DEF 14A of Lineage, Inc., Apr 28, 2025

DEF 14A of Lineage, Inc.

Filed Apr 28, 2025 · FY20240001868159-25-000053

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  2. Board of Directors

    Board of Directors Our board of directors is currently comprised of ten directors: Adam Forste, Kevin Marchetti, Greg Lehmkuhl, Shellye Archambeau, John Carrafiell, Joy Falotico, Luke Taylor, Michael Turner, Lynn Wentworth and James Wyper. In accordance with our charter (the “Charter”) and amended and restated bylaws (the “Bylaws”), each director will hold office until our next annual meeting of stockholders following his or her election and until his or her successor has been duly elected and qualifies, or until the director’s earlier resignation, death or removal. Our Stockholders Agreement (as defined under below) requires us to nominate for election as directors at this Annual Meeting six individuals designated by BGLH, one individual designated by Stonepeak Aspen Holdings LLC (along with its affiliates, unless the context otherwise requires, “Stonepeak”) and one individual designated by BGO Cold Storage Holdings II, LP (along with its affiliates, unless the context otherwise requires, “BentallGreenOak”). For additional information, see “Certain Relationships and Related Party Transactions—Other Related Party Transactions—Stockholders Agreement.” BGLH has designated Mr. Forste, Mr. Marchetti, Ms. Archambeau, Ms. Falotico, Mr. Turner and Ms. Wentworth, Stonepeak has designated Mr. Wyper, and BentallGreenOak has designated Mr. Carrafiell. As a result, and upon the recommendation of the Nominating and Corporate Governance Committee, our Board has nominated each of these individuals, as well as Mr. Lehmkuhl and Mr. Taylor, to stand for election as directors by the stockholders at the Annual Meeting, with each to serve until our 2026 annual meeting of stockholders and until their respective successors are duly elected and qualify, or until their earlier resignation, death or removal. The shares of Common Stock represented by properly submitted proxies will be voted by the persons named therein as proxy holders “FOR” the election of each of Messrs. Forste, Marchetti, Lehmkuhl, Carrafiell, Taylor, Turner and Wyper and Mses. Archambeau, Falotico and Wentworth as directors, unless otherwise instructed. If the candidacy of any of Messrs. Forste, Marchetti, Lehmkuhl, Carrafiell, Taylor, Turner, and Wyper and Mses. Archambeau, Falotico, and Wentworth should, for any reason, be withdrawn prior to the Annual Meeting, the proxies will be voted by the proxy holders in favor of such substituted candidates (if any) as shall be nominated by our Board. Our Board has no reason to believe that, if elected, any of Messrs. Forste, Marchetti, Lehmkuhl, Carrafiell, Taylor, Turner and Wyper and Mses. Archambeau, Falotico and Wentworth will be unable or unwilling to serve as director.

  3. Information Regarding the Nominees for Election as Directors

    Information Regarding the Nominees for Election as Directors The following information is furnished as of April 28, 2025 regarding the nominees for election as directors.

  4. Information Regarding the Nominees for Election as Directors

    | Name | Age | Position | | Adam Forste | 47 | Co-Executive Chairman | | Kevin Marchetti | 47 | Co-Executive Chairman | | Greg Lehmkuhl | 52 | President, Chief Executive Officer and Director | | Shellye Archambeau | 62 | Director | | John Carrafiell | 60 | Director | | Joy Falotico | 57 | Director | | Luke Taylor | 47 | Director | | Michael Turner | 52 | Director | | Lynn Wentworth | 66 | Director | | James Wyper | 35 | Director |

  5. Information Regarding the Nominees for Election as Directors

    Adam Forste. Adam Forste is a Co-Founder of our company and has served as our Co-Executive Chairman since our formation. Mr. Forste is also a co-founder of Bay Grove, our company’s original owner-operator, and has served as a Managing Partner of Bay Grove since 2007. Prior to co-founding Bay Grove, Mr. Forste worked at KKR. Mr. Forste began his career with Morgan Stanley in its investment banking group, both in New York and San Francisco. He serves on the board of directors of the Global Cold Chain Foundation, Emergent Cold LatAm Holdings LLC and Turvo LLC. Mr. Forste is also a Fulbright Fellow and a graduate of Dartmouth College. We believe that, as a Co-Founder, Mr. Forste’s prior management and board experience, as well has his experience as an investment professional qualifies him to serve on our board of directors. Kevin Marchetti. Kevin Marchetti is a Co-Founder of our company and has served as our Co-Executive Chairman since our formation. Mr. Marchetti is also a co-founder of Bay Grove, our company’s original owner-operator, and has served as Managing Partner of Bay Grove since 2007. Prior to co-founding Bay Grove, Mr. Marchetti worked at The Yucaipa Companies. Mr. Marchetti began his career with Morgan Stanley in its investment banking group in San Francisco. He currently serves as a Trustee for the San Francisco Museum of Modern Art and previously served on the board of directors of the Pittsburgh Penguins, The San Francisco Zoological Society and The International Association of Refrigerated Warehouses. Mr. Marchetti is a graduate of Duke University. We believe that, as a Co-Founder, Mr. Marchetti’s prior management and board experience, as well has his experience as an investment professional qualifies him to serve on our board of directors. Greg Lehmkuhl. Greg Lehmkuhl has served as our President and Chief Executive Officer since June 2015 and as a director since our initial public offering of Common Stock in July 2024 (our “IPO”). Prior to joining Lineage, he served in various executive appointments for Con-Way, Inc. (NYSE: CNW) from 2001 to 2011, including President and Corporate Executive Vice President and held management positions at Menlo Logistics, Delphi Automotive and Penske Logistics. Mr. Lehmkuhl has also served on the board of directors of Agree Realty Corp. (NYSE: ADC) since July 2018. Mr. Lehmkuhl received his Bachelor of Material and Logistics Management from Michigan State University and a M.B.A. from Oakland University. We believe that Mr. Lehmkuhl’s experience as a director and company executive, including his experience in real estate, corporate governance and business management, qualifies him to serve on our board of directors. Shellye Archambeau. Shellye Archambeau has served on the board of directors of Lineage Holdings since April 2024 and on the board of directors of Lineage since our IPO. From December 2002 until December 2017, Ms. Archambeau was Chief Executive Officer of MetricStream, Inc., a leading provider of governance, risk, compliance and quality management solutions. Prior to that, Ms. Archambeau served as Chief Marketing Officer and Executive Vice President of Sales for Loudcloud, Inc., Chief Marketing Officer of NorthPoint Communications Group, Inc., and President of Blockbuster Inc.’s e-commerce division. Before joining Blockbuster, she held domestic and international executive positions at IBM. Ms. Archambeau has served on the boards of directors of Verizon Communications Inc. (NYSE: VZ) since November 2013, Roper Technologies, Inc. (NASDAQ: ROP) since April 2018 and Okta, Inc. (NASDAQ: OKTA) since December 2018. Ms. Archambeau previously served on the boards of directors of Nordstrom, Inc. (NYSE: JWN) from February 2015 to May 2022 and Arbitron Inc. from 2005 to 2013. Ms. Archambeau holds a Bachelor of Science from the Wharton School of the University of Pennsylvania. We believe that Ms. Archambeau is qualified to serve as a member of our board of directors because of her experience as a company executive, her valuable knowledge of technology, digital media and communications platforms and her experience serving on other boards. John Carrafiell. John Carrafiell has been a member of the board of directors of Lineage Holdings since March 2021 and on the board of directors of Lineage since our IPO. Mr. Carrafiell has served as the co-Chief Executive Officer of BentallGreenOak (“BGO”), a global real estate investment and private equity investment management firm, since July 2021. Mr. Carrafiell was a co-Founder of GreenOak Real Estate in May 2010 prior to its 2019 merger with Bentall Kennedy (owned by Sun Life Financial Inc.). He also serves as the chairman of the board of IREIT by BGO, a logistics and industrial REIT launched in July 2023. Mr. Carrafiell has been a member of the board of directors and audit committee of publicly-traded Klepierre, one of Europe’s largest REITs, since January 2015 and has served as the chairman of the audit committee since July 2018. He has served on the board of European data center company Bulk Infrastructure since December 2020, as a member then observer. Mr. Carrafiell has previously served as a member of the board and the chairman of both the audit committee and the operating committee of Canary Wharf and served as from June 2004 to March 2009 and as a member of the board of Shurgard, a leading European self-storage company, from October 2018 to February 2020. Mr. Carrafiell is a former Executive Member of the Board of the European Public Real Estate Association. Mr. Carrafiell was previously a member of the Supervisory Boards of publicly-traded Corio (Holland) and Deutsche Immobilien Chancen Group (Germany). Mr. Carrafiell joined Morgan Stanley in 1987 and was based in Europe from September 1989 to December 2009, as Head of European Real Estate from January 1995, and Global Head of Real Estate and a member of the investment bank’s six person global operating management committee from December 2005 to March 2007. Mr. Carrafiell holds a B.A in philosophy from Yale. We believe that Mr. Carrafiell is qualified to serve on our board of directors because of his extensive real estate, investment and public company experience. Joy Falotico. Joy Falotico has served on the board of directors of Lineage Holdings since December 2022 and on the board of directors of Lineage since our IPO. Ms. Falotico was formerly the President of Lincoln Motor at Ford Motor Company from March 2018 to November 2022 and also served as Ford Motor Company’s Chief Marketing Officer from March 2018 until January 2021. Prior to that, Ms. Falotico served as Ford Motor Credit Company’s Chief Executive Officer from October 2016 to February 2018 and Chief Operating Officer prior to that period. She has served in a number of leadership roles at Ford Motor Company and Ford Motor Credit Company since 1989. Ms. Falotico serves on the board of Alliant Energy Corp (Nasdaq: LNT), where she is the chair of the audit committee and a member of the executive committee and the operations committee and Lincoln Electric Holdings Inc. (Nasdaq: LECO) where she is a member of the audit and nominating and corporate governance committees. She previously served on the board and executive committee of American Financial Services Association and the board and audit committee of Ford Motor Credit Company and as the chair of the board of FCE Bank, plc. Ms. Falotico holds a Bachelor of Science, Business Administration from Truman State University and a M.B.A. from DePaul University. We believe that Ms. Falotico is qualified to serve on our board of directors because of her extensive management, regulatory, board and leadership experience.

  6. Information Regarding the Nominees for Election as Directors

    Luke Taylor. Luke Taylor has served on the board of directors of Lineage Holdings since May 2018 and on the board of directors of Lineage since our IPO. Mr. Taylor serves as Co-President of Stonepeak, a global infrastructure and real assets investment management firm, where he has served in various roles, including Co-Chief Operating Officer and Senior Managing Director, since 2011. Mr. Taylor is a member of the Stonepeak Executive Committee and a member of all of Stonepeak’s investment committees. In these roles, Mr. Taylor shares broad responsibilities across investing and oversight of the firm’s day-to-day business. Mr. Taylor has been investing across the infrastructure space for over 20 years has served on the board of Stonepeak Infrastructure Logistics Platform since March 2021 and is a former director of Evolve Transition Infrastructure LP (NTSEAM: SNMP), Paradigm Energy Partners, Hygo Energy Transition Ltd., Ironclad Energy Partners, LLC, TRAC Intermodal, Casper Crude to Rail Holdings LLC and Tidewater Holdings. Prior to joining Stonepeak, Mr. Taylor was a Senior Vice President with Macquarie Capital. Mr. Taylor has a Bachelor of Commerce and a Master of Business (Distinction) from the University of Otago (New Zealand). We believe that Mr. Taylor is qualified to serve on our board of directors because of his extensive experience as an infrastructure and real assets investment professional, including his experience in finance and mergers and acquisitions. Michael Turner. Michael Turner has served on the board of directors of Lineage Holdings since September 2020 and on the board of directors of Lineage since our IPO. Mr. Turner has served as the Chief Executive Officer of Superkey Insurance LLC, an insurance services provider which he co-founded, since April 2024. Mr. Turner was formerly President of Oxford Properties Group and was the chair of Oxford’s investment committee and executive committee from April 2018 to April 2023, during which time he also served as Global Head of Real Estate for OMERS (Oxford’s shareholder) where he was a member of their management investment committee and transaction approval committee. Previously, Mr. Turner held the positions of Executive Vice President and Senior Vice President at Oxford Properties Group from June of 2010 to April 2018. Prior to joining Oxford, Mr. Turner was Executive Vice President at CBRE Group, Inc. (NYSE:CBRE), a leading global real estate investment services provider. Mr. Turner serves on the board of directors of Riot Platforms Inc. (Nasdaq: RIOT), where he is a member of the audit committee. He has also served as a board member for several investment and asset management companies, including M7 Real Estate (UK), Honest Buildings (sold to NYSE: PCOR) and R-Labs. Mr. Turner holds a Bachelor of Arts from the University of British Columbia, a Master of Planning from Queen’s University and a Master of Finance from the University of Toronto, and is a Chartered Financial Analyst (CFA). We believe that Mr. Turner is qualified to serve on our board of directors because of his extensive real estate investment, financial reporting and management and board experience. Lynn Wentworth. Lynn Wentworth has served on the board of directors of Lineage Holdings since June 2022 and on the board of directors of Lineage since our IPO. Additionally, Ms. Wentworth has served on the board of directors of Graphic Packaging Holding Company (NYSE: GPK) since November 2009, where she chairs the compensation and management development committee and is a member of the nominating and corporate governance committee, and Benchmark Electronics, Inc. (NYSE: BHE) since June 2021, where she chairs the audit committee. Ms. Wentworth was a director and chair of the audit committee for CyrusOne, Inc. from 2014 until its acquisition by a consortium led by KKR and Global Infrastructure Partners in March 2022 and had served as chair of the board of directors since May 2021. She was also a director and chair of the audit committee of Cincinnati Bell, Inc. from 2008 until its acquisition by Macquarie Asset Management in September 2021 and had served as chair of the board of directors since May 2019. She served as the Senior Vice President, Chief Financial Officer and Treasurer of BlueLinx Holdings Inc. (NYSE: BXC) until her retirement in 2008. Prior to joining BlueLinx in 2007, Ms. Wentworth was with BellSouth Corporation from 1985 to 2007, where she served as Vice President and Chief Financial Officer for the Communications Group from 2004 to 2007 and Vice President Treasurer from 2003 to 2004. Ms. Wentworth holds a Bachelor of Science in Business Administration from Babson College, a Master’s degree in taxation from Bentley College and a M.B.A. from Georgia State University. In 2024, Ms. Wentworth completed a climate certification program through Competent Boards. We believe that Ms. Wentworth is qualified to serve on our board of directors and as our lead independent director because of her public accounting and corporate finance experience, including her service as Chief Financial Officer of a public company, as well as her extensive board and corporate governance experience. James Wyper. James Wyper has served on the board of directors of Lineage Holdings since May 2018 and on the board of directors of Lineage since our IPO. Mr. Wyper serves as Senior Managing Director, Global Head of Transportation and Logistics at Stonepeak, where he has served in various roles since 2013. Mr. Wyper also serves on various Stonepeak investment committees. Mr. Wyper has also served on the board of directors of Textainer Holdings since March 2024, Logistec Corporation since January 2024, TRAC Intermodal since March 2020, Seapeak since January 2022, Akumin, Inc. since November 2021, Venture Global Calcasieu Pass since August 2019, Tidewater Holdings since 2015, Intrado Life and Safety since January 2023, Emergent Cold LatAm Holdings LLC since August 2021, and previously on a number of other Stonepeak portfolio companies. He also serves on the board of directors of Streetsquash. He holds a B.A. in Economics from Yale University. We believe that Mr. Wyper is qualified to serve on our board of directors because of his extensive experience as an infrastructure investment professional, including his experience in finance and mergers and acquisitions.

  7. Skills and Experience of Director Nominees

    Skills and Experience of Director Nominees The following table sets forth the name and experience of each of our director nominees.

  8. Skills and Experience of Director Nominees

    | Name | Director Since (1) | Finance & Accounting | Real Estate | Executive/Senior Leadership | Logistics | Global/International | Technology | Risk Management | | Adam Forste | 2008 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Kevin Marchetti | 2008 | ✓ | ✓ | ✓ | ✓ | ✓ | | | | Greg Lehmkuhl | 2015 | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | Shellye Archambeau | 2024 | ✓ | | ✓ | | ✓ | ✓ | ✓ | | John Carrafiell | 2021 | ✓ | ✓ | ✓ | | ✓ | | ✓ | | Joy Falotico | 2022 | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | Luke Taylor | 2018 | ✓ | ✓ | ✓ | ✓ | ✓ | | | | Michael Turner | 2020 | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | Lynn Wentworth | 2022 | ✓ | ✓ | ✓ | | | ✓ | ✓ | | James Wyper | 2018 | ✓ | ✓ | | ✓ | ✓ | | |

  9. Skills and Experience of Director Nominees

    (1)Includes service on the board of directors of Lineage, Inc. and service on the board of directors or its equivalent of any Lineage predecessor, including Lineage Holdings. Our board of directors recommends a vote “FOR” the election of each of Messrs. Forste, Marchetti, Lehmkuhl, Carrafiell, Taylor, Turner and Wyper and Mses. Archambeau, Falotico and Wentworth as directors. Election of each of the nominees requires the affirmative vote of the majority of total votes cast with respect to his or her election (that is, the number of votes cast “FOR” the nominee must exceed the number of votes cast “AGAINST” the nominee). Votes cast includes votes against but excludes abstentions and broker non-votes with respect to a nominee’s election, and abstentions and broker non-votes will have no effect on the election of any director (although they will be considered present for the purpose of determining the presence of a quorum). The majority voting standard does not apply, however, in a contested election where the number of director nominees exceeds the number of directors to be elected at an Annual Meeting. In such circumstances, directors will instead be elected by a plurality of all the votes cast at the Annual Meeting at which a quorum is present. The election of directors at our Annual Meeting this year is not contested. Proxies solicited by our board of directors will be voted “FOR” each of Messrs. Forste, Marchetti, Lehmkuhl, Carrafiell, Taylor, Turner and Wyper and Mses. Archambeau, Falotico and Wentworth as directors, unless otherwise instructed. In accordance with our Charter and our Bylaws, any vacancies occurring on our Board, including vacancies occurring as a result of the death, resignation, or removal of a director, or due to an increase in the size of the Board, may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum; provided, that in the case of a vacancy on our board created by the removal or resignation of a BGLH Director, Stonepeak Director, or BentallGreenOak Director (each as defined below), our Stockholders Agreement requires us to nominate for election an individual designated by the applicable investor to fill the vacancy. See “Certain Relationships and Related Party Transactions—Other Related Party Transactions—Stockholders Agreement.” Any director elected to fill a vacancy will serve until the next annual meeting of stockholders and until a successor is duly elected and qualifies or his or her earlier resignation, death or removal. There is no familial relationship among any of the members of our Board or executive officers.

  10. Board of Directors

    Board of Directors Our Board is responsible for overseeing the management of our business and affairs. Our Board conducts its business through meetings and actions taken by written consent in lieu of meetings. During the year ended December 31, 2024, our Board held 2 meetings. All of the directors then serving on our Board attended at least 75% of the aggregate meetings of our Board and of the committees of our Board on which they served during the period in which they served in 2024. Our Board’s policy, as set forth in the Corporate Governance Guidelines, is to expect the attendance by each director at all meetings of our Board and all committees on which the director sits. We do not maintain a formal policy regarding director attendance at the Annual Meeting; however, it is expected that absent compelling circumstances directors will attend.

  11. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  12. Director Compensation

    Director Compensation 2024 Director Compensation Pre-IPO Director Compensation at Lineage Holdings Pursuant to our director compensation program for the first quarter of 2024, eligible directors of Lineage Holdings received the following cash retainers and additional quarterly fees: •Quarterly Cash Retainer: $25,000 •Audit Committee Chair: $6,250 •Audit Committee Non-Chair Member: $3,750 •Compensation Committee Non-Chair Member: $2,500 Pursuant to our director compensation program for the second quarter of 2024, eligible directors of Lineage Holdings received the following cash retainers and additional quarterly fees: •Quarterly Cash Retainer: $30,000 •Audit Committee Chair: $7,500 •Audit Committee Non-Chair Member: $3,750 •Compensation Committee Non-Chair Member: $3,750 IPO Awards Upon the completion of our IPO, we granted an aggregate of 8,226 RSU awards under the 2024 Plan (as defined below) to certain of our Eligible Directors (as defined below) in the amounts set forth below. These awards vested in full on April 1, 2025, subject to the director’s continued service through the vesting date.

  13. Director Compensation

    | Name | RSU Awards (#) | | Shellye Archambeu | 2,632 | | Joy Falotico | 1,152 | | Michael Turner | 2,632 | | Lynn Wentworth | 1,810 |

  14. Director Compensation

    Post-IPO Non-Employee Director Compensation Program In connection with our IPO, we approved and implemented a compensation program (the “Director Compensation Program”) for our non-employee directors (other than directors designated by Stonepeak or BentallGreenOak) (each, an “Eligible Director”) that consists of annual cash retainer fees and a long-term equity awards. An “Eligible Director” does not include any executive director or Executive Chairman. The material terms of the Director Compensation Program for 2024 are summarized below. For 2024, the Director Compensation Program consisted of the following components for Eligible Directors: Cash Compensation •Annual Retainer: $120,000 •Annual Committee Chair Retainers: ◦Audit Committee: $30,000 ◦Compensation Committee: $25,000 ◦Corporate Governance/Nominating Committee: $20,000 ◦Investment Committee: $25,000 ◦Other Committees: $25,000 •Annual Non-Chair Committee Member Retainers: ◦Audit Committee: $15,000 ◦Compensation Committee: $15,000 ◦Corporate Governance/Nominating Committee: $10,000 ◦Investment Committee: $10,000 ◦Other Committees: $10,000 Annual cash retainers are paid in quarterly installments in advance and are pro-rated for any partial calendar quarter of service. In addition, under the Director Compensation Program, we reimburse all of our directors for any out-of-pocket business expenses incurred by them in connection with their board service, up to $30,000 annually. Equity Compensation •Initial Award: Each Eligible Director who is initially elected or appointed to serve on the Board following completion of our IPO will be granted an award of RSUs at the time of the election or appointment with a value of approximately $200,000. Each initial grant will vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next annual meeting following the grant date, subject to the director’s continued service through the applicable vesting date. Initial grants to Eligible Directors who are elected or appointed other than at an annual meeting of our stockholders will be pro-rated. •Annual Award: Each Eligible Director who is serving on the Board as of the date of each annual meeting of the company’s stockholders beginning in 2025 will be granted, on such annual meeting date, an award of RSUs with a value of approximately $200,000, which will vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next annual meeting following the grant date, subject to the director’s continued service through the applicable vesting date. Compensation under the Director Compensation Program is subject to the annual limits on non-employee director compensation set forth in the 2024 Plan. 2024 Director Compensation Table The following table sets forth compensation paid to or earned by our non-employee directors during the year ended December 31, 2024. None of Mr. Forste, Mr. Marchetti, Mr. Carrafiell, Mr. Taylor nor Mr. Wyper received any compensation for their services as a member of our board in 2024. In addition, Mr. Lehmkuhl, our President and Chief Executive Officer, is not included in the table below because he did not receive any additional compensation for his service on our board. Mr. Lehmkuhl’s compensation for his services as President and Chief Executive Officer is described under “Executive Compensation” below.

  15. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Shellye Archambeau (2) | 95,000 | 218,140 | — | 313,140 | | Joy Falotico (2) | 137,500 | 95,478 | — | 232,978 | | Michael Turner (2) (3) | 101,875 | 218,140 | — | 320,015 | | Lynn Wentworth (2) (3) | 160,938 | 150,013 | — | 310,951 |

  16. Director Compensation

    (1)Amounts reflect the full grant-date fair value of awards of RSUs granted during 2024 computed in accordance with ASC Topic 718. (2)Amounts include the compensation earned by Mses. Archambeau, Falotico, and Wentworth and Mr. Turner for their service on the board of directors of Lineage Holdings prior to our IPO, as described above, as well as the compensation earned by eligible non-employee directors for their service on the board of directors of Lineage following our IPO, as described above. (3)Amounts reflect pro-rated compensation earned by Ms. Wentworth and Mr. Turner in exchange for their service on the equity award committee that was formed at the time of our IPO. As of December 31, 2024, our non-employee directors held the aggregate numbers of unvested BGLH Restricted Units (as defined below) and RSUs set forth in the table below. None of Mr. Forste, Mr. Marchetti, Mr. Carrafiell, Mr. Taylor nor Mr. Wyper held any unvested BGLH Restricted Units or RSUs as of December 31, 2024.

  17. Director Compensation

    | Name | BGLH Restricted Units (#) | RSU Awards (#) | | Shellye Archambeau | — | 2,632 | | Joy Falotico | — | 1,152 | | Michael Turner | — | 2,632 | | Lynn Wentworth | — | 1,810 |

  18. Director Compensation

    Messrs. Forste and Marchetti, each of whom served on the board of directors of Lineage, Inc., received distributions from Bay Grove, BGLH and/or their respective affiliates and/or our affiliates in respect of their direct and indirect ownership interests in such entities and in respect of the services agreement. See “Certain Relationships and Related Party Transactions.” Such amounts are distributions in respect of Messrs. Forste’s and Marchetti’s equity ownership interests in such entities and are not considered compensation paid by us.

  19. Compensation Governance and Best Practices

    | | What We Do | What We Do Not Do | | ✓ | Emphasize performance-based, at risk compensation.X | Do not grant uncapped cash incentives. | | ✓ | Emphasize the use of equity compensation to promote executive retention and reward long-term value creation.X | Do not provide single-trigger payments or benefits upon a change in control. | | ✓ | Weight the overall pay mix towards incentive compensation for senior executives.X | Do not guarantee annual salary or target bonus increases. | | ✓ | Engage an independent compensation consultant to advise our compensation committee.X | Do not maintain defined benefit pension plans or supplemental executive retirement plans. | | ✓ | Maintain stock ownership guidelines. | | | ✓ | Maintain a clawback policy for recovery of erroneously awarded compensation. | |

  20. Determination of Executive Compensation

    Determination of Executive Compensation Role of Compensation Committee Our compensation committee is responsible for establishing and overseeing our executive compensation programs and annually reviews and determines the compensation to be provided to our Chief Executive Officer and our other NEOs, except with respect to equity compensation awards which are determined by either the full board of directors or by action of our equity award committee, consisting of two “non-employee directors” (within the meaning of Rule 16b-3 of the Exchange Act). In setting executive compensation, the compensation committee considers a number of factors, including the recommendations of our Chief Executive Officer (other than with respect to his own compensation), current and past total compensation, competitive market data and analysis provided by the compensation committee’s independent compensation consultant, company performance and each executive’s impact on performance, each executive’s relative scope of responsibility and potential, each executive’s individual performance and demonstrated leadership, and internal equity pay considerations. Role of Compensation Consultant In order to design a competitive executive compensation program that will continue to attract top executive talent and reflect our compensation philosophy, our compensation committee has retained Pay Governance as an independent compensation consultant to provide executive compensation advisory services, help evaluate our compensation philosophy and objectives and provide guidance in administering our executive compensation program. Role of the CEO At the end of each performance year, our Chief Executive Officer assesses the contributions of each executive officer and recommends to our compensation committee the compensation to be awarded based on numerous factors, future contributions, leadership abilities, external market competitiveness, internal pay comparisons, retention risk and other factors deemed relevant. The compensation committee considers this information and makes final compensation determinations for our executive officers. Our Chief Executive Officer does not participate in any deliberations regarding his own compensation. Use of Comparative Market Data Use of Market Data The compensation committee periodically examines pay practices and pay data for a peer group of 16 companies as a source of market data to better understand the competitiveness of our compensation program and its various elements. Specifically, we review the range of market compensation between the 25th and 75th percentiles of our peer group as well as compensation survey data to develop an understanding of market pay levels for each position. The external market data reviewed for our 2024 executive compensation program included peer group proxy data and broad industry-comparative compensation surveys. The compensation committee reviews the composition of the peer group on an annual basis and considers the following criteria: •Industries that attract and retain similar talent; •Global presence and brand recognition; •Organizational complexity; •Comparable size based on annual revenue, market capitalization, Adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”), and number of team members; and •High-growth profile. Based on the above, the peer group used for assessing 2024 compensation levels for our NEOs was as follows: Americold Realty Trust, Inc. C.H. Robinson Worldwide, Inc. Conagra Brands, Inc. Digital Realty Trust, Inc. Equinix, Inc. Extra Space Storage Inc. Hilton Worldwide Holdings Inc. Hyatt Hotels Corporation J.B. Hunt Transport Services, Inc. Kellanova Norfolk Southern Corporation Old Dominion Freight Line, Inc. Prologis, Inc. Public Storage Simon Property Group, Inc. US Foods Holding Corp. For 2024, the compensation committee removed four companies that were in the 2023 peer group due to merger and acquisition activity, differences in business model, company size and/or in order to better balance the peer group in terms of industry representation. Specifically, the four companies removed were Expeditors International of Washington, Ryder Systems, Yum Brands and XPO Inc. The compensation committee added four similarly-sized REITs with global operations, including: Digital Realty Trust, Inc., Equinix, Inc., Prologis, Inc., and Public Storage. The compensation committee reviewed the total compensation of our company’s executives relative to compensation of comparable positions among the peer companies but did not set 2024 executive compensation levels at a specific target percentile within the peer group or any other comparator group. The compensation committee does not establish compensation levels solely based on a review of competitive data, and also considers a number of other factors, including: company performance relative to our stakeholder priorities, each executive’s impact and criticality to our strategy and mission, relative scope of responsibility and potential, individual performance and demonstrated leadership, and internal equity pay considerations. 2024 NEO total compensation levels varied by individual within the peer group range and were in the upper quartile for each NEO in recognition of the experience and caliber of our executive management team, company performance relative to our stakeholder priorities, each executive’s impact and criticality to our strategy and mission, relative scope of responsibility and potential, individual performance and demonstrated leadership, and internal equity pay considerations.

  21. Elements of Compensation

    Mr. Thattai’s annual base salary was increased from $630,000 to $650,000 and Mr. Smith’s annual base salary was increased from $525,000 to $550,000, respectively, effective as of June 2, 2024, in order to reflect the considerations set forth above under “—Determination of Executive Compensation.” Cash Incentive Compensation 2024 Annual Bonus Program Our short-term cash incentive plan has been designed to attract and retain key talent and reward executives based on performance against key financial and strategic priorities. Each NEO is eligible to receive an annual performance-based cash bonus based on a specified target annual bonus award amount, expressed as a percentage of the NEO’s base salary. In 2024, each of our NEOs participated in our annual cash incentive bonus program at the following target percentages of base salary:

  22. Elements of Compensation

    | Name | Target Bonus as a Percentage of Base Salary | | Greg Lehmkuhl | 175% | | Rob Crisci | 125% | | Sudarsan Thattai | 100% | | Jeffrey Rivera | 125% | | Timothy Smith | 100% |

  23. Elements of Compensation

    Mr. Rivera’s target annual bonus was increased from 110% to 125% of his annual base salary, effective as of January 1, 2024, in order to reflect the considerations set forth above under “—Determination of Executive Compensation.” The annual bonus program for each of our NEOs includes the following two primary components: (i)Company overall financial performance, measured by Management Adjusted EBITDA (as defined below), weighted at 70%; and (ii)Individual performance objectives, as set forth below for each NEO, weighted at 30%. Company Performance Objective—Management Adjusted EBITDA Seventy percent of each NEO’s annual cash bonus is based on the extent to which the Management Adjusted EBITDA objective is achieved. The following table provides threshold, target and maximum targets for the Management Adjusted EBITDA objective and provides actual 2024 results and achievement as a percentage of target. For the Management Adjusted EBITDA objective, Mr. Lehmkuhl receives a 0% payout at or below threshold performance, a 100% payout of target at target performance, and a 200% payout of target at maximum performance. Each NEO other than Mr. Lehmkuhl receives a 0% payout below threshold performance, a 20% payout of target at threshold performance, a 100% payout of target at target performance, and a 200% payout of target at maximum performance. For all NEOs, the payout for performance between percentages is interpolated on a straight-line basis.

  24. Elements of Compensation

    | Financial Objective | Threshold (0% Payout for CEO; 20% Payout for other NEOs)(1) | Target (100% Payout)(1) | Maximum (200% Payout)(1) | Result(1) | Achievement | Payout - CEO (% of Target) | Payout - Non-CEO NEOs (% of Target) | | Management Adjusted EBITDA | $1,309.0 | $1,400.0 | $1,491.0 | $1,342.3 | 95.9% | 36.9% | 49.5% |

  25. Elements of Compensation

    ________________________ (1)Amounts in millions. Management Adjusted EBITDA is calculated as Adjusted EBITDA with additional adjustments to exclude current year acquisitions, dispositions, closed operations, annual bonus program expense, other certain one-time items (both favorable and unfavorable), and/or fees paid to Bay Grove in accordance with the terms of the operating services agreement, as determined by the Compensation Committee. In addition, Management Adjustment EBITDA is not adjusted for our share of EBITDA related to certain joint ventures or the allocation of our consolidated EBITDA attributable to noncontrolling interests. For 2024, Management Adjusted EBITDA was calculated as Adjusted EBITDA with adjustments to account for approximately $13 million of lost profits resulting from warehouse fires. For a reconciliation of Adjusted EBITDA to net income, see Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, section Non-GAAP Financial Measures on pages 83-87 of our Annual Report on Form 10-K for the year ended December 31, 2024. Individual Performance Objectives Thirty percent of each NEO’s annual cash bonus is based on achievement of individual performance objectives. The individual performance objectives vary by NEO depending on their specific responsibilities, and payout percentages at threshold (where applicable) and maximum performance varied by objective. For each NEO other than Mr. Lehmkuhl, the payout for performance between threshold and target and between target and maximum is interpolated on a straight-line basis and performance below threshold results in a 0% payout for the individual performance objectives. Mr. Lehmkuhl’s individual performance objectives are not subject to a threshold, and payout is interpolated on a straight-line basis between 0% performance (corresponding to a 0% payout) and target and between target and maximum. The following is a summary of each of our NEOs’ individual objectives for 2024: •Mr. Lehmkuhl’s individual objectives included goals relating to our company’s return on assets (66.67% of individual objectives) and company mergers and acquisitions (33.33% of individual objectives). •Mr. Crisci’s individual objectives included goals relating to the talent and structure of the finance department, forecasting and investor guidance, long term financial planning and communication with investors and stakeholders (weightings per goal each 25% of individual objectives). •Mr. Thattai’s individual objectives included operational, strategic, customer and budget goals relating to our company’s global business, including the deployment of operating systems, warehouse system conversions and core-strategic customer facing technology products, as well as goals relating to liquidity event delivery and long term planning (weightings per goal between 10% and 20% of individual objectives). •Mr. Rivera’s individual objectives included goals relating to capital projects, forecasting, reduction of employee turnover, customer experience, budget and other operational goals (weightings per goal between 5% and 25% of individual objectives). •Mr. Smith’s individual objectives included goals relating to customer experience, process improvement, pricing, new business development, economic occupancy and capital deployment (weightings per goal between 5% and 20% of individual objectives). Following the end of 2024, our compensation committee reviewed and evaluated the performance of each NEO and determined the extent to which the NEO satisfied his individual performance objectives. The compensation committee consulted with Mr. Lehmkuhl regarding each other NEO’s performance with respect to such NEO’s individual objectives. 2024 Annual Incentive Payouts The following table summarizes each NEO’s 2024 annual incentive plan objectives described above, including the applicable weighting, achievement as a percentage of target performance, payout percentage and payout amount.

  26. Elements of Compensation

    | Name | Objective | Weighting | Achievement | Payout (% of Target Bonus) | Payout | | | Greg Lehmkuhl | Management Adjusted EBITDA | 70% | 95.9% | 36.9% | | 542,769 | | | Individual Performance Objectives | 30% | 115% | 105.6% | | 665,000 | | | | Total | | | | 1,207,769 | | Rob Crisci | Management Adjusted EBITDA | 70% | 95.9% | 49.5% | | 303,433 | | | Individual Performance Objectives | 30% | 121% | 121% | | 317,625 | | | | Total | | | | 621,058 | | Sudarsan Thattai | Management Adjusted EBITDA | 70% | 95.9% | 49.5% | | 222,507 | | | Individual Performance Objectives | 30% | 90% | 90% | | 173,243 | | | | Total | | | | 395,750 | | Jeffrey Rivera | Management Adjusted EBITDA | 70% | 95.9% | 49.5% | | 286,094 | | | Individual Performance Objectives | 30% | 139% | 139% | | 344,025 | | | | Total | | | | 630,119 | | Timothy Smith | Management Adjusted EBITDA | 70% | 95.9% | 49.5% | | 187,105 | | | Individual Performance Objectives | 30% | 81% | 81% | | 131,110 | | | | Total | | | | 318,215 |

  27. Elements of Compensation

    2025 Annual Incentive Program On March 18, 2025, the compensation committee approved the company’s 2025 annual bonus program (the “2025 Bonus Program”) for the company’s NEOs. Under the 2025 Bonus Program, our NEOs will be eligible to receive annual bonus opportunities in the form of cash and performance-vesting RSUs (“PRSUs”) that vest and become payable based on the attainment of individual and/or company performance goals. In connection with the approval of the 2025 Bonus Program, on March 18, 2025, the equity award committee of our board of directors approved the grant of PRSUs to our NEOs under the 2025 Bonus Program. On April 17, 2025, the compensation committee approved, and the company entered into, an amended and restated employment agreements with each of Mr. Lehmkuhl and Mr. Crisci, and the compensation committee adopted and approved an amended and restated Severance Plan, in each case in order to reflect the 2025 Bonus Program. Equity-Based Long-Term Incentive Awards We view equity-based compensation as a critical component of our balanced total compensation program. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns the interest of executives with those of our stockholders. Pre-IPO Equity Awards Prior to our IPO, we granted to our NEOs Class C Units in LLH MGMT Profits, LLC and LLH MGMT Profits II, LLC (“LMEP Units”), which corresponded to the value of Class C Units in Lineage Holdings held by LLH MGMT Profits, LLC and LLH MGMT Profits II, LLC. The LMEP Units were issued in the form of profits interest units to eligible participants for the performance of services to or for the benefit of our company, and were eligible to vest based on continued service and/or the achievement of certain performance goals. None of our NEOs received an award of LMEP Units in 2024, but for each previously granted award of LMEP Units, the key performance indicators and EBITDA targets were established at the beginning of the year in which the applicable LMEP Units are eligible to vest (each, a “Performance-Vesting Tranche”). In addition to LMEP Units, prior to our IPO, BGLH granted to our NEOs Class B Units in BGLH (“BGLH Restricted Units”). The BGLH Restricted Units generally vested in full on December 31 of the calendar year of the grant date, subject to the NEO’s continued service with our company or its affiliates through the vesting date. BGLH Restricted Units were subject to repurchase in accordance with the limited liability company agreement of BGLH. In 2024, Mr. Lehmkuhl was granted the following award of BGLH Restricted Units which vested at the time of the IPO. None of our other NEOs were granted awards of BGLH Restricted Units in 2024.

  28. Elements of Compensation

    All outstanding LMEP Units that were unvested as of the contribution and distribution described above automatically terminated at such time. In connection with our IPO and, in part, the termination of outstanding and unvested LMEP Units, we granted one-time equity-based awards under the 2024 Plan to our NEOs (other than Mr. Lehmkuhl) in the form of LTIP units in our operating partnership that are subject to vesting in annual installments based on continued employment over a period of three years. These awards are also eligible for accelerated vesting in connection with certain qualifying terminations of employment in the same manner as described below for time-vesting annual awards (as defined below). The number of such LTIP units granted to our NEOs is set forth in the table below. Mr. Lehmkuhl did not receive any replacement LMEP LTIP units in respect of unvested LMEP Units.

  29. Elements of Compensation

    | NEO | Replacement LMEP LTIP Unit Awards (#) | | Rob Crisci | 55,556 | | Sudarsan Thattai | 187,286 | | Jeffrey Rivera | 80,693 | | Timothy Smith | 50,734 |

  30. Elements of Compensation

    2024 Annual Awards In connection with our IPO, in 2024, we granted certain employees, including our NEOs, equity-based awards under the 2024 Plan as part of our annual equity award program, consisting of time-vesting and performance-vesting LTIP units in our operating partnership and/or RSUs covering shares of our common stock (“annual awards”). Each NEO elected to receive his 2024 annual award in the form of LTIP units, as set forth in the table below. LTIP units are subject to the applicable terms and conditions of the partnership agreement of our operating partnership, and are eligible to receive certain distributions from our operating partnership. The annual awards granted to our NEOs in 2024 are set forth in the table below. The awards were made at the time of our IPO with consideration given to management’s significant efforts in positioning the Company for a successful IPO, the desire to strongly align management’s interests with those of our shareholders to drive long-term value creation, to provide a strong retention device post-IPO, and with the potential to cover multiple award cycles depending on the future needs and circumstances of the Company.

  31. Elements of Compensation

    | Name | LTIP Units (#)* | | Greg Lehmkuhl | 1,214,607 | | Rob Crisci | 238,159 | | Sudarsan Thattai | 238,159 | | Jeffrey Rivera | 71,448 | | Timothy Smith | 119,080 |

  32. Elements of Compensation

    _____________________ *Includes all time-vesting and performance-vesting LTIP unit awards. For performance-vesting LTIP unit awards, represents the number of LTIP units based on maximum performance and includes all distribution equivalent units, which reflects the number of LTIP units subject to the award at the time of grant. Time-Vesting Annual LTIP Unit Awards Pursuant to the time-vesting annual awards granted to our NEOs, each executive will be eligible to vest in a number of LTIP units based on the executive’s continued service with the company. Each time-vesting annual award will vest in annual installments over a period of three years, subject to the executive’s continued service through the applicable vesting date. If an executive’s service is terminated by us other than for cause, by the executive for good reason, or due to the executive’s retirement, death, disability or, if applicable, a non-renewal of the executive’s employment agreement by the company or a family disability (each as defined in the applicable award agreement, a “qualifying termination”), in any case, the time-vesting annual awards will vest with respect to an additional number of LTIP units that would have vested had the executive remained in continuous service through the first regularly scheduled vesting date following the date of such termination. Upon an executive’s termination of service for any other reason, any then-unvested LTIP units subject to the time-vesting annual award will automatically be cancelled and forfeited by the executive. The table below sets forth the number of time-vesting LTIP units that were granted as time-vesting annual awards to each of our NEOs in 2024:

  33. Elements of Compensation

    | Name | Time-Vesting LTIP Units (#) | | Greg Lehmkuhl | 268,422 | | Rob Crisci | 52,632 | | Sudarsan Thattai | 52,632 | | Jeffrey Rivera | 15,790 | | Timothy Smith | 26,316 |

  34. Elements of Compensation

    Performance-Vesting Annual LTIP Unit Awards Pursuant to the performance-vesting annual awards granted to our NEOs, each executive is eligible to vest in a number of LTIP units ranging from 0% to 100% of the total number of LTIP units granted (which will be equal to the maximum number of units that may vest), based on the company’s attainment of specified performance goals relating to (i) adjusted core funds from operations (“AFFO per share”); (ii) same warehouse net operating income (“NOI”) growth; and (iii) the company’s relative total shareholder return (“TSR”), during the performance period commencing on January 1, 2024 (for the AFFO per share and NOI goals) or the date of the completion of our IPO (for the relative TSR goal), and ending on December 31, 2026 (the “Performance Periods”), subject to the executive’s continued service with the company. The table below sets forth the number of performance-vesting LTIP units that were granted as annual awards to each of our NEOs in 2024:

  35. Elements of Compensation

    | | Performance-Vesting LTIP Units(1) (2) | | | Name | Total LTIP Units (#) | “Base” LTIP Units (#) | | Greg Lehmkuhl | 946,185 | 805,264 | | Rob Crisci | 185,527 | 157,895 | | Sudarsan Thattai | 185,527 | 157,895 | | Jeffrey Rivera | 55,658 | 47,369 | | Timothy Smith | 92,764 | 78,948 |

  36. Elements of Compensation

    | | Performance Vesting Percentage (Base LTIP Units) | | Below “Threshold Level” | 0% | | “Threshold Level” | 25% | | “Target Level” | 50% | | “Maximum Level” | 100% |

  37. Elements of Compensation

    | | | S&P 500 Index Relative TSR Performance | Modifying Percentage | | “Threshold Level” | ≤ | 25th Percentile | 80% | | “Target Level” | | 50th Percentile | 100% | | “Maximum Level” | ≥ | 75th Percentile | 120% |

  38. Elements of Compensation

    In the event that the applicable performance goal is achieved at less than the “threshold” level, none of the applicable LTIP units will vest. If the applicable performance goal falls between the levels specified above, the performance-vesting percentage or modifying percentage (as applicable) will be determined using straight-line linear interpolation between such levels. With respect to each performance-vesting award of LTIP units, an additional number of LTIP units subject to the award (the “distribution equivalent units”) having a value equal to the dividends declared during the Performance Period in respect of the shares of our common stock corresponding to the base units that become performance vested (less any actual distributions made with respect to such units) will vest as of the completion of the Performance Period. For purposes of calculating the number of distribution equivalent units, the dividend amount will be adjusted (plus or minus) to reflect the gain or loss on such amount had the dividends been reinvested in shares of our common stock on the applicable payment dates. Any distribution equivalent units that do not become vested and earned will be cancelled and forfeited upon the completion of the Performance Period. In the event of a “change in control” of the company (as defined in the 2024 Plan), a number of LTIP units equal to the number of LTIP units that would have performance-vested in accordance with the performance vesting schedule described above (if any) assuming the applicable Performance Period ended as of the date of the change in control (with such adjustments to the AFFO goals and/or NOI goals as determined by the 2024 Plan administrator to reflect the truncated performance period) will vest immediately prior to the change in control. Any LTIP units that do not vest will be cancelled and forfeited as of the date of the change in control. Except as otherwise described below, any LTIP units that have not fully vested as of the date on which an executive’s service terminates for any reason will be cancelled and forfeited by the executive. In the event of a qualifying termination prior to the completion of the applicable Performance Period, the performance-vesting award will remain outstanding and eligible to performance vest in accordance with the performance vesting schedule described above, and the number of LTIP units that vest upon the completion of the Performance Period will be determined on a pro rata basis, based on the number of days that the executive was employed during the Performance Period. Any LTIP units that do not become fully vested will be cancelled and forfeited upon the completion of the Performance Period. In the event of a qualifying termination following the completion of the applicable Performance Period but prior to the 2024 Plan administrator’s determination of performance as described above, the performance-vesting award will remain outstanding and eligible to performance vest in accordance with the performance vesting schedule described above upon such determination by the plan administrator. 2025 Annual Awards On April 17, 2025, the equity award committee approved the grant of 2025 annual equity-based awards to our NEOs in the form of LTIP units in our operating partnership and/or RSUs covering shares of our common stock (the “2025 annual awards”), in the amounts specified in the table below. These equity awards recognize the impact of global macroeconomic challenges on our business, increased competition for our executive talent and certain critical commercial and operational initiatives currently underway in our business. The 2025 annual awards generally vest as described above for the 2024 annual awards, except that the TSR modifier is measured relative to the MSCI US REIT Index (rather than the S&P 500 Index). The equity award committee believes that these awards are necessary to continue to drive long-term performance outcomes and to effectively retain our executive officers.

  39. Elements of Compensation

    | | | Performance-Vesting LTIP Units (1) (2) | | | | | Name | Time-Vesting LTIP Units (#) | Total LTIP Units (#) | "Base" LTIP Units (#) | Time-Vesting RSUs (#) | Performance-Vesting RSUs(3)(4) (#) | | Greg Lehmkuhl | 57,951 | 204,275 | 173,851 | 57,950 | 86,925 | | Rob Crisci | 10,732 | 37,829 | 32,195 | — | — | | Sudarsan Thattai | 17,886 | 63,048 | 53,658 | — | — | | Jeffrey Rivera | 17,886 | 63,048 | 53,658 | — | — | | Timothy Smith | 11,447 | 40,351 | 34,341 | — | — |

  40. Other Policies and Considerations

    Other Policies and Considerations Clawback Policy. In connection with our IPO, we adopted a compensation recovery policy that requires the recovery of certain erroneously paid incentive compensation received by our Section 16 officers on or after July 24, 2024, as required by new SEC rules and Nasdaq Listing Standards implemented pursuant to the Dodd-Frank Act, and which can be recovered from time-vesting or performance-vesting equity compensation (in addition to other forms of compensation). Stock Ownership Guidelines. In connection with our IPO, we adopted stock ownership guidelines that are applicable to our executive officers, including our NEOs, and to our non-employee directors. Section 409A of the Internal Revenue Code. The compensation committee takes into account whether components of the compensation for our executive officers will be adversely impacted by the penalty tax imposed by Section 409A of the Code and aims to structure these components to be compliant with or exempt from Section 409A to avoid such potential adverse tax consequences. Deductibility of Executive Compensation. Section 162(m) of the Code denies a publicly-traded corporation a federal income tax deduction for remuneration in excess of $1 million per year per person paid to executives designated in Section 162(m) of the Code, including, but not limited to, its chief executive officer, chief financial officer, and the next three highly compensated executive officers. However, we believe that maintaining the discretion to provide compensation that is non-deductible allows us to provide compensation tailored to the needs of our company and our named executive officers and is an important part of our responsibilities and benefits our stockholders. Accounting for Share-Based Compensation. We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718, (“ASC Topic 718”), for our share-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors based on the grant date “fair value” of these awards. Equity Grant Practices. We do not grant equity awards in anticipation of the release of material, nonpublic information or time the release of material, nonpublic information based on equity award grant dates, vesting events, or sale events. In 2024, we did not grant any stock option awards. During fiscal year 2024, we did not grant equity awards to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation for NEO grants in 2024.

  41. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of our NEOs for the years ended December 31, 2024 and 2023.

  42. Summary Compensation Table

    | | Year | Salary ($) | Bonus ($)(1) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Greg Lehmkuhl | 2024 | 1,200,000 | 4,000,000 | 62,492,311 | 1,207,769 | 441,362 | 69,341,442 | | President and Chief Executive Officer | 2023 | 1,197,693 | — | 5,433,313 | 3,764,950 | 1,183,994 | 11,579,950 | | Rob Crisci | 2024 | 700,000 | 1,250,000 | 16,666,276 | 621,058 | 11,346 | 19,248,680 | | Chief Financial Officer | 2023 | 465,769 | — | 14,367,378 | 1,112,053 | 14,987 | 15,960,187 | | Sudarsan Thattai | 2024 | 640,770 | 1,250,000 | 27,217,224 | 395,750 | 11,887 | 29,515,631 | | Chief Information Officer and Chief Transformation Officer | 2023 | 621,924 | — | 1,255,135 | 1,083,564 | 226,895 | 3,178,518 | | Jeffrey Rivera | 2024 | 660,000 | 1,306,605 | 10,456,820 | 630,119 | 29,421 | 13,082,965 | | Global Chief Operations Officer | 2023 | 651,923 | — | 923,356 | 1,296,722 | 274,328 | 3,146,329 | | Timothy Smith | 2024 | 538,462 | 1,250,000 | 10,076,773 | 318,215 | 23,707 | 12,207,157 | | Chief Commercial Officer | | | | | | | |

  43. Summary Compensation Table

    _____________________ (1)Amounts represent cash IPO Awards paid to our NEOs in connection with our IPO, including the cash IPO Award forgone at the election of Mr. Rivera with respect to which Mr. Rivera instead received an IPO Award in the form of fully vested shares of our common stock. (2)Amounts shown for 2024 represent the aggregate grant date fair value of (i) time-vesting LTIP unit awards granted to the NEOs in 2024, (ii) performance-vesting LTIP “base” units awarded to the NEOs in 2024, and (iii) 2024 Performance Vesting Tranches of LMEP Units awarded to the NEOs in prior years. All such amounts were calculated in accordance with FASB ASC Topic 718. For Mr. Lehmkuhl, this column also reflects the grant date fair value of BGLH Restricted Units granted to him in 2024 in connection with the Original Lehmkuhl Agreement (as defined and described below). The value of BGLH Restricted Units is based on the equity value of BGLH derived from an independent third-party valuation of Lineage Holdings as of December 31, 2023. For performance-vesting LTIP units, amounts shown are based on grant date fair value utilizing a Monte Carlo simulation for the market vesting condition and probable outcome of performance (at target levels) of the financial performance conditions as of the applicable measurement date, calculated under FASB ASC Topic 718. For 2024 Performance Vesting Tranches of LMEP Units, amounts shown are based on probable outcomes as of the applicable measurement date under FASB ASC Topic 718, which was target level performance for performance vesting LTIP Units and full vesting for LMEP Units. The aggregate grant date fair value of the performance-vesting LTIP “base” units granted to our NEOs in 2024, assuming maximum performance, is set forth in the table below. For additional information on the valuation assumptions for 2024, refer to Note 15 to our consolidated financial statements for the fiscal year ended December 31, 2024, included in our Annual Report on Form 10-K for the year ended December 31, 2024.

  44. Summary Compensation Table

    | Name | Performance-Vesting LTIP Units at Target ($) | Performance Vesting LTIP Units at Maximum ($) | | Greg Lehmkuhl | 36,176,485 | 72,352,970 | | Rob Crisci | 7,093,478 | 14,186,866 | | Sudarsan Thattai | 7,093,478 | 14,186,866 | | Jeffrey Rivera | 2,128,097 | 4,256,105 | | Timothy Smith | 3,546,739 | 7,093,478 |

  45. Summary Compensation Table

    (3)Amounts shown in this column represent amounts earned under our annual bonus program for the year shown and paid in the first quarter of the following year. For a description of our cash annual incentive bonus program see “—Compensation Discussion and Analysis—Elements of Compensation—Annual Bonus Program” above. (4)The following table sets forth the amount of each other item of compensation paid to, or on behalf of, our NEOs during 2024 included in the “All Other Compensation” column. Amounts for each other item of compensation are valued based on the aggregate incremental cost to us, in each case without taking into account the value of any income tax deduction for which we may be eligible.

  46. Summary Compensation Table

    | Name | Company 401(k) Match(a) ($) | Personal Use of Company Aircraft(b) ($) | Reimbursement of Personal Travel, Entertainment and Other Expenses(c) ($) | Legal Fees(d) ($) | Other(e) ($) | Total ($) | | Greg Lehmkuhl | 8,352 | 17,340 | 330,956 | 62,235 | 22,479 | 441,362 | | Rob Crisci | 6,856 | — | — | — | 4,490 | 11,346 | | Sudarsan Thattai | 7,869 | — | — | — | 4,018 | 11,887 | | Jeffrey Rivera | 12,030 | 6,958 | — | 6,415 | 4,018 | 29,421 | | Timothy Smith | 10,281 | — | 1,173 | 6,415 | 5,838 | 23,707 |

  47. Summary Compensation Table

    _____________________ (a)For 2024, we matched 100% of the first 3% and 50% of the next 2% percent of eligible compensation (subject to applicable Internal Revenue Code limits) contributed on a pre-tax basis to our 401(k) plan. (b)Amounts in this column reflect the incremental cost to our company relating to personal use by the applicable NEO and/or his family of aircraft owned and/or leased by our company or its affiliates. (c)Amounts include, as applicable, reimbursement by our company of airfare, hotel, dining and other personal, entertainment and travel related expenses for Mr. Lehmkuhl and/or his family, as well as (i) $7,544 paid to Mr. Lehmkuhl in personal expense reimbursements after the communicated end date of this benefit and (ii) a cash payment of $223,293 to Mr. Lehmkuhl representing the unused portion of the personal expense reimbursement benefit for calendar years 2022 and 2023. (d)Amounts in this column reflect (i) fees paid by the company for tax and estate planning services and (ii) for Mr. Lehmkuhl, legal fees paid or reimbursed by the company in connection with the negotiation of the Amended Lehmkuhl Agreement. (e)Amounts in this column are based on the aggregate incremental cost to our company for company-paid life insurance premiums (Mr. Lehmkuhl- $1,518; Mr. Crisci- $990; Mr. Thattai- $1,518; Mr. Rivera- $1,518; and Mr. Smith- $2,838), annual executive medical examinations (Mr. Lehmkuhl- $2,500; Mr. Crisci- $3,500; Mr. Thattai- $2,500; Mr. Rivera- $2,500; and Mr. Smith- $3,000) and auto allowance (Mr. Lehmkuhl- $18,462). In addition to the amounts reflected in the table above, Mr. Lehmkuhl also received payments in respect of the redemption by BGLH of certain BGLH Restricted Units. See “Certain Relationships and Related Party Transactions—Unit Redemptions Prior to IPO.” Such amounts are payments with respect to the NEO’s equity ownership interests in BGLH and are not considered compensation paid by us.

  48. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table provides information relating to grants of plan-based awards made during 2024.

  49. Grants of Plan-Based Awards in 2024

    | | | | 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(5) (#) | Grant Date Fair Value of Stock and Option Awards(6) (#) | | Name | Grant Date(3) | Date of Approval(4) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Greg Lehmkuhl | | | | | | | | | | |

  50. Grants of Plan-Based Awards in 2024

    | Annual Incentive Bonus | — | — | — | 2,100,000 | 4,200,000 | — | — | — | — | — | | BGLH Restricted Units | 2/21/2024 | 2/21/2024 | — | — | — | — | — | — | 31,088 | 3,000,002 | | LTIP Units (Time-Vesting Annual Award) | 7/26/2024 | 7/15/2024 | — | — | — | — | — | — | 268,422 | 22,246,815 | | LTIP Units (Performance Vesting Annual Award ) | 8/26/2024 | 7/15/2024 | — | — | — | 201,316 | 402,632 | 805,264 | — | 36,176,485 | | LMEP Units (Performance-Vesting Tranche) | 1/1/2024 | 1/31/2020 | — | — | — | — | 187,875 | — | — | 1,069,009 | | Rob Crisci | | | | | | | | | | | | Annual Incentive Bonus | — | — | 253,750 | 875,000 | 1,750,000 | — | — | — | — | — | | LTIP Units (Time-Vesting) (7) | 7/26/2024 | 7/15/2024 | — | — | — | — | — | — | 55,556 | 4,604,481 | | LTIP Units (Time-Vesting Annual Award) | 7/26/2024 | 7/15/2024 | — | — | — | — | — | — | 52,632 | 4,362,140 | | LTIP Units (Performance-Vesting Annual Award) | 8/26/2024 | 7/15/2024 | — | — | — | 39,474 | 78,948 | 157,895 | — | 7,093,478 | | LMEP Units (Performance-Vesting Tranche) | 1/1/2024 | 4/19/2023 | — | — | — | — | 365,167 | — | — | 606,177 | | Sudarsan Thattai | | | | | | | | | | | | Annual Incentive Bonus | — | — | 186,075 | 641,639 | 1,283,279 | — | — | — | — | — | | LTIP Units (Time-Vesting) (7) | 7/26/2024 | 7/15/2024 | — | — | — | — | — | — | 187,286 | 15,522,264 | | LTIP Units (Time-Vesting Annual Award) | 7/26/2024 | 7/15/2024 | — | — | — | — | — | — | 52,632 | 4,362,140 | | LTIP Units (Performance-Vesting Annual Award) | 8/26/2024 | 7/15/2024 | — | — | — | 39,474 | 78,948 | 157,895 | — | 7,093,478 | | LMEP Units (Performance-Vesting Tranche) | 1/1/2024 | 3/29/2022 | — | — | — | — | 18,500 | — | — | 33,855 | | LMEP Units (Performance-Vesting Tranche) | 1/1/2024 | 3/5/2021 | — | — | — | — | 23,316 | — | — | 62,953 | | LMEP Units (Performance-Vesting Tranche) | 1/1/2024 | 3/9/2020 | — | — | — | — | 25,050 | — | — | 142,535 | | Jeffrey Rivera | | | | | | | | | | | | Annual Incentive Bonus | — | — | 239,250 | 825,000 | 1,650,000 | — | — | — | — | — | | Stock Payment Award (IPO Bonus) (8) | 7/26/2024 | 7/15/2024 | — | — | — | — | — | — | 8,224 | 681,605 | | LTIP Units (Time-Vesting) (7) | 7/26/2024 | 7/15/2024 | — | — | — | — | — | — | 80,693 | 6,687,836 | | LTIP Units (Time-Vesting Annual Award) | 7/26/2024 | 7/15/2024 | — | — | — | — | — | — | 15,790 | 1,308,675 | | LTIP Units (Performance-Vesting Annual Award) | 8/26/2024 | 7/15/2024 | — | — | — | 11,843 | 23,685 | 47,369 | — | 2,128,097 | | LMEP Units (Performance-Vesting Tranche) | 1/1/2024 | 3/29/2022 | — | — | — | — | 29,595 | — | — | 54,159 | | LMEP Units (Performance-Vesting Tranche) | 1/1/2024 | 3/5/2021 | — | — | — | — | 10,598 | — | — | 28,615 | | LMEP Units (Performance-Vesting Tranche) | 1/1/2024 | 3/9/2020 | — | — | — | — | 43,838 | — | — | 249,438 | | Tim Smith | | | | | | | | | | | | Annual Incentive Bonus | — | — | 156,469 | 539,549 | 1,079,098 | — | — | — | — | — | | LTIP Units (Time-Vesting) (7) | 7/26/2024 | 7/15/2024 | — | — | — | — | — | — | 50,734 | 4,204,834 |

  51. Grants of Plan-Based Awards in 2024

    | LTIP Units (Time-Vesting Annual Award) | 7/26/2024 | 7/15/2024 | — | — | — | — | — | — | 26,316 | 2,181,070 | | LTIP Units (Performance-Vesting Annual Award) | 8/26/2024 | 7/15/2024 | — | — | — | 19,737 | 39,474 | 78,948 | — | 3,546,739 | | LMEP Units (Performance-Vesting Tranche) | 1/1/2024 | 3/29/2022 | — | — | — | — | 14,797 | — | — | 27,079 | | LMEP Units (Performance-Vesting Tranche) | 1/1/2024 | 3/5/2021 | — | — | — | — | 16,957 | — | — | 45,784 | | LMEP Units (Performance-Vesting Tranche) | 1/1/2024 | 3/9/2020 | — | — | — | — | 12,525 | — | — | 71,267 |

  52. Grants of Plan-Based Awards in 2024

    (1)Reflects threshold, target and maximum payment opportunities under our 2024 annual bonus program. For a description of our annual incentive bonus plan, see “Compensation Discussion and Analysis—Elements of Compensation—Annual Bonus Program” above. The actual amounts paid in the first quarter of 2025 under our 2024 annual bonus program are disclosed in the “Summary Compensation Table” under the “Non–Equity Incentive Plan Compensation” column. (2)Reflects (i) performance-vesting annual awards of LTIP “base” units granted during 2024 and (ii) 2024 Performance Vesting Tranches of LMEP Units awarded to the NEOs in prior years. The vesting provisions for the performance-vesting LTIP units and the LMEP Units are described above in the section titled “Compensation Discussion and Analysis—Elements of Compensation—Equity-Based Long-Term Incentive Awards—Annual Equity-Based Awards—Performance Vesting Annual LTIP Unit Awards.” All unvested LMEP Units were cancelled and terminated in connection with the IPO, as described in the section titled “—Treatment of LMEP Units and BGLH Restricted Units in Connection with our IPO” above. (3)Represents the grant date determined for financial statement reporting purposes pursuant to FASB ASC Topic 718. (4)Represents the date on which the applicable issuer took action to grant the applicable award (to the extent the date differs from the grant date determined for financial statement reporting purposes pursuant to FASB ASC Topic 718). (5)Reflects BGLH Restricted Units, time-vesting LTIP units and time-vesting RSUs granted during 2024. The vesting provisions for the BGLH Restricted Units, time-vesting LTIP units and time-based RSUs are described above in the sections titled “Compensation Discussion and Analysis—Elements of Compensation—Equity-Based Long-Term Incentive Awards.” (6)Amounts shown in this column represent the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718. For performance-vesting LTIP units, amounts shown are based on grant date fair value of the “base” units utilizing a Monte Carlo simulation for the market vesting condition and probable outcome (at target levels) of performance of the financial performance conditions as of the grant date, calculated under FASB ASC Topic 718. For 2024 Performance Vesting Tranches of LMEP Units, amounts shown are based on probable outcomes as of the applicable measurement date under FASB ASC Topic 718. For additional information on the valuation assumptions for 2024, refer to Note 15 to our consolidated financial statements for the fiscal year ended December 31, 2024, included in our Annual Report on Form 10-K for the year ended December 31, 2024. (7)Represents the LTIP units granted to the applicable NEO with respect to his LMEP Units in connection with the completion of the IPO, as described above in the sections titled “Compensation Discussion and Analysis—Elements of Compensation—Equity-Based Long-Term Incentive Awards—Treatment of LMEP Units and BGLH Restricted Units in Connection with our Initial Public Offering.” (8)Represents IPO Awards in the form of fully vested shares of our common stock that Mr. Rivera elected to receive in lieu of a cash IPO award.

  53. Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table Named Executive Officer Employment Agreements We previously entered into an employment agreement with each of Mr. Lehmkuhl and Mr. Crisci, and an employment letter with Mr. Rivera. The material terms of the Employment Agreements and Mr. Rivera’s employment letter are described below, each as in effect during 2024. As discussed in the section titled “—Compensation Discussion and Analysis—Elements of Compensation—Annual Bonus Program” above, on April 17, 2025, we entered into amended and restated employment agreements with Messrs. Lehmkuhl and Crisci in order to reflect that, commencing in 2025, the annual bonus opportunities of our NEOs, including Messrs. Lehmkuhl and Mr. Crisci, may be in the form of cash and/or performance-vesting equity awards. Greg Lehmkuhl Original Employment Agreement On January 1, 2020, we entered into an employment agreement with Mr. Lehmkuhl (the “Original Lehmkuhl Agreement”), which provided for Mr. Lehmkuhl’s continued employment with our company as our Chief Executive Officer. In connection with our IPO, on July 26, 2024, we entered into an amended and restated employment agreement with Mr. Lehmkuhl (the “Amended Lehmkuhl Agreement”) that amended and restated in its entirety the Original Lehmkuhl Agreement. The Amended Lehmkuhl Agreement is summarized below under the section entitled “—Lehmkuhl Amended Employment Agreement”. The term of employment under the Original Lehmkuhl Agreement was five years, following which the employment relationship was to remain at-will or as otherwise mutually agreed to by the parties. Pursuant to the Original Lehmkuhl Agreement, Mr. Lehmkuhl was entitled to receive an annual base salary of $1,000,000 per year, subject to annual review and increase by our board of directors in its sole discretion. Mr. Lehmkuhl’s 2024 annual base salary was $1,200,000. The Original Lehmkuhl Agreement provided that Mr. Lehmkuhl was eligible to earn annual cash performance bonuses, based on the attainment of company, individual and/or performance objectives as determined by our board of directors, with target and maximum bonus opportunities equal to 150% and 250%, respectively, of Mr. Lehmkuhl’s annual base salary. The target and maximum bonus amounts were permitted to be increased (but not reduced) by our board of directors in its sole discretion. Mr. Lehmkuhl’s 2024 target annual bonus was equal to 175% of his annual base salary. Mr. Lehmkuhl received an initial award of 65,217 BGLH Restricted Units in connection with his entry into the Original Lehmkuhl Agreement in 2020. In addition, the Original Lehmkuhl Agreement provided for subsequent issuances of BGLH Restricted Units to Mr. Lehmkuhl, each with a value equal to $3,000,000, within the first 60 days of each of 2021, 2022, 2023 and 2024. The BGLH Restricted Units awarded in 2020, 2021 and 2022 vested in three substantially equal annual installments and the BGLH Restricted Units awarded in 2023 vested in two substantially equal installments, in each case, beginning on the December 31 of the year in which the applicable grant date occurs. The BGLH Restricted Units awarded in 2024 were subject to vest in full on December 31, 2024 (or, if earlier, in connection with the consummation of our IPO, as described above). In each case, the vesting of the BGLH Restricted Units was subject to Mr. Lehmkuhl’s continued employment through the applicable vesting date. In addition to the foregoing BGLH Restricted Unit awards granted to Mr. Lehmkuhl pursuant to the Original Lehmkuhl Agreement, Mr. Lehmkuhl received additional discretionary grants of BGLH Restricted Units. The Original Lehmkuhl Agreement also provided that BGLH would make certain tax loans to Mr. Lehmkuhl with respect to the BGLH Restricted Units. Such loans were forgiven or repaid prior to the consummation of our IPO. Also in connection with Mr. Lehmkuhl’s entry into the Original Lehmkuhl Agreement, Mr. Lehmkuhl received an award of 1,878,750 Class C-10 Units of LLH MGMT Profits, LLC (the “LMEP Class C-10 Units”). The LMEP Class C-10 Units were subject to vest (i) with respect to 50% of such units in five substantially equal annual installments commencing on December 31, 2020, and (ii) with respect to 50% of such units based on the attainment of EBITDA targets and other performance goals established by our board of directors for calendar years 2020-2024, in each case, subject to Mr. Lehmkuhl’s continued employment through the applicable vesting date. In addition, the Original Lehmkuhl Agreement contained customary confidentiality and assignment of inventions provisions, as well as (i) non-compete restrictions effective during employment and for 24 months thereafter (or during any period during which LLH MGMT Profits, LLC or BGLH was paying for the repurchase of the LMEP Class C-10 Units or the BGLH Restricted Units respectively, or such purchase price remained payable), and (ii) customer, supplier and service provider non-solicitation provisions, effective during employment and for 24 months thereafter. The severance benefits and payments which were payable to Mr. Lehmkuhl under the Original Lehmkuhl Agreement upon certain qualifying terminations of his employment are summarized below under the section entitled “—Potential Payments Upon Termination or Change in Control”. Lehmkuhl Amended Employment Agreement The material terms of the Amended Lehmkuhl Agreement are substantially the same as the Original Lehmkuhl Agreement, except as follows: •The Amended Lehmkuhl Agreement provides for an initial five year term of employment commencing on July 26, 2024, with automatic successive one-year renewals, unless either the company or the executive provides notice of such party’s intention not to renew the term at least 90 days prior to the expiration of the then-current term; •The Amended Lehmkuhl Agreement memorializes Mr. Lehmkuhl’s base salary ($1,200,000) and target and maximum annual bonus opportunities (175% and 350%, respectively, of his annual base salary); •The Amended Lehmkuhl Agreement provides that Mr. Lehmkuhl is eligible to receive annual equity-based awards under the 2024 Plan as determined by our board of directors or the compensation committee in its sole discretion; •The Amended Lehmkuhl Agreement includes a “best pay cap” under Section 280G of the Code, pursuant to which any “parachute payments” that become payable to Mr. Lehmkuhl will either be paid in full or reduced so that such payments are not subject to the excise tax under Section 4999 of the Code, whichever results in the better after-tax treatment to Mr. Lehmkuhl; and •The Amended Lehmkuhl Agreement provides for certain severance benefits and payments payable to Mr. Lehmkuhl upon qualifying terminations of his employment that differ from the Original Lehmkuhl Agreement in certain respects, as summarized below under the section entitled “—Potential Payments Upon Termination or Change in Control”. The Amended Lehmkuhl Agreement also updates and/or removes certain provisions relating to BGLH Restricted Units and LMEP Units previously granted to Mr. Lehmkuhl. Rob Crisci Original Employment Agreement On April 12, 2023, we entered into an employment agreement with Mr. Crisci (the “Original Crisci Agreement”), which provided for Mr. Crisci’s employment with our company as our Chief Financial Officer. In connection with our IPO, on July 26, 2024, we entered into an amended and restated employment agreement with Mr. Crisci (the “Amended Crisci Agreement”) that amended and restated in its entirety the Original Crisci Agreement. The Amended Crisci Agreement is summarized below under the section entitled “—Crisci Amended Employment Agreement”.

  54. Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

    The term of employment under the Original Crisci Agreement was three years, following which the employment relationship was to remain at-will. Pursuant to the Original Crisci Agreement, Mr. Crisci was entitled to receive an annual base salary of $700,000 per year, pro-rated for any partial years of employment, subject to annual review and increase by our company in its sole discretion. The Original Crisci Agreement provided that Mr. Crisci was eligible to earn annual cash performance bonuses, based on the attainment of company, individual and/or performance objectives as determined by our company with a target bonus opportunity equal to 125% of Mr. Crisci’s annual base salary. In connection with Mr. Crisci’s entry into the Original Crisci Agreement, Mr. Crisci was granted an award of 111,111 BGLH Restricted Units and an award of 2,191,000 LMEP Class C-14 Common Units of LLH MGMT Profits II, LLC. The BGLH Restricted Units were subject to vest in full on the first to occur of (i) the eighteen-month anniversary of the date on which Mr. Crisci commenced employment with our company, and (ii) the consummation of our IPO, subject to Mr. Crisci’s continued employment through the vesting date. The LMEP Class C-14 Units were subject to vest (i) with respect to 50% of such units in three substantially equal annual installments commencing on April 19, 2024, and (ii) with respect to 50% of such units based on the attainment of EBITDA targets and other performance goals established by our board of directors for calendar years 2023-2025, in each case, subject to Mr. Crisci’s continued employment through the applicable vesting date. In connection with entering into the Original Crisci Agreement, Mr. Crisci concurrently entered into a Proprietary Information, Inventions, Non-Solicitation Agreement and a Confidentiality Agreement, which contained customary confidentiality and assignment of inventions provisions, as well as (i) standard non-solicitation of personnel and business relationships provisions, effective during employment and for 24 months thereafter and (ii) a non-disparagement provision. The severance benefits and payments which were payable to Mr. Crisci under the Original Crisci Agreement upon certain qualifying terminations of his employment are summarized below under the section entitled “—Potential Payments Upon Termination or Change in Control”. Crisci Amended Employment Agreement The material terms of the Amended Crisci Agreement are substantially the same as the Original Crisci Agreement, except as follows: •The Amended Crisci Agreement provides that Mr. Crisci is eligible to receive annual equity-based awards under the 2024 Plan as determined by our board of directors or the compensation committee in its sole discretion; •The Amended Crisci Agreement includes a “best pay cap” under Section 280G of the Code, pursuant to which any “parachute payments” that become payable to Mr. Crisci will either be paid in full or reduced so that such payments are not subject to the excise tax under Section 4999 of the Code, whichever results in the better after-tax treatment to Mr. Crisci; and •The Amended Crisci Agreement provides for certain severance benefits and payments payable to Mr. Crisci upon qualifying terminations of his employment that differ from the Original Crisci Agreement in certain respects, as summarized below under the section entitled “—Potential Payments Upon Termination or Change in Control”. The Amended Crisci Agreement also updates and/or removes certain provisions relating to BGLH Restricted Units and LMEP Units previously granted to Mr. Crisci. Jeffrey Rivera We and Mr. Rivera are parties to an employment letter, dated April 5, 2022, which provides for Mr. Rivera’s employment as our Chief Operating Officer on an at-will basis. The letter provides for an annual base salary equal to $630,000 per year and provides that Mr. Rivera will report to our Chief Executive Officer. Mr. Rivera’s annual base salary for the last completed fiscal year is set forth in the Summary Compensation Table above. In connection with the completion of our IPO, we adopted, and Mr. Rivera became a participant in, the Severance Plan, at which time his employment letter was terminated and cancelled.

  55. Outstanding Equity Awards at Year-End Table

    Outstanding Equity Awards at Year-End Table The following table sets forth information regarding outstanding unvested incentive equity awards held by our NEOs as of December 31, 2024.

  56. Outstanding Equity Awards at Year-End Table

    | | Stock Awards | | | | | | | | | | Equity Incentive Plan Awards: | Equity Incentive Plan Awards: | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Greg Lehmkuhl | 7/26/2024(2) | 268,422 | 15,721,477 | — | — | | | 8/26/2024(3) | — | — | 259,928 | 15,223,983 | | Rob Crisci | 7/26/2024(4) | 55,556 | 3,253,915 | — | — | | | 7/26/2024(2) | 52,632 | 3,082,656 | — | — | | | 8/26/2024(3) | — | — | 50,967 | 2,985,137 | | Sudarsan Thattai | 7/26/2024(4) | 187,286 | 10,969,341 | — | — | | | 7/26/2024(2) | 52,632 | 3,082,656 | — | — | | | 8/26/2024(3) | — | — | 50,967 | 2,985,137 | | Jeffrey Rivera | 7/26/2024(4) | 80,693 | 4,726,189 | — | — | | | 7/26/2024(2) | 15,790 | 924,820 | — | — | | | 8/26/2024(3) | — | — | 15,291 | 895,594 | | Timothy Smith | 7/26/2024(4) | 50,734 | 2,971,490 | — | — | | | 7/26/2024(2) | 26,316 | 1,541,328 | — | — | | | 8/26/2024(3) | — | — | 25,484 | 1,492,598 |

  57. Outstanding Equity Awards at Year-End Table

    (1)Reflects the number of unvested units subject to the applicable LTIP unit award as of December 31, 2024 shown in the table multiplied by the per share closing price of our common stock on December 31, 2024, which was $58.57 per share. (2)Reflects the time-vesting annual awards of LTIP units that vest in substantially equal annual installments on each of the first three anniversaries of April 1, 2024, subject to the NEO’s continued employment or service with the company through the applicable vesting date. These awards are subject to certain accelerated vesting provisions in connection with a qualifying termination of the NEO’s employment, as further described under the section titled “—Elements of Compensation—Equity-Based Long-Term Incentive Awards—Annual Equity-Based Awards— Time-Vesting Annual LTIP Unit Awards.” (3)Reflects the performance-vesting annual awards of LTIP units that vest based on the company’s attainment of specified performance goals relating to (i) AFFO per share, (ii) NOI growth, and (iii) TSR relative to the TSR of the S&P 500, during the performance period commencing on January 1, 2024 (for the AFFO per share and NOI goals) or the date of completion of our IPO (for the relative TSR goal), and ending on December 31, 2026, subject to the NEO’s continued employment or service with the company through the end of the performance period. Amounts shown reflect the Company’s achievement, assuming that the performance period had ended as of December 31, 2024, of the AFFO per share goals at target level of performance and the NOI goals at threshold performance, in each case, as modified by the TSR modifier at 80% and with applicable adjustments to reflect the truncated performance period. These awards are subject to certain accelerated vesting provisions in connection with a qualifying termination of the NEO’s employment, as further described under the section titled “—Elements of Compensation—Equity-Based Long-Term Incentive Awards—Annual Equity-Based Awards—Performance-Vesting Annual LTIP Unit Awards.” (4)Reflects the time-vesting LTIP units granted in replacement of outstanding unvested LMEP Units, that vest in substantially equal annual installments on each of the first three anniversaries of April 1, 2024, subject to the NEO’s continued employment or service with the company through the applicable vesting date. These awards are subject to certain accelerated vesting provisions in connection with a qualifying termination of the NEO’s employment, as further described under the section titled “—Elements of Compensation—Equity-Based Long-Term Incentive Awards—Treatment of LMEP Units and BGLH Restricted Units in Connection with our Initial Public Offering.”

  58. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table sets forth information regarding vesting of stock awards held by our NEOs during fiscal year 2024. No stock options were exercised by our NEOs during fiscal year 2024.

  59. Option Exercises and Stock Vested in 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Greg Lehmkuhl | 60,179 | 4,987,595 | | Rob Crisci | 476,277 | 9,398,766 | | Sudarsan Thattai | 134,889 | 802,545 | | Jeffrey Rivera | 92,254 | 994,475 | | Timothy Smith | 44,278 | 124,750 |

  60. Option Exercises and Stock Vested in 2024

    _____________________ (1)Amounts are calculated by multiplying the number of units or shares vested by the value of the applicable LMEP Unit, BGLH Restricted Unit or share of our common stock on the vesting date. Neither the LMEP Units or BGLH Restricted Units were publicly traded as of the applicable vesting date and, therefore, there was no ascertainable public market value for the units as of such date. The value of the units reported is (i) with respect to any vesting date that occurred prior to the completion of our IPO, based on the equity value of Lineage Holdings or BGLH, as applicable, derived from the most recent independent third-party valuation prior to the applicable vesting date or (ii) with respect to vesting that occurred in connection with our IPO, the closing price of our stock on July 26, 2024.

  61. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table We maintain the Lineage Logistics Holdings, LLC Deferred Compensation Plan (the “Deferred Compensation Plan”) for a select group of our highly compensated employees, in which all of our NEOs are eligible to participate. The following table contains information regarding the Deferred Compensation Plan.

  62. Nonqualified Deferred Compensation Table

    | | Executive Contributions in Last Year ($)(1) | Registrant Contributions in Last Year ($) | Aggregate Earnings in Last Year ($) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at Last Year End ($) | | Greg Lehmkuhl | — | — | — | — | — | | Rob Crisci | — | — | — | — | — | | Sudarsan Thattai | — | — | — | — | — | | Jeffrey Rivera | 129,012 | — | 54,200 | — | 183,212 | | Timothy Smith | — | — | — | — | — |

  63. Nonqualified Deferred Compensation Table

    _____________________ (1)Mr. Rivera’s 2024 contribution to the Deferred Compensation Plan consists of a portion of his 2024 annual cash bonus and was made in 2025 (when 2024 annual cash bonuses were determined and paid). The amounts are included as compensation in the “Summary Compensation Table” for 2024. Under the Deferred Compensation Plan, eligible employees, including our NEOs, are permitted to defer receipt of a minimum of 10% up to a maximum of 75% of their base salary and a minimum of 10% up to a maximum of 100% of their annual cash bonus, commissions and/or other cash compensation earned during a plan year. The Deferred Compensation Plan also provides for the deferral of awards under the Lineage Logistics Holdings, LLC 2021 Value Creation Unit Plan (the “2021 LVCP”). However, none of our NEOs participated in the 2021 LVCP, which was also terminated with respect to any new awards being made thereunder in connection with our IPO, and consequently, the provisions relating to 2021 LVCP awards are not included in this description of the Deferred Compensation Plan. The amounts deferred under the Deferred Compensation Plan are deemed to be invested in investment alternatives chosen by the participant from a range of choices established by the plan administrator. The balances of participant accounts are adjusted to reflect the earnings that would have been obtained if the participant contributions had actually been invested in the applicable investment alternatives. Participants may allocate their deferred compensation to (i) a retirement account or (ii) one or more flex accounts (i.e. separation accounts and specified date accounts). Participants may also elect whether to receive distributions of their account balances in a single lump sum amount or in annual installments to be paid over a period not to exceed five years (with respect to specified date accounts) or ten years (with respect to retirement and separation accounts). We may from time to time in our sole discretion, credit discretionary company contributions in the form of matching, profit sharing or other contributions, to any participant’s retirement account, in any amount. Company contributions shall vest on the schedule specified by the plan administrator (unless they are “make-up matching contributions” or “supplemental matching contributions” which vest at the rate provided under the 401(k) plan), and shall become 100% vested if while the participant is employed, such participant dies, becomes disabled, or there is a change in control (as defined in the Deferred Compensation Plan), the participant attains age 65, or accelerated vesting is otherwise provided for by the participating employer. A participant’s account becomes payable upon the first to occur of the payment date or events applicable to such account, including: (i) the calendar year specified by the participant, (ii) a separation from service, (iii) death, or (iv) an unforeseeable emergency (upon request of participant and approval of the plan administrator). Notwithstanding the foregoing, the plan administrator in its discretion may cash-out small balances and/or accelerate or delay payments to the extent permitted under Section 409A of the Code. Payment of a participant’s account will be made or commence, as applicable, as follows: (i) in the case of a specified date account, on the first day of the month specified by the participant, (ii) in the case of a separation from service (other than death), in the calendar year following the year in which the separation from service occurs, unless, with respect to a retirement or separation account, the participant elected a later year (specified date account balances will be paid in a single lump sum, regardless of whether payment commenced pursuant to the preceding subclause (i), as of the date of separation from service), (iii) in the case of death (regardless of whether the participant is an employee at the time of death), all remaining vested account balances shall be paid to his or her beneficiary in a single lump sum no later than December 31 of the year following the year in which the participant’s death occurs, (iv) in the case of an unforeseeable emergency, in a single lump sum within the 90-day period following the plan administrator’s approval of the payment. In the case of a change in control (as defined in the Deferred Compensation Plan) of our company, a participant who experiences a separation from service in the same calendar year, or within 24 months following such Change in Control will receive all of their unpaid account balances in a single lump sum in the calendar year following the separation from service. The Deferred Compensation Plan is administered by our company, which has the authority to appoint or delegate the administration of the plan to a committee. The Deferred Compensation Plan is an unfunded plan for Federal tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended. A “rabbi trust” has been established to satisfy our obligations under the Deferred Compensation Plan.

  64. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Original Employment Agreement—Mr. Lehmkuhl Under the Original Lehmkuhl Agreement, in the event of a termination of Mr. Lehmkuhl’s employment by us without cause, or by Mr. Lehmkuhl for good reason (each as defined in the Original Lehmkuhl Agreement), Mr. Lehmkuhl would have been eligible to receive the following severance payments and benefits: (i)a cash amount equal to two times the sum of (A) his then-current annual base salary, and (B) his then-current annual target cash bonus, payable in substantially equal installments in accordance with our customary payroll practices; (ii)a cash amount equal to Mr. Lehmkuhl’s annual bonus that would have otherwise been earned by him for the year in which the termination occurs (determined in accordance with the Original Lehmkuhl Agreement and pro-rated based on the number of days employed during such year) (the “Pro-Rata Annual Bonus”), payable no later than March 15 of the year following the year in which the termination occurs; (iii)company-subsidized healthcare coverage at the same levels as in effect on the date of termination for up to 24 months following the applicable date of termination; and (iv)accelerated vesting of a pro rata portion of the tranche of any then-outstanding LMEP Class C-10 Units that would, absent such termination, have vested on the next subsequent vesting date following the date of termination. Under the Original Lehmkuhl Agreement, in the event of a termination of Mr. Lehmkuhl’s employment due to his death or disability (as defined in the Original Lehmkuhl Agreement), Mr. Lehmkuhl would have been eligible to receive the following severance payments and benefits: (i)the Pro-Rata Annual Bonus; and (ii)each then-outstanding award of LMEP Class C-10 Units held by Mr. Lehmkuhl would have vested with respect to an aggregate number of LMEP Class C-10 Units equal to (x) the number of LMEP Class C-10 Units that would have vested prior to such termination had 20% of such award vested on each anniversary of the grant date, plus (y) 20% of such award, plus (z) a pro-rated portion of 20% of such award for the year in which the date of his termination occurs, provided that in no event would the sum of (x), (y) and (z) have been greater than 100% of the award. Amended Employment Agreement—Mr. Lehmkuhl Under the Amended Lehmkuhl Agreement, in the event of a termination of Mr. Lehmkuhl’s employment by our company without cause or by Mr. Lehmkuhl for good reason (each as defined in the Amended Lehmkuhl Agreement), Mr. Lehmkuhl is eligible to receive the following severance payments and benefits: (i)a cash amount equal to two times (2x) (or, in the event such termination occurs on or within 18 months following a “change in control” (as defined in the 2024 Plan), three times (3x)) the sum of (A) his then current annual base salary and (B) his then-current target annual cash bonus, payable in substantially equal installments in accordance with the company’s customary payroll practices; (ii)the Pro-Rata Annual Bonus, plus any unpaid annual cash bonus for any prior completed year (the “Prior Year Bonus”), payable no later than March 15 of the year following the year in which the termination occurs; and (iii)company-subsidized healthcare coverage at the same levels as in effect on the date of termination for up to 24 months (or, in the event such termination occurs on or within 18 months following a change in control, 36 months) following the applicable date of termination. In addition, the Amended Lehmkuhl Agreement provides that in the event of a termination of Mr. Lehmkuhl’s employment due to his death, disability, family disability or retirement (each as defined in the Amended Lehmkuhl Agreement), Mr. Lehmkuhl is eligible to receive the Pro-Rata Annual Bonus, plus any Prior Year Bonus, as set forth above. In consideration of the severance payments and benefits described above, Mr. Lehmkuhl will be required to execute a general release of claims in favor of the company and its affiliates. Original Employment Agreement—Mr. Crisci Under the Original Crisci Agreement, in the event of a termination of Mr. Crisci’s employment by us without cause, or by Mr. Crisci for good reason (each as defined in the Original Crisci Agreement), Mr. Crisci would have been eligible to receive an amount equal to the sum of (i) his then-current annual base salary, and (ii) his then-current target annual cash bonus, payable in substantially equal installments in accordance with our customary payroll practices. Under the Original Crisci Agreement, in the event of a termination of Mr. Crisci’s employment upon the expiration of the Original Crisci Agreement, Mr. Crisci would have been entitled to any unpaid annual cash bonus earned in respect of the calendar year immediately preceding the year of expiration, payable in a lump-sum. Mr. Lehmkuhl’s and Mr. Crisci’s eligibility to receive the severance payments and benefits described above upon certain qualifying terminations of employment, as described above, is subject to the applicable NEO’s (i) timely execution and non-revocation of a general release of claims in favor of our company and (ii) continued compliance with the restrictive covenant obligations described above under “—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table—Named Executive Officer Employment Agreements.” Amended Employment Agreement—Mr. Crisci Under the Amended Crisci Agreement, in the event of a termination of Mr. Crisci’s employment by the company without cause or by Mr. Crisci for good reason (each as defined in the Amended Crisci Agreement), Mr. Crisci is eligible to receive the following severance payments and benefits: (i)a cash amount equal to one times (1x) (or, in the event that such termination occurs on or within 18 months following a change in control, one and one-half times (1.5x)) the sum of (A) his then-current annual base salary and (B) his then-current target annual cash bonus, payable in substantially equal installments in accordance with the company’s customary payroll practices; (ii)any Prior Year Bonus, payable no later than 60 days following the termination date; and (iii)company-subsidized healthcare coverage at the same levels as in effect on the date of termination for up to 12 months (or, in the event that such termination occurs on or within 18 months following a change in control, 18 months) following the applicable date of termination. In addition, the Amended Crisci Agreement provides that in the event of a termination of Mr. Crisci’s employment upon the expiration of his amended Employment Agreement, or due to his death, disability, or retirement (each as defined in his Amended Crisci Agreement), Mr. Crisci is eligible to receive the Prior Year Bonus, payable no later than 60 days following the termination date. In consideration of the severance payments and benefits described above, Mr. Crisci will be required to execute a general release of claims in favor of the company and its affiliates. Letter Agreement—Mr. Thattai

  65. Potential Payments Upon Termination or Change in Control

    Prior to our IPO, we were party to a letter agreement, dated February 19, 2012, with Mr. Thattai, which provided that in the event of a termination of Mr. Thattai’s employment other than by us for cause, Mr. Thattai would have been entitled to continued base salary and employee benefits for a period of six months following the date of termination (or ending on such earlier date on which he accepts employment with a subsequent employer). In the event of a termination by Mr. Thattai, such severance payments and benefits would have been conditioned on Mr. Thattai’s continued support of our company during the severance period. In connection with our IPO, Mr. Thattai became a participant in the company’s Severance Plan, which is described below in “—Potential Payments on Termination or Change in Control—Executive Severance Plan” and supersedes and replaces the severance payments and benefits under Mr. Thattai’s letter agreement. LMEP Awards Prior to our IPO, if a NEO’s service relationship was terminated by us for any reason other than for “cause,” LLH MGMT Profits, LLC or LLH MGMT Profits II, LLC, as applicable, would have had the option to purchase the vested LMEP Units at fair market value at any time within six months after the date of such termination. Prior to our IPO, if a NEO’s service relationship was terminated as a result of his death or disability (as defined in the applicable award agreement), then subject to the timely execution and non-revocation of a release of claims in favor of LLH MGMT Profits, LLC or LLH MGMT Profits II, LLC, as applicable, Lineage and their affiliates, the LMEP Units would have vested on an accelerated basis with respect to an aggregate number of LMEP Units equal to (x) 33% or 20% (depending on whether the time-vesting schedule of the award is a three-year or five-year period) of the total Time-Based LMEP Units, plus (y) a pro-rated portion of 33% or 20% of the Time-Based LMEP Units for the year in which the date of such termination occurs, provided that in no event shall the sum of (x) and (y) be greater than 100% of the total time-based vesting LMEP Units subject to the award. Prior to our IPO, in the event of an exit transaction, all Time-Based LMEP Units would have, subject to the applicable NEO’s timely execution and non-revocation of a release in favor of LLH MGMT Profits, LLC or LLH MGMT Profits II, LLC, as applicable, Lineage and their affiliates, vested upon the earlier to occur of (i) the exit transaction, unless the successor buyer agreed to continue the NEO’s service relationship on terms that are not materially worse, in the aggregate, for the NEO than those applicable to the NEO immediately prior to the exit transaction, and (ii) if the successor buyer agreed to continue the NEO’s service relationship on terms that are not materially worse, in the aggregate, for the NEO than those applicable to the NEO immediately prior to the exit transaction, the date on which the NEO’s service relationship was terminated following an exit transaction for any reason other than a termination of the service relationship (x) by the NEO for any reason, (y) by us or any of our affiliates for Cause or (z) due to death or disability. Prior to our IPO, in the event of an exit transaction, (i) all Performance-Based LMEP Units that first became eligible to vest in the calendar year in which the closing of the exit transaction occurred, would have, subject to the applicable NEO’s timely execution and non-revocation of a release in favor of LLH MGMT Profits, LLC or LLH MGMT Profits II, LLC, applicable, Lineage and their affiliates, vested immediately prior to such closing (irrespective of the achievement of performance criteria); and (ii) all unvested Performance-Based LMEP Units subject to performance vesting in subsequent years would have been forfeited. If the exit transaction had generated net proceeds in excess of certain specified thresholds, any outstanding Performance-Based LMEP Units that failed to vest in prior years would have in full upon the occurrence of such exit transaction. Annual Awards The time-vesting and performance-vesting annual awards granted to our NEOs are subject to certain accelerated vesting provisions in connection with a qualifying termination of the NEO’s employment, as further described above under the section titled “—Elements of Compensation—Equity-Based Long-Term Incentive Awards—Annual Equity-Based Awards.” Executive Severance Plan In connection with our IPO offering, we adopted the Severance Plan. In 2024, each of Messrs. Thattai, Rivera and Smith were participants in the Severance Plan. Messrs. Lehmkuhl and Crisci do not participate in the Severance Plan. The description below summarizes the material terms of the Severance Plan. In connection with the adoption of the Severance Plan, the company entered into a participation agreement with each of the applicable executives with respect to their participation in the Severance Plan. Pursuant to the participation agreement, any prior employment agreement or offer letter between the participant and us (or any of our affiliates) will terminate. Under the Severance Plan and the applicable participation agreement, in the event that Mr. Thattai’s, Rivera’s or Smtih’s employment with the company is terminated by the company without cause (other than by reason of death or disability) or by the participant for good reason (each, as defined in the Severance Plan), the participant is entitled to receive the following: •A severance payment in an amount equal to one times (1x) (or, in the event that such termination occurs on or within 18 months following a “change in control” (as defined in the Severance Plan), one and one-half times (1.5x)) the sum of (A) the participant’s annual base salary and (B) the participant’s target annual bonus, payable in a lump-sum cash payment within 60 days following the participant’s termination date; •Any Prior Year Bonus, payable in a lump-sum cash payment within 60 days following the participant’s termination date; and •Payment or reimbursement by the company of premiums for healthcare continuation coverage under COBRA for the participant and his or her dependents for up to 12 months (or, in the event that such termination occurs on or within 18 months following a change in control, 18 months) after the termination date. In addition, in the event that Mr. Thattai’s, Rivera’s or Smith’s employment with the company is terminated due to the participant’s death, disability or retirement (each as defined in the Severance Plan), the participant is eligible to receive the Prior Year Bonus, payable no later than 60 days following the termination date. A participant’s right to receive the severance or other benefits described above is subject to the participant signing, delivering and not revoking a general release agreement in a form generally used by the company. The Severance Plan further provides that, to the extent that any payment or benefit received by a participant in connection with a change in control (as defined in the Severance Plan) would be subject to an excise tax under Section 4999 of the Code, as amended, such payments and/or benefits will be subject to a “best pay cap” reduction if such reduction would result in a greater net after-tax benefit to the participant than receiving the full amount of such payments. Each participation agreement entered into with the applicable executives contains a confidentiality covenant by the executive that extends indefinitely, a non-disparagement covenant, a noncompetition covenant that extends during the Executive’s employment and for a period of two years following a termination of the executive’s employment, and a service provider and customer non-solicitation covenant that extends during the Executive’s employment and for a period of two years following a termination of the executive’s employment.

  66. Potential Payments Upon Termination or Change in Control

    The company may amend or terminate the Severance Plan at any time and for any reason, provided that a participant’s right to receive payments and benefits under the Severance Plan may not, without the participant’s written consent, be adversely affected by an amendment or termination of the Severance Plan made within 12 months prior to the participant’s termination of employment or within 12 months before and after a change of control. The company is required to provide notice to participants within 15 days of any amendment or termination of the Severance Plan. As discussed in the section titled “—Compensation Discussion and Analysis—Elements of Compensation—Annual Bonus Program” above, on April 17, 2025, our compensation committee approved an amendment to the Severance Plan in order to reflect that, commencing in 2025, the annual bonus opportunities of our NEOs, including Messrs. Mr. Thattai, Rivera and Smith, may be in the form of cash and/or performance-vesting equity awards. Estimated Potential Payments The following table summarizes the payments that would be made to our NEOs upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2024. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination or (ii) other benefits earned or accrued by the NEO during his employment that are available to all salaried employees, such as accrued vacation.

  67. Potential Payments Upon Termination or Change in Control

    | Name | Benefits | Termination Without Cause or for Good Reason (no Change in Control) ($) (1) | Change in Control (no Termination) ($) (2) | Termination Without Cause or for Good Reason in Connection with a Change in Control ($) (3) | Termination due to Death or Disability ($) (1) | Termination due to Retirement or Family Disability ($) (1)(4) | Termination due to Company Nonrenewal ($) (1)(5) | | Greg Lehmkuhl | Cash Severance | 6,600,000 | — | 11,107,769 | 1,207,769 | 1,207,769 | — | | | Equity Acceleration(6) | 2,511,013 | 7,460,471 | 2,511,013 | 2,511,013 | 2,511,013 | 2,511,013 | | | Continued Healthcare(7) | 33,071 | — | 49,607 | — | — | — | | | Total | 9,144,084 | 7,460,471 | 13,668,389 | 3,718,782 | 3,718,782 | 2,511,013 | | Rob Crisci | Cash Severance | 1,575,000 | — | 2,362,500 | — | — | — | | | Equity Acceleration(6) | 492,457 | 1,462,903 | 492,457 | 492,457 | 492,457 | — | | | Continued Healthcare(7) | 27,155 | — | 40,733 | — | — | — | | | Total | 2,094,612 | 1,462,903 | 2,895,689 | 492,457 | 492,457 | — | | Sudarsan Thattai | Cash Severance | 1,300,000 | — | 1,950,000 | — | — | — | | | Equity Acceleration(6) | 492,457 | 1,462,903 | 492,457 | 492,457 | 492,457 | — | | | Continued Healthcare(7) | 30,694 | — | 46,041 | — | — | — | | | Total | 1,823,150 | 1,462,903 | 2,488,497 | 492,457 | 492,457 | — | | Jeffrey Rivera | Cash Severance | 1,485,000 | — | 2,227,500 | — | — | — | | | Equity Acceleration(6) | 147,772 | 438,924 | 147,772 | 147,772 | 147,772 | — | | | Continued Healthcare(7) | 30,694 | — | 46,041 | — | — | — | | | Total | 1,663,466 | 438,924 | 2,421,313 | 147,772 | 147,772 | — | | Timothy Smith | Cash Severance | 1,100,000 | — | 1,650,000 | — | — | — | | | Equity Acceleration(6) | 246,228 | 731,481 | 246,228 | 246,228 | 246,228 | — | | | Continued Healthcare(7) | 28,889 | — | 43,334 | — | — | — | | | Total | 1,375,117 | 731,481 | 1,939,562 | 246,228 | 246,228 | — |

  68. Potential Payments Upon Termination or Change in Control

    (1)Performance-vesting awards are reflected: (a) assuming actual level of performance as of December 31, 2024 for each such award (which the Company determined to be between threshold and target for the AFFO per share goals and below threshold for the NOI goals, in each case, as modified by the TSR modifier at 80%) and (b) prorated for the portion of the three-year performance period completed as of December 31, 2024 (with applicable adjustments to reflect the truncated performance period). For unvested time-vesting awards, includes the portion of the award that would have become vested upon the next regularly scheduled vesting date following December 31, 2024. (2)Assumes (i) a change in control was consummated on December 31, 2024 and (ii) that the time-vesting awards are assumed or substituted in connection with the change in control. For performance-vesting awards, includes the portion of the award that would have become vested assuming the applicable performance period ended on December 31, 2024, based on actual levels of performance (which the Company determined to be between threshold and target for the AFFO per share goals and below threshold for the NOI goals, in each case, as modified by the TSR modifier at 80% and with applicable adjustments to reflect the truncated performance period), for each such award. Unvested time-vesting awards will not accelerate. (3)Assumes a change in control was consummated on December 31, 2024. For performance-vesting awards, includes the portion of the award that would have become vested assuming the applicable performance period ended on December 31, 2024, based on actual levels of performance (which the Company determined to be between threshold and target for the AFFO per share goals and below threshold for the NOI goals, in each case, as modified by the TSR modifier at 80% and with applicable adjustments to reflect the truncated performance period), for each such award. For unvested time-vesting awards, includes the portion of the award that would have become vested upon the next regularly scheduled vesting date following December 31, 2024. (4)Amounts in this column reflect benefits payable for the NEOs in event of a termination of their employment due to retirement, and with respect to Mr. Lehmkuhl, a family disability. (5)Amounts in this column reflect benefits payable for Mr. Lehmkuhl in event of a termination of his employment due to a non-renewal of Mr. Lehmkuhl’s employment agreement by the Company. (6)Values reflect the number of accelerated LTIP units and/or RSUs, as applicable, multiplied by the per share closing market price of shares of our common stock on December 31, 2024 ($58.57 per share). (7)Amounts reflect the value of the applicable months of healthcare coverage pursuant to the NEO’s employment agreement or Severance Plan, as applicable, using our 2025 COBRA premium rate.

  69. 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 compensation actually paid to our NEOs and certain financial performance metrics of the Company using a methodology that has been prescribed by the SEC. As permitted by Item 402(v) of Regulation S-K, we are providing such disclosure beginning in 2024, because we were not required to report pursuant to Section 13(a) or 15(d) of the Exchange Act prior to such year.

  70. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on:(4) | | | | | Fiscal Year(1) | Summary Compensation Table Total for PEO(2) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Total Shareholder Return | Peer Group Total Shareholder Return(5) | Net Income (Loss) ($ millions) | Management Adjusted EBITDA ($ millions)(6) | | 2024 | $69,341,442 | $44,760,458 | $18,513,608 | $12,329,788 | $72 | $101 | $(751) | $1,342 |

  71. Pay Versus Performance

    _____________________ (1)Mr. Lehmkuhl served as our Principal Executive Officer (PEO) during 2024. Our non-PEO NEOs for 2024 were Messrs. Crisci, Thattai, Rivera and Smith. (2)Amounts reported represent, as applicable: (i) the total compensation reported in the Summary Compensation Table (“SCT”) for each respective year in the case of our PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for each respective year for our non-PEO NEOs. (3)The following amounts were deducted from / added to Summary Compensation Table (SCT) total compensation in accordance with the SEC-mandated adjustments to calculate Compensation Actually Paid (CAP) to our PEO and average CAP to our non-PEO NEOs. PEO SCT Total to CAP Reconciliation

  72. Pay Versus Performance

    | Fiscal Year | 2024 | | SCT Total | $69,341,442 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (62,492,311) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 37,605,688 | | +/- Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | — | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 2,511,289 | | +/- Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (457,295) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | (2,325,940) | | + Dividends or Other Earnings Paid on Stock or Option Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year | 577,585 | | Compensation Actually Paid | $44,760,458 |

  73. Pay Versus Performance

    Non-PEO NEO Average SCT Total to Average CAP Reconciliation

  74. Pay Versus Performance

    | Fiscal Year | 2024 | | SCT Total | $18,513,608 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (16,104,273) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 10,641,818 | | +/- Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | — | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 170,401 | | +/- Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (436,666) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | (619,289) | | + Dividends or Other Earnings Paid on Stock or Option Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year | 164,189 | | Compensation Actually Paid | $12,329,788 |

  75. Pay Versus Performance

    Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for solely time-vesting RSU and/ LTIP unit awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for performance-vesting RSU and/or LTIP unit awards (excluding any market-based awards), the same valuation methodology as RSU and/or LTIP unit awards above except that the year-end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date; and (iii) for market-based awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), which utilizes multiple input variables, including expected volatility of our stock price and other assumptions appropriate for determining fair value, to estimate the probability of satisfying the performance objective established for the award, including the expected volatility of our stock price relative to the applicable comparative index and a risk-free interest rate of derived from linear interpolation of the term structure of Treasury Constant Maturities yield rates for the applicable period. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. (4)Pursuant to rules of the SEC, the comparison assumes $100 was invested on July 26, 2024 (i.e., the date we became a publicly traded company) in our common stock. (5)The Peer Group for which Total Shareholder Return is provided in the table is the MSCI US REIT Index (“RMZ”), which is used for the Company’s stock performance chart in the 2024 Form 10-K. (6)Management Adjusted EBITDA is a non-GAAP measure and is calculated as Adjusted EBITDA with additional adjustments to exclude current year acquisitions, dispositions, closed operations, annual bonus program expense, other certain one-time items (both favorable and unfavorable), and/or fees paid to Bay Grove in accordance with the terms of the operating services agreement, as determined by the Compensation Committee. In addition, Management Adjustment EBITDA is not adjusted for our share of EBITDA related to certain joint ventures or the allocation of our consolidated EBITDA attributable to noncontrolling interests. For 2024, Management Adjusted EBITDA was calculated as Adjusted EBITDA with adjustments to account for approximately $13 million of lost profits resulting from warehouse fires. For a reconciliation of Adjusted EBITDA to net income, see Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, section Non-GAAP Financial Measures on pages 83-87 of our Annual Report on Form 10-K for the year ended December 31, 2024.

  76. Pay Versus Performance Relationship Descriptions

    Pay Versus Performance Relationship Descriptions The chart below illustrates the relationship between the PEO and other NEO average CAP amounts and the Company’s and Peer Group TSR during 2024 assuming $100 initial investment on July 26, 2024. The charts below illustrate the relationship between the PEO and other NEO average CAP amounts and the Company’s Net Income and Management Adjusted EBITDA during 2024.