FIRST INDUSTRIAL REALTY TRUST INC (FR)
Sector: Real Estate
2026 Annual Meeting Analysis
FIRST INDUSTRIAL REALTY TRUST INC · Meeting: April 30, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors to the Board of Directors to serve until the 2027 Annual Meeting of Stockholders
CEO and director since 2016; FR's 3-year total return of +24.9% outperforms the peer group median by +0.7 percentage points, well below the 65-point underperformance threshold required to trigger an against vote, and no other policy flags apply.
Independent director since 2020 with strong financial and legal expertise; designated an audit committee financial expert; no overboarding, attendance, or TSR trigger concerns.
Independent Chairman since 2010 with deep public REIT leadership experience; FR's 3-year outperformance versus peers (+0.7pp) is far below the 65-point threshold needed to trigger an against vote, and no other flags apply.
Independent director since 2009 with extensive real estate investment and finance expertise; TSR performance is solidly above the trigger threshold and no attendance or overboarding concerns are noted.
Independent director since 2017 with 30 years of investment management and real estate experience; designated an audit committee financial expert; no policy flags apply.
Independent director since 2021 with deep institutional investment and public board experience; designated an audit committee financial expert; no overboarding, attendance, or TSR trigger concerns.
All six nominees are supported. FR's 3-year total return of +24.9% outperforms the company-disclosed peer group median by +0.7 percentage points against a 65-point underperformance threshold (strong-positive absolute TSR tier), so the TSR trigger does not fire for any director. No overboarding, attendance failures, independence concerns, or familial relationship issues were identified for any nominee. The board is majority independent (5 of 6), all audit committee members hold financial expert designations, and the company discloses a board skills matrix. Comparison against the ^FNER — FTSE NAREIT All Equity REITs Index also shows FR outperforming by +15.5 percentage points, well short of the 80-point ETF fallback threshold.
Say on Pay
✓ FORCEO
Peter E. Baccile
Total Comp
$8,288,366
Prior Support
93%%
CEO total compensation of $8,288,366 is within a reasonable range for a CEO at an industrial REIT with a ~$7.9B market cap delivering strong 2025 operating results, including 11.7% FFO-per-share growth and 32.2% cash rental rate growth. Pay structure is appropriately weighted toward variable pay: 86% of CEO compensation is performance-based or at-risk, equity awards are approximately 65% performance-linked with a rigorous 3-year relative total shareholder return hurdle measured against both the FTSE NAREIT All Equity REITs Index (^FNER) and an industrial REIT peer group, and the annual cash bonus is tied to measurable FFO and same-store NOI targets. The company received 93% shareholder support on last year's say-on-pay vote, a robust clawback policy is in place, and FR's 3-year stock return of +24.9% is in line with peers, supporting the conclusion that incentive pay is appropriately aligned with shareholder outcomes.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$1,313,050
Non-Audit Fees
$2,220
Non-audit fees (all other fees of $2,220) represent well under 1% of audit fees ($1,313,050), far below the 50% threshold that would raise independence concerns. PricewaterhouseCoopers is a Big 4 firm appropriate for a company of FR's size (~$7.9B market cap). Auditor tenure is not explicitly disclosed in the proxy, so per policy the tenure trigger does not fire; this absence of tenure disclosure is noted as a minor negative but does not change the vote determination.
Overall Assessment
The 2026 First Industrial Realty Trust annual meeting presents a clean ballot with no material governance concerns: all six director nominees pass the TSR, independence, attendance, and qualifications screens; the PricewaterhouseCoopers audit engagement has negligible non-audit fees and is supported; and the executive compensation program is heavily performance-linked with strong prior shareholder approval and solid alignment between pay and FR's above-benchmark total shareholder returns. No stockholder proposals were submitted for this meeting.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing