Not independent
Tenure on this board
1.9 yrs
10 nominees · 3 ballot items.
Three items: election of ten directors; ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026; and an advisory (non-binding) approval of the 2025 compensation of the Company’s named executive officers (say-on-pay).
Elect ten individuals to Lineage’s board of directors to serve until the 2027 annual meeting and until their successors are duly elected and qualify.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as Lineage’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Advisory (non-binding) vote to approve the 2025 compensation of the Company’s named executive officers as disclosed in the proxy statement, including the CD&A, compensation tables, and narrative disclosures.
This advisory “say-on-pay” proposal asks shareholders to approve, on a non-binding basis, the Company’s 2025 executive pay program as disclosed in the proxy, encompassing the Compensation Discussion & Analysis, compensation tables, and narrative disclosures. Management frames the program as pay-for-performance, delivering a substantial portion of incentive pay in performance‑vesting equity and linking short‑term and long‑term incentives to metrics such as Management Adjusted EBITDA, AFFO per share, same‑warehouse NOI, and a relative TSR modifier. The Board recommends a FOR vote, noting that the vote is advisory but that it will consider stockholder feedback when setting future compensation. Contextually, Lineage’s 2025 compensation decisions reflected a heavy weighting to equity and performance metrics and included design features intended to align pay with long‑term shareholder outcomes (e.g., performance‑vesting RSUs/LTIP units and TSR modifiers), but shareholders should note that actual realizable pay has been materially affected by the company’s operating performance and a decline in share price through 2025. The proposal is routine in that it is advisory, yet it is a key governance signal given Lineage’s controlled‑company structure and significant founder/owner representation on the board, which can affect perceptions of independence in pay-setting. Management highlights use of an independent compensation consultant and a multi‑metric framework to support its recommendations, while investors may weigh those governance features against concentrated ownership, historical pay outcomes, and the company’s operational trajectory. A sophisticated evaluation will consider the alignment between the stated objectives and realized outcomes, the robustness of the performance targets and their measurement (including any adjustments such as Management Adjusted EBITDA calculation choices), and whether the Talent and Compensation Committee’s use of discretion and plan design appropriately mitigate risk and potential pay‑for‑failure concerns. The Board’s commitment to consider stockholder feedback provides a channel for investor influence, but the vote’s advisory nature means subsequent changes depend on Board responsiveness and engagement.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | D1 Capital Partners L.P. | 3.25% | 7,402,229 | $242M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.50% | 5,700,077 | $187M |
| 3 | BANK OF AMERICA CORP /DE/ | 1.54% | 3,517,299 | $115M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 1.27% | 2,892,534 | $95M |
| 5 | DARLINGTON PARTNERS CAPITAL MANAGEMENT, LP | 1.22% | 2,769,663 | $91M |
| 6 | AQR CAPITAL MANAGEMENT LLC | 1.17% | 2,657,928 | $85M |
| 7 | HighTower Advisors, LLC | 0.95% | 2,155,271 | $71M |
| 8 | BlackRock, Inc. | 0.90% | 2,038,842 | $67M |
| 9 | STATE STREET CORP | 0.87% | 1,969,669 | $66M |
| 10 | BlackRock, Inc. | 0.65% | 1,490,142 | $49M |
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