def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box: |
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o Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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ý Definitive Proxy Statement |
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o Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
FIRST INDUSTRIAL REALTY
TRUST, INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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ý No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11. |
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1) Title of each class of securities to which transaction applies: |
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2) Aggregate number of securities to which transaction applies: |
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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4) Proposed maximum aggregate value of transaction: |
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o Fee paid previously with preliminary materials. |
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o Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing. |
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1) Amount Previously Paid: |
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2) Form, Schedule or Registration Statement No.: |
FIRST
INDUSTRIAL REALTY TRUST, INC.
311 South Wacker Drive
Suite 3900
Chicago, Illinois 60606
To Be Held On May 5,
2010
NOTICE IS HEREBY GIVEN that the 2010 Annual Meeting of
Stockholders (the Annual Meeting) of First
Industrial Realty Trust, Inc. (the Company) will be
held on Wednesday, May 5, 2010 at 9:00 a.m. at the
10th Floor Conference Room, 311 South Wacker Drive,
Chicago, Illinois 60606 for the following purposes:
1. To elect two Class I Directors of the Company to
serve until the 2013 Annual Meeting of Stockholders and until
their respective successors are duly elected and qualified;
2. To ratify the appointment of PricewaterhouseCoopers LLP
as the Companys independent registered public accounting
firm for the fiscal year ending December 31, 2010; and
3. To consider and act upon any other matters that may
properly be brought before the Annual Meeting and at any
adjournments or postponements thereof.
Any action may be taken on the foregoing matters at the Annual
Meeting on the date specified above, or on any date or dates to
which, by original or later adjournment, the Annual Meeting may
be adjourned, or to which the Annual Meeting may be postponed.
The Board of Directors has fixed the close of business on
March 19, 2010 as the record date for the Annual Meeting.
Only stockholders of record of the Companys common stock,
$.01 par value per share, at the close of business on that
date will be entitled to notice of and to vote at the Annual
Meeting and at any adjournments or postponements thereof.
You are requested to fill in and sign the enclosed Proxy Card,
which is being solicited by the Board of Directors, and to mail
it promptly in the enclosed postage-prepaid envelope. Any proxy
may be revoked by delivery of a later dated proxy. Stockholders
of record who attend the Annual Meeting may vote in person, even
if they have previously delivered a signed proxy. Street
name stockholders who wish to vote in person will need to
obtain a duly executed proxy form from the institution that
holds their shares prior to the Annual Meeting.
By Order of the Board of Directors
Secretary
Chicago, Illinois
April 2, 2010
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD
IN THE POSTAGE-PREPAID ENVELOPE PROVIDED.
FIRST
INDUSTRIAL REALTY TRUST, INC.
311 South Wacker Drive
Suite 3900
Chicago, Illinois 60606
FOR THE 2010 ANNUAL MEETING OF
STOCKHOLDERS
To Be Held On May 5,
2010
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of First
Industrial Realty Trust, Inc. (First Industrial or
the Company) for use at the 2010 Annual Meeting of
Stockholders of the Company to be held on Wednesday, May 5,
2010, and at any adjournments or postponements thereof (the
Annual Meeting). At the Annual Meeting, stockholders
will be asked to vote on the election of two Class I
Directors, to ratify the appointment of PricewaterhouseCoopers
LLP as the Companys independent registered public
accounting firm for the current fiscal year and to act on any
other matters properly brought before them.
This Proxy Statement and the accompanying Notice of Annual
Meeting and Proxy Card are first being sent to stockholders on
or about April 2, 2010. The Board of Directors has fixed
the close of business on March 19, 2010 as the record date
for the Annual Meeting (the Record Date). Only
stockholders of record of the Companys common stock, par
value $.01 per share (the Common Stock), at the
close of business on the Record Date will be entitled to notice
of and to vote at the Annual Meeting. As of the Record Date,
there were 63,269,769 shares of Common Stock outstanding
and entitled to vote at the Annual Meeting. Holders of Common
Stock outstanding as of the close of business on the Record Date
will be entitled to one vote for each share held by them on each
matter presented to the stockholders at the Annual Meeting.
Stockholders of the Company are requested to complete, sign,
date and promptly return the accompanying Proxy Card in the
enclosed postage-prepaid envelope. Shares represented by a
properly executed Proxy Card received prior to the vote at the
Annual Meeting and not revoked will be voted at the Annual
Meeting as directed on the Proxy Card. If a properly executed
Proxy Card is submitted and no instructions are given, the
persons designated as proxy holders on the Proxy Card will vote
(i) FOR the election of the two nominees for Class I
Directors named in this Proxy Statement, (ii) FOR the
ratification of the appointment of PricewaterhouseCoopers LLP as
the Companys independent registered public accounting firm
for the current fiscal year and (iii) in their own
discretion with respect to any other business that may properly
come before the stockholders at the Annual Meeting or at any
adjournments or postponements thereof. It is not anticipated
that any matters other than those set forth in the Proxy
Statement will be presented at the Annual Meeting.
The presence, in person or by proxy, of holders of at least a
majority of the total number of outstanding shares of Common
Stock entitled to vote is necessary to constitute a quorum for
the transaction of business at the Annual Meeting. The
affirmative vote of the holders of a majority of the votes cast
with a quorum present at the Annual Meeting is required for the
election of directors and the ratification of the appointment of
the Companys independent registered public accounting
firm. Abstentions and broker non-votes will not be counted as
votes cast and, accordingly, will have no effect on the majority
vote required, although they will be counted for quorum purposes.
PROXY STATEMENT
A stockholder of record may revoke a proxy at any time before it
has been exercised by filing a written revocation with the
Secretary of the Company at the address of the Company set forth
above, by filing a duly executed proxy bearing a later date, or
by appearing in person and voting by ballot at the Annual
Meeting. Any stockholder of record as of the Record Date
attending the Annual Meeting may vote in person whether or not a
proxy has been previously given, but the presence (without
further action) of a stockholder at the Annual Meeting will not
constitute revocation of a previously given proxy. Street
name stockholders who wish to vote in person will need to
obtain a duly executed proxy form from the institution that
holds their shares prior to the Annual Meeting.
In the pages preceding this Proxy Statement is a Letter to
Stockholders from the Companys President and Chief
Executive Officer. Also, Appendix A to this Proxy Statement
contains the Companys 2009 Annual Report, including the
Companys financial statements for the fiscal year ended
December 31, 2009 and certain other information required by
the rules and regulations of the Securities and Exchange
Commission (the SEC). Neither the Letter to
Stockholders from the Companys President and Chief
Executive Officer nor the Companys 2009 Annual Report,
however, are part of the proxy solicitation material. See
Other Matters-Incorporation by Reference herein.
PROPOSAL I
ELECTION OF DIRECTORS
Pursuant to the Articles of Amendment and Restatement of the
Company, as amended (the Articles), the maximum
number of members allowed to serve on the Companys Board
of Directors is 12. The Board of Directors of the Company
currently consists of 10 seats and is divided into three
classes, with the directors in each class serving for a term of
three years and until their successors are duly elected and
qualified. The term of one class expires at each Annual Meeting
of Stockholders. Pursuant to the Amended and Restated Bylaws of
the Company (the Bylaws), vacancies on the Board of
Directors may be filled by a majority vote of the directors, and
directors elected to fill vacancies shall hold office until the
next Annual Meeting of Stockholders.
At the Annual Meeting, two directors will be elected to serve as
Class I Directors until the 2013 Annual Meeting of
Stockholders and until their successors are duly elected and
qualified. The Board of Directors has nominated Matthew S.
Dominski and H. Patrick Hackett, Jr. to serve as
Class I Directors (the Nominees). Each of the
Nominees is currently serving as a Class I Director of the
Company. Mr. Hackett was elected as a Class I Director
by the Board of Directors in December 2009 to fill a vacancy.
Mr. Dominski was elected as a Class I Director by the
Board of Directors in March 2010. Each of the Nominees has
consented to be named as a nominee in this Proxy Statement. The
Board of Directors anticipates that each of the Nominees will
serve as a director if elected. However, if any person nominated
by the Board of Directors is unable to accept election, the
proxies will vote for the election of such other person or
persons as the Board of Directors may recommend.
The Board
of Directors recommends a vote FOR the Nominees.
BROKER
NON-VOTES
Stockholders of the Company who have received this proxy
statement from their broker or other fiduciary should have
received instructions for directing how that broker or fiduciary
should vote the stockholders shares. It will be the
brokers or fiduciarys responsibility to vote the
stockholders shares for the stockholder in the manner
directed. The stockholder must complete, execute and return the
proxy card in the envelope provided by the broker.
Under the rules of the New York Stock Exchange (the
NYSE), brokers generally may vote on routine
matters, such as the ratification of an independent public
accounting firm, but may not vote on non-routine matters unless
they have received voting instructions from the person for whom
they are holding shares. If there is a non-routine matter
presented to stockholders at a meeting and the
stockholders broker or fiduciary does not receive
instructions from the stockholder on how to vote on that matter,
the broker or fiduciary will return the proxy card to the
Company, indicating that he or she does not have the authority
to vote on that matter. This is generally referred to as a
broker non-vote and may affect the outcome of the
voting on those matters.
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PROXY STATEMENT
As of January 1, 2010, the election of directors is now
considered a non-routine matter. We therefore encourage
stockholders to provide directions to their broker as to how the
stockholder wants their shares voted on all matters to be
brought before the Annual Meeting. The stockholder should do
this by carefully following the instructions the broker gives
the stockholder concerning its procedures. This ensures that the
stockholders shares will be voted at the meeting.
INFORMATION
REGARDING NOMINEES AND DIRECTORS
The following biographical descriptions set forth certain
information with respect to the two Nominees for election as
Class I Directors at the Annual Meeting, the continuing
directors whose terms expire at the Annual Meetings of
Stockholders in 2011 and 2012 and certain executive officers,
based on information furnished to the Company by such persons.
The following information is as of March 19, 2010, unless
otherwise specified.
Class I
Nominees for Election at 2010 Annual Meeting Term to
Expire in 2013
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Matthew
S. Dominski |
Director
since March 3, 2010
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Mr. Dominski, 55, has been a director of the Company since
March 2010. He also presently serves as a director of
CBL & Associates Properties, Inc., one of the largest
shopping mall real estate investment trusts in the
United States. From 1993 through 2000, Mr. Dominski
served as Chief Executive Officer of Urban Shopping Centers
(Urban), formerly one of the largest regional mall
property companies in the country and also a publicly traded
real estate investment trust. Following the purchase of Urban by
Rodamco North America in 2000, Mr. Dominski served as
Urbans President until 2002. In 2003, Mr. Dominski
formed Polaris Capital, LLC, a Chicago, Illinois based real
estate investment firm of which he currently is joint owner.
From 1998 until 2004, Mr. Dominski served as a member of
the Board of Trustees of the International Council of Shopping
Centers. Mr. Dominskis extensive experience leading
other public and private real estate companies, both as a senior
executive and a director, is a valuable asset to the Board of
Directors. Moreover, Mr. Dominskis financial
expertise is valuable to the Companys Audit Committee, on
which he currently serves.
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H.
Patrick Hackett, Jr. |
Director
since 2009
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Mr. Hackett, 58, has been a director of the Company since
December 2009. Mr. Hackett is the Chief Executive Officer
of HHS Co., a real estate company located in the Chicago area.
Previously, he served as the President and Chief Executive
Officer of RREEF Capital, Inc. and as Principal of The RREEF
Funds, an international commercial real estate investment
management firm. Mr. Hackett taught real estate finance at
the Kellogg Graduate School of Management for 15 years when
he also served on the real estate advisory boards of Kellogg and
the Massachusetts Institute of Technology. He serves on the
boards of Wintrust Financial Corporation (NASDAQ:WTFC), Textura
Corporation and Evanston Capital Management. Mr. Hackett is
a director of North Shore Bank. Mr. Hackett provides the
Board of Directors with valuable real estate finance expertise,
and the Board of Directors further benefits from
Mr. Hacketts experience on other boards in the
financial services sector. Moreover, Mr. Hacketts
financial expertise is valuable to the Companys Audit
Committee, on which he currently serves.
Class II
Continuing Directors Term to Expire in
2011
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Bruce W.
Duncan |
Director
since 2009
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Mr. Duncan, 58, has been President, Chief Executive Officer
and a Director of the Company since January 2009. He also
presently serves as the chairman of the Board of Directors of
Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT)
(Starwood), a leading worldwide hotel and leisure
company, a position he has held since May 2005. From April to
September 2007, Mr. Duncan served as Chief Executive
Officer of Starwood on an interim basis. Mr. Duncan has
served as a Director of Starwood since 1999. He also was a
senior advisor to Kohlberg Kravis &
Roberts & Co. from July 2008 until January 2009. From
May 2005 to December 2005, Mr. Duncan was Chief Executive
Officer and Trustee of Equity Residential (NYSE: EQR)
(EQR), a publicly traded apartment company. From
January 2003 to May 2005, he was President, Chief Executive
Officer and Trustee, and from April 2002 to December 2002,
President and Trustee of EQR. From December 1995 until March
2000, Mr. Duncan served as Chairman, President and Chief
Executive Officer of Cadillac Fairview Corporation, a real
estate operating
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PROXY STATEMENT
company. From January 1992 to October 1994, Mr. Duncan was
President and Co-Chief Executive Officer of JMB Institutional
Realty Corporation providing advice and management for
investments in real estate by tax-exempt investors and from 1978
to 1992, he worked for JMB Realty Corporation where he served as
Executive Vice President and a member of the Board of Directors.
Mr. Duncans extensive experience leading other
publicly traded real estate companies, both as a senior
executive and a director, is critical to his ability to lead the
Company as its Chief Executive Officer, and is a valuable asset
to the Board of Directors. Moreover, as the Companys Chief
Executive Officer, Mr. Duncans membership on the
Board of Directors is critical to ensuring appropriate
coordination and communication between the Companys
executive officers and the Board of Directors.
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Michael
G. Damone |
Director
since 1994
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Mr. Damone, 75, has served as Director of Strategic
Planning for the Company, and has been a director of the
Company, since June 1994. Between 1973 and 1994, Mr. Damone
was Chief Executive Officer of Damone/Andrew, a full service
real estate organization, which developed several million square
feet of industrial, warehouse, distribution and research and
development buildings. Prior to co-founding Damone/Andrew in
1973, Mr. Damone was the executive vice president of a
privately held, Michigan based real estate development and
construction company, where he was responsible for the
development of industrial/business parks. His professional
affiliations include the Society of Industrial and Office
Realtors, the National Association of Realtors, the Michigan
Association of Realtors and the Detroit Area Commercial Board of
Realtors. The extent and depth of Mr. Damones real
estate investment expertise over a period of 50 years,
including the development of over three million square feet of
industrial, warehouse, distribution, self-storage, residential
and research and development buildings, in multiple markets, for
his own account, provides the Board of Directors with
significant personal experience that is highly relevant to the
Companys primary business activities.
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Kevin W.
Lynch |
Director since 1994
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Mr. Lynch, 57, has been a director of the Company since
June 1994. Mr. Lynch is the co-founder and Principal of The
Townsend Group (Townsend), an institutional real
estate consulting firm, which provides real estate consulting
for pension funds and institutional investors. In his capacity
as Principal, Mr. Lynch is responsible for strategic
development and implementation of client real estate portfolios.
Mr. Lynch is also responsible for new product development.
Prior to founding Townsend, Mr. Lynch was associated with
Stonehenge Capital Corporation, where he was involved in the
acquisition of institutional real estate properties and the
structuring of institutional real estate transactions.
Mr. Lynch is a director of Lexington Realty Trust (NYSE:
LXP). Mr. Lynch is a member of the Pension Real Estate
Association, the National Council of Real Estate Investment
Fiduciaries and the European Association for Investors in
Non-listed Real Estate Vehicles. He is a frequent speaker at
industry conferences and has presented in Amsterdam and
Frankfurt for the benefit of the Association of Foreign
Investors in Real Estate and as a guest lecturer at Columbia
University and Tel Aviv University. Mr. Lynch is currently
on the Advisory Board for the European Institutional Real Estate
Letter. The Board of Directors benefits from
Mr. Lynchs over 20 years of experience in
advising U.S. and international institutional providers of
real estate capital. Mr. Lynch is also sophisticated in
matters of real estate execution and finance, and is keenly
aware of developments in the capital markets, and is thereby a
valuable resource to the Board of Directors.
Class III
Continuing Directors Term to Expire in
2012
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John Rau
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Director
since 1994
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Mr. Rau, 61, has been a director of the Company since June
1994. Since December 2002, Mr. Rau has served as President
and Chief Executive Officer and as a director of Miami
Corporation, a private asset management firm. From January 1997
to March 2000, he was a director, President and Chief Executive
Officer of Chicago Title Corporation (NYSE: CTZ), and its
subsidiaries, Chicago Title and Trust Co., Chicago
Title Insurance Co., Ticor Title Insurance Co. and Security
Union Title Insurance Co. Mr. Rau is a director of
Nicor Inc., Harris Financial Corp., Harris Bank, N.A., William
Wrigley Jr. Company and Borgwarner, Inc., and served as a
director of LaSalle Bank, N.A. until 2007. From July 1993 until
November 1996, Mr. Rau was Dean of the Indiana University
School of Business. From 1991 to 1993, Mr. Rau served as
Chairman of the Illinois Economic Development Board and as
special advisor to Illinois Governor Jim Edgar. From 1990 to
1993, he was Chairman of the Banking
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PROXY STATEMENT
Research Center Board of Advisors and a Visiting Scholar at
Northwestern Universitys J.L. Kellogg Graduate School of
Management. During that time, he also served as Special
Consultant to McKinsey & Company, a worldwide
strategic consulting firm. From 1989 to 1991, Mr. Rau
served as President and Chief Executive Officer of LaSalle
National Bank. From 1979 to 1989, he was associated with The
Exchange National Bank, serving as President from 1983 to 1989,
at which time The Exchange National Bank merged with LaSalle
National Bank. Prior to 1979, he was associated with First
National Bank of Chicago. Mr. Raus extensive
experience in the banking and title insurance industries
provides the Board of Directors with valuable insight into the
matters of corporate and real estate finance, as well as
financial services management and risk management. In addition,
Mr. Raus financial expertise is valuable to the
Companys Audit Committee, which he has chaired for many
years and within which he has been the audit committee
financial expert.
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Robert J.
Slater |
Director
since 1994
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Mr. Slater, 72, has been a director of the Company since
June 1994. From 1988 until his retirement in 2004,
Mr. Slater was President of Jackson Consulting, Inc., a
private investment and consulting company that specializes in
advising manufacturing and distribution companies on strategic,
organizational, and economic planning. He retired as President,
Chief Operating Officer and Director of Crane Co., a
multinational manufacturing, distribution, and aerospace
company, after serving the company from 1969 to 1988.
Mr. Slater also held several executive level positions at
Crane Co. subsidiaries including CF&I Corporation, Medusa
Corporation, and Huttig Sash & Door Co.
Mr. Slater has served on the boards of directors of a
number of public companies during his career. Most recently, he
was a director of Southdown, Inc. and National Steel
Corporation. Mr. Slaters breadth of experience
derived from serving on boards in the manufacturing and
transportation industries, as well as his knowledge of logistics
and facility management based on his tenure as an executive
officer in these industries, are valuable resources for the
Board of Directors.
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W. Ed
Tyler |
Director
since 2000
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Mr. Tyler, 57, has been a director of the Company since
March 2000, served as Lead Director from October 2008 to January
2009 and has served as non-executive Chairman of the Board of
Directors since January 2009. Mr. Tyler also served as the
Companys interim Chief Executive Officer from October 2008
to January 2009. Mr. Tyler was appointed CEO of Ideapoint
Ventures in 2002. Ideapoint Ventures is an early stage venture
fund that focuses on nanotechnologies. Prior to joining
Ideapoint Ventures, Mr. Tyler served as Chief Executive
Officer and a director of Moore Corporation Limited, a provider
of data capture, information design, marketing services, digital
communications and print solutions, from 1998 to 2000. Prior to
joining Moore Corporation, Mr. Tyler served in various
capacities at R.R. Donnelley & Sons Company, most
recently as Executive Vice President and Chief Technology
Officer, from 1997 to 1998, and as Executive Vice President and
Sector President of Donnelleys Networked Services Sector,
from 1995 to 1997. Mr. Tylers extensive experience as
a senior executive and director of other companies, both private
and publicly traded, is extremely valuable to the Board of
Directors. Moreover, this experience, coupled with
Mr. Tylers prior service as interim Chief Executive
Officer of the Company, affords Mr. Tyler a unique
perspective, and helps him facilitate communications between the
Companys senior executives and the Board of Directors in
his role as Chairman of the Board.
INFORMATION
REGARDING EXECUTIVE OFFICERS AND OTHER SENIOR
MANAGEMENT
Scott A.
Musil
Mr. Musil, 42, has been acting Chief Financial Officer of
the Company since December 2008 and Chief Accounting Officer of
the Company since March 2006. Mr. Musil has also served as
Senior Vice President of the Company since March 2001,
Controller of the Company since December 1995, Treasurer of the
Company since May 2002 and Assistant Secretary of the Company
since May 1996. In addition, he served as a Vice President of
the Company from May 1998 to March 2001. Prior to joining the
Company, he served in various capacities with Arthur
Andersen & Company, culminating as an audit manager
specializing in the real estate and finance industries.
Mr. Musil is a certified public accountant. His
professional affiliations include the American Institute of
Certified Public Accountants and National Association of Real
Estate Investment Trusts (NAREIT).
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PROXY STATEMENT
Johannson
L. Yap
Mr. Yap, 47, has been the Chief Investment Officer of the
Company since February 1997. From April 1994 to February 1997,
he served as Senior Vice President Acquisitions of
the Company. Prior to joining the Company, Mr. Yap joined
The Shidler Group in 1988 as an acquisitions associate, and
became Vice President in 1991, with responsibility for
acquisitions, property management, leasing, project financing,
sales and construction management functions. Between 1988 and
1994, he participated in the acquisition, underwriting and due
diligence of several hundred million dollars of commercial
properties. His professional affiliations include Urban Land
Institute, NAREIT and the Council of Logistics Management.
David
Harker
Mr. Harker, 51, has been Executive Vice
President Central Region since March 2009. From
April 2005 to March 2009 he served as Executive
Director Investments of the Company. From 2002 to
April 2005, he served as a Senior Regional Director of the
Company and from 1998 to 2002 he served as a Regional Director
of the Company, with responsibility for the Companys
portfolio in Nashville, St. Louis, Louisville and Memphis.
Prior to joining the Company, Mr. Harker was a Vice
President of the Trammell Crow Company from 1992 to 1998. His
professional affiliations include the Society of Industrial and
Office Realtors.
Peter O.
Schultz
Mr. Schultz, 47, has been Executive Vice
President East Region since March 2009. From January
2009 to March 2009 he served as Senior Vice
President Portfolio Management of the Company. From
November 2007 to December 2008, he served as a Managing Director
of the Company, with responsibility for the Companys East
Region. From September 2004 to November 2007, he served as a
Vice President Leasing of the Company, with
responsibility for the Companys leasing team and asset
management plan implementation in the East Region. From January
2001 to September 2004, he served as a Senior Regional Director
of the Company, with responsibility for the Companys
portfolio in Eastern Pennsylvania and Southern New Jersey. From
March 1998 to December 2000, he served as a Regional Director of
the Company, with responsibility for the Companys
portfolio in Eastern Pennsylvania. Prior to joining the Company,
Mr. Schultz served as President and Managing Partner of PBS
Properties, Inc. from November 1990 to March 1998, prior to
which time he was Director of Marketing and Sales for the
Pickering Group and Morgantown Properties. His professional
affiliations include National Association of Industrial and
Office Properties.
THE BOARD
OF DIRECTORS AND CORPORATE GOVERNANCE
The Board of Directors. The Board of Directors
currently consists of ten seats. Effective as of the date of the
Annual Meeting, when both Mr. Shidler and Mr. Wilson
will complete their service as members of the Board of
Directors, the Board expects to reduce its size to nine seats,
with one seat vacant after the Annual Meeting. A majority of the
members of the Board of Directors are independent as
affirmatively determined by the Board of Directors. In
determining the independence of its members, the Board of
Directors applied the following standards:
1) The member must meet the definition of Independent
Director contained in the Companys Articles, which
requires that he or she be neither an employee of the Company
nor a member of The Shidler Group.
2) After taking into account all relevant facts and
circumstances, the Board must determine that the member has no
material relationships with the Company (either directly or as a
partner, shareholder or officer of an organization that has a
relationship with the Company). Relationships to be considered
include commercial, industrial, banking, consulting, legal,
accounting, charitable and familial relationships.
3) The member must satisfy the independence tests set forth
in Section 303A.02(b) of the Listed Company Manual of the
NYSE.
Applying such standards, the Board of Directors has
affirmatively determined that each of Messrs. Dominski,
Hackett, Lynch, Rau, Slater, Tyler and Wilson are independent
directors. In reaching this determination with respect to
Mr. Tyler, the Board of Directors considered, among other
things, Mr. Tylers service as the Companys
interim
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PROXY STATEMENT
Chief Executive Officer from October 2008 to January 2009 and
the compensation of Mr. Tyler in connection with that
service.
Pursuant to the terms of the Companys Articles, the
directors are divided into three classes. Class I
Directors, Messrs. Dominski, Hackett, Shidler and Wilson,
hold office for a term expiring at this Annual Meeting.
Class II Directors, Messrs. Damone, Duncan and Lynch,
hold office for a term expiring at the Annual Meeting of
Stockholders to be held in 2011. Class III Directors,
Messrs. Rau, Slater and Tyler, hold office for a term
expiring at the Annual Meeting of Stockholders to be held in
2012. Each director will hold office for the term to which he is
elected and until his successor is duly elected and qualified.
At each Annual Meeting of Stockholders, the successors to the
class of directors whose term expires at that meeting will be
elected to hold office for a term continuing until the Annual
Meeting of Stockholders held in the third year following the
year of their election and the election and qualification of
their successors.
The Board of Directors held seven meetings and acted five times
by unanimous consent during 2009. Each of the directors serving
in 2009 attended at least 75% of the total number of meetings of
the Board of Directors and of the respective committees of the
Board of Directors of which he was a member. Although the
Company does not have a formal policy regarding director
attendance at Annual Meetings of Stockholders, all of the
directors then serving attended the 2009 Annual Meeting of
Stockholders.
The Board of Directors has adopted Corporate Governance
Guidelines to reflect the principles by which it operates. These
guidelines, as well as the charters of the Audit Committee,
Compensation Committee and Nominating/Corporate Governance
Committee of the Board of Directors, are accessible at the
investor relations pages of the Companys website at
www.firstindustrial.com and are available in print to any
stockholder who requests it. The Company has adopted a Code of
Business Conduct and Ethics, which includes the principles by
which the Company expects its employees, officers and directors
to conduct Company business and which is accessible at the
investor relations pages of the Companys website at
www.firstindustrial.com and is available in print to any
stockholder who requests them. The Company intends to post on
its website amendments to, or waivers from, any provision of the
Companys Code of Business Conduct and Ethics. We also post
or otherwise make available on our website from time to time
other information that may be of interest to our investors.
However, none of the information provided on our website is part
of the proxy solicitation material. See Other
Matters-Incorporation by Reference herein.
The Board of Directors has appointed an Audit Committee, a
Compensation Committee, an Investment Committee, a
Nominating/Corporate Governance Committee and a Special
Committee.
Audit Committee. The Audit Committee is
directly responsible for the appointment, discharge,
compensation, and oversight of the work of any independent
registered public accounting firm employed by the Company for
the purpose of preparing or issuing an audit report or related
work. In connection with such responsibilities, the Audit
Committee approves the engagement of independent public
accountants, reviews with the independent public accountants the
audit plan, the audit scope, and the results of the annual audit
engagement, pre-approves audit and non-audit services provided
by the independent public accountants, reviews the independence
of the independent public accountants, pre-approves audit and
non-audit fees and reviews the adequacy of the Companys
internal control over financial reporting.
As of the end of 2009, the Audit Committee consisted of
Messrs. Rau, Lynch, Wilson and Hackett. Mr. Wilson
resigned from the Audit Committee in February 2010. The Audit
Committee, as it was comprised after Mr. Wilsons
departure, undertook the Report of the Audit
Committee set forth in this Proxy Statement. On
March 3, 2010, the Audit Committee was recomposed to
consist of Messrs. Rau, Dominski and Hackett, which is the
current composition of the Audit Committee. Each of
Messrs. Rau, Dominski and Hackett, in the judgment of the
Companys Board of Directors, is independent as required by
the listing standards of the NYSE and the rules of the SEC. In
addition, each of Mr. Wilson and Mr. Lynch, prior to
their respective departures from the Audit Committee, was, in
the judgment of the Board of Directors, independent during the
term of his service as required by the listing standards of the
NYSE. Also, in the judgment of the Companys Board of
Directors, each member is financially literate as required by
the listing standards of the NYSE. Further, in the judgment of
the Companys Board of Directors, Mr. Rau is an
audit committee financial expert, as such term is
defined in the SEC rules, and has
7
PROXY STATEMENT
accounting or related financial management
expertise, as defined in the listing standards of the
NYSE. See Mr. Raus biography above. The Audit
Committee met eight times in 2009.
Compensation Committee. The Compensation
Committee has overall responsibility for approving and
evaluating the compensation plans, policies and programs
relating to the executive officers of the Company. The
Compensation Committee administers, and has authority to grant
awards under, the First Industrial Realty Trust, Inc. 1994 Stock
Incentive Plan (the 1994 Stock Plan), the First
Industrial Realty Trust, Inc. 1997 Stock Incentive Plan (the
1997 Stock Plan), the First Industrial Realty Trust,
Inc. Deferred Income Plan, the First Industrial Realty Trust,
Inc. 2001 Stock Incentive Plan (the 2001 Stock Plan)
and the First Industrial Realty Trust, Inc. 2009 Stock Incentive
Plan (the 2009 Stock Plan). The Compensation
Committee currently consists of Messrs. Slater, Tyler and
Lynch, each of whom, in the judgment of the Companys Board
of Directors, is independent as required by the listing
standards of the NYSE. In addition, each of Mr. Wilson,
prior to his resignation from the Compensation Committee in
February 2010, and Robert D. Newman, prior to his resignation
from the Board of Directors and the Compensation Committee in
February 2009, was, in the judgment of the Board of Directors,
independent during the term of his service as required by the
listing standards of the NYSE. The Compensation Committee met
nine times in 2009.
Investment Committee. The Investment Committee
provides oversight and discipline to the investment process.
Investment opportunities are described in written reports based
on detailed research and analyses in a standardized format
applying appropriate underwriting criteria. The Investment
Committee meets with the Companys acquisition personnel,
reviews each submission thoroughly and approves acquisitions of
land having a total investment of greater than $5 million
and all other acquisitions and development projects having a
total investment of greater than $20 million. The
Investment Committee makes a formal recommendation to the Board
of Directors for all acquisitions and development projects with
a total investment in excess of $50 million. The membership
of the Investment Committee currently consists of
Messrs. Damone, Dominski and Duncan. The Investment
Committee met four times and acted once by unanimous consent in
2009.
Nominating/Corporate Governance Committee. The
Nominating/Corporate Governance Committee recommends individuals
for election as directors at the Annual Meeting of Stockholders
of the Company and in connection with any vacancy that may
develop on the Board of Directors. The Board of Directors, in
turn, as a whole by a majority vote either approves all of the
nominations so recommended by the Nominating/Corporate
Governance Committee or rejects all of the nominations in whole,
but not in part. In the event that the Board of Directors as a
whole by a majority vote rejects the recommended nominations,
the Nominating/Corporate Governance Committee would develop a
new recommendation. In addition, the Nominating/Corporate
Governance Committee develops and oversees the Companys
corporate governance policies. In January and February 2009, the
Nominating/Corporate Governance Committee consisted of
Messrs. Lynch, Slater and Wilson, each of whom, in the
judgment of the Companys Board of Directors, is
independent as required by the listing standards of the NYSE. At
the end of February 2009, the Nominating/Corporate Governance
Committee was recomposed to include Messrs. Lynch, Rau and
Tyler. Mr. Hackett joined the Committee in December 2009.
In the judgment of the Companys Board of Directors,
Messrs. Hackett, Rau and Tyler are also independent as
required by the listing standards of the NYSE. Mr. Lynch is
the current Chairman of the Nominating/Corporate Governance
Committee and also presides at meetings of non-management
directors. The Nominating/Corporate Governance Committee met
three times during 2009 and met in March 2010 to determine its
nominations for this Proxy Statement.
The Nominating/Corporate Governance Committee will consider
nominees recommended by stockholders of the Company. In order
for a stockholder to nominate a candidate for election as a
director at an Annual Meeting, notice must be given in
accordance with the Bylaws of the Company to the Secretary of
the Company not more than 180 days nor less than
75 days prior to the first anniversary of the preceding
years Annual Meeting. The fact that the Company may not
insist upon compliance with the requirements contained in its
Bylaws should not be construed as a waiver by the Company of its
right to do so at any time in the future.
In general, it is the Nominating/Corporate Governance
Committees policy that, in its judgment, its recommended
nominees for election as members of the Board of Directors of
the Company must, at a minimum, have business experience of a
breadth, and at a level of complexity, sufficient to understand
all aspects of the Companys
8
PROXY STATEMENT
business and, through either experience or education, have
acquired such knowledge as is sufficient to qualify as
financially literate. In addition, recommended nominees must be
persons of integrity and be committed to devoting the time and
attention necessary to fulfill their duties to the Company.
While the Nominating/Corporate Governance Committee has not
adopted a formal diversity policy, diversity is one of the
factors that the Nominating/Corporate Governance Committee
considers in identifying director nominees. As part of the
nomination process, the Nominating/Corporate Governance
Committee evaluates how a particular individual would affect the
diversity of the Companys Board of Directors in terms of
how that person may contribute to the Board of Directors
overall balance of perspectives, backgrounds, knowledge,
experience, skill sets and expertise in matters pertaining to
the Companys business.
The Nominating/Corporate Governance Committee may identify
nominees for election as members of the Board of Directors of
the Company through its own sources (including through
nominations by stockholders made in accordance with the
Companys Bylaws), through sources of other directors of
the Company, and through the use of third-party search firms.
The Company has previously engaged a third party search firm to
identify potential nominees, including Mr. Brenninkmeijer,
and may do so again in the future. Subject to the foregoing
minimum standards, the Nominating/Corporate Governance Committee
will evaluate each nominee on a
case-by-case
basis, assessing each nominees judgment, experience,
independence, understanding of the Companys business or
that of other related industries, and such other factors as the
Nominating/Corporate Governance Committee concludes are
pertinent in light of the current needs of the Companys
Board of Directors.
Special Committee. The Special Committee is
authorized, within limits specified by the Board of Directors,
to approve the terms under which the Company issues or
repurchases Common Stock, preferred stock or depository shares
representing fractional interests in preferred stock, or under
which the Company or any of the Companys subsidiaries,
including First Industrial, L.P., issues or repurchases debt.
The membership of the Special Committee currently consists of
Messrs. Dominski, Duncan and Rau. The Special Committee met
once and acted by unanimous consent five times during 2009.
Communications by Stockholders. Stockholders
of the Company may send communications to the Board of Directors
as a whole, its individual members, its committees or its
non-management members as a group. Communications to the Board
of Directors as a whole should be addressed to The Board
of Directors; communications to any individual member of
the Board of Directors should be addressed to such individual
member; communications to any committee of the Board of
Directors should be addressed to the Chairman of such committee;
and communications to non-management members of the Board of
Directors as a group should be addressed to the Chairman of the
Nominating/Corporate Governance Committee. In each case,
communications should be further addressed
c/o First
Industrial Realty Trust, Inc., 311 South Wacker Drive,
Suite 3900, Chicago, Illinois 60606. All
communications will be forwarded to their respective addressees
and, if a stockholder marks his or her communication
Confidential, will be forwarded directly to the
addressee.
Board Leadership Structure and Role in Risk
Management. Mr. Tyler is chairman of the
Board of Directors. Mr. Tyler served as the Companys
interim Chief Executive Officer from October 22, 2008 until
January 9, 2009. Prior to and since the completion of his
service as interim Chief Executive Officer, Mr. Tyler has
not served as an officer of the Company and, as discussed above,
Mr. Tyler is an independent director as affirmatively
determined by the Board of Directors. We believe that having
board leadership independent of management helps ensure critical
and independent thinking with respect to the Companys
strategy and performance. Mr. Duncan, the Companys
President and Chief Executive Officer, is also a member of the
Board of Directors. The presence of Mr. Duncan on the Board
of Directors helps to ensure that managements insight is
directly available to the directors in their deliberations.
The Board of Directors oversees the business of the Company and
our stockholders interests in the long-term financial
strength and overall success of the Companys business. In
this respect, the Board of Directors is responsible for
overseeing the Companys risk management. The Board of
Directors delegates many of these functions to the Boards
committees. Each committee of the Board of Directors is
responsible for reviewing the risk exposure of the Company
related to the committees areas of responsibility and
providing input to the Board of
9
PROXY STATEMENT
Directors on such risks. The Board of Directors and its
committees regularly review material strategic, operational,
financial, compensation and compliance risks with management.
For example, under its charter, the Audit Committee is required
to assist the Board of Directors in fulfilling its oversight
responsibilities by reviewing the financial information that
will be provided to the stockholders, the systems of internal
controls that management and the Board of Directors have
established and the audit process. The Audit Committee is
responsible for facilitating communication between the
Companys independent auditors and the Board of Directors
and management, and for reviewing with the independent auditors
the adequacy of the Companys internal controls. The Audit
Committee also reviews with management and the independent
auditors significant risks which impact financial reporting and
operations to which the Company is exposed, including risks
faced in the ordinary course of business and risks resulting
from extraordinary circumstances. In addressing these risks, the
Audit Committee assesses managements response and the
effectiveness of the Companys internal controls.
Similarly, the Compensation Committee strives to adopt
compensation incentives that encourage appropriate risk-taking
behavior that is consistent with the Companys long term
business strategy. We do not believe that our compensation
policies and practices are reasonably likely to have a material
adverse effect on the Company. The Compensation Committee has
focused on aligning our compensation policies with our
stockholders long-term interests and avoiding short-term
rewards for management or awards that encourage excessive or
unnecessary risk taking. For example, a substantial amount of
compensation provided to the Companys executive officers
is in the form of equity awards for which the ultimate value of
the award is tied to the Companys stock price and which
are subject to long-term vesting schedules. In addition, annual
cash and equity bonuses provided to management for 2009 were
contingent upon the Companys satisfaction of a prescribed
level of funds from operations, which is a non-GAAP
supplemental performance measure commonly used to evaluate the
performance of real estate investment trusts. Because these
awards are directly tied to increased earnings and stock price,
in line with our stockholders interests, we believe that
none of these types of awards contribute to excessive or
unnecessary risk taking.
DIRECTOR
COMPENSATION
Directors of the Company who are also employees, namely
Mr. Duncan (our Chief Executive Officer) and
Mr. Damone (a non-executive employee), receive no
additional compensation for their services as a director.
Mr. Tyler did not receive additional compensation for his
service as a director during his tenure as the Companys
interim Chief Executive Officer. Due to his service as our
interim Chief Executive Officer, compensation received by
Mr. Tyler for his service as a director is included in the
Executive Summary Compensation Table.
Compensation of non-employee directors is reviewed annually by
the Compensation Committee of the Board of Directors, which
makes any recommendations of compensation changes to the entire
Board of Directors. Non-employee directors are not entitled to
retirement benefits, incentive compensation or perquisites,
although they are reimbursed for their
out-of-pocket
expenses for meeting attendance.
First
Quarter 2009
During the first quarter of 2009, compensation for non-employee
directors of the Company consisted of an annual directors
fee equivalent in value to $40,000, at least 50% of the value of
which was required to be taken in the form of restricted Common
Stock. In addition, the Chairman of the Board of Directors
compensation included an additional annual fee of $50,000 for
his service as Chairman of the Board of Directors; the Chairman
of the Audit Committees compensation included an
additional fee of $20,000 for his service as Chairman of the
Audit Committee; the Chairman of the Compensation
Committees compensation included an additional fee of
$10,000 for his service as Chairman of the Compensation
Committee; and the Chairman of the Nominating/Corporate
Governance Committees compensation included an additional
fee of $5,000 for his service as Chairman of the
Nominating/Corporate Governance Committee. Also each
non-employee director received $2,000 for each in-person meeting
of the Board of Directors attended, $1,500 for each telephonic
Board meeting in which he participated, $2,000 for each
in-person committee meeting attended and $1,500 for each
telephonic committee
10
PROXY STATEMENT
meeting in which he participated. Shares of restricted Common
Stock issued to directors are entitled to receive dividends at
the same rate as the Companys Common Stock.
Second,
Third and Fourth Quarters 2009
Commencing April 1, 2009, compensation for non-employee
directors of the Company consisted of an annual directors
fee equivalent in value to $120,000, at least 33% of the value
of which was required to be taken in the form of unrestricted
Common Stock. Fees for attendance at in-person and telephonic
meetings of the Board of Directors and its Committee were
eliminated. The additional annual fees for service as Chairman
of the Board of Directors, Chairman of the Audit Committee and
Chairman of the Compensation Committee remained at $50,000,
$20,000 and $10,000, respectively. The additional annual fee for
service as Chairman of the Nominating/Corporate Governance
Committee was increased to $10,000. Beginning in 2010, directors
of the Company were permitted, but not required, to receive 100%
of their annual fee in the form of cash payments as opposed to
Common Stock.
DIRECTOR
COMPENSATION SUMMARY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned
|
|
|
|
|
|
|
|
|
or Paid in
|
|
Stock
|
|
All Other
|
|
Total
|
Name
|
|
Cash ($)(1)
|
|
Awards ($)(2)
|
|
Compensation ($)
|
|
Compensation ($)
|
|
John W. M. Brenninkmeijer
|
|
$
|
0
|
|
|
$
|
10,001
|
(3)
|
|
$
|
0
|
|
|
$
|
10,001
|
|
Matthew S. Dominski(4)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
H. Patrick Hackett, Jr.
|
|
$
|
6,522
|
|
|
$
|
3,258
|
(5)
|
|
$
|
0
|
|
|
$
|
9,780
|
|
Kevin W. Lynch
|
|
$
|
18,750
|
|
|
$
|
100,001
|
(6)
|
|
$
|
0
|
|
|
$
|
118,751
|
|
Robert D. Newman
|
|
$
|
3,000
|
|
|
$
|
0
|
(7)
|
|
$
|
0
|
|
|
$
|
3,000
|
|
John Rau
|
|
$
|
94,500
|
|
|
$
|
35,002
|
(8)
|
|
$
|
0
|
|
|
$
|
129,502
|
|
Jay H. Shidler
|
|
$
|
8,000
|
|
|
$
|
100,001
|
(9)
|
|
$
|
0
|
|
|
$
|
108,001
|
|
Robert J. Slater
|
|
$
|
80,000
|
|
|
$
|
40,003
|
(10)
|
|
$
|
0
|
|
|
$
|
120,003
|
|
J. Steven Wilson
|
|
$
|
73,000
|
|
|
$
|
40,003
|
(11)
|
|
$
|
0
|
|
|
$
|
113,003
|
|
|
|
|
(1) |
|
Does not include that portion of non-employee directors
annual director fees paid in the form of Stock Awards. See under
Stock Awards in the adjacent column. |
|
(2) |
|
Amounts reflect the aggregate grant date fair value of each
award as determined under FASB ASC Topic 718. |
|
(3) |
|
On March 31, 2009, Mr. Brenninkmeijer was granted
shares of restricted Common Stock with a grant date fair value
of $10,001, and which were issued to Mr. Brenninkmeijer on
April 9, 2009. Mr. Brenninkmeijers service as a
director of the Company concluded on May 13, 2009 at which
time all of his unvested restricted Common Stock vested. |
|
(4) |
|
Mr. Dominskis service as a director of the Company
commenced March 3, 2010. Accordingly, Mr. Dominski did
not receive any compensation from the Company in 2009. |
|
(5) |
|
Mr. Hacketts service as a director of the Company
commenced December 2, 2009. On December 31, 2009,
Mr. Hackett was granted shares of Common Stock with a grant
date fair value of $3,258, and which were issued to
Mr. Hackett on January 8, 2010. As of
December 31, 2009, Mr. Hackett held no shares of
unvested restricted Common Stock. |
|
(6) |
|
On March 31, 2009, June 30, 2009, September 30,
2009 and December 31, 2009, Mr. Lynch received grants
of restricted and unrestricted Common Stock with the following
grant date fair values: $10,001; $30,002; $29,999; and $29,999
respectively, and which were issued to Mr. Lynch on
April 9, 2009, July 9, 2009, October 9, 2009 and
January 8, 2010, respectively. As of December 31,
2009, Mr. Lynch held 14,006 shares of unvested
restricted Common Stock. |
|
(7) |
|
Mr. Newmans service as a director of the Company
concluded on February 9, 2009. As of December 31,
2009, Mr. Newman held 6,827 shares of unvested
restricted Common Stock. |
|
(8) |
|
On March 31, 2009, June 30, 2009, September 30,
2009 and December 31, 2009, Mr. Rau received grants of
restricted and unrestricted Common Stock with the following
grant date fair values: $5,000; $10,001; $10,001; |
11
PROXY STATEMENT
|
|
|
|
|
and $10,000, respectively, and which were issued to Mr. Rau
on April 9, 2009, July 9, 2009, October 9, 2009
and January 8, 2010, respectively As of December 31,
2009, Mr. Rau held 10,912 shares of unvested
restricted Common Stock. |
|
(9) |
|
On March 31, 2009, June 30, 2009, September 30,
2009 and December 31, 2009, Mr. Shidler received
grants of restricted and unrestricted Common Stock with the
following grant date fair values: $10,001; $30,002; $29,999; and
$29,999, respectively, and which were issued to Mr. Shidler
on April 9, 2009, July 9, 2009, October 9, 2009
and January 8, 2010, respectively. As of December 31,
2009, Mr. Shidler held 15,893 shares of unvested
restricted Common Stock. |
|
(10) |
|
On March 31, 2009, June 30, 2009, September 30,
2009 and December 31, 2009, Mr. Slater received grants
of restricted and unrestricted Common Stock with the following
grant date fair values: $10,001; $10,001; $10,001; and $10,000,
respectively, and which were issued to Mr. Slater on
April 9, 2009, July 9, 2009, October 9, 2009 and
January 8, 2010, respectively. As of December 31,
2009, Mr. Slater held 15,893 shares of unvested
restricted Common Stock. |
|
(11) |
|
On March 31, 2009, June 30, 2009, September 30,
2009 and December 31, 2009, Mr. Wilson received grants
of restricted and unrestricted Common Stock with the following
grant date fair values: $10,001; $10,001; $10,001; and $10,000,
respectively, and which were issued to Mr. Wilson on
April 9, 2009, July 9, 2009, October 9, 2009 and
January 8, 2010, respectively. As of December 31,
2009, Mr. Wilson held 15,893 shares of unvested
restricted Common Stock and 30,000 options. |
EXECUTIVE
COMPENSATION DISCUSSION AND ANALYSIS
OBJECTIVES
AND DESIGN OF COMPENSATION PROGRAM
The Company maintains the philosophy that compensation of its
executive officers and other employees should serve the best
interests of the Companys stockholders. Accordingly, the
Company believes its executive compensation program should not
only serve to attract and retain talented, capable individuals,
but also to provide them with proper incentives linked to
performance criteria that are designed to maximize the
Companys overall performance. To this end, the
Companys compensation program consists of a mix of
compensation that is intended to compensate executive officers
for their contributions during the year and to reward them for
achievements that lead to increased Company performance and
increases in stockholder value.
THE
EXECUTIVE COMPENSATION PROCESS AND THE ROLE OF EXECUTIVE
OFFICERS IN COMPENSATION DECISIONS
The Compensation Committee of the Companys Board of
Directors (the Compensation Committee) has overall
responsibility for approving and evaluating the compensation
plans, policies and programs relating to the executive officers
of the Company. The Compensation Committee typically formulates
senior executive compensation beginning in the December before
and in the first quarter of the applicable fiscal year by
setting that years salary and, if applicable, target
maximum cash and equity bonus for the Chief Executive Officer,
the Chief Financial Officer and other senior executive officers
(Senior Management). Also, typically, in the first
quarter of the applicable fiscal year, the Compensation
Committee adopts, and the full Board of Directors ratifies, the
performance criteria (the Performance Criteria) to
be used to determine the incentive compensation of Senior
Management (other than those covered by separate plans or
agreements) for that year. Then, after the end of the applicable
fiscal year, the Compensation Committee meets to determine
incentive compensation to be paid to Senior Management with
respect to that year pursuant to the Performance Criteria or, as
applicable, pursuant to separate plans or agreements. Per such
determination, the Company pays cash bonuses, typically in
February or March, and issues restricted stock, typically in
March.
Periodically, though not every year, the Company and the
Compensation Committee engage the services of outside
consultants to evaluate the Companys executive
compensation program. In 2008, the Compensation Committee
retained FPL Associates, an outside consultant, to review the
appropriateness of the compensation of the Companys Chief
Executive Officer, Chief Financial Officer, Chief Investment
Officer and Executive Vice President Operations, and
certain other members of management. As part of its review, the
outside consultant
12
PROXY STATEMENT
surveyed a range of real estate companies that included not only
the Companys industrial peers, but similarly sized
companies and companies with similar operating strategies from
other sectors of the REIT industry. Peers identified were: AMB
Property Corp., PS Business Parks, Inc., Eastgroup Properties,
Inc., Liberty Property Trust, ProLogis, Duke Realty Corp.,
Taubman Centers, Inc., Corporate Office Properties Trust,
Crescent Real Estate Equities, FelCor Lodging Trust, Inc., Home
Properties, Inc., Maguire Properties, Inc., Essex Property
Trust, Inc., BRE Properties, Inc., Realty Income Corporation,
Pennsylvania REIT, Cousins Properties, Inc., Crescent Real
Estate Equities, Vornado Realty Trust, Kimco Realty Corporation,
Mack-Cali Realty Corp., SL Green Realty Corp., Boston
Properties, Inc. and Developers Diversified Realty. The
Compensation Committee used this survey not as a benchmark, per
se, but rather to gauge generally the appropriateness of the
Companys executive compensation programs and to gauge the
appropriateness of the levels of base compensation paid to
Senior Management.
Historically, the Companys Chief Executive Officer and
Chief Financial Officer have participated in meetings with the
Compensation Committee at various times throughout the year.
During the December before and first quarter of the applicable
fiscal year, they typically meet with the Compensation Committee
to present and discuss recommendations with respect to the
applicable fiscal years salaries and target maximum cash
and equity bonus for Senior Management not covered by separate
plans or agreements. In the first quarter of each year, they
typically meet with the Compensation Committee to present and
discuss recommendations with respect to incentive compensation
for the year just ended. They also traditionally meet with the
Compensation Committee regarding employment agreements that the
Company has entered into and assist the Compensation Committee
in providing compensation information to outside consultants
engaged to evaluate the Companys compensation programs.
In 2008 and 2009, an ad hoc committee of the Board of Directors,
including Messrs. Lynch, Rau, Shidler, Slater and Tyler,
which was formed for evaluating and selecting a new chief
executive officer (the Search Committee), also had a
significant role in determining the compensation for
Mr. Duncan. As Mr. Duncan was not previously employed
by First Industrial, his employment arrangements reflect terms
and conditions that were negotiated with him. Among factors
considered by the Search Committee during these negotiations
were:
|
|
|
|
|
Mr. Duncans reputation, experience and skill;
|
|
|
|
the compensation that would be payable to an alternative
candidate for the position; and
|
|
|
|
the compensation payable to and structure utilized for the
employment of a new chief executive officer of a real estate
investment trust in circumstances that the Search Committee
considered to be comparable to the Companys.
|
During its negotiations, the Search Committee relied upon
analysis provided by FPL Associates L.P., which has advised the
Compensation Committee in various compensation determinations
for the Company in the past. The Search Committee considered the
compensation available to Mr. Duncan both annually and in
the aggregate over a period of four years assuming appreciation
of the price of First Industrials Common Stock. The
committee also considered the amounts that would be payable to
Mr. Duncan in the event of the termination of his
employment due to a change of control or other factors.
The Compensation Committee awarded Mr. Duncan restricted
stock units, rather than restricted stock, upon his employment.
Unlike an award of restricted stock, restricted stock units do
not entitle the recipient to voting rights for the shares
underlying the award. Mr. Duncan is also not entitled to
dividends until vesting, but upon vesting he is entitled to an
amount (payable at the Companys choice in shares of Common
Stock or cash) equal to the aggregate amount of dividends
payable on shares underlying the award from the date of grant to
the date of vesting. These dividend equivalent rights therefore
subject Mr. Duncans dividend rights to the risk of
forfeiture if the vesting conditions for restricted stock units
are not satisfied but put him in a roughly equivalent economic
position if the restricted stock units do vest.
Mr. Duncans restricted stock units differ from the
Companys typical restricted stock awards because they are
subject to a longer,
4-year
ratable vesting schedule and because 40% (400,000) of the shares
underlying the award further require performance targets to be
met. The Compensation Committee believes that Mr. Duncan
should earn equity in part for leading the Company and in part
only if the performance of the Company improves under his
leadership. Setting performance targets to evaluate
Mr. Duncans success was difficult because the Company
had begun substantial changes
13
PROXY STATEMENT
to its business model prior to hiring Mr. Duncan, making
past performance criteria inapplicable, and the Company expects
Mr. Duncan, along with its other senior executives, to help
define the Companys future goals and operations. In light
of these difficulties, the Compensation Committee determined to
use the market price performance of the Companys Common
Stock as a measure of performance. If the time-based vesting
conditions are also satisfied, 25% of Mr. Duncans
performance-based restricted stock units will vest in the event
that the Company attains stock price targets of $11.00, $15.00,
$19.00 and $23.00, respectively, prior to December 31, 2013.
The Compensation Committee continues to recognize that stock
price can be (and has been) affected by numerous factors outside
of the Companys performance. The Compensation Committee
also observed that a comparable equity award issued to the new
chief executive officer of a real estate investment trust whose
circumstances the Compensation Committee considered to be
comparable to the Companys also relied upon stock price
improvement for performance-based vesting and subjected 40% of
that executives equity award to performance-based, in
addition to time-based, vesting.
Except in the case of Mr. Duncan, the Compensation
Committee did not retain the services of outside consultants to
evaluate the Companys executive compensation program for
2009, although it has retained such consultants in prior years
and may do so again in the future.
EXECUTIVE
COMPENSATION COMPONENTS
The components of the Companys executive compensation
program are base salary, incentive bonuses (both cash and equity
awards) and benefits/perquisites. Benefits/perquisites currently
include premiums paid by the Company on term life insurance and
long-term disability insurance; standard health, life and
disability insurance; a personal financial planning allowance in
the case of Mr. Yap in accordance with his employment
agreement; and, if and when approved by management, 401(k)
matching contributions. In the past, benefits/perquisites have
also included car allowances and moving allowances.
Each component of the Companys executive compensation
program serves to attract and retain talented, capable
individuals to the Companys management ranks. Incentive
bonuses serve the added purpose of providing such individuals
with proper incentives linked to performance criteria that are
designed to maximize the Companys overall performance.
The Company considers base salary, incentive bonuses and
benefits/perquisites as independent components of the
Companys executive compensation program. Base salary and
benefits/perquisites are intended to compensate Senior
Management for services rendered, and increases to their base
salary are a function of individual performance and general
economic conditions. Incentive bonuses, by contrast, are linked
to, and are a function of the achievement of, performance
criteria that are designed to maximize the Companys
overall performance. Historically, base salary and
benefits/perquisites have constituted approximately 1/3 of
Senior Managements compensation in a typical year, while
incentive bonus has made up approximately 2/3. Although this
proportion may vary from year to year, this allocation between
base salary and incentive compensation is consistent with the
Compensation Committees compensation philosophy that
Senior Managements compensation should be largely tied to
performance criteria designed to maximize the Companys
overall performance.
The Compensation Committee does not have a specific policy
regarding the mix of cash and non-cash compensation awarded to
Senior Management, although it believes that a significant
portion of Senior Management compensation should be paid in the
form of equity. For members of Senior Management with employment
agreements, the mix of target maximum cash and non-cash
incentive compensation they are entitled to receive is set forth
in their respective employment agreements. Depending on the
individual, non-cash compensation makes up approximately 40% of
the potential incentive compensation for executive officers. For
Mr. Duncan, annual bonuses will typically be payable in a
combination of cash and fully vested shares of Common Stock, and
it is expected that the portion paid in Common Stock will be
proportionate to the non-cash incentive compensation received by
the Companys senior executives generally.
When granting non-cash compensation to Senior Management, the
Compensation Committee has typically utilized restricted stock
awards. Typically, these awards vest ratably over 3 years
and are denominated based on the closing price of the
Companys Common Stock on the day prior to the submission
of award information and
14
PROXY STATEMENT
recommendations to the Compensation Committee for purposes of
its award determinations. In 2009, the Compensation Committee
also utilized restricted stock unit awards in connection with
non-cash incentive compensation issued to Mr. Duncan and to
the other members of Senior Management as described in this
Proxy Statement.
The Compensation Committee believes that restricted stock awards
and restricted stock unit awards play an important role in
aligning managements interests with those of the
Companys stockholders in that restricted stock and
restricted stock units (other than the vesting and transfer
restrictions applicable to them) are economically identical to
stockholders Common Stock. For this reason, restricted
stock and restricted stock unit awards have been a significant
part of executive compensation, although the Compensation
Committee may use other forms of equity compensation, such as
stock options, in the future.
On July 13, 2009 the Compensation Committee approved
retention cash bonuses and restricted stock unit awards to
certain employees of the Company, including members of Senior
Management, other than Mr. Duncan, to promote retention
during what it anticipated would be a difficult economic
environment, generally, and real estate market, specifically,
and to further align the interests of Messrs. Musil, Yap,
Harker and Schultz with the interests of Mr. Duncan. While
the Compensation Committee reserves the right to make retention
awards from time to time, it does not consider these awards a
regular component of executive compensation.
SETTING
EXECUTIVE COMPENSATION
Base
Salary
The Company provides Senior Management with base salary to
compensate them for services rendered during the fiscal year.
The base salaries of Senior Management are a function of either
the minimum base salaries specified in their employment
agreements or the base salary negotiated at the time of their
hire, and any subsequent increases to such base salaries
approved by the Compensation Committee. In determining increases
to such base salaries for the following year, the Compensation
Committee considers individual performance of Senior Management
in the most recently completed year, including organizational
and management development and sales leadership exhibited from
year-to-year
and peer information provided by compensation consultants. The
Compensation Committee also considers general economic
conditions prevailing at the end of such year, when the
increases for the following year are typically determined.
Mr. Tylers base salary for his service, commencing in
October 2008 and ending in January 2009, as interim Chief
Executive Officer was set at $250,000 per month, with a minimum,
non-refundable four months due and payable in advance. This
monthly salary was intended to compensate Mr. Tyler at a
rate consistent with total compensation market rates for
full-time chief executive officers.
Mr. Duncans 2009 base salary was set by the terms of
his employment agreement. Due to the general economic conditions
prevailing at the end of 2008 and in order to conserve cash, on
February 13, 2009 management recommended, and the
Compensation Committee approved, no salary increases over 2008
base salaries for the other members of Senior Management.
Annual
Incentive Bonuses
The Company provides its senior executives with annual incentive
compensation, which currently includes cash and equity awards,
in the form of restricted stock and restricted stock units, to
incentivize and reward them for Company and individual
performance in specified areas that serve the best interests of
the Companys stockholders.
2009
Executive Officer Bonus Plan
For 2009, Messrs. Duncan, Musil, Yap, Harker and Schultz
participated in an incentive compensation plan (the 2009
Executive Officer Bonus Plan) which was recommended by the
Compensation Committee and adopted by the Board of Directors on
May 13, 2009. Under the 2009 Executive Officer Bonus Plan,
compensation determinations of the Compensation Committee are
based on (1) the Companys achievement above a minimum
level of
15
PROXY STATEMENT
funds from operations
(FFO)(1)
per share per annum, (2) the target maximum cash and equity
bonus opportunity of the executive officers, expressed as a
percentage of their base salaries and (3) the Chief
Executive Officers
self-evaluation
and individual recommendations, with respect to
Messrs. Musil, Yap, Harker and Schultz, to the Compensation
Committee.
The Compensation Committee believes FFO is the best single
measure to appropriately capture the Companys performance,
and has adopted FFO as the sole Performance Criteria.
Achievement by the Company above a minimum FFO threshold for
2009 qualified each executive officer covered by the 2009
Executive Officer Bonus Plan to receive up to 125% of his stated
target maximum cash and equity bonus opportunity, depending on
the level of FFO achieved (the FFO Percentage). For
Messrs. Duncan and Yap, the targets are based on
requirements in their employment agreements and subject to
increase by the Compensation Committee; and, for
Messrs. Musil, Harker and Schultz are a function of Company
policy applicable to employees generally. In each case, the
targets reflect the Compensation Committees belief that an
individuals incentive compensation should be comprised of
approximately 60% cash compensation and 40% equity compensation.
The target maximum bonuses for 2009 for Messrs. Duncan,
Musil, Yap, Harker and Schultz for purposes of the 2009
Executive Officer Bonus Plan were as follows:
|
|
|
|
|
|
|
|
|
|
|
Target Maximum
|
|
Target Maximum
|
|
|
Cash Bonus
|
|
Equity Bonus
|
Executive Officer
|
|
(% of Base Salary)
|
|
(% of Base Salary)
|
|
Bruce W. Duncan
|
|
|
200
|
%
|
|
|
140
|
%
|
Scott A. Musil
|
|
|
125
|
%
|
|
|
90
|
%
|
Johannson Yap
|
|
|
200
|
%
|
|
|
140
|
%
|
David Harker
|
|
|
150
|
%
|
|
|
100
|
%
|
Peter Schultz
|
|
|
150
|
%
|
|
|
100
|
%
|
For 2009, the Companys FFO per share exceeded the highest
target level stated in the 2009 Executive Officer Bonus Plan,
justifying an FFO Percentage of 125%. However, in order to
conserve cash, and to give consideration to the Companys
overall performance in 2009 and the current economic
environment, the Companys Chief Executive Officer
recommended to the Compensation Committee that it apply a
revised FFO Percentage in awarding bonuses. Based upon the Chief
Executive Officers recommendation, the Compensation
Committee exercised its discretion and established a bonus pool
to be distributed among the members of Senior Management
representing the aggregate cash and equity bonuses that would
have been justified under the 2009 Executive Officer Bonus Plan
had an FFO Percentage of 60.5% been applied. Individual bonuses
paid to the members of Senior Management from this bonus pool
were not uniform, and approximated a percentage of each
officers target maximum cash and equity bonus as
determined by the Compensation Committee (the Individual
Percentages).
|
|
|
(1) |
|
FFO is a non-GAAP measure that the Company defined (for all 2009
purposes) as net income available to common stockholders and
participating securities, plus depreciation and amortization on
real estate minus accumulated depreciation and amortization on
real estate sold less economic gains that are not included
within the NAREIT definition. Investors in and analysts
following the real estate industry utilize FFO, variously
defined, as a supplemental performance measure. The Company
considers FFO, given its wide use by and relevance to investors
and analysts, an appropriate supplemental performance measure.
FFO, reflecting the assumption that real estate asset values
rise or fall with market conditions, principally adjusts for the
effects of GAAP depreciation/amortization of real estate assets.
In addition, FFO is commonly used in various ratios, pricing
multiples/yields and returns and valuation calculations used to
measure financial position, performance and value. FFO does not
represent cash generated from operating activities in accordance
with GAAP and is not necessarily indicative of cash available to
fund cash needs, including the repayment of principal on debt
and payment of dividends and distributions. FFO should not be
considered as a substitute for net income available to common
stockholders (calculated in accordance with GAAP) as a measure
of results of operations or cash flows (calculated in accordance
with GAAP) as a measure of liquidity. FFO as calculated by the
Company may not be comparable to similarly titled, but
differently calculated, measures of other REITs. Please see the
reconciliation of FFO to net income available to common
stockholders contained in our Current Report on
Form 8-K
dated February 24, 2010. |
16
PROXY STATEMENT
The variability of the Individual Percentages applied to the
members of Senior Management is attributable to differences in
individual subjective performance evaluations. For example, the
Compensation Committee rewarded Mr. Musil for his
assumption of significant additional responsibilities in his
capacity as acting Chief Financial Officer and rewarded
Mr. Schultz for the management of his region, in particular
its leasing efforts in a very challenging leasing environment.
Mr. Duncans relatively lower Individual Percentage is
attributable to the Compensation Committees concurrence
with Mr. Duncans self evaluation and reflects the
level of shareholder value that the Company delivered in 2009
notwithstanding the level of FFO per share achieved by the
Company.
The cash bonus payments and equity grants made in February and
March 2010 to each member of Senior Management, together with
the applicable Individual Percentage, is reflected in the
following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of
|
|
|
Individual
|
|
|
|
Restricted Stock
|
Executive Officer
|
|
Percentage (%)
|
|
Cash Bonus Paid ($)
|
|
Granted
|
|
Bruce W. Duncan
|
|
|
48.7
|
|
|
|
750,000
|
|
|
|
105,769
|
|
Scott A. Musil
|
|
|
83.7
|
|
|
|
230,000
|
|
|
|
33,654
|
|
Johannson Yap
|
|
|
56.4
|
|
|
|
400,000
|
|
|
|
57,692
|
|
David Harker
|
|
|
49.8
|
|
|
|
172,000
|
|
|
|
22,115
|
|
Peter Schultz
|
|
|
65.0
|
|
|
|
245,000
|
|
|
|
27,885
|
|
Although Mr. Tyler served as our interim Chief Executive
Officer through January 2009, he was not eligible to participate
in the Companys bonus plans.
2009
Retention and Long-Term Bonus Plan
On July 13, 2009 the Compensation Committee approved
service-based and performance-based incentive awards
(collectively, the Retention and Long-Term Bonus
Awards) to certain employees of the Company, including
members of Senior Management other than Mr. Duncan, to
promote retention during what it anticipated would be a
difficult economic environment, generally, and real estate
market, specifically, and to align the interests of
Messrs. Musil, Yap, Harker and Schultz with the interests
of Mr. Duncan. Grantees of a service-based award who remain
employed with the Company through and including June 30,
2010 will be eligible for a specified cash bonus (the
Retention Cash Bonus). In the event (i) a
grantees employment with the Company is terminated on or
prior to June 30, 2010 as a result of grantees death
or by the Company due to grantees disability or
(ii) a change of control is consummated on or prior to
June 30, 2010 and the grantee remains employed with the
Company through the date of such change of control, the grantee
will be eligible for an amount in cash equal to four times the
Retention Cash Bonus, in lieu of the Retention Cash Bonus. The
Retention Cash Bonus awards for Senior Management, other than
Mr. Duncan, are as follows:
|
|
|
|
|
Executive Officer
|
|
Retention Cash Bonus
|
|
Scott A. Musil
|
|
$
|
46,830
|
|
Johannson Yap
|
|
$
|
66,900
|
|
David Harker
|
|
$
|
46,830
|
|
Peter Schultz
|
|
$
|
46,830
|
|
Grantees of a performance-based award were issued a specified
number of restricted stock units (Performance RSUs),
each of which represents the right to receive, upon vesting, one
share of the Companys Common Stock plus any dividend
equivalents that have accrued prior to the date of vesting. The
Performance RSUs and associated dividend equivalents have a
performance-based vesting component and a time-based vesting
component, and each Performance RSU vests upon the later to
occur of the satisfaction of the relevant performance-based and
time-based vesting component. The performance-based component
will be satisfied with respect to installments of 25% of the
Performance RSUs in the event that the Company maintains, for a
period of 15 trading days prior to June 30, 2014, stock
price targets of $9.00, $13.00, $17.00 and $21.00, respectively.
The time-based component is subject to a grantees
continued employment over a period of four years, and will be
satisfied with respect to 25% of the Performance RSUs on
each of June 30, 2010, 2011, 2012 and 2013. Upon the
consummation of a change of
17
PROXY STATEMENT
control of the Company, all Performance RSUs vest in full. In
the event of a termination of a grantees employment due to
his death or disability, each unvested Performance RSU vests to
the extent that:
|
|
|
|
|
the time-based component relating to that Performance RSU would
have been satisfied had the grantee remained employed for an
additional 24 months, and
|
|
|
|
the performance-based component relating to that Performance RSU
is satisfied at any time through the earlier of the
24-month
anniversary of the grantees termination and June 30,
2014.
|
All vested RSUs will be distributed in shares of the
Companys Common Stock. At the Companys option, the
Company may pay dividend equivalents in cash or Common Stock.
The Performance RSU awards for Senior Management, other than
Mr. Duncan, are as follows:
|
|
|
|
|
Executive Officer
|
|
Performance RSUs
|
|
Scott A. Musil
|
|
|
28,000
|
|
Johannson Yap
|
|
|
40,000
|
|
David Harker
|
|
|
28,000
|
|
Peter Schultz
|
|
|
28,000
|
|
The Retention and Long-Term Bonus Awards were intended by the
Compensation Committee to be commensurate with awards issued to
similarly situated individuals under comparable retention bonus
plans adopted by some of our peers. In this regard the
Compensation Committee relied in part on a survey conducted in
2008 by our outside consultant, FPL Associates, as part of its
evaluation of the Companys executive compensation program,
with a particular focus on the long-term incentive plans adopted
by AMB Property Corporation, Eastgroup Properties, Inc.,
ProLogis and DCT Industrial Trust Inc. The Compensation
Committee did not use this survey as a benchmark, but rather to
gauge generally the appropriateness of the levels of
compensation payable to its executive officers in connection
with the Retention and Long-Term Bonus Awards.
In addition, the value of the Retention Cash Bonus relative to
the grant date value of the portion of the Performance
RSUs scheduled to vest on June 30, 2010, reflects the
Compensation Committees belief that an individuals
incentive compensation should be comprised of approximately 60%
cash compensation and 40% equity compensation.
Mr. Yaps receipt of a larger Retention Cash Bonus and
more Performance RSUs than Messrs. Musil, Harker and
Schultz was an acknowledgement of Mr. Yaps additional
responsibilities as Chief Investment Officer, in addition to his
role as head of the Companys West Region.
Benefits/Perquisites
The Company provides Senior Management with certain
benefits/perquisites, which, depending on the officer, have
included premiums paid by the Company on term life insurance and
long-term disability insurance, car allowances, personal
financial planning allowances, and, when applicable, moving and
housing allowances. Senior Management, along with all of the
Companys other full time employees, are also eligible to
receive 401(k) matching contributions and standard health, life
and disability insurance. Premiums have been paid by the Company
on term life insurance and long-term disability insurance and
personal financial planning allowances have been provided only
to those with, and as specified in, employment agreements. Any
car allowances are a function of the market rates to lease and
operate an executive class vehicle prevailing when the allowance
was set. 401(k) matching payments are a function of each member
of Senior Managements contribution to his 401(k) account
during the year and the percentage match which management
determines to apply to the Companys 401(k) Plan for that
year. Standard health, life and disability insurance benefits
are a function of the group benefit packages the Company is able
to negotiate with third party providers.
Based on the Companys performance in 2009, management
determined not to apply a matching payment to the Companys
401(k) Plan for 2009. In addition, as of March 15, 2009,
each of Messrs. Duncan, Yap, Harker and Schultz voluntarily
surrendered his car allowance.
18
PROXY STATEMENT
Termination
and
Change-in-Control
Triggers
Certain members of Senior Management have an employment
agreement, and all Senior Management have agreements in respect
of their restricted stock awards or restricted stock unit awards
granted pursuant to the Companys stock incentive plans,
and such agreements specify events, including involuntary
termination and
change-in-control,
that trigger the payment of cash
and/or
vesting in restricted stock or restricted stock unit awards. The
Company believes having such events as triggers for the payment
of cash
and/or
vesting in restricted stock or restricted stock unit awards
promotes stability and continuity of management. See
Potential Payments Upon Termination or Change of
Control below for more information on the payments
triggered by such events.
Stock
Ownership Guidelines
The stock ownership guidelines for the Companys directors
and senior executive officers are as follows:
|
|
|
|
|
|
|
Retainer/
|
|
|
Base Salary
|
Position
|
|
Multiple
|
|
Directors
|
|
|
3x
|
|
Chief Executive Officer
|
|
|
5x
|
|
Chief Financial Officer, Chief Investment Officer and Executive
Vice Presidents
|
|
|
4x
|
|
The stock ownership goal for each person subject to the
ownership guidelines is determined on an individual basis, first
in dollars as a multiple of the directors annual retainer
or the executives base salary, and then by converting that
amount to a fixed number of shares. For directors and executives
who were in office as of January 1, 2008, the stock
ownership goal is determined using their retainers and base
salaries in effect as of that date and must be achieved by
January 1, 2013. For persons assuming a director or
executive level position after January 1, 2008, the stock
ownership goal is determined using their retainers and base
salaries in effect on the date they become subject to the
ownership guidelines and must be achieved within five years
after that date. A copy of the Stock Ownership Guidelines can be
found on the Investor Relations/Corporate Governance section of
the Companys website at www.firstindustrial.com.
Stock
Retention Requirements
Until the directors and senior executive officers reach their
respective stock ownership goal, they will be required to retain
shares that are owned on the date they became subject to the
Stock Ownership Guidelines and at least seventy-five percent
(75%) of net shares delivered through the
Companys executive compensation plans. Net
shares deducts from the number of shares obtained by
exercising stock options or through the vesting of awards the
number of shares the executive sells to pay exercise costs or
taxes. If the executive transfers an award to a family member,
the transferee becomes subject to the same retention
requirements. Until the director and executive stock ownership
goals have been met, shares may be disposed of only for one or
more of the exclusion purposes as set forth in the
Companys Stock Ownership Guidelines.
Tax
Implications
Section 162(m) of the Internal Revenue Code of 1986, as
amended (the Code), generally limits the deductible
amount of annual compensation paid by a public company to a
covered employee (the chief executive officer and
four other most highly compensated executive officers of the
Company) to no more than $1 million. The Company does not
believe that Section 162(m) of the Code is applicable to
its current arrangements with its executive officers.
19
PROXY STATEMENT
COMPENSATION
COMMITTEE REPORT
The Compensation Committee of the Board of Directors of the
Company has reviewed, and discussed with management, the
Compensation Discussion and Analysis included above in this
Proxy Statement. Based on such review and discussions, the
Compensation Committee recommended to the Board of Directors of
the Company that the Compensation Discussion and Analysis be
included in this Proxy Statement and, through incorporation by
reference from this Proxy Statement, the Companys annual
report on
Form 10-K
for the Companys fiscal year ended December 31, 2009.
Submitted by the Compensation Committee:
Robert J. Slater, Chairman
Kevin W. Lynch
W. Edwin Tyler
20
PROXY STATEMENT
EXECUTIVE
SUMMARY COMPENSATION TABLE
The Summary Compensation Table below sets forth the aggregate
compensation, including cash compensation and amortization
expenses of, and ordinary dividends with respect to, restricted
stock awards, as applicable, paid by the Company for the
specified fiscal years to Bruce W. Duncan, the Companys
President and Chief Executive Officer; to W. Edwin Tyler, who
completed his service as interim President and Chief Executive
Officer in January 2009; to Scott A. Musil, the Companys
acting Chief Financial Officer; and to certain of the
Companys other highly compensated executive officers. The
2009 Grants of Plan Based Awards Table following the Summary
Compensation Table provides additional information regarding
incentive compensation awarded by the Company to these officers
in 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
All Other
|
|
|
|
|
|
|
Salary
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Compensation
|
|
Total
|
Name and Principal Position
|
|
Year
|
|
($)
|
|
($)(1)
|
|
($)
|
|
($)
|
|
($)(2)
|
|
($)
|
|
Bruce W. Duncan(3)
|
|
|
2009
|
|
|
$
|
778,974
|
|
|
$
|
6,014,000
|
(4)
|
|
$
|
|
|
|
$
|
750,000
|
|
|
$
|
2,830
|
|
|
$
|
7,545,804
|
|
President and CEO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W. Edwin Tyler(5)
|
|
|
2009
|
|
|
$
|
52,398
|
(6)
|
|
$
|
100,001
|
(7)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
152,399
|
|
Interim President and CEO
|
|
|
2008
|
|
|
|
1,065,274
|
(6)
|
|
|
71,204
|
(7)
|
|
|
109,500
|
(8)
|
|
|
|
|
|
|
26,214
|
|
|
|
1,272,192
|
|
Scott A. Musil(3)
|
|
|
2009
|
|
|
$
|
225,000
|
|
|
$
|
82,320
|
(9)
|
|
$
|
|
|
|
$
|
230,000
|
|
|
$
|
1,298
|
|
|
$
|
538,618
|
|
Acting Chief Financial
|
|
|
2008
|
|
|
|
225,000
|
|
|
|
223,992
|
(9)
|
|
|
|
|
|
|
|
|
|
|
44,569
|
|
|
|
493,561
|
|
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Johannson L. Yap
|
|
|
2009
|
|
|
$
|
365,000
|
|
|
$
|
117,600
|
(10)
|
|
$
|
|
|
|
$
|
400,000
|
|
|
$
|
10,303
|
|
|
$
|
892,903
|
|
Chief Investment
|
|
|
2008
|
|
|
|
365,000
|
|
|
|
578,258
|
(10)
|
|
|
|
|
|
|
|
|
|
|
167,285
|
|
|
|
1,110,543
|
|
Officer and Exec. Vice
|
|
|
2007
|
|
|
|
347,000
|
|
|
|
798,107
|
(10)
|
|
|
|
|
|
|
603,780
|
|
|
|
201,799
|
|
|
|
1,950,686
|
|
President West Region
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David Harker(3)
|
|
|
2009
|
|
|
$
|
230,400
|
|
|
$
|
82,320
|
(11)
|
|
$
|
|
|
|
$
|
172,000
|
|
|
$
|
2,798
|
|
|
$
|
487,518
|
|
Exec. Vice President Central Region
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter Schultz(3)
|
|
|
2009
|
|
|
$
|
240,000
|
|
|
$
|
82,320
|
(12)
|
|
$
|
|
|
|
$
|
245,000
|
|
|
$
|
3,298
|
|
|
$
|
570,618
|
|
Exec. Vice President
East Region
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Amounts reflect the aggregate grant date fair value of each
award as determined under FASB ASC Topic 718. See note 16
to our consolidated financial statements included in our Annual
Report on
Form 10-K
for the year ended December 31, 2009 for a discussion of
the assumptions used in valuing the awards. |
|
(2) |
|
For 2009, includes term life insurance premiums of $560, $672,
$2,205, $672 and $672 paid on behalf of Messrs. Duncan,
Musil, Yap, Harker and Schultz, respectively; long-term
disability insurance premiums of $522, $626, $626, $626 and $626
paid on behalf of Messrs. Duncan, Musil, Yap, Harker and
Schultz, respectively; car allowances of $1,748 for
Mr. Duncan, $3,000 for Mr. Yap, $1,500 for
Mr. Harker and $2,000 for Mr. Schultz; and a personal
financial planning allowance of $4,472 for Mr. Yap. |
|
(3) |
|
Information is not provided with respect to Messrs. Duncan,
Harker and Schultz for fiscal years 2007 and 2008 and
Messrs. Tyler and Musil for fiscal year 2007, as they did
not serve as named executive officers, as that term
is defined in the rules and regulations of the SEC, during those
fiscal years. |
|
(4) |
|
Reflects an inducement award of 600,000 service-based restricted
stock units valued at $7.03 per unit for an aggregate value of
$4,218,000 and 400,000 performance-based restricted stock units
valued at $4.49 per unit for an aggregate value of $1,796,000.
Assuming achievement of the highest level of performance
conditions, the performance based restricted stock unit awards
would have had an aggregate grant date fair value of $2,812,000. |
|
(5) |
|
Mr. Tyler served as our interim President and Chief
Executive Officer from October 22, 2008 to January 9,
2009. Mr. Tyler received no additional compensation for his
service as the Companys interim Chief Executive Officer
during January 2009, other than the compensation reported for
fiscal year 2008. Mr. Tyler did not receive additional
compensation for his service as a director during his tenure as
the Companys interim Chief Executive Officer. |
21
PROXY STATEMENT
|
|
|
(6) |
|
For 2009, consists of $52,398 in fees earned or paid in cash for
Mr. Tylers service as a director. For 2008, includes
$65,274 in fees earned or paid in cash for Mr. Tylers
service as a director. |
|
(7) |
|
On March 31, 2009, June 30, 2009, September 30,
2009 and December 31, 2009, Mr. Tyler received grants
of restricted and unrestricted Common Stock in connection with
his service as director with the following grant date fair
values: $10,001; $30,002; $29,999; and $29,999, respectively,
and which were issued to Mr. Tyler on April 9, 2009,
July 9, 2009, October 9, 2009 and January 8,
2010, respectively. On March 30, 2008, June 30, 2008
and September 30, 2008, Mr. Tyler received grants of
restricted stock in connection with his service as director with
the following grant date fair values: $10,000, $51,204; and
$10,000, respectively, and which were issued to Mr. Tyler
on April 8, 2008, July 8, 2008, and October 9,
2008, respectively. |
|
(8) |
|
The amount reflected is the aggregate grant date fair value, as
determined under FASB ASC Topic 718, of stock appreciation
rights granted to Mr. Tyler in October 2008 in connection
with his service as our interim Chief Executive Officer. See
note 15 to our consolidated financial statements included
in our Annual Report on
Form 10-K
for the year ended December 31, 2008 for a discussion of
the assumptions used in valuing the awards. |
|
(9) |
|
Amounts for 2009 reflect an award of 28,000 performance-based
restricted stock units valued at $2.94 per unit under FASB ASC
Topic 718. Assuming achievement of the highest level of
performance conditions, the performance based restricted stock
unit award would have had an aggregate grant date fair value of
$120,400. Amounts for 2008 reflect an award of 6,991 shares
of service-based restricted stock valued at $32.04 per share
under FASB ASC Topic 718. |
|
(10) |
|
Amounts for 2009 reflect an award of 40,000 performance-based
restricted stock units valued at $2.94 per unit under FASB ASC
Topic 718. Assuming achievement of the highest level of
performance conditions, the performance based restricted stock
unit award would have had an aggregate grant date fair value of
$172,000. Amounts for 2008 reflect an award of
18,048 shares of service-based restricted stock valued at
$32.04 per share. Amounts for 2007 reflect an award of
16,884 shares of service-based restricted stock valued at
$47.27 per share under FASB ASC Topic 718. |
|
(11) |
|
Amounts reflect an award of 28,000 performance-based restricted
stock units valued at $2.94 per unit under FASB ASC Topic 718.
Assuming achievement of the highest level of performance
conditions, the performance based restricted stock unit award
would have had an aggregate grant date fair value of $120,400. |
|
(12) |
|
Amounts reflect an award of 28,000 performance-based restricted
stock units valued at $2.94 per unit under FASB ASC Topic 718.
Assuming achievement of the highest level of performance
conditions, the performance based restricted stock unit award
would have had an aggregate grant date fair value of $120,400. |
22
PROXY STATEMENT
2009
GRANTS OF PLAN BASED AWARDS TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Grant Date
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Fair Value
|
|
|
|
|
Estimated Future Payouts Under
|
|
Number of
|
|
of Stock
|
|
|
|
|
Equity Incentive Plan Awards(1)
|
|
Shares of
|
|
and Option
|
|
|
Grant
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Stock
|
|
Awards
|
Name
|
|
Date
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
($)(2)
|
(a)
|
|
(b)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(l)
|
|
Bruce W. Duncan
|
|
|
1/9/09
|
|
|
|
n/a
|
|
|
|
400,000
|
|
|
|
n/a
|
|
|
|
600,000
|
(3)
|
|
|
6,014,000
|
(4)
|
Scott A. Musil
|
|
|
7/13/09
|
|
|
|
n/a
|
|
|
|
28,000
|
|
|
|
n/a
|
|
|
|
0
|
|
|
|
82,320
|
(5)
|
Johannson L. Yap
|
|
|
7/13/09
|
|
|
|
n/a
|
|
|
|
40,000
|
|
|
|
n/a
|
|
|
|
0
|
|
|
|
117,600
|
(6)
|
David Harker
|
|
|
7/13/09
|
|
|
|
n/a
|
|
|
|
28,000
|
|
|
|
n/a
|
|
|
|
0
|
|
|
|
82,320
|
(5)
|
Peter Schultz
|
|
|
7/13/09
|
|
|
|
n/a
|
|
|
|
28,000
|
|
|
|
n/a
|
|
|
|
0
|
|
|
|
82,320
|
(5)
|
|
|
|
(1) |
|
For Mr. Duncan, the amount included in the
target column represents the number of shares he
could receive from the vesting of performance-based restricted
stock units issued to him as an inducement grant upon his
employment with the Company. No threshold amount was established
in connection with this inducement grant. For
Messrs. Musil, Yap, Harker and Schultz, the amounts
included in the target column represent the number
of shares each could receive from the vesting of the Performance
RSUs issued to him described under 2009 Retention and
Long-Term Bonus Plan. No threshold amounts were
established with respect to the Performance RSUs. |
|
(2) |
|
Amounts reflect the aggregate grant date fair value of each
stock award as determined under FASB ASC Topic 718. See
note 16 to our consolidated financial statements included
in our Annual Report on
Form 10-K
for the year ended December 31, 2009 for a discussion of
the assumptions used in valuing the awards. |
|
(3) |
|
Service-based restricted stock units issued to Mr. Duncan
as an inducement grant upon his employment with the Company. |
|
(4) |
|
Reflects an award of 600,000 service-based restricted stock
units valued at $7.03 per unit for an aggregate value of
$4,218,000 and 400,000 performance-based restricted stock units
valued at $4.49 per unit for an aggregate value of $1,796,000.
Assuming achievement of the highest level of performance
conditions, the performance based restricted stock unit awards
would have had an aggregate grant date fair value of $2,812,000. |
|
(5) |
|
For each of Messrs. Musil, Harker and Schultz, reflects an
award of 28,000 performance-based restricted stock units valued
at $2.94 per unit for an aggregate value of $82,320. Assuming
achievement of the highest level of performance conditions, the
performance based restricted stock unit awards would each have
had an aggregate grant date fair value of $120,400. |
|
(6) |
|
Reflects an award of 40,000 performance-based restricted stock
units valued at $2.94 per unit for an aggregate value of
$117,600. Assuming achievement of the highest level of
performance conditions, the performance based restricted stock
unit award would have had an aggregate grant date fair value of
$172,000. |
23
PROXY STATEMENT
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
Number
|
|
Market Value
|
|
|
Securities
|
|
Securities
|
|
|
|
|
|
Of Share
|
|
of Shares or
|
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
Or Units
|
|
Units of
|
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
|
|
Of Stock
|
|
Stock
|
|
|
Options
|
|
Options
|
|
Exercise
|
|
Option
|
|
That Have
|
|
That Have
|
|
|
(#)
|
|
(#)
|
|
Price
|
|
Expiration
|
|
Not Vested
|
|
Not Vested
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
($)
|
|
Date
|
|
(#)
|
|
($)(1)
|
(a)
|
|
(b)
|
|
(c)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
Bruce W. Duncan
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
450,000
|
(2)
|
|
$
|
2,353,500
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
400,000
|
(3)
|
|
$
|
2,092,000
|
|
W. Edwin Tyler
|
|
|
10,000
|
|
|
|
0
|
|
|
$
|
30.00
|
|
|
|
5-17-10
|
|
|
|
14,385
|
(4)
|
|
$
|
75,234
|
|
|
|
|
10,000
|
|
|
|
0
|
|
|
$
|
31.05
|
|
|
|
5-16-11
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
0
|
|
|
$
|
33.15
|
|
|
|
5-15-12
|
|
|
|
|
|
|
|
|
|
Scott A. Musil
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
11,473
|
(5)
|
|
$
|
60,004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,000
|
(6)
|
|
$
|
146,440
|
|
Johannson L. Yap
|
|
|
52,000
|
|
|
|
0
|
|
|
$
|
33.13
|
|
|
|
1-23-11
|
|
|
|
39,101
|
(7)
|
|
$
|
115,562
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
(6)
|
|
$
|
209,200
|
|
David Harker
|
|
|
4,500
|
|
|
|
0
|
|
|
$
|
30.53
|
|
|
|
1-16-12
|
|
|
|
18,610
|
(8)
|
|
$
|
97,330
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,000
|
(6)
|
|
$
|
146,440
|
|
Peter Schultz
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
9,829
|
(9)
|
|
$
|
51,406
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,000
|
(6)
|
|
$
|
146,440
|
|
|
|
|
(1) |
|
The dollar amounts shown in column (h) are approximately
equal to the product of the number of shares of restricted
Common Stock reported in column (g) multiplied by the
closing price of the Common Stock as reported by the NYSE on
December 31, 2009, the last trading day of the year
($5.23). This valuation does not take into account any
diminution in value that results from the restrictions
applicable to such Common Stock. |
|
(2) |
|
Represents unvested restricted stock units of which 150,000 vest
December 31, 2010, 150,000 vest December 31, 2011 and
150,000 vest December 31, 2012. |
|
(3) |
|
Represents unvested restricted stock units (the
Performance RSUs) which have a performance-based
vesting component and a time-based vesting component, with each
Performance RSU vesting upon the later to occur of the
satisfaction of the relevant performance-based and time-based
vesting component. The performance-based component will be
satisfied with respect to installments of 25% of the Performance
RSUs in the event that the Company attains, prior to
December 31, 2013, stock price targets of $11.00, $15.00,
$19.00 and $23.00, respectively. The time-based component with
respect to 100,000 of such Performance RSUs vested on
December 31, 2009. The time-based component with respect to
the remaining 300,000 Performance RSUs vests in
100,000 unit installments on December 31, 2010,
December 31, 2011 and December 31, 2012. |
|
(4) |
|
Of the shares of unvested restricted Common Stock reported here,
516 vested in January 2010, as to which restrictions have been
removed, 1,500 vest in July 2010, 1,120 vest in January 2011,
1,500 vest in July 2011, 1,569 vest in January 2012, 2,152 vest
in January 2013, 4,900 vest in January 2014, 757 vest in January
2015 and 371 vest in January 2016. |
|
(5) |
|
Of the shares of unvested restricted Common Stock reported here,
5,295 vested in January 2010, as to which restrictions have been
removed, 3,613 vest in January 2011, 1,283 vest in January 2012
and 1,282 vest in January 2013. |
|
(6) |
|
Represents unvested restricted stock units (the
Performance RSUs) which have a performance-based
vesting component and a time-based vesting component, with each
Performance RSU vesting upon the later to occur of the
satisfaction of the relevant performance-based and time-based
vesting component. The performance-based component will be
satisfied with respect to installments of 25% of the Performance
RSUs in the event that the Company maintains, for a period of 15
trading days prior to June 30, 2014, stock price targets of
$9.00, $13.00, $17.00 and $21.00, respectively. The time-based
component is subject to a grantees continued employment |
24
PROXY STATEMENT
|
|
|
|
|
over a period of four years, and will be satisfied with respect
to 25% of the Performance RSUs on each of June 30,
2010, 2011, 2012 and 2013. |
|
(7) |
|
Of the shares of unvested restricted Common Stock reported here,
17,004 vested in January 2010, as to which restrictions have
been removed, 11,376 vest in January 2011, 5,360 vest in January
2012 and 5,360 vest in January 2013. |
|
(8) |
|
Of the shares of unvested restricted Common Stock reported here,
12,057 vested in January 2010, as to which restrictions have
been removed, 4,773 vest in January 2011, 890 vest in January
2012 and 890 vest in January 2013. |
|
(9) |
|
Of the shares of unvested restricted Common Stock reported here,
4,726 vested in January 2010, as to which restrictions have been
removed, 3,307 vest in January 2011, 898 vest in January 2012
and 898 vest in January 2013. |
2009
OPTION EXERCISES AND STOCK VESTED
In 2009, no options were exercised by the officers specified in
the table below and an aggregate of 200,370 shares of
restricted Common Stock and restricted stock units held by such
officers vested.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
Number of
|
|
|
|
Number of
|
|
|
|
|
Shares
|
|
|
|
Shares
|
|
|
|
|
Acquired on
|
|
Value Realized
|
|
Acquired on
|
|
Value Realized
|
|
|
Exercise
|
|
on Exercise
|
|
Vesting
|
|
on Vesting
|
Name
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
Bruce W. Duncan
|
|
|
0
|
|
|
|
|
|
|
|
150,000
|
(1)
|
|
$
|
784,500
|
(1)
|
W. Edwin Tyler
|
|
|
0
|
|
|
|
|
|
|
|
1,500
|
(2)
|
|
$
|
6,690
|
(2)
|
Scott A. Musil
|
|
|
0
|
|
|
|
|
|
|
|
7,019
|
(3)
|
|
$
|
48,852
|
(3)
|
Johannson L. Yap
|
|
|
0
|
|
|
|
|
|
|
|
21,933
|
(3)
|
|
$
|
152,654
|
(3)
|
David Harker
|
|
|
0
|
|
|
|
|
|
|
|
13,779
|
(3)
|
|
$
|
95,902
|
(3)
|
Peter Schultz
|
|
|
0
|
|
|
|
|
|
|
|
6,139
|
(3)
|
|
$
|
42,727
|
(3)
|
|
|
|
(1) |
|
The shares of Common Stock reported herein were acquired as a
result of the vesting of 150,000 restricted stock units which
vested on December 31, 2009. The value of the shares is
based on closing price of the Common Stock as reported by the
NYSE for such date ($5.23). |
|
(2) |
|
The shares of Common Stock reported herein vested on
July 1, 2009 and their value is based on closing price of
the Common Stock as reported by the NYSE for such date ($4.46). |
|
(3) |
|
The shares of Common Stock reported herein vested on
January 1, 2009 and their value is based on closing price
of the Common Stock as reported by the NYSE for January 2,
2009, the first trading following the date of vesting of such
award ($6.96). |
POTENTIAL
PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
Employment
Agreements
The Company has entered into written employment agreements with
Messrs. Duncan and Yap. These employment agreements provide
for payments and benefits to these executives by the Company in
some circumstances in the event of a termination of their
employment or of a change of control.
Severance amounts payable to Mr. Yap upon his termination
will be reduced if such amounts become payable after
Mr. Yaps 67th birthday. In addition to his rights
under the standard grant agreements under our stock incentive
plans, Mr. Yap is entitled to the accelerated vesting of
his restricted stock and stock options in the event his
employment is terminated without cause.
In addition to the events of termination of employment
identified in the following table, the employment agreements
provide for payments in the event of an executives death
or disability. Upon death or disability,
25
PROXY STATEMENT
Mr. Duncan is entitled to (i) his base salary and
vacation pay accrued through the date of his death or
disability, (ii) his accrued bonus for the fiscal year
prior to the year of his death or disability, to the extent not
paid, (iii) his unreimbursed business expenses incurred
through the date of his death or disability and (iv) any
other benefits he may be eligible for under the Companys
plans, policies or practices. Upon death, Mr. Yap is
entitled to 75% of the maximum cash bonus for which he would
have been eligible, prorated through the date of his death. Upon
a work-related disability, Mr. Yap is entitled to severance
in an amount equal to three times his annual base salary, plus
75% of his maximum cash bonus potential for the then-current
year.
The employment agreements also contain important non-financial
provisions that apply in the event of a termination of
employment or of a change of control. Benefits payable upon a
merger, acquisition or other changes in control are payable upon
consummation of such transactions regardless of whether the
executive is terminated. Mr. Duncan has agreed to a
one-year covenant not to compete after his termination.
Mr. Yap has agreed to a one-year covenant not to compete
after his termination, except in connection with certain changes
in control of the Company. Mr. Yap has also agreed to a
six-month covenant not to compete in connection with certain
changes in control of the Company.
Stock
Incentive Plans
Under the 1994, 1997, 2001 and 2009 Stock Plans (the Stock
Plans), unvested restricted Common Stock vests in the
event of a change of control. In addition, the Stock Plans
empower the Compensation Committee to determine other vesting
events in the individual restricted stock awards, including
vesting events such as involuntary termination of employment
with or without cause. Assuming that the triggering event
occurred on December 31, 2009, Messrs. Duncan, Musil,
Tyler, Yap, Harker and Schultz would have vested in restricted
Common Stock having the respective values set forth in the table
below.
26
PROXY STATEMENT
Termination
and Change of Control Payments
The following table includes estimated payments owed and
benefits required to be provided to the applicable member of
Senior Management under the employment agreements and stock
incentive plans described above, exclusive of benefits available
on a non-discriminatory basis generally, in each case assuming
that the triggering event described in the table occurred on
December 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated
|
|
Medical
|
|
|
|
|
|
|
Equity
|
|
Insurance
|
|
|
Triggering
|
|
Severance
|
|
Awards
|
|
Premiums
|
Name
|
|
Event
|
|
($)
|
|
(1)($)
|
|
(2) ($)
|
|
Bruce W. Duncan
|
|
Change of Control(3)
|
|
|
0
|
|
|
|
4,445,500
|
|
|
|
0
|
|
|
|
Termination Following Change of control(3)
|
|
|
5,600,000
|
|
|
|
0
|
|
|
|
18,659
|
|
|
|
Termination w/o Cause(4)
|
|
|
5,600,000
|
|
|
|
4,445,500
|
|
|
|
18,659
|
|
Scott A. Musil(5)
|
|
Change of Control
|
|
|
0
|
|
|
|
206,443
|
|
|
|
0
|
|
|
|
Termination w/o Cause
|
|
|
0
|
|
|
|
60,004
|
|
|
|
0
|
|
|
|
Termination for Cause
|
|
|
0
|
|
|
|
60,004
|
|
|
|
0
|
|
W. Ed Tyler(6)
|
|
Change of Control
|
|
|
0
|
|
|
|
75,233
|
|
|
|
0
|
|
|
|
Termination as Director
|
|
|
0
|
|
|
|
75,233
|
|
|
|
0
|
|
Johannson L. Yap
|
|
Change of Control(3)
|
|
|
0
|
|
|
|
413,698
|
|
|
|
0
|
|
|
|
Termination Following Change of control(3)(7)
|
|
|
2,920,000
|
|
|
|
0
|
|
|
|
41,489
|
|
|
|
Termination w/o
Cause(4)(7)
|
|
|
730,000
|
|
|
|
115,562
|
|
|
|
41,489
|
|
|
|
Termination for Cause(7)
|
|
|
0
|
|
|
|
115,562
|
|
|
|
0
|
|
David Harker(5)
|
|
Change of Control
|
|
|
0
|
|
|
|
243,770
|
|
|
|
0
|
|
|
|
Termination w/o Cause
|
|
|
0
|
|
|
|
97,330
|
|
|
|
0
|
|
|
|
Termination for Cause
|
|
|
0
|
|
|
|
97,330
|
|
|
|
0
|
|
Peter Schultz(5)
|
|
Change of Control
|
|
|
0
|
|
|
|
197,846
|
|
|
|
0
|
|
|
|
Termination w/o Cause
|
|
|
0
|
|
|
|
51,405
|
|
|
|
0
|
|
|
|
Termination for Cause
|
|
|
0
|
|
|
|
51,405
|
|
|
|
0
|
|
|
|
|
(1) |
|
For purposes of estimating the value of awards of restricted
stock and restricted stock units which vest the Company has
considered any applicable employment agreement limitations and
assumed a price per share of its Common Stock of $5.23, which
was the closing price of its Common Stock on the NYSE on
December 31, 2009, the last trading day of the year. |
|
(2) |
|
Present value of estimated premiums required to be paid by the
Company or cash payments in lieu of benefits required to be
provided. |
|
(3) |
|
Upon a change of control of the Company, the vesting of any
unvested restricted stock or restricted stock units held by the
named executive officer shall accelerate. As a result, if the
named executive officer then experiences a termination of
employment after the change of control event, the officer will
not hold any restricted stock or restricted stock units on the
date of termination that otherwise may have accelerated if the
change of control event had not occurred. |
|
(4) |
|
Includes constructive discharge under the terms of
Mr. Duncans and Mr. Yaps employment
agreements. |
|
(5) |
|
None of Messrs. Musil, Harker or Schultz have entered into
an employment agreement with the Company. As such, the amounts
disclosed in this table relate only to awards of restricted
stock and restricted stock units granted to Messrs. Musil,
Harker and Schultz under the Companys stock incentive
plans. |
|
(6) |
|
Mr. Tylers letter agreement entered into in
connection with his service as interim President and Chief
Executive Officer did not provide for additional payments to be
made to Mr. Tyler upon his termination of employment or
upon a change of control of the Company. However, in connection
with his service as a director of the Company, Mr. Tyler
has previously been granted awards of restricted stock. All
restricted stock held by Mr. Tyler was granted under
standard award agreements under our stock incentive plans, and
the vesting of all restricted stock held by Mr. Tyler will
accelerate in the event of an involuntary termination of his
engagement as director or a change of control of the Company. |
27
PROXY STATEMENT
|
|
|
(7) |
|
Mr. Yap is entitled to a supplemental payment of one
months base salary in addition to amounts reflected if
requisite notice is not provided prior to his termination by the
Company. |
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Messrs. Slater,
Lynch and Tyler. Except for Mr. Tylers service as our
interim President and Chief Executive Office from October 2008
until January 2009, none of them has served as an officer of the
Company. In addition, except for Messrs. Slaters,
Lynchs and Tylers services as directors and
Mr. Tylers service as our interim President and Chief
Executive Officer, none of Messrs. Slater, Lynch and Tyler
had any other business relationship or affiliation with the
Company in 2009 requiring disclosure by the Company under
Item 404 of
Regulation S-K.
REPORT OF
THE AUDIT COMMITTEE
Pursuant to meetings of the Audit Committee on February 19,
2010 and March 2, 2010, the Audit Committee reports that it
has: (i) reviewed and discussed the Companys audited
financial statements with management; (ii) discussed with
the independent registered public accounting firm the matters
(such as the quality of the Companys accounting principles
and internal controls) required to be discussed by Statement on
Auditing Standards No. 61; and (iii) received written
confirmation from PricewaterhouseCoopers LLP that it is
independent and written disclosures as required by applicable
requirements of the Public Company Accounting Oversight Board
regarding the independent accountants communications with
the Audit Committee concerning independence, and discussed with
PricewaterhouseCoopers LLP its independence. Based on the review
and discussions referred to in items (i) through
(iii) above, the Audit Committee recommended to the Board
of Directors that the audited financial statements be included
in the Companys annual report for the Companys
fiscal year ended December 31, 2009.
Submitted by the Audit Committee:
John Rau, Chairman
Kevin W. Lynch
H. Patrick Hackett, Jr.
TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL
PERSONS
Review, Approval or Ratification of Transactions with Related
Persons. Transactions involving the Company and
its executive officers and directors that are reportable under
Item 404 of
Regulation S-K
are required by the Companys written policies to be
reported to and approved by the Nominating/Corporate Governance
Committee of the Board of Directors. The Nominating/Corporate
Governance Committee addresses such transactions on a
case-by-case
basis, after considering the relevant facts and circumstances.
COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 (as
amended, the Exchange Act) requires the
Companys officers and directors, and persons who own more
than ten percent of a registered class of the Companys
equity securities, to file reports of ownership and changes in
ownership with the SEC and the NYSE. Officers, directors and
greater than ten-percent stockholders are required
by SEC regulations to furnish the Company with copies of all
Section 16(a) forms so filed.
Based solely on review of the copies of such forms furnished to
the Company for 2009, all of the Companys officers,
directors and greater than ten-percent stockholders
timely filed all reports required to be filed by
Section 16(a) of the Exchange Act during 2009.
28
PROXY STATEMENT
SECURITY
OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table presents information concerning the
ownership of Common Stock of the Company and limited partnership
units (Units) of First Industrial, L.P. (which
generally are exchangeable on a
one-for-one
basis, subject to adjustments, for Common Stock) by:
|
|
|
|
|
all directors named and nominees named in this Proxy Statement
(the named directors);
|
|
|
|
all current and former executive officers identified on the
Summary Compensation Table;
|
|
|
|
all named directors and currently serving executive officers of
the Company as a group; and
|
|
|
|
persons and entities, if any, known to the Company to be
beneficial owners of more than 5% of the Companys Common
Stock.
|
The information is presented as of March 19, 2010, unless
otherwise indicated, and is based on representations of officers
and directors of the Company and filings received by the Company
on Schedule 13G under the Exchange Act. As of
March 19, 2010, there were 63,269,769 shares of Common
Stock and 5,389,229 Units outstanding.
|
|
|
|
|
|
|
|
|
|
|
Common Stock/Units
|
|
|
Beneficially Owned
|
|
|
|
|
Percent
|
Names and Addresses of 5% Stockholders
|
|
Number
|
|
of Class
|
|
FMR LLC
|
|
|
4,477,500
|
|
|
|
7.27
|
%
|
82 Devonshire Street,
|
|
|
|
|
|
|
|
|
Boston, MA 02109(1)
|
|
|
|
|
|
|
|
|
Blackrock Inc.
|
|
|
3,727,089
|
|
|
|
6.05
|
%
|
40 East 52nd Street
|
|
|
|
|
|
|
|
|
New York, NY 10022(2)
|
|
|
|
|
|
|
|
|
The Vanguard Group, Inc.
|
|
|
4,888,572
|
|
|
|
7.93
|
%
|
100 Vanguard Blvd.
|
|
|
|
|
|
|
|
|
Malvern, PA 19355(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Names and Addresses of
Directors and Officers*
|
|
|
|
|
|
|
|
|
W. Ed Tyler(4)
|
|
|
112,232
|
|
|
|
**
|
|
Michael G. Damone(5)
|
|
|
224,254
|
|
|
|
**
|
|
Matthew S. Dominski
|
|
|
0
|
|
|
|
**
|
|
Bruce W. Duncan(6)
|
|
|
255,769
|
|
|
|
**
|
|
H. Patrick Hackett, Jr.
|
|
|
623
|
|
|
|
**
|
|
Kevin W. Lynch(7)
|
|
|
37,717
|
|
|
|
**
|
|
John Rau(8)
|
|
|
37,392
|
|
|
|
**
|
|
Jay H. Shidler(9)
|
|
|
4,879,088
|
|
|
|
7.67
|
%
|
Robert J. Slater(10)
|
|
|
36,275
|
|
|
|
**
|
|
J. Steven Wilson(11)
|
|
|
54,288
|
|
|
|
**
|
|
Scott A. Musil(12)
|
|
|
69,078
|
|
|
|
**
|
|
Johannson L. Yap(13)
|
|
|
332,637
|
|
|
|
**
|
|
David Harker(14)
|
|
|
70,201
|
|
|
|
**
|
|
Peter Schultz(15)
|
|
|
48,288
|
|
|
|
**
|
|
All named directors and currently-serving executive officers as
a group (14 persons)(16)
|
|
|
6,157,842
|
|
|
|
9.65
|
%
|
|
|
|
* |
|
The business address for each of the directors and executive
officers of the Company is 311 South Wacker Drive,
Suite 3900, Chicago, Illinois 60606. |
|
** |
|
Less than 1% |
29
PROXY STATEMENT
|
|
|
(1) |
|
Pursuant to a Schedule 13G dated February 16, 2010 of
FMR LLC (Fidelity). Of the shares reported, Fidelity
has the sole power to vote 1,582,400 shares and the sole
power to dispose of 4,477,500 shares. |
|
(2) |
|
Pursuant to a Schedule 13G dated January 20, 2010 of
Blackrock Inc. (Blackrock). Blackrock has the sole
power to vote and dispose of all 3,727,089 shares reported. |
|
(3) |
|
Pursuant to a Schedule 13G dated February 1, 2010 of
The Vanguard Group Inc. (Vanguard). Of the shares
reported, Vanguard has the sole power to vote, and the shared
power dispose or direct the disposition of, 66,627 shares;
and the sole power to dispose of 4,821,945 shares. |
|
(4) |
|
Includes 30,000 shares that may be acquired by
Mr. Tyler upon the exercise of vested options granted under
the 1997 Stock Plan, consisting of 10,000 shares at an
exercise price of $30.00 per share, 10,000 shares at an
exercise price of $31.05 per share and 10,000 shares at an
exercise price of $33.15 per share. Also includes
13,869 shares of restricted Common Stock issued under the
1997 and 2001 Stock Plans. |
|
(5) |
|
Includes 62,500 shares held by a trust for the benefit of
Mr. Damones wife. Also includes 6,700 shares
that may be acquired upon the exercise of vested options granted
under the 1997 Stock Plan at an exercise price of $30.53 per
share. Also includes 94,296 Units. Also includes
3,513 shares of restricted Common Stock issued under the
1997 Stock Plan and 2001 Stock Plans. |
|
(6) |
|
Includes 105,769 shares of restricted Common Stock issued
under the 2001 Stock Plan. |
|
(7) |
|
Includes 13,656 shares of restricted Common Stock issued
under the 1997 and 2001 Stock Plans. |
|
(8) |
|
Includes 10,562 shares of restricted Common Stock issued
under the 1997 and 2001 Stock Plans. |
|
(9) |
|
Includes 910,660 shares held by Shidler Equities, L.P., a
Hawaii limited partnership owned by Mr. Shidler and
Mrs. Shidler, 20,000 shares owned by
Mrs. Shidler, 68,020 Units held by Mr. Shidler
directly, 254,541 Units held by Shidler Equities, L.P., 1,223
Units held by Mr. and Mrs. Shidler jointly, and 22,079
Units held by Holman/Shidler Investment Corporation. Also
includes 15,194 shares of restricted Common Stock issued
under the 1997 and 2001 Stock Plans. |
|
(10) |
|
Includes 15,194 shares of restricted Common Stock issued
under the 1997 and 2001 Stock Plans. |
|
(11) |
|
Includes 30,000 shares that may be acquired upon the
exercise of vested options granted under the 1997 Stock Plan,
consisting of 10,000 shares at an exercise price of $30.00
per share, 10,000 shares at an exercise price of $31.05 per
share and 10,000 shares at an exercise price of $33.15 per
share. Also includes 15,194 shares of restricted Common
Stock issued under the 1997 and 2001 Stock Plans. |
|
(12) |
|
Includes 2,106 shares held through Mr. Musils
children and 3,407 shares held through his 401(k). Also
includes 39,832 shares of restricted Common Stock issued
under the 1997 and 2001 Stock Plans. |
|
(13) |
|
Includes 52,000 shares that may be acquired by Mr. Yap
upon the exercise of vested options granted under the 1997 Stock
Plan at an exercise price of $33.13 per share. Also includes
1,680 Units. Also includes 32,074 shares held through
Mr. Yaps 401(k) and 79,789 shares of restricted
Common Stock issued under the 1997 and 2001 Stock Plans. |
|
(14) |
|
Includes 13,779 shares held by a trust for the benefit of
Mr. Harkers wife. Also includes 4,500 shares
that may be acquired upon the exercise of vested options granted
under the 1997 Stock Plan at an exercise price of $30.53 per
share. Also includes 28,667 shares of restricted Common
Stock issued under the 1997 Stock Plan and 2001 Stock Plans. |
|
(15) |
|
Includes 32,987 shares of restricted Common Stock issued
under the 1997 and 2001 Stock Plans. |
|
(16) |
|
Includes 123,200 shares in the aggregate that may be
acquired by directors and executive officers upon the exercise
of vested options granted under the 1997 Stock Plan, consisting
of 52,000 shares at an exercise price of $33.13,
20,000 shares at an exercise price of $30.00,
20,000 shares at an exercise price of $31.05,
20,000 shares at an exercise price of $33.15 and
11,200 shares at an exercise price of $30.53. Also includes
441,839 Units. Also includes 374,226 shares of restricted
Common Stock issued under the 1997 and 2001 Stock Plans. |
30
PROXY STATEMENT
PROPOSAL II
RATIFICATION
OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC
ACCOUNTING FIRM
The accounting firm of PricewaterhouseCoopers LLP (or its
predecessor, Coopers & Lybrand L.L.P.) has served as
the Companys independent auditors since the Companys
formation in August 1993. On March 2, 2010, the Audit
Committee of the Board of Directors appointed
PricewaterhouseCoopers LLP as the Companys independent
registered public accounting firm for the current fiscal year. A
representative of PricewaterhouseCoopers LLP will be present at
the Annual Meeting, will be given the opportunity to make a
statement if he or she so desires and will be available to
respond to appropriate questions.
FEES
During 2009 and 2008, the aggregate fees for services provided
by PricewaterhouseCoopers LLP in the following categories and
amounts are:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
2008
|
|
Audit Fees(1)
|
|
$
|
1,124,725
|
|
|
$
|
1,229,544
|
|
Audit-Related Fees(2)
|
|
|
425,875
|
|
|
|
427,461
|
|
Tax Fees(3)
|
|
|
156,200
|
|
|
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522,395
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Other Fees(4)
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1,620
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1,620
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Total Fees
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$
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1,708,420
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$
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2,181,020
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(1) |
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Audit Fees include amounts related to professional services
rendered in connection with the audits of the Companys
annual financial statements and those of our subsidiaries, the
reviews of our quarterly financial statements and other services
that are normally provided by the auditor in connection with
statutory and regulatory filings or engagements. |
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(2) |
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Audit-Related Fees include amounts for assurance and related
services, including
Rule 3-14
audit work, joint venture audits, certain
agreed-upon
procedures and an annual employee benefit plan audit. |
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(3) |
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Tax Fees include amounts billed for professional services
rendered in connection with tax compliance, tax advice and tax
planning. These amounts primarily relate to tax services related
to tax return preparation, REIT compliance consultation, 1031
exchange consultation, federal and state audit consultation,
return of capital review, federal and state regulation
consultation, federal and state entity structuring, taxable REIT
subsidiary consultation, international tax consultation and VAT
compliance. |
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(4) |
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Other Fees includes fees billed to the Company by
PricewaterhouseCoopers LLP for any services not included in the
foregoing categories. |
PRE-APPROVAL
OF SERVICES
The Audit Committee pre-approves all audit, audit-related, tax
and other services proposed to be provided by the Companys
independent registered public accounting firm. Consideration and
approval of such services generally occur at the Audit
Committees regularly scheduled meetings. In situations
where it is impractical to wait until the next regularly
scheduled meeting, the Audit Committee has delegated the
authority to approve the audit, audit-related, tax and other
services to each of its individual members. Approvals of audit,
audit-related, tax and other services pursuant to the
above-described delegation of authority are reported to the full
Audit Committee.
The Board
of Directors recommends a vote FOR ratification of the
appointment of PricewaterhouseCoopers LLP as the Companys
independent
registered public accounting firm for fiscal 2010.
31
PROXY STATEMENT
OTHER
MATTERS
SOLICITATION
OF PROXIES
The cost of solicitation of proxies in the form enclosed
herewith will be borne by the Company. In addition to the
solicitation of proxies by mail, the directors, officers and
employees of the Company may also solicit proxies personally or
by telephone without additional compensation for such
activities. The Company will also request persons, firms and
corporations holding shares in their names or in the names of
their nominees, which are beneficially owned by others, to send
proxy materials to and obtain proxies from such beneficial
owners. The Company will reimburse such holders for their
reasonable expenses.
Georgeson Shareholder Services, Inc. acts as the Companys
proxy solicitor at a cost of $7,500, plus reasonable out of
pocket expenses, including a telephone solicitation campaign
approved by the Company.
STOCKHOLDER
PROPOSALS
Stockholder proposals intended to be presented at the 2011
Annual Meeting of Stockholders must be received by the Secretary
of the Company no later than December 3, 2010, in order to
be considered for inclusion in the proxy statement and on the
proxy card that will be solicited by the Board of Directors in
connection with the 2011 Annual Meeting of Stockholders.
INCORPORATION
BY REFERENCE
In the pages preceding this Proxy Statement is a Letter to
Stockholders from the Companys President and Chief
Executive Officer. Appendix A to this Proxy Statement is
the Companys 2009 Annual Report, which includes its
consolidated financial statements and managements
discussion and analysis of financial condition and results of
operations, as well as certain other financial and other
information required by the rules and regulations of the SEC.
Information contained in the Letter to Stockholders or
Appendix A to this Proxy Statement shall not be deemed to
be filed or soliciting material, or
subject to liability for purposes of Section 18 of the
Exchange Act to the maximum extent permitted under the Exchange
Act.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDERS MEETING TO BE HELD ON MAY 5, 2010
The Proxy Statement, Notice of Annual Meeting, Proxy Card and
the Companys 2009 Annual Report are available on the
Proxy Statement tab of the Investor Relations page
on the Companys website, at www.firstindustrial.com.
For directions to attend the Annual Meeting in person, please
contact Art Harmon, the Companys Director, Investor
Relations and Corporate Communications, at
(312) 344-4320.
OTHER
MATTERS
The Board of Directors does not know of any matters other than
those described in this Proxy Statement that will be presented
for action at the Annual Meeting. If other matters are
presented, it is the intention of the persons named as proxies
in the accompanying Proxy Card to vote in their discretion all
shares represented by validly executed proxies.
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS
IMPORTANT TO THE COMPANY. PLEASE COMPLETE, SIGN, DATE AND
PROMPTLY RETURN THE ENCLOSED PROXY CARD TODAY.
32
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Using a black ink pen, mark your votes with an X as shown in
this example. Please do not write outside the designated areas.
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x |
Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to
Be Held on May 5, 2010: The Proxy Statement, Notice of Annual Meeting, Proxy Card and the Companys
2009 Annual Report are available on the Proxy Statement tab of the Investor Relations page on the
Companys website, at www.firstindustrial.com.
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Annual Meeting Proxy Card |
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▼ PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼
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A
Proposals The Board of Directors recommends a vote FOR all
the nominees listed and FOR Proposal 2. |
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1. Election of two Class I Directors:
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For
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Withhold
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For
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Withhold
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+ |
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01 - Matthew S. Dominski* |
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02 - H. Patrick Hackett, Jr.* |
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o |
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* Term, if elected, expires in 2013. |
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For
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Against
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Abstain |
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2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm. |
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3. |
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In their discretion, on
any and all other matters that
may properly come before the
meeting. |
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B Non-Voting Items
Change of Address Please print new address below.
C Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as
attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give
full title.
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Date (mm/dd/yyyy) Please print date below.
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Signature 1 Please keep signature within the box.
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Signature 2 Please keep signature within the box. |
/ /
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▼ PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼
Proxy FIRST INDUSTRIAL REALTY TRUST, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS ON MAY 5, 2010
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Bruce W. Duncan and Scott A. Musil, or either of them, with full
powers of substitution, as proxies of the undersigned, with the authority to vote upon and act with
respect to all shares of stock of First Industrial Realty Trust, Inc. (the Company), which the
undersigned is entitled to vote, at the Annual Meeting of Stockholders of the Company, to be held
at the 10th Floor Conference Room, 311 South Wacker Drive, Chicago, Illinois 60606, commencing
Wednesday, May 5, 2010, at 9:00 a.m., and at any and all adjournments thereof, with all the powers
the undersigned would possess if then and there personally present, and especially (but without
limiting the general authorization and power hereby given) with the authority to vote on the
reverse side.
The undersigned hereby revokes any proxy or proxies heretofore given to vote upon or act with
respect to said shares and hereby confirms all that the proxies named herein and their substitutes,
or any of them, may lawfully do by virtue hereof.
This proxy, when properly executed, will be voted as specified herein. If this proxy does not
indicate a contrary choice, it will be voted for all nominees for director listed in Item 1, for
the ratification of the appointment of the independent registered public accounting firm in Item
2, and in the discretion of the persons named as proxies herein with respect to any and all
matters referred to in Item 3.
PLEASE VOTE, DATE AND SIGN THIS PROXY ON THE OTHER SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.