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LXP Industrial Trust – ‘PREC14A’ on 4/4/22 re: LXP Industrial Trust

On:  Monday, 4/4/22, at 5:08pm ET   ·   Accession #:  1539497-22-753   ·   File #:  1-12386

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/04/22  LXP Industrial Trust              PREC14A                1:3M   LXP Industrial Trust              Nuvo Group, Inc./FA

Document/Exhibit                   Description                      Pages   Size 

 1: PREC14A     Preliminary Proxy Statement - Contested             HTML    627K 
                Solicitation                                                     

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

LXP INDUSTRIAL TRUST

(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):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)        Title of each class of securities to which transaction applies:  

(2)        Aggregate number of securities to which transaction applies:

(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):

(4)        Proposed maximum aggregate value of transaction:

(5)        Total fee paid:

☐ Fee paid previously with preliminary materials.

☐ 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.

(1)        Amount Previously Paid:

(2)        Form, Schedule or Registration Statement No.:

(3)        Filing Party:

(4)        Date Filed:

PRELIMINARY COPY – SUBJECT TO COMPLETION

One Penn Plaza, Suite 4015

New York, New York 10119-4015

(212) 692-7200

NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ________, 2022

To the Shareholders of LXP Industrial Trust:

The 2022 Annual Meeting of Shareholders of LXP Industrial Trust, a Maryland real estate investment trust, will be held on _________________, 2022, at 10:00 a.m., Eastern time, virtually via the internet at www.cesonlineservices.com/LXP22_vm for the following purposes:

Only holders of record at the close of business on _____________, 2022 are entitled to notice of and to vote at the 2022 Annual Meeting of Shareholders or any adjournment or postponement thereof.

Please note that Land & Buildings Investment Management, LLC (“L&B”) has notified us that it intends to nominate two individuals for election to our Board of Trustees at the Annual Meeting of Shareholders. You may receive solicitation materials from L&B, including a proxy statement and [COLOR] proxy card. We are not responsible for the accuracy of any information provided by or relating to L&B or its nominees contained in solicitation materials filed or disseminated by or on behalf of L&B or any other statements L&B may make.

Our Board of Trustees does not endorse the L&B nominees and unanimously recommends that you vote “FOR” the election of all nominees proposed by our Board of Trustees on the WHITE proxy card or WHITE voting instruction form (including via the telephone or Internet methods of voting specified on each). Our Board of Trustees strongly urges you NOT to return or vote any [COLOR] proxy card sent to you by L&B. Please note that voting to “withhold” with respect to the L&B nominees on a [COLOR] proxy card sent to you by L&B is not the same as voting “for” our Board of

Trustees’ nominees, because a vote to “withhold” with respect to the L&B nominee on its [COLOR] proxy card will revoke any WHITE proxy you may have previously submitted.

To support our Board of Trustees’ nominees, you should vote FOR our Board of Trustees’ nominees on the WHITE proxy card and disregard, and not return, any [COLOR] proxy card sent to you by L&B. If you have previously submitted a [COLOR] proxy card sent to you by L&B, you can revoke that proxy and vote for our Board of Trustees’ nominees by using the enclosed WHITE proxy card or WHITE voting instruction form (including via the telephone or Internet methods of voting specified thereon) which will automatically revoke your prior proxy. Any later-dated [COLOR] proxy card that you send to L&B will also revoke your proxy, including WHITE proxies that you have voted FOR our Board of Trustees’ nominees, and we strongly urge you not to sign or return any [COLOR] proxy cards sent to you by L&B. Only the latest dated validly executed proxy that you submit will be counted.

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting, we request that you read the proxy statement and vote your shares by signing and dating the enclosed WHITE proxy card or WHITE voting instruction form and returning it in the envelope provided to you or to use the telephone or Internet methods of voting described in your WHITE proxy card or voting instruction form so that your shares can be voted at the Annual Meeting in accordance with your instructions. If you are a shareholder of record and plan to attend the Annual Meeting in person via webcast, you are encouraged to authorize your vote beforehand by Internet, telephone or mail. You may also vote in person via webcast at the Annual Meeting. If you are a beneficial owner, you must obtain a legal proxy from the bank, broker or other nominee that holds your shares if you wish to attend the Annual Meeting and vote in person via webcast.

Given the contested nature of the election, under the rules of the New York Stock Exchange, if your common shares are held through a broker, bank or other nominee in “street name” as of the close of business on the record date and you receive proxy materials from L&B, your broker, bank, or other nominee will only be able to vote your shares with respect to any proposals at the Annual Meeting if you have instructed them how to vote. Your bank, broker, or other nominee will not vote your shares unless you provide instructions to your bank, broker, or other nominee on how to vote your shares. Your broker, bank, or other nominee has enclosed a WHITE voting instruction form for you to use to direct them regarding how to vote your shares. Please instruct your broker, bank, or other nominee how to vote your shares using the WHITE voting instruction form you received from them. Please return your completed WHITE proxy card or WHITE voting instruction form to your broker, bank, or other nominee and contact the person responsible for your account so that your vote can be counted. In most instances, you will be able to do this over the Internet or by telephone, or by mail as indicated on your WHITE voting instruction form.

If you have questions about the matters described in this proxy statement or how to submit your proxy or if you need additional copies of this proxy statement, the enclosed WHITE proxy card or WHITE voting instruction form, you should contact D.F. King & Co., Inc., our proxy solicitor, toll free at (866) 811-1442 (banks and brokers may call collect at (212) 269-5550.

On behalf of our Board of Trustees, we thank you for your support and participation.

By Order of the Board of Trustees,
Joseph S. Bonventre Secretary New York, New York __________, 2022

Whether or not you expect to participate at the 2022 Annual Meeting of Shareholders, we urge you to authorize your WHITE proxy electronically via the Internet or by telephone or by completing and returning the WHITE proxy card if you requested paper proxy materials. Voting

instructions are printed on your WHITE proxy card and included in the accompanying proxy statement. Any person giving a proxy has the power to revoke it at any time prior to the meeting and shareholders who participate in the meeting may withdraw their proxies and vote in person via webcast.

One Penn Plaza, Suite 4015

New York, New York 10119-4015

(212) 692-7200

__________, 2022

Dear Fellow Shareholders,

2021 was another outstanding year, which marked the significant accomplishment of substantially completing our transaction to an industrial REIT. We ended the year with 98.1% of our consolidated assets, excluding held for sale assets, consisting of warehouse and distribution assets. The benefits of our strategic plan are beginning to pay off as we accomplished the following in 2021:

Our portfolio is positioned to deliver sustainable shareholder value with over 577 acres available for future development.

We have continued to be a leader in corporate governance. Since 2015, we have refreshed the Board by adding six new independent trustees. Our non-employee trustees have an average tenure of less than 6 years. In April 2022, we announced the appointment of Arun Gupta to our Board of Trustees, who brings cybersecurity expertise and a diverse background to our Board.

Our ESG program was significantly expanded in 2021. We published our first Corporate Responsibility Report. We also obtained the first-place ranking in our peer group, U.S. Industrial Listed, in the GRESB Real Estate Assessment. We look forward to further enhancing our ESG program in 2022.

On February 8, 2022, after careful consideration, we announced that our Board of Trustees had initiated a review of our strategic alternatives, including a sale, merger or other business combination. As always, we have been hard at work in an effort to maximize shareholder value.

Your vote is especially important to us this year. Land & Buildings Investment Management, LLC has notified the company of its intention to nominate two individuals for election to our Board of Trustees at the 2022 Annual Meeting of Shareholders in opposition to the highly qualified nominees recommended by our Board of Trustees. Enclosed with your proxy materials is a WHITE proxy card or WHITE voting instruction form, which is being solicited on behalf of our Board of Trustees. We urge you to cast your vote as soon as possible.

We strongly urge you to read the accompanying Notice of Annual Meeting and Proxy Statement carefully and vote FOR the nominees recommended by our Board of Trustees and in accordance with the recommendation of our Board of Trustees on the other proposals by using the enclosed WHITE proxy card. If you have any questions, you should contact D.F. King & Co., Inc., our proxy solicitor, toll free at (866) 811-1442 or call collect at 212- 269-5550.

We value your investment in us, and we once again ask for your continued support by voting for the items in the accompanying proxy statement.

Sincerely,

T. Wilson Eglin Chairman and Chief Executive Officer	Richard S. Frary Lead Independent Trustee

PROXY STATEMENT
FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD _____________, 2022

The Board of Trustees of LXP Industrial Trust, a Maryland real estate investment trust, is soliciting proxies to be voted at the 2022 Annual Meeting of Shareholders, which we refer to herein as the Annual Meeting. The Annual Meeting will be held _________________, 2022, at 10:00 a.m., Eastern time, virtually via the internet at www.cesonlineservices.com/LXP22_vm. This proxy statement summarizes the information you need to know to vote by proxy or in person via webcast at the Annual Meeting or any postponements or adjournments thereof. You do not need to attend the Annual Meeting in person via webcast in order to have your shares voted at the Annual Meeting.

All references to the “Trust,” “Company,” “we,” “our” and “us” in this proxy statement mean LXP Industrial Trust. All references to “Shareholder” and “you” refer to a holder of shares of beneficial interest, par value $0.0001 per share, of the Company, classified as “Common Stock,” which we refer to as common shares or shares, as of the close of business on ____________, 2022, which we refer to as the Record Date.

TABLE OF CONTENTS

2021 COMPANY PERFORMANCE¹

Industrial Growth Opportunities

Focused Disposition Plan

Proactive Asset Management

Strong Balance Sheet

ESG+R Strategy

Successfully Transformed Portfolio

20152	20182	20212,3

Improved Cost of Capital

Share price / Next twelve months AFFO Multiple – YE 2015 to YE 2021

Outperformance Since the 2018 DK JV Announcement⁴

Total Shareholder Returns Since 9/4/2018

BACKGROUND OF THE SOLICITATION

In September 2015, our Board of Trustees commenced a refreshment process that began with the appointment of Claire A. Koeneman to the Board of Trustees. Ms. Koeneman was also appointed as the Chair of the Nominating and Corporate Governance Committee of the Board of Trustees because of her vast knowledge and experience in corporate governance. In December 2015, a trustee stepped down and Lawrence L. Gray was appointed to the Board of Trustees. Also in December 2015, pursuant to a strategic vision developed by T. Wilson Eglin, our Chief Executive Officer, President and a trustee, we began focusing our efforts on acquiring high-quality primarily single-tenant industrial assets instead of primarily acquiring other single-tenant assets. From January 1, 2016 through December 31, 2021, we transformed our portfolio from 16% warehouse/distribution assets to 98% warehouse/distribution assets. As of December 31, 2021, we had 109 warehouse/distribution properties containing approximately 52.7 million square feet. Our assets are primarily Class A assets with modern specifications in top markets.

In February 2017, a trustee passed away and, in March 2017, Jamie Handwerker was appointed to the Board of Trustees. In November 2017, Howard Roth was appointed to the Board of Trustees. In May 2018, a trustee was not nominated for reelection due to our retirement policy and Mr. Roth was appointed as Chair of the Audit Committee. In March 2019, our then Chairman resigned, and in April 2019, Mr. Eglin was appointed Chairman due to his role in creating and implementing our strategy. In May 2021, Nancy Elizabeth Noe was appointed to the Board of Trustees and we announced our intention to explore diversifying the Board of Trustees with a racially or ethnically diverse member or a member of the LBGTQ community and the expectation of an appointment of a candidate by the end of 2022. The Nominating and Corporate Governance Committee commenced a thorough search for such a diverse candidate.

On September 10, 2021, Mr. Eglin and Heather Gentry, our Senior Vice President of Investor Relations, met with representatives of L&B, including Jonathan Litt.

On September 13, 2021, L&B, by email to Mr. Eglin, requested a meeting with Richard Frary, the Lead Independent Trustee of the Board of Trustees, and Ms. Handwerker.

On September 22, 2021, Mr. Frary and Ms. Handwerker met with representatives of L&B, including Mr. Litt. Following the meeting on September 23, 2021, L&B sent a letter to Mr. Frary and Ms. Handwerker requesting a meeting with the Nominating and Corporate Governance Committee, which was filed as Exhibit 99.2 to our Current Report on Form 8-K filed on October 6, 2021.

On September 24, 2021, the Board of Trustees met with members of Company management and representatives of Paul Hastings LLP, the Company's counsel, and discussed, among other things, the status of the Nominating and Corporate Governance Committee's search for a diverse candidate and discussions with L&B. The meeting concluded in an executive session without members of Company management.

On October 4, 2021, the Nominating and Corporate Governance Committee met with representatives of L&B, including Mr. Litt. Also on October 4, 2021, L&B sent a letter to the Nominating and Corporate Governance Committee in which L&B proposed the following:

On October 6, 2021, Messrs. Eglin and Frary issued a letter to our shareholders detailing our successful portfolio transformation and reiterating the commitment of the Board of Trustees and management team to enhancing value for all of our shareholders, which was filed as Exhibit 99.1 to our Current Report on Form 8-K filed on October 6, 2021. The Company also made public the September 23rd and October 4th L&B letters, which were respectively filed as Exhibits 99.2 and 99.3 to our Current Report on Form 8-K filed on October 6, 2021.

On October 15, 2021, the Nominating and Corporate Governance Committee met with representatives of L&B, including Mr. Litt. During the meeting, Ms. Koeneman explained the candidate review process used by the Nominating and Corporate Governance Committee and expressed willingness to subject any candidates identified by L&B to such review process. Mr. Litt rejected this approach, indicating that the board composition proposal in the October 4th L&B letter to add four new L&B-designated trustees should be accepted or negotiated before L&B identified additional individual candidates beyond Mr. Litt himself. Ms. Koeneman indicated that the Company would not entertain the October 4th board composition proposal, and the meeting then ended.

On October 18, 2021, L&B sent a letter to the Nominating and Corporate Governance Committee of the Board of Trustees regarding its disappointment due to its perception that the Nominating and Corporate Governance Committee chose not to respond to its proposal.

On November 15, 2021, L&B issued an open letter to our shareholders announcing its intention to nominate candidates to the Board of Trustees, but only named Mr. Litt as a nominee.

On November 19, 2021, the Board of Trustees met with members of Company management and representatives of BofA Securities, Evercore and Paul Hastings LLP and discussed, among other things, the Nominating and Corporate Governance Committee’s discussions with L&B and various aspects of the board nomination process.

On December 6, 2021, L&B delivered notice to us of its intention to nominate Mr. Litt and Donna Brandin (the “L&B nominees”) to the Board of Trustees at the 2022 Annual Meeting of Shareholders. Ms. Brandin was previously considered by the Nominating and Corporate Governance Committee when Mr. Roth was appointed in 2017.

Also on December 6, 2021, the Company issued a press release commenting on L&B’s nominations and referenced the refreshment the Board of Trustees has undergone since 2015.

On December 7, 2021, Mr. Litt requested a meeting with Mr. Eglin.

On December 8, 2021, L&B delivered an updated notice of its intention to nominate the L&B nominees to the Board of Trustees at the 2022 Annual Meeting of Shareholders to correct an inaccuracy in its shareholdings set forth in the December 6, 2021 notice.

On December 8-9, 2021, the Board of Trustees met with members of Company management and representatives of BofA Securities, Evercore and Wells Fargo Securities, its financial advisors, and Paul Hastings LLP to begin a discussion of our strategic direction and the alternatives available for maximizing shareholder value. Following the meeting, with the assistance of Cushman & Wakefield, our financial advisors and legal counsel, we conducted a comprehensive review of our business plan and the assumptions in our business plan.

On December 14, 2021, we acknowledged receipt of the L&B nominations by letter to L&B and its counsel and explained the Nominating and Corporate Governance Committee’s process, specifically mentioning a questionnaire, interviews and a background check.

On December 15, 2021, counsel to L&B confirmed that L&B “is willing to have its nominees complete the proposed trustee questionnaire and arrange for interviews with the Nominating and Corporate Governance Committee to the extent the Company is willing to pursue a parallel process of reaching a constructive resolution through a negotiated settlement.”

On January 3, 2022, we sent our standard Trustee candidate questionnaires to L&B’s counsel for the L&B nominees to complete and once again informed L&B’s counsel that the Nominating and Corporate Governance Committee’s standard process required completion of the questionnaires and, following receipt of the completed questionnaires, the Nominating and Corporate Governance Committee would then schedule interviews with the L&B nominees.

On January 4, 2022, Mr. Eglin met with Mr. Litt pursuant to Mr. Litt’s December 7 request. Mr. Litt made no further proposal regarding the trustee nomination process during this meeting, and Mr. Eglin did not suggest any change to the Company’s approach of evaluating L&B’s candidates in the Company’s customary manner.

On January 18, 2022, L&B’s counsel informed us that L&B would only allow the L&B nominees to go through the evaluation process, including by completing the questionnaire and scheduling interviews, after there was an agreed framework pursuant to which the L&B nominees would be added to the Board of Trustees.

On January 19, 2022, the Board of Trustees met with members of Company management and representatives of Wells Fargo Securities, Paul Hastings LLP and Venable, LLP, the Company's Maryland counsel. Counsel reviewed with the members of the Board their applicable statutory duties. The representatives of Wells Fargo Securities led a discussion with the Board of the ongoing internal review of the Company's business plan and strategic direction and alternatives. The representatives of Wells Fargo Securities then left the meeting, and the Board discussed next steps with respect to this review, including receiving the views of BofA Securities and Evercore.

On January 20, 2022, we informed L&B’s counsel that the Nominating and Corporate Governance Committee stated it would consider the L&B nominees among other candidates, but that consistent with our corporate governance practices, we require all candidates to go through the same evaluation process, including completing the questionnaire and scheduling interviews.

On January 25, 2022, L&B’s counsel indicated L&B’s willingness to voluntarily provide the requested questionnaires despite L&B’s disagreement with the approach the Company was taking and that the nominees were working on their questionnaires, which they would subsequently provide.

On January 28, 2022, L&B sent a letter to Mr. Eglin regarding its “willingness to offer to acquire LXP Industrial Trust…through an appropriate acquisition entity by merger or otherwise, at a price of $16.00 per share in cash…” The letter mentioned “discussions with several debt and equity financing sources”, but did not provide any specifics on the financing.

On January 30, 2022, the Board of Trustees met with members of Company management and representatives of Paul Hastings LLP to discuss the January 28th L&B letter and the ongoing internal review of the Company's business plan and strategic direction and alternatives. The Board of Trustees determined to publicly announce its receipt of the letter and discuss the letter further with its financial advisors in the context of such internal review. Accordingly, we issued a press release announcing we received the January 28th L&B letter, setting forth the entire letter and announcing that the Board of Trustees would review the letter consistent with its statutory duties.

On February 4, 2022, the Board of Trustees met with members of Company management and representatives of BofA Securities, Wells Fargo Securities, Evercore and Paul Hastings LLP. The Board of Trustees had discussions with each of the financial advisors in turn. After extensive discussion, the Board of Trustees determined that (i) the best interests of the Company's shareholders would be served by a publicly announced process to explore strategic alternatives, (ii) the January 28th L&B’s letter did not constitute an actionable proposal as L&B did not have the equity or debt financing to complete an acquisition of the Company, or a track record of previously acquiring private or public companies, and (iii) L&B would nonetheless be invited to participate in the strategic alternatives process on the same terms as other process participants.

On February 8, 2022, we issued a press release announcing that the Board of Trustees had initiated a review of the Company’s strategic alternatives, including a sale, merger or other business combination, which was filed as Exhibit 99.1 to our Current Report on Form 8-K filed on February 8, 2022. That same day, representatives of BofA Securities contacted representatives of L&B and delivered the form of non-disclosure agreement being requested of all persons participating in the strategic alternatives review process in order to access a confidential virtual data room.

On February 14, 2022, L&B, through its counsel, sent its comments to the non-disclosure agreement, which, among other things, included comments to the standstill provisions of the non-disclosure agreement that would permit L&B to pursue a proxy fight at the 2022 Annual Meeting of Shareholders with respect to the L&B nominees (the “Proxy Fight Provision”).

On February 17, 2022, representatives of Paul Hastings LLP sent a revised version of the non-disclosure agreement to L&B’s counsel which, among other things, rejected the Proxy Fight Provisions (as was consistent with the negotiations of all other non-disclosure agreements in order to access the confidential virtual data room).

On February 23, 2022, L&B returned completed questionnaires for the L&B nominees. Also, on February 23, 2022, representatives of Paul Hastings LLP discussed the proposed non-disclosure agreement with L&B’s counsel. During that discussion, L&B's counsel indicated that they did not believe L&B would be willing to continue discussing other aspects of the proposed non-disclosure agreement, unless the Company would accept the Proxy Fight Provision. The representatives of Paul Hastings LLP made clear that L&B would not be able to access the confidential virtual data room in the absence of a non-disclosure agreement (and that the Proxy Fight Provision was not acceptable to the Company).

On February 24, 2022, by email L&B’s counsel confirmed that L&B would not enter into a non-disclosure agreement unless it included the Proxy Fight Provisions.

On March 2, 2022, the Nominating and Corporate Governance Committee met to discuss the L&B nominees and two other new candidates that had completed questionnaires and been interviewed by each member of the Board of Trustees.

On March 3, 2022 and on March 7, 2022, L&B, through its counsel, informed us that it would not allow its candidates to be interviewed by the Nominating and Corporate Governance Committee, which is an essential part of the candidate process.

On March 28, 2022, the Nominating and Corporate Governance Committee met to discuss the nominees for the 2022 Annual Meeting of Shareholders.

On March 31, 2022, the Nominating and Corporate Governance Committee determined that it could no longer consider the L&B nominees because L&B refused to allow the L&B nominees to be interviewed and submit to a background check and approved our slate of nominees for the 2022 Annual Meeting of Shareholders.

On April 1, 2022, we announced that Arun Gupta was appointed to the Board of Trustees and we disclosed our slate of nominees for the 2022 Annual Meeting of Shareholders, consisting of T. Wilson Eglin, Richard S. Frary, Lawrence L. Gray, Arun Gupta, Jamie Handwerker, Claire A. Koeneman, Nancy Elizabeth Noe and Howard Roth. We also announced that, if elected, Mr. Frary would retire from the Board of Trustees and not stand for reelection at the 2023 Annual Meeting of Shareholders.

PROPOSALS

PROPOSAL NO. 1 ELECTION OF TRUSTEES

Our Board of Trustees currently consists of eight trustees and no vacancies. All of our current trustees are nominated for election at the 2022 Annual Meeting of Shareholders. Our Board of Trustees has continually refreshed since 2015 and our Board of Trustees members have a diverse range of relevant backgrounds.

C = Chair

Each nominee currently serves on our Board of Trustees and has consented to being named in this proxy statement and to serve if elected. All trustees serve until our 2022 Annual Meeting of Shareholders or their earlier resignation or removal and until their respective successors, if any, are elected and qualify. Background information relating to our nominees begins on page 16 of this Proxy Statement.

In an uncontested election, the election of each trustee requires the affirmative vote of a majority of the votes cast with respect to each nominee at the Annual Meeting. Because L&B has notified us of their intent to nominate two individuals for election to our Board of Trustees, the number of nominees will exceed the number of trustees to be elected. Under our bylaws, when the number of nominees exceeds the number of trustees to be elected, trustees are elected by the vote of a plurality of the votes cast at the Annual Meeting, which means that the eight trustee nominees with the greatest number of votes cast, even if less than a majority, will be elected.

The Board of Trustees unanimously recommends using and submitting the enclosed WHITE proxy card to vote FOR each of the Board of Trustee’s eight nominees for trustee. L&B’s nominees have NOT been endorsed by our Board of Trustees. The Board of Trustees unanimously recommends that you disregard any [COLOR] proxy card that may be sent to you by L&B. Voting against L&B’s nominees on its [COLOR] card is not the same as voting for our Board of Trustees’ nominees, because a vote against L&B’s nominees on its [COLOR] proxy card will revoke any previous proxy submitted by you. If you have already voted using a [COLOR] proxy card sent to you by L&B, you have every right to change it and we urge you to revoke that proxy by voting in favor of our Board of Trustees’ nominees by using and submitting the enclosed WHITE proxy card, by voting beforehand by Internet or telephone, by attending the Annual Meeting in person via webcast or by notifying our Secretary beforehand. Only the latest validly executed proxy that you submit will be counted.

PROPOSAL NO. 2 ADVISORY RESOLUTION TO APPROVE THE
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

The Dodd-Frank Act and Section 14A of the Exchange Act require that we seek an advisory resolution from our Shareholders to approve the compensation awarded to our named executive officers as disclosed in this proxy statement. Although the advisory resolution is non-binding, the Board of Trustees and the Compensation Committee will review the results of the vote and will consider our Shareholders’ views and take them into account in future determinations concerning our executive compensation programs. Please refer to the section entitled “Compensation Discussion and Analysis” for details about our executive compensation programs.

A proposal in the form of the following resolution will be submitted for a non-binding, advisory vote at the Annual Meeting:

“RESOLVED, that the Shareholders approve, on a non-binding, advisory basis, the compensation of the Trust’s named executive officers set forth in the 2022 Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the Summary Compensation Table and accompanying compensation tables and related information).”

The advisory resolution to approve the compensation of our named executive officers requires a majority of the votes cast on the proposal at the Annual Meeting. Although the vote on this Proposal No. 2 is a nonbinding, advisory vote, the Board of Trustees will carefully consider the voting results.

PROPOSAL NO. 3 AMENDMENT TO OUR DECLARATION OF
TRUST TO INCREASE THE NUMBER OF AUTHORIZED SHARES
OF BENEFICIAL INTEREST

On April 1, 2022, our Board of Trustees approved and declared advisable an amendment to our Declaration of Trust that increases the number of shares of beneficial interest, par value $0.0001 per share, from 1,000,000,000 shares to 1,400,000,000 shares of which 600,000,000 shares will be classified as common shares, 700,000,000 shares will be classified as excess stock, or excess shares, and 100,000,000 shares will be classified as preferred shares. As of December 31, 2021, (1) 283,752,726 common shares were issued and outstanding, including common shares subject to outstanding equity awards (time-based and performance-based non-vested shares), (2) 1,410,110 common shares were reserved for future issuance under our Amended and Restated 2011 Equity-Based Award Plan, (3) 2,864,457 common shares were reserved for issuance upon the redemption of our operating partnership units, (4) 27,600,000 common shares were reserved for future issuance under forward sales contracts, (5) 1,003,914 common shares were reserved for future issuance under our 1994 Employee Stock Purchase Plan, (6) 2,766,666 common shares were reserved for future issuance under our Direct Share Purchase Plan, including the Dividend Reinvestment Component, (7) 17,384,489 common shares were reserved for future issuance under our ATM equity

distribution plan, and (8) 4,710,570 common shares were reserved for future issuance upon the conversion of our 6.50% Series C Convertible Preferred Shares. As a result, at December 31, 2021, only 58,507,068 common shares were unreserved.

Our Board of Trustees has determined that it is advisable and in the best interest of us and our shareholders to amend our Declaration of Trust in order to have available additional authorized but unissued common shares in an amount adequate to provide for our future needs, which may include possible future equity financings, future opportunities for expanding our business through investments or acquisitions, management incentives and employee benefit plans, share dividends or share splits, and for other general corporate purposes. If our Shareholders do not approve this proposal, we believe that we may be substantially limited in our ability to advance our operational and future strategic plans, including our ability to access the capital markets, finance the acquisition and development of properties, complete corporate collaborations, partnerships or other strategic transactions, attract, retain and motivate employees, and pursue other business opportunities integral to our growth and success.

Our issuance of common shares, including the additional shares that will be authorized if this proposal is approved by Shareholders, may dilute the equity ownership position of current common shareholders and may be made without shareholder approval, unless otherwise required by applicable law or the New York Stock Exchange (“NYSE”).

If our Board of Trustees were to increase the number of issued common shares, it could have an anti-takeover effect, although this is not the intent of our Board of Trustees in proposing the amendment. For instance, our authorized but unissued common shares could be issued in one or more transactions that would make a change in control of us more difficult or costly, and less likely.

Our common shareholders have no preemptive rights, and our Board of Trustees has no plans to grant such rights with respect to any such shares.

The full text of the amendment to our Declaration of Trust is attached as Appendix A to this Proxy Statement and is incorporated by reference into this proposal.

The Amendment to our Declaration of Trust to Increase the Number of Authorized Shares of Beneficial Interest requires the affirmative vote of a majority of the votes entitled to be cast on the proposal at the Annual Meeting. An abstention or broker non-vote, if any, will have the same effect as a vote against the Proposal.

PROPOSAL NO. 4 APPROVAL OF THE LXP INDUSTRIAL TRUST
2022 EQUITY-BASED AWARD PLAN

The Compensation Committee of our Board of Trustees adopted the LXP Industrial Trust 2022 Equity-Based Award Plan, which we refer to as the 2022 Plan, on April 1, 2022. The 2022 Plan is subject to approval at this Annual Meeting. A summary of the principal provisions of the 2022 Plan and its operation begins on page 61 of this Proxy Statement. The full text of the 2022 Plan is attached as Appendix B to this Proxy Statement and is incorporated by reference into this proposal.

The amount and nature of future awards under the 2022 Plan have not been determined, although the 2022 Plan permits grants of:

The 2022 Plan is intended to replace the Amended and Restated Lexington Realty Trust 2011 Equity-Based Award Plan (the “2011 Plan”). If the 2022 Plan is approved by shareholders, the 2011 Plan will terminate as of the date of such approval, and no further awards will be granted under the 2011 Plan, and the outstanding awards granted under the 2011 Plan will be governed by the 2022 Plan. If the 2022 Plan is not approved, the 2011 Plan will remain in effect and will expire pursuant to its terms, after which date no further awards may be granted under the 2011 Plan.

As of the Record Date, ________ common shares remained available for grant under the 2011 Plan and _______ common shares were subject to outstanding awards under the 2011 Plan, including ______ performance-based non-vested shares at maximum. The 2022 Plan authorizes the issuance of the sum of (x) 4,000,000 common shares, and (y) any shares subject to outstanding awards under the 2011 Plan.

If the 2022 Plan is approved by the Shareholders, our Board of Trustees intends to cause the additional common shares that will become available for issuance to be registered on a Form S-8 registration statement to be filed with the SEC at our expense.

On _____________, 2022, the closing price of our common shares as reported by the New York Stock Exchange was $_____ per share.

Why You Should Vote for the 2022 Plan

Our Board of Trustees believes that awards under the 2022 Plan will focus participants on the objective of creating shareholder value and promoting our success, as well as further aligning participants’ interests with those of our shareholders and encouraging their long-term commitment to us. In addition, the 2022 Plan has the following features:

The Approval of the LXP Industrial Trust 2022 Equity-Based Award Plan requires a majority of the votes cast on the proposal at the Annual Meeting.

PROPOSAL NO. 5 RATIFICATION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending December 31, 2022. Although Shareholder ratification of the appointment of our independent registered public accounting firm is not required by our bylaws or otherwise, we are submitting the selection of Deloitte for ratification as a matter of good corporate governance practice. Even if the selection is ratified, the Audit Committee in its discretion may appoint an alternative independent registered public accounting firm if it deems such action appropriate. If the Audit Committee’s selection is not ratified by the Shareholders, the Audit Committee will take that fact into consideration, together with such other factors it deems relevant, in determining its next selection of an independent registered public accounting firm.

There are no affiliations between us and Deloitte’s partners, associates or employees, other than as pertaining to Deloitte’s engagement as our independent registered public accounting firm. Representatives of Deloitte are expected to be present at the Annual Meeting and will be given the opportunity to make a statement if they so desire and to respond to appropriate questions.

Ratification of the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2022 requires the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting.

Board of Trustees and Corporate Governance

The following information relates to the nominees for election as our trustees:

Board Skills

Our Board of Trustees has a diverse skill set:

The absence of a check mark for a particular skill does not mean that the trustee does not possess that qualification, skill, or experience. We look to each trustee to be knowledgeable in these areas; however, the check mark indicates that the item is a particularly prominent qualification, skill, or experience that the trustee brings to our Board of Trustees.

Board Demographics

Our Board of Trustees is focused on certain demographics as part of its refreshment process. During 2021, we met with shareholders holding in excess of 41% of our common shares as of December 31, 2021, including shareholders holding 28% of our common shares who met with independent members of our Board of Trustees, to discuss, among other things, the demographics of our Board of Trustees.

Diversity:

Tenure/Outside Commitments:

Tenure

Independence:

Independence

CORPORATE RESPONSIBILITY

We seek to create a sustainable Environmental, Social, Governance and Resilience, or ESG+R, platform that enhances both our company and shareholder value. We are committed to supporting our shareholders, employees, tenants, suppliers, creditors, and communities as we execute on our ESG+R objectives and initiatives. The ESG+R objectives below are integrated throughout our investment process and contribute to our ongoing long-term success on behalf of our shareholders.

Due to the properties in our portfolio primarily being subject to net leases where tenants are responsible for maintaining the buildings and are in control of their energy usage and environmental sustainability practices, our ability to implement ESG+R initiatives throughout our portfolio may be limited.

The Nominating and Corporate Governance Committee of our Board of Trustees oversees our ESG+R strategy and initiatives.

Environmental, Sustainability and Climate Change

Developing strategies that reduce our environmental impact and operational costs is a critical component of our ESG+R program.

Our 10-Year Environmental Targets

Social

We believe that actively engaging with stakeholders is critical to our business and ESG+R efforts, providing valuable insight to inform strategy, attract and retain top talent, and strengthen tenant relationships.

We maintain a variety of training programs for our employees, including those for sustainability, accounting, cybersecurity, harassment, anti-corruption/bribery and human rights.

We also focus on our diversity strategy to ensure appropriate gender representation and appropriate racial and ethnic representation at the senior management and workforce levels. As of December 31, 2020, 58% of our full-time employees and 38% of our senior management were female, and 38% of our full-time employees and 6% of our senior management were non-white. As of December 31, 2021, 61% of our full-time employees and 47% of our senior management were female, and 42% of our full-time employees and 11% of our senior management were non-white. We believe our diversity, equity and inclusion efforts are making an impact on our demographics.

Additional Resources on our Social Priorities

Resilience

We believe that our resilience to climate change-related physical and transition risks is critical to our long-term success. long-term success.

Key New Commitments

Became a supporter in December 2020

Governance

Transparency to our stakeholders is essential. We pride ourselves on providing our stakeholders with regular reports and detailed disclosures on our operational and financial health, and ESG efforts.

Reporting Initiatives	Awards and Recognition

In addition to the items disclosed elsewhere, we maintain the following corporate governance practices:

MANAGEMENT AND CORPORATE GOVERNANCE

Our Board of Trustees

Our Board of Trustees held 11 meetings during the fiscal year ended December 31, 2021. Each individual that was a trustee at the time of such meetings attended at least 75% of the aggregate of the total number of meetings of our Board of Trustees and all committees of the Board of Trustees on which he or she served during his or her tenure.

We expect all trustees to attend each annual meeting of shareholders, but from time to time other commitments prevent all trustees from attending each meeting. All of our then trustees attended the 2021 Annual Meeting of Shareholders, which was held on May 18, 2021.

Committees of our Board of Trustees

Our Board of Trustees has four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Executive Committee. Each of our committees, other than the Executive Committee, consists solely of trustees meeting the independence requirements of applicable NYSE rules and our independence standards and are “non-employee directors” within the meaning of Rule 16b-3 of the Exchange Act, and our Audit Committee consists solely of trustees meeting the independence requirements of Rule 10A-3 under the Exchange Act.

Each committee operates under a written charter, all of which were reviewed by their respective committees during 2021. The charters of each of our standing committees are available on our web site at www.lxp.com.

In an effort led by the Nominating and Corporate Governance Committee, each committee annually reviews its charter and makes recommended revisions.

Each committee has the authority to consult with its own legal or other advisors, all in accordance with the authority granted to such committee under its charter. Each committee may form and delegate authority to subcommittees when and as such committee deems necessary and appropriate.

Board Leadership Structure and Strategy and Risk Oversight

Our board leadership structure currently consists of an independent Lead Trustee and an executive Chairman. Our Board of Trustees believes that it is appropriate to combine the positions of Chairman and Chief Executive at this time due to Mr. Eglin’s critical role in creating and implementing our current strategy. Mr. Eglin has guided us through various market cycles, and our Board of Trustees believes that he is the appropriate person to serve as our Chairman.

Our Board of Trustees believes that a Lead Trustee, who is independent, is necessary and appropriate to provide additional, independent leadership to the Board. Our Corporate Governance Guidelines provide that the Lead Trustee shall have the following authority and specific responsibilities:

Mr. Frary has been our independent Lead Trustee since February 6, 2017 and continues in this role in 2022.

Strategy and risk are an integral part of our Board of Trustees and Committee deliberations throughout the year. Management regularly updates, and reports to our Board of Trustees with respect to, our business plan. Management also performs a quarterly fraud risk assessment, which is reported to our Board of Trustees. The quarterly fraud risk assessment assesses the critical risks we face (e.g., strategic, operational, financial, legal/regulatory, and reputational), their relative magnitude and management’s actions to mitigate these risks. In addition, the Audit Committee assists our Board of Trustees with the oversight of our risk management program, including its oversight of our internal audit function, enterprise risk management and cybersecurity risks.

Information Security

As a smaller company, we use third-party vendors to assist us with our network and information technology requirements. Since 2019, BDO USA, LLC has provided us with virtual chief technology officer services, including cybersecurity. In 2022, our Board of Trustees added a cybersecurity expert to its membership.

On at least a quarterly basis, we report to our Board of Trustees or the Audit Committee on information technology matters. On an annual basis, our Audit Committee commissions an internal audit of our cybersecurity practices and receives a report from our internal auditor on our cybersecurity risks. In addition, our management participates in tabletop exercises and simulations as part of our business continuity, incident response and disaster recovery planning.

The net expenses we incurred from information security breaches, penalties and settlements over the last three years have been immaterial and nominal relative to total revenue. We did not experience an information security breach in the last fiscal year.

Shareholder Nominations

Our Board of Trustees believes that the Nominating and Corporate Governance Committee is qualified and in the best position to identify, review, evaluate and select qualified candidates for membership on our Board of Trustees based on the criteria described in the next paragraph. However, the Nominating and Corporate Governance Committee intends to consider nominees recommended by shareholders, but only if the submission of a recommendation includes a current resume and curriculum vitae of the candidate, a statement describing the candidate’s qualifications, contact information for personal and professional references, the name and address of the shareholder who is submitting the candidate for nomination, the number of shares which are owned of record or beneficially by the submitting shareholder and a description of all arrangements or understandings between the submitting shareholder and the candidate for nomination. Submissions should be made to: LXP Industrial Trust, One Penn Plaza, Suite 4015, New York, NY 10119-4015, Attention: Secretary. The Nominating and Corporate Governance Committee’s consideration process includes completion of a standard questionnaire, interviews with the Nominating and Corporate Governance Committee and other members of the Board of Trustees and a background check. The Nominating and Corporate Governance Committee has no obligation to recommend such candidates for nomination except as may be required by contractual obligations of the Company.

In recommending candidates for membership on our Board of Trustees, the Nominating and Corporate Governance Committee’s assessment includes consideration of issues of judgment, diversity, expertise, and experience. The Nominating and Corporate Governance Committee believes that a diverse board is one that includes differences of viewpoints, professional experience, education, skill, and other individual qualities and attributes that contribute to board heterogeneity. The Nominating and Corporate Governance Committee also considers other relevant factors as it deems appropriate. Generally, qualified candidates for board membership should (i) demonstrate personal integrity and moral character, (ii) be willing to apply sound and independent business judgment for the long-term interests of shareholders, (iii) possess relevant business or professional experience, technical expertise, or specialized skills, (iv) possess

personality traits and backgrounds that fit with those of the other trustees to produce a collegial and cooperative environment, (v) be responsive to our needs, and (vi) have the ability to commit sufficient time to effectively carry out the duties of a trustee.

The Nominating and Corporate Governance Committee follows legal and regulatory requirements, such as those relating to independence, and gives due consideration to characteristics, such as race, gender, ethnicity and sexual orientation.

Our Board of Trustees believes its effectiveness is enhanced by being comprised of individuals with diverse skills, experience and backgrounds that are relevant to the role of our Board of Trustees and the needs of our business. The objective of our Board of Trustees is to foster a diverse and inclusive culture which solicits multiple perspectives and views and is free of conscious or unconscious bias and discrimination. Accordingly, the Nominating and Corporate Governance Committee regularly reviews the changing needs of our business and the skills, experience and backgrounds of its members, with the intention that our Board of Trustees will be periodically “renewed” as certain Trustees rotate off and new Trustees are recruited. Our Board of Trustee’s commitment to diversity and “renewal” will be tempered by the need to balance change with continuity, experience and a collaborative approach with each other and our Chief Executive Officer.

After completing this evaluation and review, the Nominating and Corporate Governance Committee makes a recommendation to our Board of Trustees as to the persons who should be nominated by our Board of Trustees, and our Board of Trustees determines the nominees after considering the recommendation and report of the Nominating and Corporate Governance Committee.

To the extent there is a vacancy on our Board of Trustees, the Nominating and Corporate Governance Committee will either identify individuals qualified to become trustees through relationships with our trustees or executive officers or by engaging a third party. Our Board of Trustees currently consists of eight individuals, but the size of our Board of Trustees may increase by a limited number to further diversify the membership of our Board of Trustees.

In addition, our bylaws provide that any shareholder that complies with the “proxy access” provisions in our bylaws may also nominate a trustee for inclusion in our proxy materials.

Shareholder Communications

Parties wishing to communicate directly with our Board of Trustees, an individual trustee, the Lead Trustee or the non-management members of our Board of Trustees as a group should address their inquiries to our General Counsel by mail sent to our principal office located at One Penn Plaza, Suite 4015, New York, New York 10119-4015. The mailing envelope should contain a clear notification indicating that the enclosed letter is an “Interested Party/Shareholder-Board Communication,” “Interested Party/Shareholder-Trustee Communication,” “Interested Party/Shareholder-Lead Trustee Communication” or “Interested Party/ Shareholder-Non-Management Trustee Communication,” as the case may be.

Complaint Procedures for Accounting and Auditing Matters

We have established procedures set forth in our Code of Business Conduct and Ethics for (1) the receipt, retention and treatment of complaints and allegations regarding accounting, internal accounting controls or auditing matters (“Accounting Matters”) and (2) the confidential, anonymous submission by Covered Persons (as defined therein) of concerns regarding Accounting Matters. Under these procedures, anyone with concerns regarding accounting matters or otherwise, may, as applicable, report their concerns to our compliance hotline by telephone at 844-502-7786 or on the web at http://LXP.ethicspoint.com. Complaints are reviewed by the Chairman of the Audit Committee and our General Counsel, as appropriate, and reported to our Board of Trustees on an as needed basis, but not less than quarterly.

Periodic Reports, Code of Ethics, Committee Charters and Corporate Governance Guidelines

Our Internet address is www.lxp.com. We make available free of charge through our web site our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, other filings with the SEC, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such materials with the SEC. We also have made available on our web site copies of our current Audit Committee Charter, Compensation Committee Charter, Nominating and Corporate Governance Committee Charter, Executive Committee Charter, Code of Business Conduct and Ethics, and Corporate Governance Guidelines. In the event of any changes to these charters or the code or the guidelines, updated copies will also be made available on our web site. The contents of our web site are not incorporated into this Proxy Statement.

You may request a copy of any of the documents referred to above, without charge to you, by contacting us at the following address, email or telephone number:

LXP Industrial Trust
One Penn Plaza, Suite 4015 New York, NY 10119-4015

Attention: Investor Relations ir@lxp.com

(212) 692-7200

Certain Relationships and Related Transactions

Policy. Under our policy regarding the review, approval and ratification of any related party transaction, the Audit Committee or the Board of Trustees (consisting of all of the non-conflicted members) reviews the relevant facts and circumstances of each related party transaction, including whether the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party and the extent of the related party’s interest in the transaction, taking into account the conflicts of interest and corporate opportunity provisions of our Code of Business Conduct and Ethics, and the Audit Committee or the Board of Trustees (consisting of all of the non-conflicted members) either approves or disapproves the related party transaction. Any related amendment to, or waiver of any provision of, our Code of Business Conduct and Ethics for executive officers or trustees must be approved by the Nominating and Corporate Governance Committee (consisting of the non-conflicted members) and will be promptly disclosed to our shareholders as required by applicable laws, rules or regulations including, without limitation, the requirements of the NYSE.

Any related party transaction will be consummated and continue only if the Audit Committee or the Board of Trustees (consisting of all of the non-conflicted members) has approved or ratified such transaction in accordance with the guidelines set forth in the policy. For purposes of our policy, a “Related Party” is:

Indemnification Agreements. Our trustees and certain of our executive officers have entered into indemnification agreements with us. Pursuant to these agreements, we agree to indemnify the trustee or executive officer who is a party to such an agreement against any and all judgments, penalties, fines, settlements, and reasonable expenses (including attorneys’ fees) actually incurred by the trustee or executive officer or in a similar capacity for any other entity at our request. These agreements include certain limitations

on our obligations in certain circumstances, particularly in situations in which such indemnification is prohibited or limited by applicable law.

Hedging Policy

We have adopted a policy that prohibits our trustees, officers and employees, as well as certain of their immediate family members, from buying or selling Company securities while in possession of material, non-public information. In addition, we have adopted a policy prohibiting trustees, officers, and employees from pledging our securities and from establishing short positions and hedging transactions, including through prepaid variable forwards, equity swaps, collars and exchange funds.

Charitable Contributions

During 2021, we did not make any charitable contribution to any tax-exempt organization in which any independent trustee serves as an executive officer.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee during 2021 is or has been one of our executive officers. Further, none of our executive officers has ever served as a member of the compensation committee or as a director of another entity whose executive officers served on our Compensation Committee or as a member of our Board of Trustees.

EXECUTIVE OFFICERS

The following table sets forth certain information as of the close of business on the Record Date 2022 concerning our executive officers:

COMPENSATION OF EXECUTIVE OFFICERS

Compensation Discussion and Analysis

Introduction.

This Compensation Discussion and Analysis section discusses the compensation policies and programs for our named executive officers.

2021 Company Highlights. During 2021, our management team accomplished the following:

Named Executive Officers. Our named executive officers are:

Compensation Committee Responsibility and Philosophy. The Compensation Committee administers the compensation policies and programs for our named executive officers and regularly reviews and approves our compensation strategy and principles to ensure that they are aligned with our business strategy and objectives, encourage high performance, promote accountability and ensure that management’s interests are aligned with the interests of our shareholders. The Compensation Committee believes that the

compensation program should further both short-term and long-term business goals and strategies while enhancing shareholder value. In keeping with this philosophy, the compensation program’s objectives are to:

The Compensation Committee believes that the business judgment of its members is necessary to properly evaluate and design an executive compensation program.

2021 “Say on Pay” Advisory Vote

In 2021, approximately 99% of our shareholders (excluding broker non-votes) voted “FOR” the compensation of our named executive officers as disclosed in the related proxy statement, which has been consistent with the votes for the previous years.

Based on such approvals, the Compensation Committee has largely maintained the compensation framework approved in 2021 for 2022 with modifications for our 2022 business plan objectives and our strategic alternative review.

Shareholder Engagement

We regularly engage with our shareholders on a variety of matters, including:

During 2021, we:

Executive Compensation Best Practices.

The following is a summary of our executive compensation practices:

What we do:		What we don’t do:
We pay for performance   We disclose our compensation programs with transparency   We assess compensation risk   We use an independent compensation consultant   We use competitor and size-based peer groups   We require hold periods and have minimum share ownership guidelines   We have a robust clawback policy		We do not provide tax gross-up payments
		We do not have excessive severance arrangements or single-trigger change in control severance payments
		We do not encourage unnecessary or excessive risk taking as a result of our compensation policies
		We do not guarantee compensation or uncapped bonus payments
		We do not allow for repricing of stock options.
		We do not allow hedging or pledging of our stock

Independent Compensation Consultant

During 2021, the Compensation Committee retained Ferguson Partners Consulting, L.P., a nationally known executive compensation and benefits consulting firm, which we refer to as FPC. Other than reviewing and advising the Compensation Committee with respect to executive and trustee compensation, FPC does not provide any non-executive compensation or other services for us. As a result, FPC is an independent compensation consultant. Management does not retain any executive compensation consultant.

Peer Group Benchmarking Analysis.

We are always competing for the best talent with our direct industry peers and with the broader market. Accordingly, the Compensation Committee regularly reviews the market data, pay practices and ranges of our “peer” companies and the broader market to ensure that we continue to offer a relevant and competitive executive pay program each year. Throughout this Compensation Discussion and Analysis, we refer to two distinct peer groups, as described below, which were established by the Compensation Committee’s independent compensation consultant, the Compensation Committee and our Chief Executive Officer in 2021.

This competitor peer group helped the Compensation Committee understand how each named executive officer’s total compensation compares with the total compensation for reasonably similar positions at our most direct REIT competitors.

The size-based peer group helped the Compensation Committee compare our overall compensation practices against a broader mix of REITs to ensure that our compensation practices are reasonable in light of the size of our organization. The Compensation Committee generally focuses on the average of the two peer groups, except in cases where such average is determined to be excessive in light of the circumstances.

Although the two peer groups are comprised solely of REITs, we also compete with other public and private companies in the New York metropolitan, Dallas and West Palm Beach marketplaces for talent. Therefore, we also consider other information regarding market trends in compensation in addition to the data derived from these peer group reviews.

FPC prepared a compensation study for the Compensation Committee that contains:

Determining the Amount of Each Element of Compensation.

The Compensation Committee reviews the performance of each of our named executive officers, including our Chief Executive Officer, on an annual basis. The Compensation Committee considers, among other things, (1) the scope of the individual’s responsibilities, including the demands and profile of the positions held by the individual, (2) the individual’s experience and tenure with us, (3) the individual’s performance and contribution to our performance, (4) our performance against annual objectives set forth in management’s business plan, and (5) competitive salaries. The Compensation Committee considers the results of compensation studies prepared for it by FPC and by industry and trade associations.

Our Chief Executive Officer assists in the annual review of our named executive officers and makes recommendations to the Compensation Committee. However, the Compensation Committee makes all determinations with respect to the actual compensation of our named executive officers, including our Chief Executive Officer.

The independent compensation consultant provides the following services to the Compensation Committee:

Compensation Risk Assessment

The Compensation Committee does not believe our executive compensation programs encourage unnecessary or excessive risk taking for the following reasons:

While we are focused on long-term shareholder value, the Compensation Committee believes that three-year vesting for share awards is an appropriate length of time due to the need to retain and reward results. Furthermore, our Compensation Committee believes the overall amount of our long-term incentive awards is relatively conservative.

We also pay dividends currently on the time-based portion of our annual long-term incentive awards and dividends accrue on the performance-based portion of our annual long-term incentive awards and are paid upon vesting. Since we are a REIT, dividends are a necessary part of our business. Furthermore, all dividends are declared by our Board of Trustees. Accordingly, we do not believe that dividends are a risk in our compensation arrangements.

We maintain a clawback policy that allows for the recoupment of certain compensation if and to the extent:

Pay for Performance.

A significant portion of the total target compensation for our named executive officers is in the form of performance-based incentive compensation, with the only “fixed” or “guaranteed” compensation in the form of annual base salaries and time-based long-term incentive awards.

In setting the pre-defined objective performance measures for the annual cash incentive target opportunity, multiple factors are considered.

Recap of 2021 Executive Compensation Program.

The 2021 executive compensation program consisted of (1) base salary, (2) annual cash incentive opportunity, and (3) annual long-term opportunity.

Base Salaries and Annual Cash Incentive Awards. Base salaries and annual cash incentives awarded under the 2021 executive compensation program were as follows:

The target annual cash incentive opportunity for our named executive officers was a percentage of base salary as follows: 112.5% for Mr. Eglin; and 100% for the others. Seventy percent (70%) of the annual cash incentive opportunity was based on pre-defined objective measures (from January 1, 2021 to December 31, 2021) and 30% was based on subjective measures.

Objective Measures

The following sets forth the pre-defined objective measures, the weighting and the rationale for each measure. In the first quarter of 2022, the Compensation Committee evaluated the Company’s performance on the objective and subjective measures and made the determinations as detailed below.

Rationale: External growth is an important part of our 2021 business plan. Assembling a portfolio of high-quality warehouse/distribution facilities is essential for us to achieve external growth. We separated new development project funding from our investment volume as we expect our development business to aid our growth.

Result: 2021 was an exceptional year for investments. We exceeded our targets as we substantially completed our transformation to an industrial focused REIT. We are now positioned as a growth-orientated company with an extensive development pipeline.

Rationale: As of December 31, 2020, our non-industrial portfolio represented 9.2% of our gross book value and consisted of 20 properties. Accordingly, for 2021, we lowered the volume and weighting of dispositions year over year. Nonetheless, we expected management to continue to be a prudent seller of these remaining non-industrial assets as we believe the degree of difficulty of the selling effort may increase as the amount of non-industrial assets decreases.

Result: Management remained a prudent seller of non-industrial assets and we exceeded our targets primarily due to the recapitalization of our 22-property special purpose industrial portfolio. We made significant headway in reducing our non-warehouse/distribution exposure and, at year end, only 1.9% of our assets were non-warehouse/distribution, excluding held for sale assets.

Rationale: We believe successful portfolio management safeguards income and supports internal growth.

Result: Our composition exceeded our targets and now our portfolio consists of 98.1% warehouse/distribution assets and 1.9% other assets, which include some non-warehouse/distribution industrial assets. We achieved same store NOI growth and our leasing spreads were strong, but our long-term leases weighed on both leasing spreads and our same store NOI growth in 2021.

Rationale: We take pride in our balance sheet and the opportunities it provides. In 2013, we became an investment-grade rated issuer and we continually seek to maintain our ratings.

Result: During 2021, we continued to manage our balance sheet in favor of flexibility over leveraged returns. We took advantage of a strong debt market to opportunistically refinance certain of our indebtedness. Our credit ratings were unchanged over the course of 2021.

Rationale: In 2020, our management commenced, in earnest, efforts to establish an ESG platform. We believe that ESG focused investing and operations are an important contributor to our ongoing long-term success. However, due to the properties in our portfolio primarily being subject to net leases where tenants are responsible for maintaining the buildings and are in control of their energy usage and environmental sustainability practices, our ability to implement ESG initiatives throughout our portfolio may be limited. For 2021, we selected two ESG metrics that we believed are important objective measurements of our developing ESG platform.

Result: Our ESG program expanded significantly in 2021 and we reported to the GRESB® Assessment, the Bloomberg Gender-Equality Index and we published our first annual Corporate Responsibility Report aligned with the Sustainability Accounting Standards Board (SASB) standard. We obtained a first-place ranking for U.S. Industrial Listed peer group in 2021. We also maintained an ISS Monthly Governance Score Average of 1, which is the highest score possible.

The determination of the objective measurements resulted in each named executive officer being entitled to 173.3% of the target objective portion of the 2021 annual incentive opportunity. The Compensation Committee withheld certain amounts until completion of our audited financial results. The Compensation Committee retains the ability, in its sole discretion, to clawback any amounts, as appropriate, if audited financial results would provide for lower incentive payouts.

Subjective Measures

With respect to the subjective portion of the annual cash incentive opportunity, the Compensation Committee made the following determinations:

Overall, the subjective award percentage for 2021 decreased year over year despite our strong performance, but solely due to Mr. Eglin’s recommendation of a lower percentage for his subjective award. Our Compensation Committee believes that our named executive officers worked well as a team to overcome the challenges that 2021 presented and substantially complete our transformation to an industrial focused REIT.

Annual Long-Term Incentive Award. The 2021 annual long-term incentive award was disclosed in the proxy statement for the 2021 Annual Meeting of Shareholders. The 2021 awards are exactly the same as the 2022 long-term incentive awards described below, but with a performance period of January 1, 2021 to December 31, 2023, a different index and a slightly different peer group. The awards granted were as follows:

Performance-Based Opportunity of Outstanding Long-Term Incentive Awards.

As a result of our strong relative performance, the percentile rankings of our performance-based long-term incentive awards were high. This resulted in the vesting at maximum for the peer group and index performance awards. The following is the result of the performance-based opportunity portion of the long-term incentive awards granted in 2019 for the performance period ended on December 31, 2021:

The following table shows the values realized based on the grant date value and the market value on January 3, 2022, which was the date of vesting:

Accrued dividends were also paid on the awards that vested upon vesting.

The following is a summary of the performance-based opportunity portion of the long-term incentive awards granted in 2020 and 2021 assuming the performance period for each award ended on December 31, 2021:

1. Same as above.

The actual payouts for the 2020 awards will be disclosed in the proxy statement for the 2023 Annual Meeting of Shareholders and the actual payouts for the 2021 awards will be disclosed in the proxy statement for the 2024 Annual Meeting of Shareholders.

Correlation between CEO Compensation and Performance.

A significant portion of our Chief Executive Officer’s compensation is long-term and equity based. As a result, the amounts in the summary compensation table are not the same as realizable pay. Realizable pay includes Salary, Non-Equity Incentive Plan Compensation, Nonqualified Deferred Compensation Earnings and All Other Compensation from the Summary Compensation Table below for the applicable year and the value realized upon vesting of share awards for the applicable years. Our share awards consist of the following:

Elements of Compensation Program Applicable to Named Executive Officers for 2022.

Base Salary. The Compensation Committee believes that base salaries provide our named executive officers with a degree of financial certainty and stability and are essential in attracting and retaining highly qualified individuals. For 2022, the Compensation Committee approved increases in base salaries for our named executive officers as noted below to ensure base salaries, and, in certain situations, overall compensation, remains competitive and in line with their roles and responsibilities. Base salaries are as follows:

Annual Cash Incentive Opportunity. The annual cash incentive opportunity is designed to supplement the cash compensation of our named executive officers so that cash compensation is competitive within our industry and peer groups and properly rewards our named executive officers for their performance and their efforts for meeting specified objectives. The annual cash incentive opportunity for the 2022

executive compensation program for our named executive officers will be a percentage of base salary as follows:

Our Chief Executive Officer’s target total cash compensation (base salary plus target annual cash incentive) of $1,700,000 is approximately 0.2% less than the average target total cash compensation in the average of the two 2021 peer groups, which we believe is in-line with market.

Seventy percent of the annual cash incentive opportunity for our named executive officers will be determined by predefined objective performance measures based on our 2022 business plan for the period commencing January 1, 2022 and ending December 31, 2022. The objective performance measures and the Compensation Committee’s determination of whether an item was met will be disclosed in the proxy statement for the 2023 Annual Meeting of Shareholders.

The remaining 30% of the annual cash incentive will be based on subjective factors, similar to the factors discussed with respect to the 2021 Annual Cash Incentive Opportunity above.

Long-Term Incentive Opportunity. The long-term incentive opportunity is designed to increase the ownership of us by our named executive officers, while motivating long-term performance, encouraging long-term dedication to us and operating as a retention mechanism. No performance-based shares are earned for results below the threshold level.

The long-term incentive opportunity for the 2022 executive compensation program for our named executive officers is a long-term incentive award consisting of a mix of performance-based non-vested shares and service-based non-vested shares. Vesting for performance-based non-vested shares is tied to our total shareholder return relative to other REITs, which we think is more appropriate than absolute total shareholder return.

The long-term incentive opportunity is as follows:

The target long-term incentive opportunity for our Chief Executive Officer of $3,000,000 is approximately 1.1% more than the average of the average target long-term incentive award in the two peer groups, which we believe is in-line with market.

The number of performance-based non-vested shares (calculated using maximum opportunity level for accounting purposes) and service-based non-vested shares granted and issued was based on the closing price of our common shares on January 6, 2022 (the date specified in the Compensation Committee’s approval), which was $14.58 per share; with the number of performance-based non-vested shares rounded to the nearest share and the number of service-based non-vested shares rounded up to the nearest 10 shares to avoid fractional shares when vesting. We expect to disclose the amount of performance-based non-vested shares that vest in our definitive proxy statement for the 2024 Annual Meeting of Shareholders.

CEO Total Target Direct Compensation

Companywide Retirement and Health and Welfare Benefits.

General. In addition to the executive compensation programs outlined in this proxy statement, our named executive officers participate in retirement and health and welfare benefits that are available to all employees with no distinction made among any groups of employees other than as required by applicable tax rules. We do not believe that any of these benefits are excessive or above market.

COMPENSATION TABLES

Summary Compensation Table

The following table sets forth summary information concerning the compensation earned by our named executive officers for the fiscal years ended December 31, 2021, 2020 and 2019.

Grants of Plan-Based Awards

The following table sets forth summary information concerning all grants of plan-based awards made to the named executive officers during the fiscal year ended December 31, 2021.