FIRST INDUSTRIAL REALTY TRUST INC (FR)
Sector: Real Estate
2026 Annual Meeting Analysis
FIRST INDUSTRIAL REALTY TRUST INC · Meeting: April 30, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Elect six directors to the Board of Directors to serve until the 2027 Annual Meeting of Stockholders, and until their successors are duly elected and qualified
CEO and director since 2016 with deep real estate finance expertise; FR's 3-year TSR of +23.5% outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) by +15.3 percentage points, well below the 65-point threshold needed to trigger a vote against, and FR's 3-year TSR trails the compensation peer group median by only 0.5 percentage points against a 50-point threshold, so no TSR trigger applies; no overboarding, attendance, or independence concerns.
Independent director since 2020 with extensive legal, financial, and mortgage industry experience; serves as Audit Committee Chair and is designated an audit committee financial expert; no TSR trigger fires (FR's 3-year gap vs. peer median is -0.5pp against a 50pp threshold and +15.3pp vs. ^FNER against a 65pp threshold); no overboarding or attendance concerns.
Independent director and Board Chairman since 2010 with deep REIT leadership experience; no TSR trigger fires despite long tenure (FR's 3-year gap vs. peer median is -0.5pp against a 50pp threshold and +15.3pp vs. ^FNER against a 65pp threshold); no overboarding, attendance, or independence concerns.
Independent director since 2009 with strong real estate investment and finance background; no TSR trigger fires (FR's 3-year gap vs. peer median is -0.5pp against a 50pp threshold and +15.3pp vs. ^FNER against a 65pp threshold); no overboarding, attendance, or independence concerns.
Independent director since 2017 with 30 years of investment management and real estate expertise; designated an audit committee financial expert; no TSR trigger fires (FR's 3-year gap vs. peer median is -0.5pp against a 50pp threshold and +15.3pp vs. ^FNER against a 65pp threshold); no overboarding, attendance, or independence concerns.
Independent director since February 2021 with deep institutional investment management experience and prior industrial REIT board service (DCT Industrial); no TSR trigger fires (FR's 3-year gap vs. peer median is -0.5pp against a 50pp threshold and +15.3pp vs. ^FNER against a 65pp threshold); no overboarding, attendance, or independence concerns.
All six director nominees pass every policy screen: FR's 3-year total shareholder return of +23.5% beats the ^FNER (FTSE NAREIT All Equity REITs Index) by +15.3 percentage points — far below the 65-point underperformance threshold for strong-positive-TSR companies — and trails the compensation peer group median by only 0.5 percentage points against a 50-point threshold. No director is overboarded, attendance was at least 75% for all serving directors, all independent directors are properly classified, and the board includes multiple designated audit committee financial experts. The vote is FOR all six nominees.
Say on Pay
✓ FORCEO
Peter E. Baccile
Total Comp
$8,288,366
Prior Support
93%%
CEO total compensation of $8,288,366 is reasonable for a $7.8 billion industrial REIT and the pay mix is strongly performance-oriented — the proxy discloses that 86% of the CEO's pay is at-risk variable compensation, well above the 50-60% policy minimum, with equity split approximately 65% performance-based and 35% time-based using a rigorous 3-year relative total shareholder return framework benchmarked against both the FTSE NAREIT All Equity REITs Index and an industrial REIT peer group. Pay-for-performance alignment is solid: FR achieved +23.5% price return over three years, outperforming the ^FNER (FTSE NAREIT All Equity REITs Index) by +15.3 percentage points, the company delivered 11.7% FFO per share growth and 32.2% cash rental rate growth in 2025, and the most recent Say on Pay vote received 93% support with a ten-year average of approximately 94%, well above the 70% threshold that would require a response. The company maintains a meaningful clawback policy covering incentive compensation in the event of a financial restatement, and no policy triggers for a negative vote are present.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$1,313,050
Non-Audit Fees
$2,220
Non-audit fees of $2,220 represent less than 0.2% of audit fees of $1,313,050, far below the 50% threshold that would raise independence concerns; PricewaterhouseCoopers is a Big 4 firm fully appropriate for a $7.8 billion market cap company; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire under policy; no material financial restatements are noted.
Overall Assessment
First Industrial Realty Trust's 2026 annual meeting ballot presents three standard proposals — director elections, Say on Pay, and auditor ratification — all of which pass every applicable policy screen. The company has delivered strong operational and shareholder results including a +23.5% three-year price return that outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) benchmark, a well-structured performance-heavy executive compensation program with 93% prior-year Say on Pay support, and minimal non-audit fees representing less than 0.2% of total audit fees paid to PricewaterhouseCoopers.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing