LINEAGE INC (LINE)
Sector: Real Estate
2026 Annual Meeting Analysis
LINEAGE INC · Meeting: June 9, 2026
Directors FOR
8
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Archambeau currently serves on the boards of Verizon (VZ), Roper Technologies (ROP), Okta (OKTA), and Lineage (LINE), totalling four public company board seats, which meets the overboarding threshold under our policy and triggers a vote against.
The proxy explicitly discloses that Mr. Taylor was the only director who did not attend at least 75% of aggregate board and committee meetings in 2025, which directly triggers a vote against under our policy.
For Analysis
Co-founder and Co-Executive Chairman with deep company and industry knowledge; LINE went public in July 2024 so no meaningful 3-year public-market TSR period exists for the TSR trigger to apply, and the 24-month new-director exemption effectively covers the post-IPO period; no overboarding, attendance, or independence concerns identified.
Co-founder and Co-Executive Chairman with extensive investment and operational experience; same IPO-timing rationale as Forste applies; no overboarding, attendance, or independence concerns identified.
CEO and director since the July 2024 IPO, placing him within the 24-month new-director exemption from the TSR trigger; no overboarding concern identified (one outside board seat at Agree Realty).
BentallGreenOak designee with extensive global real estate and public company experience; joined Lineage Holdings in March 2021 but LINE only became public in July 2024, limiting meaningful public-market TSR measurement; receives no compensation for board service and no overboarding or independence concerns identified.
Audit committee chair with demonstrated financial expertise (former Ford Motor Credit CEO and COO); joined Lineage Holdings December 2022 but LINE only became public in July 2024; no overboarding or attendance concerns identified.
Serves on the audit committee with confirmed financial expertise (CFA, former President of Oxford Properties); joined Lineage Holdings September 2020 but LINE only became public July 2024; no overboarding or attendance concerns identified.
Lead independent director and audit committee member with strong financial expertise (former CFO of BlueLinx); joined Lineage Holdings June 2022 but LINE only became public July 2024; serves on two other public company boards (GPK, BHE) which is within the policy limit.
Stonepeak designee with extensive infrastructure and finance experience; joined Lineage Holdings May 2018 but LINE only became public July 2024; receives no compensation for board service and no overboarding or independence concerns identified.
Of the 10 director nominees, 8 receive a FOR vote. Shellye Archambeau is voted AGAINST due to overboarding — she simultaneously sits on four public company boards (Verizon, Roper Technologies, Okta, and Lineage), reaching the policy threshold. Luke Taylor is voted AGAINST due to disclosed attendance below the 75% threshold in 2025. The TSR trigger does not apply to any director because Lineage only became a public company in July 2024, meaning no director has accumulated a meaningful 3-year public-market track record, and most directors fall within or close to the 24-month new-director exemption period.
Say on Pay
✓ FORCEO
Greg Lehmkuhl
Total Comp
$19,964,787
Prior Support
84%%
CEO total compensation of approximately $20 million in 2025 is elevated for a REIT of Lineage's size and profile, but the pay program structure supports a FOR vote for several reasons. First, approximately 84% of the CEO's target pay was delivered in equity awards, well above the 50-60% variable pay threshold required by our policy, and roughly 60% of long-term equity awards are performance-vesting tied to measurable financial goals (AFFO per share and same-warehouse NOI) with a relative TSR modifier versus the MSCI US REIT Index — these are meaningful, multi-year performance conditions, not time-vesting pay disguised as incentive pay. Second, the company's own disclosures show that realizable value for 2024 equity awards is tracking approximately 75% below target value due to share price declines and below-threshold NOI performance, demonstrating genuine pay-for-performance alignment. Third, the prior-year say-on-pay vote received 84% support, above the 70% re-engagement threshold. A clawback policy covering Section 16 officers is in place as required. While LINE's stock has lagged the ^FNER — FTSE NAREIT All Equity REITs Index benchmark over its short public life, the compensation structure is genuinely at-risk and already reflecting poor performance through reduced realizable values, supporting a FOR vote.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
1 yrs
Audit Fees
$8,667,479
Non-Audit Fees
$208,000
PwC was newly appointed in 2025, replacing KPMG, so tenure is approximately one year — well below the 25-year concern threshold. Non-audit fees (audit-related fees of $206,000 plus other fees of $2,000 = $208,000) represent approximately 2.4% of audit fees of $8,667,479, far below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm fully appropriate for a company of Lineage's size and complexity.
Actual Vote Results
Meeting held June 9, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Greg Lehmkuhl | 99.9% | 214.5M | 201,283 | ✓ Elected |
| James Wyper | 99.9% | 214.4M | 290,818 | ✓ Elected |
| Joy Falotico | 99.8% | 214.2M | 516,524 | ✓ Elected |
| Lynn Wentworth | 99.7% | 214.0M | 716,551 | ✓ Elected |
| John Carrafiell | 99.5% | 213.6M | 1.1M | ✓ Elected |
| Michael Turner | 99.3% | 213.3M | 1.4M | ✓ Elected |
| Shellye Archambeau | 95.4% | 204.7M | 9.9M | ✓ Elected |
| Kevin Marchetti | 87.8% | 188.5M | 26.2M | ✓ Elected |
| Adam Forste | 86.6% | 185.9M | 28.8M | ✓ Elected |
| Luke Taylor | 86.2% | 185.1M | 29.6M | ✓ Elected |
Say on Pay
For 180.3M · Against 34.4M · Abstain 59,889
Auditor Ratification
For 219.8M · Against 25,044 · Abstain 43,516
Overall Assessment
Lineage's 2026 annual meeting presents three standard proposals: director elections, auditor ratification, and say-on-pay. We vote FOR on the auditor (PwC, newly appointed, clean fee structure) and FOR on say-on-pay (pay is largely performance-based and realizable value is already substantially below target due to stock and operational underperformance). On the director slate, we vote AGAINST Shellye Archambeau for holding four simultaneous public company board seats and AGAINST Luke Taylor for attending fewer than 75% of board and committee meetings in 2025, while supporting all remaining eight nominees.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing