Denise Olsen
About Denise A. Olsen
Denise A. Olsen, age 59, has been an independent director of First Industrial Realty Trust (FR) since November 2017. She is currently a member of the Audit Committee (designated an “audit committee financial expert”), Investment Committee, and Nominating/Corporate Governance Committee; she previously chaired the Compensation Committee from May 2020 to May 2023. Olsen spent over 25 years at GEM Realty Capital, most recently as Senior Managing Director overseeing business development and capital formation; earlier roles include Vice President at EVEREN Securities and senior portfolio management at JMB Realty. She holds a B.S. in Economics from The Wharton School and serves on the Investment Advisory Committee of The Harry and Jeanette Weinberg Foundation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GEM Realty Capital | Senior Managing Director; longstanding Investment Committee member; led business development and capital formation | 1996–June 2024 | Significant investment/operational experience across private and public real estate |
| EVEREN Securities | Vice President, Real Estate Corporate Finance Group | 1994–1996 | Corporate finance coverage in real estate |
| JMB Realty Corporation | Senior Portfolio Manager and other roles | 1987–1994 | Portfolio and acquisitions experience |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| CyrusOne, Inc. (NYSE: CIM) | Director (prior) | Not disclosed | Audit and Compensation Committees |
| Harry and Jeanette Weinberg Foundation | Investment Advisory Committee member | Current | Investment oversight |
| Samuel Zell & Robert Lurie Real Estate Center (Wharton) | Executive Committee member | Not disclosed | Industry/academic engagement |
Board Governance
- Independence: The Board affirmed Olsen is independent under NYSE rules; the Board’s majority is independent .
- Attendance and engagement: The Board met 5 times in 2024 (plus two written consents), and each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Regular executive sessions of non-management directors are held; John E. Rau serves as Lead Independent Director .
- Risk oversight: Audit oversees financial reporting, internal controls, cybersecurity, climate/corporate responsibility risks; Compensation aligns incentives with long-term value; committees review risk in their domains .
- Committee assignments (2024 meetings in parentheses):
- Audit: Member; financial expert designation (5) .
- Investment: Member (5) .
- Nominating/Corporate Governance: Member (2) .
- Compensation: Former Chair (May 2020–May 2023) .
Fixed Compensation
| Year | Cash Retainer/Fees ($) | Equity Grant ($) | Units/Shares Granted | Vesting Terms | Total ($) |
|---|---|---|---|---|---|
| 2024 | 96,251 | 120,000 | 2,642 RSUs/Units at $45.42 grant-date price | Vest on the earlier of 1-year anniversary or next Annual Meeting | 216,251 |
- No meeting fees; cash fees paid quarterly; non-employee directors are not entitled to retirement benefits, incentive compensation or perquisites (reimbursement for out-of-pocket meeting expenses only) .
Performance Compensation
| Component | Status | Notes |
|---|---|---|
| Annual bonus | None | Non-employee directors do not receive incentive compensation |
| Performance-based equity | None | Director awards are time-based RSUs/Units; no disclosed performance metrics for directors |
Other Directorships & Interlocks
- Prior public board: CyrusOne, Inc. (Audit and Compensation Committees) .
- Compensation Committee Interlocks (2024): Committee members (Hackett, Bazemore, Dominski) had no relationships requiring Item 404 disclosure; Olsen was not on 2024 Compensation Committee .
Expertise & Qualifications
- Audit committee financial expert designation .
- Deep real estate investment, capital formation, and operational background across private/public markets .
- Education: B.S. in Economics, The Wharton School (University of Pennsylvania) .
Equity Ownership
| As of Record Date (Mar 7, 2025) | Beneficial Ownership | Components | % of Shares Outstanding | Notes |
|---|---|---|---|---|
| Denise A. Olsen | 13,798 | Includes 2,642 Time-Based Units and 8,989 Units | Less than 1% | FR had 132,393,216 shares and 4,082,521 Units outstanding at Record Date |
| Ownership Policy | Requirement | Compliance | Retention/Hedging/Pledging |
|---|---|---|---|
| Director stock ownership guidelines | 5x annual cash retainer | All directors are currently in compliance | Must retain ≥75% of net-after-tax shares until goal met; anti-hedging and anti-pledging policy in place |
Insider Trades (Form 4)
| Date | Type | Security | Amount | Price | Beneficial Ownership After | Vesting |
|---|---|---|---|---|---|---|
| 04/30/2025 | A (grant) | LP Units | 2,522 | $0.00 | 14,153 (Direct) | Earlier of 1-year or next Annual Meeting with director elections |
Governance Assessment
-
Strengths
- Independence, multi-committee service (Audit, Investment, Nominating/Corporate Governance), and audit financial expert designation enhance board effectiveness .
- Prior Compensation Committee Chair tenure suggests experience with pay-for-performance design; FR’s say-on-pay support was ~95% in 2024 and ~92% average from 2020–2024, indicating strong shareholder alignment .
- Robust ownership alignment: director ownership guidelines (5x retainer), retention of net shares, and anti-hedging/pledging policies; directors in compliance .
- Risk oversight coverage across financial reporting, cybersecurity, climate/corporate responsibility, and investment discipline .
-
Watchpoints/Potential Conflicts
- Prior senior role at GEM Realty Capital (real estate investment firm) presents potential for perceived conflicts; however, FR discloses related party transactions oversight by Nominating/Corporate Governance Committee and reported no Item 404 transactions for 2024 involving compensation committee members; no specific related-party transactions disclosed for Olsen .
- Monitor continued board independence and committee composition, particularly as market cycles and strategic investments evolve .
-
Engagement and Attendance
- Directors met attendance thresholds and participated in executive sessions; Lead Independent Director facilitates independent oversight .
-
Director Compensation Structure
- Simple, transparent program: cash retainer plus fixed annual equity grant that vests time-based; no meeting fees, perquisites, or incentive pay for directors .
-
Additional Signals
- Clawback policy compliant with SEC/NYSE adopted Nov 1, 2023; “Bad Actor” policies enable cancellation or reduction of incentives upon misconduct—positive governance hygiene .
- Stock Incentive Plans include change-in-control vesting mechanics for RSUs generally; director grants are time-based and standardized .
Overall, Olsen’s independent status, audit expertise, prior compensation chair experience, and adherence to ownership policies support investor confidence. No related-party or attendance red flags disclosed; equity grants are modest, time-based, and aligned with FR’s director pay framework .