Jennifer Matthews Rice
About Jennifer Matthews Rice
General Counsel and Secretary of First Industrial Realty Trust, Inc. (FR) since November 2019; age 54; J.D., Temple University School of Law; B.A., Franklin & Marshall; barred in Illinois and Pennsylvania; member of NAIOP, Nareit Corporate Governance Council, and The Real Estate Roundtable’s Sustainability Policy Advisory Committee . Company performance context: 2024 cash same store NOI growth 8.1%, year-end occupancy 96.2%, cash rental rate growth on new/renewal leasing 50.8% ; FFO per diluted share/unit 2.65 in 2024 . Cumulative TSR (value of $100 invested since 2019 year-end) was $136.6 vs FTSE Nareit All Equity REIT Index at $117.6 as of 2024, framing pay-for-performance alignment tied to relative TSR .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Brandywine Realty Trust (NYSE: BDN) | SVP, General Counsel & Secretary; previously VP Legal Affairs, Interim GC & Secretary; Counsel | 2012–2019 | Led legal, governance, regulatory; senior leadership experience at a large REIT . |
| Exeter Property Group | Real Estate Counsel | 2008–2012 | Transactional/portfolio legal counsel for industrial real estate platform . |
| Preferred Unlimited, Inc. | General Counsel & Secretary; other capacities | 2004–2008 | Built legal function; corporate governance . |
| Ballard Spahr Andrews & Ingersoll, LLP | Real Estate attorney | Prior to 2004 | Law firm real estate practice (development, leasing, finance) . |
| Pennsylvania Supreme Court | Law Clerk to Hon. Ronald D. Castille | Earlier | Appellate clerkship; legal analysis and writing . |
External Roles
| Organization | Position/Committee | Focus |
|---|---|---|
| NAIOP | Member | Industry advocacy, development standards . |
| Nareit | Corporate Governance Council member | REIT governance best practices . |
| The Real Estate Roundtable | Sustainability Policy Advisory Committee | ESG policy in real estate . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of base) | Actual Bonus ($) | Notes |
|---|---|---|---|---|
| 2025 | 353,000 | 125% (plan target for role) | — | Base as of Jan 1, 2025; bonus not yet disclosed . |
| 2024 | 326,500 | 125% | 449,000 | Payout at 110% of target based on plan funding and individual objectives . |
Performance Compensation
Annual Incentive (2024 Employee Bonus Plan)
| Metric | Weight | Target | Actual | Payout (pool funding) |
|---|---|---|---|---|
| FFO per diluted share/unit | 50% | $2.67 | $2.73 | 125% . |
| Same store NOI growth | 25% | 8.50% | 8.09% | 80% . |
| Fixed charge coverage | 10% | 4.46x | 4.70x | 125% . |
| Discretionary objectives | 15% | N/A | N/A | 100% . |
| Overall funding | — | — | — | 110% for all eligible employees . |
Additional details:
- Individual target bonus opportunity for General Counsel: 125% of base salary; actual bonus paid to Ms. Matthews Rice for 2024 was $449,000 at 110% of target based on company metrics (85% weighting) and individual objectives (15% weighting: legal risk reduction and support of strategic objectives) .
Long-Term Incentive Awards
| Grant Year | Award Type | Units (Target) | Units (Max) | Vesting/Performance | Performance Period |
|---|---|---|---|---|---|
| 2025 | Performance Units | 6,626 | 14,909 | Relative TSR: 46% vs FTSE Nareit All Equity Index; 54% vs industrial REIT peer set; vesting: 50% at 30th percentile, 100% at 50th, 225% at 80th; dividends via conditional units . | 1/1/2025–12/31/2027 . |
| 2025 | Time-Based Units | 3,570 | — | Vest ratably over 3 years; dividends accrue on units . | Service vesting 2025–2027 . |
| 2024 | Performance Units | 5,443 | 12,245 | Relative TSR: 46% vs FTSE Nareit All Equity Index; 54% vs peer set; vesting: 50% at 30th percentile, 100% at 50th, 225% at 75th; dividends via conditional units . | 1/1/2024–12/31/2026 . |
| 2024 | Time-Based Units | 2,958 | — | Vest ratably over 3 years; dividends accrue on units . | Service vesting 2024–2026/27 . |
Performance to date (as of 12/31/2024): 2023 grants tracking 67.0% achievement; 2024 grants tracking 51.7% for accelerated vesting calculations in change-in-control/death/disability contexts (performance periods remain open) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 44,581 shares/units; less than 1% of class . |
| Unvested time-based units (12/31/2024) | 5,828 units (market value $292,158 at $50.13) . |
| Unvested performance units (12/31/2024) | 16,945 units (market/payout value $849,453 at $50.13; includes accrued dividend equivalents per methodology) . |
| Upcoming vesting (time-based) | 2,809 (Jan 2025); 2,033 (Jan 2026); 986 (Jan 2027) . |
| Potential vesting (performance) | 10,157 on 12/31/2025; 6,788 on 12/31/2026, subject to TSR outcomes . |
| Options | Company does not currently grant options; no options outstanding for NEOs . |
| Ownership guidelines | General Counsel guideline: 4x base salary; all NEOs are in compliance; 75% net-share retention until met . |
| Hedging/pledging | Anti-hedging and anti-pledging policy for directors, officers, employees . |
| Clawback | Compensation Recovery Policy adopted Nov 1, 2023, compliant with SEC/NYSE rules . |
Insider selling pressure lens: Scheduled vesting of 2,809 time-based units in Jan 2025, plus potential performance unit vestings on 12/31/2025 and 12/31/2026, can create sellable supply; retention requirements mitigate near-term selling (75% net-share retention until guidelines met) .
Employment Terms
| Term | General Counsel (NEO) Policy |
|---|---|
| Role tenure | General Counsel & Secretary since November 2019 . |
| Change-in-control (CIC) policy | Double-trigger: if terminated without cause or for good reason from 4 months prior to to 18 months after a CIC, severance equals 200% of (highest base salary in last 12 months + average bonus of prior two fiscal years), lump sum within ~45 days; pro rata bonus (greater of target or average), plus 12 months of group medical/life/disability coverage or cash equivalent; subject to restrictive covenants and 280G “better-off” cutback (no gross-up) . |
| Equity on CIC | Time-based units accelerate fully; performance units vest based on performance through CIC date (post-2023 grants) . |
| Death/Disability | Time-based units accelerate; performance units vest pro rata based on performance through event date . |
| Retirement | Retains performance units to vest based on actual results at period end; time-based units accelerate . |
| Non-compete/non-solicit | For Ms. Matthews Rice: non-compete and customer non-solicit 2 years; employee non-solicit 2 years; non-disparagement/confidentiality ongoing; required for severance eligibility . |
Estimated economics (as of 12/31/2024 scenario analysis in proxy):
- Change of Control (no termination): accelerated equity value $1,075,673 .
- Termination in connection with a Change in Control: severance $1,981,000 plus $29,361 medical premiums (12 months) .
- Death/Disability: accelerated equity value $1,075,673 .
Investment Implications
- Pay-for-performance alignment: Annual bonus tied to FFO/share (50%), SS NOI growth (25%), and fixed charge coverage (10%), with balanced discretionary component; LTI dominated by 3-year relative TSR (54% vs industrial peers; 46% vs FTSE Nareit), reinforcing shareholder-aligned value creation . 2024 plan funded at 110% with FFO and coverage outperformance offsetting slightly below-target SS NOI growth .
- Retention and turnover risk: Strong severance/CIC protection (200% multiple, double-trigger) and two-year non-compete deter abrupt departures; equity mix with multi-year performance periods supports retention, but scheduled time-based vesting in early each year can create modest liquidity windows .
- Ownership alignment/high governance quality: 4x salary ownership guideline, compliance reported; strict anti-hedging/pledging and adopted clawback mitigate misalignment/agency risks; say-on-pay support ~95% in 2024 indicates shareholder endorsement of program design .
- Near-term trading signals: Upcoming vest events (Jan 2025 time-based units; potential 12/31/2025 performance units) could incrementally increase tradable float from insider holdings; retention requirements reduce immediate selling pressure .
- Execution track record context: FR delivered strong 2024 operating metrics (8.1% SS NOI growth; 96.2% occupancy; 50.8% cash rent growth), and 2019–2024 cumulative TSR outpaced REIT index—supporting above-target annual incentive funding and validating performance-conditioned equity design .