Johannson Yap
Chief Investment Officer and Executive Vice President - West Region at FIRST INDUSTRIAL REALTY TRUST
Executive
About Johannson Yap
Johannson L. Yap, age 62, is Chief Investment Officer (since Feb 1997) and Executive Vice President – West Region (since Mar 2009) at First Industrial Realty Trust (FR), with prior service as SVP – Acquisitions (Apr 1994–Feb 1997), bringing more than three decades of industrial real estate investing and operations experience across acquisitions, development, leasing, and portfolio management . Company operating performance under senior leadership in 2024 included 96.2% year-end occupancy, 50.8% cash rental rate growth on leasing, 8.1% cash same-store NOI growth, and a 15.6% dividend increase (with Q1’25 dividend raised to $0.445, +20.3% vs 2024 rate) . Over 2020–2024, FR’s total shareholder return translated a hypothetical $100 to $104.2 (2020), $167.0 (2021), $124.7 (2022), $139.5 (2023), and $136.6 (2024), contextualizing long-term incentive alignment using relative TSR metrics against peers and the FTSE Nareit All Equity Index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Industrial Realty Trust | Chief Investment Officer | Feb 1997–Present | Leads enterprise-wide investment strategy and capital deployment to drive FFO growth and TSR via development, acquisitions/divestitures, and portfolio optimization . |
| First Industrial Realty Trust | EVP – West Region | Mar 2009–Present | Oversees West Region performance, development completions and leasing, a stated individual bonus objective driver in 2024 . |
| First Industrial Realty Trust | SVP – Acquisitions | Apr 1994–Feb 1997 | Advanced sourcing/execution of acquisitions during FR’s expansion period . |
| The Shidler Group | Acquisitions Associate; Vice President | 1988–1994 (VP since 1991) | Responsibilities included acquisitions, property management, leasing, project financing, sales, and construction management, foundational to FR role breadth . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Urban Land Institute (ULI) | Member | Not disclosed (current affiliation noted) |
| Nareit | Member | Not disclosed (current affiliation noted) |
| University of Wisconsin – James Graaskamp Center for Real Estate | Board of Advisors | Not disclosed (current affiliation noted) |
| Indiana University – Kelley School of Business, Center for Real Estate Studies | Advisory Board | Not disclosed (current affiliation noted) |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 500,000 | 522,000 | 543,000 |
| All Other Compensation ($) | 29,498 | 31,037 | 42,853 |
| Non-Equity Incentive Plan Compensation ($) | 1,050,000 | 1,144,000 | 1,194,500 |
| Total Compensation ($) | 2,845,761 | 3,223,378 | 3,349,810 |
Additional current year changes:
- 2025 base salary set to $586,000 .
- CIO stock ownership guideline: 4x base salary; all NEOs are compliant with guidelines .
Performance Compensation
2024 Annual Bonus Plan (Company-wide pool funding; cash)
| Metric | Weight | Target | Actual | Payout for Category | Notes |
|---|---|---|---|---|---|
| FFO per diluted share/Unit | 50% | $2.67 | $2.73 (excl. bonus accrual) | 125% | Non-GAAP as defined by Nareit; see 10-K reconciliation . |
| Same-Store NOI Growth | 25% | 8.50% | 8.09% (committee calc) | 80% | Uses cumulative quarterly average methodology . |
| Fixed Charge Coverage Ratio | 10% | 4.46x | 4.70x | 125% | Defined by revolver agreement . |
| Discretionary Objectives | 15% | N/A | N/A | 100% | Based on overall company performance . |
| Overall Pool Funding | — | — | — | 110% | Committee authorized 110% for eligible employees . |
CIO-specific 2024 bonus mechanics and payout:
- Target bonus at 100% achievement: 200% of base salary .
- Actual bonus paid: $1,194,500, reflecting 110% of individual cash percentage .
Long-Term Incentive (Performance-Based) – Grants
| Grant Year | Date | Form | Target Units | Max Units | Performance Period | Vesting Mechanics |
|---|---|---|---|---|---|---|
| 2024 | Jan 2, 2024 | Performance Units | 16,498 | 37,120 | 1/1/2024–12/31/2026 | 46% vs FTSE Nareit All Equity Index TSR; 54% vs peer TSR; Threshold 30th pct=50%, Target 50th=100%, Max 75th=225% . |
| 2025 | Jan 2, 2025 | Performance Units | 22,372 | 50,337 | 1/1/2025–12/31/2027 | Same split; 2025 grid Threshold 30th=50%, Target 50th=100%, Max 80th=225% . |
Notes:
- Performance vs index and custom industrial peers (PLD, REXR, EGP, TRNO, STAG, LXP, ILPT, PLYM) .
- Upon change in control, performance awards vest based on achievement through the CIC date; death/disability similar; retirement retains through end of period with actual performance .
Long-Term Incentive (Time-Based) – Grants
| Grant Year | Date | Form | Units Awarded | Vesting |
|---|---|---|---|---|
| 2024 | Jan 2, 2024 | Time-Based Units | 8,655 | Equal annual installments over 3 years (service-based) . |
| 2025 | Jan 2, 2025 | Time-Based Units | 12,048 | Equal annual installments over 3 years (service-based) . |
Equity Vesting Pipeline (as of 12/31/2024)
| Equity Type | Unvested/Unearned Units | Market/Payout Value ($) | Scheduled Vesting (Time-Based Units) |
|---|---|---|---|
| Time-Based Units (unvested) | 17,051 | 854,767 (at $50.13) | 8,218 Jan 2025; 5,948 Jan 2026; 2,885 Jan 2027 . |
| Performance Units (unearned; incl. accrued dividend equivalents) | 51,367 | 2,575,028 (at $50.13) | Performance tranches scheduled Dec 31, 2025 and Dec 31, 2026, subject to criteria . |
Company does not currently grant stock options and had no options outstanding in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 385,347 Common/Units for Mr. Yap . |
| Ownership as % of outstanding | Less than 1% (denoted “**” in proxy ownership table) . |
| Stock ownership guidelines | CIO multiple = 4x base salary; NEOs and directors are in compliance . |
| Hedging/pledging | Company policy prohibits hedging and pledging/margining of FR securities . |
| Clawback | Dodd-Frank compliant clawback adopted Nov 1, 2023; recovers erroneously awarded incentive comp upon restatement for prior 3 fiscal years . |
| Outstanding equity at 12/31/2024 | See “Equity Vesting Pipeline” above . |
Insider selling pressure considerations:
- Near-term vesting events: 8,218 time-based units (Jan 2025), 5,948 (Jan 2026), 2,885 (Jan 2027), plus performance award measurement dates Dec 31, 2025/2026 (and 2027 for 2025 grants), which can create supply upon settlement, subject to trading windows and policies .
Employment Terms
| Topic | Terms for Johannson Yap |
|---|---|
| Employment agreement | Only the CEO has an employment agreement; other NEOs (including CIO) do not have individual employment agreements . |
| Change-in-control (CiC) policy | If terminated without cause or resign for good reason from 4 months before to 18 months after a CiC: lump sum cash = 200% of (highest base salary over last 12 months + average bonus over prior two fiscal years), pro-rated bonus (greater of target or average), and 12 months of benefits or cash equivalent; subject to restrictive covenants and release . |
| Non-compete/non-solicit | For CIO: non-compete and customer non-solicit duration 2.5 years post-termination within CiC window; employee non-solicit 2 years; non-disparagement and non-disclosure with perpetual provisions . |
| Severance illustration (CiC termination) | Estimated severance $4,619,000 and medical premiums $21,215 (assuming event on 12/31/2024) . |
| Equity treatment on CiC | Time-based awards fully vest on CiC; performance awards vest based on performance through CiC date; estimated accelerated equity value upon CiC for CIO $3,229,992 (assumptions per proxy) . |
| Termination without cause (non-CiC) | No severance for CIO under proxy’s table; equity acceleration subject to plan terms only in specific events (death/disability/retirement) . |
| Life insurance benefit | Company-provided; face amount $715,000 for CIO . |
| Tax gross-ups | 280G “better-off” cutback applies (no excise tax gross-up referenced for NEO policy) . |
Performance & Track Record
Operating metrics (2024):
- Occupancy: 96.2% (year-end) .
- Cash rental rate growth on leasing: 50.8% .
- Cash same store NOI growth: 8.1% (excludes certain accelerated reimbursement recognition) .
- Dividend growth: +15.6% in 2024; Q1’25 dividend to $0.445 (+20.3% vs 2024 quarterly rate) .
- Development and capital allocation: 7 properties placed in service (2.8 MSF; ~$392MM est. investment), 13 leases across 12 development properties (3.9 MSF; 4.7 MSF incl. JV), acquisitions of 0.3 MSF for $45MM, 22 property dispositions for $163MM, and 2 development sites (81 acres) for $26MM .
TSR positioning:
| Year | Value of $100 (FR TSR) |
|---|---|
| 2020 | 104.2 |
| 2021 | 167.0 |
| 2022 | 124.7 |
| 2023 | 139.5 |
| 2024 | 136.6 |
Say-on-pay context:
- 2024 say-on-pay support ~95%; 5-year average (2020–2024) ~92% .
Compensation Structure Analysis
- At-risk pay: For 2024, average at-risk component for non-CEO NEOs was 76.6%, with equity mix approximately 65% performance-based and 35% time-based, reinforcing pay-for-performance alignment .
- Annual incentive design emphasizes objective drivers of REIT value: FFO/share (50%), same-store NOI growth (25%), and fixed charge coverage (10%), with a smaller discretionary component (15%); 2024 pool funded at 110% after performance .
- Long-term incentives are entirely equity-based and primarily performance-linked to relative TSR versus index and a bespoke industrial peer set over 3 years; vesting ranges from 50% at 30th percentile to 225% at upper thresholds, promoting sustained shareholder returns .
- Anti-hedging/pledging and clawback policies mitigate misalignment and risk-taking; stock ownership guidelines for CIO at 4x salary with compliance reported .
Risk Indicators & Red Flags
- Equity acceleration on change-in-control: single-trigger acceleration for time-based awards and performance awards set to vest based on actual performance through the CiC date, which can be shareholder-sensitive in takeout scenarios .
- No option repricings; company does not currently grant options and had none outstanding in 2024, reducing repricing risk .
- Anti-hedging/anti-pledging policies and clawback adoption reduce misalignment and governance risk .
- Strong say-on-pay support reduces near-term compensation-related governance pressure .
Equity Ownership & Alignment (Detail Table)
| Measure | Value |
|---|---|
| Beneficial Ownership (Common/Units) | 385,347 |
| Percent of Class | <1% (per proxy notation) |
| Unvested Time-Based Units (12/31/2024) | 17,051 ($854,767 at $50.13) |
| Unearned Performance Units (12/31/2024, incl. dividends) | 51,367 ($2,575,028 at $50.13) |
| Time-Based Vesting Schedule | 8,218 (Jan 2025); 5,948 (Jan 2026); 2,885 (Jan 2027) |
| Performance Award Milestones | Dec 31, 2025 and Dec 31, 2026 for outstanding 2023/2024 cycles; 2025 grant runs to Dec 31, 2027 |
| Ownership Guidelines | CIO 4x salary; in compliance |
| Hedging/Pledging | Prohibited |
Employment Terms (Detail Table)
| Scenario | Cash Severance | Equity | Benefits | Restrictive Covenants |
|---|---|---|---|---|
| Change in Control (CIC) – standalone | — | Time-based fully vests; performance vests per performance through CIC; est. value $3,229,992 at 12/31/2024 | — | — |
| Termination w/o cause or for good reason in CIC window | Lump sum equal to 200% of (highest base salary in last 12 months + avg bonus prior two FYs); estimated $4,619,000 at 12/31/2024 | — | 12 months medical or cash equivalent; estimated $21,215 | Non-compete/customer non-solicit 2.5 years; employee non-solicit 2 years; non-disparagement/non-disclosure per policy . |
| Termination w/o cause (non-CIC) | — | Per plan terms (death/disability/retirement provisions only) | — | Per policy . |
| Death/Disability | — | Time-based fully vests; performance vests per performance through event | Life insurance $715,000 | — |
Investment Implications
- Alignment: High proportion of at-risk pay and heavy use of 3-year relative TSR performance awards tie Yap’s compensation to shareholder returns and REIT operating drivers (FFO/share, SS NOI, coverage), with strong say-on-pay support signaling investor acceptance .
- Retention and supply overhang: Large unvested time-based and performance award balances with scheduled vesting in Jan 2025/2026/2027 and year-end 2025/2026/2027 performance tests could create episodic selling pressure subject to windows, while change-in-control covenants (2.5-year non-compete) and stock ownership guidelines bolster retention and alignment .
- Governance and risk: Anti-hedging/pledging, clawback, and absence of options mitigate risk; however, single-trigger equity vesting on CIC for time-based awards and performance awards vesting on CIC date performance can be dilution/overhang considerations in M&A outcomes .