Marcus Smith
About Marcus L. Smith
Marcus L. Smith (age 58) has served as an independent director of First Industrial Realty Trust, Inc. since February 2021 (tenure ~4 years). He is designated an “audit committee financial expert” and brings 23 years of global investment management leadership at MFS Investment Management, plus public board experience at MSCI and DCT Industrial. He holds a B.S., Cum Laude, in Computer Science from the University of Mount Union and an MBA from The Wharton School, University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MFS Investment Management | Portfolio Manager, MFS Institutional International Fund; MFS Concentrated International Fund | 17 years; 10 years | Grew MIEIX from $120M to $24B; Lipper Award in 2005 and 2010 for 3-year performance among 359 large-cap international portfolios . |
| MFS Investment Management | Chief Investment Officer, Canada | 2012–2017 | Senior leadership for Canadian investments . |
| MFS Investment Management | Chief Investment Officer, Asia | 2010–2012 | Led Asia investment activities . |
| MFS Investment Management | Director of Asian Equity Research (Singapore) | 2005–2010 | Research leadership; served on MFS Equity Management committee (years as disclosed) . |
| Accenture | Senior Consultant, Financial Services Group | Prior to MFS | Consulting experience in financial services . |
| U.S. Army Reserve | Officer | 1987–1992 | Military leadership experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MSCI Inc. (NYSE: MSCI) | Director | Since 2017 | Ongoing public company directorship . |
| Eaton Vance funds | Trustee | Current | Investment oversight for certain funds . |
| DCT Industrial (NYSE: DCT) | Director | 2017–2018 | Board service until acquisition by Prologis (NYSE: PLD) in 2018 . |
Board Governance
| Committee | Role | Chair | 2024 Meetings | Independence | Notes |
|---|---|---|---|---|---|
| Audit Committee | Member; Audit Committee Financial Expert | Teresa Bryce Bazemore | 5 | Committee composed exclusively of independent directors; Smith is an “audit committee financial expert” . | |
| Investment Committee | Member | H. Patrick Hackett, Jr. | 5 | Majority independent; oversight of investment approvals, strategy execution . | |
| Nominating/Corporate Governance Committee | Member | John E. Rau | 2 | Comprised exclusively of independent directors; oversees director nominations, governance policies . |
- Independence: Board affirmed Smith’s independence under NYSE rules; independent directors comprise the majority of the board .
- Attendance: In 2024, each director attended at least 75% of board and committee meetings; all directors attended the 2024 Annual Meeting .
- Board leadership: Chairman Matthew S. Dominski presided at all board meetings; Lead Independent Director John E. Rau presided at meetings and executive sessions of independent directors .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total Compensation ($) |
|---|---|---|---|
| 2024 | 96,251 | 120,000 | 216,251 |
- Non-employee directors receive no retirement benefits, incentive compensation, or perquisites; no meeting fees; cash fees are paid quarterly .
Performance Compensation
| Year | Equity Type | Units/Shares | Grant Date | Vesting | Grant-Price Basis | Performance Metrics |
|---|---|---|---|---|---|---|
| 2024 | RSUs or Units (director’s election) | 2,642 | May 2024 | Earlier of first anniversary or next annual meeting | $45.42 per share | N/A (director awards are time-based; no performance criteria) |
- Company does not currently grant stock options; no option-like awards are outstanding to directors under policy disclosures .
Other Directorships & Interlocks
| Company | Relationship to FR | Interlock/Overlap | Notes |
|---|---|---|---|
| MSCI Inc. (NYSE: MSCI) | FR constituent in MSCI indices | Index provider-director | Potential informational overlap via index methodologies; no Item 404 related-party transaction disclosed for Smith . |
| Eaton Vance funds | Institutional investor universe | Fund trustee | Funds may invest across REITs; policy requires related transactions to be reviewed by Nominating/Corporate Governance Committee; no specific Item 404 transaction disclosed for Smith . |
| DCT Industrial → Prologis (PLD) | PLD is in FR’s LTI peer group | Industry network | Smith served on DCT Industrial board; PLD is used in FR’s executive LTI peer benchmarking . |
Expertise & Qualifications
- Financial/Accounting: Audit committee financial expert; extensive portfolio management and CIO roles across geographies .
- Capital Markets: Growth of institutional fund AUM, global equity research leadership, awards for performance .
- Education: B.S. Computer Science (Cum Laude) – University of Mount Union; MBA – Wharton .
- Governance: Service on MSCI board and Eaton Vance fund boards; nomination committee membership at FR .
Equity Ownership
| Holder | Beneficial Ownership (Shares/Units) | Shares Outstanding | Ownership % |
|---|---|---|---|
| Marcus L. Smith | 7,896 | 132,393,216 shares | ~0.006% (7,896/132,393,216) |
- Stock ownership guidelines for directors: 5x annual retainer; all directors and NEOs are currently in compliance .
- Retention: Until guideline met, retain 75% of net-after-tax shares delivered; permitted exclusions for primary residence, education, charity, estate planning .
- Hedging/Pledging: Prohibited for directors, officers, and employees .
Governance Assessment
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Strengths
- Independent director with deep capital markets expertise; designated audit committee financial expert, contributing to financial oversight and risk management .
- Solid engagement: member of three key committees (Audit, Investment, Nominating/Corporate Governance); board and committee meetings attended at least 75% in 2024 .
- Alignment: Meaningful equity retainer via RSUs/Units; robust stock ownership guidelines and hedging/pledging prohibitions; all directors in compliance, supporting shareholder alignment .
- Shareholder support: Strong say-on-pay results (95% support in 2024; ~92% average 2020–2024), signaling investor confidence in compensation governance .
-
Watch items
- External roles at MSCI (index provider) and Eaton Vance funds (institutional investor) create potential ecosystem interlocks; however, no Item 404 related-party transactions involving Smith are disclosed, and related-party transactions are subject to committee oversight .
- Director equity awards are time-based with annual vesting; while standard for REIT boards, lack of performance conditions may reduce direct pay-for-performance linkage at the director level (common practice acknowledged) .
-
RED FLAGS
- None disclosed for Smith: no related-party transactions under Item 404, no hedging/pledging, and attendance met thresholds .