Matthew Dominski
About Matthew S. Dominski
Matthew S. Dominski, age 70, has served on First Industrial Realty Trust’s board since March 2010 and as independent Chairman since July 2020. He is a seasoned real estate executive, previously CEO and then President of Urban Shopping Centers, and co-owner of Polaris Capital LLC, with prior trustee service at ICSC. The board has affirmatively determined he is independent under NYSE standards. His tenure and background provide deep public REIT leadership and investment oversight experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Urban Shopping Centers (public REIT) | Chief Executive Officer | 1993–2000 | Led one of the largest U.S. regional mall REITs; strategic and operational leadership |
| Urban Shopping Centers (after acquisition by Rodamco NA) | President | 2000–2002 | Transition leadership post-transaction |
| Polaris Capital LLC (Chicago real estate investment firm) | Joint Owner | 2003–2013 | Real estate investment; principal investing experience |
| International Council of Shopping Centers (ICSC) | Board of Trustees (member) | 1998–2004 | Industry governance and network |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CBL & Associates Properties, Inc. (public REIT) | Director | 2005–2021 | Long-serving public board experience in retail real estate |
Board Governance
- Role and independence: Independent Chairman of the Board since July 2020; independence affirmatively determined under NYSE Section 303A.02.
- Committee memberships: Compensation Committee; Investment Committee; Nominating/Corporate Governance Committee.
- Board/committee activity: Board met 5 times in 2024 and acted twice by written consent; each director attended at least 75% of Board and committee meetings while serving; all directors attended the 2024 annual meeting.
- Committee meeting counts (2024): Compensation (5); Investment (5); Nominating/Corporate Governance (2).
- Board leadership structure: Separate Chairman and CEO; regular executive sessions of non-management directors; Lead Independent Director (John E. Rau) presides over executive sessions.
Fixed Compensation
| Year | Cash Fees ($) | Equity Grant ($) | Grant Detail | Vesting |
|---|---|---|---|---|
| 2024 | 145,000 | 120,000 | 2,642 RSUs/Units at $45.42 grant-date price (May 2024) | Earlier of first anniversary of grant or next annual meeting |
- Structure: No meeting fees; no retirement benefits, incentive compensation, or perquisites for board service; cash paid quarterly.
- Mix and alignment: 2024 director pay comprised cash plus annual equity grant tied to continuous service; no separate attendance fees.
Performance Compensation
- Directors do not receive performance-based pay; no director bonus metrics are disclosed.
- Company context (for incentive alignment oversight): 2024 Employee Bonus Plan used the following weighted metrics for executives.
| Category | Weight | Target | Result | Bonus Pool Funding % |
|---|---|---|---|---|
| FFO per diluted share/Unit | 50% | $2.67 | $2.73 | 125% |
| Same Store NOI (SS NOI) growth | 25% | 8.50% | 8.09% | 80% |
| Fixed charge coverage ratio | 10% | 4.46x | 4.70x | 125% |
| Discretionary objectives | 15% | N/A | N/A | 100% |
| Overall | — | — | — | 110% |
- Clawback policy: Adopted Nov 1, 2023 in compliance with SEC/NYSE; covers cash and equity incentive awards for three prior fiscal years in the event of a restatement.
Other Directorships & Interlocks
| Company | Relationship | Details |
|---|---|---|
| CBL & Associates Properties, Inc. | Prior public company directorship | 2005–2021 director; no current interlocks disclosed with FR’s competitors/customers. |
| FR Compensation Committee | Interlocks/insider participation | Served on Compensation Committee in 2024; neither he nor other committee members were officers/employees in 2024; no Item 404 relationships requiring disclosure. |
Expertise & Qualifications
- Public REIT leadership (CEO/President Urban) and investment experience (Polaris Capital) supporting capital allocation and portfolio strategy oversight.
- Industry governance via ICSC trustee service.
- Board-level experience across multiple committees (Compensation, Investment, Nominating/Governance), contributing to balanced oversight of pay, strategy, and board composition.
Equity Ownership
| Holder | Beneficial Ownership (Common/Units) |
|---|---|
| Matthew S. Dominski | 43,435 |
- Ownership alignment: Directors must hold 5x annual retainer; all directors and NEOs are currently in compliance. Anti-hedging and anti-pledging policies apply.
Governance Assessment
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Strengths
- Independent Chairman separate from CEO; Lead Independent Director presides executive sessions; majority-independent board with active committees. These structures generally enhance oversight and investor confidence.
- Documented attendance (≥75%) and full annual meeting attendance by directors in 2024.
- Stock ownership guidelines and anti-hedging/pledging policies; compliance reported for all directors.
- Robust compensation oversight framework (multi-metric bonus design, majority performance-based equity for executives, and effective clawback).
- Strong say-on-pay support: ~95% approval in 2024; five-year average ~92%.
-
Watch items
- Compensation Committee’s use of an outside consultant (Ferguson Partners Consulting, L.P.) with an affiliate providing recruitment services to the Company; independence assessed with no conflicts, but the affiliate relationship merits continued monitoring.
- Central role across three committees may concentrate influence; continued annual board/committee self-assessments help mitigate this.
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RED FLAGS
- None disclosed for Dominski under Item 404 (no related-party transactions requiring disclosure in 2024).