Peter Baccile
About Peter Baccile
Peter E. Baccile, age 63, has served as President since September 2016 and Chief Executive Officer since December 2016 and as a director since 2016, bringing 30+ years of real estate and finance leadership from UBS and J.P. Morgan to First Industrial Realty Trust (FR) . During his tenure, FR’s compensation-pay versus performance disclosures show multi-year alignment to Total Shareholder Return (TSR), Net Income and Funds From Operations (FFO) per diluted share, with TSR tracking ahead of the FTSE Nareit All Equity REIT Index in 2024; see Performance & Track Record for quantitative detail .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UBS Securities LLC | Joint Global Head, Real Estate, Lodging & Leisure Investment Banking | 2012–2016 | Led global real estate IB coverage, bringing capital markets expertise relevant to FR’s growth strategy . |
| J.P. Morgan Securities Inc. | Vice Chairman | Not disclosed | Senior leadership, client coverage and capital markets experience . |
| J.P. Morgan | Co-Head, General Industries Investment Banking Coverage Group | Not disclosed | Coverage across Real Estate, Lodging, Gaming and industrial sectors; broadened multi-sector perspective . |
| J.P. Morgan | Global Head, Real Estate, Lodging & Gaming Investment Banking | 10 years | Deep real estate deal-making track record applied to FR’s investment and capital allocation . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Nareit | Executive Board member | Not disclosed |
| The Real Estate Roundtable | Member; Past Chair of Real Estate Capital Policy advisory committee | Not disclosed |
| ICSC | Past trustee | Not disclosed |
| ULI | Past trustee | Not disclosed |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $800,000 | $836,000 | $865,500 |
| Stock Awards (Grant-date fair value) | $3,165,627 | $3,714,199 | $3,810,539 |
| Non-Equity Incentive Plan Compensation | $1,680,000 | $1,832,500 | $1,904,000 |
| All Other Compensation | $29,498 | $31,037 | $37,467 |
| Total | $5,675,125 | $6,413,736 | $6,617,506 |
| Forward Base Salary | 2025 |
|---|---|
| Minimum Annual Base Salary | $935,000 (per Employment Agreement effective Jan 1, 2025) |
Performance Compensation
Annual Cash Bonus Structure (2024)
| Element | Weighting | Target | Actual | Payout | Vesting/Payment Timing |
|---|---|---|---|---|---|
| FFO per diluted share/Unit | 50% | Not disclosed | Not disclosed | Included in overall 110% payout | Cash paid Q1 2025 |
| Same Store NOI Growth | 25% | Not disclosed | Not disclosed | Included in overall 110% payout | Cash paid Q1 2025 |
| Fixed Charge Coverage Ratio | 10% | Not disclosed | Not disclosed | Included in overall 110% payout | Cash paid Q1 2025 |
| Discretionary objectives (CEO) | 15% | Not disclosed | Not disclosed | Pool funded at 100%; individual payout 110% | Cash paid Q1 2025 |
| Cash Bonus Paid ($) | — | — | — | $1,904,000 | Paid Q1 2025 |
2025 CEO target annual bonus remains 200% of base salary (performance-based/at-risk percentage increased to 86%) .
Long-Term Incentive Program – Performance-Based Awards (Relative TSR)
| Grant Year | Weighting vs FTSE Nareit All Equity | Weighting vs LTI Peer Group | Threshold (Percentile/Vesting) | Target (Percentile/Vesting) | Maximum (Percentile/Vesting) | Target Units | Maximum Units | Performance Period |
|---|---|---|---|---|---|---|---|---|
| 2024 | 46% | 54% | 30th / 50% | 50th / 100% | 75th / 225% | 39,607 | 89,114 | 1/1/2024–12/31/2026 |
| 2025 | 46% | 54% | 30th / 50% | 50th / 100% | 80th / 225% | 58,327 | 131,235 | 1/1/2025–12/31/2027 |
Notes:
- Awards can be RSUs or Units; dividends accrue differently across forms as described in proxy .
- Upon change in control, performance awards vest based on achievement through change date; death/disability similar; retirement vests at end of period based on actuals .
Long-Term Incentive Program – Time-Based Awards
| Grant Year | Form | Units Awarded | Vesting |
|---|---|---|---|
| 2024 | Time-Based Units | 21,585 | Equal annual installments over 3 years ; Employment Agreement reiterates ratable vest on first three anniversaries |
| 2025 | Time-Based Units | 31,407 | Equal annual installments over 3 years |
Upcoming vesting schedule (as of 12/31/2024):
| Date | Units Vesting |
|---|---|
| Jan 2025 | 20,527 |
| Jan 2026 | 14,852 |
| Jan 2027 | 7,195 |
2024 vesting realized:
| Shares/Units Acquired on Vesting (#) | Value Realized ($) |
|---|---|
| 59,963 | $3,055,370 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 455,279 Common Stock/Units |
| Shares/Units Outstanding (Record Date) | 132,393,216 Common; 4,082,521 Units |
| Approx. Ownership % | ~0.33% (455,279 ÷ 136,475,737) |
| Unvested Time-Based Units (12/31/2024) | 42,574; MV $2,134,235 at $50.13 |
| Unearned Performance Units (12/31/2024) | 123,493; MV $6,190,704 at $50.13 |
| Options Outstanding | None; Company did not have outstanding options as of 12/31/2024 |
| Ownership Guidelines | CEO: 5x base salary; directors: 5x retainer; others: 4x; compliance current for all directors/NEOs |
| Retention Requirement | Until goal met, retain at least 75% net-after-tax shares from plans; limited exclusions for home purchase, education, charity, estate planning |
| Hedging/Pledging | Prohibited; no margin accounts, no pledging company securities |
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement Term | Jan 1, 2025 – Dec 31, 2029 |
| Base Salary | Minimum $935,000; reviewed annually |
| Target Annual Bonus | 200% of base; at least 150% at target performance |
| Annual Equity Award (min) | ≥$4,440,000 aggregate value; partially performance-based, partially time-based; time-based vests ratably over 3 years; performance-based over 3 years |
| Severance – Without Cause/Good Reason | 200% of (base salary + average bonus of prior two years); pro-rated bonus; accelerated vesting of unvested time/performance awards; continued medical/dental at employee rates up to 2 years; paid over 24 installments |
| Severance – In Connection with Change in Control | 300% of (base salary + average bonus of prior two years); pro-rated bonus; accelerated vesting as above; lump sum payment |
| Estimated Payments (12/31/2024 trigger) | Termination in connection with CIC: $10,105,250 severance; medical $42,430 . Termination without cause: $7,371,500 severance; medical $42,430 . Acceleration upon CIC or death/disability: $7,844,350 equity value estimate at $50.13 . |
| 280G Cutback | Applies; actual payments may be reduced under Code Section 280G |
| Non-Compete / Non-Solicit | Non-compete 3 years for CEO; employee non-solicit 2 years; non-disparagement/non-disclosure perpetual; part of CIC policy covenants |
| Clawback | Company has clawback policy; Compensation Committee administers and interprets the policy |
Performance & Track Record
| Year | CEO Summary Comp ($) | CEO Compensation Actually Paid ($) | Company TSR (Value of $100) | Peer Group TSR (FTSE Nareit All Equity) (Value of $100) | Net Income ($MM) | FFO per Diluted Share/Unit |
|---|---|---|---|---|---|---|
| 2020 | $7,123,032 | $7,607,552 | 104.2 | 94.9 | 200.2 | 1.84 |
| 2021 | $5,242,451 | $10,913,430 | 167.0 | 134.1 | 277.2 | 1.97 |
| 2022 | $5,675,125 | $5,009,154 | 124.7 | 100.6 | 381.6 | 2.28 |
| 2023 | $6,413,736 | $6,471,113 | 139.5 | 112.0 | 285.8 | 2.44 |
| 2024 | $6,617,506 | $6,952,717 | 136.6 | 117.6 | 296.0 | 2.65 |
Key drivers used for executive pay linkage include FFO per diluted share/Unit, relative TSR versus the FTSE Nareit All Equity Index and a selected LTI peer group, Same Store NOI growth, and Fixed Charge Coverage Ratio .
Board Governance
- Director since 2016; serves on the Board’s Investment Committee .
- The Board has separate Chairman (Matthew S. Dominski) and CEO roles; regular executive sessions of non-management directors and mandatory share ownership requirements support governance quality .
- Audit and Compensation Committees are composed exclusively of independent directors; the Compensation Committee sets CEO goals, evaluates performance, approves CEO pay, and administers clawbacks .
- Employee directors (e.g., CEO) receive no additional director compensation; non-employee director fees and annual equity grants are disclosed separately .
Director Compensation (non-employee directors – context)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Teresa Bryce Bazemore | 110,000 | 120,000 | 230,000 |
| Matthew S. Dominski | 145,000 | 120,000 | 265,000 |
| H. Patrick Hackett, Jr. | 115,000 | 120,000 | 235,000 |
| Denise A. Olsen | 96,251 | 120,000 | 216,251 |
| John E. Rau | 121,250 | 120,000 | 241,250 |
| Marcus L. Smith | 96,251 | 120,000 | 216,251 |
Notes: Employee directors like Mr. Baccile are not paid additional director fees .
Compensation Peer Group (Benchmarking)
| Peer Group Companies (Equity REITs) |
|---|
| Agree Realty (ADC), Americold (COLD), Brixmor (BRX), CubeSmart (CUBE), EastGroup (EGP), Healthcare Realty (HR), Kite Realty (KRG), LXP Industrial (LXP), Omega Healthcare (OHI), Rexford Industrial (REXR), STAG Industrial (STAG), Terreno (TRNO), The Macerich Company (MAC) |
Ferguson Partners Consulting (FPC) assisted with peer identification in 2024; peer comparisons inform but do not solely determine pay levels .
Say-on-Pay & Shareholder Feedback
| Year(s) | Approval |
|---|---|
| 2024 Annual Meeting | ~95% votes in favor |
| 5-year average (2020–2024) | ~92% votes in favor |
Risk Indicators & Red Flags
- Hedging/pledging of FR stock prohibited; reduces misalignment risk .
- Clawback policy in place; Compensation Committee oversees enforcement .
- No stock options currently granted; no option repricing risk; equity mix is performance- and time-based RSUs/Units .
- 280G cutback provision can reduce golden parachute exposure for CEO .
- Related party transaction oversight by Nominating/Corporate Governance Committee; independent Compensation Committee members .
Equity Ownership & Alignment Details
| Beneficial Owners (5%+) | Shares/Units | % of Class |
|---|---|---|
| BlackRock, Inc. | 19,315,919 | 14.60% |
| The Vanguard Group | 19,190,885 | 14.50% |
| State Street Corporation | 6,688,862 | 5.10% |
CEO ownership complies with 5x salary guideline; all directors/NEOs currently in compliance . Anti-hedging/pledging and 75% net-share retention until guideline attainment further align incentives .
Employment & Contracts Snapshot
| Start in Role | Contract Term | Non-Compete | Non-Solicit | Severance Multiple | CIC Multiple | Health Benefits Continuation |
|---|---|---|---|---|---|---|
| President (Sep 2016); CEO (Dec 2016) | 2025–2029 | 3 years | 2 years | 2x (salary + avg bonus) | 3x (salary + avg bonus) | Up to 2 years at employee rates (CEO), 12 months under CIC policy (others) |
Investment Implications
- Pay-for-performance alignment is strong: 84% of CEO compensation at-risk in 2024 and set to 86% in 2025; LTIP uses relative TSR against both a broad REIT index and a focused industrial REIT peer set, limiting single-metric gaming and supporting shareholder value creation .
- Insider selling pressure appears contained by policy: vesting events occur annually, but anti-hedging/pledging and 75% net-share retention until ownership goals are met reduce near-term liquidity-driven selling; upcoming time-based vest tranches are scheduled and transparent .
- Retention risk is mitigated by robust employment protections: multi-year contract through 2029, clear severance/CIC economics with 280G cutback, and three-year non-compete indicate high stickiness; however, accelerated vesting of unvested awards upon certain terminations could bring forward equity realization in stress scenarios .
- Governance quality supports confidence: separate Chair/CEO, independent Audit and Compensation Committees, strong say-on-pay support (~95% in 2024; ~92% five-year avg), and clawback policy reduce downside governance risk to trading theses .