Scott Musil
About Scott Musil
Scott A. Musil (age 57) is Chief Financial Officer of First Industrial Realty Trust, Inc. (FR). He has served as CFO since March 2011 (acting CFO from Dec 2008–Mar 2011) and is a non‑practicing CPA with prior experience at Arthur Andersen. His FR tenure spans finance leadership roles including Controller (1995–2012), Chief Accounting Officer (2006–2013), Treasurer (since 2002), and Senior Vice President (since 2001) . Company performance indicators relevant to his incentive pay include: 2024 cash same‑store NOI growth of 8.1%, cash rental rate growth on leasing of 50.8%, year‑end occupancy of 96.2%, and a 15.6% dividend increase in 2024 plus a 20.3% increase to $0.445 in Q1’25 . FR’s 2024 relative TSR context shows a $100 investment growing to $136.6 vs. $117.6 for the FTSE Nareit All Equity REIT Index; reported 2024 FFO per diluted share/unit for pay-versus-performance disclosures was 2.65 (bonus plan FFO result metric was $2.73, excluding cash bonus accrual) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Industrial Realty Trust, Inc. | Chief Financial Officer | Mar 2011–present | Executive finance leadership; objectives include leverage, fixed charge coverage, funding investments, and investor relations per annual goals . |
| First Industrial Realty Trust, Inc. | Acting Chief Financial Officer | Dec 2008–Mar 2011 | Interim stewardship of finance function . |
| First Industrial Realty Trust, Inc. | Senior Vice President | Since Mar 2001 | Senior corporate leadership role . |
| First Industrial Realty Trust, Inc. | Treasurer | Since May 2002 | Corporate treasury and capital activities . |
| First Industrial Realty Trust, Inc. | Chief Accounting Officer | Mar 2006–May 2013 | Led accounting and reporting . |
| First Industrial Realty Trust, Inc. | Controller | Dec 1995–Mar 2012 | Corporate controllership . |
| First Industrial Realty Trust, Inc. | Assistant Secretary | Various periods 1996–2014 | Corporate governance support . |
| First Industrial Realty Trust, Inc. | Secretary | Mar 2012–Jul 2012; May 2014–Aug 2014 | Corporate secretary responsibilities . |
| Arthur Andersen & Co. | Various roles | Pre‑1995 | Public accounting experience . |
External Roles
| Organization | Role/Affiliation | Years |
|---|---|---|
| American Institute of Certified Public Accountants (AICPA) | Member (non‑practicing CPA) | N/A |
| Nareit | Professional affiliation | N/A |
Fixed Compensation
| Year | Base Salary ($) | Source |
|---|---|---|
| 2022 | 360,000 | |
| 2023 | 376,000 | |
| 2024 | 396,500 | |
| 2025 (effective Jan 1, 2025) | 428,000 |
- Stock ownership guideline for CFO: 4x base salary; FR states all directors and NEOs are in compliance .
- Hedging and pledging of FR securities are prohibited by policy .
Performance Compensation
Annual Cash Bonus Plan (2024 outcomes)
| Metric | Weight | Target | Actual/Result | Payout % for Metric |
|---|---|---|---|---|
| FFO per diluted share/Unit | 50% | $2.67 | $2.73 (excl. cash bonus accrual) | 125% |
| Same Store NOI Growth | 25% | 8.50% | 8.09% (cumulative quarterly avg method) | 80% |
| Fixed Charge Coverage Ratio | 10% | 4.46x | 4.70x | 125% |
| Discretionary Objectives | 15% | N/A | N/A | 100% |
| Overall Pool Funding | — | — | — | 110% |
| Executive | Target Bonus at 100% (as % of base) | Cash Bonus Paid ($) | Individual Cash % |
|---|---|---|---|
| Scott A. Musil (CFO) | 150% | 654,000 | 110% |
- For 2024, 85% of NEO bonus tied to company metrics; 15% based on individual objectives. Musil’s 2024 objectives focused on leverage and fixed charge coverage, funding investment objectives, and investor relations .
Long-Term Incentive Program – Performance-Based Awards (relative TSR)
Vesting scales:
- 2024 grants: 50% at 30th percentile; 100% at 50th; 225% at 75th, over 1/1/2024–12/31/2026. 46% vs FTSE Nareit All Equity Index; 54% vs industrial REIT peer group .
- 2025 grants: 50% at 30th percentile; 100% at 50th; 225% at 80th, over 1/1/2025–12/31/2027. 46% vs index; 54% vs peer group .
| Grant Year | Grant Date | Form | Target Units | Max Units | Performance Period | Vesting Metric |
|---|---|---|---|---|---|---|
| 2024 | 1/02/2024 | Performance Units | 9,753 | 21,944 | 1/1/2024–12/31/2026 | Relative TSR (Index 46% / Peer 54%) |
| 2025 | 1/02/2025 | Performance Units | 13,792 | 31,032 | 1/1/2025–12/31/2027 | Relative TSR (Index 46% / Peer 54%) |
- CIC treatment: performance awards vest based on performance through CIC date; death/disability similar; retirement—awards remain outstanding and vest on schedule based on actual performance .
Long-Term Incentive Program – Time-Based Awards (3-year ratable)
| Grant Year | Grant Date | Form | Units Awarded | Vesting |
|---|---|---|---|---|
| 2024 | 1/02/2024 | Time-Based Units | 5,124 | 1/3 each year over 3 years |
| 2025 | 1/02/2025 | Time-Based Units | 7,428 | 1/3 each year over 3 years |
- CIC or death/disability/retirement: time-based awards become fully vested .
Equity Ownership & Alignment
Beneficial Ownership (Record Date: Mar 7, 2025)
| Holder | Beneficially Owned | Notes |
|---|---|---|
| Scott A. Musil | 192,580 | Includes 2,175 shares as UTMA custodian; 12,631 Time-Based Units; 99,126 Units; less than 1% of outstanding . |
Outstanding Equity at FY-end 2024 (12/31/2024)
| Category | Units/Share Equivalents (#) | Market/Payout Value ($) |
|---|---|---|
| Time-Based Units (unvested) | 10,023 | 502,453 (at $50.13) |
| Performance Units (unearned, incl. accrued div. equivalents) | 30,108 | 1,509,314 (at $50.13) |
- Time-based vesting schedule from current unvested: 4,820 (Jan 2025), 3,495 (Jan 2026), 1,708 (Jan 2027) .
- 2024 vested: 14,311 units/shares; value realized $729,850 (includes 2022 Performance Units vesting at 56.27% and time-based units) .
- Stock ownership guidelines: CFO must hold 4x salary; FR states all NEOs comply; anti‑hedging and anti‑pledging in effect, reducing misalignment risk .
Employment Terms
Severance/Change-in-Control (CIC) Economics
- Musil does not have a standalone employment agreement; covered by FR’s CIC Policy .
- CIC Policy for NEOs (other than CEO): upon qualifying termination from four months before to 18 months after a CIC, benefits include: lump sum cash equal to 200% of (highest base salary in last 12 months + average bonus for prior two years), pro‑rated bonus (greater of target or average bonus, net of any already paid), and 12 months of medical/life/disability benefits (or cash equivalent); subject to release and restrictive covenants .
- Restrictive covenants: non‑compete and customer non‑solicit 2 years for CFO; employee non‑solicit 2 years; non‑disparagement and confidentiality perpetual .
Estimated Benefits (as of 12/31/2024)
| Trigger | Severance ($) | Accelerated Equity ($) | Medical ($) |
|---|---|---|---|
| Change of Control (no termination) | — | 1,894,906 | — |
| Termination in connection with CIC | 2,719,000 | — | 29,361 |
| Termination without cause (outside CIC window) | — | — | — |
| Death or Disability | — | 1,894,906 | — |
- Clawback: Dodd‑Frank compliant Compensation Recovery Policy adopted Nov 1, 2023; covers cash/equity incentive comp for 3 prior fiscal years in case of restatement .
- Options: FR does not currently grant options; no outstanding stock options as of 12/31/2024, reducing repricing risk .
Performance & Track Record
- 2024 operating highlights include 8.1% cash same‑store NOI growth, 50.8% cash rental rate growth on leasing, 96.2% occupancy, and dividend growth (15.6% in 2024; Q1’25 dividend to $0.445, +20.3%) .
- Pay‑versus‑performance: $100 investor value at $136.6 for FR vs $117.6 FTSE Nareit All Equity REIT Index in 2024; FFO per diluted share/unit of 2.65 in the PVP table; net income $296M .
- Bonus plan results: FFO $2.73 (excl. bonus accrual) at 125% payout for that metric; FCCR 4.70x at 125%; SS NOI growth 8.09% at 80%; overall bonus pool funded at 110% .
- Say‑on‑pay support: ~95% approval in 2024; five‑year average ~92% (2020–2024) .
Compensation Structure Analysis
- High at‑risk mix: 76.6% average at‑risk for non‑CEO NEOs; equity awards are ~65% performance‑based and 35% time‑based; performance measured by relative TSR vs FTSE Nareit All Equity Index (46%) and industrial peer group (54%) over 3 years .
- No options; program relies on RSUs/Units; anti‑hedging/pledging, ownership guidelines (4x salary for CFO) and clawback strengthen alignment and risk controls .
- 2025 base pay change: CFO base salary increased to $428,000; 2024 cash bonus was $654,000 (110% of target) reflecting overall plan funding and individual objective attainment .
Equity Vesting & Potential Selling Pressure
- Scheduled time‑based vesting from existing awards: Jan 2025 (4,820 units), Jan 2026 (3,495), Jan 2027 (1,708) .
- Performance awards cliff‑vest at period end based on relative TSR: 12/31/2026 (2024 grant) and 12/31/2027 (2025 grant); payout ranges 0–225% of target depending on percentile; any vesting may create windows for liquidity, subject to ownership guidelines and blackout policies .
Governance, Policies, and Red Flags Review
- Ownership alignment: Compliant with stringent stock ownership guidelines; anti‑hedging and anti‑pledging; no shares disclosed as pledged .
- Clawback and “Bad Actor” policies are in place; say‑on‑pay support is strong; no related party transactions disclosed for the Compensation Committee in 2024 .
- No company options outstanding; no repricings; reduces misalignment risk from underwater options .
Investment Implications
- Alignment: CFO compensation is heavily performance‑based with multi‑year relative TSR metrics and strict ownership/anti‑hedge/pledge policies—supportive of shareholder alignment and risk control .
- Retention: No severance outside a CIC window; however, substantial unvested equity (time‑ and performance‑based) and ownership guidelines promote retention; CIC protections (200% multiple) are standard for REIT peers and not excessive; non‑compete is 2 years .
- Execution signals: 2024 incentives were earned primarily on hard metrics (FFO, same‑store NOI, FCCR) with overall funding at 110%; FR outperformed the FTSE All‑Equity REIT Index in 2024 TSR terms, indicating incentives have been realizable alongside value creation .
- Trading/flow watch: Anticipate routine selling windows around January vesting dates (2025–2027) and at 2026/2027 performance measurement ends; monitor Form 4s around those periods, recognizing ongoing retention and ownership‑holding requirements .