Brian McGowan
About Brian McGowan
Brian McGowan is Chief Network Optimization Officer at Lineage, Inc., serving in this role since May 2022 after earlier roles as President, Eastern US Operations and EVP, Continuous Improvement (from September 2019) and SVP of Lean (from July 2015). He previously held leadership roles at Con-Way Freight (Vice President of Lean), Menlo Worldwide, and Ford Motor Company, and holds a bachelor’s degree and an MBA from Wayne State University . He is age 51 per the company’s executive officer roster and participates in the firm’s weekly investment committee discussions (including M&A pipeline review), with executive incentives emphasizing AFFO per share growth and accretive risk-adjusted returns; performance-vesting awards company-wide incorporate AFFO per share, same-warehouse NOI growth, and relative TSR modifiers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lineage, Inc. | Chief Network Optimization Officer | Since May 2022 | Leads network optimization; member of investment committee evaluating global M&A pipeline and AFFO-per-share accretive deals |
| Lineage, Inc. | President, Eastern US Operations; EVP, Continuous Improvement | Since Sep 2019 | Oversaw operations and continuous improvement programs across Eastern US footprint |
| Lineage, Inc. | SVP of Lean | Since Jul 2015 | Built Lean practices, driving operational efficiency initiatives |
| Con-Way Freight | Vice President of Lean | Prior to Lineage (date not disclosed) | Led Lean transformation initiatives at a major freight operator |
| Menlo Worldwide | Leadership positions | Prior to Lineage (date not disclosed) | Operations and logistics leadership experience |
| Ford Motor Company | Leadership positions | Prior to Lineage (date not disclosed) | Manufacturing/operations leadership experience |
External Roles
No external board or outside positions for McGowan are disclosed in available filings .
Fixed Compensation
McGowan is not a Named Executive Officer (NEO) in the 2025 proxy, and his base salary and bonus targets are not disclosed. Company-wide, NEO base salaries and target bonuses are disclosed, but these do not include McGowan .
Performance Compensation
Company plan-level structure for performance-vesting long-term awards (used for NEO annual LTIP awards) provides a benchmark for incentive alignment:
| Metric | Weighting | Target Structure | TSR Modifier | Performance Period |
|---|---|---|---|---|
| Adjusted Core AFFO per share | 60% of “base” LTIP units | Vesting percentages scaled to grant size: Threshold 25%; Target 50%; Max 100% | Based on relative TSR vs S&P 500: 25th percentile → 80%; 50th → 100%; 75th → 120% | Jan 1, 2024 to Dec 31, 2026 (AFFO/NOI); TSR from IPO completion to Dec 31, 2026 |
| Same-warehouse NOI growth | 40% of “base” LTIP units | Threshold/Target/Max as above | TSR modifier applied to resulting unit vesting | As above |
- 2024 realized levels used in “Potential Payments” modeling: AFFO per share between threshold and target; NOI below threshold; TSR modifier at 80% (25th percentile), prorated for time elapsed as of Dec 31, 2024. These inputs were applied to NEO awards; McGowan-specific outcomes are not disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership at IPO (initial statement) | Legacy Class B Units representing vested partnership interests in Lineage OP, LP: 117,273.83 units, held indirectly via McGowan Units LLC (spouse as manager) |
| Nature and settlement of units | Legacy Class B Units reclassify into Partnership Common Units on a one-for-one basis over up to three years post-IPO; Partnership Common Units are redeemable for cash or, at issuer’s election, common stock on a one-for-one basis; no expiration |
| Redemption rights and timing (OP/Legacy OP units) | OP units redeemable beginning 14 months after issuance; Legacy OP Units reclassified into OP units over three years and then have same redemption rights without the 14-month wait |
| Stock ownership policy | Other executive officers must hold company securities valued at ≥3x annual base salary; compliance by July 24, 2029 or the fifth anniversary of appointment, whichever is later |
| Hedging/pledging prohibitions | Insider Trading Policy prohibits speculative trading (options/shorts), hedging/monetization (zero-cost collars, forwards), margin purchases, and pledging; board notes no shares beneficially owned by any executive officer/director have been pledged |
| Clawback | Dodd-Frank/Nasdaq-compliant clawback applies to Section 16 officers for erroneously paid incentive compensation, including time-vesting and performance-vesting equity |
Employment Terms
- Executive Severance Plan and amended employment agreements are disclosed for certain NEOs; McGowan’s individual employment agreement or severance participation is not disclosed. The company amended CEO/CFO employment agreements on April 17, 2025 to allow annual bonuses in cash and/or performance-vesting equity and adopted an amended Severance Plan reflecting similar treatment of unpaid prior-year bonuses; participants explicitly listed include Thattai, Rivera, and Smith, not McGowan .
- Insider Trading Policy, Stock Ownership Policy, and Clawback Policy apply firm-wide (executives and directors), with constraints on hedging/pledging and required ownership multiples for executive officers .
Related Party Transactions
- On September 30, 2020, McGowan received a $2.0 million loan from Lineage OP at 5.00% interest; the loan was repaid in full on December 15, 2023 .
Performance & Track Record
- Executive participation and influence: McGowan is part of Lineage’s weekly investment committee (with CEO, COO, CFO, Chairmen and M&A team) reviewing a multi-billion global M&A pipeline; management is “highly incented on AFFO per share growth,” focusing on risk-adjusted accretion and disciplined deal selection post-IPO .
- Company’s incentive alignment emphasizes AFFO per share, same-warehouse NOI, and relative TSR (S&P 500 comparator) for performance LTIPs; these are the levers tied to pay outcomes across senior executives .
Compensation Structure Analysis
- Shift to equity-linked annual bonus: In 2025, the company enabled annual bonuses to be paid in cash and/or performance-vesting equity, tightening pay-for-performance alignment and potentially deferring payout timing for equity tranches; this reform was codified in amended CEO/CFO agreements and the amended Severance Plan .
- Ownership discipline: Executive officers must meet 3x salary ownership guidelines by 2029, supported by broad prohibitions on hedging/pledging and a clawback regime—supporting alignment and mitigating sell pressure from leveraged positions .
- No stock options: The company did not grant stock options in 2024; long-term incentives utilize LTIP units/RSUs—typically lower volatility vs. options, with multi-year vesting and performance gates .
Risk Indicators & Red Flags
- Securities litigation overhang: Numerous law firm notices and class action announcements around Aug–Oct 2025 point to shareholder litigation risk at the company level, which can affect trading windows and executives’ liquidity planning [5] [6].
- Related party loan history: McGowan’s 2020 loan (fully repaid by Dec 2023) is disclosed; repayment mitigates ongoing conflict risk .
- Hedging/pledging safeguards: Formal prohibitions and disclosure that no executive/director shares are pledged reduce alignment concerns .
Investment Implications
- Alignment and retention: McGowan’s indirect ownership of 117,273.83 Legacy Class B Units that settle over up to three years and then become redeemable can create structured liquidity windows beginning as units are reclassified—monitor OP unit reclassification cadence and blackout periods for potential insider supply signals .
- Compensation levers: Firm-level incentives tied to AFFO per share, NOI growth, and relative TSR signal that network optimization, asset productivity, and accretive M&A (areas to which McGowan contributes) directly influence long-term equity vesting—positive for pay-for-performance alignment .
- Governance protections: Ownership guidelines, hedging/pledging bans, and clawbacks for Section 16 officers support alignment and reduce risk of adverse trading practices; however, the securities litigation backdrop is a headwind for sentiment and could affect vesting modifiers via TSR [5] [6].
- Data gaps: McGowan’s specific salary/bonus and award grants are not disclosed (non-NEO), so investors should monitor future Form 4s and proxy disclosures to quantify his cash/equity mix and vesting schedules for a complete insider pressure assessment.