Greg Lehmkuhl
About Greg Lehmkuhl
Greg Lehmkuhl (age 52) is President & Chief Executive Officer of Lineage, Inc. and has served as CEO since June 2015; he joined the board as a director at the July 2024 IPO. He holds a Bachelor of Material and Logistics Management from Michigan State University and an MBA from Oakland University . Under his leadership, Lineage executed the largest IPO of 2024 and the largest REIT IPO in history, reduced leverage to under 5x, and obtained investment-grade ratings from Moody’s and Fitch; 2024 revenue was $5.3 billion with 78% same-warehouse physical occupancy, while adjusted EBITDA and AFFO per share increased . Pay-versus-performance disclosure shows a 2024 TSR of $72 on an initial $100 investment from the July 26, 2024 listing, versus $101 for the MSCI US REIT Index peer group; 2024 net loss was $(751) million and Management Adjusted EBITDA was $1,342 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Con-Way, Inc. | President; Corporate Executive Vice President | 2001–2011 | Led executive roles at a major logistics firm, relevant to Lineage’s cold chain operations . |
| Menlo Logistics | Management positions | Prior to 2001 | Logistics management experience underpinning operational excellence . |
| Delphi Automotive | Management positions | Prior to 2001 | Automotive supply chain expertise applicable to process rigor . |
| Penske Logistics | Management positions | Prior to 2001 | End-to-end logistics execution experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Agree Realty Corp. (NYSE: ADC) | Director | Since July 2018 | Real estate governance and REIT board experience enhances capital allocation and governance perspective . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 1,197,693 | 1,200,000 |
| Cash IPO Award ($) | — | 4,000,000 |
| All Other Compensation ($) | 1,183,994 | 441,362 |
| Total Fixed + Cash Special ($) | 2,381,687 | 5,641,362 |
Breakdown of 2024 perquisites and other compensation:
- Company 401(k) match: $8,352; personal use of company aircraft: $17,340; reimbursement of personal travel, entertainment and other expenses: $330,956; legal fees: $62,235; other (life insurance, executive physicals, auto allowance): $22,479 .
- Personal expense reimbursement program was generally discontinued as of April 1, 2024, with a $7,544 residual payment and a $223,293 catch-up for unused 2022–2023 benefits .
Performance Compensation
| Component | Metric | Weight | Target | Actual/Result | Payout vs Target | Payout ($) |
|---|---|---|---|---|---|---|
| Annual Bonus (2024) | Management Adjusted EBITDA (millions) | 70% | $1,400.0 | $1,342.3; 95.9% achievement | 36.9% (CEO schedule) | $542,769 |
| Annual Bonus (2024) | Individual objectives (ROA 66.67%; M&A 33.33%) | 30% | 100% | 115% achievement | 105.6% | $665,000 |
| Annual Bonus (2024) | Total payout | — | — | — | — | $1,207,769 |
Long-term incentives:
- 2024 time-vesting LTIP units: 268,422 LTIP units vest in three annual installments (first three anniversaries of April 1, 2024), with qualifying termination acceleration to the next regularly scheduled vesting date .
- 2024 performance-vesting LTIP units: total 946,185 units; base 805,264 units subject to AFFO per share (60%) and same-warehouse NOI (40%) goals over Jan 1, 2024–Dec 31, 2026; modified by relative TSR vs S&P 500 (25th/50th/75th percentile → 80%/100%/120%) with straight-line interpolation; distribution-equivalent units accrue dividends adjusted for reinvestment; change-in-control vests based on truncated performance to CIC date .
- 2025 annual awards: 57,951 time-vesting LTIP units; 204,275 total performance-vesting LTIP units (base 173,851); 57,950 time-vesting RSUs; 86,925 performance-vesting RSUs; TSR modifier measured vs MSCI US REIT Index; rationale includes retention amid macro challenges and critical initiatives .
Equity Ownership & Alignment
| Category | Quantity | Valuation/Notes |
|---|---|---|
| Beneficial ownership (rights to acquire) | 89,474 | Less than 1% of shares outstanding; no pledged shares disclosed . |
| Unvested time-vesting LTIP units at 12/31/2024 | 268,422 | $15,721,477 market value (at $58.57 per share) . |
| Unearned performance LTIP units (assuming period ended 12/31/2024 under disclosed assumptions) | 259,928 | $15,223,983 market value (at $58.57 per share; target AFFO, threshold NOI, TSR 80% modifier with truncated period adjustments) . |
| Stock ownership guidelines (CEO) | ≥6x salary | Compliance required by July 24, 2029 or fifth anniversary of appointment; hedging, options trading, margin purchases, and pledging prohibited . |
Additional alignment and liquidity context:
- In 2024, Greg Lehmkuhl redeemed BGLH units for $15.0 million cash pre-IPO; legacy investor equity is subject to a three-year coordinated settlement process with BGLH distributing shares (and potential cash settlements), which can create supply overhang independent of management awards .
Employment Terms
| Term | Details |
|---|---|
| Agreement | Amended and Restated Employment Agreement dated July 26, 2024 . |
| Initial Term & Renewal | Five-year initial term commencing July 26, 2024; automatic one-year renewals unless either party gives 90 days’ notice before term expiry . |
| Base Salary | $1,200,000; target annual bonus 175% of salary; max 350% . |
| Equity Eligibility | Eligible for annual equity under 2024 Plan at Board/Compensation Committee discretion . |
| Severance (Without Cause/Good Reason) | 2x salary + target bonus, Pro-Rata Annual Bonus + Prior Year Bonus, up to 24 months company-subsidized healthcare; increases to 3x and 36 months if termination occurs within 18 months post-change-in-control . |
| CIC Treatment (LTI awards) | Performance LTIP vest based on truncated performance to CIC date; unvested non-performance time awards generally do not accelerate absent termination per plan; performance awards also subject to pro-rata vesting on qualifying termination . |
| Post-termination (Death/Disability/Retirement/Family Disability) | Pro-Rata Annual Bonus + Prior Year Bonus . |
| 280G “Best Pay Cap” | Parachute payments will be paid in full or reduced to avoid excise tax to achieve better after-tax outcome . |
| Restrictive Covenants | Confidentiality and invention assignment; non-compete for 24 months after employment; non-solicit of customers/suppliers/service providers for 24 months . |
| Clawback | Compensation recovery policy adopted post-IPO, applies to erroneously paid incentive compensation for Section 16 officers on or after July 24, 2024 . |
Board Governance
- Board service: Director since IPO (July 2024); CEO + Director dual role; not a committee member; majority independent board with Lead Independent Director (Lynn Wentworth) presiding over executive sessions and approving agendas .
- Committee structure: Audit Committee (chair Joy Falotico; all independent, all financially literate, all audit committee financial experts), Compensation Committee (chair Adam Forste, Co-Executive Chairman; includes independent members), Equity Award Committee (chair Lynn Wentworth; independent), Nominating & Corporate Governance Committee (chair Kevin Marchetti; includes independent member) .
- Controlled company: Affiliates of Bay Grove own >50% voting power; Lineage qualifies for Nasdaq “controlled company” exemptions and does not have fully independent compensation and nominating committees, creating independence considerations while maintaining independent representation and executive sessions .
Compensation Committee Analysis
- Membership: Adam Forste (Chair), John Carrafiell, Michael Turner, Lynn Wentworth, James Wyper; independent members identified by Nasdaq standards .
- Consultant: Pay Governance engaged; services included compensation design, peer group development, severance arrangements; Compensation Committee found no conflicts of interest; services limited to compensation-related advisory .
- Peer group: 2024 peer set includes Americold, C.H. Robinson, Conagra, Digital Realty, Equinix, Extra Space, Hilton, Hyatt, J.B. Hunt, Kellanova, Norfolk Southern, Old Dominion, Prologis, Public Storage, Simon Property Group, US Foods; 2024 NEO total compensation set in upper quartile considering experience, performance, scope, and retention needs .
Director Compensation (Executive Director)
- As CEO, Greg received no additional compensation for board service; director compensation details apply to non-employee directors only .
Compensation Structure Analysis
- Mix shift to equity and performance: 2024 grants heavily weighted to LTIP units with performance tranches tied to AFFO per share, NOI growth, and relative TSR; distribution equivalents add dividend alignment; 2025 program adds PRSUs and expands retention through larger performance RSUs for CEO, reflecting market competition for executive talent .
- One-time IPO awards: 2024 included cash IPO award ($4.0 million) and vesting of BGLH Restricted Units (31,088 units), elevating reported stock award fair value; no stock options granted in 2024 .
- Governance levers: Clawback implemented; stock ownership guidelines impose ≥6x salary for CEO by July 24, 2029; hedging and pledging prohibited, improving alignment .
Vesting Schedules and Insider Selling Pressure
- Near-term vesting: Time LTIP units vest in equal annual tranches over three years from April 1, 2024; performance LTIP units vest after measurement through Dec 31, 2026 with TSR modifier .
- Overhang: BGLH intends to distribute its holdings over up to three years post-IPO via coordinated settlements, with demand-registration rights enabling issuer-funded redemptions; this process can add supply independent of management award vesting and may affect trading dynamics .
- 2024 related liquidity: Greg redeemed BGLH units for $15.0 million; executive loans repaid prior to IPO; no pledging disclosed for beneficially owned shares .
Say-on-Pay & Shareholder Feedback
- 2025 agenda includes advisory vote on executive compensation and vote on frequency; Board recommends FOR the say-on-pay and ONE YEAR frequency .
Performance & Track Record
- Strategic execution: Largest 2024 IPO and largest REIT IPO; deleveraging to <5x and investment-grade ratings; expanded margins and improved adjusted EBITDA and AFFO/share in 2024; 100th patent milestone and rollout of proprietary LinOS to enhance automation and productivity .
- Operating metrics: Same-warehouse physical occupancy 78% with improved truck turn times and best warehouse labor productivity on record .
- Market performance: 2024 TSR $72 vs peer group $101 from IPO date; net loss $(751) million; Management Adjusted EBITDA $1,342 million .
Equity Ownership Detail at Year-End
| Award Type | Shares/Units Unvested (12/31/2024) | Market Value ($) |
|---|---|---|
| Time-vesting LTIP | 268,422 | 15,721,477 (at $58.57) |
| Performance LTIP (assumed case per disclosure) | 259,928 | 15,223,983 (at $58.57) |
Multi-Year Compensation Summary (CEO)
| Component | 2023 ($) | 2024 ($) |
|---|---|---|
| Salary | 1,197,693 | 1,200,000 |
| Bonus (Cash IPO Award) | — | 4,000,000 |
| Stock Awards (ASC 718 fair value) | 5,433,313 | 62,492,311 |
| Non-Equity Incentive Plan Comp | 3,764,950 | 1,207,769 |
| All Other Compensation | 1,183,994 | 441,362 |
| Total | 11,579,950 | 69,341,442 |
Employment & Contracts Quick Reference
- Term: 5 years from July 26, 2024; auto-renew 1 year; 90-day non-renewal notice .
- Severance: 2x salary+target bonus; 3x with CIC termination; Pro-Rata Annual Bonus + Prior Year Bonus; 24/36 months healthcare .
- Covenants: 24-month non-compete and non-solicit; confidentiality/inventions .
- Clawback + Ownership: Dodd-Frank compliant clawback; ≥6x salary stock ownership by July 24, 2029; anti-hedging/pledging .
Investment Implications
- Alignment: Strong pay-for-performance with majority of new awards in performance LTIPs tied to AFFO per share, same-warehouse NOI growth, and relative TSR; ownership policy, clawback, and anti-hedging/pledging strengthen alignment, while 2024 one-time IPO awards elevated reported pay .
- Retention vs pressure: Significant unvested awards through 2026, plus added 2025 RSUs/LTIPs for the CEO, support retention; however, BGLH’s multi-year equity distribution and issuer-facilitated redemptions can create supply overhang risk unrelated to CEO vesting and may influence trading dynamics .
- Governance risk checks: Controlled-company status and Compensation Committee chaired by a Co-Executive Chairman reduce formal independence despite lead independent director oversight and independent Audit/Equity Award committees; monitor say-on-pay outcomes and any related-party transaction evolution for investor sentiment .
- Performance levers: Bonus and LTI metrics emphasize Management Adjusted EBITDA, AFFO per share and NOI growth—watch these KPIs and TSR relative to REIT peers to anticipate payout scaling and potential selling windows around vesting dates and performance determinations .