John Carrafiell
About John Carrafiell
John Carrafiell (age 60) is an independent director of Lineage, Inc. and has served on the Lineage Holdings board since March 2021 and on Lineage, Inc.’s board since the IPO in July 2024. He is co-Chief Executive Officer of BentallGreenOak (BGO), a global real estate investment manager, and previously co-founded GreenOak Real Estate, which merged with Bentall Kennedy in 2019. He holds a B.A. in philosophy from Yale and brings extensive real estate, investment, audit, and public company governance experience to Lineage’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Head of European Real Estate; Global Head of Real Estate; member of investment bank global operating management committee | 1987–2009 (Europe from 1989); Global roles 2005–2007 | Led European real estate; senior operating governance experience |
| Canary Wharf | Director; Chair of Audit and Operating Committees | Jun 2004–Mar 2009 | Chaired key oversight committees; deep audit/process oversight |
| European Public Real Estate Association (EPRA) | Former Executive Member | N/A | Industry standards and policy engagement |
| Corio (Holland) | Supervisory Board Member | N/A | Public company oversight (Europe) |
| Deutsche Immobilien Chancen Group (Germany) | Supervisory Board Member | N/A | Public company oversight (Germany) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BentallGreenOak (BGO) | Co-Chief Executive Officer | Jul 2021–Present | Strategic leadership of global real estate firm |
| IREIT by BGO (logistics & industrial REIT) | Chairman of the Board | Jul 2023–Present | Board leadership in logistics/industrial real estate |
| Klépierre (publicly traded European REIT) | Director; Audit Committee Chair | Director since Jan 2015; Chair since Jul 2018 | Audit leadership; European REIT governance |
| Bulk Infrastructure (European data centers) | Board Member then Observer | Since Dec 2020 | Digital infrastructure exposure |
| Shurgard (European self-storage, public) | Director | Oct 2018–Feb 2020 | Public board experience |
Board Governance
- Committee assignments: Member, Compensation Committee; not chair. Compensation Committee met 2 times in 2024 and is composed of Forste (Chair), Carrafiell, Turner, Wyper, and Wentworth .
- Independence: Board determined Carrafiell is an independent director under Nasdaq rules .
- Investor designation and chair restrictions: As BentallGreenOak’s designee under the Stockholders Agreement, he must be nominated while BGO holds the requisite stake; BentallGreenOak’s director is not permitted to serve as chair of the board or any committee .
- Attendance: The board held 2 meetings in 2024; all directors then serving attended at least 75% of aggregate board and committee meetings during their service period .
- Controlled company context: Lineage is a “controlled company” under Nasdaq due to Bay Grove’s >50% voting power; compensation and nominating committees are not entirely independent, which reduces certain shareholder protections until control ceases .
- Shareholder support: At the June 18, 2025 annual meeting, Carrafiell received 219,405,655 “For”, 307,223 “Against”, 34,282 “Abstain” votes; Say‑on‑pay was approved on an advisory basis (185,516,251 “For”, 34,216,033 “Against”, 14,876 “Abstain”) and stockholders selected a one‑year say‑on‑pay frequency .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $0 | Proxy explicitly notes none of Mr. Carrafiell, Forste, Marchetti, Taylor, or Wyper received director compensation in 2024 |
| Stock Awards ($) | $0 | No RSUs granted to investor‑designated directors |
| Total ($) | $0 | — |
- Program design: Post‑IPO Director Compensation Program applies to “Eligible Directors” (non‑employee directors other than investor designees); investor‑designated directors (e.g., BentallGreenOak designee) are excluded from the cash retainer and equity grants .
Performance Compensation
- No performance‑based or equity awards disclosed for Mr. Carrafiell as a director in 2024; investor‑designated directors did not receive RSUs or options under the post‑IPO program .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee |
|---|---|---|---|
| Klépierre | Public | Director | Audit Committee Chair |
| Shurgard | Public | Director | N/A (prior role) |
| IREIT by BGO | Public (REIT) | Chairman | Board leadership |
| Bulk Infrastructure | Private | Member/Observer | N/A |
- Interlocks/conflicts context: Carrafiell is BGO co‑CEO and the BentallGreenOak designee to Lineage’s board; the Stockholders Agreement embeds investor rights (e.g., nomination, removal protections), and prohibits the BGO director from chair roles at Lineage, mitigating—but not eliminating—potential influence concerns .
Expertise & Qualifications
- Skills: Finance & Accounting, Real Estate, Executive/Senior Leadership, Global/International, Risk Management (per board skills matrix) .
- Education: B.A. in philosophy, Yale University .
- Rationale for board service: Extensive real estate, investment, and public company experience cited by the board .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares Beneficially Owned | — | No beneficial ownership reported for Carrafiell as of Mar 24, 2025; outstanding shares were ~228,207,882 |
| Rights to Acquire (within 60 days) | — | None reported |
| Percent of Outstanding | — | Not reported; table shows blanks for Carrafiell |
| Pledged Shares | None | Proxy notes no shares beneficially owned by any executive officer/director were pledged |
Governance Assessment
- Strengths: Independent status under Nasdaq; deep audit and risk oversight credentials (Audit Chair at Klépierre; prior chair roles at Canary Wharf); strong shareholder support in 2025 election; board has a lead independent director and independent audit committee .
- Alignment concerns: As BentallGreenOak’s designee and BGO co‑CEO, Carrafiell is investor‑affiliated; Stockholders Agreement grants investor nomination and removal protections, and Lineage operates under “controlled company” exemptions—both reduce certain governance safeguards versus fully independent boards. The BentallGreenOak director is barred from chair roles (a mitigating control), but investor influence remains a consideration .
- Incentive alignment: Mr. Carrafiell received no director cash or equity compensation in 2024 due to investor‑designee status, limiting direct board‑level pay‑for‑performance alignment via RSUs/retainers; this is consistent with the program design excluding investor‑designees .
- Attendance/engagement: Board and committee meetings occurred regularly in 2024, with all directors meeting at least the 75% attendance threshold; Compensation Committee met twice, suggesting periodic engagement on pay, clawbacks, and succession .
- RED FLAGS: Controlled company status; investor designation and removal protections; exclusion from director compensation program (no equity retainer) may reduce personal ownership alignment relative to independent “Eligible Directors” .
Note: The Audit Committee is responsible for reviewing/approving related person transactions and overseeing financial, IT, and cyber risks, providing a formal channel to manage conflicts if any arise from investor affiliations .