Joy Falotico
About Joy Falotico
Independent director of Lineage, Inc.; age 57; joined the Lineage Holdings board in December 2022 and serves on Lineage’s board since the IPO in July 2024. Former President of Lincoln Motor Company (2018–2022), Ford Motor Company Chief Marketing Officer (2018–2021), and CEO of Ford Motor Credit Company (2016–2018). Education: B.S. in Business Administration, Truman State University; MBA, DePaul University. She is currently audit committee chair and is deemed independent under Nasdaq rules and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lincoln Motor Company (Ford) | President | Mar 2018 – Nov 2022 | Led premium brand; executive leadership |
| Ford Motor Company | Chief Marketing Officer | Mar 2018 – Jan 2021 | Global marketing leadership |
| Ford Motor Credit Company | CEO | Oct 2016 – Feb 2018 | Oversaw finance subsidiary; prior COO |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Alliant Energy Corp (NASDAQ: LNT) | Director | Current | Chair, Audit; Member, Executive; Member, Operations |
| Lincoln Electric Holdings Inc. (NASDAQ: LECO) | Director | Current | Member, Audit; Member, Nominating & Corporate Governance |
| American Financial Services Association | Board & Executive Committee | Prior | Executive committee member |
| Ford Motor Credit Company | Board & Audit Committee | Prior | Audit committee member |
| FCE Bank plc | Chair of the Board | Prior | Board chair |
Board Governance
- Committee assignments: Audit Committee (Chair); Audit met 4 times in 2024; board met 2 times in 2024 with all directors attending at least 75% of meetings during their service period. She is designated independent and an audit committee financial expert.
- Controlled company: Lineage qualifies as a Nasdaq “controlled company” due to Bay Grove affiliates owning >50% voting power; compensation and nominating committees are not fully independent (Audit is fully independent). Governance exemptions may reduce certain protections versus non-controlled issuers.
- Lead Independent Director: Lynn Wentworth is lead independent director; independent directors meet in executive session at least twice per year.
- Related party transactions oversight: Audit Committee reviews and approves related person transactions.
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (post-IPO program) | $120,000 | Paid quarterly; pro-rated for partial service |
| Committee chair – Audit | $30,000 | Annual chair retainer |
| Committee member – non-chair | $15,000 (Audit); $15,000 (Comp); $10,000 (Nominating) | Annual retainers per committee |
| Expense reimbursement cap | Up to $30,000 annually | Out-of-pocket board service expenses |
| 2024 Cash fees actually earned (Falotico) | $137,500 | Total fees earned/paid in cash |
Performance Compensation
| Equity Award | Grant | Instrument | Quantity/Value | Vesting | Notes |
|---|---|---|---|---|---|
| IPO RSU Award (directors) | 2024 (post-IPO) | RSUs | 1,152 units | Vested in full on Apr 1, 2025 (continued service) | Director grant under 2024 Plan |
| 2024 Stock Awards (grant-date fair value) | 2024 | RSUs | $95,478 | As per program | ASC 718 fair value |
| Unvested RSUs at 12/31/2024 | 2024 | RSUs | 1,152 units | Vested Apr 1, 2025 | Outstanding at year-end |
Performance metrics are not tied to non-employee director compensation; however, Lineage’s executive incentive metrics provide context for pay-for-performance alignment:
- Annual bonus metric: Management Adjusted EBITDA (threshold $1,309.0mm; target $1,400.0mm; max $1,491.0mm; 2024 actual $1,342.3mm; achievement 95.9%).
- Long-term equity performance goals (executives): AFFO per share and Same Warehouse NOI growth (base LTIP units vest at 0%/25%/50%/100% at below threshold/threshold/target/maximum) with TSR modifier vs S&P 500 (80% at 25th percentile, 100% at 50th, 120% at 75th). Performance period 1/1/2024–12/31/2026.
Other Directorships & Interlocks
- Designated to Lineage board by BGLH under the Stockholders Agreement; BGLH is the majority stockholder. This nomination right is disclosed and does not alter her Nasdaq independence status determined by Lineage’s board.
Expertise & Qualifications
- Finance and real estate experience; executive/senior leadership; technology and risk management skillsets per director skills matrix.
- Audit committee financial expert; extensive regulatory, board, and leadership experience.
Equity Ownership
| Metric | Detail |
|---|---|
| Shares beneficially owned (record date 3/24/2025) | 8,385 shares |
| Rights to acquire within 60 days | 1,152 RSUs (scheduled vesting) |
| Total beneficial ownership | 9,537 shares/rights |
| Ownership as % of outstanding | 9,537 / 228,207,882 ≈ 0.0042% (denominator from record date) |
| Pledging/Hedging | Company prohibits hedging and pledging; no director shares pledged as security. |
| Director ownership guideline | 5× annual cash retainer; compliance required by July 24, 2029 (or fifth anniversary of appointment). |
Insider Trades
| Date | Transaction | Quantity | Price | Resulting Direct Holdings | Source |
|---|---|---|---|---|---|
| Jul 26, 2024 | Open market purchase | 1,300 | $78.00 | 2,452 | https://openinsider.com/LINE |
| Jun 20, 2025 (filed) | Form 4 filed (reporting change incl. stock award grant on/around Jun 18, 2025) | — | — | — | https://www.sec.gov/Archives/edgar/data/1868159/000186815925000080/xslF345X03/wk-form4_1750454196.xml |
| Jun 18, 2025 | Stock Award (grant) reported | RSUs (price $0.00) | — | — | https://finance.yahoo.com/quote/line/insider-transactions/ |
Governance Assessment
- Strengths: Independent director and audit chair; qualified as audit committee financial expert; Audit Committee fully independent and oversees related party transactions; robust insider trading and hedging/pledging prohibitions; stock ownership guidelines for directors.
- Alignment: Holds shares and RSUs; guidelines require 5× retainer ownership by 2029, supporting long-term alignment.
- Potential conflicts/structural risks:
- Controlled company status: compensation and nominating committees not fully independent; nomination rights under Stockholders Agreement (BGLH, Stonepeak, BentallGreenOak) could influence board composition. Audit remains fully independent.
- Extensive related party transactions with Bay Grove/BGLH ecosystem; Audit Committee’s role in reviewing/approving related person transactions is critical to investor confidence.
- Attendance and engagement: Board and committees held meetings as disclosed; all directors met ≥75% attendance threshold.
RED FLAGS
- Controlled company exemptions on committee independence (Compensation and Nominating not fully independent) may be viewed as governance risk until control dissipates.
- Complex related-party arrangements with Bay Grove/BGLH (transition services, registration rights, equity settlements) require rigorous audit oversight to mitigate conflicts.
Positive Signals
- Audit chair with financial expertise; independent audit committee; explicit policies prohibiting hedging/pledging and adopting stock ownership guidelines enhance alignment and governance quality.