Kevin Marchetti
About Kevin Marchetti
Co-Founder and Co-Executive Chairman of Lineage, Inc.; age 47. Background includes Managing Partner at Bay Grove since 2007, prior roles at The Yucaipa Companies and Morgan Stanley’s investment banking group in San Francisco; current trustee at the San Francisco Museum of Modern Art and prior board roles at the Pittsburgh Penguins, San Francisco Zoological Society, and International Association of Refrigerated Warehouses . During 2024, the company delivered $5.3B in revenue, expanded margins, increased adjusted EBITDA and AFFO per share, and maintained 78% same-warehouse physical occupancy; initial public market TSR from IPO through year-end implied $72 for a $100 investment, lagging the MSCI US REIT Index peer group at $101 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bay Grove Capital Group LLC | Managing Partner; Co-Founder of Lineage’s original owner-operator | Since 2007 | Long-term investment leadership, M&A, capital strategy for cold storage platform |
| The Yucaipa Companies | Investment professional | — | Private equity/operations experience |
| Morgan Stanley (Investment Banking, San Francisco) | Analyst/Associate | — | Foundation in capital markets and corporate finance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| San Francisco Museum of Modern Art | Trustee | Current | Cultural institution governance and network reach |
| Pittsburgh Penguins | Director (prior) | — | Sports franchise governance |
| San Francisco Zoological Society | Director (prior) | — | Non-profit governance |
| International Association of Refrigerated Warehouses | Director (prior) | — | Industry network and standards |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Board fees (cash) | $0 | Marchetti did not receive director compensation in 2024 |
| Stock awards (RSUs) | $0 | No RSUs granted to Marchetti for board service in 2024 |
| Total | $0 | — |
Distributions received via legacy ownership interests (BGLH, BG Cold, Bay Grove) are not classified as company-paid compensation; they accrued to entities controlled by Bay Grove and its affiliates and ultimately benefit founders (including Marchetti) through ownership, not director compensation .
Performance Compensation
Not disclosed for Mr. Marchetti. Company-wide incentive design for NEOs in 2024 tied to Management Adjusted EBITDA (70% weighting) and individual objectives (30%), illustrating pay-for-performance alignment at the top of the organization .
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Achievement |
|---|---|---|---|---|---|---|
| Management Adjusted EBITDA ($MM) | 70% | $1,309.0 | $1,400.0 | $1,491.0 | $1,342.3 | 95.9% |
Equity Ownership & Alignment
| Item | Value | Details |
|---|---|---|
| Common shares beneficially owned | 157,406,307 | Through BG Lineage Holdings and entities |
| Rights to acquire shares (OP units/OPEUs/RSUs) | 22,730,773 | Includes OP units and OPEUs exchangeable into OP units |
| Total beneficial ownership | 180,137,080 | — |
| % of common stock (beneficial) | 71.7% | Based on shares and units outstanding |
| Shares pledged | None | No pledging by directors/executives |
| OPEUs exchangeability | Two years post-IPO | OPEUs can be exchanged into OP units after two years (July 2026) |
- Stock ownership policy requires non-employee directors to hold 5x annual cash retainer; executives 3–6x of base salary; compliance required by July 24, 2029 (or 5 years from appointment) .
- Hedging, short sales, margin purchases, and pledging of company securities are prohibited under insider trading policy .
Employment Terms
- Non-compete: Restrictive covenants agreement prohibits Marchetti and Forste from competing with Lineage until the earlier of July 26, 2027 or cessation of equity ownership .
- Stockholders Agreement: As a controlled company founder, Marchetti benefits from director designation rights allocated to BGLH and allied investors; director removal is restricted; company owes founders tax-protective structuring in significant exit transactions and must maintain sufficient debt allocations or offer guarantees to prevent gain recognition; founders retain protections as long as ≥40% of their interest remains (or adjusted basis via death) .
- Transition Services Agreement: Bay Grove Management contracted to provide capital deployment/M&A support through July 26, 2027 for $8.0M per year (plus expenses); founders indirectly benefit via BG Capital ownership .
- Registration Rights: BGLH has demand and piggyback rights covering 157,216,306 shares plus 21,248,605 OP units; cash settlements may require company offerings to purchase shares distributed to legacy investors, contributing to potential selling pressure .
- Clawback: Dodd-Frank/NYSE-compliant policy for recovery of erroneously awarded incentive compensation for Section 16 officers (covers equity awards as well) .
Board Governance
| Committee | Role | Independence |
|---|---|---|
| Nominating & Corporate Governance | Chair: Kevin Marchetti | Not independent; committee includes founders (controlled company exemption) |
| Compensation Committee | Chair: Adam Forste; members include independent directors | Not fully independent under controlled company exemption; Pay Governance engaged as independent advisor |
| Audit Committee | Chair: Joy Falotico; members Falotico, Wentworth, Turner | Fully independent; all financially literate; multiple financial experts |
| Equity Award Committee | Chair: Lynn Wentworth; members Wentworth, Turner | Independent; administers Section 16 equity and clawback recoveries |
- Controlled company: Bay Grove affiliates own >50% voting power; Lineage uses Nasdaq “controlled company” exemptions for compensation and nominating/governance committees (not entirely independent) .
- Lead Independent Director: Lynn Wentworth; responsibilities include presiding over executive sessions, agenda approval, liaison role with CEO and Co-Executive Chairmen .
- Board attendance: All directors attended ≥75% of board/committee meetings in 2024 .
- Executive sessions: Independent directors meet at least twice per year in executive session .
Director Compensation
| Year | Cash Retainer | Committee Fees | Equity | Total |
|---|---|---|---|---|
| 2024 (Marchetti) | $0 | $0 | $0 | $0 |
Non-employee director program (post-IPO) provides $120,000 annual cash retainer plus committee fees and ~$200,000 annual RSU grants for eligible directors; executive directors and Executive Chairmen are excluded .
Performance & Track Record
| Metric | FY 2024 | Notes |
|---|---|---|
| Total Revenue ($USD Billions) | $5.3 | Scale across global network |
| Same-Warehouse Physical Occupancy | 78% | Operational throughput |
| Value of $100 Investment at IPO (to 12/31/24) | $72 | Company TSR since listing |
- Strategic execution in 2024: Largest U.S. IPO of 2024 and largest REIT IPO ever; leverage reduced to under 5x; earned investment-grade ratings from Moody’s and Fitch .
- Network and innovation: Patents reached 100; LinOS rollout and automated facilities improved productivity and safety .
Compensation Committee Analysis
- Independent consultant: Pay Governance advised on executive and director compensation, peer group design, and severance arrangements; committee determined no consultant conflicts .
- Peer group: REITs and logistics/consumer/transport peers (e.g., Prologis, Equinix, Public Storage, Americold, Old Dominion) used to benchmark pay; 2024 NEO total comp targeted upper quartile based on performance/roles .
- Governance features: Clawback, stock ownership guidelines, prohibition of hedging/pledging; equity grants not timed around material disclosures .
Say-on-Pay & Shareholder Feedback (2025 AGM)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay (NEO Compensation) | 185,516,251 | 34,216,033 | 14,876 | 2,847,408 |
| Say-on-Frequency | 219,399,466 (1 Year) | 6,311 (2 Years) | 326,702 (3 Years) | 14,681 |
All ten directors (including Marchetti) were re-elected; PwC ratified as auditor .
Equity Overhang & Insider Selling Pressure
- Coordinated settlements: BGLH will wind down and distribute all shares over up to three years post-IPO, with investors able to elect cash settlements that require company-led repurchases—introducing periodic supply overhang and potential capital allocation impacts .
- Put Option Agreement: Special redemption/top-up rights for certain legacy equity classes (Legacy Class A-4 OP units) with price floors tied to specified thresholds during the exercise window (Sept 2024–Dec 2025) .
- No pledging: Founders and directors have not pledged shares; hedging and monetization transactions are prohibited by policy .
Risk Indicators & Red Flags
- Controlled-company governance: Executive founders chair compensation and nominating committees; independence exceptions raise concerns about objective oversight of pay and director nominations .
- Related-party economics: Transition services fees ($8M/year through 2027) and historic operating services reimbursements benefit Bay Grove affiliates; founders indirectly benefit via BG Capital ownership .
- Registration rights & liquidity structures: Demand rights to facilitate cash settlements (157.2M shares + 21.2M OP units) can prompt repurchases/issuances, affecting float and capital priorities .
- Tax-protection obligations: Stockholders Agreement requires tax-deferred structuring and debt allocation maintenance for founders in significant transactions—may constrain deal structures .
Investment Implications
- Strong alignment via ownership: Marchetti’s 71.7% beneficial stake embeds long-term alignment but concentrates control, making independent oversight and minority protections critical .
- Governance risk: Dual executive-chair structure and chairing the nominating committee by a non-independent executive elevates entrenchment risk; rely on the Lead Independent Director and independent Audit/Equity Award Committees as counterbalances .
- Supply overhang: Planned BGLH distributions and cash settlements, plus special redemption rights, create ongoing insider-driven supply and potential repurchase needs—watch company capital allocation and secondary/structured sale activity .
- Pay-for-performance indicators: While Marchetti’s individual compensation isn’t disclosed, firm-level incentives and clawback/ownership policies suggest disciplined design for NEOs; 2025 say-on-pay passed, supporting broader compensation approach .
- Execution track record: 2024 operating milestones (investment-grade ratings, leverage reduction, margin improvements, innovation) validate founder-led strategy; initial public TSR underperformance vs peer index warrants monitoring of post-IPO equity transitions and growth execution .