Robert Crisci
About Robert Crisci
Robert (Rob) Crisci, age 49, served as Chief Financial Officer of Lineage, Inc. from April 2023 through the appointment of his successor effective November 10, 2025; he is remaining through a transition period . He previously was CFO of Roper Technologies (2017–2023) and helped lead growth in Roper’s market capitalization from ~$12B to >$45B, and earlier held roles in investment banking and private equity; he holds an A.B. in Economics from Princeton and an M.B.A. from Columbia Business School . During his CFO tenure, Lineage completed its July 2024 IPO; for 2024, Lineage reported ~$5.3B revenue, Management Adjusted EBITDA of ~$1.34B, and a net loss of ~$751M; a hypothetical $100 investment at IPO was worth ~$72 at 2024 year-end (PEER RMZ ~$101) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Roper Technologies (NYSE: ROP) | Chief Financial Officer | May 2017 – Feb 2023 | Helped lead growth in market cap from ~$12B to >$45B; senior finance leadership across portfolio |
| Roper Technologies | Finance and executive roles | Apr 2013 – May 2017 | Corporate development/finance leadership prior to CFO role |
| VRA Partners | Investment banking | 2012 – Apr 2013 | Advised on capital raising and M&A |
| Morgan Keegan (acquired by Raymond James) | Investment banking | 2010 – 2012 | M&A and capital markets advisory |
| Devon Value Advisers | Vice President | 2004 – 2009 | Buy/sell-side transaction advisory, recapitalizations, strategic acquisitions |
| Deloitte & Touche LLP | Consultant | Prior period | Early career consulting |
External Roles
| Organization | Role | Years |
|---|---|---|
| MasterBrand Cabinets, Inc. | Director | Current |
Fixed Compensation
| Component | Detail | Amount |
|---|---|---|
| Base Salary (2024) | Annual | $700,000 |
| Target Annual Bonus | % of base salary | 125% |
| Actual Annual Bonus (2024) | Paid Q1’25 | $621,058 |
| IPO One-time Cash Award (2024) | Fully vested at grant | $1,250,000 |
Performance Compensation
2024 Annual Bonus Payout (weighting, performance, and payout)
| Metric | Weight | Target framework | 2024 Result/Achievement | Payout as % of target |
|---|---|---|---|---|
| Management Adjusted EBITDA | 70% | Threshold/Target/Max; NEOs: 20%/100%/200% | $1,342.3M vs $1,400.0M target (95.9% achieve) | 49.5% |
| Individual Objectives (Crisci) | 30% | Four goals: Finance org/talent; forecasting & guidance; LT financial planning; investor/stakeholder communications (25% each) | 121% achievement | 121% |
| Total Cash Bonus (2024) | — | — | — | $621,058 |
Long-term Incentives (structure and vesting)
| Award | Quantity | Vesting schedule | Performance metrics / modifier |
|---|---|---|---|
| Replacement LMEP LTIP units (post-IPO) | 55,556 | Time-vest in equal annual installments over 3 years from April 1, 2024 | None (time-based) |
| 2024 Time-Vesting LTIP units | 52,632 | Equal annual installments over 3 years from April 1, 2024 | None (time-based) |
| 2024 Performance-Vesting LTIP “base” units | 157,895 (base; max 185,527 incl. DEUs) | Performance period 1/1/2024–12/31/2026 | 60% AFFO/share; 40% same-warehouse NOI growth; TSR modifier vs S&P 500 (80% at 25th, 100% at 50th, 120% at 75th percentile) |
| 2025 Time-Vesting LTIP units | 10,732 | Time-vest per award terms (three-year schedule consistent with annual awards) | None (time-based) |
| 2025 Performance-Vesting LTIP “base” units | 32,195 (base; max 37,829 incl. DEUs) | Performance period through 12/31/2027 | 60% AFFO/share; 40% NOI; TSR modifier vs MSCI US REIT Index (changed for 2025 awards) |
| 2025 Special RSU Award (one-time) | 87,859 | Vests 50% on each of the first two anniversaries of 4/1/2025; if terminated without cause/for good reason, or on retirement/death/disability, vests to the next scheduled tranche | Time-based (retention) |
Notes: Distribution equivalent units (DEUs) accrue on performance LTIPs and settle based on actual performance and share price/dividend reinvestment mechanics .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 3/24/2025) | 10,000 shares held; 36,062 rights to acquire (LTIPs/RSUs), total 46,062 beneficially owned (<<1% outstanding) |
| Unvested outstanding (12/31/2024) | 55,556 (replacement time-vesting LTIPs); 52,632 (2024 time-vesting LTIPs); 50,967 performance-vesting base LTIPs deemed outstanding at YE based on then-assessed performance (market value $2.99M at $58.57) |
| Stock ownership guidelines | CFO required to hold 4x base salary by July 24, 2029 (or 5 years from becoming an executive, if later) |
| Hedging/pledging | Prohibited: no options/short sales/hedges/margin or pledging company stock |
| Clawback | Dodd-Frank/Nasdaq-compliant policy adopted at IPO; applies to time- and performance-based equity |
Employment Terms
| Provision | Key terms |
|---|---|
| Employment agreement | Amended & restated at IPO (7/26/2024) |
| Base salary and bonus | Base $700,000; target bonus 125% of base (cash and/or performance equity beginning in 2025) |
| Severance (termination w/o cause or for good reason) | 1x (or 1.5x within 18 months post-Change-in-Control) of base + target bonus; Prior Year Bonus; company-subsidized COBRA for 12 months (18 months in CIC window); release required |
| 280G “best pay cap” | Cutback vs full pay to maximize after-tax outcome |
| Restrictive covenants | Non-solicitation and related covenants in original agreements; standard ongoing restrictions under company policies |
Compensation Summary (W-2 style disclosure)
| Metric | 2024 | 2023 |
|---|---|---|
| Salary ($) | 700,000 | 465,769 |
| IPO/Other Bonus ($) | 1,250,000 (IPO cash award) | — |
| Stock Awards ($) | 16,666,276 | 14,367,378 |
| Non-Equity Incentive Comp ($) | 621,058 | 1,112,053 |
| All Other Comp ($) | 11,346 | 14,987 |
| Total ($) | 19,248,680 | 15,960,187 |
Performance & Track Record (company-level during Crisci’s CFO tenure)
| Metric | 2024 |
|---|---|
| Revenue | ~$5.3 billion |
| Management Adjusted EBITDA | $1,342 million |
| Net Income (Loss) | $(751) million |
| TSR since IPO (to 12/31/2024; $100 initial) | $72; Peer RMZ $101 |
Additional operating notes: 2024 same-warehouse occupancy 78% (operational KPI cited in shareholder letter) .
Vesting Schedules and Potential Selling Pressure
- Time-vesting LTIPs from 2024 (52,632) and replacement LTIPs (55,556) vest in equal annual installments over three years starting April 1, 2024; additional 2025 time-vesting LTIPs (10,732) follow the standard annual schedule .
- 2024 performance-vesting LTIPs (base 157,895) cliff-vest after the 1/1/2024–12/31/2026 performance period (subject to AFFO/share, NOI growth, and TSR modifier vs S&P 500); 2025 performance LTIPs (base 32,195) run through 12/31/2027 with TSR modifier vs MSCI US REIT Index .
- 2025 special RSUs (87,859) vest 50% on each of the first two anniversaries of April 1, 2025; if terminated without cause/for good reason or due to retirement/death/disability, additional acceleration to the next scheduled vest applies, which may reduce forced sales to cover taxes upon separation .
These schedules imply periodic supply from time-based tranches (subject to personal diversification/tax planning) and larger potential settlements at the end of 2026/2027 when performance awards determine vesting .
Equity Ownership & Pledging Alignment
- Ownership is modest in absolute terms (10,000 shares plus 36,062 rights to acquire); policy requires CFOs to achieve 4x salary ownership by mid-2029; no pledging or hedging is allowed—positive for alignment risk control .
Employment & Change-in-Control Economics
- Change-in-control severance enhances to 1.5x base + target bonus and 18 months COBRA; time-based awards are eligible for accelerated vesting of the next scheduled tranche on qualifying terminations; performance awards are treated based on actual/assessed outcomes with pro-ration per plan terms .
- “Best pay cap” mitigates 280G excise tax exposure .
Governance, Controls, and Say-on-Pay Context
- Lineage is a “controlled company” under Nasdaq rules (affiliates of Bay Grove beneficially own >50% voting power), so some committee independence requirements are not fully applicable; Compensation Committee includes both independent and non-independent members and engages Pay Governance as independent consultant .
- First Say-on-Pay and Say-on-Frequency proposals were presented for stockholder vote at the June 18, 2025 annual meeting (Board recommended annual SOP) .
Investment Implications
- Pay-for-performance linkage appears strong: 70% of cash bonus tied to Management Adjusted EBITDA (a core REIT cash-flow proxy) and 2024 performance-vesting LTIPs tied to AFFO/share and same-warehouse NOI growth, with an external TSR modifier—favorable structure that aligns with REIT value drivers .
- Retention risk was initially mitigated via substantial IPO-related and 2025 special awards, but the October 2025 CFO succession announcement (effective Nov 10, 2025) indicates an orderly transition; special RSU acceleration to the next tranche on qualifying exits reduces forced selling pressure while enabling continuity incentives .
- Alignment safeguards (no hedging/pledging; robust ownership guidelines; clawback) reduce governance red flags; however, controlled company status and significant related-party dynamics at the parent level warrant continued monitoring for capital allocation decisions and potential conflicts -.
- Trading signal: Anticipate scheduled time-based tranche vest dates (April annually) and performance vest events at the end of 2026/2027 as potential supply windows; Form 4 monitoring around these dates can help assess insider selling pressure (we relied on proxy disclosures; Form 4 retrieval encountered an access issue) .