Sudarsan Thattai
About Sudarsan Thattai
Sudarsan Thattai, age 51, is Chief Information Officer and Chief Transformation Officer at Lineage, Inc., serving since February 2013 . He holds a B.Sc in Computer Science and an M.Sc in Management Information Technology from the University of Sunderland . Company performance context in 2024 included $5.3 billion in total revenue and Management Adjusted EBITDA achievement at 95.9% of target used for annual incentives . Relative TSR from the IPO date through year-end 2024 was 72 vs. 101 for the MSCI US REIT Index peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UTi Worldwide Inc. | Senior Vice President, IT Services | Not disclosed | Technology leadership |
| Cisco Systems | Technology leadership positions | Not disclosed | Technology leadership |
| DFS Group | Technology leadership positions | Not disclosed | Technology leadership |
External Roles
No external board or committee roles disclosed for Mr. Thattai .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $621,924 | $650,000 (raised from $630,000 effective June 2, 2024) | Reflects role, market competitiveness |
| Target Bonus (% of Salary) | 100% | 100% | Annual cash incentive program |
| Non-Equity Incentive Paid ($) | $1,083,564 | $395,750 | Paid Q1 following year |
Performance Compensation
Annual Cash Incentive – 2024 Payouts
| Metric | Weighting | Target Attainment | Payout (% of Target) | Payout ($) |
|---|---|---|---|---|
| Management Adjusted EBITDA | 70% | 95.9% | 49.5% | $222,507 |
| Individual Objectives | 30% | 90% | 90% | $173,243 |
| Total | — | — | — | $395,750 |
• Individual objectives emphasized operational, strategic, customer-facing technology deployment, warehouse system conversions, liquidity event delivery, and long-term planning (weights per goal 10–20%) .
Long-Term Equity Awards – Design (2024/2025 Programs)
| Element | Weighting | Target | Actual (as of 12/31/2024 for 2024 awards) | Payout Basis | Vesting |
|---|---|---|---|---|---|
| AFFO per share (Base LTIP units) | 60% | Threshold/Target/Max scale 25/50/100% | Target level assumed | Scaled by TSR modifier | Cliff at 12/31/2026; pro-rata on qualifying termination |
| Same-warehouse NOI growth (Base LTIP units) | 40% | Threshold/Target/Max scale 25/50/100% | Threshold level assumed | Scaled by TSR modifier | Cliff at 12/31/2026; pro-rata on qualifying termination |
| TSR Modifier vs S&P 500 (2024) | Modifier only | 25th/50th/75th percentile → 80%/100%/120% | 80% (assumed) | Multiplies vested base units | As above |
| TSR Modifier vs MSCI US REIT (2025 awards) | Modifier only | 25th/50th/75th percentile → 80%/100%/120% (policy carried forward) | Not yet determined | Multiplies vested base units | As above |
• Distribution equivalent units vest based on dividends attributable to base LTIP units that ultimately vest, adjusted for dividend reinvestment .
• Change-in-control: performance LTIP units vest immediately prior to closing based on truncated performance period; unvested remainder forfeited .
Long-Term Equity Awards – Grant Detail (Sudarsan Thattai)
| Award Type | Grant Date | Units (#) | Notes |
|---|---|---|---|
| Replacement LMEP LTIP units (time-based) | 7/26/2024 | 187,286 | Vests in 3 equal annual installments from April 1, 2024 |
| Time-vesting Annual LTIP units | 7/26/2024 | 52,632 | 3-year annual installments from April 1, 2024 |
| Performance-vesting Annual LTIP units (Total) | 8/26/2024 | 185,527 | Max incl. distribution equivalents |
| Performance-vesting Annual LTIP units (“Base”) | 8/26/2024 | 157,895 | Vests per AFFO/NOI targets with TSR modifier |
| 2025 Time-vesting LTIP units | 4/17/2025 | 17,886 | 3-year vest schedule |
| 2025 Performance-vesting LTIP units (Total) | 4/17/2025 | 63,048 | Max incl. distribution equivalents |
| 2025 Performance-vesting LTIP units (“Base”) | 4/17/2025 | 53,658 | TSR modifier vs MSCI US REIT |
| Stock Awards FV (2024) | — | $27,217,224 | ASC 718 grant-date fair value |
Outstanding Unvested Awards (Market Value at 12/31/2024)
| Award | Unvested Units (#) | Market/Payout Value ($) |
|---|---|---|
| Time-vesting Annual LTIP (7/26/2024) | 52,632 | $3,082,656 |
| Performance-vesting Annual LTIP (8/26/2024) | 50,967 (assumed earned as of 12/31/2024) | $2,985,137 |
| Replacement LMEP LTIP (7/26/2024) | 187,286 | $10,969,341 |
Equity Ownership & Alignment
- Beneficial ownership (as of March 24, 2025): 79,972 rights to acquire shares of common stock within 60 days (LTIP/RSU), and no shares held directly .
- Stock ownership policy: other executive officers must hold ≥3× base salary in Company Securities by July 24, 2029 (or within five years of appointment) .
- Hedging/pledging: prohibited under Insider Trading Policy; no shares of executive officers or directors are pledged .
- LTIP conversion/redemption: vested LTIP units may convert to partnership common units upon capital account equivalence; such common units are not redeemable until 18 months after original LTIP grant date, reducing near-term selling pressure .
Employment Terms
- Severance Plan (post-IPO participant): upon termination without cause or for good reason, severance equals 1.0× (or 1.5× if CIC+termination within 18 months) of base salary + target bonus, payment of Prior Year Bonus, and COBRA premium payments for 12 months (or 18 months with CIC) .
- Restrictive covenants: confidentiality (indefinite), non-disparagement, non-compete (two years post-termination), and customer/service provider non-solicitation (two years post-termination) .
- Clawback: policy adopted to recover erroneously awarded incentive compensation from Section 16 officers (equity and other incentive compensation) .
- 10b5-1/trading arrangements: none adopted or terminated by directors or executive officers in Q3 2025 .
Estimated Termination/Change-in-Control Benefits (as of 12/31/2024)
| Scenario | Cash Severance ($) | Equity Acceleration ($) | Healthcare ($) | Total ($) |
|---|---|---|---|---|
| Termination without cause/for good reason | $1,300,000 | $492,457 | $30,694 | $1,823,150 |
| Change in control (no termination) | — | $1,462,903 | — | $1,462,903 |
| CIC + termination without cause/for good reason | $1,950,000 | $492,457 | $46,041 | $2,488,497 |
| Death or disability | — | $492,457 | — | $492,457 |
| Retirement | — | $492,457 | — | $492,457 |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $4,928,000,000* | $5,342,000,000* | $5,340,000,000* |
| EBITDA ($) | $1,056,000,000* | $1,250,000,000* | $1,089,000,000* |
Values retrieved from S&P Global*.
Company reported $5.3 billion total revenue in 2024 in the proxy .
Management Adjusted EBITDA used for annual incentives achieved 95.9% of target in 2024 .
• TSR post-IPO (7/26/2024 to 12/31/2024): Company 72 vs. Peer Group (MSCI US REIT) 101 .
• Stock-based compensation: company reversed $1 million (performance RSUs) and $8 million (performance LTIPs) related to SS NOI Growth awards granted in 2024 after concluding targets were not probable, indicating tighter performance hurdles in warehouse NOI .
Compensation Structure Analysis
- Significant shift to equity-linked compensation post-IPO: 2024 stock awards valued at $27.2 million vs. $1.26 million in 2023, reflecting large LTIP grants aligned to AFFO/NOI/TSR and replacement awards for legacy units .
- 2025 awards broaden mix: added performance-based RSUs for NEO cohort (CIO’s awards remained LTIP-only), maintaining emphasis on at-risk pay and TSR-relative alignment .
- Anti-hedging/anti-pledging and stock ownership guidelines support long-term alignment and discourage short-termism .
- Severance plan employs double-trigger change-in-control protection (1.5× multiple only with CIC+termination), curbing single-trigger windfalls .
Risk Indicators & Red Flags
- Performance reversals for SS NOI Growth awards (2024 grants) suggest execution risk in achieving NOI targets across the warehouse network .
- No Rule 10b5-1 plan activity in Q3 2025, reducing near-term signaling around insider selling .
- Hedging/pledging prohibited and no pledged shares disclosed, mitigating alignment concerns .
Equity Ownership & Vesting Pressure
| Ownership Item | Status |
|---|---|
| Common Shares Held | 0 (direct) |
| Rights to Acquire Shares (within 60 days) | 79,972 |
| Pledged Shares | None |
| LTIP Redemption Constraint | 18-month lock post original LTIP grant date on converted common units |
Investment Implications
- Alignment: Large multi-year LTIP awards with AFFO/NOI/TSR and distribution-equivalent features, ownership guidelines, and anti-hedging/pledging policies support long-term shareholder alignment and retention .
- Retention risk: Material unvested LTIPs (including replacement legacy units) vest over 3 years and performance units cliff in 2026; double-trigger severance terms reduce CIC churn risk .
- Execution risk: NOI growth targets proved challenging (2024 awards); monitoring progress on operational initiatives tied to warehouse productivity and same-warehouse performance is key to realized LTIP value .
- Trading signals: Near-term selling pressure likely limited by 18-month redemption restriction on LTIP-converted units; lack of 10b5-1 activity in Q3 2025 suggests no planned systematic selling in that quarter .