Howard Roth
About Howard Roth
Howard Roth (age 68) has served as an independent trustee of LXP Industrial Trust since 2017 and is the Chair of the Audit and Cyber Risk Committee. He is Principal of HSR Advisors, and brings 40+ years of Big Four public accounting experience focused on real estate, including leading Ernst & Young’s global Real Estate, Hospitality & Construction practice; he is recognized for audit, REIT tax, GAAP/public-company reporting, and risk management expertise. He qualifies as an “Audit Committee Financial Expert” under SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Partner; Global Leader, Real Estate, Hospitality & Construction | — | Led global RHC practice; implemented assurance, tax/regulatory services and digital solutions focused on cybersecurity/data analytics |
| Kenneth Leventhal & Co. | Partner | — | Senior real estate accounting expertise |
| Avison Young | Advisor to the CEO (prior) | — | Strategic advisory to real estate services firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HSR Advisors | Principal | Current | Consulting focused on strategic and financial advice |
| Blu Venture Investors | Venture Partner | Current | Early-stage focus on cybersecurity, health/tech, B2B SaaS |
| Voyager Space Holdings | Advisory Board Member | Current | Space sector advisory role |
| Hodes Weill & Associates | Advisory Board Member | Current | Real estate advisory firm |
| BlackChamber Group | Advisory Board Member | Current | Advisory role (disclosed in proxy) |
| Space for Humanity | Board Member | Current | Non-profit board |
Board Governance
- Independence: Independent trustee (Board is 87.5% independent; only CEO is non-independent). Roth is marked independent in the director matrix.
- Committee assignments: Chair, Audit & Cyber Risk Committee; member list includes Gupta, Handwerker, Johnson. Roth and Handwerker qualify as “Audit Committee Financial Experts.” Meetings in 2024: 8.
- Board/committee attendance: In 2024 the Board held 5 meetings; each trustee attended at least 75% of Board and committee meetings on which they served. All trustees attended the 2024 annual meeting.
- Key oversight areas as Audit Chair: financial statement integrity; auditor independence/performance; internal audit; non-GAAP policies; ESG assurance; ERM including cybersecurity/privacy; technology/IT; legal/regulatory compliance. The committee retained a national accounting firm for internal audit assistance in 2024.
- Shareholder votes (context): 2025 director elections—Roth received 256,850,217 “For” vs 2,375,348 “Against” (strong support).
Fixed Compensation (Non‑Employee Trustee)
| Year | Cash Retainer ($) | Chair/Lead Fees ($) | Equity Retainer ($, vested shares) | Total ($) |
|---|---|---|---|---|
| 2024 (Roth actual) | 80,000 | Audit Chair fee included in cash; standard 2024 chair fee $20,000 | 120,000 | 200,000 |
| 2023 (Roth actual) | 80,000 | Audit Chair fee included in cash; standard 2023 chair fee $20,000 | 120,000 | 200,000 |
Program details and 2025 changes:
- 2024 standard retainers: $60,000 cash; $120,000 in vested common shares; Audit Chair $20,000; Comp Chair $15,000; Nominating/ESG Chair $15,000; Lead Trustee $30,000.
- 2025 standard retainers increased: $65,000 cash; $130,000 vested shares; Audit Chair $25,000; Comp Chair $20,000; Nominating/ESG Chair $20,000; Lead Trustee $40,000.
- Payment cadence/method: Paid quarterly; equity portion based on average closing price over the quarter.
- Mix: Non‑management trustees are paid 67% of base annual retainer in common shares (disclosed in 2024 proxy).
Performance Compensation
- There are no performance‑conditioned awards for trustees; equity compensation is delivered as vested common shares (no TSR/financial metrics linked to director equity).
Other Directorships & Interlocks
- Public company boards: None disclosed for Mr. Roth in LXP’s director biographies across 2024–2025 proxies.
- External advisory/venture roles are listed above; no disclosed interlocks with LXP’s key customers/suppliers/competitors.
Expertise & Qualifications
- Audit, GAAP/reporting, and REIT tax expertise from 40+ years at Big Four firms; led EY’s global real estate practice.
- Risk management and technology/cyber analytics orientation from practice leadership roles; designated Audit Committee Financial Expert.
- Strategic advisory and venture investment experience (HSR Advisors; Blu Venture Investors).
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Notes |
|---|---|---|---|
| Howard Roth (2025 Record Date) | 93,520 | <1% | As reported in 2025 proxy security ownership table |
| Howard Roth (2024 Record Date) | 80,550 | <1% | As reported in 2024 proxy security ownership table |
Alignment policies:
- Ownership guidelines: Trustees must own common shares equal to five times their annual cash retainer (2025 update). Previously three times retainer (2024).
- Anti‑pledging/hedging: Company prohibits pledging, short positions, hedging transactions (e.g., prepaid forwards, swaps, collars, exchange funds).
- Insider trading policy governs trustee transactions; pre‑clearance and blackout restrictions apply.
Governance Assessment
- Strengths
- Independent audit chair with “financial expert” designation; deep REIT audit/tax background—supports robust oversight of reporting, non‑GAAP, and cybersecurity/ERM.
- High shareholder support in most recent election (256.9M For vs 2.4M Against).
- Ownership alignment strengthened: trustee ownership guideline increased to 5x cash retainer in 2025; equity retainer paid in common shares; anti‑hedging/pledging policies.
- Audit Committee active cadence (8 meetings, 2024) and uses independent internal audit assistance; clear remit over ESG assurance and cyber.
- Broad board engagement and attendance: all trustees met ≥75% attendance and attended the 2024 annual meeting.
- Potential watch items
- No director‑specific red flags disclosed (e.g., related‑party transactions, pledging, low attendance). Company policy outlines related‑party review; 2024 disclosure includes no charitable contributions to organizations where an independent trustee is an executive.
- Compensation program changes raise overall trustee pay modestly in 2025; aligned with market but monitor if increases outpace peers.
Say‑on‑Pay & Shareholder Feedback (Context)
- 2025 Say‑on‑Pay (advisory): For 250,047,821; Against 9,012,317; Abstain 251,379 (strong support).
- 2024 Say‑on‑Pay: For 251,817,051; Against 10,270,212; Abstain 203,331.
- Five‑year average Say‑on‑Pay support noted at 97% in proxy summary.
Related‑Party Transactions (Conflicts Check)
- Policy requires Audit & Cyber Risk Committee/Board approval of related‑party transactions; definition includes trustees and their immediate family/affiliates. No specific related‑party transactions involving Mr. Roth were disclosed in 2024–2025 proxies.
- Charitable contributions: In 2024, none to tax‑exempt organizations in which any independent trustee serves as an executive officer.
Attendance & Engagement
- Board held 5 meetings in 2024; each trustee attended ≥75% of their Board/committee meetings, and all then‑trustees attended the 2024 annual meeting.
Committee Structure Reference
- Audit & Cyber Risk Committee (Chair: Howard Roth): 8 meetings in 2024; responsibilities include financial reporting, auditor oversight, internal audit, non‑GAAP measures, ESG assurance, ERM/cybersecurity/IT, and legal/regulatory compliance; Roth and Handwerker designated as financial experts.
Director Compensation Structure Analysis (Mix and Changes)
| Component | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Base Cash Retainer | $60,000 | $65,000 | Paid quarterly |
| Equity Retainer (vested shares) | $120,000 | $130,000 | Vested common shares; quarterly price averaging |
| Audit Chair Fee (cash) | $20,000 | $25,000 | Roth role |
| Comp Chair Fee (cash) | $15,000 | $20,000 | — |
| Nominating/ESG Chair Fee (cash) | $15,000 | $20,000 | — |
| Lead Trustee (cash) | $30,000 | $40,000 | — |
- Mix and alignment: Directors receive a significant portion of compensation in company stock (67% of base retainer in shares), promoting alignment; no options or performance‑conditioned director awards.
Insider Trades
- No Form 4 transactions for Mr. Roth were disclosed in the proxies; LXP’s insider trading policy restricts trading and prohibits hedging/pledging. If Form 4 data is needed, we can retrieve it separately.
Summary Implications for Investors
- As audit chair and financial expert with extensive REIT accounting/tax experience, Roth is positioned to enhance financial oversight and cyber/ERM governance—supportive of investor confidence.
- Strong election and Say‑on‑Pay support, increased ownership guidelines, and anti‑hedging/pledging policies signal solid alignment and governance practices.