James Dudley
About James Dudley
James Dudley is Executive Vice President & Director of Asset Management at LXP Industrial Trust. He joined LXP in 2006 after prior employment at ORIX Capital Markets, and holds a B.A. from Angelo State University and an M.S. from The University of Texas at Arlington . He is currently 44 years old . Company performance relevant to his asset-management remit has included 2024 same-store NOI growth of 5.0%, net income of $37.9 million ($0.13 per diluted share), and Adjusted Company FFO of $189.4 million ($0.64 per diluted share) , and 2023 same-store NOI growth of 4.1% and Adjusted Company FFO of $0.70 per share . Over 2020–2024, pay-versus-performance disclosures show TSR tracking between $67.04–$152.23 on a $100 basis, with 2024 at $86.82 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LXP Industrial Trust | EVP & Director of Asset Management | 2006–present | Oversaw 6.8M SF of industrial new leases and extensions; 1.9M SF of development leasing; led property operations and budgeting; assisted investments/dispositions and ESG; participated in investor outreach |
| ORIX Capital Markets | Prior employment (role not specified) | Pre-2006 | Not disclosed |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No external directorships or public company roles disclosed in LXP proxies |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $375,000 | $410,000 |
| Target Bonus (% of Salary) | 100% | 100% |
| Threshold/Max Bonus (% of Salary) | 50% / 200% | 50% / 200% |
| Actual Bonus Paid ($) | $464,813 (124% of target) | Not disclosed in 2025 proxy for Dudley |
Performance Compensation
| Component | Metric/Mechanics | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Cash Incentive (FY 2023) | 70% objective; 30% subjective. Objectives: Investments (stabilized dev. SF/#/yield), Portfolio Mgmt (percent leased, same-store NOI, leasing spreads), Balance Sheet (ratings, Net Debt/Adj. EBITDA), ESG metrics | Company targets set per table | Objectives determined at Target/Max mix; overall objective portion 123.5% of target; Dudley subjective portion 125% → total bonus 124% of target | Annual cash (no vesting) |
| Long-Term Incentives (FY 2023 grant) | Mix of PSUs (60%) and RSUs (40%); PSUs split: 50% TSR vs MSCI US REIT Index; 50% TSR vs competitor peer group; Threshold 33rd percentile, Target 50th, Max 75th; 3-year cliff for PSUs; RSUs vest pro rata over 3 years; dividends accrue on PSUs and pay only if vest; RSUs pay current dividends | Dudley: PSUs and RSUs granted per plan; grant share counts below | 2021 PSU payout realized at $62,069 market value for Dudley (mix of below-threshold and between-threshold-target payouts across metrics) | PSUs cliff vest after 3 years; RSUs vest annually over 3 years |
Detailed FY 2023 equity grant data:
| Grant Detail (FY 2023) | Shares / $ |
|---|---|
| RSUs granted (shares) | 22,540 |
| PSUs – Threshold/Target/Max (shares) | 16,902 / 33,803 / 67,606 |
| RSU Grant Date Fair Value ($) | $240,051 |
| PSU Grant Date Fair Value ($) | $454,988 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 2024 record date) | 348,379 common shares |
| Ownership as % of Shares Outstanding | ~0.12% (348,379 ÷ 295,728,056) |
| Unvested RSUs at 12/31/2023 | 34,614 shares ($343,371 market value at $9.92) |
| Unearned PSUs at 12/31/2023 | 37,974 shares ($376,700 market value at $9.92) |
| RSU Vesting Schedule | 1/2024: 15,197; 1/2025: 11,903; 1/2026: 7,514 |
| PSU Performance Schedule (subject to achievement) | 1/2024: 29,616; 1/2025: 39,507; 1/2026: 67,606 |
| Options (exercisable/unexercisable) | None outstanding; no options program currently |
| Hedging/Pledging | Prohibited for trustees, officers, employees (anti-pledging, anti-hedging policy) |
| Stock Ownership Guidelines | CEO 6× salary; next three highest-paid 3×; fifth most highly paid 2× salary; 50% retention of net shares until retirement; executives and trustees compliant subject to phase-in |
Employment Terms
| Provision | Dudley-Specific Economics / Company Policy |
|---|---|
| Employment Start Date | With LXP since 2006 |
| Severance – Without Cause / Good Reason | Two times base salary + average of last two annual cash incentives; continuation of certain benefits for two years; pro-rata bonus |
| Severance – Death/Disability | One times base salary; pro-rata bonus; continuation of certain benefits for two years |
| Change-in-Control | No single-trigger payments; company highlights all change-in-control severance subject to double-trigger . Equity awards: upon certain terminations, vesting acceleration; for unearned PSUs, pro-rata vesting by performance period elapsed; in CIC events, awards assumed or substituted; if not, committee may accelerate/settle/terminate with vesting |
| Estimated Severance (as of 12/31/2023) | Without Cause/Good Reason: $2,923,984; Death/Disability: $1,632,672 (values include accelerated equity at $9.92 and benefits) |
| Clawback | Robust clawback compliant with NYSE rules; recovery of excess incentive comp upon GAAP restatement |
| Perquisites/Pensions | No pension; standard companywide 401(k) and benefits; limited perquisites |
Compensation Structure Context
- Say-on-Pay support: 96% approval in 2024; five-year average 97% .
- Peer groups used for benchmarking (competitor and size-based), with explicit constituents disclosed to align pay levels with market .
- 2024 objective measures weightings: Investments 35%, Portfolio Management 30%, Balance Sheet 20%, Corporate Responsibility 15% .
- No option repricing or tax gross-ups; plan features emphasize governance best practices .
Investment Implications
- Alignment: Dudley’s pay mix has a meaningful performance component tied to operational goals (leasing, same-store NOI, balance sheet) and three-year relative TSR PSUs, with anti-hedging/pledging and ownership guidelines supporting shareholder alignment .
- Retention and selling pressure: Significant unvested RSUs/PSUs and double-trigger CIC provisions are retentive; absence of options limits forced exercises, and anti-pledging reduces collateral-driven selling risk .
- Execution risk: PSU payouts for earlier cycles were challenged by relative TSR underperformance (e.g., 2021 and 2022 cycles), indicating compensation outcomes are sensitive to share performance versus peers; operational outperformance (leasing spreads, same-store NOI) supports cash incentive payouts even when TSR is weak .
- Governance and severance: Moderated severance (2×) without tax gross-ups and double-trigger CIC mitigates shareholder-unfriendly outcomes; clawback strengthens downside protection in restatement scenarios .