Lawrence L. Gray
About Lawrence L. Gray
Independent trustee of LXP Industrial Trust since 2015; age 60. Chairman and CEO of GrayCo, Inc. (private real estate company) with 30+ years of real estate investment/development and capital markets experience; prior investment banking roles at Wachovia (Managing Director, led REIT and real estate capital markets), J.P. Morgan and Morgan Stanley . He serves on LXP’s Compensation Committee and Nominating & ESG Committee; not a committee chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wachovia Corporation | Managing Director; led Real Estate Investment Banking, Corporate Banking, Private Equity, Homebuilder Finance, Structured Finance | 1997–2009 | Led capital markets transactions for REITs/real estate companies; advised boards on equity, debt and M&A |
| J.P. Morgan | Real estate investment banking | Prior to 1997 | Capital markets advisory |
| Morgan Stanley | Real estate investment banking | Prior to 1997 | Capital markets advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GrayCo, Inc. | Chief Executive Officer (2010–present), Chairman (since 2016) | 2010–present | Private company owning/managing apartment communities, master planned community investments, timberlands across the U.S. Southeast |
Board Governance
- Independence: Determined independent by LXP; board majority independent (87.5%) .
- Committee assignments: Compensation Committee member; Nominating & ESG Committee member; not a chair .
- Board attendance and engagement: Board met 5 times in 2024; each trustee attended ≥75% of board/committee meetings; all trustees attended the 2024 annual meeting .
- Committee activity in 2024: Audit & Cyber Risk met 8 times; Compensation met 6 times; Nominating & ESG met 4 times .
- Lead Independent Trustee: Jamie Handwerker (since May 23, 2023) .
- Shareholder rights and governance: Proxy access; annual elections; majority vote standard; anti-pledging and anti-hedging policies .
Fixed Compensation
| Component | 2024 Amount | 2025 Retainer Structure |
|---|---|---|
| Cash retainer (non-employee trustee) | $60,000 | $65,000 |
| Equity retainer (vested common shares) | $120,000 | $130,000 |
| Committee chair fees (Cash) | Audit Chair $20,000; Compensation Chair $15,000; Nominating & ESG Chair $15,000 | Audit Chair $25,000; Compensation Chair $20,000; Nominating & ESG Chair $20,000 |
| Lead Independent Trustee (Cash) | $30,000 | $40,000 |
- Actual 2024 compensation: Fees earned $60,000; share awards $120,000; total $180,000 (no options or meeting fees) .
Performance Compensation
- Non-employee trustee compensation is retainer-based; equity component is vested common shares determined by average closing price each quarter; no performance metrics, options, or incentive plans for directors disclosed .
Other Directorships & Interlocks
- Other public company directorships: None disclosed for Gray in the proxy (biography lists GrayCo and prior banking roles only) .
- Compensation Committee interlocks: None—no committee member was an LXP executive; no executive served on other entities’ compensation committees with reciprocity .
Expertise & Qualifications
- CEO/operations leadership (GrayCo) .
- Capital markets and corporate finance (Wachovia lead; J.P. Morgan; Morgan Stanley) .
- Strategic planning and board advisory on equity/debt/M&A .
- Commercial real estate investment/development track record .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 109,771 (held in a trust where Gray is trustee/beneficiary) |
| Ownership as % of shares outstanding | <1% |
| Pledging/hedging | Prohibited by policy |
| Director stock ownership guidelines | Trustees must own shares equal to 5× annual cash retainer within 5 years; trustees were in compliance, subject to phase-in periods |
Insider Trades (recent filings)
Say-on-Pay & Shareholder Feedback
| Metric | 2024 | 2025 |
|---|---|---|
| Say-on-Pay votes FOR (#) | 251,817,051 | 250,047,821 |
| Say-on-Pay votes AGAINST (#) | 10,270,212 | 9,012,317 |
| Say-on-Pay ABSTAIN (#) | 203,331 | 251,379 |
| Total shares present or by proxy (%) | ~93% | ~92% |
| Five-year average support (company disclosure) | 97% |
Related Party Transactions and Policies
- Related party transaction review policy: Audit & Cyber Risk Committee or non-conflicted Board members must review/approve; focus on arm’s-length terms; conflicts and corporate opportunities governed by Code of Ethics .
- “Related Party” includes trustees, executives, 5% holders, immediate family, and entities with ≥5% interests .
- Hedging/pledging policy: Prohibits pledging, short positions, hedging instruments; insider trading policy in place .
- Charitable contributions: None made to tax-exempt organizations where any independent trustee serves as an executive officer in 2024 .
- The proxy does not disclose any specific related party transactions involving Gray in 2024; monitoring continues under policy .
Compensation Committee Analysis (structure and safeguards)
- Independent compensation consultant retained (Ferguson Partners Consulting), not providing other services; peer benchmarking used (competitor and size-based REIT peers) .
- No tax gross-ups; no single-trigger CIC severance; no option repricing; clawback policy aligned with NYSE rules; anti-hedging/anti-pledging .
- Equity plan governance features: Share options/SARs term limits; no in-the-money grants; no repricing without shareholder approval; no evergreen; individual grant caps .
Governance Assessment
- Strengths: Independent status; dual committee service (Compensation and Nominating & ESG); robust governance framework (proxy access, majority voting, anti-hedging/pledging); high say-on-pay support; solid committee cadence suggesting active oversight .
- Alignment: Receives mix of cash and equity retainer; subject to director ownership guideline (5× cash retainer) and compliance affirmed, supporting skin-in-the-game; no pledging allowed .
- Potential conflicts: External leadership as Chairman/CEO of GrayCo (private real estate) implies industry adjacency; proxy does not disclose related-party transactions with Gray; LXP’s review policy mitigates risk, but monitor for any transactions or shared investments given overlap in real estate sectors .
- RED FLAGS to watch: None disclosed on hedging/pledging, interlocks, or attendance; continue monitoring insider transactions and any future related-party dealings; maintain scrutiny on equity plan dilution (overhang ~1.56% pre-amendment; potential increase to ~3.25% if 5,000,000 additional shares approved) .