T. Wilson Eglin
About T. Wilson Eglin
Chairman, Chief Executive Officer, and President of LXP Industrial Trust; age 60; trustee since 1994; CEO since Jan 2003; President since Apr 1996; former COO (Oct 1993–Dec 2010) . Leads strategy and capital markets; chief architect of LXP’s transition from a diversified net-lease REIT to an industrial-focused REIT . 2024 operating outcomes under his plan included 4.5M SF of leases, +5.0% same‑store NOI, rent increases of ~46.5% base/~39.7% cash on new/renewal leasing, and net debt/Adj. EBITDA of 5.9x . Pay-versus-performance disclosures show 2024 total shareholder return (TSR) value of a $100 investment at $86.82 (peer index $108.75), Adjusted Company FFO of $189.4M, and Net Income of $37.9M; 2024 CEO “compensation actually paid” was $2.51M versus SCT total $5.68M, illustrating equity sensitivity .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LXP Industrial Trust | Chairman | 2019–Present | Board leadership during portfolio repositioning to pure-play industrial . |
| LXP Industrial Trust | CEO | 2003–Present | Led transition from diversified net‑lease to industrial; oversight of equity/debt capital raising . |
| LXP Industrial Trust | President | 1996–Present | Executive leadership and strategic planning . |
| LXP Industrial Trust | COO | 1993–2010 | Led operations through multiple cycles . |
| LXP Industrial Trust | EVP | 1993–1996 | Senior executive leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Connecticut College | Trustee; Chair of Finance Committee (prior) | Not disclosed | Board finance oversight experience . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (Set) |
|---|---|---|---|---|
| Base Salary ($) | 800,000 | 825,000 | 840,000 | 840,000 (0% change) |
| Annual Cash Incentive Target ($) | 972,000 (paid amount shown as NEIP comp) | 1,011,192 (paid amount) | 945,000 target; 983,588 paid (104%) | 1,050,000 target; thresh. $525,000 / max $2,100,000 |
Notes: 2024 annual cash incentive target was 112.5% of salary (threshold 56.25%, max 225%) . 2025 target increased to 125% of salary; payout curve 62.5%–250% .
Performance Compensation
Annual Cash Incentive – 2024 Structure, Targets, and Outcomes
| Metric | Weight | Target | Actual | Determination/Payout |
|---|---|---|---|---|
| Investments (development stabilization and yield) | 35% | 1.5M SF stabilized; 4 bldgs; ≥6.5% pre‑promote yield | 0.25M SF; 1 bldg; >7% yield | 23.33% of category |
| Portfolio Management | 30% | 97% leased; 4% SS NOI growth; 25% leasing spreads | 94% leased; 5% SS NOI; >30% spreads | 40.00% of category |
| Balance Sheet | 20% | Maintain ratings; net debt/Adj. EBITDA 6.0x | Ratings maintained; 5.9x | 20.00% of category |
| Corporate Responsibility (ISS score, GRESB, tenant/employee surveys) | 15% | ISS 2; GRESB 102% of peer avg; tenant 102%; employee neutral | ISS 1; GRESB 105%; tenant 103% (24% participation); employee positive (97% participation) | 22.50% of category |
| Objective Portion Result | 70% of bonus | — | — | 105.83% of objective target |
| Subjective Portion – CEO | 30% of bonus | Leadership against strategic plan | Achieved metrics in leasing, NOI, dispositions, swaps, and CFO search | 100% of subjective |
| CEO 2024 Cash Award | — | $945,000 target | — | $983,588 (104% of target) |
Long-Term Incentive (LTI) Design
| Feature | 2024 Awards | 2025 Awards |
|---|---|---|
| Mix | 60% PSUs (relative TSR); 40% time‑based RSUs | Same mix and metrics |
| TSR Comparators | 50% vs MSCI US REIT Index; 50% vs competitor peer group | Same; peer list disclosed |
| Vesting | PSUs: 3‑yr cliff (Jan 1 start); RSUs: pro‑rata over 3 years | PSUs: 3‑yr cliff; RSUs: pro‑rata over 3 years |
| Performance Curve | Threshold 33rd pct; Target 50th; Max 75th; straight‑line interpolation | Same |
| Dividends | RSUs paid currently; PSUs accrue/pay only if vest | Same |
| CEO Target LTI ($) | $2.04M PSUs + $1.36M RSUs = $3.40M | $2.16M PSUs + $1.44M RSUs = $3.60M (+6%) |
Performance of open/closed PSU cycles:
- 2022 grant (Jan 2022–Dec 2024): 0% payout (below threshold vs index and peer group); CEO grant-date value $2.244M, $0 realized at vest .
- 2023 grant (Jan 2023–Dec 2025): tracking below threshold vs both comparators (as of 12/31/2024) .
- 2024 grant (Jan 2024–Dec 2026): tracking ~114% vs peer group; below threshold vs index (as of 12/31/2024) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 3,669,397 common shares; 1.2% of class . |
| Ownership Breakdown | 1,924,934 direct; 1,613,300 subject to performance/time-based vesting; 130,863 in trust (beneficiary) . |
| Outstanding Unvested (12/31/2024) | 244,076 time‑based shares (MV $1,981,897) and 349,856 PSUs (MV $2,840,831) . |
| Shares Vested in 2024 | 168,120; value realized $1,667,750 (tax withholding netted from shares) . |
| Upcoming Vesting – Time‑based | 1/2025: 112,169; 1/2026: 84,733; 1/2027: 47,174 (counts) . |
| Performance Share Schedules | Potential vesting (subject to performance and service): 1/2025: 246,914; 1/2026: 338,029; 1/2027: 424,558 . |
| Ownership Guidelines | CEO must hold ≥6x base salary; execs must hold ≥50% of net shares acquired until separation; executives and trustees in compliance (subject to phase‑in) . |
| Hedging/Pledging | Company maintains anti‑hedging and anti‑pledging policies . |
Potential trading/flow considerations: meaningful vest schedules through 2027 and annual RSU tranches; awards are subject to blackout policies and insider trading rules in the company policy .
Employment Terms
- Severance multiples: CEO eligible for 2.5x base salary and 2.5x average of last two annual cash incentive awards plus 2.5 years of benefits upon termination without cause/for good reason, including if within a change in control; other NEOs at 2.0x .
- Double trigger: no severance solely upon a change in control without termination of employment .
- Equity treatment: upon qualifying terminations, time‑based awards and earned PSUs accelerate; unearned PSUs vest pro‑rata based on elapsed days and performance to date; in certain change‑in‑control events, full deemed earned amounts may accelerate instead of pro‑rata .
- Illustrative CEO payout (assumed 12/31/2024 termination): $2.10M base portion; $3.49M bonus portion (incl. pro‑rata); $143,553 healthcare; $4.823M accelerated equity; total $10.557M .
- Clawback: NYSE‑compliant; recovery upon restatement or misconduct; plan also embeds recoupment provisions .
- No excise tax gross‑ups; no single‑trigger CIC payments; no option repricing .
- Deferred compensation: legacy trust for non‑vested share awards; 2024 earnings $(166,196), withdrawals $68,049; year‑end balance $1,062,608; distribution upon CIC or termination .
Board Governance (dual-role implications)
- Roles: Eglin serves as combined Chairman and CEO (executive Chair) with an Independent Lead Trustee (Jamie Handwerker) appointed in May 2023, mitigating combined-role concerns through a robust lead role .
- Independence: 7 of 8 trustees are independent (all except Eglin); all committees (Audit & Cyber Risk; Compensation; Nominating & ESG) composed solely of independent trustees .
- Committee leadership: Audit & Cyber Risk Chair Howard Roth; Compensation Chair Arun Gupta; Nominating & ESG Chair Nancy Noe .
- Meetings/attendance: Board held 5 meetings in 2024; each trustee attended ≥75% of Board and committee meetings; all then‑trustees attended the 2024 annual meeting .
- Director pay: employees receive no Board compensation; non‑employee trustees receive cash and vested share retainers (e.g., 2024 base $60k cash + $120k shares; higher retainers for leadership; increased in 2025) . As an employee, Eglin does not receive trustee retainers .
Compensation & Incentives (multi-year)
| ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 800,000 | 825,000 | 840,000 |
| Share Awards (grant-date FV) | 3,444,528 | 3,474,977 | 3,840,487 |
| Non‑Equity Incentive (Cash) | 972,000 | 1,011,192 | 983,588 |
| Change in Pension/Non‑Qual. Def. Comp. Earnings | (670,019) | 52,345 | (166,196) |
| All Other Comp | 15,250 | 16,500 | 17,250 |
| Total | 5,231,778 | 5,380,014 | 5,681,325 |
Pay mix and design: annual cash incentives do not use TSR; multiple operational metrics are used; LTI uses 3‑year relative TSR to index and competitive peers; dividends accrue on PSUs and are paid only upon vest; current dividends paid on time‑based RSUs .
Performance & Track Record
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – $100 investment (end‑year value) | $67.04 | $104.33 | $86.82 |
| Peer Index TSR (MSCI US REIT) | $75.49 | $113.74 | $108.75 |
| Net Income ($000s) | 116,243 | 42,835 | 37,922 |
| Adjusted Company FFO ($000s) | 193,061 | 206,191 | 189,360 |
Select 2024 operating highlights: 4.5M SF leased; same‑store NOI +5.0%; rent escalators ~3.6% on 2024 leases; reduced leverage to 5.9x net debt/Adj. EBITDA; 97% of debt fixed/hedged through 2026 post swaps . Say‑on‑pay support ~96% in 2024; 5‑year average ~97% .
Compensation Committee & Peer Benchmarking
- Independent consultant: Ferguson Partners Consulting (FPC); no other services to LXP .
- Peer sets: Competitor peer group (industrial/net‑lease REITs) and size-based peer group used for benchmarking; competitor list disclosed; size peer group based on total capitalization .
Related Policies and Risk Controls
- Anti‑hedging/anti‑pledging; minimum ownership and holding requirements; clawback policy; option repricing prohibited; awards not timed around MNPI; limited perquisites; annual say‑on‑pay .
- Equity plan amendment (Apr 2025) to add 5,000,000 shares (~1.69% of outstanding), increasing potential overhang to ~3.25% if approved; three‑year average burn rate ~0.28% .
Director Service History, Committees, Independence (Board Service Snapshot)
- Trustee since 1994; non‑independent executive trustee; not a member of independent Board committees; independent Lead Trustee in place .
- Implications: Combined CEO/Chair structure offset by Lead Independent Trustee authority and fully independent key committees (audit, compensation, nominating), which mitigates but does not eliminate governance concentration risk .
Investment Implications
- Alignment: High equity orientation (PSUs/RSUs) and zero payout on 2022 PSUs demonstrate pay sensitivity to TSR, improving alignment with shareholder outcomes; anti‑pledging/holding requirements further align interests .
- Retention/overhang: Significant unvested equity (time‑based plus PSUs) and 2.5x double‑trigger severance reduce near‑term turnover risk but create potential supply on vesting and equity plan expansion adds modest dilution (~1.69% incremental; overhang to ~3.25%) if approved .
- Performance risk: TSR trails REIT index in 2024 (and 2022), reflected in PSU outcomes; 2024 peer‑relative TSR tracking above target partially offsets; focus remains on leasing/mark‑to‑market execution to drive FFO and deleveraging .
- Trading signals: Known vesting dates/sizes (RSUs annually; PSU cliffs in Jan 2025/2026/2027) plus historical vesting tax‑withholding could create episodic insider selling pressure around vest dates subject to policy blackouts .
- Shareholder support: Strong say‑on‑pay (96% in 2024; five‑year average ~97%) lowers headline governance risk, aided by independent committees and a Lead Trustee despite combined CEO/Chair roles .