def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box: |
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o Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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ý Definitive Proxy Statement |
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o Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
FIRST INDUSTRIAL REALTY
TRUST, INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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ý No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11. |
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1) Title of each class of securities to which transaction applies: |
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2) Aggregate number of securities to which transaction applies: |
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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4) Proposed maximum aggregate value of transaction: |
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o Fee paid previously with preliminary materials. |
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o Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing. |
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1) Amount Previously Paid: |
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2) Form, Schedule or Registration Statement No.: |
FIRST
INDUSTRIAL REALTY TRUST, INC.
311 South Wacker
Drive
Suite 4000
Chicago, Illinois 60606
To Be Held On May 20,
2008
NOTICE IS HEREBY GIVEN that the 2008 Annual Meeting of
Stockholders (the Annual Meeting) of First
Industrial Realty Trust, Inc. (the Company) will be
held on Tuesday, May 20, 2008 at 9:00 a.m. at The
Chicago Club, Robert Todd Lincoln Room
2nd floor, 81 East Van Buren, Chicago, Illinois 60605 for
the following purposes:
1. To elect three Class II Directors of the Company to
serve until the 2011 Annual Meeting of Stockholders and until
their respective successors are duly elected and qualified, and
one Class III Director to serve until the 2009 Annual
Meeting of Stockholders and until his successor is duly elected
and qualified;
2. To ratify the appointment of PricewaterhouseCoopers LLP
as the Companys independent registered public accounting
firm for the fiscal year ending December 31, 2008; and
3. To consider and act upon any other matters that may
properly be brought before the Annual Meeting and at any
adjournments or postponements thereof.
Any action may be taken on the foregoing matters at the Annual
Meeting on the date specified above, or on any date or dates to
which, by original or later adjournment, the Annual Meeting may
be adjourned, or to which the Annual Meeting may be postponed.
The Board of Directors has fixed the close of business on
March 20, 2008 as the record date for the Annual Meeting.
Only stockholders of record of the Companys common stock,
$.01 par value per share, at the close of business on that
date will be entitled to notice of and to vote at the Annual
Meeting and at any adjournments or postponements thereof.
You are requested to fill in and sign the enclosed Proxy Card,
which is being solicited by the Board of Directors, and to mail
it promptly in the enclosed postage-prepaid envelope. Any proxy
may be revoked by delivery of a later dated proxy. Stockholders
of record who attend the Annual Meeting may vote in person, even
if they have previously delivered a signed proxy. Street
name stockholders who wish to vote in person will need to
obtain a duly executed proxy form from the institution that
holds their shares prior to the Annual Meeting.
By Order of the Board of Directors
John H. Clayton
Secretary
Chicago, Illinois
April 10, 2008
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD
IN THE POSTAGE-PREPAID ENVELOPE PROVIDED.
FIRST
INDUSTRIAL REALTY TRUST, INC.
311 South Wacker Drive
Suite 4000
Chicago, Illinois 60606
To Be Held On May 20,
2008
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of First
Industrial Realty Trust, Inc. (the Company) for use
at the 2008 Annual Meeting of Stockholders of the Company to be
held on Tuesday, May 20, 2008, and at any adjournments or
postponements thereof (the Annual Meeting). At the
Annual Meeting, stockholders will be asked to vote on the
election of three Class II Directors and one Class III
Director of the Company, to ratify the appointment of
PricewaterhouseCoopers LLP as the Companys independent
registered public accounting firm for the current fiscal year
and to act on any other matters properly brought before them.
This Proxy Statement and the accompanying Notice of Annual
Meeting and Proxy Card are first being sent to stockholders on
or about April 10, 2008. The Board of Directors has fixed
the close of business on March 20, 2008 as the record date
for the Annual Meeting (the Record Date). Only
stockholders of record of the Companys common stock, par
value $.01 per share (the Common Stock), at the
close of business on the Record Date will be entitled to notice
of and to vote at the Annual Meeting. As of the Record Date,
there were 44,169,156 shares of Common Stock outstanding
and entitled to vote at the Annual Meeting. Holders of Common
Stock outstanding as of the close of business on the Record Date
will be entitled to one vote for each share held by them on each
matter presented to the stockholders at the Annual Meeting.
Stockholders of the Company are requested to complete, sign,
date and promptly return the accompanying Proxy Card in the
enclosed postage-prepaid envelope. Shares represented by a
properly executed Proxy Card received prior to the vote at the
Annual Meeting and not revoked will be voted at the Annual
Meeting as directed on the Proxy Card. If a properly executed
Proxy Card is submitted and no instructions are given, the
persons designated as proxy holders on the Proxy Card will vote
(i) FOR the election of the three nominees for
Class II Directors and the one nominee for Class III
Director of the Company named in this Proxy Statement,
(ii) FOR the ratification of the appointment of
PricewaterhouseCoopers LLP as the Companys independent
registered public accounting firm for the current fiscal year
and (iii) in their own discretion with respect to any other
business that may properly come before the stockholders at the
Annual Meeting or at any adjournments or postponements thereof.
It is not anticipated that any matters other than those set
forth in the Proxy Statement will be presented at the Annual
Meeting.
The presence, in person or by proxy, of holders of at least a
majority of the total number of outstanding shares of Common
Stock entitled to vote is necessary to constitute a quorum for
the transaction of business at the Annual Meeting. The
affirmative vote of the holders of a majority of the votes cast
with a quorum present at the Annual Meeting is required for the
election of directors and the ratification of the appointment of
the Companys independent registered public accounting
firm. Abstentions and broker non-votes will not be counted as
votes cast and, accordingly, will have no effect on the majority
vote required, although they will be counted for quorum purposes.
PROXY STATEMENT
A stockholder of record may revoke a proxy at any time before it
has been exercised by filing a written revocation with the
Secretary of the Company at the address of the Company set forth
above, by filing a duly executed proxy bearing a later date, or
by appearing in person and voting by ballot at the Annual
Meeting. Any stockholder of record as of the Record Date
attending the Annual Meeting may vote in person whether or not a
proxy has been previously given, but the presence (without
further action) of a stockholder at the Annual Meeting will not
constitute revocation of a previously given proxy. Street
name stockholders who wish to vote in person will need to
obtain a duly executed proxy form from the institution that
holds their shares prior to the Annual Meeting.
In the pages preceding this Proxy Statement is a Letter to
Stockholders from the Companys President and Chief
Executive Officer. Also, Appendix A to this Proxy Statement
contains the Companys 2007 Annual Report, including the
Companys financial statements for the fiscal year ended
December 31, 2007 and certain other information required by
the rules and regulations of the Securities and Exchange
Commission (the SEC). Neither the Letter to
Stockholders from the Companys President and Chief
Executive Officer nor the Companys 2007 Annual Report,
however, are part of the proxy solicitation material. See
Other Matters-Incorporation by Reference herein.
PROPOSAL I
ELECTION OF DIRECTORS
Pursuant to the Articles of Amendment and Restatement of the
Company, as amended (the Articles), the maximum
number of members allowed to serve on the Companys Board
of Directors is 12. The Board of Directors of the Company
currently consists of ten seats and is divided into three
classes, with the directors in each class serving for a term of
three years and until their successors are duly elected and
qualified. The term of one class expires at each Annual Meeting
of Stockholders. Pursuant to the Amended and Restated Bylaws of
the Company, vacancies on the Board of Directors may be filled
by a majority vote of the directors, and directors elected to
fill vacancies shall hold office until the next Annual Meeting
of Stockholders.
At the Annual Meeting, three directors will be elected to serve
as Class II Directors until the 2011 Annual Meeting of
Stockholders and until their successors are duly elected and
qualified, and one director will be elected to serve as a
Class III Director until the 2009 Annual Meeting of
Stockholders and until his successor is duly elected and
qualified. The Board of Directors has nominated Michael W.
Brennan, Michael G. Damone and Kevin W. Lynch to serve as
Class II Directors (the Class II Nominees)
and John W. M. Brenninkmeijer to serve as a Class III
director (the Class III Nominee and, together
with the Class II Nominees, the Nominees). Each
of the Class II Nominees is currently serving as a
Class II Director of the Company. Mr. Brenninkmeijer,
the Class III Nominee, was elected as a Class III
Director by the Board of Directors in August 2007. Each of the
Class II Nominees has consented to be named as a nominee in
this Proxy Statement. The Board of Directors anticipates that
each of the Nominees will serve as a director if elected.
However, if any person nominated by the Board of Directors is
unable to accept election, the proxies will vote for the
election of such other person or persons as the Board of
Directors may recommend.
The Board
of Directors recommends a vote FOR the Nominees.
INFORMATION
REGARDING NOMINEES AND DIRECTORS
The following biographical descriptions set forth certain
information with respect to the three Nominees for election as
Class II Directors and the one Nominee for election as a
Class III Director at the Annual Meeting, the continuing
directors whose terms expire at the Annual Meetings of
Stockholders in 2009 and 2010 and certain executive officers,
based on information furnished to the Company by such persons.
The following information is as of March 20, 2008, unless
otherwise specified.
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PROXY STATEMENT
Class II
Nominees for Election at 2008 Annual Meeting Term to
Expire in 2011
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Michael
W. Brennan |
Director since 1996
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Mr. Brennan, 51, has been a director since March 1996. He
has been President and Chief Executive Officer of the Company
since November 1998, prior to which time he served as Chief
Operating Officer of the Company from December 1995 to November
1998 and as Senior Vice President Asset Management
of the Company from April 1994 to December 1995. He was a
partner of The Shidler Group between 1988 and 1994 and the
President of the Brennan/Tomasz/Shidler Investment Corporation
and was in charge of asset management, leasing, project finance,
accounting and treasury functions for The Shidler Groups
Chicago operations. Between 1986 and 1988, Mr. Brennan
served as The Shidler Groups principal acquisition
executive in Chicago. Prior to joining The Shidler Group,
Mr. Brennan was an investment specialist with CB Commercial
(now CB Richard Ellis, Inc.). Mr. Brennan is a director of
Strategic Hotels & Resorts, Inc. (NYSE: BEE), a
director of Pacific Office Properties, Inc. (AMEX:PCE) and a
director of the Chicago Public Library Foundation. His
professional affiliations include the Urban Land Institute
(ULI), The Real Estate Roundtable, the National
Association of Real Estate Investment Trusts
(NAREIT), the World Presidents Organization
and the Economic Club of Chicago.
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Michael
G. Damone |
Director since 1994
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Mr. Damone, 73, has served as Director of Strategic
Planning for the Company, and has been a director of the Company
since June 1994. Between 1973 and 1994, Mr. Damone was
Chief Executive Officer of Damone/Andrew, a full service real
estate organization, which developed several million square feet
of industrial, warehouse, distribution and research and
development buildings. Prior to co-founding Damone/Andrew in
1973, Mr. Damone was the executive vice president of a
privately held,
Michigan-based
real estate development and construction company, where he was
responsible for the development of industrial/business parks.
His professional affiliations include the Society of Industrial
and Office Realtors (SIOR), the National Association
of Realtors (NAR), the Michigan Association of
Realtors and the Detroit Area Commercial Board of Realtors.
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Kevin W.
Lynch |
Director
since 1994
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Mr. Lynch, 55, has been a director of the Company since
June 1994. Mr. Lynch is the co-founder and Principal of The
Townsend Group (Townsend), an institutional real
estate consulting firm, which provides real estate consulting
for pension funds and institutional investors. In his capacity
as Principal, Mr. Lynch is responsible for strategic
development and implementation of client real estate portfolios.
Mr. Lynch is also responsible for new product development.
Prior to founding Townsend, Mr. Lynch was associated with
Stonehenge Capital Corporation, where he was involved in the
acquisition of institutional real estate properties and the
structuring of institutional real estate transactions.
Mr. Lynch is a director of Lexington Realty Trust (NYSE:
LXP). Mr. Lynch is a member of the Pension Real Estate
Association (PREA), the National Counsel for Real
Estate Investment Fiduciaries (NCREIF) and the
European Association for Investors in Non-listed Real Estate
Vehicles (INREV). He is a frequent speaker at
industry conferences and has presented in Amsterdam and
Frankfurt for the benefit of the Association of Foreign
Investors in Real Estate (AFIRE) and as a guest
lecturer at Columbia University and Tel Aviv University.
Mr. Lynch is currently on the Advisory Board for the
European Institutional Real Estate Letter.
Class III
Nominee for Election at 2008 Annual Meeting Term to
Expire in 2009
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John W.
M. Brenninkmeijer |
Director
since 2007
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Mr. Brenninkmeijer, 55, has been a director of the Company
since August 2007. From 2001 to 2007, Mr. Brenninkmeijer
served as non-executive chairman of REDEVCO Europe Services
B.V., a privately held European real estate firm based in
Amsterdam with more than 54 million square feet of retail
properties in 20 countries throughout Europe. Prior to
joining REDEVCO, Mr. Brenninkmeijer served as a senior
executive with major retailing firms in Europe, the United
States and Brazil.
3
PROXY STATEMENT
Class III
Continuing Directors Term to Expire in
2009
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John Rau
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Director
since 1994
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Mr. Rau, 59, has been a director of the Company since June
1994. Since December 2002, Mr. Rau has served as President
and Chief Executive Officer and as a director of Miami
Corporation, a private asset management firm. From January 1997
to March 2000, he was a director, President and Chief Executive
Officer of Chicago Title Corporation, a New York Stock Exchange
listed company, and its subsidiaries, Chicago Title and
Trust Co., Chicago Title Insurance Co., Ticor
Title Insurance Co. and Security Union Title Insurance
Co. Mr. Rau is a director of Nicor Inc. and Wm. Wrigley Jr.
Company. From July 1993 until November 1996, Mr. Rau was
Dean of the Indiana University School of Business. From 1991 to
1993, Mr. Rau served as Chairman of the Illinois Economic
Development Board and as special advisor to Illinois Governor
Jim Edgar. From 1990 to 1993, he was Chairman of the Banking
Research Center Board of Advisors and a Visiting Scholar at
Northwestern Universitys J.L. Kellogg Graduate School of
Management. During that time, he also served as Special
Consultant to McKinsey & Company, a worldwide
strategic consulting firm. From 1989 to 1991, Mr. Rau
served as President and Chief Executive Officer of LaSalle
National Bank. From 1979 to 1989, he was associated with The
Exchange National Bank, serving as President from 1983 to 1989,
at which time The Exchange National Bank merged with LaSalle
National Bank. Prior to 1979, he was associated with First
National Bank of Chicago.
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Robert J.
Slater |
Director
since 1994
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Mr. Slater, 70, has been a director of the Company since
June 1994. From 1988 until his retirement in 2004,
Mr. Slater was President of Jackson Consulting, Inc., a
private investment and consulting company that specializes in
advising manufacturing and distribution companies on strategic,
organizational, and economic planning. He retired as President,
Chief Operating Officer and Director of Crane Co., a
multinational manufacturing, distribution, and aerospace
company, after serving the company from 1969 to 1988.
Mr. Slater also held several executive level positions at
Crane Co. subsidiaries including CF&I Corporation, Medusa
Corporation, and Huttig Sash & Door Co.
Mr. Slater has served on the boards of directors of a
number of public companies during his career. Most recently, he
was a director of Southdown, Inc. and National Steel Corporation.
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W. Ed
Tyler |
Director
since 2000
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Mr. Tyler, 55, has been a director of the Company since
March 2000. Mr. Tyler was appointed CEO of Ideapoint
Ventures in 2002. Ideapoint Ventures is an early stage venture
fund that focuses on nanotechnologies. Prior to joining
Ideapoint Ventures, Mr. Tyler served as Chief Executive
Officer and a director of Moore Corporation Limited, a provider
of data capture, information design, marketing services, digital
communications and print solutions, from 1998 to 2000. Prior to
joining Moore Corporation, Mr. Tyler served in various
capacities at R.R. Donnelley & Sons Company, most
recently as Executive Vice President and Chief Technology
Officer, from 1997 to 1998, and as Executive Vice President and
Sector President of Donnelleys Networked Services Sector,
from 1995 to 1997.
Class I
Continuing Directors Term to Expire in
2010
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Jay H.
Shidler |
Director
since 1993
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Mr. Shidler, 61, has been Chairman of the Board of
Directors since the formation of the Company in August 1993. He
is the founder and managing partner of The Shidler Group. A
nationally acknowledged expert in the field of real estate
investment and finance, Mr. Shidler has over 35 years
of experience in real estate investment and has acquired and
managed properties involving several billion dollars in
aggregate value. Since 1970, Mr. Shidler has been directly
involved in the acquisition and management of over 1,000
properties in 40 states and Canada. Mr. Shidler is the
Chairman of the Board of Trustees of Corporate Office Properties
Trust (NYSE:OFC) and Chairman of the Board of Directors of
Pacific Office Properties Trust, Inc. (AMEX:PCE). From 1998
through 2005, Mr. Shidler served as a director of Primus
Guaranty, Ltd. (NYSE:PRS), a Bermuda company of which
Mr. Shidler is a founder and whose subsidiary is a
AAA-rated financial products company.
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PROXY STATEMENT
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J. Steven
Wilson |
Director
since 1994
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Mr. Wilson, 64, has been a director of the Company since
June 1994. Since February 2003, Mr. Wilson has been owner
and President of Advanced Building Products &
Services, LLC, a building product supply company located in
Jacksonville, Florida. Since 1985, Mr. Wilson has been
President, Chief Executive Officer and Chairman of the Board of
Directors of Riverside Group, Inc., a holding company. From 1991
to April 2003, Mr. Wilson was Chairman of the Board of
Directors and Chief Executive Officer of Wickes Inc. In January
2004, Wickes Inc. filed for bankruptcy protection under
Chapter 11 of the U.S. Bankruptcy Code to facilitate a
restructuring of its debt.
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Robert D.
Newman |
Director
since 2006
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Mr. Newman, 46, has been a director of the Company since
July 2006. Mr. Newman is a principal and a member of the
executive committee of William Blair & Company,
L.L.C., a Chicago-based investment firm offering investment
banking, asset management, equity research, institutional and
private brokerage, and private capital to individual,
institutional and issuing clients. Since 2001, he has served as
that firms director of equity research, managing its
equity research group. He joined William Blair &
Company, L.L.C. in 1989 as a securities analyst in its
investment management services group, became a principal in the
firm in 1993 and from 1999 to 2001, served as director of
research of investment management services. He has chaired the
firms annual United Way Campaign since 2004. Before
joining William Blair & Company, L.L.C.,
Mr. Newman was a senior financial analyst in the business
development and corporate planning groups for the Quaker Oats
Company. He is a CFA (chartered financial analyst) and a CPA
(certified public accountant) and his professional affiliations
include the CFA Society of Chicago, the American Institute of
Certified Public Accountants, and the Economic Club of Chicago.
He has started up
and/or
served on the boards of several nonprofit educational
foundations and is currently on the board of CASEL, the
Collaborative for Academic, Social, and Emotional Learning.
INFORMATION
REGARDING EXECUTIVE OFFICERS AND OTHER SENIOR
MANAGEMENT
Michael
J. Havala
Mr. Havala, 48, has been Chief Financial Officer of the
Company since April 1994. He joined The Shidler Group in 1989,
and was Chief Financial Officer for The Shidler Groups
Midwest region with responsibility for accounting, finance,
information technology and treasury functions. With The Shidler
Group, Mr. Havala structured joint ventures, obtained and
refinanced project financing, developed and implemented
management information systems and directed all financial
aspects of a several million square foot portfolio located in
various states throughout the Midwest. Prior to joining The
Shidler Group, Mr. Havala was a Senior Tax Consultant with
Arthur Andersen & Company, where he specialized in
real estate, banking and corporate finance. Mr. Havala is a
certified public accountant. His professional affiliations
include NAREIT.
Johannson
L. Yap
Mr. Yap, 45, has been the Chief Investment Officer of the
Company since February 1997. From April 1994 to February 1997,
he served as Senior Vice President Acquisitions of
the Company. Prior to joining the Company, Mr. Yap worked
for The Shidler Group in 1988 as an acquisitions associate, and
became Vice President in 1991, with responsibility for
acquisitions, property management, leasing, project financing,
sales and construction management functions. Between 1988 and
1994, he participated in the acquisition, underwriting and due
diligence of several hundred million dollars of commercial
properties. His professional affiliations include ULI, NAREIT
and the Council of Logistics Management.
David P.
Draft
Mr. Draft, 56, has been Executive Vice
President Operations of the Company since January
2001, in which capacity, since September 2007, he has assisted
with the Companys European expansion. Prior to becoming
Executive Vice President Operations, Mr. Draft
served as Managing Director of the Companys Central region
from December
5
PROXY STATEMENT
1998 to January 2001 and as Senior Regional Director of the
Companys Michigan and Northern Ohio regions from March
1996 to December 1998. He has 29 years experience in real
estate brokerage, sales, leasing and asset management. Between
1994 and March 1996, Mr. Draft was Co-Founder and Principal
of Draft & Gantos Properties, L.L.C., where he was
responsible for real estate management, construction and
development. From 1990 to 1994, Mr. Draft was Director of
Development and Operations for Robert Grooters Development
Company where he was responsible for land acquisitions,
development project planning, financing and construction of
industrial property. From 1977 to 1990, he was with First Real
Estate, Inc., serving in the capacity of chief operating officer.
Robert
Cutlip
Mr. Cutlip, 58, has been Executive Vice
President North America of the Company since
September 2007. Prior to that time, from March 2006,
Mr. Cutlip served as Managing Director of the
Companys East region. From September 2003 to February
2006, he served as Senior Vice President of Highwoods
Properties, Inc. (NYSE: HIW), a real estate investment trust.
From April 2001 to September 2003, Mr. Cutlip served as
Vice President of Real Estate Operations for Progress Energy
(NYSE: PGN), a diversified energy company, prior to which time,
from 1999 to 2001, he served as Executive Vice President of
Duke-Weeks Realty Corp. (NYSE: DRE), a real estate investment
trust. Mr. Cutlip has over 25 years of real estate
experience. His professional affiliations include NAIOP.
Gerald
Pientka
Mr. Pientka, 52, has been Executive Vice
President Development of the Company since January
2006. Prior to joining the Company, from September 2003 to
January 2006, he was a Principal of Verus Partners, a private
real estate development firm that he founded. From 1982 to 2003,
he served as President of Higgins Development Partners, L.L.C.,
a private Chicago-based development company. Mr. Pientka
has more than 25 years of commercial real estate management
and development experience. His professional affiliations
include ULI and NAIOP and he is Board President of Christopher
House, a family resource center providing low-income children
and families with equal access to tools and opportunities.
Scott A.
Musil
Mr. Musil, 40, has been Chief Accounting Officer of the
Company since March 2006; Senior Vice President of the Company
since March 2001; Controller of the Company since December 1995;
Treasurer of the Company since May 2002; and Assistant Secretary
of the Company since May 1996. In addition, he served as a Vice
President of the Company from May 1998 to March 2001. Prior to
joining the Company, he served in various capacities with Arthur
Andersen & Company, culminating as an audit manager
specializing in the real estate and finance industries.
Mr. Musil is a certified public accountant. His
professional affiliations include the American Institute of
Certified Public Accountants and NAREIT.
THE BOARD
OF DIRECTORS AND CORPORATE GOVERNANCE
The Board of Directors. The Board of Directors
of the Company is currently comprised of ten members, a majority
of whom are independent as affirmatively determined by the Board
of Directors. In determining the independence of its members,
the Board of Directors applied the following standards:
1) The member must meet the definition of Independent
Director contained in the Companys Articles, which
requires that he or she be neither an employee of the Company
nor a member of The Shidler Group.
2) After taking into account all relevant facts and
circumstances, the Board must determine that the member has no
material relationships with the Company (either directly or as a
partner, shareholder or officer of an organization that has a
relationship with the Company). Relationships to be considered
include commercial, industrial, banking, consulting, legal,
accounting, charitable and familial relationships.
3) The member must satisfy the independence tests set forth
in Section 303A.02(b) of the Listed Company Manual of the New
York Stock Exchange (the NYSE).
6
PROXY STATEMENT
Applying such standards, the Board of Directors has
affirmatively determined that its current independent directors
are Messrs. Brenninkmeijer, Lynch, Newman, Rau, Slater,
Tyler and Wilson.
Pursuant to the terms of the Companys Articles, the
directors are divided into three classes. Class II
Directors, Messrs. Brennan, Damone and Lynch, as well as
Class III Director, Mr. Brenninkmeijer, hold office
for a term expiring at this Annual Meeting. The other
Class III Directors, Messrs. Rau, Slater and Tyler,
hold office for a term expiring at the Annual Meeting of
Stockholders to be held in 2009. Class I Directors,
Messrs. Shidler, Wilson and Newman, hold office for a term
expiring at the Annual Meeting of Stockholders to be held in
2010. Each director will hold office for the term to which he is
elected and until his successor is duly elected and qualified.
At each Annual Meeting of Stockholders, the successors to the
class of directors whose term expires at that meeting will be
elected to hold office for a term continuing until the Annual
Meeting of Stockholders held in the third year following the
year of their election and the election and qualification of
their successors.
The Board of Directors held 12 meetings and acted four times by
unanimous consent during 2007. Each of the directors serving in
2007 attended at least 75% of the total number of meetings of
the Board of Directors and of the respective committees of the
Board of Directors of which he was a member, except for
Mr. Brenninkmeijer. Although the Company does not have a
formal policy regarding director attendance at Annual Meetings
of Stockholders, all of the directors then serving attended the
2007 Annual Meeting of Stockholders.
The Board of Directors has adopted Corporate Governance
Guidelines to reflect the principles by which it operates. These
guidelines, as well as the charters of the Audit Committee,
Compensation Committee and Nominating/Corporate Governance
Committee of the Board of Directors, are accessible at the
investor relations pages of the Companys website at
www.firstindustrial.com. The Company has adopted a Code of
Business Conduct and Ethics, which includes the principles by
which the Company expects its employees, officers and directors
to conduct Company business and which is accessible at the
investor relations pages of the Companys website at
www.firstindustrial.com. The Company intends to post on its
website amendments to, or waivers from, any provision of the
Companys Code of Business Conduct and Ethics.
The Board of Directors has appointed an Audit Committee, a
Compensation Committee, an Investment Committee, a
Nominating/Corporate Governance Committee and a Special
Committee.
Audit Committee. The Audit Committee is
directly responsible for the appointment, discharge,
compensation, and oversight of the work of any independent
public accountants employed by the Company for the purpose of
preparing or issuing an audit report or related work. In
connection with such responsibilities, the Audit Committee
approves the engagement of independent public accountants,
reviews with the independent public accountants the audit plan,
the audit scope, and the results of the annual audit engagement,
pre-approves audit and non-audit services provided by the
independent public accountants, reviews the independence of the
independent public accountants, pre-approves audit and non-audit
fees and reviews the adequacy of the Companys internal
accounting controls.
The membership of the Audit Committee currently consists of
Messrs. Rau, Lynch and Wilson, each of whom, in the
judgment of the Companys Board of Directors, is
independent as required by the listing standards of the NYSE and
the rules of the SEC. In the judgment of the Companys
Board of Directors, each member is financially literate as
required by the listing standards of the NYSE. Further, in the
judgment of the Companys Board of Directors, Mr. Rau
is an audit committee financial expert, as such term
is defined in the SEC rules, and has accounting or related
financial management expertise, as defined in the listing
standards of the NYSE. See Mr. Raus biography above.
The Audit Committee met 11 times in 2007.
Compensation Committee. The Compensation
Committee has overall responsibility for approving and
evaluating the compensation plans, policies and programs
relating to the executive officers of the Company. The
Compensation Committee administers, and has authority to grant
awards under, the First Industrial Realty Trust, Inc. 1994 Stock
Incentive Plan (the 1994 Stock Plan), the First
Industrial Realty Trust, Inc. 1997 Stock Incentive Plan (the
1997 Stock Plan), the First Industrial Realty Trust,
Inc. Deferred Income Plan (the Deferred Income Plan)
and the First Industrial Realty Trust, Inc. 2001 Stock Incentive
Plan (the 2001 Stock Plan). The
7
PROXY STATEMENT
Compensation Committee currently consists of
Messrs. Slater, Newman and Tyler, each of whom, in the
judgment of the Companys Board of Directors, is
independent as required by the listing standards of the NYSE.
The Compensation Committee met 12 times and acted twice by
unanimous consent in 2007.
Investment Committee. The Investment Committee
provides oversight and discipline to the investment process.
Investment opportunities are described in written reports based
on detailed research and analyses in a standardized format
applying appropriate underwriting criteria. The Investment
Committee meets with the Companys acquisition personnel,
reviews each submission thoroughly and approves acquisitions of
land having a total investment of greater than $5 million
and all other acquisitions and development projects having a
total investment of greater than $20 million. The
Investment Committee makes a formal recommendation to the Board
of Directors for all acquisitions and development projects with
a total investment in excess of $50 million. The membership
of the Investment Committee currently consists of
Messrs. Shidler, Brennan, Damone, Tyler and Wilson. The
Investment Committee met 38 times and acted once by unanimous
consent in 2007.
Nominating/Corporate Governance Committee. The
Nominating/Corporate Governance Committee recommends individuals
for election as directors at the Annual Meeting of Stockholders
of the Company and in connection with any vacancy that may
develop on the Board of Directors. The Board of Directors, in
turn, as a whole by a majority vote either approves all of the
nominations so recommended by the Nominating/Corporate
Governance Committee or rejects all of the nominations in whole,
but not in part. In the event that the Board of Directors as a
whole by a majority vote rejects the recommended nominations,
the Nominating/Corporate Governance Committee develops a new
recommendation. In addition, the Nominating/Corporate Governance
Committee develops and oversees the Companys corporate
governance policies. The current Nominating/Corporate Governance
Committee consists of Messrs. Lynch, Slater and Wilson,
each of whom, in the judgment of the Companys Board of
Directors, is independent as required by the listing standards
of the NYSE. Mr. Lynch is the current Chairman of the
Nominating/Corporate Governance Committee and also presides at
meetings of non-management directors. The Nominating/Corporate
Governance Committee met four times during 2007 and met in
February 2008 to determine its nominations for this Proxy
Statement.
The Nominating/Corporate Governance Committee will consider
nominees recommended by stockholders of the Company. In order
for a stockholder to nominate a candidate for election as a
director at an Annual Meeting, notice must be given in
accordance with the Bylaws of the Company to the Secretary of
the Company not more than 180 days nor less than
75 days prior to the first anniversary of the preceding
years Annual Meeting. The fact that the Company may not
insist upon compliance with the requirements contained in its
Bylaws should not be construed as a waiver by the Company of its
right to do so at any time in the future.
In general, it is the Nominating/Corporate Governance
Committees policy that, in its judgment, its recommended
nominees for election as members of the Board of Directors of
the Company must, at a minimum, have business experience of a
breadth, and at a level of complexity, sufficient to understand
all aspects of the Companys business and, through either
experience or education, have acquired such knowledge as is
sufficient to qualify as financially literate. In addition,
recommended nominees must be persons of integrity and be
committed to devoting the time and attention necessary to
fulfill their duties to the Company.
The Nominating/Corporate Governance Committee may identify
nominees for election as members of the Board of Directors of
the Company through its own sources (including through
nominations by stockholders made in accordance with the
Companys Bylaws), through sources of other directors of
the Company, and through the use of third-party search firms.
The Company has previously engaged a third party search firm to
identify potential nominees, including Mr. Brenninkmeijer,
and may do so again in the future. Subject to the foregoing
minimum standards, the Nominating/Corporate Governance Committee
will evaluate each nominee on a
case-by-case
basis, assessing each nominees judgment, experience,
independence, understanding of the Companys business or
that of other related industries, and such other factors as the
Nominating/Corporate Governance Committee concludes are
pertinent in light of the current needs of the Companys
Board of Directors.
Special Committee. The Special Committee is
authorized, within limits specified by the Board of Directors,
to approve the terms under which the Company issues Common
Stock, preferred stock or depository shares representing
fractional interests in preferred stock, or under which the
Company or any of the Companys
8
PROXY STATEMENT
subsidiaries, including First Industrial, L.P., issues debt. The
membership of the Special Committee currently consists of
Messrs. Shidler, Brennan and Rau. The Special Committee
acted by unanimous consent four times during 2007.
Communications by Stockholders. Stockholders
of the Company may send communications to the Board of Directors
as a whole, its individual members, its committees or its
non-management members as a group. Communications to the Board
of Directors as a whole should be addressed to The Board
of Directors; communications to any individual member of
the Board of Directors should be addressed to such individual
member; communications to any committee of the Board of
Directors should be addressed to the Chairman of such committee;
and communications to non-management members of the Board of
Directors as a group should be addressed to the Chairman of the
Nominating/Corporate Governance Committee. In each case,
communications should be further addressed
c/o First
Industrial Realty Trust, Inc., 311 South Wacker Drive,
Suite 4000, Chicago, Illinois 60606. All
communications will be forwarded to their respective addressees
and, if a stockholder marks his or her communication
Confidential, will be forwarded directly to the
addressee.
DIRECTOR
COMPENSATION
Directors of the Company who are also employees, namely Michael
W. Brennan and Michael G. Damone, receive no additional
compensation for their services as a director. Compensation of
non-employee directors is reviewed annually by the Compensation
Committee of the Board of Directors, which makes any
recommendations of compensation changes to the entire Board of
Directors. Currently, non-employee directors of the Company
receive an annual directors fee equivalent in value to
$40,000. At least 50% of the value of such fee must be taken in
the form of restricted Common Stock but directors can elect to
receive a greater proportion of their fee in restricted Common
Stock. The Chairman of the Audit Committee receives an
additional fee of $20,000 for his service as Chairman of the
Audit Committee; the Chairman of the Compensation Committee
receives an additional fee of $10,000 for his service as
Chairman of the Compensation Committee; and the Chairman of the
Nominating/Corporate Governance Committee receives an additional
fee of $5,000 for his service as Chairman of the
Nominating/Corporate Governance Committee. Each non-employee
director also receives $2,000 for each in-person meeting of the
Board of Directors attended, $1,500 for each telephonic Board
meeting participated in, $2,000 for each in-person committee
meeting attended and $1,500 for each telephonic committee
meeting participated in. Following the 2007 Annual Meeting of
Stockholders, each of the Companys non-employee directors
also received 1,500 shares of restricted Common Stock under
the 1997 Stock Plan. Shares of restricted Common Stock issued to
directors receive dividends at the same rate as the
Companys Common Stock. Non-employee directors are not
entitled to retirement benefits, incentive compensation or
perquisites, although they are reimbursed for their
out-of-pocket expenses for meeting attendance.
9
PROXY STATEMENT
DIRECTOR
COMPENSATION SUMMARY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned
|
|
|
|
|
|
|
|
|
or Paid in
|
|
Stock
|
|
All Other
|
|
Total
|
Name
|
|
Cash ($)(1)
|
|
Awards ($)(2)
|
|
Compensation ($)(3)
|
|
Compensation ($)
|
|
Jay H. Shidler
|
|
$
|
72,500
|
|
|
$
|
77,942
|
(4)
|
|
$
|
31,171
|
|
|
$
|
181,613
|
|
John W. M. Brenninkmeijer
|
|
$
|
2,000
|
|
|
$
|
425
|
(5)
|
|
$
|
185
|
|
|
$
|
2,610
|
|
Kevin W. Lynch
|
|
$
|
37,000
|
|
|
$
|
69,524
|
(6)
|
|
$
|
23,787
|
|
|
$
|
130,311
|
|
Robert D. Newman
|
|
$
|
33,500
|
|
|
$
|
15,197
|
(7)
|
|
$
|
4,406
|
|
|
$
|
53,103
|
|
John Rau
|
|
$
|
53,500
|
|
|
$
|
68,049
|
(8)
|
|
$
|
25,102
|
|
|
$
|
146,651
|
|
Robert J. Slater
|
|
$
|
55,500
|
|
|
$
|
79,735
|
(9)
|
|
$
|
30,975
|
|
|
$
|
166,210
|
|
W. Ed Tyler
|
|
$
|
102,000
|
|
|
$
|
73,266
|
(10)
|
|
$
|
26,634
|
|
|
$
|
201,900
|
|
J. Steven Wilson
|
|
$
|
99,500
|
|
|
$
|
77,942
|
(11)
|
|
$
|
31,171
|
|
|
$
|
208,613
|
|
|
|
|
(1) |
|
Does not include that portion of non-employee directors
annual director fees paid in the form of Stock Awards. See under
Stock Awards in the adjacent column. |
|
(2) |
|
All reported awards are of shares of restricted Common Stock and
amounts reported represent the amount of expense recognized by
the Company during 2007 under Statement of Financial Accounting
Standard No. 123R (Share-Based Payments)
(FAS 123R) for grants made in 2007 and prior
years. The grant date fair value of each stock award granted in
2007 to a director is reflected in the footnotes below. The
grant date fair value determined under FAS 123R for each
award is approximately equal to the product of the number of
shares of restricted Common Stock granted multiplied by the
closing price of the Common Stock as reported by the NYSE on the
applicable date of grant ($45.70 on January 8, 2007; $44.25
on April 10, 2007; $38.60 on July 9, 2007; $42.16 on
October 8, 2007). |
|
(3) |
|
Amounts represent dividends on shares of unvested restricted
Common Stock. Amounts do not include dividends/distributions
paid on original shares of Common Stock issued in connection
with the Companys initial public offering, shares of
Common Stock purchased subsequently in the open market or by
exercise of options, shares of formerly restricted Common Stock
after such stock has vested or on limited partnership units of
First Industrial, L.P. (which generally are exchangeable on a
one-for-one basis, subject to adjustments, for Common Stock). |
|
(4) |
|
Mr. Shidler received grants of stock during 2007 with the
following grant date fair values: $9,734; $9,779; $67,859; and
$10,835. As of December 31, 2007, Mr. Shidler held
11,569 shares of unvested restricted Common Stock. |
|
(5) |
|
Mr. Brenninkmeijer received a grant of stock during 2007
with a grant date fair value of $10,835. As of December 31,
2007, Mr. Brenninkmeijer held 257 shares of unvested
restricted Common Stock. |
|
(6) |
|
Mr. Lynch received grants of stock during 2007 with the
following grant date fair values: $9,734; $9,779; $67,859; and
$10,835. As of December 31, 2007, Mr. Lynch held
8,978 shares of unvested restricted Common Stock. |
|
(7) |
|
Mr. Newman received a grant of stock during 2007 with the
following grant date fair values: $9,734; $9,779; $67,859; and
$10,835. As of December 31, 2007, Mr. Newman held
2,676 shares of unvested restricted Common Stock. |
|
(8) |
|
Mr. Rau received grants of stock during 2007 with the
following grant date fair values: $4,890; $4,868; $62,879; and
$5,439. As of December 31, 2007, Mr. Rau held
9,251 shares of unvested restricted Common Stock. |
|
(9) |
|
Mr. Slater received grants of stock during 2007 with the
following grant date fair values: $9,734; $9,779; $67,859; and
$10,835. As of December 31, 2007, Mr. Slater held
11,500 shares of unvested restricted Common Stock. |
10
PROXY STATEMENT
|
|
|
(10) |
|
Mr. Tyler received grants of stock during 2007 with the
following grant date fair values: $9,734; $9,779; $67,859; and
$10,835. As of December 31, 2007, Mr. Tyler held
9,977 shares of unvested restricted Common Stock and 30,000
options. |
|
(11) |
|
Mr. Wilson received grants of stock during 2007 with the
following grant date fair values: $9,734; $9,779; $67,859; and
$10,835. As of December 31, 2007, Mr. Wilson held
11,569 shares of unvested restricted Common Stock and
50,000 options. |
EXECUTIVE
COMPENSATION DISCUSSION AND ANALYSIS
OVERVIEW
OF COMPENSATION PROGRAM OBJECTIVES AND
DESIGN
The Compensation Committee of the Companys Board of
Directors (the Committee) has overall responsibility
for approving and evaluating the compensation plans, policies
and programs relating to the executive officers of the Company.
The Company maintains the philosophy that compensation of its
executive officers and other employees should serve the best
interests of the Companys stockholders. Accordingly, the
Company believes its executive compensation program should not
only serve to attract and retain talented, capable individuals,
but also to provide them with proper incentives linked to
performance criteria that are designed to maximize the
Companys overall performance. To this end, the
Companys compensation program consists of a mix of
compensation that is intended to compensate executive officers
for their contributions during the year and to reward them for
achievements that lead to increased Company performance and
increases in stockholder value.
THE
EXECUTIVE COMPENSATION PROCESS AND THE ROLE OF EXECUTIVE
OFFICERS IN COMPENSATION DECISIONS
The Compensation Committee typically formulates executive
compensation beginning in the December before and in the first
quarter of the applicable fiscal year by setting that
years salary and, if applicable, maximum cash and equity
bonus for each of its Chief Executive Officer, its Chief
Financial Officer and its three other most highly compensated
executive officers (the Named Executive Officers)
and certain other members of senior management. Also, typically,
in the first quarter of the applicable fiscal year, the
Compensation Committee adopts, and the full Board of Directors
ratifies, the performance criteria to be used to determine the
Chief Executive Officers and other Named Executive
Officers (other than Gerald Pientka) incentive
compensation for that year. Then, after the end of the
applicable fiscal year, the Compensation Committee meets to
determine incentive compensation to be paid to the Named
Executive Officers (other than Mr. Pientka) with respect to
that year. At that time, the Compensation Committee also reviews
the calculations of the incentive compensation of senior
management with respect to that year, per the terms of the
respective plans and agreements covering those members of senior
management. Per such determination, the Company pays cash
bonuses, typically in February, and issues restricted stock,
typically in March. In the case of the Named Executive
Officers 2007 incentive compensation, the Compensation
Committee reviewed/determined both the cash and equity
components of incentive compensation at meetings on
January 23, 2008, February 2, 2008 and
February 12, 2008. Cash bonuses were paid on
February 22, 2008 and restricted stock awards were granted
on March 7, 2008. The restricted stock awards were granted
in the ordinary course, and the number of shares to be awarded
was based on the closing price of the Companys Common
Stock on February 11, 2008, the day prior to the
Compensation Committees final meeting to approve incentive
compensation.
Periodically, though not every year, the Company and the
Compensation Committee engage the services of outside
consultants to evaluate the Companys executive
compensation program. In 2007, the Compensation Committee
retained FPL Associates, an outside consultant, to review the
appropriateness of the compensation of the Companys Chief
Executive Officer, Chief Financial Officer, Chief Investment
Officer and Executive Vice President Operations, and
certain other members of senior management. As part of its
review, the outside consultant surveyed a range of real estate
companies that included not only the Companys industrial
peers, but
11
PROXY STATEMENT
similarly sized companies and companies with similar operating
strategies from other sectors of the REIT industry. Peers
identified by management and the Compensation Committee for
inclusion in the survey were: AMB Property Corp.,
Archstone-Smith Trust, Boston Properties, Inc., BRE Properties,
Inc., Corporate Office Properties Trust, Cousins Properties,
Inc., Crescent Real Estate Equities, Developers Diversified
Realty, Duke Realty Corp., Eastgroup Properties, Inc., Essex
Property Trust, Inc., FelCor Lodging Trust, Inc., Home
Properties, Inc., Kimco Realty Corporation, Liberty Property
Trust, Mack-Cali Realty Corp., Maguire Properties, Inc.,
Pennsylvania REIT, PS Business Parks, Inc., ProLogis, Realty
Income Corporation, SL Green Realty Corp., Taubman Centers, Inc.
and Vornado Realty Trust. The Compensation Committee used this
survey not as a benchmark, per se, but rather to gauge generally
the appropriateness of the Companys executive compensation
programs.
The Companys Chief Executive Officer and Chief Financial
Officer participate in meetings with the Compensation Committee
at various times throughout the year. During the December before
and first quarter of the applicable fiscal year, they meet with
the Compensation Committee to present and discuss
recommendations with respect to the applicable fiscal
years salaries for the Named Executive Officers and
maximum cash and equity bonus for the Named Executive Officers
(other than Mr. Pientka). In the first quarter of each
year, they meet with the Compensation Committee to present and
discuss recommendations with respect to incentive compensation
for the year just ended. They also meet with the Compensation
Committee regarding employment agreements that the Company has
entered into and assist the Compensation Committee in providing
compensation information to outside consultants engaged to
evaluate the Companys compensation programs.
EXECUTIVE
COMPENSATION COMPONENTS
The components of the Companys executive compensation
program are base salary, incentive bonuses (both cash and equity
awards) and benefits/perquisites (including premiums paid by the
Company on term life insurance and long-term disability
insurance, car allowances, moving and housing allowances,
personal financial planning allowances, 401(k) matching
contributions and standard health, life and disability
insurance).
Each component of the Companys executive compensation
program serves to attract and retain talented, capable
individuals to the Companys management ranks. Incentive
bonuses serve the added purpose of providing such individuals
with proper incentives linked to performance criteria that are
designed to maximize the Companys overall performance.
The Company considers base salary, incentive bonuses and
benefits/perquisites as independent components of the
Companys executive compensation program. Base salary and
benefits/perquisites are intended to compensate Named Executive
Officers for services rendered and increases to their base
salary are a function of individual performance and general
economic conditions. Incentive bonuses, by contrast, are linked
to, and are a function of the achievement of, performance
criteria that are designed to maximize the Companys
overall performance. Base salary and benefits/perquisites
constitute approximately 1/3 of Named Executive Officers
compensation in a typical year, while incentive bonus makes up
approximately 2/3. This allocation between base salary and
incentive compensation is consistent with the Compensation
Committees compensation philosophy that executive
officers compensation should be largely tied to
performance criteria designed to maximize the Companys
overall performance.
The Compensation Committee does not have a specific policy
regarding the mix of cash and non-cash compensation awarded to
its executive officers, although it believes that a significant
portion of executive officer compensation should be paid in the
form of equity. The mix of maximum cash and non-cash incentive
compensation our executive officers are entitled to receive is
set forth in their respective employment agreements. Depending
on the individual, non-cash compensation makes up approximately
40% of the executive officers potential incentive
compensation.
When granting non-cash compensation to the executive officers,
the Compensation Committee uses restricted stock awards.
Typically, such restricted stock awards vest ratably over
3 years and are denominated based on the closing price of
the Companys Common Stock on the day prior to the
submission of award information and recommendations to the
Compensation Committee for purposes of its award determinations.
The Compensation
12
PROXY STATEMENT
Committee believes that restricted stock awards play an
important role in aligning managements interests with
those of the Companys stockholders in that restricted
stock (other than the vesting and transfer restrictions
applicable to it) is economically identical to
stockholders common stock. For this reason, restricted
stock awards have been and, the Company expects, will continue
to be a significant part of executive compensation.
SETTING
EXECUTIVE COMPENSATION
Base
Salary
The Company provides the Named Executive Officers with base
salary to compensate them for services rendered during the
fiscal year. The base salaries of the Named Executive Officers
are a function of the minimum base salaries specified in their
employment agreements and the increases to such base salaries
approved by the Compensation Committee. The Compensation
Committee consulted with outside compensation consultants in
setting the base salaries of the Named Executive Officers that
are specified in their employment agreements. In determining
increases to such base salaries for the following year, the
Compensation Committee considers individual performance of the
Named Executive Officers in the most recently completed year,
including organizational and management development and sales
leadership exhibited from year-to-year and peer information
provided by compensation consultants. The Compensation Committee
also considers general economic conditions prevailing at the end
of such year, when the increases for the following year are
typically determined. Overall, the increases in base salaries
for 2007 were relatively modest and reflect a cost of living
increase. The increase in the base salary of the Companys
Chief Executive Officer reflects, in addition to a cost of
living increase, the Compensation Committees consideration
of the Chief Executive Officers leadership of the Company
and the Companys strong performance during 2006.
Incentive
Bonuses
The Company provides the executive officers with incentive
compensation, which currently includes cash and equity awards in
the form of restricted stock, to incentivize and reward them for
Company and individual performance in specified areas that
serves the best interests of the Companys stockholders.
Our Chief Executive Officer, Chief Financial Officer, Chief
Investment Officer and Executive Vice President
Operations each participate in an incentive compensation plan
(the Executive Officer Bonus Plan) which derives
from the Companys strategic plan, while other members of
senior management are covered by separate plans/agreements.
The Executive Officer Bonus Plan seeks to tie executive officer
compensation to achievement of the Companys business plan
and individual goals. Under the Executive Officer Bonus Plan,
awards are made in cash and restricted stock based on maximum
cash and equity bonuses, expressed as a percentage of
participants base salaries. The maximum cash and equity
bonuses are based on the participants employment
agreements and are subject to increase by the Compensation
Committee. The maximum bonus for 2007 for the Named Executive
Officers that participated in the Executive Officer Bonus Plan
were as follows:
|
|
|
|
|
|
|
|
|
|
|
Maximum
|
|
Maximum
|
Named Executive Officer
|
|
Cash Bonus
|
|
Equity Bonus
|
|
Michael W. Brennan
|
|
|
225
|
%
|
|
|
187
|
%
|
Michael J. Havala
|
|
|
200
|
%
|
|
|
187
|
%
|
Johannson L. Yap
|
|
|
200
|
%
|
|
|
187
|
%
|
David P. Draft
|
|
|
180
|
%
|
|
|
187
|
%
|
13
PROXY STATEMENT
When granting awards under the Executive Officer Bonus Plan, the
Compensation Committee evaluates five broad performance
categories designed to reward different areas of executive
officer performance. These categories include earnings growth,
growth in stockholder value, customer base growth, personnel
excellence and competitiveness. Under these five broad
categories are more specific goals and objectives: for example,
under the broad category earnings growth there is a
funds from operations (or
FFO(2))
growth percentage target, among other targets; under
growth in stockholder value there is a target total
stockholder return, among other targets; under customer
base growth there is a tenant retention target, among
other targets; under personnel excellence there is a
target percentage for employee satisfaction, among other
targets; under competitiveness there is a target
percentage for portfolio occupancy to exceed market occupancy,
among other targets.
The Compensation Committee sets targets based on the
above-described criteria at the beginning of each year and
evaluates whether the Company met, exceeded or failed to meet
each of these more specific goals and objectives. Based on this
evaluation, the Compensation Committee assigns an overall
grade to each of the broad categories. An overall
weighted average grade, expressed as a percentage, is then
established based on the weight the Compensation Committee has
assigned to each of the broad categories: currently 50% to
earnings growth and 12.5% to each of customer base growth,
personnel excellence, competitiveness and growth in stockholder
value. Earnings growth is given the greatest weight in this
calculation because the Compensation Committee believes this
category represents the most important goal for our executive
officers for the reasons stated in the note below.
For 2007, the Compensation Committee assigned a high grade to
the earnings growth category. This grade was primarily based on
FFO per share growth of 12%, compared to a target of 10%. In
addition to the grade for earnings growth, the Compensation
Committee assigned average grades for customer base growth,
personnel excellence, and competitiveness and a low grade for
growth in stockholder value. The overall weighted average grade
is then applied to the applicable officers maximum cash
and equity bonus to compute the executive officers
estimated cash and non-cash bonus payout.
Once the Compensation Committee has determined the estimated
cash and non-cash bonus payout for each executive officer, it
has the discretion to increase or decrease such amounts, and to
alter the mix of cash versus non-cash compensation. Based on the
achievement of these and other factors and on the Compensation
Committees evaluation of certain other qualitative
factors, including organizational and management development and
sales leadership exhibited from year-to-year, the Compensation
Committee awarded bonuses to the Named Executive Officers that
participate in the Executive Officer Bonus Plan ranging from 58%
to 87% of the executive officers maximum cash bonus
potential and 58% to 87% of the executive officers maximum
equity bonus potential (based on the closing price of the
Companys common stock on February 11, 2008 ($31.28)).
This range is primarily attributable to differences in
individual performance evaluations. The Compensation Committee
rewarded Michael
(2) FFO is a non-GAAP measure that the Company
defines as net income available to common stockholders, plus
depreciation and amortization of real estate, minus accumulated
depreciation and amortization on real estate sold. Investors in
and analysts following the real estate industry utilize FFO,
variously defined, as a supplemental performance measure. The
Company considers FFO, given its wide use by and relevance to
investors and analysts, an appropriate supplemental performance
measure. FFO, reflecting the assumption that real estate asset
values rise or fall with market conditions, principally adjusts
for the effects of GAAP depreciation/amortization of real estate
assets. In addition, FFO is commonly used in various ratios,
pricing multiples/yields and returns and valuation calculations
used to measure financial position, performance and value. FFO
does not represent cash generated from operating activities in
accordance with GAAP and is not necessarily indicative of cash
available to fund cash needs, including the repayment of
principal on debt and payment of dividends and distributions.
FFO should not be considered as a substitute for net income
available to common stockholders (calculated in accordance with
GAAP) as a measure of results of operations or cash flows
(calculated in accordance with GAAP) as a measure of liquidity.
FFO as calculated by the Company may not be comparable to
similarly titled, but differently calculated, measures of other
REITs or to the definition of FFO published by NAREIT. Please
see the reconciliation of FFO to net income available to common
stockholders contained in our Current Report on
Form 8-K
dated February 21, 2008.
14
PROXY STATEMENT
Havalas success in expanding the Companys access to
private equity capital notwithstanding the difficult environment
for such transactions and rewarded Johannson Yaps success
in initiating the Companys international expansion.
Incentive compensation for other members of senior management is
covered by their respective employment agreements. In the case
of Mr. Pientka, his employment agreement provides that his
annual incentive compensation is based on an amount equal to two
percent (2%) of net after-tax profits generated from land
purchases and sales,
ground-up
development and redevelopment activities.
Mr. Pientkas incentive compensation metrics are more
narrowly focused than the other Named Executive Officers because
Mr. Pientkas responsibilities are primarily related
to the Companys development activities rather than
Company-wide activities. For 2007, it also provides a guaranteed
bonus draw of $275,000 against his incentive compensation and
that incentive compensation in excess of his bonus draw shall be
paid 60% in cash and 40% in restricted stock. Mr. Pientka
has no maximum cash and equity bonus under his employment
agreement.
Benefits/Perquisites
The Company provides the Named Executive Officers with certain
benefits/perquisites, which, depending on the officer, include
premiums paid by the Company on term life insurance and
long-term disability insurance, car allowances, personal
financial planning allowances, and, when applicable, moving and
housing allowances. The Named Executive Officers, along with all
of the Companys other full time employees, also receive
401(k) matching contributions and standard health, life and
disability insurance. Premiums are paid by the Company on term
life insurance and long-term disability insurance and personal
financial planning allowances are provided only if specified in
the employment agreements of the Named Executive Officers.
Current car allowances were set in 2000, 2001 and 2006 and are a
function of the then prevailing market rates to lease and
operate an executive class vehicle. 401(k) matching payments are
a function of each Named Executive Officers contribution
to his 401(k) account during the year and the percentage match
which management determines to apply to the Companys
401(k) Plan for that year. Standard health, life and disability
insurance benefits are a function of the group benefit packages
the Company is able to negotiate with third party providers.
Termination
and
Change-in-Control
Triggers
Each of the Companys Named Executive Officers has an
employment agreement, along with an agreement in respect of his
restricted stock awards pursuant to the Companys stock
incentive plans, and such agreements specify events, including
involuntary termination and
change-in-control,
that trigger the payment of cash
and/or
vesting in restricted stock awards. The Company believes having
such events as triggers for the payment of cash
and/or
vesting in restricted stock awards promotes stability and
continuity of management. See Potential Payments Upon
Termination or Change of Control below for more
information on the payments triggered by such events.
Stock
Ownership Guidelines
The stock ownership guidelines for the Companys directors
and senior executive officers are as follows:
|
|
|
|
|
|
|
|
|
|
|
Base Salary
|
|
Time to
|
Position
|
|
Multiple
|
|
Attain
|
|
Directors
|
|
|
3
|
x
|
|
|
5 years
|
|
Chief Executive Officer
|
|
|
5
|
x
|
|
|
5 years
|
|
Chief Financial Officer, Chief Investment Officer and Executive
Vice Presidents
|
|
|
4
|
x
|
|
|
5 years
|
|
The stock ownership goal for each person subject to the
ownership guidelines is determined on an individual basis, first
in dollars as a multiple of the executives base salary,
and then by converting that amount to a fixed number of shares.
A copy of the Stock Ownership Guidelines can be found on the
Investor Relations/Corporate Governance section of the
Companys website at www.firstindustrial.com.
15
PROXY STATEMENT
Stock
Retention Requirements
Until the directors and senior executive officers reach their
respective stock ownership goal, they will be required to retain
shares that are owned on the date they became subject to the
Stock Ownership Guidelines and at least seventy-five percent
(75%) of net shares delivered through the
Companys executive compensation plans. Net
shares deducts from the number of shares obtained by
exercising stock options or through the vesting of awards the
number of shares the executive sells to pay exercise costs or
taxes. If the executive transfers an award to a family member,
the transferee becomes subject to the same retention
requirements. Until the director and executive stock ownership
goals have been met, shares may be disposed of only for one or
more of the exclusion purposes as set forth in the
Companys Stock Ownership Guidelines.
TAX AND
ACCOUNTING IMPLICATIONS
Deductibility
of Executive Compensation
Section 162(m) of the Internal Revenue Code of 1986, as
amended (the Code), generally limits the deductible
amount of annual compensation paid by a public company to a
covered employee (the chief executive officer and
four other most highly compensated executive officers of the
Company) to no more than $1 million. The Company does not
believe that Section 162(m) of the Code is applicable to
its current arrangements with its executive officers.
Accounting
for Restricted Stock
Effective January 1, 2006, the Company adopted
FAS 123R, using the modified prospective application
method, which requires measurement of compensation cost for the
Companys restricted stock awards at fair value on the date
of grant and recognition of compensation over the service period
for awards expected to vest. Although the Compensation Committee
has considered the impacts of FAS 123R, it has not altered
its equity award practices as a result of it.
COMPENSATION
COMMITTEE REPORT
The Compensation Committee of the Board of Directors of the
Company has reviewed, and discussed with management, the
Compensation Discussion and Analysis included above in this
Proxy Statement. Based on such review and discussions, the
Compensation Committee recommended to the Board of Directors of
the Company that the Compensation Discussion and Analysis be
included in the Companys annual report on
Form 10-K
for the Companys fiscal year ended December 31, 2007.
Submitted by the Compensation Committee:
Robert J. Slater, Chairman
W. Ed Tyler
Robert D. Newman
16
PROXY STATEMENT
EXECUTIVE
COMPENSATION SUMMARY
The Summary Compensation Table below sets forth the aggregate
compensation, including cash compensation and amortization
expenses of, and ordinary dividends with respect to, restricted
stock awards, paid by the Company to its Chief Executive
Officer, its Chief Financial Officer and its three other most
highly compensated executive officers (the Named Executive
Officers) for the fiscal year ended December 31,
2007. The Grants of Plan Based Awards Table following the
Summary Compensation Table provides additional information
regarding the cash compensation paid and restricted stock
awarded by the Company to Named Executive Officers.
The Companys Chief Executive Officer, Chief Financial
Officer, Chief Investment Officer and Executive Vice
President Operations have employment agreements
which provide for an annual base salary, subject to increase or
decrease at the discretion of the Compensation Committee, an
annual cash
and/or
equity bonus at the discretion of the Board of Directors and as
may be determined by the Committee
and/or the
Board, and certain other benefits.
Base salary of the Named Executive Officers accounted for only
approximately 20% of the aggregate total compensation of the
Named Executive Officers for 2007. This is consistent with the
Companys compensation philosophy, which is to weight
compensation towards incentive compensation to better align
executive compensation with the Companys actual economic
performance during the applicable fiscal year.
Restricted Common Stock granted to the Named Executive Officers
typically vests in three approximately equal installments on
each January 1st following the year of grant. From and
after the date of issuance, holders of the restricted Common
Stock are entitled to vote such Common Stock and receive
dividends at the same rate applicable to unrestricted shares of
Common Stock.
SUMMARY
COMPENSATION TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
|
|
|
|
|
|
Annual
|
|
Stock
|
|
Incentive Plan
|
|
All Other
|
|
|
|
|
|
|
Salary
|
|
Awards
|
|
Compensation
|
|
Compensation
|
|
Total
|
Name and Principal Position
|
|
Year
|
|
($)
|
|
($)(1)
|
|
($)(2)
|
|
($)(3)
|
|
($)
|
|
Michael W. Brennan
|
|
|
2007
|
|
|
$
|
600,000
|
|
|
$
|
1,219,139
|
|
|
$
|
776,872
|
|
|
$
|
308,741
|
|
|
$
|
2,904,752
|
|
President and CEO
|
|
|
2006
|
|
|
|
530,000
|
|
|
|
1,061,425
|
|
|
|
850,000
|
|
|
|
301,104
|
|
|
|
2,742,529
|
|
Michael J. Havala
|
|
|
2007
|
|
|
$
|
328,000
|
|
|
$
|
756,229
|
|
|
$
|
570,720
|
|
|
$
|
205,315
|
|
|
$
|
1,860,264
|
|
Chief Financial Officer
|
|
|
2006
|
|
|
|
315,000
|
|
|
|
682,314
|
|
|
|
450,500
|
|
|
|
210,887
|
|
|
|
1,658,701
|
|
Johannson L. Yap
|
|
|
2007
|
|
|
$
|
347,000
|
|
|
$
|
754,104
|
|
|
$
|
603,780
|
|
|
$
|
201,799
|
|
|
$
|
1,906,683
|
|
Chief Investment Officer
|
|
|
2006
|
|
|
|
334,000
|
|
|
|
594,722
|
|
|
|
467,500
|
|
|
|
199,208
|
|
|
|
1,595,430
|
|
David P. Draft
|
|
|
2007
|
|
|
$
|
312,000
|
|
|
$
|
603,618
|
|
|
$
|
370,656
|
|
|
$
|
262,969
|
|
|
$
|
1,549,243
|
|
Executive Vice President Operations
|
|
|
2006
|
|
|
|
300,000
|
|
|
|
543,297
|
|
|
|
391,000
|
|
|
|
145,247
|
|
|
|
1,379,544
|
|
Gerald Pientka
|
|
|
2007
|
|
|
$
|
240,000
|
|
|
$
|
334,653
|
|
|
$
|
475,906
|
|
|
$
|
94,543
|
|
|
$
|
1,145,102
|
|
Executive Vice President Development
|
|
|
2006
|
|
|
|
221,846
|
|
|
|
158,333
|
|
|
|
424,825
|
|
|
|
78,569
|
|
|
|
883,573
|
|
|
|
|
(1) |
|
The amount reflected is the cost recognized by the Company in
2007 under FAS 123R for all restricted stock grants to the
executive in 2007 and prior years. |
|
(2) |
|
Amounts represent cash incentive compensation awarded in
February 2008 based on performance for the year ended
December 31, 2007. |
|
(3) |
|
Includes premiums paid by the Company on term life insurance and
long-term disability insurance, car allowances, personal
financial planning allowances and 401(k) matching payments. Term
life insurance premiums paid on behalf of Mr. Brennan
aggregated $15,800 and $15,800 in 2007 and 2006, respectively.
In the case of Mr. Draft in 2007, also includes a moving
allowance of approximately $97,941 and a housing/parking
allowance of approximately $16,849. Also includes dividends on
shares of unvested restricted Common Stock in 2007 and 2006,
respectively, of: $271,142 and $263,679 for Mr. Brennan;
$181,395 and $187,160 for Mr. Havala; $178,511 and $176,113
for Mr. Yap; $128,347 and $128,997 for Mr. Draft; and
$85,543 and |
17
PROXY STATEMENT
|
|
|
|
|
$70,250 for Mr. Pientka. Does not include
dividends/distributions paid on original shares of Common Stock
issued in connection with the Companys initial public
offering, shares of Common Stock purchased subsequently in the
open market or by exercise of options, shares of formerly
restricted Common Stock after such stock has vested or on
limited partnership units of First Industrial, L.P. (which
generally are exchangeable on a one-for-one basis, subject to
adjustments, for Common Stock). |
GRANTS OF
PLAN BASED AWARDS TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future Payouts
|
|
|
|
|
|
|
|
Grant Date
|
|
|
|
|
|
|
Under Non-Equity Incentive
|
|
Estimated Future Payouts Under
|
|
Fair Value
|
|
|
|
|
|
|
Plan Awards
|
|
Equity Incentive Plan Awards
|
|
of Stock
|
|
|
Date
|
|
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Awards
|
Name
|
|
Grant
|
|
Approval
|
|
($)
|
|
($)(4)
|
|
($)
|
|
($)
|
|
($)(4)
|
|
($)(5)
|
|
($)(6)
|
(a)
|
|
(b)
|
|
Date
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
Michael W. Brennan
|
|
|
(1
|
)
|
|
|
(1
|
)
|
|
|
(2
|
)
|
|
|
850,000
|
|
|
|
1,350,000
|
|
|
|
(2
|
)
|
|
|
1,417,680
|
|
|
|
1,122,000
|
|
|
|
616,164
|
|
Michael J. Havala
|
|
|
(1
|
)
|
|
|
(1
|
)
|
|
|
(2
|
)
|
|
|
450,500
|
|
|
|
656,000
|
|
|
|
(2
|
)
|
|
|
751,349
|
|
|
|
613,360
|
|
|
|
509,241
|
|
Johannson L. Yap
|
|
|
(1
|
)
|
|
|
(1
|
)
|
|
|
(2
|
)
|
|
|
467,500
|
|
|
|
694,000
|
|
|
|
(2
|
)
|
|
|
779,703
|
|
|
|
648,890
|
|
|
|
538,733
|
|
David P. Draft
|
|
|
(1
|
)
|
|
|
(1
|
)
|
|
|
(2
|
)
|
|
|
391,000
|
|
|
|
561,600
|
|
|
|
(2
|
)
|
|
|
652,154
|
|
|
|
583,440
|
|
|
|
367,454
|
|
Gerald Pientka
|
|
|
(1
|
)
|
|
|
(1
|
)
|
|
|
(3
|
)
|
|
|
424,825
|
|
|
|
(3)
|
|
|
|
(3
|
)
|
|
|
462,492
|
|
|
|
(3)
|
|
|
|
403,691
|
|
|
|
|
(1) |
|
On February 23, 2007, the Compensation Committee determined
2007 salaries for the Named Executive Officers and set maximum
percentages applicable to the cash and equity bonuses for
Messrs. Brennan, Havala, Yap and Draft. The Compensation
Committee adopted performance criteria for 2007 bonus
eligibility on March 29, 2007. Cash and equity incentive
awards bonuses for Named Executive Officers for 2007 were
determined at meetings in January and February 2008. Cash
bonuses for Named Executive Officers were paid February 22,
2008, and shares of restricted Common Stock were issued on
March 7, 2008. |
|
(2) |
|
Bonus payments for Messrs. Brennan, Havala, Yap and Draft
do not have threshold amounts. |
|
(3) |
|
Under his employment agreement (described above) with the
Company, Mr. Pientka is not subject to any threshold amount
or any limit on his cash or equity incentive compensation. |
|
(4) |
|
The Company has no incentive bonus targets, per se. Amounts
shown are the aggregate dollar values of the cash and equity
incentive bonuses paid for the year ended December 31, 2006. |
|
(5) |
|
The Company does not express its maximum payout in numbers of
shares, but rather as a dollar value based on a percentage of
salary (187% in the case Messrs. Brennan, Havala, Yap and
Draft). |
|
(6) |
|
The Company typically grants shares of restricted Common Stock
in March of each year as compensation for the prior years
performance. On March 7, 2008, the Company granted shares
of restricted Common Stock to the Named Executive Officers as
follows: 20,642 to Mr. Brennan; 17,060 to Mr. Havala;
18,048 to Mr. Yap; 12,310 to Mr. Draft; and 13,524 to
Mr. Pientka. The dollar amount shown represents closing
price of the Companys Common Stock as reported by the NYSE
on March 7, 2008 ($29.85). |
18
PROXY STATEMENT
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
Number
|
|
Market Value
|
|
|
Securities
|
|
Securities
|
|
|
|
|
|
Of Share
|
|
of Shares or
|
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
Or Units
|
|
Units of
|
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
|
|
Of Stock
|
|
Stock
|
|
|
Options
|
|
Options
|
|
Exercise
|
|
Option
|
|
That Have
|
|
That Have
|
|
|
(#)
|
|
(#)
|
|
Price
|
|
Expiration
|
|
Not Vested
|
|
Not Vested
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
($)
|
|
Date
|
|
(#)
|
|
($)
|
(a)
|
|
(b)
|
|
(c)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)(6)
|
|
Michael W. Brennan(1)
|
|
|
60,000
|
|
|
|
0
|
|
|
|
31.13
|
|
|
|
5-14-08
|
|
|
|
95,135
|
|
|
|
3,291,671
|
|
|
|
|
75,000
|
|
|
|
0
|
|
|
|
33.13
|
|
|
|
1-23-11
|
|
|
|
|
|
|
|
|
|
|
|
|
32,000
|
|
|
|
0
|
|
|
|
30.53
|
|
|
|
1-16-12
|
|
|
|
|
|
|
|
|
|
Michael J. Havala(2)
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
63,642
|
|
|
|
2,202,013
|
|
Johannson L. Yap(3)
|
|
|
52,000
|
|
|
|
0
|
|
|
|
33.13
|
|
|
|
1-23-11
|
|
|
|
62,634
|
|
|
|
2,167,136
|
|
David P. Draft(4)
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
45,029
|
|
|
|
1,558,034
|
|
Gerald Pientka(5)
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
30,015
|
|
|
|
1,038,510
|
|
|
|
|
(1) |
|
Of the shares of unvested restricted Common Stock reported in
column (g), 30,925 vested in January 2008, as to which
restrictions have been removed, 24,485 vest in January 2009,
17,606 vest in January 2010 and 22,120 vest in approximately
equal installments in January 2011, 2012 and 2013. |
|
(2) |
|
Of the shares of unvested restricted Common Stock reported in
column (g), 19,621 vested in January 2008, as to which
restrictions have been removed, 15,761 vest in January 2009,
11,129 vest in January 2010 and 17,118 vest in approximately
equal installments in January 2011, 2012 and 2013. |
|
(3) |
|
Of the shares of unvested restricted Common Stock reported in
column (g), 19,649 vested in January 2008, as to which
restrictions have been removed, 15,918 vest in January 2009,
10,988 vest in January 2010 and 16,081 vest in approximately
equal installments in January 2011, 2012 and 2013. |
|
(4) |
|
Of the shares of unvested restricted Common Stock reported in
column (g), 15,247 vested in January 2008, as to which
restrictions have been removed, 11,800 vest in January 2009,
8,027 vest in January 2010 and 9,960 vest in approximately equal
installments in January 2011, 2012, 2013 and 2014. |
|
(5) |
|
Of the shares of unvested restricted Common Stock reported in
column (g), 8,338 vested in January 2008, as to which
restrictions have been removed, 8,339 vest in January 2009,
8,338 vest in January 2010 and 5,000 vest in January 2011. |
|
(6) |
|
The dollar amounts shown in column (h) are approximately
equal to the product of the number of shares of restricted
Common Stock reported in column (g) multiplied by the
closing price of the Common Stock as reported by the NYSE on
December 31, 2007, the last trading day of the year
($34.60). This valuation does not take into account any
diminution in value that results from the restrictions
applicable to such Common Stock. |
19
PROXY STATEMENT
OPTION
EXERCISES AND STOCK VESTED
In 2007, no options were exercised by the Named Executive
Officers and an aggregate of 85,491 shares of restricted
Common Stock held by the Named Executive Officers vested.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Awards
|
|
Stock Awards
|
|
|
Number of
|
|
|
|
Number of
|
|
|
|
|
Shares
|
|
|
|
Shares
|
|
Value
|
|
|
Acquired on
|
|
Value Realized
|
|
Acquired on
|
|
Realized
|
|
|
Exercise
|
|
on Exercise
|
|
Vesting
|
|
on Vesting
|
Name
|
|
(#)
|
|
($)
|
|
(#)(1)
|
|
($)(2)
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
Michael W. Brennan
|
|
|
0
|
|
|
|
|
|
|
|
29,397
|
|
|
|
1,374,898
|
|
Michael J. Havala
|
|
|
0
|
|
|
|
|
|
|
|
19,228
|
|
|
|
899,294
|
|
Johannson L. Yap
|
|
|
0
|
|
|
|
|
|
|
|
16,922
|
|
|
|
791,442
|
|
David P. Draft
|
|
|
0
|
|
|
|
|
|
|
|
14,944
|
|
|
|
698,931
|
|
Gerald Pientka
|
|
|
0
|
|
|
|
|
|
|
|
5,000
|
|
|
|
233,850
|
|
|
|
|
(1) |
|
The shares of Common Stock reported in column (d) vested on
January 1, 2007. |
|
(2) |
|
The dollar amounts shown in column (e) are approximately
equal to the product of the number of shares of Common Stock
reported in column (d) multiplied by the closing price of
the Common Stock as reported by the NYSE on January 3,
2007, the first trading following the date of vesting of such
award ($46.77). |
POTENTIAL
PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
Employment
Agreements
The Company has entered into written employment agreements with
Messrs. Brennan, Havala, Yap, Draft and Pientka. These
employment agreements may require the Company to make payments
and provide benefits to these executives in the event of a
termination of their employment or of a change of control.
Severance amounts payable to Messrs. Havala, Yap and Draft
upon their termination will be reduced if such amounts become
payable after their respective 67th birthdays. In addition
to their rights under the standard grant agreements under our
stock incentive plans, Messrs. Havala, Yap and Draft are
entitled to the accelerated vesting of their restricted stock
and stock options in the event their employment is terminated
without cause. In addition to his rights under the standard
grant agreements under our stock incentive plans,
Mr. Pientka is entitled to the accelerated vesting of his
restricted stock in the event his employment is terminated
without cause.
In addition to the events of termination of employment
identified in the following table, the employment agreements
provide for payments in the event of an executives death
or disability. Mr. Brennans agreement provides that,
upon a termination related to disability, Mr. Brennan is
entitled to receive his current annual base salary for five
years after termination and to the continuation of his health
benefits or comparable health coverage for a period of up to
five years. Upon a work-related disability, each of
Mr. Havala, Mr. Yap and Mr. Draft is entitled to
severance in an amount equal to three times his annual base
salary, plus 75% of his maximum bonus potential for the
then-current year prorated through the date of termination. Upon
death, each executive is entitled to such base salary and unused
vacation pay that has accrued and remains unpaid through the
date of death and 75% of the maximum cash bonus for which he
would have been eligible, prorated through the date of his
death. Mr. Pientka is entitled to 50% of his prior
years total compensation upon permanent disability or
death.
The employment agreements also contain important non-financial
provisions that apply in the event of a termination of
employment or of a change of control. Benefits payable upon a
merger, acquisition or other changes in control are payable upon
consummation of such transactions regardless of whether the
executive is terminated. Each of Mr. Havala, Mr. Yap
and Mr. Draft has agreed to a one-year covenant not to
compete after his termination, except in connection with certain
changes in control of the Company. Each of Mr. Havala,
Mr. Yap and Mr. Draft has agreed to a six-month
covenant not to compete in connection with certain changes in
control of the Company. In the event of termination,
Mr. Brennan has agreed to a one-year covenant not to
compete and a two-year covenant (one year in the case of a
change of control) not to solicit Company employees after
termination. Mr. Pientka has agreed to a one-year covenant
not to compete after his termination.
20
PROXY STATEMENT
Stock
Incentive Plans
Under the 1994, 1997 and 2001 Stock Plans, unvested restricted
Common Stock vests in the event of a change of control or
involuntary termination. Assuming that the triggering event
occurred on December 31, 2007, Messrs. Brennan,
Havala, Yap, Draft and Pientka would have vested in restricted
Common Stock having the respective values set forth in the table
below.
The following table includes estimated payments owed and
benefits required to be provided to the applicable Named
Executive Officer under the employment agreements and stock
incentive plans described above, exclusive of benefits available
on a non-discriminatory basis generally, in each case assuming
that the triggering event described in the table occurred on
December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated
|
|
|
Medical
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Insurance
|
|
|
|
|
|
Severance
|
|
|
Awards
|
|
|
Premiums
|
|
Name
|
|
Triggering Event
|
|
(1)($)
|
|
|
(3)($)
|
|
|
(4)($)
|
|
|
Michael W. Brennan
|
|
Change of Control
|
|
|
4,585,735
|
|
|
|
3,291,671
|
|
|
|
25,923
|
|
|
|
Termination w/out Cause(2)
|
|
|
4,585,735
|
|
|
|
3,291,671
|
|
|
|
25,923
|
|
|
|
Non-renewal of Agreement
|
|
|
3,838,588
|
|
|
|
3,291,671
|
|
|
|
25,923
|
|
|
|
Termination for Cause
|
|
|
0
|
|
|
|
3,291,671
|
|
|
|
0
|
|
Michael J. Havala
|
|
Change of Control
|
|
|
2,624,000
|
|
|
|
2,202,013
|
|
|
|
38,885
|
|
|
|
Termination w/out Cause(2)
|
|
|
1,476,000
|
|
|
|
2,202,013
|
|
|
|
38,885
|
|
|
|
Termination for Cause
|
|
|
0
|
|
|
|
2,202,013
|
|
|
|
0
|
|
Johannson L. Yap
|
|
Change of Control
|
|
|
2,776,000
|
|
|
|
2,167,136
|
|
|
|
38,885
|
|
|
|
Termination w/out Cause(2)
|
|
|
1,561,500
|
|
|
|
2,167,136
|
|
|
|
38,885
|
|
|
|
Termination for Cause
|
|
|
0
|
|
|
|
2,167,136
|
|
|
|
0
|
|
David P. Draft
|
|
Change of Control
|
|
|
2,308,800
|
|
|
|
1,558,034
|
|
|
|
38,885
|
|
|
|
Termination w/out Cause(2)
|
|
|
1,404,000
|
|
|
|
1,558,034
|
|
|
|
38,885
|
|
|
|
Termination for Cause
|
|
|
0
|
|
|
|
1,558,034
|
|
|
|
0
|
|
Gerald Pientka
|
|
Change of Control
|
|
|
1,130,116
|
|
|
|
1,038,484
|
|
|
|
0
|
|
|
|
Termination w/out Cause
|
|
|
700,990
|
|
|
|
1,038,484
|
|
|
|
0
|
|
|
|
Termination for Cause
|
|
|
0
|
|
|
|
346,519
|
|
|
|
0
|
|
|
|
|
(1) |
|
Each Named Executive other than Mr. Pientka is entitled to
a supplemental payment of one months base salary in
addition to amounts reflected if requisite notice is not
provided prior to termination of employment by the Company. |
|
(2) |
|
Includes constructive discharge under the terms of the
employment agreement of each Named Executive Officer other than
Mr. Pientka. |
|
(3) |
|
For purposes of estimating the value of awards of restricted
stock for which restrictions lapse the Company has considered
any applicable employment agreement limitations and assumed a
price per share of its Common Stock of $34.60, which was the
closing price of its Common Stock on the NYSE on
December 31, 2007, the last trading day of the year. |
|
(4) |
|
Present value of estimated premiums required to be paid by the
Company or cash payments in lieu of benefits required to be
provided. |
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Messrs. Slater,
Newman and Tyler. None of them has served as an officer of the
Company or, except for his service as a director, had any other
business relationship or affiliation with the Company in 2007
requiring disclosure by the Company under Item 404 of
Regulation S-K.
21
PROXY STATEMENT
REPORT OF
THE AUDIT COMMITTEE
Pursuant to a meeting of the Audit Committee on
February 21, 2008, the Audit Committee reports that it has:
(i) reviewed and discussed the Companys audited
financial statements with management; (ii) discussed with
the independent registered public accounting firm the matters
(such as the quality of the Companys accounting principles
and internal controls) required to be discussed by Statement on
Auditing Standards No. 61; and (iii) received written
confirmation from PricewaterhouseCoopers LLP that it is
independent and written disclosures regarding such independence
as required by Independence Standards Board No. 1, and
discussed with PricewaterhouseCoopers LLP its independence.
Based on the review and discussions referred to in items
(i) through (iii) above, the Audit Committee
recommended to the Board of Directors that the audited financial
statements be included in the Companys annual report for
the Companys fiscal year ended December 31, 2007.
Submitted by the Audit Committee:
John Rau, Chairman
Kevin W. Lynch
J. Steven Wilson
TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL
PERSONS
Transactions with Related Persons. The Company
often engages in transactions for which CB Richard Ellis, Inc.
(CBRE) acts as a broker. CBRE is among the largest
real estate brokerage companies in the world. The brother of
Michael W. Brennan, the President and Chief Executive Officer
and a director of the Company, is an employee of CBRE and a
member of CBREs national Single Tenant Net Lease
Properties Group. In 2007, in two transactions in which the
Company sold property for approximately $26.6 million and
$35.8 million, Mr. Brennans brother received
$81,438 and $42,250, respectively, as a portion of the brokerage
commissions paid by the Company to CBRE in connection with such
transactions. Also in 2007, in one transaction in which the
Company sold property for approximately $48.8 million,
Mr. Brennans brother received $116,750, as a portion
of the brokerage commissions paid by the buyer to CBRE in
connection with such transactions. Management of the Company
believes the terms of brokerage services provided by CBRE in
such transaction were as favorable to the Company as could be
obtained in arms length transactions.
Review, Approval or Ratification of Transactions with Related
Persons. Transactions involving the Company and
its executive officers and directors that are reportable under
Item 404 of
Regulation S-K
are required by the Companys written policies to be
reported to and approved by the Nominating/Corporate Governance
Committee of the Board of Directors. The Nominating/Corporate
Governance Committee addresses such transactions on a
case-by-case
basis, after considering the relevant facts and circumstances.
The Companys engagement in transactions involving CBRE and
Mr. Brennans brother (e.g. as discussed above) was
approved by the Board of Directors prior to the implementation
of such policies.
COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 (as
amended, the Exchange Act) requires the
Companys officers and directors, and persons who own more
than ten percent of a registered class of the Companys
equity securities, to file reports of ownership and changes in
ownership with the SEC and the NYSE. Officers, directors and
greater than ten-percent stockholders are required
by SEC regulations to furnish the Company with copies of all
Section 16(a) forms so filed.
Based solely on review of the copies of such forms furnished to
the Company for 2007, all of the Companys officers,
directors and greater than ten-percent stockholders
timely filed all reports required to be filed by
Section 16(a) of the Exchange Act during 2007.
22
PROXY STATEMENT
SECURITY
OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table presents information concerning the
ownership of Common Stock of the Company and limited partnership
units (Units) of First Industrial, L.P. (which
generally are exchangeable on a one-for-one basis, subject to
adjustments, for Common Stock) by all directors, the Named
Executive Officers, the directors and executive officers of the
Company as a group and persons and entities, if any, known to
the Company to be beneficial owners of more than 5% of the
Companys Common Stock. The information is presented as of
March 20, 2008, unless otherwise indicated, and is based on
representations of officers and directors of the Company and
filings received by the Company on Schedule 13G under the
Exchange Act. As of March 20, 2008, there were
44,169,156 shares of Common Stock and 6,425,858 Units
outstanding.
|
|
|
|
|
|
|
|
|
|
|
Common Stock/Units
|
|
|
|
Beneficially Owned
|
|
|
|
|
|
|
Percent
|
|
Names and Addresses of 5% Stockholders
|
|
Number
|
|
|
of Class
|
|
|
Barrow, Hanley, Mewhinney & Strauss, Inc.
|
|
|
3,867,190
|
|
|
|
8.7
|
%
|
2200 Ross Avenue,
31st Floor Dallas,
TX 75201-2761(1)
|
|
|
|
|
|
|
|
|
Barclays Global Investors, NA.
|
|
|
2,377,593
|
|
|
|
5.3
|
%
|
45 Fremont Street
San Francisco, CA(2)
|
|
|
|
|
|
|
|
|
The Vanguard Group, Inc.
|
|
|
2,843,782
|
|
|
|
6.4
|
%
|
100 Vanguard Blvd.
Malvern, PA 19355(3)
|
|
|
|
|
|
|
|
|
Vanguard Whitehall Funds Vanguard Selected Value Fund
|
|
|
2,835,900
|
|
|
|
6.4
|
%
|
100 Vanguard Blvd.
Malvern, PA 19355(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Names and Addresses of
Directors and Officers*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jay H. Shidler(5)
|
|
|
1,353,296
|
|
|
|
3.0
|
%
|
Michael W. Brennan(6)
|
|
|
569,925
|
|
|
|
1.3
|
%
|
John W. M. Brenninkmeijer(7)
|
|
|
546
|
|
|
|
**
|
|
Michael G. Damone(8)
|
|
|
216,379
|
|
|
|
**
|
|
Kevin W. Lynch(9)
|
|
|
11,426
|
|
|
|
**
|
|
Robert D. Newman(10)
|
|
|
2,965
|
|
|
|
**
|
|
John Rau(11)
|
|
|
11,555
|
|
|
|
**
|
|
Robert J. Slater(12)
|
|
|
22,215
|
|
|
|
**
|
|
W. Ed Tyler(13)
|
|
|
42,266
|
|
|
|
**
|
|
J. Steven Wilson(14)
|
|
|
74,351
|
|
|
|
**
|
|
Michael J. Havala(15)
|
|
|
145,311
|
|
|
|
**
|
|
Johannson L. Yap(16)
|
|
|
254,820
|
|
|
|
**
|
|
David P. Draft(17)
|
|
|
102,744
|
|
|
|
**
|
|
Gerald A. Pientka(18)
|
|
|
40,894
|
|
|
|
**
|
|
All directors, Named Executive Officers and other executive
officers as a group (16 persons)(19)
|
|
|
2,912,393
|
|
|
|
6.5
|
%
|
|
|
|
|
*
|
The business address for each of the directors and executive
officers of the Company is 311 South Wacker Drive,
Suite 4000, Chicago, Illinois 60606.
|
23
PROXY STATEMENT
|
|
|
(1) |
|
Pursuant to a Schedule 13G filed February 13, 2008 by
Barrow, Hanley, Mewhinney & Strauss, Inc.
(Barrow). Of the shares reported, Barrow has the
sole power to vote 758,890 shares; shared power to vote
3,108,300 shares; and sole power to dispose of
3,867,190 shares. |
|
(2) |
|
Pursuant to a Schedule 13G dated February 5, 2008
filed by Barclays Global Investors, N.A. (Barclays).
Barclays has the sole power to dispose of all
2,377,593 shares reported, but has the sole power to vote
only 2,068,736 of such shares. |
|
(3) |
|
Pursuant to a Schedule 13G dated February 14, 2008
filed by The Vanguard Group Inc. (Vanguard).
Vanguard has the sole power to dispose of all
2,843,782 shares reported, but has the sole power to vote
only 48,137 of such shares. |
|
(4) |
|
Pursuant to a Schedule 13G dated February 12, 2008
filed by Vanguard Whitehall Funds Vanguard Selected
Value Fund (Whitehall). Whitehall has the sole power
to vote all 2,835,900 shares reported. |
|
(5) |
|
Includes 910,660 shares held by Shidler Equities, L.P., a
Hawaii limited partnership owned by Mr. Shidler and
Mrs. Shidler, 20,000 shares owned by
Mrs. Shidler, 68,020 Units held by Mr. Shidler
directly, 254,541 Units held by Shidler Equities, L.P., 1,223
Units held by Mr. and Mrs. Shidler jointly, and 22,079
Units held by Holman/Shidler Investment Corporation. Also
includes 11,228 shares of restricted Common Stock issued
under the 1997 and 2001 Stock Plans. |
|
(6) |
|
Includes 167,000 shares that may be acquired by
Mr. Brennan upon the exercise of vested options granted
under the 1997 Stock Plan, consisting of 60,000 shares at
an exercise price of $31.13 per share, 75,000 shares at an
exercise price of $33.13 per share and 32,000 shares at an
exercise price of $30.53 per share. Also includes 3,806 Units
and 84,854 shares of restricted Common Stock issued under
the 1997 and 2001 Stock Plans. |
|
(7) |
|
Includes 546 shares of restricted Common Stock issued under
the 1997 Stock Plan. |
|
(8) |
|
Includes 7,500 shares held by a trust for the benefit of
Mr. Damones wife. Also includes 6,700 shares
that may be acquired upon the exercise of vested options granted
under the 1997 Stock Plan at an exercise price of $30.53 per
share. Also includes 144,296 Units. Also includes
9,255 shares of restricted Common Stock issued under the
1997 Stock Plan. |
|
(9) |
|
Includes 8,951 shares of restricted Common Stock issued
under the 1997 and 2001 Stock Plans. |
|
(10) |
|
Includes 2,965 shares of restricted Common Stock issued
under the 2001 Stock Plan. |
|
(11) |
|
Includes 9,080 shares of restricted Common Stock issued
under the 1997 and 2001 Stock Plans. |
|
(12) |
|
Includes 11,228 shares of restricted Common Stock issued
under the 1997 and 2001 Stock Plans. |
|
(13) |
|
Includes 30,000 shares that may be acquired by
Mr. Tyler upon the exercise of vested options granted under
the 1997 Stock Plan, consisting of 10,000 shares at an
exercise price of $30.00 per share, 10,000 shares at an
exercise price of $31.05 per share and 10,000 shares at an
exercise price of $33.15 per share. Also includes
10,266 shares of restricted Common Stock issued under the
1997 and 2001 Stock Plans. |
|
(14) |
|
Includes 50,000 shares that may be acquired upon the
exercise of vested options granted under the 1997 Stock Plan,
consisting of 10,000 shares at an exercise price of $31.13
per share, 10,000 shares at an exercise price of $27.69 per
share, 10,000 shares at an exercise price of $30.00 per
share, 10,000 shares at an exercise price of $31.05 per
share and 10,000 shares at an exercise price of $33.15 per
share. Also includes 11,228 shares of restricted Common
Stock issued under the 1997 and 2001 Stock Plans. |
|
(15) |
|
Includes 2,100 shares held in custodial accounts for
Mr. Havalas children. Also includes
61,087 shares of restricted Common Stock issued under the
1997 and 2001 Stock Plans. |
|
(16) |
|
Includes 52,000 shares that may be acquired by Mr. Yap
upon the exercise of vested options granted under the 1997 Stock
Plan at an exercise price of $33.13 per share. Also includes
1,680 Units. Also includes 61,035 shares of restricted
Common Stock issued under the 1997 and 2001 Stock Plans. |
|
(17) |
|
Includes 42,098 shares of restricted Common Stock issued
under the 1997 and 2001 Stock Plans. |
|
(18) |
|
Includes 35,201 shares of restricted Common Stock issued
under the 1997 and 2001 Stock Plans. |
24
PROXY STATEMENT
|
|
|
(19) |
|
Includes 305,700 shares in the aggregate that may be
acquired by directors and executive officers upon the exercise
of vested options granted under the 1997 Stock Plan, consisting
of 70,000 shares at an exercise price of $31.13,
10,000 shares at an exercise price of $27.69,
127,000 shares at an exercise price of $33.13,
20,000 shares at an exercise price of $30.00,
20,000 shares at an exercise price of $31.05,
20,000 shares at an exercise price of $33.15 and
38,700 shares at an exercise price of $30.53. Also includes
495,645 Units. Also includes 396,873 shares of restricted
Common Stock issued under the 1997 and 2001 Stock Plans. |
PROPOSAL II
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The accounting firm of PricewaterhouseCoopers LLP (or its
predecessor, Coopers & Lybrand L.L.P.) has served
as the Companys independent auditors since the
Companys formation in August 1993. On
February 27, 2008, the Audit Committee of the Board of
Directors appointed PricewaterhouseCoopers LLP as the
Companys independent registered public accounting firm for
the current fiscal year. A representative of
PricewaterhouseCoopers LLP will be present at the Annual
Meeting, will be given the opportunity to make a statement if he
or she so desires and will be available to respond to
appropriate questions.
FEES
During 2007 and 2006, the aggregate fees billed by
PricewaterhouseCoopers LLP related to services in the following
categories and amounts are:
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2007
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2006
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Audit Fees(1)
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1,353,667
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1,329,160
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Audit-Related Fees(2)
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445,958
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414,283
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Tax Fees(3)
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1,095,728
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851,225
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Other Fees(4)
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27,501
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350
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Total Fees
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2,922,854
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2,595,018
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(1) |
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Audit Fees include amounts related to professional services
rendered in connection with the audits of the Companys
annual financial statements and those of our subsidiaries, the
reviews of our quarterly financial statements and other services
that are normally provided by the auditor in connection with
statutory and regulatory filings or engagements. |
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(2) |
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Audit-Related Fees include amounts for assurance and related
services, including
Rule 3-14
audit work, joint venture audits, certain
agreed-upon
procedures and an annual employee benefit plan audit. |
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(3) |
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Tax Fees include amounts billed for professional services
rendered in connection with tax compliance, tax advice and tax
planning. These amounts primarily relate to tax services related
to tax return preparation, REIT compliance consultation, 1031
exchange consultation, federal and state audit consultation,
return of capital review, federal and state regulation
consultation, federal and state entity structuring, taxable REIT
subsidiary consultation and international tax consultation. |
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(4) |
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Other Fees includes fees billed to the Company by
PricewaterhouseCoopers LLP for any services not included in the
foregoing categories. |
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PROXY STATEMENT
PRE-APPROVAL
OF SERVICES
The Audit Committee pre-approves all audit, audit-related, tax
and other services proposed to be provided by the Companys
independent registered public accounting firm. Consideration and
approval of such services generally occur at the Audit
Committees regularly scheduled meetings. In situations
where it is impractical to wait until the next regularly
scheduled meeting, the Audit Committee has delegated the
authority to approve the audit, audit- related, tax and other
services to each of its individual members. Approvals of audit,
audit-related, tax and other services pursuant to the
above-described delegation of authority must be reported to the
full Audit Committee at its next regularly scheduled meeting.
The Board
of Directors recommends a vote FOR ratification of the
appointment of
PricewaterhouseCoopers LLP as the Companys independent
registered public accounting firm for fiscal 2008.
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PROXY STATEMENT
OTHER
MATTERS
SOLICITATION
OF PROXIES
The cost of solicitation of proxies in the form enclosed
herewith will be borne by the Company. In addition to the
solicitation of proxies by mail, the directors, officers and
employees of the Company may also solicit proxies personally or
by telephone without additional compensation for such
activities. The Company will also request persons, firms and
corporations holding shares in their names or in the names of
their nominees, which are beneficially owned by others, to send
proxy materials to and obtain proxies from such beneficial
owners. The Company will reimburse such holders for their
reasonable expenses.
Georgeson Inc. acts as the Companys proxy solicitor at a
cost of $7,500, plus reasonable
out-of-pocket
expenses, including a telephone solicitation campaign approved
by the Company.
STOCKHOLDER
PROPOSALS
Stockholder proposals intended to be presented at the 2009
Annual Meeting of Stockholders must be received by the Secretary
of the Company no later than December 11, 2008, in order to
be considered for inclusion in the proxy statement and on the
proxy card that will be solicited by the Board of Directors in
connection with the 2009 Annual Meeting of Stockholders.
INCORPORATION
BY REFERENCE
In the pages preceding this Proxy Statement is a Letter to
Stockholders from the Companys President and Chief
Executive Officer. Appendix A to this Proxy Statement is
the Companys 2007 Annual Report, which includes its
consolidated financial statements and managements
discussion and analysis of financial condition and results of
operations, as well as certain other financial and other
information required by the rules and regulations of the SEC.
Information contained in the Letter to Stockholders or
Appendix A to this Proxy Statement shall not be deemed to
be filed or soliciting material, or
subject to liability for purposes of Section 18 of the
Exchange Act to the maximum extent permitted under the Exchange
Act.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDERS MEETING TO BE HELD ON MAY 20, 2008
The Proxy Statement, Notice of Annual Meeting, Proxy Card and
the Companys 2007 Annual Report are available on the
Proxy Statement tab of the Investor Relations page
on the Companys website, at www.firstindustrial.com.
For directions to attend the Annual Meeting in person, please
contact Sean P. ONeill, the Companys SVP, Investor
Relations and Corporate Communications, at
(312) 344-4401,
or Art Harmon, the Companys Director, Investor Relations
and Corporate Communications, at
(312) 344-4320.
OTHER
MATTERS
The Board of Directors does not know of any matters other than
those described in this Proxy Statement that will be presented
for action at the Annual Meeting. If other matters are
presented, it is the intention of the persons named as proxies
in the accompanying Proxy Card to vote in their discretion all
shares represented by validly executed proxies.
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS
IMPORTANT TO THE COMPANY. PLEASE COMPLETE, SIGN, DATE AND
PROMPTLY RETURN THE ENCLOSED PROXY CARD TODAY.
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Important Notice Regarding the Availability of
Proxy Materials for the Shareholders Meeting
to Be Held on May 20, 2008: The Proxy
Statement, Notice of Annual Meeting, Proxy
Card and the Companys 2007 Annual Report are
available on the Proxy Statement tab of the
Investor Relations page on the Companys
website, at www.firstindustrial.com.
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Using
a black ink pen, mark your votes with an X as shown in
this example. Please do not write outside the designated areas.
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x |
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Annual Meeting Proxy Card
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▼ PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼
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A |
Proposals The Board of Directors recommends a vote FOR all the nominees listed and FOR
Proposal 2.
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1. Election of three Class II Directors and one Class III Director:
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For
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Withhold
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For
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Withhold
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For
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Withhold |
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01 - Michael W. Brennan*
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o
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o
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02 - Michael G. Damone*
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o
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03 - Kevin W. Lynch*
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04 - John W. M. Brenninkmeijer**
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o
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* Term, if elected, expires in 2011.
** Term, if elected, expires in 2009.
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For
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Against
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Abstain
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2. Ratification of the appointment of PricewaterhouseCoopers
LLP as the Companys independent registered public accounting firm.
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o
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3. In their discretion, on any and all other
matters that may properly come before the meeting.
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B
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Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below |
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as
attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give
full title.
Date (mm/dd/yyyy) Please print date below.
Signature 1 Please keep signature within the box.
Signature 2 Please keep signature within the box.
<STOCK#>
00VQSA
▼ PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼
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Proxy FIRST INDUSTRIAL REALTY TRUST, INC. |
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PROXY
FOR ANNUAL MEETING OF STOCKHOLDERS ON MAY 20, 2008
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Michael W. Brennan and Michael J. Havala, or either of them, with full
powers of substitution, as proxies of the undersigned, with the authority to vote upon and act with
respect to all shares of stock of First Industrial Realty Trust, Inc. (the Company), which the
undersigned is entitled to vote, at the Annual Meeting of Stockholders of the Company, to be held
at The Chicago Club, Robert Todd Lincoln Room 2nd Floor, 81 East Van
Buren, Chicago, Illinois 60605, commencing Tuesday, May 20, 2008, at 9:00 a.m., and at any and all
adjournments thereof, with all the powers the undersigned would possess if then and there
personally present, and especially (but without limiting the general authorization and power hereby
given) with the authority to vote on the reverse side.
The undersigned hereby revokes any proxy or proxies heretofore given to vote upon or act with
respect to said shares and hereby confirms all that the proxies named herein and their substitutes,
or any of them, may lawfully do by virtue hereof.
This proxy, when properly executed, will be voted as specified herein. If this proxy does not
indicate a contrary choice, it will be voted for all nominees for director listed in Item 1, for
the ratification of the independent registered public accounting firm in Item 2, and in the
discretion of the persons named as proxies herein with respect to any and all matters referred to
in Item 3.
PLEASE VOTE, DATE AND SIGN THIS PROXY ON THE OTHER SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.