Land & Buildings Issues Letter Detailing Why Change Is Needed at First Industrial Realty Trust
Board Has Repeatedly Refused to Collaboratively Engage With Shareholders
Company Has Persistently Failed to Achieve Its Potential, Consistently Trading at a Discount to NAV and to Its Closest Peers
Urges the Board to Take Steps Immediately for FR to
Discloses Nomination of Land & Buildings Founder and CIO as Director Candidate for Election to the Board at the FR 2026 AGM
The full text of the letter is below:
Dear fellow First Industrial Shareholders,
Our engagement with
FR trades at a mid-6% implied cap rate on market rents, while its closest peers,
Management Has Failed to Deliver Value for Shareholders
The track record under this Board’s oversight is deeply disappointing. FR management's and the Board's actions have led shares of FR to trade at a persistent and consistent discount to NAV and at a significant discount to its closest peers.
The table below compares FR’s total shareholder return to the Company’s own proxy compensation peers, the very companies the Board selected to benchmark management pay:
| Total Shareholder Returns |
Trailing
|
Trailing
|
Trailing
|
Trailing
|
Trailing
|
|
|
54% |
0% |
20% |
23% |
10% |
|
|
|
|
|
|
|
|
FR Performance vs. Proxy Peer Group Companies |
4% |
-17% |
-4% |
2% |
9% |
|
|
|
|
|
|
|
|
FR Performance vs. REITs |
13% |
-5% |
-3% |
1% |
11% |
|
|
|
|
|
|
|
|
FR Performance vs. S&P 500 |
-47% |
-60% |
-55% |
-30% |
-5% |
|
Source: Bloomberg, Company SEC Filings; Note: Data as of |
FR has underperformed its proxy compensation peers by 17% over the trailing four-year period and 4% over the trailing three-year period. These are meaningful shortfalls against the very peer group selected by the Board’s Compensation Committee. Yet management continues to receive peer-level compensation for disappointing results. This is not a portfolio problem, FR’s same-store NOI and FFO growth have been comparable to
We strongly believe that a Board that has overseen this level of underperformance has no business resisting refreshment. Shockingly, no director has been added to the FR Board in the past five years. If the incumbent Board could not consistently deliver superior returns over 1, 2, 3, 4, and 5 years, why should shareholders trust them to realize the ~20% upside to NAV going forward and close the valuation discount to its closest peers?
Steps to Generate Value
We urge the Board to take the following actions immediately:
- Publicly commit to a plan to close the NAV discount with specific milestones and timelines.
- Initiate a $500M–$1B asset disposition program with proceeds returned to shareholders.
- Schedule an investor day with property tours within 90 days.
- Authorize a formal exploration of strategic alternatives if the discount does not narrow within six months.
-
Immediately refresh the Board:
Mr. Dominski andMr. Hackett should not stand for re-election, and their seats, along with the vacancy created following Mr. Rau’s passing, must be filled with directors experienced in capital allocation and REIT value creation.
Constructive engagement requires a willing partner and to date, we have not found one in FR. Our preference would be to work together with FR to realize value for all shareholders. However, based on FR’s track record, we believe that we need to keep open all options available to us as shareholders – which is why Land & Buildings has nominated me,
Sincerely,
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Land & Buildings intends to file a preliminary proxy statement and accompanying universal proxy card with the
LAND & BUILDINGS STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated to be
As of the date hereof,
| ______________ |
|
1 Bloomberg; |
View source version on businesswire.com: https://www.businesswire.com/news/home/20260226916778/en/
Media Contact
landandbuildings@Longacresquare.com
Source: