Form 4: Americold Realty Trust Executive Receives Operating Partnership Units

EVP & Chief Investment Officer Henderson Russell Scott receives OP Profits Units and Performance OP Profits Units in Americold Realty Operating Partnership, L.P.

Summary

• Russell Scott Henderson, EVP & Chief Investment Officer of Americold Realty Trust, received Operating Partnership Profits Units (OP Profits Units) and performance-based OP Profits Units on March 8, 2024.
• He received 9,132 OP Profits Units that will vest ratably on March 8, 2025, 2026, and 2027.
• He also received 13,699 performance-based OP Profits Units, which will vest at the end of a 3-year period (Jan 1, 2024 Dec 31, 2026) contingent upon the achievement of a pre-established total shareholder return (TSR) goal relative to the MSCI U.S. REIT Index.
• Both types of OP Profits Units can be converted into common units of limited partnership interest, which can then be redeemed for cash or common stock of Americold Realty Trust.

Sentiment

Score: 7

Explanation: The document is a routine disclosure of executive compensation. The sentiment is neutral to slightly positive as it reflects alignment of management interests with shareholders through equity-based compensation.

Positives

• The grant of OP Profits Units and Performance OP Profits Units aligns the executive's interests with the long-term performance of the company.
• The performance-based units incentivize the executive to achieve a high total shareholder return relative to the MSCI U.S. REIT Index.

Risks

• The performance-based OP Profits Units may not vest if the pre-established TSR goal is not achieved.
• The value of the OP Profits Units is tied to the performance of Americold Realty Trust's common stock, which is subject to market fluctuations.

Future Outlook

The vesting of the OP Profits Units and Performance OP Profits Units is contingent upon continued service and achievement of performance goals, aligning executive compensation with company performance.

Industry Context

Granting equity-based compensation, such as OP Profits Units, is a common practice in the REIT industry to align management's interests with those of shareholders and incentivize long-term value creation.

Comparison to Industry Standards

• Equity compensation is a standard practice among publicly traded REITs, such as Prologis (PLD) and Duke Realty (DRE) prior to its acquisition by Prologis, to incentivize executives and align their interests with shareholders.
• Performance-based equity awards, like the Performance OP Profits Units, are also common and often tied to metrics such as total shareholder return (TSR) relative to a benchmark index, similar to how Americold's units are structured against the MSCI U.S. REIT Index.
• The vesting schedules and conversion rights of the OP Profits Units are typical features of partnership unit grants in REIT structures.

Stakeholder Impact

• Shareholders: The grant of performance-based units aims to align management's interests with shareholder value creation.
• Employees: The equity plan may serve as a motivation tool for other employees.

Key Dates