DEF: Lineage, Inc. Aims for Continued Growth and Innovation: 2025 Annual Meeting Focuses on Director Elections, Executive Compensation

Lineage, Inc. is set to hold its 2025 annual meeting, focusing on electing directors, ratifying the accounting firm, and addressing executive compensation, following a transformational year marked by a successful IPO and strategic acquisitions.

Summary

• Lineage, Inc. is holding its 2025 annual meeting of stockholders on June 18, 2025, to vote on several key proposals.
• The proposals include the election of ten directors, ratification of PricewaterhouseCoopers LLP as the independent accounting firm, and advisory votes on executive compensation and the frequency of such votes.
• In 2024, Lineage achieved strong operating results, executed accretive acquisitions, and successfully listed on the Nasdaq Global Select Market through an IPO, reducing leverage to under 5x.
• The company generated $5.3 billion in total revenue and maintained a 78% same warehouse physical occupancy rate.
• Lineage deployed over $760 million in growth capital, including acquisitions of ColdPoint Logistics and Luik Natie, and opened a fully automated cold storage warehouse in Hazleton, Pennsylvania.
• The company reached its 100th patent and continued piloting the rollout of LinOS, its proprietary warehouse execution system.
• Looking ahead, Lineage is focused on sustained organic growth, industry leadership, and maximizing shareholder value through operational excellence and innovation.

Sentiment

Score: 8

Explanation: The document expresses a positive outlook, highlighting significant achievements like the successful IPO and strategic acquisitions, while also acknowledging future challenges. The overall tone suggests confidence in the company's ability to continue growing and creating value.

Positives

• Lineage successfully executed the largest IPO of 2024 and the largest REIT IPO in history.
• The company achieved investment-grade ratings from Moody's Investors Service and Fitch Ratings.
• Lineage expanded margins, increased adjusted EBITDA and AFFO per share, and delivered $5.3 billion in total revenue.
• The company deployed over $760 million in growth capital to reinforce market leadership and expand its global footprint.
• Lineage achieved its best truck turn times and an all-time internal benchmark for safety performance.

Risks

• The company acknowledges new opportunities, challenges, and responsibilities that accompany its success.
• The company faces a challenging macroeconomic landscape.
• The company is subject to known and unknown risks and uncertainties which could cause actual results to differ materially from those projected or anticipated, including, but not limited to, the important factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2024 and in our other filings with the Securities and Exchange Commission (the SEC).

Future Outlook

Lineage is focused on executing its disciplined strategy for sustained organic growth and industry leadership, with a robust pipeline of potential future greenfield developments, strategic expansions, and acquisitions that are expected to be value-accretive.

Management Comments

• Greg Lehmkuhl, President & Chief Executive Officer: 'Looking back on 2024, it's clear this has been a transformational year for Lineage, Inc. one that not only strengthened our leadership in the cold storage industry but also laid the foundation for potential continued innovation, growth and long-term value creation.'
• Greg Lehmkuhl, President & Chief Executive Officer: 'With our unique portfolio of assets, a disciplined approach to growth, and a strong commitment to innovation, we believe Lineage will continue to shape the future of the cold storage industry and create sustainable value for our shareholders.'

Industry Context

Lineage operates in the high-growth and recession-resilient cold storage sector, driven by increasing global demand for temperature-controlled logistics, population growth, favorable consumer trends, and a rising reliance on temperature-controlled logistics support.

Comparison to Industry Standards

• The document mentions Americold Realty Trust, Inc., Digital Realty Trust, Inc., Equinix, Inc., Prologis, Inc., and Public Storage as comparible companies.
• Lineage's executive compensation levels varied by individual within the peer group range and were in the upper quartile for each NEO in recognition of the experience and caliber of our executive management team, company performance relative to our stakeholder priorities, each executive's impact and criticality to our strategy and mission, relative scope of responsibility and potential, individual performance and demonstrated leadership, and internal equity pay considerations.

Related Party Transactions

• BGLH, an entity indirectly controlled by our Co-Executive Chairmen, Adam Forste and Kevin Marchetti, is currently our majority stockholder.
• During the year ended December 31, 2024 and prior to our IPO, we distributed $88.5 million in dividends to BGLH.
• For the year ended December 31, 2024, Bay Grove received compensation of $8.6 million pursuant to the operating services agreement.
• On July 24, 2024, we entered into a transition services agreement with Bay Grove Management, an affiliate of BG Capital, pursuant to which Bay Grove Management agreed to provide us with certain transition services supporting capital deployment and mergers and acquisitions activity through July 26, 2027.

Stakeholder Impact

• The company aims to maximize shareholder value and deliver compounding growth at attractive returns.
• Lineage is committed to building a more sustainable cold chain.
• The company values the ongoing partnership with customers and suppliers.
• Lineage recognizes the exceptional work of its team members and their dedication to customer support.

Next Steps

• Stockholders are urged to submit their proxy voting instructions for the Annual Meeting.
• The company will continue to execute its strategy for sustained organic growth and industry leadership.
• Lineage will continue to focus on operational excellence, innovation, and maximizing shareholder value.

Key Dates

Keywords

Lineage, cold storage, IPO, EBITDA, AFFO, acquisitions, warehouses, logistics, innovation, shareholder value