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Compensation Committee Charter

FIRST INDUSTRIAL REALTY TRUST, INC. COMPENSATION COMMITTEE CHARTER


Purpose
The Compensation Committee (the "Committee") is appointed by the Board of Directors (the "Board") of First Industrial Realty Trust, Inc. (the "Company") to aid the Board in discharging its responsibilities to oversee the Company's compensation and employee benefit plans and practices. The Committee has overall responsibility for approving and evaluating the Company's executive compensation plans, policies and programs, and its incentive-compensation and equity-based plans.

The Committee shall have the powers and authorities vested in it by any stock option, restricted stock, incentive, and other compensation plans of the Company. The Committee shall have the power to approve, disapprove, modify or amend all plans designed and intended to provide compensation for executive officers and employees of the Company.

Committee Membership
The Committee shall consist of no fewer than two members. Each member of the Committee shall be qualified to serve on the Committee pursuant to the requirements of the New York Stock Exchange (the "NYSE"), and any additional requirements that the Board deems appropriate. Members of the Committee shall also qualify as "non-employee directors" within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, and "outside directors" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended.

The members of the Committee shall be appointed and removed by the Board on the recommendation of the Nominating/Corporate Governance Committee. One member of the Committee shall be appointed as the Committee Chairman by the Board.

The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary.

A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum.

Committee Authority and Responsibilities

  1. The Committee shall annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives and determine and approve the CEO's compensation level based on this evaluation. In determining the incentive components of CEO compensation, the Committee may consider a number of factors, including, but not limited to, the Company's performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies and the awards given to the CEO in past years.

  2. The Committee shall review and set compensation of executive officers at appropriate time periods.

  3. The Committee shall make recommendations to the Board with respect to the adoption of incentive compensation plans and equity-based plans applicable to executive officers of the Company that require the approval of the Board or the Company's stockholders.

  4. The Committee shall adopt, or make recommendations to the Board with respect to the adoption of, all other incentive compensation plans and equity-based plans applicable to executive officers of the Company. The Committee shall take into account each executive officer's individual performance, as well as the Company's overall performance, in its determination or recommendation.

  5. The Committee shall oversee the administration of, and the grant of awards pursuant to, the Company's incentive compensation plans, equity-based plans and any other plans the Board has delegated to the Committee for oversight, and perform such other duties and responsibilities as may be assigned to the Committee under the terms of such plans.

  6. The Committee shall review and approve employment agreements, severance arrangements, retirement arrangements, change in control agreements/provisions, and any special or supplemental benefits for executive officers of the Company.

  7. The Committee shall review at appropriate time periods the Company's general compensation plans and other employee benefit plans, including incentive-compensation and equity-based plans, including the goals and objectives of such plans, and amend, or recommend that the Board amend, these plans and/or their goals and objectives if the Committee deems it appropriate.

  8. The Committee shall review and discuss the Compensation Discussion and Analysis (the "CD&A") required to be included in the Company's proxy statement and annual report on Form 10-K by the rules and regulations of the Securities and Exchange Commission (the "SEC") with management, and, based on such review and discussion, determine whether or not to recommend to the Board that the CD&A be so included.

  9. The Committee shall produce the annual Compensation Committee Report for inclusion in the Company's proxy statement in compliance with the rules and regulations promulgated by the SEC.

  10. The Committee shall review and recommend all matters pertaining to fees, retainers and any other form of compensation paid to directors for Board and any committee service at appropriate time periods.

  11. The Committee shall have the authority, in its sole discretion, to retain and terminate (or obtain the advice of) any compensation consultant, legal counsel or other adviser to assist in the performance of its duties, including the evaluation of executive officer compensation. Before retaining or obtaining advice from any compensation consultant, legal counsel or other advisor, the Committee must take into consideration all factors relevant to the consultant, counsel or adviser's independence from management, including those specified in Section 303A.05(c) in the NYSE Listed Company Manual or otherwise by the NYSE. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel or other adviser retained by the Committee, and shall have sole authority approve the consultant, counsel or adviser's fees and the other terms and conditions of the retention. The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any compensation consultant, legal counsel or other adviser retained by the Committee

  12. The Committee may form and delegate authority to subcommittees when appropriate.

  13. The Committee shall make regular reports to the Board, which may be oral.

  14. The Committee shall periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

  15. The Committee shall annually review its own performance.

  16. The Committee shall discharge any other duties and responsibilities delegated to the Committee from time to time.

  17. The Committee shall review the results of any shareholder advisory vote regarding compensation plans or programs of the Company and shall consider whether to implement, or recommend to the Board, any changes as a result of such advisory vote.

  18. The Committee shall periodically evaluate the risks posed to the Company by the design and implementation of various compensations programs of the Company and the implementation of appropriate risk management and controls to avoid or mitigate any excessive risk to the Company. The Committee will conduct such reviews and provide any related narrative disclosures regarding such reviews as may be required by the SEC, the NYSE (or any other exchange or national market on which the Company's common stock is quoted or listed for trading) and any other body with regulatory authority over the Company.

  19. The Committee shall approve and recommend to the Board for adoption any programs or policies regarding the recovery of previously paid or earned compensation later determined to have been based on inaccurate financial information as may be required by statutory or regulatory authority or as may be deemed in the best interest of the Company and its stockholders by the Committee.

Effective July 1, 2013