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
  x  Filed by the Registrant ¨  Filed by a party other than the Registrant
 
Check the appropriate box:
¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material under §240.14a-12

AMERICOLD REALTY TRUST

(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):
x No fee required.
¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11








To Our Fellow Shareholders:
I am proud to report that our platform demonstrated resiliency in 2021, a year that presented multiple challenges, known as well as unanticipated, across the global food supply chain and the temperature-controlled storage industry. A year that began with the promise of vaccines and an expected return to a normal economy, gave way to increasing uncertainty with new COVID variants, accelerating inflation, supply chain disruptions, and a challenging labor environment. Through it all, we continued to service our customers without interruption.

As these unprecedented macro headwinds became evident, we adapted swiftly and deliberately. We adjusted wages and offered enhanced incentive programs for our frontline associates at many of our facilities to ensure that we had the resources in place to provide continuity for our customers. We took action through price increases to restore margins, the benefits of which we believe will be evident in our 2022 operations. We also took steps to reduce corporate overhead, while providing incentives for many of our mid-level team members, and initiating a change in leadership which resulted in my appointment as Chief Executive Officer. Having spent decades in operational roles in the food industry, I've been responsible for many cold storage operations like Americold’s, and have operational experience at competitors and customers. I've always considered Americold to be the industry leader in quality and customer service. As I've worked with the team over these past few months, I've been impressed by their commitment to delivering operational excellence and disciplined growth, and I am honored to lead this talented team through the current environment, and into a brighter future.

The perseverance exemplified by Americold throughout 2021 was due to the strength of our platform, including the diversity and global scale of our business. Despite the challenges, we remained focused on supporting our customers and protecting our part of the global food chain. We also continued to invest in our business to strengthen our global market leadership position and create meaningful sustained value over the coming years for stakeholders. During 2021, we completed approximately $766 million of acquisitions and added 14 facilities totaling 66 million cubic feet to our global network, including Liberty Freezers in Canada, Bowman Stores in the United Kingdom, KMT Brrr! and Newark Facility Management in New Jersey, ColdCo Logistics in Missouri, and Lago Cold Stores in Australia. We also announced approximately $168 million of expansion and developments, including projects in Atlanta, GA, Dunkirk, NY, Dublin, Ireland, Spearwood, Australia and Barcelona, Spain, providing additional visibility for cash flow growth in the coming years as these projects are completed and brought on line. Importantly, while funding growth, we continued our disciplined approach to capital allocation, maintaining a strong and flexible balance sheet.

Finally, in 2021, we remained steadfast in our commitment to good corporate citizenship and continued to enhance our Environmental, Social, and Governance (ESG) efforts across different initiatives. We furthered our energy sustainability efforts across our portfolio, with improved blast freezing technology, LED lighting, solar power and rainwater harvesting. To that end, in 2021 the Global Cold Chain Alliance awarded 41 of our facilities Gold, Silver or Bronze certifications as part of its Energy Excellence Recognition program, and today, 84% of our facilities are now certified in this program. To support our communities, we partnered with Feed the Children and Tyson Foods to launch “Alliance to Defeat Hunger” with a 10-city tour across the United States to help feed families in rural communities affected by COVID, providing nearly 2 million meals to families experiencing food insecurity. We also continue to support our associates, and our commitment to diversity, equity and inclusion has not gone unnoticed. We are proud to announce that, in 2022, Americold was included in Newsweek's list of America's Most Responsible Companies. Also, importantly, we maintained our commitment to engagement with the investment community, speaking with a majority of our shareholder base during the year.







As we look to 2022, we are confident and energized that our core business is resilient and stable. Inflation, supply chain disruptions, and labor shortages remain challenges that we are monitoring, but our customers are keenly focused on producing more food and returning to normalized inventory levels, and we are ready to satisfy higher volumes of product as soon as they can be produced. Additionally, we know that our infrastructure—our global platform with a single, centralized operating system controlling a network of 250 temperature-controlled facilities and supported by over 16,000 associates—is essential to feeding countless families across the world.

Internally our focus is on labor management and customer service to ensure that we are positioned to thrive in the coming year, and beyond. Our labor management efforts include enhancing our recruitment and retention processes and reducing our dependence on temporary labor. We know that these efforts will yield greater productivity across our platform. We are also committed to building back our labor force and restoring our best-in-class customer service to pre-COVID levels. Certainly, there remain macroeconomic, labor and supply chain issues, but we are committed to ensuring these projects stay on track.

In closing, we thank our customers who have continued to partner with us through these unprecedented times. We also want to thank our dedicated and talented associates for their commitment to excellence. Lastly, I want to thank our Board for their confidence in me, their ongoing counsel, and their unwavering dedication to driving long-term value for all of our stakeholders.

Sincerely,

George F. Chappelle Jr.
Chief Executive Officer and Trustee

April 7, 2022




AMERICOLD REALTY TRUST
10 Glenlake Parkway, Suite 600
Atlanta, Georgia 30328
_______________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held May 17, 2022
____________________________
The 2022 ANNUAL MEETING of the shareholders of Americold Realty Trust, a Maryland real estate investment trust (the “Company”), will be held at the St. Regis Atlanta, 88 W. Paces Ferry Road, Atlanta, GA 30305 on May 17, 2022 at 8:00 a.m. Eastern Daylight Time for the following purposes:
1.To elect nine Trustees to serve as members of the Board of Trustees (the “Board”) until the Annual Meeting of Shareholders to be held in 2023 and until their successors are duly elected and qualified;
2.    To hold an advisory (i.e. non-binding) vote on a resolution to approve the compensation of the Company’s named executive officers;
3.    To hold an advisory (i.e. non-binding) vote on the recommendation regarding the frequency of holding future advisory votes on the compensation of our named executive officers (every one, two or three years);
4.    To approve the conversion of the Company from a Maryland trust to a Maryland corporation;
5.    To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022; and
6.    To transact such other business as may properly come before the Annual Meeting.
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Shareholders.
The Board has fixed the close of business on March 21, 2022 as the record date for the Annual Meeting. Only shareholders of record as of the close of business on that date are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.
Proxies are being solicited by the Board. Reference is made to the Proxy Statement included in our proxy materials for further information with respect to the business to be transacted at the Annual Meeting.
Please complete and promptly return your proxy in the manner provided. Doing so will not prevent you from voting in person at the Annual Meeting. It will, however, help to assure a quorum and to avoid added proxy solicitation costs.
By Order of the Board of Trustees
James C. Snyder, Jr.
Secretary
Atlanta, Georgia
April 7, 2022
Please Complete and Return Your Signed Proxy Card



Proxy Summary
This summary highlights some of the items discussed in this Proxy Statement but it does not cover all of the information contained in this Proxy Statement and which you should consider before voting. You are encouraged to read the entire Proxy Statement before voting.

General Information

Meeting:    Annual Meeting of Shareholders    Record Date:    March 21, 2022
Date:    Tuesday, May 17, 2022        Time:        8:00 a.m. Eastern Daylight Time
                                                                         Location:    The St. Regis Hotel    
    88 West Paces Ferry Road
    Atlanta, GA 30305            

Corporate Website: www.americold.com
Investor Relations Website: ir.americold.com
The information found on, or otherwise accessible through, our website is not incorporated by reference into, nor does it form a part of, this Proxy Statement.

Voting Items and Board Recommendations
Item to be voted on:                                    Board Recommendation:
Proposal 1: Election of Nine Trustee Nominees                        FOR each nominee
Proposal 2: Advisory Vote on Compensation of Named Executive Officers (Say-On-Pay)        FOR
Proposal 3: Advisory Vote on Frequency of Say-on-Pay                    ANNUALLY
Proposal 4: Conversion from a Maryland Trust to a Maryland Corporation            FOR
Proposal 5: Ratification of Ernst & Young LLP as our Independent Accounting Firm for 2022    FOR

Our Board has a breadth of experience and diversity of perspective and background as reflected below. For more information about our Board, please see “Proposal 1: Election of Trustees.”

Trustee Nominees

Our Board consists of ten members. In March 2022, James R. Heistand notified the Company that he will not stand for re-election to the Board at our 2022 Annual Meeting of Shareholders. We thank Mr. Heistand for his many contributions to the Company and the Board. Following the 2022 Annual Meeting of Shareholders, we expect the size of the Board to be reduced from ten members to nine.

The following table sets forth the name and experience of each of our trustee nominees.



Board Experience
Name Age Trustee Since Independent Finance & Accounting Real Estate REITs
Capital Markets
Logistics International Company Senior Leadership
George F. Chappelle Jr. 61 2021 ü ü ü ü ü
George J. Alburger, Jr. 74 2010 ü ü ü ü ü ü
Kelly H. Barrett 57 2019 ü ü ü ü ü ü ü
Robert L. Bass 54 2021 ü ü ü ü
Antonio F. Fernandez 62 2019 ü ü ü ü ü ü
Pamela K. Kohn 58 2021 ü ü ü ü
David J. Neithercut 66 2019 ü ü ü ü ü ü
Mark R. Patterson 61 2018 ü ü ü ü ü ü ü
Andrew P. Power 42 2018 ü ü ü ü ü ü ü

Business Performance:
Revenue increased 36.6% over prior year.
NOI increased 14.2% over prior year.
Completed approximately $766 million of strategic acquisitions, increasing our presence in Europe, Canada, Australia and the northeastern region of the U.S. and entering the direct-to-consumer distribution market.
Announced approximately $168 million of expansion and development projects.

Compensation Highlights:
Compensation practices designed to attract, motivate and retain top talent
Incentive compensation aligned with long-term interests of shareholders
Mix of long-term equity incentives with time-based and performance based awards
Meaningful share ownership guidelines for Trustees and executives

Governance Highlights:
Role of Chairman and CEO separated
All Trustees (except CEO) and all committee members are independent
20% of 2021 Trustees are women
Board is not classified; each Trustee is up for election every year
No shareholder rights plan or poison pill provisions
Majority vote standard for Trustee elections
Anti-hedging/pledging policy
Share ownership requirements for Trustees and executive officers
Nominating and Corporate Governance Committee oversees ESG policies
2021 Environmental, Social and Governance Report detailing our sustainability commitment is available on our website



TABLE OF CONTENTS

Page
General Information
Proposal 1: Election of Trustees
Trustee Compensation
Board Structure, Leadership and Risk Management
Board Committees
Corporate Governance
Environmental Stewardship, Social Responsibility and Governance
Information Regarding Executive Officers
Proposal 2: Advisory Vote on Compensation of Named Executive Officers (Say-On-Pay)
Proposal 3: Advisory Vote on the Frequency of Say-On-Pay Votes
Proposal 4: Conversion of the Company to a Corporation from a Trust
Proposal 5: Ratification of Appointment of Independent Registered Public Accounting Firm
Audit Committee Report
Principal and Management Shareholders
Securities Authorized for Issuance Under Equity Compensation Plans
Compensation Discussion and Analysis
2021 Summary Compensation Table
Grants of Plan-Based Awards in 2021
Outstanding Equity Awards at Fiscal 2021 Year-End
Stock Option Exercises for Fiscal Year 2021
Fiscal Year 2021 Nonqualified Deferred Compensation
Employment Agreements with Named Executive Officers
Certain Relationships and Related Transactions
Additional Information
Appendix A - Non-GAAP Measures
Appendix B - Articles of Conversion
Appendix C - Articles of Incorporation
Appendix D - Bylaws
Appendix E - Declaration of Trust Blackline
Appendix F - Bylaws Blackline
Appendix G - Comparison of Shareholder Rights
Appendix H - Description of Common Stock




AMERICOLD REALTY TRUST
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 17, 2022

GENERAL INFORMATION

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board”) of Americold Realty Trust, a Maryland real estate investment trust (the “Company”), for use at the Company’s 2022 Annual Meeting of Shareholders (the “Annual Meeting”) to be held at the St. Regis Atlanta, 88 W. Paces Ferry Road, Atlanta, GA 30305, on May 17, 2022 at 8:00 a.m., Eastern Daylight Time, and any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders and more fully discussed herein. The Board has fixed March 21, 2022 as the record date for the Annual Meeting (the “Record Date”). Only shareholders of record at the close of business on the Record Date shall be entitled to notice of and to vote at the Annual Meeting. We are distributing to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) on or about April 7, 2022.

You are entitled to vote if you were a shareholder of record of the Company’s common shares of beneficial interest, $0.01 par value per share (the “common shares”), on the Record Date. You may vote your common shares in person at the Annual Meeting or, if a proxy is properly executed and received by the Company prior to voting at the Annual Meeting, the common shares represented thereby will be voted at the Annual Meeting or any adjournment or postponement thereof in accordance with the instructions marked thereon. Management does not intend to bring any matter before the Annual Meeting other than as set forth in the accompanying Notice of Annual Meeting of Shareholders and is not aware of anyone else who intends to do so. Should any other matter properly come before the Annual Meeting, the persons named in the enclosed proxy, or their duly constituted substitutes acting at the Annual Meeting, will be authorized to vote or otherwise act thereon in accordance with their judgment on such other matters.
        
Notice Regarding the Availability of Proxy Materials

In accordance with the rules of the Securities and Exchange Commission (the “SEC”), rather than mailing a printed copy of our proxy materials to each shareholder of record or beneficial owner, we are furnishing our proxy materials, including this Proxy Statement and the proxy card, by providing access to these materials on the Internet. Shareholders will not receive printed copies of the proxy materials unless they request them. Printed copies will be provided upon request at no charge. We expect to mail this Proxy Statement, together with a proxy card, to those shareholders entitled to vote at the Annual Meeting and who have requested paper copies on or about April 7, 2022, or, if later, within three business days after our receipt of such request.

We expect to make this Proxy Statement available on the Internet on or about April 7, 2022, and to mail the Notice of Internet Availability to all shareholders of record on or about April 7, 2022. A similar notice will be sent by brokers and other nominees who hold shares on behalf of beneficial owners. We are providing the Notice of Internet Availability in lieu of mailing the printed proxy materials and are instructing shareholders as to how they may: (1) access and review the proxy materials on the Internet; (2) submit their proxy; and (3) receive printed proxy materials. All shareholders will be able to access all of the proxy materials on the website referred to in the Notice of Internet Availability or request to receive a printed set of the proxy materials. The proxy materials will be available free of charge, and the Notice of Internet Availability will provide instructions as to how shareholders may access and review all of the
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important information contained in the proxy materials (including the Company’s Annual Report on Form 10-K for the year ended December 31, 2021) over the Internet or through other methods detailed on the website. The website will also contain instructions as to how to vote their common shares by Internet or over the telephone. Shareholders may request printed copies of the proxy materials to be delivered by mail or electronically by e-mail on an ongoing basis by following the instructions in the Notice of Internet Availability. A request to receive proxy materials in printed form via mail or electronically by e-mail will remain in effect until such time as the submitting shareholder elects to terminate it.

This proxy statement and our 2021 Annual Report on Form 10-K for the year ended December 31, 2021 are also available at www.americold.com in the Investors section under “Financials — SEC Filings.”

Quorum

In order to constitute a quorum for the conduct of business at the Annual Meeting, shareholders entitled to cast a majority of all votes eligible to be cast must be present at the Annual Meeting in person or by proxy. Common shares represented at the Annual Meeting in person or by proxy but not voted on one or more proposals will be counted in determining the existence of a quorum at the Annual Meeting. On the Record Date, the Company had 268,644,978 common shares outstanding and entitled to vote at the Annual Meeting.

Voting of Shares

A majority of the votes cast at the Annual Meeting shall be effective to approve any other matter properly before the Annual Meeting unless more than a majority of the votes cast is required by the Company’s Bylaws or applicable law. Each holder of common shares is entitled to one vote per share held of record by such holder on the Record Date. You may vote your common shares by attending the Annual Meeting and voting in person. Please note that if your common shares are held by a broker, bank, or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from the broker, bank or other nominee. If you choose not to attend the Annual Meeting, you may still vote your common shares by authorizing your proxy via the Internet, by telephone or by mailing a completed proxy card.

A properly completed proxy, if received in advance of the voting and not revoked, will be voted at the Annual Meeting according to the instructions contained therein. Unless otherwise directed, your common shares will be voted by the proxy holders named on the proxy card:

FOR the election of all Trustee nominees;
FOR the resolution approving on a non-binding, advisory basis, the compensation of the Company’s named executive officers (“Say-On-Pay”);
On a non-binding advisory basis, the holding of Say-On-Pay votes ANNUALLY;
FOR the conversion of the Company from a Maryland trust to a Maryland corporation; and
FOR ratifying the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.

Abstentions and broker “non-votes” are deemed to be present at the Annual Meeting for the purpose of determining whether a quorum is constituted, but are not deemed to be votes cast at the Annual Meeting. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner has not received instructions from the beneficial owner and does not vote on a particular proposal because the nominee
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chooses not to exercise, or does not have, discretionary voting power on that item because the matter is not “routine” under rules of the New York Stock Exchange (the “NYSE”). The election of the nine Board nominees named in this Proxy Statement, the proposal to approve on an advisory, non-binding basis the compensation of our named executive officers (“NEOs”) listed in the Summary Compensation Table appearing on page 44 of this Proxy Statement, the vote on an advisory basis with respect to the frequency of future say-on-pay votes and the vote to convert the Company from a Maryland trust to a Maryland corporation do not qualify as “routine” under the NYSE rules. The ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for 2022 does qualify as a “routine” matter under the NYSE rules and, accordingly, a nominee holding shares for a beneficial owner will have discretionary authority to vote on that matter in the absence of instructions from the beneficial owner.
    
Abstentions and broker “non-votes” will affect each of the proposals described in this Proxy Statement as follows:
Proposal Number
Item
Votes Required for Approval
Abstentions
Broker Non-Votes
Board Voting Recommendation
1 Election of nine Trustees Majority of votes cast Not Counted Not Voted FOR EACH
2 Approve on a non-binding, advisory basis, the compensation for the named executive officers (“Say-On-Pay”) Majority of votes cast Not Counted Not Voted FOR
3 On a non-binding advisory basis, the frequency of holding Say-On-Pay votes Majority of votes cast Not Counted Not Voted ANNUALLY
4 Approve converting the Company from a Maryland Trust to a Maryland corporation Majority of votes entitled to be cast Against Against FOR
5 For ratifying the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm Majority of votes cast Not Counted Not Voted FOR

Revocability of Proxies

Any shareholder giving a proxy following the procedures specified in the Notice of Internet Availability has the power to revoke that proxy at any time prior to its exercise. If you are the registered owner of your common shares, you may revoke a previously submitted proxy by voting over the Internet or by telephone at a later time. If your common shares are held by a nominee and you have provided instructions to that nominee, you may revoke those directions according to the notification you received from the nominee.
Attendance at the Annual Meeting

Attendance at the Annual Meeting or any adjournment thereof is limited to shareholders of record of the Company at 5:00 p.m. Eastern Daylight Time on the Record Date and guests of the Company. If you plan to attend the Annual Meeting in person, for security reasons you must notify the Company by e-mail to investor.relations@americold.com that you plan to attend in person. If you are a shareholder of record at such time, your name will be verified against a list of shareholders of record prior to your admittance to the Annual Meeting or any adjournment or postponement thereof. Please be prepared to present photo identification for admission. If you hold common shares in street name, you will need to provide proof of
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beneficial ownership, such as a brokerage account statement, a voting instruction form with respect to the Annual Meeting provided by the custodian of your common shares or other similar evidence of beneficial ownership, as well as photo identification. Please note that if your common shares are held in street name and you intend to vote in person at the Annual Meeting, you must also provide a “legal proxy” provided by the custodian of your common shares.
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PROPOSAL 1 – ELECTION OF TRUSTEES
Pursuant to the Company’s Bylaws the maximum number of Trustees is fixed at fifteen. The Board currently consists of ten members, each of whom is serving a one-year term or until such Trustee’s successor is duly elected and qualified or until such Trustee’s earlier resignation or removal from office. In March 2022, James R. Heistand notified the Company that he will not stand for re-election to the Board at our 2022 Annual Meeting of Shareholders. We thank Mr. Heistand for his many contributions to the Company and the Board. Following the 2022 Annual Meeting of Shareholders, we expect the size of the Board to be reduced from ten members to nine. The Board’s Nominating and Corporate Governance Committee identifies and recommends a slate of individuals for service on the Board and the Board either approves or rejects such nominees.
The Board and the Nominating and Corporate Governance Committee select Trustee nominees based on their integrity, relevant experience, judgment, intelligence, character, achievements, willingness and ability to devote sufficient time to Board activities and duties and their availability to serve on the Board for a sustained period. In addition, while our Board does not have a specific policy regarding diversity among Trustees, diversity of race, ethnicity, gender, age, cultural background and professional experience is also considered in evaluation of candidates for membership on our Board. The Nominating and Corporate Governance Committee believes that each nominee for the Board should be well-versed in leadership, corporate governance, strategic oversight, and shareholder advocacy in order to serve as an effective member of the Board. The Nominating and Corporate Governance Committee believes that the Board should consist of individuals from varied educational and professional experiences and backgrounds who, collectively, provide effective oversight of, and meaningful counsel to, management.

We believe that each of the nominees for election to the Board meets the criteria established by the Board and the Nominating and Corporate Governance Committee.

The Board has nominated each of George F. Chappelle Jr., George J. Alburger, Jr., Kelly H. Barrett, Robert L. Bass, Antonio F. Fernandez, Pamela K. Kohn, David J. Neithercut, Mark R. Patterson and Andrew P. Power to serve as Trustees (the “Nominees”). Each of the Nominees is currently serving as a Trustee of the Company, and each Nominee has consented to be named as a nominee in this Proxy Statement. We expect that each Nominee will serve as a Trustee if elected. However, if any Nominee is unable to accept his or her election, the proxies will vote for the election of such other person or persons as the Board may recommend.

Recommendation of the Board
The Board unanimously recommends a vote “FOR” each of the Nominees.

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INFORMATION REGARDING THE NOMINEES
The following table sets forth certain information as of April 1, 2022 regarding the Nominees, all of whom are currently members of the Board (“Trustees”). There are no family relationships among any of our Trustees or executive officers. 
Name Age Position(s)
George F. Chappelle, Jr. 61 Chief Executive Officer and Trustee
George J. Alburger, Jr.* 74 Trustee
Kelly H. Barrett* 57 Trustee
Robert L Bass* 54 Trustee
Antonio F. Fernandez* 62 Trustee
Pamela K. Kohn* 58 Trustee
David J. Neithercut* 66 Trustee
Mark R. Patterson* 61 Trustee, Chairman of the Board
Andrew P. Power* 42 Trustee
* Our Board has determined that this individual is independent for purposes of NYSE listing standards.
The following biographical descriptions set forth certain information with respect to the nine Nominees for election as Trustees, based on information furnished to the Company by such persons. The following information is as of the Record Date, unless otherwise indicated.
George F. Chappelle Jr. Trustee since 2021

Mr. Chappelle was appointed Interim Chief Executive Officer and joined our board in November 2021. In February 2022, he was named permanent Chief Executive Officer. He most recently served as an executive of Tyson Foods (NYSE: TSN), holding a variety of leadership roles including Chief Corporate Services Officer; General Manager of Emerging Proteins, Research and Development and Logistics; Chief Operating Officer of Prepared Foods; and Chief Integration Officer. Prior to joining Tyson Foods in 2017, he served as Chief Operating Officer at several leading consumer packaged goods companies, including AdvancePierre Foods (formerly NYSE: APFH), Vi-Jon and Solo Cup Company. Previously, Mr. Chappelle spent more than four years with Sara Lee Foods (NYSE: SLE), including as Chief Supply Chain Officer and Chief Information Officer. He also served as Chief Information Officer of HJ Heinz, now the Kraft Heinz Company (NASDAQ: KHC) from 2002 to 2005. Mr. Chappelle currently serves as Chairman of the Board of Flagstone Foods and as a member of the Boards of Apex International and Randall Foods. He previously served as Chairman of the Board of AGRO Merchants Group from 2018 to 2020. He received his Bachelor of Science in Computer Science from Westfield State University and his Masters in Business Management from Lesley University. We believe Mr. Chappelle’s extensive logistics, supply chain and information technology experience, as well as his industry specific experience and comprehensive knowledge of our business qualifies him to serve on our Board.

George J. Alburger, Jr. Trustee since 2010

Mr. Alburger has served as a member of our Board since May 2010. He serves on the board of trustees of Pennsylvania Real Estate Investment Trust (NYSE: PEI) since June 2016. Mr. Alburger served as the Chief Financial Officer and Treasurer of Liberty Property Trust (NYSE: LPT) from May 1995 until June 2016 and also served as an Executive Vice President of Liberty from June 2000 to December 2016. Prior to that, Mr. Alburger was employed by EBL&S Property Management, Inc. from 1982 to 1995, departing
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as an Executive Vice President. Prior to joining EBL&S in 1982, Mr. Alburger was a senior manager at Pricewaterhouse LLP. Mr. Alburger is a certified public accountant. He received his Bachelor of Science in Accounting from St. Joseph’s University. We believe Mr. Alburger’s financial and accounting background, deep industry knowledge and years of experience qualify him to serve on our Board.
Kelly H. Barrett                                 Trustee since 2019
Ms. Barrett joined our Board of Trustees in May 2019. She currently serves on the board of directors of The Aaron’s Company, Inc. (NYSE: AAN), a leading omnichannel provider of lease-purchase solutions, EVERTEC INC (NYSE: EVTC), a full-service transaction processing company, and Piedmont Office Realty Trust (NYSE: PDM), a real estate investment trust. In addition, from 2011 to 2016, she served on the board of directors of State Bank Financial Corporation, which merged into Cadence Bancorporation (NYSE: CADE). Prior to her retirement in December 2018, Ms. Barrett was employed by The Home Depot, Inc. (NYSE:HD) for sixteen years, commencing in January 2003, serving in various roles of increasing responsibility, finally as Senior Vice President - Home Services. Prior to her employment by The Home Depot, Ms. Barrett was employed by Cousins Properties Incorporated (NYSE:CUZ) for eleven years in various senior financial roles, including ultimately that of Senior Vice President - Chief Financial Officer. During that time, she was active in the National Association of Real Estate Investment Trusts (NAREIT) as an Accounting Committee Co-Chairperson and member of the Best Financial Practices Council. She has been a licensed CPA in Georgia since 1988. Ms. Barrett is a graduate of The Georgia Institute of Technology with a Bachelor of Science in Industrial Management with a concentration in Accounting. We believe Ms. Barrett’s extensive experience in retail operations as well as her significant financial and real estate industry expertise qualify her to serve on our Board.
Robert L. Bass                                     Trustee since 2021
Mr. Bass joined our board in November 2021 and brings nearly two decades of experience in global supply chain and operational roles with leading big-box retailers. Mr. Bass served as Chief Supply Chain and Global Properties Officer of Best Buy Co., Inc. (NYSE: BBY), with responsibility for global order management, distribution centers, domestic and international transportation, global compliance and trade, final-mile fulfillment, reverse logistics and real estate, from 2013 until February 2022. Prior to joining Best Buy in 2013, Mr. Bass spent more than 12 years in a variety of supply chain positions with Target Corp. (NYSE: TGT), including Senior Supply Chain Leader. Previously, he served as a commercial airline pilot for 12 years for Sun Country Airlines and Midwest Airlines. Mr. Bass also served as a member of the Pier 1 Imports, Inc. (formerly NYSE: PIR.BC) Board of Directors from 2018 to 2020. We believe Mr. Bass’ substantial real estate expertise and experience managing complex supply chains for some of the world’s largest big-box retailers qualifies him for service on our Board.
Antonio F. Fernandez Trustee since 2019

Mr. Fernandez has served as a member of our Board since May 2019. Mr. Fernandez currently is President of AFF Advisors, LLC, a consulting firm specializing in helping clients with supply chain operational improvements, as well as supporting merger and acquisition due diligence and integrations. He previously served as Executive Vice President and Chief Supply Chain Officer at Pinnacle Foods, Inc. (formerly NYSE: PF), now a part of Conagra Brands, Inc., from February 2011, through June 2016. At Pinnacle, Mr. Fernandez had overall corporate responsibility for the end-to-end supply chain, including procurement, manufacturing, customer service, warehousing, and distribution. He also oversaw Pinnacle’s continuous improvement, network optimization, innovation commercialization, food quality and safety programs. Prior to joining Pinnacle in 2011, Mr. Fernandez was Senior Vice President
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Operational Excellence at Kraft Foods Inc., now The Kraft Heinz Company (NASDAQ: KHC), following its acquisition of Cadbury, PLC in March 2010, where he oversaw the development and implementation of best practices across global operations. Mr. Fernandez was with Cadbury, PLC from 1998 to 2010 in a series of senior management positions, including Chief Supply Chain Officer, where he was responsible for all aspects of the company’s global supply chain. Mr. Fernandez’s early career included positions in manufacturing, distribution, procurement and engineering with The Procter & Gamble Co. (NYSE: PG), and PepsiCo, Inc. (NYSE: PEP). Mr. Fernandez is currently on the boards of Utz Brands, Inc. (NYSE:UTZ) and Green Rabbit Holdings, Inc., a privately-held logistics fulfillment company for perishable, refrigerated and frozen foods, and is a trustee of Lafayette College. He previously served on the boards of Liberty Property Trust (NYSE:LPT), until its acquisition by Prologis, Inc. (NYSE: PLD) and Collier Creek (NYSE:CCH), a SPAC that combined with UTZ Quality Foods to form UTZ Brands, Inc., in August, 2020. Mr. Fernandez received a Bachelor of Science in Chemical Engineering from Lafayette College. We believe Mr. Fernandez’s extensive experience in global supply chain management, his engineering and operations background and significant industry knowledge, including our customer base, as well as his other Board experiences, qualify him to serve on our Board.
Pamela K. Kohn                                 Trustee since 2021
Ms. Kohn joined our board in November 2021. She is Chief Merchandising Officer of Sally Beauty Holdings (NYSE: SBH) and has more than 25 years of merchandising, supply chain, logistics and operations expertise in the food and retail industries. Prior to joining Sally Beauty in 2019, Ms. Kohn served as Chief Merchandising and Marketing Officer of the Family Dollar division of Dollar Tree (NASDAQ: DLTR) and Chief Merchandising Officer of The Fresh Market (formerly NASDAQ: TFM). Previously, Ms. Kohn spent 13 years in a variety of leadership positions with Walmart Inc. (NYSE: WMT), including Senior Vice President, Merchandising, Senior Vice President, Global Food Sourcing, Executive Vice President, Merchandise Services and President of Walmart US Realty. Prior to her time at Walmart, Ms. Kohn served as Senior Vice President of Merchandising and Marketing with Stop & Shop and spent nine years as Senior Vice President of Merchandising with Food Lion. Ms. Kohn graduated from Northwestern University with a degree in Sociology. We believe that Ms. Kohn’s extensive marketing and supply chain expertise with big-box retailers and national grocery chains and her understanding of our industry and customer dynamics qualify her to serve on our Board.
David J. Neithercut Trustee since 2019

Mr. Neithercut joined our Board in May 2019. He served as Chief Executive Officer of Equity Residential (NYSE: EQR) from January 2006 until his retirement in December 2018 and as President from May 2005 to September 2018. He was Executive Vice President - Corporate Strategy from January 2004 to May 2005, and Executive Vice President and Chief Financial Officer from February 1995 to August 2004. Mr. Neithercut has served as a trustee of Equity Residential since 2006, as the lead independent trustee of Public Storage (NYSE: PSA) since January 2021 and is a former director of General Growth Properties, Inc., now a part of Brookfield Realty Partners. Mr. Neithercut is a former Chair of the Executive Board of National Association of Real Estate Investment Trusts (NAREIT) and received NAREIT’s 2018 Industry Leadership Award, honoring a REIT executive who has made a significant and lasting contribution to the growth and betterment of the industry. Mr. Neithercut received his bachelor’s degree from St. Lawrence University and a Masters in Business Administration from the Columbia University Graduate School of Business. We believe that Mr. Neithercut’s financial and real estate industry expertise, his extensive experience with publicly-traded REITs and the REIT industry qualify him to serve on our Board.
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Mark R. Patterson                                 Trustee since 2018
Mr. Patterson has served as a member of our Board since January 2018 and as Chairman of the Board since March 2019. He is currently President of MRP Holdings, LLC and has served in that role since leaving Merrill Lynch in January 2009 where he served as a real estate consultant. From October 2010 until March 2016, Mr. Patterson was also Chairman, and until January 2015 Chairman and Chief Executive Officer, of Boomerang Systems, Inc., a manufacturer of automated parking systems. Until January 2009, Mr. Patterson was a Managing Director and the Head of Real Estate Global Principal Investments at Merrill Lynch, where he oversaw real estate principal investing activities of the firm. Mr. Patterson joined Merrill Lynch in April 2005 as the Global Head of Real Estate Investment Banking and in 2006 also became Co-Head of Global Commercial Real Estate at the firm, which encompassed real estate investment banking, principal investing and mortgage debt. Prior to joining Merrill Lynch, Mr. Patterson spent 16 years at Citigroup where he was the Global Head of Real Estate Investment Banking from 1996 to 2005. He is an Advisory Director of Investcorp, Inc. (BSE: INVCORP) and a Senior Advisor to Rockefeller Capital Management. He served as a member of the board of directors for General Growth Properties, now a part of Brookfield Realty Partners, from 2011 to 2017, and is currently a member of the board of directors for UDR, Inc. (NYSE: UDR) since 2014, a member of the board of directors of Digital Realty Trust, Inc. (NYSE: DLR) since 2016 and a member of the board of directors of Paramount Group (NYSE: PGRE) since 2018. He has a Bachelor of Business Administration from the College of William and Mary and a Masters of Business Administration from the Darden School of Business at the University of Virginia. He is also a certified public accountant. We believe Mr. Patterson’s financial and real estate industry expertise, extensive experience working with public companies in the real estate industry and experience on the boards of directors of public companies qualify him to serve on our Board.
Andrew P. Power                                 Trustee since 2018
Mr. Power has served as a member of our Board since January 2018. He has served as Digital Realty Trust, Inc.’s (NYSE: DLR) President since 2021 and as Chief Financial Officer since 2015. He is responsible for Digital Realty’s global portfolio operations, technology development and innovation, service provider and enterprise customer solutions, asset management and information technology as well as the company’s financial functions across Digital Realty’s global platform. Prior to joining Digital Realty, Mr. Power was employed by Bank of America Merrill Lynch from 2011 to April 2015, where he last served as Managing Director of Real Estate, Gaming and Lodging Investment Banking, and was responsible for relationships with over 40 public and private companies. Mr. Power was employed by Citigroup Global Markets Inc. from 2004 to 2011 where he last served as Vice President. During his investment banking career, Mr. Power managed the execution of public and private capital raises in excess of $30 billion, including the then-largest REIT IPO, and more than $19 billion of merger and acquisitions transactions. Mr. Power received a Bachelor of Science in Analytical Finance from Wake Forest University. We believe Mr. Power’s significant experience in the financial and real estate industries, as well as his international experience, qualify him to serve on our Board.


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TRUSTEE COMPENSATION
Overview of Trustee Compensation
Our Board has adopted a compensation program for our non-employee Trustees that was in effect for calendar 2021 (the “Trustee Compensation Program”). The Trustee Compensation Program provides an annual cash retainer of $80,000 (or $175,000 for the chairperson of the Board) and an annual equity award of $125,000 (or $175,000 for the chairperson of the Board) in the form of either restricted stock units (“RSUs”) or operating partnership profit units (“OP Units”) at the option of the Trustee, in each case having a one-year vesting period for each non-employee Trustee serving on our Board. The program also provides for additional annual cash retainers for service on Board committees, as follows: $25,000 for the chairperson of our Audit Committee and $12,500 for the other members of our Audit Committee; $20,000 for the chairperson of our Compensation Committee and $10,000 for the other members of our Compensation Committee; $15,000 for the chairperson of our Nominating and Corporate Governance Committee and $7,500 for the other members of our Nominating and Corporate Governance Committee; and $25,000 for the chairperson of our Investment Committee and $12,500 for the other members of our Investment Committee. In addition, we reimburse all Trustees for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as Trustees, including, without limitation, travel expenses in connection with their in-person attendance at Board and committee meetings.
2021 Trustee Compensation Table
The following table provides details with respect to the 2021 compensation for our non-employee Trustees:
Name(1)
Fees earned or paid in cash(2)
Stock awards(3)
All other compensation(4)
Total
George J. Alburger, Jr. $ 104,269  $ 125,009  $ 49,776  $ 279,054 
Kelly H. Barrett 94,753 125,009 5,440 225,202
Robert L. Bass 16,033 68,163 1,673 85,869
Antonio F. Fernandez 92,737 125,009 9,482 227,228
James R. Heistand(5)
103,784 125,009 6,111 234,904
Pamela K. Kohn 16,712 68,163 502 85,377
David J. Neithercut 106,284 125,009 11,177 242,470
Mark R. Patterson 189,032 175,005 26,876 390,913
Andrew P. Power 94,753 125,009 11,911 231,673
(1)     George F. Chappelle Jr., our current CEO, and Fred Boehler, our former CEO, are not included in the above table as they were employees of the Company in 2021 and did not receive compensation for services as a Trustee. All compensation paid to Messrs. Chappelle and Boehler by the Company is reflected in the Summary Compensation Table in this Proxy Statement.
(2)     Amounts as applicable reflect annual cash retainers, committee chair fees and committee fees in each case paid in respect of 2021 services. For all non-employee Trustees, fourth quarter 2021 fees are included in the amounts, but were paid in January 2022.
(3)     Reflects the aggregate fair value of restricted stock units computed in accordance with FASB ASC Topic 718.
(4)    Amounts reflect dividend equivalents paid on RSUs awarded under the 2010 Long Term Incentive Plan for Mr. Alburger, dividend equivalents paid on RSUs awarded under the 2017 Long Term Incentive Plan for Mr. Heistand and Ms. Barrett, and distributions on the OP Units awarded for all the Trustees. Amount also includes other travel costs for board meetings during 2021.
(5) Mr. Heiststand is not standing for reelection to the Board at the Annual Meeting.
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BOARD STRUCTURE, LEADERSHIP AND RISK MANAGEMENT
    
We have structured our corporate governance in a manner we believe closely aligns our interests with those of our shareholders. Notable features of our corporate governance include the following:

All of our Trustees (except our CEO) are “independent” in accordance with NYSE listing standards;
Each of our Audit, Compensation and Nominating and Corporate Governance Committees is composed of Trustees that are “independent” in accordance with NYSE listing standards;
Our independent Trustees meet regularly in executive session without the presence of our officers;
Our Board is not classified and each of our Trustees is subject to re-election annually;
We utilize a majority vote standard in Trustee elections;
Three of our Trustees serving on our Audit Committee qualify as “audit committee financial experts” as defined by the SEC; and
We have opted out of the Maryland business combination and control share acquisition statutes, and in the future will not opt in without the affirmative vote of a least a majority of the votes cast on the matter by shareholders entitled to vote generally in the election of Trustees.
The Board is chaired currently by Mr. Patterson, and Mr. Chappelle serves as our principal executive officer. Our Board believes that separating the roles of chairman and principal executive officer provides us with strong independent governance and allows our principal executive officer to focus on the leadership and management of our business. Our Amended and Restated Bylaws (“Bylaws”) and corporate governance guidelines, however, provide us with the flexibility to consolidate these roles in the future, permitting the roles of chairman and principal executive officer to be filled by one individual. This provides our Board with flexibility to determine whether these two roles should be combined in the future based on our needs and our Board’s assessment of our leadership structure from time to time. Our Board will re-evaluate its leadership structure on an ongoing basis and may change the structure as circumstances warrant.
There are no material legal proceedings to which any Trustee, officer or affiliate of the Company, any shareholder of record or beneficial owner of more than 5% of the Company’s common shares, or any associate of any such Trustee, officer or affiliate of the Company is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.
Executive Sessions of Non-Management Trustees
At meetings of the Board, our independent Trustees generally meet in executive session without management present. Board committees also generally meet in executive session without management present. In the event of a special meeting, the independent Trustees will meet in executive session if circumstances warrant.
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Board Meetings
Our Board held five regularly scheduled and special meetings in 2021. The Trustees attended numerous other meetings, conferences and working sessions supplementing the number of official meetings and acted by unanimous written consent five times during 2021. Each of our Trustees attended in excess of 75% of the Board meetings and meetings of committees on which he or she served that were held during the period in 2021 that he or she served on the Board. Each Trustee is expected to attend the annual meetings of shareholders and all Trustees then serving on the Board attended the 2021 Annual Meeting.
Trustee Share Ownership Guidelines
We have adopted share ownership guidelines for our non-employee Trustees, which require our non-employee Trustees to hold common shares having a market value equal to or greater than five times their annual cash retainer (not including any additional committee retainers or Chairman of the Board retainers). Each of Messrs. Alburger, Patterson and Power have until January 2024 to achieve these share ownership requirements. Messrs. Neithercut and Fernandez and Ms. Barrett have until May 2024 to comply. Mr. Bass and Ms. Kohn have, and any future non-employee Trustee will have, five years from his or her election to the Board to meet these share ownership requirements.
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BOARD COMMITTEES
Our Board has four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Investment Committee. Each committee has the composition, duties and responsibilities set forth in its respective charter and summarized below and is comprised only of members who are “independent” in accordance with NYSE listing standards. Members serve on these committees until their resignations or until otherwise determined by our Board. The charter of each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee is available on our website at www.americold.com. In the future, the Board may establish other committees, as it deems appropriate, to assist it with its responsibilities.
Committee Membership
Audit Committee Compensation Committee Nominating and Corporate Governance Committee Investment Committee
George J. Alburger, Jr.
ü*
ü
Kelly H. Barrett ü ü
Robert L. Bass ü ü
Antonio F. Fernandez ü ü
James R. Heistand
ü*
ü
Pamela K. Kohn ü ü
David J. Neithercut ü
ü*
Mark R. Patterson
ü*
Andrew P. Power ü ü
# of 2021 Meetings 8 5 5 17
    *Committee Chair

Audit Committee

Our Board has adopted a written charter for our Audit Committee that complies with NYSE listing standards. The primary purpose of our Audit Committee is to assist the Board’s oversight of:
    
The integrity of our financial statements;
Our internal financial reporting and compliance with our financial, accounting and disclosure controls and procedures;
The qualifications, engagement, compensation, independence and performance of our independent registered public accounting firm;
Our independent registered public accounting firm’s annual audit of our financial statements and the approval of all audit and permissible non-audit services;
The performance of our internal audit function;
Our legal and regulatory compliance; and
The reasonable prior review and approval of related party transactions.

Our Audit Committee is also responsible for overseeing the Company’s risk management efforts, which include, among other things, oversight of cybersecurity risks. Management reports to the Committee on cybersecurity risks on a regular basis and the Committee reports to the Board at least quarterly.

Our Board has determined affirmatively that (i) each of Mr. Alburger, Ms. Barrett and Mr. Power qualifies as an “Audit Committee financial expert” as such term has been defined by the SEC in Item 407(d)(5) of Regulation S-K and (ii) each member of our Audit Committee is “financially literate” as that term is defined by NYSE listing standards and meets the definition for “independence” for the purposes of serving on our Audit Committee under NYSE listing standards and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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Compensation Committee

Our Board has adopted a written charter for our Compensation Committee that complies with NYSE listing standards. The primary purposes of our Compensation Committee are to:

•    Set the overall compensation philosophy, strategy and policies for our executive officers and Trustees;
•    Annually review and approve corporate goals and objectives relevant to the compensation of our CEO and other key associates and evaluate performance in light of those goals and objectives;
•    Review and determine the compensation of our Trustees, CEO and other executive officers;
•    Make recommendations to our Board with respect to our incentive and equity-based compensation plans; and
•    Review and approve employment agreements and other similar arrangements between us and our executive officers.

Our Board has determined affirmatively that each member of our Compensation Committee meets the definition for “independence” for the purpose of serving on our Compensation Committee under applicable rules of the NYSE and each member of our Compensation Committee meets the definition of a “non-employee trustee” for the purpose of serving on our Compensation Committee under Rule 16b-3 of the Exchange Act.

Nominating and Corporate Governance Committee

Our Board has adopted a written charter for our Nominating and Corporate Governance Committee that complies with NYSE listing standards. The primary purposes of our Nominating and Corporate Governance Committee are to:
•    Recommend to our Board for approval the qualifications, qualities, skills and expertise required for Board membership;
•    Identify potential members of our Board consistent with the criteria approved by the Board and select and recommend to the Board the Trustee nominees for election at annual meetings of shareholders or to otherwise fill vacancies;
•    Evaluate and make recommendations regarding the structure, membership and governance of the committees of the Board;
•    Develop and make recommendations to our Board with regard to our corporate governance policies and principles, including development of a set of corporate governance guidelines and principles applicable to us;
•    Develop and oversee the Company’s environmental, social and governance (”ESG”) policies; and
•    Oversee the annual review of our Board’s performance, including committees of our Board.
    
Prior to each annual meeting at which Trustees are to be elected, the Nominating and Corporate Governance Committee recommends to the Board for nomination by the Board such candidates as the Nominating and Corporate Governance Committee has found, in its judgment, to be well qualified and willing and able to serve. In the event of a vacancy on the Board, the Nominating and Corporate Governance Committee recommends to the Board for election by the Board to fill such vacancy, a prospective member that the Nominating and Corporate Governance Committee in the exercise of its judgment, has found to be well qualified and willing and able to serve.

The Nominating and Corporate Governance Committee seeks candidates who will combine a broad spectrum of backgrounds, experience, skills and expertise and who would make a significant contribution to the Board, Americold and our shareholders. Although we do not have a formal, written diversity policy, the Nominating
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and Corporate Governance Committee seeks a diverse group of director candidates, including with respect to age, gender, ethnic background and national origin.

In addition, the Nominating and Corporate Governance Committee will consider trustee nominee recommendations received from shareholders and such recommendations will be subject to the same criteria as are candidates nominated by the Nominating and Corporate Governance Committee. For more information on how shareholders can nominate Trustee candidates, see “Additional Information - Shareholder Proposals.”

Our Board has determined affirmatively that each member of our Nominating and Corporate Governance Committee meets the definition of “independence” under NYSE listing standards.

Investment Committee

Our Board has adopted a written charter for our Investment Committee. The Investment Committee assists the Board in fulfilling its responsibilities relating to strategic planning, development opportunities, expansion opportunities and investments for the Company and its subsidiaries. The Investment Committee evaluates and oversees development and expansion opportunities, acquisitions and growth capital expenditures on behalf of the Company. The Investment Committee also considers the risks associated with specific transactions as a part of determining whether to recommend a particular transaction to the Board for approval, if required by the Company’s then current management protocols and approval matrix. Each member of the Investment Committee is independent.
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CORPORATE GOVERNANCE
Governance Documents
The Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee charters, along with the Corporate Governance Guidelines, Code of Business Conduct and Ethics and Supplier Code of Conduct adopted by the Board, are available on the Company’s website, www.americold.com on the Investors – Governance webpage. The 2021 Environmental, Social and Governance Report is available on our website under “About Us - Sustainability/ESG.” In addition, these documents are available to any shareholder who requests a copy from our Investor Relations Department at 10 Glenlake Parkway, South Tower, Suite 600, Atlanta, GA 30328, or by e-mail at investor.relations@americold.com. Any information on the Company’s websites is not and should not be considered as a part of this Proxy Statement and is not incorporated herein by reference.
Board and Committee Evaluations
The Nominating and Corporate Governance Committee oversees the evaluation of the Board and committees. As a general rule, the Board and each committee conducts an annual self-evaluation by means of written questionnaires completed by each member of the Board and each committee member. The responses are summarized and provided to the Board and each committee in order to facilitate discussion and examination of the effectiveness of the Board, each committee, each individual Trustee, the structure of the Board and committees and areas for improvement. The Nominating and Corporate Governance Committee establishes the evaluation process and may determine to utilize an independent third-party evaluation process from time to time in the future.

Communications by Shareholders and Other Interested Parties

Shareholders of the Company and other interested parties may send communications to the Board as a whole or to its non-management members as a group. Communications to the Board should be addressed to the “Board of Trustees”. The communication should be further addressed “c/o Americold Realty Trust, 10 Glenlake Parkway, South Tower, Suite 600, Atlanta, Georgia 30328 to the attention of the Office of the Chief Legal Officer”. The Board may not be able to respond directly to shareholder inquiries and, as a result, the Board has developed a process to aid it in managing shareholder inquiries.

As a general rule, the Chief Legal Officer and Secretary will review shareholder inquiries in the normal performance of his or her duties and forward such correspondence to the Board or non-management Trustees periodically. The Board, in fulfilling its responsibilities, oversees the management of the Company and it does not participate in day-to-day management functions or business operations. Accordingly, it may not be in the best position to respond to inquiries concerning these matters. Inquiries unrelated to the duties and responsibilities of the Board will not be forwarded to the Chairman or any other member of the Board.

Any communication that is relevant to the conduct of our business and is not forwarded will be retained for one year and will be made available to any member of the Board upon request. The Board grants to the Chief Legal Officer and Secretary discretion to decide what correspondence will be shared with management and communications with respect to personnel issues may be shared with the human resources department.

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Risk Oversight
Our Board is responsible for overseeing our risk management process. Our Board and its committees have adopted policies and processes that foster effective board oversight of critical matters such as strategy, risk management, including cybersecurity, financial and other controls, environmental, social and governance considerations, compliance and management succession planning. Our Board focuses on our general risk management strategy and the most significant risks facing us, and it ensures that appropriate risk mitigation strategies are implemented by management. Our Board is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.
Our Board delegates to our Audit Committee oversight of our risk management process. Our other Board committees also consider and address risk as they perform their respective committee responsibilities. All committees report to the full Board as appropriate, including when a matter rises to the level of a material or enterprise level risk.
The Compensation Committee reviews the executive compensation program, including an assessment of risk, with the assistance of an outside compensation consultant. For a more detailed discussion, please see the “Compensation Discussion and Analysis” section of this Proxy Statement.
Our management is responsible for day-to-day risk management. This oversight includes identifying, evaluating and addressing potential risks that may exist at the enterprise, strategic, financial, operational, cybersecurity, compliance and reporting levels.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics applicable to all of our associates, including our principal executive, financial and accounting officers and all persons performing similar functions. A copy of that Code is available on our corporate website at www.americold.com. Any amendments to the Code of Business Conduct and Ethics or waivers of the Code for any of our Trustees, executive officers or officers will be posted on our corporate website promptly following the date of such amendment or waiver.
Human Rights Statement
We have adopted a Human Rights Statement applicable to all of our associates and third parties with whom we do business. The Human Rights Statement conforms to the United Nations Principles on Business and Human rights and the United Nations Declaration of Human Rights. A copy of that Statement is available on our corporate website at www.americold.com.
Supplier Code of Conduct
We have adopted a Supplier Code of Conduct applicable to all of our suppliers, their employees, agents, and subcontractors while conducting business with or on behalf of the Company. A copy of the Supplier Code of Conduct is available on our corporate website at www.americold.com.
Management Succession
The Board oversees the recruitment, development and retention of executive talent and plans for the succession of the CEO and other members of the Company’s senior management team. The Board has
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regular and direct exposure to the senior leadership of the Company. The Compensation Committee oversees the succession planning process.
Compensation Committee Interlocks and Insider Participation
None of our executive officers currently serves, or in the past year has served, on the compensation committee or board of directors of any other company of which any members of our Compensation Committee or any of our Trustees is an executive officer.
ENVIRONMENTAL STEWARDSHIP, SOCIAL RESPONSIBILITY AND GOVERNANCE
Sustainability Highlights
Corporate responsibility and sustainability are key elements of the Company’s global strategy and are integral to its goal of acting as a responsible corporate citizen. While the Company is focused on its financial results and creation of shareholder value, we are also committed to achieving these results in a way that respects the environment and the local communities in which we operate and in which our associates live. We believe that a sustainable future is essential to ensuring the health and well-being of our people, the users of our services and the communities that we touch. The Company’s 2021 Environmental, Social and Governance (“ESG”) Report can be found on the Company’s website at www.americold.com under “About Us - Sustainability/ESG” and contains additional information about our ESG programs.
We are a vital member of the food supply chain. Food safety and security and minimizing food waste are key aspects of our business purpose. Every Americold facility follows global food safety and quality standards. Our programs include strict temperature control, cleaning and sanitation, allergen control, preventive maintenance and pest control, all aimed at ensuring the quality and safety of food in our care and prevention of food waste. We constantly seek to balance the needs of our customers with regulatory compliance and the requirements of the Global Food Safety Initiative.
Operation of temperature-controlled warehouses is by its nature an energy intensive enterprise. However, we seek to provide value to society and to our business by strategically focusing on reducing our energy consumption and equivalent carbon emissions. We have been recognized by the Global Cold Chain Alliance’s Energy Excellence Recognition Program as the number one cold storage logistics company achieving Energy Excellence, with 161 of our facilities being awarded gold, silver or bronze certifications. We have been named a Food Logistics magazine’s Top Green service provider for each of the last five years and were named to Newsweek’s America’s Most Respected Companies List in 2022.
We seek solutions to reduce our environmental footprint to preserve our natural resources, reduce waste and save energy through our utilization of energy-efficient equipment and processes, energy generating systems, demand response programs, real-time energy monitoring and metering and rainwater harvesting to reduce demand on municipal water systems. By focusing on environmental efficiency through the implementation of cost-effective designs in our development of new properties, expansions, upgrades of existing facilities, and our increasing use of renewable energy, we are able to reduce our energy costs, deliver products and services which help us attract and retain customers and generate cash flow while reducing operational risk. Americold launched its long-term solar strategy in 2013 and at the end of 2021, we manage a total of fifteen solar projects supplying power to fifteen Americold facilities. In 2021, we completed three solar projects in California and one in Australia. We have completed installation of one natural gas fuel cell facility and continue to evaluate additional sites for other opportunities. We also have one anaerobic digestion operation that provides 100% of its facility’s electrical needs on a normal winter day and about 70% on a summer day. We have made significant progress on replacing less efficient metal
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halide and florescent lighting systems with motion-activated LED lighting, converting 79 of our legacy facilities to further reduce our kWh usage. In total, from 2018 through 2021, Americold has made significant investments in sustainability projects, completing 45 individual projects reducing KWh and our overall metric ton carbon-dioxide emissions (MTCO2E). These projects have resulted in a reduction of over 3,500 MTCO2E.

Energy efficiency is only one aspect of Americold’s commitment to environmental stewardship. Cold storage facilities utilize significant amounts of water in the cooling process. We are committed to reducing water usage, allowing us to reduce our reliance on municipal water and to reduce our wastewater treatment costs and storm water runoff. We currently operate ten rainwater harvesting systems, with an additional eight projects under development.
We continue to evaluate and utilize these and other energy saving equipment and processes, including, among others, anaerobic digestion to create renewable energy, solar and wind, in our facilities in order to utilize energy more efficiently, thereby reducing our energy costs and the impact of our operations on the environment. Our internal Energy Awards Program incentivizes our local teams to be accountable for their energy usage. This program provides a mechanism through which management and our Board can monitor progress against our strategic sustainability goals and manage associated risks.
Social Responsibility
We are committed to supporting the communities in which we live and work. Our work in our local communities is critical to our business purpose. Locations are the key to our business and to have a strong presence in critical locations requires that we foster and maintain good working relationships with the communities in which our facilities are located. By investing in our communities through volunteerism and charitable programs we create relationships that benefit our associates, our customers and our shareholders. The Company supports numerous charitable contribution programs providing corporate and local site level contributions and support to various charities, including Feed the Children, Hero Box, the Susan G. Komen Foundation and the Americold Foundation. In addition, the Company focuses on human capital management to promote diversity and inclusiveness in our workforce. We sponsor our Americold University to help build our talent pool through training and development of our associates. See our 2021 ESG Report on our website: www.americold.com under “About Us - Sustainability/ESG.”
Corporate Governance
Good governance is key to building our business long-term. By ensuring strong oversight at all levels of the Company, we continue to build on our strong foundation, creating value for our shareholders and supporting sustained financial and operating performance.    
We are committed to maintaining strong governance practices, and we believe that the Company has created a shareholder-friendly corporate governance structure which we believe aligns our interests with the interests of our shareholders as highlighted below:
All of the members (except the CEO) of our Board are independent
The roles of Chairman and CEO are separated
Each member of our Audit, Compensation, Nominating and Corporate Governance, and Investment Committees is independent
Three members of our Audit Committee are financial experts and each member is financially literate
Our Board contains a diverse mix of gender, geography, backgrounds, skill set, tenure and experience
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The Company does not have a classified board; each member of the Board stands for election every year
Trustees are elected under a majority vote standard
The Company has elected to opt out of the Maryland business combination statute and control share acquisition statute
The Company has no shareholder rights plan or poison pill provision
Our Board holds executive sessions of independent Trustees
Our Board conducts annual Board and committee self-evaluations
Our Board has established codes of conduct for Trustees, executives and associates
The Company has established Trustee and executive stock ownership and holding requirements
Trustees and executives are prohibited from pledging or hedging our common shares
The Company has adopted an ESG Report, which can be seen on our website: www.americold.com under the “About Us - Sustainability/ESG.”
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INFORMATION REGARDING EXECUTIVE OFFICERS
The following table sets forth certain information regarding our current executive officers as of April 1, 2022. There are no family relationships among any of our executive officers.
Name Age Position(s)
George F. Chappelle Jr. 61 Chief Executive Officer and Trustee
Marc J. Smernoff 48 Chief Financial Officer and Executive Vice President
Robert S. Chambers 39 Chief Commercial Officer and Executive Vice President
Samantha L. Charleston 51 Chief Human Resources Officer and Executive Vice President
James A. Harron 51 Chief Investment Officer and Executive Vice President
Sanjay Lall 62 Chief Information Officer and Executive Vice President
James C. Snyder, Jr. 58 Chief Legal Officer, Executive Vice President and Secretary
Thomas C. Novosel 63 Chief Accounting Officer and Senior Vice President
George F. Chappelle Jr.
See “Information Regarding The Nominees” for biographical information regarding Mr. Chappelle.
Marc J. Smernoff

Mr. Smernoff has served as our Chief Financial Officer and Executive Vice President since August 2015. Prior to that, he served as our Chief Administrative Officer and Executive Vice President from August 2014 until August 2015. From August 2004 through April 2015, he served as a Director at The Yucaipa Companies, LLC. Prior to joining Yucaipa, from 2003 to 2004 he was a Manager in the Transaction Services group at KPMG, and from 2000 through 2002, he was an associate at Wells Fargo Securities. Mr. Smernoff was a member of our Board from March 2008 until December 2009. Mr. Smernoff is a member of the National Association of Real Estate Investment Trusts (NAREIT) Best Financial Practices Council and is Co-Chair of the NAREIT CFO Council. Mr. Smernoff is a Certified Public Accountant. He received his bachelor’s degree from the University of California, Santa Barbara and his M.B.A. from the UCLA Anderson School of Management.

Robert S. Chambers

Mr. Chambers re-joined Americold in January of 2020 as Executive Vice President and Chief Commercial Officer. Prior to that he served as the Chief Financial Officer of Saia LTL Freight (NASDAQ: SAIA) from May of 2019 through January of 2020. Mr. Chambers previously served as Americold’s Vice President, Commercial Finance from September of 2013 through April of 2019. Before originally joining Americold, Mr. Chambers was the Senior Director of Finance for CEVA Logistics from 2010 through 2013. Prior to that, he was a Manager in the Audit and Advisory practice at KPMG. Mr. Chambers is a Certified Public Accountant.  He received both his bachelor’s degree and his Masters of Accounting degree from Stetson University.

Samantha L. Charleston

Sam Charleston joined Americold as Executive Vice President and Chief Human Resources Officer in January 2022. She is responsible for leading all talent initiatives to support the overall business direction and formulating appropriate organization strategies for the future development, attraction, onboarding, and retention of high-caliber talent. Ms. Charleston has deep experience in HR and the supply chain with a proven record of accelerating performance, building organizational capability, and developing talent
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across a variety of companies. Prior to joining our company, she was Senior Vice President, Human Resources, Talent & Culture at Newell Brands (NASDAQ: NWL). Before joining Newell Brands, she spent over 20 years with Kraft Foods, now The Kraft Heinz Company (NASDAQ: KHC) in roles spanning logistics, customer service, change management, and HR. She currently serves as a member of the Board of Directors for Second Nature Brands. Ms. Charleston holds a bachelor’s degree in Psychology from Clark Atlanta University and a master’s degree in Business Administration from Lake Forest Graduate School of Management.

James A. Harron

Mr. Harron joined Americold as Executive Vice President and Chief Investment Officer in September 2018. Prior to that, he held senior positions at leading private equity firms (Equity International) and investment banks (UBS, Donaldson, Lufkin & Jenrette, Lehman Brothers). Mr. Harron received his bachelor’s degree from Georgetown University and his M.B.A. from the University of Chicago Booth School of Business.

Sanjay Lall

Mr. Lall has served as our Executive Vice President and Chief Information Officer since April 2019. Mr. Lall previously served as the Vice President and Global Chief Information Officer for Interface, Inc. (NYSE: TILE), from May 2012 to April 2019. Before joining Interface, Mr. Lall held the role of Chief Information Officer and Vice President for Tyco/SimplexGrinnell, now part of Johnson Controls (NYSE: JCI), from April 2006 to April 2012. Mr. Lall graduated from the University of Miami with a Master of Science in Computer Science, and he holds a Bachelor of Commerce (Honors) in Accounting and Finance from the University of Delhi, India.

James C. Snyder, Jr.

Mr. Snyder has served as our Chief Legal Officer and Executive Vice President since March 2018. Prior to joining our team, Mr. Snyder served as the Chief Legal Officer to Pet Retail Brands, Inc. (a privately-held company) from 2017 to 2018. Prior to that, Mr. Snyder served as Senior Vice President, General Counsel and Secretary, of Family Dollar Stores, Inc., now Dollar Tree, Inc. (NASDAQ: DLTR), from 2009 until 2015. Before joining Family Dollar Stores, Inc., Mr. Snyder was employed by The Home Depot, Inc. (NYSE: HD) from 2001 until 2009, where his last position was Vice President and Associate General Counsel for Legal and Risk Management. Mr. Snyder received his bachelor’s degree from Wake Forest University and received his juris doctorate with Honors from the George Washington University Law School.
Thomas C. Novosel
Mr. Novosel has served as our Chief Accounting Officer and Senior Vice President since October 2013. Prior to joining our team, Mr. Novosel served as Chief Accounting Officer at Equity Lifestyle Properties (NYSE: ELS) from April 2012 to April 2013. From April 2010 to March 2012, he was an Audit Partner at Mueller & Company. From August 2005 to August 2009, Mr. Novosel was the National Managing Partner for the Construction, Real Estate and Hospitality practice at Grant Thornton. From April 2001 to October 2004, he served as Chief Accounting Officer at Apartment Investment and Management Company (NYSE: AIV). Prior to that he was an Audit Partner at Ernst & Young LLP. Mr. Novosel is a Certified Public Accountant. He received his bachelor’s degree in public accounting from Loyola University of Chicago.
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PROPOSAL 2 – ADVISORY VOTE ON THE COMPENSATION
OF THE NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY VOTE”)    
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, our shareholders are entitled to vote at the Annual Meeting to approve, on an advisory basis, the compensation of the Company’s Named Executive Offices (“NEOs”) as disclosed in this Proxy Statement pursuant to the rules of the SEC. This shareholder vote on the compensation of our NEOs is an advisory recommendation only and is not binding on the Company, our Board or our Compensation Committee. At last year’s annual meeting, over 98.9% of the votes cast were cast to approve executive compensation.
Below are summaries of key business highlights and executive compensation highlights from 2021, which the Board believes support a vote in favor of the Say-On-Pay proposal.
2021 Business Performance
During 2021, our business and financial results were negatively impacted by COVID-19 related disruptions in (i) the food supply chain; (ii) our customers’ production and transportation of goods; (iii) the labor market impacting availability and cost; and (iv) the macroeconomic environment including the impact of inflation on the cost to provide our services. We will continue to closely monitor the impact of the COVID-19 pandemic and any variants on all aspects of our business and geographies, including how it will impact our customers and business partners.
Despite the above challenges, we continued the execution of integrating the approximately $766 million of strategic acquisitions and joint ventures that increased our U.S., Australian, European and Canadian presence during the year.
For 2021, total revenue increased 36.6% over the prior year to approximately $2.7 billion and total NOI increased 14.2% to $630 million.
2021 Executive Compensation Highlights
As described more fully in the “Compensation Discussion and Analysis” of this Proxy Statement, our executive compensation program is designed to reward superior corporate performance as well as individual NEO contributions to the Company’s annual and long-term goals.
In support of those goals, we:
Pay for performance;
Include both annual cash incentives and long-term incentives to balance our performance;
Seek to align our compensation program with the interests of our shareholders; and
Target above-budget performance and set aggressive goals.
The Board is asking our shareholders to vote in favor of our NEO compensation as described in this Proxy Statement. This Say-On-Pay proposal allows our shareholders to express their opinion with respect to our NEOs’ compensation. However, this vote is not intended to focus on any particular item of compensation but is rather intended to address the overall compensation of our NEOs and the philosophy, policies, and practices underlying the compensation of our NEOs as described in this Proxy Statement. The vote is advisory only, and not binding on the Company, the Board or the Compensation Committee. However, the Compensation Committee, which is responsible for the overall design and administration of our executive compensation program, and the Board as a whole, value the opinion of our shareholders as expressed in this Say-On-Pay vote. The outcome of this vote will be considered in future compensation decisions.
Therefore, we ask that the shareholders vote “FOR” the following resolution:
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“RESOLVED, that the shareholders of Americold Realty Trust approve, on a non-binding, advisory basis, the compensation of the named executive officers as described in the Company’s Proxy Statement for its 2022 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the SEC under ‘Compensation Discussion and Analysis’ and the compensation tables and the narrative discussion following the compensation tables.”
Recommendation of the Board
The Board unanimously recommends a vote “FOR” the advisory resolution approving the compensation of our Named Executive Officers.



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PROPOSAL 3 – ADVISORY VOTE ON THE FREQUENCY OF SAY-ON-PAY VOTES

Pursuant to Section 14A of the Exchange Act, added pursuant to the Dodd-Frank Act, we are asking our shareholders to vote on a non-binding, advisory basis whether future Say-On-Pay Votes with respect to the compensation of our NEOs should occur every year, every two years or every three years. Shareholders have the option of choosing a frequency of every one, two or three years or of abstaining. After careful consideration, the Board believes that continuing to hold the Say-On-Pay vote every year is the most appropriate choice as it enables our shareholders to provide us with their views as to the compensation of our NEOs on a timely basis.
The Board has determined to recommend that the Company continue to hold future advisory votes on the compensation of our NEOs every year until the next advisory vote (after the vote held at the Annual Meeting) on the frequency of Say-On-Pay votes. The shareholders are not voting to approve or disapprove the Board ’s recommendation but are indicating their preference among the frequency options. The vote is advisory only and not binding on the Company or the Board; however, the Board intends to take the shareholders’ preference into account in setting future Say-On-Pay votes. Notwithstanding the Board’s recommendation and the outcome of this vote, in the future the Board may decide to conduct Say-On-Pay votes on a less frequent basis and may vary its practice based upon changes in circumstances, such as the adoption of material changes to the Company’s compensation programs, regulatory changes or other factors.
In order of any of the three frequency options to be approved by the shareholders, it must receive a majority of the votes cast with respect to this proposal. In the event that no option receives a majority vote, the Board will consider the option that receives the most votes to be the option selected by the shareholders.
Recommendation of the Board
The Board unanimously recommends a vote "FOR" holding future advisory votes on the compensation of our Named Executive Officers on an ANNUAL basis.


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PROPOSAL 4 - CONVERSION OF THE COMPANY FROM A MARYLAND REAL ESTATE INVESTMENT TRUST TO A MARYLAND CORPORATION

Overview

The Board has unanimously approved and recommends that our shareholders approve a proposal to convert the Company from a Maryland real estate investment trust (a “Maryland Trust”) to a Maryland corporation (the “Conversion”). We intend to continue to elect to be taxed as a REIT for United States federal income tax purposes following the Conversion. If our shareholders approve the Conversion, we intend to complete the Conversion as soon as practicable in accordance with Maryland law. For purposes of this Proposal 4, we sometimes refer to the Company as “Americold REIT” prior to the Conversion and “Americold Corp.” following the Conversion.

As described in this section, the Conversion will not have a material impact on your rights as a shareholder of the Company. Except with respect to provisions relating specifically to the MRL or the MGCL, the Americold Corp. charter following the Conversion will be substantially similar to the Americold REIT declaration of trust immediately prior to the Conversion.

For further information please see “Comparison of Shareholder Rights Before and After the Conversion” attached as Appendix G, as well as Appendices E and F, which are blacklines of the new charter (the “Corp. Charter”) that would replace the Company’s existing Amended and Restated Declaration of Trust, as amended (the “REIT Declaration of Trust”), and new bylaws (the “Corp. Bylaws”) that would replace the Company’s existing Amended and Restated Bylaws (the “REIT Bylaws”), marked against the REIT Declaration of Trust and REIT Bylaws, respectively.

Assuming that shareholders approve the Conversion proposal and the Conversion becomes effective:

the affairs of the Company will cease to be governed by the Maryland REIT Law (the “MRL”) and will become subject to the Maryland General Corporation Law (the “MGCL”), and the REIT Declaration of Trust and REIT Bylaws will be replaced by the Corp. Charter and the Corp. Bylaws;

each outstanding common share of beneficial interest of Americold REIT will be converted into and exchanged for an outstanding share of Americold Corp.’s common stock, and each outstanding option or other right, including operating partnership units, to acquire common shares of beneficial interest of Americold REIT will continue to be an outstanding option or other right to acquire shares of Americold Corp.’s common stock on the same terms;

each employee benefit plan, incentive compensation plan or other similar plan of Americold REIT will continue to be an employee benefit plan, incentive compensation plan or other similar plan of Americold Corp. without change; and

the name of the Company following the conversion will be Americold Realty Trust, Inc.;

Notwithstanding the changes described above, assuming that shareholders approve the Conversion proposal and the Conversion becomes effective:

Americold Corp. will for all purposes be the same entity as Americold REIT and, specifically, (i) all property owned by, and every contract right possessed by, Americold REIT will be the
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property and contract rights of Americold Corp., and (ii) all debts, obligations and other liabilities of Americold REIT will be the debts, obligations, and other liabilities of Americold Corp.;

each trustee and officer of Americold REIT will continue to hold his or her respective office with Americold Corp. and retain his or her respective positions, responsibilities, duties and benefits they currently hold with Americold REIT;

the respective positions of the Company or its shareholders under the federal securities laws or stock exchange listing rules will continue to remain the same; and

the trading of the Company’s common shares of beneficial interest (which, following the Conversion, will be referred to as common stock), will continue to trade on the New York Stock Exchange under the symbol “COLD” and the Company will continue to file periodic reports and other documents as required by the rules and regulations of the SEC and stock exchange listing rules;

Principal Reasons for the Conversion

At the time of our original formation in 2002 as a Maryland Trust, we were a private company with only two shareholders. Formation as a Maryland Trust was at that time a common entity choice for many private real estate investment trusts.

As we have evolved from a private company to the world’s largest publicly traded REIT focused on the ownership, operation, acquisition and development of temperature-controlled warehouses, our corporate structure and governance practices have evolved as well. We believe that good governance is key to building our business long-term. By ensuring strong oversight at all levels of the Company, we continue to build on our strong foundation, creating value for our shareholders and supporting sustained financial and operating performance.

While we have created a shareholder-friendly corporate governance structure which we believe aligns our interests with the interests of our shareholders, we believe that the Conversion will further solidify our commitment to sound governance. Corporations are now the most common entity type for publicly-traded companies incorporated in Maryland, including those that elect to be taxed as a REIT. Accordingly, the Conversion will position our corporate structure more in line with our peers and market standards. We also believe that the Conversion will provide the Company with certain operational and procedural advantages in our arrangements with our customers and third parties.

The Conversion will not have a material impact on your rights as a shareholder. However, we believe that conforming to industry standards is an important step in our continuing evolution as a public company. Therefore, the Board unanimously recommends a vote “FOR” converting the Company from a Maryland trust to a Maryland corporation.

Procedural Requirements

Effect of Vote for Conversion. Assuming that holders of a majority of our outstanding common shares vote in favor of this proposal and the Board does not elect to delay or abandon the Conversion, we will cause the Conversion to be effected at such time as we determine by filing with the State Department of Assessments and Taxation of Maryland (a) the articles of conversion in the form attached to this Proxy Statement as Appendix B (the “Articles of Conversion”) and (b) the Corp. Charter, which will govern our
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Company as a Maryland corporation, substantially in the form attached to this Proxy Statement as Appendix C. In addition, the board of directors of Americold Corp. will adopt the Corp. Bylaws for our Company, substantially in the form attached to this Proxy Statement as Appendix D. Approval of this proposal by our shareholders will constitute approval of the Articles of Conversion, the Corp. Charter and the Corp. Bylaws, including those provisions of the Corp. Charter and Corp. Bylaws that, subject to certain exceptions enumerated in the MGCL, would (a) limit the personal liability of the directors and officers and (b) authorize the Company to indemnify its directors and officers against expenses incurred by the director or officer in defending against a legal action brought or threatened against the director or officer due to his or her service in such capacity, and to advance payment of those expenses to a director or officer prior to the final disposition of the proceeding.

Required Vote. The affirmative vote of a majority of the votes entitled to be cast at the Annual Meeting is required to approve the Conversion. Abstentions and broker “non-votes” will be deemed as votes against the Conversion.

Effect of Not Obtaining Required Vote for Conversion. If we fail to obtain the requisite number of affirmative votes of shareholders to approve this Conversion proposal, the Conversion will not occur and the Company will continue to be a Maryland real estate investment trust and governed by the MRL and its existing REIT Declaration of Trust and REIT Bylaws.

Discretion Not to Complete the Conversion. The Conversion may also be delayed by the Board or the Articles of Conversion may be abandoned by action of the Board at any time prior to the effective time of the Conversion, whether before or after approval by our shareholders, if the Board determines for any reason that such delay or abandonment would be in the best interests of our Company and shareholders.

Regulatory Approvals. The Company is not required to obtain any regulatory approvals in advance of the Conversion.

Description of the Company’s Capital Stock Following the Conversion

A description of the Company’s capital stock following the Conversion is attached as Appendix H.

Certain U.S. Federal Income Tax Consequences

The following discussion summarizes the material U.S. federal income tax consequences of the Conversion to holders of our common shares. This summary is not a comprehensive description of all of the U.S. federal tax consequences of the Conversion that may be relevant to holders. We urge you to consult your own tax advisor regarding your particular circumstances and the U.S. federal income and estate tax consequences to you of the conversion, as well as any tax consequences arising under the laws of any state, local, foreign or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax laws.

The Conversion provided for in the Articles of Conversion is intended to be a tax-free reorganization under Section 368(a) of the U.S. Internal Revenue Code. Assuming the Conversion qualifies as a tax-free reorganization within the meaning of Section 368(a) of the U.S. Internal Revenue Code, and subject to the qualifications and assumptions described in this Proxy Statement: (a) holders of Americold REIT common shares will not recognize any gain or loss as a result of the completion of the Conversion, (b) the aggregate tax basis of shares of Americold Corp. common stock immediately following completion of the Conversion will be equal to the aggregate tax basis of the Americold REIT common shares immediately
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before consummation of the Conversion, and (c) the holding period for shares of Americold Corp. common stock following the Conversion will include the holding period of shares of Americold REIT common shares converted therefor.

Accounting Treatment

The Conversion will have no effect on the Company from an accounting perspective. Accordingly, the historical financial statements of the Company, which have previously been reported to the SEC on our periodic reports, as of and for all periods through the date of this Proxy Statement, will remain the financial statements of Americold Corp. following the Conversion.

Dissenters’ or Appraisal Rights

The shareholders of the Company will not be entitled to dissenters’ rights or appraisal rights as a result of the Conversion.


Recommendation of the Board
The Board unanimously recommends a vote “FOR” converting the Company from a Maryland real estate investment trust to a Maryland corporation.

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PROPOSAL 5 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board has appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, and the Board has directed that management submit the appointment of Ernst & Young LLP for ratification by the shareholders at the Annual Meeting. This vote is to ratify prior action by the Audit Committee and will not be binding on the Audit Committee. However, the Audit Committee may reconsider its prior appointment or consider the results of this vote when it determines to appoint the Company’s independent auditors in the future.
The Audit Committee is responsible for the appointment, retention, compensation and oversight of the Company’s independent auditors for the purpose of conducting annual audits, issuing audit reports and performing reviews and other services. The independent auditors report directly to the Audit Committee and the Audit Committee meets in executive session with the independent auditors at each regular Audit Committee meeting.
The Audit Committee evaluates the performance of the independent auditors each year and determines whether to retain the current auditors or to consider other audit firms. As a part of this evaluation, the Audit Committee considers the quality and efficiency of the services provided and the firm's knowledge and expertise in the Company’s industry. Based on this evaluation, the Audit Committee appointed Ernst & Young LLP to serve as the Company’s independent public accounting firm for the year ending December 31, 2022. Ernst & Young LLP has audited the financial statements of the Company and its subsidiaries since 2010.
The Audit Committee is ultimately responsible for negotiation of the audit fees associated with the services performed by its independent auditors. The fees we paid to Ernst & Young LLP in 2020 and 2021 are presented in the table below.
Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement should they wish to do so. The representatives are expected to be available to respond to appropriate questions from shareholders.
Recommendation of the Board
The Board unanimously recommends that shareholders vote “FOR” the ratification of the appointment of Ernst & Young LLP as the Company’s independent, registered public accounting firm.

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Fees Billed to the Company by Ernst & Young LLP
Ernst & Young LLP served as the Company’s independent registered public accounting firm for the fiscal years ended December 31, 2021 and 2020. During 2021 and 2020, the aggregate fees for services provided by Ernst & Young LLP in the following categories were as follows:
2021 2020
Audit Fees(1)
$ 9,653,827  $ 5,955,578 
Audit-Related Fees(2)
1,558,735  537,000 
Tax Fees(3)
4,826,544  4,875,101 
All Other Fees(4)
125,000  97,000 
Total Fees $ 16,164,106  $ 11,464,679 
(1)    Audit Fees consisted primarily of fees for audits of the Company’s annual consolidated financial statements and required statutory audits, including new statutory audits required in 2021 as a result of the Agro Merchants acquisition, the reviews of our quarterly financial statements and internal control over financial reporting and registration statement related services performed pursuant to SEC filing requirements.
(2)    Audit-Related Fees in 2021 related to due diligence fees in connection with the Liberty Freezers, KMT Brrr!, Bowman Stores, ColdCo Logistics, Newark Facility Management and Lago Cold Stores acquisitions and other potential transactions and in 2020 related to due diligence fees in connection with the Newport Cold, Caspers, AM-C, Hall’s and Agro Merchants acquisitions and other potential transactions.
(3)    Tax Fees consisted of fees related to tax compliance services, including new filing requirements as a result of the Agro Merchants acquisition, acquisition tax due diligence and structuring, tax planning and transfer pricing services. In 2021 and 2020, tax compliance fees totaled $1.5 million and $0.5 million, respectively. Additionally, 2021 and 2020 Tax Fees included services related to tax due diligence for current year acquisition targets as well as one-time services related to tax structuring and transfer pricing specifically associated with the Agro Merchants acquisition. These one-time services related to the Agro Merchants acquisition were necessary given the new significant presence in certain European countries where the Company had no pre-existing operations. The total of fees associated with these services were $2.3 million and $3.7 million, respectively.
(4) All Other Fees consist of permitted corporate finance assistance and permitted advisory services.
Pre-Approval of Services
Pursuant to its Policy for Pre-Approval of Independent Auditor Services, the Audit Committee pre-approves all audit and permissible non-audit services proposed to be performed by the Company’s independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is required in order to assure that the provision of such services is consistent with the SEC’s rules on auditor independence. The policy provides for general pre-approval of certain specified services and specific pre-approval of all other permitted services and proposed services exceeding pre-approved cost levels. The policy authorizes the Audit Committee to delegate pre-approval authority with respect to permitted services to one or more of its members. Any member or members to whom authority is delegated must report any pre-approval decisions to the full Audit Committee at its next scheduled meeting.
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AUDIT COMMITTEE REPORT
The Audit Committee of the Board oversees the financial reporting process of the Company, on behalf of the Board, consistent with the Audit Committee’s written charter. Management has the primary responsibility for preparation of the Company’s consolidated financial statements in accordance with generally accepted accounting principles and the reporting process, including disclosure controls and procedures and the system of internal control over financial reporting. The Company’s independent registered public accounting firm is responsible for auditing the annual financial statements prepared by management. The Audit Committee has reviewed and discussed with management and the Company’s independent registered public accounting firm, Ernst & Young LLP, the Company’s audited financial statements for the year ended December 31, 2021. Prior to the commencement of the audit, the Audit Committee discussed with the Company’s management and independent registered public accounting firm the overall scope and plan for the audit. Subsequent to the audit and each of the quarterly reviews, the Audit Committee discussed with the independent registered public accounting firm, with and without management present, the results of their examinations and reviews, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of specific judgments and the clarity of disclosures in the consolidated financial statements.
In addition, the Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by the Public Company Accounting Oversight Board and the SEC. The Audit Committee also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. The Audit Committee discussed with the independent registered public accounting firm its independence from the Company and considered the compatibility of non-audit services with its independence.
Based upon the reviews and discussions referred to in the foregoing paragraphs, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC.
The foregoing report has been furnished by the Audit Committee as of February 22, 2022.
George J. Alburger, Jr. – Chair
Kelly H. Barrett
Pamela K. Kohn
Andrew P. Power
The information contained in this Audit Committee Report shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing (except to the extent that we specifically incorporate this information by reference) and shall not otherwise be deemed “soliciting material” or “filed” with the SEC, subject Regulation 14A or 14C, or the liabilities of Section 18 of the Exchange Act (except to the extent that we specifically incorporate this information by reference).
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PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth information as of April 1, 2022 regarding the beneficial ownership of our common shares by each person known by us to beneficially own 5% or more of our outstanding common shares, certain significant shareholders, each of our Trustees and NEOs, and all of our Trustees and executive officers as a group.
Beneficial ownership for purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof or to dispose or direct the disposition thereof, or has the right to acquire any such powers within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be the beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Unless otherwise set forth below, the address of each beneficial owner is c/o Americold Realty Trust, 10 Glenlake Parkway, South Tower, Suite 600, Atlanta, GA 30328.
Number of common shares
beneficially owned
Percentage of common shares
beneficially owned
5% shareholders:
The Vanguard Group(1)
37,433,584 14.0  %
Cohen & Steers, Inc.(2)
36,254,104 13.6  %
APG Asset Management US Inc.(3)
20,285,800 7.6  %
Blackrock, Inc.(4)
19,323,292 7.2  %
Named executive officers and Trustees:
George F. Chappelle Jr.(5)
42,183 *
Marc J. Smernoff(6)
185,047 *
Robert S. Chambers(7)
16,813 *
James A. Harron 13,719 *
George J. Alburger, Jr.(8)
24,095  *
Kelly H. Barrett(9)
18,138 *
Robert L. Bass(10)
2,282 *
Antonio F. Fernandez(11)
9,138 *
James R. Heistand(12)
35,345 *
Pamela K. Kohn(13)
2,282  *
David J. Neithercut(14)
9,138  *
Mark R. Patterson(15)
36,042  *
Andrew P. Power(16)
24,095  *
Fred W. Boehler(17)
Carlos V. Rodriguez(18)
All current executive officers and Trustees as a group (16 persons)
472,569 *
* Indicates beneficial ownership of less than 1% of our outstanding common shares.
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(1) Based solely on information contained in a form 13G/A filed by The Vanguard Group (“Vanguard”) with the SEC on February 9, 2022, Vanguard is an investment manager to various investment funds and as such has investment discretion with respect to the funds. Vanguard has sole voting power with respect to no shares and shared voting power with respect to 389,237 shares. Vanguard has sole dispositive power with respect to 36,808,057 shares and shared dispositive power with respect to 625,527 shares. Vanguard may be deemed to share voting and dispositive power with respect to shares owned by its affiliates. The address of Vanguard is 100 Vanguard Boulevard, Malvern, PA 19355.
 (2) Based solely on information contained in a Form 13G/A filed by Cohen & Steers, Inc. (Cohen & Steers”) with the SEC on February 14, 2022. Cohen & Steers has sole voting power with respect to 25,037,831 shares and shared voting power with respect to no shares. Cohen & Steers has sole dispositive power with respect to 36,254,104 shares and shared dispositive power with respect to no shares. Cohen & Steers is the parent of Cohen & Steers Capital Management, Inc., an investment advisor registered under Section 203 of the Investment Advisors Act (the “Act”)(“C&S Capital Management’), which has sole voting power with respect to 24,920,325 shares and shared voting power with respect to no shares. C&S Capital Management has sole dispositive power with respect to 35,579,330 shares and shared dispositive power with respect to no shares. Cohen & Steers is the parent of Cohen & Steers UK Ltd, an investment advisor registered under Section 203 of the Act, which has sole voting power with respect to 82,543 shares, shared voting power with respect to no shares, sole dispositive power with respect to 639,811shares and shared dispositive power with respect to no shares. Cohen & Steers is the parent of Cohen & Steers Asia Ltd, an investment advisor registered under Section 203 of the Act, sole dispositive power with respect to 18,520 shares and shared dispositive power with respect to no shares. Cohen & Steers is the parent of Cohen & Steers Ireland Limited, which has sole voting power with respect to 16,443 shares, shared voting power with respect to no shares, sole dispositive power with respect to 16,443 shares and shared dispositive power with respect to no shares. The address of Cohen & Steers is 280 Park Avenue, 14th Floor, New York, NY 10017.
(3) Based solely on information contained in a Form 13G/A filed by APG Asset Management US Inc (“APG US”) on January 19, 2022. APG US has sole voting power with respect to no shares and shared voting power with respect to 20,285,800 shares. APG US has sole dispositive power with respect to no shares and shared dispositive power with respect to 20,285,800 shares. APG Asset Management, N.V. (“APG NL”) is wholly-owned by APG Groep, N.V. (“APG Groep”) and is the investment manager with respect to the shares beneficially owned. Pursuant to an Investment Management Agreement, APG NL has delegated its investment and voting power with respect to such shares to APG US, which is its wholly-owned subsidiary. Stichting Pensioenfunds ABP is the majority owner of APG Groep. By virtue of this relationship each of the Reporting Persons may be deemed to share beneficial ownership of the shares and may be deemed to be a member of a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended). However, each Reporting Person disclaims membership in any such group and, further, disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.
(4) Based solely on information contained in a Form 13G/A filed by Blackrock, Inc. (“Blackrock”) with the SEC on February 3, 2022. Blackrock is the parent of various subsidiaries that hold, in the aggregate, 19,323,292 shares. Of the shares held by Blackrock, it has sole voting power with respect to 16,841,580 shares and sole dispositive power with respect to 19,323,292 shares. The address of Blackrock is 55 E. 52nd Street, New York, NY 10055.
(5) Consists of OP Units vesting within 60 days.
(6) Consists of 177,899 common shares owned and 7,148 vested OP Units convertible into common shares.
(7) Consists of vested OP Units convertible into common shares.
(8) Consists of 14,957 common shares owned, 5,830 vested OP Units convertible into common shares and 3,308 OP Units vesting within 60 days.
(9) Consists of 11,839 common shares owned, 2,991 vested OP Units convertible into common shares. and 3,308 RSUs vesting within 60 days.
(10) Consists of OP Units vesting within 60 days.
(11) Consists of 2,991 common shares owned and 2,839 vested OP Units convertible into common shares and 3,308 RSUs vesting within 60 days.
(12) Consists of 32,037 common shares owned and 3,308 RSU’s vesting within 60 days.
(13) Consists of OP Units vesting within 60 days.
(14) Consists of 5,830 vested OP Units convertible into common shares and 3,308 OP Units vesting within 60 days.
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(15) Consists of 21,207 common shares owned, 10,204 vested OP Units convertible into common shares and 4,631 OP Units vesting within 60 days.
(16) Consists of 14,957 common shares owned, 5,830 vested OP Units convertible into common shares and 3,308 OP Units vesting within 60 days.
(17) Mr. Boehler’s employment with the Company ended on November 2, 2021.
(18) Mr. Rodriguez’s employment with the Company ended on March 4, 2022.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
As of December 31, 2021
Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights
Weighted-average exercise price of outstanding options, warrants and rights(1)(2)
Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders 2,815,886 $9.81 5,477,959
Equity compensation plans not approved by security holders N/A N/A N/A
Total
2,815,886(3)
$9.81 5,477,959
(1)        The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs, which have no exercise price.
(2)        The weighted-average remaining contractual term of the Company’s outstanding options as of December 31, 2021 was 2.9 years.
(3)        Represents 2,815,886 shares for issuance under the Americold Realty Trust 2010 Equity Incentive Plan (the “2010 Plan”), the Americold Realty Trust 2008 Equity Incentive Plan and the Americold Realty Trust 2017 Equity Incentive Plan (the “2017 Plan”), of which 206,298 shares were subject to outstanding options, 2,104,506 shares were subject to outstanding RSU awards and 505,082 shares were subject to outstanding OP Unit awards.
For more information regarding securities authorized for issuance under our equity compensation plans prior to the IPO see Note 15 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.
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COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis describes the material elements of our executive compensation program for fiscal year 2021, providing an overview of our executive compensation philosophy, processes, practices, pay components and pay decisions for our Named Executive Officers (“NEOs”). It provides details on how and why the Compensation Committee of our Board (the “Compensation Committee”) arrived at executive pay decisions and the key factors considered in making those decisions.
Our NEOs included all individuals that served as our chief executive officer during the fiscal year, our chief financial officer and the three next most highly compensated executive officers, who were:
2021 NEO Role
George F. Chappelle Jr.(1)
Chief Executive Officer
(Interim CEO from November 2, 2021 - February 23, 2022)
Marc J. Smernoff Executive Vice President and Chief Financial Officer
Carlos V. Rodriguez(2)
Executive Vice President and Chief Operating Officer
James A. Harron Executive Vice President and Chief Investment Officer
Robert S. Chambers Executive Vice President and Chief Commercial Officer
Fred W. Boehler(3)
Former President and Chief Executive Officer
(1) Mr. Chappelle was appointed permanent CEO on February 24, 2022.
(2) Mr. Rodriguez’s employment with the Company ended on March 4, 2022.
(3) Mr. Boehler’s employment with the Company ended on November 2, 2021.
Business Performance
During 2021, our business and financial results were negatively impacted by COVID-19 related disruptions in (i) the food supply chain; (ii) our customers’ production and transportation of goods; (iii) the labor market impacting availability and cost; and (iv) the macroeconomic environment including the impact of inflation on the cost to provide our services. We will continue to closely monitor the impact of the COVID-19 pandemic and any variants on all aspects of our business and geographies, including how it will impact our customers and business partners.
Despite the above challenges, we continued the execution of integrating the approximately $766 million of strategic acquisitions and joint ventures that increased our U.S., Australian, European and Canadian presence during the year.
Some of our financial highlights for 2021 include Total Revenue up 36.6% over prior year, and Core EBITDA up 11.4% over prior year.*
image1.jpgimage1.jpg image3a.jpg
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* See Appendix A to this Proxy Statement for additional information about Core EBITDA, including a reference to our GAAP financial statements.
Leadership Transition
In November 2021, Mr. Boehler, who had served as our President and Chief Executive Officer and as a member of our Board since December 2015, was terminated without cause from the organization and resigned from the Board of Trustees. For details on the terms of Mr. Boehler’s severance agreement, please see “Potential Payments upon Termination or Change in Control” on page 53.
As a result of this change, Mr. Chappelle, joined the organization in November 2021 as the interim Chief Executive Officer and member of the Board of Trustees. Subsequently, on February 24, 2022, Mr. Chappelle was appointed as the permanent Chief Executive Officer. Throughout the Compensation Discussion and Analysis we refer to Mr. Chappelle as “Chief Executive Officer”. For details on the terms of Mr. Chappelle’s employment, please see the “Employment Agreements with Named Executive Officers” on page 53.

Executive Compensation Philosophy and Practices
The foundational aim of our executive compensation philosophy is to attract and retain the top talent required to drive our Company forward while ensuring the interests of our executive team and shareholders are strongly aligned. We strive to provide a total compensation package for our executive officers that is reasonable, competitive to market, and allows for flexibility to differentiate pay based on performance and contributions to the overall success of the organization.
We implement our philosophy in many ways including:
Annually reviewing our executive compensation practices against our peer group and market data;
Administering annual performance assessments for our CEO and our other executives that focus on individual performance against strategic goals and leadership impact;
Ensuring a significant portion of our NEOs’ compensation is variable pay;
Providing annual cash incentives tied to Company financial performance and individual objectives that are measurable and align with strategic initiatives of the Company;
Offering a competitive mix of long-term incentives that have a multi-year vesting period for time-based awards, and a significant emphasis on multi-year total shareholder return performance for performance-based awards;
Implementing meaningful stock ownership guidelines that align our executives’ interests with those of our shareholders;
Mitigating risk with our recoupment or “clawback” policy on incentive compensation; and
Focusing on a competitive range around market rates and assessing the mix of pay components to ensure that it supports a pay-for-performance culture.
We have designed our compensation program to provide our executive officers with a competitive mix of cash and equity in the form of base salary, annual cash bonuses and long-term equity incentives that encourages decision-making that is aligned with the long-term interests of our shareholders. This is
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accomplished by tying a significant portion of our variable pay components to overall Company financial results, individual performance that aligns with the Company’s core business objectives and awarding equity that is tied to market performance and vests over a 3-year period.
The chart below sets forth the mix of total target compensation in 2021 for our former Chief Executive Officer and the average of all other NEOs. The chart below does not set forth the mix of total compensation in 2021 for Mr. Chappelle, our current Chief Executive Officer, whose compensation arrangements are described below under “— Employment Agreements with Named Executive Officers — Chappelle Employment Arrangements”.

Former CEO Target Pay Mix             NEOs Target Pay Mix image4a.jpg imagea.jpg

Compensation Best Practices

The Compensation Committee is committed to maintaining industry-leading best practices in the compensation of our NEOs.

Our compensation program is aligned with our short- and long-term performance and reflects best practices to ensure sound corporate governance. As illustrated above, the vast majority of our NEO’s compensation is subject to forfeiture (“at risk”). In addition, with the exception of base salary and time-based RSUs, all compensation is performance-based. NEO’s are also subject to stock ownership guidelines, and the securities they are required to hold under those guidelines will continue to fluctuate with our stock price.













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What We Do
ü Strong emphasis on performance-based compensation with a significant portion of overall compensation tied to Company performance ü Compensation Committee, like all of the Board committees, comprised solely of independent directors and advised by independent compensation consultant
ü Aggressive annual Core EBITDA and Total Shareholder Return Targets ü Meaningful share ownership requirements for executives
ü Mix of annual cash and long-term incentives ü Annual Say-on-Pay vote
ü Annual cash incentives for NEOs limited to 175% payout maximum ü Require compensation committee approval of performance results for purposes of NEO compensation
ü Rigorous and subjective measures tied to both Company and individual performance ü Condition severance payments upon a release of claims and compliance with restrictive covenants
ü Double-trigger change-in-control severance benefits ü Robust clawback policy for incentive compensation paid to our executive officers

What We Don’t Do
x Discount or reprice stock options; permit liberal share recycling or “net share counting” upon exercise of options x Guarantee incentive awards for executives
x Provide incentives that encourage excessive risk-taking x Provide single-trigger change in control acceleration of equity awards or severance payments

Process for Determining Executive Compensation
Our Compensation Committee believes that to attract, motivate and retain talented, high-caliber executive officers, we need to provide annual compensation, including cash and equity-based incentives, that is competitive, yet aligns with the interests of our shareholders. Pay-for-performance will continue to be a priority, both through Company financial and market performance, as well as long-term growth and strategic objective attainment.
Role of our Compensation Committee
The Compensation Committee is responsible for approving our executive compensation design, philosophy and overall programs for our NEOs, which include:
Determining annual and long-term performance goals;
Setting target compensation;
Designing incentive compensation programs;
Determining payouts against performance;
Reviewing and approving on-going compensation and benefits components; and
Evaluating and approving equity awards.
The Compensation Committee acts independently, but works closely with our Board, our executive management team and our independent compensation consultant in its decision-making process.
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Role of our Independent Compensation Consultant
The Compensation Committee has the discretion to retain its own compensation consultant to assist in carrying out its responsibilities. For 2021, the Compensation Committee continued to engage the services of Meridian Compensation Partners, LLC (“Meridian”), an independent compensation consultant that reports to the Compensation Committee.
Meridian provides the Compensation Committee guidance regarding executive compensation components, including base pay, annual cash incentives and long-term incentives, and how these compare to (1) our custom peer group of similarly situated companies, and (2) relevant external market data from compensation surveys, with a focus on the REIT, logistics and transportation industries. Meridian also reviews and provides market data on trustee compensation, informs the Committee of governance and regulatory trends and developments, conducts risk assessment and provides general advice and support to the Compensation Committee.
Representatives from Meridian attend Compensation Committee meetings as requested, and also communicate with the Compensation Committee outside of these meetings. Meridian meets with members of management periodically to support the process and works with management to develop proposals for the Compensation Committee’s consideration.
Role of our Executive Management Team
To the extent requested, our executive management team provides input on matters to the Compensation Committee as it evaluates, designs and implements our executive compensation program. Our CEO provides recommendations regarding compensation matters with respect to the executive team, but not with respect to his own compensation. The Compensation Committee carefully reviews these recommendations, absent any members of the management team, and consults with the independent compensation consultant before making final determinations to compensation changes. We believe this process ensures that our executive compensation program effectively aligns with our overall executive compensation philosophy and interests of our shareholders.
Say-on Pay Vote and Compensation Actions Taken
At last year’s annual meeting, over 98% of the votes cast were cast to approve executive compensation. As a result of this high approval level, the Compensation Committee believes that shareholders broadly support our compensation policies, and the Compensation Committee continued to apply the same overall principles to determine the amounts and types of executive compensation for 2021.
The Compensation Committee will continue to monitor best practices, future advisory votes on executive compensation and other shareholder feedback to guide it in evaluating our NEO compensation program. The Compensation Committee invites our shareholders to communicate any concerns or opinions on executive pay directly to our Board. Please refer to “Corporate Governance - Communications by Shareholders and Other Interested Parties” for information about communicating to our Board.
Components of Compensation
The following is a description of our key pay components which include base salary, annual cash incentive compensation, and long-term equity compensation for our NEOs for 2021.
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Pay Component Purpose Type Additional Details
Base Salary Attract and retain top talent Cash Reviewed against the executive’s experience, current performance, role within the organization and similarly situated executives in our peer group/market data
Annual Cash Incentive Motivate our executive team to accomplish business/individual performance goals that contribute to the long-term business objectives Cash Earned based on attainment of company-wide EBITDA results and individual strategic objectives:
70% tied to financial goals of the organization; 30% tied to individual objectives
Long-Term Incentive Retain talent to deliver long-term sustainable performance and align executive rewards with long-term shareholder return Equity
Mix of performance-based and time-based RSUs accounting for 75% and 25% of the value, respectively

Performance-based awards with a 3-year relative TSR performance metric that must be attained in order to vest and time-based awards with a 3-year ratable vesting

Base Salary
The annual base salary component provides each executive with a fixed minimum amount of annual cash compensation. In establishing base salaries for our NEOs, the Compensation Committee considers the role, experience, overall responsibilities, market compensation data, as well as the NEO’s individual performance and achievement of specific goals that were established for the year. The Compensation Committee reviews base salaries annually. Each year during our annual performance cycle, the CEO assesses the other executives and provides feedback to the Compensation Committee. In addition, the Compensation Committee evaluates the CEO’s performance. The Compensation Committee, on a case-by-case basis, may adjust base salaries during the course of the year outside of the annual review process. Base salary levels also affect annual cash incentive compensation since each NEO’s target bonus opportunity is expressed as a percentage of base salary.
For fiscal year 2021, after considering market data, evaluating the scope and complexity of the role and performance considerations, the Compensation Committee approved base salary increases for Messrs. Harron, Chambers and Boehler. The below table reflects base salaries before and after the respective increases:
NEO
Base Salary Beginning of 2021 Base Salary
End of 2021
Percentage Change
George F. Chappelle Jr. (1)
$0 $140,000 per month n/a
Marc J. Smernoff $525,000 $525,000 0 %
Carlos V. Rodriguez $525,000 $525,000 0 %
James A. Harron $350,000 $400,000 14.3%
Robert S. Chambers $400,000 $425,000 6.3%
Fred W. Boehler $850,000
$900,000 (2)
5.9%
(1) Reflects Mr. Chappelle’s monthly base salary per his 6-month, interim CEO agreement.
(2) Reflects Mr. Boehler’s base salary at the time of his departure.
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Upon Mr. Chappelle’s appointed as the permanent Chief Executive Officer, the Compensation Committee approved an annual base salary of $1,000,000 for fiscal year 2022.
Annual Incentive Plan
All of our NEOs are eligible to earn an annual cash award under our Annual Incentive Plan (“AIP”) that is tied to both the overall financial performance of the Company and to individual strategic objectives established at the beginning of each year. For 2021, no annual cash awards were earned for any of our NEOs.
Each executive’s annual cash incentive award was determined based upon the achievement of a threshold level of Core EBITDA and such executive’s overall performance against defined strategic objectives.
The key design elements of the 2021 AIP program were as follows:
Component 2021 Design Rationale
Performance Metric 70% Core EBITDA
30% Individual Objectives
Profitable growth is a key element of our overall strategy, therefore greater weighting is placed on Core EBITDA.

Individual objectives provide for focus on key strategic non-quantitative goals and objectives that support the overall business strategy
Performance and Payout Range Performance Range:
Threshold: 95% of target
Maximum: 104% of target

Payout Range:
Threshold: 50% of target
Maximum: Up to 175% of target
Important to provide downside protection to mitigate against incentivizing risky behavior with an “all or nothing” approach to performance achievement, and to provide upside opportunity to recognize over-achievement towards aggressive stretch goals
Funding Mechanism Funding: 100% Core EBITDA

Allocation for NEOs:
70% Core EBITDA
30% Individual Objectives
Maintains Core EBITDA as sole funding mechanism and the primary driver, but allows for individual line of sight; parameters in place to ensure dollars available for individual performance cannot exceed pool available
The Compensation Committee reviews and approves the Company’s financial performance measurement and sets a threshold, target and maximum level of achievement that must be met in order for the AIP to pay out. Threshold is set at 95% of target Core EBITDA and Maximum is set at 104% of target Core EBITDA.
At below threshold achievement, no payout would be earned. At threshold achievement, our NEOs can earn 50% of their target, while the maximum payout opportunity is 175% of their target. For any financial performance at or above the threshold level, payouts would be calculated by linear interpolation based on performance levels up to the maximum amount.
During 2021, after considering applicable market data, scope and complexity of the role and performance considerations, the Compensation Committee approved an increase in target bonus opportunity to Messrs. Boehler, from 125% to 150%, and Smernoff, from 75% to 90%. No other NEO received an increase in target bonus opportunity in 2021.
The threshold, target and maximum AIP dollars for each of our NEOs in effect as of December 31, 2021 were as follows:
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NEO Target (%) Threshold ($)
50% of Target
Target ($)
100%
Maximum ($)
175% of Target
George F. Chappelle Jr. (1)
n/a n/a n/a n/a
Marc J. Smernoff 90% $ 236,250  $ 472,500  $ 826,875 
Carlos V. Rodriguez 75% $ 196,875  $ 393,750  $ 689,063 
James A. Harron 60% $ 120,000  $ 240,000  $ 420,000 
Robert S. Chambers 75% $ 159,375  $ 318,750  $ 557,813 
Fred W. Boehler 150% $ 675,000  $ 1,350,000  $ 2,362,500 
(1)Pursuant to his offer letter entered into in conjunction with this appointment as the permanent Chief Executive Officer, Mr. Chappelle will receive a target bonus opportunity of 160% for fiscal year 2022. See “— Employment Agreements with Executive Officers — Chappelle Employment Arrangements” below.
For 2021, the Core EBITDA threshold, target and maximum amounts under our AIP were as follows:
Financial Measurement ($ in millions)
Threshold
(95% of Target)
Target
Maximum
(104% of Target)
Core EBITDA (1)
$564.0 $593.7 $617.4
(1)Core EBITDA, a non-GAAP financial measure, as adjusted for foreign currency fluctuations. See Appendix A.
In 2021, reported Core EBITDA was $474.5 million, which was below our threshold required to achieve a payout under our AIP.
The funding of the AIP for our executives is based on the overall Core EBITDA results. Once the performance results are determined, 70% is allocated to the NEO’s Core EBITDA portion of their bonus. The remaining 30% goes into a pool that is available for distribution based upon achievement of individual objectives.
Long-Term Incentive Plan
All of our NEOs were eligible to receive equity awards in 2021 under the 2017 Plan, which we refer to as our Long-Term Incentive Plan (“LTIP”). Our LTIP philosophy provides for a target value of equity that varies by role and takes into consideration market data, complexity of role and overall strategic fit. Our Compensation Committee believes that our LTIP, composed of equity-based compensation awards, enables us to attract, motivate, retain and adequately compensate executive talent.
In 2021, the Compensation Committee approved the award of both time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”) to our NEOs under the Plan. Our NEOs had the option to elect Operating Partnership Units, (“OPUs”) rather than restricted stock units, for both their RSUs and PRSUs awards.
OPUs represent a fractional undivided share of an ownership interest in our operating partnership. Subject to the terms of our operating partnership’s amended and restated limited partnership agreement and any additional restrictions included in the applicable award, holders of OPUs will be entitled to distributions, if any, made by our operating partnership with respect to the OPUs. Subject to certain conditions, once vested OPUs may be converted into common units of the operating partnership (“Common Units”). Holders of OPUs have similar voting rights as holders of Common Units, with the OPUs voting as a single class with the Common Units and having one vote per OPU. Each Common Unit acquired upon conversion of a vested OPU may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a common share of the Company, except that the Company may, at its election, acquire each Common Unit so presented for one common share.
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For 2021 after considering the market data, performance considerations and reviewing the scope and complexity of the role, the Compensation Committee approved an increase in target value of equity for the following NEOs:
NEO
Target Equity Value
2020
Target Equity Value
2021
Percentage Change
Marc J. Smernoff $840,000 $1,100,000 31.0%
Carlos V. Rodriguez $840,000 $1,100,000 31.0%
James A. Harron $560,000 $750,000 33.9%
Robert S. Chambers $600,000 $750,000 25.0%
Fred W. Boehler $3,187,500 $3,720,000 5.9%
The Committee believes these long-term awards continue to align with shareholder interests, with 75% of the award value tied to the long-term performance of the Company.
In conjunction with our leadership transition and to reflect his interim status for his critical role during 2021, Mr. Chappelle received a one-time, time-based award with a value of $1,260,000. Upon Mr. Chappelle’s appointment as the permanent Chief Executive Officer, the Compensation Committee approved a target equity award value of $3,560,000 for fiscal year 2022. See “— Employment Agreements with Executive Officers — Chappelle Employment Arrangements” below.
Time-Based RSU or OPU Awards
For 2021, time-based RSU or OPU awards comprised 25% of the total LTIP value granted to our executive officers. These awards will vest ratably, one-third each year, on the first, second and third anniversary of the grant date.
Performance-Based RSU or OPUs Awards
For 2021, PRSUs or performance-based OPUs (“POPUs”) comprised 75% of the total LTIP value granted to our executive officers. Vesting of these awards will be determined based upon a comparison of the Company’s total shareholder return (“TSR”) on a relative basis (target requires above median performance and will be achieved at the 55th percentile) to the MSCI U.S. REIT Index at the end of the applicable performance period (January 1, 2021 – December 31, 2023). The awards will vest, if at all, at the end of a three-year period contingent upon the achievement of the pre-established relative TSR goal. If the Company’s TSR is negative, in no event may the number of PRSUs or POPUs that vest exceed the target number of shares awarded.
These awards allow for performance level thresholds based on performance achievement as set forth below. The performance and payout results will be determined by using a linear interpolation between the performance levels.
Performance Level Threshold Relative Market Performance Market Performance Vesting
High Level 75th percentile 200% of Target Award
Target Level 55th percentile 100% of Target Award
Threshold Level 30th percentile 50% of Target Award
Below Threshold Level Below 30th percentile 0% of Target Award
Below are the equity awards granted on March 8, 2021 to our NEOs:
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NEO Grant Date # Awarded OPU or RSU POPU or PRSU POPU or PRSU Performance Period
George F. Chappelle Jr. November 2, 2021 42,183 42,183 Not Applicable
Marc J. Smernoff March 8, 2021 32,448 8,112 24,336 Jan 1, 2021 - Dec 31, 2023
Carlos V. Rodriguez March 8, 2021 32,448 8,112 24,336 Jan 1, 2021 - Dec 31, 2023
James A. Harron March 8, 2021 22,124 5,531 16,593 Jan 1, 2021 - Dec 31, 2023
Robert S. Chambers March 8, 2021 22,124 5,531 16,593 Jan 1, 2021 - Dec 31, 2023
Fred W. Boehler March 8, 2021 109,735 27,434 82,301 Jan 1, 2021 - Dec 31, 2023
Peer Group
For 2021, the Compensation Committee approved a group of peer companies to be used for future benchmarking purposes for target compensation opportunities of certain roles. The peer group consists of the following 21 companies which represent a blend of REIT and operating companies.
C.H. Robinson Worldwide, Inc. Fresh DelMonte Produce Inc. SpartanNash Company
CubeSmart Iron Mountain, Incorporated STAG Industrial, Inc.
CyrusOne Inc. J.B. Hunt Transport Services, Inc. The GEO Group, Inc.
Duke Realty Corporation Life Storage, Inc. United Natural Foods, Inc.
EastGroup Properties, Inc. QTS Realty Trust, Inc. US Foods Holding Corp
Extra Space Storage Inc. Rexford Industrial Realty, Inc. W.P. Carey, Inc.
First Industrial Realty Trust, Inc. Ryder Systems, Inc. XPO Logistics, Inc.
Other Compensation Programs and Benefits
We provide the opportunity for our NEOs and other executive officers to receive certain health and welfare benefits and other limited perquisites which include:
Health and Welfare Benefits: All NEOs are eligible for medical, dental, vision, short- and long-term disability and life insurance in which the Company pays for the associated premiums. Additionally, NEOs are eligible to receive company-paid executive physicals each year.

401(k) Plan: We offer a defined contribution 401(k) plan (the “401(k) Plan”) to all eligible associates. For our non-unionized associates, we currently match 50% of associate contributions up to 6% of the associate’s pay. Associates who are over age 50 are permitted to contribute additional amounts on a pre-tax basis under the catch-up provision of the 401(k) Plan subject to limitations of the Code. An associate’s deferrals under the 401(k) Plan are 100% vested and non-forfeitable when made to the 401(k) Plan and our matching contributions vest ratably over a five-year period. The 401(k) Plan does not discriminate in favor of our Highly Compensated Employees (“HCEs”) and is subject to annual compliance testing which imposes an annual contribution limit for our HCEs.

Deferred Compensation Plan: We maintain a nonqualified deferred compensation plan, with a discretionary Company match, for all associates who meet the eligibility requirements, including all of our NEOs. For further details of the Deferred Compensation Plan, see the “Fiscal Year 2021 Nonqualified Deferred Compensation” section.

Other Benefits: From time to time, we provide limited additional benefits to our executive officers.
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All such benefits and perquisites for our NEO are reflected in the “All Other Compensation” and “Fiscal Year 2021 Non-qualified Deferred Compensation” tables.
Double-Trigger Change-In-Control Severance Benefit
In accordance with existing employment agreements, executive officers are entitled to receive severance payments upon certain termination events. No NEO is entitled to cash severance in the event of a change in control unless the executive is also terminated without Cause or for Good Reason as such terms are defined in our employment agreements. For additional details, see the sections titled “Employment Agreements with Named Executive Officers” and the Potential Payments Table on Page 53.
CEO Pay Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median associate to the annual total compensation of Mr. Chappelle, our Chief Executive Officer. We believe that the pay ratio disclosed below is a reasonable estimate and calculated in a manner consistent with the Pay Ratio Rules.

During 2021, since the Company had multiple principle executive officers (“PEOs”), we took the PEO serving in the position as of December 31, 2021, Mr. Chappelle, and annualized his compensation to determine the pay ratio.

The 2021 annual total compensation of the median associate identified by the Company, and as described in further detail below, was $41,521, and the total annual compensation of our CEO was $4,237,132. Based on this information, the ratio of the median annual total compensation of all associates to the annual total compensation of our CEO is 1:102.

The methodology we used in 2021 to identify the median of the annual total compensation of all our associates, as well as to determine the annual total compensation of our “median associate,” was as follows:
To identify the median Associate, we started with our associate population as of December 31, 2021, which consisted of approximately 16,275 individuals. The total number of U.S. and non-U.S. associates were 12,647 and 3,628, respectively.
We then excluded certain non-U.S. associates as permitted under SEC rules, which consisted of 133 Argentina, 66 Austria, 73 Chile, 201 New Zealand, 57 Poland, and 135 Spain associates. As result of these exclusions, our associate population was 15,610.
We calculated compensation using total taxable wages (Form W-2 Box 1 or equivalent) paid to our associates in fiscal year 2021. For Australia, we used their taxable wages from the end of their fiscal year which was June, 2021.
We did not annualize compensation for any associates, including any that were not employed by us for all of 2021.
Foreign salaries were converted to U.S. dollars at the December 31, 2021 exchange rate.
No cost of living adjustments were utilized in the compensation calculation.
Once the median associate was identified, we calculated the total compensation for our median associate using the same methodology we used to calculate Mr. Chappelle’s total compensation in the Summary Compensation Table for the Fiscal Year 2021.
For Mr. Chappelle’s compensation, we took his monthly base rate as of December 31, 2021, his one-time equity award that was for a 6-month period and his other compensation components and annualized them to use in the calculation.
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OTHER COMPENSATION AND GOVERNANCE POLICIES
Clawback Policy
We have adopted a recoupment or “clawback” policy, which allows for recovery of incentive payments and equity awards realized by our NEOs and certain other associates in each case:
who received incentive-based compensation from the Company during the three-year period preceding the date on which the Company announces that it will prepare an accounting restatement, and
whose fraud or intentional misconduct gave rise to or contributed to the restatement.
At the Compensation Committee’s discretion, the amount to be recovered from the NEO or associate will be based on the excess, of the incentive-based compensation paid based on the erroneous data over the incentive-based compensation that would have been paid if the financial accounting statements had been as presented in the restatement.
Share Ownership Guidelines
We have adopted share ownership guidelines that require our executive officers, within the later of five years after the adoption of the guidelines or such executive officers’ appointment as such, to hold common shares (which includes OP Units) with a value equal to a specified multiple of base salary.
The ownership levels under our share ownership guidelines are as set forth in the following table:
Position Minimum Ownership Requirements
Chief Executive Officer 6x annual base salary
Executive Vice Presidents 3x annual base salary
Senior Vice Presidents 1x annual base salary
Hedging and Pledging of Common Shares
Our insider trading policy prohibits our executive officers, Trustees and associates from engaging in any hedging, pledging or monetization transactions involving our securities.
Consideration of Risk
We periodically review our compensation policies and practices for all associates, including executive officers. As part of the review process, we engaged Meridian to conduct a review and analysis of our compensation policies and practices (focused primarily on executive compensation policies and practices) to determine whether or not such policies and practices encourage excessive risk or unnecessary risk-taking. As a result of this review, the Compensation Committee believes that our compensation policies and practices for our associates, including our executive officers, do not encourage excessive risk or unnecessary risk-taking and in our opinion the risks arising from such compensation policies and practices are not reasonably likely to have a material adverse effect on us. Our compensation programs have been balanced to focus our key associates on both short- and long-term financial and operational performance. Some of the key compensation elements that mitigate the potential for excessive risk-taking include:
The Compensation Committee engages the independent compensation consultant to conduct annual benchmarking of pay for executives; deeper in the organization, our human resources function reviews market norms and competitiveness;
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Our annual incentive plan has both financial goals and individual objectives and a maximum payout that can be earned;
Our long-term incentive plan, which is both time-based and performance-based, has multi-year vesting and performance requirements, as well as a larger portion awarded as performance-based for our NEOs; all performance-based RSUs or OPUs have a maximum payout limit;
Existence of a recoupment or “clawback” policy for cash incentives and equity awards;
Stock ownership guidelines and holding requirements;
Reasonable severance arrangements; and
Anti-hedging and anti-pledging policies.
Tax Implications
The Compensation Committee’s policy is to consider the tax treatment of compensation paid to our executive officers while simultaneously seeking to provide our executives with appropriate rewards for their performance. Section 162(m) of the Code historically limited the tax deductibility of annual compensation paid by a publicly held corporation to its “covered employees” as defined in Section 162(m), being its principal executive officer or any of its three other most highly compensated executive officers (other than its principal financial officer), to $1 million, unless the compensation qualified as performance-based compensation under Section 162(m). Under the Tax Cuts and Jobs Act of 2017, this “performance-based” exception was eliminated, and the definition of “covered employees” generally was expanded to cover all current executive officers, including the principal financial officer. These new rules generally apply to taxable years beginning after December 31, 2017, but do not apply to compensation provided pursuant to a written, binding contract in effect on November 2, 2017 that is not modified in any material respect after that date.

Substantially all of the services rendered by our NEOs were performed on behalf of our operating partnership or its subsidiaries. The Internal Revenue Service has issued a series of private letter rulings that indicate that compensation paid by an operating partnership to executive officers of a REIT that serves as its general partner is not subject to limitation under Section 162(m) to the extent such compensation is attributable to services rendered to the operating partnership. We have not obtained a ruling on this issue, but we have no reason to believe that the same conclusion would not apply to us. To the extent that compensation paid to our executive officers is subject to and does not qualify for deduction under Section 162(m), our Compensation Committee is prepared to exceed the limit on deductibility under Section 162(m) to the extent necessary to establish compensation programs that we believe provide appropriate incentives and reward our executives related to their performance.

We have not previously taken the deductibility limit imposed by Section 162(m) of the Code into consideration in making compensation decisions. Since Americold qualifies as a REIT under the Code and is generally not subject to federal income taxes, we believe the payment of compensation that may exceed the deduction limit under Section 162(m) would not have a material adverse consequence to us, provided we continue to distribute 90% of our taxable income. If we make compensation payments subject to Section 162(m) limitations on deductibility, we may be required to make additional distributions to shareholders to comply with our REIT distribution requirements and eliminate our U.S. federal income tax liability or, alternatively, a larger portion of shareholder distributions that would otherwise have been treated as a return of capital may be subject to federal income tax expense as dividend income. Our taxable REIT subsidiaries may not be subject to the same limitations on deduction imposed by Section 162(m).
In addition, we are eligible for transition relief for compensation received from the exercise of stock options granted under a plan that existed prior to the completion of the Initial Public Offering, including the 2008 Plan and the 2010 Plan. Accordingly, the exercise of stock options granted prior to the
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expiration of the 162(m) transition period are not expected to be subject to Section 162(m). We expect that our Compensation Committee will review and consider the deductibility of executive compensation under Section 162(m) and may authorize certain payments that will be in excess of the $1 million limitation if our Compensation Committee believes that it needs to balance the benefits of designing awards that are tax-deductible with the need to design awards that attract, retain and reward executive officers responsible for the success of our Company.
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2021 SUMMARY COMPENSATION TABLE
The following table sets forth information regarding compensation earned by our NEOs during fiscal years 2021, 2020 and 2019.
Named Executive Officer Year
Base Salary
($)(1)
Bonus
($)
Equity Awards ($)(2)
Non-Equity Incentive Plan Compensation ($)(3)
All Other Compensation ($)(4)
Total ($)
George F. Chappelle Jr.(5)
2021 $ 219,692  $ —  $ 1,260,006  $ —  $ 10,280  $ 1,489,978 
Chief Executive Officer
Marc J. Smernoff 2021 525,000  —  1,059,589  —  118,164  1,702,753 
Executive Vice President and Chief Financial Officer 2020 525,000  —  798,185  393,750  208,498  1,925,433 
2019 525,000  —  982,872  278,863  86,995  1,873,730 
Carlos V. Rodriguez(6)
2021 525,000  —  1,059,589  —  99,575  1,684,164 
Executive Vice President and Chief Operating Officer 2020 518,269  —  798,185  393,750  153,304  1,863,508 
2019 500,000  250,000  982,872  261,060  254,080  2,248,012 
James A. Harron 2021 386,539  —  722,459  —  179,022  1,288,020 
Executive Vice President and Chief Investment Officer 2020 341,923  —  532,113  210,000  241,628  1,325,664 
Robert S. Chambers 2021 418,269  —  722,459  —  61,658  1,202,386 
Executive Vice President and Chief Commercial Officer 2020 380,000  150,000  1,170,147  300,000  52,225  2,052,372 
Fred W. Boehler(7)
2021 811,146  —  3,583,397  —  267,377  4,661,920 
President and Chief Executive Officer 2020 850,000  —  3,028,791  1,062,500  420,109  5,361,400 
2019 850,000  —  2,442,391  934,204  171,328  4,397,923 
(1)     Represents actual base salary paid during the fiscal year.
(2)         Amounts represent the aggregate grant date fair value of both the time-based RSUs, OPUs, PRSUs and POPUs (at target) made during each respective year, as computed in accordance with ASC 718. For 2021, the below represents the value of the awards if the lowest and highest level of performance were achieved:
NEO RSU/OPU Value ($) Performance RSU/OPU Value ($)
Threshold Target Maximum
George F. Chappelle Jr. $ 1,260,006  $ —  $ —  $ — 
Marc J. Smernoff 274,997  392,297  784,593  1,569,186 
Carlos V. Rodriguez 274,997  392,297  784,593  1,569,186 
James A. Harron 187,501  267,479  534,958  1,069,916 
Robert S. Chambers 187,501  267,479  534,958  1,069,916 
Fred W. Boehler 930,013  1,326,692  2,653,384  5,306,768 
(3)    Represents amounts earned by our NEOs under our AIP. See “Elements of Compensation – Annual Incentive Plan” for the threshold, target and maximum amounts potentially payable to the NEOs under the AIP.
(4)    Amounts in the “All Other Compensation” column include the following:
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NEO 401(k) Match ($) Insurance ($) (a) Employer Deferred Compensation Contributions ($)(b) Distributions and Dividend Equivalent ($)(c) Deferrals ($)(d) Relocation and Moving Expenses ($)(e) Other Expenses ($)(f) Total All Other Compensation ($)
George F. Chappelle Jr. $ —  $ —  $ —  $ 9,280  $ —  $ —  $ 1,000  $ 10,280 
Marc J. Smernoff 7,250  27,463  —  81,151  —  —  2,300  118,164 
Carlos V. Rodriguez 7,250  27,463  —  62,562  —  —  2,300  99,575 
James A. Harron 7,250  27,463  2,625  40,512  12,263  86,609  2,300  179,022 
Robert S. Chambers 7,250  27,463  —  24,645  —  —  2,300  61,658 
Fred W. Boehler 7,250  27,463  —  230,364  —  —  2,300  267,377 
(a)    Reflects actual premiums paid for health insurance covered for the eligible NEOs and their families and reimbursement of the NEO (on a pre-tax basis) for the portion of health insurance premiums paid by the NEO.
(b)    Represents discretionary match earned for fiscal year 2021. Employer contributions earned in 2021 will not be funded into the executive’s accounts until the first quarter in 2022.
(c)    Distributions on OPUs and dividend equivalents on RSUs earned in fiscal year 2021 for time-based awards under the LTIP. Total includes dividend equivalents earned for the fourth quarter of 2020, but not paid until the first quarter of 2021, as well as the dividend equivalents earned for the performance period ending December 31, 2021 but not paid until first quarter 2022.
(d)    Reflects earnings recognized on the vested portion of the associate deferrals in the Deferred Compensation Plan.
(e)    Reimbursements for Mr. Harron’s actual expenses incurred for relocation to Atlanta, Georgia. These expenses were valued on the basis of the aggregate incremental cost to the Company and represent the amount accrued for payment or paid directly to the NEO.
(f)    Reflects the cost of executive physical exams for each eligible NEO in 2021. For Mr. Chappelle, amount represents a consulting fee prior to his appointment as interim CEO.
(5) Mr. Chappelle served as interim CEO from November 2, 2021 until his appointment as permanent CEO on February 24, 2022.
(6) Mr. Rodriguez’s employment with the Company terminated on March 4, 2022.
(7) Mr. Boehler’s employment with the Company terminated on November 2, 2021.
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GRANTS OF PLAN-BASED AWARDS IN 2021
The following table provides information regarding grants of plan-based awards to each of our NEOs during 2021.
NEO Grant Date Estimated future payouts
under non-equity incentive
plan awards ($) (1)
Estimated future payouts
under equity incentive
plan awards (#) (2)
All other stock awards; number of securities underlying awards (#) Exercise or base price of option awards
($/Sh)
Grant date fair value of stock and option awards ($) (3)
Thresh Target Max Thresh Target Max
George F. Chappelle Jr. 11/2/2021 42,183 1,260,006
Marc J. Smernoff 236,250 472,500 826,875
3/8/2021 12,168 24,336 48,672 784,593
3/8/2021 8,112 274,997
Carlos V. Rodriguez 196,875 393,750 689,063
3/8/2021 12,168 24,336 48,672 784,593
3/8/2021 8,112 274,997
James A. Harron 120,000 240,000 420,000
3/8/2021 8,297 16,593 33,186 534,958
3/8/2021 5,531 187,501
Robert S. Chambers 159,375 318,750 557,813
3/8/2020 8,297 16,593 33,186 534,958
3/8/2020 5,531 187,501
Fred W. Boehler 675,000 1,350,000 2,362,500
3/8/2021 41,151 82,301 164,602 2,653,384
3/8/2021 27,434 930,013
(1)    Represents potential amounts to be earned by our NEOs under our AIP. The actual amounts earned by each NEO are set forth in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation”.
(2)    Represents PRSU/POPUs granted to the NEOs during 2021. The value represents assumed value at target of the awards in 2021. The assumed value at the lowest and highest achievement levels are set forth in the Summary Compensation Table under footnote number two (2).
(3)    Represents grant date fair value of RSU/OPUs and PRSU/POPUs (at target) granted to the NEOs during 2021.
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OUTSTANDING EQUITY AWARDS AT 2021 FISCAL YEAR-END
The following table provides information with respect to holdings of stock options and restricted stock units by our NEOs as of December 31, 2021.
NEO Grant Date Option Awards Stock Awards
# of securities underlying unexercised options - Exercisable # of securities underlying unexercised options - Unexercisable Option Exercise Price Option Expiration Date Number of Shares Unvested
Market Value of Shares - Unvested (1)
Equity Incentive Plan Awards: Number of Unearned Shares - Unvested
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares - Unvested (1)
George F. Chappelle Jr.
11/2/2021(2)
42,183  —  —  $1,383,181
Marc J. Smernoff
1/23/2018 (3)
—  —  —  —  8,334 $273,272 —  — 
12/27/2018 (4)
—  —  —  —  7,309 $239,662 —  — 
3/15/2019 (5)
—  —  —  —  —  —  20,637 $676,687
3/15/2019 (6)
—  —  —  —  2,297 $75,319 —  — 
3/8/2020 (7)
—  —  —  —  —  —  20,013 $656,226
3/8/2020 (8)
—  —  —  —  4,449 $145,883 —  — 
3/8/2021 (9)
—  —  —  —  —  —  24,336 $797,977
3/8/2021 (10)
—  —  —  —  8,112 $265,992 —  — 
Carlos V. Rodriguez
3/15/2019 (5)
—  —  —  —  —  —  20,637 $676,687
3/15/2019 (6)
—  —  —  —  2,297 $75,319 —  — 
3/8/2020 (7)
—  —  —  —  —  —  20,013 $656,226
3/8/2020 (8)
—  —  —  —  4,449 $145,883 —  — 
3/8/2021(9)
—  —  —  —  —  —  24,336 $797,977
3/8/2021 (10)
—  —  —  —  8,112 $265,992 —  — 
James A. Harron
3/15/2019 (5)
—  —  —  —  —  —  13,758 $451,125
3/15/2019 (6)
—  —  —  —  1,530 $50,169 —  — 
3/8/2020 (7)
—  —  —  —  —  —  13,342 $437,484
3/8/2020 (8)
—  —  —  —  2,966 $97,255 —  — 
3/8/2021(9)
—  —  —  —  —  —  16,593 $544,084
3/8/2021 (10)
—  —  —  —  5,531 $181,361 —  — 
Robert S. Chambers
1/13/2020 (11)
—  —  —  —  11,812 $387,315 —  — 
3/8/2020 (7)
—  —  —  —  —  —  14,295 $468,733
3/8/2020 (8)
—  —  —  —  3,178 $104,207 —  — 
3/8/2021(9)
—  —  —  —  —  —  16,593 $544,084
3/8/2021 (10)
—  —  —  —  5,531 $181,361 —  — 
Fred W. Boehler
3/1/2017 (12)
—  —  —  —  —  —  42,858 $1,405,314
3/15/2019 (5)
—  —  —  —  —  —  44,346 $1,454,105
3/8/2020 (7)
—  —  —  —  —  —  46,536 $1,525,915
3/8/2021 (9)
—  —  —  —  —  —  22,999 $754,137
(1)     Based on the closing price of the Company’s common shares on December 31, 2021 of $32.79.
(2)     Time-based OPUs that will vest on the six-month anniversary of the grant date.
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(3)    Time-based RSUs that will vest ratably on the second, third and fourth anniversary of the grant date. The remaining vest date is January 23, 2022.
(4)     Time-based RSUs that will vest ratably on each of the four anniversaries from the grant date. The remaining vest date is December 27, 2022.
(5)    PRSUs (at target) that will vest in 2022 if relative TSR is achieved for the performance period that began on January 1, 2019 and ended on December 31, 2021. Mr. Boehler’s shares were prorated based on his active time during the performance period, subject to the terms of the separation agreement.
(6)     Time-based RSUs that will vest ratably on each of the three anniversaries from the vest date. The remaining vest date is March 8, 2022.
(7)    PRSUs or POPUs (at target) that will only vest if relative TSR is achieved for the performance period that began on January 1, 2020 and ends on December 31, 2022. Mr. Boehler’s shares were prorated based on his active time during the performance period, subject to the terms of the separation agreement.
(8)    Time-based RSUs or OPUs that will vest ratably on each of the three anniversaries from the grant date. Remaining vest dates are March 8, 2022 and March 8, 2023.
(9)    PRSUs or POPUs (at target) that will only vest if relative TSR is achieved for the performance period that began on January 1, 2021 and ends on December 31, 2023. Mr. Boehler’s shares were prorated based on his active time during the performance period, subject to the terms of the separation agreement.
(10)    Time-based RSUs or OPUs that will vest ratably on each of the three anniversaries from the grant date. Remaining vest dates are March 8, 2022, March 8, 2023 and March 8, 2024.
(11)    Time-based OPUs that will vest ratably on each of the three anniversaries from the vest date. Remaining vest dates are January 9, 2022 and January 9, 2023.
(12)    PRSUs that will vest ratably over five annual installments. The first, second and third vesting occurred on March 1, 2019, 2020 and 2021, however, they are in deferred status and will convert to common shares on May 2, 2022, subject to terms of the separation agreement.

STOCK OPTION EXERCISES FOR FISCAL YEAR 2021
The following table provides information with respect to stock option exercises and stock awards that vested during 2021.
NEO Option Awards Stock Awards
Shares Acquired on Exercise (#)(1)
Value Realized on Exercise ($)(2)
Shares Acquired on Vesting (#)(3)
Value Realized on Vesting ($)(4)
George F. Chappelle Jr. $ —  $ — 
Marc J. Smernoff 76,404 2,666,614
Robert S. Chambers 7,485  232,686 
Carlos V. Rodriguez 46,513  1,632,231
James A. Harron 33,134  1,092,568 
Fred W. Boehler(5)
110,000  2,997,626  211,441 7,090,458 
(1)    Represents the total number of stock options exercised in 2021 before the withholding of shares to cover the option exercise, transactions costs and applicable taxes.
(2)    Reflects the difference between fair market value on the exercise date and the exercise price, multiplied by the number of options exercised.
(3)    Individual totals include multiple vesting during the year and represent the total number of OPUs and RSUs that vested in 2021 before the withholding of common shares to cover the applicable taxes and transactions costs.
(4)    Reflects the total value of the OPUs and RSUs at vesting date calculated at the fair market value at the close of market multiplied by the total number of RSUs that vested. The value realized on vesting of OPUs assumes those units were exchanged for Common Shares and sold on that date. Each NEO had multiple awards vest during 2021 and the closing prices on the respective vest dates ranged between $29.87 - $35.40.
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(5)    Reflects the acceleration of vesting for certain awards in connection with his termination in accordance with the separation agreement.

FISCAL YEAR 2021 NONQUALIFIED DEFERRED COMPENSATION
The following table provides information regarding our NEOs that participate in our Deferred Compensation Plan. Material terms of the Deferred Compensation Plan are described below.
NEO Executive Contributions in 2021
Company Contributions in 2021(1)
Aggregate Earnings in 2021 Aggregate Withdrawals/Distributions Aggregate Balance at December 31, 2021
George F. Chappelle Jr. $ —  $ —  $ —  $ —  $ — 
Marc J. Smernoff —  —  —  —  — 
Robert S. Chambers —  —  —  —  — 
Carlos V. Rodriguez —  —  —  —  — 
James A. Harron 38,845  2,625  12,263  —  116,244 
Fred W. Boehler —  —  —  —  — 
(1)     Reflects employer contributions earned in 2021, but not funded into accounts until the first quarter of 2022.
Through our subsidiary, Americold Logistics, we maintain the Deferred Compensation Plan, a nonqualified deferred compensation plan for certain members of our senior management team. Participants in the Deferred Compensation Plan may elect to defer from 1% to 75% of their annual base salary and between 1% and 100% of their cash bonus compensation, subject to certain limitations prescribed by the Deferred Compensation Plan. We may elect to provide a discretionary employer credit to Deferred Compensation Plan participants in an amount and at such time as determined by our Board in its discretion. Deferred Compensation Plan participants are immediately vested in their deferral credits; any discretionary employer credits vest 20% per year over a five-year period or upon retirement at age 65 (or at age 55 with five years of service), death or disability of the Deferred Compensation Plan participant, or upon a change of control.
Participants are entitled to receive the amount credited to their Deferred Compensation Plan account in the event of termination of employment. If termination occurs before the executive officer reaches the earlier of age 65 or age 55 with five years of service, the vested account balance will be paid out in a lump sum. If the termination occurs on or after the date the executive officer reaches the earlier of age 65 or age 55 with five years of service, the entire account balance is paid out in a lump sum or annual installments, as elected by the executive officer.
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation Committee recommended to our Board that these disclosures be included in this Proxy Statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Compensation Committee:
James R. Heistand, Chair
Kelly H. Barrett
Pamela K. Kohn
David J. Neithercut
Andrew P. Power
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EMPLOYMENT AGREEMENTS WITH NAMED EXECUTIVE OFFICERS
In 2021, we entered into revised employment agreements with all of our executive officers (other than our former Chief Executive Officer), including our NEOs (the “Employment Agreements”) that were updated to better align with market practices. We believe the Employment Agreements promote long-term retention while still allowing the Compensation Committee to exercise discretion in designing incentive compensation programs. The principal terms of each of the Employment Agreements are summarized below:
Term. With the exception of Mr. Chappelle, each Employment Agreement provides for a term that continues for an indefinite period of time, unless otherwise terminated by the executive or by the Company. In Mr. Chappelle’s interim capacity during 2021, his Term was from November 2, 2021 ending on the six (6) month anniversary of that date.
Restrictive Covenants. Each Employment Agreement contains restrictive covenants regarding non-competition and non-solicitation during the period of employment and the period thereafter (a maximum of one year), as well as indefinite covenants regarding confidentiality of information and intellectual property and non-disparagement. In the event of a material breach of such covenants, we retain the ability to withhold unpaid, or recover previously paid, severance payments or to cause unvested stock based awards held by the executive to be forfeited.
Benefits. Each of our NEOs is eligible to participate in our benefit plans and programs that are generally available to our U.S. associates.
Termination; Severance Payments. The severance payments pursuant to the Employment Agreements are generally subject to and conditioned upon the NEO signing an irrevocable waiver and general release of claims against the Company, and complying with the restrictive covenants outlined in the applicable Employment Agreement. For details of the various termination and severance payment details, please see “Potential Payments Upon Termination or Change in Control” located in the tables section of this CD&A.
Chappelle Employment Arrangements

•     Interim CEO: In connection with his appointment as interim CEO, Mr. Chappelle entered into an
employment agreement dated November 2, 2021 (the “Interim Employment Agreement”), which
provided for a term beginning on November 2, 2021 and ending on the six-month anniversary of that date (the “Term”), unless the term is mutually extended. During the Term, Mr. Chappelle received a monthly base salary of $140,000 and, was granted an award of operating partnership profits units (“OP Award”) convertible into 42,183 shares of the Company’s common stock, which vests in full at the completion of the Term. In the event of Mr. Chappelle termination by the Company without “cause” or his resignation for “good reason” (each as defined in the Interim Employment Agreement) prior to the completion of the Term, Mr. Chappelle would be entitled to (i) a lump sum payment in an amount equal to the salary he would have received if he had remained employed through the Term; (ii) continued full participation in the Company’s health and welfare benefit programs for the remainder of the Term; and (iii) full acceleration of his OP Award. In the event of Mr. Chappelle’s termination due to his death or disability prior to the completion of the Term, Mr. Chappelle (or his estate, as applicable) would be entitled to full acceleration of his OP Award. In each case, the separation payments and benefits described are subject to Mr. Chappelle executing and making effective a general release of claims against the
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Company and its affiliates as well as Mr. Chappelle’s compliance with certain restrictive covenants.

•     Permanent CEO: In connection with Mr. Chappelle’s appointment as permanent Chief Executive
Officer, the Company provided an offer letter, dated as of February 15, 2022, which provides Mr.
Chappelle the following key compensation and benefits:

an annual base salary of $1,000,000, which will be reviewed on an annual basis;
annual incentive compensation opportunity for meeting stated performance goals targeted at 160% of base salary, which will be reviewed on an annual basis;
eligibility to participate in the 2017 Plan in such amounts and at such times as the Compensation Committee shall determine at its sole discretion; for 2022, Mr. Chappelle will receive an award with a targeted value of $3,560,000, subject to the terms and conditions of the Incentive Plan; and
participation in the Company’s retirement, health and welfare, vacation and other benefit programs.

•    As CEO, Mr. Chappelle will also participate in the Company’s executive severance benefits plan.
Potential Payments upon Termination or Change in Control
Regardless of the termination scenario, each NEO will receive earned but unpaid base salary and accrued and unpaid paid time off through the employment termination date, along with any other payment or benefits owed under any of our plans or agreements covering the NEO as governed by the terms of those plans or agreements. Each termination scenario and related severance payment is described below:
If the executive’s employment is terminated with or without “Cause,” the executive voluntarily resigns without “Good Reason” (as such terms are defined in the applicable Employment Agreement) or, in the case of the executive officer’s death or disability, the executive officer will be entitled to receive any accrued and unpaid base salary, as well as any accrued benefits and unreimbursed business expenses incurred through the date of termination, death or disability.
If the executive’s employment is terminated by us without Cause or by the executive for Good Reason, the executive officer will be entitled to receive any accrued and unpaid base salary, as well as any accrued benefits and unreimbursed business expenses incurred through the date of termination, along with the following:
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NEO Severance Benefit
Mr. Chappelle
A lump sum payment in an amount equal to the salary he would have received had he remained employed during the Term of his agreement;
Continued full participation in the Company’s health and welfare programs through the remainder of his Term;
Full acceleration of his OPU award.
Mr. Smernoff
Mr. Chambers
Mr. Rodriguez
Mr. Harron
An amount equal to the product of (A) one times (B) the sum of (a) Executive’s annual base salary as in effect immediately prior to the Executive’s termination of employment, plus (b) the Executive’s annual bonus at Target Percentage as in effective immediately prior to the Executive’s termination for a period equal to 12 months;
Any unpaid annual bonus for the calendar year immediately preceding the calendar year of such termination, to be paid at the time the Company pays other bonuses;
Prorated AIP bonus based on number of days employed during bonus period (to the extent that performance metrics relating to bonus are met at the end of the bonus period as determined after the year-end audit);

Payment or reimbursement of welfare plan coverage (other than short-term and long-term disability plans), including COBRA premiums for group health coverage for the executive and his or her eligible dependents, for up to 12 months;

The next installment of any time based RSU or OPU that would have vested on the next scheduled vesting date following the executive’s employment termination date will vest on the termination date; and
A prorated portion of any performance based RSUs or OPUs held by the executive will remain eligible to vest based on actual performance through the last day of the applicable performance period, based on the number of days during the applicable performance period that the executive was employed.
Mr. Boehler
See Leadership Transition section below.
If the executive’s employment is terminated by us without Cause or by the executive for Good Reason within twenty-four (24) months following a Change in Control (as defined in the equity plan), the executive officer will be entitled to receive any accrued and unpaid base salary, as well as any accrued benefits and unreimbursed business expenses incurred through the date of termination, along with the following:
NEO Severance Benefit
Mr. Chappelle Not applicable.
Mr. Smernoff
Mr. Chambers
Mr. Rodriguez
Mr. Harron
A lump sum payment of the product of (A) one and a half (1.5) times (B) the sum of (a) Executive’s annual base salary as in effect immediately prior to the Executive’s termination of employment, plus (b) the Executive’s annual bonus at Target Percentage as in effective immediately prior to the Executive’s termination,
Any unvested equity award shall become fully vested as if Executive had met and satisfied all performance requirements at target performance and/or time requirements.
Mr. Boehler Not applicable.






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Leadership Transition. In connection with Mr. Boehler’s separation, and consistent with the terms of his employment agreement, Mr Boehler received the following:
NEO Severance Benefit
Mr. Boehler
An amount equal to two times the sum of (i) annual base salary and (ii) target annual bonus in year of termination to be paid over a period of 24 months after the date of termination;
To the extent applicable performance metrics are achieved, his annual bonus for the 2021 calendar year, pro-rated for a partial year of service;
Continued participation in the Company’s health and welfare plans for 18 months; and
Accelerated vesting of that portion of his restricted stock units (other than those granted in March 2017) and operating partnership units subject to time-based vesting that would have become vested on the next regularly scheduled vesting date. In addition, a portion of Mr. Boehler’s restricted stock units and operating partnership units subject to performance-based vesting, pro-rated to reflect partial service during the performance period, will remain outstanding and eligible to vest based on actual achievement.
Stock Options and Restricted Stock Units
Awards Made Pre-IPO under the 2010 Plan
The award agreements for stock options granted to our executive officers prior to the IPO under the 2010 Plan do not specifically provide for accelerated vesting upon a change of control, as defined in the 2010 Plan. Under the 2010 Plan, in the event of a change of control, our Compensation Committee may, in its discretion, (1) cancel an outstanding award as of the date of consummation of such transaction and either accelerate the vesting or exercisability of the award, (2) purchase all or a portion of the award, including any unvested portion if our Board so determines in its discretion, for an amount to be determined based on fair market value at the time of the purchase, for cash, (3) in the case of a performance compensation award, cause the participant to receive full or partial payment of the award based on actual or target performance, or (4) require the entity acquiring control to assume outstanding awards or substitute other awards.
In March 2017, our Compensation Committee adopted a resolution providing that in the event of a “change of ownership” as defined in the Employment Agreements, we will accelerate the vesting of each outstanding award under the 2010 Plan immediately prior to the change in ownership. The award agreement for Mr. Boehler’s RSUs granted in March 2017 similarly provides for accelerated vesting upon a change of control (as defined in the 2010 Plan). The IPO did not constitute a change of control under the 2010 Plan.
The award agreements for stock options granted to our executive officers provide for the expiration of vested but unexercised stock options following termination, as follows:
Upon termination for Cause, unexercised options expire upon termination;
Upon termination due to death or disability, any vested stock options must be exercised within six months of such death or disability;
Upon termination as a result of voluntary termination of employment (other than for Good Reason), any vested stock options must be exercised within three months of the date of termination; and
Upon termination for any reason other than those set forth above (including without Cause or for Good Reason), unvested stock options are forfeited, and any vested stock options must be exercised within one year following the date of termination.
The award agreement for Mr. Boehler’s RSUs granted in March 2017 provides for the forfeiture of any unvested restricted stock units following termination of his employment for any reason.
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Awards Granted under 2017 Plan
The award agreements for the RSUs, OPUs, POPUs and PRSUs granted to our NEOs after the IPO under the 2017 Plan provide for the following (capitalized terms have the meanings ascribed to them in the 2017 Plan):
Termination of Service for any Reason: Upon the Participant’s Termination of Service or any reason at any time before all of his or her RSUs or OPUs have vested (both time and performance awards), the Participant’s unvested RSUs or OPUs shall be automatically forfeited, except as provided below.
Termination of Service by Company without Cause or by Participant for Good Reason: If the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or by the Participant for Good Reason, for time based RSUs or OPUs, the next scheduled tranche that will become vested on the next regularly scheduled vesting date will accelerate at the time of termination. For performance based RSUs or OPUs, a pro-rated portion shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period, based on the number of days during the Performance Period that the Participant was employed.
Termination of Service with Change in Control: If, within the twenty-four (24) month period following a Change in Control, the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or by the Participant for Good Reason, any unvested RSUs or OPUs at the time of termination shall immediately become vested. Likewise, the performance RSUs or OPUs shall immediately become vested based on target performance.
The information below describes and quantifies the estimated amount of certain compensation that would become payable to each NEO as of December 31, 2021 under the following circumstances: (i) upon his or her voluntary termination, death or disability; (ii) upon termination by us for Cause; (iii) if his or her employment with us had been terminated without Cause or for Good Reason; and (iv) if his or her employment terminated without Cause or for Good Reason within twenty-four (24) months following a Change in Control.
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NEO Benefit Voluntary resignation/ death or disability Termination for Cause
Company terminates without Cause; NEO terminates for Good Reason(1)
Termination without Cause or Good Reason w/in 24 months of Change in Control(2)
George F. Chappelle Jr. Cash Severance $ —  $ —  $ 560,000  $ — 
Equity Awards 1,383,181  — 
Benefits Continuation 13,916  — 
Total 1,957,097  — 
Marc J. Smernoff Cash Severance 1,470,000  1,496,250 
Equity Awards 2,129,940  3,131,019 
Benefits Continuation 41,748  41,748 
Total 3,641,688  4,669,017 
Robert S. Chambers Cash Severance 1,062,500  1,115,625 
Equity Awards 799,748  1,685,701 
Benefits Continuation 41,748  41,748 
Total 1,903,996  2,843,074 
Carlos V. Rodriguez Cash Severance 1,312,500  1,378,125 
Equity Awards 1,617,006  2,618,085 
Benefits Continuation 41,748  41,748 
Total 2,971,254  4,037,958 
James A. Harron Cash Severance 880,000  960,000 
Equity Awards 1,083,316  1,746,470 
Benefits Continuation 41,748  41,748 
Total 2,005,064  2,748,218 
(1) Based on the closing price of the Company’s common shares on December 31, 2021 of $32.79.

(2) Amount assumes our Compensation Committee exercises its discretion under the 2010 Plan to accelerate the vesting of unvested equity awards solely upon a change in control. Calculations based on the closing price of the Company’s common stock on December 31, 2021 of $32.79.

Leadership Transition. In connection with Mr. Boehler’s separation, and consistent with the terms of his employment agreement, Mr Boehler received the following:
NEO Benefit
Company terminates without Cause; NEO terminates for Good Reason(1)(2)
Fred Boehler Cash Severance $ 4,500,000 
Equity Awards 6,695,719 
Benefits Continuation 62,622 
Total $ 11,258,341 
(1) Estimated time-based equity value based on the closing price of the Company’s common shares on Mr. Boehler’s termination date of November 2, 2021 of $29.67.
(2) Prorated performance-based equity value for 2019 award based on the closing price of the Company’s common shares on December 31, 2021 of $32.79; remaining 2020 and 2021 prorated awards assumed at Target payout and uses the closing price of the Company’s common shares on Mr. Boehler’s termination date of November 2, 2021 of $29.67.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
In accordance with our Policy on Related Party Transactions, our Audit Committee is responsible for reasonable prior review and approval of related party transactions. In addition, our Code of Business Conduct and Ethics requires that all of our associates and Trustees inform our Chief Legal Officer of any material transaction or relationship that comes to their attention that could reasonably be expected to create a conflict of interest. Further, at least annually, each Trustee and executive officer is required to complete a detailed questionnaire that asks questions about any business relationship that may give rise to a conflict of interest and all transactions in which we are involved and in which the executive officer, a Trustee or a related person has a direct or indirect material interest.