🧾 What This Document Is

This is Lineage's definitive proxy statement (DEF 14A) for its 2026 annual shareholder meeting. Think of it as a detailed "report card & agenda" that the company must send to its owners (shareholders) before they vote. It explains what will be voted on, provides key company information, and discloses details about executive pay and board governance.

👉 Why it matters: This document is your main source for understanding the health of the company's leadership and governance. It tells you who is running the show, how they are paid, and what major questions shareholders will decide at the upcoming meeting.

🏢 What The Company Does

👉 In simple terms, Lineage, Inc. is a major global player in the cold storage and logistics business. They own and operate a massive network of temperature-controlled warehouses, which are essential for preserving and transporting food and other perishable goods worldwide. Think of them as the critical "refrigerated backbone" of the global food supply chain.

• Industry: Cold storage, logistics, real estate investment trust (REIT).
• Context: The CEO's letter notes that 2025 was a "challenging" first full year as a public company, with uneven market conditions. The company took steps like cost-saving initiatives and asset sales to strengthen itself.

📅 Key Meeting Details

The virtual annual meeting will be held on June 9, 2026, at 8:30 a.m. Eastern Time. Shareholders as of the March 18, 2026, record date (227,140,448 shares outstanding) are eligible to vote.

👉 Why it matters: This is your opportunity, as a shareholder, to have your say. You can vote online during the meeting, which overrides any previous proxy votes you submitted.

🗳️ The Proposals You'll Vote On

The board recommends a "FOR" vote on all three proposals.

1. Proposal 1: Elect 10 Directors. You are voting to elect the entire slate of 10 nominees to the board for a one-year term.
2. Proposal 2: Ratify the Auditor. You are voting to approve the selection of PricewaterhouseCoopers LLP as the company's independent accounting firm for 2026.
3. Proposal 3: Advisory Vote on Executive Pay ("Say-on-Pay"). You are voting to approve, on a non-binding basis, the compensation of the company's top executives.

👥 Board & Governance Highlights

Lineage has a complex board structure designed to balance management and independent oversight.

• Leadership: The board is led by two Co-Executive Chairmen (David Forste and John Marchetti), who are members of management. To ensure independence, Karen Wentworth serves as the Lead Independent Director.
• Board Composition: The 10 director nominees include a mix of company executives and independent directors. The board has determined that 7 of the 10 nominees are "independent" under Nasdaq rules.
• Key Committees: The board has four main committees: Audit, Talent and Compensation, Equity Award, and Nominating and Corporate Governance.
• Meetings: The full Board met 12 times in 2025. The independent directors meet in executive sessions at least twice a year.

👉 Why it matters: A strong, independent board is crucial for protecting shareholder interests. The presence of a lead independent director and active committees shows a structure meant to provide checks and balances.

💰 Executive Compensation (The "Pay" Story)

This section details how the top executives are paid and is the subject of Proposal 3.

• Philosophy: The company emphasizes pay-for-performance, with a majority of executive pay being "at-risk" and tied to company performance metrics and stock price.
• CEO Pay Ratio: For 2025, the annual total compensation for CEO Greg Lehmkuhl was $19,964,787. The median employee (a U.S. hourly worker) earned $56,102. The resulting CEO-to-median pay ratio is 356:1.
• Performance vs. Pay ("Pay Versus Performance"): This newly required table shows a nuanced story. While the CEO's reported compensation in the summary table was ~$20M, the "Compensation Actually Paid" figure, which adjusts for changes in stock and award values, was negative $10.3 million in 2025. This sharp decrease reflects a significant decline in the value of the company's stock and equity awards during the year.
  • Net Loss: $(113) million in 2025.
  • Total Shareholder Return: A $100 investment at IPO was worth only $45 at the end of 2025.

👉 Why it matters: This shows the direct link—and sometimes painful disconnect—between executive compensation and shareholder results. The negative "actually paid" number starkly illustrates how executive wealth was impacted by the tough market performance in 2025.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Mission-Critical Infrastructure: Operates in the resilient global food supply chain.
• Governance Structures: Has established independent board oversight, committee charters, and a code of conduct.
• Clear "Say-on-Pay" History: Received strong shareholder approval (84%) on executive pay in 2025.

⚠️ Risks:

• Recent Performance Challenges: 2025 was marked by an "uneven market" and financial losses.
• Complex Ownership: A Stockholders Agreement requires the company to nominate directors designated by certain major stockholders, which could limit other shareholders' influence.
• Executive Wealth Tied to Volatile Stock: As seen in the pay vs. performance table, executive compensation is highly sensitive to stock price fluctuations.

🧠 The Analogy

Reading this proxy statement is like reviewing a detailed report card for a company's leadership and rules. It tells you who the captains are (the board), how much the coaches are paid (executive comp), and gives you the grades (financial results) that explain why the team had a tough season (2025). As a shareholder, your vote is how you grade their performance back and decide if they get to stay on the field for another year.

🧩 Final Takeaway

Lineage's 2026 proxy reveals a company navigating a difficult post-IPO period, with executive compensation taking a real hit alongside shareholder returns. Your vote this year is particularly significant, as it's a chance to endorse the board's strategy and leadership despite recent headwinds in the cold storage industry.