LXP Industrial Trust
For the period ended Dec 31, 2025. Filed Apr 3, 2026.
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Dec 31, 2025 · Filed Apr 3, 2026
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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 (Amendment No. )
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))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under § 240.14a-12
LXP INDUSTRIAL 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 all boxes that apply):
☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
LETTER TO OUR SHAREHOLDERS FROM OUR LEAD INDEPENDENT TRUSTEE AND OUR CHAIRMAN AND CEO
515 N. Flagler Drive, Suite 408, West Palm Beach, FL 33401
(212) 692-7200
Dear Fellow Shareholders:
On behalf of the Board of Trustees of LXP Industrial Trust, we are pleased to present our 2026 proxy statement and to report on the significant progress we made in 2025. This past year was defined by disciplined execution across our leasing, capital allocation, balance sheet, and governance priorities — producing outcomes that we believe position LXP to deliver sustainable long-term earnings growth and value for our shareholders.
LXP's strategy remains focused on Class A, modern bulk logistics industrial facilities across 12 target markets in the Sunbelt and lower Midwest. Our portfolio of 108 properties, totaling 52.7 million square feet, is 93% Class A, with an average building age of just 9.9 years and an average clear height of 33.5 feet.
2025 Highlights 1
Total Shareholder Return. Delivered a total shareholder return of 29.8%, reflecting our focused industrial strategy, leasing successes, disciplined capital recycling, and a significantly strengthened balance sheet.
Earnings. Recorded net income of $0.46 per diluted share and generated Adjusted Company FFO of $3.15 per diluted share for the full year, underpinned by the strength of our industrial portfolio.
Occupancy. Increased our Stabilized Portfolio leased percentage to 97.1%, up from 93.6% at year-end 2024 — a 350 basis point improvement.
Leasing. Executed approximately 4.9 million square feet of total leasing activity, with Base and Cash Base Rent increases of approximately 30% and 28%, respectively, on extended and second-generation leases (excluding fixed-rate renewals).
Same-Store NOI Growth. Produced full-year same-store NOI growth of 2.9%, supported by contractual rent escalations averaging 2.8% annually across our leased portfolio — a rate that continued to trend upward, with annual rental escalations for leases signed in 2025 averaging 3.2%.
Capital Recycling. Disposed of 11 warehouse facilities for gross proceeds of $389.1 million, including the sale of two vacant development projects, totaling 2.1 million square feet, to a user buyer for $175 million at a 20% premium to cost basis, and exited five non-target markets.
Balance Sheet. Reduced net debt to Adjusted EBITDA to 4.9x from 5.9x at year-end 2024 and S&P upgraded our credit outlook to positive during the year.
- See Appendix A for definitions and reconciliations of Non-GAAP financial measures.
Corporate Governance
Sound corporate governance is the foundation of LXP's long-term strategy and is a responsibility our Board of Trustees takes seriously. Our Board of Trustees brings focused expertise in real estate, supply chain and logistics, information technology and cybersecurity, investor relations, and capital markets. Trustees engage actively with management outside of scheduled meetings, ensuring informed and independent oversight of strategy, risk, and operational execution.
LETTER TO OUR SHAREHOLDERS FROM OUR LEAD INDEPENDENT TRUSTEE AND OUR CHAIRMAN AND CEO
Our governance framework reflects several core commitments:
Independent, Engaged Board. Our Board of Trustees is 87.5% independent. We have added three new trustees since 2021, one of which chairs our Nominating and Corporate Responsibility Committee and one of which chairs our Compensation Committee. Trustee skills and experience are evaluated against our evolving strategic needs, and the Board's composition reflects that assessment.
Pay for Performance. Executive compensation programs are structured to align pay with shareholder outcomes, with a substantial majority of compensation tied to objective financial and strategic metrics that reflect the Board's priorities for long-term value creation.
Transparency and Shareholder Engagement. We conducted extensive shareholder outreach, reaching out to holders representing nearly 69% of our outstanding common shares, with conversations focused on business strategy, capital allocation priorities, governance and executive compensation.
Risk Oversight. Our Board, through its Audit and Risk Committee and other standing committees, maintains active oversight of financial, operational, cyber, and corporate responsibility-related risks — with management reporting structured to support timely, informed Board responses.
Corporate Responsibility
Our corporate responsibility program is built on transparency, accountability, and long-term portfolio resilience, with oversight provided by the Nominating and Corporate Responsibility Committee of our Board of Trustees. In 2025, 35% of our industrial portfolio was green building certified, and 8.7 million square feet received ENERGY STAR® certification. We maintained Gold-level Green Lease Leader recognition from the Institute for Market Transformation and the U.S. Department of Energy, and received an 'A' ranking in the U.S. Industrial Peer group for GRESB Public Disclosure. We remain committed to achieving operational Net Zero for Scope 1 and 2 emissions by 2030 and to advancing our environmental, social, and governance priorities in a manner consistent with long-term shareholder value.
Looking Ahead
Our priorities in 2026 are focused on: deploying capital strategically in our land bank, including commencing an approximately one million square foot speculative development project in Phoenix expected to generate a stabilized cash yield of 7.0%–7.5%, executing opportunistic share repurchases, driving attractive mark-to-market outcomes on lease expirations, leasing our remaining vacancies and maintaining a strong balance sheet. Our Board of Trustees is confident that these actions, combined with the embedded earnings power of our high-quality portfolio and the demographic and investment tailwinds in our target markets, position LXP to grow earnings and create lasting value for our shareholders.
Annual Meeting and Proxy Matters
We encourage you to read the accompanying proxy statement carefully and to vote your shares on each of the matters described therein. Your vote is important to us. Whether or not you plan to attend the annual meeting, please vote at your earliest convenience. Our Board of Trustees unanimously recommends voting FOR each of the trustee nominees and the other proposals set forth in the proxy statement.
On behalf of the entire Board of Trustees, we thank you for your continued investment in and confidence in LXP Industrial Trust. We remain committed to executing our strategy with discipline, transparency, and an unwavering focus on long-term shareholder value.
Sincerely,
| Jamie HandwerkerLead Independent Trustee | T. Wilson EglinChairman and CEO |
|---|
NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERSWhen: Tuesday, May 19, 2026Where: Virtually via the Internet at www.meetnow.global/MR6ARA5
To the Shareholders of LXP Industrial Trust:
The 2026 Annual Meeting of Shareholders of LXP Industrial Trust, a Maryland real estate investment trust, will be held on Tuesday, May 19, 2026, at 2:00 p.m., Eastern time, virtually via the internet atwww.meetnow.global/MR6ARA5 for the following purposes:
(1)to elect eight trustees to serve until the 2027 Annual Meeting of Shareholders or their earlier removal or resignation and until their respective successors, if any, are elected and qualify;
(2)to consider and vote upon an advisory, non-binding resolution to approve the compensation of the named executive officers, as disclosed in the accompanying proxy statement;
(3)to consider and vote upon the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and
(4)to transact such other business as may properly come before the 2026 Annual Meeting of Shareholders or any adjournment or postponement thereof.
Only holders of record at the close of business on March 25, 2026, are entitled to notice of and to vote at the 2026 Annual Meeting of Shareholders or any adjournment or postponement thereof.
On behalf of our Board of Trustees, we thank you for your support and participation.
By Order of the Board of Trustees,
Joseph S. Bonventre, Secretary
West Palm Beach, FL
April 6, 2026
Whether or not you expect to participate at the 2026 Annual Meeting of Shareholders, we urge you to authorize your proxy electronically via the internet or by completing and returning the proxy card if you requested paper proxy materials. Voting instructions are provided in the Important Notice Regarding the Availability of Proxy Materials for the LXP Industrial Trust Shareholder Meeting to be Held on May 19, 2026 (the “Notice”), or, if you requested printed materials, the instructions are printed on your proxy card and included in the accompanying proxy statement. Any person giving a proxy has the power to revoke it at any time prior to the meeting and shareholders who participate in the meeting may withdraw their proxies and vote in person via webcast.
PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 19, 2026
The Board of Trustees of LXP Industrial Trust, a Maryland real estate investment trust, is soliciting proxies to be voted at the 2026 Annual Meeting of Shareholders, which we refer to herein as the Annual Meeting. The Annual Meeting will be held Tuesday, May 19, 2026, at 2:00 p.m., Eastern time, virtually via the internet atwww.meetnow.global/MR6ARA5. This proxy statement summarizes the information you need to know to vote by proxy or in person via webcast at the Annual Meeting or any postponements or adjournments thereof. You do not need to attend the Annual Meeting in person via webcast in order to have your shares voted at the Annual Meeting.
All references to the “Trust,” “Company,” “LXP,” “we,” “our” and “us” in this proxy statement mean LXP Industrial Trust. All references to “Shareholder” and “you” refer to a holder of shares of beneficial interest, par value $0.0001 per share, of the Company, classified as “Common Stock,” which we refer to as common shares or shares, as of the close of business on March 25, 2026, which we refer to as the Record Date.
TABLE OF CONTENTS
| PROPOSAL NO. 1 ELECTION OF TRUSTEES | 8 |
|---|---|
| PROPOSAL NO. 2 ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 9 |
| PROPOSAL NO. 3 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 9 |
| CORPORATE RESPONSIBILITY | 14 |
| MANAGEMENT AND CORPORATE GOVERNANCE | 14 |
| EXECUTIVE OFFICERS | 23 |
| COMPENSATION OF EXECUTIVE OFFICERS | 25 |
| COMPENSATION TABLES | 40 |
| PAY VERSUS PERFORMANCE DISCLOSURE | 46 |
| CEO PAY RATIO | 49 |
| TRUSTEE COMPENSATION | 50 |
| COMPENSATION COMMITTEE REPORT | 50 |
| AUDIT AND AUDIT-RELATED MATTERS | 51 |
| REPORT OF THE AUDIT AND RISK COMMITTEE | 52 |
| SHARE OWNERSHIP OF PRINCIPAL SECURITY HOLDERS,TRUSTEES, AND EXECUTIVE OFFICERS | 53 |
| OTHER MATTERS | 55 |
| QUESTIONS AND ANSWERS | 55 |
| Appendix A | 61 |
FORWARD-LOOKING STATEMENTS
This proxy statement contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements, which are based on certain assumptions and describe future expectations, are generally identifiable by use of the words “believes,” “expects” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties or other factors which are, in some cases beyond our control. Such statements are subject to risks and uncertainties that could cause actual results, performance or achievements of LXP to be materially different from those expressed or implied by these forward-looking statements, including those described in the “Risk Factors” section of our Form 10-K for the year ended December 31, 2025. Except as required by law, LXP undertakes no obligation to (1) publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the date of this presentation or to reflect the occurrence of unanticipated events or (2) update or supplement forward-looking statements that become untrue because of subsequent events. Accordingly, there is no assurance that LXP’s expectations will be realized.
LXP Proxy Statement Summary
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider, and you should read the entire Proxy Statement carefully before voting.
2026 Annual Meeting of Shareholders
| Date and TimeTuesday, May 19, 20262:00 p.m. Eastern Time | LocationVirtually via the internet at www.meetnow.global/MR6ARA5 | Record DateMarch 25, 2026 |
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How to Vote
| VIA THE INTERNETLogon to www.envisionreports.com/LXPand follow on-screen instructions | BY TELEPHONECall toll-free 1-800-652-VOTE (8683) andfollow the recorded instructions | AT THE MEETINGVote at the Annual Meeting online via webcast |
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Annual Meeting Proposals
| Proposal | Board Recommendation | Page Reference |
|---|---|---|
| Proposal No. 1: Election of Trustees | FOReach nominee | 8 |
| Proposal No. 2: Non-binding, Advisory Resolution to Approve the Compensation of Named Executive Officers | FOR | 9 |
| Proposal No. 3: Ratification of Appointment of Independent Registered Public Accounting Firm | FOR | 9 |
General
We are utilizing the SEC rule that allows companies to furnish their proxy materials over the internet. As a result, we mailed to our shareholders a Notice Regarding the Availability of Proxy Materials for the LXP Industrial Trust Shareholder Meeting to be held on May 19, 2026, or the Notice, instead of a paper copy of the proxy materials (including the proxy card, this proxy statement and our 2025 Annual Report) on or about April 6, 2026. We also provided access to our proxy materials over the internet beginning on that date. The Notice contained instructions on how to access this Proxy Statement and the 2025 Annual Report and how to vote at the Annual Meeting, via the internet, by telephone or in person. Subsequent to receiving the Notice, all shareholders have the ability to access the proxy materials over the internet and request to receive a paper copy of the proxy materials by mail. Additionally, shareholders can access a copy of the proxy materials at www.envisionreports.com/LXP.
Our Board of Trustees is soliciting proxies to be voted at the Annual Meeting. This Proxy Statement provides information shareholders need to know to vote by proxy or in person (virtually) at the Annual Meeting. Shareholders do not need to attend the Annual Meeting in order to vote. If, at the close of business on March 25, 2026, you were a shareholder of record or held shares through a broker, bank or other nominee, you may vote your shares by proxy via the internet, by telephone or in person (virtually). For shares held through a broker, bank or other nominee, you may vote by submitting voting instructions to your broker, bank or other nominee. Please refer to information from your broker, bank or other nominee on how to submit voting instructions.
LXP Proxy Statement Summary
LXP Industrial Trust Overview 1
| LXPNYSE | >30 YrsPublicly Traded | $4.7BGross Assets | Ratings4Baa2Moody’s |
|---|---|---|---|
| 108Properties | 52.7MSquare Feet | 100%Industrial Real Estate | BBBFitch |
| 93%Class A Properties2 | 87%12 Target Markets3 | 47%Investment Grade Tenancy | BBB-S&P |
Business Plan Focused on Delivering Value
Pure-play industrial REIT
93% of portfolio concentrated in new, Class A bulk distribution real estate with an average age of 9.9 years5
Investment strategy focused on 12 markets in the Sunbelt and lower Midwest with population and job growth 2.3x and 1.6x the national average, respectively6
$300 Billion of advanced manufacturing investment announced in LXP markets7
Identifiable organic earnings growth drivers requiring limited incremental capital investment○~62% of portfolio expiring through 2030, with current mark-to-market on rents estimated to be ~16%8○Rent escalations trending up with 2.8% average annual escalations9○Stabilization of 1.5M SF of first and second generation space available
Strong balance sheet with net debt to Adjusted EBITDA of 4.9x; flexibility to selectively pursue investment opportunities in target markets, including BTS development and limited speculative development on owned land bank sites
- As of 12/31/2025. See Appendix A for definitions and reconciliations of Non-GAAP financial measures. 2. Based on square footage utilizing CoStar. 3. Based on percentage of Gross Book. 4. Credit ratings are not recommendations to buy, sell or hold any security. LXP does not take any obligation to maintain the ratings or to advise of any changes to the rating. 5. Weightings based on square footage, excluding land parcels. 6. LXP’s 12 target markets vs. national average. 7. Aggregate announced manufacturing investment in LXP’s 12 target markets as of December 2025 per Newmark research. Includes projects in relevant MSAs or CMSAs. 8. Based on independent third-party broker data and current renewal discussions for leases expiring through 2030, second-generation vacancies and redevelopment properties. 9. Average annual rental escalation based on next step rent percentage. Excludes escalating leases after last escalation.
LXP Proxy Statement Summary
BOARD OF TRUSTEES
| Board Member | Trustee Since | PrimaryOccupation | Key Skills /Qualifications | Committees/IndependentTrustees |
|---|---|---|---|---|
| T. Wilson Eglin | 1994 | Chairman, CEO and President | Over 35 years of experience in commercial real estate investment and corporate finance, including experience in net-lease and industrial investing, real estate operations and capital markets. Has led LXP through portfolio transitions and various cycles of growth. | |
| Jamie Handwerker | 2017 | Partner, KSH Capital | Over 40 years of experience in commercial real estate, including through sell-side research, hedge funds and direct investments. Audit Committee Financial Expert. | oAudit and Risk oCompensationoLead Independent |
| Lawrence L. Gray | 2015 | Chairman and CEO, GrayCo, Inc. | Over 30 years of real estate investment and development and corporate finance experience. | oCompensationoNom./Corp. Resp.oIndependent |
| Arun Gupta | 2022 | CEO, Noble Reach Foundation | Over 25 years of experience in private equity / mergers and acquisitions and venture capital, assessing emerging technologies, including AI, and scaling high-growth companies. Cybersecurity expertise. | oAudit and Risk oCompensation (Chair)oIndependent |
| Derrick Johnson | 2022 | SVP, COO,Agiliti | Extensive strategy and operations expertise, specifically supply chain and logistical operations. | oAudit and RiskoNom./Corp. Resp.oIndependent |
| Claire A. Koeneman | 2015 | EVP, Managing Directorof Financial Communications, Ketchum | Extensive experience as a corporate governance expert and strategic advisor to CEOs and boards of directors in transaction, corporate, financial and crisis communications, with a specific focus in real estate and REIT practice. | oAudit and Risk oCompensationoIndependent |
| Nancy Elizabeth Noe | 2021 | Chair of Board of Trustees, AgnesScott College | Over 30 years of experience as a practicing attorney focused on capital markets transactions, mergers and acquisitions, corporate governance and securities regulation. | oNom./Corp. Resp. (Chair)oIndependent |
| Howard Roth | 2017 | Principal, HSR Advisors | Over 40 years of public accounting experience, including knowledge of tax laws applicable to real estate companies, generally accepted accounting principles and public company reporting requirements. Audit Committee Financial Expert | oAudit and Risk (Chair)oIndependent |
| Tenure | Independence |
|---|
| Board Tenure | ||
|---|---|---|
| 3New Trustees Added since 2021 | 10 yearsAverage TenureAll Nominees | 7 yearsAverage TenureIndependent Nominees |
LXP Proxy Statement Summary
Governance Highlights
Corporate Governance Snapshot
| Corporate Governance Best Practices | |
|---|---|
| Proxy Access | Bylaws provide for proxy access with market terms |
| Trustee Refreshment | Retirement policy to facilitate trustee refreshment where all trustees attaining the age of 75 are required to submit a resignation on an annual basis |
| Shareholder Accountability | Annual trustee electionsMajority vote standard for trustee elections with mandatory resignation policyAnnual ‘say-on-pay’ vote Regular shareholder engagement |
| Shareholder Rights | One class of capital stock, which is entitled to one vote per share Shareholder right to amend bylaws and call a special meetingAbility for shareholders to act by written or electronic consent |
| Self- Assessment | Annual Board of Trustees and Committee and individual trustee self-assessment under the direction of the Nominating and Corporate Responsibility Committee |
| Alignment with Shareholder Interests | All trustees and executive officers own company stock and are subject to robust share ownership requirements and executive officers are subject to retention policy Anti-pledging and anti-hedging policies |
| Independent Lead Trustee | Independent Lead Trustee with robust set of responsibilities |
| Limits on Trustee Commitments | Trustees cannot serve on more than three other public company boards |
| Management Succession Planning | Annual review of management succession plan by the Nominating and Corporate Responsibility Committee and the Board |
LXP Proxy Statement Summary
Compensation Tied to Performance and Strategy
Compensation Program Design
| Annual Cash Incentives | Long-Term Incentives |
|---|---|
| o70% - Financial and strategic metrics o30% - Individual performance measures | o60% - Performance Shareso40% - Time-Based Shares |
2025 CEO Target Compensation
Executive Compensation Program Highlights
| ☑ Pay levels aligned with market to attract and retain high caliber executive talent☑ Pay mix emphasizes pay-for-performance alignment☑ Performance metrics reflect long-term growth drivers and foster alignment with sustained shareholder returns☑ Transparent disclosure of all compensation decisions and outcomes | ☑ All Change-in-Control severance arrangements subject to double-trigger provisions☑ Long-term incentives vest after three years, a strong retentive feature☑ Limited perquisites☑ Five-year average shareholder support of say-on-pay proposal is 97% |
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Recent Shareholder Engagement
| We regularly engage with our shareholders on a variety of matters, including general business updates; our board composition, risk oversight and refreshment; corporate governance practices; corporate responsibility strategy (including sustainability and social issues); and executive compensation. | Shareholder Outreach69%Contacted and/or offered a meeting to shareholders representing 69% of our common shares as of December 31, 2025. | Shareholder Meetings40%Held meetings with shareholders representing 40% of our common shares as of December 31, 2025. |
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LXP Proxy Proposals
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.