line-20250425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Lineage, Inc.

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April 28, 2025

Dear Fellow Shareholders,

Looking back on 2024, it’s clear this has been a transformational year for Lineage, Inc. – one that not only strengthened our leadership in the cold storage industry but also laid the foundation for potential continued innovation, growth and long-term value creation. We enhanced our financial position, achieved strong operating results, executed multiple accretive acquisitions, and entered 2025 well-positioned for continued momentum. Importantly, we believe this performance demonstrated the exceptional work of all our team members and Lineage’s ability to be resilient during a challenging, yet exciting time.

Our successful listing on the Nasdaq Global Select Market was a defining moment. In July, we executed the largest Initial Public Offering (“IPO”) of 2024 and the largest REIT IPO in history. We believe this milestone underscored the strength of our business, allowing us to reduce the company’s leverage to under 5x while positioning us for future growth. Additionally, it contributed to Lineage earning investment-grade ratings from both Moody’s Investors Service and Fitch Ratings, further solidifying our capital position.

Financial Strength and Operational Excellence

Driven by our market leadership, network effects, and operational discipline, we expanded margins, increased adjusted EBITDA and AFFO per share, and delivered $5.3 billion in total revenue. Our focus on generating strong durable cash flow alongside NOI and same warehouse growth remains a priority, and we expect it will provide us with the flexibility to reinvest in existing assets, drive innovation, pursue strategic acquisitions and undertake development projects that we expect to be accretive – all while returning capital to shareholders through dividends.

In the face of a challenging macroeconomic landscape, we maintained robust operating fundamentals during 2024 with 78% same warehouse physical occupancy. We also delivered what we believe to be world-class service levels and achieved our best truck turn times for our customers while setting an all-time internal benchmark for safety performance. Underscoring our unwavering commitment to operational excellence, we also achieved the best warehouse labor productivity in our history.

Building on this momentum, we continue to work to enhance efficiency across our network. Our warehouses are engineered for high performance, and we remain focused on enhancing service levels and reducing our cost structure through a strategic focus on lean process excellence, labor productivity and energy management.

Backbone of the Global Food Supply Chain

As the world’s largest global temperature-controlled warehouse REIT, we’re proud to play a mission-critical role in the global food supply chain. Lineage’s highly diversified, strategically located and scaled network of warehouses are weighted toward high-population density markets and key port locations – serving as critical nodes in our customers’ supply chains. This robust portfolio is further strengthened by our integrated solutions business, oﬀering an “all services under one roof” experience for our customers to facilitate the seamless movement of their products across the food supply chain and throughout the world.

We believe cold storage is the backbone of the global food supply chain – a high-growth and recession-resilient sector driven by increasing global demand for temperature-controlled logistics. Fueled by population growth, favorable consumer trends, and a rising reliance on temperature-controlled logistics support, the market presents compelling opportunities for expansion.

We capitalized on these opportunities during 2024, deploying over $760 million in growth capital to reinforce Lineage’s market leadership and expand our global footprint. This included the strategic acquisitions of ColdPoint

Logistics in Kansas City and Luik Natie, a key logistics hub in the Port of Antwerp, Belgium – the second-largest port in Europe.

Beyond acquisitions, we continue to execute on our significant pipeline of greenfield developments and expansion projects. In September, we opened a fully automated cold storage warehouse in Hazleton, Pennsylvania. This innovative, state-of-the-art facility features automated full-pallet, layer pick, and case pick capabilities powered by our proprietary LinOS technology and patented algorithms.

Leading Through Innovation

At the heart of our success is a strong focus on innovation. As a technology- and data science-led company, we have a proven track record of developing solutions and technologies that have enhanced efficiency while minimizing the environmental impact of our supply chain operations.

In 2024, we reached a major milestone – our 100th patent – many addressing unique, complex problems within the cold chain, ranging from advanced automation to cutting-edge algorithms. These innovations have elevated our operational performance, improved service levels, and reinforced Lineage’s leadership in temperature-controlled technology.

Further advancing our technological capabilities, we’ve continued piloting the rollout of LinOS, our proprietary warehouse execution system engineered to further transform our operations. Built through years of cross-functional innovation between our data science, technology, and operations teams, LinOS leverages patented and proprietary algorithms that we believe will deliver significantly higher performance for our customers while accelerating efficiency gains. This transformative technology has already been successfully deployed in multiple automated facilities and pilots in conventional buildings have begun, delivering promising early results.

Looking Ahead – Extending our Industry Leadership

While we celebrate the numerous milestones achieved during 2024, we are keenly aware of the new opportunities, challenges and responsibilities that accompany this success. As we look to the future, we remain guided by our vision of building a more sustainable cold chain. Bolstered by what we believe to be considerable competitive advantages – including high-quality assets in highly desirable and strategic locations around the world – we are focused on executing our disciplined and well-defined strategy for sustained organic growth and industry leadership.

Coupled with a robust pipeline of potential future greenfield developments, strategic expansions, and acquisitions that are expected to be value-accretive, we believe Lineage is well-positioned to maximize shareholder value and deliver compounding growth at attractive returns. This commitment to driving long-term shareholder value is underpinned by a strong focus on operational excellence, continued innovation and a talented leadership team and workforce.

In closing, I would like to thank our customers and suppliers for their ongoing partnership, our Board of Directors for their continued strategic guidance and counsel, and our shareholders for their support and confidence in Lineage. I’d also like to extend my deep appreciation to Lineage’s talented global team. By maintaining the highest levels of performance and customer support, they have helped build our culture of accomplishment and their dedication and expertise are the cornerstone of our continued success.

With our unique portfolio of assets, a disciplined approach to growth, and a strong commitment to innovation, we believe Lineage will continue to shape the future of the cold storage industry and create sustainable value for our shareholders.

Sincerely,

/s/ Greg Lehmkuhl

Greg Lehmkuhl

President & Chief Executive Officer

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 18, 2025

To the Stockholders of Lineage, Inc.:

The 2025 annual meeting of stockholders (the “Annual Meeting”) of Lineage, Inc., a Maryland corporation (“Lineage,” our “Company,” “we,” “our” or “us”), will be held virtually on June 18, 2025 at 1:00 p.m., Eastern Daylight Time, to consider and vote on the following matters:

(1)The election of ten individuals as directors, with each to serve on Lineage’s board of directors until Lineage’s 2026 annual meeting of stockholders and until their respective successors are duly elected and qualify;

(2)The ratification of the appointment of PricewaterhouseCoopers LLP as Lineage’s independent registered public accounting firm for the fiscal year ending December 31, 2025;

(3)The resolution to approve, on an advisory basis, the compensation of Lineage’s named executive officers, as more fully described in the accompanying proxy statement; and

(4)To approve, on an advisory basis, the frequency of future advisory votes on the compensation of Lineage’s named executive officers; and

(5)The transaction of such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

These items of business are described in the Proxy Statement that follows this notice. The close of business on March 24, 2025 (the “record date”) has been fixed by our board of directors as the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting and any postponement or adjournment thereof.

All stockholders as of the record date are cordially invited to attend the Annual Meeting, which will be conducted via a live webcast. Whether or not you plan to attend the virtual Annual Meeting, in order to assure proper representation of your shares at the Annual Meeting, we urge you to submit your proxy voting instructions.

To be admitted to the virtual Annual Meeting, you will need to log in to www.proxyvote.com using the control number found in the Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form. The Annual Meeting will begin promptly at 1:00 p.m., Eastern Daylight Time, on June 18, 2025. Online access to the webcast will open at approximately 12:45 p.m. Eastern Daylight Time. We encourage you to access the meeting in advance of the designated start time. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical assistance number that will be posted on www.virtualshareholdermeeting.com/LINE2025.

If you are a registered holder of our shares as of the close of business on the record date, you may vote by following the instructions for voting on the Notice Regarding the Availability of Proxy Materials or, if you received a paper or electronic copy of our proxy materials, by following the instructions on your proxy card. If you hold shares in “street name” through a broker or other financial institution, you must follow the instructions provided by your broker or other financial institution regarding how to authorize and instruct your broker or financial institution to vote your shares.


By Order of the Board,

/s/ Natalie Matsler
Natalie Matsler Chief Legal Officer and Corporate Secretary

Novi, Michigan

April 28, 2025

This Notice of 2025 Annual Meeting of Stockholders and Proxy Statement are first being distributed or made available, as the case may be, on or about April 28, 2025.

TABLE OF CONTENTS


			Page
GENERAL INFORMATION			1
PROPOSAL 1: ELECTION OF DIRECTORS			5
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			10
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS			12
AUDIT COMMITTEE REPORT			13
PROPOSAL 3: ADVISORY (NON-BINDING) APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS			14
PROPOSAL 4: ADVISORY (NON-BINDING) APPROVAL OF THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS			15
BOARD AND COMMITTEE MATTERS			16
COMPENSATION OF DIRECTORS			20
CORPORATE GOVERNANCE			23
INFORMATION REGARDING OUR EXECUTIVE OFFICERS			27
EXECUTIVE COMPENSATION			29
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			63
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			73
SUBMISSION OF STOCKHOLDER PROPOSALS			76
DELIVERY OF MATERIALS			76
HOUSEHOLDING OF PROXY MATERIALS			78
ANNUAL REPORT			78

Forward-Looking Statements

Certain statements contained in this Proxy Statement, other than historical facts, may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to statements about Lineage’s plans, strategies, initiatives, and prospects and statements about its future results of operations, capital expenditures and liquidity. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which Lineage operates, and beliefs of, and assumptions made by, the Company. Such statements are subject to known and unknown risks and uncertainties which could cause actual results to differ materially from those projected or anticipated, including, but not limited to, the important factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2024 and in our other filings with the Securities and Exchange Commission (the “SEC”). Forward-looking statements in this Proxy Statement speak only as of the date of this Proxy Statement, and undue reliance should not be placed on such statements. We undertake no obligation to, nor do we intend to, update, or otherwise revise, any such statements that may become untrue because of subsequent events.

Certain Terms Used in this Proxy Statement

Unless specified or required by the context, references herein to “we,” “our,” “us,” “Lineage,” or the “Company” refer to Lineage, Inc., a Maryland corporation, and its consolidated subsidiaries. References herein to “our operating partnership” mean, prior to its conversion to a Maryland limited partnership in connection with the formation transactions, Lineage OP, LLC, a Delaware limited liability company, and after such conversion, Lineage OP, LP, a Maryland limited partnership. Lineage OP, LP, is our direct subsidiary and is managed by us. References herein to “Lineage Holdings” mean Lineage Logistics Holdings, LLC, our principal operating subsidiary and a direct subsidiary of, and managed by, our operating partnership.

In general, references herein to “Bay Grove” are to Bay Grove Capital Group LLC (“BG Capital”), a private owner-operator firm founded by our Co-Executive Chairmen, and its affiliated entities, including Bay Grove Management Company, LLC (“Bay Grove Management”) and Bay Grove Capital LLC (“Bay Grove Capital”), but excluding BGLH and

the Co-Executive Chairmen. In general, references to “BGLH” are to BG Lineage Holdings, LLC, and its subsidiary BG Lineage Holdings LHR, LLC, (“LHR”). BG Capital is the managing member of Bay Grove Capital and Bay Grove Management, which is the managing member of BGLH. BG Capital is also the manager of BG Maverick, LLC (“BG Maverick”) and BG Cold, LLC (“BG Cold”). Our Co-Executive Chairmen, Adam Forste and Kevin Marchetti, are the managing members of BG Capital.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held June 18, 2025. The Proxy Statement and our 2024 Annual Report to Stockholders are available at: www.proxyvote.com.

PROXY STATEMENT

FOR 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 18, 2025

This Proxy Statement is being furnished to stockholders in connection with the solicitation of proxies by and on behalf of the board of directors (the “Board”) of Lineage, Inc. for exercise at Lineage’s 2025 annual meeting of stockholders (the “Annual Meeting”). The Annual Meeting will be held in a virtual format only. This Proxy Statement, the Notice of 2025 Annual Meeting of Stockholders and the related proxy card are first being made available or sent to stockholders on or about April 28, 2025.

GENERAL INFORMATION

When and where will the Annual Meeting be held?

The Annual Meeting will be solely a virtual meeting of stockholders, and will be held on June 18, 2025, at 1:00 p.m., Eastern Daylight Time, via live webcast at www.virtualshareholdermeeting.com/LINE2025.

Why are you holding a virtual Annual Meeting?

We believe holding our Annual Meeting via live webcast is an environmentally-friendly way to provide expanded access, improved communication and cost savings for our stockholders and the Company. The virtual meeting provides the same rights to participate as an in-person meeting. Stockholders will not be permitted to physically attend the Annual Meeting. During the Annual Meeting, you may submit questions and vote your shares electronically.

What items will be voted on at the Annual Meeting, and how does the Board recommend that I vote?

The purpose of the Annual Meeting is to vote on the following items described in this proxy statement:

•Proposal 1: Election of the director nominees listed in this Proxy Statement.

•Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025.

•Proposal 3: Advisory vote on the compensation of our named executive officers (“say-on-pay”).

•Proposal 4: Advisory vote on the frequency of future say-on-pay votes.

Our Board recommends a vote “FOR” the election of each of the nominees named in this Proxy Statement as directors, to serve on our board of directors until our 2026 annual meeting of stockholders and until their successors are duly elected and qualify, “FOR” Proposals 2 and 3, and “ONE YEAR” for Proposal 4. We do not anticipate any other matters will come before the Annual Meeting. If other matters are properly presented at the meeting or any adjournment or postponement thereof for consideration, and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have discretion to vote on these matters for you.

Who is entitled to vote at the Annual Meeting?

Holders of record of our shares as of the close of business on March 24, 2025 (the “record date”) will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement or adjournment thereof. At the close of business

on the record date, there were 228,207,882 shares of our common stock, par value $0.01 per share (our “Common Stock”) issued and outstanding and entitled to vote. Each share of Common Stock is entitled to one vote.

Who is entitled to participate in the Annual Meeting?

Persons with evidence of stock ownership as of the record date, including both registered holders and stockholders whose shares are held in street name, can participate in the virtual meeting by visiting www.virtualshareholdermeeting.com/LINE2025. You will need the control number included on your Notice Regarding the Availability of Proxy Materials (the “Notice”), on your proxy card, or on the instructions that accompany your proxy materials. If you do not have a control number, please contact your broker or other financial institution as soon as possible so that you can be provided with one. Questions pertinent to meeting matters will be answered during the Annual Meeting, subject to time limitations. We will endeavor to answer as many questions submitted by stockholders as time permits. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or company business. If we receive substantially similar questions, we may group questions together and provide a single response to avoid repetition. Additional information regarding stockholder questions and participation, rules, procedures and technical support can be viewed 15 minutes prior to the meeting at www.virtualshareholdermeeting.com/LINE2025. If you encounter any difficulties while assessing the virtual meeting during the check-in or meeting time, you should call the technical assistance phone number that will be posted on the virtual stockholder meeting log-in page, which will be made available 15 minutes prior to the start time of the meeting.

What is the difference between being a “record holder” and holding shares in “street name”?

A record holder (also called a “registered holder”) holds shares in his or her name directly with our transfer agent, Computershare Trust Company, N.A. Shares held in “street name” means that shares are held in the name of a broker or other financial institution on the holder’s behalf.

How do I vote if I am a record holder?

We recommend that stockholders vote by proxy even if they plan to attend the Annual Meeting virtually. If you are a stockholder of record, there are three ways to vote by proxy:

•By internet: You can vote over the internet at www.proxyvote.com by following the instructions on the Notice or proxy card.

•By telephone: You can vote by telephone by calling 1-800-690-6903 and following the instructions on the Notice or proxy card.

•By mail: You can vote by mail by signing, dating and mailing the proxy card, which you may have received by mail.

Internet and telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 17, 2025.

You may also elect to participate in the Annual Meeting via live webcast, through which you may vote online during the Annual Meeting prior to the closing of the polls. Any previous votes that you submitted by mail, telephone or internet will be superseded.

How do I vote if my shares are held in “street name”?

If your shares are held by a broker or other nominee, the Notice or the proxy materials, if you elected to receive a hard copy, has been forwarded to you by your broker or other financial institution who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker or other nominee on how to vote your shares by following their instructions for voting.

You may also elect to participate in the Annual Meeting via live webcast, through which you may vote online during the Annual Meeting prior to the closing of the polls, and any previous votes that you submitted will be superseded.

How many shares must be present to hold the Annual Meeting?

A quorum must be present at the Annual Meeting for any business to be conducted. The presence, virtually or by proxy, at the Annual Meeting of holders of Common Stock entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting will constitute a quorum. Abstentions and broker non-votes are each included in the determination of the number of shares present at the Annual Meeting for the purpose of determining whether a quorum is present.

What vote is required for each proposal?

For Proposal 1, in an uncontested election, an affirmative vote of the majority of the total votes cast for and against such nominee is required for the election of a director. The majority voting standard does not apply, however, in a contested election where the number of director nominees exceeds the number of directors to be elected at the Annual Meeting. In such circumstances, directors will instead be elected by a plurality of the votes cast, which means that the nominees receiving the largest number of “for” votes would be elected as directors. The election of directors at the Annual Meeting is not contested.

Proposals 2 and 3, and any other proposals that may come before the Annual Meeting, approval requires the affirmative vote of a majority of votes cast on the proposal.

For Proposal 4, the frequency that receives the majority of all votes cast on the proposal will be considered the frequency recommended by stockholders. If no frequency (one year, two years, or three years) receives a majority vote, we will consider the frequency that receives the highest number of votes by stockholders to be the frequency that has been selected by stockholders, on an advisory basis.

How are abstentions and broker non-votes counted?

Abstentions (shares present at the meeting or represented by proxy that are voted “abstain”) and broker non-votes (explained below) are counted for the purpose of establishing the presence of a quorum, but are not counted as votes cast and will have no effect on the voting results for the applicable proposal.

What is a “broker non-vote”?

A broker non-vote occurs when there are both routine and non-routine matters and a nominee holding shares for a beneficial owner (e.g., a broker) does not vote on a non-routine matter because such nominee does not have discretionary voting power for that particular matter and has not received voting instructions from the beneficial owner. The only item to be acted upon at the Annual Meeting with respect to which a broker or nominee will be permitted to exercise voting discretion is the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2025 fiscal year. Therefore, if you hold your shares in street name and do not give the broker or nominee specific voting instructions on the other proposals, your shares will not be voted on such item, and a broker non-vote will occur. Broker non-votes are not considered votes cast, and will therefore not have any effect on such proposals.

What if I do not specify how my shares are to be voted?

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board.

Can I revoke or change my vote after submitting a proxy?

Yes. If you are a record holder and you have voted by internet, telephone or mail, you may change your vote and revoke your proxy by:

•Sending a written statement to that effect to the attention of Corporate Secretary at Lineage, Inc., 46500 Humboldt Drive, Novi, Michigan 48377, provided that such statement is received no later than June 17, 2025.

•Voting again by internet or telephone at a later time before the closing of these voting facilities at 11:59 p.m. Eastern Time, on June 17, 2025.

•Submitting a properly signed proxy card with a later date that is received no later than June 17, 2025.

•Attending the Annual Meeting via live webcast and voting online during the Annual Meeting prior to the closing of the polls.

If you hold shares in street name, you may submit new voting instructions by contacting your broker or other nominee.

Your most recent proxy card or telephone or internet proxy is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Company before your proxy is voted or you vote at the Annual Meeting.

Why did I receive a Notice Regarding the Availability of Proxy Materials instead of a full set of materials?

Under rules adopted by the SEC, we are electing to furnish proxy materials, including this Proxy Statement and our annual report for the fiscal year ended December 31, 2024 (the “Annual Report”), to our stockholders by providing access to such documents on the internet, rather than mailing printed copies. If you received a Notice by mail, you will not receive printed copies of the proxy materials unless you request them. Instead, the Notice will instruct you how to access and review the proxy materials on the internet. If you would like printed copies of the proxy materials, please follow the instructions in the Notice.

What does it mean if I receive more than one Notice or more than one set of proxy materials?

It means that your shares are held in more than one account at the transfer agent and/or with brokers or other financial institutions. Please vote all of your shares. To ensure that all of your shares are voted, for each Notice or set of proxy materials, please submit your proxy according to the instructions.

I share an address with another stockholder. Why did we receive only one set of proxy materials?

Some brokers and other financial institutions may be participating in the practice of “householding” proxy materials. This means that only one copy of our proxy materials may be sent to multiple stockholders in your household. If you hold your shares in street name and want to receive separate copies of the proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact the broker or other financial institution that holds your shares. Upon written request, we will promptly deliver a separate copy of the proxy materials to any stockholder at a shared address to which a single copy of those documents were delivered. To receive a separate copy of the proxy materials, you can contact Investor Relations at (567) 366-0875.

Who is paying for this proxy solicitation?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers, or employees (for no additional compensation) in person or by telephone, fax or email. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

Who will count the votes?

Representatives of Broadridge Investor Communications Services (“Broadridge”) will tabulate the votes, and a representative of Broadridge will act as inspector of elections.

Who should I contact if I have additional questions?

You can contact our Investor Relations at (567) 366-0875. Stockholders who hold in street name should contact the organization that holds their shares for additional information on how to vote.

PROPOSAL 1: ELECTION OF DIRECTORS

Board of Directors

Our board of directors is currently comprised of ten directors: Adam Forste, Kevin Marchetti, Greg Lehmkuhl, Shellye Archambeau, John Carrafiell, Joy Falotico, Luke Taylor, Michael Turner, Lynn Wentworth and James Wyper. In accordance with our charter (the “Charter”) and amended and restated bylaws (the “Bylaws”), each director will hold office until our next annual meeting of stockholders following his or her election and until his or her successor has been duly elected and qualifies, or until the director’s earlier resignation, death or removal.

Our Stockholders Agreement (as defined under below) requires us to nominate for election as directors at this Annual Meeting six individuals designated by BGLH, one individual designated by Stonepeak Aspen Holdings LLC (along with its affiliates, unless the context otherwise requires, “Stonepeak”) and one individual designated by BGO Cold Storage Holdings II, LP (along with its affiliates, unless the context otherwise requires, “BentallGreenOak”). For additional information, see “Certain Relationships and Related Party Transactions—Other Related Party Transactions—Stockholders Agreement.” BGLH has designated Mr. Forste, Mr. Marchetti, Ms. Archambeau, Ms. Falotico, Mr. Turner and Ms. Wentworth, Stonepeak has designated Mr. Wyper, and BentallGreenOak has designated Mr. Carrafiell. As a result, and upon the recommendation of the Nominating and Corporate Governance Committee, our Board has nominated each of these individuals, as well as Mr. Lehmkuhl and Mr. Taylor, to stand for election as directors by the stockholders at the Annual Meeting, with each to serve until our 2026 annual meeting of stockholders and until their respective successors are duly elected and qualify, or until their earlier resignation, death or removal.

The shares of Common Stock represented by properly submitted proxies will be voted by the persons named therein as proxy holders “FOR” the election of each of Messrs. Forste, Marchetti, Lehmkuhl, Carrafiell, Taylor, Turner and Wyper and Mses. Archambeau, Falotico and Wentworth as directors, unless otherwise instructed. If the candidacy of any of Messrs. Forste, Marchetti, Lehmkuhl, Carrafiell, Taylor, Turner, and Wyper and Mses. Archambeau, Falotico, and Wentworth should, for any reason, be withdrawn prior to the Annual Meeting, the proxies will be voted by the proxy holders in favor of such substituted candidates (if any) as shall be nominated by our Board. Our Board has no reason to believe that, if elected, any of Messrs. Forste, Marchetti, Lehmkuhl, Carrafiell, Taylor, Turner and Wyper and Mses. Archambeau, Falotico and Wentworth will be unable or unwilling to serve as director.

Information Regarding the Nominees for Election as Directors

The following information is furnished as of April 28, 2025 regarding the nominees for election as directors.


Name	Age	Position
Adam Forste	47	Co-Executive Chairman
Kevin Marchetti	47	Co-Executive Chairman
Greg Lehmkuhl	52	President, Chief Executive Officer and Director
Shellye Archambeau	62	Director
John Carrafiell	60	Director
Joy Falotico	57	Director
Luke Taylor	47	Director
Michael Turner	52	Director
Lynn Wentworth	66	Director
James Wyper	35	Director

Adam Forste. Adam Forste is a Co-Founder of our company and has served as our Co-Executive Chairman since our formation. Mr. Forste is also a co-founder of Bay Grove, our company’s original owner-operator, and has served as a Managing Partner of Bay Grove since 2007. Prior to co-founding Bay Grove, Mr. Forste worked at KKR. Mr. Forste began his career with Morgan Stanley in its investment banking group, both in New York and San Francisco. He serves on the board of directors of the Global Cold Chain Foundation, Emergent Cold LatAm Holdings LLC and Turvo LLC. Mr. Forste is also a Fulbright Fellow and a graduate of Dartmouth College. We believe that, as a Co-Founder, Mr. Forste’s prior management and board experience, as well has his experience as an investment professional qualifies him to serve on our board of directors.

Kevin Marchetti. Kevin Marchetti is a Co-Founder of our company and has served as our Co-Executive Chairman since our formation. Mr. Marchetti is also a co-founder of Bay Grove, our company’s original owner-operator, and has served as Managing Partner of Bay Grove since 2007. Prior to co-founding Bay Grove, Mr. Marchetti worked at The Yucaipa Companies. Mr. Marchetti began his career with Morgan Stanley in its investment banking group in San Francisco. He currently serves as a Trustee for the San Francisco Museum of Modern Art and previously served on the board of directors of the Pittsburgh Penguins, The San Francisco Zoological Society and The International Association of Refrigerated Warehouses. Mr. Marchetti is a graduate of Duke University. We believe that, as a Co-Founder, Mr. Marchetti’s prior management and board experience, as well has his experience as an investment professional qualifies him to serve on our board of directors.

Greg Lehmkuhl. Greg Lehmkuhl has served as our President and Chief Executive Officer since June 2015 and as a director since our initial public offering of Common Stock in July 2024 (our “IPO”). Prior to joining Lineage, he served in various executive appointments for Con-Way, Inc. (NYSE: CNW) from 2001 to 2011, including President and Corporate Executive Vice President and held management positions at Menlo Logistics, Delphi Automotive and Penske Logistics. Mr. Lehmkuhl has also served on the board of directors of Agree Realty Corp. (NYSE: ADC) since July 2018. Mr. Lehmkuhl received his Bachelor of Material and Logistics Management from Michigan State University and a M.B.A. from Oakland University. We believe that Mr. Lehmkuhl’s experience as a director and company executive, including his experience in real estate, corporate governance and business management, qualifies him to serve on our board of directors.

Shellye Archambeau. Shellye Archambeau has served on the board of directors of Lineage Holdings since April 2024 and on the board of directors of Lineage since our IPO. From December 2002 until December 2017, Ms. Archambeau was Chief Executive Officer of MetricStream, Inc., a leading provider of governance, risk, compliance and quality management solutions. Prior to that, Ms. Archambeau served as Chief Marketing Officer and Executive Vice President of Sales for Loudcloud, Inc., Chief Marketing Officer of NorthPoint Communications Group, Inc., and President of Blockbuster Inc.’s e-commerce division. Before joining Blockbuster, she held domestic and international executive positions at IBM. Ms. Archambeau has served on the boards of directors of Verizon Communications Inc. (NYSE: VZ) since November 2013, Roper Technologies, Inc. (NASDAQ: ROP) since April 2018 and Okta, Inc. (NASDAQ: OKTA) since December 2018. Ms. Archambeau previously served on the boards of directors of Nordstrom, Inc. (NYSE: JWN) from February 2015 to May 2022 and Arbitron Inc. from 2005 to 2013. Ms. Archambeau holds a Bachelor of Science from the Wharton School of the University of Pennsylvania. We believe that Ms. Archambeau is qualified to serve as a member of our board of directors because of her experience as a company executive, her valuable knowledge of technology, digital media and communications platforms and her experience serving on other boards.

John Carrafiell. John Carrafiell has been a member of the board of directors of Lineage Holdings since March 2021 and on the board of directors of Lineage since our IPO. Mr. Carrafiell has served as the co-Chief Executive Officer of BentallGreenOak (“BGO”), a global real estate investment and private equity investment management firm, since July 2021. Mr. Carrafiell was a co-Founder of GreenOak Real Estate in May 2010 prior to its 2019 merger with Bentall Kennedy (owned by Sun Life Financial Inc.). He also serves as the chairman of the board of IREIT by BGO, a logistics and industrial REIT launched in July 2023. Mr. Carrafiell has been a member of the board of directors and audit committee of publicly-traded Klepierre, one of Europe’s largest REITs, since January 2015 and has served as the chairman of the audit committee since July 2018. He has served on the board of European data center company Bulk Infrastructure since December 2020, as a member then observer. Mr. Carrafiell has previously served as a member of the board and the chairman of both the audit committee and the operating committee of Canary Wharf and served as from June 2004 to March 2009 and as a member of the board of Shurgard, a leading European self-storage company, from October 2018 to February 2020. Mr. Carrafiell is a former Executive Member of the Board of the European Public Real Estate Association. Mr. Carrafiell was previously a member of the Supervisory Boards of publicly-traded Corio (Holland) and Deutsche Immobilien Chancen Group (Germany). Mr. Carrafiell joined Morgan Stanley in 1987 and was based in Europe from September 1989 to December 2009, as Head of European Real Estate from January 1995, and Global Head of Real Estate and a member of the investment bank’s six person global operating management committee from December 2005 to March 2007. Mr. Carrafiell holds a B.A in philosophy from Yale. We believe that Mr. Carrafiell is qualified to serve on our board of directors because of his extensive real estate, investment and public company experience.

Joy Falotico. Joy Falotico has served on the board of directors of Lineage Holdings since December 2022 and on the board of directors of Lineage since our IPO. Ms. Falotico was formerly the President of Lincoln Motor at Ford Motor Company from March 2018 to November 2022 and also served as Ford Motor Company’s Chief Marketing Officer from March 2018 until January 2021. Prior to that, Ms. Falotico served as Ford Motor Credit Company’s Chief Executive Officer from

October 2016 to February 2018 and Chief Operating Officer prior to that period. She has served in a number of leadership roles at Ford Motor Company and Ford Motor Credit Company since 1989. Ms. Falotico serves on the board of Alliant Energy Corp (Nasdaq: LNT), where she is the chair of the audit committee and a member of the executive committee and the operations committee and Lincoln Electric Holdings Inc. (Nasdaq: LECO) where she is a member of the audit and nominating and corporate governance committees. She previously served on the board and executive committee of American Financial Services Association and the board and audit committee of Ford Motor Credit Company and as the chair of the board of FCE Bank, plc. Ms. Falotico holds a Bachelor of Science, Business Administration from Truman State University and a M.B.A. from DePaul University. We believe that Ms. Falotico is qualified to serve on our board of directors because of her extensive management, regulatory, board and leadership experience.

Luke Taylor. Luke Taylor has served on the board of directors of Lineage Holdings since May 2018 and on the board of directors of Lineage since our IPO. Mr. Taylor serves as Co-President of Stonepeak, a global infrastructure and real assets investment management firm, where he has served in various roles, including Co-Chief Operating Officer and Senior Managing Director, since 2011. Mr. Taylor is a member of the Stonepeak Executive Committee and a member of all of Stonepeak’s investment committees. In these roles, Mr. Taylor shares broad responsibilities across investing and oversight of the firm’s day-to-day business. Mr. Taylor has been investing across the infrastructure space for over 20 years has served on the board of Stonepeak Infrastructure Logistics Platform since March 2021 and is a former director of Evolve Transition Infrastructure LP (NTSEAM: SNMP), Paradigm Energy Partners, Hygo Energy Transition Ltd., Ironclad Energy Partners, LLC, TRAC Intermodal, Casper Crude to Rail Holdings LLC and Tidewater Holdings. Prior to joining Stonepeak, Mr. Taylor was a Senior Vice President with Macquarie Capital. Mr. Taylor has a Bachelor of Commerce and a Master of Business (Distinction) from the University of Otago (New Zealand). We believe that Mr. Taylor is qualified to serve on our board of directors because of his extensive experience as an infrastructure and real assets investment professional, including his experience in finance and mergers and acquisitions.

Michael Turner. Michael Turner has served on the board of directors of Lineage Holdings since September 2020 and on the board of directors of Lineage since our IPO. Mr. Turner has served as the Chief Executive Officer of Superkey Insurance LLC, an insurance services provider which he co-founded, since April 2024. Mr. Turner was formerly President of Oxford Properties Group and was the chair of Oxford’s investment committee and executive committee from April 2018 to April 2023, during which time he also served as Global Head of Real Estate for OMERS (Oxford’s shareholder) where he was a member of their management investment committee and transaction approval committee. Previously, Mr. Turner held the positions of Executive Vice President and Senior Vice President at Oxford Properties Group from June of 2010 to April 2018. Prior to joining Oxford, Mr. Turner was Executive Vice President at CBRE Group, Inc. (NYSE:CBRE), a leading global real estate investment services provider. Mr. Turner serves on the board of directors of Riot Platforms Inc. (Nasdaq: RIOT), where he is a member of the audit committee. He has also served as a board member for several investment and asset management companies, including M7 Real Estate (UK), Honest Buildings (sold to NYSE: PCOR) and R-Labs. Mr. Turner holds a Bachelor of Arts from the University of British Columbia, a Master of Planning from Queen’s University and a Master of Finance from the University of Toronto, and is a Chartered Financial Analyst (CFA). We believe that Mr. Turner is qualified to serve on our board of directors because of his extensive real estate investment, financial reporting and management and board experience.

Lynn Wentworth. Lynn Wentworth has served on the board of directors of Lineage Holdings since June 2022 and on the board of directors of Lineage since our IPO. Additionally, Ms. Wentworth has served on the board of directors of Graphic Packaging Holding Company (NYSE: GPK) since November 2009, where she chairs the compensation and management development committee and is a member of the nominating and corporate governance committee, and Benchmark Electronics, Inc. (NYSE: BHE) since June 2021, where she chairs the audit committee. Ms. Wentworth was a director and chair of the audit committee for CyrusOne, Inc. from 2014 until its acquisition by a consortium led by KKR and Global Infrastructure Partners in March 2022 and had served as chair of the board of directors since May 2021. She was also a director and chair of the audit committee of Cincinnati Bell, Inc. from 2008 until its acquisition by Macquarie Asset Management in September 2021 and had served as chair of the board of directors since May 2019. She served as the Senior Vice President, Chief Financial Officer and Treasurer of BlueLinx Holdings Inc. (NYSE: BXC) until her retirement in 2008. Prior to joining BlueLinx in 2007, Ms. Wentworth was with BellSouth Corporation from 1985 to 2007, where she served as Vice President and Chief Financial Officer for the Communications Group from 2004 to 2007 and Vice President Treasurer from 2003 to 2004. Ms. Wentworth holds a Bachelor of Science in Business Administration from Babson College, a Master’s degree in taxation from Bentley College and a M.B.A. from Georgia State University. In 2024, Ms. Wentworth completed a climate certification program through Competent Boards. We believe that Ms. Wentworth is qualified to serve on our board of directors and as our lead independent director because of her public accounting and

corporate finance experience, including her service as Chief Financial Officer of a public company, as well as her extensive board and corporate governance experience.

James Wyper. James Wyper has served on the board of directors of Lineage Holdings since May 2018 and on the board of directors of Lineage since our IPO. Mr. Wyper serves as Senior Managing Director, Global Head of Transportation and Logistics at Stonepeak, where he has served in various roles since 2013. Mr. Wyper also serves on various Stonepeak investment committees. Mr. Wyper has also served on the board of directors of Textainer Holdings since March 2024, Logistec Corporation since January 2024, TRAC Intermodal since March 2020, Seapeak since January 2022, Akumin, Inc. since November 2021, Venture Global Calcasieu Pass since August 2019, Tidewater Holdings since 2015, Intrado Life and Safety since January 2023, Emergent Cold LatAm Holdings LLC since August 2021, and previously on a number of other Stonepeak portfolio companies. He also serves on the board of directors of Streetsquash. He holds a B.A. in Economics from Yale University. We believe that Mr. Wyper is qualified to serve on our board of directors because of his extensive experience as an infrastructure investment professional, including his experience in finance and mergers and acquisitions.

Skills and Experience of Director Nominees

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

Name

Director Since (1)

Finance & Accounting

Real Estate

Executive/Senior Leadership

Logistics

Global/International

Technology

Risk Management

Adam Forste

2008

Kevin Marchetti

2008

Greg Lehmkuhl

2015

Shellye Archambeau

2024

John Carrafiell

2021

Joy Falotico

2022

Luke Taylor

2018

Michael Turner

2020

Lynn Wentworth

2022

James Wyper

2018

(1)Includes service on the board of directors of Lineage, Inc. and service on the board of directors or its equivalent of any Lineage predecessor, including Lineage Holdings.

Our board of directors recommends a vote “FOR” the election of each of Messrs. Forste, Marchetti, Lehmkuhl, Carrafiell, Taylor, Turner and Wyper and Mses. Archambeau, Falotico and Wentworth as directors.

Election of each of the nominees requires the affirmative vote of the majority of total votes cast with respect to his or her election (that is, the number of votes cast “FOR” the nominee must exceed the number of votes cast “AGAINST” the nominee). Votes cast includes votes against but excludes abstentions and broker non-votes with respect to a nominee’s election, and abstentions and broker non-votes will have no effect on the election of any director (although they will be considered present for the purpose of determining the presence of a quorum). The majority voting standard does not apply, however, in a contested election where the number of director nominees exceeds the number of directors to be elected at an Annual Meeting. In such circumstances, directors will instead be elected by a plurality of all the votes cast at the Annual Meeting at which a quorum is present. The election of directors at our Annual Meeting this year is not contested. Proxies solicited by our board of directors will be voted “FOR” each of Messrs. Forste, Marchetti, Lehmkuhl, Carrafiell, Taylor, Turner and Wyper and Mses. Archambeau, Falotico and Wentworth as directors, unless otherwise instructed.

In accordance with our Charter and our Bylaws, any vacancies occurring on our Board, including vacancies occurring as a result of the death, resignation, or removal of a director, or due to an increase in the size of the Board, may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum; provided, that in the case of a vacancy on our board created by the removal or resignation of a BGLH Director, Stonepeak Director, or BentallGreenOak Director (each as defined below), our Stockholders Agreement requires us to

nominate for election an individual designated by the applicable investor to fill the vacancy. See “Certain Relationships and Related Party Transactions—Other Related Party Transactions—Stockholders Agreement.” Any director elected to fill a vacancy will serve until the next annual meeting of stockholders and until a successor is duly elected and qualifies or his or her earlier resignation, death or removal.

There is no familial relationship among any of the members of our Board or executive officers.

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ratification of Appointment of PricewaterhouseCoopers LLP

The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the fiscal year ending December 31, 2025. This is the first year that PwC has been engaged as our independent registered public accounting firm. Our Board is requesting that our stockholders ratify the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

Neither our Bylaws nor our other governing documents or law require stockholder ratification of the Audit Committee’s appointment of PwC as our independent registered public accounting firm. However, our Board is submitting the appointment of PwC to the stockholders for ratification as a matter of good corporate practice. In the event that ratification of this appointment of independent registered public accounting firm is not approved at the Annual Meeting, the Audit Committee will review its future selection of our independent registered public accounting firm. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests.

Representatives of PwC and KPMG LLP, our former independent registered public accounting firm, are expected to attend the Annual Meeting and will be provided with an opportunity to make a statement if so desired and to respond to appropriate inquiries from stockholders.

Our board of directors recommends a vote “FOR” the ratification of the appointment of PwC as our independent registered public accounting firm for the 2025 fiscal year.

A majority of all the votes cast on this proposal at the Annual Meeting is required for its approval. Proxies solicited by our Board will be voted “FOR” this proposal, unless otherwise instructed. Abstentions will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum. Because this proposal is considered “routine”, we do not expect there to be any broker non-votes.

Change in Independent Registered Public Accounting Firm in 2025

KPMG LLP (“KPMG”), our auditor since 2020, has audited our consolidated financial statements for the fiscal years ended December 31, 2024 and 2023 and has also provided certain tax services. As reported in our Current Report on Form 8-K filed with the SEC on April 7, 2025, the Audit Committee approved the dismissal of KPMG, effective following the filing of the Company’s Form 10-Q for the quarter ended March 31, 2025, and appointed PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2025, subject to completion of PwC’s standard client acceptance procedures.

The audit reports of KPMG on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023, did not contain an adverse opinion or a disclaimer of opinion, nor were the reports qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ended December 31, 2024 and 2023, and during the subsequent interim period through April 1, 2025, there were no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) between the Company and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to the subject matter of the disagreement in connection with its report on the Company’s consolidated financial statements for such years. During the fiscal years ended December 31, 2024 and 2023 and the subsequent interim period through April 1, 2025, there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K), except for the material weakness in the Company’s internal control over financial reporting as of December 31, 2023 relating to the Company’s failure to timely complete its risk assessment and design, implement, and/or effectively operate controls for a sufficient period of time, as previously reported in the registration statement on Form S-11 (File No. 333-280470) that was declared effective by the SEC on July 24, 2024. This material weakness was remediated as of December 31 2024, as previously reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the

SEC on February 26, 2025. The Audit Committee discussed this matter with KPMG, and the Company has authorized KPMG to respond fully to any inquiries of PwC with respect to this matter.

We provided KPMG with a copy of the April 7, 2025 Form 8-K and requested that KPMG provide a letter addressed to the SEC stating whether KPMG agrees with the statements contained in the 8-K as they relate to KPMG. A copy of such letter dated April 7, 2025 was attached as Exhibit 16.1 to the 8-K.

During the Company’s years ended December 31, 2024 and 2023, and the subsequent interim period through April 1, 2025 (prior to the selection of PwC), neither the Company nor anyone on its behalf consulted with PwC with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company by PwC that PwC concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (b) any matter that was either the subject of a “disagreement” or a “reportable event” (as those terms are described in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K).

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS

Independent Registered Public Accounting Firm Fees

The following table presents fees for professional audit services and other services rendered to us by KPMG LLP, our former independent registered public accounting firm, for our fiscal years ended December 31, 2024 and 2023.


	2024		2023
Audit Fees(1)	$	9,149,568	$	12,617,855
Audit-Related Fees(2)	—		—
Tax Fees(3)	28,309		36,040
All Other Fees(4)	—		43,208
Total	$	9,177,877	$	12,697,103

(1)Audit Fees include: audits of the consolidated financial statements included in our Annual Report on Form 10-K and the consolidated financial statements included on Form S-11, interim reviews of the consolidated financial statements included in our quarterly reports on Form 10-Q, statutory audits, review of Form S-11, comfort letters, consents, and assistance with and review of other documents filed with the SEC.

(2)There were no Audit-Related Fees incurred in 2023 or 2024.

(3)Tax Fees include tax compliance, tax planning, tax advisory and related tax services.

(4)All Other Fees included performing a finance optimization assessment.

The Audit Committee’s charter provides that the Audit Committee shall pre-approve all audit and non-audit service provided to the Company by the independent auditor, unless the engagement is entered into pursuant to appropriate preapproval policies established by the Audit Committee or if such service falls within available exceptions under SEC rules. Other than with respect to the annual audit of the Company’s consolidated financial statements, the chair of the Audit Committee is authorized to pre-approve other audit services and non-audit services provided to the Company by the independent auditor on behalf of the Audit Committee and each such pre-approval decision will be presented to the full Audit Committee at its next scheduled meeting. Since our IPO, all fees paid to KPMG LLP were pre-approved by our Audit Committee or the Audit Committee of Lineage Holdings.

AUDIT COMMITTEE REPORT

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements, the reporting process and maintaining an effective system of internal controls over financial reporting. The Company’s independent auditors are engaged to audit and express opinions on the conformity of the Company’s financial statements to United States generally accepted accounting principles.

In addition to fulfilling its oversight responsibilities as set forth in its charter and as further described in the section titled “Board and Committee Matters—Board Committees—Audit Committee,” the Audit Committee has done the following things:

•Prior to the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, reviewed and discussed with management and KPMG, as the Company’s independent registered public accounting firm at such time, the Company’s audited financial statements for the fiscal year ended December 31, 2024.

•Discussed with KPMG the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC.

•Evaluated KPMG’s qualifications, performance and independence (consistent with SEC requirements), which included the receipt and review of the written disclosures and the letter from KPMG required by applicable requirements of the PCAOB regarding KPMG’s communications with the Audit Committee concerning independence and discussions with KPMG regarding its independence.

Based on the reviews and discussions described above, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC.

Submitted by the Audit Committee of the Company’s Board of Directors

Joy Falotico (Chairperson)

Lynn Wentworth

Michael Turner

The foregoing Report of the Audit Committee shall not be deemed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, to be (i) “soliciting material” or “filed” or (ii) incorporated by reference by any general statement into any filing made by us with the SEC, except to the extent that we specifically incorporate such report by reference.

PROPOSAL 3: ADVISORY (NON-BINDING) APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

As required by Rule 14a-21 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), we are providing our stockholders with the opportunity to vote to approve, on an advisory and non-binding basis, the compensation of our named executive officers as disclosed in accordance with SEC rules in this Proxy Statement (the “Say-on-Pay Vote”). The compensation of our named executive officers as disclosed in this Proxy Statement includes the disclosure under “Executive Compensation—Compensation Discussion and Analysis,” the compensation tables and the other narrative executive compensation disclosure in this Proxy Statement, as required by SEC rules. This Say-on-Pay Vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our compensation philosophy, policies and practices, as described in this Proxy Statement.

Accordingly, the following advisory and non-binding resolution will be presented to our stockholders at the Annual Meeting:

RESOLVED, that the stockholders of the Company approve, on an advisory (non-binding) basis, the 2024 compensation payable to our named executive officers as disclosed in accordance with Securities and Exchange Commission rules in the Company’s Proxy Statement for the Company’s 2025 Annual Meeting, including the disclosure under “Executive Compensation—Compensation Discussion and Analysis,” the compensation tables and other narrative executive compensation disclosure in the Proxy Statement relating to the Company’s 2025 Annual Meeting.

This Say-on-Pay Vote is advisory and will not be binding on us, our Board or the Compensation Committee, nor will it create or imply any change in the duties of us, our Board or the Compensation Committee. However, our Board and the Compensation Committee value the opinions of our stockholders and will consider the voting results when making future decisions regarding compensation of our named executive officers. Subject to the Board’s determination after considering the advisory vote on the frequency of future Say-on-Pay Votes (see Proposal 4), we expect our next Say-on-Pay Vote will be conducted at our annual stockholders meeting in 2026.

Our Board recommends a vote “FOR” the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in accordance with SEC rules in this Proxy Statement, including the disclosure under “Executive Compensation—Compensation Discussion and Analysis,” the compensation tables and the other narrative executive compensation disclosure in this Proxy Statement.

A majority of all the votes cast on this proposal at the Annual Meeting at which a quorum is present is required for its approval. Proxies solicited by our Board will be voted “FOR” this proposal, unless otherwise instructed. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.

PROPOSAL 4: ADVISORY (NON-BINDING) APPROVAL OF THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

In accordance with the Dodd-Frank Act and Rule 14a-21 of the Exchange Act, we are providing our stockholders with the opportunity to vote to approve, on an advisory and non-binding basis, the frequency with which the Company should conduct an advisory Say-on-Pay Vote (the “Say-on-Frequency Vote”). By voting on this proposal, stockholders may indicate whether they would prefer that the Company conduct the Say-on-Pay Vote at future annual meetings every one year, every two years, or every three years. Stockholders may also abstain from the vote.

Although this Say-on-Frequency Vote is advisory and non-binding, our Board and the Compensation Committee value the opinions of our stockholders and will consider the voting results. After careful consideration, the Board believes that providing stockholders with an advisory Say-on-Pay Vote every year will be the most effective means of providing a timely, consistent and clear communication channel for stockholders to express their views on our executive compensation program, including our compensation philosophy, policies and practices. Additionally, an annual advisory Say-on-Pay Vote is consistent with our policy of seeking regular dialogue with our stockholders on corporate governance and executive compensation matters. While our Board believes that providing stockholders with a Say-on-Pay Vote every year is advisable, and therefore recommends that you approve an annual vote, the Compensation Committee and the Board will consider our stockholders’ preferences and take them into account in determining the frequency of future Say-on-Pay Votes.

Our stockholders will have the opportunity to specify one of four choices for this Say-on-Frequency Vote: (1) one year, (2) two years, (3) three years, or (4) abstain. Stockholders are not voting to approve or disapprove the Board’s recommendation; rather, stockholders are being asked to express their preference regarding the frequency of future advisory votes to approve executive compensation.

Our Board recommends a vote for “ONE YEAR”, on an advisory basis, of the frequency of future advisory votes on the compensation of our named executive officers.

The frequency that receives the vote of a majority of all votes cast on this proposal at the Annual Meeting at which a quorum is present will be considered the frequency recommended by stockholders. If no frequency (one year, two years, or three years) receives a majority vote, we will consider the frequency that receives the highest number of votes by stockholders to be the frequency that has been selected by stockholders. Proxies solicited by our Board will be voted every “ONE YEAR” for this proposal, unless otherwise instructed. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.

BOARD AND COMMITTEE MATTERS

Board of Directors

Our Board is responsible for overseeing the management of our business and affairs. Our Board conducts its business through meetings and actions taken by written consent in lieu of meetings. During the year ended December 31, 2024, our Board held 2 meetings. All of the directors then serving on our Board attended at least 75% of the aggregate meetings of our Board and of the committees of our Board on which they served during the period in which they served in 2024. Our Board’s policy, as set forth in the Corporate Governance Guidelines, is to expect the attendance by each director at all meetings of our Board and all committees on which the director sits. We do not maintain a formal policy regarding director attendance at the Annual Meeting; however, it is expected that absent compelling circumstances directors will attend.

Composition of the Board of Directors

Our Charter and Bylaws provide that our board of directors will consist of such number of directors as may from time to time be fixed by our board of directors, but may not be more than 15 or fewer than the minimum number permitted by Maryland law, which is one. So long as BGLH, Stonepeak, BentallGreenOak, Mr. Forste and Mr. Marchetti, in each case, together with their respective affiliates, continue to beneficially own a certain percentage of the total outstanding equity interests in our company, we will agree to nominate for election as our directors individuals designated by the applicable investor as specified in our Stockholders Agreement. Each director will serve until our next annual meeting of stockholders and until his or her successor is duly elected and qualifies or until the director’s earlier death, resignation or removal. For a description of our board of directors and each of BGLH’s, Stonepeak’s, BentallGreenOak’s, Mr. Forste’s and Mr. Marchetti’s right to require us to nominate its designees, see “Certain Relationships and Related Party Transactions—Other Related Party Transactions—Stockholders Agreement.”

Controlled Company Exception

Affiliates of Bay Grove continue to beneficially own shares representing more than 50% of the voting power of shares of our Common Stock eligible to vote in the election of directors. As a result, we are a “controlled company” within the meaning of The Nasdaq Stock Market LLC (“Nasdaq”) corporate governance standards and may elect not to comply with certain corporate governance standards, including that: (1) a majority of our board of directors consist of independent directors, (2) our board of directors have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) our board of directors have a nominating and corporate governance committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. Although a majority of our board of directors consists of independent directors, our compensation and nominating and corporate governance committees is not composed entirely of independent directors, and we may utilize any of these exemptions until the time we cease to be a “controlled company.” Accordingly, to the extent and for so long as we utilize these exemptions, you will not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements. In the event that we cease to be a “controlled company” and shares of our Common Stock continue to be listed on Nasdaq, we will be required to comply with these provisions within the applicable transition periods.

Director Independence

Our board of directors has determined that each of Mses. Archambeau, Falotico and Wentworth and Messrs. Carrafiell, Taylor, Turner and Wyper is an “independent director” as such term is defined by the applicable rules and regulations of Nasdaq.

Board Committees

Our board of directors has four standing committees: an Audit Committee, a Compensation Committee, an Equity Award Committee and a Nominating and Corporate Governance Committee. The principal functions of each committee are briefly described below. Additionally, our board of directors may from time to time establish other committees to facilitate the board’s oversight of management of the business and affairs of our company. The charter of each committee is available on our website at https://ir.onelineage.com under “Governance Documents” of the “Governance” tab. Our website is not part of this Proxy Statement.

Audit Committee

The principal functions of the Audit Committee are to oversee the following:

•our accounting and financial reporting processes;

•the integrity of our consolidated financial statements and financial reporting process;

•our systems of disclosure controls and procedures and internal control over financial reporting;

•our compliance with financial, legal and regulatory requirements;

•reviewing and approving or ratifying related person transactions;

•the performance of our internal audit functions; and

•our overall risk exposure and management and overseeing the management of our financial risks and information technology risks, including cybersecurity and data privacy risks.

The Audit Committee is also responsible for engaging, evaluating, compensating, and overseeing an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans for and results of the audit engagement, approving services that may be provided by the independent registered public accounting firm, including audit and non-audit services, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls. The Audit Committee also will prepare the Audit Committee report required by SEC regulations to be included in our annual report.

Our Audit Committee, which met 4 times in 2024, is currently composed of Mses. Falotico and Wentworth and Mr. Turner. Ms. Falotico serves as chair of our Audit Committee. Our board of directors has determined affirmatively that (i) each of Mses. Falotico and Wentworth and Mr. Turner qualify as an “audit committee financial expert” as such term has been defined by the SEC in Item 407(d)(5) of Regulation S-K, (ii) each member of our Audit Committee is “financially literate” as that term is defined by Nasdaq listing standards and (iii) each member of the Audit Committee meets the definition for “independence” for the purposes of serving on our Audit Committee under Nasdaq listing standards and Rule 10A-3 under the Exchange Act.

Compensation Committee

The principal functions of the Compensation Committee include:

•reviewing and approving, or recommending for approval by the board of directors, the compensation of our Chief Executive Officer and our other executive officers;

•making recommendations to the board of directors with respect to director compensation;

•reviewing and approving, or recommending for approval by the board of directors, our incentive compensation and equity-based plans and arrangements; provided that if the Compensation Committee is not comprised of at least two directors who are each a “non-employee director” under Rule 16b-3 of the Exchange Act, grants of equity-based awards to individuals who are subject to the reporting requirements of Section 16 of the Exchange Act must be approved and administered by either the board of directors or the Equity Award Committee;

•reviewing and discussing with management our compensation discussion and analysis required by SEC regulations and recommending to the board of directors that such compensation discussion and analysis be included in our annual report;

•administering our clawback policy; provided that if the Compensation Committee is not comprised of at least two directors who are each a “non-employee director” under Rule 16b-3 of the Exchange Act, any proposed recovery of equity compensation from individuals who are subject to the reporting requirements of Section 16 of the Exchange Act must be approved by either the board of directors or the Equity Award Committee;

•overseeing executive officer succession planning; and

•preparing the compensation committee report to be included in our annual report.

The Compensation Committee has the authority, in its sole discretion, to retain or obtain the advice of a compensation consultant, legal counsel or other adviser as it deems appropriate. The Compensation Committee may form and delegate authority to subcommittees consisting of one or more members when it deems appropriate.

Our Compensation Committee, which met 2 times in 2024, is currently composed of Messrs. Forste, Carrafiell, Turner and Wyper and Ms. Wentworth. Mr. Forste, one of our Co-Executive Chairman, serves as chair of our Compensation

Committee and participates in the deliberations of the Compensation Committee in determining director and executive compensation. Our board of directors has determined affirmatively that Messrs. Carrafiell, Turner and Wyper and Ms. Wentworth meet the definition for “independence” for the purpose of serving on our Compensation Committee under applicable rules of Nasdaq and Mr. Turner and Ms. Wentworth meet the definition of a “non-employee director” for the purpose of serving on our Compensation Committee under Rule 16b-3 of the Exchange Act.

Compensation Consultants

In accordance with its authority under its charter, the Compensation Committee has engaged the services of Pay Governance LLC (“Pay Governance”) as its independent outside compensation consultant. As requested by the Compensation Committee, in 2024, Pay Governance’s services to the Compensation Committee included:

•Advising the Compensation Committee on director and executive compensation trends and regulatory developments.

•Assisting in the review and establishment of our executive officer and director compensation;

•Assisting with the design of our executive compensation structure, including both short and long-term incentive programs;

•Development of a peer group of companies for determining competitive compensation rates; and

•Assisting in the development of executive severance arrangements.

All executive compensation services provided by Pay Governance during 2024 were conducted under the direction or authority of the Compensation Committee, and all work performed by Pay Governance was approved by the Compensation Committee or the Compensation Committee of Lineage Holdings. Neither Pay Governance nor any of its affiliates maintains any other direct or indirect business relationships with us or any of our subsidiaries. The Compensation Committee evaluated whether any work provided by Pay Governance raised any conflict of interest for services performed during 2024 and determined that it did not.

Additionally, during 2024, Pay Governance did not provide any services to us other than regarding executive, employee and director compensation and broad-based plans that do not discriminate in scope, terms, or operation in favor of our executive officers or directors, and that are available generally to all salaried employees.

Equity Award Committee

The principal functions of the Equity Award Committee include:

•approving, upon recommendation from the Compensation Committee, and administering grants of equity-based awards to individuals subject to the provisions of Section 16 of the Exchange Act;

•reviewing and approving redemptions of our equity securities held by individuals and entities subject to the provisions of Section 16 of the Exchange Act;

•reviewing and approving repurchases of our and our subsidiaries’ equity securities from, and issuances of our and our subsidiaries’ equity securities to, individuals and entities subject to the provisions of Section 16 of the Exchange Act; and

•reviewing and approving any proposed recovery of equity compensation pursuant to our clawback policy from any individual subject to the provisions of Section 16 of the Exchange Act.

The Equity Award Committee has the authority, in its sole discretion, to retain or obtain the advice of a compensation consultant, legal counsel or other adviser as it deems appropriate. Our Equity Award Committee, which met 1 time in 2024, is currently composed of Ms. Wentworth and Mr. Turner. Ms. Wentworth serves as chair of our Equity Award Committee. Our board of directors has determined affirmatively that each member of the Equity Award Committee meets the definition for “independence” for the purpose of serving on a compensation committee under applicable rules of Nasdaq and meets the definition of a “non-employee director” under Rule 16b-3 of the Exchange Act.

Nominating and Corporate Governance Committee

The principal functions of the Nominating and Corporate Governance Committee include:

•identifying individuals qualified to become members of our board of directors consistent with the stockholders agreement and criteria approved by our board of directors;

•reviewing director independence, experience and expertise and making recommendations to our board of directors;

•reviewing the committee structure of the board of directors and recommending directors to serve as members of each committee of the board of directors;

•periodically reviewing our board of directors’ leadership structure and recommending any proposed changes to our board of directors;

•developing and recommending to the board of directors a set of corporate governance guidelines applicable to us and, from time to time as it deems appropriate, reviewing such guidelines and recommending changes to the board of directors for approval as necessary; and

•overseeing the self-evaluations of the board of directors.

Our Nominating and Corporate Governance Committee, which met 2 times in 2024, is currently composed of Messrs. Forste and Marchetti and Ms. Archambeau. Mr. Marchetti serves as chair of our Nominating and Corporate Governance Committee. Our board of directors has determined affirmatively that Ms. Archambeau meets the definition of independence under Nasdaq listing standards.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves, or in the past has served, as a member of the board of directors or Compensation Committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our board of directors or our Compensation Committee. Mr. Forste, a member of our Compensation Committee, is our Co-Executive Chairman.

COMPENSATION OF DIRECTORS

Director Compensation

2024 Director Compensation

Pre-IPO Director Compensation at Lineage Holdings

Pursuant to our director compensation program for the first quarter of 2024, eligible directors of Lineage Holdings received the following cash retainers and additional quarterly fees:

•Quarterly Cash Retainer: $25,000

•Audit Committee Chair: $6,250

•Audit Committee Non-Chair Member: $3,750

•Compensation Committee Non-Chair Member: $2,500

Pursuant to our director compensation program for the second quarter of 2024, eligible directors of Lineage Holdings received the following cash retainers and additional quarterly fees:

•Quarterly Cash Retainer: $30,000

•Audit Committee Chair: $7,500

•Audit Committee Non-Chair Member: $3,750

•Compensation Committee Non-Chair Member: $3,750

IPO Awards

Upon the completion of our IPO, we granted an aggregate of 8,226 RSU awards under the 2024 Plan (as defined below) to certain of our Eligible Directors (as defined below) in the amounts set forth below. These awards vested in full on April 1, 2025, subject to the director’s continued service through the vesting date.


Name			RSU Awards (#)
Shellye Archambeu			2,632
Joy Falotico			1,152
Michael Turner			2,632
Lynn Wentworth			1,810

Post-IPO Non-Employee Director Compensation Program

In connection with our IPO, we approved and implemented a compensation program (the “Director Compensation Program”) for our non-employee directors (other than directors designated by Stonepeak or BentallGreenOak) (each, an “Eligible Director”) that consists of annual cash retainer fees and a long-term equity awards. An “Eligible Director” does not include any executive director or Executive Chairman. The material terms of the Director Compensation Program for 2024 are summarized below.

For 2024, the Director Compensation Program consisted of the following components for Eligible Directors:

Cash Compensation

•Annual Retainer: $120,000

•Annual Committee Chair Retainers:

◦Audit Committee: $30,000

◦Compensation Committee: $25,000

◦Corporate Governance/Nominating Committee: $20,000

◦Investment Committee: $25,000

◦Other Committees: $25,000

•Annual Non-Chair Committee Member Retainers:

◦Audit Committee: $15,000

◦Compensation Committee: $15,000

◦Corporate Governance/Nominating Committee: $10,000

◦Investment Committee: $10,000

◦Other Committees: $10,000

Annual cash retainers are paid in quarterly installments in advance and are pro-rated for any partial calendar quarter of service. In addition, under the Director Compensation Program, we reimburse all of our directors for any out-of-pocket business expenses incurred by them in connection with their board service, up to $30,000 annually.

Equity Compensation

•Initial Award: Each Eligible Director who is initially elected or appointed to serve on the Board following completion of our IPO will be granted an award of RSUs at the time of the election or appointment with a value of approximately $200,000. Each initial grant will vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next annual meeting following the grant date, subject to the director’s continued service through the applicable vesting date. Initial grants to Eligible Directors who are elected or appointed other than at an annual meeting of our stockholders will be pro-rated.

•Annual Award: Each Eligible Director who is serving on the Board as of the date of each annual meeting of the company’s stockholders beginning in 2025 will be granted, on such annual meeting date, an award of RSUs with a value of approximately $200,000, which will vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next annual meeting following the grant date, subject to the director’s continued service through the applicable vesting date.

Compensation under the Director Compensation Program is subject to the annual limits on non-employee director compensation set forth in the 2024 Plan.

2024 Director Compensation Table

The following table sets forth compensation paid to or earned by our non-employee directors during the year ended December 31, 2024. None of Mr. Forste, Mr. Marchetti, Mr. Carrafiell, Mr. Taylor nor Mr. Wyper received any compensation for their services as a member of our board in 2024. In addition, Mr. Lehmkuhl, our President and Chief Executive Officer, is not included in the table below because he did not receive any additional compensation for his service

on our board. Mr. Lehmkuhl’s compensation for his services as President and Chief Executive Officer is described under “Executive Compensation” below.


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	All Other Compensation ($)	Total ($)
Shellye Archambeau (2)	95,000	218,140	—	313,140
Joy Falotico (2)	137,500	95,478	—	232,978
Michael Turner (2) (3)	101,875	218,140	—	320,015
Lynn Wentworth (2) (3)	160,938	150,013	—	310,951

(1)Amounts reflect the full grant-date fair value of awards of RSUs granted during 2024 computed in accordance with ASC Topic 718.

(2)Amounts include the compensation earned by Mses. Archambeau, Falotico, and Wentworth and Mr. Turner for their service on the board of directors of Lineage Holdings prior to our IPO, as described above, as well as the compensation earned by eligible non-employee directors for their service on the board of directors of Lineage following our IPO, as described above.

(3)Amounts reflect pro-rated compensation earned by Ms. Wentworth and Mr. Turner in exchange for their service on the equity award committee that was formed at the time of our IPO.

As of December 31, 2024, our non-employee directors held the aggregate numbers of unvested BGLH Restricted Units (as defined below) and RSUs set forth in the table below. None of Mr. Forste, Mr. Marchetti, Mr. Carrafiell, Mr. Taylor nor Mr. Wyper held any unvested BGLH Restricted Units or RSUs as of December 31, 2024.


Name	BGLH Restricted Units (#)	RSU Awards (#)
Shellye Archambeau	—	2,632
Joy Falotico	—	1,152
Michael Turner	—	2,632
Lynn Wentworth	—	1,810

Messrs. Forste and Marchetti, each of whom served on the board of directors of Lineage, Inc., received distributions from Bay Grove, BGLH and/or their respective affiliates and/or our affiliates in respect of their direct and indirect ownership interests in such entities and in respect of the services agreement. See “Certain Relationships and Related Party Transactions.” Such amounts are distributions in respect of Messrs. Forste’s and Marchetti’s equity ownership interests in such entities and are not considered compensation paid by us.

CORPORATE GOVERNANCE

Corporate Governance Profile

We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance structure include the following:

•our board of directors is not classified and each of our directors is be subject to election annually, and our charter provides that we may not elect to be subject to the provision of the Maryland General Corporation Law (“MGCL”) that would permit us to classify our Board, unless we receive prior approval from stockholders;

•we have a lead independent director;

•a majority of our board of directors consists of independent directors;

•we have a fully independent audit committee and independent director representation on our compensation and nominating and corporate governance committees, and our independent directors meet regularly in executive sessions without the presence of our corporate officers or non-independent directors;

•at least one of our directors qualifies as an “audit committee financial expert” by applicable SEC regulations and all members of the audit committee are financially literate in accordance with Nasdaq listing standards;

•we have opted out of the business combination and control share acquisition statutes in the MGCL;

•we do not have a stockholder rights plan, and we will not adopt a stockholder rights plan in the future without (i) the approval of our stockholders or (ii) seeking ratification from our stockholders within 12 months of adoption of the plan if our board of directors determines, in the exercise of its duties under applicable law, that it is in our best interest to adopt a rights plan without the delay of seeking prior stockholder approval;

•we have adopted a stock ownership policy that requires each non-employee director, the chief executive officer and each other named executive officer to own a certain amount of specified equity interests in our company; and

•our bylaws provide that our stockholders may alter or repeal any provision of our bylaws and adopt new bylaws if any such alteration, repeal or adoption is approved by the affirmative vote of a majority of the votes entitled to be cast on the matter.

Our directors stay informed about our business by attending meetings of our board of directors and the committees on which they serve and through supplemental reports and communications.

Board Leadership Structure

Our Corporate Governance Guidelines provide our independent directors the flexibility to elect a lead director if the chairperson or co-executive chairperson of the board of directors is a member of management or does not otherwise qualify as independent. Since our Co-Executive Chairmen, Mr. Forste and Mr. Marchetti, are members of management, Ms. Wentworth has been elected to serve as our lead independent director. Our Board believes that having a lead independent director is in our best interest. The responsibilities of our lead independent director include (i) presiding over all meetings of the Board at which the neither Co-Executive Chairman is present, including any executive sessions of the independent directors, (ii) approving the board of directors’ meeting schedules and agendas and (iii) acting as the liaison between the independent directors and the Chief Executive Officer and the Co-Executive Chairmen of the Board.

Our board of directors and our Nominating and Corporate Governance Committee will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Risk Oversight

One of the key functions of our Board is informed oversight of our risk management process. Our Board is responsible for overseeing this oversight function directly, with support from its four standing committees, the Audit Committee, Compensation Committee, Equity Award Committee and Nominating and Corporate Governance Committee, each of which addresses risks specific to their respective areas of oversight as described under “Board and Committee Matters” above. Our Board and its standing committees also receive reports from management on matters considered to enable our Board and each committee to understand and discuss risk identification and risk management.

Our Board has generally delegated the cybersecurity risk oversight function to the Audit Committee. The Audit Committee monitors the design and implementation of our cybersecurity risk management program. The Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity. Audit Committee members also receive presentations on cybersecurity topics as part of the Board’s continuing education on topics that impact public companies.

The Board believes that the composition of its committees, and the distribution of the particular expertise of each committee’s members, makes this an appropriate structure to monitor effectively such risks.

Code of Conduct

Our board of directors has adopted a Code of Conduct that applies to our directors, officers and employees. Among other matters, our Code of Conduct is designed to deter wrongdoing and to promote:

•honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

•full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;

•compliance with applicable governmental laws, rules and regulations;

•prompt internal reporting of violations of the code to appropriate persons identified in the Code of Conduct;

•accountability for adherence to the code of conduct;

•the protection of the company’s legitimate business interests, including its assets and corporate opportunities; and

•confidentiality of information entrusted to directors, officers and employees by our company and our customers.

Any waiver of the Code of Conduct for our directors or executive officers must be approved by a majority of our independent directors, and any such waiver shall be promptly disclosed as required by law and Nasdaq regulations. The Code of Conduct is available on our website at https://ir.onelineage.com under “Governance Documents” of the “Governance” tab. Our website is not part of this Proxy Statement. We will also provide the Code of Conduct, free of charge, to stockholders who request it. Requests should be directed to our Corporate Secretary at Lineage, Inc., 46500 Humboldt Drive, Novi, Michigan 48377.

Corporate Governance Guidelines

Our board of directors has adopted Corporate Governance Guidelines that address significant issues of corporate governance and set forth procedures by which our Board carries out its responsibilities. Among the areas addressed by the Corporate Governance Guidelines are independence of our Board, separate sessions of independent directors, director orientation and continuing education, director responsibilities, compensation, board access to senior management and independent advisors, self-evaluation of our Board and committees, director attendance, standing committees and succession planning. The Corporate Governance Guidelines are available on our website at https://ir.onelineage.com under “Governance Documents” of the “Governance” tab. Our website is not part of this Proxy Statement.

Director Independence

The Corporate Governance Guidelines provide that, except as otherwise provided by the applicable Nasdaq rules, a majority of the directors serving on our Board must be independent as required under the Nasdaq rules. Our board of directors has determined that each of Mses. Archambeau, Falotico and Wentworth and Messrs. Carrafiell, Taylor, Turner and Wyper is an “independent director” as such term is defined by the applicable rules and regulations of Nasdaq. See “Board and Committee Matters—Composition of the Board of Directors” and “Board and Committee Matters—Controlled Company Exception.”

Identification of Director Candidates

In accordance with its written charter, the Nominating and Corporate Governance Committee is responsible for recommending director candidates to our Board for consideration as nominees to stand for election at our annual meetings of stockholders. Director candidates are recommended for nomination for election as directors in accordance with the procedures set forth in the written charter of the Nominating and Corporate Governance Committee.

Pursuant to the Stockholders Agreement, we are required to nominate for election as directors at any meeting of our stockholders individuals designated by certain of our stockholders, subject to certain conditions. For additional information, see “Certain Relationships and Related Party Transactions—Other Related Party Transactions—Stockholders Agreement.”

We seek highly qualified director candidates with a high level of personal and professional integrity, strong ethics and values and the ability to make mature business judgments. The Nominating and Corporate Governance Committee may also consider experience in corporate management; experience as a board member of another publicly held company; professional and academic experience relevant to the Company’s industry; strength of leadership skills; experience in finance and accounting and executive compensation practices; whether the candidate has the time required for preparation, participation, and attendance at Board meetings and committee meetings, if applicable; and geographic background, gender, age and ethnicity.

The Nominating and Corporate Governance Committee routinely maintains a list of potential director candidates and skill sets required by our Board. Upon determining the need for additional or replacement Board members, the Nominating and Corporate Governance Committee will assess potential director candidates included on the list as well as other appropriate potential director candidates based upon information it receives regarding such potential candidates or otherwise possesses, which assessment may be supplemented by additional inquiries. In conducting this assessment, the Nominating and Corporate Governance Committee will consider knowledge, experience, skills, background and such other factors as it deems appropriate in light of our current needs and those of our Board. The Nominating and Corporate Governance Committee may seek input on such director candidates from other directors, including the Chairperson of our Board and our Chief Executive Officer, and recommend director candidates to our Board for nomination. The Nominating and Corporate Governance Committee does not solicit director nominations, but it will consider recommendations by stockholders with respect to elections to be held at an annual meeting of stockholders. The Nominating and Corporate Governance Committee will evaluate nominees recommended by stockholders against the same criteria that it uses to evaluate other nominees. The Nominating and Corporate Governance Committee may, in its sole discretion, engage one or more search firms or other consultants, experts or professionals to assist in, among other things, identifying director candidates or gathering information regarding the background and experience of director candidates. If the Nominating and Corporate Governance Committee engages any such third party, the Nominating and Corporate Governance Committee will have sole authority to approve any fees or terms of retention relating to these services.

Stock Ownership Policy

Our board of directors has adopted a Stock Ownership Policy for our non-employee directors, executive officers, and such other highly compensated individuals as may be designated to participate by the Compensation Committee. The Stock Ownership Policy requires (a) our Chief Executive Officer to maintain beneficial ownership of a number of Company Securities (as defined in the Stock Ownership Policy) having a value equal to or greater than six times their annual base salary, (b) our Chief Operating Officer and Chief Financial Officer to maintain beneficial ownership of a number of Company Securities having a value equal to or greater than four times their annual base salary, (c) other executive officers to maintain beneficial ownership of a number of Company Securities having a value equal to or greater than three times their annual base salary and (d) our non-employee directors to maintain beneficial ownership of a number of Company Securities having a value equal to or greater than five times their annual cash retainer, not including committee membership or chairmanship retainers. Participants are required to comply with the Stock Ownership Policy no later than July 24, 2029 or, if later, the fifth anniversary of his or her appointment as an executive officer, director, or designation as a participant.

Policy on Insider Trading

Our Board has adopted an Insider Trading Policy which governs the purchase, sale and/or other disposition of our securities by our directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and Nasdaq rules. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024.

Hedging and Speculative Trading

Our Board has adopted, as part of our insider trading policy, prohibitions against our officers, directors and employees, including any entities controlled by individuals subject to the insider trading policy, from engaging in transactions of a speculative nature involving our securities at any time, including, but not limited to, the purchase or sale of options and short sales of our securities. In addition, such persons are prohibited from engaging in certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, margin purchases of our securities, and pledging our securities as collateral to secure loans.

Personal Loans to Executive Officers and Directors

We comply with, and operate in a manner consistent with, applicable law prohibiting extensions of credit in the form of personal loans to or for the benefit of our directors and executive officers.

Communications with the Board of Directors by Stockholders and Other Interested Persons

Any stockholder or other interested party who would like to communicate with the independent members of the Board or the chairperson of any of the committees of the Board should send such communications to the attention of our Corporate Secretary at our office at 46500 Humboldt Drive, Novi, Michigan 48377. Each communication received will be reviewed to determine whether the communication requires immediate action. All appropriate communications received, or a summary of such communications, will be sent to the appropriate member(s) of our Board. However, we reserve the right to disregard any communication we determine is unduly hostile, threatening or illegal; does not reasonably relate to us or our business; or is similarly inappropriate. Our Corporate Secretary, or his or her delegate, has the authority to disregard any inappropriate communications or to take other appropriate actions with respect to any such inappropriate communications.

Executive Sessions of Independent Directors

Our independent directors meet in executive sessions typically following each regularly scheduled meeting of our Board, but in any event not less than twice per year. These executive sessions of our Board are presided over by the Lead Independent Director or another of the independent directors selected on an ad-hoc basis.

INFORMATION REGARDING OUR EXECUTIVE OFFICERS

Our Co-Executive Chairmen are Adam Forste and Kevin Marchetti, our President and Chief Executive Officer is Greg Lehmkuhl. For Messrs. Forste’s, Marchetti’s and Lehmkuhl’s biographies, please see “Proposal 1: Election of Directors—Information Regarding the Nominees for Election as Directors.” The following information is furnished as of April 28, 2025 regarding our other executive officers and certain of our senior officers.


Name	Age	Position
Robert Crisci	49	Chief Financial Officer
Jeffrey Rivera	52	Global Chief Operations Officer
Sudarsan Thattai	51	Chief Information Officer and Chief Transformation Officer
Sean Vanderelzen	53	Chief Human Resources Officer and President – Europe
Natalie Matsler	49	Chief Legal Officer and Corporate Secretary
Timothy Smith	60	Chief Commercial Officer
Brian McGowan	51	Chief Network Optimization Officer
Gregory Bryan	61	Chief Integrated Solutions Officer
Abigail Fleming	43	Chief Accounting Officer

Executive Officers

Robert Crisci. Robert Crisci has served as our Chief Financial Officer since April 2023. Prior to joining Lineage, Mr. Crisci served in various financial and executive leadership positions at Roper Technologies (NYSE: ROP) from April 2013 to February 2023, in which he helped lead the growth of the company’s market capitalization from $12 billion to over $45 billion. He served as Roper’s Chief Financial Officer from May 2017 to February 2023. Mr. Crisci worked at VRA Partners, a boutique investment bank, from 2012 to April 2013 and Morgan Keegan & Co. Inc., which was subsequently acquired by Raymond James Financial Inc., from 2010 to 2012, where he advised on capital raising and merger and acquisitions transactions. He also served as vice president at Devon Value Advisers from 2004 to 2009 where he worked on various engagements including buy and sell side transaction advisory, recapitalizations, and strategic acquisitions. Prior to working at Devon Value Advisors, Mr. Crisci worked as a consultant at Deloitte & Touche LLP. Mr. Crisci currently serves on the board of directors of MasterBrand Cabinets, Inc. He received his A.B. in Economics from Princeton University and an M.B.A. from Columbia Business School.

Jeffrey Rivera. Jeffrey Rivera has served as our Global Chief Operations Officer since August 2016. Prior to that, he served as Senior Vice President of Operations since July 2015. Prior to joining Lineage, he served in various leadership positions at Con-Way Freight, Inc. Menlo Logistics and General Motors (NYSE: GM). Mr. Rivera currently serves as the board vice president of the Coalition of Temporary Shelters Detroit and serves on the board of Kem Krest. Mr. Rivera received a B.S. in Mechanical Engineering from Michigan Technical University and a M.S. in Manufacturing Systems from Stanford University.

Sudarsan Thattai. Sudarsan Thattai has served as our Chief Information Officer and Chief Transformation Officer since February 2013. Prior to joining Lineage, he served as Senior Vice President of IT Services at UTi Worldwide Inc. and has held technology leadership positions at Cisco Systems and DFS Group. Mr. Thattai received a B.Sc in Computer Science and a M.Sc in Management Information Technology from University of Sunderland.

Sean Vanderelzen. Sean Vanderelzen has served as our Chief Human Resources Officer since March 2016 and our President - Europe since January 2025. Prior to March 2016, he served as our Vice President Human Resources. Prior to joining Lineage, he held a variety of leadership positions at General Motors. Mr. Vanderelzen currently serves on the board and as a member of the compensation committee of the Global Cold Chain Alliance and serves on the board and as a the chair of the private company committee of the HR Policy Association. Mr. Vanderelzen received a bachelor’s degree in Management and Human Relations from Trevecca Nazarene University.

Natalie Matsler. Natalie Matsler has served as our Chief Legal Officer and Corporate Secretary since May 2022. Ms. Matsler rejoined Lineage from McCourt Partners, a private investment platform, where she was a member of the executive

team from April 2021 to May 2022 and successfully led several projects in real estate development featuring green technology and resilient design. Ms. Matsler originally joined Lineage in 2014, serving in several legal leadership roles, including Senior Vice President and Deputy General Counsel, through April 2021. Ms. Matsler began her legal career at Latham & Watkins LLP and continued on to Downey Savings and Loan Association and U.S. Bank. Ms. Matsler holds a bachelor’s degree from the University of California at Los Angeles and her J.D. from the University of California at Los Angeles School of Law.

Timothy Smith. Timothy Smith has served as our Chief Commercial Officer since February 2022. Prior to that, he served as our Executive Vice President of Sales and Business Development since January 2011. Prior to joining Lineage, he served in various management positions at Millard Refrigerated Services, CHEP and The Hershey Company. Mr. Smith received a bachelor’s degree from St. Lawrence University and an M.B.A. from Stetson University.

Brian McGowan. Brian McGowan has served as our Chief Network Optimization Officer since May 2022. Previously, he served as our President Eastern US Operations and Executive Vice President, Continuous Improvement since September 2019 and our Senior Vice President of Lean since July 2015. Prior to joining Lineage, Mr. McGowan served as Vice President of Lean for Con-Way Freight and held leadership positions at Menlo Worldwide and the Ford Motor Company. He holds a bachelor’s degree and an M.B.A. from Wayne State University.

Gregory Bryan. Gregory Bryan has served as our Chief Integrated Solutions Officer since June 2023. Prior to that, he served as our President of Global Logistics since November 2022 and our Executive Vice President of Logistics since January 2016. Prior to joining Lineage, Mr. Bryan served as Senior Vice President of Operations for C&S Wholesale Grocers and held transportation leadership positions at Americold Logistics and Ryder Integrated Solutions. He holds a bachelor’s degree and a Master of Business Administration from Pennsylvania State University.

Abigail Fleming. Abigail Fleming has served as our Chief Accounting Officer and Senior Vice President since January 2024. Prior to joining Lineage, Ms. Fleming served as Vice President and Chief Accounting Officer for Visteon Corporation, a global automotive supplier, from August 2020 to January 2024. She also served as Executive Director and Assistant Controller of Tenneco Inc. (formerly Federal-Mogul, LLC) from March 2017 to August 2020, and Director, Capital Markets and Accounting Advisory Services at PricewaterhouseCoopers LLP from March 2015 to March 2017. Ms. Fleming began her career at PricewaterhouseCoopers LLP in August 2004 and is a certified public accountant. She holds a bachelor’s degree from Albion College and a M.S. in accounting from Western Michigan University.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

General

In this Compensation Discussion and Analysis, we provide an overview and analysis of the compensation awarded to or earned by our named executive officers identified in the Summary Compensation Table below (each, an “NEO”) during 2024, including the elements of our compensation program for NEOs, material compensation decisions made under that program for 2024 and the material factors considered in making those decisions. Our NEOs for the year ended December 31, 2024 are:

•Greg Lehmkuhl, President and Chief Executive Officer;

•Rob Crisci, Chief Financial Officer;

•Sudarsan Thattai, Chief Information Officer and Chief Transformation Officer;

•Jeffrey Rivera, Global Chief Operations Officer; and

•Tim Smith, Chief Commercial Officer.

Compensation Governance and Best Practices

We are committed to having strong governance standards with respect to our compensation programs, procedures and practices. Our key compensation practices that were in place during 2024 include the following:

What We Do

What We Do Not Do

✓

Emphasize performance-based, at risk compensation.

Do not grant uncapped cash incentives.

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Emphasize the use of equity compensation to promote executive retention and reward long-term value creation.

Do not provide single-trigger payments or benefits upon a change in control.

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Weight the overall pay mix towards incentive compensation for senior executives.

Do not guarantee annual salary or target bonus increases.

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Engage an independent compensation consultant to advise our compensation committee.

Do not maintain defined benefit pension plans or supplemental executive retirement plans.

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Maintain stock ownership guidelines.

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Maintain a clawback policy for recovery of erroneously awarded compensation.

Stockholder Advisory Vote on Executive Compensation

At this 2025 annual meeting of stockholders, we are asking our stockholders to vote, on a non-binding, advisory basis, to approve the compensation of our NEOs and with respect to the frequency in which we will conduct our future Say-on-Pay Votes.

Executive Compensation Objectives and Philosophy

The key objective of our executive compensation program is to attract, motivate, and retain valued leaders who create an inclusive and diverse environment and have the skills and experience necessary to successfully execute on our strategic plan to maximize shareholder value. The fundamental elements and core principals of our executive compensation program are as follows:

•Paying for performance is our central compensation tenet: Reinforce pay-for-performance and individual accountability through the grant of performance-based cash and equity-based award opportunities.

•Provide a total pay program that is competitive in terms of level and design: In combination with the above, align with market on vesting periods that encourage our top talent to stay with our company long term. This supports our investment in talent specifically trained to run our unique business.

•Our compensation supports the attainment of key business, strategic and human capital goals aimed at driving long-term shareholder value: The components of our compensation program are specifically designed to support each driver of our business. We have compensation elements supporting progress toward annual strategic priorities and strong long-term stockholder return.

•Emphasize alignment across our business by tailoring compensation to reflect organization level and impact to the business with greater focus on variable/performance-based compensation at higher levels.

We strive to be market competitive on all elements of compensation, with significant upside for strong individual and company performance. In addition, we factor in an executive’s experience, performance, scope of position and the competitive demand for proven executive talent, as described further below under “—Determination of Executive Compensation.”

Determination of Executive Compensation

Role of Compensation Committee

Our compensation committee is responsible for establishing and overseeing our executive compensation programs and annually reviews and determines the compensation to be provided to our Chief Executive Officer and our other NEOs, except with respect to equity compensation awards which are determined by either the full board of directors or by action of our equity award committee, consisting of two “non-employee directors” (within the meaning of Rule 16b-3 of the Exchange Act).

In setting executive compensation, the compensation committee considers a number of factors, including the recommendations of our Chief Executive Officer (other than with respect to his own compensation), current and past total compensation, competitive market data and analysis provided by the compensation committee’s independent compensation consultant, company performance and each executive’s impact on performance, each executive’s relative scope of responsibility and potential, each executive’s individual performance and demonstrated leadership, and internal equity pay considerations.

Role of Compensation Consultant

In order to design a competitive executive compensation program that will continue to attract top executive talent and reflect our compensation philosophy, our compensation committee has retained Pay Governance as an independent compensation consultant to provide executive compensation advisory services, help evaluate our compensation philosophy and objectives and provide guidance in administering our executive compensation program.

Role of the CEO

At the end of each performance year, our Chief Executive Officer assesses the contributions of each executive officer and recommends to our compensation committee the compensation to be awarded based on numerous factors, future contributions, leadership abilities, external market competitiveness, internal pay comparisons, retention risk and other factors deemed relevant. The compensation committee considers this information and makes final compensation determinations for our executive officers. Our Chief Executive Officer does not participate in any deliberations regarding his own compensation.

Use of Comparative Market Data

Use of Market Data

The compensation committee periodically examines pay practices and pay data for a peer group of 16 companies as a source of market data to better understand the competitiveness of our compensation program and its various elements. Specifically, we review the range of market compensation between the 25th and 75th percentiles of our peer group as well as compensation survey data to develop an understanding of market pay levels for each position.

The external market data reviewed for our 2024 executive compensation program included peer group proxy data and broad industry-comparative compensation surveys. The compensation committee reviews the composition of the peer group on an annual basis and considers the following criteria:

•Industries that attract and retain similar talent;

•Global presence and brand recognition;

•Organizational complexity;

•Comparable size based on annual revenue, market capitalization, Adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”), and number of team members; and

•High-growth profile.

Based on the above, the peer group used for assessing 2024 compensation levels for our NEOs was as follows:

Americold Realty Trust, Inc.

C.H. Robinson Worldwide, Inc.

Conagra Brands, Inc.

Digital Realty Trust, Inc.

Equinix, Inc.

Extra Space Storage Inc.

Hilton Worldwide Holdings Inc.

Hyatt Hotels Corporation

J.B. Hunt Transport Services, Inc.

Kellanova

Norfolk Southern Corporation

Old Dominion Freight Line, Inc.

Prologis, Inc.

Public Storage

Simon Property Group, Inc.

US Foods Holding Corp.

For 2024, the compensation committee removed four companies that were in the 2023 peer group due to merger and acquisition activity, differences in business model, company size and/or in order to better balance the peer group in terms of industry representation. Specifically, the four companies removed were Expeditors International of Washington, Ryder Systems, Yum Brands and XPO Inc. The compensation committee added four similarly-sized REITs with global operations, including: Digital Realty Trust, Inc., Equinix, Inc., Prologis, Inc., and Public Storage.

The compensation committee reviewed the total compensation of our company’s executives relative to compensation of comparable positions among the peer companies but did not set 2024 executive compensation levels at a specific target percentile within the peer group or any other comparator group. The compensation committee does not establish compensation levels solely based on a review of competitive data, and also considers a number of other factors, including: company performance relative to our stakeholder priorities, each executive’s impact and criticality to our strategy and mission, relative scope of responsibility and potential, individual performance and demonstrated leadership, and internal equity pay considerations. 2024 NEO total compensation levels varied by individual within the peer group range and were in the upper quartile for each NEO in recognition of the experience and caliber of our executive management team, company performance relative to our stakeholder priorities, each executive’s impact and criticality to our strategy and mission, relative scope of responsibility and potential, individual performance and demonstrated leadership, and internal equity pay considerations.

Elements of Compensation

Pay Mix

In establishing an appropriate mix of fixed and variable pay to reward and retain our NEOs, we consider company-wide and individual performance. The compensation committee balances the importance of meeting our short-term business

goals with the need to create shareholder value and drive growth over the long-term. Our compensation framework heavily weights variable compensation to reward achievements against pre-established, quantifiable financial performance objectives and individual strategic performance objectives.

The primary components of our executive compensation program and the purposes of each are set forth below:


Pay Component			Purpose

Base Salary			•To recognize an executive’s immediate contribution to the organization • To compensate for assuming a significant level of responsibility • To provide financial stability • To be market competitive

Short-Term Incentives			•To reinforce the optimization of operating results throughout the year • To pay for performance and reinforce individual accountability •To reinforce the achievement of Lineage’s goals • To drive shareholder value •To ensure both short and long-term goals of the company are met via compensation elements

Long-Term Incentives			•To hold executives accountable for long-term decisions •To reinforce collaboration between key leaders throughout the organization for long-term goals •To retain key talent over the long term • To share success with stockholders •To build executive stock ownership and shareholder value •To be competitive in the markets where we compete for executive talent

Benefits			•To provide competitive employee benefit packages in order to attract and retain highly qualified personnel •To avoid materially different approaches to benefit strategy among executive and non-executive populations • To be cost effective through shared expense with executives • To be tax-effective

Base Salary

The base salaries of our NEOs are an important part of their total compensation package and are intended to reflect their respective positions, duties and responsibilities. The base salary levels of our NEOs are intended to position each individual’s base salary competitively in the labor market in which we compete for talent, as well as to reflect additional considerations set forth above under “—Determination of Executive Compensation.” Our NEOs’ 2024 base salaries are set forth below:


Name	2024 Annual Base Salary
Greg Lehmkuhl	$	1,200,000
Rob Crisci	$	700,000
Sudarsan Thattai	$	650,000
Jeffrey Rivera	$	660,000
Timothy Smith	$	550,000

Mr. Thattai’s annual base salary was increased from $630,000 to $650,000 and Mr. Smith’s annual base salary was increased from $525,000 to $550,000, respectively, effective as of June 2, 2024, in order to reflect the considerations set forth above under “—Determination of Executive Compensation.”

Cash Incentive Compensation

2024 Annual Bonus Program

Our short-term cash incentive plan has been designed to attract and retain key talent and reward executives based on performance against key financial and strategic priorities.

Each NEO is eligible to receive an annual performance-based cash bonus based on a specified target annual bonus award amount, expressed as a percentage of the NEO’s base salary. In 2024, each of our NEOs participated in our annual cash incentive bonus program at the following target percentages of base salary:


Name	Target Bonus as a Percentage of Base Salary
Greg Lehmkuhl	175	%
Rob Crisci	125	%
Sudarsan Thattai	100	%
Jeffrey Rivera	125	%
Timothy Smith	100	%

Mr. Rivera’s target annual bonus was increased from 110% to 125% of his annual base salary, effective as of January 1, 2024, in order to reflect the considerations set forth above under “—Determination of Executive Compensation.”

The annual bonus program for each of our NEOs includes the following two primary components:

(i)Company overall financial performance, measured by Management Adjusted EBITDA (as defined below), weighted at 70%; and

(ii)Individual performance objectives, as set forth below for each NEO, weighted at 30%.

Company Performance Objective—Management Adjusted EBITDA

Seventy percent of each NEO’s annual cash bonus is based on the extent to which the Management Adjusted EBITDA objective is achieved. The following table provides threshold, target and maximum targets for the Management Adjusted EBITDA objective and provides actual 2024 results and achievement as a percentage of target. For the Management Adjusted EBITDA objective, Mr. Lehmkuhl receives a 0% payout at or below threshold performance, a 100% payout of target at target performance, and a 200% payout of target at maximum performance. Each NEO other than Mr. Lehmkuhl receives a 0% payout below threshold performance, a 20% payout of target at threshold performance, a 100% payout of target at target performance, and a 200% payout of target at maximum performance. For all NEOs, the payout for performance between percentages is interpolated on a straight-line basis.


Financial Objective	Threshold (0% Payout for CEO; 20% Payout for other NEOs)(1)	Target (100% Payout)(1)	Maximum (200% Payout)(1)	Result(1)	Achievement	Payout - CEO (% of Target)	Payout - Non-CEO NEOs (% of Target)
Management Adjusted EBITDA	$1,309.0	$1,400.0	$1,491.0	$1,342.3	95.9%	36.9%	49.5%

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(1)Amounts in millions.

Management Adjusted EBITDA is calculated as Adjusted EBITDA with additional adjustments to exclude current year acquisitions, dispositions, closed operations, annual bonus program expense, other certain one-time items (both favorable and unfavorable), and/or fees paid to Bay Grove in accordance with the terms of the operating services agreement, as determined by the Compensation Committee. In addition, Management Adjustment EBITDA is not adjusted for our share of EBITDA related to certain joint ventures or the allocation of our consolidated EBITDA attributable to noncontrolling

interests. For 2024, Management Adjusted EBITDA was calculated as Adjusted EBITDA with adjustments to account for approximately $13 million of lost profits resulting from warehouse fires. For a reconciliation of Adjusted EBITDA to net income, see Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, section Non-GAAP Financial Measures on pages 83-87 of our Annual Report on Form 10-K for the year ended December 31, 2024.

Individual Performance Objectives

Thirty percent of each NEO’s annual cash bonus is based on achievement of individual performance objectives. The individual performance objectives vary by NEO depending on their specific responsibilities, and payout percentages at threshold (where applicable) and maximum performance varied by objective. For each NEO other than Mr. Lehmkuhl, the payout for performance between threshold and target and between target and maximum is interpolated on a straight-line basis and performance below threshold results in a 0% payout for the individual performance objectives. Mr. Lehmkuhl’s individual performance objectives are not subject to a threshold, and payout is interpolated on a straight-line basis between 0% performance (corresponding to a 0% payout) and target and between target and maximum.

The following is a summary of each of our NEOs’ individual objectives for 2024:

•Mr. Lehmkuhl’s individual objectives included goals relating to our company’s return on assets (66.67% of individual objectives) and company mergers and acquisitions (33.33% of individual objectives).

•Mr. Crisci’s individual objectives included goals relating to the talent and structure of the finance department, forecasting and investor guidance, long term financial planning and communication with investors and stakeholders (weightings per goal each 25% of individual objectives).

•Mr. Thattai’s individual objectives included operational, strategic, customer and budget goals relating to our company’s global business, including the deployment of operating systems, warehouse system conversions and core-strategic customer facing technology products, as well as goals relating to liquidity event delivery and long term planning (weightings per goal between 10% and 20% of individual objectives).

•Mr. Rivera’s individual objectives included goals relating to capital projects, forecasting, reduction of employee turnover, customer experience, budget and other operational goals (weightings per goal between 5% and 25% of individual objectives).

•Mr. Smith’s individual objectives included goals relating to customer experience, process improvement, pricing, new business development, economic occupancy and capital deployment (weightings per goal between 5% and 20% of individual objectives).

Following the end of 2024, our compensation committee reviewed and evaluated the performance of each NEO and determined the extent to which the NEO satisfied his individual performance objectives. The compensation committee consulted with Mr. Lehmkuhl regarding each other NEO’s performance with respect to such NEO’s individual objectives.

2024 Annual Incentive Payouts

The following table summarizes each NEO’s 2024 annual incentive plan objectives described above, including the applicable weighting, achievement as a percentage of target performance, payout percentage and payout amount.


Name	Objective	Weighting	Achievement	Payout (% of Target Bonus)	Payout

Greg Lehmkuhl	Management Adjusted EBITDA	70%	95.9%	36.9%	$	542,769
	Individual Performance Objectives	30%	115%	105.6%	$	665,000
		Total			$	1,207,769
Rob Crisci	Management Adjusted EBITDA	70%	95.9%	49.5%	$	303,433
	Individual Performance Objectives	30%	121%	121%	$	317,625
		Total			$	621,058
Sudarsan Thattai	Management Adjusted EBITDA	70%	95.9%	49.5%	$	222,507
	Individual Performance Objectives	30%	90%	90%	$	173,243
		Total			$	395,750
Jeffrey Rivera	Management Adjusted EBITDA	70%	95.9%	49.5%	$	286,094
	Individual Performance Objectives	30%	139%	139%	$	344,025
		Total			$	630,119
Timothy Smith	Management Adjusted EBITDA	70%	95.9%	49.5%	$	187,105
	Individual Performance Objectives	30%	81%	81%	$	131,110
		Total			$	318,215

2025 Annual Incentive Program

On March 18, 2025, the compensation committee approved the company’s 2025 annual bonus program (the “2025 Bonus Program”) for the company’s NEOs. Under the 2025 Bonus Program, our NEOs will be eligible to receive annual bonus opportunities in the form of cash and performance-vesting RSUs (“PRSUs”) that vest and become payable based on the attainment of individual and/or company performance goals. In connection with the approval of the 2025 Bonus Program, on March 18, 2025, the equity award committee of our board of directors approved the grant of PRSUs to our NEOs under the 2025 Bonus Program. On April 17, 2025, the compensation committee approved, and the company entered into, an amended and restated employment agreements with each of Mr. Lehmkuhl and Mr. Crisci, and the compensation committee adopted and approved an amended and restated Severance Plan, in each case in order to reflect the 2025 Bonus Program.

Equity-Based Long-Term Incentive Awards

We view equity-based compensation as a critical component of our balanced total compensation program. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns the interest of executives with those of our stockholders.

SEC Form DEF 14A filed by Lineage Inc.