Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosures controls and procedures were effective as of December 31, 2024 at a reasonable assurance level. Such disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosures.
Remediation of Material Weakness in Internal Control over Financial Reporting
As previously reported in our Prospectus, in connection with its audit of our consolidated financial statements for the year ended December 31, 2023, our independent registered public accounting firm identified a material weakness in internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. The identified material weakness had risen from our failure to timely complete our risk assessment and design, implement and/or effectively operate controls for a sufficient period of time.
To effectively address the identified material weakness, we took proactive steps to bolster our internal capabilities by hiring additional personnel with specialized expertise. Furthermore, we also engaged third-party specialists who brought in-depth knowledge and experience to supplement our internal efforts. This multi-faceted approach enabled us to strengthen our internal controls, and enhance our risk management processes. As a result of the remediation activities, as of December 31, 2024 the material weakness has been remediated.
Changes in Internal Control over Financial Reporting
Other than remediation efforts described above, there have been no changes in our internal control over financial reporting identified during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).
Management’s Annual Report on Internal Control over Financial Reporting
This Annual Report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the company's registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.
Item 9B. Other Information
None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the period ended December 31, 2024, as such terms are defined under Item 408(a) of Regulation S-K. Additionally, we did not adopt or terminate a Rule 10b5–1 trading arrangement during the period ended December 31, 2024.
2025 Annual Meeting of Stockholders
Our board of directors established June 18, 2025 as the date of our 2025 annual meeting of stockholders (the “2025 Annual Meeting”). The time and location of the 2025 Annual Meeting will be specified in the Company’s proxy statement for the 2025 Annual Meeting.
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In accordance with Rule 14a-8 under the Exchange Act, stockholder proposals intended to be presented at the 2025 Annual Meeting and included in our 2025 proxy materials must be sent in writing, by certified mail, return receipt requested, to us at our principal office, addressed to our corporate secretary, and must be received by us no later than a reasonable time before we begin to print and mail the proxy materials for the 2025 Annual Meeting. Accordingly, our board of directors has fixed the new deadline for submission of proposals to be included in our 2025 proxy statement as March 8, 2025.
In order for a stockholder proposal submitted outside of Rule 14a-8 to be considered at our 2025 Annual Meeting, the proposal must contain the information required by our bylaws and be received by us in accordance with our bylaws. Pursuant to our current bylaws, stockholder proposals made outside of Rule 14a-8 under the Exchange Act must be delivered between the 150th day prior to the date of the 2025 Annual Meeting and the later of (i) the 120th day prior to the day of the 2025 Annual Meeting or (ii) the tenth day following the date on which public announcement of the date of the 2025 Annual Meeting is first made. Accordingly, the deadline for shareholder proposals submitted outside of Rule 14a-8 is March 8, 2025.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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Part III
Item 10. Directors, Executive Officers and Corporate Governance
The following table sets forth certain information concerning the Lineage, Inc. directors and executive officers as of the time of this Annual Report:
Name Age Position Principal Employment
Adam Forste 47 Co-Executive Chairman Co-Executive Chairman of Lineage, Inc.
Kevin Marchetti 47 Co-Executive Chairman Co-Executive Chairman of Lineage, Inc.
Greg Lehmkuhl 52 President, Chief Executive Officer, and Director President and Chief Executive Officer at Lineage, Inc.
Robert Crisci 49 Chief Financial Officer Chief Financial Officer at Lineage, Inc.
Jeffrey Rivera 52 Global Chief Operations Officer Global Chief Operations Officer at Lineage, Inc.
Sudarsan Thattai 51 Chief Information Officer and Chief Transformation Officer Chief Information Officer and Chief Transformation Officer at Lineage, Inc.
Sean Vanderelzen 52 Chief Human Resources Officer and President – Europe Chief Human Resources Officer and President – Europe at Lineage, Inc.
Natalie Matsler 49 Chief Legal Officer and Corporate Secretary Chief Legal Officer and Corporate Secretary at Lineage, Inc.
Timothy Smith 59 Chief Commercial Officer Chief Commercial Officer at Lineage, Inc.
Brian McGowan 51 Chief Network Optimization Officer Chief Network Optimization Officer at Lineage, Inc.
Gregory Bryan 61 Chief Integrated Solutions Officer Chief Integrated Solutions Officer at Lineage, Inc.
Abigail Fleming 43 Chief Accounting Officer Chief Accounting Officer at Lineage, Inc.
Shellye Archambeau 62 Director Retired
John Carrafiell 59 Director Co-Chief Executive Officer of BentallGreenOak
Joy Falotico 57 Director Retired
Luke Taylor 47 Director Co-President at Stonepeak
Michael Turner 52 Director Co-Founder and Chief Executive Officer at Superkey Inc.
Lynn Wentworth 66 Director Retired
James Wyper 35 Director Senior Managing Director, Global Head of Transportation & Logistics at Stonepeak
The other information required by Item 10 is incorporated by reference to our 2025 Proxy Statement, which will be filed with the SEC no later than 120 days after December 31, 2024.
Item 11. Executive Compensation
The information required by Item 11 is incorporated by reference to our 2025 Proxy Statement, which will be filed with the SEC no later than 120 days after December 31, 2024.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
The information required by Item 12 is incorporated by reference to our 2025 Proxy Statement, which will be filed with the SEC no later than 120 days after December 31, 2024.
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Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 is incorporated by reference to our 2025 Proxy Statement, which will be filed with the SEC no later than 120 days after December 31, 2024.
Item 14. Principal Accountant Fees and Services
The information required by Item 14 is incorporated by reference to our 2025 Proxy Statement, which will be filed with the SEC no later than 120 days after December 31, 2024.
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Part IV
Item 15. Exhibits and Financial Statement Schedules
Exhibit No. Description
3.1 Articles of Amendment and Restatement of Lineage, Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (File No. 333-280997), filed on July 25, 2024)
3.2 Amended and Restated Bylaws of Lineage, Inc. (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 (File No. 333-280997), filed on July 25, 2024)
4.1 Form of Common Stock Certificate of Lineage, Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-11 (File No. 333-280470), confidentially submitted on May 3, 2024)
4.2 Description of Capital Stock
10.1 Agreement of Limited Partnership of Lineage OP, LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on July 26, 2024)
10.2 Unit Designation – Legacy Units of Lineage OP, LP (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on July 26, 2024)
10.3 Ninth Amended and Restated Operating Agreement of Lineage Logistics Holdings, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on July 26, 2024)
10.4† Form of Restrictive Covenants Agreement between Lineage, Inc. and each of Adam Forste and Kevin Marchetti (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-11 (File No. 333-280470), filed on June 26, 2024)
10.5† Amended and Restated 2024 Incentive Award Plan (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-11 (File No. 333-280470), filed on June 26, 2024)
10.6† Form of Performance LTIP Unit Agreement (Amended and Restated 2024 Incentive Award Plan) (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-11 (File No. 333-280470), filed on July 16, 2024)
10.7† Form of Time-Based LTIP Unit Agreement (Amended and Restated 2024 Incentive Award Plan) (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-11 (File No. 333-280470), filed on June 26, 2024)
10.8† Form of Performance RSU Agreement (Amended and Restated 2024 Incentive Award Plan) (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-11 (File No. 333-280470), filed on July 16, 2024)
10.9† Form of Time-Based RSU Agreement (Amended and Restated 2024 Incentive Award Plan) (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-11 (File No. 333-280470), filed on June 26, 2024)
10.10† Form of Stock Payment Agreement (Amended and Restated 2024 Incentive Award Plan) (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-11 (File No. 333-280470), filed on June 26, 2024)
10.11† Director Form of Time-Based RSU Agreement (Amended and Restated 2024 Incentive Award Plan) (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-11 (File No. 333-280470), filed on June 26, 2024)
10.12† Executive Severance Plan (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-11 (File No. 333-280470), filed on June 26, 2024)
10.13† Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-11 (File No. 333-280470), filed on June 26, 2024)
10.14† Amended and Restated Employment Agreement by and between Lineage, Inc., Lineage Logistics Services, LLC, Lineage Logistics Holdings, LLC and Greg Lehmkuhl (incorporated by reference to Exhibit 10.16 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed on August 21, 2024)
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10.15† Amended and Restated Employment Agreement by and between Lineage, Inc., Lineage Logistics Services, LLC, Lineage Logistics Holdings, LLC and Rob Crisci (incorporated by reference to Exhibit 10.17 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed on August 21, 2024)
10.16 Transition Services Agreement, dated July 24, 2024, between Lineage Logistics Holdings, LLC and Bay Grove Management Company, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on July 26, 2024)
10.17 Stockholders Agreement, dated July 24, 2024, among Lineage, Inc. and the investors party thereto (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed on July 26, 2024)
10.18 Registration Rights Agreement, dated July 24, 2024, between Lineage, Inc. and BG Lineage Holdings, LLC (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed on July 26, 2024)
10.19 Registration Rights Agreement, dated July 24, 2024, among Lineage, Inc., Adam Forste, Kevin Marchetti and the other holders party thereto (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed on July 26, 2024)
10.20 Put Option Agreement, dated July 24, 2024, among Lineage, Inc., Lineage OP, LP, Lineage Logistics Holdings, LLC and BG Lineage Holdings, LLC (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K, filed on July 26, 2024)
10.21 Expense Reimbursement and Indemnification Agreement, dated July 24, 2024 (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K, filed on July 26, 2024)
10.22 First Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of June 25, 2024, among Lineage Logistics, LLC, Lineage Logistics Holdings, LLC, Lineage OP, LLC, Lineage, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and lenders named therein (incorporated by reference to Exhibit 10.40 to the Company’s Registration Statement on Form S-11 (File No. 333-280470), filed on July 16, 2024)
10.23 Second Amendment, Joinder Agreement and Release dated as of September 19, 2024 to Note Purchase Agreement dated as of August 20, 2021 among the Company, Lineage Logistics, LLC, Lineage Treasury Europe B.V., Lineage Logistics Holdings, LLC, each other Obligor Affiliate signatory thereto and the Purchasers signatory thereto (incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K , filed on September 23, 2024)
10.24 First Amendment, Joinder Agreement and Release dated as of September 19, 2024 to Note Purchase Agreement dated as of August 15, 2022 among the Company, Lineage Logistics, LLC, Lineage Treasury Europe B.V., Lineage Logistics Holdings, LLC, each other Obligor Affiliate signatory thereto and the Purchasers signatory thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on September 23, 2024)
10.25† International Long-Term Assignment Letter, dated December 10, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 11, 2024)
10.26† First Amendment to Lineage, Inc. Executive Severance Plan Participation Agreement by and between Lineage, Inc. and Sean Vanderelzen, dated December 10, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 11, 2024)
19.1 Lineage, Inc. Policy for Recovery of Erroneously Awarded Compensation
21.1 List of subsidiaries of Lineage, Inc.
31.1** Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2** Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1** Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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32.2** Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1 Lineage, Inc. Insider Trading Compliance Policy and Procedures
101 The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 is formatted in iXBRL (“eXtensible Business Reporting Language”): (i) consolidated balance sheets, (ii) consolidated statements of operations and comprehensive income (loss), (iii) consolidated statements of redeemable noncontrolling interests and equity, (iv) consolidated statements of cash flows and (v) the notes to consolidated financial statements.
104 Cover Page Interactive Data File (embedded within the iXBRL document).
† Indicates management contract or compensatory plan.
** Furnished herewith. The certifications attached as Exhibits 32.1 and 32.2 to this Annual Report are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date of this Annual Report, irrespective of any general incorporation language contained in such filing.
Item 16. Form 10-K Summary
None.
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Lineage, Inc.
(Registrant)
February 26, 2025 /s/ Abigail Fleming
Date (Signature)
Abigail Fleming
Chief Accounting Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Greg Lehmkuhl Chief Executive Officer and Director (Principal Executive Officer) February 26, 2025
Greg Lehmkuhl
/s/ Robert Crisci Chief Financial Officer (Principal Financial Officer) February 26, 2025
Robert Crisci
/s/ Abigail Fleming Chief Accounting Officer (Principal Accounting Officer) February 26, 2025
Abigail Fleming
/s/ Adam Forste Co-Executive Chairman February 26, 2025
Adam Forste
/s/ Kevin Marchetti Co-Executive Chairman February 26, 2025
Kevin Marchetti
/s/ Shellye Archambeau Director February 26, 2025
Shellye Archambeau
/s/ John Carrafiell Director February 26, 2025
John Carrafiell
/s/ Joy Falotico Director February 26, 2025
Joy Falotico
/s/ Luke Taylor Director February 26, 2025
Luke Taylor
/s/ Michael Turner Director February 26, 2025
Michael Turner
/s/ Lynn Wentworth Director February 26, 2025
Lynn Wentworth
/s/ James Wyper Director February 26, 2025
James Wyper
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