Item 5.02: Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of a Director
On February 25, 2021, upon the recommendation of the Nominating/Corporate
Governance Committee, the Board of Directors (the "Board") elected Marcus Smith
to serve as a director of First Industrial Realty Trust, Inc. (the "Company")
until the Company's 2021 annual meeting of stockholders and appointed Mr. Smith
to serve on the Investment Committee and the Nominating/Corporate Governance
Committee of the Board. Effective upon his appointment, Mr. Smith became
eligible to receive the standard compensation provided by the Company to its
other non-employee directors, as most recently disclosed in the Company's proxy
statement for its 2020 annual meeting of stockholders.
2021 Employee Bonus Plan
On February 25, 2021, the Board ratified criteria proposed by its Compensation
Committee to be used in establishing an incentive bonus pool from which awards
may be granted to the Company's employees, including its chief executive officer
and certain other senior executive officers, under the Company's incentive
compensation plan (the "2021 Employee Bonus Plan"). Awards under the 2021
Employee Bonus Plan will be based on certain identified thresholds of four
performance categories. The categories are (i) funds from operations ("FFO") per
share (using the NAREIT definition), as FFO may be adjusted by the Compensation
Committee in its discretion to exclude the effects of changes in accounting
policy and certain extraordinary items, (ii) same store net operating income
("SS NOI") growth, (iii) fixed charge coverage ratio and (iv) discretionary
objectives (based on financial and non-financial goals determined by the
Company's chief executive officer). The Compensation Committee has assigned
weighting factors to each of the performance categories, such that performance
in certain categories will have a more pronounced impact on the bonus pool under
the 2021 Employee Bonus Plan than will performance in other categories. The
Compensation Committee has assigned a 50% weighting factor to the FFO per share
category, a 25% weighting factor to the SS NOI growth category, a 10% weighting
factor to the fixed charge coverage ratio category and a 15% weighting factor to
the discretionary objectives category.
The Compensation Committee has also established performance targets and
thresholds relating to each performance category. Achievement of specified
thresholds with respect to each performance category will result in an increase
in the incentive pool from which awards may be granted under the 2021 Employee
Bonus Plan. Achievement by the Company of specifically identified levels of
performance with respect to each performance category will result in funding of
the incentive pool for the 2021 Employee Bonus Plan of 0%, 25%, 50%, 75%, 100%
or 125%, respectively, of the bonus opportunity associated with that performance
category. Should performance fall between two identified payout levels, the
resulting compensation that may be earned for such performance will be prorated
based on linear interpolation.
Item 7.01: Regulation FD Disclosure.
On February 25, 2021, the Company issued a press release with respect to the
election of Mr. Smith as a director of the Company. A copy of the press release
is attached and incorporated by reference as Exhibit 99.1.
The information furnished in this report under this Item 7.01, including Exhibit
99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, except as shall be
expressly set forth by specific reference to such filing.

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Item 9.01. Financial Statements and Exhibits.


  (d) Exhibits. The following exhibits are filed herewith:
Exhibit No.              Description

       99.1                First Industrial Realty Trust, Inc. Press Release dated February 25,
                         2021

       104               Cover Page Interactive Data File (embedded within the Inline XBRL document)

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