UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

FIRST INDUSTRIAL REALTY TRUST, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

☐   Fee paid previously with preliminary materials.

☐   Check box if any part of the fee is offset as provided by Exchange Act Rule0-11 (a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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2) Form, Schedule or Registration Statement No.:

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4) Date Filed:

FIRST INDUSTRIAL REALTY TRUST, INC.

311 SouthOne North Wacker Drive

Suite 39004200

Chicago, Illinois 60606

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 11, 20176, 2020

NOTICE IS HEREBY GIVEN that the 20172020 Annual Meeting of Stockholders (the “Annual Meeting”) of First Industrial Realty Trust, Inc. (the “Company”) will be held on Thursday,Wednesday, May 11, 20176, 2020 at 9:00 a.m. Due to the impact of the coronavirus(COVID-19) outbreak, this year’s annual meeting will be a virtual meeting held over the Internet to facilitate stockholder participation while maintaining the safety of our directors, management and stockholders.

You will be able to attend and participate in the 2Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.meetingcenter.io/277035927. If you have any questions regarding the new format of the meeting, please contact Arthur J. Harmon, the Company’s Vice President of Investor Relations and Marketing, at (312)344-4320.^nd Floor Conference Center, 311 South Wacker Drive, Chicago, Illinois 60606 for

At our annual meeting, we will ask you to consider and vote upon the following purposes:proposals:

1.        To elect seveneight directors to the Board of Directors to serve until the 20182021 Annual Meeting of Stockholders, and until their successors are duly elected and qualified;

2.        To approve an amendment to the Company’s 2014 Stock Incentive Plan that would increase the number of available shares that may be issued under the plan;

2.3.        To approve, on an advisory (i.e.non-binding) basis, the compensation of the Company’s named executive officers as disclosed in this Proxy Statement;

3. To indicate, on an advisory (i.e.non-binding) basis, the frequency with which the Company’s stockholders would like to cast an advisory vote on the compensation of the Company’s named executive officers;

4. To approve Articles of Amendment to the Company’s charter to increase the number of authorized shares of the Company’s common stock, $.01 par value per share;

5.        To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017;2020; and

6.5.        To consider and act upon any other matters that may properly be brought before the Annual Meeting and at any adjournments or postponements thereof.

Any action may be taken on the foregoing matters at the Annual Meeting on the date specified above, or on any date or dates to which, by original or later adjournment, the Annual Meeting may be adjourned, or to which the Annual Meeting may be postponed.

The Board of Directors has fixed the close of business on March 20, 201712, 2020 as the record date for the Annual Meeting. Only stockholders of record of the Company’s common stock at the close of business on that date will be entitled to notice of and to vote at the Annual Meeting and at any adjournments or postponements thereof.

YouYour shares cannot be voted unless they are requestedrepresented by proxy or by the record holder attending the Annual Meeting via webcast. Whether or not you plan to fillattend the Annual Meeting via webcast, please submit your proxy by mail, telephone or over the Internet by following the instructions provided in and sign the enclosed Proxy Card, which is being solicited byproxy statement to ensure that your shares are represented at the Annual Meeting. If you hold your shares in “street name” through an intermediary, such as a bank or broker, you must register in advance using the instructions provided in the enclosed proxy statement.

By Order of the Board of Directors, and to mail it promptly in the enclosed postage-prepaid envelope. Any proxy may be revoked by delivery of a later dated proxy. Stockholders of record who attend the Annual Meeting may vote in person, even if they have previously delivered a signed proxy. “Street name” stockholders who wish to vote in person will need to obtain a duly executed proxy form from the institution that holds their shares prior to the Annual Meeting.

Jennifer Matthews Rice

General Counsel and Secretary

Chicago, Illinois

April 10, 20177, 2020

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO VIRTUALLY ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURNAUTHORIZE YOUR PROXY ON THE ENCLOSEDINTERNET, BY TELEPHONE OR BY MAIL AS SOON AS POSSIBLE. YOUR PROXY CARD INAUTHORIZATION WILL ENSURE YOUR REPRESENTATION AT THE POSTAGE-PREPAID ENVELOPE PROVIDED.ANNUAL MEETING REGARDLESS OF WHETHER YOU ATTEND THE ANNUAL MEETING VIA WEBCAST ON MAY 6, 2020.

FIRST INDUSTRIAL REALTY TRUST, INC.

311 SouthOne North Wacker Drive

Suite 39004200

Chicago, Illinois 60606

PROXY STATEMENT

FOR THE 20172020 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 11, 20176, 2020

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of First Industrial Realty Trust, Inc. (“First Industrial” or the “Company”) for use at the 20172020 Annual Meeting of Stockholders of the Company to be held on Thursday,Wednesday, May 11, 2017,6, 2020, and at any adjournments or postponements thereof (the “Annual Meeting”). Due to the impact of the coronavirus(COVID-19) outbreak, this year’s annual meeting will be a virtual meeting held over the Internet. The meeting will convene at 9:00 a.m. Central Time on May 6, 2020.

At the Annual Meeting, stockholders will be asked to votevote: (i) to elect seveneight directors to the Board of Directors to serve until the 20182021 Annual Meeting of Stockholders, and until their successors are duly elected and qualified,qualified; (ii) to approve the amendment to the Company’s 2014 Stock Incentive Plan attached to this Proxy Statement asAppendix A, which would increase the number of available shares that may be issued under the plan; (iii) to approve, on an advisory (i.e.non-binding) basis, the compensation of the Company’s named executive officers as disclosed in this Proxy Statement, (iii) to indicate, on an advisory (i.e.non-binding) basis, the frequency with which the Company’s stockholders would like to cast an advisory vote on the compensation of the Company’s named executive officers,Statement; (iv) to approve Articles of Amendment to the Company’s Articles of Incorporation (as amended to date, the “Charter”) to increase the number of authorized shares of the Company’s common stock, $.01 par value per share (the “Common Stock”), (v) to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current fiscal year and (vi)(v) to act on any other matters properly brought before them.

This Proxy Statement and the accompanying Notice of Annual Meeting and Proxy Card are first being sent to stockholders on or about April 10, 2017.7, 2020. The Board of Directors has fixed the close of business on March 20, 201712, 2020 as the record date for the Annual Meeting (the “Record Date”). Only stockholders of record of our Common Stock at the close of business on the Record Date will be entitled to notice of and to vote at the Annual Meeting. As of the Record Date, there were 117,274,432127,194,462 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. Holders of Common Stock outstanding as of the close of business on the Record Date will be entitled to one vote for each share held by them on each matter presented to the stockholders at the Annual Meeting.

The presence, in person by attending the Annual Meeting via webcast or by proxy, of holders of at least a majority of the total number of outstanding shares of Common Stock entitled to vote is necessary to constitute a quorum for the transaction of business at the Annual Meeting. The affirmative vote of the holders of a majority of the votes cast with a quorum present at the Annual Meeting is required: (i) for the election of directors; (ii) for the approval of the amendment to the Company’s 2014 Stock Incentive Plan described in Proposal 2; (iii) for the approval, on an advisory basis, of the compensation of our named executive officers and (iv) for the ratification of the appointment of the Company’s independent registered public accounting firm. Abstentions will not be counted as votes cast, and accordingly will have no effect on any of the proposals presented in this Proxy Statement.

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HOW TO ATTEND THE VIRTUAL ANNUAL MEETING

Due to the impact of the coronavirus(COVID-19) outbreak, this year’s annual meeting will be a virtual meeting held over the Internet. You will be able to attend the Annual Meeting, vote and submit questions during the Annual Meeting via a live webcast by visiting www.meetingcenter.io/277035927. The password for the meeting is FR2020. You will need your15-digit control number included on your proxy card in order to attend the meeting.

You may attend the virtual Annual Meeting if you are a stockholder of record, a proxy of a stockholder of record, or a beneficial owner of our common stock with evidence of ownership. If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare Inc. (“Computershare”)), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received. If you hold your shares in “street name” through an intermediary, such as a bank or broker, you are invited to attend the annual meeting as the beneficial owner of your shares, but because are not the stockholder of record with respect to your shares you must register in advance to attend the Annual Meeting virtually on the Internet by submitting proof of your proxy power (legal proxy) reflecting your First Industrial holdings along with your name and email address to Computershare. Requests for registration from “street name” stockholders must be labeled as “Legal Proxy” and be received no later than 4:00 PM CT on May 1, 2020. You will receive a confirmation of your registration by email after we receive your registration materials.

“Street name” stockholders should direct requests for registration as follows:

If you wish to attend the Annual Meeting via webcast at a location provided by us, we intend to air the webcast at our offices located at One North Wacker, Suite 4200, Chicago, Illinois 60606 for any stockholders who request to participate in the virtual meeting in this manner. Please note that no members of management and no members of our Board of Directors will be present at this location. If you wish to attend the Annual Meeting via webcast at this location, you will need to complete the Reservation Request Form included asAppendix B to this Proxy Statement. In the event we are unable to provide access to our office for the Annual Meeting due to public health or other safety measures due to the coronavirus(COVID-19) outbreak, we will provide notice of an alternative location to all stockholders that timely deliver a completed Reservation Request Form.

HOW TO VOTE YOUR SHARES

Your vote is important. Your shares can be voted at the Annual Meeting only if (i) you are present in person by attending the virtual Annual Meeting via webcast and you vote your shares electronically at such meeting, as described in this Proxy Statement, or (ii) you are represented by proxy. Even if you plan to attend the Annual Meeting via webcast, we urge you to authorize your proxy in advance (i) electronically by going to www.investorvote.com/FR and following the instructions described on your proxy card, (ii) by calling the toll-free number (for residents of the United States and Canada) listed on your proxy card or (iii) by mail. Please have your proxy card in hand when going online or calling.If you authorize your proxy electronically through the website or by telephone, you do not need to return your proxy card.

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“Street name” stockholders who have received this Proxy Statement from their bank, broker or other nominee should have received instructions for directing how that bank, broker or nominee should vote such stockholder’s shares. It will be the bank’s, broker’s or other nominee’s responsibility to vote the stockholder’s shares for the stockholder in the manner directed. The stockholder must complete, execute and return the voting instruction form in the envelope provided by the broker. “Street name” stockholders who desire to vote electronically at the Annual Meeting must obtain a “legal proxy” from the bank, broker or other nominee that holds such stockholder’s shares in order to vote such shares electronically at the Annual Meeting. “Street name” stockholders will need to contact their bank, broker or other nominee to obtain a legal proxy.

Stockholders of the Company are requested to complete, sign, date and promptly returnauthorize their proxy on the accompanying Proxy Card in the enclosed postage-prepaid envelope.Internet, by telephone or by mail as soon as possible. Shares represented by a properly executed Proxy Cardauthorized proxy received prior to the vote at the Annual Meeting and not revoked will be voted at the Annual Meeting as directed onby the Proxy Card.stockholder’s proxy authorization. If a properly executed Proxy Cardproxy authorization is submitted and no instructions are given, the persons designated as proxy holders onin the Proxy Cardproxy authorization will votevote: (i) FOR the election of the seveneight nominees for director named in this Proxy Statement,Statement; (ii) FOR the approval of the amendment to the Company’s 2014 Stock Incentive Plan described in Proposal 2; (iii) FOR the approval, on an advisory basis, of the compensation of our named executive officers, (iii) to indicate, on an advisory basis, that the stockholder vote on executive compensation should be held EACH YEAR,officers; (iv) FOR the approval of Articles of Amendment to the Company’s Charter to increase the number of authorized shares of Common Stock, (v) FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current fiscal year and (vi)(v) in their own discretion with respect to any other business that may properly come before the stockholders at the Annual Meeting or at any adjournments or postponements thereof. We have not received notice of any matters other than those set forth in this Proxy Statement and, accordingly, it is not anticipated that any other matters will be presented at the Annual Meeting.

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PROXY STATEMENT

The presence, in person or by proxy, of holders of at least a majority of the total number of outstanding shares of Common Stock entitled to vote is necessary to constitute a quorum for the transaction of business at the Annual Meeting. The affirmative vote of the holders of a majority of the votes cast with a quorum present at the Annual Meeting is required (i) for the election of directors, (ii) for the approval, on an advisory basis, of the compensation of our named executive officers, (iii) to indicate, on an advisory basis, the frequency with which the Company’s stockholders would like to cast an advisory vote on the compensation of the Company’s named executive officers and (iv) for the ratification of the appointment of the Company’s independent registered public accounting firm. The affirmative vote of the holders oftwo-thirds of the votes entitled to be cast with a quorum present at the Annual Meeting is required for the approval of the proposed Articles of Amendment to the Company’s Charter. Abstentions will not be counted as votes cast but will be counted as entitled to vote, and accordingly, will only have effect on Proposal 4 for which they will effectively be treated as votes against.

A stockholder of record may revoke a proxy at any time before it has been exercised by filing a written revocation with the Secretary of the Company at the address of the Company set forth above, by filingauthorizing a duly executed proxy bearing a later date,again on the Internet or by appearingtelephone (only the latest Internet or telephone proxy will be counted) as described above, properly executing and delivering a later-dated proxy card by mail, or by participating in, person and voting by ballotelectronically at, the Annual Meeting. Any stockholder of record as of the Record Date attending the Annual Meeting may vote in personelectronically whether or not a proxy has been previously given, but the presenceparticipation (without further action) of a stockholder at the Annual Meeting will not constitute revocation of a previously given proxy. “Street name” stockholders who wish to vote in personelectronically during the Annual Meeting will need to obtain a duly executed proxy form from the institution that holds their shares prior to the Annual Meeting.

Appendix B to this Proxy Statement contains the Company’s 2016 Annual Report, including the Company’s financial statements for the fiscal year ended December 31, 2016 and certain other information required by the rules and regulations of the Securities and Exchange Commission (the “SEC”). However, the Company’s 2016 Annual Report is not part of the proxy solicitation material. See “Other Matters — Incorporation by Reference” herein.

BROKERNON-VOTES

Stockholders of the Company who have received this Proxy Statement from their broker or other fiduciary should have received instructions for directing how that broker or fiduciary should vote the stockholder’s shares. It will be the broker’s or fiduciary’s responsibility to vote the stockholder’s shares for the stockholder in the manner directed. The stockholder must complete, execute and return the voting instruction form in the envelope provided by the broker.

Under the rules of the New York Stock Exchange (the “NYSE”), brokers generally may vote on routine matters, such as the ratification of an independent public accounting firm, but may not vote onnon-routine matters unless they have received voting instructions from the person for whom they are holding shares. If there is anon-routine matter presented to stockholders at a meeting and the stockholder’s bank, broker or fiduciaryother nominee does not receive instructions from the stockholder on how to vote on that matter, the bank, broker or fiduciaryother nominee will return the Proxy Card to the Company, indicating that he or she does not have the authority to vote on that matter. This is generally referred to as a “brokernon-vote” and may affect the outcome of the voting on those matters, as discussed below.

The proposalsproposal described in this Proxy Statement for the approval of the amendment to the Company’s Charter and the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2017 are2020 is considered a routine mattersmatter under the NYSE rules. Each of the other proposals is considered anon-routine matter under NYSE rules and could result in brokernon-votes. Brokernon-votes will not be counted as votes cast and, accordingly, will have no effect on the result of the vote for thesenon-routine matters. However, brokernon-votes will be counted for quorum purposes. We therefore encourage stockholders to provide directions to their broker as to how the stockholder wants their shares voted on all matters to be brought before the Annual Meeting. The stockholder should do this by carefully following the instructions the broker gives the stockholder concerning its procedures. This ensures that the stockholder’s shares will be voted at the meeting.

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PROXY STATEMENT

PROPOSAL 1

ELECTION OF DIRECTORS

Pursuant to the Company’s Charter, the maximum number of members allowed to serve on the Company’s Board of Directors is twelve. The Board of Directors of the Company currently consists of seveneight seats. Each of the directors is serving for a term of one year and until hissuch director’s successor is duly elected and qualified. The Company’s Nominating/Corporate Governance Committee identifies and recommends individuals for service on the Board of Directors, and the Board of Directors then either approves or rejects in whole all of such nominees.

The Board of Directors has nominated Peter E. Baccile, Teresa Bryce Bazemore, Matthew S. Dominski, Bruce W. Duncan, H. Patrick Hackett, Jr., Denise A. Olsen, John Rau and L. Peter Sharpe and W. Ed Tyler to serve as directors (the “Nominees”). All of the Nominees, other than Teresa Bryce Bazemore, are currently serving as directors of the Company. Each of the Nominees has consented to be named as a nominee in this Proxy Statement. The Board of Directors anticipates that each of the Nominees will serve as a director if elected. However, if any person nominated by the Board of Directors is unable to accept election, the proxies will vote for the election of such other person or persons as the Board of Directors may recommend. Assuming each of the Nominees is elected to serve, the below tables highlight the experience of our Board of Directors.

Director Tenure

The Board of Directors recommends a vote FOR each of the Nominees.

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INFORMATION REGARDING THE NOMINEES

The following biographical descriptions set forth certain information with respect to the seveneight Nominees for election as directors and certain executive officers, based on information furnished to the Company by such persons. The following information is as of the Record Date unless otherwise specified.

Mr. Baccile, 54, has served as President of the Company since September 2016 and assumed the CEO and assumed the Chief Executive Officer position from Bruce Duncan in December 2016. He brings more than 30 years of management, real estate and financial expertise to the Company. Prior to joining the Company, he served as Joint Global Head of the Real Estate, Lodging and Leisure Group within UBS Securities, LLC’s investment banking division from June 2012 to September 2016. Prior to that, Mr. Baccile served in various senior leadership roles during his26-year tenure at J.P. Morgan. Most recently, he was Vice Chairman of J.P. Morgan Securities Inc. He also served asCo-Head of the General Industries Investment Banking Coverage Group which encompassed Real Estate, Lodging, Gaming, Diversified Industrials, Paper Packing and Building Products, and Transportation. Before that he served as Global Head of J.P. Morgan’s Real Estate, Lodging and Gaming Investment Banking group for 10 years. Mr. Baccile is a member of the National Association of Real Estate Investment Trusts (Nareit), where he serves as chairman of the audit and investment committee, and The Real Estate Roundtable, where he was past Chairman of the Real Estate Capital Policy advisory committee. He is a past trustee of the International Council of Shopping Centers (ICSC) and the Urban Land Institute (ULI). Mr. Baccile’s extensive experience in real estate management and finance is critical to his ability to lead the Company as its Chief Executive Officer, and is a valuable asset to the Board of Directors. Moreover, as the Company’s Chief Executive Officer, Mr. Baccile brings to the Company. Prior to joining the Company, he served as Joint Global Head of the Real Estate, Lodging and Leisure Group within UBS Securities, LLC’s investment banking division from June 2012 to September 2016. Prior to that, Mr. Baccile served in various senior leadership roles during his26-year tenure at J.P. Morgan. Most recently, he was Vice Chairman of J.P. Morgan Securities Inc. He also served asCo-Head of the General Industries Investment Banking Coverage Group which encompassed Real Estate, Lodging, Gaming, Diversified Industrials, Paper Packing and Building Products, and Transportation. Before that he served as Global Head of J.P. Morgan’s Real Estate, Lodging and Gaming Investment Banking group for 10 years. Mr. Baccile is a member of the National Association of Real Estate Investment Trusts (NAREIT) and The Real Estate Roundtable where he was past Chairman of the Real Estate Capital Policy advisory committee. He is a past trustee of the International Council of Shopping Centers (ICSC) and the Urban Land Institute (ULI). Mr. Baccile’s extensive experience in real estate management and finance is critical to his ability to lead the Company as its Chief Executive Officer, and is a valuable asset to the Board of Directors. Moreover, as the Company’s Chief Executive Officer, Mr. Baccile brings to our Board of Directors hisin-depth knowledge of our business, strategy, operations, competition and financial position. Mr. Baccile’s membership on the Board of Directors is critical to ensuring appropriate coordination and communication between the Company’s executive officers and the Board of Directors.

Teresa B. Bazemore

Nominee

Age 60

Teresa B. Bazemore is the Founder and Chief Executive Officer of Bazemore Consulting LLC. Ms. Bazemore presently serves on the Board of Directors of both Chimera Investment Corporation (NYSE: CIM) and T. Rowe Price Funds. She formerly served on the Board of Directors of the Federal Home Loan Bank of Pittsburgh. From July 2008 through April 2017, Ms. Bazemore served as President of Radian Guaranty Inc., a subsidiary of Radian Group Inc. (NYSE: RDN), where she led strategic planning, business development and operations of Radian Guaranty’s mortgage insurance business line and information technology and governmental affairs for Radian Group. From October 2006 to July 2008, she also served in various capacities with Radian Group, including Executive Vice President, General Counsel, Corporate Secretary and Chief Risk Officer. From June 2000 to May 2006, Ms. Bazemore was Senior Vice President, General Counsel and Secretary of Nexstar Financial Corporation. From March 1997 to June 2000, she served as General Counsel of the mortgage banking line of business at Bank of America (NYSE: BAC). Ms. Bazemore currently chairs the Board of Directors of the Public Media Company and serves on the Board of Trustees of the University of Virginia Foundation for which she also serves as the Chair of the Audit Committee. Ms. Bazemore is also a member of the Advisory Board of the University of Virginia Center for Politics. Ms. Bazemore holds a B.A. from the University of Virginia and a J.D. from Columbia University. Ms. Bazemore’s extensive legal, financial and operational experience in the banking and real estate industries is a valuable asset to the Board of Directors.

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Mr. Dominski, 62, has been a director of the Company since March 2010. He also presently serves as a director of CBL & Associates Properties, Inc., a shopping mall real estate investment trust in the United States. From 1993 through 2000, Mr. Dominski served as Chief Executive Officer of Urban Shopping Centers (“Urban”), formerly one of the largest regional mall property companies in the country and also a publicly traded real estate investment trust. Following the purchase of Urban by Rodamco North America in 2000, Mr. Dominski served as Urban’s President until 2002. In 2003, Mr. Dominski formed Polaris Capital, LLC, a Chicago, Illinois

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PROXY STATEMENT

based real estate investment firm of which he was joint owner through 2013. From 1998 until 2004, Mr. Dominski served as a member of the Board of Trustees of the International Council of Shopping Centers. Mr. Dominski’s extensive experience leading other public and private real estate companies, both as a senior executive and a director, is a valuable asset to the Board of Directors.

Mr. Duncan, 65, has been a director of the Company since January 2009 and the Chairman of the Board of Directors since January 2016. Mr. Duncan also served as the Company’s President from January 2009 through September 2016, and its Chief Executive Officer from January 2009 through November 2016. Mr. Duncan presently serves as a director of Marriot International, Inc. (NASDAQ: MAR) and Boston Properties, Inc. (NYSE: BXP) and also serves as an Independent Director of the T. Rowe Price Funds. He formerly served as Chairman of the Board of Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”) from 2005 to September 2016. From April 2007 to September 2007, Mr. Duncan served as Chief Executive Officer of Starwood on an interim basis. Mr. Duncan also served as a director of Starwood from 1999 through September 2016 and as a trustee of the REIT subsidiary of Starwood from 1995 to 2006. He also was a senior advisor to Kohlberg Kravis & Roberts & Co. from July 2008 until January 2009. From May 2005 to December 2005, Mr. Duncan was Chief Executive Officer and Trustee of Equity Residential (NYSE: EQR) (“EQR”), a publicly traded apartment company. From January 2003 to May 2005, he was President, Chief Executive Officer and Trustee, and from April 2002 to December 2002, President and Trustee of EQR. From December 1995 until March 2000, Mr. Duncan served as Chairman, President and Chief Executive Officer of Cadillac Fairview Corporation, a real estate operating company. From January 1992 to October 1994, Mr. Duncan was President andCo-Chief Executive Officer of JMB Institutional Realty Corporation providing advice and management for investments in real estate bytax-exempt investors and from 1978 to 1992, he worked for JMB Realty Corporation where he served in various capacities, ultimately serving as Executive Vice President and a member of the Board of Directors. Mr. Duncan also currently serves on the Advisory Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). Mr. Duncan’s extensive experience leading other publicly traded real estate companies, both as a senior executive and a director, is a valuable asset to the Board of Directors. Moreover, as the Company’s former Chief Executive Officer, Mr. Duncan brings to our Board of Directors hisin-depth knowledge of our business, strategy, operations, competition and financial position.

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Mr. Hackett, 65, has been a director of the Company since December 2009. Mr. Hackett is the principal of HHS Co., an investment company located in the Chicago area. Previously, he served as the President and Chief Executive Officer of RREEF Capital, Inc. and as principal of The RREEF Funds, an international commercial real estate investment management firm. Mr. Hackett taught real estate finance at the Kellogg Graduate School of Management for 15 years when he also served on the real estate advisory boards of Kellogg and the Massachusetts Institute of Technology. He also currently serves on the board of Wintrust Financial Corporation (NASDAQ: WTFC) and Wintrust Bank and is a trustee of Northwestern University. Mr. Hackett provides the Board of Directors with valuable real estate investment and finance expertise, and the Board of Directors further benefits from Mr. Hackett’s experience on boards in the financial services sector.provides the Board of Directors with valuable real estate investment and finance expertise. In addition, Mr. Hackett’s financial expertise is valuable to the Company’s Audit Committee, which he has chaired since June 2010, and we have determined him to be an “audit committee financial expert.”

Mr. Rau, 68

John Rau

Director Since 1994

Age 71

Board Committees

Audit Committee

Nominating/Corporate Governance

John Rau, has been a director of the Company since June 1994 and Lead Independent Director since January 2016. Since December 2002, Mr. Rau has served as President and Chief Executive Officer and as a director of Miami Corporation, a private asset management firm. From January 1997 to March 2000, he was a director, President and Chief Executive Officer of Chicago Title Corporation, and its subsidiaries, Chicago Title and Trust Co., Chicago Title Insurance Co., Ticor Title Insurance Co. and Security Union Title Insurance Co. Mr. Rau was a director of BorgWarner, Inc. from 1997 to 2006, a director of William Wrigley Jr. Company from

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PROXY STATEMENT

March 2005 until the company was sold to Mars, Inc. in September 2008 and a director of Nicor, Inc. from 1997 until it was sold to AGL Resources Inc. in December 2011, and continues as a director of Miami Corporation, a private asset management firm. From January 1997 to March 2000, he was a director, President and Chief Executive Officer of Chicago Title Corporation, and its subsidiaries, Chicago Title and Trust Co., Chicago Title Insurance Co., Ticor Title Insurance Co. and Security Union Title Insurance Co. Mr. Rau was a director of BorgWarner, Inc. from 1997 to 2006, a director of William Wrigley Jr. Company from March 2005 until the company was sold to Mars, Inc. in September 2008 and a director of Nicor, Inc. from 1997 until it was sold to Southern Company Gas (formerly AGL Resources Inc.) in December 2011, and he continues as a director of Southern Company Gas. Mr. Rau is the Chairman of the board of directors of BMO Financial Corp. and served as a director of LaSalle Bank, N.A. until its 2007 sale to Bank of America. From July 1993 until November 1996, Mr. Rau was Dean of the Indiana University School of Business. From 1991 to 1993, Mr. Rau served as Chairman of the Illinois Economic Development Board and as special advisor to Illinois Governor Jim Edgar. From 1990 to 1993, he was Chairman of the Banking Research Center Board of Advisors and a Visiting Scholar at Northwestern University’s J.L. Kellogg Graduate School of Management. During that time, he also served as Special Consultant to McKinsey & Company, a worldwide strategic consulting firm. From 1989 to 1991, Mr. Rau served as President and Chief Executive Officer of LaSalle National Bank. From 1979 to 1989, he was associated with The Exchange National Bank, serving as President from 1983 to 1989, at which time The Exchange National Bank merged with LaSalle National Bank. Prior to 1979, he was associated with First National Bank of Chicago. Mr. Rau’s extensive experience in the banking and title insurance industries provides the Board of Directors with valuable insight into the matters of corporate and real estate finance, as well as financial services management and risk management. Moreover, Mr. Rau’s financial expertise is valuable to the Company’s Audit Committee, on which he currently serves.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Mr. Sharpe, 70, has been a director of the Company since November 2010. He served as President and Chief Executive Officer of Cadillac Fairview Corporation from March 2000 through December 31, 2010. Prior to March 2000, Mr. Sharpe held various positions at Cadillac Fairview Corporation, including serving as its Executive Vice President of Operations from 1990 to 2000. Mr. Sharpe currently serves as a director of Postmedia Network Canada Corp., Morguard Corporation, Allied Properties Real Estate Investment Trust and Multiplan Empreendimentos Imobiliários S.A. (Bovespa: MULT3), one of the leading developers, owners and operators of shopping centers in Brazil. From 2009 through 2010, Mr. Sharpe served as Chairman of the Board of Directors of the International Council of Shopping Centers, the global trade association of the shopping center industry. Previously, Mr. Sharpe served as a director on the boards of Legacy REIT, from 1997 to 2001, and Fairmont Hotels & Resorts, from 2001 to 2006. Mr. Sharpe’s experience managing large real estate development companies, and serving on the boards of real estate investment trusts, has provided him with real estate knowledge and corporate organizational skills that benefit our Board of Directors. In addition to his executive experience, inclusive of managing a substantial real estate entity for an institutional ownership constituency, Mr. Sharpe has a substantial background in real estate investment leasing and operations. Moreover, Mr. Sharpe’s financial expertise, and his experience serving on the Audit Committees of other publicly traded real estate companies, is valuable to the Company’s Audit Committee.

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Mr. Tyler, 64, has been a director of the Company since March 2000, served as Lead Director from October 2008 to January 2009 and served asnon-executive Chairman of the Board of Directors from January 2009 to January 2016. Mr. Tyler also served as the Company’s interim Chief Executive Officer from October 2008 to January 2009. Mr. Tyler is a director of Nanophase Technologies Corporation (OTCQB: NANX). Mr. Tyler was appointed CEO of Ideapoint Ventures in 2002. Ideapoint Ventures is an early stage venture fund that focuses on nanotechnologies. Prior to joining Ideapoint Ventures, Mr. Tyler served as Chief Executive Officer and a director of Moore Corporation Limited, a provider of data capture, information design, marketing services, digital communications and print solutions, from 1998 to 2000. Prior to joining Moore Corporation, Mr. Tyler served in various capacities at R.R. Donnelley & Sons Company, most recently as Executive Vice President and Chief Technology Officer, from 1997 to 1998, and as Executive Vice President and Sector President of Donnelley’s Networked Services Sector, from 1995 to 1997. Mr. Tyler’s extensive experience as a senior executive and director of other companies, both private and publicly traded, is valuable to the Board of Directors.

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INFORMATION REGARDING EXECUTIVE OFFICERS AND OTHER SENIOR MANAGEMENT

Scott A. Musil

Mr. Musil, 49, has been Chief Financial Officer of the Company since March 2011. He served as acting Chief Financial Officer of the Company from December 2008 to March 2011. Mr. Musil also has served as Senior Vice President of the Company since March 2001, Treasurer of the Company since May 2002 and Assistant Secretary of the Company since August 2014. Mr. Musil previously served as Controller of the Company from December 1995 to March 2012, Assistant Secretary of the Company from May 1996 to March 2012 and July 2012 to May 2014, Vice President of the Company from May 1998 to March 2001, Chief Accounting Officer from March 2006 to May 2013 and Secretary from March 2012 to July 2012 and May 2014 to August 2014. Prior to joining the Company, he served in various capacities with Arthur Andersen & Company, culminating as an audit manager specializing in the real estate and finance industries. Mr. Musil also presently serves as a director and the chair of the audit committee of HC Government Realty Trust, Inc., a public real estate investment trust focused on federally-leased, single tenant properties. Mr. Musil is anon-practicing certified public accountant. His professional affiliations include the American Institute of Certified Public Accountants and NAREIT.

Johannson L. Yap

Mr. Yap, 54, has been the Chief Investment Officer of the Company since February 1997 and Executive Vice President — West Region since March 2009. From April 1994 to February 1997, he served as Senior Vice President — Acquisitions of the Company. Prior to joining the Company, Mr. Yap joined The Shidler Group, a former affiliate of the Company, in 1988 as an acquisitions associate, and became Vice President in 1991, with responsibility for acquisitions, property management, leasing, project financing, sales and construction management functions. His professional affiliations include Urban Land Institute, NAREIT and the Council of Logistics Management, and he serves as a member of both the Board of Advisors for the James Graaskamp Center for Real Estate at the University of Wisconsin and the Advisory Board of the Kelley School of Business of the University of Indiana, Center for Real Estate Studies.

David G. Harker

Mr. Harker, 58, has been Executive Vice President — Central Region of the Company since March 2009. From April 2005 to March 2009 he served as Executive Director — Investments of the Company. From 2002 to April 2005, he served as a Senior Regional Director of the Company and from 1998 to 2002 he served as a Regional Director of the Company, with responsibility for the Company’s portfolio in Nashville, St. Louis, Louisville and Memphis. Prior to joining the Company, Mr. Harker was a Vice President of the Trammell Crow Company from 1992 to 1998.

Peter O. Schultz

Mr. Schultz, 54, has been Executive Vice President — East Region of the Company since March 2009. From January 2009 to March 2009 he served as Senior Vice President — Portfolio Management of the Company. From November 2007 to December 2008, he served as a Managing Director of the Company, with responsibility for the Company’s East Region. From September 2004 to November 2007, he served as a Vice President — Leasing of the Company, with responsibility for the Company’s leasing team and asset management plan implementation in the East Region. From January 2001 to September 2004, he served as a Senior Regional Director of the Company, with responsibility for the Company’s portfolio in Eastern Pennsylvania and Southern New Jersey. From March 1998 to December 2000, he served as a Regional Director of the Company, with responsibility for the Company’s portfolio in Eastern Pennsylvania. Prior to joining the Company, Mr. Schultz served as President and Managing Partner of PBS Properties, Inc. from November 1990 to March 1998, prior to which time he was Director of Marketing and Sales for the Pickering Group and Morgantown Properties. His professional affiliations include the National Association of Industrial and Office Properties.

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THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

The Board of Directors. The Board of Directors currently consists of seveneight seats. A majority of the members of the Board of Directors are independent as affirmatively determined by the Board of Directors. In determiningconsidering the independence of its members, the Board of Directors appliedapplies the independence standards and tests set forth in Sections 303A.02(a) and (b) of the Listed Company Manual of the NYSE.

Applying such standards, the Board of Directors has affirmatively determined that each of Messrs. Dominski, Hackett, Rau, Sharpe and Tyler and Ms. Olsen, who collectively constitute a majority of the current members of the Board of Directors, are independent directors.directors and that Ms. Bazemore, if she is elected by the stockholders to serve on the Board of Directors, will be an independent director.

The Board of Directors held elevensix meetings and acted three times by unanimous consent during 2016.2019. Each of the directors serving in 20162019 attended at least 75% of the total number of meetings of the Board of Directors and of the respective committees of the Board of Directors of which hesuch director was a member.member, in each case held during the period for which he or she was serving as a director. Although the Company does not have a formal policy regarding director attendance at Annual Meetings of Stockholders, all of the directors then servingthen-serving attended the 20162019 Annual Meeting of Stockholders. During 2016,2019, Mr. Duncan, in his capacity as Chairman of the Board, presided at meetings of all of the directors and Mr. Rau, in his capacity as Lead Independent Director, presided at meetings ofnon-management our independent directors.

The Board of Directors has adopted Corporate Governance Guidelines to reflect the principles by which it operates. These guidelines,operates and has adopted a Code of Business Conduct and Ethics, which includes the principles by which the Company expects its employees, officers and directors to conduct Company business. The Corporate Governance Guidelines and Code of Business Conduct and Ethics, as well as the charters of the Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee of the Board of Directors, are accessible at the investor relations page of the Company’s website at www.firstindustrial.com and are available in print free of charge to any stockholder or other interested party who requests them. The Company has adopted a Code of Business Conduct and Ethics, which includes the principles by which the Company expects its employees, officers and directors to conduct Company business. It is accessible at the investor relations page of the Company’s website at www.firstindustrial.com and is available in print free of charge to any stockholder or other interested party who requests it. The Company intends to post on its website amendments to, or waivers from, any provision of the Company’s Code of Business

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Conduct and Ethics. The Company also posts or otherwise makes available on its website from time to time other information that may be of interest to investors and other interested parties. However, none of the information provided on the Company’s website is part of the proxy solicitation material. See “Other Matters — Incorporation by Reference” herein.

The Board of Directors has appointed an Audit Committee, a Compensation Committee, an Investment Committee and a Nominating/Corporate Governance Committee.

Audit Committee.    The Audit Committee is directly responsible for the appointment, discharge, compensation, and oversight of the work of any independent registered public accounting firm employed by the Company for the purpose of preparing or issuing an audit report or related work. In connection with such responsibilities, the Audit Committee approves the engagement of independent public accountants, reviews with the independent public accountants the audit plan, the audit scope, and the results of the annual audit engagement,pre-approves audit andnon-audit services and fees of the independent public accountants, reviews the independence of the independent public accountants and reviews the adequacy of the Company’s internal control over financial reporting.

The Audit Committee currently consists of Messrs. Hackett, Sharpe and Rau. Each of Messrs. Hackett, Sharpe and Rau is, in the judgment of the Company’s Board of Directors, independent as required by the listing standards of the NYSE and the rules of the SEC. Also, in the judgment of the Company’s Board of Directors, each member is financially literate as required by the listing standards of the NYSE. Further, in the judgment of the Company’s Board of Directors, Mr. Hackett is an “audit committee financial expert,” as such term is defined in the SEC rules, and has “accounting or related financial management expertise,” as defined in the listing standards of the NYSE.See Mr. Hackett’s biography on page 4. Mr. Hackett is also the current Chairman of the Audit Committee. The Audit Committee met five times in 2016.

Compensation Committee.    The Compensation Committee has overall responsibility for approving and evaluating the compensation plans, policies and programs relating to the executive officers of the Company. The Compensation Committee administers the First Industrial Realty Trust, Inc. 2011 Stock Incentive Plan (the “2011

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PROXY STATEMENT

Stock Plan”) and the First Industrial Realty Trust, Inc. 2014 Stock Incentive Plan (the “2014 Stock Plan”), and has the authority to grant awards under the 2014 Stock Plan. The Compensation Committee currently consists of Mr. Tyler and Mr. Sharpe, both of whom are, in the judgment of the Company’s Board of Directors, independent as required by the listing standards of the NYSE.Mr. Sharpe currently serves as the Chairman of the Compensation Committee. The Compensation Committee met four times in 2016 and acted by unanimous written consent once in 2016.

Investment Committee.    The Investment Committee provides oversight and discipline to the investment process. Investment opportunities are described in written reports based on detailed research and analyses in a standardized format applying appropriate underwriting criteria. The Investment Committee meets with the Company’s investment personnel, reviews each submission thoroughly and approves acquisitions and dispositions of land of greater than $5 million and all other acquisitions, dispositions and development projects of greater than $20 million. The Investment Committee makes a formal recommendation to the Board of Directors for all acquisitions, dispositions and development projects in excess of $50 million. The membership of the Investment Committee currently consists of Messrs. Hackett, Baccile, Dominski and Duncan. The Investment Committee met four times in 2016.

Nominating/Corporate Governance Committee.    The Nominating/Corporate Governance Committee recommends individuals for election as directors at the Annual Meeting of Stockholders of the Company and in connection with any vacancy that may develop on the Board of Directors. In turn, the Board of Directors as a whole either approves by a majority vote all of the nominations so recommended by the Nominating/Corporate Governance Committee or rejects all of the nominations in whole, but not in part. In the event that the Board of Directors rejects the recommended nominations, the Nominating/Corporate Governance Committee would develop a new recommendation. In addition, the Nominating/Corporate Governance Committee develops and oversees the Company’s corporate governance policies. The membership of the Nominating/Corporate Governance Committee currently consists of Messrs. Dominski, Hackett and Rau, each of whom, in the judgment of the Board of Directors, is independent as required by the listing standards of the NYSE.Mr. Rau is the current Chairman of the Nominating/Corporate Governance Committee. The Nominating/Corporate Governance Committee held one regular meeting during 2016 and met in March 2017 to determine its nominations for this Proxy Statement. Additionally, in 2016, the Nominating/Corporate Governance Committee led the search for our new Chief Executive Officer and met six times during 2016 for this purpose.

The Nominating/Corporate Governance Committee will consider nominees recommended by stockholders of the Company. In order for a stockholder to nominate a candidate for election as a director at an Annual Meeting, proper notice must be given in accordance with our Bylaws and applicable SEC regulations to the Secretary of the Company. Pursuant to our Bylaws and applicable SEC regulations, such notice of a director nominee must be provided to the Secretary of the Company not more than 150 days and not less than 120 days prior to the first anniversary of the date the Company’s proxy statement for the prior year’s Annual Meeting of Stockholders was released to stockholders. The fact that the Company may not insist upon compliance with these requirements should not be construed as a waiver by the Company of its right to do so at any time in the future.

In general, it is the Nominating/Corporate Governance Committee’s policy that, in its judgment, its recommended nominees for election as members of the Board of Directors of the Company must, at a minimum, have business experience of a breadth, and at a level of complexity, sufficient to understand all aspects of the Company’s business and, through either experience or education, have acquired such knowledge as is sufficient to qualify as financially literate. In addition, recommended nominees must be persons of integrity and be committed to devoting the time and attention necessary to fulfill their duties to the Company. While the Nominating/Corporate Governance Committee has not adopted a formal diversity policy, diversity is one of the factors that the Nominating/Corporate Governance Committee considers in identifying director nominees. As part of the nomination process, the Nominating/Corporate Governance Committee evaluates how a particular individual would affect the diversity of the Company’s Board of Directors in terms of how that person may contribute to the Board of Directors’ overall balance of perspectives, backgrounds, knowledge, experience, skill sets and expertise in matters pertaining to the Company’s business.

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PROXY STATEMENT

The Nominating/Corporate Governance Committee may identify nominees for election as members of the Board of Directors through its own sources (including through nominations by stockholders made in accordance with our Bylaws), through sources of other directors of the Company, and through the use of third-party search firms. Subject to the foregoing minimum standards, the Nominating/Corporate Governance Committee will evaluate each nominee on acase-by-case basis, assessing each nominee’s judgment, experience, independence, understanding of the Company’s business or that of other related industries, and such other factors as the Nominating/Corporate Governance Committee concludes are pertinent in light of the current needs of the Company’s Board of Directors.

Communications by Stockholders and Other Interested Parties.    Stockholders of the Company and other interested parties may send communications to the Board of Directors as a whole, its individual members, its committees or itsnon-management members as a group. Communications to the Board of Directors as a whole should be addressed to “The Board of Directors;” communications to any individual member of the Board of Directors should be addressed to such individual member; communications to any committee of the Board of Directors should be addressed to the Chairman of such committee; and communications tonon-management members of the Board of Directors as a group should be addressed to the Lead Independent Director. In each case, communications should be further addressed “c/o First Industrial Realty Trust, Inc., 311 South Wacker Drive, Suite 3900, Chicago, Illinois 60606.” All communications will be forwarded to their respective addressees and, if a stockholder marks his or her communication “Confidential,” will be forwarded directly to the addressee.

Board Leadership Structure and Lead Independent Director.Our Board of Directors recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide effective management oversight of management and a fully-engaged, high-functioningfully engaged, highly functioning Board of Directors. InDirectors.Our key objective in establishing the structure of the Board of Directors we believe that the objective is to strengthen the independence and general role of the Board of Directors with appropriate checks and balances on the power, actions and performance of our Chief Executive Officer. As a resultBecause Mr. Duncan, our Chairman of Mr. Duncan’s decision to retirethe Board, formerly served as our Chief Executive Officer, as of the end of 2016, which was announced in January 2016, the Board of Directors determined it was appropriateupon his appointment as Chairman in 2016 to have Mr. Duncan serve as both Chairman of the Board and Chief Executive Officer until his successor as Chief Executive Officer was identified and engaged. As a result, the Board of Directors also determined it appropriate to appointcreate a Lead Independent Director position to provide leadership to our independent directors and liaise on their behalf with our Chief Executive Officer and our Chairman as may be appropriate. The Board of Directors chosehas chosen Mr. Rau, the ChairmanChairperson of its Nominating/Corporate Governance Committee, to serve as this Lead Independent Director. With Mr. Duncan continuing to serve as Chairman following the engagement of Mr. Baccile as Chief Executive Officer in December 2016, the Board of Directors continues to believe it is appropriate to maintain the Lead Independent Director position. Mr. Rau, as Lead Independent Director, chairs theany executive sessions of theour independent directors and is empowered to call meetings of thesuch independent directors of the Board of Directors.directors. The Lead Independent Director also has the authority to approve information sent to the Board of Directors, as well as meeting agendas and schedules,schedules.

Corporate Responsibility and Sustainability Initiatives. The Company and its Board of Directors is focused on building and maintaining a socially responsible and sustainable business that succeeds by delivering long-term value for our stockholders. We continuously look for new and better ways to ensurefoster a diverse and inclusive work environment, improve employee health and safety, engage our surrounding communities and minimize the environmental impact of the Company and our tenants, all while creating value for our stockholders. We have an established committee consisting of members of our construction, environmental, human resources, investor relations, legal, operations and risk management teams responsible for advising our Chief Executive Officer, senior management, and Board of Directors and consulting with and generally advising management on various matters related to corporate social responsibility, including sustainability, diversity and inclusion, philanthropy and community involvement, good corporate citizenship, health and wellness, and othernon-financial issues that thereare of significance to the Company and its stockholders. Members of the Board of Directors also serve their communities, volunteering in various leadership roles for nonprofit, academic, and other charitable organizations, and encourage the Company’s employees to dedicate their time to philanthropic efforts. The Company supports the charitable efforts of our employees through national and regional company-sponsored charity activities led by Cause Champions in each of our offices. We also provide paidtime-off for employees to serve the charities of their choosing.

Because we primarily net lease the properties in our portfolio to our tenants and each tenant is sufficient timeultimately responsible for discussionmaintaining its properties, one of all agenda items.our key corporate responsibility priorities is to engage with and encourage our tenants to implement environmentally sustainable practices, such as use of energy efficient fixtures and recycling programs and energy efficient fixtures. Additionally, as we add properties to our portfolio, environmental sustainability is a key consideration of our efforts to improve or develop such properties employing green building techniques and incorporating energy, water and other resource-efficient features. We extend the same commitment to environmental excellence to our own offices, promoting sustainable practices and energy efficiency that can both reduce environmental impact and achieve lower operating costs. Our headquarters office in Chicago is an energy-efficient LEED-certified building.

For more information on our corporate responsibility and sustainability initiatives, a copy of our Corporate Responsibility Report can be found on our website at www.firstindustrial.com/responsibility.

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Board Oversight of Risk Management.The.The Board of Directors oversees the business of the Company and our stockholders’ interests in the long-term financial strength and overall success of the Company’s business. In this respect, the Board of Directors is responsible for overseeing the Company’s risk management. The Board of Directors delegates many of these functions to the Board’s committees. Each committee of the Board of Directors is responsible for reviewing the risk exposure of the Company related to the committees’ areas of responsibility and providing input to the Board of Directors on such risks. The Board of Directors and its committees regularly review material strategic, operational, financial, compensation and compliance risks with management.

For example, under its charter, the Audit Committee is required to assist the Board of Directors in fulfilling its oversight responsibilities by reviewing the financial information that will be provided to the stockholders, the systems of internal controls that management and the Board of Directors have established and the audit process. The Audit Committee is responsible for facilitating communication between the Company’s independent auditors

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PROXY STATEMENT

and the Board of Directors and management, and for reviewing with the independent auditors the adequacy of the Company’s internal controls. The Audit Committee also reviews with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.policies and the Company’s cyber-security risk exposure and mitigation efforts.

Similarly, the Compensation Committee strives to adopt compensation incentives that encourage appropriate risk-taking behavior that is consistent with the Company’s long-term business strategy. We do not believe that our compensation policies and practices are reasonably likely to have a material adverse effect on the Company. The Compensation Committee has focused on aligning our compensation policies with our stockholders’ long-term interests and avoiding short-term rewards for management or awards that encourage excessive or unnecessary risk taking.risk-taking. For example, a substantial amount of compensation provided to the Company’s executive officers is in the form of equity awards for which the ultimate value of the award is tied to the Company’s stock price, and which awards are subject to long-term vesting schedules, thereby aligning theirthe Company’s executive officers’ interests with those of our stockholders. In addition, annual cash and equity bonuses provided to management under the 20162019 Employee Bonus Plan (as defined on page 15)23) were contingent, among other factors, upon the Company’s satisfaction of prescribed levels of funds from operations (“FFO”), same store net operating income growth and fixed charge coverage ratio. Because these awards are directly tied to increased financial performance and stock price, in line with our stockholders’ interests, we believe that none of these types of awards contribute to excessive or unnecessary risk taking.risk-taking.

Communications by Stockholders and Other Interested Parties. Stockholders of the Company and other interested parties may send communications to the Board of Directors as a whole, to its individual members, to its committees or to its independent members as a group. Communications to the Board of Directors as a whole should be addressed to “The Board of Directors;” communications to any individual member of the Board of Directors should be addressed to such individual member; communications to any committee of the Board of Directors should be addressed to the chair of such committee; and communications to independent members of the Board of Directors as a group should be addressed to the Lead Independent Director. In each case, communications should be further addressed “c/o First Industrial Realty Trust, Inc., One North Wacker Drive, Suite 4200, Chicago, Illinois 60606.” All communications will be forwarded to their respective addressees. If a stockholder marks his or her communication “Confidential,” such communication will be forwarded directly to the addressee.

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BOARD COMMITTEES

The Board of Directors has appointed an Audit Committee, a Compensation Committee, an Investment Committee and a Nominating/Corporate Governance Committee.

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DIRECTOR COMPENSATION

Compensation ofnon-employee directors is periodically reviewed annually by the Compensation Committee of the Board of Directors, which makes any recommendations of compensation changes to the entire Board of Directors.Non-employee directors are not entitled to retirement benefits, incentive compensation or perquisites for their service, although they are reimbursed for theirout-of-pocket expenses for meeting attendance.

Compensation forThe Company provided the following compensation to ournon-employee directors of the Company currently consists of an in 2019:

The Company does not pay additional compensation to directors who are also employees of the Company, such as Mr. Baccile, our Chief Executive Officer. Additionally, no fees are paid for attendance atin-person or telephonic meetings of the Board of Directors and its committees. Additional annual fees are paid in cash for service asMr. Duncan, the Chairman of the Audit Committee, Chairmanour Board of the Compensation Committee and Chairman of the Nominating/Corporate Governance Committee in amounts of $30,000, $20,000 and $15,000, respectively, and forDirectors, does not receive anynon-chair service on the Audit Committee, the Compensation Committee, the Investment Committee and the Nominating/Corporate Governance Committee in amounts of $9,000, $7,500, $7,500 and $6,000, respectively. Our Lead Independent Director and Chairman receive additional fees of $25,000 and $50,000, respectively. For 2016, Mr. Rau did not receive additional fees for committee service as Lead Independent Director, Mr. Tyler received apro-ratedin addition to the fee of $2,747 for his service as Chairman of the Board of Directors in January, and Mr. Duncan did not receive additional feeshe receives for service as Chairman of the Board of Directors for the remainder of the year. In 2017, Messrs. Rau and Duncan will beDirectors. All cash fees payable to ournon-employee directors are paid the above described fees for their service as Lead Independent Director and as Chairman of the Board of Directors, respectively.in quarterly installments.

Mr. Baccile, our Chief Executive Officer, receives no additional compensation for his service on our Board of Directors. Mr. Duncan, our former Chief Executive Officer, received no additional compensation for his service on our Board of Directors for 2016. In 2017, Mr. Duncan will receive compensation for service on our Board of Directors as anon-employee director and Chairman of the Board of Directors.2019 DIRECTOR COMPENSATION TABLE

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PROXY STATEMENT

DIRECTOR COMPENSATION TABLE

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PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

20162019 ACCOMPLISHMENTS

20162019 was a successful year for the Company, marked by continued execution of our strategy: driving long-term cash flow growth and value for stockholders through leasing, enhancing our portfolio through new developments anddeveloping, acquiring and selling select properties and maintaining our strong balance sheet.

Decisions by the Board of Directors on executive compensation are reflective of the Company’s strong

performance during the year, including:

OBJECTIVES AND DESIGN OF COMPENSATION PROGRAM

The Company maintains the philosophy that compensation of its executive officers and other employees should serve the best interests of the Company’s stockholders. Accordingly, the Company believes that its executive compensation program should not only serve to attract and retain talented and capable individuals but should also provide them with proper incentives linked to performance criteria that are designed to maximize the Company’s overall performance. To this end, the Company’s compensation program consists of a mix of compensation that is intended to compensate executive officers for their contributions during the year and to reward them for achievements that lead to increased Company performance and increases in stockholder value.value over the long term.

THE EXECUTIVE COMPENSATION PROCESS AND THE ROLE OF EXECUTIVE OFFICERS IN COMPENSATION DECISIONS

The Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) has the overall responsibility for approving and evaluating the compensation plans, policies and programs

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relating to the executive officers of the Company. The Compensation Committee typically formulates compensation beginning in DecemberNovember of the prior fiscal year and continuing through the first quarter of the applicable fiscal year, by setting that year’s salarysalaries and, if applicable, maximum cash and equity bonuses for the Company’s employees, including those named executive officers listed in the Summary Compensation Table on page 2333 (the “Named Executive Officers”). Also, typically in the first quarter of the applicable fiscal year, the Compensation Committee adopts, and the full Board of Directors ratifies, the performance criteria to be used for that year in determining the incentive compensation of the Company’s employees, including the Named Executive Officers, other than those covered by separate plans or agreements. Then, after the end of the applicable fiscal year, the Compensation Committee meets to determine incentive compensation to be paid to the Company’s employees, including the Named Executive Officers, with respect to thatthe year just ended, pursuant to the performance criteria or, as applicable, pursuant to separate plans or agreements. Per such determination, the Company paysCommittee approves cash bonuses and issues restricted Common Stock,equity awards, typically in February or March.

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PROXY STATEMENT

Historically, the Company’s Chief Executive Officer and Chief Financial Officer have participated in meetings with the Compensation Committee at various times throughout the year. During the first quarter of the applicable fiscal year, they typically meetour Chief Executive Officer meets with the Compensation Committee to present and discuss recommendations with respect to the applicable fiscal year’s salaries and maximum cash and equity bonuses for the Named Executive Officers, other than themselves.himself. Also, in the first quarter of each year, they typically meetour Chief Executive Officer meets with the Compensation Committee to present and discuss recommendations with respect to incentive compensation for the year just ended. In addition, they traditionally meetour Chief Executive Officer meets with the Compensation Committee regarding employment agreements that the Company has entered into (if any) and, if a compensation consultant has been engaged by the Compensation Committee to evaluate the Company’s compensation programs, assist the Compensation Committee in providing compensation information to such consultant. However, neither our Chief Executive Officer nor our Chief Financial Officer participatesdoes not participate in any decisions or determinations with respect to theirhis own compensation.

Periodically, thoughalthough not every year, the Company and the Compensation Committee engage the services of outside consultants to evaluate the Company’s executive compensation program. The Compensation Committee did not use the services of an independent compensation consultant during 2016. The Compensation Committee retains the discretion to engage a compensation consultant to review our executive compensation program. Consistent with SEC rules, prior to any such engagement, the Company will assess any potential conflicts of interest andthe advisor may have that may negatively impact their independence to determine thatwhether the retention of any compensation consultant to advise the Compensation Committee concerningon executive compensation matters will not create a conflict of interest prior to such engagement.interest.

TheIn 2018, the Compensation Committee previously used independent compensation consultantsengaged FPL Associates, L.P. (“FPL”), a nationally-recognized compensation consultant firm specializing in the real estate industry, to review the appropriateness of the amount and structure of our compensation program. The Compensation Committee directed FPL to, among other things: (1) assist the Compensation Committee in applying our compensation philosophy for the Named Executive Officers,to certain executive officers, including the determination of the portion of total compensation awarded in the form of base salary, annual incentives and equity-based compensation, as well as selecting the appropriate performance metrics and levels of performance; (2) analyze compensation conditions among the Company’s peers, and assess the competitiveness and appropriateness of compensation levels for the Named Executive Officers; (2) evaluate pay by individual and in the aggregate across the team, further measured against company size and performance; (3) recommendidentify the appropriate mix between compensation components (base salary, annual incentive, and long-term incentive) for each position under study; (4) examine specific plan design parameters, focusing on the long-term incentive component, to the Compensation Committee any modifications or additions tobetter understand how the Company’s existing compensation programs that it deemed advisable; (4) make specific recommendationscompare to the Compensation Committee for base salary, annual incentivesmarket practices and equity-based awards for the Named Executive Officers;industry trends; and (5) assist withcompile data on the establishmentprevalence of certain employment policies and practices among the Long-Term Incentive Program (as described in greater detail starting on page 18 under “Long-Term Incentive Program”).Company’s peers.

As part of its review, in 2013, FPL surveyed the compensation programs of 3012 real estate companies.companies, focusing on companies of similar size and by asset class to position FR near the market median of such comparisons. This peer group, which was referenced primarily to gauge the general appropriateness of the Company’s overall executive compensation structure, included the following companies, 15with First Industrial at the 45^th percentile of which at such time had a total capitalization smaller than the Company’s and 15 of which at such time had a total capitalization larger than the Company’s:peer group by market capitalization:

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DCT Industrial Trust, Inc. was acquired by Prologis, Inc. in August 2018. Following its acquisition, the Compensation Committee excluded DCT Industrial Trust, Inc. from the above peer group as it used the peer group compensation data to evaluate the appropriateness of the Company’s executive compensation.

The Compensation Committee used the peer group data provided in connection with FPL’s survey not as a benchmark per se, but rather as a reference point to gauge generally the appropriateness of the Company’s executive compensation programs.

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PROXY STATEMENT

The Compensation Committee retains the discretion to work again with FPL or an alternative compensation consultant to review our executive compensation program. Consistent with SEC rules, the Company assessed whether the work of FPL raised any conflict of interest and determined that the retention of FPL to advise the Compensation Committee concerning executive compensation matters did not create a conflict of interest. Neither the Compensation Committee nor the Company has any other professional relationship with FPL, although an affiliate of FPL periodically provides executive recruitment services to the Company. In 2019, this affiliate of FPL was engaged by the Company, at the direction of management under the supervision, but without the formal approval, of our Board of Directors, to provide executive recruitment services and was paid fees of $127,240 for such services. In 2019, FPL was paid $32,000 for compensation-related services.

EXECUTIVE COMPENSATION COMPONENTS

The components of the Company’s executive compensation program are base salary, cash and equity incentive bonuses, long-term incentive program awards, benefits and perquisites. Each component of the Company’s executive compensation program is intended to attract and retain talented, capable individuals to the Company’s executive ranks. The Compensation Committee believes equity awards play an important role in aligning management’s interests with those of the Company’s stockholders because these equity awards derive their value from our Common Stock. For this reason, equity awards are a significant part of executive compensation.

Base salary, benefits and perquisites are intended to provide a level of fixed compensation to the Named Executive Officers for services rendered during the year. Increases to base salary are typically a function of individual performance and general economic conditions. Benefits and perquisites that are generally available to the Company’s employees, including the Named Executive Officers, currently include: premiums paid on term life, short-term and long-term disability insurance; standard health insurance; and 401(k) matching contributions.

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Car allowances are offered to select employees of the Company, including some of the Named Executive Officers. In addition, Mr. Baccile is provided certain relocation benefits as provided in his employment agreement.

Incentive bonuses, by contrast, are linked to, and are a function of, the achievement of performance criteria that are designed with the intention of incentivizing the Named Executive Officers to maximize the Company’s overall performance. Incentive bonuses are awarded asin cash or equity or a combination thereof. The Compensation Committee does not have a specific policy regarding the mix of cash andnon-cash compensation awarded to the Named Executive Officers. Although the exact percentages vary among individuals, for 2019 equity comprisescomprised approximately45-50%40-45% of the potential incentive bonuses for the Named Executive Officers as a group. For our Chief Executive Officer, the mix of cash and equity compensation he is entitled to receive as an annual incentive bonus is set forth in his employment agreement. Additionally, his annual incentive bonuses will typically be payable in a combination of cash and shares of restricted Common Stock,agreement, and it is expected that the portion paid in restricted Common Stockequity will be proportionate to the equity incentive compensation received by the Company’s executive officers generally.

Historically and for 2019, base salary, benefits and perquisites have made up approximately20-30%18-25% of a Named Executive Officer’s total compensation in a typical year, while cash and equity incentive compensation has comprised the remaining portion. Although this mix may vary from year to year, the Compensation Committee strives to ensure that the Named Executive Officers’ compensation is largely performance-based.

The Compensation Committee believes that restricted Common Stock awards and LTIP Other than the Long-Term Time-Based Awards (as defined on page 18) play30), all equity awards have a performance feature. Annual equity bonus awards are granted based upon prior year performance metrics, while our Long-Term Performance Awards (as defined on page 26) are earned based upon performance metrics for future periods.

The Company provides its executives with the choice of accepting equity awards in the form of awards that settle in either Common Stock or partnership interests in our operating partnership, First Industrial, L.P., that are structured as a “profits interest” for U.S. federal income tax purposes (“LP Units”). Generally, LP Units entitle the holder to receive distributions from our operating partnership that are equivalent to the dividends and distributions that would be made with respect to the number of shares of our Common Stock underlying such LP Units, though receipt of such distributions may be delayed or made contingent on vesting. Once an important role in aligningLP Unit has vested and received allocations of book income sufficient to increase the book capital account balance associated with such LP Unit (which will initially be zero) to equal, on aper-unit basis, the book capital account balance associated with a “common unit” of partnership interest of First Industrial, L.P., it automatically becomes a common unit that is convertible by the holder into one share of Common Stock or a cash equivalent, at the Company’s option.

2020 COMPENSATION HIGHLIGHTS

The Compensation Committee continues to manage our compensation programs to better align management’s interestsincentives with those of our stockholders and to ensure our overall compensation is appropriate relative to our peer group. For the three-year period of 2015 to 2017, the actual aggregate compensation for our Named Executive Officers fell at the 12^th percentile of our peer group and, over the same three-year period, the Company’s stockholders in that restricted Common Stocktotal shareholder return (TSR) performance ranked at the 70^th percentile compared against our peer group. To better align pay for performance, and Performance Units (other than the vesting and transfer restrictions applicable to them) are economically equivalent to stockholders’ Common Stock. For this reason, restricted Common Stock and LTIP Awards have been a significant part of executive compensation, although thefocus on stockholder alignment, our Compensation Committee may use other formshas elected to issue additional equity to adjust overall compensation to a level it believes is appropriate relative to our peers, with an emphasis on increasing the overall portion of equity compensation that is long-term and performance-based.

In 2019, with actions first effective in January of 2020, we determined to both eliminate the amount of equity incentive based on annual company performance goals and to grant additional performance-based and time-based equity awards designed to increase the percentage ofat-risk pay for our Named Executive Officers as a percentage of their total compensation and increase the percentage of their equity compensation that is performance-based.

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The below table reflects changes to our compensation program authorized in 2019 and implemented in 2020 for our Named Executive Officers prior to the filing of this Proxy Statement:

The charts below depict how our Named Executive Officers’, other than our Chief Executive Officer’s, overall compensation mix changed from 2019 to 2020, including increases in the future.percentage of their total compensation that is performance-based and that constitutes long-term incentive compensation.

In February 2020, the Company also entered into a new employment agreement with Mr. Baccile, which replaced his prior employment agreement and provides for a term of employment through December 31, 2024. The purpose of the new employment agreement is to secure Mr. Baccile’s longer-term commitment to the Company by moving from a rollingtwo-year employment term to a five-year employment term. Mr. Baccile’s new employment agreement is described in greater detail starting on page 37 under “Potential Payments Upon Termination or Change in Control.”

The charts below depict how our Chief Executive Officer’s overall compensation mix changed from 2019 to 2020, including increases in the percentage of his total compensation that is performance-based and that constitutes long-term incentive compensation.

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Specifically, long-term incentive compensation comprised 6% of our Chief Executive Officer’s target pay opportunity in 2019 which, starting in 2020, has been significantly increased to comprise approximately 43% of his target pay opportunity and the largest component of his pay. Consequently, the amount of pay tied to short-term incentive compensation will decline from approximately 72% in 2019 to 36% of the overall target pay opportunity starting in 2020.

The charts below depict how our Chief Executive Officer’s equity compensation mix changed from 2019 to 2020, showing that portion that was short-term time-based incentive equity compensation versus long-term performance-based incentive equity compensation:

ADVISORY VOTE ON EXECUTIVE COMPENSATION

We have determined that our stockholders should vote on asay-on-pay proposal each year, consistent with the preference expressed by our stockholders at our 2011 Annual Meeting of Stockholders.year. While the results of each of these votes isnon-binding, we believe that presenting this matter to our stockholders annually is an important means of obtaining investor feedback on our compensation policies.

At our 20162019 Annual Meeting of Stockholders, approximately 98%97% of the votes cast in the vote on the compensation of our Named Executive Officers as disclosed in the proxy statement for that meeting were in favor of such compensation and, ascompensation. As a result, consistent with the strong support we have received in recentsay-on-pay votes (summarized in the table below), the compensation of our Named Executive Officers was approved by our stockholders on an advisory basis. TheDespite the high level of historical shareholder support, the Compensation Committee believes that these votes reflect our stockholders’ affirmationhas proactively made a number of our compensation philosophy and the manner in which we compensate our executives. In light of this support, the Board of Directors and Compensation Committee elected not to make anypositive changes to our executive compensation policies at this time.

Toprogram, commencing in 2020 (see “2020 Compensation Highlights” starting on page 19 for additional information), which further aligns our executives with the extent that the advisory vote conducted at our 2017 Annual Meeting indicates a lack of support for the compensationlong-term success of our Named Executive Officers as disclosed in this Proxy Statement, we plan to consider our stockholders’ concerns and expect that the Compensation Committee will evaluate whether any actions are necessary to address those concerns.Company.

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PROXY STATEMENT

SETTING EXECUTIVE COMPENSATION

Base Salary

The Company provides the Named Executive Officers with base salary to compensate them for services rendered during the fiscal year. The base salaries of the Named Executive Officers are a function of either the minimum base salaries specified in their employment agreements or the base salary negotiated at the time of an executive’s initial employment, and any subsequent changes to such base salaries approved by the Compensation Committee. In determining changes to such base salaries for any year, the Compensation Committee considers individual performance of the Named Executive Officers in the most recently completed year, including organizational and management development, and leadership exhibited fromyear-to-year. The Compensation Committee also considers, but does not specifically benchmark compensation to, peer information provided by compensation consultants. The Compensation Committee also considers general economic conditions prevailing at the end of suchthe most recently completed year, when the changes for the following year are typically determined. The Company does not guarantee annual base salary increases to anyone.

The base salaries paid to the Named Executive Officers other than our Chief Executive Officer remained unchanged from 2018 to 2019 as reflected in the Summary Compensation Table of this Proxy Statement, and in fact had not been increased since 2013. Effective in 2020, the Company increased the base salaries of each of these Named Executive Officers, as reflected in the table below.

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Our Chief Executive Officer’s base salary remained unchanged in 2019, as had been the case since he was hired in 2016. In September 2016,February 2020, the Company entered into ana new employment agreement with Mr. Baccile that provides, among other things, for a minimum annual base salary of $750,000. For 2016, the$850,000, which reflects an increase to his base salaries paid to the other Named Executive Officers remained unchanged as reflected in the Summary Compensation Tablesalary of this Proxy Statement.$100,000.

Annual IncentivePerformance-Based Bonuses

The Company provides its senior executives with annual incentive compensation based on individual and company performance, which currently includes cash and equity components. The equity portion includes awards issued in the form of restricted Common Stock, to incentivize and reward them for Company and individual performance. shares or, at the election of eligible employees, LP Units with equivalent vesting conditions.

The Company does not guarantee annual bonuses to anyone, exceptanyone.We believe that Mr. Baccile’s employment agreementincluding equity awards as a part of an executive’s annual bonus provides for a 2016 bonus based on target level performance and is prorated forgood alignment with our stockholders by fully reflecting the number of days he was employedtotal return we provide to our stockholders, including dividends or other distributions as well as potential future increases or decreases in 2016.our stock price.

20162019 Employee Bonus Plan

For 2016, except for Mr. Baccile,2019, each Named Executive Officer participated in the incentive compensation plan generally available to the Company’s employees (the “2016“2019 Employee Bonus Plan”), which plan was recommended by the Compensation Committee and adopted by the Board of Directors on March 9, 2016.February 28, 2019.

Under the 20162019 Employee Bonus Plan, a “bonus pool” is establishedwas funded based on the achievement by the Company of certain identified thresholds of four performance categories. TheseFor 2019, these categories arewere (i) FFOper share (as described below), (ii) same store NOI (“SS NOI”) growth (as described below), (iii) fixed charge coverage ratio (as described below) and (iv) discretionary financial andnon-financial objectives determined by the Company’s Chief Executive Officer. The Compensation Committee believes that FFO per share is an important measure of the Company’s performance because, by excluding gains or losses related to sales of previously depreciated real estate assets, real estate asset depreciation and amortization and impairment charges (reversals) recorded on depreciable real estate, FFO captures the operating results of the long-term assets that form the core of the Company’s business and makes comparison of the Company’s operating results with those of other REITs more meaningful. The Compensation Committee believes that, because our success depends largely upon our ability to lease space and to recover the operating costs associated with those leases from our tenants, SS NOI is also an important measure of the Company’s performance. Finally, the Compensation Committee believes that fixed charge coverage ratio is an important measure of the Company’s performance because it is critical to maintaining and improving the rating on the Company’s unsecured debt.

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PROXY STATEMENT

Each of these performance categories may be adjusted by the Compensation Committee in its discretion to exclude the effects of certain items. The Compensation Committee assigned weighting factors to each of the performance categories, such that performance in certain categories had a more pronounced impact on the bonus pool under the 20162019 Employee Bonus Plan thanPlanthan did performance in other categories. The weighting factors were as follows:

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The Compensation Committee established performance targets relating to each performance category for the 20162019 Employee Bonus Plan. At target performance, the bonus pool is funded at the aggregate 75% level of achievement. At maximum performance, the bonus pool is funded at the aggregate 125% level of achievement. The Company’s 20162019 performance in the identified performance categories resulted in the following funding of the bonus pool associated with that performance category:

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PROXY STATEMENT

The Compensation Committee determined that the funding percentage for the bonus pool with respect to the discretionary objectives should be 80%75% based on the Company’s overall performance in 2016,2019, as described in greater detail on page 1216 under “2016“2019 Accomplishments.” TheAlthough the Company’s 20162019 performance in the identified performance categories resulted inallowed for an aggregate bonus pool funding percentage of up to the 116.5% level of achievement, the Compensation Committee authorizingauthorized an aggregate bonus pool available under the 20162019 Employee Bonus Plan in an amount up to 100% ofat the aggregate target maximum112.5% level of achievement for cash and equity bonuses of all eligible employees, including the Named Executive Officers. After determining the aggregate bonus pool available under the 20162019 Employee Bonus Plan, the Compensation Committee and our Chief Executive Officer allocated individual awards based on the individual award recipients’ performance.

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The target maximum bonuses for the Named Executive Officers at the 100% level of achievement for purposes of the 20162019 Employee Bonus Plan were as follows:

The actual percentage of cash and equity bonuses (the “Individual Cash Percentage” and the “Individual Equity Percentage”) awarded to the Named Executive Officers were determined as described below.

The actual individual bonuses paid to the Named Executive Officers (other than Mr. Duncan and Mr. Baccile) from the bonus pool were determined by the Compensation Committee, after recommendations from our Chief Executive Officer, based upon the respective officer’s achievement of the following individual performance objectives that were approved by the Board of Directors and communicated to the officer:

The actual individual bonus paid to Mr. DuncanBaccile from the bonus pool was determined by the Compensation Committee based upon its assessment of the Company’s overall performance and the Company’s achievement of the corporate performance goals under the 20162019 Employee Bonus Plan. The individual bonus paid to Mr. Baccile was based upon target level performance and thenpro-rated based on the number of days he was employed by the Company during the fiscal year pursuant to his employment agreement.

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PROXY STATEMENT

The aggregate amount of cash and equity bonuses paid to the Named Executive Officers under the 2016 Employee Bonus Plan was $6,950,671. The cash bonus payments and equity grants made in the first quarter of 20172020 to each of our Named Executive Officers in settlement of awards under the 20162019 Employee Bonus Plan, together with the applicable Individual Cash Percentage and Individual Equity Percentage, are reflected in the following table:

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For 20142017 and 2015,2018, the Named Executive Officers then-employed by the Company participated in an incentive compensation plan similar to the 20162019 Employee Bonus Plan.

Long-Term Incentive Program Awards

On June 25, 2013, upon recommendation from2018 and 2019 Long-Term Performance Awards

In addition to providing equity to our executives as part of our annual bonus program, we provide long-term equity to our executives on an annual basis that vests only if the Compensation Committee, the Board of Directors adopted the Long-Term Incentive ProgramCompany achieves certain total return thresholds in comparison to our peers (the “LTIP”“Long-Term Performance Awards”), effective as of July 1, 2013.. The purpose of the LTIPLong-Term Performance Awards is to provide incentives for the achievement of longer-term sustained value creation metrics and retention by focusing on longer-term fundamentals.fundamentals and aligning our executives’ interests with our stockholders’ interests.

Long-Term Performance Awards are determined based on the anticipated dollar value of the award and then issued, at the grantee’s option, in a number of performance-based RSUs or performance-based LP Units (such LP Units, “Performance LP Units”) corresponding to the appropriate dollar value.

Effective January 1, 2018, January 1, 2019 and January 1, 2020, the Board of Directors authorized grants of Long-Term Performance Awards under the LTIP are predicated on the achievement2014 Stock Plan to certain employees of performance metrics, which ensures that the Company, including each Named Executive Officer. No other Long-Term Performance Awards remain unvested.

The Long-Term Performance Awards granted effective January 1, 2018 and January 1, 2019 vest based upon the relative annualized total stockholder return of our Common Stock as compared to the MSCI U.S. REIT Index (RMS G), and the NAREIT Industrial Index (FNINDTR), over thepre-established performance measurement period, as follows:

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The Long-Term Performance Awards granted effective January 1, 2018 and January 1, 2019 are summarized in the table below.

2020 Long-Term Incentive Program

In 2019, the Company determined to update its long-term incentive program awards with the goal of increasing the portion of our executive officer’s total equity compensation that is ableperformance-based while also incorporating new awards that are subject to basetime-based vesting, with the initial awards on measurableunder the updated long-term incentive program made in January 2020. Consistent with our compensation philosophy, our long-term incentive program is designed to assist us in attracting and retaining high quality executives, while tying a significant portion of compensation to our financial performance, factors and business results.principally in the case of this program to our total shareholder return.

The Boardfollowing table highlights the significant changes we have made to the Long-Term Incentive Program for 2020:

*The Industrial Peer Group is composed of Directors has authorizedPLD, DRE, REXR, EGP, PSB, STAG, TRNO, MNR, and ILPT.

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2020 Long-Term Transition Awards

The 2020 performance-based awards are divided into three tranches withone-year,two-year, and three-year performance periods. The three-year performance period is reflective of the standardgo-forward grants of awards in 2013, 2015, 2016that will be made annually under this new program. The grants with theone- and 2017 under the LTIP (the “LTIP Awards”). Other than thetwo-year performance periods eachare intended asone-time only grants in order maintain an appropriate level of overall long-term compensation opportunity during the transition from the historical program to the new program. The diagram below shows the grant and vesting schedule of the LTIPhistorical performance-based awards, the historical Employee Bonus Plan equity awards, the transition awards, as well as the new standard performance- and time-based long-term incentive awards (discussed in more detail below).

2020 Long-Term Performance Awards have identical vesting criteria

The Long-Term Performance Awards granted effective January 1, 2020 vest based on two criteria. Forty-three percent (43%) of each Long-Term Performance Award vests based upon the relative total stockholder return of our Common Stock as compared to the total shareholder return of the companies comprising the FTSE Nareit All Equity Index over thepre-established performance measurement period (the “Nareit All Equity Units”). Fifty-seven percent (57%) of each Long-Term Performance Award vests based upon the relative total stockholder return of our Common Stock as compared to the total shareholder return of the following companies: Prologis, Inc. (PLD), Duke Realty Corporation (DRE), Rexford Industrial Realty, Inc. (REXR), EastGroup Properties, Inc. (EGP), PS Business Parks, Inc. (PSB), STAG Industrial, Inc. (STAG), Terreno Realty Corporation (TRNO), Monmouth Real Estate Investment Corporation (MNR), and other terms and conditions. Grantees of LTIP Awards were issued a specified number of performance units (“Performance Units”Industrial Logistics Properties Trust (ILPT) (the “Industrial Peer Group”), over thepre-established performance measurement period (the “Peer Group Units”).

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The Nareit All Equity Units and the Peer Group Units granted effective January 1, 2020 each of whichvest as follows:

The Long-Term Performance Awards granted effective January 1, 2020 are summarized in the table below.

Each Performance Unit represents the right to receive, upon vesting, one share of Common Stock plus dividend equivalents representing any dividends that accrued with respect to such share after the issuance of the Performance UnitsUnit and prior to the date of vesting. All vested Performance Units andvesting, which dividend equivalents will be settled in shares of Common Stock. Dividend equivalents are subject to the same restrictions as the underlying unit award and will only be paidissued upon vesting.

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PROXY STATEMENT

Each LTIP Award vests based upon the relative annualized total stockholder return of our Common Stock as comparedvesting in proportion to the MSCI U.S. REIT Index, with respect to 75%vesting of the totalunderlying award.

If a Long-Term Performance Award is granted in the form of Performance LP Units, additional Performance LP Units are conditionally awarded to represent anticipated dividends, and such additional Performance LP Units are subject to the same restrictions as the underlying Performance LP Units and are subject to forfeiture upon vesting to the NAREIT Industrial Index,extent of dividends actually received with respect to the remaining 25%applicable Performance LP Units during the performance period. The number of Performance LP Units reflected as issued to each Named Executive Officer in the table above is exclusive of such additional Performance LP Units overconditionally awarded to represent anticipated dividends. If applicable vesting conditions and any other restrictions are not satisfied, recipients will forfeit their Performance LP Units. During the applicable performance period, each Performance LP Unit entitles the holder to receive dividends equal topre-establishedone-tenth performance measurement period, as follows:of any dividends otherwise payable with respect to LP Units.

MSCI U.S. REIT Index Performance Units

NAREIT Industrial Index Performance Units

Upon the consummation of a change ofin control of the Company, each grantee of an LTIPa Long-Term Performance Award would become vested in a numberportion of Performance Unitsthe award based on the level of achievement of the applicable performance targets through the date of the change ofin control. In the event of a termination of a

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grantee’s employment due to death or disability, the grantee would become vested in a pro rata number of Long-Term Performance UnitsAwards based on the level of achievement of the applicable performance targets through the date of death or disability.disability, provided that, solely with respect to any Long-Term Performance Awards granted effective January 1, 2018 and January 1, 2019, the grantee would only become vested in apro-rata portion of such Long-Term Performance Awards. In the event of termination of a grantee’s employment due to voluntary retirement, the grantee would retain the Long-Term Performance Awards granted effective January 1, 2020 and such Long-Term Performance Award would vest, at the end of the original performance period, based on the level of achievement of the relevant performance targets through the end of such performance period, and the grantee would become vested in a pro rata numberportion of the Long-Term Performance UnitsAwards granted in 2018 and 2019 based on the level of achievement of the applicablerelevant performance targets through the end of the original performance period.

2020 Long-Term Time-Based Awards

Starting in 2020, we have chosen to provide long-term equity to our executives on an annual basis that vests in equal annual installments over a three-year period based on our executives’ continued service to the Company (the “Long-Term Time-Based Awards”). Long-Term Time-Based Awards are determined based on the anticipated dollar value of the award and then issued, at the grantee’s option, in a number of time-based RSUs, which represent the right to receive an equivalent number of shares of Common Stock upon vesting, or time-based LP Units (such LP Units, “Time-Based LP Units”) corresponding to the appropriate dollar value.

Effective January 1, 2015,2020, the Board of Directors authorized a grantgrants of Performance UnitsLong-Term Time-Based Awards under the LTIP to be made2014 Stock Plan to certain employees of the Company, including each Named Executive Officer then employed byOfficer. No other Long-Term Time-Based Awards have been issued. These Long-Term Time-Based Awards are summarized in the Company (the “2015 LTIP Awards”). The performance period for the 2015 LTIP Awards began on January 1, 2015 and ends on December 31, 2017. The 2015 LTIP Awards awarded to each of our Named Executive Officers then employed by the Company were as follows:table below:

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PROXY STATEMENT

Effective January 1, 2016,Upon the Boardconsummation of Directors authorized a grant of Performance Units under the LTIP to be made to certain employeeschange in control of the Company, including each Named Executive Officer then employedgrantee of a Long-Term Time-Based Award would become fully vested in any unvested portion of the award. In the event of a termination of a grantee’s employment due to death, disability or retirement, the grantee would become fully vested in any unvested portion of the award. If a Long-Term Time-Based Award is granted in the form of restricted stock units, the recipient will not be entitled to receive dividends declared with respect to our Common Stock but, with respect to any cash dividends declared with respect to our Common Stock prior to vesting, will receive a cash payment equivalent to the amount of such dividend per share of Common Stock multiplied by the Company (the “2016 LTIP Awards”). The performance period for the 2016 LTIP Awards began on January 1, 2016 and ends on December 31, 2018. The 2016 LTIP Awards awarded to each of our Named Executive Officers then employed by the Company were as follows:

Effective January 1, 2017, the Board of Directors authorized a grant of Performance Units under the LTIP to be made to certain employeesunvested portion of the Company, including each Named Executive Officer then employed byLong-Term Time-Based Award. If a Long-Term Time-Based Award is granted in the Company (the “2017 LTIP Awards”). The performance period forform of Time-Based LP Units, such Time-Based LP Units entitle the 2017 LTIP Awards began on January 1, 2017 and ends on December 31, 2019. The 2017 LTIP Awards awardedholder to each of our Named Executive Officers then employed by the Company were as follows:receive dividends prior to vesting.

Broad-Based Benefits

All full-time employees are eligible to participate in our health and welfare benefit programs, including medical, dental and vision care coverage, disability insurance and life insurance and our 401(k) plan.

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Termination andChange-in-Control Change in Control Triggers

Mr. Baccile hasis the only Named Executive Officer with an employment agreement. His agreement, andalong with the separate agreements with respect to his restricted Common Stock and LTIP Awardsequity awards granted pursuant to the Company’s 2014 Stock Plan, which agreements specify events, includingchange-in-control, a change in control, that trigger the payment of cash and, as discussed above, vesting in restricted Common Stock and his LTIP Awards. equity awards.

Each of the other Named Executive Officers that is currently employed by the Company have agreementshas an agreement with respect to each of their restricted Common Stock and LTIP Awardsequity awards granted pursuant to the Company’s 2011 and 2014 Stock PlansPlan that specify events, includingchange-in-control, a change in control, that trigger the vesting of such awards. Additionally, each of the other Named Executive Officers is subject to a change in control policy, which provides for specified severance if such person’s employment with the Company is terminated without cause or by the employee for good reason, from four months prior to, until 18 months following, a change in control of the Company. This change in control policy is described in greater detail on page 38 under “Change in Control Policy.”

The Company believes having such events as triggers for the payment of cash and/or accelerated equity award vesting in restricted Common Stock and Performance Units promotes stability and continuity of management. See “Potential Payments Upon Termination or Change ofin Control” starting on page 2737 for more information on the payments triggered by such events.

Stock Ownership Guidelines

The stock ownership guidelines for the Company’s directors and senior executive officers are as follows:

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PROXY STATEMENT

The stock ownership goal for each person subject to the ownership guidelines is determined on an individual basis, using theireach such person’s current retainers or base salaries and using the greater of (i) the market price on the date of purchase or grant of such Common Stock (or equity valued by reference to Common Stock) or (ii) the market price of such Common Stock (or equity valued by reference to Common Stock) as of the date compliance with the stock ownership guidelines is measured. For persons assuming a director or senior executive officer level position, the stock ownership goal must be achieved within five years after the date they assume such position. A copy of the Stock Ownership Guidelines can be found on the Investor Relations/Corporate Governance section of the Company’s website atwww.firstindustrial.com. www.firstindustrial.com. All of our directors and Named Executive Officers are currently in compliance with the guidelines.

Until the directors and senior executive officers reach their respective stock ownership goal, they will be required to retain (i) shares that are owned on the date they became subject to the Stock Ownership Guidelines and (ii) at least seventy-five percent (75%) of “net shares” ornet-after-tax shares delivered through the Company’s executive compensation plans. If the director or senior executive officer transfers an award to a family member, the transferee becomes subject to the same retention requirements. Until the director and senior executive officer stock ownership goals have been met, shares may be disposed of only for one or more of the exclusionexcluded purposes as set forth in the Company’s Stock Ownership Guidelines.

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Hedging and Pledging Prohibition

The Company’s insider trading policy prohibits, among other things, its directors, officers and employees from entering into hedging or monetization transactions with respect to the Company’s securities and from holding the Company’s securities in margin accounts or otherwise pledging such securities as collateral for loans.

Tax Implications

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), generally limitsplaces a limit of $1 million on the deductible amount of annual compensation paid bythat a public company may deduct in any year with respect to a “covered employee” (the chiefcertain covered executive officer and three other most highly compensated executive officersofficers. Although we consider the impact of the company other than the chief financial officer) to no more than $1 million. The Company does not believe that Section 162(m) of the Code is applicable, as well as other tax and accounting consequences, when developing and implementing our executive compensation programs, we retain flexibility to its current arrangements with its executive officers.

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PROXY STATEMENT

provide compensation that may not be deductible.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors of the Company has reviewed, and discussed with management, the Compensation Discussion and Analysis included in this Proxy Statement. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors of the Company that the Compensation Discussion and Analysis be included in this Proxy Statement and, through incorporation by reference from this Proxy Statement, the Company’s Annual Report on Form10-K for the Company’s fiscal year ended December 31, 2016.2019.

Submitted by the Compensation Committee:

L. Peter Sharpe, ChairmanCommittee Chair

Denise A. Olsen

W. Ed Tyler

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PROXY STATEMENT

SUMMARY COMPENSATION TABLE

The Summary Compensation Table below sets forth the aggregate compensation for Peter E. Baccile, the Company’s current President and Chief Executive Officer; Bruce W. Duncan, the Company’s former President and Chief Executive Officer; Scott A. Musil, the Company’s Chief Financial Officer; and certain of the Company’s other highly compensated executive officers as required by SEC rules. The 20162019 Grants of Plan-Based Awards table following the Summary Compensation Table provides additional information regarding incentive compensation granted by the Company to these officers in 2016.2019.