SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
the Securities Exchange Act of 1934 (Amendment No. )
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Boston, Massachusetts 02110
TO BE HELD ON MAY 3, 2021
APRIL 25, 2023
At the meeting, stockholders will consider and vote on the following matters:
If you are unable to attend the meeting, itmaterials.
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March 24, 2021
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2021
2020
Our business strategy has resulted in a consistent track record of creating strong operational and financial performance and long-term value for our stockholders.
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We are proud of the way our employees performed during the COVID-19 crisis. We succeeded due in large part to the stewardship and leadership of our executive management team, who implemented policies to protect the safety and wellbeing of our employees; steered us through the challenges posed by the COVID-19 pandemic; and executed successful strategies to drive strong operational performance, grow our portfolio (despite a near total cessation in acquisition activity at the outset of the pandemic), strengthen our balance sheet and increase stockholder value. We established our bonus performance metrics early in 2020, before the COVID-19 crisis, and we did not adjust those metrics or otherwise make any changes to our executive compensation program in response to the unprecedented pandemic.
| ✔We pay for | | | |
| • Approximately | | | |
| • Annual base salaries are intended to be less than 25% of total | | | |
| • We do not guarantee annual base salary increases, | | |
| ✔Our | | | |
| • Bonuses are based on company performance goals (80%) and individual performance goals (20%). | | | |
| • Our | | | |
| • We do not guarantee bonuses of a minimum amount (bonuses can be zero) and do not provide uncapped | | |
| ✔Our | | | |
| • Performance units granted under the STAG Industrial, Inc. 2011 Equity Incentive Plan, as amended and restated (the “2011 Equity Incentive Plan”), are based on our | | | |
| • Performance units will have zero value (no payout) for performance below the 30th | | | |
| • We target outperformance; | | |
| ✔Stockholders have expressed support for our executive compensation | | | |
| • At the | | |
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| Annual election of directors to the board of directors (the “board”) | | ✔ | | |
| Majority voting standard for the election of directors (with a director resignation policy) | | ✔ | | |
| Regular executive sessions of independent directors | | ✔ | | |
| Independent board; eight of our | | ✔ | | |
| Designation of an independent chair or lead independent director | | ✔ | | |
| All members of the audit, | | ✔ | | |
| Four of the five members of the audit committee qualify as “audit committee financial experts” as defined by the SEC | | ✔ | | |
| Diverse | | ✔ | | |
| Annual board, committee and | | ✔ | | |
| Regular board review | | ✔ | | |
| Stockholder ability to amend bylaws | | ✔ | | |
| No stockholder rights plan (i.e., “poison pill”) without stockholder approval or ratification | | ✔ | | |
| Opted out of Maryland control share acquisition and business combination statutes and may not opt back in without stockholder approval | | ✔ | | |
| Robust stock ownership guidelines for | | ✔ | | |
| Anti-hedging and anti-pledging policies | | ✔ | | |
| Code of business conduct and ethics for employees and directors | | ✔ | |
During 2020, we enhanced and refined ourrelated initiatives. Significantgovernance (“ESG”) initiatives into our overall business, investment and asset management strategies to increase both the sustainability and the value of our portfolio. In December 2021, we published our inaugural 2020-2021 Environmental, Social and Governance Report (our “Sustainability Report”), which includes information regarding our ESG policies and programs, historic results and performance targets, including a long-term greenhouse gas (“GHG”) reduction goal as approved by the Science-Based Targets Initiative (SBTi). While our tenants maintain operational control of the properties under triple-net leases, we seek to (i) identify, assess and manage environmental risks and opportunities at our properties, (ii) collaborate with our tenants on sustainable strategies to optimize property performance and (iii) partner with our tenants to improve the efficiency of our properties through the implementation of environmentally focused practices and solutions.
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| | • In May 2022, we announced our deployment of WatchWire’s Sustainability & Energy Management Software to aggregate utility data for our portfolio. Through the software, we will track our efforts to optimize and reduce resource consumption (electricity, gas and water) and GHG emissions, which will over time provide more thorough accounting of our |
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| | GRESB “A” Score | | |
| | • In October 2022, we announced that we had achieved a
• The improved score triggered a sustainability-related interest rate reduction of two basis points for our unsecured revolving credit facility and certain unsecured term loans, effective October 17, 2022 through June 29, 2024. | |
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| Solar Panel Installations | | | |||
| • We pursue solar energy opportunities in our portfolio nationwide and have executed contracts for solar development or leasing in multiple states. As of December 31, | | |
| | Reflective Roofing | | |
| | • Since 2015, the majority of our roof replacements utilized reflective roofing, which typically is a white membrane that reflects sunlight and reduces building heat load and utility consumption. As of December 31, 2022, approximately 48% of our buildings benefited from reflective roofing. | | |
| | Lighting Conversions | | |
| | • As of December 31, 2022, we had fluorescent or LED lighting systems in | | |
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| • We established our Charitable Action Committee (the “CAC”) to promote quality interaction with our local community in Boston. The CAC is funded by our company and |
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activities | | |
| | Charitable Action Fund | | |
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• As an expression of our commitment to good corporate citizenship, we | | |
Additional information regarding our corporate responsibility program is included in our Sustainability Report, which is available under the “Corporate Responsibility” section of our website at
www.stagindustrial.com. The information located on, or accessible from, our website is not, and should not be deemed to be, part of this proxy statement or incorporated into any other filing that we submit to the SEC. | Proposal | | | Board Recommendation | | | |
| | Proposal 1: Election of Directors | | | FOR | | |
| | Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm | | | FOR | | |
| | Proposal 3: Amendment to the 2011 Equity Incentive Plan | | | FOR | | |
| | Proposal 4: Advisory (Non-Binding) Vote on Executive Compensation | | | FOR | | |
Q: Why did I receive these proxy materials? A: The board Pursuant to rules promulgated by the SEC, we are providing access to our proxy materials over the internet. On or about March 16, 2023, we are mailing to our stockholders of record as of February 27, 2023, either (i) a copy of this proxy statement, the accompanying proxy card, our annual report and the notice of internet availability of proxy materials (the “Notice”) or (ii) the Notice only. The Notice and this proxy statement summarize the information you need to know in order to vote by proxy or at the virtual annual meeting. Q: When was the Notice mailed? A: The Notice was mailed to stockholders beginning on or about March 16, 2023. Q: When and where is the annual meeting being held? A: The annual meeting will be held on Tuesday, April 25, 2023, at 1:00 p.m., Eastern Time, in a virtual-only meeting format. You will be able to attend the annual meeting by visiting www.virtualshareholdermeeting.com/STAG2023. Note that the decision to proceed with a virtual-only meeting again this year will not mean we will utilize a virtual-only format or any means of remote communication for future annual meetings. Q: Who can attend the annual meeting? A: You are entitled to attend the annual meeting if you were a common stockholder of record (i.e., stockholders holding shares of common stock directly in their name with our transfer agent) as of the close of business on February 27, 2023, the record date for the annual meeting, or hold a duly authorized proxy for the meeting provided by your broker, bank or other nominee. You do not need to attend the annual meeting in order to vote. Q: How do I attend the annual meeting? A: You will be able to attend the annual meeting online through live audio webcast at www.virtualshareholdermeeting.com/STAG2023. Online registration will begin 30 minutes before the meeting. To attend and vote at the annual meeting, you must login with your 16-digit control number included on your proxy card, voting instruction form or the Notice you previously received. Q: May stockholders ask questions at the annual meeting? A: Yes. Stockholders will be able to submit live questions during the virtual annual meeting online at www.virtualshareholdermeeting.com/STAG2023. All live questions will be subject to time restrictions, but we will do our best to accommodate as many as possible. Q: What if I have trouble accessing the annual meeting virtually? A: The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong internet connection wherever they intend to participate in the annual meeting. We encourage you to access the | ||
platform prior to the start time. Please allow ample time for online check-in, which will begin at 12:30 p.m. Eastern Time. If you encounter any difficulties accessing the virtual meeting platform during the check-in time or during the annual meeting, please call the technical support number that will be posted on
www.virtualshareholdermeeting.com/
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Proposal 1: | The election of the director nominees must be approved by a majority of the votes cast. | |
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Our company
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nominee.
The table below presents a snapshot of the expected composition of the board of directors.
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Director Nominees | Age | Principal Occupation | Director Since |
Benjamin S. Butcher | 67 | Chief Executive Officer, President and Chairman | 2010 |
Jit Kee Chin | 42 | Executive Vice President, Chief Data Officer and Chief Innovation Officer at Suffolk Construction | 2020 |
Virgis W. Colbert | 81 | Former Executive Vice President of Miller Brewing Company | 2014 |
Michelle S. Dilley | 49 | Chief Executive Officer of Awesome Leaders, NFP | 2018 |
Jeffrey D. Furber | 62 | Global Chief Executive Officer of AEW | 2011 |
Larry T. Guillemette | 65 | Former Chairman, Chief Executive Officer and President of Amtrol | 2011 |
Francis X. Jacoby III | 59 | Chief Financial Officer and Executive Vice President of Leggat McCall Properties, LLC | 2011 |
Christopher P. Marr | 56 | Chief Executive Officer and Trustee of CubeSmart | 2012 |
Hans S. Weger | 57 | Strategic Consultant | 2011 |
| Director Nominees | | | Age | | | Principal Occupation | | | Director Since | | ||||||
| Benjamin S. Butcher | | | | | 69 | | | | Executive Chairman of the Board | | | | | 2010 | | |
| Jit Kee Chin | | | | | 44 | | | | Executive Vice President, Chief Data Officer and Chief Innovation Officer at Suffolk Construction | | | | | 2020 | | |
| Virgis W. Colbert | | | | | 83 | | | | Retired Executive Vice President of Miller Brewing Company | | | | | 2014 | | |
| William R. Crooker | | | | | 43 | | | | President and Chief Executive Officer | | | | | 2022 | | |
| Michelle S. Dilley | | | | | 51 | | | | Chief Executive Officer of Awesome Leaders, NFP | | | | | 2018 | | |
| Jeffrey D. Furber | | | | | 64 | | | | Global Chairman of AEW | | | | | 2011 | | |
| Larry T. Guillemette | | | | | 67 | | | | Retired Chairman, Chief Executive Officer and President of Amtrol | | | | | 2011 | | |
| Francis X. Jacoby III | | | | | 61 | | | | Chief Financial Officer and Executive Vice President of Leggat McCall Properties, LLC | | | | | 2011 | | |
| Christopher P. Marr | | | | | 58 | | | | President and Chief Executive Officer of CubeSmart | | | | | 2012 | | |
| Hans S. Weger | | | | | 59 | | | | Strategic Consultant | | | | | 2011 | | |
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| | Colbert | | | Crooker | | | Dilley | | | Furber | | | Guillemette | | | Jacoby | | | Marr | | | Weger | | ||||||||||||||||||||||||||||||
| CEO/public company executive | | | | | | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | • | | | ||||||
| Data analytics | | | | | | | | | | • | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Finance/accounting | | | | | | | | | | | | | | | | | | | • | | | | | | | | | | | | | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | ||||
| Industrial operations | | • | | | | | | | | | | | • | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | | | | | | | | | | | | | | | | ||||
| Logistics | | • | | | | | | • | | | | | | | | | | | | | | | | | | • | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| Real estate / construction / development / finance | | | | | • | | | | | | | | | | | | • | | | | | | | | | | | | • | | | | | | | | | | | | • | | | | | | • | | | | | | • | | | ||||||
| Real estate | | | | | | | | | | • | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Risk management | | | | • | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | • | | | |||||||
| Strategic planning | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | |||||||||
| Supply chain management | | • | | | | | | | | | | | | • | | | | | | | | | | | | • | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Benjamin S. Butcher
Executive Committees:
• Investment (Chair) Diversity Information: • Gender: Male • Race/Ethnicity: White | | | | Mr. Butcher has served as our executive chairman of the board since July 2022. Previously, Mr. Butcher served as our chief executive officer In light of his extensive company-specific operational, finance and market experience, his leadership abilities, his foundership of our company, and his expertise in the acquisition, ownership and management of single-tenant industrial properties, the board | | |
| | Jit Kee Chin Independent Director Committees:
• Audit Diversity Information: • Gender: Female • Race/Ethnicity: Asian | | | | Dr. Jit Kee Chin has served as executive vice president and chief data officer at Suffolk Construction Corporation Inc. (“Suffolk”), a national privately-held general contractor, since 2017 and In light of her extensive data, analytics and technology infrastructure expertise, including the development and implementation of strategic initiatives, the board | | |
| | Virgis W. Colbert Independent Director Committees:
• Compensation
• Nominating and Corporate Governance Diversity Information: • Gender: Male • Race/Ethnicity: Black/African American | | | | Mr. Colbert served in a variety of key leadership positions with Miller Brewing Company from 1979 until his retirement in 2005, including executive vice president of worldwide operations from 1997 to 2005 and senior vice president of operations from 1993 to 1997. As executive vice president, Mr. Colbert was responsible for plant operations, international operations, brewing, research and quality assurance, engineering, procurement, order production/planning and logistics. Since his retirement, he continues to serve as a senior advisor to In light of his extensive public company board and corporate governance experience and his significant operational experience, including | | |
| | William R. Crooker President and Chief Executive Officer Committees: • Investment Diversity Information: • Gender: Male • Race/Ethnicity: White | | | | Mr. Crooker has served as our chief executive officer and a director since 2022 and president since 2021. Previously, Mr. Crooker served as our chief financial officer and treasurer from 2016 to 2022, executive vice president from 2016 to 2021, chief accounting officer from 2011 to 2016 and senior vice president of capital markets from 2015 to 2016. Prior to the formation of our company, Mr. Crooker served as chief accounting officer for STAG Capital Partners, LLC from 2010 to 2011. From 2002 to 2010, Mr. Crooker worked for KPMG LLP in its real estate practice, focusing primarily on publicly-traded REITs. He held various positions with KPMG LLP, including most recently as senior manager. Mr. Crooker is a certified public accountant and received his Bachelor of Science degree from Bentley University. In light of his extensive company specific operational experience, his leadership abilities, and his financial and capital markets expertise, the board believes that it is in the best interests of our company and our stockholders for Mr. Crooker to continue to serve as a director on the board, subject to stockholder approval at the annual meeting. | | |
| | Michelle S. Dilley Independent Director Committees:
• Compensation
• Nominating and Corporate Governance Diversity Information: • Gender: Female • Race/Ethnicity: White | | | | Ms. Dilley has served as the chief executive officer of Awesome Leaders, NFP since July 2020. AWESOME (Achieving Women’s Excellence in Supply Chain Operations, Management and Education) is the supply chain industry’s most active and prominent organization focused on advancing and transforming the future of supply chain leadership. Prior to joining AWESOME, Ms. Dilley served as chief supply chain transformation officer and additionally as chief operating officer at DSC Logistics, Inc. (“DSC”), a logistics and supply chain management organization, from 2017 to 2020. In these roles, she led the vision for the company’s operating platform, implemented strategic initiatives to deliver continuous improvement and was directly responsible for DSC’s network of logistics centers and supply chain packaging operations throughout North In light of her significant supply chain, finance and operational experience, including experience in the development and implementation of strategic initiatives, and her recent experience with diversity initiatives in the supply chain industry, the board | | |
| | Jeffrey D. Furber Independent Director Committees:
• Compensation (Chair)
• Investment Diversity Information: • Gender: Male • Race/Ethnicity: White | | | | Mr. Furber In light of his significant leadership, corporate governance and capital markets experience and his | | |
| | Larry T. Guillemette Lead Independent Director Committees:
• Audit
• Compensation Diversity Information: • Gender: Male • Race/Ethnicity: White | | | | Mr. Guillemette served as chairman of the board of directors, chief executive officer and president of Amtrol Inc., a multi-national pressure vessel manufacturer (“Amtrol”), from 2006 In light of his extensive leadership experience through his senior officer and director positions and his accounting and real estate experience, the board | | |
| | Francis X. Jacoby III Independent Director Committees:
• Audit
• Investment
• Nominating and Corporate Governance Diversity Information: • Gender: Male • Race/Ethnicity: White | | | | Since 2016, and from 1995 to 2001, Mr. Jacoby has served as executive vice president and chief financial officer of Leggat McCall Properties, LLC, a real estate development company. From 2013 to 2016, Mr. Jacoby served as an independent consultant providing real estate finance, development and disposition related services. From 2008 to 2013, he served as president of Kensington Investment Company, Inc., the wealth management office for a family that owns travel-related businesses and passenger ships and makes investments in real estate, private equity and venture capital. In addition, in 2012, Mr. Jacoby served as the chief financial officer of Grand Circle Corporation, an affiliate of Kensington Investment Company, Inc. From 2001 to 2008, Mr. Jacoby served as the senior vice president and chief financial officer for GID Investment Advisers LLC, a family wealth management office whose primary focus is developing, acquiring and managing apartment communities, suburban office properties and flex industrial business parks throughout the United States for its own account and for joint ventures with institutional investors. From 1983 to 1995, Mr. Jacoby held a variety of senior management positions in the acquisitions, asset management and finance departments of Winthrop Financial Associates, a real estate investment company which owned and managed multiple property types. Mr. Jacoby holds a Bachelor of Arts degree from Dartmouth College and a Master of Business Administration degree from Boston University. In light of his extensive investment and capital markets experience and his significant financial and real estate investment experience, including structuring, negotiating and closing complex transactions, the board | | |
| | Christopher P. Marr Independent Director Committees:
• Audit
• Nominating and Corporate Governance (Chair) Diversity Information: • Gender: Male • Race/Ethnicity: White | | | | Mr. Marr has served as chief executive officer and member of the board of trustees of CubeSmart (NYSE: CUBE), a real estate company that acquires, owns, operates and develops self-storage facilities in the United States, since 2014 and as president of CubeSmart since 2008. Previously, he served as chief operating officer of CubeSmart from 2012 to 2014, In light of his public company leadership, financial reporting and operations experience as an executive officer of | | |
| | Hans S. Weger Independent Director Committees:
• Audit (Chair)
• Compensation
• Investment Diversity Information: • Gender: Male • Race/Ethnicity: White | | | | Mr. Weger provides consulting services to real estate and other companies. Prior to that, Mr. Weger served as chief financial officer of Focus Brands Inc., the franchisor and operator of restaurants and cafes in the United States, Puerto Rico and 63 foreign countries, from 2014 to 2016. From 2012 to 2014, Mr. Weger served as chief financial officer of Outrigger Enterprises Group, a privately-held leisure lodging and hospitality company. From 1998 to 2011, Mr. Weger served as chief financial officer, executive vice president and treasurer of LaSalle Hotel Properties (NYSE: LHO), a REIT focused on the acquisition, ownership, redevelopment and leasing of primarily upscale and luxury full-service hotels. In addition, Mr. Weger served as secretary of LaSalle Hotel Properties from 1999 to 2011. Mr. Weger was responsible for all of the company’s financial, accounting, human resources and information technology activities. Prior to joining LaSalle Hotel Properties, Mr. Weger served as vice president and treasurer for La Quinta Inns, Inc. where he was responsible for all financing activities. From 1992 until 1997, Mr. Weger served in various management roles with Harrah’s Entertainment, Inc. where he was responsible for strategic planning, mergers and acquisitions and project financing. Mr. Weger holds a Bachelor of Science degree from the University of Southern Mississippi and a Master of Business Administration degree from the University of Chicago. In light of his real estate and real estate financing knowledge and his financial reporting and operations experience as the chief financial officer of a publicly-traded | | |
| | Matts S. Pinard Executive Vice President, Chief Financial Officer and Treasurer Age: | | | | Mr. | ||
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| | Jeffrey M. Sullivan Executive Vice President, General Counsel and Secretary Age: | | | | Mr. Sullivan has served as our executive vice president, general counsel and secretary since 2015. From 2012 to 2014, Mr. Sullivan was a partner in the corporate group of Hunton & Williams LLP, and from 2005 to 2012, Mr. Sullivan was a partner in the finance group of DLA Piper LLP (US). Before joining DLA Piper LLP (US), Mr. Sullivan was an associate and then partner in the corporate transactions and securities group of Alston & Bird LLP from 1998 to 2005. While in private practice, Mr. Sullivan focused on securities law, mergers and acquisitions, corporate governance matters and general corporate law, primarily involving REITs and other real estate companies, private equity funds and underwriters. Mr. Sullivan holds a Bachelor of Arts degree from University of North Carolina at Chapel Hill and a Juris Doctor degree from Vanderbilt University Law School. | | |
| | Michael Chase Executive Vice President, and Chief Investment Officer Age: | | | | Mr. | | |
officer and executive chairman.
pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange
Director | Investment | Audit | Compensation | Nominating and |
Benjamin S. Butcher | Chair | |||
Jit Kee Chin | ● | |||
Virgis W. Colbert | ● | ● | ||
Michelle S. Dilley | ● | ● | ||
Jeffrey D. Furber | ● | Chair | ||
Larry T. Guillemette | ● | ● | ||
Francis X. Jacoby III | ● | ● | ● | |
Christopher P. Marr | ● | Chair | ||
Hans S. Weger | ● | Chair | ● | |
Meetings Held in 2020 | 4 | 4 | 6 | 3 |
| Director | | | Investment Committee | | | Audit Committee | | | Compensation Committee | | | Nominating and Corporate Governance Committee | |
| Benjamin S. Butcher | | | Chair | | | | | | | | | | |
| Jit Kee Chin | | | | | | • | | | | | | | |
| Virgis W. Colbert | | | | | | | | | • | | | • | |
| William R. Crooker | | | • | | | | | | | | | | |
| Michelle S. Dilley | | | | | | | | | • | | | • | |
| Jeffrey D. Furber | | | • | | | | | | Chair | | | | |
| Larry T. Guillemette | | | | | | • | | | • | | | | |
| Francis X. Jacoby III | | | • | | | • | | | | | | • | |
| Christopher P. Marr | | | | | | • | | | | | | Chair | |
| Hans S. Weger | | | • | | | Chair | | | • | | | | |
| Meetings Held in 2022 | | | 2 | | | 4 | | | 6 | | | 2 | |
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of directors considers director candidates based on a number of factors, including:●whether the board member will be “independent,” as such term is defined by the NYSE listing standards;●whether the candidate possesses the highest personal and professional ethics, integrity and values;●whether the candidate has demonstrated leadership ability, with broad experience, diverse perspectives, and the ability to exercise sound business judgment;●whether the candidate has experience in areas important to the operations of our company;●whether the candidate has an inquisitive and objective perspective, practical wisdom and mature judgment; and
•●whether the candidate provides a diversity of viewpoints, background, experience and demographics as compared to the current members of the board.
The nominating and corporate governance committee successfully completed our most recent board refreshment process in 2020 with the appointment of Dr. Chin to serve as an independent director.
current lead independent director, will become the chairman of the board.
oversight function. This oversight function is enhanced by the audit, compensation and nominating and corporate governance committees being comprised entirely of independent directors. A number of board and committee processes and procedures, including regular executive sessions of independent directors and a regular review of our executive officers’ performance, provide substantial independent oversight of our management’s performance. Finally, under our bylaws and corporate governance guidelines, the board has the ability to change its structure, should that be deemed appropriate and in the best interest of our company and our stockholders. The board believes that these factors provide the appropriate balance between the authority of those who oversee our company and those who manage it on a day-to-day basis.
board.
| BOARD OF DIRECTORS | | | |||||||||
| | One of the key functions of the board
• Strategic and operational risk management
• Information security risks (see “—Information Security”
• Management and board succession planning (see “—Management Succession Plans” In addition, as discussed above under “—Board and Committee Evaluations,” the board conducts an annual self-evaluation in order to evaluate its performance for
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| | Audit Committee | | | | Compensation Committee | | | | Nominating and Corporate Governance Committee | | |
| | • Financial risks, including our guidelines and policies to govern the process by which risk assessment and management is undertaken
• Compliance with legal and regulatory requirements
• Internal audit function | | | • Risks related to our compensation policies and |
| | | • Corporate governance risks, including
• ESG risks, including environmental sustainability risks, corporate social responsibility and related governance reporting |
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| | SENIOR MANAGEMENT TEAM | | | ||||||||
| | Our senior management team reviews and prioritizes significant risks, allocates resources for mitigation and provides the board | | |
| | Information Security Risks | | | | Disclosure Risks | | | | Environmental Risks | | |
| | Our chief
| | | Our disclosure committee, consisting of certain executives and senior employees, reports to our chief financial | | | Our | | |
In addition to the board of directors’ review of risks applicable to our company generally, as discussed under the “—Board and Committee Evaluations” section above, the board of directors conducts an annual self-evaluation in order to evaluate its performance for the purpose of improving board and committee processes and effectiveness.
We use third-party experts to review and test our information security systems, including regular penetration tests of our network. We also use third-party systems to monitor our information security continually. We maintain a cybersecurity insurance policy, and we conduct mandatory information security training for all employees several times a year and regularly test our employees for information security awareness and adherence to our information security recommendations.
succession of other key positions.
In 2020,2022
| Position Held | | | Annual Cash Fee(1) | | | Annual Equity Grant(2) | | ||||||
| Non-Management Director | | | | $ | 55,000 | | | | | $ | 110,000 | | |
| Lead Independent Director | | | | $ | 25,000 | | | | | | — | | |
| Audit Committee Chair | | | | $ | 20,000 | | | | | | — | | |
| Compensation Committee Chair | | | | $ | 15,000 | | | | | | — | | |
| Nominating and Corporate Governance Committee Chair | | | | $ | 15,000 | | | | | | — | | |
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As mentioned above, wethe 2022 annual grant annualof equity awards to our non-management directors. In addition, anyat the time of grant. Any non-management director who joins the board of directors in the future receives an initial grant of LTIP units upon the commencement of his or her service. The LTIP units granted annually vest on January 1 of the following year, subject to the recipient’s continued service as a director. LTIP units can be converted to common units of our operating partnership, STAG Industrial Operating Partnership, L.P. (our “operating partnership”), on a one-for-oneone for one basis once a material equity transaction has occurred that results in the accretion of the member’s capital account to the economic equivalent of the common unit.
The board of directors (or a duly formed committee thereof) may revise our non-management directors’ compensation in its discretion.
20202022:
Name | Fees Earned(1) | Stock Awards(2)(3) | Total | ||||
Jit Kee Chin | $50,000 | $99,992 | $149,992 | ||||
Virgis W. Colbert | $50,000 | $99,992 | $149,992 | ||||
Michelle S. Dilley | $50,000 | $99,992 | $149,992 | ||||
Jeffrey D. Furber | $65,000 | $99,992 | $164,992 | ||||
Larry T. Guillemette | $75,000 | $99,992 | $174,992 | ||||
Francis X. Jacoby III | $50,000 | $99,992 | $149,992 | ||||
Christopher P. Marr | $62,500 | $99,992 | $162,492 | ||||
Hans S. Weger | $70,000 | $99,992 | $169,992 |
| Name | | | Fees Earned(1) | | | Stock Awards(2)(3) | | | Total | | |||||||||
| Jit Kee Chin | | | | $ | 55,000 | | | | | $ | 110,013 | | | | | $ | 165,013 | | |
| Virgis W. Colbert | | | | $ | 55,000 | | | | | $ | 110,013 | | | | | $ | 165,013 | | |
| Michelle S. Dilley | | | | $ | 55,000 | | | | | $ | 110,013 | | | | | $ | 165,013 | | |
| Jeffrey D. Furber | | | | $ | 70,000 | | | | | $ | 110,013 | | | | | $ | 180,013 | | |
| Larry T. Guillemette | | | | $ | 80,000 | | | | | $ | 110,013 | | | | | $ | 190,013 | | |
| Francis X. Jacoby III | | | | $ | 55,000 | | | | | $ | 110,013 | | | | | $ | 165,013 | | |
| Christopher P. Marr | | | | $ | 70,000 | | | | | $ | 110,013 | | | | | $ | 180,013 | | |
| Hans S. Weger | | | | $ | 75,000 | | | | | $ | 110,013 | | | | | $ | 185,013 | | |
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initiatives.
During 2020,
2020
While our tenants maintain operational control of the properties under triple-net leases, we seek to (i) identify, assess and manage environmental risks and opportunities at our properties, (ii) collaborate with our tenants on sustainable strategies to optimize property performance and (iii) partner with our tenants to improve the efficiency of our properties through the implementation of environmentally focused practices and solutions. We have made progress on environmental issues in four primary areas – (i)areas:
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| New Software Platform | | | |
| | • In May 2022, we announced our deployment of WatchWire’s Sustainability & Energy Management Software to aggregate utility data for our portfolio. Through the software, we will track our efforts to optimize and reduce resource consumption (electricity, gas and water) and GHG emissions, which will over time provide more thorough accounting of our Scope 3 portfolio GHG emissions and allow us to allocate capital to the most impactful improvements within the portfolio. We also expect the software will facilitate integrations with the U.S. Environmental Protection Agency’s ENERGY STAR Portfolio Manager, GRESB and the CDP (formerly known as the Carbon Disclosure Project). | | |
| | GRESB “A” Score | | |
| ||||
• In
• The improved score triggered a sustainability-related interest rate reduction of two basis points for our unsecured revolving credit facility and certain unsecured term loans, effective October 17, 2022 through June 29, 2024. | |
|
| | |||
Solar Panel Installations | | | ||
| | • We pursue solar energy opportunities in our portfolio nationwide and have executed contracts for solar | | |
| | Reflective Roofing | | |
| | • Since 2015, the majority of our roof replacements utilized reflective roofing, which typically is a white membrane that reflects sunlight and reduces building heat load and utility consumption. As of December 31, 2022, approximately 48% of our buildings benefited from reflective roofing. | | |
| | Lighting Conversions | | |
| | • As of December 31, 2022, we had fluorescent or LED lighting systems in
| | |
32
In April 2020, the
Employee Engagement
COVID-19 Business Continuity
We are committed to the health and safety of our employees and reducing their risk of exposure to COVID-19. Our response to the COVID-19 pandemic is a direct reflection of our commitment to our employee’s health, safety and well-being, as well our commitment to training and preparedness. In response to the outbreak of COVID-19 in the United States, we acted swiftly to protect the health and safety of our employees while also ensuring the continuity of operations. By mid-March 2020, we transitioned substantially all employees to working remotely with no disruption to our financial, operational, communications and other systems. Throughout the year, we communicated frequently with employees through manager, department and company-wide video and audio meetings, email correspondence and other forms of electronic communication to enhance transparency and encourage open dialogue between leadership and employees. In addition, we developed and distributed safety guides for voluntary office visits in addition to equipping offices with personal protective equipment and enhanced cleaning regimens.
Corporate Donations and Volunteering
Charitable Action Committee
Early in our life as a public company,
Charitable Action Fund
In November 2020, we announced the establishment of the Charitable Action Fund in cooperation with the Boston Foundation. The Charitable Action Fund will support our social responsibility endeavors, including promoting equality and inspiring children and young adults, particularly those at risk, to realize their potential and benefit future generations. The Charitable Action Fund was formed to be the predominant channel for our monetary charitable giving and will augment our ongoing company-wide volunteer programs. The Charitable Action Fund is a donor advised fund sponsored by the Boston Foundation, which is a non-profit organization qualified under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). Our executive officers will oversee the Charitable Action Fund, in conjunction with the CAC.
justice:
| | Charitable Action Committee | | |
| | • We established the CAC to promote quality interaction with our local community in Boston. The CAC is funded by our company and managed by volunteer employees with differing seniorities and responsibilities. We support several local and national charities, through a combination of financial support (both direct and employee matching) and volunteer activities (such as food and clothing distribution, habitat improvement, etc.), with a focus on supporting children, young adults, equality and social justice. | | |
| | Charitable Action Fund | | |
| | • As an expression of our commitment to good corporate citizenship, we established the Charitable Action Fund in cooperation with the Boston Foundation. The Charitable Action Fund supports our social responsibility endeavors, including promoting equality and inspiring children and young adults—particularly those at risk—to realize their potential and benefit future generations. The Charitable Action Fund was formed to be the predominant channel for our monetary charitable giving and augments our ongoing company-wide volunteer programs. The Charitable Action Fund is a donor advised fund sponsored by the Boston Foundation, which is a non-profit organization qualified under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). Our executive officers oversee the Charitable Action Fund, in conjunction with the CAC. | | |
| Annual election of directors to the board | | ✔ | | |
| Majority voting standard for the election of directors (with a director resignation policy) | | ✔ | | |
| Regular executive sessions of independent directors | | ✔ | | |
| Independent board; eight of our | | ✔ | | |
| Designation of an independent chair or lead independent director | | ✔ | | |
| All members of the audit, | | ✔ | | |
| Four of the five members of the audit committee qualify as “audit committee financial experts” as defined by the SEC | | ✔ | | |
| Diverse | | ✔ | | |
| Annual board, committee and director self-evaluations, assisted by outside counsel | | ✔ | | |
| Regular board review | | ✔ | | |
| Stockholder ability to amend bylaws | | ✔ | | |
| No stockholder rights plan (i.e., “poison pill”) without stockholder approval or ratification | | ✔ | | |
| Opted out of Maryland control share acquisition and business combination statutes and may not opt back in without stockholder approval | | ✔ | | |
| Robust stock ownership guidelines for | | ✔ | | |
| Anti-hedging and anti-pledging policies | | ✔ | | |
| Code of business conduct and ethics for employees and directors | | ✔ | |
Vendor Code of Conduct
We engage with stockholders throughout the year in order to:
We have adopted
| Stock Ownership Guidelines | | |||||||||||||||||||||
| Chief Executive Officer | | | • | | | • | | | • | | | • | | | • | | | • | | | 6x base salary | |
| Other Executive Officers | | | • | | | • | | | • | | | | | | | | | | | | 3x base salary | |
| Non-Management Directors | | | • | | | • | | | • | | | • | | | • | | | | | | 5x annual cash retainer | |
In addition, we have adopted stock ownership guidelines that apply to all non-management members of the board of directors. The stock ownership guidelines require that the non-management members own qualified securities equal to five times their annual cash retainer. Qualified securities include common stock, preferred stock, common units and LTIP units, whether owned directly or indirectly. Newly appointed non-management members of the board of directors have up to five years to comply with the stock ownership guidelines. All of our non-management members of the board of directors are in compliance with our stock ownership guidelines.
The insider trading policy prohibits our officers, directors, employees and their respective family members from, among other prohibited activities,laws, including (i) directly or indirectly engaging in strategies using puts, calls, equity swaps or other derivative securities on an exchange or in any other market in order to hedge or offset any decreases in the market value of any directly or indirectly owned securities of the company, (ii) engaging in short sale transactions or forward sale transactions or any short-term, or speculative transactions in our securities or in other transactions in our securities that may lead to inadvertent violations of insider trading laws and (iii) pledging our securities as collateral for a loan or otherwise using our securities to secure a debt, including through the use of traditional margin accounts with a broker.
the board of directors consult the chairman of the board in advance of accepting an invitation to serve on another company’s board should there be a possible conflict and notify the nominating and corporate governance committee in writing of the outcome. Because the facts and circumstances regarding potential conflicts are difficult to predict, the board of directors has not adopted a written policy for evaluating conflicts of interests. If a conflict of interest arises, the board will review, among other things, the facts and circumstances of the conflict, our applicable corporate governance policies, the effects of any potential waivers of those policies, applicable state law and theapplicable NYSE continued listing rules, and regulations, and will consider the advice of counsel before making any decisions regarding the conflict.
STAG Industrial, Inc.
One Federal Street, 23rd Floor
Boston, Massachusetts 02110
boardofdirectors@stagindustrial.com
/ Independent Chairman of the Board
STAG Industrial, Inc.
One Federal Street, 23rd Floor
Boston, Massachusetts 02110
leadindependentdirector@stagindustrial.com
Chairman
STAG Industrial, Inc.
One Federal Street, 23rd Floor
Boston, Massachusetts 02110
auditcommittee@stagindustrial.com
40
for 2022 are set forth below:
2020 Say-On-Pay Vote
At the 2020 annual meeting of stockholders, approximately 97.4% of the votes cast in the advisory vote on the 2019 compensation of our named executive officers were in favor. The compensation committee considered these voting results as supportive of the committee’s general executive compensation practices.
2020
| Our acquisition platform and process create significant external growth. | | |
| | Our balance sheet enables capital access and liquidity and facilitates our strategic | | |
|
We continue to execute on our operational goals and maintained strong occupancy | | |
| Our operating and financial performance has translated into significant long-term stockholder returns. | | |
| | Our investment strategy and execution generate significant cash flow | | |
The key components of compensation are designed to be flexible and complementary and to support, collectively, the goals and objectives of our executive compensation program.
Below are additionalkey features of our current executive compensation practices – practices—both the practices we believe drive performance and the practices we have not implemented because we do not believe they would serve the stockholders’ long-term interests:
| | What We Do | | | | What We Don’t Do | | |
| | ✔ We mitigate undue risk, including utilizing retention provisions, multiple performance targets, and robust board and management processes to identify risk.
| | | | ✘ We | | |
| | ✔ A substantial majority of compensation is tied to performance
| | | | ✘ We do not guarantee annual base salary increases or bonuses of a minimum amount (bonuses can be zero). | | |
| | ✔ We measure performance against multiple metrics and indices to avoid the risk of poor correlation of performance and reward. | | | | ✘ We do not provide uncapped bonuses. | | |
| | ✔ We require
| | | | ✘ We do not reprice stock options or stock appreciation rights without stockholder approval; exercise or base prices may not be less than grant date fair market value of our common stock. | | |
| | ✔ The 2011 Equity Incentive Plan generally requires a minimum one-year vesting period for stock options and stock appreciation rights.
| | | | ✘ We prohibit liberal share recycling; we may not reuse shares withheld or delivered for tax withholdings or exercise prices or use “net share counting” for stock appreciation rights. | | |
| | ✔ We have reasonable
|
| | | ✘ Our employment agreements do not include tax gross-up provisions with respect to payments contingent upon a change of control. We do not have pension plans.
| | |
| | ✔ We provide modest perquisites that have a sound benefit to our business. | | | | ✘ We do not distribute dividends on unearned performance unit awards.
| | |
| | ✔ The compensation committee benefits from its utilization of an independent compensation consulting firm. | | | | ✘ The compensation consulting firm did not provide any services to us not related to compensation,
| | |
| | ✔ We have stock ownership guidelines for executive officers and directors. | | | | ✘ We prohibit hedging and pledging of our common stock by executive officers and directors. | | |
2020 Changes to Our Equity Incentive Compensation Program
Historically we have issued performance units to our executive officers that may settle in shares of common stock (or other securities) depending on our relative TSR performance over a three-year measuring period compared to three benchmarks: (i) the TSR of companies in an industry peer group, (ii) the TSR of companies in a size-based peer group, and (iii) the TSR of companies in a major real estate company stock index. The performance units also have a significant absolute TSR as a condition to higher settlement, or payout, levels.
In connection with the adoption of our redesigned executive compensation program in 2019, the compensation committee determined that, effective for the performance units to be issued after year-end 2019, the threshold for a target payout would be increased from the 50th percentile to the 55th percentile. The compensation committee further determined that other terms of the performance units would be substantially similar to the terms of our historical performance units.
Below are the key terms of the new performance unit awards:
ü Performance units will have zero value (no payout) for performance below the 30th percentile
ü Must outperform to earn target award; threshold for target payout is the 55th percentile
ü Must achieve a cumulative 25% absolute TSR to receive a payout above target on 50% of the award
The compensation committee specifically considered whether the performance units should pay out above target or otherwise in instances where we have had strong relative TSR performance but a negative absolute TSR (i.e., outperformance among the three peer groups when they have had overall negative performance). The compensation committee continues to believe that competitive pay practices require that executive officers be compensated at a reasonable level for outperforming peers in difficult economic environments, even if absolute TSR is negative. In this regard, the compensation committee took note of the following:
Executive Compensation Objectives and Philosophy
thoughtful and creative stewardship and exhibiting outstanding performance. The specific objectives of
The compensation reported in this graph differs from compensation reportedour common stock (as in the summary compensation table. The graph above aligns the value of equity incentive awards with the performance year for which they were earned, rather than the year in which they were granted. For example, compensation earned in any given year includes the fair value, as of the vesting date,case of LTIP units that vested during the year, rather than the fair value, as of the grant date, of LTIP units granted in the year. As another example, compensation in 2019 includes the fair value of the LTIP units issued in satisfaction of the outperformance plan interests granted in 2016.
Benchmark | Performance Metrics | Performance Result(1) | Metric Payout Percentage | Weighting | Calculated | ||||||
30th Percentile | 50th Percentile | 75th Percentile | 95th Percentile | ||||||||
Size-Based Peer Group | 50% earned | 100% earned | 200% earned | N/A | 52nd percentile | 109.3% | 25% | 27.3% | |||
Industry Peer Group | 50% earned | 100% earned | 200% earned | N/A | 32nd percentile | 54.6% | 25% | 13.7% | |||
MSCI US REIT Index(3) | 50% earned | 100% earned | 200% earned | 300% earned | 75th percentile | 199.4% | 50% | 99.7% | |||
Total Calculated Payout Percentage: | 140.7% | ||||||||||
| | | | Performance Metrics | | | | Performance Result(1) | | | Metric Payout Percentage | | | | Weighting | | | Calculated Payout Percentage(2) | | | | | | |||||||||
| Benchmark | | | 30th Percentile | | | 50th Percentile | | | 75th Percentile | | | 95th Percentile | | | | ||||||||||||||||
| Size-Based Peer Group | | | 50% earned | | | 100% earned | | | 200% earned | | | N/A | | | | 77% | | | 200.0% | | | | 25% | | | 50.0% | | | | ||
| Industry Peer Group | | | 50% earned | | | 100% earned | | | 200% earned | | | N/A | | | | 59% | | | 118.8% | | | | 25% | | | 29.7% | | | | ||
| MSCI US REIT Index(3) | | | 50% earned | | | 100% earned | | | 200% earned | | | 300% earned | | | | 80% | | | 100.0% | | | | 50% | | | 50.0% | | | | ||
| | | | | | | | | | | | | | | | | Total Calculated Payout Percentage: | | | 129.7% | | | |
Engagement of Compensation Consultant
Brixmor Property Group, Inc. | | | Lexington Realty | | Rexford Industrial Realty, Inc. | | ||
| EastGroup Properties, Inc. | | National Retail Properties, Inc. | | | Spirit Realty | ||
| First Industrial Realty Trust, Inc. | | | Physicians Realty Trust | | | STORE Capital Corporation | |
| Healthcare Trust, Inc. | | | PS Business Parks, Inc.(1) | | | Terreno Realty Corporation | |
| Duke Realty Corporation(1) | | Industrial Logistics Properties Trust | | | PS Business Parks, Inc.(1) | | |
| EastGroup Properties, Inc. | | Lexington Realty Trust | | | Rexford Industrial Realty, Inc. | | |
| First Industrial Realty Trust, Inc. | | Plymouth Industrial | |||||
| Terreno Realty Corporation | |
Element | | | Description | | | Objectives | | | ||
| | Annual Cash Compensation | | | ||||||
| | Annual Base Salary | | | Fixed cash compensation. Reviewed and adjusted periodically. Annual base salaries for executives are intended to be less than 25% of total compensation. |
| | • Attract and retain executives
• Provide steady source of income sufficient to permit executives to focus effectively on their professional responsibilities
• Help ensure that total cash compensation is competitive but not in excess of market | | |
| | Annual Cash Incentive Bonus Program | | | “At risk” variable cash compensation based on company performance goals and individual performance goals. |
| | • Encourage executives to achieve annual company and individual performance goals
• Align executives’ interests with the stockholders’ interests | | |
| | Equity Incentive Compensation Program | | | ||||||
| | LTIP Units | | | Awards vest in equal installments over multi-year periods, subject to continued service. Value of the award is “at risk” since (i) the award may never have any liquidation value in the absence of sufficient stock price appreciation and (ii) the value fluctuates with |
| | • Promote long-term equity ownership by executives
• Encourage the retention of executives
• Align executives’ interests with the stockholders’ interests | | |
| | Performance Units | | | “At risk” variable equity compensation based on company performance over three-year performance period. Awards are paid in common stock or LTIP units. Performance units for executives should generally constitute approximately |
| | • Encourage executives to achieve long-term company performance goals
• Align executives’ interests with the stockholders’ interests
• Attract and retain executives | | |
Annual Cash Incentive Bonus Programtheseour executive officers to focus effectively on their professional responsibilities. Base salaries of the named executive officers are reviewed and may be adjusted periodically by the compensation committee. No formulaic base salary increases are provided to the named executive officers. The compensation committee has determined that named executive officers’ base salaries should generally constitute less than 25% of total annual compensation.
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|
Core FFO per Share
FFO is a widely recognized measure of the performance of REITs. We calculate FFO in accordance with the standards established by Nareit. FFO represents net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciable operating buildings, impairment write-downs of depreciable real estate, real estate related depreciation and amortization (excluding amortization of deferred financing costs and fair market value of debt adjustment) and after adjustments for unconsolidated partnerships and joint ventures. “Core FFO” excludes transaction costs, amortization of above and below market leases, net, loss on extinguishment of debt, gain (loss) on involuntary conversion, gain (loss) on swap ineffectiveness, and non-recurring other expenses. We believe that Core FFO, which excludes items that by their nature are not comparable from period to period and tend to obscure actual operating results, is useful to compare our operating performance over a given time period to that of other companies and other time periods in a consistent manner.
With the 50% weighting of the Core FFO per Share component, our chief executive officer can earn between 31.3 percentage points (at the threshold level) and 93.8 percentage points (at the maximum level) and our other named executive officers can earn between 25.0 (at the threshold level) and 75.0 (at maximum level) under this performance goal component. As shown in the chart below, for 2020, our Core FFO per Share, assuming bonuses were paid at target levels, was $1.90, or 0.5% greater than the target Core FFO per Share goal. As a result, our chief executive officer earned 72.9 percentage points and the other named executive officers earned 58.3 percentage points under the Core FFO per Share performance goal component.
| | Core FFO per Share | | | |||
| | | | Why we use this measure: FFO is a widely recognized measure of the performance of REITs. We believe that Core FFO, which excludes items that by their nature are not comparable from period to period and tend to obscure actual operating results, is useful to compare our operating performance over a given time period to that of other companies and other time periods in a consistent manner. See Appendix A attached hereto for definitions of FFO and Core FFO. 2022 performance: For 2022, our Core FFO per Share was $2.21, or 0.9% greater than the maximum goal. As a result, our chief executive officers earned 93.8 percentage points and the other named executive officers earned 75.0 percentage points under this component. See the table below under “—2022 Company Performance Results.” | | |
| | Acquisition Volume | | | |||
| | | | Why we use this measure: We are a growth-oriented company, and much of our growth is external, from acquisitions. Moreover, a significant portion of our employees and resources are directed toward acquisitions. Accordingly, our annual Acquisition Volume measures one of our core operations. 2022 performance: For 2022, our Acquisition Volume was approximately $472.6 million, which was below the threshold goal. As a result, our chief executive officers and the other named executive officers earned 0.0 percentage points under this component. See the table below under “—2022 Company Performance Results.” | | |
| | Net Debt to Run Rate Adjusted EBITDAre | | | |||
| | | | Why we use this measure: We use the ratio of Net Debt to Run Rate Adjusted EBITDAre, which we view as an important measurement of the strength of our balance sheet, the strength or riskiness of our earnings and our ability to withstand negative economic trends (such as a decrease in our stock price), to compare our performance to that of our industry peers. See Appendix A attached hereto for definitions of Net Debt and Run Rate Adjusted EBITDAre. 2022 performance: For 2022, our Net Debt to Run Rate Adjusted EBITDAre was 5.20x, or 5.5% better than the threshold goal. As a result, our chief executive officers earned 11.3 percentage points and the other named executive officers earned 9.0 percentage points under this component. See the table below under “—2022 Company Performance Results.” | | |
| | Same Store Cash NOI Growth | | | |||
| | | | Why we use this measure: Same Store Cash NOI Growth is a measurement of our internal growth and a primary financial measure for evaluating the core operating performance of our properties. Comparing Cash NOI on a “same store” basis (i.e., looking at the exact same set of stabilized properties over the periods being compared) allows for an apples-to-apples comparison. See Appendix A attached hereto for definitions of NOI, Cash NOI and “same store” Cash NOI. 2022 performance: For 2022, our Same Store Cash NOI Growth was 5.0%, or 11.1% greater than the maximum goal. As a result, our chief executive officers earned 18.8 percentage points and the other named executive officers earned 15.0 percentage points under this component. See the table below under “—2022 Company Performance Results.” | | |
Acquisition Volume
We are a growth-oriented company, and much of our growth is external, from acquisitions. Moreover, a significant portion of our employees and resources are directed toward acquisitions. Accordingly, our annual Acquisition Volume measures one of our core operations.
With the 10% weightingcalculation of the Acquisition Volume component, our chief executive officer can earn between 6.3 percentage points (at the threshold level) and 18.8 percentage points (at the maximum level) and our other named executive officers can earn between 5.0 (at the threshold level) and 15.0 (at maximum level)earned under thiseach company performance goal component. As shown in the chart below,Also, see
pandemic’s effects on pricing and leasing, for a full quarter of the year we were limited in our ability to source, underwrite and complete acquisitions. Despite this, we made significant efforts once acquisition market activity resumed that resulted in a near achievement of our Acquisition Volume goal. The compensation committee deliberated as to whether to adjust the Acquisition Volume goal in light of the challenges created by the COVID-19 pandemic, including whether to evaluate the metric on an annualized basis, which would have resulted in a payout under this performance component. Ultimately, the compensation committee concluded that maintaining the Acquisition Volume goal, as originally established, was appropriate. As a result, our named executive officers did not earn any percentage points under the Acquisition Volume performance goal component. See the table below under “—2020 Company Performance Results” for more detail on the calculation.
Core FFO, Net Debt, to Run Rate Adjusted EBITDAre
We define “Net Debt” as our total long-term indebtedness less cash and cash equivalents on hand. We define “EBITDAre” in accordance with the standards established by Nareit. EBITDAre represents net income (loss) (computed in accordance with GAAP) before interest income and expense, tax, depreciation and amortization, gains or losses on the sale of rental property, and loss on impairments. “Adjusted EBITDAre” further excludes transaction costs, termination income, solar income, revenue associated with one-time tenant reimbursements of capital expenditures, straight-line rent adjustments, non-cash compensation expense, amortization of above and below market leases, net, gain (loss) on involuntary conversion, loss on extinguishment of debt, and other non-recurring items. “Run Rate Adjusted EBITDAre” is Adjusted EBITDAre plus incremental Adjusted EBITDAre adjusted for a full period of acquisitions and dispositions. Run Rate Adjusted EBITDAre does not reflect our historical results and does not predict future results, which may be substantially different. We believe that EBITDAre, Adjusted EBITDAre and Run Rate Adjusted EBITDAre are helpful to investors as supplemental measures of the operating performance of a real estate company because they are direct measures of the actual operating results of our properties. We also use these measures in ratios to compare our performance to that of our industry peers, such as Net Debt to Run Rate Adjusted EBITDAre, which we view as an important measurement of the strength of our balance sheet, the strength or riskiness of our earnings and our ability to withstand negative economic trends such as a decrease in our stock price.
With the 10% weighting of the Net Debt to Run Rate Adjusted EBITDAre component, our chief executive officer can earn between 6.3 percentage points (at the threshold level) and 18.8 percentage points (at the maximum level) and our other named executive officers can earn between 5.0 (at the threshold level) and 15.0 (at maximum level) under this performance goal component. As shown in the chart below, for 2020, our Net Debt to Run Rate Adjusted EBITDAre was 4.6x, or 3.2% better than the maximum Net Debt to Run Rate Adjusted EBITDAre goal. As a result, our chief executive officer earned 18.8 percentage points and the other named executive officers earned 15.0 percentage points under the Net Debt to Run Rate Adjusted EBITDAre performance goal component. See the table below under “—2020 Company Performance Results” for more detail on the calculation.
Same Store Cash NOI Growth
Same Store Cash NOI Growth is a measurement of our internal growth and a primary financial measure for evaluating the core operating performance of our properties. We define “NOI” as rental income, including reimbursements, less property expenses, which excludes depreciation, amortization, loss on impairments, general and administrative expenses, interest expense, interest income, transaction costs, gain (loss) on involuntary conversion, loss on extinguishment of debt, gain on sales of rental property, and other expenses. We define “Cash NOI” as NOI less straight-line rent adjustments and less intangible amortization of above and below market leases, net. We believe that NOI and Cash NOI are appropriate supplemental performance measures because they help investors and management understand the core operations of our buildings. Comparing Cash NOI on a “same store” basis (i.e., looking at the exact same set of stabilized properties over the periods being compared) allows for an apples-to-apples comparison. We also exclude lease termination fees, solar income and revenue associated with one-time tenant reimbursements of capital expenditures when calculating Cash NOI on a “same store” basis.
With the 10% weighting of the Same Store Cash NOI Growth component, our chief executive officer can earn between 6.3 percentage points (at the threshold level) and 18.8 percentage points (at the maximum level) and our other named executive officers can earn between 5.0 (at the threshold level) and 15.0 (at maximum level) under this performance goal component. As shown in the chart below, for 2020, our Same Store Cash NOI Growth was 1.7%, or 13.3% greater than the target Same Store Cash NOI Growth goal. As a result, our chief executive officer earned 15.0 percentage points and the other named executive officers earned 12.0 percentage points under the Same Store Cash NOI Growth performance goal component. See the table below under “—2020NOI.
2020 Company Performance Results
In January 2021,2023, the compensation committee evaluated our performance against the company performance goals, which are set forth in the table below.
Performance Metrics (Weighting) | Percentage Points Available | Performance Goals | Percentage Points (CEO / Other NEOs) | ||||||||||||
Threshold | Target (CEO / Other | Maximum | Threshold | Target | Maximum | ||||||||||
Core FFO per Share (50%) | 31.3 / 25.0 | 62.5 / 50.0 | 93.8 / 75.0 | $1.86 | $1.89 | $1.92 | 72.9 / 58.3 (33rd percentile between target and maximum)
| ||||||||
Actual $1.90 | |||||||||||||||
Acquisition Volume (10%) | 6.3 / 5.0 | 12.5 / 10.0 | 18.8 / 15.0 | $800 million | $900 million | $1 billion | 0.0 / 0.0 (below threshold) | ||||||||
Actual $775.8 million
| |||||||||||||||
Net Debt to Run Rate Adjusted EBITDAre (10%) | 6.3 / 5.0 | 12.5 / 10.0 | 18.8 / 15.0 | 6.00x | 5.38x | 4.75x | 18.8 / 15.0 (above maximum) | ||||||||
Actual 4.60x
| |||||||||||||||
Same Store Cash NOI Growth (10%) | 6.3 / 5.0 | 12.5 / 10.0 | 18.8 / 15.0 | 1.0% | 1.5% | 2.0% | 15.0 / 12.0 (40th percentile between target and maximum) | ||||||||
Actual 1.70% | |||||||||||||||
Total Percentage Points Earned (CEO / Other NEOs): | 106.7 / 85.3 | ||||||||||||||
| | | | | | | | | | Points Available | | | Performance Goals | | | | | | Points Earned (CEOs/Other NEOs) | | ||||||||||||||||||||||||
| Metrics | | | Weighting | | | Threshold (CEOs/Other NEOs) | | | Target (CEOs/Other NEOs) | | | Maximum (CEOs/Other NEOs) | | | Threshold | | | Target | | | Maximum | | | Actual Performance | | ||||||||||||||||||
| Core FFO per Share | | | | | 50% | | | | | | 31.3/25.0 | | | | | | 62.5/50.0 | | | | | | 93.8/75.0 | | | | $2.15 | | | $2.17 | | | $2.19 | | | $2.21 | | | Maximum | | | 93.8/75.0 | |
| Acquisition Volume | | | | | 10% | | | | | | 6.3/5.0 | | | | | | 12.5/10.0 | | | | | | 18.8/15.0 | | | | $1.0B | | | $1.1B | | | $1.2B | | | $472.6M | | | Below Threshold | | | 0.0/0.0 | |
| Net Debt to Run Rate Adjusted EBITDAre | | | | | 10% | | | | | | 6.3/5.0 | | | | | | 12.5/10.0 | | | | | | 18.8/15.0 | | | | 5.5x | | | 5.13x | | | 4.75x | | | 5.20x | | | Between Threshold and Target | | | 11.3/9.0 | |
| Same Store Cash NOI Growth | | | | | 10% | | | | | | 6.3/5.0 | | | | | | 12.5/10.0 | | | | | | 18.8/15.0 | | | | 3.5% | | | 4.0% | | | 4.5% | | | 5.0% | | | Maximum | | | 18.8/15.0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | Total Percentage Points Earned (CEOs/Other NEOs): | | | 123.9/99.0 | | | | | |
requirements of the Sarbanes-Oxley Act of 2002, achievement of his departments’ initiatives and assumption of new responsibilities in connection with the retirement of the chief operating officer;
this component. Based on this assessment, the compensation committee determined that Messrs. Crooker and Butcher Crooker, Mecke, Sullivan and Kingeach earned 33.7, 28.0, 28.0, 27.0 and 27.031.7 percentage points, respectively,Mr. Pinard earned 26.0 percentage points, Mr. Sullivan earned 24.0 percentage points and Mr. Mecke earned 28.0 percentage points under the individual performance goal component.
Executive | 2020 Base | 2020 Annual Cash Incentive Bonus Opportunity | Percentage Points Earned | 2020 Bonus | |||||
Below Threshold | Threshold | Target | Maximum | Company Performance | Individual Performance | Total | |||
Benjamin S. Butcher | $650,000 | $0 | $406,250 | $812,500 | $1,218,750 | 106.7 | 33.7 | 140.4 | $912,708 |
William R. Crooker | $400,000 | $0 | $200,000 | $400,000 | $600,000 | 85.3 | 28.0 | 113.3 | $453,333 |
Stephen C. Mecke | $450,000 | $0 | $225,000 | $450,000 | $675,000 | 85.3 | 28.0 | 113.3 | $510,000 |
Jeffrey M. Sullivan | $300,000 | $0 | $150,000 | $300,000 | $450,000 | 85.3 | 27.0 | 112.3 | $337,000 |
David G. King | $300,000 | $0 | $150,000 | $300,000 | $450,000 | 85.3 | 27.0 | 112.3 | $337,000 |
| | | | | | | | | | 2022 Annual Cash Incentive Bonus Opportunity | | | Percentage Points Earned | | | | | | | | ||||||||||||||||||||||||||||||||||||
| Executive | | | 2022 Base Salary | | | Below Threshold | | | Threshold | | | Target | | | Maximum | | | Company Performance | | | Individual Performance | | | Total | | | 2022 Bonus | | |||||||||||||||||||||||||||
| William R. Crooker | | | | $ | 550,000 | | | | | $ | 0 | | | | | $ | 343,750 | | | | | $ | 687,500 | | | | | $ | 1,031,250 | | | | | | 123.9% | | | | | | 31.7% | | | | | | 155.6% | | | | | $ | 855,938 | | |
| Benjamin S. Butcher | | | | $ | 487,500 | | | | | $ | 0 | | | | | $ | 304,688 | | | | | $ | 609,375 | | | | | | 914,063 | | | | | | 123.9% | | | | | | 31.7% | | | | | | 155.6% | | | | | $ | 758,672 | | |
| Matts S. Pinard | | | | $ | 371,329 | | | | | $ | 0 | | | | | $ | 185,665 | | | | | $ | 371,329 | | | | | $ | 556,994 | | | | | | 99.0% | | | | | | 26.0% | | | | | | 125.0% | | | | | $ | 464,162 | | |
| Jeffrey M. Sullivan | | | | $ | 332,188 | | | | | $ | 0 | | | | | $ | 166,094 | | | | | $ | 332,188 | | | | | $ | 498,282 | | | | | | 99.0% | | | | | | 24.0% | | | | | | 123.0% | | | | | $ | 408,951 | | |
| Stephen C. Mecke | | | | $ | 450,000 | | | | | $ | 0 | | | | | $ | 225,000 | | | | | $ | 450,000 | | | | | $ | 675,000 | | | | | | 99.0% | | | | | | 28.0% | | | | | | 127.0% | | | | | $ | 571,500 | | |
all named executive officers.
share value appreciates, links executive compensation to our performance. Under the 2011 Equity Incentive Plan, each LTIP unit awarded will be equivalent to an award of one share of common stock reserved under the 2011 Equity Incentive Plan, thereby reducing the number of shares of common stock available for other equity awards on a one-for-one basis.
Executive | Date of Grant | Number of LTIP | Value of LTIP |
Benjamin S. Butcher | January 8, 2020 | 30,879 | $910,004 |
William R. Crooker | January 8, 2020 | 13,064 | $384,996 |
Stephen C. Mecke | January 8, 2020 | 14,252 | $420,006 |
Jeffrey M. Sullivan | January 8, 2020 | 10,180 | $300,005 |
David G. King | January 8, 2020 | 10,180 | $300,005 |
| Executive | | | Date of Grant | | | Number of LTIP Units Issued | | | Value of LTIP Unit Award | | ||||||
| William R. Crooker | | | January 10, 2022 | | | | | 14,455 | | | | | $ | 608,122 | | |
| Benjamin S. Butcher | | | January 10, 2022 | | | | | 21,631 | | | | | $ | 910,016 | | |
| Matts S. Pinard | | | January 10, 2022 | | | | | 7,696 | | | | | $ | 323,771 | | |
| Jeffrey M. Sullivan | | | January 10, 2022 | | | | | 6,240 | | | | | $ | 262,517 | | |
| Stephen C. Mecke | | | January 10, 2022 | | | | | 9,983 | | | | | $ | 419,985 | | |
Performance Units
| Benchmark | | | Below 30th Percentile | | | 30th Percentile | | | 55th Percentile | | | 75th Percentile | | | 95th Percentile | |
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Size-Based Peer Group
| | | 0% earned | | | 50% earned | | | 100% earned | | | 200% earned | | | [No increase for performance beyond 75%.] | | |
| Industry Peer Group
| | | 0% earned | | | 50% earned | | | 100% earned | | | 200% earned | | | [No increase for performance beyond 75%.] | |
| MSCI US REIT Index(1) (Allocated 50% of the Target Amount) | | | 0% earned | | | 50% earned | | | 100% earned | | | 200% earned | | | 300% earned | |
will receive additional common stock (or other securities) relating to dividends deemed to have been paid on the Award Shares. The additional shares are equal to the number of shares that the recipient would have acquired if the recipient held the Award Shares at the beginning of the measuring period and re-invested all dividends paid on the Award Shares over the measuring period into common stock on the dividend payment dates. In the discretion of the compensation committee, we may pay the cash value of the deemed dividends instead of issuing additional shares.
Executive | Date of Grant | Target Number of Performance | Value of Performance |
Benjamin S. Butcher | January 8, 2020 | 46,711 | $1,690,004 |
William R. Crooker | January 8, 2020 | 19,762 | $714,989 |
Stephen C. Mecke | January 8, 2020 | 21,559 | $780,005 |
Jeffrey M. Sullivan | January 8, 2020 | 12,438 | $450,007 |
David G. King | January 8, 2020 | 12,438 | $450,007 |
| Executive | | | Date of Grant | | | Target Number of Performance Units Issued | | | Value of Performance Unit Award (at target) | | ||||||
| William R. Crooker | | | January 10, 2022 | | | | | 22,127 | | | | | $ | 1,129,362 | | |
| Benjamin S. Butcher | | | January 10, 2022 | | | | | 33,111 | | | | | $ | 1,689,985 | | |
| Matts S. Pinard | | | January 10, 2022 | | | | | 11,780 | | | | | $ | 601,251 | | |
| Jeffrey M. Sullivan | | | January 10, 2022 | | | | | 9,551 | | | | | $ | 487,483 | | |
| Stephen C. Mecke | | | January 10, 2022 | | | | | 15,282 | | | | | $ | 779,993 | | |
Employment Agreements
We have entered into an employment agreement with each of the named executive officers. See “Potential Payments Upon Termination or Change in Control—Employment Agreements” below for more information.
Conclusion
The diagram below depicts the cash and equity compensation of our chief executive officer for 2020. The diagram demonstrates that a substantial majority of our chief executive officer’s compensation (approximately 84%) was strongly aligned with the interests of the stockholders because either it was determined by or depends on performance or its value fluctuates as the price of our common stock increases or decreases. Approximately 16% of our chief executive officer’s compensation is fixed base salary that is not dependent on our stock price performance. All other compensation is variable.
Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Non-Equity Incentive Plan Compensation | All Other | Total |
Benjamin S. Butcher Chief Executive Officer, President and Chairman
| 2020 | $650,000 | $— | $2,600,008 | $912,708 | $25,534 | $4,188,250 |
2019 | $650,000 | $— | $2,599,969 | $1,027,813 | $24,731 | $4,302,513 | |
2018 | $650,000 | $— | $2,599,975 | $1,076,520 | $23,715 | $4,350,210 | |
William R. Crooker Chief Financial Officer, Executive Vice President and Treasurer
| 2020 | $400,000 | $— | $1,099,985 | $453,333 | $38,761 | $1,992,079 |
2019 | $400,000 | $— | $1,099,983 | $518,000 | $36,938 | $2,054,921 | |
2018 | $360,000 | $77,110 | $989,983 | $562,890 | $36,190 | $2,026,173 | |
Stephen C. Mecke Chief Operating Officer and Executive Vice President
| 2020 | $450,000 | $— | $1,200,011 | $510,000 | $38,761 | $2,198,772 |
2019 | $450,000 | $— | $1,199,972 | $569,250 | $36,938 | $2,256,160 | |
2018 | $375,000 | $— | $1,312,469 | $725,000 | $36,190 | $2,448,659 | |
Jeffrey M. Sullivan Executive Vice President, General Counsel and Secretary
| 2020 | $300,000 | $— | $750,012 | $337,000 | $37,248 | $1,424,260 |
2019 | $300,000 | $— | $749,985 | $379,500 | $34,900 | $1,464,385 | |
2018 | $300,000 | $— | $749,984 | $398,920 | $34,154 | $1,483,058 | |
David G. King Executive Vice President and Director of Real Estate Operations
| 2020 | $300,000 | $— | $750,012 | $337,000 | $38,761 | $1,425,773 |
2019 | $300,000 | $— | $749,985 | $385,500 | $36,938 | $1,472,423 | |
2018 | $300,000 | $— | $749,984 | $356,745 | $36,190 | $1,442,919 |
| Name and Principal Position | | | Year | | | Salary | | | Bonus | | | Stock Awards(5) | | | Non-Equity Incentive Plan Compensation | | | All Other Compensation(6) | | | Total | | |||||||||||||||||||||
| William R. Crooker(1) President and Chief Executive Officer; Former Chief Financial Officer and Treasurer | | | | | 2022 | | | | | $ | 550,000 | | | | | $ | — | | | | | $ | 1,737,484 | | | | | $ | 855,938 | | | | | $ | 44,950 | | | | | $ | 3,188,372 | | |
| | | 2021 | | | | | $ | 466,667 | | | | | $ | — | | | | | $ | 1,099,999 | | | | | $ | 672,778 | | | | | $ | 42,646 | | | | | $ | 2,282,090 | | | |||
| | | 2020 | | | | | $ | 400,000 | | | | | $ | — | | | | | $ | 1,099,985 | | | | | $ | 453,333 | | | | | $ | 38,761 | | | | | $ | 1,992,079 | | | |||
| Benjamin S. Butcher(2) Executive Chairman of the Board; Former Chief Executive Officer | | | | | 2022 | | | | | $ | 487,500 | | | | | $ | — | | | | | $ | 2,600,001 | | | | | $ | 758,672 | | | | | $ | 30,058 | | | | | $ | 3,876,231 | | |
| | | 2021 | | | | | $ | 650,000 | | | | | $ | — | | | | | $ | 2,600,008 | | | | | $ | 1,171,354 | | | | | $ | 27,936 | | | | | $ | 4,449,298 | | | |||
| | | 2020 | | | | | $ | 650,000 | | | | | $ | — | | | | | $ | 2,600,008 | | | | | $ | 912,708 | | | | | $ | 25,534 | | | | | $ | 4,188,250 | | | |||
| Matts S. Pinard(3) Executive Vice President, Chief Financial Officer and Treasurer | | | | | 2022 | | | | | $ | 371,329 | | | | | $ | — | | | | | $ | 925,022 | | | | | $ | 464,162 | | | | | $ | 42,658 | | | | | $ | 1,803,171 | | |
| Jeffrey M. Sullivan Executive Vice President, General Counsel and Secretary | | | | | 2022 | | | | | $ | 332,188 | | | | | $ | — | | | | | $ | 750,000 | | | | | $ | 408,951 | | | | | $ | 42,609 | | | | | $ | 1,533,748 | | |
| | | 2021 | | | | | $ | 300,000 | | | | | $ | — | | | | | $ | 749,996 | | | | | $ | 432,500 | | | | | $ | 41,358 | | | | | $ | 1,523,854 | | | |||
| | | 2020 | | | | | $ | 300,000 | | | | | $ | — | | | | | $ | 750,012 | | | | | $ | 337,000 | | | | | $ | 37,248 | | | | | $ | 1,424,260 | | | |||
| Stephen C. Mecke(4) Former Chief Operating Officer and Executive Vice President | | | | | 2022 | | | | | $ | 450,000 | | | | | $ | — | | | | | $ | 1,199,978 | | | | | $ | 571,500 | | | | | $ | 44,830 | | | | | $ | 2,266,308 | | |
| | | 2021 | | | | | $ | 450,000 | | | | | $ | — | | | | | $ | 1,200,007 | | | | | $ | 648,750 | | | | | $ | 42,646 | | | | | $ | 2,341,403 | | | |||
| | | 2020 | | | | | $ | 450,000 | | | | | $ | — | | | | | $ | 1,200,011 | | | | | $ | 510,000 | | | | | $ | 38,761 | | | | | $ | 2,198,772 | | |
Name | Insurance | 401(K) Matching | Commuting/ | Total |
Benjamin S. Butcher | $16,504 | $8,550 | $480 | $25,534 |
William R. Crooker | $24,211 | $8,550 | $6,000 | $38,761 |
Stephen C. Mecke | $24,211 | $8,550 | $6,000 | $38,761 |
Jeffrey M. Sullivan | $24,211 | $8,550 | $4,487 | $37,248 |
David G. King | $24,211 | $8,550 | $6,000 | $38,761 |
2020 Name Insurance
Premiums 401(K) Matching
Contributions Commuting/
Parking Allowances Total William R. Crooker $ 29,680 $ 9,150 $ 6,120 $ 44,950 Benjamin S. Butcher $ 20,055 $ 9,150 $ 853 $ 30,058 Matts S. Pinard $ 29,680 $ 9,150 $ 3,828 $ 42,658 Jeffrey M. Sullivan $ 29,680 $ 9,150 $ 3,779 $ 42,609 Stephen C. Mecke $ 29,680 $ 9,150 $ 6,000 $ 44,830
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: | |||||||
Name | Date of Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Number of | Grant Date |
Benjamin S. Butcher | |||||||||
Annual cash incentive bonus | $406,250 | $812,500 | $1,218,750 | ||||||
LTIP units | January 8, 2020 | 30,879 | $910,004 | ||||||
Performance units | January 8, 2020 | 23,356 | 46,711 | 116,777 | $1,690,004 | ||||
William R. Crooker | |||||||||
Annual cash incentive bonus | $200,000 | $400,000 | $600,000 | ||||||
LTIP units | January 8, 2020 | 13,064 | $384,996 | ||||||
Performance units | January 8, 2020 | 9,881 | 19,762 | 49,405 | $714,989 | ||||
Stephen C. Mecke | |||||||||
Annual cash incentive bonus | $225,000 | $450,000 | $675,000 | ||||||
LTIP units | January 8, 2020 | 14,252 | $420,006 | ||||||
Performance units | January 8, 2020 | 10,780 | 21,559 | 53,897 | $780,005 | ||||
Jeffrey M. Sullivan | |||||||||
Annual cash incentive bonus | $150,000 | $300,000 | $450,000 | ||||||
LTIP units | January 8, 2020 | 10,180 | $300,005 | ||||||
Performance units | January 8, 2020 | 6,219 | 12,438 | 31,095 | $450,007 | ||||
David G. King | |||||||||
Annual cash incentive bonus | $150,000 | $300,000 | $450,000 | ||||||
LTIP units | January 8, 2020 | 10,180 | $300,005 | ||||||
Performance units | January 8, 2020 | 6,219 | 12,438 | 31,095 | $450,007 |
| | | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares or Units (#)(3) | | | | | | | | |||||||||||||||||||||||||||||||||
| Name | | | Date of Grant | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | | Grant Date Fair Value(4) | | |||||||||||||||||||||||||||
| William R. Crooker | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Annual cash incentive bonus | | | | | | | $ | 343,750 | | | | | $ | 687,500 | | | | | $ | 1,031,250 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| LTIP units | | | January 10, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,455 | | | | | $ | 608,122 | | |
| Performance units | | | January 10, 2022 | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 22,127 | | | | | | 55,317 | | | | | | | | | | | $ | 1,129,362 | | |
| Benjamin S. Butcher | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Annual cash incentive bonus | | | | | | | $ | 304,688 | | | | | $ | 609,375 | | | | | $ | 914,063 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| LTIP units | | | January 10, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 21,631 | | | | | $ | 910,016 | | |
| Performance units | | | January 10, 2022 | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 33,111 | | | | | | 82,777 | | | | | | | | | | | $ | 1,689,985 | | |
| Matts S. Pinard | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Annual cash incentive bonus | | | | | | | $ | 185,665 | | | | | $ | 371,329 | | | | | $ | 556,994 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| LTIP units | | | January 10, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,696 | | | | | $ | 323,771 | | |
| Performance units | | | January 10, 2022 | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 11,780 | | | | | | 29,450 | | | | | | | | | | | $ | 601,251 | | |
| Jeffrey M. Sullivan | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Annual cash incentive bonus | | | | | | | $ | 166,094 | | | | | $ | 332,188 | | | | | $ | 498,282 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| LTIP units | | | January 10, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,240 | | | | | $ | 262,517 | | |
| Performance units | | | January 10, 2022 | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 9,551 | | | | | | 23,877 | | | | | | | | | | | $ | 487,483 | | |
| Stephen C. Mecke | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Annual cash incentive bonus | | | | | | | $ | 225,000 | | | | | $ | 450,000 | | | | | $ | 675,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| LTIP units | | | January 10, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,983 | | | | | $ | 419,985 | | |
| Performance units | | | January 10, 2022 | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 15,282 | | | | | | 38,205 | | | | | | | | | | | $ | 779,993 | | |
2022
Stock Awards | ||||
Name | Number of Shares | Market Value of | Equity Incentive | Equity Incentive |
Benjamin S. Butcher | 68,261 | $2,137,935 | 202,644 | $6,346,810 |
William R. Crooker | 21,444 | $671,626 | 81,672 | $2,557,967 |
Stephen C. Mecke | 24,205 | $758,101 | 97,680 | $3,059,338 |
Jeffrey M. Sullivan | 17,009 | $532,722 | 53,958 | $1,689,965 |
David G. King | 17,009 | $532,722 | 53,958 | $1,689,965 |
| | | | Stock Awards | | |||||||||||||||||||||
| Name | | | Number of Shares of Stock or Units that Have Not Vested(1) | | | Market Value of Shares or Units that Have Not Vested(2) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested(3)(4) | | ||||||||||||
| William R. Crooker | | | | | 20,950 | | | | | $ | 676,895 | | | | | | 72,879 | | | | | $ | 2,354,720 | | |
| Benjamin S. Butcher | | | | | 40,118 | | | | | $ | 1,296,213 | | | | | | 153,071 | | | | | $ | 4,945,724 | | |
| Matts S. Pinard | | | | | 7,974 | | | | | $ | 257,640 | | | | | | 17,476 | | | | | $ | 564,650 | | |
| Jeffrey M. Sullivan | | | | | 12,557 | | | | | $ | 405,717 | | | | | | 41,493 | | | | | $ | 1,340,639 | | |
| Stephen C. Mecke | | | | | — | | | | | $ | — | | | | | | 52,626 | | | | | $ | 1,700,346 | | |
Grant Date | Grant Date | Number of Units | Vesting Periods | ||||
Butcher | Crooker | Mecke | Sullivan | King | |||
May 4, 2015 | $20.38 | 100,000 | — | — | — | — | Over six years: one-half vests in one installment on the third anniversary of the grant date and the remaining amount vests in equal installments over the next three years |
January 5, 2018 | $25.05 | 36,327 | 13,832 | 18,338 | 11,976 | 11,976 | Over four years in equal installments on a quarterly basis |
January 7, 2019 | $23.51 | 38,706 | 16,376 | 17,864 | 12,760 | 12,760 | Over four years in equal installments on a quarterly basis |
January 8, 2020 | $29.47 | 30,879 | 13,064 | 14,252 | 10,180 | 10,180 | Over four years in equal installments on a quarterly basis |
Grant Date | Grant Date | Number of Performance Units | Vesting Periods | ||||
Butcher | Crooker | Mecke | Sullivan | King | |||
January 5, 2018 | $28.86 | 58,558 | 22,297 | 29,560 | 15,592 | 15,592 | One half of earned shares vest immediately and one half vest on the first anniversary of the measurement period |
January 7, 2019 | $28.19 | 59,950 | 25,363 | 27,669 | 15,963 | 15,963 | All earned shares vest immediately in full |
January 8, 2020 | $36.18 | 46,711 | 19,762 | 21,559 | 12,438 | 12,438 | All earned shares vest immediately in full |
Number of Units Grant Date Grant Date
Fair Value Crooker Butcher Pinard Sullivan Mecke Vesting Periods January 8, 2020 $ 29.47 13,064 30,879 2,514 10,180 14,252 Units vest over four years in equal
installments on a quarterly basis January 7, 2021 $ 28.13 13,686 32,350 3,149 10,665 14,931 Units vest over four years in equal
installments on a quarterly basis January 10, 2022 $ 42.07 14,455 21,631 7,696 6,240 9,983 Units vest over four years in equal
installments on a quarterly basis
| | | | | | | | | | Number of Performance Units | | | |||||||||||||||||||||||||||||
| Grant Date | | | Grant Date Fair Value | | | Crooker | | | Butcher | | | Pinard | | | Sullivan | | | Mecke | | | Vesting Periods | | ||||||||||||||||||
| January 8, 2020 | | | | $ | 36.18 | | | | | | 19,762 | | | | | | 46,711 | | | | | | 2,048 | | | | | | 12,438 | | | | | | 21,559 | | | | Earned shares/units vest immediately | |
| January 7, 2021 | | | | $ | 33.19 | | | | | | 21,543 | | | | | | 50,919 | | | | | | 2,669 | | | | | | 13,558 | | | | | | 23,501 | | | | Earned shares/units vest immediately | |
| January 10, 2022 | | | | $ | 51.04 | | | | | | 22,127 | | | | | | 33,111 | | | | | | 11,780 | | | | | | 9,551 | | | | | | 15,282 | | | | Earned shares/units vest immediately | |
| Name | | | Vesting Date | | | Closing Market Price | | | Number of Shares Acquired on Vesting(1)(2) | | | Value Realized on Vesting | | |||||||||
| William R. Crooker | | |||||||||||||||||||||
| | | | January 10, 2022 | | | | $ | 44.19 | | | | | | 58,768 | | | | | $ | 2,596,958 | | |
| | | | March 31, 2022 | | | | $ | 41.35 | | | | | | 3,599 | | | | | $ | 148,819 | | |
| | | | June 30, 2022 | | | | $ | 30.88 | | | | | | 3,598 | | | | | $ | 111,106 | | |
| | | | September 30, 2022 | | | | $ | 28.43 | | | | | | 3,600 | | | | | $ | 102,348 | | |
| | | | December 31, 2022 | | | | $ | 32.31 | | | | | | 3,598 | | | | | $ | 116,251 | | |
| Benjamin S. Butcher | | |||||||||||||||||||||
| | | | January 10, 2022 | | | | $ | 44.19 | | | | | | 138,910 | | | | | $ | 6,138,433 | | |
| | | | March 31, 2022 | | | | $ | 41.35 | | | | | | 7,721 | | | | | $ | 319,263 | | |
| | | | June 30, 2022 | | | | $ | 30.88 | | | | | | 7,723 | | | | | $ | 238,486 | | |
| | | | September 30, 2022 | | | | $ | 28.43 | | | | | | 7,723 | | | | | $ | 219,565 | | |
| | | | December 31, 2022 | | | | $ | 32.31 | | | | | | 7,723 | | | | | $ | 249,530 | | |
| Matts S. Pinard | | |||||||||||||||||||||
| | | | January 1, 2022 | | | | $ | 47.96 | | | | | | 710 | | | | | $ | 34,052 | | |
| | | | January 10, 2022 | | | | $ | 44.19 | | | | | | 5,753 | | | | | $ | 254,225 | | |
| | | | March 31, 2022 | | | | $ | 41.35 | | | | | | 1,021 | | | | | $ | 42,218 | | |
| | | | June 30, 2022 | | | | $ | 30.88 | | | | | | 1,021 | | | | | $ | 31,528 | | |
| | | | September 30, 2022 | | | | $ | 28.43 | | | | | | 1,021 | | | | | $ | 29,027 | | |
| | | | December 31, 2022 | | | | $ | 32.31 | | | | | | 1,022 | | | | | $ | 33,021 | | |
| Jeffrey M. Sullivan | | |||||||||||||||||||||
| | | | January 10, 2022 | | | | $ | 44.19 | | | | | | 36,987 | | | | | $ | 1,634,456 | | |
| | | | March 31, 2022 | | | | $ | 41.35 | | | | | | 2,491 | | | | | $ | 103,003 | | |
| | | | June 30, 2022 | | | | $ | 30.88 | | | | | | 2,490 | | | | | $ | 76,891 | | |
| | | | September 30, 2022 | | | | $ | 28.43 | | | | | | 2,491 | | | | | $ | 70,819 | | |
| | | | December 31, 2022 | | | | $ | 32.31 | | | | | | 2,490 | | | | | $ | 80,452 | | |
| Stephen C. Mecke | | |||||||||||||||||||||
| | | | January 10, 2022 | | | | $ | 44.19 | | | | | | 64,112 | | | | | $ | 2,833,109 | | |
| | | | March 31, 2022 | | | | $ | 41.35 | | | | | | 3,565 | | | | | $ | 147,413 | | |
| | | | June 30, 2022 | | | | $ | 30.88 | | | | | | 3,564 | | | | | $ | 110,056 | | |
| | | | September 30, 2022 | | | | $ | 28.43 | | | | | | 3,564 | | | | | $ | 101,325 | | |
| | | | December 31, 2022 | | | | $ | 32.31 | | | | | | 22,080 | | | | | $ | 713,405 | | |
Name | Vesting Date | Closing Market Price | Number of Shares | Value Realized |
Benjamin S. Butcher | January 8, 2020 | $31.49 | 39,328 | $1,238,439 |
March 31, 2020 | $22.52 | 9,099 | $204,909 | |
May 4, 2020 | $24.83 | 16,667 | $413,842 | |
June 30, 2020 | $29.32 | 9,099 | $266,783 | |
September 30, 2020 | $30.49 | 9,100 | $277,459 | |
December 31, 2020 | $31.32 | 30,883 | $967,256 | |
William R. Crooker | January 1, 2020 | $31.57 | 1,975 | $62,351 |
January 8, 2020 | $31.49 | 12,454 | $392,176 | |
March 31, 2020 | $22.52 | 3,516 | $79,180 | |
June 30, 2020 | $29.32 | 3,513 | $103,001 | |
September 30, 2020 | $30.49 | 3,516 | $107,203 | |
December 31, 2020 | $31.32 | 10,885 | $340,918 | |
Stephen C. Mecke | January 8, 2020 | $31.49 | 12,360 | $389,216 |
March 31, 2020 | $22.52 | 3,988 | $89,810 | |
June 30, 2020 | $29.32 | 3,987 | $116,899 | |
September 30, 2020 | $30.49 | 3,987 | $121,564 | |
December 31, 2020 | $31.32 | 11,303 | $354,010 | |
Jeffrey M. Sullivan | January 8, 2020 | $31.49 | 12,856 | $404,835 |
March 31, 2020 | $22.52 | 2,993 | $67,402 | |
June 30, 2020 | $29.32 | 2,992 | $87,725 | |
September 30, 2020 | $30.49 | 2,993 | $91,257 | |
December 31, 2020 | $31.32 | 10,112 | $316,708 | |
David G. King | January 8, 2020 | $31.49 | 12,910 | $406,536 |
March 31, 2020 | $22.52 | 2,993 | $67,402 | |
June 30, 2020 | $29.32 | 2,992 | $87,725 | |
September 30, 2020 | $30.49 | 2,993 | $91,257 | |
December 31, 2020 | $31.32 | 10,143 | $317,679 |
Plan Category | Number of securities | Weighted-average | Number of securities |
Equity compensation plans approved by security holders(2) | 1,692,423 | — | 2,325,389 |
Equity compensation plans not approved by security holders | — | — | — |
Total | 1,692,423 | — | 2,325,389 |
| Plan Category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights(1) | | | Weighted-average exercise price of outstanding options, warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans | | |||||||||
| Equity compensation plans approved by security holders(2) | | | | | 2,314,076 | | | | | | — | | | | | | 1,269,097 | | |
| Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
| Total | | | | | 2,314,076 | | | | | | — | | | | | | 1,269,097 | | |
2022. Mr. Butcher served as our chief executive officer until June 30, 2022, when Mr. Crooker became our chief executive officer. In accordance with Instruction 10 to Item 402(u) of Regulation S-K, we are basing our calculation of our chief executive officer’s compensation on Mr. Crooker’s compensation, as he was serving as chief executive officer on December 31, 2022, the date that we had determined our median employee (as discussed below). In making such calculation, we have estimated Mr. Crooker’s compensation for 2022 for his service as chief executive officer by annualizing his compensation from July 1, 2022 through December 31, 2022 and assuming he received equity awards as if he were chief executive officer for the entire year. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.2020:●Median employee total annual compensation (excluding our chief executive officer)—$222,316●Chief executive officer total annual compensation (as reported in the “Summary Compensation Table” presented above)—$4,188,250●Ratio of chief executive officer to median employee total annual compensation—19:1
employees included in the calculation. Because all employees are located in the United States, we did not make any cost-of-living adjustments in identifying the median employee.
66
accordance with Item 402(v) of Regulation S-K promulgated by the SEC.Potential Payments Upon Termination or ChangeControl
| Year(1) | | | Summary Compensation Table Total for CEO (Butcher) | | | Summary Compensation Table Total for CEO (Crooker) | | | Compensation Actually Paid to CEO (Butcher)(2)(3) | | | Compensation Actually Paid to CEO (Crooker)(2)(4) | | | Average Summary Compensation Table Total for Non-CEO NEOs | | | Average Compensation Actually Paid for Non-CEO NEOs(2)(5) | | | Value of Initial Fixed $100 Investment Based on: | | | | | | | | | Company Selected Measure | | ||||||||||||||||||||||||||||||
| Company TSR | | | MSCI US REIT Index TSR | | | Net Income(6) | | | Core FFO per Share | | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | | | | $ | 3,876,231 | | | | | $ | 3,188,372 | | | | | $ | (1,626,373) | | | | | $ | 651,843 | | | | | $ | 1,867,742 | | | | | $ | (465,690) | | | | | $ | 116.52 | | | | | $ | 99.82 | | | | | $ | 182,234 | | | | | $ | 2.21 | | |
| 2021 | | | | $ | 4,449,298 | | | | | | — | | | | | $ | 15,236,732 | | | | | | — | | | | | $ | 2,170,340 | | | | | $ | 5,496,820 | | | | | $ | 165.73 | | | | | $ | 132.23 | | | | | $ | 196,432 | | | | | $ | 2.06 | | |
| 2020 | | | | $ | 4,188,250 | | | | | | — | | | | | $ | 5,077,126 | | | | | | — | | | | | $ | 1,760,221 | | | | | $ | 2,107,975 | | | | | $ | 104.19 | | | | | $ | 92.43 | | | | | $ | 206,795 | | | | | $ | 1.89 | | |
| Year | | | Summary Compensation Table Total | | | “Stock Awards” Column of Summary Compensation Table | | | Equity Award Adjustments | | | Compensation Actually Paid | | ||||||||||||
| 2022 | | | | $ | 3,876,231 | | | | | $ | (2,600,001) | | | | | $ | (2,902,603) | | | | | $ | (1,626,373) | | |
| 2021 | | | | $ | 4,449,298 | | | | | $ | (2,600,008) | | | | | $ | 13,387,442 | | | | | $ | 15,236,732 | | |
| 2020 | | | | $ | 4,188,250 | | | | | $ | (2,600,008) | | | | | $ | 3,488,884 | | | | | $ | 5,077,126 | | |
| Year | | | Summary Compensation Table Total | | | “Stock Awards” Column of Summary Compensation Table | | | Equity Award Adjustments | | | Compensation Actually Paid | | ||||||||||||
| 2022 | | | | $ | 3,188,372 | | | | | $ | (1,737,484) | | | | | $ | (799,045) | | | | | $ | 651,843 | | |
| Year | | | Average Summary Compensation Table Total | | | Average “Stock Awards” Column of Summary Compensation Table | | | Average Equity Award Adjustments | | | Average Compensation Actually Paid | | ||||||||||||
| 2022 | | | | $ | 1,867,742 | | | | | $ | (958,333) | | | | | $ | (1,375,099) | | | | | $ | (465,690) | | |
| 2021 | | | | $ | 2,170,340 | | | | | $ | (950,000) | | | | | $ | 4,276,480 | | | | | $ | 5,496,820 | | |
| 2020 | | | | $ | 1,760,221 | | | | | $ | (950,005) | | | | | $ | 1,297,759 | | | | | $ | 2,107,975 | | |
| | Most Important Performance Measures | | |
| | • Relative TSR (our TSR as compared to the size-based peer group, the industry peer group and the MSCI US REIT Index) • Core FFO per Share • Net Debt to Run Rate Adjusted EBITDAre • Same Store Cash NOI Growth | | |
In connection with his appointment as executive chairman, we entered into an amended and restated employment agreement with Mr. Butcher, effective as of July 1, 2022, that provided for Mr. Butcher to serve as our executive chair for an initial term of one year, subject to an automatic extension for one six-month period unless, not less than 60 days prior to the termination of the then current term, either party provides a notice of non-renewal to the other party. In March 2023, in connection with the successful completion of our management succession plan, the board provided a notice of non-renewal to Mr. Butcher, whose role as executive chair will end on June 30, 2023. Subject to re-election at the annual meeting, effective as of July 1, 2023, the board expects that Mr. Butcher will continue to serve on the board as a non-management director.
Pursuant to the employment agreements, Messrs. Butcher, Crooker, Mecke, Sullivan and King are eligible to receive a monthly commuting and parking allowance of up to $500.
Nonemonths following expiration of the employment agreements contains an excise tax gross-up provision under Section 280Ginitial term, if we give notice of non-renewal, or following expiration of the Code.
agreement at the end of the extended term.
On January 7, 2021, the
measures). The prorated portion of such performance-based equity awards will be determined at the end of the applicable performance period based on our actual performance and will be calculated by multiplying the full amount of any such award so payable by a fraction, the numerator of which shall equal the number of days such employee was employed during the performance period and the denominator of which shall equal the number of days in the performance period.
Name and Termination or Change of Control Scenario | Cash | Acceleration of | Total |
Benjamin S. Butcher | |||
Voluntary termination, retirement or involuntary termination for cause | $— | $— | $— |
Qualifying retirement(3) | $— | $— | $— |
Termination by company without cause or by employee for good reason | $4,712,880 | $7,578,219 | $12,291,099 |
Accelerated vesting upon change of control(2) | $— | $9,572,018 | $9,572,018 |
Notice of non-renewal within 12 months following change of control | $4,712,880 | $9,572,018 | $14,284,898 |
Death or disability(4) | $937,464 | $7,578,219 | $8,515,683 |
William R. Crooker | |||
Voluntary termination, retirement or involuntary termination for cause | $— | $— | $— |
Qualifying retirement | $— | $— | $— |
Termination by company without cause or by employee for good reason | $1,742,983 | $2,846,048 | $4,589,031 |
Accelerated vesting upon change of control(2) | $— | $3,689,590 | $3,689,590 |
Notice of non-renewal within 12 months following change of control | $1,742,983 | $3,689,590 | $5,432,573 |
Death or disability(4) | $489,650 | $2,846,048 | $3,335,698 |
Stephen C. Mecke | |||
Voluntary termination, retirement or involuntary termination for cause | $— | $— | $— |
Qualifying retirement(3) | $— | $— | $— |
Termination by company without cause or by employee for good reason | $1,956,317 | $3,399,003 | $5,355,320 |
Accelerated vesting upon change of control(2) | $— | $4,319,247 | $4,319,247 |
Notice of non-renewal within 12 months following change of control | $1,956,317 | $4,319,247 | $6,275,564 |
Death or disability(4) | $510,000 | $3,399,003 | $3,909,003 |
Jeffrey M. Sullivan | |||
Voluntary termination, retirement or involuntary termination for cause | $— | $— | $— |
Qualifying retirement | $— | $— | $— |
Termination by company without cause or by employee for good reason | $1,310,317 | $1,981,303 | $3,291,620 |
Accelerated vesting upon change of control(2) | $— | $2,512,209 | $2,512,209 |
Notice of non-renewal within 12 months following change of control | $1,310,317 | $2,512,209 | $3,822,526 |
Death or disability(4) | $373,317 | $1,981,303 | $2,354,620 |
David G. King | |||
Voluntary termination, retirement or involuntary termination for cause | $— | $— | $— |
Qualifying retirement | $— | $— | $— |
Termination by company without cause or by employee for good reason | $1,310,317 | $1,981,303 | $3,291,620 |
Accelerated vesting upon change of control(2) | $— | $2,512,209 | $2,512,209 |
Notice of non-renewal within 12 months following change of control | $1,310,317 | $2,512,209 | $3,822,526 |
Death or disability(4) | $337,000 | $1,981,303 | $2,318,303 |
| Name and Termination or Change of Control Scenario | | | Cash Payment | | | Acceleration of Vesting of Equity Awards(1)(2) | | | Total | | |||||||||
| William R. Crooker | | | | | | | | | | | | | | | | | | | |
| Voluntary termination, retirement or involuntary termination for cause | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| Qualifying retirement | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| Termination by company without cause or by employee for good reason | | | | $ | 2,700,458 | | | | | $ | 2,349,874 | | | | | $ | 5,050,332 | | |
| Accelerated vesting upon change of control(2) | | | | $ | — | | | | | $ | 2,994,103 | | | | | $ | 2,994,103 | | |
| Notice of non-renewal within 12 months following change of control | | | | $ | 2,700,458 | | | | | $ | 2,349,874 | | | | | $ | 5,050,332 | | |
| Death or disability(3) | | | | $ | 900,458 | | | | | $ | 2,349,874 | | | | | $ | 3,250,332 | | |
| Benjamin S. Butcher | | | | | | | | | | | | | | | | | | | |
| Voluntary termination, retirement or involuntary termination for cause | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| Qualifying retirement(4) | | | | $ | — | | | | | $ | 5,088,890 | | | | | $ | 5,088,890 | | |
| Termination by company without cause or by employee for good reason | | | | $ | 1,438,755 | | | | | $ | 5,088,890 | | | | | $ | 6,527,645 | | |
| Accelerated vesting upon change of control(2) | | | | $ | — | | | | | $ | 6,288,301 | | | | | $ | 6,288,301 | | |
| Notice of non-renewal within 12 months following change of control | | | | $ | 1,438,755 | | | | | $ | 5,088,890 | | | | | $ | 6,527,645 | | |
| Death or disability(3) | | | | $ | 788,755 | | | | | $ | 5,088,890 | | | | | $ | 5,877,645 | | |
| Matts S. Pinard | | | | | | | | | | | | | | | | | | | |
| Voluntary termination, retirement or involuntary termination for cause | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| Qualifying retirement | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| Termination by company without cause or by employee for good reason | | | | $ | 1,258,682 | | | | | $ | 521,903 | | | | | $ | 1,780,585 | | |
| Accelerated vesting upon change of control(2) | | | | $ | — | | | | | $ | 754,018 | | | | | $ | 754,018 | | |
| Notice of non-renewal within 12 months following change of control | | | | $ | 1,258,682 | | | | | $ | 521,903 | | | | | $ | 1,780,585 | | |
| Death or disability(3) | | | | $ | 508,682 | | | | | $ | 521,903 | | | | | $ | 1,030,585 | | |
| Jeffrey M. Sullivan | | | | | | | | | | | | | | | | | | | |
| Voluntary termination, retirement or involuntary termination for cause | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| Qualifying retirement | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| Termination by company without cause or by employee for good reason | | | | $ | 1,203,471 | | | | | $ | 1,421,802 | | | | | $ | 2,625,273 | | |
| Accelerated vesting upon change of control(2) | | | | $ | — | | | | | $ | 1,753,528 | | | | | $ | 1,753,528 | | |
| Notice of non-renewal within 12 months following change of control | | | | $ | 1,203,471 | | | | | $ | 1,421,802 | | | | | $ | 2,625,273 | | |
| Death or disability(3) | | | | $ | 453,471 | | | | | $ | 1,421,802 | | | | | $ | 1,875,273 | | |
71
Virgis W. Colbert
Michelle S. Dilley
Larry T. Guillemette
Hans S. Weger
72
2022.
15, 2023.
Jit Kee Chin
Larry T. Guillemette
Francis X. Jacoby III
Christopher P. Marr
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Year Ended | Year Ended | ||
Audit Fees | $997,553 | $1,107,602 | |
Tax Fees | — | — | |
Audit-Related Fees | — | — | |
All Other Fees | 2,700 | 2,700 | |
Total | $1,000,253 | $1,110,302 |
2021:
| | | | Year Ended December 31, 2022 | | | Year Ended December 31, 2021 | | ||||||
| Audit Fees | | | | $ | 1,072,450 | | | | | $ | 1,132,500 | | |
| Tax Fees | | | | | — | | | | | | — | | |
| Audit-Related Fees | | | | | — | | | | | | — | | |
| All Other Fees | | | | $ | 2,900 | | | | | | 2,700 | | |
| Total | | | | $ | 1,075,350 | | | | | $ | 1,135,200 | | |
SEC.
Audit-Related Fees and All Other Fees
AMENDMENT TO THE 2011 EQUITY INCENTIVE PLAN
76
group.
Name of Beneficial Owner | Number of Shares | Percent of | Percent of | |||
BlackRock, Inc. (4) | 16,399,214 | 10.3% | 10.1% | |||
The Vanguard Group—23-1945930 (5) | 21,434,384 | 13.5% | 13.2% | |||
Benjamin S. Butcher (6) | 810,094 | * | * | |||
William R. Crooker (6) | 132,378 | * | * | |||
Stephen C. Mecke (6) | 257,276 | * | * | |||
Jeffrey M. Sullivan (6) | 167,162 | * | * | |||
David G. King (6) | 223,062 | * | * | |||
Jit Kee Chin (7) | 8,712 | * | * | |||
Virgis W. Colbert (7) | 41,532 | * | * | |||
Michelle S. Dilley (7) | 19,660 | * | * | |||
Jeffrey D. Furber (7) | 86,552 | * | * | |||
Larry T. Guillemette (7) | 76,124 | * | * | |||
Francis X. Jacoby III (7) | 67,870 | * | * | |||
Christopher P. Marr (7) | 53,337 | * | * | |||
Hans S. Weger (7) | 43,180 | * | * | |||
All directors and executive officers as a group (13 persons) | 1,986,939 | 1.2% | 1.2% |
| Name of Beneficial Owner | | | Number of Shares and Common Units Beneficially Owned(1) | | | Percent of All Shares(2) | | | Percent of All Shares and Common Units(3) | | |||||||||
| Holders of 5% or More | | | | | | | | | | | | | | | | | | | |
| BlackRock, Inc.(4) | | | | | 18,458,311 | | | | | | 10.3% | | | | | | 10.1% | | |
| The Vanguard Group—23-1945930(5) | | | | | 26,524,865 | | | | | | 14.8% | | | | | | 14.5% | | |
| Directors and Named Executive Officers | | | | | | | | | | | | | | | | | | | |
| William R. Crooker(6) | | | | | 258,114 | | | | | | * | | | | | | * | | |
| Benjamin S. Butcher(6) | | | | | 921,623 | | | | | | * | | | | | | * | | |
| Matts S. Pinard(6) | | | | | 36,035 | | | | | | * | | | | | | * | | |
| Jeffrey M. Sullivan(6) | | | | | 239,381 | | | | | | * | | | | | | * | | |
| Jit Kee Chin(7) | | | | | 17,577 | | | | | | * | | | | | | * | | |
| Virgis W. Colbert(7) | | | | | 50,397 | | | | | | * | | | | | | * | | |
| Michelle S. Dilley(7) | | | | | 28,525 | | | | | | * | | | | | | * | | |
| Jeffrey D. Furber(7) | | | | | 96,255 | | | | | | * | | | | | | * | | |
| Larry T. Guillemette(7) | | | | | 86,389 | | | | | | * | | | | | | * | | |
| Francis X. Jacoby III(7) | | | | | 76,735 | | | | | | * | | | | | | * | | |
| Christopher P. Marr(7)(8) | | | | | 62,977 | | | | | | * | | | | | | * | | |
| Hans S. Weger(7)(9) | | | | | 85,371 | | | | | | * | | | | | | * | | |
| All directors and named executive officers as a group (12 persons) | | | | | 1,959,419 | | | | | | 1.1% | | | | | | 1.1% | | |
Parties
March 24, 2021
definitions and Non-GAAP Financial Measures
Funds from Operations
2022.
REITs.
Year ended December 31, | ||||
Reconciliation of Net Income to FFO (in thousands) | 2020 | 2019 | ||
Net income | $ 206,795 | $ 50,665 | ||
Rental property depreciation and amortization | 214,464 | 185,154 | ||
Loss on impairments | 5,577 | 9,757 | ||
Gain on the sales of rental property, net | (135,733 | ) | (7,392 | ) |
FFO | $ 291,103 | $ 238,184 | ||
Preferred stock dividends | (5,156 | ) | (5,156 | ) |
Amount allocated to restricted shares of common stock and unvested units | (756 | ) | (891 | ) |
FFO attributable to common stockholders and unit holders | $ 285,191 | $ 232,137 | ||
Net Operating Income
| | | | Year ended December 31, | | |||||||||
| Reconciliation of Net Income to FFO (in thousands) | | | 2022 | | | 2021 | | ||||||
| Net income | | | | $ | 182,234 | | | | | $ | 196,432 | | |
| Rental property depreciation and amortization | | | | | 274,823 | | | | | | 238,487 | | |
| Loss on impairments | | | | | 1,783 | | | | | | — | | |
| Gain on the sales of rental property, net | | | | | (57,487) | | | | | | (97,980) | | |
| FFO | | | | $ | 401,353 | | | | | $ | 336,939 | | |
| Preferred stock dividends | | | | | — | | | | | | (1,289) | | |
| Redemption of preferred stock | | | | | — | | | | | | (2,582) | | |
| Amount allocated to restricted shares of common stock and unvested units | | | | | (558) | | | | | | (838) | | |
| FFO attributable to common stockholders and unit holders | | | | $ | 400,795 | | | | | $ | 332,230 | | |
Year ended December 31, | ||||||||
Reconciliation of Net Income to NOI (in thousands) | 2020 | 2019 | ||||||
Net income | $ | 206,795 | $ | 50,665 | ||||
General and administrative | 40,072 | 35,946 | ||||||
Transaction costs | 159 | 346 | ||||||
Depreciation and amortization | 214,738 | 185,450 | ||||||
Interest and other income | (446 | ) | (87 | ) | ||||
Interest expense | 62,343 | 54,647 | ||||||
Loss on impairments | 5,577 | 9,757 | ||||||
Gain on involuntary conversion | (2,157 | ) | — | |||||
Loss on extinguishment of debt | 834 | — | ||||||
Other expenses | 1,870 | 1,439 | ||||||
Gain on the sales of rental property, net | (135,733 | ) | (7,392 | ) | ||||
NOI | $ | 394,052 | $ | 330,771 |
| | | | Year ended December 31, | | |||||||||
| Reconciliation of Net Income to NOI (in thousands) | | | 2022 | | | 2021 | | ||||||
| Net income | | | | $ | 182,234 | | | | | $ | 196,432 | | |
| General and administrative | | | | | 46,958 | | | | | | 48,629 | | |
| Depreciation and amortization | | | | | 275,040 | | | | | | 238,699 | | |
| Interest and other income | | | | | (103) | | | | | | (121) | | |
| Interest expense | | | | | 78,018 | | | | | | 63,484 | | |
| Loss on impairments | | | | | 1,783 | | | | | | — | | |
| Debt extinguishment and modification expenses | | | | | 838 | | | | | | 2,152 | | |
| Other expenses | | | | | 4,363 | | | | | | 2,878 | | |
| Gain on the sales of rental property, net | | | | | (57,487) | | | | | | (97,980) | | |
| NOI | | | | $ | 531,644 | | | | | $ | 454,173 | | |
By: | |
www.proxyvote.com.D43154-P52549STAGwww.proxyvote.com.V03577-P87540STAG INDUSTRIAL, INC. AnnualINC.Annual Meeting of Stockholders May 3, 2021ShareholdersApril 25, 2023 1:00 PM ThisPMThis proxy is solicited by the Board of Directors TheDirectorsThe undersigned hereby appoints Stephen C. MeckeMatts S. Pinard and Jeffrey M. Sullivan, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of STAG INDUSTRIAL, INC. Common Stock which the undersigned is entitled to vote and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of StockholdersShareholders to be held virtually at www.virtualshareholdermeeting.com/STAG2021atwww.virtualshareholdermeeting.com/STAG2023 at 1:00 PM EDT on May 3, 2021,April 25, 2023, and any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the meeting.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO SUCH DIRECTION IS MADE BUT THE CARD IS SIGNED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF EACH DIRECTOR NOMINEE UNDER PROPOSAL 1, FOR PROPOSAL 2, FOR PROPOSAL 3 AND FOR PROPOSAL 3,4, AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.Continued and to be signed on reverse side