UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
the Securities Exchange Act of 1934 (Amendment No. )
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Check the appropriate box:
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
STAG Industrial, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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One Federal Street, 23rd Floor
Boston, Massachusetts 02110
Boston, Massachusetts 02110
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ONMAY 2, 2022APRIL 29, 2024
TO BE HELD ON
To our stockholders:
You are cordially invited to attend the 20222024 annual meeting of the stockholders of STAG Industrial, Inc., a Maryland corporation, that will be held on May 2, 2022,April 29, 2024, 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/STAG2022STAG2024. Please follow the instructions in this proxy statement to join the virtual annual meeting.
At the meeting, stockholders will consider and vote on the following matters:
1.
the election of nine10 directors to hold office until the 20232025 annual meeting of stockholders and until their successors are duly elected and qualified;
2.
the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2022; and2024;
3.
the approval, by non-binding vote, of our executive compensation.compensation; and
4.
the recommendation, by non-binding vote, on the frequency of executive compensation votes.
In addition, stockholders will consider and vote on such other business as may properly come before the annual meeting, including any adjournments or postponements of the meeting.
If you owned shares of our common stock as of the close of business on March 10, 2022,4, 2024, you can vote those shares by proxy or at the virtual annual meeting. Pursuant to rules promulgated by the Securities and Exchange Commission, (the “SEC”), we are providing access to our proxy materials over the internet. On or about March 23, 2022,20, 2024, we expect to mail our stockholders 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, each in connection with the solicitation of proxies by the boardBoard of directorsDirectors for use at the annual meeting and any adjournments or postponements thereof. If you received only the Notice by mail, you will not receive a printed copy of the proxy materials other than as described herein. The Notice contains instructions for your use of this process, including how to access our proxy statement and annual reportmaterials over the internet, how to authorize your proxy to vote online and how to request a paper copy of theour proxy statement and annual report.materials.
By order of the boardBoard of directors:Directors:
JEFFREY M. SULLIVAN
Executive Vice President, General Counsel and Secretary
Executive Vice President, General Counsel and Secretary
Boston, Massachusetts
March23, 202220, 2024
March
TABLE OF CONTENTS
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PROXY SUMMARY
We are a real estate investment trust (“REIT”) focused on the acquisition, ownership and operation of industrial properties throughout the United States. Our primary business objective is to own and operate a balanced and diversified industrial real estate portfolio that maximizes cash flows and enhances stockholder value over time. Our business strategy has resulted in a consistent track record of creating strong operational and financial performance and long-term value for our stockholders.
![[MISSING IMAGE: fc_business-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-036729/fc_business-pn.jpg) * Total stockholder return (“TSR”) is defined as common stock price appreciation plus dividends, assuming reinvestment of dividends into additional shares of common stock. ** Funds from operations (“FFO”) and net operating income (“NOI”) meet the definition of “non-GAAP financial measures” as set forth in Item 10(e) of Regulation S-K promulgated by the Securities and Exchange Commission (“SEC”). Please refer to Appendix A attached hereto for an explanation of why we consider these measures and reconciliations of the measures to the nearest measure under generally accepted accounting principles (“GAAP”). | ||||
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Executive Compensation Highlights
| | | ✔We pay for | | |
| | | • Approximately | | |
| | | • Annual base salaries are intended to be less than 25% of total | | |
| | | • We do not guarantee annual base salary increases, but consider increases when | | |
| | | ✔Our | | |
| | | • Bonuses are based on | | |
| | | • Our | | |
| | | • We do not guarantee bonuses of a minimum amount (bonuses can be zero) and do not provide uncapped | | |
| | | ✔Our goals. | | |
| | | • Performance award share units (“performance units”) granted under the STAG Industrial, Inc. 2011 Equity Incentive Plan, as amended and restated (the “Equity Incentive Plan”), are based on our | | |
| | | • Performance units will have zero value (no payout) for performance below the | | |
| | | • We target outperformance; target payouts under the performance units are |
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| | | ✔Stockholders have expressed support for our executive compensation practices. | | |
| | | • At the | | |
For more information, see “Executive Officer Compensation Discussion and Analysis” below.
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Snapshot of Corporate Governance Practices
The table below presents a snapshot of our corporate governance policies.
| | Annual election of directors to the | | | ✔ | |
| | Majority voting standard for the election of directors (with a director resignation policy) | | | ✔ | |
| | Regular executive sessions of independent directors | | | ✔ | |
| | Independent | | | ✔ | |
| | Designation of | | | ✔ | |
| | All members of the | | | ✔ | |
| | | | ✔ | | |
| | Diverse | | | ✔ | |
| | Annual | | | ✔ | |
| | Regular | | | ✔ | |
| | Stockholder ability to amend | | | ✔ | |
| | 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 | | | ✔ | |
| | Anti-hedging and anti-pledging policies | | | ✔ | |
| | Recovery policy for incentive-based executive compensation (“Clawback Policy”) | | | ✔ | |
| | Code of | | | ✔ | |
Corporate Responsibility Highlights
We are committed to havinghave a robust corporate responsibility program that incorporates environmental, social and governance (“ESG”) strategiesinitiatives into our overall business, strategy, investment decisions and asset management strategies to increase both the sustainability and the value of our portfolio. During 2021, we continued to enhance and refine our corporate responsibility program and related initiatives. Significant milestones and accomplishments include:
properties under our triple-net leases, we seek to (i) identify, assess and manage environmental risks and opportunities at our properties, (ii) collaborate with
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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 strategic environmentally focused property practices and solutions.
2023 Environmental Sustainability Highlights
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In October 2023, we announced that we achieved a ![[MISSING IMAGE: lg_gresp-4clr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-22-036721/lg_gresp-4clr.jpg) | | |
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| | | • 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, 2023, our properties hosted or were undergoing construction for solar projects with more than 30.4 megawatts capacity in aggregate and we had identified up to 40 additional projects that we are vetting over the next five years. | | | ||||||||||||
| | | Green Lease Leader—Gold Level | | |
| | | • In 2020, we were recognized by the Institute for Market Transformation as a Green Lease Leader at the “Gold” level. This Gold level recognition was renewed in 2023. We achieved this recognition by modifying our standard form of lease to require sharing of tenant utility usage so that we can identify those of our buildings that are outliers with respect to energy consumption. | | |
| | | 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, | | | |||||||||||
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| | | • As of December 31, | ||||||||||||||||
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2023 Corporate Donations and Volunteering.
During 2021,2023, we continued to support several local and national charities with a focus on child welfare, youth empowerment, equality and social justice:
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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 | | |
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| | | • As an expression of our commitment to good corporate citizenship, we established the STAG Industrial Charitable Action Fund (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. | | | |
•
Stockholder Engagementengagement. We provide institutional investors with many opportunities and events to provide feedback directly to our management team throughout the year, including formal events, one-on-one sessions and group meetings. During 2021,2023, our management team attended (in-person and virtually) 11six investor conferences and numerous other individual investor meetings, where they met with more than 100120 institutional investors. These meetings covered a range of topics, including our financial condition and results of operations, our business investment, finance and operation strategies, our stock price performance, economic, industry and market trends, our ESG policies, corporate governance and executive compensation policies and other matters. In addition to, and apart from, our regular investor meetings, we speak exclusively about our ESG and executive compensation and corporate governancepolicies with a number of our investors each year.
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•
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Clawback Policy. In accordance with applicable laws and NYSE listing standards, effective as of November 1, 2023, the Board adopted our Clawback Policy that requires the of certain “incentive-based compensation” (as defined in the policy) received by our current or former executive officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) in the event that we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the U.S. securities laws.
For more information, see “Board of Directors and Its Committees” and “Corporate Responsibility” below. Additional information regarding our corporate responsibility program is also included in our Sustainability
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Report, which is available under the “Corporate Responsibility” section of our website at www.stagindustrial.com. However, theThe 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.
Matters to be Voted On at the 20222024 Annual Meeting
| | | Proposal | | | Board Recommendation | | |
| | | Proposal 1: Election of Directors | | | FOR | | |
| | | Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm | | | FOR | | |
| | | Proposal 3: Advisory (Non-Binding) Vote on Executive Compensation | | | FOR | | |
| | | Proposal 4: Advisory (Non-Binding) Vote on Frequency of Executive Compensation Votes | | | FOR | | |
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Q:
Why did I receive these proxy materials?
A:
The boardBoard is soliciting proxies to be voted at the 20222024 annual meeting of stockholders. You received these materials because you were a stockholder as of March 10, 2022,4, 2024, the record date fixed by the board,Board, and are therefore entitled to receive notice of the annual meeting and to vote on matters presented at the annual meeting, which will be held virtually on May 2, 2022.April 29, 2024.
Pursuant to rules promulgated by the SEC, we are providing access to our proxy materials over the internet. On or about March 23, 2022,20, 2024, we are mailing to our stockholders of record as of March 10, 2022,4, 2024, 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 23, 2022.20, 2024.
Q:
When and where is the annual meeting being held?
A:
The annual meeting will be held on Monday, May 2, 2022,April 29, 2024, 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/STAG2022STAG2024. 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 March 10, 2022,4, 2024, 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/STAG2022STAG2024. 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/STAG2022, however, allSTAG2024. All live questions will be subject to time restrictions, andbut 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 virtual meeting 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/STAG2022STAG2024.
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Q:
Who is entitled to vote at the annual meeting?
A:
All holders of common stockholders of recordstock as of the close of business on March 10, 2022, the record date, March 4, 2024, are entitled to vote at the annual meeting.
Q:
What is the quorum for the meeting?
A:
A quorum at the annual meeting will consist of a majority of the votes entitled to be cast by the holders of alloutstanding shares of common stock outstanding.stock. No business may be conducted at the meeting if a quorum is not present. As of the record date, 178,014,466181,834,658 shares of common stock were issued and outstanding. If less than a majority of outstanding shares entitled to vote are represented at the annual meeting, the chairmanchair of the meeting may adjourn the annual meeting to another date, time or place, not later than 120 days after the original record date of March 10, 2022.4, 2024. Notice need not be given of the new date, time or place if announced at the meeting before an adjournment is taken.
Q:
How many votes do I have?
A:
You are entitled to one vote for each whole share of common stock you held as of the record date. Our stockholders do not have the right to cumulate their votes for directors.
Q:
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
A:
If your shares are registered in your name with our transfer agent, Continental Stock Transfer & Trust Company, LLC, you are the “stockholder of record” of those shares.
If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of those shares. The Notice and proxy statement and any accompanying documents have been forwarded to you by your broker, bank or other nominee. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares by following the instructions provided by the institution holding your shares for voting on the internet or by telephone or mail.
Q:
How do I vote?
A:
If you are the stockholder of record:
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On the internet: You may submit your proxy over the internet by following the instructions in the Notice, proxy card or voting instruction card that you received.
•
By telephone: You may submit your proxy by telephone by following the instructions in the Notice, proxy card or voting instruction card that you received.
•
By mail: If you received a paper copy of a proxy card or voting instruction card by mail, you may submit your proxy by completing, signing and dating your proxy card or voting instruction card and mailing it in the accompanying self-addressed stamped envelope. No postage is necessary if mailed in the United States.
•
At the virtual annual meeting: You may vote during the virtual annual meeting by following the instructions available on the meeting website during the meeting.
If you are the beneficial owner of shares held by a broker, bank or other nominee, you may instruct your broker, bank or other nominee to vote your shares by following the instructions that the institution holding the shares provides to you. If you are the beneficial owner and want to vote during the meeting, you must obtain a duly authorized proxy executed in your favor, from the institution holding the shares in order to vote your shares at the virtual annual meeting.
Properly completed and submitted proxy cards and voting instruction cards, as well as proxies properly completed and submitted on the internet or by telephone prior to the annual meeting, will be voted at the annual meeting in accordance with the instructions provided as long as they are received in time for voting and not revoked.
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Whether or not you plan to attend the annual meeting, we recommend that you authorize a proxy in advance as described above so that your vote will be counted if you later decide not to attend the annual
meeting. Authorizing your proxy over the internet, or by telephone or by mailing a proxy card or voting instruction card,mail, will not limit your right to attend the annual meeting and vote your shares.
Q:
Can I change my vote after I have voted?
A:
Yes. If you are the stockholder of record, you may revoke a proxy at any time prior to its exercise by filing with our corporate secretarySecretary a duly executed revocation of proxy, by properly submitting, either on the internet or by telephone or mail, a proxy bearing a later date or by attending the virtual annual meeting and voting. Attendance at the annual meeting will not by itself constitute revocation of a proxy.
If you are the beneficial owner of shares held by a broker, bank or other nominee, please follow the instructions provided by the institution holding the shares regarding how to revoke your voting instructions.
Q:
What am I voting on?
A:
You will be voting on:
•
Proposal 1: the election of nine10 directors to hold office until the 20232025 annual meeting of stockholders and until their successors are duly elected and qualified;
•
Proposal 2: the ratification of the appointment of PricewaterhouseCoopers LLP to act as our independent registered public accounting firm for year ending December 31, 2022; and2024;
•
Proposal 3: the approval, by non-binding vote, of our executive compensation.compensation; and
•
Proposal 4: the recommendation, by non-binding vote, on the frequency of executive compensation votes.
In addition, you will be voting on such other business as may properly come before the annual meeting, including any adjournments or postponements thereof.
Q:
What vote is required to approve the proposals assuming that a quorum is present at the annual meeting?
| A: | Proposal 1: | The election of the director nominees must be approved by a majority of the votes cast. |
Proposal 2:
The ratification of the appointment of the independent registered public accounting firm requires a majority of the votes cast.
Proposal 3:
The advisory vote approving executive compensation requires an affirmative vote of a majority of the votes cast.
Proposal 4:
Q:
What is a broker non-vote?
A:
If you are the beneficial owner of shares held by a broker, bank or other nominee, you must instruct the broker, bank or other nominee how to vote your shares. A “broker non-vote” occurs when a bank, broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. If your shares are held by a broker, bank or other nominee, your broker, bank or other nominee has discretionary voting authority under NYSE rules to vote your shares on the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm even if the institution does not receive voting instructions from you. However, your broker, bank or other nominee does not have discretionary authority to vote on the election of directors, the advisory vote approving our executive compensation or the advisory vote approvingon the frequency of the vote on our executive compensation, in which case a broker non-vote will occur and your shares will not be voted on these matters.
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Q:
How are abstentions and broker non-votes treated?
A:
Pursuant to Maryland law, abstentions and broker non-votes are counted as present for purposes of determining the presence of a quorum.
For purposes of the election of directors and the votevotes on ProposalProposals 3 and 4, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.
For purposes of the vote on Proposal 2, abstentions will not be counted as votes cast and will have no effect on the result of the vote.
Q:
Will there be any other items of business on the agenda?
A:
The boardBoard does not know of any other matters that may be brought before the annual meeting nor does it foresee or have reason to believe that proxy holders will have to vote for substitute or alternate nominees for election to the board.Board. If any other matter should come before the annual meeting or any nominee is not available for election, the persons named in the enclosed proxy will have discretionary authority to vote all proxies with respect to such matters in accordance with their discretion.
Q:
What happens if I submit my proxy without providing voting instructions on all proposals?
A:
Proxies properly submitted via the internet, mail or telephone will be voted at the annual meeting in accordance with your directions. If the properly-submitted proxy does not provide voting instructions on a proposal, the proxy will be voted as follows:
•
if you are a stockholder of record, to elect (FOR) each of the director nominees listed in “Proposal 1: Election of Directors;” if you are a beneficial owner of shares held by a broker, bank or other nominee, a broker non-vote will occur;
•
if you are a stockholder of record or a beneficial owner of shares held by a broker, bank or other nominee, in favor of (FOR) “Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm;” and
•
if you are a stockholder of record, in favor of (FOR) “Proposal 3: Advisory (Non-Binding) Vote on Executive Compensation;” if you are a beneficial owner of shares held by a broker, bank or other nominee, a broker non-vote will occur; and
•
if you are a stockholder of record, in favor of (FOR) an advisory vote on executive compensation every year (box “1 YEAR” on the proxy card) under “Proposal 4: Advisory (Non-Binding) Vote on Frequency of Executive Compensation Votes” if you are a beneficial owner of shares held by a broker, bank or other nominee, a broker non-vote will occur.
Q:
Where can I find the voting results after the annual meeting?
A:
We will announce the preliminary voting results at the annual meeting and will report the final voting results in a current report on Form 8-K which we will file(or quarterly report on Form 10-Q) filed with the SEC within four business days after the annual meeting.
Q:
Will anyone contact me regarding this vote?
A:
No arrangements or contracts have been made with any solicitors as of the date of this proxy statement, although we reserve the right to engage solicitors at any time if we deem them necessary. Such solicitations may be made by mail, telephone, facsimile, e-mail or personal interviews.
Q:
Who has paid for this proxy solicitation?
A:
We have paid the entire expense of preparing, printing and mailing the Notice and, to the extent requested by our stockholders, the proxy materials and any additional materials furnished to stockholders. Proxies may be solicited by our directors, officers or employees personally or by telephone without additional compensation for such activities. We also will request persons, firms and corporations holding shares in their names or in the names of their nominees, which are beneficially owned by others, to
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send appropriate solicitation materials to such beneficial owners. We will reimburse such holders for their reasonable expenses.
How many copies should I receive if I share an address with another stockholder?
The SEC has adopted rules that permit companies and intermediaries, such as a broker, bank or other nominee, to implement a delivery procedure called “householding.” Under this procedure, multiple stockholders who reside at the same address may receive a single copy of our proxy materials, unless the affected stockholder has provided us with contrary instructions. This procedure provides extra convenience for stockholders and cost savings for companies.
We and brokers, banks or other nominees may be householding our proxy materials. A single Notice and, if applicable, a single set of our proxy materials, including this proxy statement, the accompanying proxy card, our annual report and the Notice, will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker, bank or other nominee that it will be householding communications to
your address, householding will continue until you are notified otherwise or until you revoke your consent. If you did not respond that you did not want to participate in householding, you were deemed to have consented to the process. Stockholders may revoke their consent at any time by contacting Broadridge ICS, either by calling toll-free (800) 542-1061 or by writing to Broadridge ICS, Householding Department, 51 Mercedes Way, Edgewood, New York, 11717.
Upon written or oral request, we will promptly deliver a separate copy of the Notice and, if applicable, a single set of our proxy materials, to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Notice and, if applicable, our proxy materials, you may send a written request to STAG Industrial, Inc., One Federal Street, 23rd Floor, Boston, Massachusetts, 02110, Attention: Jeffrey M. Sullivan, CorporateExecutive Vice President, General Counsel and Secretary. In addition, if you are receiving multiple copies of the Notice and, if applicable, our proxy materials, you can request householding by contacting our corporate secretarySecretary in the same manner.
Q:
What does it mean if I receive more than one Notice?
A:
It means that you have multiple accounts at the transfer agent or with brokers, banks or other nominees. Please submit all of your proxies over the internet, following the instructions provided in the Notice, by mail or by telephone to ensure that all of your shares are voted.
Q:
Can I find additional information on the company’sCompany’s website?
A:
Yes. Our website is www.stagindustrial.com. You can view additional information on the website, such as our corporate responsibility and ESG policies, including our Sustainability Report, our corporate governance guidelines,Corporate Governance Guidelines, our codeCode of business conductBusiness Conduct and ethics,Ethics, our stock ownership guidelines,Stock Ownership Guidelines, charters of the boardBoard committees and reports that we file with the SEC. However, 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. A copy of our corporate governance guidelines,Corporate Governance Guidelines, our codeCode of business conductBusiness Conduct and ethics,Ethics, our stock ownership guidelinesStock Ownership Guidelines and each of the charters of the boardBoard committees also may be obtained free of charge by writing to STAG Industrial, Inc., One Federal Street, 23rd Floor, Boston, Massachusetts, 02110, Attention: Jeffrey M. Sullivan, CorporateExecutive Vice President, General Counsel and Secretary.
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PROPOSAL 1:
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
The boardBoard currently consists of nine10 members with directors serving one-year terms and until their successors are duly elected and qualified. The term for each director expires at each annual meeting of stockholders. At the 20222024 annual meeting, nine10 directors will be elected to serve until the 20232025 annual meeting and until their successors are duly elected and qualified. The boardBoard has nominated the following current directors (the “nominees”) to serve as directors: Benjamin S. Butcher, Jit Kee Chin, Virgis W. Colbert, William R. Crooker, Michelle S. Dilley, Jeffrey D. Furber, Larry T. Guillemette, Francis X. Jacoby III, Christopher P. Marr and Hans S. Weger. The boardBoard anticipates that each nominee will serve, if elected, as a director. However, if anyone nominated by the boardBoard is unable to accept election, the proxies will be voted for the election of such other person or persons as the boardBoard may recommend.
Vote Required
The affirmative vote of a majority of the votes cast at a meeting at which a quorum is present is required for the election of the nominees. For purposes of the election of directors, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.
Recommendation
The boardBoard recommends a vote FOR each nominee.
Snapshot of Board Composition
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Director Nominees for Election to Term Expiring 20232025
The following tables and biographical descriptions set forth certain information with respect to each nominee, including the specific experience, qualifications, attributes and skills that led to the conclusion by the boardBoard that such person should continue to serve as a director.
| | Director Nominees | | Age | | Principal Occupation | | Director Since | | Director Nominees | | Age | | Principal Occupation | | Director Since | | ||||||||||||||||||
| | Benjamin S. Butcher | | | | 68 | | | Chief Executive Officer and Chairman of the Board | | | | 2010 | | | Benjamin S. Butcher | | | | 70 | | | Retired Chief Executive Officer | | | | 2010 | | | ||||||
| | Jit Kee Chin | | | | 43 | | | Executive Vice President, Chief Data Officer and Chief Innovation Officer at Suffolk Construction | | | | 2020 | | | Jit Kee Chin | | | | 45 | | | Executive Vice President and Chief Technology Officer at Suffolk Construction | | | | 2020 | | | ||||||
| | Virgis W. Colbert | | | | 82 | | | Retired Executive Vice President of Miller Brewing Company | | | | 2014 | | | Virgis W. Colbert | | | | 84 | | | Retired Executive Vice President of Miller Brewing Company | | | | 2014 | | | ||||||
| | Michelle S. Dilley | | | | 50 | | | Chief Executive Officer of Awesome Leaders, NFP | | | | 2018 | | | William R. Crooker | | | | 44 | | | President and Chief Executive Officer | | | | 2022 | | | ||||||
| | Jeffrey D. Furber | | | | 63 | | | Global Chief Executive Officer of AEW | | | | 2011 | | | Michelle S. Dilley | | | | 52 | | | Chief Executive Officer of Awesome Leaders, NFP | | | | 2018 | | | ||||||
| | Larry T. Guillemette | | | | 66 | | | Retired Chairman, Chief Executive Officer and President of Amtrol | | | | 2011 | | | Jeffrey D. Furber | | | | 65 | | | Chairman Emeritus of AEW | | | | 2011 | | | ||||||
| | Francis X. Jacoby III | | | | 60 | | | Chief Financial Officer and Executive Vice President of Leggat McCall Properties, LLC | | | | 2011 | | | Larry T. Guillemette | | | | 68 | | | Chairman of the Board / Retired Chief Executive Officer and President of Amtrol | | | | 2011 | | | ||||||
| | Christopher P. Marr | | | | 57 | | | Chief Executive Officer and Trustee of CubeSmart | | | | 2012 | | | Francis X. Jacoby III | | | | 62 | | | Chief Financial Officer and Executive Vice President of Leggat McCall Properties, LLC | | | | 2011 | | | ||||||
| | Hans S. Weger | | | | 58 | | | Strategic Consultant | | | | 2011 | | | Christopher P. Marr | | | | 59 | | | President and Chief Executive Officer of CubeSmart | | | | 2012 | | | ||||||
| | Hans S. Weger | | | | 60 | | | Strategic Consultant | | | | 2011 | | | ||||||||||||||||||||
Director Qualifications
| | | | | Butcher | | | Chin | | | 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 or property technology | | | | | | | | | | | • | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Risk management | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | • | | |
| | Strategic planning | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | |
| | Supply chain management | | | | | • | | | | | | | | | | | | • | | | | | | | | | | | | • | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Director Nominees
| | | Benjamin S. Butcher Committees: • Investment (Chair) Diversity Information: • Gender: Male • Race/Ethnicity: White | | | | Mr. Butcher In light of his extensive | | |
| | | Jit Kee Chin Independent Director Committees: • Audit Diversity Information: • Gender: Female • Race/Ethnicity: Asian | | | | Dr. Jit Kee Chin has served since 2023 as In light of her extensive data, analytics and technology infrastructure expertise, including the development and implementation of strategic initiatives, the | | |
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| | | 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 In light of his extensive public company board and corporate governance experience and his significant operational experience, including | | |
| | | William R. Crooker President, Chief Executive Officer and Director 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. | | |
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| | | Michelle S. Dilley Independent Director Committees: • Compensation • Nominating and Corporate Governance Diversity Information: • Gender: Female • Race/Ethnicity: White | | | | Ms. Dilley has served as the 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 | | |
| | | Jeffrey D. Furber Independent Director Committees: • Compensation (Chair) • Investment Diversity Information: • Gender: Male • Race/Ethnicity: White | | | | Jeffrey D. Furber is Chairman Emeritus of AEW. He served as the Global Chairman of AEW from 2020 until his retirement in December 2023. From 1999 until transitioning to the then newly created role of Global Chairman in 2020, Mr. Furber In light of his significant leadership, corporate governance and capital markets experience and his | | |
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| | | Larry T. Guillemette Committees: • Audit • Compensation Diversity Information: • Gender: Male • Race/Ethnicity: White | | | | Mr. Guillemette served as In light of his extensive leadership experience through his senior officer and director positions and his accounting and real estate experience, the | | |
| | | 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 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 | | |
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| | | Christopher P. Marr Independent Director Committees: • Audit • Nominating and Corporate Governance (Chair) Diversity Information: • Gender: Male • Race/Ethnicity: White | | | | Mr. Marr has served as 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 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 | | |
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Biographical Information Regarding Executive Officers Who Are Not Directors
The biographical descriptions below set forth certain information with respect to each of our current executive officers, other than Mr. Butcher,Crooker whose information appears above.
| | | Matts S. Pinard Executive Vice President, Chief Financial Officer and Treasurer Age: | | | | Mr. Pinard has served as our | | |
| | | Jeffrey M. Sullivan Executive Vice President, General Counsel and Secretary Age: | | | | Mr. Sullivan has served as our | | |
| | | Steven T. Kimball Executive Vice President—Real Estate Operations Age: 57 | | | | Mr. Kimball has served as our Executive Vice President—Real Estate Operations since March 2023. From 2021 to 2023, Mr. Kimball served as an Executive Director at PGIM Real Estate (“PGIM”), where he oversaw the asset management of a Northeastern industrial property portfolio, including active joint venture development projects. Before joining PGIM, Mr. Kimball held various positions at Prologis, Inc. (NYSE: PLD) (formerly AMB Property Corporation until 2011) from 1995 to 2021, including serving as Managing Director, Head of Operations, East Region from 2014 to 2021, as Senior Vice President, Head of Operations, East Region from 2005 to 2014, and as Senior Vice President, Regional Manager, Chicago from 2000 to 2005. Before joining AMB Property Corporation in 1995, Mr. Kimball held positions with financial and insurance companies involving real estate assets. Mr. Kimball holds a Bachelor of Science degree from University of Vermont and a Master of Business Administration from University Colorado Boulder. | | |
| | | Michael C. Chase Executive Vice President, and Chief Investment Officer Age: 51 | | | | Mr. Chase has served as our Executive Vice President since July 2022 and as our Chief Investment Officer since 2020. Mr. Chase previously served as a Senior Vice President from 2011 to 2022. Prior to the formation of our Company, Mr. Chase served as Managing Director for STAG Capital Partners, LLC from 2003 to 2011, where he was responsible for managing an acquisition team in the sourcing, underwriting, negotiating and closing of deals with a territory of approximately half the country. Mr. Chase was the Vice President of Acquisitions at Paradigm Properties from March 1999 to June 2002, where he was responsible for originating, underwriting, analyzing and closing new investments. Mr. Chase holds a Bachelor of Science degree from the University of Vermont. | | |
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BOARD OF DIRECTORS AND ITS COMMITTEES
Board of Directors
Our business is managed through the oversight and direction of the board.Board. A majority of the boardBoard is “independent,” as determined by the board,Board, consistent with the rules of the NYSE. The one membertwo members of the boardBoard who isare not independent isare Mr. Crooker, our chief executive officer.Chief Executive Officer, and Mr. Butcher, our former Chief Executive Officer.
Board Meetings and Executive Sessions
Our directors stay informed about our business by attending meetings of the boardBoard and its committees and through supplemental reports and communications. In 2021,2023, the boardBoard held sevensix meetings and each director attended at least 75% of the aggregate of the boardBoard meetings and his or her respective committee meetings. The boardBoard does not have a policy with respect to directors’ attendance at annual meetings of stockholders. Nevertheless, all of our directors attended the 20212023 annual meeting of stockholders.
As required by the NYSE rules, the independent directors of the boardBoard regularly meet in executive session, without the presence of management or non-independent directors. Generally, these executive sessions follow after each quarterly meeting. In 2021,2023, the independent directors of the boardBoard met in executive session without management or non-independent directors present fivefour times (atat each quarterly meeting, and one special meeting), the audit committeeAudit Committee met in executive session without management or non-independent directors present four times (atat each quarterly meeting),meeting, the compensation committeeCompensation Committee met in executive session without management or non-independent directors present twofour times (at twoat each quarterly meetings)meetings (except one session included our General Counsel), and the nominatingNominating and corporate governance committeeCorporate Governance Committee met in executive session threewithout management or non-independent directors present two times (at threeat two quarterly meetings)meetings (except one session included our General Counsel). Our lead independent directorChairman of the Board or Lead Independent Director, as applicable, presides over such independent, non-management sessions of the board.Board. Executive sessions of the audit, the compensationAudit, Compensation and the nominatingNominating and corporate governance committeesCorporate Governance Committees are presided over by the respective chairpersonChair of each committee.
Director Independence
Under the enhanced corporate governance standards of the NYSE, at least a majority of our directors, and all of the members of the audit committee, compensation committeeAudit Committee, Compensation Committee and nominatingNominating and corporate governance committee,Corporate Governance Committee, must meet the test of “independence.” The NYSE standards provide that, to qualify as an “independent” director, in addition to satisfying certain bright-line criteria, the boardBoard must affirmatively determine that a director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company)Company). The boardBoard has affirmatively determined that each of Dr. Chin, Ms. Dilley and Messrs. Colbert, Furber, Guillemette, Jacoby, Marr and Weger satisfies the bright-line independence criteria of the NYSE and that none has a relationship with us that would interfere with such person’s ability to exercise independent judgment as a member of the board.Board. Therefore, we believe that all of these directors, who constitute a majority of the board,Board, are independent under the NYSE rules.
We have implemented procedures for interested parties, including stockholders, to communicate directly with our independent directors. We believe that providing a method for interested parties to communicate directly with our independent directors, rather than with the full board,Board, would provide a more confidential, candid and efficient method of relaying any interested party’s concerns or comments. See “Corporate Responsibility—Other Corporate Governance Matters—Communication with the Board of Directors, Independent Directors and the Audit Committee.”
Board Committees
The boardBoard has established an investment committee,Investment Committee, an audit committee,Audit Committee, a compensation committeeCompensation Committee and a nominatingNominating and corporate governance committeeCorporate Governance Committee and has adopted a written charter for each of these committees. Each of the audit committee,Audit Committee, the compensation committeeCompensation Committee and the nominatingNominating and corporate governance committee
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Corporate Governance Committee is composed exclusively of independent directors, as required by and defined in the rules and listing qualifications of the NYSE and, with respect to the members of the audit committee,Audit Committee, Rule 10A-3 promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).Act. Moreover, the compensation committeeCompensation Committee is composed exclusively of individuals intended to be, to the
extent required by Rule 16b-3 of the Exchange Act, non-employeenon-management directors. The boardBoard may from time to time establish other committees to facilitate the management of our company.Company. Matters presentedsubmitted for a voteapproval by any one of any of the boardour four committees must be approved by a majority of the directors on the committee who are present at a meeting at which there is a quorum or by unanimous written consent of the directors on thethat committee.
| | Director | | Investment Committee | | Audit Committee | | Compensation Committee | | Nominating and Corporate Governance Committee | | Director | | Investment Committee | | Audit Committee | | Compensation Committee | | Nominating and Corporate Governance Committee | | ||||||||
| | Benjamin S. Butcher | | Chair | | | | | | | | Benjamin S. Butcher | | Chair | | | | | | | | ||||||||
| | Jit Kee Chin | | | | • | | | | | | Jit Kee Chin | | | | • | | | | | | ||||||||
| | Virgis W. Colbert | | | | | | • | | • | | William R. Crooker | | • | | | | | | | | ||||||||
| | Michelle S. Dilley | | | | | | • | | • | | Virgis W. Colbert | | | | | | • | | • | | ||||||||
| | Jeffrey D. Furber | | • | | | | Chair | | | | Michelle S. Dilley | | | | | | • | | • | | ||||||||
| | Larry T. Guillemette | | | | • | | • | | | | Jeffrey D. Furber | | • | | | | Chair | | | | ||||||||
| | Francis X. Jacoby III | | • | | • | | | | • | | Larry T. Guillemette | | | | • | | • | | | | ||||||||
| | Christopher P. Marr | | | | • | | | | Chair | | Francis X. Jacoby III | | • | | • | | | | • | | ||||||||
| | Hans S. Weger | | • | | Chair | | • | | | | Christopher P. Marr | | | | • | | | | Chair | | ||||||||
| | Meetings Held in 2021 | | 6 | | 4 | | 6 | | 4 | | Hans S. Weger | | • | | Chair | | • | | | | ||||||||
| | Meetings Held in 2023 | | 4 | | 4 | | 7 | | 4 | | ||||||||||||||||||
Investment Committee
The boardBoard has established an investment committeeInvestment Committee composed of fourfive directors, three of whom are independent directors. The investment committee’sInvestment Committee’s primary function is to review, evaluate and ultimately vote to approve all acquisitions and dispositions with an individual purchase or sale price of more than $50 million and up to $100 million, as well as all development and redevelopment projects with a development cost of more than $50$25 million and up to $100 million. Proposed acquisitions, dispositions and development and redevelopment projects with an individual purchase or sale price or development cost of more than $100 million require approval by the board.Board. The board,Board, in its discretion, may change the investment committee’sInvestment Committee’s authority to approve acquisitions, dispositions and development and redevelopment projects from time to time, including the dollar thresholds.
The investment committeeInvestment Committee has adopted a written charter that outlines certain specified responsibilities of the investment committee.Investment Committee. A copy of the investment committeeInvestment Committee charter is available under “Corporate Governance” in the “Investor Relations” section of our website at www.stagindustrial.com.
Audit Committee
The boardBoard has established an audit committee,Audit Committee, which is composed exclusively of independent directors. Four members of the audit committee,Audit Committee, Messrs. Guillemette, Jacoby, Marr and Weger, qualify as audit committeeAudit Committee financial experts, as defined by the SEC, and all members are financially literate and able to read and understand fundamental financial statements. The audit committeeAudit Committee assists the boardBoard in overseeing, among other things:
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our system of internal controls;
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our accounting and financial reporting processes;
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the integrity and audits of our consolidated financial statements;
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our compliance with legal and regulatory requirements;
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our risk exposures and policies to assess and manage risks (including financial risks);
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the qualifications and independence of our independent auditors; and
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the performance of our independent auditors and any internal auditors.
The audit committeeAudit Committee also is responsible for engaging our independent public accountants, reviewing with the independent public accountants the plans and results of the audit engagement, approving professional services provided by the independent public accountants, reviewing the independence of the independent public accountants, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls. The audit committeeAudit Committee has the power to investigate any matter brought to its attention within the scope of its duties and to retain counsel for this purpose where appropriate.
The audit committeeAudit Committee has adopted a written charter that outlines certain specified responsibilities of the audit committeeAudit Committee and complies with the rules of the SEC and the NYSE. A copy of the audit committeeAudit Committee charter is available under “Corporate Governance” in the “Investor Relations” section of our website at www.stagindustrial.com.
Compensation Committee
The boardBoard has established a compensation committee,Compensation Committee, which is composed exclusively of independent directors. The principal functions of the compensation committeeCompensation Committee are to:
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evaluate the performance and compensation of our chief executive officer;Chief Executive Officer;
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review and approve the compensation and benefits of our executive officers and members of the board;Board;
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administer the STAG Industrial, Inc. 2011 Equity Incentive Plan, as amended and restated (the “2011 Equity Incentive Plan”), as well as any other compensation, stock option, stock purchase, incentive or other benefit plans; and
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produce an annual report on executive compensation for inclusion in our proxy statement after reviewing our compensation discussion and analysis.analysis;
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oversee and monitor our executive officer and director compensation policies and practices, including our Stock Ownership Guidelines for executive officers and non-management directors;
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annually review and assess our compensation policies and practices to assess whether they could encourage unnecessary risk taking behavior, and discuss the relationship between risk management policies and practices, business strategy and compensation arrangements;
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administer and interpret our Clawback Policy that requires the recovery of certain incentive-based compensation received by our current or former executive officers in the event that we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the U.S. securities laws; and
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collaborate with the Nominating and Corporate Governance Committee on human capital management, which may include executive diversity, pay equity, inclusion, recruiting, retention, career development and succession planning.
The compensation committeeCompensation Committee is primarily responsible for establishing and implementing our compensation program and policies. To fulfill its responsibilities, the compensation committeeCompensation Committee may engage, oversee and provide appropriate funding for advisors and consultants to advise the committee on executive compensation matters.
The compensation committeeCompensation Committee has adopted a written charter that outlines certain specified responsibilities of the compensation committeeCompensation Committee and complies with the rules of the SEC and the NYSE. A copy of the compensation committeeCompensation Committee charter is available under “Corporate Governance” in the “Investor Relations” section of our website at www.stagindustrial.com.
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Nominating and Corporate Governance Committee
The boardBoard has established a nominatingNominating and corporate governance committee,Corporate Governance Committee, which is composed exclusively of independent directors. The principal functions of the nominatingNominating and corporate governance committeeCorporate Governance Committee include:
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seeking, considering and recommending to the full boardBoard qualified candidates for election as directors;
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recommending a slate of nominees for election as directors at the annual meeting of stockholders;
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annually recommending to the boardBoard nominees for each committee of the board;Board;
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annually facilitating the assessment of the board’sBoard’s performance as a whole and of each committee and the individual directors;
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reviewing and making recommendations on matters involving the general operation of the boardBoard and our corporate governance, including our ESG policies and practices (and related policies for tenants, communities and vendors);
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reviewing our ESG risk oversight and management and related governance reporting; and
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reviewing our performance metrics concerning ESG matters.
The nominatingNominating and corporate governance committeeCorporate Governance Committee has adopted a written charter that outlines certain specified responsibilities of the nominatingNominating and corporate governance committeeCorporate Governance Committee and complies with the rules of the SEC and the NYSE. A copy of the nominatingNominating and corporate governance committeeCorporate Governance Committee charter is available under “Corporate Governance” in the “Investor Relations” section of our website at www.stagindustrial.com.
Compensation Committee Interlocks and Insider Participation
None of the members of the compensation committeeCompensation Committee is or has been employed by us. None of our executive officers currently serves, or in the past three years has served, as a member of the boardBoard or compensation committeeCompensation Committee of another entity that has one or more executive officers serving on the boardBoard or compensation committee.Compensation Committee. No member of the compensation committeeCompensation Committee has any other business relationship or affiliation with us other than his or her service as a director.
Board and Committee Evaluations
The boardBoard performs an annual performance evaluation, with each director performing a self-evaluation of his or her boardBoard and committee experiences. The nominatingNominating and corporate governance committeeCorporate Governance Committee oversees the evaluation process and considers all methods of performing these evaluations. To assist the boardBoard in its 20212023 performance evaluations, we engaged outside counsel to conduct one-on-one interviews of each director, which are designed, among other purposes, to identify any areas in which the boardBoard would be better served by adding new members with different skills, backgrounds or areas of experience. We believe using outside counsel fosters candor, facilitates participation in the evaluation process and enables individual assessments of each director. Generally, the evaluation process described below is managed by outside counsel with assistance from our corporate secretaryGeneral Counsel and oversight by the chairChair of the nominatingNominating and corporate governance committeeCorporate Governance Committee to ensure the process remains as thorough and transparent as possible. The Board discusses the self-evaluation process each year to ensure the process remains relevant, thorough and transparent.
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Organization and membership
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Key responsibilities
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Accountability and independence
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Meetings, information and resources
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Board Refreshment and Nomination Process
Board refreshment is important to our company.Company. Before each annual meeting of stockholders, the nominatingNominating and corporate governance committeeCorporate Governance Committee (i) assesses the composition and needs of the boardBoard as a whole, including with respect to diversity (and such matters are also the subject of full boardBoard discussions annually), (ii) rigorously evaluates all current directors, and (iii) considers the nomination of all directors whose terms expire at the next annual meeting of stockholders. The nominatingNominating and corporate governance committeeCorporate Governance Committee also considers new candidates whenever there is a vacancy on the boardBoard or whenever a vacancy is anticipated due to a change in the size or composition of the board,Board, a retirement of a director or for any other reason. In addition to considering incumbent directors, the nominatingNominating and corporate governance committeeCorporate Governance Committee may identify director candidates based on recommendations from the directors and executive officers and may engage the services of third-party search firms to assist in identifying or evaluating director candidates.
The boardBoard considers director candidates based on a number of factors including:
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whether the boardBoard member will be “independent,” as such term is defined by the NYSE listing standards;
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whether the candidate possesses the highest personal and professional ethics, integrity and values;
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whether the candidate has demonstrated leadership ability, with broad experience, diverse perspectives, and the ability to exercise sound business judgment;
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whether the candidate has experience in areas important to the operations of our company;Company;
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whether the candidate has an inquisitive and objective perspective, practical wisdom and mature judgment; and
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whether the candidate provides a diversity of viewpoints, background, experience and demographics as compared to the current members of the board.Board.
Candidates also are evaluated based on their understanding of our business and willingness to devote adequate time to carrying out their duties. The nominatingNominating and corporate governance committeeCorporate Governance Committee monitors the mix of skills, experience and background to assure that the boardBoard has the necessary composition to effectively perform its oversight function. While diversity characteristics of a candidate are just one of several factors considered by the committee when evaluating director candidates, we believe that diversity is a valuable component of an effective and dynamic boardBoard and will continue to make diversity an integral part
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of the board’sBoard’s search for future directors. See “Corporate Responsibility—Corporate Governance and Ethical Business Practices—Enhancing Board Diversity” below. In general, a candidate will neither be included nor excluded from consideration solely based on his or her diversity traits. The nominatingNominating and corporate governance committeeCorporate Governance Committee conducts regular reviews of current directors in light of the considerations described above and their past contributions to the board.Board. The boardBoard reviews the effectiveness of its director nominating policies annually.
The nominatingNominating and corporate governance committeeCorporate Governance Committee will consider appropriate nominees for directors whose names are submitted in writing by a stockholder of our company.Company. Director candidates submitted by our stockholders will be evaluated by the nominatingNominating and corporate governance committeeCorporate Governance Committee on the same basis as any other director candidates. We did not receive any nominations of directors by stockholders for the 20222024 annual meeting. Nominations must be addressed to STAG Industrial, Inc., One Federal Street, 23rd Floor, Boston, Massachusetts, 02110, Attention: Jeffrey M. Sullivan, CorporateExecutive Vice President, General Counsel and Secretary, indicating the nominee’s qualifications and other relevant biographical information and providing confirmation of the nominee’s consent to serve as director, if elected. To be considered for the next annual election of directors, any such written request must comply with the requirements set forth in our bylawsBylaws and below under “Other Matters—Stockholder Proposals.”
Board Leadership
The boardBoard recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure to provide independent oversight of management. The boardBoard understands that there is no single, generally accepted approach to providing boardBoard leadership and the right boardBoard leadership structure may vary as circumstances warrant. Consistent with this understanding, our independent directors consider the board’sBoard’s leadership structure on an annual basis.
The boardBoard annually will electelects a chairmanChairman of the board,Board, who may or may not be our chief executive officer. SinceChief Executive Officer. Pursuant to our formation in 2010,previously announced management succession plan, effective as of July 1, 2023, Mr. Butcher has servedretired as our chief executive officerExecutive Chairman and chairmanMr. Guillemette became the Chairman of the board. As previously announced, pursuant to ongoing management succession planning by the board, we expect that, on July 1, 2022,Board. Mr. Butcher will become executive chairman of the board and Mr. Crooker, our president, will be appointed chief executive officer and join the board. Over the next few months, Mr. Butcher will work closely with Mr. Crooker on transitioning to chief executive officer. After becoming executive chairman in July, Mr. Butcher’s responsibilities will include managing the business of the board, regularly consulting with the chief executive officer on key corporate matters and liaising between the board and the management team. Based on its most recent review of our leadership structure and the needs of our company, the board believes that Mr. Butcher continuingcontinues to serve on the Board as chairman is optimal, because he has been involved in our day-to-day operations and our strategic decision making at the board level and his continued service provides our company with strong, effective and consistent leadership.a non-executive director.
If the chairmanChairman of the boardBoard is not an independent director, the boardBoard will annually elect a non-management and independent director to serve in a lead capacity, to coordinate the activities of the other non-management and independent directors and to perform any other duties and responsibilities that the boardBoard may determine are advisable. Although this position is elected annually, it is generally expected that he or she will serve for more than one year. Mr. Guillemette has served as our lead independent director since 2015. The responsibilities of the lead independent directorLead Independent Director will include (i) serving as liaison between the chairmanChairman of the Board and the independent directors, (ii) reviewing the type of information sent to the board,Board, (iii) reviewing, in consultation with the chairmanChairman of the Board and others, agendas and boardBoard meeting schedules to determine whether sufficient time is allocated to agenda items, and (iv) holding the authority to call meetings of the independent directors.
In considering its leadership structure, the boardBoard has taken a number of factors into account. The board,Board, which consists of a majority of independent directors (eight of the nine10 members), exercises a strong, independent oversight function. This oversight function is enhanced by the audit, compensationAudit, Compensation and nominatingNominating and corporate governance committeesCorporate Governance Committees being comprised entirely of independent directors. A number of boardBoard 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 bylawsBylaws and corporate governance guidelines,Corporate Governance Guidelines, the boardBoard has the ability to change its structure, should that be deemed appropriate and in the best interest of our companyCompany and our stockholders. The boardBoard believes that these factors provide the appropriate balance between the authority of those who oversee our companyCompany and those who manage it on a day-to-day basis.
The chairmanChairman of the boardBoard presides over all meetings of the stockholders and the boardBoard as a whole.whole, including executive sessions of the independent directors. The chairmanChairman performs such other duties, and exercises such powers, as from time to time shall be prescribed in our bylawsBylaws or by the board.Board.
Director Resignation Policy
We have a majority voting standard for uncontested election of directors and a plurality standard for elections in which the number of director nominees exceeds the number of directors to be elected. Pursuant
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to our bylaws,Bylaws, director nominees in uncontested elections of directors will be elected by the vote of a majority of the votes cast with respect to the director, which means that the number of votes cast for a director must exceed the number of votes cast against the director.
Our corporate governance guidelinesCorporate Governance Guidelines require incumbent director nominees who fail to receive a majority of the votes cast to submit promptly a written offer to resign from the board.Board. The nominatingNominating and corporate governance committeeCorporate Governance Committee will make a recommendation to the boardBoard on whether to accept or reject the resignation. Taking into account the recommendation of the nominatingNominating and corporate governance committee,Corporate Governance Committee, the boardBoard will determine whether to accept or reject any such resignation within 90 days after the certification of the voting results, and we will report such decision in a current report on Form 8-K furnished to the SEC. A copy of our corporate governance guidelinesCorporate Governance Guidelines is available under “Corporate Governance” in the “Investor Relations” section of our website at www.stagindustrial.com.
Role of the Board in Risk Oversight
Overview
While risk management is primarily the responsibility of our senior management team, the boardBoard plays an active role in overseeing our risk management processes and controls. The boardBoard administers this oversight function directly, with support from the audit committee,Audit Committee, the compensation committeeCompensation Committee and the nominatingNominating and corporate governance committee,Corporate Governance Committee, each of which addresses risks specific to their respective areas of oversight. While the committees assume responsibilities to evaluate certain risks and oversee management’s plan regarding such risks, the full boardBoard keeps itself regularly informed regarding such risks through committee and management reports.
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| | | BOARD OF DIRECTORS | | | ||||||||
| | | One of the key functions of the • Strategic and operational risk management • Information security risks, including cybersecurity and data privacy risks (see “—Information Security” below) • Management and In addition, as discussed above under “—Board and Committee Evaluations,” the Board conducts an annual self-evaluation in order to evaluate its performance for the purpose of improving Board and committee processes and effectiveness. | | | ||||||||
| | | 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 our • ESG risks, including environmental sustainability risks, corporate social responsibility and related governance reporting | | |
| | | SENIOR MANAGEMENT TEAM | | | ||||||||
| | | Our senior management team reviews and prioritizes significant risks, allocates resources for mitigation and provides the | | | ||||||||
| | | Information Security Risks | | | | Disclosure Risks | | | | Environmental Risks | | |
| | | Our | | | | Our disclosure committee, consisting of certain executives and senior employees, reports to our | | | | Our senior vice | | |
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Information Security
As discussed above, the boardBoard has the primary responsibility for overseeing our information security risk management. Our chief operating officer, to whom ourmanagement, including cybersecurity and data analytics and technology team (including information technology) reports, presents an information security update at each quarterly board meeting. Aspects of information security are reviewed through internal audit.privacy risks.
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.
To our knowledge, we have not experienced an information security breach in the last three years or otherwise.
Please see our Annual Report on Form 10-K for the year ended December 31, 2023 for more information on our processes and procedures for addressing and managing cybersecurity and data privacy risks.
Management Succession Plans
The boardBoard oversees the recruitment, development and retention of executive talent and reviews or discusses our management succession plans at least annually. Management succession is generally discussed throughout the year with the chief executive officerChief Executive Officer at boardBoard meetings and in executive sessions. Management succession discussions generally focus on the chief executive officerChief Executive Officer and other senior executive roles, but also include broader discussions about our employee workforce. The boardBoard has regular and direct exposure to senior leadership and high-potential employees through boardat Board meetings held throughout each year. As previously announced, pursuant to ongoing management succession planning by the board, we expect that, on July 1, 2022, Mr. Butcher will become executive chairman of the board and Mr. Crooker, our president, will be appointed chief executive officer and join the board. Over the next few months, Mr. Butcher will work closely with Mr. Crooker on transitioning to chief executive officer. In addition, on January 10, 2022, the board appointed Mr. Pinard as our executive vice president, chief financial officer and treasurer. The boardBoard has framed and continues to evolve plans with an adaptable timeframe for orderly management succession of other key positions.
In addition, in order to minimize the potential disruption to our companyCompany upon the unexpected resignation, termination, death, disability or other form of absence of our chief executive officer,Chief Executive Officer, the board reviewed andBoard has approved a chief executive officerChief Executive Officer emergency succession policy (the “CEO Emergency Succession Policy”). The CEO Emergency Succession Policy is general in nature and is intended to provide the boardBoard and the nominatingNominating and corporate governance committeeCorporate Governance Committee with contingency procedures upon a sudden succession of our chief executive officer.Chief Executive Officer.
Board Compensation for 20212023
The compensation committeeCompensation Committee is responsible for reviewing the compensation of our non-management directors and may revise director compensation in its discretion. If a director is also one of our officers, we will not pay any compensation for services rendered as a director. Due to the consistently high level of say-on-pay support from our stockholders, the structure of our 2021 non-management director compensation program was unchanged from the 2020 program. Non-management director compensation in 20212023 consisted of an annual cash fee and an annual grant of equity for services as a director and an additional annual cash fee for each of the lead independent director, the chairChairman of the audit committee,Board or Lead Independent Director, as applicable, and the chairChairs of the compensation committeeAudit, Compensation and the chair of the nominatingNominating and corporate governance committeeCorporate Governance Committees in amounts set forth in the table below. All members of the boardBoard are reimbursed for their costs and expenses in attending boardBoard meetings.
| | Position Held | | Annual Cash Fee(1) | | Annual Equity Grant(2) | | Position Held | | Annual Cash Fee(1) | | Annual Equity Grant(2) | | ||||||||||||||||
| | Non-Management Director | | | $ | 50,000 | | | | $ | 100,000 | | | Non-Management Director | | | $ | 55,000 | | | | $ | 110,000 | | | ||||
| | Lead Independent Director | | | $ | 25,000 | | | | | — | | | Independent Chairman of the Board | | | $ | 75,000 | | | | | — | | | ||||
| | Audit Committee Chair | | | $ | 20,000 | | | | | — | | | Lead Independent Director | | | $ | 25,000 | | | | | — | | | ||||
| | Compensation Committee Chair | | | $ | 15,000 | | | | | — | | | Audit Committee Chair | | | $ | 20,000 | | | | | — | | | ||||
| | Nominating and Corporate Governance Committee Chair | | | $ | 12,500 | | | | | — | | | Compensation Committee Chair | | | $ | 15,000 | | | | | — | | | ||||
| | Nominating and Corporate Governance Committee Chair | | | $ | 15,000 | | | | | — | | | ||||||||||||||||
(1)
Our directors have the option to receive fees in shares of common stock rather than in cash. The value of such shares of common stock is based on the 10-day average closing price of our common stock
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