Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | STAG Industrial, Inc. |
Entity Central Index Key | 0001479094 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Pay-Versus-Performance Pay-Versus-Performance Table The following table presents certain information regarding compensation paid to our chief executive officers and other named executive officers, and certain measures of financial performance, for the three years ended December 31, 2022. The amounts shown below are calculated in accordance with Item 402(v) of Regulation S-K promulgated by the SEC. Year (1) Summary Summary Compensation (2)(3) Compensation (2)(4) Average Average (2)(5) Value of Initial Fixed Company Company MSCI US Net (6) Core FFO 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 (1) Our chief executive officer and other named executive officers for the applicable years were as follows: • 2022: Mr. Butcher served as our chief executive officer through June 30, 2022, Mr. Crooker has served as our chief executive officer since July 1, 2022 and Messrs. Pinard, Sullivan and Mecke served as the other named executive officers. • 2021: Mr. Butcher served as our chief executive officer and Messrs. Crooker, Sullivan and Mecke and David G. King, our former executive vice president and director of real estate operations, served as the other named executive officers. • 2020: Mr. Butcher served as our chief executive officer and Messrs. Crooker, Sullivan, Mecke and King served as the other named executive officers. (2) Represents the amount of “compensation actually paid” to our chief executive officers and the named executive officers, as computed in accordance with Item 402(v) of Regulation S-K. To calculate the compensation “actually paid,” we (i) deducted the amounts presented in the Stock Awards column of the Summary Compensation Table for the applicable year and (ii) added equity awards amounts calculated in accordance with Item 402(v)(2)(iii)(C) of Regulation S-K promulgated by the SEC that reflect the aggregate of the following components, as applicable: (a) the fair value as of the end of the applicable year of unvested equity awards granted in that year; (b) the change in fair value during the applicable year of equity awards granted in prior years that remained outstanding and unvested at the end of the year and (c) the change in fair value during the applicable year through the vesting date of equity awards granted in prior years that vested during the year, less the fair value at the end of the prior year of awards granted prior to the applicable year that failed to meet applicable vesting conditions during the year. Equity values are calculated in accordance with ASC Topic 718, and the valuation methods used to calculate fair values did not materially differ from those disclosed at the time of the grant. (3) In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Butcher’s total compensation for each year to determine the compensation actually paid (using the methodology described in footnote 2 above). Year Summary Compensation “Stock Awards” Column of Equity Award Compensation 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 (4) In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Crooker’s total compensation for 2022 to determine the compensation actually paid (using the methodology described in footnote 2 above). Year Summary Compensation “Stock Awards” Column of Equity Award Compensation 2022 $ 3,188,372 $ (1,737,484 ) $ (799,045 ) $ 651,843 (5) In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the named executive officers as a group for each year to determine the compensation actually paid (using the methodology described in footnote 2 above): Year Average Summary Average “Stock Awards” Average Equity Average 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 (6) Net income amounts presented in thousands. | ||
Company Selected Measure Name | Core FFO per Share | ||
Named Executive Officers, Footnote [Text Block] | (1) Our chief executive officer and other named executive officers for the applicable years were as follows: • 2022: Mr. Butcher served as our chief executive officer through June 30, 2022, Mr. Crooker has served as our chief executive officer since July 1, 2022 and Messrs. Pinard, Sullivan and Mecke served as the other named executive officers. • 2021: Mr. Butcher served as our chief executive officer and Messrs. Crooker, Sullivan and Mecke and David G. King, our former executive vice president and director of real estate operations, served as the other named executive officers. • 2020: Mr. Butcher served as our chief executive officer and Messrs. Crooker, Sullivan, Mecke and King served as the other named executive officers. | ||
Adjustment To PEO Compensation, Footnote [Text Block] | (2) Represents the amount of “compensation actually paid” to our chief executive officers and the named executive officers, as computed in accordance with Item 402(v) of Regulation S-K. To calculate the compensation “actually paid,” we (i) deducted the amounts presented in the Stock Awards column of the Summary Compensation Table for the applicable year and (ii) added equity awards amounts calculated in accordance with Item 402(v)(2)(iii)(C) of Regulation S-K promulgated by the SEC that reflect the aggregate of the following components, as applicable: (a) the fair value as of the end of the applicable year of unvested equity awards granted in that year; (b) the change in fair value during the applicable year of equity awards granted in prior years that remained outstanding and unvested at the end of the year and (c) the change in fair value during the applicable year through the vesting date of equity awards granted in prior years that vested during the year, less the fair value at the end of the prior year of awards granted prior to the applicable year that failed to meet applicable vesting conditions during the year. Equity values are calculated in accordance with ASC Topic 718, and the valuation methods used to calculate fair values did not materially differ from those disclosed at the time of the grant. (3) In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Butcher’s total compensation for each year to determine the compensation actually paid (using the methodology described in footnote 2 above). Year Summary Compensation “Stock Awards” Column of Equity Award Compensation 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 (4) In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Crooker’s total compensation for 2022 to determine the compensation actually paid (using the methodology described in footnote 2 above). Year Summary Compensation “Stock Awards” Column of Equity Award Compensation 2022 $ 3,188,372 $ (1,737,484 ) $ (799,045 ) $ 651,843 | ||
Non-PEO NEO Average Total Compensation Amount | $ 1,867,742 | $ 2,170,340 | $ 1,760,221 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ (465,690) | 5,496,820 | 2,107,975 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (5) In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the named executive officers as a group for each year to determine the compensation actually paid (using the methodology described in footnote 2 above): Year Average Summary Average “Stock Awards” Average Equity Average 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 | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Compensation Actually Paid and Company TSR As demonstrated by the following graph, the amount of compensation actually paid to our chief executive officer and the average amount of compensation actually paid to the other named executive officers is generally aligned with our cumulative TSR for the three-year period presented in the table above. While we use numerous financial and non-financial performance measures for purposes of our executive compensation program, a significant portion of the compensation actually paid to the named executive officers is comprised of performance unit awards based on TSR performance. For more information regarding the performance criteria for performance unit awards, see “Executive Officer Compensation Discussion and Analysis—Equity Incentive Compensation Program—Performance Units.” | ||
Compensation Actually Paid vs. Net Income [Text Block] | Compensation Actually Paid and Net Income The following graph compares the amount of compensation actually paid to our chief executive officer and the average amount of compensation actually paid to the other named executive officers to our net income for the three-year period presented in the table above. Net income included approximately $57.5 million, $98.0 million and $135.7 million, respectively, of gain from sales of properties in 2022, 2021 and 2020. Excluding gain from sales of properties, our net income increased by approximately 26.7% from 2021 to 2022 and 38.4% from 2020 to 2021. While we do not use net income as a performance measure in our executive compensation program, net income is correlated with certain financial performance measures used to determinate annual cash incentive bonuses, including Core FFO per Share, Run Rate Adjusted EBITDAre and Same Store Cash NOI Growth. For more information regarding the performance criteria for annual cash incentive bonuses, see “Executive Officer Compensation Discussion and Analysis—Annual Cash Incentive Bonus Program.” | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Compensation Actually Paid and Core FFO per Share As demonstrated by the following graph, the amount of compensation actually paid to our chief executive officer and the average amount of compensation actually paid to the other named executive officers is generally aligned with our Core FFO per Share performance for the three-year period presented in the table above. While we use numerous financial and non-financial performance measures for the purpose of evaluating performance for our executive compensation program, we determined that Core FFO per Share is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by us to link compensation actually paid to the named executive officers for 2022 to our performance. For more information regarding the performance criteria for annual cash incentive bonuses, see “Executive Officer Compensation Discussion and Analysis—Annual Cash Incentive Bonus Program.” | ||
Total Shareholder Return Vs Peer Group [Text Block] | Company TSR and MSCI US REIT Index TSR As demonstrated by the following graph, our cumulative TSR for the three-year period presented in the table above was +16.5%, while the cumulative TSR of the MSCI US REIT Index was -0.2% | ||
Tabular List [Table Text Block] | Financial Performance Measures As described in greater detail in “Executive Officer Compensation Discussion and Analysis,” our executive compensation program reflects a variable pay-for-performance philosophy. The metrics that we use for both our long-term and short-term incentive awards are selected based on our objective to incentivize the named executive officers to increase the value of our enterprise for our stockholders. The most important financial performance measures that we used to link compensation actually paid to the named executive officers for 2022 to company performance are as follows: 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 See Appendix A attached hereto for definitions of Core FFO, Net Debt, Run Rate Adjusted EBITDAre and Same Store Cash NOI. | ||
Total Shareholder Return Amount | $ 116.52 | 165.73 | 104.19 |
Peer Group Total Shareholder Return Amount | 99.82 | 132.23 | 92.43 |
Net Income (Loss) | $ 182,234 | $ 196,432 | $ 206,795 |
Company Selected Measure Amount | 2.21 | 2.06 | 1.89 |
PEO Name | Mr. Crooker | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Relative TSR (our TSR as compared to the size-based peer group, the industry peer group and the MSCI US REIT Index) | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Core FFO per Share | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Net Debt to Run Rate Adjusted EBITDAre | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Same Store Cash NOI Growth | ||
Mr. Butcher [Member] | |||
Pay vs Performance Disclosure [Table] | |||
PEO Total Compensation Amount | $ 3,876,231 | $ 4,449,298 | $ 4,188,250 |
PEO Actually Paid Compensation Amount | (1,626,373) | 15,236,732 | 5,077,126 |
Mr. Butcher [Member] | Stock Awards Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (2,600,001) | (2,600,008) | (2,600,008) |
Mr. Butcher [Member] | Equity Award Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (2,902,603) | 13,387,442 | 3,488,884 |
Mr. Crooker [Member] | |||
Pay vs Performance Disclosure [Table] | |||
PEO Total Compensation Amount | 3,188,372 | ||
PEO Actually Paid Compensation Amount | 651,843 | ||
Mr. Crooker [Member] | Stock Awards Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,737,484) | ||
Mr. Crooker [Member] | Equity Award Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (799,045) | ||
Equity Award Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
PEO Actually Paid Compensation Amount | 651,843 | ||
Non-PEO NEO [Member] | Stock Awards Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (958,333) | (950,000) | (950,005) |
Non-PEO NEO [Member] | Equity Award Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (1,375,099) | $ 4,276,480 | $ 1,297,759 |