STAG Industrial, Inc.

For the period ended Apr 28, 2025. Filed Mar 19, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 28, 2025 · Filed Mar 19, 2025

STAG$36.60-0.8%Stored close · as of Nov 6, 2026

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Contents

PROXY SUMMARY

	2025 ANNUAL MEETING OF STOCKHOLDERS

	PROXY SUMMARY

2024 Business and Financial Performance Highlights

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.

CAPITAL DEPLOYED SINCE IPO IN 2011 $8.4B	TOTAL PURCHASE PRICE OF ACQUISITIONS IN 2024 $710.3M	TOTAL SALES PRICE OF 10 BUILDINGS SOLD IN 2024 $130.2M
BORROWING CAPACITY OF UNSECURED CREDIT FACILITY $1B	LIQUIDITY* (AS OF YEAR END 2024) $623.1M	2024 REVENUE (INCREASE OF 8.4% FROM 2023) $767.4M
OCCUPANCY RATE ON TOTAL PORTFOLIO (AS OF YEAR END 2024) 96.5%	OCCUPANCY RATE ON OPERATING PORTFOLIO (AS OF YEAR END 2024) 97.3%	CUMULATIVE TSR**, 2020-2024 (OUTPERFORMANCE VS. MSCI US REIT INDEX) 32.3%
2024 NET INCOME (DECREASE OF 2.0% FROM 2023) $193.3M	2024 FFO*** (INCREASE OF 8.9% FROM 2023) $458.7M	2024 NOI*** (INCREASE OF 7.8% FROM 2023) $612.6M

Liquidity is defined as aggregate undrawn nominal commitments that we could immediately borrow under our unsecured debt instruments in compliance with their financial covenants, plus unrestricted cash.

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

Below are certain features of our executive compensation program, which reflect our commitment to a pay-for-performance compensation structure:


	We pay for performance			• Approximately 86% of our Chief Executive Officer’s 2024 compensation was “at risk” compensation and strongly aligned with the interests of stockholders. • Annual base salaries are intended to be less than 25% of total compensation. • We do not guarantee annual base salary increases, but consider increases when merited.
	Our 2024 annual cash incentive bonuses encouraged executives to achieve short-term performance goals			• Bonuses are based on Company performance goals (80%) and individual performance goals (20%). • Our 2024 Company performance goal components were Core FFO per Share (50%), Acquisition Volume (10%), Net Debt to Run Rate Adjusted EBITDAre (10%) and Same Store Cash NOI Growth (10%). • We do not guarantee bonuses of a minimum amount (bonuses can be zero) and do not provide uncapped bonuses.
	Our 2024 equity awards encourage executives to achieve long-term performance 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 TSR over a three-year period compared to both relative returns (TSR vs. two benchmarks) and an absolute return (we must achieve a cumulative 25% TSR for payouts above target on 50% of the performance units). • Performance units will have zero value (no payout) for performance below the 30th percentile. • We target outperformance; target payouts under the performance units are achieved at the 55th percentile.
	Stockholders have expressed support for our executive compensation practices			• At the 2024 annual meeting of stockholders, approximately 97.4% of the votes cast in the say-on-pay vote were in favor.

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 Board of Directors (the “Board”)
			Majority voting standard for the election of directors (with a director resignation policy)
			Regular executive sessions of independent directors
			Independent Board; nine of our 11 directors are “independent” under New York Stock Exchange (“NYSE”) rules
			Designation of an independent Chairman of the Board
			All members of the Audit, Compensation and Nominating and Corporate Governance Committees are “independent” under NYSE rules
			All five members of the Audit Committee qualify as “audit committee financial experts” as defined by the SEC
			Diverse Board; three of our directors are women, one of whom is Asian and one of whom is Black/African American, and another one of our directors is Black/African American
			Annual Board, committee and director self-evaluations, assisted by outside counsel
			Regular Board review of management succession plans
			Stockholder ability to amend our Bylaws
			No stockholder rights plan (i.e., “poison pill”) without stockholder approval or ratification
			Opted out of Maryland control share acquisition and business combination statutes and may not opt back in without stockholder approval
			Robust Stock Ownership Guidelines for executive officers and directors
			Anti-hedging and anti-pledging policies
			Recovery policy for incentive-based executive compensation (“Clawback Policy”)
			Code of Business Conduct and Ethics for employees and directors

Corporate Responsibility Highlights

We have a robust corporate responsibility program that incorporates initiatives into our overall business, investment and asset management strategies to increase both the sustainability and the value of our portfolio. Since December 2021, we have published an annual Sustainability Report (our “Sustainability Report”), which includes information regarding our sustainability policies and programs, historic results and performance targets, including our long-term greenhouse gas (GHG) reduction goal as approved by the Science-Based Targets Initiative (SBTi). While our tenants maintain operational control of the properties under triple-net leases, we seek to (i) identify, assess and manage environmental risks and opportunities at our properties, (ii) collaborate with our tenants on sustainable strategies to optimize property performance, and (iii) partner with our tenants to improve the efficiency of our properties through the implementation of environmentally focused practices and solutions.

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2024 Environmental Sustainability Highlights

During 2024, we enhanced our environmental programs and achieved the following milestones and accomplishments:

	GRESB “A” Score				Since 2022, we have achieved a public disclosure assessment score of “A” from the Global Real Estate Sustainability Benchmark (“GRESB”), which is an entity that provides a ranking system to evaluate and compare sustainability efforts in the real estate industry. Our “A” score compares favorably to the average score of “B” for all companies, globally, rated by GRESB and to the average score of “B” for the 10 industrial real estate companies in our GRESB comparison group. As of December 2024, we were ranked third out of the 10 industrial real estate companies rated by GRESB in its public disclosure assessment.

	Solar Panel Installations				We pursue solar energy opportunities in our portfolio nationwide and have executed contracts for solar development or leasing in multiple states. In addition to the solar projects with 30.3 megawatts capacity in aggregate previously completed, our properties hosted or were undergoing construction for solar projects with an additional aggregate capacity of over 10 megawatts to be installed by December 31, 2025 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 and 2023, we were recognized by the Institute for Market Transformation as a Green Lease Leader at the “Gold” level. 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, 2024, approximately 48% of our buildings benefited from reflective roofing.

	Lighting Conversions				As of December 31, 2024, we had fluorescent or LED lighting systems in more than 90% of our portfolio. Since 2016, we have replaced less efficient lights with LED systems in approximately 31 million square feet of our portfolio.

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2024 Corporate Donations and Volunteering

During 2024, we continued to support several local and national charities with a focus on child welfare and youth empowerment:

	Charitable Action Committee				Our Charitable Action Committee (the “CAC”) promotes quality interaction with our local community in Boston. The CAC is funded by our Company and managed by volunteer employees with differing seniorities and responsibilities. We support several local and national charities, through a combination of financial support (both direct and employee matching) and volunteer activities (i.e., food and clothing distribution, habitat improvement, etc.).

	Charitable Action Fund				As an expression of our commitment to good corporate citizenship, in 2020 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 opportunity for and inspiring children and young adults—particularly those at risk—to realize their potential and benefit future generations.

For more information, see “Board of Directors and Its Committees” and “Corporate Responsibility” below. Additional information regarding our corporate responsibility program is included in our Sustainability Report, which is available under the “Corporate Responsibility” section of our website atwww.stagindustrial.com. The information located on, or accessible from, our website is not, and should not be deemed to be, part of this proxy statement or incorporated into any other filing that we submit to the SEC.

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Matters to be Voted On at the 2025 Annual Meeting


1	Election of Directors	FOR

2	Ratification of Appointment of Independent Registered Public Accounting Firm	FOR

3	Advisory (Non-Binding) Vote on Executive Compensation	FOR

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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.