STAG INDUSTRIAL REIT INC (STAG)
Sector: Real Estate
2026 Annual Meeting Analysis
STAG INDUSTRIAL REIT INC · Meeting: April 27, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Long-tenured founder and former CEO with deep company-specific expertise; STAG's 3-year TSR of +26.5% outperforms both the compensation peer group median (+19.9pp gap vs. threshold of 65pp) and the ^FNER — FTSE NAREIT All Equity REITs Index (+16.0pp gap vs. 65pp threshold), so no TSR trigger fires; no overboarding, attendance, or independence concerns noted.
Independent director since 2020 with strong data analytics and technology credentials relevant to STAG's operations; serves as Audit Committee Chair and qualifies as an audit committee financial expert; TSR trigger does not apply given STAG's strong outperformance versus both the peer group and the ^FNER — FTSE NAREIT All Equity REITs Index; no overboarding or attendance concerns.
Independent director since 2014 with extensive operational, logistics, and public-company board experience relevant to STAG's industrial tenant base; STAG's 3-year TSR handily outperforms both the peer group median and the ^FNER — FTSE NAREIT All Equity REITs Index, so no TSR trigger fires; no overboarding or attendance issues identified.
President and CEO serving as a director since 2022; subject to the same TSR trigger as all other directors, but STAG's 3-year TSR of +26.5% outperforms the peer group by +6.6pp (well below the 65pp threshold for strong-positive TSR) and outperforms the ^FNER — FTSE NAREIT All Equity REITs Index by +16.0pp (well below the 65pp threshold); no overboarding or attendance concerns.
Independent director since 2018 with substantial supply chain and logistics experience highly relevant to STAG's industrial REIT strategy; chairs the Nominating and Corporate Governance Committee; no TSR trigger fires given STAG's outperformance; no overboarding or attendance concerns.
Independent director since 2011 with approximately 40 years of real estate investment experience including leadership at AEW; chairs the Compensation Committee; STAG's 3-year TSR outperformance versus both the peer group and the ^FNER — FTSE NAREIT All Equity REITs Index means no TSR trigger fires; no overboarding or attendance concerns.
Independent Chairman of the Board since 2011 with extensive CEO, CFO, and real estate financial experience; STAG's 3-year TSR of +26.5% outperforms both the peer group median and the ^FNER — FTSE NAREIT All Equity REITs Index by well under the 65pp threshold applicable at this positive TSR level; no overboarding or attendance concerns.
Independent director since 2011 with deep real estate finance and investment experience; serves on the Audit Committee and qualifies as an audit committee financial expert; STAG's strong relative TSR means no trigger fires versus either the peer group or the ^FNER — FTSE NAREIT All Equity REITs Index; no overboarding or attendance concerns.
Independent director since 2012 who is a sitting CEO of CubeSmart (NYSE: CUBE); under the policy a sitting CEO may hold up to 1 outside public board seat, and this is his only disclosed outside public board seat, so the overboarding trigger does not fire; STAG's TSR outperformance means the TSR trigger does not apply; no attendance concerns.
Independent director since 2011 with extensive REIT financial and CFO experience; serves on the Audit Committee and qualifies as an audit committee financial expert; STAG's 3-year TSR outperforms the peer group and the ^FNER — FTSE NAREIT All Equity REITs Index by well under the 65pp threshold; no overboarding or attendance concerns.
Independent director since 2024 — fewer than 24 months of tenure — and is therefore fully exempt from the TSR trigger under the policy's new-director exemption; brings real estate development and urban planning expertise relevant to STAG's portfolio; no overboarding or attendance concerns.
All 11 director nominees receive a FOR vote. STAG's 3-year price return of +26.5% outperforms both its disclosed compensation peer group median (+19.9% median, gap of +6.6pp versus a 65pp trigger threshold) and the ^FNER — FTSE NAREIT All Equity REITs Index (+10.5%, gap of +16.0pp versus the same 65pp threshold), so the TSR underperformance trigger does not fire for any director. No director is overboarded, no attendance failures were disclosed, no independence concerns are present, and the board maintains a clear and relevant skills matrix.
Say on Pay
✓ FORCEO
William R. Crooker
Total Comp
$5,881,152
Prior Support
96.2%%
The CEO's total compensation of $5,881,152 consists of an $800,000 base salary (approximately 14% of total pay) with roughly 86% in variable or performance-linked awards — well above the 50-60% variable pay threshold required by policy, and base salary is well below the 40% fixed-pay ceiling. The pay-for-performance check passes: STAG's 3-year TSR of +26.5% outperforms the compensation peer group median of +19.9%, so above-benchmark incentive pay is justified by shareholder returns. The company maintains a formal clawback policy adopted in 2023, and the prior year's say-on-pay vote received 96.2% support, indicating strong shareholder endorsement of the compensation structure.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers LLP is a Big 4 firm appropriate for a $7.1B market-cap public REIT; the proxy filing text provided does not include the auditor fee table, so the non-audit fee ratio cannot be calculated — per policy, the tenure trigger requires confirmed data to fire and absent that data the default FOR vote applies; no disclosed restatements or audit failures were identified in the filing.
Overall Assessment
STAG Industrial's 2026 annual meeting presents a clean ballot with three standard proposals — director elections, auditor ratification, and an advisory vote on executive compensation — and no stockholder proposals. All proposals receive a FOR vote: the full 11-director slate is supported given STAG's strong 3-year TSR outperformance versus both its peer group and the ^FNER — FTSE NAREIT All Equity REITs Index, executive compensation is well-structured with high variable pay and strong pay-for-performance alignment, and PricewaterhouseCoopers is an appropriate Big 4 auditor for a company of STAG's size.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing