Form 4: STAG Industrial CEO Receives Significant Equity Grant

STAG Industrial's CEO, William R. Crooker, was granted 96,870 Long-Term Incentive Plan Units, aligning executive interests with shareholder value.

Summary

• William R. Crooker, CEO and President of STAG Industrial, Inc., received a total of 96,870 Long-Term Incentive Plan (LTIP) Units on January 8, 2026.
• This total includes a grant of 37,584 LTIP Units that will vest quarterly over a four-year period under the company's 2011 Equity Incentive Plan.
• It also includes 59,286 fully vested LTIP Units, earned based on a performance unit award initiated in January 2023.
• Crooker earned 154.5% of the target number of performance units over a three-year period for the performance-based grant, as determined by the Compensation Committee of the Board.
• Following these transactions, Crooker beneficially owns a total of 479,666 LTIP Units.

Sentiment

Score: 7

Explanation: The grant of equity to the CEO, particularly the performance-based component indicating strong achievement against targets, is a positive signal for management alignment and past performance. It's a routine disclosure but reflects positively on executive incentives.

Positives

• The granting of LTIP Units aligns the interests of CEO William R. Crooker with those of shareholders, incentivizing long-term performance.
• The performance-based grant of 59,286 fully vested LTIP Units indicates strong achievement, with Crooker earning 154.5% of the target number over a three-year period.
• The grants are made under an existing Equity Incentive Plan, demonstrating a structured and transparent approach to executive compensation.

Future Outlook

The vesting schedule for 37,584 LTIP Units over a four-year period indicates a long-term incentive structure designed to motivate sustained performance and executive retention.

Industry Context

Equity grants like these are a common practice in the REIT sector and broader corporate landscape to attract, retain, and incentivize top executive talent, linking their financial success to the company's long-term performance and shareholder returns.

Comparison to Industry Standards

• The use of Long-Term Incentive Plan (LTIP) Units, which can convert to common stock, is a standard compensation mechanism in the REIT industry, similar to practices at peers like Prologis (PLD) or Duke Realty (DRE, prior to acquisition).
• The performance-based component, where the CEO earned 154.5% of the target, suggests strong performance against pre-defined metrics, which is a positive indicator for executive effectiveness compared to average industry performance targets.

Corporate Governance

Stakeholder Impact

• Shareholders: Interests are aligned with the CEO through equity ownership, potentially leading to better long-term performance and value creation.
• Employees: May view the CEO's performance-based compensation as a reflection of overall company success and a positive indicator for the company's direction.

Next Steps

• Vesting of 37,584 LTIP Units on a quarterly basis over a four-year period.
• Potential conversion of non-forfeitable LTIP Units into OP Units and subsequent redemption for cash or shares of common stock.

Key Dates

Keywords

STAG Industrial, STAG, SEC Form 4, Insider Transaction, Equity Grant, LTIP Units, Executive Compensation, William R. Crooker, Performance Award, Real Estate Investment Trust