Form 4: STAG Industrial CFO Awarded Performance-Based Equity

STAG Industrial's EVP, CFO, and Treasurer, Matts Pinard, received significant grants of Long-Term Incentive Plan Units, including a fully vested award based on strong performance.

Summary

• Matts Pinard, EVP, CFO, and Treasurer of STAG Industrial, Inc., was granted 12,282 Long-Term Incentive Plan (LTIP) Units on January 8, 2026. These units are scheduled to vest quarterly over a four-year period.
• Additionally, Pinard received 26,467 fully vested LTIP Units on January 8, 2026. These units were earned from a performance unit award initiated in January 2023, where Pinard achieved 154.5% of the target number of performance units over a three-year period, excluding dividend-in-lieu LTIP Units.
• Following these transactions, Matts Pinard's total beneficial ownership of LTIP Units increased to 119,101.
• LTIP Units can achieve full parity with common units of the Operating Partnership and may be converted into common stock or redeemed for cash on a one-for-one basis, at the Issuer's election.

Sentiment

Score: 8

Explanation: The filing indicates strong executive performance and alignment with long-term company goals through significant equity awards, with a substantial portion immediately vested due to exceeding performance targets.

Positives

• The EVP, CFO, and Treasurer, Matts Pinard, earned 154.5% of the target number of performance units from a January 2023 award, indicating strong performance against set goals over the three-year period.
• A significant portion of the awarded LTIP Units (26,467 units) are fully vested upon issuance, providing immediate equity ownership and reflecting successful achievement of performance targets.
• The grants align management's interests with shareholders through long-term equity incentives, with Matts Pinard's total beneficial ownership of LTIP Units now standing at 119,101.

Future Outlook

The vesting schedule for 12,282 LTIP Units extends quarterly over a four-year period, indicating a long-term retention and incentive structure for the EVP, CFO, and Treasurer. Non-forfeitable LTIP Units can be converted into common stock or redeemed for cash at the Issuer's discretion.

Industry Context

The use of Long-Term Incentive Plan (LTIP) Units is a common practice in the REIT (Real Estate Investment Trust) sector and broader corporate landscape to align executive compensation with long-term company performance and shareholder value creation. The achievement of 154.5% of target performance units suggests strong operational or financial results for STAG Industrial over the past three years, potentially indicating outperformance against internal targets.

Comparison to Industry Standards

• The grant of LTIP units as a form of executive compensation is a standard practice across the REIT industry, similar to how industrial REITs like Prologis (PLD) structure their long-term incentives.
• Earning 154.5% of a target performance award indicates strong performance relative to the company's internal goals, which could suggest outperformance compared to average industry executive incentive achievements, though specific peer performance metrics are not detailed in this filing.

Related Party Transactions

• Grant of Long-Term Incentive Plan (LTIP) Units to Matts Pinard, EVP, CFO, and Treasurer, as part of executive compensation under the Issuer's 2011 Equity Incentive Plan.

Stakeholder Impact

• Shareholders: The grants align executive incentives with long-term shareholder value creation, potentially leading to improved company performance and retention of key management.
• Employees: Reflects the company's commitment to performance-based compensation for key executives, which can set a precedent for other incentive programs.

Next Steps

• The 12,282 LTIP Units will vest on a quarterly basis over a four-year period following the January 8, 2026 grant date.
• Non-forfeitable LTIP Units may be converted into OP Units and subsequently redeemed for cash or shares of common stock at the Issuer's election.

Key Dates

Recommendation

The filing details routine executive compensation, albeit with a strong performance achievement that reflects past success. While positive for management alignment and indicating good past performance, it does not present new fundamental information that would warrant a change in an existing investment thesis. Investors should hold and continue to monitor future operational performance.

Keywords

STAG Industrial, STAG, Form 4, Insider Transaction, LTIP Units, Equity Incentive Plan, Executive Compensation, Matts Pinard, CFO, Performance Award