Not independent
Tenure on this board
16.4 yrs
Also a director at
Elme Communities (ELME)
10 nominees · 3 ballot items.
Election of 11 directors; Ratification of PricewaterhouseCoopers LLP as independent auditor; Advisory (non-binding) approval of named executive officer compensation (say-on-pay).
Election of 11 directors to hold office until the 2027 annual meeting and until their successors are duly elected and qualified.
Ratification of the appointment of PricewaterhouseCoopers LLP as STAG’s independent registered public accounting firm for the year ending December 31, 2026.
The proposal asks stockholders to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2026. Management is seeking shareholder ratification as a matter of good corporate practice, though the Audit Committee has the authority to engage and retain the auditor. The Audit Committee selected PwC based on its longstanding relationship and qualifications; PwC has been the firm since 2010. The proxy discloses audit and other fees for 2025 and 2024 and notes pre-approval and independence procedures. The Board recommends voting for ratification because the Audit Committee believes PwC is well qualified, and ratification provides shareholders a say on the engagement; the ratification vote is routine and requires a majority of votes cast.
A non-binding approval ('say-on-pay') of the compensation paid to the named executive officers as disclosed in the proxy statement.
This management proposal requests non-binding shareholder approval of the company’s executive compensation disclosed in the proxy. Management seeks endorsement to validate its pay-for-performance program, which emphasizes a high proportion of at-risk pay tied to Core FFO, acquisition and balance-sheet metrics for annual bonuses and multi-year TSR-based performance units for long-term equity. The Compensation Committee uses consultant data and a peer group to set targets and has strong governance safeguards (clawback policy, majority voting, independent committees). The Board cites 96.2% support in 2025 and recommends a vote FOR. The advisory vote will inform future compensation decisions but is non-binding.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.8% | 16,837,701 | $607M |
| 2 | BlackRock, Inc. | 6.2% | 11,859,233 | $428M |
| 3 | STATE STREET CORP | 4.8% | 9,168,502 | $334M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 8,573,210 | $309M |
| 5 | BlackRock, Inc. | 4.1% | 7,887,339 | $284M |
| 6 | FMR LLC | 3.7% | 7,119,430 | $257M |
| 7 | FMR LLC | 3.6% | 6,874,054 | $248M |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.9% | 3,619,100 | $131M |
| 9 | ALLIANCEBERNSTEIN L.P. | 1.9% | 3,597,689 | $132M |
| 10 | EARNEST PARTNERS LLC | 1.8% | 3,408,673 | $123M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.