STAG INDUSTRIAL, INC., DEF 14A filed on 3/18/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name STAG Industrial, Inc.
Entity Central Index Key 0001479094
v3.26.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2025
USD ($)
$ / shares
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
PAY-VERSUS-PERFORMANCE
Pay-Versus-Performance Table
The following table presents certain information regarding compensation paid to our Chief Executive Officers and other named executive officers, and certain measures of financial performance, for the five years ended December 31, 2025. The amounts shown below are calculated in accordance with Item 402(v) of Regulation S-K promulgated by the SEC.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Value of Initial Fixed
$100 Investment
Based on:
​ ​ ​ ​ ​ ​ ​ ​
Company
Selected
Measure
​
​
Year(1)
​ ​
Summary
Compensation
Table
Total for
CEO
(Crooker)
​ ​
Summary
Compensation
Table
Total
for CEO
(Butcher)
​ ​
Compensation
Actually
Paid to
CEO
(Crooker)(2)
​ ​
Compensation
Actually
Paid to
CEO
(Butcher)(2)
​ ​
Average
Summary
Compensation
Table
Total
for Non-CEO
NEOs
​ ​
Average
Compensation
Actually
Paid for
Non-CEO
NEOs(2)
​ ​
Company
TSR(3)
​ ​
MSCI US
REIT Index
TSR(4)
​ ​
Net
Income(5)
​ ​
Core FFO
per Share(6)
​
​
2025
​ ​ ​ $    5,881,152 ​ ​ ​ ​ $    — ​ ​ ​ ​ $    8,175,342 ​ ​ ​ ​ $    — ​ ​ ​ ​ $    2,272,090 ​ ​ ​ ​ $    3,087,803 ​ ​ ​ ​ $    143.90 ​ ​ ​ ​ $    137.53 ​ ​ ​ ​ $    279,270 ​ ​ ​ ​ $    2.55 ​ ​
​
2024
​ ​ ​ $    5,580,423 ​ ​ ​ ​ $    — ​ ​ ​ ​ $    4,109,475 ​ ​ ​ ​ $    — ​ ​ ​ ​ $    2,058,255 ​ ​ ​ ​ $    1,491,476 ​ ​ ​ ​ $    127.02 ​ ​ ​ ​ $    133.59 ​ ​ ​ ​ $    193,266 ​ ​ ​ ​ $    2.40 ​ ​
​
2023
​ ​ ​ $ 3,988,868 ​ ​ ​ ​ $    — ​ ​ ​ ​ $ 6,100,902 ​ ​ ​ ​ $    — ​ ​ ​ ​ $ 1,959,582 ​ ​ ​ ​ $ 3,424,011 ​ ​ ​ ​ $    141.70 ​ ​ ​ ​ $    122.84 ​ ​ ​ ​ $ 197,201 ​ ​ ​ ​ $ 2.29 ​ ​
​
2022
​ ​ ​ $ 3,188,372 ​ ​ ​ ​ $    3,876,231 ​ ​ ​ ​ $ 651,843 ​ ​ ​ ​ $    (1,626,373) ​ ​ ​ ​ $ 1,867,742 ​ ​ ​ ​ $ (465,690) ​ ​ ​ ​ $    111.84 ​ ​ ​ ​ $    108.00 ​ ​ ​ ​ $ 182,234 ​ ​ ​ ​ $ 2.21 ​ ​
​
2021
​ ​ ​ $ — ​ ​ ​ ​ $ 4,449,298 ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 15,236,732 ​ ​ ​ ​ $ 2,170,340 ​ ​ ​ ​ $ 5,496,820 ​ ​ ​ ​ $    159.07 ​ ​ ​ ​ $    143.06 ​ ​ ​ ​ $ 196,432 ​ ​ ​ ​ $ 2.06 ​ ​
(1)
Our Chief Executive Officer and other named executive officers for the applicable years were as follows:
​
​
Year
​ ​
Chief Executive Officer
​ ​
Other Named Executive Officers
​
​
2025
​ ​
Mr. Crooker
​ ​
Messrs. Chase, Kimball, Pinard, and Sullivan
​
​
2024
​ ​
Mr. Crooker
​ ​
Messrs. Chase, Kimball, Pinard, and Sullivan
​
​
2023
​ ​
Mr. Crooker
​ ​
Messrs. Chase, Kimball, Pinard, and Sullivan
​
​
2022
​ ​
Mr. Butcher (through June 30, 2022) and Mr. Crooker (since July 1, 2022)
​ ​
Messrs. Crooker (through June 30, 2022), Pinard and Sullivan and Stephen C. Mecke, our former Executive Vice President and Chief Operating Officer
​
​
2021
​ ​
Mr. Butcher
​ ​
Messrs. Crooker, Sullivan, and Mecke, and David G. King, our former Executive Vice President and Director of Real Estate Operations
​
​
(2)
Compensation actually paid to our named executive officers represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:
​
Adjustments to Determine Compensation “Actually Paid” for Chief Executive Officer
​ ​
2025
​
​
Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table for 2025
​ ​ ​ $    (3,599,970) ​ ​
​
Increase based on ASC 718 Fair Value of Awards Granted during 2025 that Remain Unvested as of 2025 Year End, determined as of 2025 Year End
​ ​ ​ ​ 4,204,646 ​ ​
​
Increase based on ASC 718 Fair Value of Awards Granted during 2025 that Vested during 2025, determined as of Vesting Date
​ ​ ​ ​ 361,351 ​ ​
​
Increase/deduction for Awards Granted during Prior Years that were Outstanding and Unvested as of 2025 Year End, determined based on change in ASC 718 Fair Value from 2024 to 2025
​ ​ ​ ​ 581,374 ​ ​
​
Increase/deduction for Awards Granted during Prior Years that Vested During 2025, determined based on change in ASC 718 Fair Value from 2024 Year End to Vesting Date
​ ​ ​ ​ 655,902 ​ ​
​
Increase for Dividends Paid on Unvested Awards during 2025
​ ​ ​ ​ 90,887 ​ ​
​
Deduction of ASC 718 Fair Value of Awards Granted during Prior Year that were
Forfeited during 2025, determined as of 2024 Year End
​ ​ ​ ​ — ​ ​
​
Total Adjustments
​ ​ ​ $ 2,294,190 ​ ​
​ Adjustments to Determine Compensation “Actually Paid” for Non-CEOs Executive Officers
(Average) 		​ ​
2025
​
​
Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table for 2025
​ ​ ​ $    (1,133,440) ​ ​
​
Increase based on ASC 718 Fair Value of Awards Granted during 2025 that Remain Unvested as of 2025 Year End, determined as of 2025 Year End
​ ​ ​ ​ 1,323,820 ​ ​
​
Increase based on ASC 718 Fair Value of Awards Granted during 2024 that Vested during 2024, determined as of Vesting Date
​ ​ ​ ​ 113,770 ​ ​
​
Increase/deduction for Awards Granted during Prior Year that were Outstanding
and Unvested as of 2025 Year End, determined based on change in ASC
718 Fair Value from 2024 to 2025
​ ​ ​ ​ 180,915 ​ ​
​
Increase/deduction for Awards Granted during Prior Year that Vested During 2025, determined based on change in ASC 718 Fair Value from 2024 Year End to Vesting Date
​ ​ ​ ​ 299,345 ​ ​
​
Increase for Dividends Paid on Unvested Awards during 2025
​ ​ ​ ​ 31,303 ​ ​
​
Deduction of ASC 718 Fair Value of Awards Granted during Prior Year that were
Forfeited during 2025, determined as of 2024 Year End
​ ​ ​ ​ — ​ ​
​
Total Adjustments
​ ​ ​ $ 815,713 ​ ​
(3)
Company TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our stock price at the end and the beginning of the measurement period by our stock price at the beginning of the measurement period.
(4)
Represents the weighted peer group cumulative TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the MSCI U.S. REIT Index (RMS).
(5)
The dollar amounts reported represent our net income (loss), as reflected in our audited financial statement for the applicable year.
(6)
“Core FFO” is a non-GAAP measure and defined on Appendix A attached.
       
Company Selected Measure Name Core FFO per Share        
Named Executive Officers, Footnote
(1)
Our Chief Executive Officer and other named executive officers for the applicable years were as follows:
​
​
Year
​ ​
Chief Executive Officer
​ ​
Other Named Executive Officers
​
​
2025
​ ​
Mr. Crooker
​ ​
Messrs. Chase, Kimball, Pinard, and Sullivan
​
​
2024
​ ​
Mr. Crooker
​ ​
Messrs. Chase, Kimball, Pinard, and Sullivan
​
​
2023
​ ​
Mr. Crooker
​ ​
Messrs. Chase, Kimball, Pinard, and Sullivan
​
​
2022
​ ​
Mr. Butcher (through June 30, 2022) and Mr. Crooker (since July 1, 2022)
​ ​
Messrs. Crooker (through June 30, 2022), Pinard and Sullivan and Stephen C. Mecke, our former Executive Vice President and Chief Operating Officer
​
​
2021
​ ​
Mr. Butcher
​ ​
Messrs. Crooker, Sullivan, and Mecke, and David G. King, our former Executive Vice President and Director of Real Estate Operations
​
       
Peer Group Issuers, Footnote
(4)
Represents the weighted peer group cumulative TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the MSCI U.S. REIT Index (RMS).
       
Adjustment To PEO Compensation, Footnote
(2)
Compensation actually paid to our named executive officers represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:
​
Adjustments to Determine Compensation “Actually Paid” for Chief Executive Officer
​ ​
2025
​
​
Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table for 2025
​ ​ ​ $    (3,599,970) ​ ​
​
Increase based on ASC 718 Fair Value of Awards Granted during 2025 that Remain Unvested as of 2025 Year End, determined as of 2025 Year End
​ ​ ​ ​ 4,204,646 ​ ​
​
Increase based on ASC 718 Fair Value of Awards Granted during 2025 that Vested during 2025, determined as of Vesting Date
​ ​ ​ ​ 361,351 ​ ​
​
Increase/deduction for Awards Granted during Prior Years that were Outstanding and Unvested as of 2025 Year End, determined based on change in ASC 718 Fair Value from 2024 to 2025
​ ​ ​ ​ 581,374 ​ ​
​
Increase/deduction for Awards Granted during Prior Years that Vested During 2025, determined based on change in ASC 718 Fair Value from 2024 Year End to Vesting Date
​ ​ ​ ​ 655,902 ​ ​
​
Increase for Dividends Paid on Unvested Awards during 2025
​ ​ ​ ​ 90,887 ​ ​
​
Deduction of ASC 718 Fair Value of Awards Granted during Prior Year that were
Forfeited during 2025, determined as of 2024 Year End
​ ​ ​ ​ — ​ ​
​
Total Adjustments
​ ​ ​ $ 2,294,190 ​ ​
       
Non-PEO NEO Average Total Compensation Amount $ 2,272,090 $ 2,058,255 $ 1,959,582 $ 1,867,742 $ 2,170,340
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,087,803 1,491,476 3,424,011 (465,690) 5,496,820
Adjustment to Non-PEO NEO Compensation Footnote
(2)
Compensation actually paid to our named executive officers represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:
​ Adjustments to Determine Compensation “Actually Paid” for Non-CEOs Executive Officers
(Average) 		​ ​
2025
​
​
Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table for 2025
​ ​ ​ $    (1,133,440) ​ ​
​
Increase based on ASC 718 Fair Value of Awards Granted during 2025 that Remain Unvested as of 2025 Year End, determined as of 2025 Year End
​ ​ ​ ​ 1,323,820 ​ ​
​
Increase based on ASC 718 Fair Value of Awards Granted during 2024 that Vested during 2024, determined as of Vesting Date
​ ​ ​ ​ 113,770 ​ ​
​
Increase/deduction for Awards Granted during Prior Year that were Outstanding
and Unvested as of 2025 Year End, determined based on change in ASC
718 Fair Value from 2024 to 2025
​ ​ ​ ​ 180,915 ​ ​
​
Increase/deduction for Awards Granted during Prior Year that Vested During 2025, determined based on change in ASC 718 Fair Value from 2024 Year End to Vesting Date
​ ​ ​ ​ 299,345 ​ ​
​
Increase for Dividends Paid on Unvested Awards during 2025
​ ​ ​ ​ 31,303 ​ ​
​
Deduction of ASC 718 Fair Value of Awards Granted during Prior Year that were
Forfeited during 2025, determined as of 2024 Year End
​ ​ ​ ​ — ​ ​
​
Total Adjustments
​ ​ ​ $ 815,713 ​ ​
       
Compensation Actually Paid vs. Total Shareholder Return
[MISSING IMAGE: bc_capvcompanytsr-pn.jpg]
       
Compensation Actually Paid vs. Net Income
[MISSING IMAGE: bc_capvnetincome-pn.jpg]
       
Compensation Actually Paid vs. Company Selected Measure
[MISSING IMAGE: bc_capvcoreffopershare-pn.jpg]
       
Total Shareholder Return Vs Peer Group [MISSING IMAGE: lc_cotsrvpeergrouptsr-pn.jpg]        
Tabular List, Table
Financial Performance Measures
As described in greater detail in “Compensation Discussion and Analysis,” our executive compensation program reflects a variable pay-for-performance philosophy. The metrics that we use for both our long-term and short-term incentive awards are selected based on our objective to incentivize our named executive officers to increase the value of our enterprise for our stockholders. The most important financial performance measures that we used to link compensation actually paid to our named executive officers for 2025 Company performance are as follows:
​
Most Important Performance Measures
​ ​
•
Relative TSR (our TSR as compared to the industry peer group and the MSCI US REIT Index)
​
•
Core FFO per Share
​
•
Net Debt to Run Rate Adjusted EBITDAre
​
•
Same Store Cash NOI Growth
​
 ​
See Appendix A attached hereto for definitions of Core FFO, Net Debt, Run Rate Adjusted EBITDAre, and Same Store Cash NOI.
       
Total Shareholder Return Amount $ 143.9 127.02 141.7 111.84 159.07
Peer Group Total Shareholder Return Amount 137.53 133.59 122.84 108 143.06
Net Income (Loss) $ 279,270 $ 193,266 $ 197,201 $ 182,234 $ 196,432
Company Selected Measure Amount | $ / shares 2.55 2.4 2.29 2.21 2.06
PEO Name Mr. Crooker        
Measure:: 1          
Pay vs Performance Disclosure          
Name Relative TSR (our TSR as compared to the industry peer group and the MSCI US REIT Index)        
Measure:: 2          
Pay vs Performance Disclosure          
Name Core FFO per Share        
Non-GAAP Measure Description
(6)
“Core FFO” is a non-GAAP measure and defined on Appendix A attached.
       
Measure:: 3          
Pay vs Performance Disclosure          
Name Net Debt to Run Rate Adjusted EBITDAre        
Measure:: 4          
Pay vs Performance Disclosure          
Name Same Store Cash NOI Growth        
Mr. Crooker [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 5,881,152 $ 5,580,423 $ 3,988,868 $ 3,188,372
PEO Actually Paid Compensation Amount 8,175,342 4,109,475 6,100,902 651,843
Mr. Butcher [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount 3,876,231 4,449,298
PEO Actually Paid Compensation Amount $ (1,626,373) $ 15,236,732
PEO | Mr. Crooker [Member] | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,294,190        
PEO | Mr. Crooker [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,599,970)        
PEO | Mr. Crooker [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,204,646        
PEO | Mr. Crooker [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 581,374        
PEO | Mr. Crooker [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 361,351        
PEO | Mr. Crooker [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 655,902        
PEO | Mr. Crooker [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 90,887        
PEO | Mr. Crooker [Member] | Equity Awards Adjustments Change In Fair Value Of Awards Granted In Prior Years Forfeited During Current Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
Non-PEO NEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 815,713        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,133,440)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,323,820        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 180,915        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 113,770        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 299,345        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 31,303        
Non-PEO NEO | Equity Awards Adjustments Change In Fair Value Of Awards Granted In Prior Years Forfeited During Current Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
We maintain a long-term equity incentive compensation program that is intended to further align our executives officers’ interests with those of our stockholders. Long-term equity incentive awards are granted annually under the Equity Incentive Plan. The Compensation Committee approves the annual long-term equity incentive awards in early January of each year. In certain circumstances, such as the hiring, promotion, or retention of an individual the Compensation Committee may approve grants to be effective at other times throughout the year. Our long-term equity incentive compensation program does not currently include regular stock option grants. Equity awards are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of option or other equity grant dates.
Award Timing Method Equity awards are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of option or other equity grant dates.
Award Timing MNPI Considered false
Award Timing, How MNPI Considered Equity awards are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of option or other equity grant dates.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true