ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
Management Succession Plan
On January 10, 2022, STAG Industrial, Inc., a Maryland corporation (the
"Company"), announced that pursuant to ongoing management succession planning by
the Board of Directors of the Company (the "Board"), the Company expects that,
on July 1, 2022, Benjamin S. Butcher, the Company's current Chairman of the
Board and Chief Executive Officer, will become Executive Chairman of the Board
and William R. Crooker, the Company's current President, will be appointed Chief
Executive Officer and join the Board of Directors. Mr. Butcher will work closely
with Mr. Crooker on transitioning to Chief Executive Officer, and after becoming
Executive Chairman, Mr. Butcher's responsibilities will include managing the
business of the Board, regularly consulting with the Chief Executive Officer on
key corporate matters and liaising between the Board and the management team.
Mr. Butcher has served as the Company's Chairman of the Board and Chief
Executive Officer since 2010 and served as President from 2010 to 2021. Prior to
the formation of the Company, Mr. Butcher oversaw the growth of the Company's
predecessor business, serving as a member of the board of managers of STAG
Capital Partners, LLC, STAG Capital Partners III, LLC, and their affiliates from
2003 to 2011. Mr. Butcher serves as a member of the board of trustees and a
member of the nominating and corporate governance committee and compensation
committee of Washington Real Estate Investment Trust (NYSE: WRE), an owner and
operator of real estate assets in the Washington, D.C. region and Southeastern
United States. Mr. Butcher, 68, holds a Bachelor of Arts degree from Bowdoin
College and a Master of Business Administration degree from Dartmouth College.
Mr. Crooker has served as the Company's President, Chief Financial Officer and
Treasurer since May 2021 and served as Executive Vice President, Chief Financial
Officer and Treasurer from 2016 to 2021. Mr. Crooker served as the Company's
Chief Accounting Officer from 2011 to 2016 and Senior Vice President - Capital
Markets from 2015 to 2016. Mr. Crooker served as the Chief Accounting Officer
for the Company's predecessor, STAG Capital Partners, LLC, from 2010 to 2011.
Before 2010, Mr. Crooker worked for KPMG LLP, most recently as a Senior Manager,
in its real estate practice. Mr. Crooker, 41, is a certified public accountant
and received his Bachelor of Science degree in accounting from Bentley
University.
Appointment of Chief Financial Officer
On January 10, 2022, the Company also announced that the Board appointed Matts
S. Pinard as the Company's Executive Vice President, Chief Financial Officer and
Treasurer, effective immediately. Mr. Crooker, the Company's Chief Financial
Officer and Treasurer until Mr. Pinard's appointment, will no longer be the
Company's principal financial officer (as those responsibilities were assumed by
Mr. Pinard upon his appointment as Chief Financial Officer), but will continue
in his role as President until assuming additional duties in July pursuant to
the succession plan.
Mr. Pinard has served as the Company's Senior Vice President - Capital Markets
and Investor Relations since 2019. Previously, Mr. Pinard served as the
Company's Vice President - Capital Markets and Investor Relations from 2015
until 2019. Prior to joining the Company in 2013, Mr. Pinard held various
positions in capital markets and portfolio management. Mr. Pinard, 39, received
a Bachelor of Arts degree from Tufts University and a Master of Business
Administration degree from Boston College.
Employment Agreement
On January 10, 2022, the Company and Mr. Pinard executed an executive employment
agreement, effective as of January 10, 2022 (the "Employment Agreement"), that
provides for Mr. Pinard to serve as Executive Vice President, Chief Financial
Officer and Treasurer of the Company. The Employment Agreement has an initial
term of one year, subject to automatic extensions for successive one-year
periods unless, not less than 60 days prior to the termination of the then
current term, either party provides a notice of non-renewal to the other party.
The Employment Agreement provides for an initial annual base salary of $375,000
and an annual bonus in an amount to be determined by the Compensation Committee
of the Board in its sole discretion in accordance with the Company's customary
practices, as more fully described in the Company's most recent proxy statement
filed with the Securities and Exchange Commission ("SEC").
Pursuant to the Employment Agreement, Mr. Pinard is eligible to receive equity
awards in the discretion of the Compensation Committee of the Board, subject to
the terms of the Company's 2011 Equity Incentive Plan, as amended (or other then
effective incentive plan), and the applicable award agreement. The Employment
Agreement also provides for participation in other employee benefit plans,
insurance policies or contracts maintained by the Company relating to
retirement, health, disability, vacation and other related benefits.
The Employment Agreement provides that upon the termination of employment either
by the Company without "cause" or Mr. Pinard for "good reason," or in the event
that following a change of control the Company or its successor gives Mr. Pinard
a notice of non-renewal within 12 months following the change of control, Mr.
Pinard will be entitled to the following severance payments and benefits,
subject to his timely execution of a general release in the Company's favor:
· a pro rata bonus based on the portion of the fiscal year elapsed at the time
of termination;
· a lump-sum cash payment equal to two times the sum of (1) Mr. Pinard's
then-current annual base salary; and (2) the bonus paid to Mr. Pinard for the
most recently completed fiscal year;
· the Company's direct-to-insurer payment of any group health premiums or other
insurance that Mr. Pinard would otherwise have been required to pay to obtain
coverage under the Company's group health and other insurance plans for a
period of 18 months; and
· immediate vesting of all outstanding equity-based awards (other than
performance-based awards, which may vest in accordance with the terms thereof)
held by Mr. Pinard.
In addition, the Employment Agreement provides that, upon termination of
employment by death or disability, Mr. Pinard will be entitled to receive his
accrued and unpaid then-current annual base salary as of the date of his death
or disability, a bonus pro-rated through the date of his death or disability and
the Company's direct-to-insurer payment of any group health premiums or other
insurance that Mr. Pinard would otherwise have been required to pay to obtain
coverage under the Company's group health and other insurance plans for a period
of 18 months.
Mr. Pinard will be subject to a non-competition provision for the 12-month
period following any termination of employment, except if the Company terminates
his employment without "cause," if the Company provides a notice non-renewal of
the Employment Agreement or if Mr. Pinard terminates his employment for "good
reason."
The foregoing description of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the Employment
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and incorporated by reference.
Indemnification Agreement
The Company also will enter into an indemnification agreement with Mr. Pinard
that will require indemnification to the maximum extent permitted by Maryland
law. The terms of his indemnification agreement will be substantially similar to
the terms of the indemnification agreements between the Company and its other
executive officers, a form of which has been filed as Exhibit 10.9 to the
Company's Registration Statement on Form S-11/A filed with the SEC on February
16, 2011 and is incorporated in this item by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit
Number Description
10.1 Executive Employment Agreement with Matts S. Pinard, dated
January 10, 2022
104 Cover Page Interactive Data File (embedded within the XBRL
document)
Forward-Looking Statements
This report, together with other statements and information publicly
disseminated by the Company, contains certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The Company
intends such forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995 and includes this statement for purposes of
complying with these safe harbor provisions. Forward-looking statements, which
are based on certain assumptions and describe the Company's future plans,
strategies and expectations, are generally identifiable by use of the words
"believe," "will," "expect," "intend," "anticipate," "estimate," "should,"
"project" or similar expressions. Forward-looking statements in this report
include statements about expected management succession. You should not rely on
forward-looking statements because they involve known and unknown risks,
uncertainties and other factors that are, in some cases, beyond the Company's
control and which could materially affect actual results, performances or
achievements. Factors that may cause actual results to differ materially from
current expectations include, but are not limited to, the terms and conditions
of any separation or release agreement entered into by the Company, the
possibility of litigation or arbitration and the risk factors discussed in the
Company's annual report on Form 10-K for the year ended December 31, 2020, as
updated by the Company's quarterly reports on Form 10-Q. Accordingly, there is
no assurance that the Company's expectations will be realized. Except as
otherwise required by the federal securities laws, the Company disclaims any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statement contained herein (or elsewhere) to reflect any change
in the Company's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
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