Benjamin S. Butcher
About Benjamin S. Butcher
Independent trustee since 2014 (age 71) and current Lead Independent Trustee of Elme Communities; former CEO/Chairman of STAG Industrial with deep REIT, capital markets, and investment banking experience. He serves on Elme’s Audit and Compensation Committees, and is deemed independent under NYSE standards; the Board had 8 meetings in 2024 with all trustees meeting at least 75% attendance and holding six executive sessions led by the Lead Independent Trustee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| STAG Industrial, Inc. | CEO & Chairman; President | CEO/Chairman 2010–2022; President 2010–2021 | Led REIT operations and strategy; public company executive experience . |
| STAG Capital Partners, LLC & affiliates | Board of Managers; Management Committees | 2003–2011 | Built platform; private equity investor experience . |
| Private equity (real estate/technology) | Investor | 1999–2003 | Direct investing experience . |
| Credit Suisse First Boston | Director, Principal Transactions Group (real estate debt/equity) | 1997–1998 | Sourced/executed principal transactions; capital markets . |
| Nomura Asset Capital | Director, CMBS marketing/business development | 1993–1997 | Structured finance; CMBS market development . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| STAG Industrial, Inc. | Director | Since June 2023 | Current public company board; REIT industry interlock . |
Board Governance
- Current Lead Independent Trustee with authority to set agendas, schedule, preside over executive sessions, and engage with major shareholders; deliberate policy to maintain independent board leadership when the Chair is not independent .
- Committee memberships: Audit and Compensation; all committee members are independent, with Audit members designated as “financial experts” by the Board .
- Independence: all nominees except CEO/Chair are independent; Board disclosed independence deliberations and related-party reviews for other trustees (Banner/Truist; Carras/JLL); no such related-party disclosure for Butcher .
- Engagement/attendance: 8 Board meetings in 2024, >75% attendance by each trustee; six executive sessions without management, presided by Lead Independent Trustee .
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Fees Earned/Paid in Cash ($) | $100,625 | $122,500 |
| Stock Awards ($) | $99,982 | $99,974 |
| Total ($) | $200,607 | $222,474 |
- Program structure: non‑employee trustees receive $55,000 annual cash retainer; Lead Independent Trustee receives an additional $50,000 annual cash retainer; committee chairs and members receive additional retainers; trustees also receive an annual $100,000 common share grant, split 50% in December and 50% at the annual meeting/May 15, fully vested on grant; no meeting fees .
- Deferred compensation plan available: trustees may defer cash and/or share compensation; cash deferrals earn interest tied to Elme fixed-rate bonds; share compensation can be converted to RSUs with dividend equivalents; payments in lump sum or installments post‑service; plan is unfunded .
Performance Compensation
- Non‑employee trustee equity is fixed‑value, time‑vested on grant; there are no performance‑conditioned equity awards, options, or STIP/LTIP metrics applicable to trustees. Equity grants are fully vested on grant and not option-based .
Other Directorships & Interlocks
| Company | Relationship to ELME | Potential Interlock |
|---|---|---|
| STAG Industrial, Inc. | None disclosed | Butcher serves as STAG director; no related‑party transactions disclosed between ELME and STAG; Compensation Committee disclosed no interlocks . |
Expertise & Qualifications
- General management/strategic planning from public REIT executive roles (STAG) and STAG Capital Partners .
- REIT industry leadership and operations experience; real estate investment banking/capital markets (CSFB, Nomura) .
- Financial/accounting acumen from investment banking, private equity, and public company executive service .
Equity Ownership
| Year | Common Shares Beneficially Owned | Ownership % of Total | Notes |
|---|---|---|---|
| 2024 (record date 3/27/2024) | 68,729 | <1% | Includes vested RSUs (footnote indicates RSU inclusion) . |
| 2025 (record date 4/11/2025) | 87,824 | <1% | Includes vested RSUs (footnote indicates RSU inclusion) . |
- Trustee stock ownership policy: non‑employee trustees must hold shares equal to ≥5× annual cash retainer, to be met within 5 years of election; until minimum met, shares received as compensation are restricted in transfer .
- Anti-hedging and anti-pledging: trustees are prohibited from hedging or pledging company stock; Board maintains clawback policy consistent with SEC/NYSE rules .
Governance Assessment
- Strengths: Lead Independent Trustee role and structure bolster independent oversight; Butcher’s dual committee service (Audit/Comp) and REIT/judgment credentials support board effectiveness; no compensation committee interlocks; strong attendance and executive session cadence; robust policies (anti‑hedging/pledging, clawback, share ownership) .
- Alignment: Director pay mixes cash retainer and fixed‑value equity; Butcher’s cash increased in 2024 (reflecting Lead Independent and committee responsibilities) while equity remained at program norm, maintaining at‑risk exposure via stock ownership .
- Conflicts: No related‑party transactions identified for Butcher; Board explicitly reviewed independence in other cases (Banner/Truist; Carras/JLL), indicating controls on conflicts; compensation committee disclosed no interlocks .
- Shareholder signals: Say‑on‑Pay support remained high (94–96–95% in 2022–2024), and Board governance enhancements include electing out of MUTA Board classification; cooperation agreement added an additional independent trustee in 2025, suggesting engagement with investors .