Benjamin S. Butcher
About Benjamin S. Butcher
Benjamin S. Butcher, age 71, has served on STAG Industrial’s Board since 2010. He is the company’s founder and former CEO and Chairman (2010–2022), later serving as Executive Chairman (Jul 2022–Jul 2023). He holds a BA from Bowdoin College and an MBA from Dartmouth’s Tuck School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| STAG Industrial, Inc. | Executive Chairman of the Board | Jul 2022–Jul 2023 | Leadership transition stewardship |
| STAG Industrial, Inc. | Chief Executive Officer; Chairman of the Board | 2010–2022 | Led founding, operational and strategic growth of single-tenant industrial REIT |
| STAG Industrial, Inc. | President | 2010–2021 | Early-stage leadership and corporate development |
| STAG Capital Partners LLC and affiliates | Board of Managers | 2003–2011 | Predecessor platform growth oversight |
| Credit Suisse First Boston | Director, Principal Transactions Group (RE debt/equity) | 1997–1998 | Sourced and executed principal transactions |
| Nomura Asset Capital | Director, CMBS Group (marketing/business development) | 1993–1997 | CMBS marketing and BD leadership |
| Private equity investor | Real estate and technology | 1999–2003 | Independent investing track record |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Elme Communities, Inc. (NYSE: ELME) | Lead Independent Trustee | Current | Audit Committee; Compensation Committee |
Board Governance
- Independence status: Not independent at STAG due to former CEO role; Board identifies only Crooker (CEO) and Butcher (former CEO) as non-independent .
- Current committee assignments (as of Mar 1, 2025): None; Butcher is not listed on Investment, Audit, Compensation, or Nominating & Corporate Governance .
- Attendance and engagement: In 2024, Board held 5 meetings; each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: In 2024, independent directors met in executive session 4 times (quarterly); Audit 4; Compensation 3; Nominating & Governance 2; presided by respective Chairs; independent Chairman presides over Board sessions .
Fixed Compensation
- Director cash retainer (non-management director): $65,000 .
- Additional annual chair fees (if applicable): Audit Chair $25,000; Compensation Chair $20,000; Nominating & Governance Chair $17,500; Independent Chairman $75,000; Lead Independent Director $25,000 .
- Equity retainer for directors: $120,000 in LTIP units (value at grant) .
- 2024 form of payment: All independent directors elected to receive fees in shares (10-day average price basis), including Butcher; he received 1,792 shares for 2024 fee equivalents .
| 2024 Director Compensation (Butcher) | Amount (USD) |
|---|---|
| Fees Earned | $65,000 |
| Stock Awards (LTIP units) | $119,991 |
| Total | $184,991 |
Performance Compensation
- Director equity instrument: LTIP units (Operating Partnership profits interests) granted annually; vest on January 1 of the following year (time-based, no performance metrics); convertible to common units upon capital account accretion; carry current distributions equivalent to dividends .
- 2024 grants: 3,243 LTIP units granted to each non-management director on Jan 8, 2024; grant date fair value $37.00; vest on Jan 1, 2025 (subject to continued service). As of Dec 31, 2024, Butcher had 28,147 unvested LTIP units and 695,482 total LTIP units held (aggregate) .
| Director Equity Grant Details (2024) | Value |
|---|---|
| Grant date | Jan 8, 2024 |
| LTIP units granted to Butcher | 3,243 |
| Grant date fair value per unit | $37.00 |
| Vesting | Jan 1, 2025 (subject to service) |
| Unvested LTIP units (Butcher as of 12/31/24) | 28,147 |
| Total LTIP units held (Butcher as of 12/31/24) | 695,482 |
No director performance metrics (e.g., TSR hurdles) apply to Butcher’s Board equity; director awards are time-based LTIP units .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| Elme Communities, Inc. (ELME) | Lead Independent Trustee | Audit; Compensation | Formerly known as Washington REIT; D.C.-area property owner |
Expertise & Qualifications
- Founder/operator expertise in single-tenant industrial properties; extensive operational, finance, and market experience; Board views continued service as in stockholders’ best interests .
- Education: BA (Bowdoin), MBA (Tuck) .
- Capital markets and CMBS background (Credit Suisse First Boston; Nomura) enhances financial oversight acumen .
Equity Ownership
- Beneficial ownership history and trend (shares + units, includes LTIP/common units per SEC rules):
| Year (Record Date) | Beneficial Ownership (Butcher) |
|---|---|
| 2020 (Mar 11, 2020) | 812,890 |
| 2021 (Mar 10, 2022) | 860,635 |
| 2023 (Feb 27, 2023) | 921,623 |
| 2024 (Mar 4, 2024) | 760,652 |
| 2025 (Mar 3, 2025) | 710,049 |
- Composition notes (2024): Includes 809,482 LTIP units and 9,320 common units in Butcher’s beneficial ownership (not all LTIP units vested) .
- Anti-pledging/hedging: Company policy prohibits pledging and hedging by directors; proxies note no pledged shares for directors/officers unless otherwise indicated; related policy disclosures reaffirm prohibition .
- Stock ownership guidelines: Non-management directors must hold 5x base salary; “as of the date hereof,” all executive officers and non-management directors are in compliance .
Insider trades and reporting compliance:
- Section 16(a) reporting: Company noted one late report by Butcher for dispositions of common stock on Feb 16, 2024, later reported on Jun 10, 2024 .
| Insider Reporting Item | Date(s) |
|---|---|
| Dispositions of common stock (Butcher) | Feb 16, 2024 (late reported Jun 10, 2024) |
Board Governance Assessment
-
Alignment strengths
- Founder-level industry expertise enhances strategic oversight in STAG’s core asset class .
- Director compensation paid largely in equity (LTIP units) and election to receive cash fees in shares indicates alignment with stockholders .
- Anti-hedging/anti-pledging policies, stock ownership guidelines, and broad compliance support investor alignment .
- Robust Board process: independent committees, executive sessions cadence, annual evaluations with outside counsel .
- Investor support: Say-on-pay 2024 approval ~97.4% in favor; 2025 proposal approved with strong vote totals (see table) .
-
Potential concerns and red flags
- Independence: Butcher is not independent due to his former CEO role; this may present perceived conflicts in executive oversight .
- Committee roles: As of Mar 1, 2025, Butcher holds no committee assignments, limiting direct committee-level governance contributions; historically connected to Investment Committee .
- Late Section 16 filing (Feb 16, 2024 dispositions) is a process control blemish, though subsequently corrected .
Say-on-Pay Voting Detail:
| Year | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| 2024 (Advisory vote) | ~97.4% in favor (percentage disclosed) | — | — | — |
| 2025 (Advisory vote) | 149,461,986 | 5,922,515 | 388,628 | 14,204,249 |
Compensation Committee Analysis (context for governance quality)
- Composition: Entirely independent directors; current members—Dilley, Colbert, Furber (Chair), Guillemette, Weger .
- Consultant: Ferguson Partners Consulting engaged; no non-compensation services; peer groups utilized for benchmarking and performance units .
- Peer groups: Industrial REITs (e.g., Prologis, Rexford, First Industrial, EastGroup) for performance units; broader REIT peers for compensation assessments .
- Program design: Emphasis on pay-for-performance for executives—annual bonuses tied to FFO/share, acquisition volume, leverage (Net Debt/EBITDAre), same-store Cash NOI growth; LTIP/performance unit mix; clawback policy implemented per NYSE rules .
Related Party Transactions and Conflicts
- Policy: Nominating & Corporate Governance Committee reviews and approves related party transactions ≥$120,000; “related person” includes directors and immediate family .
- Disclosures: 2025 proxy details policy and notes Section 16 reporting compliance items; no specific related-party transactions involving Butcher are described in the cited sections .
Governance Implications for Investors
- High ownership alignment and external Lead Independent oversight at ELME are positives, but lack of independence at STAG and no current committee seat reduce direct governance influence and may raise conflict perceptions. Monitoring of any future related-party transactions, insider reporting timeliness, and committee participation is warranted .