Francis X. Jacoby III
About Francis X. Jacoby III
Independent director of STAG Industrial since 2011; age 63. He serves on the Audit, Investment, and Nominating & Corporate Governance Committees and is designated an audit committee financial expert as one of the five Audit Committee members meeting SEC criteria. Professionally, he is EVP, Chief Investment Officer, and Chief Financial Officer of Leggat McCall Properties, LLC (2016–present; also 1995–2001). Education: B.A. Dartmouth College; MBA Boston University. The Board has affirmatively determined he is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| GID Investment Advisers LLC | SVP & Chief Financial Officer | 2001–2008 | Family wealth mgmt. focused on apartments/office/industrial; finance leadership |
| Kensington Investment Company, Inc. | President | 2008–2013 | Family office investing in real estate, PE/VC; oversight of investments |
| Grand Circle Corporation (Kensington affiliate) | Chief Financial Officer | 2012 | CFO responsibilities at affiliated operating company |
| Independent Consultant | Real estate finance/development/disposition | 2013–2016 | Advisory across financing and transactions |
| Winthrop Financial Associates | Senior management in acquisitions, asset management, finance | 1983–1995 | Broad real estate investment roles across multiple property types |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Leggat McCall Properties, LLC | EVP, CIO & CFO | 2016–present (also 1995–2001) | Real estate development; senior finance/investment leadership |
No current public-company directorships are disclosed in his biography.
Board Governance
- Committee assignments: Audit; Investment; Nominating & Corporate Governance.
- Audit Committee financial expertise: All five Audit Committee members, including Jacoby, are designated “audit committee financial experts.”
- Independence: Board determined Jacoby is independent under NYSE rules; overall 9 of 11 directors are independent.
- Attendance: In 2024, the Board held 5 meetings; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual stockholders’ meeting.
- Executive sessions: Independent directors met in executive session four times in 2024; Audit (four), Compensation (three), and Nominating & Corporate Governance (two) held separate executive sessions.
- 2024 committee meeting cadence: Investment 5; Audit 4; Compensation 6; Nominating & Corporate Governance 2.
- Board practices: Majority voting with director resignation policy; independent Chair; all standing committees comprised entirely of independent directors.
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash fee | $65,000 | Base non‑management director cash fee; directors could elect shares in lieu of cash. Jacoby elected shares, receiving 1,792 common shares for 2024 fees. |
| Annual equity grant | $119,991 | LTIP units valued at grant; 3,243 LTIP units granted on Jan 8, 2024 (grant date fair value $37.00). Annual LTIP units vest on Jan 1 of the following year, subject to continued service. |
| Total 2024 director compensation | $184,991 | Sum of fees earned and stock awards for Jacoby. |
Additional director compensation framework (for reference):
- Chair/lead fees: Audit Chair $25,000; Compensation Chair $20,000; Nominating & Corporate Governance Chair $17,500; Independent Chair $75,000; Lead Independent Director $25,000.
Performance Compensation
| Element | Treatment for Non‑Management Directors |
|---|---|
| Annual bonus metrics, PSUs/TSR metrics, option awards | Not applicable/disclosed for directors; director pay consists of cash retainers (or elected stock equivalents) and time‑based LTIP units. |
Other Directorships & Interlocks
- Other public-company boards: None disclosed for Jacoby.
- Compensation committee interlocks: Company reports no compensation committee interlocks or insider participation. (Jacoby is not listed as a Compensation Committee member.)
Expertise & Qualifications
- Core credentials: Extensive investment and capital markets experience; significant financial and real estate investment expertise, including structuring/negotiating/closing complex transactions (Board’s basis for nomination).
- Audit expertise: Serves on Audit Committee; designated among five “audit committee financial experts.”
- Education: B.A. Dartmouth; MBA Boston University.
Equity Ownership
| As of Record Date (Mar 3, 2025) | Beneficial Holdings (Shares & Units) | LTIP Units Included | % of Shares Outstanding | % of Shares + Units Outstanding |
|---|---|---|---|---|
| Francis X. Jacoby III | 87,128 | 55,576 | <1%* | <1%* |
| Notes | *Represents less than 1.0% | *Represents less than 1.0% | ||
| Sources | ||||
| 87,128 | 55,576 | <1% | <1% |
Additional alignment signals:
- Stock Ownership Guidelines: Non‑management directors must hold 5x base salary; the company states all executive officers and directors are in compliance.
- Anti‑hedging/pledging: Company policy prohibits hedging or pledging of company securities by directors.
Governance Assessment
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Strengths
- Independent, multi‑committee director with audit, investment, and governance oversight and audit committee financial expert designation—supports board effectiveness on financial reporting and capital allocation.
- Attendance and engagement signals are positive: all directors met minimum attendance thresholds and attended the 2024 annual meeting; independent directors held regular executive sessions.
- Pay‑for‑alignment: Directors can take fees in stock; Jacoby elected shares; directors receive LTIP units with vesting conditioned on continued service.
- Ownership alignment and risk controls: Compliance with robust stock ownership guidelines; anti‑hedging/pledging policy in place.
- Overall board governance: Majority voting with resignation policy; independent Chair; committees fully independent.
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Potential conflicts/monitoring points
- External executive role in real estate development (Leggat McCall) creates sector adjacency; STAG’s related‑party policy requires Nominating & Corporate Governance Committee review/approval of any related‑party transactions. No specific related‑party transaction involving Jacoby is described in the proxy’s governance and related‑party sections reviewed.
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Shareholder sentiment indicator
- Say‑on‑pay (executive compensation) support was ~97.4% at the 2024 annual meeting, a general positive governance signal.