Hans S. Weger
About Hans S. Weger
Hans S. Weger, age 61, has served on STAG’s Board since 2011 and is designated independent under NYSE rules. He is a seasoned REIT CFO with deep real estate finance and reporting expertise, including prior CFO roles at LaSalle Hotel Properties (NYSE: LHO), Outrigger Enterprises Group, and Focus Brands. He holds a BS from the University of Southern Mississippi and an MBA from the University of Chicago. He is identified as an Audit Committee financial expert and served as Audit Committee Chair for the FY2024 audit cycle; as of March 1, 2025, the Audit Chair role rotated to Dr. Jit Kee Chin, with Weger continuing as a member of Audit, Compensation, and Investment Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LaSalle Hotel Properties (NYSE: LHO) | CFO, EVP & Treasurer; Corporate Secretary | 1998–2011; Secretary 1999–2011 | Led finance, accounting, HR, IT; extensive REIT financing and reporting |
| Outrigger Enterprises Group | Chief Financial Officer | 2012–2014 | Privately-held hospitality; finance leadership |
| Focus Brands Inc. | Chief Financial Officer | 2014–2016 | Multi-brand franchisor/operator; global footprint |
| La Quinta Inns, Inc. | Vice President & Treasurer | Prior to 1998 | Corporate finance and treasury |
| Harrah’s Entertainment, Inc. | Strategy/M&A/Project Finance roles | 1992–1997 | Strategic planning, M&A, financing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various companies | Strategic Consultant | Current | Provides consulting services to real estate and other companies |
No current public company directorships are disclosed for Weger in STAG’s proxy, and no interlocks with STAG competitors/suppliers/customers are noted .
Board Governance
- Committee memberships: Audit, Compensation, Investment; Weger was Audit Committee Chair for FY2024 audit oversight and signed the Audit Committee report; Chair role listed as Chin as of March 1, 2025 (rotation) .
- Independence: Board affirms Weger has no material relationship; all Audit/Comp/Nominating members are independent; all five Audit members qualify as “financial experts” .
- Attendance and engagement: In 2024, Board met 5 times; each director attended ≥75% of aggregate Board/committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors met in executive session quarterly (4x); Audit 4x; Compensation 3x; Nominating 2x; presided by respective Chairs; independent Chairman presides Board sessions .
- Meetings held in 2024: Investment 5; Audit 4; Compensation 6; Nominating 2 .
- Stock ownership guidelines: Non-management directors must hold 5x base salary in qualified securities; all directors are in compliance .
- Anti-hedging/pledging: Strict prohibitions for directors; no pledging permitted .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash fee (non-management director) | $65,000 | Directors may elect shares instead of cash; all independents did so in 2024 |
| Audit Committee Chair fee | $25,000 | Weger’s 2024 “Fees Earned” totaled $90,000, consistent with base + Audit Chair |
| Annual equity grant (LTIP units) | $120,000 | Annual director LTIP grant; vests on January 1 of following year |
2024 Director Compensation (Weger):
| Item | Amount |
|---|---|
| Fees Earned | $90,000 |
| Stock Awards (LTIP units FV) | $119,991 |
| Total | $209,991 |
| Shares received in lieu of cash fees | 2,484 shares (aggregate for 2024 fee elections) |
| 2024 LTIP units granted to Weger | 3,243 units (grant date 1/8/2024; FV $37.00) |
Performance Compensation
- Director compensation has no performance-metric-based payouts; equity is time-based LTIP units that vest with continued service (annual grants vest the following January 1). No options or PSUs for directors are disclosed .
- Performance-metric framework in the proxy applies to executives, not directors; director equity awards are not tied to TSR or operational metrics .
| Metric | Applicable to Directors? | Notes |
|---|---|---|
| TSR-based PSUs | No | PSUs are for executives; directors receive LTIP units |
| Annual cash incentive plan | No | Executives only; directors receive fixed fees |
| Time-based LTIP vesting | Yes | Annual director LTIP units vest the following Jan 1 |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| None disclosed | — | No related party transactions disclosed involving Weger; Board has formal review policy for any such transactions . |
Expertise & Qualifications
- Financial and accounting leadership across REITs and hospitality; recognized Audit Committee financial expert .
- Education: BS (University of Southern Mississippi), MBA (University of Chicago) .
- Strategic planning, M&A, treasury, project finance capabilities from prior roles .
Equity Ownership
| Item | Value/Count | Notes |
|---|---|---|
| Beneficial ownership (shares & units) as of record date (3/3/2025) | 97,018 | Less than 1% of shares outstanding (*) |
| LTIP units held (total, 3/3/2025) | 55,576 | Includes increase from 2025 grants |
| LTIP units held (total, 12/31/2024) | 51,764 | Proxy YE 2024 totals |
| Unvested LTIP units (12/31/2024) | 3,243 | Annual 2024 grant unvested at YE |
| Trust holdings | 32,206 shares (indirect) | Weger disclaims beneficial ownership of these shares |
| Pledged shares | None indicated | Proxy notes none of directors pledged shares |
(*) Represents ownership below 1.0% .
Insider Trades (Form 4s; alignment signals)
Source: Form 4 records fetched via insider-trades skill (more current than proxy statements).
Other Directorships & Interlocks
- Current public company boards: None disclosed for Weger .
- Interlocks: None disclosed; Board maintains a formal policy for reviewing related-party transactions over $120,000, with Nominating & Corporate Governance Committee oversight .
Equity Ownership & Alignment Signals
- All directors are compliant with STAG’s ownership guidelines (5x base salary), and Weger’s holdings include LTIP units and common shares; no pledging allowed and none indicated for directors .
- Beneficial ownership is below 1% of shares outstanding, typical for independent directors; holdings include indirect trust shares which Weger disclaims .
Governance Assessment
- Strengths: Long-tenured, independent director with REIT CFO pedigree; Audit Committee financial expert; served as Audit Committee Chair for FY2024 audit and remains on Audit, Compensation, Investment committees; active executive sessions and regular committee cadence underscore engagement .
- Alignment: Director pay blend of cash-equivalent fees (often taken in shares) and time-based LTIP units; robust ownership guidelines; anti-hedging/pledging and clawback frameworks; say-on-pay support 97.4% in 2024 indicating investor approval of compensation governance generally .
- Potential red flags: None disclosed regarding related-party transactions, pledging, hedging, or legal proceedings involving Weger; Section 16 compliance noted broadly with minor delinquency not involving Weger .
- Notable signal: Rotation of Audit Committee Chair from Weger (FY2024 audit cycle) to Dr. Chin by March 1, 2025 reflects planned leadership refresh rather than concern, given continued audit oversight stability and five designated financial experts on Audit .