Jeffrey D. Furber
About Jeffrey D. Furber
Independent director (age 66) at STAG Industrial since 2011; currently Chair of the Compensation Committee and member of the Investment Committee. Former Global Chairman (2020–Dec 2023) and long-time Global CEO (1999–2020) of AEW, with ~40 years of real estate investment experience across the U.S., Europe, and Asia. Education: BA Dartmouth College; MBA Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AEW | Global Chairman; previously Global CEO | Chairman 2020–Dec 2023; CEO 1999–2020 | Risk Management Committee; Investment Committees (North America, Europe, Asia) |
| The Howard Hughes Corporation (NYSE: HHC) | Director (former) | Not disclosed | Board service (former) |
| Leggat McCall, Suffolk, etc. | (For context: other STAG directors) | — | — |
External Roles
| Organization | Role | Status |
|---|---|---|
| Brasa Capital Management | Chairman | Current |
| Boston Children’s Hospital Trust | Board member | Current |
| Ogunquit Playhouse | Board member | Current |
| The Howard Hughes Corporation (NYSE: HHC) | Director | Former |
Board Governance
- Independence: Board affirmed Furber meets NYSE independence standards; majority of STAG’s Board (9 of 11) is independent .
- Committee assignments and 2024 meeting cadence:
| Director | Investment | Audit | Compensation | Nominating & Governance | 2024 Meetings Held |
|---|---|---|---|---|---|
| Jeffrey D. Furber | Member | — | Chair | — | Investment 5; Audit 4; Compensation 6; Nominating 2 |
- Attendance: In 2024 the Board held 5 meetings; each director attended ≥75% of Board and respective committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors met in executive session 4 times; Audit 4; Compensation 3; Nominating 2 in 2024 .
- Committee scope (Compensation): Oversees CEO/equity plan administration, stock ownership guidelines, clawback policy, risk review of compensation practices; may retain independent consultants (Ferguson Partners engaged in 2024) .
Fixed Compensation
- Structure (Non-management director compensation in 2024):
| Position Held | Annual Cash Fee ($) | Annual Equity Grant ($) |
|---|---|---|
| Non-Management Director | 65,000 | 120,000 |
| Independent Chairman of the Board | 75,000 | — |
| Lead Independent Director | 25,000 | — |
| Audit Committee Chair | 25,000 | — |
| Compensation Committee Chair | 20,000 | — |
| Nominating & Corporate Governance Chair | 17,500 | — |
- Furber’s reported director compensation:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned ($) | 70,000 | 85,000 |
| Stock Awards ($) | 109,989 | 119,991 |
| Total ($) | 179,989 | 204,991 |
Additional details:
- All independent directors elected to receive fees in shares of common stock in 2024; Furber earned 2,345 shares for fee payments in 2024 (valued using the specified 10-day average method) .
- Director annual LTIP units grant: 3,243 granted to Furber on Jan 8, 2024; ASC 718 grant-date fair value $37.00; annual director LTIP units vest Jan 1 of the following year, subject to continued service .
YoY changes (potential signals): Base cash fee rose from $55,000 (2023) to $65,000 (2024); Compensation Chair fee increased from $15,000 (2023) to $20,000 (2024); equity grant increased from $110,000 (2023) to $120,000 (2024) .
Performance Compensation
- Director equity awards: LTIP units (service-based for directors) vest on Jan 1 following grant; LTIP units are profits interests convertible to common units upon meeting parity conditions; they receive distributions equivalent to dividends on underlying common shares .
- Executive pay plan metrics overseen by the Compensation Committee (context for Furber’s chair role):
| Component (2024) | Weight/Target | Key Design |
|---|---|---|
| Annual Cash Bonus – Company goals | 80% | Core FFO/share 50%; Acquisition Volume 10%; Net Debt to Run-Rate Adjusted EBITDAre 10%; Same Store Cash NOI Growth 10% |
| Annual Cash Bonus – Individual goals | 20% | No guaranteed minimum; bonuses can be zero; capped |
| Performance Units (equity) – TSR | 3-year TSR | Relative: payouts zero below 30th percentile; target at 55th percentile; Absolute: must achieve cumulative 25% TSR for payouts above target on 50% of performance units |
Compensation governance signals:
- Clawback policy for incentive-based executive compensation (restatements) .
- Use of independent consultant (Ferguson Partners) for peer group and market data .
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| The Howard Hughes Corporation (NYSE: HHC) | Former Director | Not disclosed |
| Brasa Capital Management | Chairman (private firm) | — |
| Boston Children’s Hospital Trust | Board Member | — |
| Ogunquit Playhouse | Board Member | — |
Compensation committee interlocks: None; no STAG executive officers served on another company’s board or compensation committee while those companies’ executives served on STAG’s Compensation Committee in the past three years .
Expertise & Qualifications
- Real estate investment leadership across global markets; oversight of business units in U.S., Europe, Asia; service on risk management and investment committees at AEW .
- Capital markets and corporate governance experience aligned with STAG’s industrial REIT strategy .
- Education: BA Dartmouth; MBA Harvard Business School .
Equity Ownership
- Beneficial ownership (record date March 3, 2025):
| Holder | Shares/Common Units Beneficially Owned | % of All Shares | % of All Shares & Units (FD) |
|---|---|---|---|
| Jeffrey D. Furber | 107,622 | * (less than 1%) | * (less than 1%) |
Breakdown and alignment:
- LTIP units held (aggregate): 55,576 LTIP units (as of March 3, 2025) .
- Unvested LTIP units (as of Dec 31, 2024): 3,243 (consistent across most independent directors) .
- Anti-hedging and anti-pledging policies in place; “none of the directors or named executive officers has pledged shares as collateral” .
- Stock Ownership Guidelines: Non-management directors required to own 5x base salary; company states all executive officers and non-management directors are in compliance .
Insider Trades (Form 4 activity – alignment signals)
Recent filings (filing date; transaction date; type; quantity; price; post-transaction ownership):
- 2025-10-16; 2025-10-15; Award; 591 shares; $35.93; 53,854 shares owned
- 2025-07-17; 2025-07-15; Award; 585 shares; $36.31; 53,263 shares owned
Interpretation:
- Pattern of small, periodic awards (consistent with directors receiving fees in stock); no open-market sales observed in these records, supporting alignment plus Form 4 URLs above.
Governance Assessment
Strengths
- Independent director with deep real estate investment expertise; chairs Compensation Committee overseeing robust pay-for-performance design and clawback policy .
- Strong engagement/attendance and regular executive sessions; majority-independent board with independent Chairman .
- Director compensation structure balances cash plus equity; all independent directors elected shares in lieu of cash in 2024 (cash-fee conversion), signaling alignment .
- Stock Ownership Guidelines and anti-hedging/anti-pledging policies; company states all are in compliance; no pledging by directors .
Potential conflicts and red flags
- External roles in real estate investment (Chairman Emeritus of AEW; Chairman of Brasa Capital Management) could present situational conflicts if transactions or competitive overlaps arise; however, STAG has a related-party transaction policy with committee review and no related-party transactions are disclosed in the proxy .
- Year-over-year increase in director cash/equity retainers (to $65k/$120k) and chair fee (to $20k) may be viewed as compensation inflation; offset by equity-heavy mix and use of stock in lieu of cash .
Say-on-Pay and shareholder support
- 2024 say-on-pay: ~97.4% of votes cast in favor .
- 2025 annual meeting voting results:
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Jeffrey D. Furber | 149,867,589 | 5,736,122 | 169,418 | 14,204,249 |
| Ratify PwC (auditor) | 165,748,381 | 4,058,180 | 170,817 | — |
| Executive Compensation (Say-on-Pay) | 149,461,986 | 5,922,515 | 388,628 | 14,204,249 |
Overall signal: High shareholder support for compensation program and director slate, reinforcing governance credibility .
Related Party Transactions (Policy)
- Nominating and Corporate Governance Committee reviews/approves all related party transactions over $120,000 involving directors, executives, or 5% holders; conflicts prohibited absent Board-approved guidelines; communications channels to independent directors/audit chair and whistleblower hotline available .
Compensation Committee Analysis
- Members (2025 Proxy): Jeffrey D. Furber (Chair), Virgis W. Colbert, Michelle S. Dilley, Larry T. Guillemette, Hans S. Weger .
- Use of independent compensation consultant (Ferguson Partners Consulting) for market benchmarks, peer group review, and program design in 2024 .
- Clawback policy administration; annual risk assessment of compensation practices .
Notes on Director LTIP Units (Service-Based)
- LTIP units are profits interests; may achieve parity and convert 1:1 into common units; receive distributions equivalent to dividends; vesting for director annual grants occurs Jan 1 following grant; value may be zero until parity achieved .
Conclusion
- Furber’s governance profile shows strong independence, relevant expertise, and alignment via stock-based fees and LTIP units, supported by high shareholder approval for pay and director elections. Potential conflicts from external real estate affiliations are mitigated by STAG’s related-party oversight framework and lack of disclosed related-party transactions .