Larry T. Guillemette
About Larry T. Guillemette
Independent Chairman of the Board of STAG Industrial, Inc.; age 69; director since 2011. Former Chairman, CEO and President of Amtrol; prior EVP/CFO and EVP Marketing roles at Amtrol; prior CEO/President of Balcrank Products; earlier finance and investment roles at The O’Connor Group and Hampton Partners/G.M. Cypres; BA Dartmouth, MBA Tuck School of Business. Committees: Audit (member; designated audit committee financial expert) and Compensation (member). Independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Notables/Impact |
|---|---|---|---|
| Amtrol Inc. | Chairman, CEO & President | 2006–2017 | Led multi-national pressure vessel manufacturer; senior officer and director experience. |
| Amtrol Inc. | EVP & CFO | 2000–2006 | Accounting and finance leadership. |
| Amtrol Inc. | EVP Marketing & Business Development | 1998–2000 | Commercial strategy leadership. |
| Balcrank Products, Inc. | CEO & President | 1991–1998 | Operated industrial/lubrication equipment manufacturer. |
| The O’Connor Group | Senior VP & Senior Financial Officer | 1990–1991 | Real estate investment and development finance. |
| Hampton Partners/G.M. Cypres & Co., Inc. | Vice President | 1986–1990 | Investment banking partnership. |
| Henley Group and predecessors (Allied‑Signal, The Signal Companies, Wheelabrator‑Frye) | Various management positions | 1979–1986 | Industrial operations and management. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed (current public company boards) | — | — | — |
| See Past Roles above for prior private company roles | — | — | — |
Board Governance
- Independence: Board determined Guillemette is independent under NYSE rules; majority‑independent Board (9 of 11).
- Committee assignments: Audit Committee (member; designated “financial expert”); Compensation Committee (member). Not currently a committee chair.
- Chairman role: Independent Chairman presides over Board and executive sessions; responsibilities include agenda review and liaison with independent directors.
- Attendance and engagement: Board met 5 times in 2024; each director attended at least 75% of aggregate Board and committee meetings; all directors attended 2024 annual meeting. Independent directors held executive sessions after quarterly meetings; Audit met in executive session four times; Compensation three times; Nominating twice.
- Audit Committee chair timing note: Audit Committee report signed by Hans Weger as Chair as of 10‑K filing (Feb 12, 2025), with membership including Guillemette; proxy later lists Jit Kee Chin as Audit Chair as of March 1, 2025.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual non‑management director retainer (cash) | $65,000 | Directors may elect shares in lieu of cash; all did in 2024. |
| Independent Chairman of the Board fee (cash) | $75,000 | Additional annual cash fee for Chairman. |
| Annual equity grant (LTIP units) | $120,000 | Annual grant value at time of grant. |
| 2024 total (Larry T. Guillemette) | $259,991 | Fees earned: $140,000; Stock awards (LTIP): $119,991. |
| 2024 form of fee payment | 3,865 shares | Guillemette elected common stock in lieu of cash fees (10‑day avg price methodology). |
Performance Compensation
Directors receive annual LTIP unit grants that vest time‑based; no performance metrics are used for director equity.
- 2024 LTIP grant: 3,243 LTIP units (grant date Jan 8, 2024; grant date fair value $37.00 per unit).
- Vesting and structure: Annual director LTIP units vest on January 1 of the following year, subject to continued service; LTIP units can accrete to common unit value upon a material equity transaction.
- Options/PSUs: No regular stock option program; directors’ equity described as LTIP units, not options/PSUs.
Performance Metric Table (Directors)
| Metric | Application to Director Pay |
|---|---|
| TSR, FFO, NOI targets | Not applicable to director compensation (used for executive performance units/bonuses, not directors). |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy does not list current public company directorships for Guillemette. |
Expertise & Qualifications
- Leadership: Former Chairman/CEO/President at Amtrol; extensive senior officer experience.
- Finance/accounting: Former EVP/CFO; audit committee financial expert designation.
- Real estate/capital markets: Roles at The O’Connor Group and investment banking partnerships.
- Strategic and operational acumen cited by the Board as key attributes.
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares and OP units, Mar 3, 2025) | 100,242; includes LTIP units and any shares or units acquirable within 60 days. |
| Included LTIP units (as of Mar 3, 2025) | 55,576 LTIP units. |
| Unvested LTIP units (as of Dec 31, 2024) | 3,243 unvested LTIP units. |
| Ownership as % of shares outstanding | * <1% (asterisk denotes less than 1%). |
| Pledged shares | None; no directors/officers have pledged shares per proxy table note. |
| Anti‑hedging/anti‑pledging policy | Prohibits hedging/pledging; policy disclosed. |
| Stock ownership guidelines | Non‑management directors: 5x base salary; all directors in compliance. |
Insider Trades
| Year | Form 4 Transactions Noted (Proxy) | Section 16(a) Compliance |
|---|---|---|
| 2024 | None identified for Guillemette in proxy | No delinquent filings reported for Guillemette; exceptions noted only for Butcher and Chase. |
Governance Assessment
- Board effectiveness: Independent Chairman with dual membership on Audit and Compensation enhances oversight; audit financial expert status strengthens financial stewardship.
- Engagement: Meets attendance thresholds; participates in frequent executive sessions, supporting independent oversight and candid monitoring of risks and controls.
- Alignment: Elected to receive director fees in stock and receives annual LTIP units; complies with robust ownership guidelines; Company prohibits hedging/pledging—positive alignment signals.
- Conflicts/related‑party exposure: No related party transactions disclosed involving Guillemette; Company maintains a formal related‑party review process and conflict‑of‑interest controls.
- Shareholder sentiment: Strong recent say‑on‑pay support (97.4% in 2024), indicating favorable investor views on pay practices and governance framework.
- RED FLAGS: None observed—no pledging/hedging, no reported Section 16 delinquencies for Guillemette, no repricing or option grants to directors, and no disclosed related‑party transactions.