Matts S. Pinard
About Matts S. Pinard
Matts S. Pinard is Executive Vice President, Chief Financial Officer and Treasurer of STAG Industrial, serving in this role since January 10, 2022; he is 42 years old and joined STAG in 2013 after prior capital markets and portfolio management roles. He holds a B.A. from Tufts University and an MBA from Boston College . Under his tenure and the current leadership team, STAG reported Core FFO per share of $2.40 for 2024 (max goal), Acquisition Volume of ~$821.1M (above max), Net Debt to Run Rate Adjusted EBITDAre of 5.2x (at target), Same Store Cash NOI growth of 5.8% (above max) . Company TSR as of 12/31/2024 was +69.5% over 7 years, +32.3% over 5 years, -20.2% over 3 years, and -10.4% over 1 year, with outperformance vs the MSCI US REIT Index over 5- and 7-year periods .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| STAG Industrial | EVP, Chief Financial Officer & Treasurer | 2022–present | Balance sheet stewardship, capital markets execution, investor relations, accounting/SOX compliance, departmental initiatives |
| STAG Industrial | SVP, Capital Markets & Investor Relations | 2019–2022 | Capital markets access, IR strategy |
| STAG Industrial | VP, Capital Markets & Investor Relations | 2015–2019 | Capital markets and IR development |
| Prior (pre-STAG) | Capital Markets/Portfolio Management roles | Pre-2013 | Various capital markets and portfolio management responsibilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in the DEF 14A | — | — | No public external directorships/roles disclosed |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | All Other Compensation ($) |
|---|---|---|---|---|
| 2024 | 450,000 | 100% of salary (Target $450,000) | 639,000 | 47,064 |
| 2023 | 412,500 | Not disclosed | 562,283 | 44,342 |
| 2022 | 371,329 | Not disclosed | 464,162 | 42,658 |
All other compensation includes insurance premiums, 401(k) matching, and commuting/parking allowances .
Performance Compensation
Annual Cash Incentive – 2024 Design and Outcomes
| Metric | Weighting | Threshold | Target | Maximum | Actual Performance | Points Earned (Other NEOs) |
|---|---|---|---|---|---|---|
| Core FFO per Share | 50% | $2.36 | $2.38 | $2.40 | $2.40 | 75.0 |
| Acquisition Volume | 10% | $400M | $600M | $800M | $821.1M | 15.0 |
| Net Debt to Run Rate Adjusted EBITDAre | 10% | 5.50x | 5.25x | 5.00x | 5.20x | 11.0 |
| Same Store Cash NOI Growth | 10% | 4.75% | 5.00% | 5.25% | 5.80% | 15.0 |
| Individual Performance (Pinard) | 20% | 10.0 pts | 20.0 pts | 30.0 pts | 26.0 pts | 26.0 |
- Company performance points (Other NEOs) totaled 116.0; with Individual 26.0, Pinard earned 142.0% of base salary, resulting in $639,000 .
Performance Units (PSUs) – TSR Framework
| Benchmark | Allocation of Target | Below 30th Percentile | 30th Percentile | 55th Percentile (Target) | 75th Percentile | 95th Percentile |
|---|---|---|---|---|---|---|
| Industry Peer Group | 50% | 0% | 50% | 100% | 200% (cap) | No increase beyond 75th |
| MSCI US REIT Index | 50% | 0% | 50% | 100% | 200% | 300%, requires ≥25% absolute TSR |
- 2024 PSU grant (issued Jan 8, 2024): Target 17,838 units; grant-date fair value $792,186; maximum value $1,980,464 if highest performance achieved .
Time-Based LTIP Units – 2024 Grant and Vesting
| Date of Grant | LTIP Units (Pinard) | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|
| Jan 8, 2024 | 11,529 | 426,573 | Vests quarterly over 4 years beginning Mar 31, 2024, subject to continued service |
| Jan 11, 2023 | 9,842 | Price $33.34/unit (table ref) | Vests quarterly over 4 years |
| Jan 10, 2022 | 7,696 | Price $42.07/unit (table ref) | Vests quarterly over 4 years |
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Item | Detail |
|---|---|
| Total beneficial ownership (shares & units) | 81,303; less than 1% of shares outstanding |
| Stock ownership guidelines | Other executive officers: 3x base salary; compliance required within 5 years; all executives are in compliance |
| Anti-hedging/anti-pledging | Hedging and pledging of company securities prohibited; no pledges by directors or named executive officers |
| Clawback policy | Adopted Nov 1, 2023; recovers incentive-based compensation after accounting restatements per NYSE rules |
Outstanding Equity Awards as of 12/31/2024
| Category | Quantity | Market/Payout Value ($) |
|---|---|---|
| Unvested stock/units (time-based) | 15,492 | 523,939 |
| Unearned performance units (target/earned mix) | 46,206 | 1,562,687 |
| Stock options | None outstanding |
Employment Terms
Employment Agreement Terms (CFO – Matts S. Pinard)
| Term | Detail |
|---|---|
| Agreement term | Current term expires Dec 31, 2025; auto-renews for successive one-year periods unless non-renewal notice ≥60 days prior |
| Severance (no cause/good reason or post-CoC non-renewal) | Cash: 2x (base salary + prior-year bonus); pro rata bonus; 18 months health/insurance; immediate vesting of all time-based equity (performance units typically pro rata) |
| Change-of-control vesting | Double-trigger cash; accelerated vesting upon change-of-control per award terms |
| Death/disability | Accrued salary; pro rata bonus; 18 months health/insurance |
| Non-compete | 12 months post-termination, except if terminated without cause, non-renewal by company, or for good reason |
Potential Payments Upon Termination (Assumed 12/31/2024)
| Scenario | Cash ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|
| Termination without cause / good reason | 1,587,908 | 1,681,936 | 3,269,844 |
| Accelerated vesting upon change of control | — | 2,321,202 | 2,321,202 |
| Non-renewal within 12 months post-CoC | 1,587,908 | 1,681,936 | 3,269,844 |
| Death or disability | 687,908 | 1,681,936 | 2,369,844 |
Performance & Track Record Signals (Company context)
- Occupancy: 96.5% total portfolio; 97.3% operating portfolio as of 12/31/2024 .
- 2024 financials: FFO ~$458.7M (+8.9% YoY); NOI ~$612.6M (+7.8% YoY) .
- Capital allocation: 2024 acquisitions of ~6.0M sf for ~$710.3M; five-year program highlights and disciplined balance sheet (net debt/cost basis ~38%) .
- 2024 dividend: $1.48 annualized; ~4.4% yield at year-end price $33.82 .
Compensation Structure Analysis
- Mix and risk: A substantial majority of compensation is performance-tied; annual base salaries targeted at <25% of total comp; increased 2024 base salaries to align with market but still <median cash vs peers .
- Annual bonus rigor: 80% objective company metrics (Core FFO/share, Acquisition Volume, leverage, Same Store Cash NOI); 20% individual goals; capped payouts; zero payout below thresholds .
- Long-term equity: PSUs use rigorous relative and absolute TSR hurdles, with 0% payout below 30th percentile and target at 55th percentile; absolute TSR ≥25% required for above-target on MSCI tranche; LTIP units vest quarterly over 4 years, reinforcing retention .
- Governance safeguards: Independent comp consultant; double-trigger CoC cash; no tax gross-ups; anti-hedging/pledging; clawback policy .
- Say-on-Pay: 97.4% approval at 2024 annual meeting, indicating strong shareholder support .
Equity Ownership & Insider Selling Pressure Indicators
- Alignment: 81,303 beneficially owned shares/units; options none (no expiry-driven selling pressure); anti-pledging policy and no pledged shares reduce forced selling risks .
- Guideline compliance: Required ownership ≥3x salary for executive officers; Pinard and all executives compliant, with 5-year window for new execs .
- Vesting cadence: Quarterly LTIP unit vesting over four years (2019–2024 grants), smoothing potential sale cadence; PSUs settle at the end of multi-year periods, with immediate vesting upon settlement .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support ~97.4%; management maintains pay-for-performance program revised in 2019 in response to investor feedback .
- Active engagement: Management met with 110+ institutional investors in 2024 on compensation and governance topics .
Investment Implications
- Pay-for-performance alignment is strong: metrics tied to Core FFO/share, leverage, and Same Store Cash NOI, with rigorous PSU TSR curves; 2024 outcomes show operational strength translating to above-target cash bonus for Pinard .
- Retention risk appears contained: auto-renewing employment agreement through 2025, competitive cash/equity mix, quarterly vesting of LTIP units, and double-trigger CoC provisions reduce flight risk; quantified severance/change-of-control economics provide transparency .
- Trading signals: Absence of options and anti-pledging/hedging policy limit mechanical selling drivers; monitor PSU settlement windows and quarterly LTIP vesting dates for potential discretionary sales once units vest .
- Governance quality: High say-on-pay support, clawback adoption, and strict ownership guidelines suggest robust oversight; compensation increases in 2024 were market-alignment oriented while maintaining performance-heavy pay mix .