Michael C. Chase
About Michael C. Chase
Michael C. Chase, age 52, is Executive Vice President and Chief Investment Officer (CIO) of STAG Industrial; he has served as CIO since 2020, EVP since July 2022, and previously as Senior Vice President from 2011–2022. He joined STAG’s predecessor in 2003 and has led acquisitions, underwriting, and deal execution across large U.S. territories; he holds a B.S. from the University of Vermont . Company performance context for incentive alignment: 2024 revenue $767.4M (+8.4% YoY), FFO $458.7M (+8.9%), NOI $612.6M (+7.8%), occupancy 96.5% and 97.3% (total vs. operating portfolio), cumulative 2020–2024 TSR 32.3% (outperforming MSCI US REIT Index) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| STAG Capital Partners, LLC (predecessor) | Managing Director | 2003–2011 | Managed acquisition team; sourcing, underwriting, negotiating, closing across ~half the country |
| Paradigm Properties | Vice President, Acquisitions | 1999–2002 | Originated, underwrote, analyzed, and closed new investments |
External Roles
No external public-company board roles disclosed for Mr. Chase .
Fixed Compensation
Multi-year compensation summary (grant-date fair value for stock awards):
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $375,000 | $400,000 |
| Stock Awards ($, LTIP+PSU grant-date) | $1,031,244 | $1,099,986 |
| Non-Equity Incentive Plan Compensation ($) | $499,916 | $576,000 |
| All Other Compensation ($) | $42,236 | $44,062 |
| Total ($) | $1,948,396 | $2,120,048 |
2024 annual cash incentive opportunity (formulaic ranges):
| Component | Threshold ($) | Target ($) | Maximum ($) |
|---|---|---|---|
| Annual Cash Incentive Bonus | $200,000 | $400,000 | $600,000 |
Performance Compensation
2024 annual cash incentive structure: 80% company metrics and 20% individual goals. Company metrics and outcomes:
| Metric | Weight | Threshold | Target | Max | Actual | Payout (Other NEOs pts) |
|---|---|---|---|---|---|---|
| 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 / 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 |
| Subtotal (Company) | — | — | — | — | — | 116.0 |
| Individual Goals (Chase) | 20% | — | — | — | — | 28.0 |
| Total Points (Chase) | — | — | — | — | — | 144.0 |
2024 equity grants and design (long-term alignment):
- LTIP Units: 10,405 units, grant-date fair value $384,985; vest quarterly in equal installments over four years starting March 31, 2024 .
- Performance Units (TSR-based, 3-year period): Target 16,100 units, grant-date fair value $715,001; 50% vs. industry peers (0–200%), 50% vs. MSCI US REIT Index (0–300% but >100% requires ≥25% absolute TSR); immediate vesting upon settlement at period end .
Say-on-pay support and equity structure safeguards:
- 2024 say-on-pay approval ~97.4% .
- Program features include multi-metric goals, capped bonuses, positive absolute TSR gate for part of PSU award, anti-repricing, minimum one-year vesting for options/SARs, independent consultant, robust ownership guidelines, clawback, and anti-hedging/anti-pledging policies .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 96,015 shares and units (includes common stock, common units, LTIP units) |
| LTIP units included | 86,593 LTIP units (not all vested) |
| Ownership % of common shares outstanding | ~0.051% (96,015 ÷ 186,618,130), derived from disclosed counts |
| Stock ownership guidelines | Executives: 3x base salary; all executives and directors in compliance as of proxy date |
| Hedging/pledging | Prohibited for officers and directors under Insider Trading Policy |
| Clawback policy | NYSE-compliant recovery of incentive-based compensation upon required restatement |
| Options outstanding | None; no option awards outstanding as of 12/31/2024 |
Employment Terms
| Term | Provision |
|---|---|
| Agreement term | Current term for Mr. Chase expires Dec 31, 2025; auto-renews annually unless either party gives ≥60 days’ notice |
| Base salary & bonus eligibility | Salary determined by Compensation Committee; annual discretionary bonus per program terms |
| Severance (without cause / good reason) | Lump sum = 2× (current base salary + most recent bonus) + pro rata current-year bonus; 18 months of COBRA premiums; immediate vesting of time-based equity (performance awards as specified) |
| Change-of-control (double trigger via non-renewal within 12 months) | Same severance as above; vesting per award agreements; PSU measuring period ends at CoC and is settled per TSR |
| Non-compete | 12 months post-termination (not applicable if terminated without cause, non-renewal, or resignation for good reason) |
| Tax gross-up | None for 280G; no excise tax gross-ups in agreements |
| Commuting/parking allowance | Eligible for reasonable monthly allowance |
Termination value illustration (as of 12/31/2024):
| Scenario | Cash Payment ($) | Accelerated Vesting ($) | Total ($) |
|---|---|---|---|
| Termination without cause / good reason | 1,424,908 | 1,351,008 | 2,775,916 |
| Change-of-control (vesting acceleration) | — | 1,975,460 | 1,975,460 |
| Death or disability | 624,908 | 1,351,008 | 1,975,916 |
Retirement vesting program: “Rule of 70” eligibility requires ≥10 years of service and age ≥55; time-based awards fully vest, performance awards prorated upon qualifying retirement with release/non-compete conditions . Mr. Chase is age 52 (not yet eligible) .
Vesting Schedules and Trading Dynamics
2024 actual vesting/issuance (units and realized value):
| Date | Closing Price ($) | Units Vested/Issued | Value Realized ($) |
|---|---|---|---|
| Jan 8, 2024 (2021 PSU settlement → LTIP units) | 38.99 | 13,455 | 524,610 |
| Mar 31, 2024 (LTIP quarterly) | 38.44 | 2,053 | 78,917 |
| Jun 30, 2024 (LTIP quarterly) | 36.06 | 2,054 | 74,067 |
| Sep 30, 2024 (LTIP quarterly) | 39.09 | 2,053 | 80,252 |
| Dec 31, 2024 (LTIP quarterly) | 33.82 | 2,053 | 69,432 |
Insider reporting note: One late Section 16(a) report was noted for Mr. Chase regarding a disposition of common stock on Feb 16, 2024 (filed Jan 10, 2025) . Anti-hedging/anti-pledging policy limits potential leverage-related selling pressure .
Investment Implications
- Pay-for-performance alignment: Mr. Chase’s 2024 bonus (144% of base) reflected maximum Core FFO/share and acquisition volume, target leverage, and above-max same-store cash NOI growth; equity mix emphasizes 3-year relative/absolute TSR and 4-year LTIP vesting, reinforcing long-term alignment .
- Retention risk and severance economics: Double-trigger CoC construct and 2× cash severance for other NEOs (including Chase), plus accelerated vesting of time-based equity, provide continuity but could be viewed as moderate retention insurance; no 280G gross-ups reduce governance risk .
- Ownership and pledging: Beneficial ownership is modest and includes substantial unvested LTIPs; strict anti-hedging/anti-pledging and 3× salary ownership guidelines (in compliance) mitigate misalignment and collateral risk .
- Trading signals: Quarterly LTIP vesting and occasional PSU settlements create predictable supply; one noted late Form 4 for a 2024 disposition merits monitoring but is not, by itself, indicative of sustained selling pressure .
- Program quality: Strong say-on-pay support (~97.4%), clawback policy, capped bonuses, multi-metric design and TSR gates point to robust governance and incentive efficacy .