Michelle S. Dilley
About Michelle S. Dilley
Independent director (age 53) serving on STAG’s Board since 2018. She is Chief Executive Officer of Awesome Leaders, NFP (AWESOME), the leading supply chain industry organization for advancing women (CEO since July 2020). Prior roles include COO and Chief Supply Chain Transformation Officer at DSC Logistics (2017–2020), SVP Operations at LaSalle Bristol (2014–2017), VP Supply Chain at Ascension Health (2009–2014), and leadership posts at Whirlpool (including GM, global indirect sourcing, 2005–2009). Education: B.A., University of Michigan. Core credentials: supply chain management, operations, strategic implementation, and diversity initiatives in the supply chain industry .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DSC Logistics, Inc. | Chief Operating Officer; Chief Supply Chain Transformation Officer | 2017–2020 | Led vision for operating platform; implemented strategic initiatives; responsible for logistics center network and packaging operations across North America |
| LaSalle Bristol, LP | Senior Vice President, Operations | 2014–2017 | Accountable for supply chain operations and transportation U.S./Canada |
| Ascension Health | Vice President, Supply Chain | 2009–2014 | Led supply chain business transformation and operational redesign |
| Whirlpool Corporation | Various roles incl. GM, Global Indirect Goods & Services Sourcing | 2005–2009 (among broader tenure) | Managed sourcing; early career foundation in operations and supply chain |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Awesome Leaders, NFP (AWESOME) | Chief Executive Officer | July 2020–Present | Premier supply chain leadership organization; focus on advancing women and transforming future of supply chain leadership |
Board Governance
| Item | Detail |
|---|---|
| Board independence | Independent director; Board majority independent (9 of 11); all members of key committees are independent |
| Committees | Compensation (Member); Nominating & Corporate Governance (Chair) |
| 2024 meeting attendance | Board held 5 meetings; each director attended ≥75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting |
| Committee activity (2024) | Compensation Committee met 6 times; Nominating & Corporate Governance Committee met 2 times; both held executive sessions without management (Comp: 3; Nom/Gov: 2) |
| Nom/Gov remit (chair oversight) | Oversees director nominations, Board/committee evaluations (with outside counsel interviews), governance policies, and sustainability oversight/reporting |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned | $65,000 | Dilley elected to receive fees in shares; 1,792 shares issued for 2024 fees (10-day average price method) |
| Stock Awards (LTIP units) | $119,991 | Annual director grant; 3,243 LTIP units granted on Jan 8, 2024 (grant date fair value $37.00) |
| Total (2024) | $184,991 | Aggregate director pay (cash-equivalents + equity) |
| Unvested LTIP units (12/31/2024) | 3,243 | Annual grant unvested at year-end; time-based vesting to Jan 1 following year |
Fee schedule context (signals for future years):
- Base annual director retainer $65,000; Nominating & Corporate Governance Chair fee $17,500; equity grant $120,000; independent Chairman $75,000; Lead Independent Director $25,000. All directors may elect stock in lieu of cash; in 2024 all independent directors chose stock for fees .
Performance Compensation
- None disclosed for directors; annual director equity grants are time-based LTIP units with service-based vesting, not performance-conditioned awards .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Dilley |
| Private/non-profit boards | CEO of Awesome Leaders, NFP (AWESOME) |
| Interlocks/conflicts | None disclosed; STAG policy requires prior consultation/notification for outside boards and governs related-party transactions via Nom/Gov review |
Expertise & Qualifications
- Significant supply chain, finance, and operational experience; development and implementation of strategic initiatives; diversity leadership in the supply chain industry .
- Board contributes to oversight of governance and sustainability; Dilley chairs the committee responsible for nomination, evaluations, and sustainability oversight/reporting .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of 3/3/2025) | 38,918 shares and units; includes 27,675 LTIP units (not all vested) |
| Ownership % of shares outstanding | <1% (asterisked in proxy table) |
| Unvested LTIP units (12/31/2024) | 3,243 |
| Director fees taken in stock (2024) | 1,792 shares issued in lieu of cash fees |
| Ownership guidelines | Non-management directors: 5x base salary; newly appointed have up to 5 years to comply; all executive officers and non-management directors are in compliance |
| Hedging/pledging | Prohibited under Insider Trading Policy; anti-hedging/anti-pledging enforced |
Governance Assessment
- Committee leadership: As Chair of Nominating & Corporate Governance, Dilley oversees Board refreshment, annual evaluations (outside counsel interviews), and sustainability oversight—supportive of Board effectiveness and transparency .
- Independence and engagement: Independent status affirmed; 2024 attendance thresholds met; executive sessions held across Board and committees .
- Alignment signals: Directors elected stock in lieu of cash fees; robust stock ownership guidelines; anti-hedging/pledging policies enhance alignment and risk controls .
- Compensation committee practices: Committee comprised of independent directors; uses independent consultant (Ferguson Partners); no interlocks; annual risk assessment of comp practices .
- Shareholder sentiment: Say‑on‑pay approval ~97.4% at 2024 meeting—positive indicator of investor confidence in governance and pay practices .
- Related parties and compliance: Related party transactions subject to Nom/Gov approval; Section 16(a) compliance noted with no delinquent filings reported for Dilley; no director‑specific related‑party transactions disclosed .
RED FLAGS: None identified for Dilley. No pledging/hedging, no related‑party transactions disclosed, independent status, and equity‑aligned fee elections are positives .