Steven T. Kimball
About Steven T. Kimball
Executive Vice President—Real Estate Operations at STAG Industrial since March 2023; age 58; B.S. University of Vermont and MBA University of Colorado Boulder. Prior roles include PGIM Real Estate Executive Director (2021–2023) overseeing Northeastern industrial portfolio asset management and JV developments, and Prologis leadership (1995–2021) as Head of Operations, East Region and Chicago Regional Manager, with earlier roles in financial and insurance firms focused on real estate assets . Company performance under the current program: 2024 revenue $767.4M (+8.4% YoY), FFO $458.7M (+8.9%), NOI $612.6M (+7.8%), occupancy 96.5%, cumulative 2020–2024 TSR +32.3% (outperforming MSCI US REIT Index), and 2024 say‑on‑pay approval 97.4% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PGIM Real Estate | Executive Director | 2021–2023 | Oversaw asset management of Northeastern industrial portfolio, including active JV development projects |
| Prologis, Inc. (formerly AMB Property Corporation) | Managing Director/SVP, Head of Operations—East Region; SVP Regional Manager—Chicago | 2000–2021 | Led East Region operations and Chicago portfolio, driving operational performance and tenant outcomes |
| Financial/Insurance firms | Various roles involving real estate assets | Pre‑1995 | Real estate asset roles in finance/insurance prior to AMB/Prologis |
External Roles
No external board or public company directorships disclosed for Kimball .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $375,000 | $375,000 |
| All Other Compensation ($) | $15,969 | $32,536 |
| All Other Compensation – Insurance Premiums ($) | $— | $22,144 |
| All Other Compensation – 401(k) Matching ($) | $— | $10,350 |
| All Other Compensation – Commuting/Parking ($) | $— | $42 |
| Pension Plan | None (company does not have pension plans) |
Performance Compensation
Annual Cash Incentive (2024 structure and outcome)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout Points (Other NEOs) |
|---|---|---|---|---|---|---|
| Core FFO per Share ($) | 50% | $2.36 | $2.38 | $2.40 | $2.40 (Max) | 75.0 |
| Acquisition Volume ($MM) | 10% | $400 | $600 | $800 | $821.1 (Max) | 15.0 |
| Net Debt / Run Rate Adj. EBITDAre (x) | 10% | 5.50x | 5.25x | 5.00x | 5.20x (Target) | 11.0 |
| Same Store Cash NOI Growth (%) | 10% | 4.75% | 5.00% | 5.25% | 5.80% (Max) | 15.0 |
| Individual Performance | 20% | Assessed | Assessed | Assessed | Departmental goals/initiatives | 25.0 |
| Total Points | — | — | — | — | — | 141.0 |
| Bonus Paid ($) | — | — | — | — | — | $528,750 |
Notes: Company performance goals accounted for 80% of bonus; individual goals accounted for 20%. Kimball’s total percentage points of 141% delivered a bonus of $528,750 on a $375,000 base salary .
Long-Term Equity Incentives (granted January 8, 2024)
| Award Type | Units | Grant-Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|
| LTIP Units | 8,868 | $328,116 | Time-based; vests quarterly over four years starting March 31, 2024 |
| Performance Units (Target) | 13,722 | $609,394 | 3-year TSR vs industry peer group (50%) and MSCI US REIT Index (50%); MSCI leg above target requires ≥25% absolute TSR; payouts 0–250% of target; vest on settlement |
Program context: 2022 cycle settled at 106% of target based on TSR percentiles (size-based peer 49th; industry peer 79th; MSCI 39th; with absolute TSR condition limiting MSCI leg) .
2024 Quarterly LTIP Vesting Activity (realized)
| Vesting Date | Closing Price ($) | Shares Acquired on Vesting | Value Realized ($) |
|---|---|---|---|
| March 31, 2024 | $38.44 | 1,763 | $67,770 |
| June 30, 2024 | $36.06 | 1,764 | $63,610 |
| September 30, 2024 | $39.09 | 1,763 | $68,916 |
| December 31, 2024 | $33.82 | 1,764 | $59,658 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 40,026 shares/units; <1% of outstanding |
| Unvested LTIP Units (12/31/24) | 16,323 |
| Unearned Performance Units at Target (12/31/24) | 28,346 |
| Options Outstanding | None |
| Stock Ownership Guidelines | 3x base salary for other executive officers; all executives in compliance |
| Hedging & Pledging | Prohibited by Insider Trading Policy |
Employment Terms
| Term | Detail |
|---|---|
| Current Role Start | Executive Vice President—Real Estate Operations since March 2023 |
| Employment Agreement Term | Expires Dec 31, 2025; auto-renews annually unless 60‑day non‑renewal notice |
| Severance (No Cause / Good Reason) | Lump-sum 2x (base salary + most recent annual bonus), prorated bonus, 18 months health premiums, immediate vesting of time-based awards; performance units prorated |
| Change-of-Control Treatment | Double-trigger severance; acceleration of LTIP vesting; performance units measured and paid at change-of-control without proration |
| Non-Compete | 12 months post-termination, except if terminated without cause, non-renewal, or for good reason |
| Clawback Policy | NYSE-compliant recovery of incentive-based compensation upon required accounting restatement; effective Nov 1, 2023 |
| Tax Gross-ups | None for change-of-control payments |
| Commuting/Parking Allowance | Eligible; reflected in All Other Compensation |
Kimball – Modeled Termination/CoC Economics (as of 12/31/24)
| Scenario | Cash Payment ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|
| Termination without cause / Good reason | $1,311,966 | $1,199,156 | $2,511,122 |
| Change of Control (acceleration) | $— | $1,752,891 | $1,752,891 |
| Non-renewal within 12 months post-CoC | $1,311,966 | $1,199,156 | $2,511,122 |
| Death/Disability | $561,966 | $1,199,156 | $1,761,122 |
(Equity values based on $33.82 closing price; acceleration rules per award agreements) .
Compensation Structure Analysis
- Pay mix is predominantly variable: 2024 included $937,510 in stock awards (LTIP + performance units) and $528,750 in performance-based bonus against $375,000 base salary, consistent with “less than 25%” base pay philosophy and heavy equity alignment .
- Annual incentive metrics anchored to Core FFO/share, acquisition volume, leverage (Net Debt/Run Rate Adj. EBITDAre), and same-store Cash NOI growth; 2024 results were at/above target thresholds (three max, one target), driving an above-target bonus outcome (141% of salary) .
- Long-term incentive program uses relative TSR with an absolute TSR gate on half the award; 2022 cycle paid modestly above target (106%), reflecting peer outperformance despite negative absolute TSR, aligning realized pay with shareholder outcomes .
- Equity grant timing standardized (early January) and no regular stock option grants—reduces perceived timing risk and option repricing concerns; repricing requires shareholder approval and is not practiced .
Performance & Track Record
- 2024 operational backdrop: revenue $767.4M (+8.4% YoY), FFO $458.7M (+8.9%), NOI $612.6M (+7.8%), occupancy 96.5% (operating portfolio 97.3%); acquisition volume $710.3M and sales $130.2M .
- Company TSR: +32.3% (2020–2024), +69.5% (7-year), −20.2% (3-year), −10.4% (1-year), with 2024 TSR percentile ~73rd vs industry peers and ~21st vs MSCI US REIT Index .
- Individual 2024 goals for Kimball emphasized portfolio operations (occupancy, rent growth), repositioning/dispositions, property management initiatives, and contributions to development—assessed at 25.0 points (out of 30.0 max) in the bonus framework .
Risk Indicators & Red Flags
- Hedging and pledging prohibited via Insider Trading Policy, reducing misalignment risk .
- No excise tax gross-ups; severance structured with double-trigger CoC and prorated performance awards on qualifying terminations .
- Clawback compliant with NYSE listing standards; no regular stock option grants or repricing without shareholder approval .
Equity Ownership & Pledging
| Measure | Value |
|---|---|
| Beneficial Ownership (3/3/2025) | 40,026; <1% of shares outstanding |
| Shares/Units as % FD outstanding | <1% (group total 1.1%) |
| Pledging/Hedging | Prohibited |
| Ownership Guideline | 3x base salary; executives compliant |
Employment Agreements & Change-of-Control
- Agreement term through Dec 31, 2025; auto-renew; non-compete 12 months except specified cases .
- Severance: 2x (salary + last bonus), prorated bonus, benefits continuation, time-based acceleration; performance units prorated (death/disability or qualifying termination) or measured at CoC without proration .
- As of 12/31/24, modeled economics shown above, with LTIP and performance unit values at $33.82 .
Investment Implications
- Incentive alignment: A high share of compensation in performance units tied to relative TSR and a bonus plan grounded in Core FFO, leverage, same-store NOI, and acquisition volume supports durable alignment with REIT value drivers; 2024 outcomes at/above targets reinforce execution strength .
- Retention risk moderate: Annual LTIP vesting cadence (quarterly over four years) and double-trigger CoC protections, plus material unvested equity (16,323 LTIPs; performance units in flight), suggest meaningful retention hooks; modeled severance provides stability without gross-ups .
- Insider selling pressure: Quarterly LTIP vesting creates predictable supply but realized values are modest per quarter (e.g., $59.7K–$68.9K in 2H’24), limiting abrupt selling pressure; hedging/pledging prohibitions further mitigate overhang risk .
- Governance quality: Strong say‑on‑pay support (97.4%), robust ownership guidelines, anti-hedging/pledging and clawback policies indicate low governance risk around pay practices .