Vicki Lundy Wilbon
About Vicki Lundy Wilbon
Vicki Lundy Wilbon (age 63) is an independent director of STAG, serving since 2024 and currently sits on the Investment Committee . She is Executive Vice President at The Integral Group LLC, a real estate development firm, and has been a Principal since 2003; since 2021 she has served as President of Real Estate Development and Management at Integral . She holds a Bachelor of Science degree from Purdue University . The Board has affirmatively determined she is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various companies (prior to Integral) | Real estate construction and development roles | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reinvestment Fund | Director | Current (not dated) | Not disclosed |
Board Governance
- Independence: The Board determined Wilbon meets NYSE independence standards; 9 of 11 directors are independent .
- Committee assignments: Investment Committee member; not a chair. Investment Committee approves acquisitions/dispositions >$75M and up to $200M and development projects >$25M and up to $200M; >$200M requires full Board approval .
- Attendance and engagement: In 2024, the Board held 5 meetings; each director attended at least 75% of Board and committee meetings, and all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors met in executive session four times in 2024; Audit four times; Compensation three; Nominating and Corporate Governance two .
- Governance practices: Majority voting standard with resignation policy; independent Chair; robust stock ownership guidelines; anti-hedging/anti-pledging; Clawback Policy; annual Board/committee self-evaluations assisted by outside counsel .
Fixed Compensation
| Position | Annual Cash Fee ($) | Annual Equity Grant ($) | Notes |
|---|---|---|---|
| Non-Management Director | 65,000 | 120,000 | Directors may elect fees in stock; all independent directors elected stock in 2024 |
| Independent Chairman of the Board | 75,000 | — | Additional cash |
| Lead Independent Director | 25,000 | — | Additional cash |
| Audit Committee Chair | 25,000 | — | Additional cash |
| Compensation Committee Chair | 20,000 | — | Additional cash |
| Nominating & Corporate Governance Chair | 17,500 | — | Additional cash |
| Director | Fees Earned ($) | Stock Awards ($) | Total ($) | Shares Issued in Lieu of Cash (Count) | LTIP Units Granted (Grant Date, Count, Fair Value) |
|---|---|---|---|---|---|
| Vicki Lundy Wilbon | 32,500 | 59,995 | 92,495 | 908 | Initial grant: Jul 1, 2024, 1,775 units, $33.80 fv |
- LTIP units for directors: Annual LTIP units vest on January 1 of the following year; LTIP units are “profits interests” convertible into common units upon accretion and may then be redeemed for common stock or cash .
Performance Compensation
- Directors’ compensation: No performance-linked cash bonus or option awards disclosed for non-management directors; director equity grants are time-based LTIP units rather than performance units .
- Executive pay context (for governance signal): Say-on-pay support was ~97.4% at the 2024 annual meeting .
Other Directorships & Interlocks
| Company | Role | Public/Private | Potential Interlock with STAG |
|---|---|---|---|
| Reinvestment Fund | Director | Non-profit/private | None disclosed |
Expertise & Qualifications
- Real estate development, finance, and urban revitalization: Senior leadership across mixed-use, transit-oriented, multi-family, and senior housing development; corporate policy and strategic goal management at Integral .
- Strategic planning and risk oversight: Board skills matrix shows strong emphasis on strategic planning across the Board; Wilbon contributes real estate development/finance expertise .
Equity Ownership
| Metric | As of Date | Amount | Notes |
|---|---|---|---|
| Total beneficial ownership (shares and units) | Mar 3, 2025 | 6,495 | Includes LTIP/common units; percent not disclosed |
| LTIP units held | Mar 3, 2025 | 5,587 | As defined in footnote (8) |
| Unvested LTIP units | Dec 31, 2024 | 1,775 | Initial director grant on Jul 1, 2024 |
| Shares received in lieu of cash fees (2024) | 2024 | 908 | All independent directors elected stock |
| Shares pledged as collateral | Mar 3, 2025 | None | Insider Trading Policy prohibits pledging |
| Ownership guideline compliance | 2025 proxy | In compliance (5x base salary for directors) | All directors in compliance |
Governance Assessment
- Board effectiveness: Wilbon is an independent director with relevant real estate development and finance expertise, adding depth to investment decision oversight; she serves on the Investment Committee that approves large transactions within defined thresholds, supporting disciplined capital allocation .
- Independence, attendance, and engagement: Independence affirmed; attendance met minimum thresholds with full participation in the 2024 annual meeting; robust executive session cadence indicates active oversight culture .
- Compensation and alignment: Director pay mixes fixed cash and time-based LTIP units, with directors commonly electing stock-settled fees, aligning with shareholder interests; ownership guidelines require 5x base salary and Wilbon (and all directors) are currently compliant .
- Potential conflicts and related-party exposure: Wilbon’s executive role at Integral (real estate development) is a potential area to monitor given STAG’s acquisition/development activities; however, she is classified as independent, there are anti-conflict policies and related-party approval procedures, and no related-party transactions involving Wilbon are disclosed in the proxy .
- Investor confidence signals: Strong say-on-pay support (~97.4% in 2024); diverse, majority-independent Board with financial experts on Audit; anti-hedging/anti-pledging and a Clawback Policy enhance governance rigor .
- RED FLAGS: None disclosed specific to Wilbon (no pledging; no related-party transactions noted; attendance above minimum). Maintain surveillance for any future transactions involving Integral or entities where Wilbon may have interests, consistent with the company’s related-party policy .
Summary: Wilbon’s real estate development background and Investment Committee role strengthen oversight of capital deployment; independence and alignment policies mitigate conflict risks, with current disclosures supportive of investor confidence .