Virgis W. Colbert
About Virgis W. Colbert
Independent director of STAG Industrial since 2014; age 85. Retired EVP of Worldwide Operations at Miller Brewing (1997–2005) with prior senior operations roles (1993–1997) and earlier manufacturing leadership at Chrysler; currently Senior Advisor to MolsonCoors LLC. Holds a B.S. from Central Michigan University and honorary doctorates from Fisk University (2005) and Kentucky State University (2001) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Miller Brewing Company | EVP, Worldwide Operations | 1997–2005 | Led plant operations, brewing/R&D quality, engineering, procurement, planning, logistics |
| Miller Brewing Company | SVP, Operations | 1993–1997 | Operations leadership across U.S. footprint |
| Chrysler Corporation | General Superintendent of Manufacturing (Toledo) | Pre-1979 | Manufacturing oversight before joining Miller |
| Miller Brewing/Milwaukee Container | Production/Plant Manager; Director of Can/Container Manufacturing | 1981–1990s | Progressively senior manufacturing roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Drive Shack, Inc. (public until 2023) | Director | 2019–2023 | Audit committee member (historical company materials) |
| Lorillard, Inc. | Director; Lead Director | 2008–2015; Lead Director 2013–2015 | |
| The Hillshire Brands Company (Sara Lee Corp.) | Director | 2006–2013 | |
| Bank of America Corp. | Director | 2008–2013 | |
| Merrill Lynch & Co., Inc. | Director | 2006–2008 | |
| Stanley Black & Decker | Director | 2003–2012 | |
| The Manitowoc Company, Inc. | Director | 2002–2012 | |
| Nasdaq U.S. Exchanges | Director (U.S. exchange boards) | Announced 2021 | Listed among directors by Nasdaq |
| Hutchins Center, Harvard University | Board Member | Since 2013 | Academic/non-profit governance |
Board Governance
- Independence: STAG’s Board determined Colbert is independent under NYSE rules; Board has majority independence (9 of 11 directors in 2025) .
- Committees: Member—Compensation; Nominating and Corporate Governance; not a committee chair .
- Attendance/Engagement: In 2024, Board held 5 meetings; each director attended ≥75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting. Independent directors met in executive session quarterly; Compensation Committee held 3 executive sessions; Nominating & Corporate Governance held 2 .
- Governance processes: Annual Board and committee self-evaluations assisted by outside counsel; robust stock ownership guidelines; anti-hedging/anti-pledging; compensation clawback policy (executives) .
Fixed Compensation
| Year | Fees Earned (Cash or Stock-in-lieu) | Equity Grant (LTIP units) | Total |
|---|---|---|---|
| 2024 | $65,000 (elected to receive in common stock; 1,792 shares) | $119,991 (3,243 LTIP units; grant date 1/8/2024 at $37.00 fair value) | $184,991 |
- Program structure (non-management directors): Annual cash fee $65,000; annual equity $120,000; additional chair retainers (Audit $25k, Compensation $20k, Nominating & Corporate Governance $17.5k). All independent directors elected stock-in-lieu of cash fees in 2024, strengthening alignment .
Performance Compensation
Directors do not receive performance-based pay; equity grants (LTIP units) are time-vested and intended to align interests through ownership . As a Compensation Committee member, Colbert oversees executive pay-for-performance metrics. 2024 company performance metrics/outcomes:
| Metric (Weight CEO/Other NEOs) | Threshold | Target | Maximum | 2024 Actual | Points Earned (CEO/Other NEOs) |
|---|---|---|---|---|---|
| Core FFO per Share (50%/50%) | $2.36 | $2.38 | $2.40 | $2.40 | 93.8/75.0 |
| Acquisition Volume (10%/10%) | $400M | $600M | $800M | $821.1M | 18.8/15.0 |
| Net Debt to Run Rate Adjusted EBITDAre (10%/10%) | 5.50x | 5.25x | 5.00x | 5.20x | 13.8/11.0 |
| Same Store Cash NOI Growth (10%/10%) | 4.75% | 5.00% | 5.25% | 5.80% | 18.8/15.0 |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Drive Shack, Inc. | Public (until 2023) | Director | No identified STAG transactional overlap disclosed |
| Lorillard, Hillshire/Sara Lee, Bank of America, Merrill Lynch, Stanley Black & Decker, Manitowoc | Public | Director (various) | Historical roles; no STAG-related transactions disclosed |
| Nasdaq U.S. Exchanges | Exchange boards | Director | Regulatory/exchange oversight; not a STAG customer/supplier |
| Hutchins Center (Harvard) | Non-profit | Board Member | Non-profit; no transactional conflict |
Related-party/transactions oversight: STAG’s policy requires Nominating & Corporate Governance Committee approval of any related-party transactions; no Colbert-specific related-party transactions disclosed in the proxy .
Expertise & Qualifications
- Industrial operations, logistics, plant management, procurement, engineering, and supply chain—skills relevant to STAG’s tenant base and operational oversight .
- Broad public company governance, including lead director experience; risk management and strategic planning capabilities .
- Education: B.S. Central Michigan University; honorary doctorates from Fisk and Kentucky State University .
Equity Ownership
| As-of Date | Beneficial Ownership (Shares & Units) | % of Shares Outstanding | LTIP Units (Total) | Unvested LTIP Units |
|---|---|---|---|---|
| Dec 31, 2024 | Aggregate LTIP units held 12,712; Unvested 3,243 | n/a | 12,712 | 3,243 |
| Mar 3, 2025 (record date) | 36,879 (shares & units) | * (<1%) | 16,524 (LTIP units included in beneficial tally) | n/a |
Notes:
- No pledging: “None of the directors or named executive officers has pledged shares as collateral.” Anti-hedging/anti-pledging policies in place .
- Ownership guidelines: Non-management directors must hold ≥5x base salary; all directors in compliance as of proxy date .
Insider Trades (Form 4)
Recent reported transactions (awards/quarterly stock, LTIP units):
Source: Insider-trades skill (Form 4 data; URLs link to SEC filings).
Governance Assessment
- Alignment: Colbert’s compensation is modest, with equity grants and election to receive fees in stock, supporting skin-in-the-game; he complies with stringent director ownership guidelines (≥5x base salary) .
- Independence and oversight quality: Independent status, service on Compensation and Nominating & Corporate Governance Committees, and participation in regular executive sessions enhance board effectiveness .
- Attendance: Board met five times in 2024; directors met the ≥75% attendance threshold and attended the annual meeting, supporting engagement though not disclosing individual >95% attendance .
- Conflicts/related-party risk: No Colbert-related transactions disclosed; company policies prohibit hedging/pledging and require committee approval of related-party transactions; none reported against him—no RED FLAG observed here .
- Pay-for-performance oversight: As a Compensation Committee member, he oversees a program tied to Core FFO/share, leverage, acquisition volume, and same-store NOI growth—metrics achieved at or above target/max in 2024, consistent with strong governance of incentive design .
RED FLAGS
- None identified in disclosures: no pledging, no related-party transactions, no hedging; not a chair of committees affecting pay or audit; attendance met governance threshold .