William R. Crooker
About William R. Crooker
- President, CEO, and Director of STAG Industrial since 2022; President since 2021; prior roles include CFO & Treasurer (2016–2022), EVP (2016–2021), Chief Accounting Officer (2011–2016), and SVP Capital Markets (2015–2016). Age 45; CPA; B.S. from Bentley University. Board service includes Director since 2022 and Chair of the Investment Committee. The Board is majority independent with an independent Chairman.
- Company performance under his leadership: 2024 revenue $767.4M (+8.4% YoY); FFO $458.7M (+8.9% YoY); NOI $612.6M (+7.8% YoY); portfolio occupancy 96.5% (operating portfolio 97.3%). Five-year cumulative TSR 32.3%, outperforming MSCI US REIT; 2024 TSR ranked ~73rd percentile vs industry peers and ~21st vs MSCI US REIT Index.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| STAG Industrial, Inc. | Chief Executive Officer; Director | 2022–present | Leadership of growth, capital allocation; Board oversight as Investment Committee Chair |
| STAG Industrial, Inc. | President | 2021–present | Day-to-day operations oversight |
| STAG Industrial, Inc. | CFO & Treasurer | 2016–2022 | Balance sheet, liquidity, capital markets |
| STAG Industrial, Inc. | Executive Vice President | 2016–2021 | Senior leadership across finance/operations |
| STAG Industrial, Inc. | Chief Accounting Officer | 2011–2016 | Financial reporting and controls |
| STAG Industrial, Inc. | SVP, Capital Markets | 2015–2016 | Funding and investor outreach |
| STAG Capital Partners, LLC (predecessor) | Chief Accounting Officer | 2010–2011 | Pre-IPO platform finance leadership |
| KPMG LLP | Real Estate Practice (Senior Manager) | 2002–2010 | REIT audit/Advisory for public REITs |
External Roles
- No current public company directorships disclosed. Prior employer: KPMG LLP (2002–2010).
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (USD) | $550,000 | $675,000 | $750,000 |
| Commentary | — | — | 2024 base salary was ~11% higher vs 2023; CEO base salary was 14% of total comp (86% at-risk). |
Performance Compensation
- Annual Cash Incentive (2024 structure): 80% Company goals, 20% individual goals; CEO payout potential 0–187.5% of salary. Actual 2024 CEO bonus: $1,331,250.
| 2024 Cash Bonus Metric | Weight | Threshold | Target | Maximum | Actual | CEO Payout Detail |
|---|---|---|---|---|---|---|
| Core FFO per Share | 50% | $2.36 | $2.38 | $2.40 | $2.40 (Max) | 93.8 pts |
| Acquisition Volume | 10% | $400M | $600M | $800M | $821.1M (Max) | 18.8 pts |
| Net Debt / Run-Rate Adj. EBITDAre | 10% | 5.50x | 5.25x | 5.00x | 5.20x (Target) | 13.8 pts |
| Same Store Cash NOI Growth | 10% | 4.75% | 5.00% | 5.25% | 5.80% (Max) | 18.8 pts |
| Individual Goals | 20% | — | — | — | Effective leadership and strategy execution | 32.3 pts |
| Total CEO Points | — | — | — | — | — | 177.5% (of salary) |
| 2024 CEO Cash Bonus | — | — | — | — | — | $1,331,250 |
- Long-Term Incentives: mix of time-based LTIP units (~35%) and 3-year TSR-based performance units (~65%).
| 2024 Equity Awards (Grant 1/8/2024) | Grant-Date Units | Grant-Date Value |
|---|---|---|
| LTIP Units (time-based) | 32,635 | $1,207,495 |
| Performance Units (target) | 50,495 | $2,242,483 |
| LTIP Vesting | — | Vests quarterly over 4 years, starting 3/31/2024 |
| PSU Design | — | 50% vs industry peer group; 50% vs MSCI US REIT; payouts 0–200% and 0–300% respectively; MSCI portion requires ≥25% absolute TSR for >100% payout; 3-year cliff vesting at settlement |
- Performance Unit Outcomes (history): 2019–2021: 193%; 2020–2022: 130%; 2021–2023: 192%; 2022–2024: 106% (slightly above target despite negative absolute TSR, reflecting relative outperformance).
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/3/2025) | 382,796 shares and OP/ LTIP units; percent of shares and of shares+units each “*” (below 1%). Includes LTIP units; not all vested. |
| Unvested LTIP Units (12/31/2024) | 39,113 unvested; multiple grants vesting quarterly over 4 years (2022, 2023, 2024 awards). |
| PSU Outstanding (12/31/2024) | 108,931 unearned/target PSUs outstanding (mix of 2023–2024 cycles). |
| Options | No options outstanding as of 12/31/2024. |
| Ownership Guidelines | CEO required to hold 6x base salary; company indicates all executives are in compliance. |
| Hedging & Pledging | Prohibited by policy; proxy notes none of officers/directors have pledged shares as collateral. |
| Director Pay | Executives do not receive additional pay for director service. |
Vesting cadence and implications:
- LTIP units vest quarterly over 4 years, providing ongoing retention hooks and potential periodic liquidity windows as tranches vest (no claim of sales implied).
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement Term | CEO agreement runs through July 1, 2026; auto-renews annually unless notice ≥60 days before term end. |
| Annual Bonus Target Range | Cash incentive opportunity scaled by points; CEO max 187.5% of salary (structure detailed above). |
| Severance (No Cause / Good Reason) | Pro rata bonus; lump sum cash = 3x (salary + most recent bonus); 18 months health benefits; immediate vesting of time-based equity (performance units generally pro rata); subject to release. |
| Change-in-Control (CIC) | Equity acceleration on CIC (single-trigger for equity per table); if notice of non-renewal within 12 months post-CIC, same cash/benefits as No Cause/Good Reason. |
| Non-Compete | 12 months post-termination, except if terminated without cause, for good reason, or non-renewal by company. |
| Clawback | Listed exchange-compliant recovery policy for incentive-based comp upon material restatement. |
Severance economics (as of 12/31/2024 assumption in proxy):
| Scenario | Cash Payment | Accelerated Equity | Total |
|---|---|---|---|
| Company termination without cause / CEO good reason | $3,630,158 | $3,861,771 | $7,491,929 |
| Accelerated vesting upon CIC (equity only) | — | $5,529,401 | $5,529,401 |
| Notice of non-renewal within 12 months post-CIC | $3,630,158 | $3,861,771 | $7,491,929 |
| Death or disability | $1,380,158 | $3,861,771 | $5,241,929 |
Board Governance
- Board composition and independence: 11 directors; 9 independent; independent Chairman; regular executive sessions; each director attended ≥75% of meetings in 2024.
- Crooker’s board roles: Director since 2022; Chair, Investment Committee (five members; three independent). Investment Committee approves large acquisitions/dispositions within defined thresholds.
- Dual-role implications: CEO is not Chairman (independent Chair mitigates concentration of power); however, CEO chairs the Investment Committee, central in capital allocation—balanced by independent majority on the committee and Board-level approval for very large transactions.
- Say-on-Pay: 97.4% approval at 2024 annual meeting, indicating strong investor support for executive pay practices.
Compensation Structure Analysis
- Cash vs equity mix: Approximately 86% of CEO 2024 pay was at-risk/performance-linked (heavy equity tilt), with base salary ~14% of total.
- Metric quality and rigor: Annual bonus tied to Core FFO/share (50%), Acquisition Volume (10%), leverage via Net Debt/Run-Rate Adj. EBITDAre (10%), and Same Store Cash NOI Growth (10%); 2024 outcomes were at or above target across all components, driving a 177.5% of salary bonus.
- Long-term design: PSUs based on relative TSR against an industry group and MSCI US REIT, with an absolute TSR gate for above-target payouts on the MSCI portion; historical PSU outcomes show variability (106% for 2022–2024, lower than earlier cycles), demonstrating sensitivity to market-relative performance.
- Governance safeguards: Prohibition on hedging/pledging; clawback; no option repricing without shareholder approval; no tax gross-ups on CIC; no pension plans.
Equity Ownership & Alignment (Detail)
| Ownership Metric | Value |
|---|---|
| Total beneficial ownership (3/3/2025) | 382,796 shares/units; percent “” of shares and “” of shares+units per proxy table (below 1%). |
| Vested vs unvested | 39,113 unvested LTIP units; 108,931 target/earned PSUs outstanding at year-end 2024. |
| Stock ownership guidelines | CEO 6x salary; all executives in compliance as of proxy. |
| Pledging/Hedging | Prohibited; none pledged. |
Employment Contracts & Change-of-Control Economics
| Term | Detail |
|---|---|
| Contract term/renewal | Through 7/1/2026 with annual auto-renewal unless timely notice. |
| Severance multiple | 3x (salary + last annual bonus) for CEO (double-trigger for cash post-CIC via non-renewal or termination); pro rata bonus; 18 months benefits. |
| Equity treatment | Time-based equity vests on qualifying separation; performance units generally pro rata; equity accelerates on CIC per award terms. |
| Restrictive covenants | 12-month non-compete (exceptions as noted). |
| Clawback | Restatement-triggered recovery aligned with NYSE rule. |
Performance & Track Record
| KPI (2024) | Result |
|---|---|
| Revenue | $767.4M (+8.4% YoY) |
| FFO | $458.7M (+8.9% YoY) |
| NOI | $612.6M (+7.8% YoY) |
| Net Income | $193.3M (–2.0% YoY; excluding gains, +12.5% YoY) |
| Occupancy | 96.5% total; 97.3% operating portfolio |
| Capital deployment | $710.3M acquisitions; 10 buildings sold for $130.2M |
| Liquidity | $623.1M liquidity YE2024; $1B revolver capacity |
| TSR | 5-year cumulative 32.3% (outperformed MSCI US REIT); 2024 percentile ~73rd vs industry peers |
Compensation Peer Group (Benchmarking)
- 2024 performance peer group used for PSUs (industry): Americold Realty Trust; EastGroup Properties; First Industrial Realty Trust; Innovative Industrial Properties; LXP Industrial Trust; Plymouth Industrial REIT; Prologis; Rexford Industrial Realty; Terreno Realty.
- Broader compensation benchmarking peers (for market comparisons) also considered (see proxy for full list).
Risk Indicators & Red Flags
- Hedging/pledging prohibited; no pledging by insiders disclosed.
- Clawback policy in place (NYSE-compliant).
- No tax gross-ups on change-of-control payments; no option repricing without shareholder approval; no pension plans.
- Equity acceleration upon CIC (single-trigger for equity per disclosure table) can be shareholder-sensitive; however, cash severance is effectively double-trigger via termination/non-renewal mechanics.
Investment Implications
- Alignment: High at-risk pay (86%), multi-metric annual bonus, and relative TSR PSUs with an absolute gate meaningfully align CEO incentives to FFO growth, prudent leverage, internal NOI growth, and multi-year shareholder returns. Strong say-on-pay (97.4%) suggests low governance friction.
- Retention vs. selling pressure: Quarterly vesting of LTIPs and multi-year PSUs create ongoing retention hooks; anti-pledging and ownership guidelines reduce misalignment risk. No options outstanding limits sudden in-the-money exercise pressure.
- Change-of-control: 3x salary+bonus cash protection and equity acceleration could bias toward transaction-neutrality or selective openness to value-accretive deals; single-trigger equity acceleration on CIC warrants monitoring from a shareholder optics standpoint.
- Execution risk: 2024 Company goals achieved at/above target (bonus at 177.5% of salary) while FFO/NOI grew mid-to-high single digits; maintaining acquisition discipline (Investment Committee chaired by CEO with independent majority) and balance sheet thresholds remains critical as cost of capital fluctuates.