UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 2, 2016

To our stockholders:

You are cordially invited to attend the 2016 annual meeting of the stockholders of STAG Industrial, Inc., a Maryland corporation, at the offices of DLA Piper LLP (US) at 33 Arch Street, 26th Floor, in Boston, Massachusetts, on May 2, 2016 at 10:00 a.m., local time.  At the meeting, stockholders will consider and vote on the following matters:

1.              the election of seven directors to hold office until our 2017 annual meeting of stockholders and until his successor has been duly elected and qualifies;

2.              the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2016; and

3.              the approval, by non-binding vote, of our executive compensation.

In addition, stockholders will consider and vote on such other business as may properly come before the annual meeting, including any adjournments or postponements of the meeting.

If you own shares of our common stock as of the close of business on March 4, 2016, you can vote those shares by proxy or at the meeting.

Pursuant to rules promulgated by the Securities and Exchange Commission, we are providing access to our proxy materials over the internet.  On or about March 21, 2016, we expect to mail our stockholders either (i) a copy of this proxy statement, the accompanying proxy card, our annual report and the notice of internet availability of proxy materials (the “Notice”) or (ii) the Notice only, each in connection with the solicitation of proxies by the board of directors for use at the annual meeting and any adjournments or postponements thereof.  If you received only the Notice by mail, you will not receive a printed copy of the proxy materials other than as described herein.  The Notice contains instructions for your use of this process, including how to access our proxy statement and annual report over the internet, how to authorize your proxy to vote online and how to request a paper copy of the proxy statement and annual report.

If you are unable to attend the meeting in person, it is very important that your shares be represented and voted at the annual meeting.  You may authorize your proxy to vote your shares over the internet as described in the Notice.  Alternatively, if you received a paper copy of the proxy card by mail, please complete, date, sign and promptly return the proxy card in the self-addressed stamped envelope provided.  You also may vote by telephone as described in your proxy card.  If you vote your shares over the internet, by mail or by telephone before the annual meeting, you may nevertheless revoke your proxy and cast your vote personally at the meeting.

Boston, Massachusetts

March 21, 2016

STAG INDUSTRIAL, INC.

2016 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

QUESTIONS AND ANSWERS

Q:                                   Why did I receive a notice of internet availability of proxy materials?

A:                                   The board of directors is soliciting proxies to be voted at our annual meeting. The annual meeting will be held at the offices of DLA Piper LLP (US) at 33 Arch Street, 26th Floor, in Boston, Massachusetts, on Monday, May 2, 2016, at 10:00 a.m., local time.  Pursuant to rules promulgated by the Securities and Exchange Commission (“SEC”), we are providing access to our proxy materials over the internet.  On or about March 21, 2016, we are mailing to our stockholders of record on March 4, 2016 either (i) a copy of this proxy statement, the accompanying proxy card, our annual report and the notice of internet availability of proxy materials (the “Notice”), or (ii) the Notice only.  The Notice and this proxy statement summarize the information you need to know to vote by proxy or in person at the annual meeting.  You do not need to attend the annual meeting in person in order to vote.

Q:                                   When was the Notice mailed?

A:                                   The Notice was mailed to stockholders beginning on or about March 21, 2016.

Q:                                   Who is entitled to vote?

A:                                   All common stockholders of record as of the close of business on March 4, 2016, the record date, are entitled to vote at the annual meeting.

Q:                                   What is the quorum for the meeting?

A:                                   A quorum at the annual meeting will consist of a majority of the votes entitled to be cast by the holders of all shares of common stock outstanding.  No business may be conducted at the meeting if a quorum is not present. As of the record date, 68,183,068 shares of common stock were issued and outstanding.  If less than a majority of outstanding shares entitled to vote are represented at the annual meeting, the chairman of the meeting may adjourn the annual meeting to another date, time or place, not later than 120 days after the original record date of March 4, 2016.  Notice need not be given of the new date, time or place if announced at the meeting before an adjournment is taken.

Q:                                   How many votes do I have?

A:                                   You are entitled to one vote for each whole share of common stock you held as of the record date.  Our stockholders do not have the right to cumulate their votes for directors.

Q:                                   What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:                                   If your shares are registered in your name with our transfer agent, Continental Stock Transfer & Trust Company, LLC, you are the “stockholder of record” of those shares.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of those shares.  The Notice and proxy statement and any accompanying documents have been forwarded to you by your broker, bank or other holder of record.  As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote your shares by using the voting instruction card or by following their instructions for voting by telephone or on the internet.

Q:                                   How do I vote?

A:                                   Whether or not you plan to attend the annual meeting, we urge you to authorize your proxy to vote your shares over the internet as described in the Notice.  Alternatively, if you received a paper copy of the proxy card by mail, please complete, date, sign and promptly return the proxy card in the self-addressed stamped envelope provided.  You also may authorize your proxy to vote your shares by telephone as described in your proxy card.  Authorizing your proxy over the internet, by mailing a proxy card or by telephone, will not limit your right to attend the annual meeting and vote your shares in person.  Your proxy (the individual named in your proxy card) will vote your shares per your instructions.

Q:                                   How do I vote my shares that are held by my broker?

A:                                   If you have shares held by a broker, you may instruct your broker to vote your shares by following the instructions that the broker provides to you.  Most brokers allow you to authorize your proxy by mail, telephone and on the internet.  If you have shares held by a broker, you must obtain a written proxy executed in your favor, from the broker holding your shares in order to vote your shares in person at the annual meeting.

Q:                                   What am I voting on?

A:                                   You will be voting on:

·                  Proposal 1: the election of seven directors to hold office until our 2017 annual meeting of stockholders and until his successor has been elected and qualifies;

·                  Proposal 2: the ratification of the appointment of PricewaterhouseCoopers LLP to act as our independent registered public accounting firm for year ending December 31, 2016; and

·                  Proposal 3: the approval, by non-binding vote, of our executive compensation.

In addition, you will be voting on such other business as may properly come before the annual meeting, including any adjournments or postponements thereof.

Q:                                   What vote is required to approve the proposals assuming that a quorum is present at the annual meeting?

Q:                                   How are abstentions and broker non-votes treated?

A:                                   If you are a beneficial owner whose shares are held of record by a broker, you must instruct the broker how to vote your shares.  A “broker non-vote” occurs when a bank, broker or other holder of record holding

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shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item (such as the election of directors and the approval of our executive compensation) and has not received instructions from the beneficial owner.

If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority under New York Stock Exchange (“NYSE”) rules to vote your shares on the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm even if the broker does not receive voting instructions from you.  However, your broker does not have discretionary authority to vote on the election of directors or on the advisory vote approving our executive compensation, in which case a broker non-vote will occur and your shares will not be voted on these matters.

Pursuant to Maryland law, abstentions and broker non-votes are counted as present for purposes of determining the presence of a quorum.  For purposes of the election of directors and the votes on the Proposals 2 and 3, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.

Important: Beneficial owners of shares held in broker accounts are advised that, if they do not timely provide instructions to their broker, pursuant to NYSE Rule 452, their shares will not be voted in connection with the election of directors or the proposal on our executive compensation.  Accordingly, it is particularly important that beneficial owners instruct their brokers how they wish to vote their shares.

Q:                                   Will there be any other items of business on the agenda?

A:                                   The board of directors does not know of any other matters that may be brought before the annual meeting nor does it foresee or have reason to believe that proxy holders will have to vote for substitute or alternate nominees for election to the board of directors.  If any other matter should come before the annual meeting or any nominee is not available for election, the persons named in the enclosed proxy will have discretionary authority to vote all proxies with respect to such matters in accordance with their discretion.

Q:                                   What happens if I submit my proxy without providing voting instructions on all proposals?

A:                                   Proxies properly submitted via the internet, mail or telephone will be voted at the annual meeting in accordance with your directions.  If the properly-submitted proxy does not provide voting instructions on a proposal, the proxy will be voted as follows:

·                  if you are a stockholder of record, to elect (FOR) each of the director nominees listed in “Proposal 1—Election of Directors;” if you are a beneficial owner whose shares are held of record by a broker, a broker non-vote will occur;

·                  if you are a stockholder of record or if you are a beneficial owner whose shares are held of record by a broker, in favor of (FOR) “Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm;” and

·                  if you are a stockholder of record, in favor of (FOR) “Proposal 3—Advisory (Non-Binding) Vote Approving Executive Compensation;” if you are a beneficial owner whose shares are held of record by a broker, a broker non-vote will occur.

Q:                                   Will anyone contact me regarding this vote?

A:                                   No arrangements or contracts have been made with any solicitors as of the date of this proxy statement, although we reserve the right to engage solicitors if we deem them necessary.  Such solicitations may be made by mail, telephone, facsimile, e-mail or personal interviews.

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Q:                                   Who has paid for this proxy solicitation?

A:                                   We have paid the entire expense of preparing, printing and mailing the Notice and, to the extent requested by our stockholders, the proxy materials and any additional materials furnished to stockholders.  Proxies may be solicited by our directors, officers or employees personally or by telephone without additional compensation for such activities.  We also will request persons, firms and corporations holding shares in their names or in the names of their nominees, which are beneficially owned by others, to send appropriate solicitation materials to such beneficial owners.  We will reimburse such holders for their reasonable expenses.

Q:                                   May stockholders ask questions at the annual meeting?

A:                                   Yes.  There will be time allotted at the end of the meeting when our representatives will answer questions from the floor.

Q:                                   How many copies should I receive if I share an address with another stockholder?

The SEC has adopted rules that permit companies and intermediaries, such as a broker, bank or other agent, to implement a delivery procedure called “householding.”  Under this procedure, multiple stockholders who reside at the same address may receive a single copy of our proxy materials, unless the affected stockholder has provided us with contrary instructions.  This procedure provides extra convenience for stockholders and cost savings for companies.

Our company and some brokers, banks or other agents may be householding our proxy materials.  A single Notice and, if applicable, a single set of our proxy materials, including the proxy statement, the accompanying proxy card, our annual report and the Notice, will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders.  Once you have received notice from your broker, bank or other agent that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent.  If you did not respond that you did not want to participate in householding, you were deemed to have consented to the process.  Stockholders may revoke their consent at any time by contacting Broadridge ICS, either by calling toll-free (800) 542-1061 or by writing to Broadridge ICS, Householding Department, 51 Mercedes Way, Edgewood, New York, 11717.

Upon written or oral request, we will promptly deliver a separate copy of the Notice and, if applicable, a single set of our proxy materials, to any stockholder at a shared address to which a single copy of any of those documents was delivered.  To receive a separate copy of the Notice and, if applicable, our proxy materials, you may send a written request to STAG Industrial, Inc., One Federal Street, 23rd Floor, Boston, Massachusetts, 02110, Attention: Jeffrey M. Sullivan, Corporate Secretary.  In addition, if you are receiving multiple copies of the Notice and, if applicable, our proxy materials, you can request householding by contacting our Corporate Secretary in the same manner.

Q:                                   What does it mean if I receive more than one Notice?

A:                                   It means that you have multiple accounts at the transfer agent or with brokers.  Please submit all of your proxies over the internet, following the instructions provided in the Notice, by mail or by telephone to ensure that all of your shares are voted.

Q:                                   Can I change my vote after I have voted?

A:                                   Yes.  Proxies properly submitted over the internet, by mail or by telephone do not preclude a stockholder from voting in person at the meeting.  A stockholder may revoke a proxy at any time prior to its exercise by filing with our corporate secretary a duly executed revocation of proxy, by properly submitting, either by internet, mail or telephone, a proxy bearing a later date or by appearing at the meeting and voting in person. Attendance at the meeting will not by itself constitute revocation of a proxy.  If you have shares held by a

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broker, you must obtain a written proxy executed in your favor, from the broker holding your shares in order to vote your shares in person at the annual meeting.

Q:                                   Can I find additional information on the company’s website?

A:                                   Yes.  Our website is www.stagindustrial.com.  Although the information contained on our website is not part of this proxy statement, you can view additional information on the website, such as our corporate governance guidelines, our code of business conduct and ethics, our stock ownership guidelines, charters of our board committees and reports that we file with the SEC.  A copy of our corporate governance guidelines, our code of business conduct and ethics, our stock ownership guidelines and each of the charters of our board committees may be obtained free of charge by writing to STAG Industrial, Inc., One Federal Street, 23rd Floor, Boston, Massachusetts, 02110, Attention: Jeffrey M. Sullivan, Corporate Secretary.

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PROPOSAL 1:  ELECTION OF DIRECTORS

The board of directors currently consists of seven members with directors serving one-year terms and until their successors are duly elected and qualified.  The term for each director expires at each annual meeting of stockholders.  At the 2016 annual meeting, seven directors will be elected to serve until the 2017 annual meeting and until their successors are duly elected and qualified.  The board of directors has nominated the following current directors (the “Nominees”) to serve as directors: Benjamin S. Butcher, Virgis W. Colbert, Jeffrey D. Furber, Larry T. Guillemette, Francis X. Jacoby III, Christopher P. Marr and Hans S. Weger.  The board of directors anticipates that each Nominee will serve, if elected, as a director.  However, if anyone nominated by the board of directors is unable to accept election, the proxies will be voted for the election of such other person or persons as the board of directors may recommend.

The board of directors recommends a vote FOR each Nominee.

Director Nominees for Election to Term Expiring 2017

The following tables and biographical descriptions set forth certain information with respect to each Nominee for election as a director at the annual meeting.

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Biographical Information Regarding Executive Officers Who Are Not Directors

The biographical descriptions below set forth certain information with respect to each of our executive officers other than Mr. Butcher, whose information appears above.

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Corporate Governance Profile

We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders.  Notable features of our corporate governance structure include the following:

·                  the board of directors is not staggered; instead, each of our directors is subject to re-election annually;

·                  of the seven persons who serve on the board of directors, the board of directors has determined that six of our directors, or approximately 86%, satisfy the listing standards for independence of the NYSE and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

·                  all three members of our audit committee qualify as an “audit committee financial expert” as defined by the SEC;

·                  we opted out of the control share acquisition statute and the business combination provisions in the Maryland General Corporation Law and we may not opt back in to these provisions without stockholder approval;

·                  we do not have a stockholder rights plan and do not intend to adopt a stockholder rights plan unless our stockholders approve in advance the adoption of a plan or, if the board of directors adopts a plan for our company, we submit the stockholder rights plan to our stockholders for a ratification vote within 12 months of adoption, without which the plan will terminate;

·                  the nominating and corporate governance committee of the board of directors evaluates annually the effectiveness of the board as a whole, of each of our committees and of each individual director, and the committee engages outside counsel to conduct individual interviews of the directors to assist the committee in its evaluations, which are designed, among other matters, to identify areas in which the board would be better served by adding new members with different skills, backgrounds or areas of experience;

·                  we have stock ownership guidelines for our non-management members of our board of directors and our executive officers;

·                  we have a lead independent director whose authority and responsibilities are described below under “—Board Leadership;” and

·                  our insider trading policy prohibits our directors and all of our officers and other employees from engaging in any hedging transactions with respect to our securities, and from pledging our securities as collateral for a loan or otherwise using our securities to secure debt.

Our directors stay informed about our business by attending meetings of the board of directors and its committees and through supplemental reports and communications.  Our independent directors meet regularly in executive sessions without the presence of our corporate officers or non-independent directors.

Board of Directors

Our business is managed through the oversight and direction of the board of directors.  A majority of the board of directors is “independent,” as determined by the board of directors, consistent with the rules of the NYSE.  The one member of the board of directors who is not independent is an employee of the company. For more detail, please see “Nomination of Directors.”

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Board Leadership

The board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure to provide independent oversight of management.  The board understands that there is no single, generally accepted approach to providing board leadership and the right board leadership structure may vary as circumstances warrant.  Consistent with this understanding, our independent directors consider the board’s leadership structure on an annual basis.

The board of directors annually will elect a chairman of the board, who may or may not be the chief executive officer of our company.  Since our formation in 2010, Benjamin S. Butcher has served as our chairman of the board and chief executive officer.  Mr. Butcher is involved in both our day-to-day operations and the strategic decision making at the board level.  Based on its most recent review of our leadership structure and the needs of the company, the board continues to believe that having Mr. Butcher serving in these positions is optimal for us because it provides our company with strong, effective and consistent leadership.

If the chairman of the board and chief executive officer are the same person, our board of directors will annually elect a non-management and independent director to serve in a lead capacity to coordinate the activities of the other non-management and independent directors, and to perform any other duties and responsibilities that the board of directors may determine.  Although annually elected, it is generally expected that he or she will serve for more than one year.  Upon recommendation of the nominating and corporate governance committee, our board appointed Mr. Guillemette as our lead independent director in 2015.  The responsibilities of the lead independent director include (i) serving as liaison between the chairman and the independent directors, (ii) reviewing the type of information sent to the board, (iii) reviewing, in consultation with the chairman and others, agendas and board meeting schedules to determine whether sufficient time is allocated to agenda items, and (iv) the authority to call meetings of the independent directors.

In considering its leadership structure, the board has taken a number of factors into account.  The board, which consists of a majority of independent directors, exercises a strong, independent oversight function.  This oversight function is enhanced by the audit, compensation and nominating and corporate governance committees being comprised entirely of independent directors.  A number of board and committee processes and procedures, including regular executive sessions of independent directors and a regular review of our executive officers’ performance, provide substantial independent oversight of our management’s performance.  Finally, under our bylaws and corporate governance guidelines, the board has the ability to change its structure, should that be deemed appropriate and in the best interest of our company and our stockholders.  The board believes that these factors provide the appropriate balance between the authority of those who oversee our company and those who manage it on a day-to-day basis.

The chairman of the board presides at all meetings of the stockholders and of the board as a whole.  The chairman performs such other duties, and exercises such powers, as from time to time shall be prescribed in our bylaws or by the board of directors.

Our lead independent director presides at all meetings of our board of directors where the chairman is not present, including executive sessions of the independent directors.

Director Independence

Under the enhanced corporate governance standards of the NYSE, at least a majority of our directors, and all of the members of the audit committee, compensation committee and nominating and corporate governance committee, must meet the test of “independence.”  The NYSE standards provide that, to qualify as an “independent” director, in addition to satisfying certain bright- line criteria, the board of directors must affirmatively determine that a director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company).  The board of directors considered a relationship between an affiliate of the company and one of the directors and determined that the relationship does not affect the director’s independence.  The board of directors has affirmatively determined that each of Messrs. Colbert, Furber, Guillemette, Jacoby, Marr and Weger satisfies the bright-line independence criteria of the NYSE and that none has a relationship with us that would interfere with such person’s ability to exercise independent judgment as a member of

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the board of directors.  Therefore, we believe that all of these directors, who constitute a majority of the board of directors, are independent under the NYSE rules.

We have implemented procedures for interested parties, including stockholders, to communicate directly with our independent directors.  We believe that providing a method for interested parties to communicate directly with our independent directors, rather than with the full board of directors, would provide a more confidential, candid and efficient method of relaying any interested party’s concerns or comments.  See “Communication with the Board of Directors, Independent Directors and the Audit Committee.”

Board Meetings

In 2015, the board of directors held seven meetings, the audit committee held four meetings, the compensation committee held six meetings, the nominating and corporate governance committee held one meeting, and the investment committee held three meetings.  Each director attended more than 75% of the board meetings and each director’s respective committee meetings in 2015.  The board of directors does not have a policy with respect to directors’ attendance at annual meetings of stockholders.  Nevertheless, all seven of our directors attended the 2015 annual meeting of stockholders.

As required by the NYSE rules, the independent directors of our board regularly meet in executive session, without management present.  Generally, these executive sessions follow after each quarterly meeting.  In 2015, the independent directors of the board and the audit, compensation and the nominating and corporate governance committees met in executive session without management present at each quarterly meeting.  Our lead independent director presides over such independent, non-management sessions of the board.

Board Committees

The board of directors has established an investment committee, an audit committee, a compensation committee and a nominating and corporate governance committee and has adopted a written charter for each of these committees.  The audit committee and nominating and corporate governance committee have three members and the compensation committee has four members.  Each of the audit committee, compensation committee and nominating and corporate governance committee is composed exclusively of independent directors, as required by and defined in the rules and listing qualifications of the NYSE and, with respect to the members of the audit committee, Rule 10A-3 promulgated pursuant to the Exchange Act.  Moreover, the compensation committee is composed exclusively of individuals intended to be, to the extent required by Rule 16b-3 of the Exchange Act, non-employee directors and will qualify as outside directors for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).  The investment committee has four directors and is composed of three independent directors and one non-independent director.  The board of directors may from time to time establish other committees to facilitate the management of our company.  Matters put to a vote at any one of these four committees must be approved by a majority of the directors on the committee who are present at a meeting at which there is a quorum or by unanimous written consent of the directors on that committee.

Investment Committee

The board of directors has established an investment committee, which is composed of four of our directors, at least three of whom must be independent directors.  The current members of our investment committee are Messrs. Butcher, Furber, Jacoby and Weger. Mr. Butcher chairs the committee.  The investment committee’s primary function is to review, evaluate and ultimately vote to approve all acquisitions or dispositions individually more than $50 million and up to $100 million.  Proposed acquisitions or dispositions in excess of $100 million require approval by the board of directors.  The board of directors in its discretion may change the committee’s dollar thresholds.

Audit Committee

The board of directors has established an audit committee, which is composed of three of our independent directors.  The current members of the audit committee are Messrs. Guillemette, Marr and Weger.  Mr. Weger chairs

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the committee, and each member qualifies as an audit committee financial expert, as that term is defined by the SEC.  Each member of the audit committee is financially literate and able to read and understand fundamental financial statements.  The audit committee assists the board in overseeing, among other things:

·                  our system of internal controls;

·                  our accounting and financial reporting processes;

·                  the integrity and audits of our consolidated financial statements;

·                  our compliance with legal and regulatory requirements;

·                  the qualifications and independence of our independent auditors; and

·                  the performance of our independent auditors and any internal auditors.

The audit committee also is responsible for engaging independent public accountants, reviewing with the independent certified public accountants the plans and results of the audit engagement, approving professional services provided by the independent public accountants, reviewing the independence of the independent public accountants, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls.  The audit committee has the power to investigate any matter brought to its attention within the scope of its duties and to retain counsel for this purpose where appropriate.

Compensation Committee

The board of directors has established a compensation committee, which is composed of four of our independent directors.  The current members of the compensation committee are Messrs. Colbert, Guillemette, Furber and Weger.  Mr. Furber chairs the committee.  The principal functions of the compensation committee are to:

·                  evaluate the performance and compensation of our chief executive officer;

·                  review and approve the compensation and benefits of our executive officers and members of the board of directors;

·                  administer our 2011 Equity Incentive Plan, as amended (the “Equity Incentive Plan”) and the 2015 Outperformance Program (the “2015 OPP”), as well as any other compensation, stock option, stock purchase, incentive or other benefit plans; and

·                  produce an annual report on executive compensation for inclusion in our proxy statement after reviewing our compensation discussion and analysis.

Our compensation committee is primarily responsible for establishing and implementing our compensation program and policies.  To fulfill its responsibilities, the compensation committee may engage, oversee and provide appropriate funding for advisors and consultants to advise the committee on executive compensation matters.

Nominating and Corporate Governance Committee

The board of directors has established a nominating and corporate governance committee, which is composed of three of our independent directors.  The current members of the nominating and corporate governance committee are Messrs. Colbert, Jacoby and Marr.  Mr. Marr chairs the committee.  The principal functions of the nominating and corporate governance committee include:

·                  seeking, considering and recommending to the full board of directors qualified candidates for election as directors;

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·                  recommending a slate of nominees for election as directors at the annual meeting of stockholders;

·                  periodically preparing and submitting to the board for adoption the committee’s selection criteria for director nominees;

·                  reviewing and making recommendations on matters involving general operation of the board and our corporate governance;

·                  annually recommending to the board nominees for each committee of the board; and

·                  annually facilitating the assessment of the board of directors’ performance as a whole and of the individual directors and reports thereon to the board.

The board of directors has adopted a policy for the review and approval of related person transactions requiring disclosure under Rule 404(a) of Regulation S-K.  The policy provides that the nominating and corporate governance committee is responsible for reviewing and approving or disapproving all related party transactions, including any transaction, arrangement or relationship in which (i) the amount involved may be expected to exceed $120,000 in any fiscal year, (ii) we will be a participant and (iii) a related person has a direct or indirect material interest.  A related person is defined as an executive officer, director or nominee for election as director, or a greater than 5% beneficial owner of our common stock, or an immediate family member of the foregoing.

In addition, our written code of business conduct and ethics expressly prohibits the continuation of any conflict of interest by an employee, officer or director except under guidelines approved by the board of directors.  Our policies provide that any transaction involving us in which any of our directors or officers has a material interest must be approved by a vote of a majority of our disinterested directors.  Our code of business conduct and ethics requires any employee, officer or director to report any actual conflict of interest to our compliance officer, who will then seek guidance from the board of directors.  In addition, our corporate governance guidelines require that each member of the board of directors consult the chairman of the board in advance of accepting an invitation to serve on another company’s board should there be a possible conflict and notify the nominating and corporate governance committee in writing of the outcome.  Because the facts and circumstances regarding potential conflicts are difficult to predict, the board of directors has not adopted a written policy for evaluating conflicts of interests.  If a conflict of interest arises, the board will review, among other things, the facts and circumstances of the conflict, our applicable corporate governance policies, the effects of any potential waivers of those policies, applicable state law, and the NYSE continued listing rules and regulations, and will consider the advice of counsel before making any decisions regarding the conflict.

Role of the Board in Risk Oversight

One of the key functions of the board of directors is informed oversight of our risk management process.  The board of directors administers this oversight function directly, with support from the audit committee, the compensation committee and the nominating and corporate governance committee, each of which addresses risks specific to their respective areas of oversight.  In particular, the audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken.  The audit committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function.  The compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.  The nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct.

Self-Evaluation and Nomination of Directors

The nominating and corporate governance committee evaluates annually the effectiveness of the board as a whole, of each of our committees and of each individual director.  We also engage outside counsel to conduct one-on-one interviews of each director to assist the committee in its evaluations, which are designed, among other

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matters, to identify any areas in which the board would be better served by adding new members with different skills, backgrounds or areas of experience.  We believe using outside counsel fosters candor, facilitates participation in the evaluation process and enables individual assessments of each director.

Before each annual meeting of stockholders, the nominating and corporate governance committee considers the nomination of all directors whose terms expire at the next annual meeting of stockholders and also considers new candidates whenever there is a vacancy on the board or whenever a vacancy is anticipated due to a change in the size or composition of the board, a retirement of a director or for any other reasons.  In addition to considering incumbent directors, the nominating and corporate governance committee may identify director candidates based on recommendations from the directors and executive officers.  The committee may in the future engage the services of third-party search firms to assist in identifying or evaluating director candidates.  No such firm was engaged in 2015.

The board of directors considers director candidates based on a number of factors including:

·                  whether the board member will be “independent,” as such term is defined by the NYSE listing standards;

·                  whether the candidate possesses the highest personal and professional ethics, integrity and values;

·                  whether the candidate has demonstrated leadership ability, with broad experience, diverse perspectives, and the ability to exercise sound business judgment;

·                  whether the candidate has experience in areas important to the operations of our company;

·                  whether the candidate has an inquisitive and objective perspective, practical wisdom and mature judgment; and

·                  whether the candidate provides a diversity of viewpoints, background, experience and demographics as compared the current members of the board.

Candidates also are evaluated based on their understanding of our business and willingness to devote adequate time to carrying out their duties.  The nominating and corporate governance committee monitors the mix of skills, experience and background to assure that the board has the necessary composition to effectively perform its oversight function.  As noted above, diversity characteristics of a candidate are just one of several factors considered by the committee when evaluating director candidates.  A candidate will neither be included nor excluded from consideration solely based on his or her diversity traits.  The nominating and corporate governance committee conducts regular reviews of current directors in light of the considerations described above and their past contributions to the board of directors.  The board reviews the effectiveness of its director candidate nominating policies annually.

The nominating and corporate governance committee will consider appropriate nominees for directors whose names are submitted in writing by a stockholder of our company.  Director candidates submitted by our stockholders will be evaluated by the nominating and corporate governance committee on the same basis as any other director candidates.  We did not receive any nominations of directors by stockholders for the 2016 annual meeting.

Nominations must be addressed to STAG Industrial, Inc., One Federal Street, 23rd Floor, Boston, Massachusetts, 02110, Attention: Jeffrey M. Sullivan, Corporate Secretary, indicating the nominee’s qualifications and other relevant biographical information and providing confirmation of the nominee’s consent to serve as director, if elected.  To be considered for the next annual election of directors, any such written request must comply with the requirements set forth in our bylaws and below under “Stockholder Proposals.”

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Compensation Committee Interlocks and Insider Participation

None of the members of the compensation committee is or has been employed by us.  None of our executive officers currently serves, or in the past three years has served, as a member of the board of directors or compensation committee of another entity that has one or more executive officers serving on the board of directors or compensation committee.  No member of the compensation committee has any other business relationship or affiliation with us other than his service as a director.

Board Compensation for 2015

In 2015, we paid an annual cash fee of $50,000 to each of our non-management directors for services as a director, as well as an annual grant of equity with a value of approximately $65,000 at the time of grant.  We pay an additional annual cash fee of $15,000 to the lead independent director, an additional annual cash fee of $15,000 to the chair of the audit committee, an additional annual cash fee of $10,000 to the chair of the compensation committee and an additional annual cash fee of $7,500 to the chair of the nominating and corporate governance committee and any other committee of the board of directors.  All members of the board of directors are reimbursed for their costs and expenses in attending our board meetings.  Our directors have the option to receive fees in shares of common stock rather than in cash.  The value of such shares of common stock is based on the 10-day average of the closing price of our common stock determined three days prior to the quarterly fee payment date.  All of our independent directors elected to receive shares of our common stock in lieu of cash for payment of the fees payable to them in 2015.  If a director is also one of our officers, we will not pay any compensation for services rendered as a director.

As mentioned above, we grant annual equity awards to our non-management directors, and in January 2015, each received an annual grant of 2,660 LTIP units.  In addition, any non-management director who joins the board of directors in the future receives an initial grant of LTIP units upon the commencement of his or her service.  The LTIP units granted annually vest on the first anniversary of the grant date, subject to the recipient’s continued service as a director.  LTIP units can be converted to common units of the operating partnership on a one-for-one basis once a material equity transaction has occurred that results in the accretion of the member’s capital account to the economic equivalent of the common unit.

The board of directors (or a duly formed committee thereof) may revise our non-management directors’ compensation in its discretion.

The following table summarizes the compensation that we paid to our non-management directors in 2015:

2015 Director Compensation Table

(1)                                 All of our independent directors elected to receive shares of our common stock in lieu of cash for payment of the fees payable to them for their service in 2015.  The aggregate numbers of shares of common stock earned by the independent directors for their service in 2015 were as follows: Mr. Colbert, 2,490; Mr. Furber, 2,987; Mr. Guillemette, 3,237; Mr. Jacoby, 2,490; Mr. Marr, 2,863; and Mr. Weger, 3,237.  These shares were issued based on the calculation previously disclosed in this proxy statement and are not indicative of the fair market value on the date the members received the shares.

(2)                                 As of December 31, 2015, the aggregate number of unvested LTIP units held by each independent director was as follows: Mr. Colbert, 4,996; Mr. Furber, 7,155; Mr. Guillemette, 7,155; Mr. Jacoby, 7,155; Mr. Marr, 7,444; and Mr. Weger, 7,155.

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(3)                                 Represents 2,660 LTIP units granted to each of Messrs. Colbert, Furber, Guillemette, Jacoby, Marr and Weger pursuant to the Equity Incentive Plan on January 12, 2015.  The dollar value is computed in accordance with FASB ASC Topic 718. See Note 7 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2015, for a discussion of our accounting of LTIP units and the assumptions used.  The grant date fair value of each award was $24.43 per LTIP unit.

Stock Ownership Guidelines for Directors

We have adopted stock ownership guidelines that apply to all non-management members of the board of directors.  The stock ownership guidelines require that the non-management members own qualified securities equal to five times their annual cash retainer.  Qualified securities include the company’s common stock, preferred stock, common units and LTIP units, whether owned directly or indirectly.  Newly appointed non-management members of the board of directors have up to five years to comply with the stock ownership guidelines.  All of our non-management members of the board of directors are in compliance with our stock ownership guidelines.

Corporate Governance Matters

We have adopted corporate governance guidelines and a code of business conduct and ethics that apply to all our executive officers, employees and each member of the board of directors.  Within the time period required by the SEC, we will post on our website any amendment to the code of business conduct and ethics and any waiver applicable to any director, executive officer or senior financial officer.

The following documents are available at our website at www.stagindustrial.com in the “Corporate Overview — Governance Documents” area of the “Investor Relations” section:

·                  investment committee charter;

·                  audit committee charter;

·                  compensation committee charter;

·                  nominating and corporate governance committee charter;

·                  code of business conduct and ethics;

·                  corporate governance guidelines;

·                  stock ownership guidelines; and

·                  whistleblower policy.

Each committee reviews its written charter annually.  Copies of the documents listed above are available in print to any stockholder who requests them.  Requests should be sent STAG Industrial, Inc., One Federal Street, 23rd Floor, Boston, Massachusetts, 02110, Attention: Jeffrey M. Sullivan, Corporate Secretary.

Communication with the Board of Directors, Independent Directors and the Audit Committee

The board of directors may be contacted by any party via mail or e-mail at the addresses listed below.

Board of Directors

STAG Industrial, Inc.

One Federal Street, 23rd Floor

Boston, Massachusetts 02110

boardofdirectors@stagindustrial.com

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We believe that providing a method for interested parties to communicate directly with our independent directors, rather than to the full board, would provide a more confidential, candid and efficient method of relaying any interested party’s concerns or comments.  The presiding director of independent executive sessions of directors is the lead independent director, and the lead independent director may be contacted by any party via mail at the address listed below.

Lead Independent Director

STAG Industrial, Inc.

One Federal Street, 23rd Floor

Boston, Massachusetts 02110

The audit committee has adopted a process for anyone to send communications to the audit committee with concerns or complaints concerning our company’s regulatory compliance, accounting, audit or internal controls issues.  The audit committee may be contacted by any party via mail or e-mail at the addresses listed below:

Chairman

Audit Committee

STAG Industrial, Inc.

One Federal Street, 23rd Floor

Boston, Massachusetts 02110

auditcommittee@stagindustrial.com

Alternatively, anyone may call our toll-free whistleblower hotline toll-free at (877) 472-2110.

Relevant communications are distributed to the board, or to any individual director or directors, as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, the board of directors has requested that certain items that are unrelated to the duties and responsibilities of the board should be excluded or redirected, as appropriate, such as: business solicitations or advertisements; junk mail and mass mailings; resumes and other forms of job inquiries; spam; and surveys.

In addition, material that is unduly hostile, threatening, potentially illegal or similarly unsuitable will be excluded; however, any communication that is excluded will be made available to any outside director upon request.

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PROPOSAL 2:  RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee of the board of directors has selected the accounting firm of PricewaterhouseCoopers LLP to serve as our independent registered public accountants for the year ending December 31, 2016, and the board of directors is asking stockholders to ratify this appointment.  Although current law, rules and regulations, as well as the audit committee charter, require the company’s independent auditor to be engaged, retained and supervised by the audit committee, the board of directors considers the selection of the independent auditor to be an important matter of stockholder concern and is submitting the selection of PricewaterhouseCoopers LLP for ratification by stockholders as a matter of good corporate practice.  PricewaterhouseCoopers LLP has served as our independent registered public accountants since our formation in July 2010 and is considered by our management to be well qualified.

A representative of PricewaterhouseCoopers LLP will be present at the annual meeting, will be given the opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions.

The board of directors recommends a vote FOR the ratification of the appointment of the independent registered public accountants.

Fee Disclosure

The following is a summary of the fees billed by PricewaterhouseCoopers LLP for professional services rendered for our company for the years ended December 31, 2015 and December 31, 2014:

Audit Fees

“Audit Fees” consist of fees and related expenses incurred for professional services rendered for the audit of the financial statements and services that are normally provided by PricewaterhouseCoopers LLP in connection with statutory and regulatory filings or engagements.  For example, audit fees include fees for professional services rendered in connection with quarterly and annual reports, and the issuance of consents by PricewaterhouseCoopers LLP to be named in our registration statements and to the use of their audit report in the registration statements.

Tax Fees

“Tax Fees” consist of fees and related expenses incurred for professional services for tax compliance, tax advice and tax planning.  These services include assistance regarding federal and state tax compliance and tax planning and structuring.

Audit-Related Fees and All Other Fees

“Audit Related Fees” and “All Other Fees” consist of fees and related expenses for products and services other than services described under “Audit Fees” and “Tax Fees.”  All other fees specifically relate to reputational due diligence performed for some of our property acquisitions.

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Pre-Approval Policy

All audit, tax and other services provided to us were reviewed and pre-approved by the audit committee or a member of the audit committee designated by the full committee to pre-approve such services.  The audit committee or designated member concluded that the provision of such services by PricewaterhouseCoopers LLP was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.

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AUDIT COMMITTEE REPORT

The following is a report by the audit committee regarding the responsibilities and functions of the audit committee.

The audit committee oversees the company’s financial reporting process on behalf of the board of directors, in accordance with the audit committee charter.  Management is responsible for the company’s financial statements and the financial reporting process, including implementing and maintaining effective internal control over financial reporting and for the assessment of, and reporting on, the effectiveness of internal control over financial reporting.  The company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, is responsible for expressing opinions on the conformity of the company’s audited financial statements with accounting principles generally accepted in the United States of America and on the effectiveness of the company’s internal control over financial reporting.

In fulfilling its oversight responsibilities, the audit committee reviewed with management and PricewaterhouseCoopers LLP the audited financial statements for the year ended December 31, 2015 and the reports on the effectiveness of the company’s internal control over financial reporting as of December 31, 2015 contained in the company’s annual report on Form 10-K for the year ended December 31, 2015, and discussed with management the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.  The audit committee also reviewed and discussed with management and PricewaterhouseCoopers LLP the disclosures made in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Controls and Procedures” included in the annual report on Form 10-K for the year ended December 31, 2015.

In addition, the audit committee received and discussed the written disclosures and the letter from PricewaterhouseCoopers LLP that are required by applicable requirements of the Public Company Accounting Oversight Board regarding the firm’s communications with the audit committee concerning independence, discussed with PricewaterhouseCoopers LLP the firm’s independence from management and the audit committee, and discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the PCAOB Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

In reliance on the reviews and discussions referred to above, prior to the filing of the company’s annual report on Form 10-K for the year ended December 31, 2015 with the SEC, the audit committee recommended to the board of directors (and the board approved) that the audited financial statements be included in such annual report for filing with the SEC.

The members of the audit committee are not professionally engaged in the practice of auditing or accounting.  Members of the audit committee rely, without independent verification, on the information provided to them and on the representations made by management and the independent registered public accountants.  Accordingly, the audit committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations.  Furthermore, the audit committee’s considerations and discussions referred to above do not assure that the audit of the company’s financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles or that PricewaterhouseCoopers LLP is in fact “independent.”

Submitted by the Audit Committee of the Board of Directors

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COMPENSATION COMMITTEE REPORT

The following is a report by the compensation committee regarding our executive officer compensation program.

The compensation committee has reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement (“CD&A”) with management of the company. Based on the compensation committee’s review of the CD&A and the compensation committee’s discussions regarding the CD&A with management, the compensation committee recommended to the board of directors (and the board has approved) that the CD&A be included in the company’s proxy statement on Schedule 14A prepared in connection with the annual meeting.

Submitted by the Compensation Committee of the Board of Directors

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EXECUTIVE OFFICER COMPENSATION DISCUSSION AND ANALYSIS

Introduction

The executive officers named in the “Summary Compensation Table” for 2015 are Benjamin S. Butcher, our chief executive officer, president and chairman of the board of directors; Geoffrey G. Jervis, our former chief financial officer, executive vice president and treasurer; Stephen C. Mecke, our chief operating officer and executive vice president; Jeffrey M. Sullivan, our executive vice president, general counsel and secretary; and David G. King, our executive vice president and director of real estate operations.  The compensation committee is responsible for establishing our executive officer compensation program.  The program sets the structure and levels of executive officer compensation and establishes the performance-based metrics and individual goals against which the officers’ performances are evaluated by the compensation committee.  In establishing its executive compensation program, the compensation committee considered, among other things, analyses prepared by and the advice of FTI Consulting, Inc. (“FTI”) and FPL Associates, L.P. (“FPL”), independent compensation consultants engaged by the compensation committee.  FTI advised the committee with respect to compensation through 2015.  FPL is the committee’s current advisor.

The principles underlying the key elements of our executive compensation program and factors relevant to an analysis of the compensation program are discussed below.  The key elements are designed to be flexible and complementary and to serve, collectively, the objectives of our executive compensation program.

Below are certain features of our current executive compensation program, which reflect our commitment to a pay-for-performance compensation structure:

·      A substantial majority of executive officer pay is tied to our performance and not guaranteed.  The compensation committee sets clear goals for company performance and differentiates certain elements of compensation based on individual achievement.

·      Two of the primary components of our executive compensation program are annual cash incentive bonuses and long-term equity awards, which historically have been LTIP units.  The annual cash incentive bonuses vary according to performance and are not guaranteed.  In the absence of stock price appreciation, LTIP units will not have value beyond distributions actually paid.  Unlike common stock, LTIP units lack an immediate liquidation value upon grant.

·      In addition to the majority of pay tied to corporate performance, a portion of executive officer pay is tied to individual performance and is also not guaranteed.  While we calculate annual bonuses using both corporate performance and individual performance, we heavily weight toward corporate performance, which reflects the committee’s belief that the company should require a uniform commitment to corporate success from all of its senior officers, irrespective of their office.

·      A relatively small portion of pay is not dependent on company performance.  Annual base salaries for our executive officers are intended to be approximately 25% or less of total compensation.

·      The ability to measure the company’s performance against sensible standards is essential, and the committee considers the comparison of the company’s total stockholder return, defined as common stock price appreciation plus dividends, assuming reinvestment of dividends into additional shares of common stock  (“TSR”), to the TSR of our peers to be the best indicator of performance.

·      We measure performance against multiple indices to avoid the risk of poor correlation of performance and reward that is inherent in reliance on a single peer index.

·      For 2016, the compensation committee determined that annual equity awards should consist approximately one half of grant date value in LTIP units subject to multi-year vesting and one half

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in performance units.  The performance units are a new component in our executive compensation program and are intended as an additional long-term incentive designed to align the executive officers’ interests more closely with those of the shareholders.

Below are additional features of our current executive compensation practices — both the practices we believe drive performance and the practices we have not implemented because we do not believe they would serve the stockholders’ long-term interests:

Executive Compensation Program Goals and Objectives

The compensation committee’s overarching goal is to attract and maintain an excellent executive management team that enhances stockholder value over the long term.  The executive compensation program is, therefore, designed to provide substantial incentives to focus executive management’s efforts accordingly.  The compensation program also is designed to encourage and reward executives who successfully execute the company’s business strategy, who provide thoughtful and creative stewardship and who exhibit outstanding performance. Specific objectives of the compensation program are to:

·      encourage and maintain a performance-driven company culture;

·      align the interests of those executive officers with the interests of stockholders;

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·      provide the compensation committee with the flexibility and discretion to reflect appropriately both individual circumstances and variable business conditions; and

·      attract and retain talented and experienced officers.

Consistent with these objectives, executive compensation is heavily weighted toward (i) performance-based metrics for bonuses and (ii) long term equity incentives.  We believe that the executive compensation program supports these objectives by providing the named executive officers with a multi-faceted compensation package, comprising a base salary, the opportunity to earn an annual cash bonus and awards under the Equity Incentive Plan.

How We Determine Executive Compensation

The compensation committee determines compensation for our named executive officers and currently has four independent directors, Messrs. Colbert, Furber, Guillemette and Weger.  The compensation committee exercises independent discretion with respect to executive compensation matters and administers our equity incentive programs, including reviewing and approving equity grants to our named executive officers pursuant to the Equity Incentive Plan and the 2015 OPP.  The compensation committee operates under a written charter adopted by the board of directors, a copy of which is available on our website at www.stagindustrial.com.  Information contained on our website is not incorporated by reference into this proxy statement and you should not consider information contained on our website to be part of this proxy statement.

The initial compensation arrangements with our named executive officers were determined in negotiations with each individual executive officer and were formalized in the executive officers’ employment agreements, as described below in “—Employment Agreements.”  In making compensation decisions for 2015, the compensation committee evaluated the performance of our chief executive officer and, together with our chief executive officer, assessed the individual performance of the other named executive officers.  The compensation committee also reviewed market-based compensation data provided by FTI and from data publicly available from other sources such as NAREIT, Institutional Shareholder Services and SNL Financial.  During 2014 and 2015, the compensation committee consulted initially with FTI and then with FPL and held meetings both independently and with the participation of our chief executive officer.

Compensation Committee Consideration of the 2015 Vote on Executive Compensation

In determining our executive compensation program for the remainder of 2016 and 2017, the compensation committee generally considered the results of the 2015 advisory vote of our stockholders on executive compensation presented in our 2015 proxy statement.  The compensation committee noted that more than 96% of the votes cast approved the compensation of the named executive officers in our 2015 proxy statement.  The compensation committee considered these voting results as supportive of the committee’s general executive compensation practices.

Engagement of Compensation Consultant

The compensation committee is authorized to retain the services of one or more executive compensation consultants, in its discretion, to assist with the establishment and review of our compensation programs and related policies.  The compensation committee has sole authority to hire, terminate and set the terms of future engagement with FTI, FPL or any other compensation consultant.

For compensation advice through 2014 (including 2015 base salaries and 2015 equity awards), the compensation committee engaged FTI, an independent compensation consulting firm, to provide market-based compensation data to assist the committee in the implementation of our comprehensive executive compensation program.  In connection with these efforts, FTI prepared for the compensation committee reports that included compensation analyses for each executive position, an analysis of a recommended peer group for the company, description of the methodology used to provide the compensation analyses and an analysis of board compensation.  FTI researched competitive market practices, reviewed the proxy statements of its recommended peer group and checked its own proprietary information data bases.  The compensation committee reviewed the peer group

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compensation analyses and methodology and in 2014, with reference to the FTI report and other factors more specific to the company, it approved the 2015 executive compensation program.  In 2015, the compensation committee retained FPL, who re-assessed the company’s compensation program for 2016 and recommended peer group changes effective for the 2015 bonuses paid in January 2016.

Peer Groups

Our focus on single tenant industrial properties that represent relative value is uncommon, making the identification of directly comparable companies difficult.  Effective beginning with the 2015 annual cash bonus paid in January 2016, FPL recommended 16 publicly-traded real estate investment trusts (“REIT”) with implied equity market capitalizations, as of June 30, 2015, ranging from approximately $632 million to $2.9 billion, having median and average market capitalizations of approximately $1.7 billion and $1.8 billion, respectively, with a diverse investment focus, including industrial, lodging, health care, shopping center, multi-family, office and free-standing REITs (the “size-based peer group”).  The companies in the size-based peer group are listed below:

For 2015 annual cash bonuses, the compensation committee also used a group of eight companies that primarily own industrial real estate (the “industry peer group”).  The companies in the industry peer group are listed below:

Company Accomplishments

Below are certain of our achievements for 2015:

·      acquired 49 buildings with approximately 8.7 million square feet for $427 million, representing approximately 21% growth of our total assets on a real estate cost basis from year-end 2014;

·      achieved an attractive occupancy rate of approximately 95.6% at year-end 2015;

·      achieved a retention rate of approximately 69.8% for leases expiring in 2015;

·      achieved, as of December 31, 2015, a ratio of net debt to real estate cost basis of  approximately 45% and a ratio of total long-term indebtedness to enterprise value of  approximately 40%;

·      raised gross equity capital of approximately $75 million through our at-the-market offering programs;

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·      maintained an investment grade rating from a nationally recognized statistical rating agency and received a credit rating upgrade;

·      increased the common stock dividend by 5.8% in 2015 and, at December 31, 2015, provided a dividend yield of approximately 7.5% based on the year-end closing stock price of $18.45; and

·      for 2015 compared to 2014, increased our funds from operations per share by approximately 8.9% and our net operating income per share/unit by approximately 4.1%.

For purposes of the above, we define:

·      “net debt” as our total long-term indebtedness less cash and cash equivalents on hand;

·      “long-term indebtedness” as our unsecured credit facility, our unsecured term loans, our unsecured notes and our mortgage notes payable;

·      “real estate cost basis” as the book value of rental property and deferred leasing intangibles, exclusive of the related accumulated depreciation and amortization; and

·      “enterprise value” as the market value of our common stock (based on the period-end closing price on the NYSE) plus the liquidation value of our preferred stock plus our long-term indebtedness.

In addition, funds from operations and net operating income meet the definition of “non-GAAP financial measures” as set forth in Item 10(e) of Regulation S-K promulgated by the SEC.  Please refer to our annual report on Form 10-K for the year ended December 31, 2015, for an explanation of why our management considers these measures, the historical amounts of these two measures and a reconciliation of the measures to the nearest measure under generally accepted accounting principles.

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Key Elements of Executive Compensation

The following table summarizes the key elements of our executive compensation program for the named executive officers and each element’s program objectives, including annual cash compensation and equity awards.  A more detailed discussion of each element of our executive compensation program follows this table.

Annual Base Salary

Annual base salary provides a minimum level of compensation commensurate with an experienced and motivated individual of the appropriate caliber and background to perform an executive officer’s job.  It should be benchmarked to current market rates to ensure that we are able to attract new executive officers, if necessary.  Base salary levels are intended to provide a steady source of income sufficient to permit these officers to focus effectively on their professional responsibilities.  Base salaries of our named executive officers are reviewed and may be adjusted periodically by the compensation committee.  No formulaic base salary increases are provided to our named executive officers.  The compensation committee has determined that executive officers’ salaries should generally constitute no more than 25% of total annual compensation.  The compensation committee also determined

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that it was in the best interests of the company to maintain a conservative approach to base salaries in 2015 and, as a result, approved salaries that, for most of our executives, were around  the 50th percentile of the company’s size-based peer group.  Annual base salaries paid to all of the named executive officers during 2015 are set forth in the “Summary Compensation Table” below.

For 2016, the compensation committee did not elect to change the annual base salaries from year end 2015 levels for Mr. Butcher ($525,000) or Mr. Mecke ($309,000).  The committee determined that 2016 annual base salaries for Mr. Crooker, who became our chief financial officer on January 26, 2016, Mr. Sullivan and Mr. King would be $300,000.

Cash Incentive Compensation Program

As set forth in the named executive officers’ employment agreements, each named executive officer is eligible to earn a discretionary annual cash bonus.  The compensation committee believes that cash bonuses are central to the attainment of the executive compensation program’s objectives.  Bonuses encourage our named executive officers to achieve both company and individual performance goals, which fosters a performance-driven company culture that aligns the executives’ interests with the stockholders’ interests while, at the same time, allowing the compensation committee flexibility and discretion.  The compensation committee also believes that both the company’s performance and the individual executive officer’s performance, as well as other factors the compensation committee deems relevant in its discretion, should be evaluated in setting the executive officer’s bonus award.  The compensation committee has determined that the named executive officers’ annual cash bonuses should generally constitute approximately 25% of total annual compensation.  As described below, the compensation committee’s (and the chief executive officer’s with respect to the other named executive officers) determination of the 2015 annual cash bonus program was guided by the company’s TSR, as well as individual performance.

The compensation committee set the target total cash compensation (annual base salary and annual cash bonus) for each executive officer at the 50th percentile for the cash compensation for the same or equivalent position for the companies in our size-based peer group.  The compensation committee then determined the annual cash bonuses using two factors weighted as follows: (i) 75% of each calculated bonus award was based on company performance (as described in more detail below); and 25% of each calculated bonus award was based on individual performance of each named executive officer as assessed by the compensation committee (or with respect to the officers other than the chief executive officer, by the chief executive officer and the compensation committee).  The compensation committee weighted company performance metrics more heavily than individual performance to closely identify the named executive officers’ interests with our stockholders’ interests.  The 50th percentile target and the specified performance metrics were not a guarantee of a minimum bonus or a threshold for granting bonuses.  The compensation committee, at its discretion and after taking into consideration changing business conditions, the performance of individual executive officers and other factors, can award higher or lower amounts.

Company Performance—Total Stockholder Return

In developing the company performance factor, the compensation committee focused on TSR, which the compensation committee believes is the best measurement to align management’s interests with our stockholders as it is more reflective of our company’s and, by extension, the executive officers’ performance.  The compensation committee determined that our TSR performance should be measured in relation to the size-based peer group, the MSCI US REIT index and the industry peer group, which comparisons would provide discrete, rational and measurable benchmarks for comparison of our performance.

Seventy-five percent (75%) of each calculated bonus award is based on the company’s TSR for the applicable year relative to the companies in the peer group, the MSCI US REIT index and the industry peer group.  Our initial TSR percentile is calculated by comparing our TSR for the year to the TSR for each of size-based peer group, the MSCI US REIT index and the industry peer group for the year and then averaging those percentile rankings.

For example, if our TSR ranks in the 50th percentile of the size-based peer group, the 60th percentile of the MSCI US REIT index’s and the 70th percentile of the industry peer group, then our initial TSR percentile for

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purposes of the cash bonus awards would be the 60th percentile.  That initial TSR percentile is then adjusted according to a “muting” methodology.  For performance above or below the 50th percentile, the initial TSR percentile is adjusted at half the variation from the 50th percentile to determine the final compensation percentile.  For example, if company performance results in an initial TRS percentile set at the 60th percentile, the final compensation percentile for the purpose of calculating the cash bonus award would be set at the 55th percentile (the +10% performance would result in a +5% award) of the size-based peer group.

For 2015, we generated a TSR of -19.6% resulting in a percentile rank in the size-based peer group of 16%, the MSCI US REIT index of 17% (using as comparison only those companies that were in the MSCI US REIT index at both the beginning and end of 2015), and the industry peer group of 2%, resulting in an initial TSR percentile rank of 12%.  The ranks were calculated based on a normal, or “z,” distribution.  After applying the muting methodology described above, the final compensation percentile for 2015 was 31%.  Therefore, the compensation committee determined that each named executive officer should receive compensation at the 31st percentile of the size-based peers for the company performance component of his/her bonus award.

Individual Performance

Twenty-five percent (25%) of an executive officer’s total calculated bonus is awarded based on the compensation committee’s (and the chief executive officer’s with respect to the other named executive officers) assessment of the individual executive officer’s performance in 2015.  In its review, the compensation committee considered the following factors:

·                  with respect to Mr. Butcher, his leadership and guidance of the company and management of our senior leadership team from its inception;

·                  with respect to Mr. Jervis, his supervision of our accounting, control and reporting functions, his significant efforts in meeting with the investment community, the company’s continuing compliance with its Sarbanes-Oxley program and the company’s raising of additional debt capital;

·                  with respect to Mr. Mecke, his stewardship of the company’s acquisition of 49 industrial buildings at a cost of $427 million, representing an increase in the company’s portfolio of approximately 21% on a real estate cost basis, and his leadership in the day-to-day operations of the company;

·                  with respect to Mr. Sullivan, his timely adherence to the company’s regulatory filing requirements, his supervision of all of our legal activities, including our at-the-market offering programs, real estate closings, leasing matters, litigation matters and financings, and his supervision of all employment matters; and

·                  with respect to Mr. King, his supervision of our leasing efforts resulting in the achievement of a 95.6% occupancy rate, a 69.8% retention rate and an annualized cash rent growth and generally accepted accounting principles rent growth of approximately 1.6% and 7.1%, respectively, for renewal and new leases signed in 2015, his successful disposition of non-core properties, and his success in executing the maintenance of our portfolio with only nominal capital expenditures.

As a result, the compensation committee determined that the executive officers should receive the following percentage points available to him for the individual performance component of his bonus award: Mr. Butcher, 70%; Mr. Jervis, 80%; Mr. Mecke, 70%; Mr. Sullivan, 60%; and Mr. King, 65%.  After adjustment for the “muting” methodology described above, the individual performance percentiles for each named executive officer were as follows: Mr. Butcher — 60th, Mr. Jervis — 65th, Mr. Mecke — 60th, Mr. Sullivan — 55th and Mr. King — 58th.

Calculation of the Bonus Awards

Based on the company’s actual performance in 2015 with respect to the specified performance metrics and the compensation committee’s assessment of individual performances described above, as well as the committee’s

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exercise of discretion with respect to Mr. King, the compensation committee approved annual cash bonuses for the named executive officers for 2015 in the following amounts:

(1)            Adjusted upward slightly in the discretion of the committee.

Because of the company’s lower TSR relative to the TSR of the companies in the compensation peer group in 2015, bonuses for 2015 were smaller than bonuses for 2014.  The following table sets forth the 2014 and 2015 cash bonus awards for Messrs. Butcher, Mecke and King.  Mr. Jervis was an executive officer for less than a full year in 2014, and Mr. Sullivan was not an executive officer until January 1, 2015.

Equity Incentive Compensation Program

The goals of our long-term, equity-based awards are to incentivize and reward increases in long-term stockholder value and to align the interests of our named executive officers with the interests of our stockholders. Because vesting is based on continued employment, our equity-based incentives also encourage the retention of our named executive officers through the award vesting period.  The compensation committee considers this alignment of vital importance and, as a result, long-term, equity-based awards will generally constitute roughly 50% of total annual compensation, subject to adjustment in the discretion of the compensation committee.

LTIP Units

The compensation committee has made and may make certain awards to our named executive officers in the form of LTIP units.  LTIP units are a separate series of units of limited partnership interests in our operating partnership. LTIP units, granted either as free-standing awards or in tandem with other awards under the Equity Incentive Plan, will be valued by reference to the value of shares of our common stock, and will be subject to such conditions and restrictions as the compensation committee may determine, including continued employment or service, computation of financial metrics and/or achievement of pre-established performance goals and objectives.  If applicable conditions and/or restrictions are not attained, participants will forfeit their LTIP units.  Unless otherwise provided, LTIP unit awards, whether vested or unvested, will entitle the participant to receive current distributions from our operating partnership equivalent to the dividends that would be payable with respect to the number of shares of our common stock underlying the LTIP unit award.

While the compensation committee has the ability to grant various equity formulations to the executive officers under the Equity Incentive Plan, to date the compensation committee has deemed LTIP unit awards to be an effective means to ensure alignment of the executives’ interests with those of the stockholders.  LTIP units are structured as “profits interests” for U.S. federal income tax purposes, and we do not expect the grant, vesting or conversion of LTIP units to produce a tax deduction for us based on current U.S. federal income tax law.  The key feature of LTIP units is that, at the time of award, LTIP units, as profits interests, initially will not have full parity on a per unit basis, with the operating partnership’s common units with respect to liquidating distributions.  Upon the occurrence of specified events, LTIP units can over time achieve full parity with common units and therefore accrete to an economic value for the participant equivalent to common units.  If such parity is achieved, LTIP units may be converted, subject to the satisfaction of applicable vesting conditions, on a one-for-one basis into common units,

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which in turn are redeemable by the holder for shares of common stock on a one-for-one basis or for the cash value of such shares, at the company’s election.  However, there are circumstances under which LTIP units will not achieve parity with common units, and until such parity is reached, the value that a participant could realize for a given number of LTIP units will be less than the value of an equal number of shares of common stock and may be zero. The compensation committee believes that this characteristic of the LTIP units, that they achieve real value only if our share value appreciates, links the executives’ compensation to our performance.  Under the Equity Incentive Plan, each LTIP unit awarded will be equivalent to an award of one share of common stock reserved under the Equity Incentive Plan, thereby reducing the number of shares of common stock available for other equity awards on a one-for-one basis.

LTIP units are awarded as an alternative to restricted stock.  One key disadvantage of restricted stock is that executives are generally taxed on the full market value of a grant at the time of vesting, even if they choose to hold the stock.  As a result, executives may need to sell a portion of their vested shares to pay taxes on their restricted stock awards from prior years.  Conversely, an executive who received LTIP units would generally be taxed only when he or she chooses to liquidate his or her LTIP units, rather than at the time of vesting.  Another key disadvantage of restricted stock is that, unlike LTIP units that achieve real value only if our share value appreciates, restricted stock has value from the date of grant and requires only the passage of time to achieve real value to the executives.

The compensation committee believes that using LTIP units for equity-based awards (i) links the executives’ compensation to the performance of the company, (ii) serves our objectives by increasing the after-tax value of a given equity grant and, therefore, enhances our equity-based compensation package for executives as a whole, (iii) advances the separate goal of promoting long-term equity ownership by executives, (iv) has no worse effect on dilution as compared to using restricted stock, (v) does not increase our recorded expense on account of equity-based compensation awards, (vi) further aligns the interests of executives with the interests of stockholders and (vii) because LTIP units are offered by many of our peers, it enables us to remain competitive with our peers in recruiting and retaining talented executives.

In January 2015, the compensation committee approved equity awards for the following fiscal year in dollar values, with the number of shares/units granted calculated by dividing the dollar value of the approved awards by the closing market price on the NYSE of a share of our common stock on the effective date of grant.  The timing, amounts and types of future awards will be in the compensation committee’s discretion.

In determining the size of the long-term equity incentives awarded to our named executive officers for 2015 service, the compensation committee considered, among other things, the role and responsibilities of the individual, competitive factors and individual performance history.  These awards were intended to enable our executive officers to establish a meaningful equity stake in our company that would vest over a period of years based on continued service.  We believe that these awards enable us to deliver competitive compensation value to the executive officers at levels sufficient to attract and retain top talent within our executive officer ranks.  The compensation committee did not determine annual equity awards based on the attainment of any particular individual or company-level performance goals or the application of any benchmarking or formula.  Instead, the compensation committee considered all of the relevant factors as applied to each named executive officer, and made a subjective determination as to the appropriate equity grant level based on that information, taking into consideration the compensation committee’s collective experience regarding appropriate annual equity grant levels.

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Based on this assessment and pursuant to the Equity Incentive Plan, the compensation committee approved the following awards of LTIP units to our named executive officers.  The following table sets forth the number and value of the LTIP unit awards to our named executive officers granted on January 12, 2015 for 2015 compensation.  The LTIP unit awards were issued on January 12, 2015 based on the full grant date fair value determined in accordance with ASC Topic 718, disregarding for this purpose the estimate of forfeitures.

The LTIP unit awards vest over three years in equal installments on a quarterly basis beginning on March 31, 2015, subject to continued service as an employee and, as applicable, director.  See “Severance Arrangement with Mr. Geoffrey G. Jervis” below for more information about the vesting of LTIP units held by Mr. Jervis.

The grants in the table above for Messrs. Butcher, Mecke and King included non-routine amounts intended to bring their total compensation to a level competitive with the company’s peers.

In addition, on May 4, 2015, in consideration for Mr. Butcher agreeing to an amended and restated employment agreement with a new three-year term, the company granted Mr. Butcher an additional 100,000 LTIP units that vest one-half on the third anniversary of the grant date and one-sixth on the fourth, fifth and six anniversaries of the grant date.  The fair value of the 100,000 LTIP units on the grant date was $2,038,000.

See Note 7 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2015, for a discussion of our accounting of LTIP units.

In January and February 2016, the compensation committee approved the grant of an aggregate of 121,451 LTIP units to our executive officers for 2016 compensation.  The grants were made on January 8 and February 22, 2016.  These LTIP unit awards vest over four years in equal installments on a quarterly basis beginning on March 31, 2016, subject to continued service as an employee and, as applicable, director.  The 2016 grants of LTIP units will be reflected in the “Summary Compensation Table” and “2016 Grants of Plan Based Awards” table in our proxy statement for the 2017 annual meeting of stockholders.

Performance Units

On March 8, 2016, the compensation committee of the company’s board of directors issued performance award share units to the company’s executive officers in the following target amounts:

·                  Benjamin S. Butcher, 33,301 units;

·                  William R. Crooker, 11,508 units;

·                  Peter S. Fearey, 6,428 units;

·                  David G. King, 10,968 units;

·                  Stephen C. Mecke, 11,174 units; and

·                  Jeffrey M. Sullivan, 10,893 units.

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The performance units are a new component in the company’s executive compensation program.  Before 2016, equity awards to executive officers consisted exclusively of LTIP units subject to vesting over a five-, four- or three-year period, plus, in 2011 and 2015, grants of interests in outperformance plans.  For 2016, the compensation committee determined that annual equity awards should consist approximately one half of grant date value in LTIP units subject to multi-year vesting and one half in performance units.  The committee expects that equity awards for years after 2016 to be similarly allocated.

The performance units are intended as an additional long-term incentive designed to align the executive officers’ interests more closely with those of the shareholders.  The ultimate value of the performance units depends on the company’s TSR over a three-year period commencing January 1, 2016.  The award measures both relative return (TSR vs. three benchmarks) and, as a condition for higher levels of value, an absolute return.

At the end of the three-year measuring period, the performance units convert into shares of common stock at a rate depending on the company’s TSR over the measuring period as compared to three different benchmarks and on the absolute amount of the company’s TSR.  A recipient of performance units may receive as few as zero shares or as many as 250% of the number of target units, plus deemed dividends.  That is, at the end of the measuring period, a recipient of 10,000 performance units may receive no value (no shares of common stock and no dividends) or receive as much as 25,000 shares of common stock plus dividends deemed to be paid during the measuring period.

The target amount of the performance units is nominally allocated:

·                  25% to the company’s TSR compared to the TSR of an industry peer group;

·                  25% to the company’s TSR compared to the TSR of a size-based peer group; and

·                  50% to the company’s TSR compared to the TSR of the companies in the MSCI US REIT index.

The potential of the portion of the award allocated to the industry and compensation peer group comparison ranges from 0% to 200% of the allocated target amount.  The potential of the portion of the award allocated to the MSCI US REIT index group comparison ranges from 0% to 300% of the allocated target amount, except that the portion of the award attributable to performance against the MSCI US REIT index group may not exceed 100% of the allocated target unless the company has a minimum absolute TSR of 25% over the measuring period.

The table below indicates the potential levels of awards within the industry peer group, the compensation peer group and the MSCI US REIT index group benchmarks.  Awards for performance between the indicated percentile rankings (e.g., between the 30th percentile and the 50th percentile) are determined by interpolating between the earned amounts (e.g., between 50% earned and 100% earned).

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No dividends are paid to the recipient during the measuring period.  At the end of the measuring period, if the company’s TSR is such that the recipient earns shares of common stock (“Award Shares”), the recipient will receive additional common stock relating to dividends deemed to have been paid on the Award Shares.  The additional shares are equal to the number of shares that the recipient would have acquired if the recipient held the Award Shares at the beginning of the measuring period and re-invested all dividends paid on the Award Shares over the measuring period into common stock on the dividend payment dates.  The company, in the discretion of the compensation committee, may pay the cash value of the deemed dividends instead of issuing additional shares.

The number of Award Shares is determined at the end of the measuring period.  One half of the Award Shares will be immediately and fully vested and transferable.  The other half will be restricted (subject to forfeiture) and vest one year after the end of the measuring period.  Any dividend shares will be immediately and fully vested and transferable.

For purposes of the performance units, the industry peer group consists of: (i) DCT Industrial Trust Inc., (ii) Duke Realty Corporation, (iii) EastGroup Properties, Inc., (iv) First Industrial Realty Trust, Inc., (v) Gramercy Property Trust Inc., (vi) Lexington Realty Trust, (vii) Liberty Property Trust, (viii) Monmouth Real Estate Investment Corp., (ix) PS Business Parks, Inc., (x) STORE Capital Corporation and (xi) Terreno Realty Corporation.

The compensation peer group consists of (i) CoreSite Realty Corporation, (ii) DCT Industrial Trust Inc., (iii) EastGroup Properties, Inc., (iv) Education Realty Trust, Inc., (v) FelCor Lodging Trust Incorporated, (vi) First Industrial Realty Trust, Inc., (vii) Hersha Hospitality Trust, (viii) Lexington Realty Trust, (ix) Parkway Properties, Inc., (x) Pennsylvania Real Estate Investment Trust, (xi) Physicians Realty Trust, (xii) PS Business Parks, Inc., (xiii) QTS Realty Trust, Inc., (xiv) Ramco-Gershenson Properties Trust, and (xv) Ryman Hospitality Properties, Inc.

Upon a change of control of the company, the measuring period for the performance units ends, and performance is measured and the award calculated and made, without pro ration, based on TSR through the date of the change of control.  Upon a termination of a recipient’s employment by the company without cause (as defined) or the recipient for good reason (as defined), the measuring period ends, and performance is measured and the award calculated and made, after pro ration based on the portion of the full measuring period elapsed, based on TSR through the date of termination.  Upon a termination of the recipient’s employment during the measuring period by the company for cause or by the recipient without good reason, the performance units terminate without any award of shares.

The 2016 grants of performance units will be reflected in the “Summary Compensation Table” and “2016 Grants of Plan Based Awards” table in our proxy statement for the 2017 annual meeting of stockholders.

2015 Outperformance Program

On January 12, 2015, the compensation committee approved the 2015 OPP under the Equity Incentive Plan to provide certain key employees of our company with incentives to contribute to the growth and financial success of our company.  The 2015 OPP utilizes TSR over a three-year measurement period ending January 1, 2018, as the performance measurement and is similar to an outperformance plan adopted in 2011 by the compensation committee that measured TSR over a three-year period ending September 20, 2014.  In 2016, the compensation committee determined to eliminate new outperformance plans as a component of executive compensation for 2016 and subsequent years.  The performance units discussed above were designed, in part, as a replacement of additional outperformance plans.

Based on the tracking of the company’s TSR from January 1, 2015, through the date of this proxy statement, no awards will be paid under the 2015 OPP.

Recipients of awards under the 2015 OPP will share in an outperformance pool if our TSR, including both stock appreciation and dividends (assuming reinvestment), exceeds an absolute hurdle over a three-year measurement period from January 1, 2015, to January 1, 2018, based on a beginning value of $24.4895 per share of our common stock.  The aggregate reward that all recipients collectively can earn, as measured by the

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outperformance pool, is capped at the lesser of (i) 0.24% of our market capitalization at the end of the measurement period, and (ii) $15,360,000.

Provided our increase in cumulative TSR over the three-year measurement period is equal to or greater than 25% (the “2015 Threshold Percentage”), the outperformance pool will consist of 10% of the excess TSR above a target TSR hurdle (the “Target Return”).  The Target Return is equal to the TSR over the three-year measurement period of the MSCI US REIT Index plus five percentage points.  No awards will be paid under the 2015 OPP if our cumulative TSR is below the 2015 Threshold Percentage.  If our cumulative TSR is equal to or in excess of the 2015 Threshold Percentage and greater than the Target Return, then the award recipients will be entitled to the payments described below.

Each participant’s award under the 2015 OPP will be designated as a specified percentage of the aggregate outperformance pool.  The compensation committee approved the following percentage allocations of the aggregate outperformance pool under the 2015 OPP for our executive officers and other employees:

·                  Benjamin S. Butcher, chief executive officer and president, 29.6%;

·                  William R. Crooker, executive vice president, chief financial officer and treasurer, 4.9%;

·                  Geoffrey G. Jervis, executive vice president, chief financial officer and treasurer, 11.9% (see “Severance Arrangements with Mr. Geoffrey G. Jervis” below for more information about the vesting of the 2015 OPP award held by Mr. Jervis);

·                  Stephen C. Mecke, executive vice president and chief operating officer, 10.2%;

·                  Jeffrey M. Sullivan, executive vice president, general counsel and secretary, 9.5%;

·                  David G. King, executive vice president and director of real estate operations, 9.0%; and

·                  other employees (in the aggregate), 24.9%.

Assuming the applicable return thresholds are achieved at the end of the measurement period, the outperformance pool will be calculated and then allocated among the award recipients in accordance with each individual’s percentage.  The award will be paid in the form of fully vested shares of our common stock, unless the compensation committee elects, with the award recipient’s consent, to issue the award recipient other securities of our company or our affiliates (including LTIP units) or to make a cash payment to the award recipient equal to the award recipient’s share of the outperformance pool.  The number of shares of common stock earned by each award recipient will be determined at the end of the performance measurement period by dividing his or her share of the outperformance pool by the closing price of our common stock on the NYSE on the valuation date.  If a participant’s employment terminates for any reason other than cause (as defined in the 2015 OPP) before the end of the three-year measurement period, the participant’s award will be pro-rated to reflect the participant’s employment period through such date.  If a participant’s employment terminates for cause before the end of the three-year measurement period, the participant forfeits his or her rights in the 2015 OPP in full.

If a change in control (as defined in the 2015 OPP) occurs during the measurement period, the measurement period will end as of the date of the change of control, the 2015 Threshold Percentage and the Target Return will be pro-rated based on the portion of the original three-year period then elapsed and the outperformance pool will be calculated and allocated among the award recipients in accordance with each individual’s percentage.

The compensation committee may, in its absolute discretion, without amendment to the 2015 OPP, adjust any of the terms applicable to any award; provided, however, that no amendment shall adversely affect any outstanding award without the consent of the recipient thereof.

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Employee Benefits

Our full-time employees, including our named executive officers, are eligible to participate in health and welfare benefit plans, which provide medical, dental, prescription, life insurance, disability insurance and related benefits.

Additional Compensation Components

In the future, as we further formulate and implement our compensation program, we may provide different and/or additional compensation components, benefits and/or perquisites to our named executive officers, to ensure that we provide a balanced and comprehensive compensation structure.  We believe that it is important to maintain flexibility to adapt our compensation structure at this time to properly attract, motivate and retain the top executive talent for which we compete.

Employment Agreements

We enter into employment agreements with each of our named executive officers. We believe that the employment agreements benefit us by helping to retain the executives and by requiring the executive officers to devote the necessary business attention and time to our affairs.  The employment agreements with Messrs. Butcher, Crooker, Mecke, Sullivan and King are for a term of three years; provided, however, that the term is automatically extended at the end of each term for successive one-year periods unless, not less than 60 days prior to the termination of the then existing term, either party provides a notice of non-renewal to the other party.

On May 4, 2015, the company, the operating partnership and Mr. Butcher entered into an amended and restated employment agreement.  The amended and restated agreement is similar to Mr. Butcher’s original employment agreement and, as provided above, the amended and restated agreement is for an initial term of three years.  In connection with the amended and restated agreement, the compensation committee of the board of directors granted Mr. Butcher a retention award of 100,000 LTIP units that vest one-half on the third anniversary of the grant and one-sixth on the fourth, fifth and sixth anniversaries.

Pursuant to the employment agreements, our named executive officers also are eligible to receive additional awards of LTIP units and other equity awards, subject to the terms of the Equity Incentive Plan (or other then effective incentive plan) and the applicable award agreement.  The employment agreements provide for immediate vesting of all outstanding equity-based awards held by the executive officers upon a change in control of us and their subsequent termination or non-renewal, termination of the executive officer’s employment by us without “cause” or by the executive officer for “good reason.”  In addition, each of Messrs. Butcher, Crooker, Mecke, Sullivan and King will be subject to a non-competition provision for the twelve-month period following any termination of employment other than a termination by us without “cause” or by the executive officer for “good reason.”  The employment agreements also provide for participation in any other employee benefit plans, insurance policies or contracts maintained by us relating to retirement, health, disability, vacation and other related benefits.

The employment agreement with Mr. Butcher provides that upon the termination of his employment either by us without “cause” or by the executive officer for “good reason,” or in the event that following a change of control we or our successor gives him a notice of non-renewal within 12 months following the change of control, Mr. Butcher will be entitled to the following severance payments and benefits, subject to his execution of a general release in our favor:

·                  a lump-sum cash payment equal to three times the sum of (1) Mr. Butcher’s then-current annual base salary; and (2) the bonus paid to Mr. Butcher for the most recently completed fiscal year for which the amount of his bonus was determined;

·                  our direct-to-insurer payment of any group health or other insurance premiums that Mr. Butcher would otherwise have been required to pay to obtain coverage under our group health and other insurance plans for a period of 18 months; and

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·                  immediate vesting of all outstanding equity-based awards held by Mr. Butcher.

In addition, the employment agreement with Mr. Butcher provides that upon termination of his employment by his death or disability, Mr. Butcher will be entitled to receive his accrued and unpaid then-current annual base salary as of the date of his death or disability and the bonus pro-rated through the date of his death or disability.

The employment agreements with Messrs. Crooker, Mecke, Sullivan and King provide that upon the termination of an executive officer’s employment either by us without “cause” or by the executive officer for “good reason,” or in the event that following a change of control we or our successor gives the executive officer a notice of non-renewal within 12 months following the change of control, the executive officer will be entitled under his or her employment agreement to the following severance payments and benefits, subject to the executive officer’s execution of a general release in our favor:

·                  a lump-sum cash payment equal to two times the sum of (1) the executive officer’s then-current annual base salary; and (2) the bonus paid to the executive officer for the most recently completed fiscal year for which the amount of his or her bonus was determined;

·                  our direct-to-insurer payment of any group health premiums or other insurance that the executive officer would otherwise have been required to pay to obtain coverage under our group health and other insurance plans for a period of 18 months; and

·                  immediate vesting of all outstanding equity-based awards held by the executive officer.

In addition, the employment agreements with Messrs. Crooker, Mecke, Sullivan and King provide that, upon termination of the officer’s employment by the officer’s death or disability, the officer will be entitled to receive his or her accrued and unpaid then-current annual base salary as of the date of his or her death or disability and the bonus pro-rated through the date of his or her death or disability.  Messrs. Crooker and Sullivan will also be entitled to receive our direct-to-insurer payment of any group health or other insurance premiums they would have otherwise been required to pay to obtain coverage  under our group health and other insurance plans for 18 months.

Pursuant to the employment agreements, Messrs. Butcher, Crooker, Mecke, Sullivan and King receive a monthly commuting and parking allowance of up to $500.

None of the employment agreements contains a Code Section 280G excise tax gross-up provision.

Severance Arrangements with Mr. Geoffrey G. Jervis

On January 25, 2016, we and Mr. Geoffrey G. Jervis, our former chief financial officer, executive vice president and treasurer, agreed that Mr. Jervis’s employment with the Company would terminate effective February 25, 2016.  Pursuant to the terms and conditions of the employment agreement and the several LTIP unit agreements between the company and Mr. Jervis and the 2015 OPP and provided certain conditions are met, Mr. Jervis is entitled to receive a severance package, including:

·                  a pro rata bonus for the portion of 2016 he was employed by the company;

·                  a lump sum severance payment equal to two times the sum of (i) Mr. Jervis’s annual base salary, and (ii) the annual cash bonus paid to Mr. Jervis for 2015;

·                  payment of “COBRA” premiums for continuation of health and dental plan coverage for 18 months and continuation of disability and life insurance benefits for 18 months or the payment of the premiums therefor;

·                  immediate vesting of all outstanding LTIP units (which shall, in accordance with the applicable award agreement, remain subject to achieving parity with common units of limited partnership

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interest in the Company’s operating partnership, STAG Industrial Operating Partnership, L.P., a Delaware limited partnership); and

·                  eligibility to receive a pro-rated award payment under the 2015 OPP in January 2018, subject to the Company’s performance satisfying the criteria for payment pursuant to the terms of the 2015 OPP.

Stock Ownership Guidelines for Executive Officers

We have adopted stock ownership guidelines that apply to all our executive officers. The stock ownership guidelines require that the chief executive officer and president own qualified securities equal to six times his/her annual base salary and the chief financial officer, chief operating officer and other executive officers own qualified securities equal to three times his/her annual base salary.  Qualified securities include the company’s common stock, preferred stock, common units and LTIP units, whether owned directly or indirectly.  Current executive officers had up to two years from the stock ownership guidelines adoption in November 2013 and newly appointed executive officers will have up to five years to comply with the stock ownership guidelines.  All of our executive officers are in compliance with the stock ownership guidelines.

Prohibition Against Hedging and Pledging

Our insider trading policy prohibits our officers, directors and employees and their respective family members from, among other prohibited activities, directly or indirectly engaging in short-term or speculative transactions in our securities or in other transactions in our securities that may lead to inadvertent violations of insider trading laws.  The insider trading policy prohibits our officers, directors and employees and their respective family members from, among other prohibited activities, (i) directly or indirectly engaging in strategies using puts, calls, equity swaps or other derivative securities on an exchange or in any other market in order to hedge or offset any decreases in the market value of any directly or indirectly owned securities of the company; (ii) engaging in short sale transactions or forward sale transactions or any short-term or speculative transactions in our securities or in other transactions in our securities that may lead to inadvertent violations of insider trading laws; and (iii) pledging our securities as collateral for a loan or otherwise using our securities to secure a debt, including through the use of traditional margin accounts with a broker.

Conclusion

The two diagrams below depict the cash and equity compensation of our chief executive officer for 2015 and his targeted 2016 compensation.  The first diagram demonstrates that a substantial majority of our chief executive officer’s 2015 compensation (87%) was strongly aligned with the interests of the stockholders because either it was determined by or depends on TSR or its value fluctuates as the company’s common stock price increases or decreases.  The second diagram demonstrates that a substantial majority (83%) again will be strongly aligned with stockholder interests and, as a result of the compensation committee’s modification of the company’s equity incentive program to include performance units, that more than half of his compensation will be determined by reference to the company’s TSR.  In each case, less than 20% of our chief executive officer’s compensation is fixed base salary that is not dependent on the company’s stock price performance.  All other compensation is variable.

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(1)                                 Compensation consists of 2015 base salary, 2015 annual incentive bonus and the grant date fair value of LTIP units and 2015 OPP interests granted in January 2015.  Excludes one-time grant of LTIP units in May 2015 in connection with the chief executive officer entering into an amended and restated employment agreement with a new three-year term.  “At Risk” means the applicable compensation is either determined by or depends on TSR or its value fluctuates with the company’s common stock price (as in the case of LTIP units subject to forfeiture).

(2)                                 Compensation consists of 2016 base salary, annual incentive bonus based on 2015 annual incentive bonus (actual bonus for 2016 may be different) and the grant date fair value of LTIP units and performance units granted in January and March 2016.  No outperformance plan interests were granted for 2016.  “At Risk” means the applicable compensation is either determined by or depends on TSR or its value fluctuates with the company’s common stock price (as in the case of LTIP units subject to forfeiture).

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The following table shows our chief executive officer’s cash and equity compensation for 2015 compared to 2014, excluding the one-time, non-recurring LTIP unit grant in 2015 associated with the chief executive officer entering into an amended and restated employment agreement with a new three-year term.  The one-time grant provides for a significantly different and longer vesting schedule than the recurring, annual grants of LTIP units.  (No vesting until the third anniversary of the grant date, at which point one half of the grant vests.  The remaining one half vests pro rata on the fourth, fifth and sixth anniversaries of the grant date.)  The following table is not intended to replace the Summary Compensation Table on the next page, which includes the one-time inducement grant.  We believe, however, that the following table better depicts the chief executive officer’s compensation tied to the applicable performance year.  Consistent with the company’s commitment to a pay-for-performance compensation structure, the value of the aggregate compensation paid or issued to the chief executive officer in 2015 (excluding the one-time grant) decreased by approximately 25% from the applicable grant date to December 31, 2015.  The company’s TSR for 2015 was -19.6%.

(1)                                 Values of the LTIP units and outperformance plan interests (as applicable) are based on grant date fair values, as presented in the Summary Compensation Table.

(2)                                 Value of the LTIP units is based on the company’s common stock price as of December 31, 2015, and the value of the outperformance plan interests is based on the company’s TSR from January 1 through December 31, 2015.  As of December 31, 2015, the company’s TSR was tracking to result in no payouts under the 2015 OPP.

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EXECUTIVE OFFICER COMPENSATION TABLES

Summary Compensation Table

The following table sets forth the information required by Item 402 of Regulation S-K promulgated by the SEC.  The table sets forth the base salary and other compensation that was paid or earned in 2015 by our named executive officers.  With respect to equity incentive awards, the dollar amounts indicated in the table under “Stock Awards” are the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718.

(1)                                 For 2015, represents the total grant date fair value of LTIP units granted January 8, 2015 under the Equity Incentive Plan and awards under the 2015 OPP, determined in accordance with ASC Topic 718, disregarding for this purpose the estimate of forfeitures.

The grant date fair values for the named executive officers relating to 2015 LTIP unit awards are as follows: Benjamin S. Butcher—$4,260,266; Geoffrey G. Jervis—$647,981; Stephen C. Mecke—$731,190; Jeffrey M. Sullivan—$521,996; and David G. King—$666,304.  The LTIP unit awards granted in 2015 vest over three years from the date of grant in equal installments on a quarterly basis, subject to continued service as an employee or director, except in the case of Mr. Butcher’s retention award of 100,000 LTIP units that vest one-half on the third anniversary of the grant and one-sixth on the fourth, fifth and sixth anniversaries, subject to continued service as an employee or, as applicable, director.

The grant date fair values for the named executive officers relating to awards under the 2015 OPP based upon the probable outcome of the performance conditions as of the grant date for the award are as follows: Benjamin S. Butcher—$464,720; Geoffrey G. Jervis—$186,830; Stephen C. Mecke—$160,140; Jeffrey M. Sullivan—$149,150; and David G. King—$141,300.  The maximum value of the awards under the 2015 OPP assuming that the highest level of performance and equity market capitalization conditions were achieved are as follows: Benjamin S. Butcher—$4,546,560; Geoffrey G. Jervis—$1,827,840; Stephen C. Mecke—$1,566,720; Jeffrey M. Sullivan—$1,459,200; and David G. King—$1,382,400.  The foregoing maximum values were calculated assuming the maximum aggregate amount of awards was $15,360,000 (the theoretical cap under the 2015 OPP).  For the awards to have value, the 2015 OPP requires our company to outperform absolute and relative return thresholds.  As of December 31, 2015, based on the company’s actual equity market capitalization and assuming the maximum performance conditions had been achieved, the maximum aggregate amount of awards for all participants (including officers other than the executive officers) would have been $3,000,000 and not $15,360,000.  In addition, as of December 31, 2015, the company’s performance was insufficient to result in any award under the 2015 OPP.

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(2)                                 All other compensation for 2015 represents amounts paid for health insurance premiums, 401(k) matching contributions, automobile/parking allowances, and distributions on unvested common units, as follows:

                                                *Includes $5,587 of payments in lieu of health insurance until the executive enrolled in the company’s health insurance plan.

(3)                                 On May 4, 2015, the company and Benjamin S. Butcher entered into an amended and restated employment agreement that, among other matters, eliminated a car allowance and increased his salary from $515,000 to $525,000.

(4)                                 Mr. Jervis’s employment began on July 1, 2014 and ended on February 25, 2016.

(5)                                 Mr. Sullivan became our executive vice president, general counsel and secretary on January 1, 2015.

2015 Grants of Plan-Based Awards

The following table sets forth information with respect to plan-based awards granted in 2015 to the named executive officers.

(1)                                 Represents awards under the 2015 OPP.  The awards for each named executive officer may range from $0 to the maximum amount set forth in the table.  Accordingly, the “Threshold” column is not applicable and has been omitted. Also, because there is no established target amount under this program, the amount reported in the “Target” subcolumn represents the amount the named executive officers would have earned if our performance for the three-year performance period under the program continued at the same annualized rate as we experienced from January 1, 2015, the first day of the performance period, through December 31, 2015.  Because the annualized total stockholder return during this period was less than that required for the named executive officers to earn awards under the 2015 OPP, the amount reported in the “Target” subcolumn is $0.

(2)                                 Stock awards were made in the form of LTIP units.

(3)                                 The amounts included in this column represent the full grant date fair value of the LTIP unit awards, determined in accordance with ASC Topic 718, disregarding for this purpose the estimate of forfeitures.  See Note 7 to our

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consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2015, for a discussion of our accounting of LTIP units and the assumptions used.

(4)                                 The LTIP units will vest over three years in equal installments on a quarterly basis beginning on March 31, 2015, subject to continued service as an employee or, as applicable, director.

(5)                                 The LTIP units will vest one-half on the third anniversary of the grant and one-sixth on the fourth, fifth and sixth anniversaries, subject to continued service as an employee or, as applicable, director.

(6)                                 The LTIP units were scheduled to vest over three years in equal installments on a quarterly basis beginning on March 31, 2015, subject to continued service as an employee.  Pursuant to the terms of the severance arrangement, Mr. Jervis’s LTIP units will vest in full on March 25, 2016.

(7)                                 Pursuant to the terms of the severance arrangement, Mr. Jervis will be eligible to receive an award payment under the 2015 OPP in January 2018 for the pro-rated period from January 1, 2015 to February 25, 2016.

Outstanding Equity Awards at Fiscal Year-End 2015

The following table sets forth information with respect to outstanding equity awards held by the named executive officers as of December 31, 2015.  No option awards were outstanding for the named executive officers as of December 31, 2015.

(1)                                 The following table summarizes the time-based LTIP unit awards for which a portion of the LTIP units remain unvested as of December 31, 2015. The table also provides information about the applicable vesting periods.