DEF 14A of STAG Industrial, Inc., Mar 20, 2024

DEF 14A of STAG Industrial, Inc.

Filed Mar 20, 2024 · FY20230001104659-24-036729

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The Board currently consists of 10 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 2024 annual meeting, 10 directors will be elected to serve until the 2025 annual meeting and until their successors are duly elected and qualified. The Board has nominated the following current directors (the “nominees”) to serve as directors: Benjamin S. Butcher, Jit Kee Chin, Virgis W. Colbert, William R. Crooker, Michelle S. Dilley, Jeffrey D. Furber, Larry T. Guillemette, Francis X. Jacoby III, Christopher P. Marr and Hans S. Weger. The Board anticipates that each nominee will serve, if elected, as a director. However, if anyone nominated by the Board is unable to accept election, the proxies will be voted for the election of such other person or persons as the Board may recommend.

  2. Director Nominees for Election to Term Expiring 2025

    Director Nominees for Election to Term Expiring 2025 The following tables and biographical descriptions set forth certain information with respect to each nominee, including the specific experience, qualifications, attributes and skills that led to the conclusion by the Board that such person should continue to serve as a director.

  3. Director Nominees for Election to Term Expiring 2025

    | Director Nominees | Age | Principal Occupation | Director Since | | Benjamin S. Butcher | 70 | Retired Chief Executive Officer | 2010 | | Jit Kee Chin | 45 | Executive Vice President and Chief Technology Officer at Suffolk Construction | 2020 | | Virgis W. Colbert | 84 | Retired Executive Vice President of Miller Brewing Company | 2014 | | William R. Crooker | 44 | President and Chief Executive Officer | 2022 | | Michelle S. Dilley | 52 | Chief Executive Officer of Awesome Leaders, NFP | 2018 | | Jeffrey D. Furber | 65 | Chairman Emeritus of AEW | 2011 | | Larry T. Guillemette | 68 | Chairman of the Board / Retired Chief Executive Officer and President of Amtrol | 2011 | | Francis X. Jacoby III | 62 | Chief Financial Officer and Executive Vice President of Leggat McCall Properties, LLC | 2011 | | Christopher P. Marr | 59 | President and Chief Executive Officer of CubeSmart | 2012 | | Hans S. Weger | 60 | Strategic Consultant | 2011 |

  4. Director Qualifications

    Director Qualifications

  5. Director Qualifications

    | | Butcher | Chin | Colbert | Crooker | Dilley | Furber | Guillemette | Jacoby | Marr | Weger | | CEO/public company executive | • | | • | • | | • | • | | • | • | | Data analytics | | • | | | | | | | | | | Finance/accounting | | | | • | | | • | • | • | • | | Industrial operations | • | | • | • | • | | • | | | | | Logistics | • | • | | | • | | | | | | | Real estate / construction / development / finance | • | • | | • | | • | | • | • | • | | Real estate or property technology | | • | | | | | | | | | | Risk management | • | • | • | • | | • | • | | • | • | | Strategic planning | • | • | • | • | • | • | • | • | • | • | | Supply chain management | • | | • | | • | | | | | |

  6. Director Nominees

    Director Nominees

  7. Director Nominees

    | Benjamin S. Butcher Director Committees: • Investment (Chair) Diversity Information: • Gender: Male • Race/Ethnicity: White | Mr. Butcher served as our Executive Chairman of the Board from July 2022 through July 2023, Chief Executive Officer and Chairman of the Board from 2010 to 2022 and President from 2010 to 2021. Prior to the formation of our Company, Mr. Butcher oversaw the growth of our predecessor business, serving as a member of the Board of Managers of STAG Capital Partners, LLC, STAG Capital Partners III, LLC, and their affiliates from 2003 to 2011. From 1999 to 2003, Mr. Butcher was engaged as a private equity investor in real estate and technology. From 1997 to 1998, Mr. Butcher served as a Director at Credit Suisse First Boston, where he sourced and executed transactions for the principal transactions group (real estate debt and equity). Prior to that, he served as a Director at Nomura Asset Capital from 1993 to 1997, where he focused on marketing and business development for its commercial mortgage-backed securities group. Mr. Butcher serves as a member of the Board of Trustees and a member of the Nominating and Corporate Governance Committee and Compensation Committee of Elme Communities, Inc. (NYSE: ELME) (formerly Washington Real Estate Investment Trust (NYSE: WRE)), an owner of properties in the greater Washington, D.C. metropolitan area. Mr. Butcher holds a Bachelor of Arts degree from Bowdoin College and a Master of Business Administration degree from the Tuck School of Business at Dartmouth. In light of his extensive Company-specific operational, finance and market experience, his leadership abilities, his foundership of our Company, and his expertise in the acquisition, ownership and management of single-tenant industrial properties, the Board believes that it is in the best interests of our Company and our stockholders for Mr. Butcher to continue to serve as a director on the Board, subject to stockholder approval at the annual meeting. | | Jit Kee Chin Independent Director Committees: • Audit Diversity Information: • Gender: Female • Race/Ethnicity: Asian | Dr. Jit Kee Chin has served since 2023 as Executive Vice President and Chief Technology Officer at Suffolk Construction Corporation Inc. (“Suffolk”), a national privately-held general contractor, and also served as the Chief Data Officer since 2017 and Chief Innovation Officer since 2019. In her roles, Dr. Chin is responsible for building new technology capabilities for Suffolk, setting vision and strategy, driving business insight through analytics and operationalizing the transformation. She is also a co-founder and Managing Partner of Suffolk Technologies, a venture investment entity that invests in disruptive technologies within the built environment. Before joining Suffolk, from 2008 to 2017, she served in various positions with McKinsey & Company, a global strategy consulting company, including as a senior expert in analytics from 2016 to 2017, where she specialized in the design and implementation of end-to-end analytics transformations, and as an associate principal from 2013 to 2016, where she focused on strategic, commercial and analytics consulting for transport, travel, hospitality and logistics clients. Dr. Chin is a member of the Board of Trustees of CubeSmart (NYSE: CUBE) and also serves on their audit committee. Dr. Chin holds a Doctor of Philosophy degree from the Massachusetts Institute of Technology and a Bachelor of Science degree from the California Institute of Technology. In light of her extensive data, analytics and technology infrastructure expertise, including the development and implementation of strategic initiatives, the Board believes that it is in the best interests of our Company and our stockholders for Dr. Chin to continue to serve as a director on the Board, subject to stockholder approval at the annual meeting. |

  8. Director Nominees

    | Virgis W. Colbert Independent Director Committees: • Compensation • Nominating and Corporate Governance Diversity Information: • Gender: Male • Race/Ethnicity: Black/African American | Mr. Colbert served in a variety of key leadership positions with Miller Brewing Company from 1979 until his retirement in 2005, including Executive Vice President of Worldwide Operations from 1997 to 2005 and Senior Vice President of Operations from 1993 to 1997. As Executive Vice President, Mr. Colbert was responsible for plant operations, international operations, brewing, research and quality assurance, engineering, procurement, order production/planning and logistics. Since his retirement, he continues to serve as a Senior Advisor to MolsonCoors LLC. Mr. Colbert also serves on the board of the Hutchins Center for African & African American Research at Harvard University (since 2013). From 2019 until 2023, Mr. Colbert served as a director of Drive Shack, Inc., which was a publicly-reporting company until 2023. He previously served on the boards of Lorillard, Inc. from 2008 to 2015 (including as lead director from 2013 to 2015), The Hillshire Brands Company (formerly known as Sara Lee Corporation) from 2006 to 2013, Bank of America Corp. (NYSE: BAC) from 2008 to 2013, Merrill Lynch & Co., Inc. from 2006 to 2008, Stanley Black & Decker from 2003 to 2012 and The Manitowoc Company, Inc. from 2002 to 2012. He is the former Chairman and current Chairman Emeritus of the Board for the Thurgood Marshall College Fund, and the former Chairman of the Board for Fisk University. Mr. Colbert received Honorary Doctor of Humane Letters degrees from Fisk University in 2005 and from Kentucky State University in 2001. He holds a Bachelor of Science degree from Central Michigan University. In light of his extensive public company board and corporate governance experience and his significant operational experience, including logistics, plant operations and other issues common to our tenants, the Board believes that it is in the best interests of our Company and our stockholders for Mr. Colbert to continue to serve as a director on the Board, subject to stockholder approval at the annual meeting. | | William R. Crooker President, Chief Executive Officer and Director Committees: • Investment Diversity Information: • Gender: Male • Race/Ethnicity: White | Mr. Crooker has served as our Chief Executive Officer and a director since 2022 and president since 2021. Previously, Mr. Crooker served as our Chief Financial Officer and Treasurer from 2016 to 2022, Executive Vice President from 2016 to 2021, Chief Accounting Officer from 2011 to 2016 and Senior Vice President of Capital Markets from 2015 to 2016. Prior to the formation of our Company, Mr. Crooker served as Chief Accounting Officer for STAG Capital Partners, LLC from 2010 to 2011. From 2002 to 2010, Mr. Crooker worked for KPMG LLP in its real estate practice, focusing primarily on publicly-traded REITs. He held various positions with KPMG LLP, including most recently as Senior Manager. Mr. Crooker is a certified public accountant and received his Bachelor of Science degree from Bentley University. In light of his extensive Company specific operational experience, his leadership abilities, and his financial and capital markets expertise, the Board believes that it is in the best interests of our Company and our stockholders for Mr. Crooker to continue to serve as a director on the Board, subject to stockholder approval at the annual meeting. |

  9. Director Nominees

    | Michelle S. Dilley Independent Director Committees: • Compensation • Nominating and Corporate Governance Diversity Information: • Gender: Female • Race/Ethnicity: White | Ms. Dilley has served as the Chief Executive Officer of Awesome Leaders, NFP since July 2020. AWESOME (Achieving Women’s Excellence in Supply Chain Operations, Management and Education) is the supply chain industry’s most active and prominent organization focused on advancing and transforming the future of supply chain leadership. Prior to joining AWESOME, Ms. Dilley served as Chief Supply Chain Transformation Officer and additionally as Chief Operating Officer at DSC Logistics, Inc. (“DSC”), a logistics and supply chain management organization, from 2017 to 2020. In these roles, she led the vision for the company’s operating platform, implemented strategic initiatives to deliver continuous improvement and was directly responsible for DSC’s network of logistics centers and supply chain packaging operations throughout North America. From 2014 to 2017, she served as Senior Vice President, Operations at LaSalle Bristol, LP, a product distributor and manufacturer for factory-built housing, recreational vehicles and other markets, where she was accountable for supply chain operations and transportation throughout the United States and Canada. From 2009 to 2014, she served as Vice President, Supply Chain at Ascension Health, a non-profit health system, where she led the supply chain business transformation and operational redesign. Ms. Dilley started her career at Whirlpool Corporation, where she served in a variety of roles, including general manager, global indirect goods & services sourcing from 2005 to 2009. Ms. Dilley holds a Bachelor of Arts degree from the University of Michigan. In light of her significant supply chain, finance and operational experience, including experience in the development and implementation of strategic initiatives, and her recent experience with diversity initiatives in the supply chain industry, the Board believes that it is in the best interests of our Company and our stockholders for Ms. Dilley to continue to serve as a director on the Board, subject to stockholder approval at the annual meeting. | | Jeffrey D. Furber Independent Director Committees: • Compensation (Chair) • Investment Diversity Information: • Gender: Male • Race/Ethnicity: White | Jeffrey D. Furber is Chairman Emeritus of AEW. He served as the Global Chairman of AEW from 2020 until his retirement in December 2023. From 1999 until transitioning to the then newly created role of Global Chairman in 2020, Mr. Furber served as Global Chief Executive Officer. As one of the leading real estate investment advisors, AEW manages approximately $90 billion of real estate assets and securities on behalf of a global client base of public and corporate pension funds, sovereign wealth funds, endowments, foundations and high net worth investors. Mr. Furber had oversight responsibility for all of AEW’s operating business units in the United States, Europe and Asia. He was also a member of AEW’s risk management committee and the investment committees in North America, Europe and Asia. Mr. Furber has approximately 40 years of real estate investment experience, including 25 years in his capacity as Chief Executive Officer or Chairman of AEW. Mr. Furber is a member of the board of the Boston Children’s Hospital Trust and the Ogunquit Playhouse, as well as a former member of the board of The Howard Hughes Corporation (NYSE: HHC). Mr. Furber holds a Bachelor of Arts degree from Dartmouth College and a Master of Business Administration degree from Harvard Business School. In light of his significant leadership, corporate governance and capital markets experience and his more than 30 years of real estate investment experience, including 22 years as Chief Executive Officer of AEW, the Board believes that it is in the best interests of our Company and our stockholders for Mr. Furber to continue to serve as a director on the Board, subject to stockholder approval at the annual meeting. |

  10. Director Nominees

    | Larry T. Guillemette Chairman of the Board Committees: • Audit • Compensation Diversity Information: • Gender: Male • Race/Ethnicity: White | Mr. Guillemette served as Chairman of the Board, Chief Executive Officer and President of Amtrol Inc., a multi-national pressure vessel manufacturer (“Amtrol”), from 2006 until his retirement in 2017. Mr. Guillemette also served as Executive Vice President and Chief Financial Officer of Amtrol from 2000 to 2006 and as Executive Vice President of Marketing and Business Development from 1998 to 2000. Prior to joining Amtrol, Mr. Guillemette served as Chief Executive Officer and President of Balcrank Products, Inc., a manufacturer of lubrication equipment for the automotive service market and other industrial product lines from 1991 to 1998. From 1990 to 1991, he served as Senior Vice President and Senior Financial Officer of The O’Connor Group, a real estate investment, management and development firm. Prior to that, from 1986 to 1990, Mr. Guillemette served as a Vice President for Hampton Partners/G.M. Cypres & Co., Inc., an investment banking partnership. From 1979 to 1986, Mr. Guillemette served in various management positions with units of the Henley Group and its predecessors, including Allied-Signal, The Signal Companies and Wheelabrator-Frye. Mr. Guillemette holds a Bachelor of Arts degree from Dartmouth College and a Master of Business Administration degree from the Tuck School of Business at Dartmouth. In light of his extensive leadership experience through his senior officer and director positions and his accounting and real estate experience, the Board believes that it is in the best interests of our Company and our stockholders for Mr. Guillemette to continue to serve as a director on the Board, subject to stockholder approval at the annual meeting. | | Francis X. Jacoby III Independent Director Committees: • Audit • Investment • Nominating and Corporate Governance Diversity Information: • Gender: Male • Race/Ethnicity: White | Since 2016, and from 1995 to 2001, Mr. Jacoby has served as Executive Vice President and Chief Financial Officer of Leggat McCall Properties, LLC, a real estate development company. From 2013 to 2016, Mr. Jacoby served as an independent consultant providing real estate finance, development and disposition related services. From 2008 to 2013, he served as President of Kensington Investment Company, Inc., the wealth management office for a family that owns travel-related businesses and passenger ships and makes investments in real estate, private equity and venture capital. In addition, in 2012, Mr. Jacoby served as the Chief Financial Officer of Grand Circle Corporation, an affiliate of Kensington Investment Company, Inc. From 2001 to 2008, Mr. Jacoby served as the Senior Vice President and Chief Financial Officer for GID Investment Advisers LLC, a family wealth management office whose primary focus is developing, acquiring and managing apartment communities, suburban office properties and flex industrial business parks throughout the United States for its own account and for joint ventures with institutional investors. From 1983 to 1995, Mr. Jacoby held a variety of senior management positions in the acquisitions, asset management and finance departments of Winthrop Financial Associates, a real estate investment company which owned and managed multiple property types. Mr. Jacoby holds a Bachelor of Arts degree from Dartmouth College and a Master of Business Administration degree from Boston University. In light of his extensive investment and capital markets experience and his significant financial and real estate investment experience, including structuring, negotiating and closing complex transactions, the Board believes that it is in the best interests of our Company and our stockholders for Mr. Jacoby to continue to serve as a director on the Board, subject to stockholder approval at the annual meeting. |

  11. Director Nominees

    | Christopher P. Marr Independent Director Committees: • Audit • Nominating and Corporate Governance (Chair) Diversity Information: • Gender: Male • Race/Ethnicity: White | Mr. Marr has served as Chief Executive Officer and member of the Board of Trustees of CubeSmart (NYSE: CUBE), a real estate company that acquires, owns, operates and develops self-storage facilities in the United States, since 2014 and as President of CubeSmart since 2008. Previously, he served as Chief Operating Officer of CubeSmart from 2012 to 2014, as Chief Financial Officer from June 2006 to November 2008 and Treasurer from 2006 to 2012. From 2002 to 2006, Mr. Marr served as Senior Vice President and Chief Financial Officer of Brandywine Realty Trust (NYSE: BDN), a publicly-traded office REIT. Prior to joining Brandywine Realty Trust, Mr. Marr served as Chief Financial Officer of Storage USA, Inc., a publicly-traded self-storage REIT, from 1998 to 2002. Mr. Marr holds a Bachelor of Arts degree from Loyola University. In light of his public company leadership, financial reporting and operations experience as an executive officer of several publicly-traded REITs, including chief executive officer experience, the Board believes that it is in the best interests of our Company and our stockholders for Mr. Marr to continue to serve as a director on the Board, subject to stockholder approval at the annual meeting. | | Hans S. Weger Independent Director Committees: • Audit (Chair) • Compensation • Investment Diversity Information: • Gender: Male • Race/Ethnicity: White | Mr. Weger provides consulting services to real estate and other companies. Prior to that, Mr. Weger served as Chief Financial Officer of Focus Brands Inc., the franchisor and operator of restaurants and cafes in the United States, Puerto Rico and 63 foreign countries, from 2014 to 2016. From 2012 to 2014, Mr. Weger served as Chief Financial Officer of Outrigger Enterprises Group, a privately-held leisure lodging and hospitality company. From 1998 to 2011, Mr. Weger served as Chief Financial Officer, Executive Vice President and Treasurer of LaSalle Hotel Properties (NYSE: LHO), a REIT focused on the acquisition, ownership, redevelopment and leasing of primarily upscale and luxury full-service hotels. In addition, Mr. Weger served as Secretary of LaSalle Hotel Properties from 1999 to 2011. Mr. Weger was responsible for all of the company’s financial, accounting, human resources and information technology activities. Prior to joining LaSalle Hotel Properties, Mr. Weger served as Vice President and Treasurer for La Quinta Inns, Inc. where he was responsible for all financing activities. From 1992 until 1997, Mr. Weger served in various management roles with Harrah’s Entertainment, Inc. where he was responsible for strategic planning, mergers and acquisitions and project financing. Mr. Weger holds a Bachelor of Science degree from the University of Southern Mississippi and a Master of Business Administration degree from the University of Chicago. In light of his real estate and real estate financing knowledge and his financial reporting and operations experience as the chief financial officer of a publicly-traded REIT and a privately held company, the Board believes that it is in the best interests of our Company and our stockholders for Mr. Weger to continue to serve as a director on the Board, subject to stockholder approval at the annual meeting. |

  12. Biographical Information Regarding Executive Officers Who Are Not Directors

    Biographical Information Regarding Executive Officers Who Are Not Directors The biographical descriptions below set forth certain information with respect to each of our current executive officers, other than Mr. Crooker whose information appears above.

  13. Biographical Information Regarding Executive Officers Who Are Not Directors

    | Matts S. Pinard Executive Vice President, Chief Financial Officer and Treasurer Age: 41 | Mr. Pinard has served as our Executive Vice President, Chief Financial Officer and Treasurer since January 2022. Mr. Pinard served as Senior Vice President of Capital Markets and Investor Relations from 2019 to 2022. Previously, Mr. Pinard served as our Vice President of Capital Markets and Investor Relations group from 2015 until 2019. Prior to joining our Company in 2013, Mr. Pinard held various positions within capital markets and portfolio management. Mr. Pinard holds a Bachelor of Arts degree from Tufts University and a Master of Business Administration degree from Boston College. | | Jeffrey M. Sullivan Executive Vice President, General Counsel and Secretary Age: 55 | Mr. Sullivan has served as our Executive Vice President, General Counsel and Secretary since 2015. From 2012 to 2014, Mr. Sullivan was a partner in the corporate group of Hunton & Williams LLP, and from 2005 to 2012, Mr. Sullivan was a partner in the finance group of DLA Piper LLP (US). Before joining DLA Piper LLP (US), Mr. Sullivan was an associate and then partner in the corporate transactions and securities group of Alston & Bird LLP from 1998 to 2005. While in private practice, Mr. Sullivan focused on securities law, mergers and acquisitions, corporate governance matters and general corporate law, primarily involving REITs and other real estate companies, private equity funds and underwriters. Mr. Sullivan holds a Bachelor of Arts degree from University of North Carolina at Chapel Hill and a Juris Doctor degree from Vanderbilt University Law School. | | Steven T. Kimball Executive Vice President—Real Estate Operations Age: 57 | Mr. Kimball has served as our Executive Vice President—Real Estate Operations since March 2023. From 2021 to 2023, Mr. Kimball served as an Executive Director at PGIM Real Estate (“PGIM”), where he oversaw the asset management of a Northeastern industrial property portfolio, including active joint venture development projects. Before joining PGIM, Mr. Kimball held various positions at Prologis, Inc. (NYSE: PLD) (formerly AMB Property Corporation until 2011) from 1995 to 2021, including serving as Managing Director, Head of Operations, East Region from 2014 to 2021, as Senior Vice President, Head of Operations, East Region from 2005 to 2014, and as Senior Vice President, Regional Manager, Chicago from 2000 to 2005. Before joining AMB Property Corporation in 1995, Mr. Kimball held positions with financial and insurance companies involving real estate assets. Mr. Kimball holds a Bachelor of Science degree from University of Vermont and a Master of Business Administration from University Colorado Boulder. | | Michael C. Chase Executive Vice President, and Chief Investment Officer Age: 51 | Mr. Chase has served as our Executive Vice President since July 2022 and as our Chief Investment Officer since 2020. Mr. Chase previously served as a Senior Vice President from 2011 to 2022. Prior to the formation of our Company, Mr. Chase served as Managing Director for STAG Capital Partners, LLC from 2003 to 2011, where he was responsible for managing an acquisition team in the sourcing, underwriting, negotiating and closing of deals with a territory of approximately half the country. Mr. Chase was the Vice President of Acquisitions at Paradigm Properties from March 1999 to June 2002, where he was responsible for originating, underwriting, analyzing and closing new investments. Mr. Chase holds a Bachelor of Science degree from the University of Vermont. |

  14. BOARD OF DIRECTORS AND ITS COMMITTEES

    BOARD OF DIRECTORS AND ITS COMMITTEES

  15. Board of Directors

    Board of Directors Our business is managed through the oversight and direction of the Board. A majority of the Board is “independent,” as determined by the Board, consistent with the rules of the NYSE. The two members of the Board who are not independent are Mr. Crooker, our Chief Executive Officer, and Mr. Butcher, our former Chief Executive Officer.

  16. 2023 Director Compensation Table

    2023 Director Compensation Table

  17. 2023 Director Compensation Table

    | Name | Fees Earned(1) | Stock Awards(2)(3) | Total | | Benjamin S. Butcher(4) | $27,500 | $— | $27,500 | | Jit Kee Chin | $55,000 | $109,989 | $164,989 | | Virgis W. Colbert | $55,000 | $109,989 | $164,989 | | Michelle S. Dilley | $55,000 | $109,989 | $164,989 | | Jeffrey D. Furber | $70,000 | $109,989 | $179,989 | | Larry T. Guillemette | $105,000 | $109,989 | $214,989 | | Francis X. Jacoby III | $55,000 | $109,989 | $164,989 | | Christopher P. Marr | $70,000 | $109,989 | $179,989 | | Hans S. Weger | $75,000 | $109,989 | $184,989 |

  18. 2023 Director Compensation Table

    (1) All of our non-management 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 2023. The aggregate numbers of shares of common stock earned by the independent directors for their service in 2023 were as follows: Mr. Butcher, 752; Dr. Chin, 1,546; Mr. Colbert, 1,546; Ms. Dilley, 1,546; Mr. Furber, 1,967; Mr. Guillemette, 2,933; Mr. Jacoby, 1,546; Mr. Marr, 1,967; and Mr. Weger, 2,108. 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 directors received the shares. (2) As of December 31, 2023, Mr. Butcher held an aggregate of 48,146 unvested LTIP units and each of Dr. Chin, Ms. Dilley and Messrs. Colbert, Furber, Guillemette, Jacoby, Marr and Weger held an aggregate 3,299 unvested LTIP units. As of December 31, 2023, the aggregate number of LTIP units held by each non-management director was as follows: Mr. Butcher, 740,215; Dr. Chin, 12,862; Mr. Colbert, 9,469; Ms. Dilley, 20,620; Mr. Furber, 48,521; Mr. Guillemette, 48,521; Mr. Jacoby, 48,521; Mr. Marr, 41,111; and Mr. Weger, 48,521. (3) Represents 3,299 LTIP units granted to each of Dr. Chin, Ms. Dilley and Messrs. Colbert, Furber, Guillemette, Jacoby, Marr and Weger on January 11, 2023. The dollar value is computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification 718, Compensation—Stock Compensation (“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, 2023, for a discussion of our accounting of LTIP units and the assumptions used. The grant date fair value of each award granted on January 11, 2023 was $33.34. Effective as of July 1, 2023, Mr. Butcher retired as Executive Chairman and began to receive compensation for his service as a non-management director.

  19. Five-Year Acquisition Volume

    | Our operating and financial performance has translated into significant long-term stockholder returns. |

  20. Pay-for-Performance Philosophy

    Pay-for-Performance Philosophy A substantial majority of executive compensation is tied to our performance and is not guaranteed. The Compensation Committee sets clear goals for Company performance and differentiates certain elements of compensation based on individual achievement. Consistent with these objectives, executive compensation for 2023 was heavily weighted toward (i) Company financial and operational performance metrics for annual cash incentive bonuses and (ii) TSR performance for 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 that includes a base salary, the opportunity to earn an annual cash incentive bonus and equity awards under the Equity Incentive Plan. The diagram below depicts the 2023 cash and equity compensation of Mr. Crooker, our Chief Executive Officer. The diagram demonstrates that a substantial majority of our Chief Executive Officer’s 2023 compensation (approximately 81%) is strongly aligned with the interests of our stockholders because either it was determined by or depended on performance or its value fluctuates with the price of our common stock. Approximately 19% of our Chief Executive Officer’s 2023 compensation was fixed base salary that was not dependent on our stock price performance. All other compensation is variable. “Performance based and/or at risk” means the applicable compensation is either determined by or depends on company and individual performance goals (including TSR) or its value fluctuates with the price of our common stock (as in the case of LTIP units subject to forfeiture).

  21. Final Results of 2021 Performance Units—Alignment of Pay and Performance

    Final Results of 2021 Performance Units—Alignment of Pay and Performance In January 2021, we issued performance units under the Equity Incentive Plan, which provided each executive officer the opportunity to earn a target number of awards as determined by our relative and absolute TSR performance over a three-year performance period compared to pre-established quantitative performance metrics. The following table shows the performance metrics and ultimate 191.6% achievement for the performance units at the completion of the three-year performance period from January 1, 2021 through December 31, 2023.

  22. Final Results of 2021 Performance Units—Alignment of Pay and Performance

    | | Performance Metrics | | | | Performance Result(1) | Metric Payout Percentage | Weighting | Calculated Payout Percentage(2) | | Benchmark | 30th Percentile | 50th Percentile | 75th Percentile | 95th Percentile | | | | | | Size-Based Peer Group | 50% earned | 100% earned | 200% earned | N/A | 68% | 166.1% | 25% | 41.5% | | Industry Peer Group | 50% earned | 100% earned | 200% earned | N/A | 81% | 200.0% | 25% | 50.0% | | MSCI US REIT Index(3) | 50% earned | 100% earned | 200% earned | 300% earned | 75% | 200.1% | 50% | 100.1% | | | | | | | Total Calculated Payout Percentage: | | | 191.6% |

  23. Final Results of 2021 Performance Units—Alignment of Pay and Performance

    (1) Rounded to the nearest whole percentile. (2) Excludes deemed dividend shares. (3) Awards above 100% for this benchmark require us to achieve a minimum absolute TSR of 25%. Our absolute TSR for the performance period from January 1, 2021 through December 31, 2023 was 39.3%. A comparison of this result to prior years illustrates the true variability of our long-term equity incentive compensation program. The total percentage of target achieved for the 2018-2020, 2019-2021 and 2020-2022 performance units was 141%, 193% and 130%, respectively.

  24. Engagement of Compensation Consultant

    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 any future engagement of FPC or any other compensation consultant. For compensation advice in 2023, the Compensation Committee engaged FPC, 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, FPC prepared for the Compensation Committee reports that included compensation analyses for each executive position, an analysis of a recommended peer group for the Company and a description of the methodology used to provide the compensation analyses. FPC 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 compensation analyses and methodology provided to the Company and approved the 2023 executive compensation program.

  25. Peer Groups

    Peer Groups For the 2023 performance units, the Compensation Committee used the following 10 companies that primarily own industrial and/or single-tenant real estate (the “industry peer group”):

  26. Peer Groups

    | Americold Realty Trust | LXP Industrial Trust | | EastGroup Properties, Inc. | Plymouth Industrial REIT, Inc. | | First Industrial Realty Trust, Inc. | Prologis, Inc. | | Industrial Logistics Properties Trust | Rexford Industrial Realty, Inc. | | Innovative Industrial Properties, Inc. | Terreno Realty Corporation |

  27. Peer Groups

    For more information regarding how the Compensation Committee used the industry peer group to determine the 2023 performance units, see “—Equity Incentive Compensation Program—Performance Units.”

  28. Annual Cash Incentive Bonus Program

    Annual Cash Incentive Bonus Program The annual cash incentive bonus program is intended to compensate the named executive officers for achieving annual Company performance goals and individual performance goals. The Compensation Committee believes that incentive cash compensation is central to the attainment of the executive compensation program’s objectives. Annual cash incentive bonuses encourage the named executive officers to achieve Company performance goals, which fosters a performance-driven Company culture that aligns the executives’ interests with the stockholders’ interests. The annual cash incentive bonus program allows our executive officers to earn from 0% to either 150% or 187.5% (depending on the named executive officer) of base salary based on various pre-defined and pre-weighted annual Company and individual performance goals established by the Compensation Committee (at least 80% of which are objective, calculable Company performance measurements). Individual performance goals are assessed subjectively and are focused, depending on position, on matters such as process efficiencies, capital transactions, investor relations activities, rollover rent and retention results, achievement of department initiatives and others. The table below provides a summary of our annual cash incentive bonus program, including the 2023 performance goals and their relative weighting: Each performance goal was assigned a weighting relative to the other annual performance goals. Results between threshold and target or between target and maximum will be based on linear interpolation. Performance below threshold earns 0%, and performance above the maximum is capped at the maximum level (no additional amounts are paid for exceeding the maximum performance goal). The total annual cash incentive bonus earned by an executive officer is the sum of the weighted annual incentive amounts earned with respect to each goal.

  29. Company Performance Goals

    Company Performance Goals For 2023, 80% of the annual cash incentive bonuses was based on the following Company performance goals:

  30. Company Performance Goals

    | Core FFO per Share | | | | Why we use this measure: FFO is a widely recognized measure of the performance of REITs. We believe that Core FFO, which excludes items that by their nature are not comparable from period to period and tend to obscure actual operating results, is useful to compare our operating performance over a given time period to that of other companies and other time periods in a consistent manner. See Appendix A attached hereto for definitions of FFO and Core FFO. 2023 performance: For 2023, our Core FFO per Share was $2.29, or 1.3% greater than the maximum goal. As a result, our Chief Executive Officer earned 93.8 percentage points and the other named executive officers earned 75 percentage points under this component. See the table below under “—2023 Company Performance Results.” |

  31. Company Performance Goals

    | Acquisition Volume | | | | Why we use this measure: We are a growth-oriented company, and a substantial portion of our growth is external, from acquisitions. Accordingly, our annual Acquisition Volume measures one of our core operations. 2023 performance: For 2023, our Acquisition Volume was approximately $312.4 million, which was 4.1% greater than the threshold goal. As a result, our Chief Executive Officer earned 6.6 percentage points and the other named executive officers earned 5.3 percentage points under this component. See the table below under “—2023 Company Performance Results.” |

  32. Company Performance Goals

    | Net Debt to Run Rate Adjusted EBITDAre | | | | Why we use this measure: We use the ratio of Net Debt to Run Rate Adjusted EBITDAre, which we view as an important measurement of the strength of our balance sheet, the strength or riskiness of our earnings and our ability to withstand negative economic trends (such as a decrease in our stock price), to compare our performance to that of our industry peers. See Appendix A attached hereto for definitions of Net Debt and Run Rate Adjusted EBITDAre. 2023 performance: For 2023, our Net Debt to Run Rate Adjusted EBITDAre was 4.9x, or 2.0% greater than the maximum goal. As a result, our Chief Executive Officer earned 18.8 percentage points and the other named executive officers earned 15.0 percentage points under this component. See the table below under “—2023 Company Performance Results.” |

  33. Company Performance Goals

    | Same Store Cash NOI Growth | | | | Why we use this measure: Same Store Cash NOI Growth is a measurement of our internal growth and a primary financial measure for evaluating the core operating performance of our properties. Comparing Cash NOI on a “same store” basis (i.e., looking at the exact same set of stabilized properties over the periods being compared) allows for an apples-to-apples comparison. See Appendix A attached hereto for definitions of NOI, Cash NOI and “same store” Cash NOI. 2023 performance: For 2023, our Same Store Cash NOI Growth was 5.6%, or 6.7% greater than the maximum goal. As a result, our Chief Executive Officer earned 18.8 percentage points and the other named executive officers earned 15.0 percentage points under this component. See the table below under “—2023 Company Performance Results.” |

  34. Company Performance Goals

    See the table below under “—2023 Company Performance Results” for more information about the calculation of the percentage points earned under each Company performance goal component. Also, see Appendix A attached hereto for definitions of Core FFO, Net Debt, Run Rate Adjusted EBITDAre and Same Store Cash NOI.

  35. 2023 Company Performance Results

    | | | Points Available | | | Performance Goals | | | | | Points Earned (CEO/Other NEOs) | | Metrics | Weighting | Threshold (CEO/Other NEOs) | Target (CEO/Other NEOs) | Maximum (CEO/Other NEOs) | Threshold | Target | Maximum | Actual Performance | | | | Core FFO per Share | 50% | 31.3/25.0 | 62.5/50.0 | 93.8/75.0 | $2.22 | $2.24 | $2.26 | $2.29 | Maximum | 93.8/75.0 | | Acquisition Volume | 10% | 6.3/5.0 | 12.5/10.0 | 18.8/15.0 | $300M | $500M | $700M | $312.4 | Threshold | 6.6/5.3 | | Net Debt to Run Rate Adjusted EBITDAre | 10% | 6.3/5.0 | 12.5/10.0 | 18.8/15.0 | 5.5x | 5.25x | 5.00x | 4.90x | Maximum | 18.8/15.0 | | Same Store Cash NOI Growth | 10% | 6.3/5.0 | 12.5/10.0 | 18.8/15.0 | 4.5% | 4.88% | 5.25% | 5.60% | Maximum | 18.8/15.0 |

  36. Individual Performance Goals

    Individual Performance Goals For 2023, 20% of the annual cash incentive bonuses was based on the Compensation Committee’s (and the Chief Executive Officer’s with respect to the other named executive officers) assessment of the following individual goals and contributions: • with respect to Mr. Crooker, our overall success, formulation and achievement of strategic objectives; effective and efficient communication with and reporting to the board of directors; serving as our primary spokesperson and representative to investors and market participants; the successful integration of new members of the executive team, including the Executive Vice President—Real Estate Operations; and developing high morale and motivation among our employees; • with respect to Mr. Pinard, maintaining our strong balance sheet, including compliance with financial covenants and liquidity; investor relations matters; accounting accuracy and compliance with the requirements of the Sarbanes-Oxley Act of 2002; and achievement of his departments’ initiatives; • with respect to Mr. Sullivan, scalability of the legal, information technology and human resources departments balanced against responsiveness to internal clients; SEC, NYSE and other legal compliance; corporate governance and other ESG developments; assistance and advice in connection with executive succession and board of directors matters; and the achievement of his departments’ initiatives; • with respect to Mr. Kimball, successfully integrating himself into the executive management team and his departments; re-aligning positions and responsibilities within his departments to increase efficiency and accountability; management of our real estate operations to achieve occupancy, rent growth and other goals; achievement of his departments’ initiatives such as a property management initiative; and contributions (in cooperation with Mr. Chase) to our property development initiative; and • with respect to Mr. Chase, re-aligning positions and responsibilities within his departments to increase efficiency and accountability; achievement of his departments’ initiatives; successful acquisition of accretive properties; contributions (in cooperation with Mr. Kimball) to our property development initiative; serving as a leading representative of our Company to property brokerage firms; and contributions to the successful integration of employees working outside of our Company’s Boston headquarters. With the 20% weighting of the individual performance component, our Chief Executive Officer can earn between 12.5 percentage points (at the threshold level) and 37.5 percentage points (at the maximum level) and our other named executive officers can earn between 10.0 (at the threshold level) and 30.0 (at maximum level) under this component. Based on this assessment, the Compensation Committee determined that Mr. Crooker earned 34.9 percentage points, Mr. Pinard earned 26.0 percentage points, Mr. Sullivan earned 29.0 percentage points, Mr. Kimball earned 29.0 percentage points, and Mr. Chase earned 23.0 percentage points under the individual performance goal component.

  37. Calculation of the Bonuses

    Calculation of the Bonuses Based on our actual performance in 2023, the Compensation Committee approved annual cash incentive bonuses for the named executive officers in the following amounts:

  38. Calculation of the Bonuses

    | | | 2023 Annual Cash Incentive Bonus Opportunity | | | | Percentage Points Earned | | | | | Executive | 2023 Base Salary | Below Threshold | Threshold | Target | Maximum | Company Performance | Individual Performance | Total | 2023 Bonus | | William R. Crooker | $675,000 | $0 | $421,875 | $843,750 | $1,265,625 | 138.0% | 34.9% | 172.9% | $1,166,999 | | Matts S. Pinard | $412,500 | $0 | $206,250 | $412,500 | $618,750 | 110.3% | 26.0% | 136.3% | $562,283 | | Jeffrey M. Sullivan | $375,000 | $0 | $187,500 | $375,000 | $562,500 | 110.3% | 29.0% | 139.3% | $522,416 | | Steven T. Kimball | $375,000 | $0 | $187,500 | $375,000 | $562,500 | 110.3% | 29.0% | 139.3% | $522,416 | | Michael C. Chase | $375,000 | $0 | $187,500 | $375,000 | $562,500 | 110.3% | 23.0% | 133.3% | $499,916 |

  39. Equity Incentive Compensation Program

    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 the named executive officers with the interests of our stockholders. Because vesting is based on continued employment or the achievement of performance goals, our equity-based incentives also encourage the retention of the named executive officers through the multi-year vesting or performance periods in the awards. The Compensation Committee considers this alignment of vital importance and, as a result, long-term, equity-based awards will generally constitute a majority of total annual compensation, subject to adjustment at the discretion of the Compensation Committee. The Compensation Committee sets the total value of LTIP units and target performance units to be granted to each named executive officer based on a percentage such executive’s base salary (250% to 400% depending on the executive officer) and the full grant date fair value per unit determined in accordance with ASC Topic 718. For 2023, the Compensation Committee determined that annual equity awards should consist of approximately 35% in LTIP units (subject to multi-year vesting) and 65% in performance units (with a multi-year measuring period).

  40. Equity Incentive Compensation Program

    Equity Incentive Compensation Program The chart below shows the breakout of our equity incentive compensation for all named executive officers.

  41. LTIP Units

    LTIP Units The Compensation Committee has made and may make certain awards to the 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, 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 our 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, 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 our 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 executive 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. The Compensation Committee believes that using LTIP units for equity-based awards (i) links executive 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, enables us to remain competitive with our peers in recruiting and retaining talented executives. In January 2023, the Compensation Committee approved equity awards for fiscal year 2023 in dollar values, with the number of 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, after adjustment of the closing price by a discount or premium determined by a third-party valuation of the LTIP units. In determining the size of the long-term equity incentives awarded to the named executive officers for 2023 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 following table sets forth the number and value of (i) the LTIP units granted to Messrs. Crooker, Pinard, Sullivan and Chase in January 2023 for 2023 compensation, which vest over four years in equal installments on a quarterly basis beginning on March 31, 2023, subject to continued service, and (ii) the LTIP units granted to Mr. Kimball in connection with his appointment in March 2023 pursuant to the terms of his employment agreement, which vest in equal installments on a quarterly basis over the four-year period ending December 31, 2026, subject to continued service. The LTIP units were issued on January 11, 2023 and March 31, 2023, based on the full grant date fair value determined in accordance with 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, 2023, for a discussion of our accounting of LTIP units.

  42. LTIP Units

    | Executive | Date of Grant | Number of LTIP Units Issued | Value of LTIP Unit Award | | William R. Crooker | January 11, 2023 | 22,046 | $735,014 | | Matts S. Pinard | January 11, 2023 | 9,842 | $328,132 | | Jeffrey M. Sullivan | January 11, 2023 | 9,842 | $328,132 | | Steven T. Kimball | March 31, 2023 | 19,345 | $628,132 | | Michael C. Chase | January 11, 2023 | 10,826 | $360,939 |

  43. LTIP Units

    In January 2024, the Compensation Committee approved the grant of an aggregate of 72,305 LTIP units to Messrs. Crooker, Pinard, Sullivan, Kimball and Chase for 2024 compensation. The grants were made on January 8, 2024. These LTIP unit awards vest over four years in equal installments on a quarterly basis beginning on March 31, 2024, subject to continued service. The 2024 grants of LTIP units will be reflected in the “Summary Compensation Table” and “2024 Grants of Plan-Based Awards” table in our proxy statement for the 2025 annual meeting of stockholders.

  44. Performance Units

    Performance Units The Compensation Committee grants performance units to the named executive officers as an additional long-term incentive award designed to align the executive officers’ interests more closely with those of the stockholders. The ultimate value of the performance units depends on our TSR over a three-year period commencing January 1, 2023. The award measures both relative return (TSR vs. two 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 (or other securities) at a rate depending on our TSR over the measuring period as compared to two different benchmarks and on the absolute amount of our 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 on earned shares. 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 or other securities and no dividends) or receive as much as 25,000 shares of common stock (or other securities) plus dividends on earned shares (as if the dividends were paid and reinvested into additional shares of common stock during the measuring period). The target amount of the performance units is nominally allocated: • 50% to our TSR compared to the TSR of the industry peer group; and • 50% to our 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 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 target (100% of the allocated amount) unless we achieve a minimum absolute TSR of 25% over the measuring period. The table below indicates the potential levels of awards within the industry 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 55th percentile) are determined by interpolating between the earned amounts (e.g., between 50% earned and 100% earned).

  45. Percentile Ranking within Applicable Benchmark (Based on TSR)

    Percentile Ranking within Applicable Benchmark (Based on TSR)

  46. Percentile Ranking within Applicable Benchmark (Based on TSR)

    | Benchmark | Below 30th Percentile | 30th Percentile | 55th Percentile | 75th Percentile | 95th Percentile | | Industry Peer Group (Allocated 50% of the Target Amount) | 0% earned | 50% earned | 100% earned | 200% earned | No increase for performance beyond 75th percentile | | MSCI US REIT Index(1) (Allocated 50% of the Target Amount) | 0% earned | 50% earned | 100% earned | 200% earned | 300% earned |

  47. Percentile Ranking within Applicable Benchmark (Based on TSR)

    (1) Awards above 100% for this benchmark require us to achieve a minimum absolute TSR of 25%. No dividends are paid to the recipient during the measuring period. At the end of the measuring period, if our TSR is such that the recipient earns shares of common stock or other securities (“Award Shares”), the recipient will receive additional common stock (or other securities) 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. In the discretion of the Compensation Committee, we 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, and the Award Shares will be immediately and fully vested and transferable upon settlement after the measuring period. Any dividend shares will also be immediately and fully vested and transferable. The following table sets forth the target number and value of (i) the performance units granted to Messrs. Crooker, Pinard, Sullivan and Chase in January 2023 for 2023 compensation, and (ii) the performance units granted to Mr. Kimball in connection with his appointment in March 2023 pursuant to the terms of his employment agreement. The performance units were issued on January 11, 2023 and March 31, 2023, based on the full grant date fair value determined in accordance with ASC Topic 718. See Note 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, for a discussion of our accounting of performance units.

  48. Percentile Ranking within Applicable Benchmark (Based on TSR)

    | Executive | Date of Grant | Target Number of Performance Units Issued | Value of Performance Unit Award (at target) | | William R. Crooker | January 11, 2023 | 31,900 | $1,365,001 | | Matts S. Pinard | January 11, 2023 | 14,241 | $609,372 | | Jeffrey M. Sullivan | January 11, 2023 | 14,241 | $609,372 | | Steven T. Kimball | March 31, 2023 | 14,624 | $609,382 | | Michael C. Chase | January 11, 2023 | 15,665 | $670,305 |

  49. Percentile Ranking within Applicable Benchmark (Based on TSR)

    In January 2024, the Compensation Committee approved the grant of an aggregate target of 111,877 performance units to Messrs. Crooker, Pinard, Sullivan, Kimball and Chase for 2024 compensation. The 2024 grants of performance units will be reflected in the “Summary Compensation Table” and “2024 Grants of Plan-Based Awards” table in our proxy statement for the 2025 annual meeting of stockholders.

  50. Employment Agreements

    Employment Agreements We have entered into an employment agreement with each of our executive officers. See “Potential Payments Upon Termination or Change in Control—Employment Agreements” below for more information.

  51. Summary Compensation Table

    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 to or earned by the named executive officers in 2023. 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 ASC Topic 718.

  52. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(4) | Non-Equity Incentive Plan Compensation | All Other Compensation(5) | Total | | William R. Crooker(1) President and Chief Executive Officer | 2023 | $675,000 | $— | $2,100,015 | $1,166,999 | $46,854 | $3,988,868 | | | 2022 | $550,000 | $— | $1,737,484 | $855,938 | $44,950 | $3,188,372 | | | 2021 | $466,667 | $— | $1,099,999 | $672,778 | $42,646 | $2,282,090 | | Matts S. Pinard(2) Executive Vice President, Chief Financial Officer and Treasurer | 2023 | $412,500 | $— | $937,504 | $562,283 | $44,342 | $1,956,629 | | | 2022 | $371,329 | $— | $925,022 | $464,162 | $42,658 | $1,803,171 | | Jeffrey M Sullivan Executive Vice President, General Counsel and Secretary | 2023 | $375,000 | $— | $937,504 | $522,416 | $40,514 | $1,875,434 | | | 2022 | $332,188 | $— | $750,000 | $408,951 | $42,609 | $1,533,748 | | | 2021 | $300,000 | $— | $749,996 | $432,500 | $41,358 | $1,523,854 | | Steven T. Kimball(3) Executive Vice President—Real Estate Operations | 2023 | $281,971 | $— | $1,237,514 | $522,416 | $15,969 | $2,057,870 | | Michael C. Chase Executive Vice President and Chief Investment Officer | 2023 | $375,000 | $— | $1,031,244 | $499,916 | $42,236 | $1,948,396 |

  53. Summary Compensation Table

    (1) Mr. Crooker became our Chief Executive Officer on July 1, 2022. Mr. Crooker also served as our Chief Financial Officer and Treasurer until Mr. Pinard’s appointment on January 10, 2022. (2) Mr. Pinard became our Executive Vice President, Chief Financial Officer and Treasurer on January 10, 2022. (3) Mr. Kimball became our Executive Vice President—Real Estate Operations on March 31, 2023. (4) For 2023, represents the total grant date fair value of LTIP units and performance units granted on January 11, 2023 and March 31, 2023 under the Equity Incentive Plan, determined in accordance with ASC Topic 718. See Notes 7 and 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, for a discussion of our accounting of LTIP units and performance units and the assumptions used. The grant date fair values for the following named executive officers relating to 2023 LTIP unit awards granted on January 11, 2023 and March 31, 2023 are as follows: William R. Crooker—$735,014; Matts S. Pinard—$328,132; Jeffrey M. Sullivan—$328,132; Steven T. Kimball—$628,132; and Michael C. Chase—$360,939. The LTIP unit awards granted in 2023 vest over four years from the date of grant in equal installments on a quarterly basis, subject to continued service. The grant date fair values for the named executive officers relating to 2023 performance unit awards granted on January 11, 2023 and March 31, 2023 are as follows: William R. Crooker—$1,365,001; Matts S. Pinard—$609,372; Jeffrey M. Sullivan—$609,372; Steven T. Kimball—$609,382; and Michael C. Chase $670,305. The maximum value of the 2023 performance unit awards assuming that the highest level of performance is achieved are as follows: William R. Crooker—$3,412,503; Matts S. Pinard— $1,523,410; Jeffrey M. Sullivan—$1,523,410; Steven T. Kimball—$1,523,455; and Michael C. Chase— $1,675,742. All other compensation for 2023 represents amounts paid for insurance premiums, 401(k) matching contributions and commuting/parking allowances, as follows:

  54. Summary Compensation Table

    | Name | Insurance Premiums | 401(K) Matching Contributions | Commuting/ Parking Allowances | Total | | William R. Crooker | $30,614 | $9,900 | $6,340 | $46,854 | | Matts S. Pinard | $30,614 | $9,900 | $3,828 | $44,342 | | Jeffrey M. Sullivan | $30,614 | $9,900 | $— | $40,514 | | Steven T. Kimball | $15,621 | $— | $348 | $15,969 | | Michael C. Chase | $30,614 | $9,900 | $1,722 | $42,236 |

  55. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table sets forth information with respect to plan-based awards granted in 2023 to the named executive officers.

  56. 2023 Grants of Plan-Based Awards

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares or Units (#)(3) | | | Name | Date of Grant | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | Grant Date Fair Value(4) | | William R. Crooker | | | | | | | | | | | Annual cash incentive bonus | | $421,875 | $843,750 | $1,265,625 | | | | | | | LTIP units | January 11, 2023 | | | | | | | 22,046 | $735,014 | | Performance units | January 11, 2023 | | | | — | 31,900 | 79,750 | | $1,365,001 | | Matts S. Pinard | | | | | | | | | | | Annual cash incentive bonus | | $206,250 | $412,500 | $618,750 | | | | | | | LTIP units | January 11, 2023 | | | | | | | 9,842 | $328,132 | | Performance units | January 11, 2023 | | | | — | 14,241 | 35,602 | | $609,372 | | Jeffrey M. Sullivan | | | | | | | | | | | Annual cash incentive bonus | | $187,500 | $375,000 | $562,500 | | | | | | | LTIP units | January 11, 2023 | | | | | | | 9,842 | $328,132 | | Performance units | January 11, 2023 | | | | — | 14,241 | 35,602 | | $609,372 | | Steven T. Kimball | | | | | | | | | | | Annual cash incentive bonus | | $187,500 | $375,000 | $562,500 | | | | | | | LTIP units | March 31, 2023 | | | | | | | 19,345 | $628,132 | | Performance units | March 31, 2023 | | | | — | 14,624 | 36,560 | | $609,382 | | Michael C. Chase | | | | | | | | | | | Annual cash incentive bonus | | $187,500 | $375,000 | $562,500 | | | | | | | LTIP units | January 11, 2023 | | | | | | | 10,826 | $360,939 | | Performance units | January 11, 2023 | | | | — | 15,665 | 39,162 | | $670,305 |

  57. 2023 Grants of Plan-Based Awards

    (1) For the year ended December 31, 2023, the Compensation Committee approved annual cash incentive bonuses for Messrs. Crooker, Pinard, Sullivan, Kimball and Chase of $1,166,999, $562,283, $522,416, $522,416 and $499,916, respectively. For more information regarding the Company and individual performance goals for these annual cash incentive bonuses, see “Executive Officer Compensation Discussion and Analysis—Annual Cash Incentive Bonus Program.” Equity incentive plan awards were made in the form of performance units. At the end of the three-year measuring period, the performance units convert into shares of common stock (or other securities) at a rate depending on our TSR over the measuring period as compared to two different benchmarks and on the absolute amount of our 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 on earned shares. For more information regarding the performance criteria for these performance unit awards, see “Executive Officer Compensation Discussion and Analysis—Equity Incentive Compensation Program— Performance Units.” Stock awards were made in the form of LTIP units. The LTIP units will vest over four years in equal installments on a quarterly basis beginning on March 31, 2023, subject to continued service. For more information regarding the LTIP unit awards, see “Executive Officer Compensation Discussion and Analysis—Equity Incentive Compensation Program—LTIP Units.” (4) The amounts included in this column represent the full grant date fair value of the LTIP units and performance units, determined in accordance with ASC Topic 718. See Notes 7 and 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, for a discussion of our accounting of LTIP units and performance units and the assumptions used.

  58. Outstanding Equity Awards at Fiscal Year-End 2023

    Outstanding Equity Awards at Fiscal Year-End 2023 The following table sets forth information with respect to outstanding equity awards held by the named executive officers as of December 31, 2023. No option awards were outstanding as of December 31, 2023. The aggregate dollar values indicated in the table below for equity incentive plan awards are the market or payout values and not the grant date fair values determined in accordance with ASC Topic 718 or the compensation expense recognized in our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. In addition, the number of unearned performance units in the equity incentive plan awards are the actual amounts earned under the 2021 performance unit awards and target amounts that may be earned under the 2022 and 2023 performance unit awards. For more information regarding the threshold, target and maximum amounts with respect to equity incentive plan awards granted in 2023, see “—2023 Grants of Plan-Based Awards.”

  59. Outstanding Equity Awards at Fiscal Year-End 2023

    | | Stock Awards | | | | | Name | Number of Shares of Stock or Units that Have Not Vested(1) | Market Value of Shares or Units that Have Not Vested(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested(3)(4) | | William R. Crooker | 27,182 | $1,067,165 | 100,609 | $3,949,909 | | Matts S. Pinard | 12,016 | $471,748 | 31,792 | $1,248,154 | | Jeffrey M. Sullivan | 13,167 | $516,936 | 53,108 | $2,085,020 | | Steven T. Kimball | 14,509 | $569,623 | 14,624 | $574,138 | | Michael C. Chase | 12,190 | $478,579 | 32,273 | $1,267,038 |

  60. Outstanding Equity Awards at Fiscal Year-End 2023

    (1) The following table summarizes the awards (time-based LTIP units) for which a portion of the awards remain unvested as of December 31, 2023. The table also provides information about the applicable vesting periods.

  61. Outstanding Equity Awards at Fiscal Year-End 2023

    | | | Number of Units | | | | | | | Grant Date | Grant Date Fair Value | Crooker | Pinard | Sullivan | Kimball | Chase | Vesting Periods | | January 7, 2021 | $28.13 | 13,686 | 3,149 | 10,665 | — | 6,968 | Units vest over four years in equal installments on a quarterly basis | | January 10, 2022 | $42.07 | 14,455 | 7,696 | 6,240 | — | 4,659 | Units vest over four years in equal installments on a quarterly basis | | January 11, 2023 | $33.34 | 22,046 | 9,842 | 9,842 | — | 10,826 | Units vest over four years in equal installments on a quarterly basis | | March 31, 2023 | $32.47 | — | — | — | 19,345 | — | Units vest over four years in equal installments on a quarterly basis |

  62. Outstanding Equity Awards at Fiscal Year-End 2023

    Based on our common stock closing price of $39.26 on December 31, 2023. The following table summarizes the performance unit awards (at target amounts) for which a portion of the awards remain unearned and unvested as of December 31, 2023, assuming the performance unit awards are earned at the conclusion of the applicable measurement period. The table also provides information about the applicable vesting periods.

  63. Outstanding Equity Awards at Fiscal Year-End 2023

    | | | Number of Performance Units | | | | | | | Grant Date | Grant Date Fair Value | Crooker | Pinard | Sullivan | Kimball | Chase | Vesting Periods | | January 7, 2021 | $33.19 | 21,543 | 2,669 | 13,558 | — | 5,905 | Earned shares/units vest immediately | | January 10, 2022 | $51.04 | 22,127 | 11,780 | 9,551 | — | 3,840 | Earned shares/units vest immediately | | January 11, 2023 | $42.79 | 31,900 | 14,241 | 14,241 | — | 15,665 | Earned shares/units vest immediately | | March 31, 2023 | $41.67 | — | — | — | 14,624 | — | Earned shares/units vest immediately |

  64. Outstanding Equity Awards at Fiscal Year-End 2023

    For performance units, value is based on our closing price of $39.26 on December 31, 2023. For the 2021 performance unit awards, the number and value set forth in the table is based on the amount that the named executive officers earned for the three-year performance period ended December 31, 2023. The Compensation Committee determined the number of shares of common stock and LTIP units earned under the 2021 performance unit awards on January 8, 2024. For the 2022 and 2023 performance unit awards, the number and value set forth in the table assumes that the named executive officers earn the target amounts of performance units. See footnote 3 above.

  65. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table sets forth the aggregate number of LTIP units and shares of common stock that vested or were earned and issued, as applicable, in 2023. The value realized on vesting is the product of (i) the fair market value of a share of common stock on the vesting or issuance date, multiplied by (ii) the number of LTIP units or shares vesting or issued. The value realized is before payment of any applicable withholding tax and brokerage commissions. No options were exercised during 2023.

  66. 2023 Option Exercises and Stock Vested

    | Name | Vesting Date | Closing Market Price | Number of Shares Acquired on Vesting(1)(2) | Value Realized on Vesting | | William R. Crooker | | | | | | | January 11, 2023 | $34.73 | 30,427 | $1,056,730 | | | March 31, 2023 | $33.82 | 3,953 | $133,690 | | | June 30, 2023 | $35.88 | 3,954 | $141,870 | | | September 30, 2023 | $34.51 | 3,953 | $136,418 | | | December 31, 2023 | $39.26 | 3,954 | $155,234 | | Matts S. Pinard | | | | | | | January 11, 2023 | $34.73 | 3,153 | $109,504 | | | March 31, 2023 | $33.82 | 1,449 | $49,005 | | | June 30, 2023 | $35.88 | 1,450 | $52,026 | | | September 30, 2023 | $34.51 | 1,450 | $50,040 | | | December 31, 2023 | $39.26 | 1,451 | $56,966 | | Jeffrey M. Sullivan | | | | | | | January 11, 2023 | $34.73 | 19,150 | $665,080 | | | March 31, 2023 | $33.82 | 2,307 | $78,023 | | | June 30, 2023 | $35.88 | 2,309 | $82,847 | | | September 30, 2023 | $34.51 | 2,307 | $79,615 | | | December 31, 2023 | $39.26 | 2,309 | $90,651 | | Steven T. Kimball | | | | | | | March 31, 2023 | $33.82 | 1,209 | $40,888 | | | June 30, 2023 | $35.88 | 1,209 | $43,379 | | | September 30, 2023 | $34.51 | 1,209 | $41,723 | | | December 31, 2023 | $39.26 | 1,209 | $47,465 | | Michael C. Chase | | | | | | | January 1, 2023 | $32.31 | 1,725 | $55,735 | | | January 11, 2023 | $34.73 | 7,745 | $268,984 | | | March 31, 2023 | $33.82 | 1,790 | $60,538 | | | June 30, 2023 | $35.88 | 1,788 | $64,153 | | | September 30, 2023 | $34.51 | 1,790 | $61,773 | | | December 31, 2023 | $39.26 | 1,790 | $70,275 |

  67. 2023 Option Exercises and Stock Vested

    Time-based LTIP units vest over four years in equal installments on a quarterly basis on March 31, June 30, September 30, and December 31 of each year. Vested LTIP units can be converted to common units in our 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. During 2023, there was a material equity transaction in our Operating Partnership which resulted in an accretion of the member’s capital account to the economic value equivalent of the common units. The LTIP units may be converted to common units. Pursuant to the Equity Incentive Plan, on January 11, 2023, the Compensation Committee determined the number of LTIP units to be issued pursuant to the January 2020 performance unit awards as follows: Mr. Crooker, 30,427 LTIP units that vested on the issuance date; Mr. Pinard, 3,153 LTIP units that vested on the issuance date; Mr. Sullivan, 19,150 LTIP units that vested on the issuance date; and Mr. Chase, 7,745 LTIP units that vested on the issuance date.

  68. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K promulgated by the SEC, we are providing the following information about the ratio of the median employee’s total annual compensation to the total annual compensation of our Chief Executive Officer for the year ended December 31, 2023. For 2023, our last completed fiscal year: • the median employee total annual compensation (excluding our Chief Executive Officer) was $216,442; • Chief Executive Officer total annual compensation (as reported in the “Summary Compensation Table” presented above) was $3,988,868; and • the ratio of Chief Executive Officer to median employee total annual compensation was 18:1. In determining the median employee, we prepared a list of all employees as of December 31, 2023 and reviewed the amount of salary, wages and equity awards of all such employees reported to the Internal Revenue Service on Form W-2 for 2023. We also reviewed pre-tax wages that were contributed by employees to a pre-tax parking program, a flexible spending account program and supplemental insurance policy premiums. More specifically, for each employee, we aggregated the amounts indicated on the face of his or her Form W-2 and pre-tax wages allocated to commuting costs, flexible spending accounts and supplemental insurance policy premiums. We had 95 employees as of December 31, 2023. Salaries, wages and bonuses were annualized for those employees that were not employed for the full year of 2023. In addition, bonuses for employees who were not employed for the full year of 2022 were annualized because the Form W-2 amounts reflect bonuses paid in 2023 for 2022 employment. We identified the median employee using this compensation measure, which was consistently applied to all employees included in the calculation. Because all employees are located in the United States, we did not make any cost-of-living adjustments in identifying the median employee. Once the median employee was identified, we combined all of the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K promulgated by the SEC, resulting in median employee total annual compensation of $216,442. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

  69. Pay-Versus-Performance Table

    | Year(1) | Summary Compensation Table Total for CEO (Crooker) | Summary Compensation Table Total for CEO (Butcher) | Compensation Actually Paid to CEO (Crooker)(2)(3) | Compensation Actually Paid to CEO (Butcher)(2)(4) | Average Summary Compensation Table Total for Non-CEO NEOs | Average Compensation Actually Paid for Non-CEO NEOs(2)(5) | Value of Initial Fixed $100 Investment Based on: | | | Company Selected Measure | | | | | | | | | Company TSR | MSCI US REIT Index TSR | Net Income(6) | Core FFO per Share | | 2023 | $3,988,868 | — | $6,100,902 | — | $1,959,582 | $3,424,011 | $147.63 | $113.54 | $197,201 | $2.29 | | 2022 | $3,188,372 | $3,876,231 | $651,843 | $(1,626,373) | $1,867,742 | $(465,690) | $116.52 | $99.82 | $182,234 | $2.21 | | 2021 | — | $4,449,298 | — | $15,236,732 | $2,170,340 | $5,496,820 | $165.73 | $132.23 | $196,432 | $2.06 | | 2020 | — | $4,188,250 | — | $5,077,126 | $1,760,221 | $2,107,975 | $104.19 | $92.43 | $206,795 | $1.89 |

  70. Pay-Versus-Performance Table

    | Year | Summary Compensation Table Total | “Stock Awards” Column of Summary Compensation Table | Equity Award Adjustments | Compensation Actually Paid | | 2023 | $3,988,868 | $(2,100,015) | $4,212,049 | $6,100,902 | | 2022 | $3,188,372 | $(1,737,484) | $(799,045) | $651,843 |

  71. Pay-Versus-Performance Table

    | Year | Summary Compensation Table Total | “Stock Awards” Column of Summary Compensation Table | Equity Award Adjustments | Compensation Actually Paid | | 2022 | $3,876,231 | $(2,600,001) | $(2,902,603) | $(1,626,373) | | 2021 | $4,449,298 | $(2,600,008) | $13,387,442 | $15,236,732 | | 2020 | $4,188,250 | $(2,600,008) | $3,488,884 | $5,077,126 |

  72. Relationship Between Compensation Actually Paid and Company Performance

    Relationship Between Compensation Actually Paid and Company Performance The relationship between compensation actually paid to our Chief Executive Officers and other named executive officers and our financial performance for the four-year period shown in the table above is described in more detail below. For comparison purposes, the compensation of our Chief Executive Officer for the year ended December 31, 2022 discussed below reflects the average of the compensation actually paid to Messrs. Crooker and Butcher in 2022. Compensation Actually Paid and Company TSR As demonstrated by the following graph, the amount of compensation actually paid to our Chief Executive Officer and the average amount of compensation actually paid to the other named executive officers is generally aligned with our cumulative TSR for the four-year period presented in the table above. While we use numerous financial and non-financial performance measures for purposes of our executive compensation program, a significant portion of the compensation actually paid to the named executive officers is comprised of performance unit awards based on TSR performance. For more information regarding the performance criteria for performance unit awards, see “Executive Officer Compensation Discussion and Analysis—Equity Incentive Compensation Program—Performance Units.” Compensation Actually Paid and Net Income The following graph compares the amount of compensation actually paid to our Chief Executive Officer and the average amount of compensation actually paid to the other named executive officers to our net income for the four-year period presented in the table above. Net income included approximately $54.1 million, $57.5 million, $98.0 million and $135.7 million, respectively, of gain from sales of properties in 2023, 2022, 2021 and 2020. Excluding gain from sales of properties, our net income increased by approximately 14.8% from 2022 to 2023, 26.7% from 2021 to 2022 and 38.4% from 2020 to 2021. While we do not use net income as a performance measure in our executive compensation program, net income is correlated with certain financial performance measures used to determinate annual cash incentive bonuses, including Core FFO per Share, Run Rate Adjusted EBITDAre and Same Store Cash NOI Growth. For more information regarding the performance criteria for annual cash incentive bonuses, see “Executive Officer Compensation Discussion and Analysis—Annual Cash Incentive Bonus Program.” Compensation Actually Paid and Core FFO per Share As demonstrated by the following graph, the amount of compensation actually paid to our Chief Executive Officer and the average amount of compensation actually paid to the other named executive officers is generally aligned with our Core FFO per Share performance for the four-year period presented in the table above. While we use numerous financial and non-financial performance measures for the purpose of evaluating performance for our executive compensation program, we determined that Core FFO per Share is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by us to link compensation actually paid to the named executive officers for 2023 to our performance. For more information regarding the performance criteria for annual cash incentive bonuses, see “Executive Officer Compensation Discussion and Analysis—Annual Cash Incentive Bonus Program.” Company TSR and MSCI US REIT Index TSR As demonstrated by the following graph, our cumulative TSR for the four-year period presented in the table above was +47.6%, while the cumulative TSR of the MSCI US REIT Index was +13.5% for the same period. For more information regarding our performance and executive compensation program see “Executive Officer Compensation Discussion and Analysis.”

  73. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  74. Termination Payment Table

    | Name and Termination or Change of Control Scenario | Cash Payment | Acceleration of Vesting of Equity Awards(1)(2) | Total | | William R. Crooker | | | | | Voluntary termination, retirement or involuntary termination for cause | $— | $— | $— | | Qualifying retirement | $— | $— | $— | | Termination by Company without cause or by employee for good reason | $3,462,920 | $4,671,233 | $8,134,153 | | Accelerated vesting upon change of control(2) | $— | $6,976,620 | $6,976,620 | | Notice of non-renewal within 12 months following change of control | $3,462,920 | $4,671,233 | $8,134,153 | | Death or disability(3) | $1,212,920 | $4,671,233 | $5,884,153 | | Matts S. Pinard | | | | | Voluntary termination, retirement or involuntary termination for cause | $— | $— | $— | | Qualifying retirement | $— | $— | $— | | Termination by Company without cause or by employee for good reason | $1,508,204 | $1,562,195 | $3,070,399 | | Accelerated vesting upon change of control(2) | $— | $2,627,083 | $2,627,083 | | Notice of non-renewal within 12 months following change of control | $1,508,204 | $1,562,195 | $3,070,399 | | Death or disability(3) | $608,204 | $1,562,195 | $2,170,399 | | Jeffrey M. Sullivan | | | | | Voluntary termination, retirement or involuntary termination for cause | $— | $— | $— | | Qualifying retirement | $— | $— | $— | | Termination by Company without cause or by employee for good reason | $1,318,337 | $2,448,136 | $3,766,473 | | Accelerated vesting upon change of control(2) | $— | $3,471,212 | $3,471,212 | | Notice of non-renewal within 12 months following change of control | $1,318,337 | $2,448,136 | $3,766,473 | | Death or disability(3) | $568,337 | $2,448,136 | $3,016,473 | | Steven T. Kimball | | | | | Voluntary termination, retirement or involuntary termination for cause | $— | $— | $— | | Qualifying retirement | $— | $— | $— | | Termination by Company without cause or by employee for good reason | $1,295,848 | $1,002,897 | $2,298,745 | | Accelerated vesting upon change of control(2) | $— | $1,869,483 | $1,869,483 | | Notice of non-renewal within 12 months following change of control | $1,295,848 | $1,002,897 | $2,298,745 | | Death or disability(3) | $545,848 | $1,002,897 | $1,548,745 | | Michael C. Chase | | | | | Voluntary termination, retirement or involuntary termination for cause | $— | $— | $— | | Qualifying retirement | $— | $— | $— | | Termination by Company without cause or by employee for good reason | $1,295,837 | $1,588,028 | $2,883,865 | | Accelerated vesting upon change of control(2) | $— | $2,588,333 | $2,588,333 | | Notice of non-renewal within 12 months following change of control | $1,295,837 | $1,588,028 | $2,883,865 | | Death or disability(3) | $545,837 | $1,588,028 | $2,133,865 |