DEF 14A of CubeSmart
Filed Apr 4, 20250001104659-25-032007
Additional Compensation Principles
| | NAMED EXECUTIVE OFFICER COMPENSATION CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information for the year ended December 31, 2024: • The median of the annual total compensation of all employees of our company (other than our Chief Executive Officer), was $36,858; and the annual total compensation of Mr. Marr, our Chief Executive Officer was $8,001,409. • Based on this information for 2024, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees was 217 to 1. We completed the following steps to identify the median of the annual total compensation of all our employees and to determine the annual total compensation of our median employee and Chief Executive Officer: • We determined our employee population as of December 31, 2024, which was 3,104, including all full-time, part-time, temporary or seasonal employees employed on that date. • To find the median of the annual total compensation of our employees (other than our Chief Executive Officer), we used wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for fiscal 2024. In making this determination, we annualized compensation for full-time and part-time permanent employees who were employed on December 31, 2024, but did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees. • We identified our median employee using this compensation measure and methodology, which was consistently applied to all our employees included in the calculation. • After identifying the median employee, we added together all of the elements of such employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $36,858. With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table appearing on page 46 of this proxy statement, which is also in accordance with the requirements of Item 402(c)(2)(x). 45 |
Additional Compensation Principles
| | NAMED EXECUTIVE OFFICER COMPENSATION 47 are disclosed in the Nonqualified Deferred Compensation table on page 52. Listed in the table below are the amounts reported in this column for 2024. Christopher P. Marr $9,250 $122,247 $20,057 $135,862 $765 Timothy M. Martin $9,250 $55,152 $22,449 $47,177 $765 Joel D. Keaton $9,250 $43,812 $18,000 $31,453 $765 Jeffrey P. Foster $9,250 $44,478 $20,565 $21,245 $765 Jennifer L. Schulte $9,250 $22,471 $20,956 $11,018 $765 Long-Term Disability Insurance NEO Vehicle Usage Company Match in 401(k) Plan Dividends on Unvested Restricted Shares Company Contributions to Deferred Compensation Plan (4) Ms. Schulte was not an NEO before 2023. |
Additional Compensation Principles
| | NAMED EXECUTIVE OFFICER COMPENSATION Grants of Plan-Based Awards The following table and narrative provide information about plan-based awards granted during 2024 to the NEOs. These awards consist of annual cash incentives, restricted shares, performance units, and options. The Board approved these awards on November 1, 2023. NEO/Award Grant Date Threshold Target Max Threshold Target Max Cash Incentive 805,000 1,610,000 3,220,000 Restricted Shares 1/1/2024 35,958 1,666,653 Performance Units 1/1/2024 12,803 25,606 51,212 1,666,695 Stock Options 1/1/2024 179,211 46.35 1,666,662 Cash Incentive 375,000 750,000 1,500,000 Restricted Shares 1/1/2024 12,226 566,675 Performance Units 1/1/2024 4,353 8,706 17,412 566,674 Stock Options 1/1/2024 60,932 46.35 566,668 Cash Incentive 350,000 700,000 1,400,000 Restricted Shares 1/1/2024 8,630 400,001 Performance Units 1/1/2024 3,073 6,145 12,290 399,978 Stock Options 1/1/2024 43,011 46.35 400,002 Cash Incentive 270,000 540,000 1,080,000 Restricted Shares 1/1/2024 5,753 266,652 Performance Units 1/1/2024 2,049 4,097 8,194 266,674 Stock Options 1/1/2024 28,674 46.35 266,668 Cash Incentive 104,500 209,000 418,000 Restricted Shares 1/1/2024 3,056 141,646 Performance Units 1/1/2024 1,088 2,176 4,352 141,636 Stock Options 1/1/2024 15,233 46.35 141,667 Jeffrey P. Foster Christopher P. Marr Jennifer L. Schulte All Other Share Awards (#) All Other Option Awards: Number of Securities Underlying Options (#) Grant Date Fair Value of Share and Option Awards ($) (3) Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) (1) Estimated Future Payouts Under Equity Incentive Plan Awards (#) (1) (2) Exercise or Base Price of Option Awards ($) Timothy M. Martin Joel D. Keaton (1) Listed in these columns are the potential awards at each stated level of performance for the annual incentive compensation under our executive compensation program. For a detailed description of the annual incentive 48 |
Pay Versus Performance
Pay Versus Performance Our Chief Executive Officer is our principal executive officer ("PEO"). The following table details, for our PEO and our Non-PEO NEOs (on an average basis), total compensation as set forth in the Summary Compensation Table, "compensation actually paid" as determined under SEC rules, cumulative Total Shareholder Return ("TSR"), the cumulative TSR of our peer group, net income, and funds from operations ("FFO") per share, as adjusted, which is the most important financial performance measure that we use to link compensation to performance.
Pay Versus Performance
| | Summary | | Average Summary Compensation | Average Compensation | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1) (2) | Table Total for Non-PEO NEOs (3) | Actually Paid to Non-PEO NEOs (2) (3) | Company TSR (4) | Peer Group TSR (4) | Net Income (in thousands) | FFO per share, as adjusted (5) | | 2024 | $8,001,409 | $6,216,181 | $2,284,674 | $1,925,248 | $165.28 | $117.56 | $391,885 | $2.63 | | 2023 | $6,719,684 | $9,345,910 | $1,923,505 | $2,397,883 | $173.12 | $112.04 | $412,435 | $2.68 | | 2022 | $7,288,676 | $1,052,755 | $2,117,791 | $978,870 | $143.66 | $100.62 | $292,472 | $2.53 | | 2021 | $7,317,658 | $22,342,427 | $1,996,166 | $4,704,567 | $194.96 | $134.06 | $230,813 | $2.11 | | 2020 | $5,807,010 | $8,607,156 | $1,653,223 | $2,224,869 | $111.67 | $94.88 | $167,611 | $1.72 |
Pay Versus Performance
| (1) Mr. Marr was our PEO for each of 2020, 2021, 2022, 2023 and 2024. |
Pay Versus Performance
| (2) Amounts represent "compensation actually paid" for the relevant fiscal year, as determined under SEC rules and calculated per the adjustments detailed below. Our NEOs do not participate in a defined benefit plan. Dividends on unvested awards are included within "All Other Compensation" in the Summary Compensation table. Therefore, no adjustments for pension benefits or dividends paid are included in the table below. The following table details the adjustments made to calculate "compensation actually paid": |
Pay Versus Performance
| Year | NEO Type | Summary Compensation Table Total | Subtract Equity Awards | Add Year-End Fair Value of Current Year Equity Awards (a) | Change in Value of Prior Equity Awards (a) | Change in Value of Equity Awards that Vested in Current Year (a) | Total Compensation Actually Paid | | 2024 | PEO | $8,001,409 | ($5,000,010) | $4,284,238 | ($1,069,456) | — | $6,216,181 | | | Non-PEO | $2,284,674 | ($1,031,235) | $883,610 | ($211,801) | — | $1,925,248 | | 2023 | PEO | $6,719,684 | ($4,099,971) | $5,286,668 | $1,439,529 | — | $9,345,910 | | | Non-PEO | $1,923,505 | ($878,756) | $1,133,102 | $219,985 | $47 | $2,397,883 | | 2022 | PEO | $7,288,676 | ($4,099,998) | $2,620,282 | ($4,756,205) | — | $1,052,755 | | | Non-PEO | $2,117,791 | ($823,310) | $526,172 | ($841,783) | — | $978,870 | | 2021 | PEO | $7,317,658 | ($4,100,019) | $10,765,612 | $8,317,929 | $41,247 | $22,342,427 | | | Non-PEO | $1,996,166 | ($710,001) | $1,864,282 | $1,543,567 | $10,553 | $4,704,567 | | 2020 | PEO | $5,807,010 | ($3,300,006) | $4,458,185 | $1,642,811 | ($844) | $8,607,156 | | | Non-PEO | $1,653,223 | ($601,655) | $812,810 | $360,701 | ($210) | $2,224,869 |
Pay Versus Performance
| (a) For equity awards issued during the relevant year, represents fair value of such awards as of the end of the year. For equity awards issued in prior years, represents the change in fair value of such awards as of the vesting date or the end of the year, as appropriate, compared to the fair value of such awards at the end of the prior year. The fair value of the restricted share awards was determined by the closing price of our common shares as of the end of each year. The fair values of option and performance unit awards were calculated using Black-Scholes and Monte Carlo values, respectively, as of the relevant dates, except in the case of the final results of the performance units, which were valued as the closing price of our common shares as of the end of the performance period multiplied by the final multiplier derived from the relative TSR results. |
Pay Versus Performance
| (3) Messrs. Martin, Keaton and Foster were Non-PEO NEOs for each of 2020, 2021, 2022, 2023 and 2024. Additionally, Ms. Schulte was a Non-PEO NEO in 2023 and 2024. |
Pay Versus Performance
| (4) TSR is determined based on an initial fixed investment of $100 on December 31, 2019. The TSR peer group consists of the FTSE NAREIT All Equity REIT Index, which is the peer group used for purposes of Item 201(e) of Regulation S-K under the Exchange Act in our Annual Report on Form 10-K for the year ended December 31, 2024. |
Pay Versus Performance
| (5) FFO as adjusted, per share is a non-GAAP financial measure. See Appendix A to this proxy statement for a reconciliation of FFO, as adjusted, to net income attributable to common shareholders. |
Relationship Between Performance Measures and Compensation Actually Paid
Relationship Between Performance Measures and Compensation Actually Paid The following charts detail the relationship of our TSR relative to our peer group as well as the relationship between “compensation actually paid” to our PEO and Non-PEO NEOs and our (i) cumulative TSR and cumulative TSR of our peer group; (ii) net income; and (iii) FFO, as adjusted per share. All dollar amounts are in thousands, except per share and TSR amounts: