DEF 14A of CubeSmart
Filed Apr 3, 20260001104659-26-039457
Additional Compensation Principles
| | NAMED EXECUTIVE OFFICER COMPENSATION CEO Pay Ratio As required by Section 953(b) of the Wall Street Reform and Consumer Protection Act (the “Dodd- Frank Act”) and Item 402(u) of Regulation S-K, we are providing the following information for the year ended December 31, 2025: • The median of the annual total compensation of all employees of our company (other than our Chief Executive Officer), was $37,684; and the annual total compensation of Mr. Marr, our Chief Executive Officer was $9,177,452. • Based on this information for 2025, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees was 244 to 1. We completed the following steps to identify the median of the annual total compensation of all our employees and determine the annual total compensation of our median employee and Chief Executive Officer: • We determined our employee population as of December 31, 2025, which was 3,121, including all full-time, part-time, temporary and 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 year 2025. In making this determination, we annualized compensation for full-time and part-time permanent employees who were employed on December 31, 2025, 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 employees included in the calculation. • After identifying the median employee, we added together all of the elements of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $37,684. With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column of our 2025 Summary Compensation Table appearing on page 46 of this proxy statement, which is also in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. 45 |
Additional Compensation Principles
| | NAMED EXECUTIVE OFFICER COMPENSATION Grants of Plan-Based Awards The following table and narrative provide information about plan-based awards granted during 2025 to the NEOs (other than Mr. Keaton, who was not eligible for an award due to his retirement). These awards consist of annual cash incentives, restricted shares, performance units, and options. NEO/Award Grant Date Board Approval Date Threshold Target Maximum Threshold Target Maximum Cash Incentive 805,000 1,610,000 3,220,000 Restricted Shares 1/1/2025 12/13/2024 42,940 1,839,979 Performance Units 1/1/2025 12/13/2024 16,893 33,786 67,572 1,839,986 Stock Options 1/1/2025 12/13/2024 200,873 42.85 1,839,997 Cash Incentive 375,000 750,000 1,500,000 Restricted Shares 1/1/2025 12/13/2024 14,975 641,679 Performance Units 1/1/2025 12/13/2024 5,891 11,782 23,564 641,648 Stock Options 1/1/2025 12/13/2024 70,051 42.85 641,667 Cash Incentive 270,000 540,000 1,080,000 Restricted Shares 1/1/2025 12/13/2024 7,196 308,349 Performance Units 1/1/2025 12/13/2024 2,831 5,662 11,324 308,353 Stock Options 1/1/2025 12/13/2024 33,661 42.85 308,335 Cash Incentive 133,000 266,000 532,000 Restricted Shares 1/1/2025 12/13/2024 3,695 158,331 Performance Units 1/1/2025 12/13/2024 1,454 2,907 5,814 158,315 Stock Options 1/1/2025 12/13/2024 17,285 42.85 158,331 Jeffrey P. Foster Christopher P. Marr Jennifer L. Schulte All Other Share Awards: Number of Shares or Units (#) All Other Option Awards: Number of Securities Underlying Options (#) Grant Date Fair Value of Share and Option Awards ($) (3) Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) (1) Estimated Future Payouts Under Equity Incentive Plan Awards (#) (2) Exercise or Base Price of Option Awards ($) Timothy M. Martin (1) Listed in these columns are the potential payouts at each stated level of performance for the annual incentive compensation under our executive compensation program. For a detailed description of the annual incentive awards see “Annual Incentive” in the section of this proxy statement entitled “Compensation Discussion & Analysis.” The “Threshold” column represents the minimum amount payable when threshold performance is met. The “Target” column represents the amount payable if the specified performance targets are reached. The “Maximum” column represents the maximum payment possible. See the “Summary Compensation Table” for the actual amounts paid to each NEO for the 2025 annual cash incentive compensation. (2) These columns represent the potential number of shares that can be earned in respect of the 2025 performance units, which have a performance period ending on December 31, 2027. The “Threshold” column represents the minimum amount payable when threshold performance is met. The “Target” column represents the amount payable if the specified performance targets are reached. The “Max” column represents the maximum payment 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 other NEOs (“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 we view as 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) | | 2025 | $9,177,452 | $5,297,246 | $2,157,572 | $1,232,559 | $130.85 | $126.71 | $331,317 | $2.58 | | 2024 | $8,001,409 | $6,216,181 | $2,284,674 | $1,925,248 | $148.00 | $123.90 | $391,885 | $2.63 | | 2023 | $6,719,684 | $9,345,910 | $1,923,505 | $2,397,883 | $155.02 | $118.09 | $412,435 | $2.68 | | 2022 | $7,288,676 | $1,052,755 | $2,117,791 | $978,870 | $128.65 | $106.05 | $292,472 | $2.53 | | 2021 | $7,317,658 | $22,342,427 | $1,996,166 | $4,704,567 | $174.59 | $141.30 | $230,813 | $2.11 |
Pay Versus Performance
| (1) Mr. Marr was our PEO for each of 2021, 2022, 2023, 2024 and 2025. |
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) | Prior Equity Awards Forfeited (a) | Total Compensation Actually Paid | | 2025 | PEO | $9,177,452 | ($5,519,962) | $3,836,410 | ($2,196,654) | — | — | $5,297,246 | | | Non-PEO | $2,157,572 | ($831,252) | $577,727 | ($330,186) | — | ($341,302) | $1,232,559 |
Pay Versus Performance
| (a) For equity awards issued during the relevant year, represents the 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. For prior equity awards forfeited during the year, the amount represents the fair value of the forfeited award at the end of the prior fiscal 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 2021, 2022, 2023, 2024 and 2025. Additionally, Ms. Schulte was a Non-PEO NEO in 2023, 2024 and 2025. |
Pay Versus Performance
| (4) TSR is determined based on an initial fixed investment of $100 on December 31, 2020, assuming dividend reinvestment. 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, 2025. |
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 (i) our cumulative TSR and the 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: