DEF 14A of SmartStop Self Storage REIT, Inc.
Filed Apr 22, 2026 · FY20250001193125-26-170634
Board of Directors
Board of Directors We operate under the direction of our board of directors. Our board of directors is responsible for the management and control of our affairs. Our board of directors consists of H. Michael Schwartz, our Founder, President, Chief Executive Officer and Chairman of our board of directors, Wayne Johnson, our Chief Investment Officer, and four independent directors, Harold “Skip” Perry (our lead independent director), Timothy S. Morris, David J. Mueller and Lora Gotcheva, each of whom has been recommended by our Nominating and Corporate Governance Committee and nominated by our board of directors for re-election to serve until our 2027 annual meeting of stockholders and until his or her successor is elected and qualifies. For more detailed information on our directors, see the “Executive Officers and Directors” section below. Our board of directors has formed the following three committees: the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee.
Philosophy and Objectives of Our Executive Compensation Program
| • | Retain and hire top-caliber executives: Executives will have market competitive compensation that will allow us to both hire and retain high-caliber individuals. |
Philosophy and Objectives of Our Executive Compensation Program
| • | Reward growth and profitability: Executives will be rewarded for achieving both short- and long-term results, particularly focused on sustained growth and profitability that culminates in longer-term value creation for our stockholders. |
WHAT WE DO
| | Balanced Compensation. We balance overall compensation by linking portions of pay to both annual performance goals as well as multi-year performance goals. |
WHAT WE DO
| | Forward-Looking Long-Term Incentive Compensation Structure. We have implemented a long-term incentive compensation structure that includes forward-looking performance over a multi-year performance period. |
WHAT WE DO
| | Executive Severance Policy. In light of market best practices, we adopted an Executive Severance and Change of Control Plan (as opposed to employment agreements) covering our executives which is overseen by our Compensation Committee. |
WHAT WE DO
| | Independent Compensation Consultant. Our Compensation Committee retained Ferguson Partners Consulting (“FPC”), a nationally recognized compensation consulting firm, to review and provide recommendations regarding our executive compensation program. |
WHAT WE DON’T DO
| | No Minimum Bonuses or Uncapped Bonus Payouts. We do not pay guaranteed minimum bonuses, nor do we have uncapped bonus payouts. |
Compensation Methodology and Process
Compensation Methodology and Process Independent Review and Approval of Executive Compensation Our Compensation Committee is responsible for reviewing and approving corporate goals and objectives related to compensation for our NEOs. The Compensation Committee does not delegate any substantive responsibility related to the compensation of our NEOs and exercises its independent judgment when approving executive compensation. No member of the Compensation Committee is a former or current officer of us or any of our subsidiaries, and all members are independent under current NYSE listing standards. Our Compensation Committee annually reviews compensation to ensure its alignment with our business strategy, performance, and the interests of our employees and stockholders. In addition, the Compensation Committee reviews market practices for all elements of executive compensation and approves necessary adjustments to remain competitive. Our Compensation Committee takes into account the aggregate amount and mix of all components of compensation when considering compensation decisions affecting the CEO and the other NEOs. The Compensation Committee considers whether any components of executive compensation might lead to excessive risk taking by management and whether features of the executive compensation program appropriately mitigate risks. We do not time the disclosure of material non-public information for the purpose of affecting the value of employee compensation. The Role of the Compensation Committee’s Consultant Our Compensation Committee has sole authority under its committee charter to retain advisors and consultants as it deems appropriate. The Compensation Committee has retained FPC, which specializes in the REIT industry, as its compensation consultant. FPC attends meetings of the Compensation Committee, reviews compensation data with the committee, and participates in general discussions regarding executive compensation issues. Management works with FPC, at the Compensation Committee’s direction, to develop materials and analysis essential to the committee’s compensation evaluations and determination. FPC participates in executive sessions with the Compensation Committee to discuss compensation matters, as needed. Role of the Chief Executive Officer Each year our Chief Executive Officer meets with the Compensation Committee to discuss specific recommendations regarding the base salary, short-term incentive compensation and long-term incentive compensation of each of our NEOs and provides further insight into and details of each executive officer’s performance. The other NEOs are not present during these discussions. The Compensation Committee believes it is valuable to consider the recommendations of the Chief Executive Officer with respect to these matters because, given his knowledge of our operations and the day-to-day responsibilities of such NEOs, he is in a unique position to provide the Compensation Committee with added perspective into the most appropriate measures and goals in light of our business at a given point in time. However, the Compensation Committee has the discretion to accept, reject, or modify these recommendations and makes all final determinations on issues within the scope of its authority, including with respect to executive officer compensation. In addition, the Chief Executive Officer is not present during the Compensation Committee determination with respect to his own compensation. Use of Peer Group To ensure that our executive compensation programs are reasonable and competitive in the marketplace, we compare our compensation programs to the compensation programs of two distinct sets of peers. We examine pay practices across a peer set of public REITs that are (i) similarly sized to us and operate across a range of property types (Size-Based Peer Group) as well as (ii) a smaller peer set of direct competitors focused in the self storage industry of which there are only four (Direct Competitor Peer Group).
Compensation Methodology and Process
| PEER GROUP | DESCRIPTION | PURPOSE | | Size-Based Peer Group (13 companies) | Represents public real estate investment trusts of similar size in terms of total capitalization that also have active operations. | To periodically reference and compare our overall compensation practices and amounts against a broader mix of companies to ensure that our compensation practices are reasonable in light of the size of the organization. | | Direct Competitor Peer Group (4 companies) | Represents public real estate investment trusts within the self storage sector with operations that most nearly approximate our business. | To understand how each NEO’s total compensation compares with the total compensation for reasonably similar positions at our most direct competitors in the self storage industry and to assess and calculate performance for certain relative metrics. |
Compensation Methodology and Process
Source: S&P Global. Data as of December 31, 2025. Our Compensation Committee evaluates the median levels of the Size-Based Peer Group for compensation as an initial point of reference for setting pay and thereafter considers various qualitative factors for each NEO, such as years of experience, tenure, and historical performance, in arriving at a competitive pay package. The Direct Competitor Peer Group, given the disparity in Total Capitalization, is limited in its applicability for benchmark pay comparisons; however, the Direct Competitor Peer Group is used to measure relative performance within our long-term incentive program, as our business is most correlated with other self storage companies. Actual compensation paid may fluctuate above or below the median of the peer group based on our performance and the achievement of the goals established by the Compensation Committee for the NEO. The Compensation Committee reviews the peer group annually and make changes as warranted and deemed appropriate by the Compensation Committee. Alignment of Pay Our executive compensation program provides significant alignment between pay and performance by linking a meaningful portion of total target compensation to the achievement of financial, operational and strategic goals through our short-term incentive program, as well as rigorous relative portfolio goals through our long-term incentive program. Approximately 88% of the total target compensation delivered to our CEO and 61% delivered to our other NEOs is at risk. The following charts present the allocation of 2025 total target compensation among different components for our Chief Executive Officer and the weighted average of each component for our other NEOs as a group.
Overview of Compensation
Annual Cash Incentive Awards The goal of our variable cash incentive program (the “Short-Term Incentive Program”) is to motivate executive officers to achieve strong performance across various financial, operating and strategic goals with the ultimate objective of contributing to longer-term stockholder value based on our annual performance. The Short-Term Incentive Program includes an objective portion that comprises the majority of the overall program and is based on three performance-based metrics with pre-defined hurdles. For purposes of the 2025 Short-Term Incentive Program, same-store NOI, a measure of Funds From Operations as adjusted, per share, and G&A Expense were included as quantitative metrics. While it is important for the majority of the NEO’s annual cash compensation to be determined objectively, we also believe that it is important to have a degree of flexibility and assess performance against goals that may not be precise or quantifiable in nature. Therefore, a relatively smaller portion of the Short-Term Incentive Program is subjectively assessed based on various strategic and individual goals. We provide a range of performance outcomes across each metric. In fiscal year 2025, the performance-based metrics had the potential to be paid at 50%, 100% and 150% of target for the threshold, target and maximum criteria for each metric, which was the same as fiscal years 2024 and 2023. For strategic and individual goals, the threshold, target, and maximum levels were set at 75%, 100%, and 125% of target, respectively, for each of fiscal years 2025, 2024 and 2023. To the extent that the level of actual achievement for strategic and individual goals as well as performance goals falls between the established Threshold, Target and Maximum levels, calculation of the amount of the award is interpolated on a straight-line basis.
Overview of Compensation
| 2025 | 2025 | | Short-Term Incentive Program CEO and Executive Chairman | Short-Term Incentive Program Other NEOs | | | |
Individual Goals
| NAME | TARGET ($) | ACTUAL CASH BONUS ($) | % OF TARGET | | H. Michael Schwartz | 675,000 | 406,456 | 60% | | James R. Barry | 210,000 | 125,748 | 60% | | Joe Robinson | 200,000 | 119,081 | 60% | | Wayne Johnson | 200,000 | 119,760 | 60% | | Michael O. Terjung | 150,000 | 89,820 | 60% |
Individual Goals
Long-Term Stock Based Compensation We adopted our long-term incentive program (the “Long-Term Incentive Program”) with the goal of both retaining and motivating our executive officers over a longer-term period. We provide equity incentive awards in order to foster ownership and alignment with stockholders, which is intended to motivate our executive officers to enhance the long-term value of the Company. At the election of each individual executive, such equity awards may come in the form of either long-term incentive plan units (“LTIP Units”) of SmartStop OP, L.P., our operating partnership (our “Operating Partnership”) or restricted stock awards consisting of shares of our common stock (“RSAs”). Although the Compensation Committee does not target a specific mix of equity versus cash compensation when setting awards each year, it does strive to deliver a relatively large portion of the executive officer’s overall compensation in the form of equity. We do not schedule equity award grants in anticipation of the release of material nonpublic information, nor do we time the release of material nonpublic information based on equity grant dates. Key highlights of the Long-Term Incentive Program are as follows:
Individual Goals
| • | For fiscal year 2022 and prior years, awards under the Long-Term Incentive Program were granted with 75% of such award being time-based and 25% being performance-based. Subsequent to fiscal year end 2022, our Compensation Committee approved changes to the Long-Term Incentive Program such that awards were granted with two-thirds of such award being time-based and one-third being performance-based. |
Individual Goals
| | TIME- BASED AWARDS | 2025-2027 PERFORMANCE-BASED AWARDS (33%) | | | | TOTAL LTIP AWARD AT | | | | | 4th Place | 3rd Place | 1st Place | | | | (67%) | Last Place | (Threshold) | (Target) | (Maximum) | TARGET | | NAME | ($) | ($) | ($) | ($) | ($) | ($) | | H. Michael Schwartz | 2,546,000 | 0 | 627,000 | 1,254,000 | 2,508,000 | 3,800,000 | | James R. Barry | 294,800 | 0 | 72,600 | 145,200 | 290,400 | 440,000 | | Joe Robinson | 284,750 | 0 | 70,125 | 140,250 | 280,500 | 425,000 | | Wayne Johnson | 234,500 | 0 | 57,750 | 115,500 | 231,000 | 350,000 | | Michael O. Terjung | 144,050 | 0 | 35,475 | 70,950 | 141,900 | 215,000 |
Individual Goals
These approved grant levels, weightings and metrics were updated subsequent to fiscal year and by the Compensation Committee for fiscal year 2026. See the section below titled “Changes in 2026 Executive Compensation Program”. However, this Compensation Discussion and Analysis section focuses on the compensation in place during fiscal year 2025. NEOs can elect to receive their Long-Term Incentive Program awards as shares of restricted stock or LTIP units. During 2025, all NEOs elected to receive all of their awards in LTIP units.
Performance Portion of Our 2025-2027 Long-Term Incentive Awards
Performance Portion of Our 2025-2027 Long-Term Incentive Awards The metric approved for the 2025-2027 performance period was a relative 3-year average same-store revenue growth when ranked against a peer group, as follows:
Performance Portion of Our 2025-2027 Long-Term Incentive Awards
| METRIC | 0% PAYOUT | 50% PAYOUT | 100% PAYOUT (TARGET) | 150% PAYOUT | 200% PAYOUT (MAXIMUM) | | Relative 3-Year Average Same-Store Revenue Growth vs. Peer Group | Last Place | 4th Place | 3rd Place | 2nd Place | 1st Place |
Performance Portion of Our 2025-2027 Long-Term Incentive Awards
In order to be counted in the ranking calculation above, a company must be publicly traded for the entire performance period. In the event that one or more of the peer group companies ceases to exist as a separate company or fails to report same store revenues during the performance period, our Compensation Committee may adjust the ranking tiers and/or measure the average annual same store revenue growth for such companies for a period shorter than the performance period in its sole discretion. The peers by which we are to be compared against for the 2026-2027 period are: Public Storage; Extra Space Storage Inc.; CubeSmart; and National Storage Affiliates Trust. During the performance period from January 1, 2023 through December 31, 2025, the Company’s relative 3-year average same-store revenue growth ranked 1st place in the corresponding peer group for that period. The following table summarizes the actual number of performance-based LTIP Units that vested on February 28, 2026 as a result of performance during the performance period from January 1, 2023 through December 31, 2025.
Performance Portion of Our 2025-2027 Long-Term Incentive Awards
| NAME | LTIP Units | | H. Michael Schwartz | 47,143 | | James R. Barry | 5,459 | | Joe Robinson | 5,273 | | Wayne Johnson | 3,846 | | Michael O. Terjung | 2,482 |
Performance Portion of Our 2025-2027 Long-Term Incentive Awards
Other Elements of Compensation Our Compensation Committee does not view benefits and perquisites for the NEOs as a key component of our executive compensation program. Accordingly, we do not provide any significant perquisites to our NEOs. We provide the following benefits to all employees: medical, dental, vision and disability insurance, employer contributions toward medical insurance premiums, 401(k) employer match and group life insurance premiums. The NEOs participate in benefit plans on similar terms as our other participating employees, although we pay a larger percentage of NEOs’ medical insurance premiums. However, the total value of these benefit plan premiums remains a small percentage of each NEO’s total compensation package. Under our tax-qualified 401(k) plan, we make a matching contribution on behalf of each participant equal to 100% match on the first 4% of compensation contributed to the plan by the participant up to the federally mandated maximum. The NEOs may participate in the plan on substantially the same terms as our other participating employees. We do not maintain any defined benefit or supplemental retirement plans. Our Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to the NEOs and may revise, amend or add to the benefits and perquisites made available to the NEOs in the future if it deems advisable. Stock Ownership Guidelines We have adopted a stock ownership policy that requires certain executive officers and each non-employee director, within five years of the later of (i) April 1, 2025, the date the policy was adopted, or (ii) the date he or she becomes an officer or director, to own any combination of specified equity interests that in the aggregate have a market value of at least (i) five times the value of the annual cash retainer for each non-employee director, (ii) five times the annual base salary for the CEO, and (iii) three times the annual base salary for each other executive officer, as applicable.
Changes in 2026 Executive Compensation Program
Changes in 2026 Executive Compensation Program On March 25, 2026, our Compensation Committee made changes to the executive compensation program to replace the performance metric of same-store revenue growth with total stockholder return (TSR). In addition, the weighting of 67% time-based and 33% performance based was adjusted to 50% time-based and 50% performance based. Accordingly, starting with the equity awards granted on March 25, 2026, each executive received awards as follows: (i) 50% time-based, vesting pro rata over 4-years, and (ii) 50% performance-based, vesting as follows: (A) 35% based on a 3-year relative TSR versus the Nareit Equity Index and (B) 15% based on a 3-year relative TSR versus our self-storage REIT peers.
Severance Benefits
Severance Benefits In order to achieve our compensation objective of attracting, retaining and motivating qualified executives, we believe that we need to provide the NEOs with severance protection. Furthermore, we seek to utilize best practices in developing appropriate protection. As such, in connection with the Self Administration Transaction in June 2019, we adopted an Executive Severance and Change of Control Plan (the “Severance Plan”), rather than using individual employment agreements. Pursuant to the plan, each NEO is entitled to certain severance benefits based on the nature of their termination. See “—Executive Compensation—Severance Plan and Potential Payments Upon Termination or a Change of Control” below for complete details of severance benefits payable to the NEOs upon termination or change of control.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus(1) | Non-Equity Incentive Plan Compensation | Equity Awards(2) | All Other Compensation(4) | Total | | H. Michael Schwartz, | 2025 | $625,000 | $— | $406,456 | $3,800,000 | $15,125 | $4,846,581 | | Chief Executive Officer and President | 2024 | $625,000 | $191,000 | $479,318 | $3,800,000 | $14,597 | $5,109,915 | | | 2023 | $625,000 | $— | $303,750 | $3,800,000 | $13,997 | $4,742,747 | | James R. Barry, | 2025 | $350,000 | $— | $125,748 | $1,304,739(3) | $31,474 | $1,811,961 | | Chief Financial Officer | 2024 | $350,000 | $40,000 | $168,893 | $440,000 | $28,944 | $1,027,837 | | | 2023 | $350,000 | — | $115,500 | $440,000 | $26,010 | $931,510 | | Joe Robinson, | 2025 | $375,000 | $— | $119,081 | $1,289,739(3) | $39,311 | $1,823,131 | | Chief Operations Officer | 2024 | $375,000 | $40,000 | $154,680 | $425,000 | $35,323 | $1,030,003 | | | 2023 | $375,000 | — | $110,000 | $425,000 | $31,482 | $941,482 | | Wayne Johnson, | 2025 | $362,500 | $— | $119,760 | $1,214,739(3) | $33,118 | $1,730,117 | | Chief Investment Officer | 2024 | $340,000 | $40,000 | $160,850 | $350,000 | $30,861 | $921,711 | | | 2023 | $315,000 | — | $104,500 | $310,000 | $27,919 | $757,419 | | Michael Terjung | 2025 | $305,000 | $— | $89,820 | $1,079,739(3) | $39,286 | $1,513,845 | | Chief Accounting Officer | 2024 | $305,000 | $32,000 | $120,638 | $215,000 | $35,294 | $707,932 | | | 2023 | $290,000 | — | $87,750 | $200,000 | $31,417 | $609,167 |
Summary Compensation Table
| (1) Amounts shown in the “Bonus” column for 2024 reflect non-plan discretionary bonuses that were awarded by the Compensation Committee to our NEOs in recognition of their significant contributions to certain strategic projects undertaken by the Company in 2024. These non-plan discretionary bonuses are separate from our annual bonuses, which are payable pursuant to our incentive plan and are included in the “Non-Equity Incentive Plan Compensation” column above. |
Summary Compensation Table
| (2) Other than as described in footnote 3 to this table, these amounts represent the aggregate grant date fair value of each LTIP Unit computed in accordance with FASB ASC Topic 718, using the assumptions to value such awards as reported in the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. The grant date fair values of performance-based awards included in this table were calculated based on the outcome of performance measured at target levels since that was the probable outcome at the time of grant. Assuming achievement of the maximum performance level, the grant date fair value for awards granted in 2025 would have been $5,054,000, $1,449,939, $1,429,989, $1,330,239, and $1,150,689, for Messrs. Schwartz, Barry, Robinson, Johnson, and Terjung, respectively. For purposes of this table, the value per LTIP Unit was $52.12. |
Summary Compensation Table
| (3) With respect to Messrs. Barry, Robinson, Johnson and Terjung, $864,739 of this amount represents the aggregate grant date fair value of certain LTIP Units granted in connection with the Company’s listing on the New York Stock Exchange and were computed in accordance with FASB ASC Topic 718, using the assumptions to value such awards as reported in the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. This includes grants issued to our executives in connection with our underwritten public offering. Such grants were issued on April 1, 2025 and April 2, 2025. For purposes of this table, the market value per LTIP Unit was $28.65 and $31.28 for the grants issued on April 1, 2025, and April 2, 2025, respectively. |
Summary Compensation Table
| (4) The table below sets forth the components of the “All Other Compensation” column for 2025: |
Summary Compensation Table
| Name | Incremental Cost of Medical Insurance Premiums | 401(k) Company Match | Life/AD&D/ Short Term Disability Insurance Premiums | Total | | H. Michael Schwartz | $— | $14,000 | $1,125 | $15,125 | | James R. Barry | $16,704 | $14,000 | $770 | $31,474 | | Joe Robinson | $24,566 | $14,000 | $745 | $39,311 | | Wayne Johnson | $16,742 | $14,000 | $2,376 | $33,118 | | Michael Terjung | $24,566 | $14,000 | $720 | $39,286 |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information with respect to plan-based awards granted to the NEOs in 2025.
Grants of Plan-Based Awards
| | | Estimated future payouts under non- equity incentive plan awards(1) | | | Estimated future payouts under equity incentive plan awards(2) | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Share Awards: Number of Shares/ Units(3) | Grant Date Fair Value(4) | | H. Michael Schwartz | | | | | | | | | | | Annual Cash Incentive Bonus | | $388,125 | $675,000 | $961,875 | | | | | | | Time-Based Equity | 3/17/2025 | | | | | | | 48,848 | $2,546,000 | | Performance-Based Equity | 3/17/2025 | | | | 12,030 | 24,060 | 48,120 | | $1,254,000 | | James R. Barry | | | | | | | | | | | Annual Cash Incentive Bonus | | $126,000 | $210,000 | $294,000 | | | | | | | Time-Based Equity | 3/17/2025 | | | | | | | 5,657 | $294,800 | | Performance-Based Equity | 3/17/2025 | | | | 1,393 | 2,786 | 5,572 | | $145,200 | | Time-Based Equity: IPO Grant | 4/1/2025 | | | | | | | 19,895 | $569,992 | | Time-Based Equity: IPO Grant | 4/2/2025 | | | | | | | 9,424 | $294,747 | | Joe Robinson | | | | | | | | | | | Annual Cash Incentive Bonus | | $120,000 | $200,000 | $280,000 | | | | | | | Time-Based Equity | 3/17/2025 | | | | | | | 5,464 | $284,750 | | Performance-Based Equity | 3/17/2025 | | | | 1,346 | 2,691 | 5,382 | | $140,250 | | Time-Based Equity: IPO Grant | 4/1/2025 | | | | | | | 19,895 | $569,992 | | Time-Based Equity: IPO Grant | 4/2/2025 | | | | | | | 9,424 | $294,747 | | Wayne Johnson | | | | | | | | | | | Annual Cash Incentive Bonus | | $120,000 | $200,000 | $280,000 | | | | | | | Time-Based Equity | 3/17/2025 | | | | | | | 4,500 | $234,500 | | Performance-Based Equity | 3/17/2025 | | | | 1,108 | 2,216 | 4,432 | | $115,500 | | Time-Based Equity: IPO Grant | 4/1/2025 | | | | | | | 19,895 | $569,992 | | Time-Based Equity: IPO Grant | 4/2/2025 | | | | | | | 9,424 | $294,747 | | Michael Terjung | | | | | | | | | | | Annual Cash Incentive Bonus | | $90,000 | $150,000 | $210,000 | | | | | | | Time-Based Equity | 3/17/2025 | | | | | | | 2,764 | $144,050 | | Performance-Based Equity | 3/17/2025 | | | | 681 | 1,362 | 2,724 | | $70,950 | | Time-Based Equity: IPO Grant | 4/1/2025 | | | | | | | 19,895 | $569,992 | | Time-Based Equity: IPO Grant | 4/2/2025 | | | | | | | 9,424 | $294,747 |
Grants of Plan-Based Awards
| (1) Represents annual cash incentive awards at the threshold, target and maximum amounts. See the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above for additional discussion regarding bonuses based on 2025 performance. |
Grants of Plan-Based Awards
| (2) Represents performance-based awards, consisting of either shares of restricted stock or LTIP Units, awarded in 2025 to our NEOs. Indicated threshold, target and maximum amounts correspond to the number of restricted shares or LTIP Units, as applicable, that would be earned in the event that specified threshold, |
Grants of Plan-Based Awards
| target and maximum performance levels, respectively, were achieved. In the event that our performance does not meet the threshold requirements for a performance measure, no payment will be made on the quantitative portion of the award based on that performance measure. Performance-based awards vest following the conclusion of a three-year performance period, based on our performance ranked amongst a peer group of companies, conducted using a performance measure of average annual same-store revenue growth, analyzed over the performance period. |
Grants of Plan-Based Awards
| (3) Represents time-based awards, consisting of LTIP Units, awarded in 2025 to our NEOs. Time-based equity awards vest ratably over four years with the first tranche vesting on December 31st of the year of grant subject to the recipient’s continued employment or service through the applicable vesting date. Each of the Time-Based Equity: IPO Grants vest ratably over four years, with the first tranche of each grant vesting 1 year from the respective grant date, subject to the recipient’s continued employment or service through the applicable vesting date |
Grants of Plan-Based Awards
| (4) Calculated in accordance with FASB ASC Topic 718, using the assumptions to value such awards as reported in the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. The grant date fair values of performance-based awards were calculated based on the probable outcome of performance measured at target levels at the time of the grant. |
Narrative Explanation of Certain Aspects of Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative Explanation of Certain Aspects of Summary Compensation Table and Grants of Plan-Based Awards Table Our executive compensation program consists of the following elements: (1) base salaries, (2) a Short-Term Incentive Program, pursuant to which executive officers are entitled to a performance-based cash bonus, and (3) a Long-Term Incentive Program, pursuant to which executive officers are entitled to equity awards, which will be both time-based and performance-based. Amounts shown in the “Stock Awards” column of the Summary Compensation Table and awards disclosed in the Grants of Plan-Based Awards table may consist of RSAs or LTIP Units, depending on the executive’s election. Recipients of time-based LTIP Units are entitled to distributions and allocations of profits and losses effective as of the effective date of the award. Recipients of performance-based LTIP Units will be entitled to receive distributions and allocations of profits and losses with respect to the performance-based LTIP Units as of the effective date of January 1 of the year of grant, in an amount equal to 10% of the distributions and allocations available on the maximum amount of LTIP Units that may be issued under an award, until the Distribution Participation Date (as defined in the operating partnership agreement). The remaining 90% of distributions will accrue and will be payable on the Distribution Participation Date based upon the performance level attained and number of performance-based LTIP Units that vest. Following the Distribution Participation Date, recipients will be entitled to receive the full amount of distributions and allocations of profits and losses with respect to the vested performance-based LTIP Units. LTIP Units are designed to qualify as “profits interests” in our operating partnership for federal income tax purposes, and as a result, initially they will not be treated as economically equivalent in value to a common unit, and the issuance of LTIP Units will not be a taxable event to our operating partnership or the recipient. If and when certain events occur pursuant to applicable tax regulations and in accordance with the operating partnership agreement, LTIP Units may become equivalent to common units of our operating partnership on a one-for-one basis.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding outstanding LTIP Units held by each of our NEOs as of December 31, 2025. The applicable vesting provisions are described in the footnote following the table. For a description of the acceleration of vesting provisions applicable to the LTIP Units held by our NEOs, please see the subsection titled “Severance Plan and Potential Payments Upon Termination or a Change of Control” below.
Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested(4) | Number of Unearned Shares, Units or Other Rights that Have Not Vested | Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested(4) | | H. Michael Schwartz | 2/24/2023 | 11,965(1) | $370,182 | 47,143(5) | $1,458,604 | | | 3/7/2024 | 23,488(2) | $726,703 | 23,138(6) | $715,874 | | | 3/17/2025 | 36,636(3) | $1,133,518 | 24,060(7) | $744,416 | | James R. Barry | 2/24/2023 | 1,386(1) | $42,867 | 5,459(5) | $168,901 | | | 3/7/2024 | 2,720(2) | $84,157 | 2,679(6) | $82,888 | | | 3/17/2025 | 4,243(3) | $131,271 | 2,786(7) | $86,199 | | | 4/1/2025 | 19,895(8) | $615,551 | — | $— | | | 4/2/2025 | 9,424(9) | $291,579 | — | $— | | Joe Robinson | 2/24/2023 | 1,338(1) | $41,405 | 5,273(5) | $163,147 | | | 3/7/2024 | 2,627(2) | $81,279 | 2,588(6) | $80,073 | | | 3/17/2025 | 4,098(3) | $126,792 | 2,691(7) | $83,260 | | | 4/1/2025 | 19,895(8) | $615,551 | — | $— | | | 4/2/2025 | 9,424(9) | $291,579 | — | $— | | Wayne Johnson | 2/24/2023 | 976(1) | $30,205 | 3,846(5) | $118,995 | | | 3/7/2024 | 2,164(2) | $66,939 | 2,131(6) | $65,933 | | | 3/17/2025 | 3,375(3) | $104,423 | 2,216(7) | $68,563 | | | 4/1/2025 | 19,895(8) | $615,551 | — | $— | | | 4/2/2025 | 9,424(9) | $291,579 | — | $— | | Michael Terjung | 2/24/2023 | 630(1) | $19,484 | 2,482(5) | $76,793 | | | 3/7/2024 | 1,329(2) | $41,119 | 1,310(6) | $40,531 | | | 3/17/2025 | 2,073(3) | $64,139 | 1,362(7) | $42,140 | | | 4/1/2025 | 19,895(8) | $615,551 | — | $— | | | 4/2/2025 | 9,424(9) | $291,579 | — | $— |
Outstanding Equity Awards at Fiscal Year-End
| (1) Represents LTIP Units which vest ratably over a period of four years, with the first vesting occurring on December 31, 2023. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Represents LTIP Units which vest ratably over a period of four years, with the first vesting occurring on December 31, 2024. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Represents LTIP Units which vest ratably over a period of four years, with the first vesting occurring on December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (4) Amount is calculated utilizing the closing price per share of our common stock as of the last business day of 2025 ($30.94), multiplied by the number of shares of stock or LTIP Units, as applicable. |
Outstanding Equity Awards at Fiscal Year-End
| (5) Represents unearned performance-based LTIP Units as of December 31, 2025, based on actual performance as of December 31, 2025, (i.e., maximum), as such Awards subsequently vested at the maximum level on February 28, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (6) Represents unearned performance-based LTIP Units as of December 31, 2025, based on expected estimated current performance as of December 31, 2025, (i.e., target). Awards shown will vest no later than March 31, 2027. |
Outstanding Equity Awards at Fiscal Year-End
| (7) Represents unearned performance-based LTIP Units as of December 31, 2025, based on expected estimated current performance as of December 31, 2025, (i.e., target). Awards shown will vest no later than March 31, 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (8) Represents unearned time-based LTIP Units which vest ratably over a period of four years, with the first vesting occurring on April 1, 2026 |
Outstanding Equity Awards at Fiscal Year-End
| (9) Represents unearned time-based LTIP Units which vest ratably over a period of four years, with the first vesting occurring on April 2, 2026 |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table summarizes vesting of stock applicable to our NEOs during the year ended December 31, 2025 (none of the NEOs held any options during 2025):
Option Exercises and Stock Vested
| | Stock Based Awards | | | Name | Number of Shares or LTIP Units Acquired on Vesting | Value Realized on Vesting(1) | | H. Michael Schwartz | 51,688 | $1,843,018 | | James R. Barry | 5,819 | $205,718 | | Joe Robinson | 5,677 | $201,325 | | Wayne Johnson | 5,465 | $204,378 | | Michael Terjung | 3,437 | $128,812 |
Option Exercises and Stock Vested
| (1) For LTIP units that vested prior to our underwritten public offering, such amount was calculated based on the net asset value of a share of our common stock as of the vesting date multiplied by the number of LTIP Units that vested. All other vested LTIP units presented in this calculation are based on the price per share of our common stock on the date of vesting ($30.94), which reflects the closing price per share of our common stock as of the last business day of 2025. |
Severance Plan and Potential Payments Upon Termination or a Change of Control
Severance Plan and Potential Payments Upon Termination or a Change of Control On June 28, 2019, the Compensation Committee adopted and approved our Executive Severance and Change of Control Plan and designated certain of our executives, including our NEOs, as participants (each, a “Participant” and together, the “Participants”) in our Executive Severance and Change of Control Plan. Assuming a termination of employment occurred on December 31, 2025 and a price per share of our common stock on the date of termination of $30.94 (the closing price per share of our common stock as traded on the New York Stock Exchange as of the last business day of 2025), the amount of compensation that would have been payable to each NEO in each situation is listed in the table below. The amounts shown in the table below are for illustrative purposes only. Actual amounts that would be paid on any termination of employment can only be determined at the time of any actual separation from us.
Severance Plan and Potential Payments Upon Termination or a Change of Control
| Name and Termination Scenario | Severance Payment(1) | Healthcare Continuation Coverage(2) | Equity Awards Subject to Vesting(3) | Other Compensation(4) | Total(9) | | H. Michael Schwartz | | | | | | | • Without Cause or for Good Reason | $2,540,629 | $— | $2,503,020(5) | $72,115 | $5,115,764 | | • Change of control | $3,810,943 | $— | $3,622,050(6) | $72,115 | $7,505,108 | | • Death or disability(7) | $675,000 | $— | $3,622,050 | $272,115(8) | $4,569,165 | | • Cause or Resignation | $— | $— | $— | $72,115 | $72,115 | | James Barry | | | | | | | • Without Cause or for Good Reason | $528,131 | $30,186 | $516,629(5) | $40,073 | $1,115,019 | | • Change of control | $1,056,262 | $60,372 | $1,326,569(6) | $40,073 | $2,483,276 | | • Death or disability(7) | $210,000 | $— | $1,326,569 | $40,073 | $1,576,642 | | • Cause or Resignation | $— | $— | $— | $40,073 | $40,073 |
Severance Plan and Potential Payments Upon Termination or a Change of Control
| Name and Termination Scenario | Severance Payment(1) | Healthcare Continuation Coverage(2) | Equity Awards Subject to Vesting(3) | Other Compensation(4) | Total(9) | | Joe Robinson | | | | | | | • Without Cause or for Good Reason | $558,227 | $43,400 | $506,748(5) | $40,385 | $1,148,760 | | • Change of control | $1,116,453 | $86,799 | $1,312,263(6) | $40,385 | $2,555,900 | | • Death or disability(7) | $200,000 | $— | $1,312,263 | $40,385 | $1,552,648 | | • Cause or Resignation | $— | $— | $— | $40,385 | $40,385 | | Wayne Johnson | | | | | | | • Without Cause or for Good Reason | $801,425 | $45,336 | $444,456(5) | $40,640 | $1,331,857 | | • Change of control | $1,068,567 | $60,448 | $1,227,888(6) | $40,640 | $2,397,543 | | • Death or disability(7) | $200,000 | $— | $1,227,888 | $40,640 | $1,468,528 | | • Cause or Resignation | $— | $— | $— | $40,640 | $40,640 | | Michael Terjung | | | | | | | • Without Cause or for Good Reason | $658,194 | $65,100 | $363,607(5) | $35,192 | $1,122,093 | | • Change of control | $877,592 | $86,799 | $1,107,273(6) | $35,192 | $2,106,856 | | • Death or disability(7) | $150,000 | $— | $1,107,273 | $35,192 | $1,292,465 | | • Cause or Resignation | $— | $— | $— | $35,192 | $35,192 |
Severance Plan and Potential Payments Upon Termination or a Change of Control
| (1) The Severance Payment will be due in the event that the NEO’s employment is terminated (i) by the NEO for Good Reason or (ii) by us or any of our subsidiaries without Cause. The Severance Payment is based upon a multiple of the sum of such NEO’s (i) highest annual salary within the prior two years and (ii) the average annual cash performance bonus earned for the prior three years. The multiple is equal to 2.0x for the Chief Executive Officer, 1.5x for the Chief Investment Officer and Chief Accounting Officer and 1.0x for all other executive officers. Such Severance Payments are paid in equal installments over an annual period equal to the multiple (i.e., 2 years, 1.5 years, 1 year). If a NEO is terminated without Cause or resigns for Good Reason and this occurs during the 12-month period following a Change of Control, then the multiple increases to 3.0x for the Chief Executive Officer and 2.0x for all other executive officers, and such Severance Payment is paid in a lump sum. |
Severance Plan and Potential Payments Upon Termination or a Change of Control
| (2) Represents the cost of medical insurance coverage for each NEO at the same annual level as in effect immediately preceding December 31, 2025 for a period of time equal to the applicable multiple set forth in footnote 1, above. Such amounts are paid in equal installments over an annual period equal to the respective severance multiple (i.e., two years, 1.5 years, one year). A lesser amount may be due if the NEO becomes eligible to receive healthcare coverage from a subsequent employer. |
Severance Plan and Potential Payments Upon Termination or a Change of Control
| (3) For purposes of this table, the market value per LTIP unit is assumed to be $30.94 (the closing price per share of our common stock as of the last business day of 2025). Such amounts include accrued and unpaid distributions due upon vesting. For performance-based awards such amounts were determined assuming targeted performance was achieved for the 2025 and 2024 grants, and maximum (i.e. 200% of target) was achieved for the 2023 grant. |
Severance Plan and Potential Payments Upon Termination or a Change of Control
| (4) Consists of accrued and unused paid time off, pursuant to the definition of “Accrued Obligations” contained in our Executive Severance and Change of Control Plan. |
Severance Plan and Potential Payments Upon Termination or a Change of Control
| (5) With respect to the treatment of equity awards upon termination not involving a Change of Control: (i) any unvested time-based equity awards that would have otherwise vested over the 12-month period following the date of termination will immediately vest; and (ii) any unvested performance-based equity awards that remain outstanding on the date of termination shall remain outstanding and eligible to be earned following the completion of the performance period based on achievement of performance goals, vesting pro rata if such award becomes earned based on days employed during the performance period. For such performance -based awards, the table above assumes that performance-based awards for 2025, 2024 and 2023, performance goals were achieved at target, target, and maximum, respectively. |
Severance Plan and Potential Payments Upon Termination or a Change of Control
| (6) With respect to the treatment of equity awards in the case of termination following a Change of Control: (i) all unvested time-based equity awards vest and become exercisable immediately prior to the Change of Control; and (ii) any performance-based awards that were assumed in connection with the Change of Control and remain unvested on a termination date that occurs within 12 months following the Change of Control shall (a) to the extent only subject to time-based vesting as of the termination date, immediately vest on the termination date, or (b) to the extent subject to performance-based vesting as of the termination date, remain outstanding and eligible to be earned following completion of the performance period based on achievement of performance goals, and to the extent earned (if at all) shall vest on a pro rata basis based on days employed during the performance period through the termination date. The table above assumes that performance-based awards for 2025, 2024 and 2023, performance goals were achieved at target, target, and maximum, respectively. |
Severance Plan and Potential Payments Upon Termination or a Change of Control
| (7) In the event of a termination due to death or disability, such NEO is entitled to: (i) a pro rata portion of his annual cash performance bonus, as determined by the Compensation Committee based on actual performance for the performance period and number of days employed during such period, (ii) the immediate vesting of all unvested time-based equity awards, and (iii) any unvested performance awards that remain outstanding on the date of termination shall remain outstanding and eligible to be earned following the completion of the performance period based on achievement of performance goals, vesting pro rata if such award becomes earned based on days employed during the performance period. The amounts herein make the following assumptions: (i) the performance components of the cash bonuses were achieved at target for 2025, and (ii) the performance goals for the performance-based equity awards for 2025, 2024 and 2022 were achieved at target, target, and maximum, respectively. |
Severance Plan and Potential Payments Upon Termination or a Change of Control
| (8) Includes $200,000 in proceeds from a life insurance policy purchased by us, which benefits are payable to Mr. Schwartz’s beneficiary upon his death. |
Severance Plan and Potential Payments Upon Termination or a Change of Control
| (9) A NEO will not be entitled to receive any of these payments or benefits, other than the Accrued Obligations, unless the NEO has entered into a general release in favor of us and our affiliates, and the NEO will be entitled to receive such payments or benefits only so long as such NEO has not materially breached any of the provisions of the general release or the non-competition, non-solicitation, non-disclosure, non-disparagement and other similar restrictive covenants set forth in the NEO’s letter agreement entered into pursuant to the Executive Severance and Change of Control Plan, which contains various obligations by the NEO to us such as (a) a confidentiality covenant that extends indefinitely, (b) a non-compete provision while the executive is employed by us, (c) certain employee, investor and customer non-solicitation covenants that extend during the executive’s employment and for a period of time after separation (18 months for CEO, or President, 12 months for Chief Investment Officer or Chief Accounting Officer, or 9 months for all other NEOs), and (d) a non-disparagement provision. |
Severance Plan and Potential Payments Upon Termination or a Change of Control
The terms “Cause,” “Good Reason,” and “Change of Control” have the following definitions as set forth in our Executive Severance and Change of Control Plan:
Severance Plan and Potential Payments Upon Termination or a Change of Control
| • | “Cause” is generally defined to mean: (i) willful fraud or material dishonesty in the performance of the executive’s duties; (ii) deliberate or intentional failure by the executive to substantially perform his duties (other than due to incapacity) after a written notice is delivered describing such failures; (iii) willful misconduct by the executive that is materially detrimental to our or our affiliates’ reputation, goodwill or business operations; (iv) willful disclosure of our confidential information or trade secrets; (v) a breach of any restrictive covenants contained within the Participant’s letter agreement entered into pursuant to our Executive Severance and Change of Control Plan, which contains various obligations by the executive to us such as (a) a confidentiality covenant that extends indefinitely, (b) a non-compete provision while the executive is employed by us, (c) certain employee, investor and customer non-solicitation covenants that extend during the executives employment and for a period of time after separation (18 months for CEO or President, 12 months for Chief Investment Officer or Chief Accounting Officer, or nine months for all other NEOs), and |
Severance Plan and Potential Payments Upon Termination or a Change of Control
| (d) a non-disparagement provision; or (vi) the conviction of, or a plea of no contest to a charge of, a felony or crime of moral turpitude. |
Severance Plan and Potential Payments Upon Termination or a Change of Control
| • | “Good Reason” is generally defined to mean, without the Participant’s consent: (i) a material diminution of base salary, target bonus, target annual equity compensation opportunity, or other annual incentive opportunity; (ii) a material reduction in authority, title, duties or responsibilities; (iii) relocation of principal place of employment greater than thirty (30) miles; or (iv) failure of any successor to us following a Change of Control to assume our Executive Severance and Change of Control Plan and its obligations. |
Severance Plan and Potential Payments Upon Termination or a Change of Control
| • | “Change of Control” is generally defined to mean: (i) any person acquiring our securities representing at least 50% of the voting power; (ii) certain mergers (unless our stockholders continue to own at least 50% of the combined voting power of the resulting entity at the time of the merger); (iii) a change in the majority of our Board during any 12-month period that is not approved by a majority of directors; (iv) a sale of all or substantially all of our assets; or (v) adoption of a plan of liquidation. |
Severance Plan and Potential Payments Upon Termination or a Change of Control
Our Executive Severance and Change of Control Plan provides the following payments upon the occurrence of a Change of Control:
Severance Plan and Potential Payments Upon Termination or a Change of Control
| • | All unvested time-based equity awards vest and become exercisable immediately prior to the Change of Control; and |
Severance Plan and Potential Payments Upon Termination or a Change of Control
| • | All unvested performance-based equity awards that are not continued or assumed by the successor entity in connection with the Change of Control vest and become exercisable immediately prior to the Change of Control based on actual achievement of the applicable performance goals through the date of the Change of Control, as determined in the sole discretion of the Compensation Committee. |
Severance Plan and Potential Payments Upon Termination or a Change of Control
| Name | Time-Based Equity Awards | Performance-Based Equity Awards | Dividends | Total | | H. Michael Schwartz | $2,230,403 | $1,216,066 | $175,581 | $3,622,050 | | James Barry | $1,165,425 | $140,813 | $20,331 | $1,326,569 | | Wayne Johnson | $1,108,696 | $104,330 | $14,862 | $1,227,888 | | Joe Robinson | $1,156,607 | $136,017 | $19,639 | $1,312,263 | | Michael Terjung | $1,031,872 | $65,954 | $9,447 | $1,107,273 |
Severance Plan and Potential Payments Upon Termination or a Change of Control
The above table assumes a change of control as of December 31, 2025 and a price per share of our common stock of $30.94 (the closing price per share of our common stock as traded on the New York Stock Exchange as of the last business day of 2025). This table also assumes that (i) no performance-based awards were continued or assumed by the successor entity in connection with the Change of Control, and (ii) all applicable performance goals were achieved at target. Included in the table above are the accrued distributions due based on the assumed achievement of the performance-based equity awards, as applicable.
Pay Versus Performance
Pay Versus Performance
Compensation Actually Paid
Compensation Actually Paid The table below sets forth information concerning the “compensation actually paid,” as determined under SEC rules, to our principal executive officer and to our other NEOs (our “Non-PEO NEOs”) (on an average basis) compared to certain measures of company performance for the fiscal years ended December 2025, 2024, 2023, 2022, and 2021 (“PVP Table”):
Compensation Actually Paid
| Year | Summary Compensation Table Total for PEO #1 | Summary Compensation Table Total for PEO #2 (1) | Compensation Actually Paid to PEO #1 (2) | Compensation Actually Paid to PEO #2 (1) (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (2)(3) | Value of Initial Fixed $100 Investment Based On: | | Company Net Income (Loss) (6) | Company Same-Store NOI Growth (7) | | | | | | | | | Company Total Shareholder Return (4) | Peer Group Total Shareholder Return (4)(5) | | | | 2025 | $4,846,581 | N/A | $110,409 | N/A | $1,719,763 | $1,350,712 | $92.60 | $126.70 | $(1,737,000) | 0.6% | | 2024 | $5,109,915 | N/A | $5,155,302 | N/A | $921,871 | $925,922 | $166.00 | $123.90 | $(5,887,000) | -1.7% | | 2023 | $4,742,747 | N/A | $6,123,197 | N/A | $809,895 | $943,121 | $167.90 | $118.10 | $11,646,760 | 3.1% | | 2022 | $3,499,872 | N/A | $3,797,556 | N/A | $766,787 | $797,477 | $160.50 | $106.00 | $21,669,452 | 16.5% | | 2021 | $3,454,270 | $536,443 | $5,390,178 | $831,624 | $688,610 | $884,798 | $152.90 | $141.30 | $(19,564,718) | 24.5% |
Compensation Actually Paid
| (1) For the fiscal year ended December 31, 2021, Michael S. McClure (our “PEO #2”) was our principal executive officer until April 15, 2021, at which time H. Michael Schwartz (our “PEO #1”) became our principal executive officer. |
Compensation Actually Paid
| (2) See tables below for the calculation of Compensation Actually Paid for each year presented. |
Compensation Actually Paid
| (3) For the fiscal years ended December 31, 2025, 2024, 2023, 2022, and 2021 our Non-PEO NEOs consisted of: James Barry, Joe Robinson, Wayne Johnson, and Michael Terjung. |
Compensation Actually Paid
| (4) Total Shareholder Return and Peer Group Total Shareholder Return assume $100 invested on December 31, 2020, including reinvestment of dividends. Reflected in the Total Shareholder Return is the change in price from previously-declared Net Asset Values to the publicly-traded price following the company’s listing on the New York Stock Exchange. |
Compensation Actually Paid
| (5) The Peer Group referenced for Peer Group Total Shareholder Return consists of the FTSE Nareit All Equity Index. |
Compensation Actually Paid
| (6) Net Income (Loss) represents the net income or loss generated in each calendar year for the Company and all of its consolidated subsidiaries, calculated in accordance with GAAP. |
Compensation Actually Paid
| (7) We have identified Same-Store NOI Growth as our most important financial measure used by us to link compensation paid to our NEOs to company performance. Same-Store NOI is a non-GAAP measure. See Appendix A for a reconciliation to the most directly comparable GAAP financial measure. |
Compensation Actually Paid
Calculation of Compensation Actually Paid:
Compensation Actually Paid
| | 2025 | | | | PEO #1 | Average for Non-PEO NEOs | | Summary Compensation Table Total | $4,846,581 | $1,719,763 | | Deduction for amounts reported in “Stock Awards” column of the Summary Compensation Table | $(3,800,000) | $(1,222,239) | | Increase for fair value of awards granted during year presented that remain unvested as of year end presented | $1,877,934 | $1,083,826 | | Increase for fair value of awards granted during year presented that vested during the year presented | $377,839 | $35,552 | | Decrease for change in fair value from prior year-end presented to year-end presented of awards granted prior to year presented that were outstanding and unvested as of year-end presented | $(2,493,172) | $(229,535) | | Decrease for change in fair value from prior year-end presented to vesting date of awards granted prior to year presented that vested during year presented | $(930,828) | $(93,158) | | Deduction of fair value of awards granted prior to year presented that were forfeited during year presented | $— | $— | | Increase based upon incremental fair value of awards modified during year presented | $— | $— | | Increase based on dividends or other earnings paid during year presented, prior to vesting date of award | $232,055 | $56,503 | | Compensation Actually Paid | $110,409 | $1,350,712 | | | 2024 | | | | PEO #1 | Average for Non-PEO NEOs | | Summary Compensation Table Total | $5,109,915 | $921,871 | | Deduction for amounts reported in “Stock Awards” column of the Summary Compensation Table | $(3,800,000) | $(357,500) | | Increase for fair value of awards granted during year presented that remain unvested as of year end presented | $3,182,193 | $299,385 | | Increase for fair value of awards granted during year presented that vested during the year presented | $640,259 | $60,236 | | Decrease for change in fair value from prior year-end presented to year-end presented of awards granted prior to year presented that were outstanding and unvested as of year-end presented | $(178,414) | $(17,090) | | Decrease for change in fair value from prior year-end presented to vesting date of awards granted prior to year presented that vested during year presented | $(79,091) | $(7,706) | | Deduction of fair value of awards granted prior to year presented that were forfeited during year presented | $— | $— | | Increase based upon incremental fair value of awards modified during year presented | $— | $— | | Increase based on dividends or other earnings paid during year presented, prior to vesting date of award | $280,440 | $26,726 | | Compensation Actually Paid | $5,155,302 | $925,922 |
Compensation Actually Paid
| | 2023 | | | | PEO #1 | Average for Non-PEO NEOs | | Summary Compensation Table Total | $4,742,747 | $809,895 | | Deduction for amounts reported in “Stock Awards” column of the Summary Compensation Table | $(3,800,000) | $(343,750) | | Increase for fair value of awards granted during year presented that remain unvested as of year end presented | $3,409,691 | $308,451 | | Increase for fair value of awards granted during year presented that vested during the year presented | $686,034 | $62,061 | | Increase for change in fair value from prior year-end presented to year-end presented of awards granted prior to year presented that were outstanding and unvested as of year-end presented | $809,195 | $79,121 | | Increase for change in fair value from prior year-end presented to vesting date of awards granted prior to year presented that vested during year presented | $30,184 | $3,358 | | Deduction of fair value of awards granted prior to year presented that were forfeited during year presented | $— | $— | | Increase based upon incremental fair value of awards modified during year presented | $— | $— | | Increase based on dividends or other earnings paid during year presented, prior to vesting date of award | $245,346 | $23,985 | | Compensation Actually Paid | $6,123,197 | $943,121 | | | 2022 | | | | PEO #1 | Average for Non-PEO NEOs | | Summary Compensation Table Total | $3,499,872 | $766,787 | | Deduction for amounts reported in “Stock Awards” column of the Summary Compensation Table | $(1,900,000) | $(212,500) | | Increase for fair value of awards granted during year presented that remain unvested as of year end presented | $1,557,805 | $174,228 | | Increase for fair value of awards granted during year presented that vested during the year presented | $359,494 | $40,207 | | Increase for change in fair value from prior year-end presented to year-end presented of awards granted prior to year presented that were outstanding and unvested as of year-end presented | $29,782 | $3,049 | | Increase for change in fair value from prior year-end presented to vesting date of awards granted prior to year presented that vested during year presented | $20,469 | $2,027 | | Deduction of fair value of awards granted prior to year presented that were forfeited during year presented | $— | $— | | Increase based upon incremental fair value of awards modified during year presented | $— | $— | | Increase based on dividends or other earnings paid during year presented, prior to vesting date of award | $230,134 | $23,679 | | Compensation Actually Paid | $3,797,556 | $797,477 |
Compensation Actually Paid
| | 2021 | | | | | PEO #1 | PEO #2 | Average for Non-PEO NEOs | | Summary Compensation Table Total | $3,454,270 | $536,443 | $688,610 | | Deduction for amounts reported in “Stock Awards” column of the Summary Compensation Table | $(1,850,000) | $— | $(177,500) | | Increase for fair value of awards granted during year presented that remain unvested as of year end presented | $2,291,862 | $— | $219,895 | | Increase for fair value of awards granted during year presented that vested during the year presented | $528,891 | $— | $50,745 | | Increase for change in fair value from prior year-end presented to year-end presented of awards granted prior to year presented that were outstanding and unvested as of year-end presented | $676,181 | $314,251 | $72,481 | | Increase for change in fair value from prior year-end presented to vesting date of awards granted prior to year presented that vested during year presented | $107,776 | $56,044 | $12,394 | | Deduction of fair value of awards granted prior to year presented that were forfeited during year presented | $— | $119,179 | $— | | Increase based upon incremental fair value of awards modified during year presented | $— | $— | $— | | Increase based on dividends or other earnings paid during year presented, prior to vesting date of award | $181,198 | $44,065 | $18,173 | | Compensation Actually Paid | $5,390,178 | $831,624 | $884,798 |
Relationship between Compensation Actually Paid and Company Performance Metrics
Relationship between Compensation Actually Paid and Company Performance Metrics When determining the compensation of our executives, we consider certain financial and non-financial metrics. The following is an unranked list of the most important financial and non-financial measures we used to link “compensation actually paid” to our NEOs for the fiscal year ended December 31, 2024 to company performance:
Relationship between Compensation Actually Paid and Company Performance Metrics
| • | Same-store revenue growth |
Relationship between Compensation Actually Paid and Company Performance Metrics
| • | Same-store NOI growth |
Relationship between Compensation Actually Paid and Company Performance Metrics
| • | FFO, as adjusted (per share) |
Relationship between Compensation Actually Paid and Company Performance Metrics
| • | G&A expense |
Relationship between Compensation Actually Paid and Company Performance Metrics
The graphs below illustrate, for each of the years presented in the PVP table above, the relationship between (i) (A) Compensation Actually Paid to our PEO and (B) Compensation Actually Paid to our Non-PEO NEOs and (ii) (W) our cumulative total shareholder return (“TSR”), (X) the cumulative TSR of the FTSE Nareit All Equity Index (the “Peer Group”), (Y) our net income, and (Z) our Same-Store NOI Growth, which we consider to be the most important financial performance measure we use for purposes of determining NEO compensation. Same-Store NOI Growth was chosen as the most important financial metric due to its representative nature of overall portfolio performance and its impact to overall portfolio valuation.
CEO Pay Ratio
CEO Pay Ratio Pursuant to SEC rules, we are disclosing the ratio of the annual total compensation of our Chief Executive Officer, which as of December 31, 2025 was H. Michael Schwartz, to the annual total compensation of our median employee. To identify our median employee, we examined annual total compensation consisting of all cash compensation, including bonuses for all of our employees for 2025. We annualized the compensation for those employees who were employed by us for less than the full fiscal year. We did not make any cost-of-living adjustments for this calculation. The 2025 annual total compensation for our median employee as determined based on SEC rules was $42,513. The 2025 annual total compensation for our Chief Executive Officer as determined based on SEC rules was $4,846,581. Based on this information, the ratio of our Chief Executive Officer’s annual total compensation to our median employee’s annual total compensation for fiscal year 2025 is 114 to 1.
Director Compensation for the Year Ended December 31, 2025
Director Compensation for the Year Ended December 31, 2025 Summary The following table provides a summary of the compensation earned by or paid to our directors for the year ended December 31, 2025:
Director Compensation for the Year Ended December 31, 2025
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Non qualified Deferred Compensation | All Other Compensation(2) | Total | | H. Michael Schwartz | $— | $— | $— | $— | $— | $266 | $266 | | Lora Gotcheva | $41,250(3) | $100,000(5) | $— | $— | $— | $1,006 | $142,256 | | Timothy S. Morris | $93,375(3) | $380,025(5)(6) | $— | $— | $— | $693 | $474,093 | | David J. Mueller | $97,125(3) | $380,025(5)(6) | $— | $— | $— | $426 | $477,576 | | Harold “Skip” Perry | $112,125(3) | $380,025(5)(6) | $— | $— | $— | $266 | $492,416 | | Paula Mathews(4) | $31,875(3) | $380,025(5)(6) | $— | $— | $— | $419 | $412,319 |
Director Compensation for the Year Ended December 31, 2025
| (1) This column represents the full grant date fair value in accordance with FASB ASC Topic 718, using the assumptions to value such awards as reported in the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. |
Director Compensation for the Year Ended December 31, 2025
| (2) Represents payment of life insurance premiums covering each of the members of our Board for the benefit of such director’s beneficiaries. |
Director Compensation for the Year Ended December 31, 2025
| (3) Amount includes total fees earned or paid during the year ended December 31, 2025. |
Director Compensation for the Year Ended December 31, 2025
| (4) Paula Mathews served on our board of directors through June 30, 2025. |
Director Compensation for the Year Ended December 31, 2025
| (5) Amount includes an equity grant with an estimated fair market value at grant date of approximately $100,000 issued in connection with such board member’s appointment or re-appointment to the board of directors in 2025, as applicable. |
Director Compensation for the Year Ended December 31, 2025
| (6) Amount includes an equity grant with an estimated fair market value at grant date of approximately $280,025 issued in connection with our underwritten public offering in April 2025. |
Director Compensation for the Year Ended December 31, 2025
Terms of Director Compensation Each of our non-employee directors receive compensation for their service in the form of both cash and equity, as described below. Membership on our committees is comprised solely of independent directors.
Director Compensation for the Year Ended December 31, 2025
| Role | Amount | | Director Cash Retainer | $65,000 | | Lead Independent Director (supplemental) | $15,000 | | Audit Committee Chair (supplemental) | $20,000 | | Nominating and Corporate Governance Committee Chair (supplemental) | $15,000 |
Director Compensation for the Year Ended December 31, 2025
| Role | Amount | | Compensation Committee Chair (supplemental) | $15,000 | | Audit Committee Non-Chair (supplemental) | $10,000 | | Nominating and Corporate Governance Committee Non-Chair (supplemental) | $7,500 | | Compensation Committee Non-Chair (supplemental) | $7,500 | | Potential Additional Per Meeting Fees* | $1,500 |
Director Compensation for the Year Ended December 31, 2025
| * In the event that the board of directors or any committee thereof meets more than 10 times per year, a per meeting fee of $1,500 will be paid for each meeting thereafter. |
Director Compensation for the Year Ended December 31, 2025
Upon re-election for membership on our board of directors, our non-employee directors receive an annual equity award with a market value of $100,000, which vests one year from the date of the director’s re-election. 2022 Long-Term Incentive Plan Awards to Independent Directors In March 2022, following the recommendation of the Compensation Committee, our board of directors approved the Equity Incentive Plan, which was approved by our stockholders at our 2022 annual meeting of stockholders. The Equity Incentive Plan became effective when it was approved by our stockholders, and it replaced our prior incentive plan, known as the Employee and Director Long-Term Incentive Plan (the “Prior Plan”). From and after the effective date of the Equity Incentive Plan, no further awards have been or will be made under the Prior Plan. The purpose of the Equity Incentive Plan is to encourage and enable our and our subsidiaries’ eligible employees, directors, consultants, and other key persons, upon whose judgment, initiative, and efforts we largely depend for the successful conduct of our business, to acquire a proprietary interest in us. Pursuant to the Equity Incentive Plan, we may issue stock options, stock appreciation rights, restricted stock unit awards, restricted stock awards, restricted stock unit awards, unrestricted stock awards, dividend equivalent rights, LTIP Units, other equity-based awards, and cash-based awards. The total number of shares of our common stock authorized and reserved for issuance under the Equity Incentive Plan is equal to 2,500,000 shares. As of December 31, 2025, there were approximately 1.4 million shares available for issuance under the Equity Incentive Plan. The term of the Equity Incentive Plan is 10 years. In the event of a consolidation or merger in which we are not the surviving corporation, or a sale of all or substantially all of our assets, in which outstanding shares of our stock are exchanged for securities, cash, or other property of an unrelated corporation or business entity, or in the event of our liquidation, the board of directors of any corporation assuming our obligations, may, in its discretion, take any one or more of the following actions as to outstanding awards under the Equity Incentive Plan: (i) provide that the awards may be assumed or substituted or (ii) upon written notice to participants, provide that all awards will terminate upon consummation of such a transaction. In the event that awards are not assumed or substituted, except as otherwise provided by the Compensation Committee in the award agreement or other agreement between the holder of an award and us, upon the effective time of such transaction, all awards will become vested and exercisable and vested awards, other than stock options, shall be fully settled in cash or in kind at such appropriate consideration as determined by the Compensation Committee in its sole discretion after taking into account the consideration payable per share pursuant to such transaction, or the “merger price,” and all stock options shall be fully settled in cash or in kind in an amount equal to the difference between the merger price and the exercise price of the options; provided that each participant may be permitted to exercise all outstanding options within a specified period determined by the Compensation Committee prior to such. In the event the board of directors or the Compensation Committee determines that any distribution, recapitalization, stock split, reorganization, merger, liquidation, dissolution or sale, transfer, exchange or other disposition of all or substantially all of our assets, or other similar corporate transaction or event, affects our stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Equity Incentive Plan or with respect to an award, then our board of directors or Compensation Committee shall, in such manner as it may deem equitable, adjust the number and kind of shares or the exercise price with respect to any award. As of December 31, 2025, (i) Mr. Mueller had received a total of 24,023 shares of restricted stock or LTIP units, of which 11,611 shares or LTIP units had vested, (ii) Mr. Morris had received a total of 22,873 shares of restricted stock of which 11,019 shares had vested, (iii) Mr. Perry had received a total of 23,609 shares of restricted stock of which 11,197 shares had vested, (iv) Ms. Mathews had received a total of 21,273 shares of restricted stock or LTIP units, of which 21,273 shares or LTIP units had vested, and (v) Ms. Gotcheva had received 2,786 shares of restricted stock, of which none had vested. Director Life Insurance Policies We purchased life insurance policies covering each of the members of our board of directors for the benefit of such director’s beneficiaries. For the year ended December 31, 2025, we paid total premiums of $3,076 on such life insurance policies. Of this amount, $266 was attributed to the policy covering H. Michael Schwartz, $1,006 was attributed to the policy covering Lora Gotcheva, $693 was attributed to the policy covering Timothy S. Morris, $426 was attributed to the policy covering David J. Mueller, $266 was attributed to the policy covering Harold “Skip” Perry, and $419 was attributed to the policy covering Paula Mathews, who served on our board directors through June 30, 2025.
PROPOSAL 1. ELECTION OF DIRECTORS
PROPOSAL 1. ELECTION OF DIRECTORS At the annual meeting, you and the other stockholders will vote on the election of all six members of our board of directors. Each person elected will serve as a director until our 2027 annual meeting of stockholders and until his or her successor is elected and qualifies. Our board of directors has nominated the following people for re-election as directors:
PROPOSAL 1. ELECTION OF DIRECTORS
| • | H. Michael Schwartz |
PROPOSAL 1. ELECTION OF DIRECTORS
| • | Wayne Johnson |
PROPOSAL 1. ELECTION OF DIRECTORS
| • | Harold “Skip” Perry |
PROPOSAL 1. ELECTION OF DIRECTORS
| • | David J. Mueller |
PROPOSAL 1. ELECTION OF DIRECTORS
| • | Timothy S. Morris |
PROPOSAL 1. ELECTION OF DIRECTORS
| • | Lora Gotcheva |
PROPOSAL 1. ELECTION OF DIRECTORS
Each of the nominees is a current member of our board of directors. Detailed information on each nominee is provided on pages 44–48. If any nominee becomes unable or unwilling to stand for re-election, our board of directors may designate a substitute. If a substitute is designated, proxies voting on the original nominee will be cast for the substituted nominee.