Christopher P. Marr

About Christopher P. Marr

Christopher P. Marr is CubeSmart’s President, Chief Executive Officer, and a Trustee. Under his leadership, 2024 FFO per share (as adjusted) was $2.63, while CubeSmart delivered a five-year cumulative TSR value of $165.28 on a $100 investment versus $117.56 for its REIT peer index, indicating multi‑year outperformance on a shareholder value basis . Strategically, Marr emphasized disciplined external growth, balance sheet flexibility (net debt/EBITDA of ~4.1x at year‑end 2024), and a 15th consecutive annual dividend increase, while signaling cautious 2025 expectations amid normalizing storage fundamentals .

Fixed Compensation

Performance Compensation

• Annual incentive structure (2024): 70% financial, 20% strategic/external growth, 10% individual goals. Marr’s individual goals paid at 100% of target; his overall annual incentive paid at 195% of salary ($1,793,218) .

• Long-term incentives (LTI) design: 1/3 PSUs (relative TSR), 1/3 time‑vested restricted shares, 1/3 stock options (10‑year term; strike = grant‑date close). RS/options vest ratably over 3 years; PSUs cliff‑vest at 3 years based on relative TSR (0–200% payout) .

• PSU performance (2012-24 cohort): 2022 PSUs paid at 134.2% of target on relative TSR; Marr earned 22,038 shares vs 16,424 target (plus 2,812 dividend‑equivalent shares) .

• Most important performance measures linking pay: FFO per share (as adjusted), same‑store revenue growth, same‑store expense growth, and TSR vs peers .

Equity Ownership & Alignment

• Vested/exercised activity (2024): shares vested 96,443 ($4,470,133 realized); options exercised 74,906 ($1,764,506 realized) .
• Ownership guidelines: CEO must hold ≥5x salary; Board review in Feb 2024 determined NEOs with requisite service met or exceeded guidelines .
• Hedging/pledging: Prohibited for NEOs, Trustees, and senior employees .
• Deferred compensation: Company 2024 match of $122,247 on salary/bonus deferrals; Marr’s aggregate balances at 12/31/2024 were $10,779,685 (salary/bonus deferrals) and $20,859,980 (equity deferrals) .

Employment Terms

• Severance plan (non‑CIC): If terminated without cause or for good reason outside the change‑in‑control (CIC) window, Marr receives 2x (salary + average/target bonus) paid over 24 months; pro‑rata annual bonus based on actual results; continued vesting of time‑based awards and pro‑rata PSU vesting based on actual performance; 24 months health benefits (gross‑up only for taxes on health continuation), and other customary accrued items .
• CIC severance (double‑trigger within 3 months before to 2 years after a CIC): Marr receives 3x (greater of salary at termination/CIC and average/target bonus), paid lump sum; pro‑rata annual bonus (greater of actual or target); 24 months vehicle allowance; continued/accelerated equity per plan terms. 280G cutback applies; no excise tax gross‑ups .
• Equity treatment at CIC (single‑trigger for equity): Time‑based equity vests in full; performance‑based equity vests at greater of target or actual; awards subject to net‑exercise or assumption by acquirer .
• Retirement vesting: Upon retirement at ≥60 years old with ≥10 years of service (six months’ notice and 24‑month restrictive covenant), equity continues to vest; Marr had met the age/service criteria as of 12/31/2024 .
• Clawback policy: Dodd‑Frank compliant recovery of incentive compensation for 3 years prior to a required restatement; applies regardless of fault .

Board Governance and Service

• Role and independence: Marr serves as Trustee and as President & CEO; he is not independent due to his executive role .
• Independent Board leadership: Since May 2022, Deborah R. Salzberg serves as Independent Chair; all Board committees (Audit, Compensation, Corporate Governance & Nominating) comprise only independent Trustees, which helps mitigate dual‑role concerns associated with a CEO‑Trustee .
• Attendance: In 2024, the Board held seven meetings; each Trustee attended at least 75% of their Board and committee meetings .

Say‑on‑Pay & Shareholder Feedback

• 2024 Say‑on‑Pay approval: 94% of votes cast; three‑year average: 93% .

Compensation Peer Group

Performance & Track Record (context for incentives)

• Operations and outlook: Same‑store revenue trough likely in 4Q24 (‑1.6% YoY). As of late Feb 2025, same‑store occupancy gap narrowed to ‑50 bps YoY (occupancy 89.5%), with improving new move‑in rate gaps (from about ‑10.3% in Nov to ~‑7.4% in late Feb), but management remains prudently cautious for 2025 given macro and housing uncertainty .
• Balance sheet and external growth: Net debt/EBITDA ~4.1x; 2% dividend increase; creative external growth including DFW recap and a 2025 post‑year‑end buyout of an unconsolidated JV (HVP IV) for ~$452.8M consideration, targeting mid‑to‑high‑5% 2025 yield; ATM equity raised in 2024 at ~$51/share to pre‑fund .
• Guidance framing (2025): Same‑store NOI midpoint down ~3%; FFO/share guidance $2.50–$2.59 reflecting normalization and interest expense headwinds, partly offset by accretive external growth .

Compensation Structure Analysis

• Pay mix and leverage: Approximately 85% of CEO pay was incentive‑based in 2024 (vs 73% for other NEOs), with PSU outcomes linked to relative TSR and annual incentives tied primarily to financial performance, aligning pay with shareholder results .
• No repricing or cash‑out of options without shareholder approval; equity award policy sets strike at grant‑date close and pre‑approves timing protocols, reducing governance risk around awards .
• Clawback, no 280G gross‑ups, hedging/pledging prohibitions, and stringent ownership guidelines (CEO ≥5x salary) reinforce alignment and downside governance protections .

Risk Indicators & Red Flags

• Pledging/Hedging: Prohibited (mitigates a key red flag) .
• Option repricing: Prohibited without shareholder approval .
• Excise tax gross‑up: None; 280G cutback applies .
• Equity acceleration: Single‑trigger equity vesting at CIC (mitigates retention risk concerns for acquirers but can create overhang); severance multiples require termination (double‑trigger) .
• Retirement eligibility: Marr qualifies for continued vesting on retirement (≥60 years and ≥10 years service), which modestly elevates long‑term retention risk despite restrictive covenants .
• Say‑on‑pay support: Strong (94%), indicating low external governance risk from shareholder base .

Investment Implications

• Alignment: Large direct shareholdings, significant at‑risk pay, PSU focus on relative TSR, no pledging/hedging, and robust ownership guidelines support strong alignment with shareholder outcomes .
• Retention/supply overhang: Retirement eligibility and sizable exercisable options (838k within 60 days; 1.77M outstanding) could add episodic selling pressure but are tempered by continued‑vesting rules and policy safeguards .
• Execution: Marr’s messaging is disciplined—prioritizing expense control, patient external growth, and balance sheet flexibility as fundamentals normalize; 2025 guidance prudence suggests limited near‑term upside surprise from operations but supports durable long‑term value creation .

Bottom line: Governance structure (independent chair, all‑independent committees), strong shareholder support, and incentive architecture tied to TSR and FFO per share (as adjusted) position Marr as a well‑aligned steward for long‑term holders. Near‑term trading signals skew neutral given normalization headwinds and cautious guidance; watch for incremental PSU trajectory, insider option exercises, and external growth IRRs for catalysts .

Appendix: Pay vs Performance Snapshot