Deborah Ratner Salzberg
About Deborah Ratner Salzberg
Independent Chair of CubeSmart’s Board since May 2022; Trustee since 2013. Age 70. Background includes 35+ years in real estate leadership: Principal at Uplands Real Estate Partners; former DC Region Chair at Brookfield Properties and President of Forest City Washington; earlier trial attorney at U.S. DOJ (Civil Division). Education: BA, George Washington University; JD, University of San Francisco .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Uplands Real Estate Partners | Principal | Current | Focused on real estate and financial investing . |
| Brookfield Properties (DC Region) | Chair | Dec 2018–Jan 2020 | Led DC regional strategy and operations . |
| Forest City Washington, Inc. | President; various roles | 1985–pre-2018 | Led planning, development, construction, and management of major mixed-use projects . |
| U.S. Department of Justice (Civil Division) | Trial Attorney | Pre-1985 | Litigation experience underpinning governance acumen . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Capital Bancorp, Inc. (CBNK) | Director; Nominating & Corporate Governance Chair; ESG committee | 2016 | Active independent director; governance leadership . |
| Kenyon College | Board of Trustees | — | Higher-education governance . |
| Foundation for the National Archives | Board of Trustees | — | Non-profit governance . |
| Planet Word | Board Member | — | Cultural institution governance . |
| NYS Common Retirement Fund | Real Estate Advisory Committee Member | — | Institutional investor advisory role . |
| Univ. of Pennsylvania Institute of Urban Research | Board Member | — | Urban policy research governance . |
| Federal City Council | Member | — | Civic leadership (DC) . |
Board Governance
- Independence: Board determined Deborah Salzberg is independent under NYSE rules; eight of nine nominees are independent .
- Role: Independent Chair since May 2022; presides over board and shareholder meetings and independent executive sessions; sets agendas with CEO; facilitates communication among independent trustees and management .
- Committee assignments: 2024 standing committees are all-independent; rosters list Audit (Remondi–Chair; Chin, Fain, Lynch, Rogatz), Compensation (Dowling–Chair; Bussani, Remondi, Rogatz), Corporate Governance & Nominating (Bussani–Chair; Dowling, Fain, Lynch). Salzberg is not listed on these committees, consistent with her chair role .
- Attendance: Board held seven meetings in 2024; each trustee attended at least 75% of board and applicable committee meetings; trustees attended the 2024 annual meeting .
- Share ownership guidelines: Trustees must hold ≥5x annual base cash retainer within five years; all trustees with requisite tenure are in compliance .
- Executive sessions: Independent trustees meet at each regular board meeting; Independent Chair presides .
- Risk oversight: Committee-specific risk oversight delineated (Audit—financial/cyber; Compensation—comp and succession; CG&N—ESG/governance) .
Fixed Compensation
| Component | Policy Detail | 2024 Amount (for Salzberg) |
|---|---|---|
| Annual base cash retainer (Independent Trustees) | $80,000 | $80,000 |
| Board Chair supplement | $70,000 | $70,000 |
| Audit Chair / Member | $30,000 / $12,000 | — |
| Compensation Chair / Member | $30,000 / $10,000 | — |
| Corporate Governance & Nominating Chair / Member | $15,000 / $7,750 | — |
| Deferred cash option | May elect to receive cash in restricted shares; trustee deferred compensation plan available . | — |
Trustee Compensation – Deborah R. Salzberg (2024)
| Item | Amount | Notes |
|---|---|---|
| Cash fees | $150,000 | Base + Chair supplement. |
| Equity award (grant-date FV) | $122,937 | 2,832 restricted shares granted May 21, 2024. |
| All other compensation | $5,542 | Dividends on unvested restricted shares. |
| Total | $278,479 | — |
Performance Compensation
- Director equity grants are time-based restricted shares; no performance-conditioned (PSU) or option awards for trustees in 2024 .
- 2024 grant details: | Grant Date | Vehicle | Shares | Grant-Date Fair Value | Vesting | |---|---|---|---|---| | May 21, 2024 | Time-based restricted shares | 2,832 | $122,937 | Earlier of 1-year or 2025 annual meeting |
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict Note |
|---|---|
| Capital Bancorp, Inc. (CBNK) | Banking board service; governance chair role. No CUBE-related transactions disclosed in provided sections; CG&N oversees related party reviews at CUBE . |
Expertise & Qualifications
- Deep real estate development and operations expertise (adaptive reuse, mixed-use, urban projects) from Forest City and Brookfield leadership .
- Legal training and DOJ litigation experience supports governance rigor .
- Capital markets and institutional advisory exposure via NYS Common Retirement Fund Real Estate Advisory Committee .
- Governance leadership as Independent Chair at CUBE and committee chair roles at Capital Bancorp .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Ownership % of Outstanding | Options Currently Exercisable (≤60 days) |
|---|---|---|---|
| Deborah R. Salzberg | 34,247 | <1% (trustee entries flagged “* less than one percent”) | Not shown for trustees in ownership table |
Alignment safeguards:
- Hedging and pledging of Company stock prohibited for trustees and senior employees .
- Trustee ownership guideline: ≥5x annual base retainer; trustees with requisite service are compliant .
Governance Assessment
- Strengths: Independent Chair since 2022 enhances oversight and board effectiveness; robust executive sessions; clear committee-based risk oversight; trustee ownership guidelines and hedging/pledging prohibitions support alignment .
- Engagement and independence: Board/committee attendance ≥75%; NYSE independence affirmed; director equity is time-based (limits pay-for-performance concerns at director level) .
- Shareholder signals: 2024 say-on-pay support at 94% (3-year average 93%) suggests broad investor confidence in governance and compensation frameworks .
- Conflicts monitoring: CG&N reviews related party transactions; no specific related-party exposure tied to Salzberg identified in provided proxy sections; continued vigilance warranted given external board service in banking .
Overall, Salzberg’s independent chairmanship, seasoned real estate and legal background, and adherence to ownership/anti-hedging policies are positive governance signals. Monitoring for any future related-party interactions across external board service remains prudent .