Dorothy Dowling
About Dorothy Dowling
Dorothy Dowling is an independent Trustee of CubeSmart (CUBE), serving on the Board since 2017. She is 67 years old and holds both undergraduate and master’s degrees from the University of Waterloo (Canada). Her core credentials span senior operating and commercial leadership in hospitality and travel, with emphasis on digital/IT, customer service, and marketing. She currently serves as Managing Director at Horwath HTL and previously was Chief Marketing Officer and SVP of Sales at BWH Hotel Group (Best Western) .
Past Roles
| Organization | Role | Tenure / Notes | Committees/Impact |
|---|---|---|---|
| BWH Hotel Group (Best Western) | Chief Marketing Officer & SVP Sales | Former; joined in Nov 2004 per prior disclosure | Led global commercial strategy in hospitality |
| ARAMARK | VP of Operations, Parks & Attractions | Prior role | Operations leadership in large-scale venues |
| Travelodge Canada | President & COO | Mar 2001–Dec 2002 | P&L leadership in lodging REIT affiliate |
| Royal Host REIT; Forte Hotels; Travelodge, Inc. | Various executive/leadership roles | Prior roles | Lodging REIT and hotel operations experience |
External Roles
| Organization | Role | Public/Private/Non‑profit | Notes |
|---|---|---|---|
| Horwath HTL | Managing Director | Private | Hospitality advisory leadership |
| Global Business Travel Association (GBTA) | Board member; President, GBTA Allied Leadership Council | Non‑profit/trade association | Industry governance and stakeholder engagement |
Board Governance
- Independence: The Board determined Dorothy Dowling is independent under NYSE rules (8 of 9 nominees independent) .
- Board attendance: The Board held seven meetings in 2024; each Trustee attended at least 75% of Board and committee meetings on which they served; all Trustees attended the 2024 Annual Meeting .
- Share ownership guidelines for Trustees: 5x annual base cash retainer; all Trustees with requisite service are in compliance .
- Executive sessions: Independent Chair (Deborah R. Salzberg since May 2022) presides over regular executive sessions .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation Committee | Chair | 5 | Oversees CEO/NEO pay, succession; retains independent consultant (Ferguson Partners) deemed independent; no interlocks |
| Corporate Governance & Nominating Committee | Member | 3 | Oversees governance, ESG oversight, related‑party review, board evaluations and nominations |
| Audit Committee | Not a member | 5 | Financial reporting/cyber risk oversight handled by other independent Trustees |
Fixed Compensation (Director Pay – 2024)
| Component | Amount (USD) | Detail |
|---|---|---|
| Base annual cash retainer | $80,000 | Independent Trustee cash retainer |
| Compensation Committee Chair retainer | $30,000 | Chair fee |
| Corporate Governance & Nominating Committee member retainer | $7,750 | Member fee |
| Total cash fees (paid/earned) | $117,750 | Matches Trustee Compensation Table for Dowling |
| Director equity policy (for independents) | $120,000 target | Time‑based restricted shares; 2024 grant valued at $120k target |
| Deferred compensation availability | Elected deferral permitted | Trustee Deferred Compensation Plan available |
Performance Compensation (Director Equity & Structure)
| Element | 2024 Grant | Vesting | Valuation |
|---|---|---|---|
| Time‑based restricted shares | 2,832 shares | Vest on earlier of first anniversary of May 21, 2024 grant or 2025 Annual Meeting | Aggregate grant‑date fair value $122,937 for each Trustee |
| Dividends on unvested restricted shares | Cash dividends paid | During vesting period | Included in “All Other Compensation” (Dowling: $5,542) |
- No performance‑conditioned equity for directors (time‑based only). Equity award governance: grant timing and pricing controlled by Board/committee policy; options priced at grant‑date close; no timing around MNPI .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Dowling in CUBE’s proxy biographies |
| Compensation Committee interlocks | None; no committee member served as an officer/employee; no interlocks disclosed |
| Related‑party transactions oversight | CG&N Committee reviews related‑party transactions under Company policy |
Expertise & Qualifications
- Senior executive experience in hospitality and travel; digital/IT, customer service and marketing focus .
- Education: BA and master’s degrees, University of Waterloo (Canada) .
- Board skills applied at CUBE: compensation strategy and pay‑for‑performance oversight (as Compensation Chair), governance/ESG oversight (CG&N member) .
Equity Ownership (Alignment)
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 27,598 shares | As of March 21, 2025 |
| Options exercisable/within 60 days | Not listed for independent Trustees | Table presents options column; none indicated for Dowling |
| Unvested restricted shares (12/31/2024) | 2,832 shares | 2024 director grant outstanding at year‑end |
| Ownership as % of outstanding | <1% | Trustees each hold less than 1% |
| Trustee ownership guideline | 5x base cash retainer | All Trustees with requisite tenure in compliance |
| Hedging/pledging | Prohibited for Trustees | Anti‑hedging and anti‑pledging policy |
Governance Assessment
-
Strengths
- Independent Trustee; chairs Compensation Committee with use of an independent consultant (Ferguson Partners) affirmed as conflict‑free; no interlocks disclosed .
- Solid engagement indicators: Board met 7 times; all Trustees ≥75% attendance and attended the 2024 Annual Meeting; Independent Chair structure with regular executive sessions .
- Ownership alignment: Material personal stake and policy requiring 5x retainer; anti‑hedging/pledging; all Trustees in compliance .
- Transparent director pay: Mix of cash retainers and time‑based equity with one‑year vest aligned to service; dividends disclosed .
-
Watch items / potential investor focus
- Equity plan share increase (5,000,000 additional shares; potential ~2.18% voting power dilution on a fully diluted basis). As Compensation Chair, Dowling is central to equity plan governance; investors may scrutinize burn rate and overhang (average burn rate ~0.24% over three years) .
- Related‑party safeguards reside with CG&N Committee (of which Dowling is a member); continue to monitor disclosures for any related‑party items; policy oversight is clear, but no specific 2024/2025 related‑party “none” statement is cited here .
-
Broader signals
- Say‑on‑pay support remained strong (94% in 2024), indicating shareholder alignment with compensation programs overseen by the Compensation Committee .
- Board self‑evaluation: In 2024 the Board engaged Paul Hastings LLP to lead an independent evaluation—an indicator of governance maturity .
RED FLAGS: None identified in disclosures specific to Dowling—no attendance shortfalls, no related‑party transactions involving her, no hedging/pledging, and no committee interlocks disclosed . Monitor equity plan dilution and director equity structure as part of ongoing governance oversight .