Jair K. Lynch
About Jair K. Lynch
Founder and CEO of Jair Lynch Real Estate Partners; experienced in acquisition, development, and management of mixed‑use properties. Age 52 (as listed in 2024 proxy); independent Trustee at CubeSmart since 2022; serves on Audit and Corporate Governance & Nominating Committees, bringing urban real estate development expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jair Lynch Real Estate Partners | Founder & CEO | Not disclosed | Mixed‑use development; acquisitions and asset management focus |
| Storage/real estate sector (general) | Not disclosed | Not disclosed | Skills applied to CubeSmart’s portfolio oversight |
External Roles
| Organization | Role/Capacity | Tenure | Notes |
|---|---|---|---|
| United States Olympic Committee | Board/Committee member | Not disclosed | Governance role |
| Initiative for a Competitive Inner City | Board/Committee member | Not disclosed | Urban economic development |
| The Developer Roundtable | Member | Not disclosed | Industry network |
| Sidwell Friends School | Board/Committee member | Not disclosed | Education governance |
| Federal City Council | Member | Not disclosed | Civic engagement |
Board Governance
- Independence: Board affirmatively determined Lynch is independent under NYSE rules .
- Committees: Audit (member); Corporate Governance & Nominating (member). Audit met 5 times in 2024; Governance & Nominating met 3 times .
- Board meetings: 7 in 2024; each Trustee attended at least 75% of Board and committee meetings; all Trustees attended the 2023 annual meeting; independent Chair in place since May 2022 and regular executive sessions without management .
- Committee chair roles: None for Lynch (Audit Chair: Remondi; Governance Chair: Bussani) .
| Committee | Role | Meetings (2024) | Notes |
|---|---|---|---|
| Audit | Member | 5 | SEC-defined “financial expert” status for select members (Remondi, Chin, Fain, Rogatz); Lynch serves alongside them |
| Corporate Governance & Nominating | Member | 3 | Oversees governance policies, sustainability oversight, board evaluation |
| Compensation | Not a member | 5 | Composition excludes Lynch; independent consultant retained by committee |
Fixed Compensation
- Cash retainer structure (independent Trustees): Base $80,000; Audit Committee member $12,000; Governance & Nominating member $7,750; Chair supplements higher (not applicable to Lynch) .
- Trustee Deferred Compensation Plan allows deferral of cash retainers into deemed investment accounts .
| Component ($) | 2023 | 2024 |
|---|---|---|
| Base Cash Retainer (schedule) | $80,000 | $80,000 |
| Audit Committee – Member (schedule) | $12,000 | $12,000 |
| Governance & Nominating – Member (schedule) | $7,750 | $7,750 |
| Fees Earned or Paid in Cash (actual) | $83,625 | $99,750 |
| All Other Compensation (primarily dividends on unvested RS) | $4,540 | $5,542 |
| Total Trustee Compensation (cash + equity fair value) | $205,886 | $228,229 |
Performance Compensation
- Annual equity grant (independent Trustees): time‑based restricted shares; vest on earlier of first anniversary or next annual meeting. Lynch received grants in 2023 and 2024 under this program .
- Clawback: All awards under the Equity Incentive Plan are subject to the company’s Dodd‑Frank compliant Clawback Policy .
| Equity Award Detail | 2023 | 2024 |
|---|---|---|
| Grant Date | May 16, 2023 | May 21, 2024 |
| Instrument | Restricted Shares | Restricted Shares |
| Shares Granted | 2,601 | 2,832 |
| Grant‑date Fair Value | $117,721 | $122,937 |
| Vesting | Earlier of 1‑yr anniversary or 2024 annual meeting | Earlier of 1‑yr anniversary or 2025 annual meeting |
Other Directorships & Interlocks
- Public company boards: None disclosed for Lynch; other Trustees hold/held public company roles (e.g., STAG Industrial for other directors), but not Lynch .
- Compensation Committee interlocks: Company disclosed no interlocks or insider participation for committee members; Lynch is not on the Compensation Committee .
- Related party transactions: Company reported no related person transactions in 2023; governance policy requires disinterested Trustee approval for any such transactions .
Expertise & Qualifications
- Mixed‑use real estate development leader with urban market focus; acquisition and asset management skills; civic and nonprofit governance experience .
- Committee contributions: Governance oversight (board evaluation, sustainability), and Audit participation (financial reporting and cyber risk oversight) .
Equity Ownership
- Beneficial ownership increased year‑over‑year; hedging and pledging of company stock prohibited for Trustees; Board‑level ownership guideline requires 5x annual base cash retainer within five years of appointment; Board reports compliance for Trustees with requisite tenure .
| Ownership Metric | 2024 | 2025 |
|---|---|---|
| Common Shares Beneficially Owned | 4,633 | 7,465 |
| Unvested Restricted Shares (Trustee grant outstanding as of 12/31) | 2,601 (granted 2023; vest by 2024 meeting) | 2,832 (granted 2024; vest by 2025 meeting) |
| Shares Outstanding (reference) | 226,001,970 | 228,933,157 |
| Ownership % of Outstanding | ~0.0020% (4,633/226,001,970) | ~0.0033% (7,465/228,933,157) |
| Hedging/Pledging Status | Prohibited for Trustees | Prohibited for Trustees |
| Trustee Ownership Guideline | 5x base retainer in 5 years | 5x base retainer in 5 years; compliance for Trustees with requisite tenure |
Governance Assessment
- Alignment and independence: Lynch is independent; compensation is standard for REIT directors (cash retainer plus modest time‑based equity), with deferral and clawback structures that align incentives and reinforce accountability .
- Engagement: Committee service on Audit and Governance indicates active oversight; Board met 7 times in 2024 and all Trustees met attendance thresholds; executive sessions under independent Chair strengthen oversight .
- Ownership/Skin‑in‑the‑game: Direct share ownership plus unvested RS support alignment; hedging/pledging prohibitions and ownership guidelines further protect interests .
- Conflicts and related‑party exposure: No related person transactions disclosed; Governance & Nominating Committee reviews any such matters under formal procedures—low observable conflict risk .
- Investor confidence signals: Strong say‑on‑pay support (94% in 2024; three‑year average 93%) and consistent trustee pay framework with no expected changes at 2025 meeting .
RED FLAGS
- None disclosed specific to Lynch: no reported attendance shortfalls, no related‑party transactions, no hedging/pledging, and no compensation anomalies; the only delinquent Section 16(a) filing noted in proxy pertained to a different executive (CEO), not Lynch .