Jeffrey F. Rogatz
About Jeffrey F. Rogatz
Independent Trustee of CubeSmart since 2011, with deep REIT finance and investment banking experience; age 63; BS in Systems Engineering (University of Virginia) and MBA (William & Mary). He serves as an Audit Committee member and a Compensation Committee member, and is designated an SEC “audit committee financial expert.” Tenure at CubeSmart began January 31, 2011; independence affirmed by the Board under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Robert W. Baird & Co. | Managing Director, Real Estate Investment Banking | 2011–present | Advises on REIT capital markets, M&A; specializes in office, industrial, healthcare real estate. |
| Brandywine Realty Trust | Chief Financial Officer | Not disclosed | Led finance at NYSE-listed REIT. |
| Legg Mason Wood Walker | Managing Director; Head of REIT practice | Not disclosed | Led REIT practice; capital markets expertise. |
| Ridgeway Capital LLC | Founder & President | Founded 2001 | Invested in office/industrial/retail assets; advisory services to REITs. |
| Palladian Realty Capital LLC | Managing Partner | Not disclosed | Advisory to public/private real estate companies. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| William & Mary Business School Foundation | Board Member (current or former) | Not disclosed | Governance/executive education alignment. |
| Opera Delaware | Board Member | Not disclosed | Community/non-profit governance. |
| Friends of Woodlawn Library, Inc. | Board Member | Not disclosed | Community/non-profit governance. |
| Autism Delaware | Board Member | Not disclosed | Non-profit governance. |
| National Association of Real Estate Investment Trusts (NAREIT); Urban Land Institute (ULI); International Council of Shopping Centers (ICSC) | Member | Not disclosed | Industry engagement and policy. |
Board Governance
- Independence: Board affirmatively determined Rogatz is independent under NYSE rules.
- Committee assignments: Audit Committee (member; designated audit committee financial expert); Compensation Committee (member).
- Meeting cadence and attendance: Board held 7 meetings in 2024; each Trustee attended at least 75% of Board and committee meetings; all Trustees attended the 2024 Annual Meeting. Audit Committee met 5 times; Compensation Committee met 5 times; Corporate Governance & Nominating met 3 times (Rogatz not a member).
- Independent Board leadership: Independent Chair (Deborah R. Salzberg) presides over executive sessions of independent Trustees each regular meeting.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual base cash retainer | $80,000 | Standard for independent Trustees. |
| Audit Committee member fee | $12,000 | Member supplemental retainer. |
| Compensation Committee member fee | $10,000 | Member supplemental retainer. |
| Cash fees earned (total) | $102,000 | Sum of base + member fees. |
| Dividends on unvested restricted shares | $5,542 | Paid on unvested RS until vesting. |
| Equity grant (time-based RS) | 2,832 shares; $122,937 grant-date FV | Granted May 21, 2024; vests earlier of first anniversary or 2025 Annual Meeting. |
| Total 2024 Trustee compensation | $230,479 | Cash + equity + dividends. |
Performance Compensation
- CubeSmart compensates Trustees with cash retainers and time-based restricted shares; no performance-based (PSU) or bonus metrics apply to Trustees.
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Conflict Assessment |
|---|---|---|---|
| CapLease, Inc. | Public REIT (prior) | Independent Director (prior) | Historical; no current interlock disclosed with CubeSmart. |
| Robert W. Baird & Co. | Investment bank | Managing Director | No related-party transactions disclosed by CubeSmart for 2024/as of proxy date; Board policy requires disinterested approval for any future related-party transactions. |
Expertise & Qualifications
- SEC “audit committee financial expert” designation (audit, accounting, internal controls).
- Prior CFO of NYSE-listed REIT; extensive REIT capital markets and advisory background.
- Education: BS Systems Engineering (UVA); MBA (William & Mary).
- Age: 63.
- Years of service on CubeSmart Board: since 2011 (≈14 years as of 2025).
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 51,114 | As of March 21, 2025. |
| Unvested restricted shares outstanding | 2,832 | Granted May 21, 2024; unvested at 12/31/2024. |
| Shares outstanding (reference) | 228,933,157 | As of March 21, 2025. |
| Ownership as % of outstanding | ≈0.022% | 51,114 / 228,933,157. |
| Hedging/pledging policy | Prohibited for Trustees | Enhances alignment; bans hedging and pledging Company securities. |
| Director ownership guidelines | 5× base cash retainer within 5 years; Board states all eligible Trustees are compliant | Promotes “skin-in-the-game.” |
Governance Assessment
- Board effectiveness: Dual committee service (Audit and Compensation) leverages Rogatz’s finance and compensation oversight experience; “financial expert” designation strengthens Audit oversight. Audit (5 meetings) and Compensation (5 meetings) frequencies signal steady engagement; attendance ≥75% across Trustees in 2024.
- Independence & alignment: Independent status under NYSE rules; meaningful equity grant ($122,937) and share ownership (51,114) align interests with shareholders; ownership guidelines (5× retainer) and prohibitions on hedging/pledging reinforce alignment.
- Compensation structure signals: Trustee pay is balanced between fixed cash ($102,000) and time-based equity (2,832 RS); no option awards, PSUs, or variable bonuses—reducing risk of short-termism for directors.
- Conflicts/related-party exposure: CubeSmart reports no related-person transactions in 2024/as of proxy; robust Board policy (disinterested approval required) mitigates future conflict risk. Rogatz’s employer (Baird) is a potential related-party vector, but no Baird-related transactions are disclosed.
- RED FLAGS: None disclosed for 2024 relating to related-party transactions, hedging/pledging, or attendance shortfalls. Compensation Committee interlocks/insider participation: none.
Implications for investor confidence: Rogatz’s audit-committee financial expertise, long REIT finance background, and independent status support robust oversight. The absence of related-party transactions and strong alignment policies (ownership guidelines; anti-hedging/pledging) reduce governance risk. Maintain monitoring for any future engagements between CubeSmart and Baird to ensure continued independence and compliance with related-party policies.