Jeffrey P. Foster
About Jeffrey P. Foster
Jeffrey P. Foster is Chief Legal Officer and Secretary at CubeSmart, serving since 2009 after roles as SVP, Real Estate Transactions and Associate General Counsel at Gramercy Property Trust (2003–2009) and associate at Morgan, Lewis & Bockius LLP (1999–2003). He was age 53 as of the 2023 proxy and has over two decades of REIT and self‑storage experience . Company performance metrics relevant to pay‑for‑performance include 2022–2020 cumulative TSR of $143.66/$194.96/$111.67 (from a $100 initial investment), net income of $292.5M/$230.8M/$167.6M, and FFO per share (as adjusted) of $2.53/$2.11/$1.72, with highlights such as 2022 FFO growth of 19.9% and 2023 FFO per share growth of 5.9% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gramercy Property Trust | SVP, Real Estate Transactions & Associate General Counsel | 2003–2009 | Led real estate transaction legal work; public REIT experience |
| Morgan, Lewis & Bockius LLP | Associate | 1999–2003 | Real estate legal practice; foundational legal training |
External Roles
No external public company directorships or committee roles disclosed in the proxies.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $440,000 | $484,000 | $540,000 |
| Target Annual Incentive (% of Salary) | 90% | 100% | 100% |
| Actual Annual Incentive Paid ($) | $661,320 | $491,260 | $601,452 |
| Long‑Term Incentive Target ($) | $550,000 | $650,000 | $800,000 |
Performance Compensation
Annual Incentive – Structure and 2024 Outcome
- 2024 annual incentive weightings: 70% financial performance, 20% strategic/external growth, 10% individual goals; payout scale Threshold 50%, Target 100%, Maximum 200% .
- Foster’s 2024 annual incentive target: 100% of salary; actual payout was 111% of salary ($601,452). Individual goals paid at 100% for Foster in 2024 .
| Metric | Target | Actual | Payout (% of Salary) |
|---|---|---|---|
| Annual Incentive (2024) | 100% of salary | $601,452 | 111% |
Note: In 2023, despite acquisitions below threshold, the Compensation Committee exercised discretion to award that component at Target due to market conditions—a governance signal to monitor for future discretion .
Long‑Term Incentive Grants – 2024 Awards (Granted 1/1/2024)
| Instrument | Grant Date | Quantity | Grant‑date Fair Value ($) | Valuation Method | Vesting |
|---|---|---|---|---|---|
| Restricted Shares | 1/1/2024 | 5,753 | $266,652 | Market at $46.35/share | 1/3 annually over 3 years (service-based) |
| Performance Share Units (Relative TSR) | 1/1/2024 | 4,097 (target) | $266,674 | Monte Carlo ($65.09/unit) | Earn based on 3‑yr TSR; vest Jan 1 after period ends (12/31/2026) |
| Stock Options | 1/1/2024 | 28,674 | $266,668 | Black‑Scholes ($9.30/option) | 1/3 annually over 3 years; 10‑yr term |
| Option Grant | Options (#) | Exercise Price ($) | Expiration | Vesting |
|---|---|---|---|---|
| 1/1/2024 | 28,674 | 46.35 | 12/31/2033 | 1/3 annually over 3 years |
PSU Performance Realization
| PSU Cycle | Target Units | Achieved Units | Performance Multiplier | Dividend Equivalents (Shares) |
|---|---|---|---|---|
| 2022–2024 (measured to 12/31/2024) | 2,203 | 2,958 | 134.2% | 376 |
Equity Ownership & Alignment
Beneficial Ownership
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Common Shares | 169,112 | 182,460 | 192,990 |
| Options Currently Exercisable or within 60 days | 185,278 | 198,177 | 216,059 |
| Percent of Class | <1% | <1% | <1% |
| Shares Outstanding Basis | 225,522,997 | 226,001,970 | 228,933,157 |
- Stock Ownership Guidelines: CLO is required to hold common shares equal to 3x salary; in February 2023, NEOs with requisite tenure met or exceeded guidelines. Unvested RS/PSUs and unexercised options do not count toward the guideline .
2024 Realizations
| Metric | 2024 |
|---|---|
| Shares Acquired on Vesting (#) | 12,084 |
| Value Realized on Vesting ($) | $560,093 |
| Shares Acquired on Exercise (#) | 7,739 |
| Value Realized on Exercise ($) | $172,609 |
Deferred Compensation Elections
- Foster participates in the Deferred Compensation Plan; 2024/2023/2022 company contributions reported in Summary Compensation Table were $86,410/$198,275/$249,074 . Aggregate balances at 12/31/2023: Salary/Bonus $1,722,973 and Equity Awards $2,887,930 (reflecting prior deferrals and earnings) .
Employment Terms
Severance Plan – Key Terms for Non‑PEO NEOs
- Involuntary termination not in connection with a change in control: 1.5x (salary + average annual incentive over up to two years, or if greater, target incentive for year of termination) paid over 18 months; pro‑rata annual incentive based on actual performance; continued benefits for 24 months with tax reimbursement for benefit payment; continued vesting of time‑based awards; pro‑rata vesting of performance awards .
- Death or disability: pro‑rata annual incentive based on actual performance and full acceleration of time‑based and performance‑based awards (performance at target if during change‑in‑control period per prior proxy terms) .
- Change in control excise tax treatment: 280G cutback to avoid 4999 excise taxes; no excise tax gross‑ups .
Estimated Payouts (as of 12/31/2024 assumptions for Foster)
| Scenario | Estimated Value ($) |
|---|---|
| Termination between 3 months prior to, and 2 years after, a Change in Control | $4,181,051 |
| Termination outside the CIC window | $3,373,353 |
| Death or Disability | $1,752,880 |
| Change in Control (no termination) | $1,109,890 |
- Non‑compete/restrictive covenants: receipt of severance benefits is conditioned on execution of a release and compliance with non‑competition and other post‑employment covenants .
- Clawback Policy: Adopted December 1, 2023; recovery of incentive compensation paid/earned in prior three completed fiscal years upon restatement due to material noncompliance, regardless of fault; incorporated into incentive plans .
Compensation Structure Analysis
- Mix and risk: For Foster, annual incentive target held steady at 100% of salary through 2022–2024; LTI target increased from $550k (2022) to $800k (2024), with 2024 grants split across RS, PSUs (relative TSR), and options—each roughly one‑third by grant‑date fair value .
- Discretionary adjustments: In 2023, the acquisitions metric was adjusted to Target despite below‑threshold outcomes, citing market discipline—monitor for future use of discretion in pay outcomes .
- Peer group and consultant: 2024 peer group centered on diversified REITs and storage; 2025 peer group revised (adds Americold, National Storage Affiliates, Public Storage; removes Apple Hospitality REIT, Brandywine, SBA, VICI). Compensation consultant changed from FW Cook to Ferguson Partners in 2024/2025 cycle .
Say‑on‑Pay & Shareholder Feedback
- Advisory vote support: 94% support in 2024; 3‑year average ~93% support, indicating strong shareholder endorsement of pay program . 94% support cited in setting 2023 program structure as well .
Equity Ownership & Pledging
- No pledging disclosures are noted in the retrieved proxy sections. Share ownership guidelines apply and were met for NEOs with requisite tenure .
Investment Implications
- Alignment: Foster’s holdings and guideline compliance, plus incentive‑heavy pay mix, support alignment with shareholder outcomes; PSUs tied to relative TSR strengthen this linkage .
- Retention risk: Severance protections (1.5x salary+bonus; pro‑rata incentives; continued/accelerated vesting) reduce near‑term retention risk; estimated severance outside CIC of $3.37M and inside CIC of $4.18M indicate meaningful protection .
- Trading signals: Scheduled vesting of 2024 RS/Options over 2025–2027 and PSU settlement after 12/31/2026 could create periodic selling windows; 2024 value realized on vesting ($560k) and exercises ($173k) shows monetization activity to monitor in Form 4 filings .
- Governance: Strong say‑on‑pay support and adoption of a robust clawback/no gross‑up policy are positive. That said, 2023 discretionary adjustment on acquisitions to Target suggests the committee may flex metrics in tough markets—watch for repeated discretion that could dilute pay‑for‑performance .
Key data points to track prospectively: (1) Form 4 insider transactions around vest dates and PSU settlements; (2) peer group changes and LTI instrument mix trends; (3) any repeated discretionary adjustments to annual metrics; (4) maintenance of ownership guideline compliance as salary/LTI targets rise.
Appendix: Selected 2024 “All Other Compensation” Breakdown (for context)
- Company 401(k) match: $44,478; Vehicle usage/allowance: $20,565; Dividends on unvested RS: $21,245; Long‑term disability insurance: $765 .