Jennifer L. Schulte
About Jennifer L. Schulte
Chief Human Resources Officer of CubeSmart since September 2020; age 52 as disclosed in the 2024 proxy, with prior HR leadership at Lavazza Group and Mars, and earlier finance roles at Bank of America, Sprint, and Cigna . In 2024 her annual incentive paid at 65% of salary ($248,459 on $380,000 salary), with individual goals scored at 175% of target for that component . Long-term equity uses a balanced mix of time-vested RSUs, relative TSR PSUs, and stock options (equal grant-date fair values in 2024), with recent PSU cycles paying above target (2021 cycle at 200% based on 86th percentile TSR; 2022 cycle at 134.2% based on 59th percentile TSR) . Company performance context: 2023 FFO per share (as adjusted) +5.9%, same-store NOI +4.2%, same-store revenue +3.5%, Net Debt/EBITDA 4.1x .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lavazza Group (Americas) | Vice President, Human Resources | — | Regional HR leadership prior to joining CubeSmart |
| Mars, Inc. | Various HR roles incl. Global VP HR, Mars Drinks | 2001–2018 | Global HR leadership in consumer products |
| Bank of America | Financial management roles | 1993–2001 | Finance/operations foundation |
| Sprint | Financial management roles | 1993–2001 | Finance/operations foundation |
| Cigna | Financial management roles | 1993–2001 | Finance/operations foundation |
External Roles
No public company directorships or external board roles disclosed for Ms. Schulte in the 2024–2025 proxies .
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | 337,000 | 380,000 | 380,000 |
| Target Bonus (% of Salary) | 55% | 55% | 70% |
| Long-Term Incentive Target ($) | 340,000 | 425,000 | 475,000 |
All Other Compensation Detail (illustrative latest year)
| Component (2024) | Amount ($) |
|---|---|
| Company 401(k) Match | 22,471 |
| Company Contributions to Deferred Comp Plan | 20,956 |
| Vehicle Usage/Allowance | 11,018 |
| Long-Term Disability Insurance | 765 |
Performance Compensation
Annual Incentive (Design and 2024 Outcome)
- Design: Threshold 50%, Target 100%, Max 200%; weightings – Financial 70%, Strategic/External Growth 20%, Individual 10% .
- 2024 Payout: Target bonus = $209,000 (55% of $380,000 salary); actual payout = $248,459 (65% of salary); individual goals component paid at 175% for Ms. Schulte .
| Component (2024) | Weight | Target | Actual | Payout Outcome |
|---|---|---|---|---|
| Financial results | 70% | 100% | — | — |
| Strategic goals / External growth | 20% | 100% | — | — |
| Individual goals | 10% | 100% | 175% | 175% of component |
| Total annual incentive | — | $209,000 | $248,459 | 65% of salary |
Long-Term Incentive Grants
| Grant Year | RSUs (#) | RSUs Grant-Date FV ($) | PSUs Target (#) | PSUs Grant-Date FV ($) | Options (#) | Option Strike ($) | Options Grant-Date FV ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 3,056 | 141,646 | 2,176 | 141,636 | 15,233 | 46.35 | 141,667 |
| 2023 | 2,816 | 113,344 | 1,903 | 113,362 | 14,346 | 40.25 | 113,333 |
Notes: RSUs and options vest in one-third installments on each of the first three anniversaries of grant, subject to continued employment; PSUs vest on January 1 following the performance period, subject to results and service .
PSU Results (Relative TSR)
| PSU Cycle (Grant) | Target (#) | Actual Earned (#) | TSR Percentile | Payout as % of Target |
|---|---|---|---|---|
| 2021 | 1,529 | 3,058 | 86th percentile | 200% |
| 2022 | 961 | 1,291 | 59th percentile | 134.2% |
Equity Ownership & Alignment
Beneficial Ownership (as of March 21, 2025)
| Item | Value |
|---|---|
| Common Shares | 14,353 |
| Options exercisable or within 60 days | 23,702 |
| Phantom shares in deferred comp (not included above) | 926 |
| Percent of Class | <1% |
- Hedging and pledging of Company securities are prohibited for NEOs (risk alignment) .
- Officer ownership guidelines require 3x salary for NEOs; Board reviews annually; NEOs with requisite service met or exceeded targets in Feb 2024 .
Outstanding Equity Awards (as of December 31, 2023)
- Vesting conventions: RSUs and options vest ratably over 3 years; PSUs vest after the performance period with performance adjustment .
| Grant (Schulte) | RSUs Unvested (#) | RSUs MV ($) | PSUs Unvested/Unearned (#) | PSUs MV ($) | Options Exercisable (#) | Options Unexercisable (#) | Strike ($) | Expiration |
|---|---|---|---|---|---|---|---|---|
| 1/1/2023 | 2,816 | 130,522 | 3,806 | 176,408 | — | 14,346 | 40.25 | 12/31/2032 |
| 1/1/2022 | 937 | 43,430 | 1,922 | 89,085 | 3,020 | 6,040 | 56.91 | 12/31/2031 |
| 1/1/2021 | 727 | 33,696 | 3,058 (actual achieved) | 141,738 | 10,628 | 5,314 | 33.61 | 12/31/2030 |
Vested/Exercised (2023)
| Item (2023) | Quantity | Value Realized ($) |
|---|---|---|
| Shares vested | 1,984 | 80,045 |
| Options exercised | — | — |
Employment Terms
- Severance Plan (non–change-in-control): upon termination without cause or for good reason (outside the change-in-control protection window), NEOs receive 1.5x (salary + average or target annual incentive) paid over 18 months, 24 months of health/welfare benefits paid as a lump sum plus tax reimbursement on that benefit payment, pro‑rata annual incentive for the year of termination based on actual performance, continued vesting of time‑based equity, and pro‑rata PSUs based on actual performance and service during the performance period; release and restrictive covenants required .
- Change-in-control: plan references a “Change in Control Protection Period,” with different treatment; specific terms beyond those above are not detailed in the retrieved excerpts .
- 280G treatment: payments reduced to avoid excise tax under 4999 if such reduction yields a better after-tax result; no excise tax gross‑ups .
- Retirement equity provisions: continued vesting after retirement requires age 60+ and 10 years of service (NEOs must give 6 months’ notice and agree to a 24‑month restrictive covenant); as of 12/31/2024, only the CEO qualified .
- Clawback policy: Dodd‑Frank compliant clawback covering incentive pay from the 3 completed fiscal years before a required restatement, regardless of fault .
- Hedging/pledging: prohibited for NEOs and Trustees .
- Ownership guidelines: 3x salary for NEOs; Board determined NEOs with requisite service met or exceeded guidelines in Feb 2024 .
Compensation Structure Diagnostics
| Element | Observations |
|---|---|
| Cash vs equity mix | 2024 LTI awarded in three equal-valued components (RSUs/PSUs/options), supporting balanced at‑risk pay . |
| Metric rigor | 2024 annual incentive weights financial (70%), strategy/external growth (20%), and individual (10%); individual goal payout for Schulte was above target (175%) while total payout was 65% of salary . |
| Relative TSR PSUs | 2021 PSU cycle paid 200% at 86th percentile; 2022 cycle paid 134.2% at 59th percentile, indicating above‑median TSR in recent cycles . |
| Equity vesting | Time‑vested awards and options vest over three years; PSUs vest post‑performance period—creating multi‑year retention hooks . |
| Governance | Clawback in place; hedging/pledging prohibited; ownership guidelines (3x salary) with Board oversight—alignment mechanisms are strong . |
| Say‑on‑pay | 94% support in 2024; 3‑year average 93%—low shareholder opposition . |
| Peer/consultant | 2024 program benchmarked to 2023 peer group (median focus); 2025 consultant changed to Ferguson Partners; peer group updated to include relevant storage peers . |
Employment & Contract Economics Summary
- Cash severance multiple for NEOs (non‑CEO): 1.5x salary + bonus (average of up to prior 2 years or target if greater), payable over 18 months .
- Benefits continuation: 24 months cost paid in a lump sum plus tax reimbursement on that benefit payment .
- Equity upon termination (non‑CIC): continued vesting for time‑based awards; pro‑rata PSUs based on actual performance .
- 280G: cut‑back to avoid excise taxes; no gross‑up .
- Conditions: release and compliance with non‑compete and other restrictive covenants required .
Equity Ownership Policy and Compliance
- Officer ownership guideline: 3x salary for NEOs; excludes unvested RSUs/PSUs and unexercised options from compliance calculation .
- Board review: in Feb 2024, NEOs with requisite service met or exceeded their guidelines .
- Hedging/pledging: prohibited .
Say‑on‑Pay and Shareholder Feedback
- 2024 advisory vote support: 94%; three‑year average 93%; Compensation Committee made no structural changes to the 2024 program in light of strong support .
Investment Implications
- Pay-for-performance alignment appears solid: equal‑weighted RSUs/PSUs/options and TSR‑based PSUs that paid above target in recent cycles align rewards with shareholder returns .
- Selling pressure watchlist: multi‑year, ratable vesting of RSUs/options (including 2023 and 2024 grants) implies recurring vesting events; options struck at $40.25 (2023) and $46.35 (2024) add optionality, though exercises were nil in 2023 for Schulte .
- Retention risk moderated by unvested equity and severance: three‑year vesting and pro‑rata PSU treatment, plus 1.5x cash severance and 24‑month benefit lump sum (with tax reimbursement on the benefit payment), reduce near‑term flight risk .
- Governance risk low: no hedging/pledging, Dodd‑Frank clawback, 280G cut‑back (no gross‑ups), and ownership guidelines (3x salary) support alignment and risk control .
- Shareholder sentiment supportive: 94% say‑on‑pay in 2024 suggests limited external pressure to alter the program materially near term .