John F. Remondi
About John F. Remondi
Independent Trustee of CubeSmart since 2009; Audit Committee Chair and designated “audit committee financial expert.” Age 62 as disclosed in the 2024 proxy; prior CEO/CFO experience at large financial services firms (Navient/Sallie Mae) underpin board financial oversight credentials. The Board affirmed his independence under NYSE rules; trustees are subject to hedging/pledging prohibitions and ownership guidelines (5× base retainer) with compliance for those with requisite tenure .
Past Roles
| Organization | Role | Committees/Impact |
|---|---|---|
| Navient | President, Chief Executive Officer, Director | Led Fortune 100 financial services company; deep finance and risk oversight experience . |
| Sallie Mae (SLM) | President & CEO; Executive VP, Corporate Finance | Large-scale capital markets/finance expertise . |
| PAR Capital Management Group | Portfolio Manager | Investor perspective and capital markets insights . |
| New England Education Loan Marketing Corp.; BayBank Boston | Corporate finance roles | Credit and financial operations exposure . |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Reading Is Fundamental | Chairman, Board of Directors | Non-profit board leadership . |
| Nellie Mae Education Foundation | Board Member | Non-profit governance experience . |
Board Governance
- Committee assignments: Audit Committee Chair; member, Compensation Committee .
- Financial expert designation: Board determined Remondi (Chair) is an “audit committee financial expert” (SEC definition) .
- Independence: Board affirmed independence for eight of nine nominees, including Remondi .
- Attendance/engagement: Board held 7 meetings in 2024; each Trustee attended at least 75% of Board/committee meetings and attended the Annual Meeting .
- Audit Committee activity: 5 meetings in 2024; oversees financial reporting, internal controls, cybersecurity, and auditor independence; issued Audit Committee Report .
- Ownership alignment: Trustee share ownership guideline is 5× annual base cash retainer; trustees with requisite service are in compliance .
- Governance architecture: Independent Chair (Deborah R. Salzberg) since May 2022; executive sessions at each regular meeting .
- Related-party policy: Corporate Governance & Nominating Committee reviews related-party transactions; none entered during 2023 (latest explicit disclosure) .
Fixed Compensation
- Program design (Independent Trustees): $80,000 annual base cash retainer; supplemental fees—Board Chair $70,000, Audit Chair $30,000, Audit Member $12,000, Compensation Chair $30,000, Compensation Member $10,000, Corporate Governance & Nominating Chair $15,000, Member $7,750. Trustees may elect cash in restricted shares .
| Year | Cash Fees (Total) | Structure Notes |
|---|---|---|
| 2023 | $110,000 | Base retainer plus Audit Chair ($30,000) and Compensation Member ($10,000) consistent with schedule . |
| 2024 | $120,000 | Base retainer plus Audit Chair and Compensation Member fees . |
Performance Compensation
Directors receive time-based restricted shares (not performance-conditioned). Grants vest on the earlier of the first anniversary of grant or the next Annual Meeting; dividends on unvested restricted shares are paid in cash .
| Metric | 2023 | 2024 |
|---|---|---|
| Grant date | May 16, 2023 | May 21, 2024 |
| Restricted shares (#) | 2,601 | 2,832 |
| Grant-date fair value | $117,721 | $122,937 |
| Vesting schedule | Earlier of 1 year or 2024 Annual Meeting | Earlier of 1 year or 2025 Annual Meeting |
| Dividends on unvested shares (reported as all other comp) | $4,540 | $5,542 |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Committee roles |
|---|---|---|---|
| CubeSmart (CUBE) | Public REIT | Independent Trustee | Audit Chair; Compensation Member . |
| Reading Is Fundamental | Non-profit | Chair, Board | — . |
| Nellie Mae Education Foundation | Non-profit | Board Member | — . |
No current public-company directorships beyond CubeSmart disclosed in the proxy; prior corporate roles listed above do not indicate current public board interlocks .
Expertise & Qualifications
- Financial leadership (CEO/CFO) at Fortune 100 financial services firms; capital markets and corporate finance depth .
- Designated audit committee financial expert; chairs pre-approval policies for audit/tax services and auditor independence oversight .
- Investor perspective from prior portfolio manager role .
- Non-profit board governance experience .
Equity Ownership
| As-of Date | Common Shares Beneficially Owned | Options Exercisable ≤60 days | Percent of Class |
|---|---|---|---|
| March 21, 2024 | 68,137 | 0 (not disclosed) | <1% (*) . |
| March 21, 2025 | 70,969 | 0 (not disclosed) | <1% (*) . |
(*) Less than one percent (1%), per table footnote convention .
Policies: Trustees are prohibited from hedging or pledging Company securities . Trustee ownership guideline: 5× base cash retainer; trustees with requisite tenure are in compliance .
Governance Assessment
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Strengths
- Audit Committee leadership: As Chair and SEC-defined financial expert, Remondi anchors financial reporting, controls, and auditor oversight; committee met 5× in 2024 and issued its report with explicit independence review of KPMG .
- Independence and oversight culture: Board affirmed his independence; independent Chair structure with executive sessions supports unbiased oversight .
- Shareholder alignment: Director equity is granted annually and vests at the next Annual Meeting; trustee ownership guidelines (5× retainer) with compliance; hedging/pledging prohibited .
- Shareholder support signal: Say-on-pay advisory vote achieved 94% approval in 2024; three-year average 93%—indicative of investor confidence in compensation governance .
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Risks/Watch items
- Discretion in compensation governance: The Compensation Committee (of which Remondi is a member) exercised discretion to award a performance component at Target despite the metric falling below threshold in 2023 (investments in acquisitions), citing market conditions; this is disclosed as the first such adjustment—highlighting judgment usage to monitor going forward .
- Related-party transactions: None disclosed for 2023; continue monitoring for updates in future filings .
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Director compensation mix stability: No expected changes to trustee cash or equity compensation at the 2025 Annual Meeting, supporting predictability of non-executive director pay .
Overall, Remondi’s audit chairmanship, financial expertise, independence, attendance, and ownership alignment are positives for board effectiveness. The Compensation Committee’s documented use of discretion in 2023 is a minor governance watch item but well-rationalized in context; continued disclosure and consistency will be key to sustaining investor confidence .