John W. Fain
About John W. Fain
Independent trustee of CubeSmart since 2012, age 70, with executive experience in transportation and logistics and prior practice in real estate law. The Board deems him independent under NYSE rules and has designated him an “audit committee financial expert,” reflecting deep financial oversight capability. His background includes senior roles at Overnite Transportation (now UPS Freight) and legal experience at McGuire Woods, with additional nonprofit and banking board service .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Overnite Transportation Company (UPS Freight) | Various executive roles | Not disclosed | Transportation/logistics leadership |
| McGuire Woods | Associate, real estate law | Not disclosed | Real estate law experience |
| Virginia Business Bank | Director | Not disclosed | Audit & Compensation Committees (director and member) |
External Roles
| Organization | Role | Type |
|---|---|---|
| Virginia Trucking Association | Board member | Industry association |
| Greater Richmond YMCA | Board member; Chairman Emeritus | Non-profit |
Board Governance
- Independence: Independent trustee (one of eight of nine) .
- Committees: Audit Committee (member; designated “audit committee financial expert”); Corporate Governance & Nominating Committee (member) .
- Board leadership: Independent Chair (Deborah R. Salzberg) since May 2022; independent executive sessions held at each regular meeting .
- Meetings/attendance: Board met 7 times in 2024; each trustee attended ≥75% of Board and committee meetings; all trustees attended the 2024 annual meeting .
- Board self-evaluation: 2024 evaluation led by Paul Hastings LLP via questionnaires/interviews/facilitated discussions .
- Share ownership guidelines: Trustees must hold ≥5× annual base cash retainer within 5 years; all trustees with requisite service are in compliance .
- Related-party policy and 2023 activity: No related-party transactions disclosed for 2023; Corporate Governance & Nominating Committee oversees review procedures .
| Committee (2024) | Role | Meetings (2024) | Notes |
|---|---|---|---|
| Audit | Member; Audit Committee Financial Expert | 5 | Oversees financial reporting, ICFR, auditor independence, cybersecurity |
| Corporate Governance & Nominating | Member | 3 | Oversees governance, ESG oversight, related-party reviews, board composition |
Fixed Compensation
- Structure (2024 program): Base annual cash retainer $80,000; supplemental retainers—Audit member $12,000; Corporate Governance & Nominating member $7,750; Board/committee chairs higher but not applicable to Fain .
- Cash actually paid:
- 2024: $99,750 fees (consistent with $80,000 base + $12,000 Audit member + $7,750 CG&N member) .
- 2023: $88,625 fees (lower due to prior election to receive a portion of cash as restricted shares in 2022) .
| Year | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2023 | 88,625 | 4,938 (dividends on unvested RS) | Portion of 2023 cash elected into 2022 RS per plan |
| 2024 | 99,750 | 5,542 (dividends on unvested RS) | Aligns with member fee schedule |
Performance Compensation
Directors receive annual time-based restricted share (RS) grants (no performance metrics). Grants vest on the earlier of one year or the next annual meeting; dividends are paid on unvested RS. Directors may elect to defer cash into shares under the Trustee Deferred Compensation Plan .
| Year | Grant Date | Award Type | Shares Granted | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 2023 | 2023-05-16 | Time-based RS | 2,601 | 117,721 | Earlier of 1st anniversary or 2024 annual meeting |
| 2024 | 2024-05-21 | Time-based RS | 2,832 | 122,937 | Earlier of 1st anniversary or 2025 annual meeting |
Director Compensation Summary
| Year | Fees Earned or Paid in Cash ($) | Equity Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 88,625 | 117,721 | 4,938 | 211,284 |
| 2024 | 99,750 | 122,937 | 5,542 | 228,229 |
Other Directorships & Interlocks
| Company/Organization | Role | Committee Roles |
|---|---|---|
| Virginia Business Bank | Director | Audit & Compensation Committees |
- Compensation Committee interlocks: None among committee members; Fain is not on the Compensation Committee .
Expertise & Qualifications
- Audit committee financial expert as defined by SEC rules .
- Transportation/logistics executive experience; real estate legal background .
- Governance exposure through CG&N committee service; industry association and nonprofit board leadership .
Equity Ownership
- Beneficial ownership (common shares):
- 3/22/2024: 39,046 shares; <1% .
- 3/21/2025: 41,878 shares; <1% .
- Pledging/hedging: Company prohibits hedging and pledging by trustees; no pledging disclosed .
- Ownership guidelines: Trustees required to hold ≥5× base retainer; board reports compliance among trustees with requisite service .
| As-Of Date | Common Shares Beneficially Owned | Percent of Class |
|---|---|---|
| 2024-03-22 | 39,046 | <1% |
| 2025-03-21 | 41,878 | <1% |
Governance Assessment
-
Strengths
- Independent trustee with dual governance roles (Audit; CG&N) and designated audit committee financial expert—supports board oversight of financial reporting and governance .
- Consistent engagement: met attendance threshold; board conducts independent executive sessions; independent chair structure .
- Pay alignment: Mix of cash plus time-based equity; ability to defer; no unusual director pay practices disclosed .
- Alignment safeguards: Ownership guideline compliance; hedging/pledging prohibited; plan-level clawback covers equity awards .
-
Watch items / potential red flags
- None apparent specific to Fain: no related-party transactions disclosed; not on Compensation Committee; attendance threshold met .
- Equity awards are time-based, not performance-based (typical for REIT director programs), so incentive alignment relies on stock price/dividends and ownership guidelines rather than explicit director performance metrics .