Matthew D. DeNarie
About Matthew D. DeNarie
Matthew D. DeNarie is Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) at CubeSmart, appointed March 15, 2023 at age 39, after serving as VP of Accounting & Controller (2018–2023), earlier financial reporting roles at CubeSmart (2013–2018), Financial Reporting Manager at Morgan Properties (2009–2013), and audit staff in PwC’s Philadelphia real estate practice (2005–2009) . He has signed CubeSmart’s 10-K and 10-Qs as Principal Accounting Officer through 2024–2025, evidencing continuity in the role . Company performance metrics that drive management pay include FFO per share (as adjusted) and relative TSR; in 2024 FFO per share (as adjusted) was $2.63 (2023: $2.68; 2022: $2.53), and cumulative TSR tracking in the pay-versus-performance table shows ongoing alignment with REIT peers used for benchmarking .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CubeSmart | SVP & Chief Accounting Officer (Principal Accounting Officer) | 2023–present | Company’s principal accounting officer; signatory on 10-K/10-Q; oversight of external reporting processes |
| CubeSmart | VP of Accounting & Controller | 2018–2023 | Led controllership and financial reporting functions during growth in platform scale |
| CubeSmart | Financial reporting roles | 2013–2018 | Progressively responsible roles in SEC reporting and accounting |
| Morgan Properties | Financial Reporting Manager | 2009–2013 | Managed reporting at a large private real estate owner/operator |
| PwC (Philadelphia real estate practice) | Audit staff | 2005–2009 | Audited real estate clients; foundational technical accounting experience |
External Roles
No public company directorships or external board/committee roles were disclosed in CubeSmart’s 8-K appointment or the latest proxy .
Fixed Compensation
- Individually itemized base salary and bonus targets for the Chief Accounting Officer were not separately disclosed; upon appointment, DeNarie continued in the management incentive compensation program and standard executive benefits commensurate with Senior Vice President level .
- CubeSmart’s NEO compensation framework (which informs officer programs) comprises salary, annual incentive, and long-term equity (RSUs, performance units, and stock options), with periodic market benchmarking by independent consultants (FW Cook through early 2024; Ferguson Partners thereafter) .
Performance Compensation
- 2024 annual incentive design (applies to NEOs and informs the executive program DeNarie participates in): Threshold 50%, Target 100%, Maximum 200% of target bonus; weighting: 70% financial, 20% strategic/external growth, 10% individual goals .
- “Most important financial performance measures” linking compensation to results in 2024: FFO per share (as adjusted), same-store revenue growth, same-store expense growth, and relative TSR vs peers .
| Metric | Weight | Targeting/Payout construct | Actual/payout notes (program-level) |
|---|---|---|---|
| FFO per share (as adjusted) | Part of 70% financial | Objective financial outcome vs targets | Listed among top drivers of “compensation actually paid” |
| Same-store revenue growth | Part of 70% financial | Objective financial outcome vs targets | Core driver of storage REIT operating performance |
| Same-store expense growth | Part of 70% financial | Objective financial outcome vs targets | Expense control part of operating leverage |
| Strategic goals & external growth | 20% | Board-set annual strategic objectives | Included in program design |
| Individual goals | 10% | Goal attainment measured (e.g., systems, risk, talent) | Program notes detail categories; payouts vary by executive |
Long-term incentives (each ~1/3 of value):
- Performance Units: 3-year cliff, vest based on relative TSR vs REIT peer set; payout 0–200% with fixed 200% at ≥75th percentile; dividend equivalents paid on final shares .
- Restricted Shares: 3-year ratable vesting with dividends prior to vest; aligns with REIT dividend-centric TSR .
- Stock Options: 10-year term, 3-year ratable vesting, strike at grant date close (typically January 1) .
Notably, the 2022 PSU cycle paid at 134.2% of target based on 59th percentile relative TSR over the 2022–2024 period .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Common shares directly owned | 13,643 (as of initial Form 3 on Mar 15, 2023) |
| Stock options (fully vested) | 5,774 @ $28.69 exp. 12/31/2028; 7,143 @ $30.59 exp. 5/29/2028; 11,840 @ $31.48 exp. 12/31/2029 |
| Stock options (time-vested tranches) | 10,870 @ $33.61 exp. 12/31/2030 (3 equal tranches vested Jan 1, 2022–2024); 6,606 @ $56.91 exp. 12/31/2031 (3 equal tranches vested Jan 1, 2023–2025); 10,549 @ $40.25 exp. 12/31/2032 (3 equal tranches vest Jan 1, 2024–2026) |
| Anti-hedging/pledging | Hedging and pledging of Company securities prohibited for officers and Trustees |
| Ownership guidelines | Officers must achieve ownership within 5 years; guideline multiples: CEO 5x salary; other NEOs 3x; EVPs 2.25x; SVPs 1.75x; other officers 0.75x; progress reviewed annually for NEOs |
| Recent price context (for option moneyness) | $42.85 closing price on 12/31/2024 (proxy valuation date); implies $56.91 strikes are out-of-the-money; $40.25 strikes modestly in-the-money around that date |
Notes:
- Only initial Form 3 holdings were located in the indexed filings; no subsequent Form 4 transactions surfaced in the document search used here (not necessarily exhaustive of all Section 16 filings) .
Employment Terms
- Executive Severance Plan (effective Nov 1, 2023) covers “Eligible Employees” (certain senior executive employees) with defined “Qualifying Termination” (involuntary without Cause or resignation for Good Reason) and change-in-control protections .
- Severance multiples and periods: Tier I = 3.0x; Tier II = 2.5x; Tier III = 2.0x applied to Base Salary + Average Earned Annual Cash Incentive; severance paid over a Severance Period of 2.0 years (Tier I) or 1.5 years (Tier II/III) outside the CIC protection window, subject to 409A rules .
- Pro-rata annual cash incentive: paid (lump sum) based on actual performance (or target during CIC protection), prorated for service in year of termination .
- Health and welfare benefits: cash lump sum equal to 24 months of benefit costs plus a tax gross-up to yield a net after-tax equivalent; vehicle allowance continues for 24 months if termination occurs during CIC protection period .
- Equity on termination: time-based equity continues vesting post-termination (non-CIC); performance awards vest based on actual results, prorated for service (non-CIC). On death/disability, time-based equity accelerates; performance awards vest at target .
- Equity on change in control: time-based equity accelerates immediately prior to a CIC; performance awards vest at the greater of target or actual .
- Release and restrictive covenants: severance conditioned on executing a general release and a Restrictive Covenant Agreement; ongoing compliance is required .
- Clawback: Dodd-Frank compliant policy recovers incentive compensation tied to financial results for the 3 prior fiscal years in event of a required restatement, regardless of executive fault (limited exceptions) .
- 280G cutback: Parachute payments reduced to avoid excise taxes under Section 4999 if that yields a better net after-tax outcome; no excise tax gross-up .
Compensation Structure Analysis
- Mix and risk: Equity remains a substantial component (RSUs, PSUs, options), with PSUs tied to relative TSR over 3 years, reinforcing long-term alignment; options add upside leverage but are out-of-the-money for higher-strike grants as of 12/31/2024 price context .
- Metric rigor: Financial weighting at 70% (including FFO per share as adjusted and same-store KPIs) plus relative TSR in PSUs suggests pay outcomes remain sensitive to operating performance and shareholder returns .
- Governance safeguards: Prohibitions on hedging/pledging, robust clawback, defined CIC treatment (but note single-trigger acceleration of time-based equity at CIC), and 280G cutback mitigate shareholder risk albeit with some acceleration features investors often scrutinize .
Say-on-Pay & Peer Group
- Say-on-pay support: 94% approval in 2024; three-year average 93% .
- 2024 compensation peer group (examples): Extra Space Storage, Mid-America Apartment Communities, Sun Communities, UDR, Camden, Federal Realty, among others; committee generally targets median positioning with discretion based on role/tenure/performance .
Investment Implications
- Alignment and retention: DeNarie is subject to anti-hedging/pledging and ownership guidelines (1.75x salary for SVP level) with five-year attainment horizon, supporting alignment; severance plan requires release and restrictive covenants, mitigating certain retention risks .
- Selling pressure: Based on 12/31/2024 close ($42.85), options with $56.91 strikes are out-of-the-money while $40.25 strikes are modestly in-the-money, implying limited forced exercise-driven selling near those levels; absence (in this search) of Form 4 sales reduces near-term insider selling signals, though this source set may be incomplete .
- CIC economics: Single-trigger acceleration of time-based equity at CIC and double-trigger cash severance (up to 2.0–3.0x depending on tier) represent standard REIT market features; 280G cutback and clawback reduce shareholder exposure to extreme outcomes .