Piero Bussani
About Piero Bussani
Independent trustee of CubeSmart since 2010, currently Chair of the Corporate Governance & Nominating Committee and a member of the Compensation Committee. Background spans senior legal and risk leadership roles across real estate platforms (Homebound.com, Blackstone’s ReVantage, Digital Bridge, Invitation Homes, Extended Stay Hotels), with expertise in leasing, property management, customer retention, and risk mitigation; age 59 as disclosed in 2024 proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Homebound.com | Chief Legal Officer | Not disclosed | Executive legal leadership |
| Blackstone Group’s ReVantage Corporate Services | Chief Legal Officer & Global Head—Legal and Risk | Not disclosed | Risk oversight across real estate ops |
| Digital Bridge Holdings, LLC | Managing Director & Chief Legal Officer | Not disclosed | Legal leadership in digital infrastructure RE |
| Invitation Homes | Executive Vice President | Not disclosed | Operations/real estate leadership |
| Extended Stay Hotels | General Counsel & EVP Development | Not disclosed | Development governance |
| Arent Fox Kintner Plotkin & Kahn | Associate (litigation & real estate) | Not disclosed | Real estate law experience |
External Roles
| Organization | Role | Status |
|---|---|---|
| Public company boards | None disclosed | No current public company directorships listed for Bussani |
Board Governance
- Independence: Board determined Bussani is independent under NYSE standards .
- Board leadership: Independent Chair of the Board (Deborah Salzberg), executive sessions at each regular meeting .
- Committees and roles:
- Corporate Governance & Nominating Committee: Chair; meetings in 2024: 3 .
- Compensation Committee: Member; meetings in 2024: 5 .
- Audit Committee: Not listed as a member .
- Attendance: Board held seven meetings in 2023 and 2024; each trustee attended at least 75% of Board and committee meetings on which they served .
- Related-party transactions: Company reports no related-party transactions during 2023–2024; CG&N oversees formal procedures for reviewing potential related-party matters .
Fixed Compensation
Director compensation structure is straightforward, with cash retainer plus supplemental fees for committee roles, and an annual time-based restricted share grant.
| Component | 2023 | 2024 |
|---|---|---|
| Cash fees (base + committee roles) | $95,000 | $105,000 |
| Equity grant (restricted shares – grant-date fair value) | $117,721 | $122,937 |
| Restricted shares granted (#) | 2,601 (May 16, 2023) | 2,832 (May 21, 2024) |
| All other comp (dividends on unvested RS) | $4,540 | $5,542 |
| Total | $217,261 | $233,479 |
Cash retainer schedule and supplemental fees (applies to 2024): Base $80,000; CG&N Chair $15,000; Compensation Committee Member $10,000; other committee fee levels as disclosed .
Performance Compensation
CubeSmart does not use performance-based equity for independent trustees; annual equity is time-based restricted shares.
| Metric/Term | 2023 | 2024 |
|---|---|---|
| Award type | Time-based restricted shares | Time-based restricted shares |
| Grant date | May 16, 2023 | May 21, 2024 |
| Shares granted | 2,601 | 2,832 |
| Vesting | Earlier of 1st anniversary or next annual meeting | Earlier of 1st anniversary or 2025 annual meeting |
| Options/PSUs | None disclosed for trustees |
Clawback: All awards under the Equity Incentive Plan (including trustee equity) are subject to the Company’s Clawback Policy compliant with SEC/NYSE rules .
Other Directorships & Interlocks
- No public company board interlocks disclosed for Bussani; his committee work involves oversight of related-party transactions, board composition, and governance policies as CG&N Chair .
- Compensation Committee independence affirmed; use of independent consultants (FW Cook through Feb-2024; Ferguson Partners thereafter) with no conflicts noted .
Expertise & Qualifications
- Real estate legal and risk management expertise across leasing, property management, customer retention, and risk mitigation; complements CG&N chair role and compensation oversight .
- Board independence and governance process experience (proxy access, board evaluations, succession, sustainability oversight) via CG&N charter responsibilities .
Equity Ownership
| Metric | As of Mar 22, 2024 | As of Mar 21, 2025 |
|---|---|---|
| Common shares beneficially owned | 59,134 | 61,966 |
| Options currently exercisable or within 60 days | Not disclosed for Bussani | Not disclosed for Bussani |
| Percent of class | <1% | <1% |
Unvested restricted shares (trustees): Bussani held 2,601 unvested restricted shares as of Dec 31, 2023 and 2,832 unvested restricted shares as of Dec 31, 2024 (trustees uniformly) .
Ownership alignment: Trustees must hold shares equal to 5× annual base cash retainer within five years; trustees with requisite service are in compliance .
Hedging/pledging: Prohibited for trustees under Company policy .
Governance Assessment
-
Strengths
- Independent trustee with deep real estate legal/risk expertise; chairs CG&N and serves on Compensation Committee, reinforcing board oversight of governance and pay practices .
- Robust governance framework (proxy access, annual self-evaluation led by outside counsel, executive sessions each meeting) .
- Transparent, non-complex director pay (cash + time-based RS), clear vesting, and compliance with ownership guidelines; hedging/pledging prohibited; clawback applies to equity .
- No related-party transactions reported; CG&N formal procedures for potential conflicts .
-
Watch items / potential investor considerations
- Equity Incentive Plan share increase of 5,000,000 shares (dilution potential ~2.18% of fully diluted shares) — board rationale includes burn rate, peer data, and program continuity; trustees continue to receive annual RS grants under the plan .
- Attendance disclosures are aggregate (≥75%); no individual attendance granularity for Bussani beyond that threshold .
Committee Assignments Summary
| Committee | Role | Meetings (2024) |
|---|---|---|
| Corporate Governance & Nominating | Chair | 3 |
| Compensation | Member | 5 |
| Audit | Not a member | 5 (committee meetings) |
Say-on-Pay & Shareholder Feedback (context for Compensation Committee member)
- Say-on-pay support: 94% approval in 2024; historically ~93% over last three years, indicating strong shareholder alignment with pay programs overseen by the Compensation Committee .
- Independent consultants: Transitioned to Ferguson Partners in Feb-2024; independence assessed and no conflicts found .
Insider Trades & Section 16 Compliance
- Section 16(a) compliance: Company reports timely filings for officers/trustees in 2023, with one late Form 4 attributable to the CEO; no issues disclosed for Bussani .
Related Party Transactions & Conflicts
- No transactions with related persons during 2023–2024; CG&N procedures require disinterested review and approval; trustees with material interests recuse from discussions .
Overall: Bussani’s independence, CG&N chairmanship, and compensation committee participation, coupled with straightforward director pay and ownership alignment, support board effectiveness and investor confidence; no conflicts or red flags are disclosed in Company filings .