Timothy M. Martin
About Timothy M. Martin
Timothy M. Martin is Chief Financial Officer and Treasurer of CubeSmart, serving as CFO since 2008 after joining CubeSmart in 2006 as SVP/Chief Accounting Officer; prior roles include Principal Financial Officer/Chief Accounting Officer at Brandywine Realty Trust (1997–2006) and audit staff at Arthur Andersen’s Philadelphia office specializing in real estate. He was age 53 as of the 2024 proxy; education not disclosed . Company performance linkages relevant to CFO oversight include FFO per share (as adjusted) and TSR used in pay-versus-performance:
- Company TSR and FFO per share (as adjusted)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR (Index, $100 start 12/31/2019) | 111.67 | 194.96 | 143.66 | 173.12 | 165.28 |
| FFO per share, as adjusted ($) | 1.72 | 2.11 | 2.53 | 2.68 | 2.63 |
- Multi‑year operating highlights disclosed: 56% 5‑year growth in FFO, as adjusted per share; 3‑year same‑store NOI CAGR 5.8%; 3‑year same‑store revenue CAGR 5.1% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CubeSmart | SVP & Chief Accounting Officer; CFO & Treasurer | 2006–2008; 2008–present | Long‑tenured finance leadership through cycles, capital allocation, reporting, balance sheet stewardship |
| Brandywine Realty Trust | Principal Financial Officer; Chief Accounting Officer; Director of Financial Analysis | 1997–2006 | Public REIT finance leadership; controls and FP&A across a diversified portfolio |
| Arthur Andersen (Philadelphia) | Audit Staff (Real Estate) | Not disclosed | Real estate audit specialization; foundation in GAAP/controls |
External Roles
No public company directorships or external roles disclosed for Mr. Martin .
Fixed Compensation
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | 550,000 | 600,000 | 600,000 |
| Target Bonus (% of Salary) | 125% | 125% | 125% |
| Target Bonus ($) | 687,500 | 750,000 | 750,000 |
| Actual Annual Incentive ($) | 697,813 | 835,350 | N/A (not yet paid) |
Notes: 2024 annual incentive paid at 139% of salary (overall); individual goal component paid at 100% for Mr. Martin .
Performance Compensation
- 2024 Annual Incentive Design and Outcome (company-wide framework)
| Metric Category | Weight | Target | Actual | Payout Factor | Vesting/Payment Timing |
|---|---|---|---|---|---|
| Financial performance (FFO/NOI/revenue mix per CD&A) | 70% | Not disclosed | Not disclosed | Not disclosed | Cash paid after year-end |
| Strategic goals & external growth | 20% | Not disclosed | Not disclosed | Not disclosed | Cash paid after year-end |
| Individual goals (Martin) | 10% | Goal set per role | Achieved target | 100% | Cash paid after year-end |
| Overall (Martin) | — | — | — | 139% of salary | 2024 payout $835,350 |
- Long‑Term Incentive (granted 1/1/2024; 3 elements equally weighted)
| Instrument | Shares/Units | Grant-Date Economics | Vesting/Terms |
|---|---|---|---|
| Restricted Shares | 12,226 | Grant-date close $46.35 | 1/3 per year over 3 years; dividends paid on unvested |
| Performance Units (Target) | 8,706 | Monte Carlo fair value $65.09; relative TSR vs. all equity REITs; 0–200% payout | Cliff vest at 3 years; 25th–75th percentile maps to 50%–200% multiplier; dividend equivalents on final shares |
| Stock Options | 60,932 | Black‑Scholes fair value $9.30; strike $46.35 | 1/3 per year over 3 years; 10‑year term |
- 2022 PSU Cohort – Final Results (measured through 12/31/2024)
| PSU Grant (1/1/2022) | Target Units | Outcome Units | Relative TSR Percentile | Multiplier |
|---|---|---|---|---|
| Martin | 4,807 | 6,449 | 59th percentile | 134.2% |
| Also received 823 dividend‐equivalent shares on awarded units . |
Equity Ownership & Alignment
- Beneficial Ownership and Options (as of March 21, 2025)
| Holder | Common Shares | Options Exercisable or within 60 days |
|---|---|---|
| Timothy M. Martin | 334,698 | 404,665 |
- 2024 Equity Activity and Liquidity Signals
| Item | Quantity/Value | Note |
|---|---|---|
| Shares vested in 2024 | 26,185 shares; $1,213,675 value realized | Vested RS/PSUs; value realized includes deferred items per plan |
| Options exercised in 2024 | 30,765 options; $738,849 value realized | Monetization of awards; exercise economics per disclosed value |
- Outstanding 2024 Award Snapshot (as of 12/31/2024)
| Award | Quantity | Key Terms |
|---|---|---|
| Unvested Restricted Shares (2024 grant) | 12,226 | 1/3 annual vesting; $523,884 year‑end market value at $42.85 |
| PSU opportunities assumed at max (’23/’24 cycles for disclosure) | 17,412 (2024 cycle, at max) | 3‑year cliff; payout 0–200% of target |
| Options (2024 grant) | 60,932 | Strike $46.35; expire 12/31/2033; 1/3 annual vest |
-
Ownership Policies and Restrictions
- Officer stock ownership guideline: CFO must hold ≥3× salary; Board determined NEOs with requisite service met or exceeded guidelines in 2024 review .
- Hedging and pledging prohibited for officers and trustees (no derivatives, no pledging company securities) .
- Clawback policy compliant with SEC/NYSE rules; recovery of incentive comp upon restatement regardless of fault .
-
Deferred Compensation (as of 12/31/2024)
| Account Type | Exec Contributions (2024) | Company Contributions (2024) | Aggregate Earnings (2024) | Withdrawals (2024) | Aggregate Balance 12/31/2024 |
|---|---|---|---|---|---|
| Salary/Bonus | $582,762 | $55,152 | $1,139,588 | — | $8,227,816 |
| Equity Awards | $1,066,865 | — | ($221,440) | ($282,418) | $6,015,112 |
Employment Terms
-
Executive Severance Plan (CFO = Tier II)
- Without Cause/Good Reason outside CIC window: 1.5× (salary + average/target bonus) payable over 18 months; pro‑rata bonus; 24 months benefits cash equivalent grossed for taxes; continued vesting of time‑based equity; pro‑rata PSU vesting based on actual performance .
- CIC window (3 months before to 2 years after CIC): 2.5× (greater of termination or CIC‑date salary + average/target bonus) paid lump‑sum; pro‑rata bonus at greater of target or actual; 24 months vehicle allowance; equity: time‑based awards vest in full; PSUs vest at greater of target or actual; exercisables net‑exercised unless elected to continue/assume .
- Conditions: release, non‑competition/other restrictive covenants; 280G cutback (no excise tax gross‑ups) .
-
Estimated Payouts (assuming 12/31/2024 termination and stock at $42.85)
| Scenario | Estimated Total ($) |
|---|---|
| Termination within CIC window | 6,971,608 |
| Termination outside CIC window | 5,104,511 |
| Death or Disability | 3,375,626 |
| CIC (equity vesting only; no termination) | 2,494,122 |
Compensation Structure Analysis
- Mix and trajectory: Martin’s target LTI rose from $1.55M (2023) to $1.70M (2024) and $1.925M (2025), with target bonus steady at 125% and salary lifted to $600k in 2024; maintains a high proportion of at‑risk, equity‑based compensation .
- Performance equity design: One‑third PSUs with relative TSR against equity REITs; 2022 PSU cohort paid at 134.2% (59th percentile), balancing external TSR with retention .
- Discretion applied: For 2023, despite acquisitions below threshold, the Committee paid that component at Target citing disciplined capital allocation in a dislocated market; first such adjustment noted—watchpoint for future discretion use .
- Shareholder support: 2024 say‑on‑pay approval at 94% (three‑year avg 93%) indicating broad investor acceptance of pay design .
- Peer group calibration: 2025 peer set revised to add Americold, National Storage Affiliates, and Public Storage; removed Apple Hospitality, Brandywine, SBA Communications, VICI—closer storage/logistics tilt .
Performance Compensation (Detailed Instruments)
| Instrument | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (2024) | Financials | 70% | Not disclosed | Not disclosed | Not disclosed | Cash after FY |
| Strategic/External | 20% | Not disclosed | Not disclosed | Not disclosed | Cash after FY | |
| Individual (Martin) | 10% | Set by role | Met target | 100% | Cash after FY | |
| PSUs (2022–2024) | Relative TSR | 100% | Target units | 59th percentile | 134.2% | Cliff after 3 years |
| RS (2024 grant) | Service | — | — | — | — | 1/3 annually over 3 years |
| Options (2024 grant) | Service | — | — | — | — | 1/3 annually; 10‑year term |
Say‑on‑Pay & Shareholder Feedback
- 2024 advisory vote approval: 94%; 3‑year average 93% .
Equity Ownership & Alignment (Supplemental Snapshot)
| Item | Data |
|---|---|
| Stock ownership guideline | 3× salary for CFO; in compliance for NEOs with requisite tenure |
| Hedging/pledging | Prohibited |
| Related‑party transactions | None disclosed in latest proxies |
Investment Implications
- Alignment: High at‑risk equity mix with rigorous relative‑TSR PSUs and strong ownership/anti‑hedging policies; NEO compliance with ownership guidelines supports sustained skin‑in‑the‑game .
- Retention risk and change‑in‑control economics: Double‑trigger cash severance at 2.5× salary+bonus and single‑trigger equity acceleration on CIC provide competitive protection; non‑compete required; absence of 280G gross‑ups is shareholder‑friendly .
- Selling pressure: 2024 realized value from vestings ($1.21M) and option exercises ($0.74M) indicates ongoing monetization cadence; upcoming vesting tranches (RS/options) and PSU cliffs can create periodic supply but are standard for REIT executives .
- Governance watchpoints: Discretionary target payout on 2023 acquisitions KPI was explicitly justified and first of its kind; continued use would warrant scrutiny, but strong say‑on‑pay support (94%) and clawback/anti‑pledging policies mitigate concerns .