Brandon Togashi
Executive Vice President, Chief Financial Officer and Treasurer at National Storage Affiliates Trust
Executive
About Brandon Togashi
Brandon S. Togashi, age 42, is Executive Vice President and Chief Financial Officer (CFO) and Treasurer of National Storage Affiliates Trust (NSA). He oversees all financial functions including treasury, capital markets, accounting and tax; he previously served as Chief Accounting Officer (CAO), Controller, and other finance leadership roles at NSA since 2014. He is a certified public accountant and holds a Bachelor of Science in Business Administration, magna cum laude, as a university honors scholar, from Colorado State University . NSA’s pay-for-performance framework ties Mr. Togashi’s incentives to key metrics including Same Store NOI growth relative to peers, Core FFO per share growth, acquisitions, strategic initiatives, and multi-year relative TSR versus MSCI US REIT Index and storage REIT peers; 2024 actuals were Peer Average less 3.6% for Same Store NOI and -9.3% for Core FFO/share, resulting in a 61% of target bonus payout for Togashi .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Storage Affiliates Trust | EVP, CFO & Treasurer | Jan 2020 – Present | Oversees treasury, capital markets, accounting, tax; recognized with special one-time equity awards tied to internalization of PRO structure . |
| National Storage Affiliates Trust | Chief Accounting Officer | Jan 2017 – Dec 2024 | Led accounting through operational scale-up; transitioned CAO role at year-end 2024 . |
| National Storage Affiliates Trust | Controller | Dec 2014 – Mar 2019 | Built finance controls during growth phase . |
| National Storage Affiliates Trust | VP / SVP | Dec 2014 – Jun 2018 (VP); Jul 2018 – Dec 2019 (SVP) | Progressively expanded responsibilities across finance . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DCT Industrial Trust Inc. | Vice President, Corporate Accounting | 2013 – 2014 | Corporate accounting leadership in public REIT . |
| KPMG LLP | Manager/Senior Manager, Audit | 2010 – 2013 | Led audit engagements; foundation in public accounting . |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (Approved) |
|---|---|---|---|
| Base Salary ($) | $475,000 | $495,000 | $517,275 |
| YoY Change (%) | — | 4% | — |
Performance Compensation
2024 Annual Incentive Cash Bonus Program – Metrics and Outcomes
| Metric | Weighting (Togashi) | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|---|
| Same Store NOI Growth vs Peer Average | 25% | Peer Avg - 2% | Peer Avg | Peer Avg + 2% | Peer Avg - 3.6% |
| Core FFO per Share Growth | 30% | -8% | -5% | -2% | -9.3% |
| Acquisitions ($ millions) | 10% | $100.0 | $150.0 | $200.0 | $188.9 |
| Strategic Initiatives | 25% | 1 | 2 | 4 | 4+ |
| Individual Goals | 10% | 1 | 3 | 5 | 3 |
| Incentive Level | Threshold ($) | Target ($) | Maximum ($) | Actual ($) | Actual as % of Target |
|---|---|---|---|---|---|
| 2024 Bonus – Togashi | $247,500 | $495,000 | $742,500 | $303,881 | 61% |
Payouts range from 50% at threshold to 150% at maximum, with linear interpolation; annual bonus determinations for 2024 were made on February 12, 2025 .
Long-Term Equity Incentive Compensation – 2024 Grants
| Grant | Type | Performance Metrics | Threshold (#) | Target (#) | Maximum (#) | Time-Based (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|---|
| Jan 1, 2024 | Performance-based LTIP Units | 60% TSR vs MSCI US REIT; 40% TSR vs storage peers | 4,919 | 9,837 | 19,674 | 7,717 | $800,000 |
| Dec 2, 2024 | Performance-based LTIP Units | One-third each: G&A savings; property migration by 6/30/2025; PRO internalization completion | — | 13,980 | — | 9,322 | $1,005,015 |
| Dec 2, 2024 Performance Units – Allocation by Metric | Units (#) |
|---|---|
| G&A savings metric | 4,660 |
| Property migration metric | 4,660 |
| PRO internalization metric | 4,660 |
2024 programmatic awards vest 1/3 each year on Jan 1, 2025, 2026, 2027 (time-based) and cliff vest on Jan 1, 2027 (performance-based) subject to relative TSR outcomes. Special Dec 2, 2024 awards cliff vest on Dec 2, 2025 (performance) and Dec 2, 2026 (time-based), contingent on metric achievement and continued employment .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 14, 2025) | 94,487 Common Shares (including OP and vested LTIP units); <1% of outstanding . |
| Options Outstanding | None – the Company has no outstanding option awards . |
| Outstanding Unvested Time-Based LTIP Units (12/31/24) | 23,732 units; market value $899,680 at $37.91/share . |
| Outstanding Performance-Based LTIP Units (Unvested, max) | 54,908 units; market/payout value $2,081,562 at $37.91/share . |
| Ownership Guidelines Requirement (2024) | 3x base salary . |
| Compliance Status | Approx. 3.5x of required amount owned as of 12/31/2024; all officers and independent trustees complied as of 3/14/2025 . |
| Pledging/Hedging | Policy excludes pledged shares from compliance calculation; no additional pledging detail disclosed in cited sections . |
Detailed Vesting Schedule (Togashi)
| Vest Date | Type | Units (#) |
|---|---|---|
| Jan 1, 2025 | Time-based (vested) | 6,498 |
| Dec 2, 2025 | Performance-based (max potential) | 13,980 |
| Jan 1, 2026 | Time-based (scheduled) | 5,340 |
| Jan 1, 2026 | Performance-based (max potential) | 21,254 |
| Dec 2, 2026 | Time-based (scheduled) | 9,322 |
| Jan 1, 2027 | Time-based (scheduled) | 2,572 |
| Jan 1, 2027 | Performance-based (max potential) | 19,674 |
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement Term | One-year term with automatic one-year extensions unless 90 days’ notice of non-renewal; other NEOs have three-year terms . |
| Severance (Without Cause / Good Reason) | Cash: 2x current base salary + greater of target annual bonus or average of prior two years’ bonuses; health benefits for 2 years; 100% acceleration of unvested share-based awards (subject to release of claims) . |
| Death/Disability | Accrued comp; prorated annual bonus; health benefits for 2 years; time-based awards prorated; performance-based awards vest based on performance requirements . |
| Change-in-Control (CIC) | “Good reason” defined following CIC; 100% of unvested share-based awards vest . |
Estimated Potential Payments (as of 12/31/2024)
| Scenario | Base Salary ($) | Annual Bonus ($) | Medical Benefits ($) | LTIP Units That Vest (#) | Total Value of LTIPs That Vest ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death or Disability | $20,625 | $303,881 | $18,672 | 61,720 | $2,339,805 | $2,682,983 |
| Without Cause or Good Reason | $1,010,625 | $1,293,881 | $18,672 | 78,640 | $2,981,242 | $5,304,420 |
| Cause or Resignation | $20,625 | $303,881 | — | — | — | $324,506 |
Performance & Track Record
- 2024 operational outcomes embedded in bonus calculus showed headwinds: Same Store NOI growth lagged peer average by 3.6% and Core FFO/share declined 9.3%, while acquisitions reached $188.9 million and strategic initiatives exceeded the maximum threshold (4+) .
- NSA internalized its PRO structure on July 1, 2024; special one-time LTIP awards granted Dec 2, 2024 tied to achieving G&A savings, property migration by June 30, 2025, and completion of internalization, recognizing executive contributions including CFO .
- As principal financial officer, Togashi signed SOX 302 and 906 certifications on Q3 2025 Form 10‑Q; management concluded disclosure controls and procedures were effective as of quarter-end .
- NSA reports consistently high say-on-pay support averaging 97.3% over the last five years, indicating shareholder endorsement of compensation programs .
Compensation Structure Analysis
- Cash vs equity mix: 2024 stock awards for Togashi totaled $1,805,015, alongside salary $495,000 and bonus $303,881, highlighting a heavy equity tilt and at-risk pay structure .
- Shift toward RSU/LTIP units: Company indicates no options outstanding for NEOs; LTIP units (time-based and performance-based) dominate equity compensation, reducing option-related risk; options columns omitted because none exist .
- Performance metric calibration: Annual incentives and PSUs are tied to peer-relative outcomes (Same Store NOI vs peers; TSR vs MSCI and storage peers), maintaining pay-for-performance alignment; payouts for 2024 at 61% of target reflect underperformance in objective metrics .
- Special awards tied to internalization milestones introduce near-term cliff vesting dates (Dec 2, 2025 and Dec 2, 2026), increasing event-driven vesting concentration .
Equity Ownership & Alignment Details
| Item | Value |
|---|---|
| Beneficial Ownership (#) | 94,487 |
| Ownership % | <1% |
| Ownership Guideline Multiple (Requirement) | 3x salary (requirement); approx. 3.5x owned (compliant as of 12/31/2024; all officers compliant as of 3/14/2025) . |
| Unvested Time-Based LTIPs (#) | 23,732 |
| Unvested Performance LTIPs (max #) | 54,908 |
| Market Value Basis | $37.91 per share (12/31/2024 close) . |
Employment Contracts, Severance, and CIC Economics
- Contract term: One-year with auto-renewals; non-renewal constitutes good reason for severance eligibility .
- Severance multiple: 2x salary plus bonus (greater of target or 2-year average); 2 years of health benefits; full acceleration of unvested equity .
- CIC: Good reason protection with 100% equity acceleration; enhanced retention via vesting protections .
- Death/Disability: Prorated bonus; prorated vesting for time-based units; performance units vest per performance terms .
Risk Indicators & Red Flags
- No options and strong equity guideline compliance mitigate misalignment risk; pledged shares excluded from compliance calculation (policy design), but no specific pledging disclosures beyond policy noted in cited sections .
- Significant upcoming cliff vesting (Dec 2, 2025 and Dec 2, 2026) could create event-driven insider filing activity; monitor for Form 4 filings around vest dates .
- One-year contract term (vs three-year for peers) may slightly increase renewal cadence exposure, though automatic renewals reduce near-term transition risk .
Investment Implications
- Alignment: Heavy use of multi-year, relative TSR PSUs and peer-relative operational metrics aligns pay with shareholder outcomes; 2024 underperformance translated to 61% of target bonus, evidencing discipline .
- Retention risk: Robust severance and full equity acceleration upon qualifying termination/CIC support retention but also create substantial value realization upon exit; upcoming cliff vest dates represent potential selling pressure checkpoints .
- Execution focus: Special awards tied to internalization milestones and G&A savings signal near-term operational execution priorities; achievement of these metrics drives vesting and value realization .
- Ownership: Compliant with 3x salary ownership guideline (at ~3.5x), options absent, and significant unvested equity stack suggest strong skin-in-the-game and ongoing alignment, but concentrated vest dates should be monitored for trading signals .