Charles Wu
About Charles F. Wu
Charles F. Wu (age 67) is an independent trustee of National Storage Affiliates Trust (NSA) since 2021, currently serving on the Finance Committee. He is an Executive Fellow (and former Senior Lecturer) at Harvard Business School. Wu holds an M.B.A., with distinction, and a B.A., magna cum laude and Phi Beta Kappa, from Harvard University, and brings extensive real estate and private equity investment, capital markets, and M&A expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BayNorth Capital | Co‑founder & Managing Director | 2004–2015 | Led private real estate equity investments |
| Charlesbank Capital Partners | Co‑founder & Managing Director | 1998–2004 | Built private equity platform and investment strategy |
| Harvard Private Capital Group (Harvard Management Co.) | Managing Director | 1995–1998 | Ran private equity and real estate investment unit |
| Aldrich Eastman & Waltch (AEW) | Managing Director | Prior to 1995 | Directed restructuring group, portfolio manager |
| Morgan Stanley | Corporate Finance | Prior to AEW | Investment banking experience |
| Harvard Business School | Senior Lecturer (prior), Executive Fellow (current) | 2015–Present | Teaching and research in finance/real estate |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Kennebunk Savings | Director | Current | Mutual savings bank (private) |
| University of Massachusetts | Trustee | Current | Public education governance (non‑profit/State) |
| UMass Building Authority | Board Member | Current | State authority (infrastructure governance) |
| Newton‑Wellesley Hospital | Vice‑Chair (Past) | Prior | Non‑profit healthcare |
| Rose Kennedy Greenway Conservancy | Founding Board Member (Past) | Prior | Non‑profit public space |
| Newton Schools Foundation | President (Past) | Prior | Non‑profit education |
| Harvard University Facilities & Planning Committee | Member (Past) | Prior | University governance |
Board Governance
- Committee assignments: Finance Committee member; the committee reviews and approves acquisitions/dispositions, debt financing within parameters, and hedging/swap policies; it met 4 times in 2024. Steven G. Osgood chairs; Michael J. Schall and Wu are members .
- Independence: The Board affirmatively determined Wu is independent under NYSE, SEC, and NSA standards in 2024 and 2025 .
- Attendance/engagement: The Board held 6 meetings in 2024; all trustees attended at least 75% of Board and relevant committee meetings .
- Executive sessions: Independent trustees meet in executive session at least quarterly .
- Tenure: 4 years as of March 28, 2025 .
- Lead independent structure: Board has a long‑standing lead independent trustee (Paul W. Hylbert, Jr.) to preside over executive sessions and coordinate independent oversight .
Fixed Compensation
| Component (Independent Trustee Pay Program) | 2024 Amount | Detail |
|---|---|---|
| Base Cash Retainer | $60,000 | Standard annual cash retainer for independent trustees |
| Committee Membership Fee (Finance Committee – Member) | $10,000 | Annual cash fee for Finance Committee members |
| Equity Compensation (Annual) | $100,000 | Annual equity award (LTIP units) |
| Total Reported Compensation (Wu) | $170,000 | Fees Paid or Earned in Cash: $70,000; Stock Awards: $100,000 |
| Equity election (cash in equity) | 4,493 LTIP units | Wu elected to receive 100% of annual cash compensation in LTIP units; grant based on $37.84 closing price on May 16, 2024; units vest on the earlier of May 16, 2025 or the day before the 2025 Annual Meeting, subject to service |
Notes:
- For 2025, base cash increases to $70,000, equity to $120,000, and Audit Committee member fee to $12,500 (program‑level change; future period) .
- Trustees are reimbursed for meeting expenses; special committees may entail additional compensation .
Performance Compensation
| Element | Status | Metrics/Terms |
|---|---|---|
| Performance‑based compensation for independent trustees | None disclosed | Independent trustee equity grants are time‑based LTIP units; vesting conditioned on continued service, not on financial/operational performance metrics |
Other Directorships & Interlocks
| Company/Entity | Public/Private | Interlock/Conflict with NSA |
|---|---|---|
| NSA (Finance Committee member) | Public (NYSE: NSA) | N/A (Board service) |
| Kennebunk Savings | Private (mutual bank) | None disclosed |
| UMass, UMass Building Authority | Public/State bodies | None disclosed |
| Non‑profit boards listed above | Non‑profit | None disclosed |
- No other current public company directorships disclosed beyond NSA .
- No related‑party transactions involving Wu disclosed; related‑party items in 2024 involved other trustees/executives (e.g., Nordhagen, Allan, Van Mourick) in connection with PRO internalization and certain services/leases; no mention of Wu in those transactions .
Expertise & Qualifications
- Harvard M.B.A. (with distinction) and Harvard B.A. (magna cum laude; Phi Beta Kappa) .
- Deep real estate and private equity investment track record; capital markets and M&A expertise; portfolio restructuring experience (AEW); prior Morgan Stanley corporate finance background; academic engagement at Harvard Business School .
- Board skills matrix identifies Wu’s experience across public boards, real estate investment/management, private equity/investment, business strategy/operations, compliance/regulatory, enterprise risk management, financial, and M&A/capital markets domains .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Common Shares basis) | 17,219 | Less than 1% of outstanding; includes OP units and vested LTIP units on a one‑for‑one conversion basis |
| OP units | 4,714 | Included in beneficial ownership |
| Vested LTIP units | 8,012 | Included in beneficial ownership |
| Unvested LTIP units | 4,493 | Scheduled to vest on the earlier of May 16, 2025 or the day before the 2025 Annual Meeting, subject to service |
| Pledging/Hedging | None disclosed for Wu | NSA prohibits hedging; pledging is limited by policy; no pledging footnote for Wu |
| Ownership guidelines | 5x annual cash compensation (trustees) | As of March 14, 2025, each officer and independent trustee complies with minimum equity ownership guidelines |
Governance Assessment
- Board effectiveness: Wu’s Finance Committee role aligns with his capital markets/real estate background and places him at the center of NSA approvals for acquisitions/dispositions, debt transactions, and hedging policy—areas material to value creation and risk oversight in a REIT . Independence and regular executive sessions support objective oversight .
- Alignment: Wu elected to take cash compensation in LTIP units, increasing equity exposure; combined with annual equity grants and compliance with ownership guidelines, this supports “skin‑in‑the‑game” alignment despite a modest ownership percentage typical for outside trustees .
- Engagement: Board and committee attendance thresholds met across trustees; Finance Committee met 4 times in 2024, indicating ongoing involvement in capital allocation decisions amid NSA’s PRO internalization and portfolio optimization strategy .
- Conflicts/Related‑party exposure: No related‑party transactions involving Wu disclosed; 2024 related‑party items involved other trustees/executives (e.g., plane usage, office lease, Optivest transactions) and were reviewed/terminated/renegotiated as part of internalization—no Wu linkage identified .
- Policies/controls: Majority voting with resignation policy, recovery (clawback) policy, hedging prohibition, pledging limitations, lead independent trustee, and strong independence composition are positive governance signals for investor confidence .
RED FLAGS
- None disclosed specific to Wu: no attendance shortfalls, no related‑party dealings, no pledging, and no performance‑insensitive pay anomalies identified in the proxy .