David Cramer
About David Cramer
David G. Cramer (age 60) is President, CEO, and a trustee of National Storage Affiliates Trust (NSA) since April 1, 2023; he previously served as EVP & COO (2020–Apr 2023) and President (since July 2022) . As CEO, he is a non‑independent management trustee; the chair and CEO roles are separated (Executive Chair: Tamara Fischer), and eight of eleven trustee nominees are independent, though Cramer is the brother‑in‑law of Vice Chair Arlen Nordhagen, a governance consideration . Performance context under his tenure: 2024 total shareholder return (TSR) value of a $100 investment was $142 vs peer group’s $118; Core FFO/share was $2.44 in 2024 vs $2.69 in 2023; net income was $183,270k in 2024 vs $236,988k in 2023 . He beneficially owns ~2.9% of NSA (2,198,046 shares incl. OP/LTIP equivalents) and has pledged 605,000 common shares as collateral; he exceeds the CEO ownership guideline (22.5x vs 5x salary required) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| National Storage Affiliates (NSA) | EVP & COO; President; CEO | 2020–Apr 2023; since Jul 2022; since Apr 2023 | Led operations and then overall corporate strategy, including PRO integration and growth initiatives . |
| SecurCare Self Storage | COO/Director of Operations; President & CEO | 1998–2014 (leadership); CEO 2014–2020 | Grew and operated a former NSA PRO platform; deep operating and acquisition experience in self‑storage . |
| Industry initiatives | Chair, Technology & Best Practices Group; PRO Advisory Committee member | From NSA formation to Jun 2024 | Drove operating best practices and technology adoption across the platform . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| National Storage Affiliates Trust (NYSE: NSA) | Trustee (non‑independent) | Since 2023 | CEO and trustee; non‑independent, receives no director pay . |
| SBOA TI Reinsurance Ltd. | Director | Not specified | Cayman reinsurance vehicle in which NSA holds ~6% ownership interest . |
| FindLocalStorage.com (industry consortium) | Founding board member | Prior | Digital marketing consortium for the industry . |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (approved) |
|---|---|---|---|
| Base salary ($) | $600,000 (annualized) | $675,000 | $760,000 |
| Annual compensation summary ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $550,000 | $585,419 | $675,000 |
| Non‑Equity Incentive (cash bonus) | $797,500 | $420,000 | $491,150 |
| Stock awards (grant‑date fair value) | $850,000 | $1,700,000 | $3,620,006 |
| All other compensation | — | $13,200 | $13,800 |
| Total | $2,197,500 | $2,718,619 | $4,799,956 |
Notes:
- CEO pay mix is predominantly at‑risk: ~80% of annualized target pay for the CEO in 2024 was variable .
Performance Compensation
Annual Incentive (2024 program design and results)
| Metric | Weighting (CEO) | Threshold | Target | Maximum | Actual 2024 |
|---|---|---|---|---|---|
| Same Store NOI growth vs peer average | 25% | Peer avg −2% | Peer avg | Peer avg +2% | Peer avg −3.6% |
| Core FFO per share growth | 30% | −8% | −5% | −2% | −9.3% |
| Acquisitions ($mm) | 10% | $100.0 | $150.0 | $200.0 | $188.9 |
| Strategic initiatives (PRO retirements, new ventures, partnerships, etc.) | 25% | 1 | 2 | 4 | 4+ |
| Individual goals | 10% | 1 | 3 | 5 | 3 |
| 2024 Cash Bonus Outcome | Threshold | Target | Maximum | Actual | Actual as % of Target |
|---|---|---|---|---|---|
| CEO (Cramer) | $400,000 | $800,000 | $1,200,000 | $491,150 | 61% |
Design notes:
- Objective metrics dominate, with linear interpolation between levels; payouts range 50%–150% of target per metric .
Long‑Term Equity (2024 grants and structure)
| Grant | Type | Units (CEO) | Grant‑date fair value | Performance/vesting terms |
|---|---|---|---|---|
| Jan 1, 2024 | Performance‑based LTIP units (target/max) | 24,593 / 49,185 | Included in $2,000,000 total grant value | 60% of LTIP target based on 3‑yr relative TSR: 70% vs MSCI US REIT percentile (threshold 35th→50% payout; target 55th→100%; max 75th→200%) and 30% vs weighted avg TSR of storage peer group (+100 bps target; +750 bps max) with 3‑yr cliff vest at 12/31/2026 if met . |
| Jan 1, 2024 | Time‑based LTIP units | 19,292 | Included in $2,000,000 total grant value | Vests 1/3 each Jan 1, 2025/2026/2027, subject to continued employment . |
| Dec 2, 2024 | Performance‑based LTIP units | 22,536 total (7,512 per KPI: G&A savings; property migration by 6/30/2025; PRO internalization) | Included in $1,620,006 total grant value | Performance period 12/2/2024–12/2/2025; vesting if KPI achievement met per award agreements . |
| Dec 2, 2024 | Time‑based LTIP units | 15,025 | Included in $1,620,006 total grant value | Vests over two years through 12/2/2026, subject to continued employment . |
Notes:
- No stock options are outstanding or granted; NSA does not use options in its program .
Equity Ownership & Alignment
Beneficial ownership snapshot (as of March 14, 2025)
| Item | Amount |
|---|---|
| Total beneficial ownership (equivalents) | 2,198,046 (incl. OP and vested LTIP) |
| Ownership as % of shares outstanding | 2.9% |
| Common shares (direct/indirect voting or investment power) | 1,912,204 |
| OP units | 275,942 |
| Vested LTIP units | 9,900 |
| Unvested LTIP units (excluded from beneficial count) | 239,772 |
| Shares pledged as collateral | 605,000 common shares |
| Ownership guidelines (CEO) | Required 5x base salary; actual ~22.5x; compliant (excludes pledged from calc) |
Pledging/hedging policy:
- Hedging is prohibited; pledging limited for Section 16 officers/trustees to the lesser of 50% of their holdings or 2.5% of NSA outstanding shares without specific Board approval; remedies required if thresholds exceeded . NSA notes limits on pledging as a pay governance feature .
Outstanding awards and vesting schedule (FY-end 2024)
| Category | Number not vested | Market/payout value ($) | Scheduled vesting detail |
|---|---|---|---|
| Time‑based LTIP | 48,669 | $1,845,042 (at $37.91 close) | 14,508 vested Jan 1, 2025; 12,706 vest Jan 1, 2026; 15,025 vest Dec 2, 2026; 6,430 vest Jan 1, 2027 . |
| Performance‑based LTIP (unearned) | 119,894 (maximum opportunity) | $4,545,182 | Cliff vesting contingent on TSR metrics through 12/31/2026; special 2024 awards measured to 12/2/2025 . |
Dividend equivalents:
- During vesting, time‑based LTIP units receive distributions equal to OP unit distributions .
Employment Terms
| Term/Policy | Details |
|---|---|
| Employment term | 3‑year agreements with automatic one‑year extensions; requires substantial time devoted to company affairs . |
| Severance (without cause / good reason) | Cash severance = (base salary + greater of 2‑yr avg bonus or target) × multiple; multiples: CEO 3x; plus health benefits for two years for CEO; 100% acceleration of unvested equity . |
| Change‑in‑control | Double‑trigger vesting of unvested equity upon termination without cause or for good reason following a change‑in‑control (24‑month window for CEO) . |
| Non‑compete / non‑solicit | 2‑year non‑compete and non‑solicit post‑termination for CEO . |
| Clawback | Policy to recover erroneously awarded incentive compensation upon a restatement, per SEC/NYSE rules . |
| Insider trading | Formal policy; filed as exhibit to 2024 Form 10‑K . |
Estimated potential payouts (as of 12/31/2024; NSA close $37.91):
| Scenario (CEO) | Base salary ($) | Annual bonus ($) | Medical ($) | LTIP units vest (#) | LTIP value ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death or Disability | $28,125 | $491,150 | — | 134,897 | $5,113,945 | $5,633,220 |
| Without Cause or Good Reason | $2,053,125 | $2,891,150 | — | 168,563 | $6,390,223 | $11,334,498 |
Performance & Track Record (context during CEO tenure)
| Metric | 2023 | 2024 |
|---|---|---|
| NSA TSR – value of $100 investment | $195 | $142 |
| Peer group TSR – value of $100 investment | $144 | $118 |
| Core FFO per share ($) | $2.69 | $2.44 |
| Net income ($000s) | $236,988 | $183,270 |
Notes:
- Majority of programmatic performance LTIP is tied to relative TSR (MSCI US REIT index and storage peers), aligning with shareholder outcomes; 2022–2024 cycle paid 0% given performance thresholds not met for that period .
Board Governance (Cramer as Director)
- Board service: Trustee since 2023; management trustee (non‑independent) .
- Committees: Not listed on Audit, CNCG, or Finance; those committees comprise independent trustees .
- Meeting attendance: All trustees attended at least 75% of board and committee meetings in 2024 .
- Director compensation: Non‑independent trustees (including CEO) receive no director compensation .
- Independence considerations: Separate Chair/CEO roles; eight of eleven nominees are independent; family relationship with Vice Chair (brothers‑in‑law) disclosed .
Compensation Structure Analysis
- Pay‑for‑performance: 2024 cash bonus paid at 61% of target for CEO reflecting shortfalls vs targets in Same Store NOI relative performance and Core FFO/share, partially offset by strong acquisitions and strategic initiatives execution .
- Equity mix shift/quantity: 2024 equity grants increased meaningfully ($3.62m grant‑date value), split between time‑based and performance‑based LTIPs with TSR‑linked performance and additional one‑year KPI awards linked to G&A savings, systems migration, and PRO internalization—emphasizing operational execution and shareholder returns .
- Governance features: No options; no hedging; pledging limited; double‑trigger CIC; no excise tax gross‑ups; clawback policy in place; minimum ownership guidelines enforced and exceeded by CEO .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay support has averaged 97.3% over the last five years; ISS previously gave the program the second‑highest score; CEO’s equity mix is majority performance‑based .
Equity Ownership & Alignment Signals
- High ownership and compliance: CEO holds 22.5x the required ownership multiple; ownership guidelines exclude pledged shares to ensure unencumbered alignment .
- Pledging risk: 605,000 pledged shares could introduce selling pressure under adverse price moves or lender actions, though pledging is subject to company thresholds and oversight .
Employment Terms (Retention/Transition Risk)
- Strong retention hooks: 3x cash severance multiple and 100% acceleration of unvested equity upon qualifying termination; 2‑year non‑compete/non‑solicit .
- CIC protection: Double‑trigger vesting with a 24‑month good‑reason window for CEO supports continuity through strategic events .
Investment Implications
- Alignment: Heavy use of TSR‑based LTIPs and high personal ownership (22.5x guideline) align CEO incentives with shareholder returns; no hedging and clawback further support alignment .
- Execution focus: 2024 bonus outcomes (61% of target) reflect shortfalls in Core FFO/share and relative Same Store NOI offset by progress on acquisitions and strategic initiatives; the added one‑year KPI LTIPs sharpen near‑term execution incentives around internalization and cost actions .
- Retention and downside protection: Robust severance/CIC terms and substantial unvested equity reduce near‑term departure risk but can elevate change‑of‑control costs (illustrative $11.3m without cause/good reason at 12/31/24) .
- Trading signals: Significant scheduled time‑based vesting (2025–2027) and pledged shares (605k) may create episodic supply/financing sensitivity; options overhang is absent (no options outstanding) .
- Governance: Separation of Chair/CEO and independent committee structure are positives; disclosed family tie to Vice Chair warrants continued monitoring, but overall board maintains a strong independent majority with active committee oversight .