Dominic Palazzo
About Dominic M. Palazzo
Independent trustee and Audit Committee Chair at National Storage Affiliates Trust (NSA). Age 69; trustee since 2015 (≈10 years of service). Former PwC audit partner leading the Denver real estate practice with deep REIT/real estate accounting, SEC reporting, IPO/M&A expertise; B.S. in Accounting from DePaul University. The Board affirms his independence under NYSE/SEC rules; he is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Audit Partner; led Denver real estate practice; National Accounting & SEC Directorate (NYC) | 1982–2011 | Advised on due diligence, M&A, public equity/debt offerings, restructurings; IPO of Affordable Residential Communities (2004) |
| Executive Real Estate Roundtable | Past President | n/a | Industry leadership/networking |
| Professional Associations | Former member | n/a | Colorado Society of CPAs; AICPA |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public-company directorships disclosed |
Board Governance
- Independence: Board determined Palazzo is independent (NYSE/SEC) and serves as an Audit Committee financial expert .
- Committee leadership: Audit Committee Chair; committee held 8 meetings in 2024 .
- Attendance and engagement: Board met 6 times in 2024; all trustees attended ≥75% of Board and committee meetings on which they served .
- Election/tenure: On the Board since 2015; nominated for re‑election in 2025 .
- Board structure: Eight of eleven nominees independent; separate Chair/CEO; lead independent trustee in place; majority voting; executive sessions at least quarterly .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit Committee | Chair | 8 |
Fixed Compensation (Director)
| Year | Cash Fees | Equity Awards | Total | Notes |
|---|---|---|---|---|
| 2024 | $63,750 | $100,000 | $163,750 | Elected to take 50% of annual cash compensation in LTIP units; received 3,766 LTIP units (time-based) on 5/16/2024; half of cash ($21,250) paid in 2024; remainder in 2025 |
Program structure:
- 2024 standard independent trustee program: Base cash $60,000; equity $100,000; committee chair fees (Audit $25,000; CNCG $25,000; Finance $20,000); committee member fees $10,000 .
- 2025 changes (effective after 2025 meeting): Base cash $70,000; equity $120,000; Audit member fee increased to $12,500 .
Performance Compensation
- Directors do not receive performance-conditioned bonuses or PSU/option awards. Director equity is granted as time-based LTIP units (vesting upon continued service) .
| Grant Type | Grant Date | Units | Vesting | Fair Value/Notes |
|---|---|---|---|---|
| LTIP units (time-based; includes equity taken in lieu of cash) | 05/16/2024 | 3,766 | Vest on earlier of 05/16/2025 or day before 2025 AGM, subject to service | Included in “Stock Awards” column ($100,000 aggregate grant date fair value across equity) |
No director-specific performance metrics, options, or discretionary cash bonuses disclosed for Palazzo .
Other Directorships & Interlocks
- Other public-company boards: None disclosed .
- Interlocks: No CNCG committee interlocks noted; company discloses no compensation committee interlocks overall (Palazzo is not on CNCG) .
- Familial relationships: None involving Palazzo (company notes only Cramer–Nordhagen are brothers‑in‑law) .
Expertise & Qualifications
- Audit/Accounting: 35+ years combined public accounting/industry experience; former PwC audit partner; SEC reporting/technical accounting specialist .
- Real estate/REITs: Deep experience across multifamily, office, hotels/resorts; IPO/M&A and capital markets exposure; designated audit committee financial expert .
- Education: B.S., Accounting (DePaul University) .
Equity Ownership (Skin-in-the-Game)
| Measure | Amount/Status |
|---|---|
| “As‑if” Common Shares Beneficially Owned | 52,069 (includes OP units and vested LTIP units) |
| Ownership as % of outstanding shares | <1% |
| OP Units | 39,584 |
| Vested LTIP Units | 8,719 |
| Unvested LTIP Units (director) | 3,766 (scheduled to vest 05/16/2025 or day before 2025 AGM) |
| Pledged Shares/Units | None disclosed for Palazzo (pledges disclosed for other individuals; no pledge footnote for him) |
| Ownership Guidelines | Independent trustees required to hold equity equal to 5x annual cash compensation; all officers and independent trustees were in compliance as of 03/14/2025; trustee multiples ranged from ~0.7x to 150.6x (individual breakdowns not disclosed) |
Related-Party Exposure and Conflicts
- Independence affirmed; no related-party transactions disclosed involving Palazzo in 2024 .
- Company prohibits hedging and limits pledging by officers and trustees; no pledging disclosed for Palazzo .
- Notably, related-party items in 2024 involved other trustees/executives (e.g., PRO internalization; aircraft/office lease with Nordhagen; Optivest transactions), not Palazzo .
Governance Assessment
-
Strengths
- Longstanding independent Audit Chair with REIT audit depth; designated “audit committee financial expert” supports robust financial oversight .
- Active engagement: Audit Committee met 8x; Board 6x; attendance ≥75% threshold met for all trustees .
- Alignment: Elected to take 50% of cash fees in equity; maintains meaningful OP/LTIP exposure; compliant with 5x ownership guideline .
- No pledging/related-party flags disclosed for Palazzo .
-
Watch items
- Tenure ~10 years: While valuable for continuity, ongoing board refreshment should be monitored to maintain independence of perspective; NSA highlights refreshment generally (added new trustees in 2024/2025) .
- Say-on-pay context (company-wide): High support historically (avg. 97.3% over five years), indicating positive investor sentiment on compensation/governance broadly, but continue to monitor alignment through cycles .
Overall, Palazzo’s profile—independent Audit Chair, financial expert, equity-aligned, with no disclosed conflicts or pledging—supports investor confidence in NSA’s financial oversight and governance quality.