Paul Hylbert
About Paul W. Hylbert, Jr.
Paul W. Hylbert, Jr. (age 80) is NSA’s Lead Independent Trustee (since 2016) and has served on the Board since 2015. He holds an MBA from the University of Michigan and a BA from Denison University. His core credentials center on building-products distribution leadership, acquisitions, and roll-up execution across multiple CEO roles; he currently serves as Chairman of Kodiak Building Partners, LLC. NSA’s Board has affirmatively determined he is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kodiak Building Partners, LLC | Chairman; previously CEO | 2011–Present (CEO 2011–2014) | Built and led a building products distribution platform; extensive M&A/roll-up execution |
| ProBuild Holdings, Inc. | President & CEO | 2007–2010 | National fabricator/distributor of building products; subsidiary of Fidelity Capital |
| Lanoga Corporation | President & CEO | 2000–2006 | Top U.S. retailer of lumber/building materials; led company through sale to Fidelity Capital |
| PrimeSource Building Products | President & Co‑CEO; then President | 1991–2000 | National fabricator/packager/distributor; led LBO origin from Wickes subsidiary in 1987 |
| Wickes Europe, Wickes Lumber, Sequoia Supply (Wickes, Inc. subsidiaries) | CEO roles | Pre‑1987 | Led leveraged buyout of Sequoia Supply to form PrimeSource |
External Roles
| Organization | Role | Tenure | Public/Private/Non‑Profit |
|---|---|---|---|
| National Storage Affiliates Trust (NSA) | Trustee; Lead Independent Trustee | Trustee since 2015; Lead since 2016 | Public REIT |
| Kodiak Building Partners, LLC | Chairman | 2011–Present | Private company |
Board Governance
- Independence: Board determined Mr. Hylbert is independent under NYSE standards (2024 and 2025 determinations).
- Lead Independent Trustee: Serves as Lead Independent Trustee since 2016; sets agendas with the Chair/CEO, presides at executive sessions, leads independent trustee meetings, and liaises between independent trustees and management. Re-appointed for 2025, subject to re-election.
- Committee assignments: Not listed as a member of the Audit, CNCG (Compensation, Nominating & Corporate Governance), or Finance Committees for 2025; primary governance role is Lead Independent Trustee.
- Attendance and engagement: Board held 6 meetings in 2024; all trustees attended at least 75% of Board and committee meetings of which they were members. Independent trustees meet in executive session at least quarterly.
- Board structure: Separate Chair and CEO; strong independent majority (8 of 11 nominees); majority voting in uncontested elections; no classified board.
Fixed Compensation (Director)
| Component | 2024 Structure | 2024 Actual (Hylbert) | 2025 Structure (effective after 2025 AGM) |
|---|---|---|---|
| Base cash retainer | $60,000 | $85,000 (includes Lead Independent premium) | $70,000 |
| Lead Independent Trustee cash | +$25,000 | Included in $85,000 | +$25,000 (unchanged) |
| Committee fees (member/chair) | Audit: $10k/$25k; CNCG: $10k/$25k; Finance: $10k/$20k | Not applicable (not listed on committees) | Audit member increases to $12,500; other fees unchanged |
| Equity retainer | $100,000 | $100,000 | $120,000 |
| Delivery mix election | 50–100% of cash can be taken in equity | Elected to take 100% of cash compensation in LTIP units (see Performance Compensation) | Same program |
Notes: The “Fees Paid or Earned in Cash” column in the proxy shows $85,000 for Mr. Hylbert, but he elected to receive 100% of his cash compensation in LTIP units; the grant value was calculated using the closing price on grant date(s) per the program.
Performance Compensation (Director Equity)
| Grant/Element | Instrument | Grant Date(s) | Grant Basis / Price | Units Granted | Vesting Schedule |
|---|---|---|---|---|---|
| Annual director equity + cash‑in‑equity (2024) | LTIP units (Operating Partnership) | 5/16/2024 (programmatic cycle) | Cash/equity valued at $37.84 (5/16/2024 close) | 4,890 LTIP units (aggregate for annual compensation) | Vests on earlier of 5/16/2025 or the day before the 2025 Annual Meeting, subject to service |
Additional notes:
- Independent trustees could elect 50–100% of annual cash comp in equity; Mr. Hylbert elected 100%.
- LTIP units are partnership interests with vesting as above; they convert to OP units upon achieving capital account parity per plan mechanics.
Other Directorships & Interlocks
| Company | Listing | Role | Committee Roles | Overlap/Interlocks |
|---|---|---|---|---|
| National Storage Affiliates Trust | NYSE: NSA | Lead Independent Trustee | Not listed on standing committees for 2025 | N/A |
| Kodiak Building Partners, LLC | Private | Chairman | N/A | No disclosed NSA-related transactions via Mr. Hylbert |
No other current public company directorships disclosed for Mr. Hylbert; no interlocks with NSA competitors/suppliers/customers are disclosed for him.
Expertise & Qualifications
- 40+ years as officer/director; extensive acquisition and “roll-up” transaction experience in building products distribution.
- MBA (University of Michigan); BA (Denison University).
- Board skills matrix tags include public company/board experience, REIT/real estate, business strategy/operations, M&A/capital markets, compliance/regulatory, ERM.
Equity Ownership (Skin‑in‑the‑Game)
| Category | Amount | Details |
|---|---|---|
| Total beneficial ownership | 71,890 | Includes 16,350 Common Shares; 41,186 OP units; 9,464 vested LTIP units; 4,890 unvested LTIP units scheduled to vest by 5/16/2025; represents <1% of shares outstanding |
| Ownership as % of shares outstanding | <1% | As reported in proxy beneficial ownership table |
| Vested vs. unvested | Vested: 9,464 LTIPs; Unvested: 4,890 LTIPs | Per beneficial ownership and outstanding awards disclosures |
| Pledging | None disclosed for Mr. Hylbert | Proxy flags pledging for certain others; none noted for Hylbert |
| Ownership guidelines | In compliance | All officers and independent trustees complied with minimum ownership guidelines as of 3/14/2025 |
Governance Assessment
-
Strengths
- Long-tenured Lead Independent Trustee with defined responsibilities to set agendas, preside over executive sessions, and facilitate independent oversight—positive for board effectiveness.
- Clear independence determination and no disclosed related‑party transactions involving Mr. Hylbert.
- Strong alignment via election to take 100% of cash fees in equity (LTIP units); fixed director pay structure balanced with meaningful equity retainer.
- Board-wide governance practices (majority voting, separate Chair/CEO, recovery policy, no poison pill, anti‑hedging) support investor confidence.
-
Watch items
- Age/refreshment: at age 80 with ~10 years of tenure on NSA’s board; while refreshment is cited as a focus area, succession planning for the Lead Independent role merits monitoring.
- Not currently on standing committees; his influence is concentrated in the Lead Independent role rather than committee oversight (Audit/CNCG/Finance).
-
Overall view: High governance credibility as a seasoned, independent lead director with substantial ownership alignment and no apparent conflicts or attendance issues; continued attention to board refreshment and leadership succession advisable.
Supporting Details
- Compensation consultant and independence: The CNCG Committee retains Ferguson Partners Consulting (FPC); assessed independent (Feb 2025). 2024 fees for director/NEO comp advice: $50,100; other services: $122,500.
- Director fee benchmarking: 2025 increases reflect peer benchmarking; base cash to $70k, equity to $120k; Audit member fee to $12.5k.
- Shareholder say‑on‑pay support: Company reports average 97.3% approval over last 5 years.
- Board activity: 6 Board meetings in 2024; all trustees ≥75% attendance; independent trustees hold at least quarterly executive sessions.