Tamara Fischer
About Tamara Fischer
Tamara D. Fischer (age 69) is Executive Chairperson of National Storage Affiliates (NSA) since April 2023 and a trustee since 2020; prior roles include CEO (Jan 2020–Mar 2023), President (Jul 2018–Jun 2022), and CFO (2013–Dec 2019). She is a certified public accountant (inactive) with a BA in business administration from Case Western Reserve University; her core credentials span REIT finance, self-storage operations, and board governance . Performance context: NSA’s 2024 Core FFO per share was $2.44 (down from $2.69 in 2023), same-store revenue declined 3.0% and same-store NOI declined 5.5% YoY, while a $100 TSR grew to $142 vs $118 for the Nareit All Equity REIT Index; 2022–2024 relative TSR awards did not vest (24th percentile vs MSCI US REIT Index) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Storage Affiliates | CFO → President → CEO → Executive Chairperson | 2013–Present | Led IPO-era finance, scaled operations; transitioned to Executive Chair to separate Chair/CEO roles . |
| Vintage Wine Trust (REIT) | EVP & CFO | 2004–2008 | Finance leadership in specialized net-lease REIT; sector diversification . |
| Chateau Communities (REIT) | EVP & CFO | 1993–2003 | CFO at large manufactured home REIT; capital markets and REIT operations . |
External Roles
| Organization | Role/Committee | Years | Notes |
|---|---|---|---|
| NSA | Trustee | Since 2020 | Executive Chair; non-independent by role . |
| Mid-America Apartment Communities (MAA) | Director; Audit & Real Estate Investment Committees | Since 2023 | Public multifamily REIT board experience . |
| Duke Realty (DRE) | Director | 2020–2022 | Industrial REIT board (pre-merger) . |
| JLL Income Property Trust | Director | Since 2023 | Non-listed REIT governance . |
| Nareit | Advisory Board of Governors | Since Jan 2025 | Industry leadership; prior Executive Board (2021–2024) . |
| Self Storage Association | Director; Past Chair | 2020–2024 | Sector advocacy and standards . |
Fixed Compensation
| Component | 2024 | 2025 Approved | Notes |
|---|---|---|---|
| Base Salary | $300,000 | $313,500 | 2025 adjustments aligned to survey benchmarks . |
| All Other Compensation (401k match) | $13,800 | — | Per proxy; no other perquisites disclosed . |
Performance Compensation
2024 Annual Incentive (Cash)
| Metric | Weight | Threshold | Target | Max | Actual | Overall Payout |
|---|---|---|---|---|---|---|
| Same-Store NOI Growth vs Peer Avg | 25% [for Fischer] | Peer Avg −2% | Peer Avg | Peer Avg +2% | Peer Avg −3.6% | 61% of target overall |
| Core FFO per Share Growth | 30% | −8% | −5% | −2% | −9.3% | |
| Acquisitions ($mm) | 10% | $100 | $150 | $200 | $188.9 | |
| Strategic Initiatives | 25% | 1 | 2 | 4 | 4+ | |
| Individual Goals | 10% | 1 | 3 | 5 | 3 | |
| Actual Bonus Paid | $245,560 | — | Target $400,000 | — | — | 61% of target |
2024 Equity Awards (LTIP Units)
| Grant | Type | Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Jan 1, 2024 | Time-based | 8,681 | $360,000 ($41.47/unit) | 1/3 each Jan 1 2025/2026/2027 . |
| Jan 1, 2024 | Performance-based (Relative TSR: MSCI 70%, Storage Peers 30%) | Threshold 5,534; Target 11,067; Max 22,134 | $540,000 at target ($48.79/unit) | 3-year cliff at 12/31/2026 based on percentiles/bps vs benchmarks . |
| Dec 2, 2024 (PRO internalization) | Time-based | 7,513 | $324,036 ($43.13/unit) | Cliff vest 12/2/2026 . |
| Dec 2, 2024 (PRO internalization) | Performance-based (3 one-third metrics) | 11,268 (3,756 each metric) | $485,989 ($43.13/unit) | Cliff vest 12/2/2025 upon: (1) G&A savings, (2) platform migration by 6/30/2025, (3) completion of internalization; interim distributions per award terms . |
Outcome of prior cycle: No vesting for 2022–2024 performance-based awards (24th percentile vs MSCI; −2165 bps vs storage peers) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 482,117 equivalent common shares (incl. 18,000 common shares; 448,506 OP units; 15,611 vested LTIP units); excludes 110,887 unvested LTIPs; has/ shares voting power over 1,500 Series A preferred shares . |
| Ownership % of Outstanding | <1% (“*” per table) . |
| Ownership Guidelines | Required 6x salary; held ~11.5x as of 12/31/2024 (compliant) . |
| Pledging | No pledging disclosed for Fischer; company limits pledging and prohibits hedging; Section 16/ trustees capped by policy . |
| Unvested/Outstanding Awards (12/31/2024) | Time-based unvested 27,077 units ($1,026,489 at $37.91); Performance-based unvested 58,906 units ($2,233,126) . |
| Upcoming Vesting Milestones | Time-based: 1/1/2026 and 1/1/2027 tranches; Internalization time-based: 12/2/2026; Internalization performance-based: 12/2/2025 subject to metrics . |
Employment Terms
| Provision | Fischer Terms |
|---|---|
| Agreement Term | 3-year term; auto one-year extensions unless 90-day non-renewal notice . |
| Severance (No Cause/Good Reason) | 3x (base salary + greater of average last two bonuses or target bonus); 2 years health benefits; 100% vesting of unvested equity; accrued pay/bonus . |
| Death/Disability | Accrued items; prorated bonus; 2 years health benefits; prorated vesting per award rules . |
| Change-of-Control | Double-trigger for equity: 100% vesting upon termination without cause or good reason within 24 months post-CoC (for NEOs other than CFO’s special case) . |
| Clawback | Recovery policy for erroneously awarded incentive compensation (SEC/NYSE-compliant) . |
| Non-Compete / Non-Solicit | 2 years after termination . |
| Tax Gross-ups | No excise tax gross-ups; cutback to avoid 4999 if economically beneficial . |
Board Governance
- Dual-role implications: Fischer is Executive Chair and a trustee (non-independent); NSA mitigates with a separated CEO role and a long-tenured Lead Independent Trustee (Paul Hylbert) who presides over executive sessions, sets agendas with management, and serves as liaison to independent trustees .
- Committees: Board has Audit, CNCG (Compensation, Nominating & Corporate Governance), and Finance; chair/membership entirely independent; Fischer is not listed on board committees due to executive role .
- Independence and attendance: 8 of 11 nominees are independent; Board held 6 meetings in 2024; all trustees attended ≥75% of board/committee meetings .
- Director compensation: Non-independent trustees (including Fischer) receive no trustee pay; independent trustee program includes base cash $60k and equity $100k in 2024, with 2025 increases to $70k cash, $120k equity, and higher Audit member fees; many elected to take cash in LTIP units .
- Say-on-Pay: NSA reports strong historical support, averaging 97.3% over the last five years .
Investment Implications
- Pay-for-performance alignment: Fischer’s 2024 compensation blended modest fixed salary ($300k) with performance-driven components (61% of target cash bonus; majority of LTIP value performance-based on relative TSR), and prior cycle’s non-vesting of 2022–2024 TSR awards indicates a high bar tied to shareholder returns .
- Near-term vesting pressure: The Dec 2, 2024 internalization performance LTIPs cliff vest on Dec 2, 2025 contingent on operational milestones (G&A savings, platform migration, completion), potentially increasing insider distribution accruals and Form 4 activity around that date; monitor award metric disclosures and subsequent vesting outcomes .
- Retention and governance: A robust severance framework (3x salary+bonus; full vesting) reduces executive turnover risk but increases potential termination costs; clawback and no gross-up features are shareholder-friendly offsets .
- Ownership alignment: Fischer exceeds stock ownership guidelines (11.5x requirement), with no pledging disclosed; NSA’s hedging prohibition and pledging limits further support alignment, though broader company insiders do have some pledging (e.g., CEO/Nordhagen), warranting ongoing monitoring .
- Performance context: 2024 saw operational headwinds (same-store revenue −3.0%, NOI −5.5%), but TSR outperformed the Nareit All Equity REIT Index and strategic actions (internalization, asset recycling, JVs, share repurchases) support long-term value creation—key levers embedded in incentive design .