William Cowan
About William Cowan
William S. Cowan, Jr. is Executive Vice President & Chief Strategy Officer at National Storage Affiliates Trust (NSA), appointed in May 2023; age 49 in the 2025 proxy (48 in 2024) . He oversees strategic initiatives including acquisitions, dispositions, investor relations, risk management, insurance, and internal audit; previously a Managing Director in Jefferies’ Real Estate, Gaming, Lodging & Leisure group and earlier at Bank of America Merrill Lynch; he served in the U.S. Army (25th Infantry Division), rising to Captain; he holds an MBA from UVA Darden (Faculty Award for Academic Excellence) and a BA from Davidson College (Army ROTC Scholarship) . 2024 annual incentive metrics included relative Same Store NOI growth (actual: Peer Average less 3.6%), Core FFO/share growth (actual: -9.3%), acquisitions ($188.9M actual), and strategic initiatives (actual: 4+), with his overall bonus payout at 69% of target . NSA’s three-year relative TSR for the performance period ending 12/31/2023 ranked ~67th percentile vs MSCI US REIT Index and 4th among storage REIT peers, driving performance equity vesting for programmatic awards (pre-Cowan period) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jefferies LLC | Managing Director, Real Estate, Gaming, Lodging & Leisure | 2012–2023 | Led U.S. coverage for self storage, multifamily, industrial, net lease; involved in $160B advisory and capital markets transactions |
| Bank of America Merrill Lynch | Real Estate, Gaming & Lodging Group | Prior to 2012 | Investment banking roles in real estate sectors |
| U.S. Army (25th Infantry Division) | Officer (Captain) | Prior | Leadership and operations; rose to rank of Captain |
External Roles
- Not disclosed in proxy materials .
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2023 (annualized) | 525,000 | Became effective upon appointment on May 31, 2023; actual paid in 2023 totaled $286,393 |
| 2024 | 536,025 | 2% increase vs 2023 annualized |
| 2025 (approved) | 560,146 | Approved by CNCG Committee based on role/responsibilities |
| Year | Target Bonus ($) | Actual Bonus Paid ($) | Actual as % of Target |
|---|---|---|---|
| 2023 (prorated) | 306,250 | 183,750 | 60% |
| 2024 | 536,025 | 369,288 | 69% |
Performance Compensation
2024 Annual Incentive Metrics and Outcomes (Cowan-specific weighting)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Notes |
|---|---|---|---|---|---|---|
| Same Store NOI Growth vs Peer Average | 20% | Peer Avg less 2% | Peer Avg | Peer Avg + 2% | Peer Avg less 3.6% | Relative metric vs self storage REIT peers |
| Core FFO per Share Growth | 30% | (8)% | (5)% | (2)% | (9.3)% | Non-GAAP per Appendix A |
| Acquisitions ($ millions) | 10% | $100.0 | $150.0 | $200.0 | $188.9 | Includes JV capital |
| Strategic Initiatives | 30% | 1 | 2 | 4 | 4+ | New PROs/JVs/partnerships/strategic investments |
| Individual Goals | 10% | 1 | 3 | 5 | 3 | Tailored objectives |
- Overall payout: 69% of target (Actual bonus $369,288 on target $536,025) .
- Payout range: linear interpolation 50–150% across metrics; overall bonus determined by CNCG Committee .
Long-Term Equity Incentive Awards
| Grant Date | Instrument | Threshold Units | Target Units | Max Units | Time-based Units | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| Jan 1, 2024 | Performance LTIP Units | — | 13,526 | 27,052 | — | 660,000 |
| Jan 1, 2024 | Time-based LTIP Units | — | — | — | 10,611 | 440,000 |
| Dec 2, 2024 | Performance LTIP Units | — | 13,563 (4,521 per metric x3) | — | — | 584,972 |
| Dec 2, 2024 | Time-based LTIP Units | — | — | — | 9,044 | 390,068 |
- 2024 performance metrics for Dec 2 grants: (1) G&A savings, (2) migration of certain properties to company platforms by June 30, 2025, (3) successful completion of PRO internalization (each metric allocated 4,521 units) .
- Program design historically 60% performance-based / 40% time-based for programmatic grants; Cowan’s initial 2023 sign-on grant totaled 66,836 LTIP units (38,241 time-based vesting over 4 years; 28,595 max performance-based), valued at $2,000,000 .
Equity Ownership & Alignment
| As of | Beneficially Owned Common Shares | Percent of Outstanding | Ownership Guideline Requirement | Multiple of Required Amount Owned |
|---|---|---|---|---|
| Mar 15, 2024 | — | <1%* | 3x base salary | 0.9x |
| Mar 14, 2025 | 7,179 | <1% | 3x base salary | 1.4x |
- Outstanding equity awards at FY-end 2024: 54,254 unvested time-based LTIP units; 69,210 unvested performance-based LTIP units (market values $2,056,769 and $2,623,751 respectively) .
- Time-based vesting schedule (Cowan): 3,537 on Jan 1, 2025; 17,300 on Jun 10, 2025; 3,537 on Jan 1, 2026; 10,471 on Jun 10, 2026; 9,044 on Dec 2, 2026; 3,537 on Jan 1, 2027; 6,828 on Jun 10, 2027 .
- Hedging prohibited; pledging limited to the lesser of 50% of an individual’s Common Shares/OP units or 2.5% of NSA’s outstanding Common Shares, subject to Board approval and remediation if exceeded; Section 16 officers/trustees covered .
- Stock options: none outstanding (option columns omitted) .
- Minimum equity ownership guidelines require compliance within 5 years of becoming subject to the policy; excludes pledged shares when assessing compliance .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment start date | May 31, 2023; appointed EVP & Chief Strategy Officer |
| Severance (without “cause” or for “good reason”) | Cash severance equal to 1x (base salary + greater of average last two years’ bonus or target bonus) for Cowan; continued medical benefits for 1 year; 100% acceleration of unvested shares/share-based awards, subject to release |
| Change-in-control | Double-trigger benefits in pay governance; “good reason” includes title/role diminution, reporting lines, and compensation reductions within 24 months post-CIC (for NEOs other than Togashi) |
| Clawback | Policy to recover erroneously awarded incentive compensation per SEC/NYSE rules |
| Potential termination payments (12/31/2024 illustrative) | Without cause/for good reason: Base $558,359; Annual Bonus $905,313; Medical $13,980; LTIP units vesting 123,464; LTIP value $4,680,520; Total $6,158,172 |
| Death or disability (12/31/2024 illustrative) | Base $22,334; Annual Bonus $369,288; Medical $13,980; LTIP units vesting 82,728; LTIP value $3,136,218; Total $3,541,820 |
Performance & Track Record
- 2024 operating metrics reflected industry pressures: Core FFO/share growth -9.3% and relative Same Store NOI growth under peer average; acquisitions execution remained strong at $188.9M and strategic initiatives achieved 4+, driving a 69%-of-target bonus .
- For the 2021–2023 performance period, NSA’s relative TSR ranked ~67th percentile vs MSCI US REIT Index and 4th vs storage peers, supporting vesting outcomes for programmatic awards (pre-dating Cowan’s appointment) .
Say-on-Pay & Shareholder Feedback
- 2025 annual meeting: non-binding advisory vote on NEO compensation—For: 60,933,299; Against: 4,334,674; Abstain: 170,872 .
- 2024 annual meeting: non-binding advisory vote—For: 61,665,500; Against: 2,700,074; Abstain: 107,832 .
- NSA highlights “consistently high support,” averaging 97.3% over the last 5 years in proxy disclosures .
Compensation Structure Analysis
- Shift to balanced pay-for-performance: annual incentives use objective metrics (relative Same Store NOI, Core FFO/share growth, acquisitions, strategic initiatives) with linear payout 50–150%, plus tailored individual goals .
- Equity mix emphasizes at-risk pay: programmatic grants historically 60% performance-based/40% time-based, with Cowan’s 2023 sign-on grant sized for retention and performance alignment (66,836 LTIPs; $2.0M) .
- Governance safeguards: clawback policy; prohibition on hedging; limited pledging; double-trigger CIC .
Equity Ownership & Alignment Details
| Category | Detail |
|---|---|
| Beneficial ownership | 7,179 common shares as of Mar 14, 2025; <1% of shares outstanding |
| Vested vs unvested | As of 12/31/2024: 54,254 unvested time-based; 69,210 performance-based unvested |
| Upcoming vesting | Major time-based vestings on 6/10/2025 (17,300) and 6/10/2026 (10,471) may create windowed liquidity considerations |
| Ownership guidelines | Required 3x base salary; owned ~0.9x in 2023 and ~1.4x in 2024; five-year compliance window |
| Pledging/hedging | Hedging prohibited; pledging limited to defined thresholds; remediation required if exceeded |
Employment Terms (Key Contract Economics)
| Item | Economics |
|---|---|
| Severance multiples | 1x salary+bonus multiple for Cowan under without cause/for good reason terminations |
| Benefit continuation | 1 year of health benefits (Cowan) |
| Equity acceleration | 100% of unvested awards vest upon without cause/for good reason termination; prorated vesting for time-based awards upon death/disability; performance awards vest per award terms |
| Good reason (post-CIC) | Includes title/responsibility changes and compensation reductions within 24 months (for NEOs other than Togashi) |
| No excise tax gross-ups | Confirmed in pay governance features |
Investment Implications
- Compensation alignment: Heavy reliance on objective metrics and performance equity supports pay-for-performance; 2024 underperformance on Core FFO/share and relative NOI implies sensitivity to operating momentum; upside tied to acquisitions and strategic initiatives execution .
- Near-term vesting calendar: Concentrated time-based vestings (e.g., June 10 dates and Dec 2 program grants) may create periodic supply; monitor Form 4 activity around those windows for selling pressure signals .
- Ownership build vs guidelines: Cowan’s progress from 0.9x to 1.4x toward a 3x requirement suggests continued accumulation; hedging prohibited and pledging constrained, which is alignment-positive but may limit liquidity alternatives .
- Retention and exit economics: 1x severance multiple is modest, but full equity acceleration on termination without cause/for good reason increases exit cost; double-trigger CIC mitigates single-trigger windfalls .
- Shareholder support: Strong historical say-on-pay support and explicit governance controls (clawback, no excise tax gross-ups) reduce governance risk; track any adjustments to performance metric calibration in weaker macro to avoid goal-softening .