David J. Mueller
About David J. Mueller
David J. Mueller (age 72) is an independent director of SmartStop Self Storage REIT (SMA), serving as Chairman of the Audit Committee and a member of the Compensation Committee and the Nominating and Corporate Governance Committee. He is a CPA with more than 35 years of financial management experience in financial services, founded his own CPA firm in 2009, and holds a Finance degree from the University of Wisconsin–Green Bay . The SMA board has determined he is independent under NYSE and SEC rules, and every director, including Mueller, attended at least 75% of 2024 board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Manulife Financial Corporation (incl. John Hancock integration) | Controller of Annuities; CFO of Distribution (Manulife Wood Logan) | Jun 2001 – May 2009 | Led due diligence and integration with John Hancock Financial Services |
| Allmerica Financial Services (insurance/investment arm) | Chief Financial Officer | Prior to Manulife (dates not specified) | Finance leadership in insurance/investments |
| Coopers & Lybrand (Boston) | Auditor (specializing in financial services, real estate, non-profits) | Early career | Audit/financial reporting expertise foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| David J. Mueller CPA firm | Founder & Managing Partner | Since Jun 2009 – present | Consulting, audit, and tax services for small businesses and non-profits |
Board Governance
- Board and committee structure: Mueller is Audit Committee Chair; member, Compensation Committee; member, Nominating & Corporate Governance Committee .
- Audit Committee “financial expert”: Board has designated Mueller as the Audit Committee financial expert under SEC rules .
- Committee activity: Audit (5 meetings in 2024), Compensation (4), Nominating & Corporate Governance (4) .
- Independence and attendance: Board majority independent; Mueller classified independent; all directors attended ≥75% of 2024 meetings (Board held 11 meetings) .
- Shareholder vote (2025 Annual Meeting): Votes For 33,937,836; Withheld 2,007,976 (elected by majority of votes cast) .
Fixed Compensation (Director)
| Component (2024) | Amount (USD) | Source |
|---|---|---|
| Fees Earned or Paid in Cash | $99,000 | |
| Stock Awards (grant-date fair value) | $80,000 | |
| All Other Compensation (life insurance premium) | $393 | |
| Total | $179,393 |
Terms of director pay (context):
- Cash retainer and supplements: Director retainer $62,500; Audit Chair $20,000; Comp Chair $15,000; Nominating Chair $15,000; Non-chair supplements: Audit $10,000; Comp $7,500; Nominating $7,500; per-meeting fee $1,500 if a body meets >10 times in the year .
- Annual equity: Upon re-election, each non-employee director receives an annual equity award with market value $80,000, vesting one year from re-election .
Performance Compensation (Director Equity Mechanics)
| Instrument | Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual Director Equity Award | $80,000 | Vests 1 year from re-election date | Time-based; not tied to performance metrics |
Recent Form 4 awards to Mueller (LTIP Units):
| Filing Date | Transaction Date | Type | Security | Units | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| 2025-06-26 | 2025-06-24 | A (Award) | Long-Term Incentive Plan Units | 2,814 | 7,234.25 | |
| 2025-04-03 | 2025-04-01 | A (Award) | Long-Term Incentive Plan Units | 7,678 | 7,678 | |
| 2025-04-03 | 2025-04-02 | A (Award) | Long-Term Incentive Plan Units | 1,920 | 1,920 |
Notes:
- Director equity is time-based (no disclosed performance metrics for directors). Company performance metrics disclosed in the proxy relate to executive officer compensation, not director pay .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Current public company boards (other than SMA) | None disclosed in SMA’s proxy biography for Mueller . |
| Compensation Committee interlocks | None; no member (incl. Mueller) was an officer/employee in 2024, and no Item 404 relationships requiring disclosure . |
Expertise & Qualifications
- CPA; finance and audit lineage through Coopers & Lybrand; CFO roles in financial services; audit committee financial expert designation .
- More than 35 years of financial management experience across financial services firms; integration/due diligence with John Hancock while at Manulife .
Equity Ownership
| As of April 25, 2025 | Shares Beneficially Owned | Shares Issuable on Conversion/Exchange | Total | % of Class |
|---|---|---|---|---|
| David J. Mueller | 7,191 | 2,944 | 10,135 | <1% |
| Total shares outstanding reference | 55.1 million (context for % ownership) | |||
| Source |
Restricted Stock/LTIP history (cumulative):
| As of Dec 31, 2024 | Total Restricted Stock or LTIP Units Granted | Vested | Source |
|---|---|---|---|
| Mueller | 11,611 | 10,135 |
Stock ownership guidelines:
- Directors must own equity worth at least 5× annual cash retainer within five years of the later of April 1, 2025 (policy adoption) or their board start date .
Governance Assessment
- Board role and independence: Independent director; Audit Chair; designated audit committee financial expert; board/committee engagement through multiple committees and defined meeting cadence .
- Shareholder support: Received 33,937,836 votes “For” vs 2,007,976 “Withheld” at the 2025 annual meeting, indicating investor backing for his re-election .
- Pay alignment and structure (director): Balanced cash/equity mix; equity vests in one year; clear fee schedule; modest perquisites (life insurance premium $393) .
- Ownership alignment: Beneficial ownership totals 10,135 with <1% of class; director ownership guidelines require 5× retainer within five years of April 1, 2025; compliance status not disclosed .
- Conflicts oversight: Compensation Committee disclosed no Item 404 relationships for its members (includes Mueller) . Company maintains related-party disclosures (primarily with former sponsor SAM) reviewed and approved by independent directors; Audit Committee oversees risk including cybersecurity .
- Potential RED FLAGS to monitor: Company states it does not have a hedging policy for officers, employees, and directors at this time (some investors view absence of anti-hedging policy as a governance risk) . Related-party transactions exist with affiliates (e.g., transfer agent transition fee; administrative services with SAM), though subject to independent review .