Michael Terjung
About Michael Terjung
Michael O. Terjung is Chief Accounting Officer of SmartStop Self Storage REIT, Inc. (appointed June 2019) and is age 48; he is a CPA licensed in California and graduated cum laude with a B.S.B.A. from California State University, Fullerton . Company performance context: cumulative TSR since 12/31/2021 was 108.23, with 2024 same-store NOI growth at -1.7% and FFO (as adjusted) per share of $1.70 versus a $1.88 target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Strategic Student & Senior Housing Trust, Inc. (SSSHT) | Chief Financial Officer & Treasurer | Jan 2017–Dec 2019 | Led finance and treasury for affiliated REIT platform |
| Strategic Storage Growth Trust, Inc. (SSGT) | Chief Financial Officer & Treasurer | Until Jan 2019 merger | Prepared entity for merger into SmartStop portfolio |
| Strategic Storage Growth Trust II, Inc. (SSGT II) | Chief Financial Officer & Treasurer | Jul 2018–Jun 2019 | Finance lead for private REIT prior to consolidation |
| SmartStop Asset Management (SAM) | Chief Financial Officer & Treasurer | Jan 2017–Apr 2022 | Oversaw sponsor/advisor finance for Managed REIT platform |
| SmartStop Self Storage, Inc. (SST I) | Controller | Sep 2014–Oct 1, 2015 | Prepared for merger with Extra Space Storage |
| Strategic Storage Holdings (SSH) | Controller assigned to SST I | Sep 2009–Sep 2014 | Portfolio financial controls during expansion |
| Fleetwood Enterprises, Inc. (NYSE-listed) | Corporate Controller | Jul 2004–Sep 2009 | Responsible for financial reporting and corporate accounting |
| PricewaterhouseCoopers LLP; Arthur Andersen LLP | Audit staff | Sep 2000–Jul 2004 | Audited public/private entities, registrations and offerings |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Auditor | 2000–2004 | SEC reporting and public offering audit experience |
| Arthur Andersen LLP | Auditor | 2000–2004 | Public company audit and registration work |
| Fleetwood Enterprises, Inc. | Corporate Controller | 2004–2009 | Led corporate accounting at NYSE-listed issuer |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $275,000 | $290,000 | $305,000 |
| Target Annual Cash Bonus ($) | $150,000 | $150,000 | $150,000 |
| Actual Cash Bonus Paid ($) | $161,000 | $87,750 | $120,638 |
| Discretionary Bonus ($) | — | — | $32,000 |
| All Other Compensation ($) | $42,385 | $31,417 | $35,294 |
| All Other Compensation Details (2024) | Medical $20,697; 401(k) match $13,800; Insurance $797; Total $35,294 |
Performance Compensation
| Short-Term Incentive (2024) | Metric Weighting | Target | Actual | Payout vs Target | Notes |
|---|---|---|---|---|---|
| Same-Store NOI Growth | 25% | 1.0% | -1.7% | Included in total | Core operating driver for valuation |
| FFO, as Adjusted (per share) | 25% | $1.88 | $1.70 | Included in total | Cash-flow proxy widely used by REITs |
| G&A Expense (millions) | 10% | $31.1 | $29.4 | Included in total | Favorable to target (adjusted for one-time items) |
| Strategic/Individual Goals | 40% | Qualitative | Achieved | Included in total | Technology, Canadian expansion, managed REIT growth |
| Overall Cash Bonus Outcome | — | $150,000 | $120,638 | 80% | Discretionary bonus $32,000 separately awarded |
| Long-Term Incentive (LTIP Units, Grant 3/7/2024) | Type | Grant-Date Fair Value ($) | Units Granted | Vesting Schedule |
|---|---|---|---|---|
| Time-Based | LTIP | $144,050 | 2,658 | Ratable over 4 years; first vest 12/31/2024 |
| Performance-Based (2024–2026 cycle) | LTIP | $70,950 | Threshold 655; Target 1,309; Max 2,619 | Vests after 3-year period based on peer ranking |
| LTIP Performance Outcome (2022–2024 cycle, vested 3/13/2025) | Peer Metric | Company Rank | Units Vested (Terjung) |
|---|---|---|---|
| Relative 3-Year Average Same-Store Revenue Growth vs PSA/EXR/CUBE/NSA | 0–200% scale | 3rd place (Target) | 830 |
Options: None of the NEOs held options during 2024, and vesting in 2024 was solely stock/LTIP units .
Equity Ownership & Alignment
| Beneficial Ownership (as of 4/25/2025) | Direct/Common Shares | Common Issuable (OP/LTIP/convertibles) | Total | Ownership % |
|---|---|---|---|---|
| Michael O. Terjung | 8,142 | 44,041 | 52,183 | <1% |
| Outstanding Equity Awards (as of 12/31/2024) | Award Date | Unvested Time-Based Units | Unearned Performance-Based Units | Vesting Milestones |
|---|---|---|---|---|
| LTIP Units | 2/2/2022 | 623 | 830 (vested 3/13/2025 at target) | Time-based vests ratably 2022–2025; Performance vested 3/13/2025 |
| LTIP Units | 2/24/2023 | 1,260 | 1,241 (target, vest by 3/31/2026) | Time-based vests ratably 2023–2026; Performance cycle ends 2025; vest by 3/31/2026 |
| LTIP Units | 3/7/2024 | 1,993 | 1,309 (target, vest by 3/31/2027) | Time-based vests ratably 2024–2027; Performance cycle ends 2026; vest by 3/31/2027 |
- Stock ownership guidelines adopted April 1, 2025 require executives (other than CEO) to hold equity worth at least 3× base salary within 5 years of April 1, 2025 or appointment date; compliance status is not disclosed .
- Hedging policy: the Company states it does not have a hedging policy for officers, employees, and directors at this time .
- Insider alignment: Terjung purchased 6,000 shares at $30.00 per share in the April 3, 2025 underwritten IPO via the Directed Share Program ($180,000 total) .
Employment Terms
| Term | Provision | Terjung-Specific Multiples/Notes |
|---|---|---|
| Severance Plan | Executive Severance & Change of Control Plan adopted 6/28/2019 (no individual employment agreements) | Applies to NEOs, including CAO |
| Without Cause / Good Reason | Cash severance equals multiple of highest salary in prior 2 years + average bonus of prior 3 years; healthcare continuation during severance period | 1.5× multiple; healthcare continuation for 1.5 years |
| Change of Control + qualifying termination (double trigger) | Lump-sum severance; equity treatment per plan; healthcare continuation | 2.0× multiple; accelerated vesting for time-based awards; performance awards remain eligible and vest pro rata if earned |
| Equity acceleration at CoC (if not assumed) | Unvested performance-based awards vest immediately prior to CoC based on actual performance; time-based vest immediately prior to CoC | See plan; illustrative CoC equity payout for Terjung is $354,155 (time-based $224,762; performance-based $121,415; dividends $7,978) at $58/share assumption |
| Restrictive covenants | Confidentiality (indefinite), non-compete during employment, non-solicit post-separation, non-disparagement | Non-solicit durations: CAO 12 months after separation; CEO/President 18 months; other NEOs 9 months |
| Excise tax gross-up | Gross-up applies pre-listing; ceases upon stock exchange listing | Plan provided gross-up historically; NYSE listing occurred in 2025 |
Performance & Track Record
| Metric/Outcome | Detail |
|---|---|
| 2024 Short-Term Incentive outcomes | Same-store NOI growth -1.7%; FFO (as adjusted) $1.70; G&A $29.4 million vs $31.1 target; overall cash bonus 80% of target for Terjung |
| LTIP performance (2022–2024 cycle) | Company ranked 3rd among PSA/EXR/CUBE/NSA on 3-year average same-store revenue growth; 830 Terjung LTIP units vested 3/13/2025 |
| Vesting activity (2024) | Terjung vested 4,689 units worth $277,996 in 2024; no options outstanding |
Company Performance Context (for pay-for-performance analysis)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $199,569,000* | $218,400,000* | $220,962,000* |
| EBITDA ($) | $116,261,000* | $127,957,000* | $122,538,000* |
- Values retrieved from S&P Global.
Related Party & Governance Notes
- Related party ecosystem: ongoing Administrative Services Agreement with SAM (affiliated sponsor/advisor); reciprocal reimbursements; no Terjung-specific related party transactions disclosed .
- Directed Share Program purchases at IPO: CEO purchased 18,000 shares; Terjung purchased 6,000 shares at offering price; underwriters reserved up to 10% for insiders/friends .
- 2025 Annual Meeting outcomes: directors elected and auditor ratified; Item 5.07 filing did not include a say-on-pay proposal .
Investment Implications
- Retention risk appears manageable given substantial unvested time-based LTIP units through 2027 and performance cycles through 2026–2027; equity vests ratably and performance awards remain eligible even after certain terminations, which reduces near-term attrition incentive .
- Insider alignment: Terjung’s direct/issuable holdings and purchase of 6,000 IPO shares signal alignment; ownership is <1%, but stock ownership guidelines require 3× salary within 5 years (adopted 4/1/2025), increasing alignment pressure .
- Compensation levers are tied to operating discipline (G&A) and portfolio performance (SS NOI, FFO as adjusted), with long-term PSUs/LTIPs linked to relative same-store revenue growth versus sector leaders; 2024 underperformance on NOI/FFO tempered cash bonus outcomes (80% of target) .
- Governance watchpoint: absence of a formal hedging policy for officers/directors could weaken alignment; however, excise tax gross-up under CoC plan ceases upon listing, improving shareholder-friendliness post-NYSE listing .