Nicholas Look
About Nicholas Look
Nicholas M. Look, age 42, is General Counsel and Secretary of SmartStop Self Storage REIT, Inc. (SMA) since June 2019; he previously served as Senior Corporate Counsel at SmartStop Asset Management (SAM), and practiced corporate/securities law at K&L Gates LLP and Latham & Watkins LLP. He holds a B.S. in Computer Science (UC Irvine) and a J.D. (Pepperdine), and is a member of the State Bar of California . During his tenure, SMA listed on the NYSE in April 2025 and completed a public offering, with pay-for-performance structures tied to same‑store NOI/FFO and a relative revenue growth LTIP; SMA’s 2024 cumulative TSR was 108.23 (vs FTSE Nareit All Equity 117.56), net income was $(5.9)M, and same‑store NOI growth was −1.7% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SmartStop Asset Management (SAM) | Senior Corporate Counsel | Jun 2017–Jun 2019 | Corporate/securities counsel across capital markets, M&A, governance for affiliated programs |
| K&L Gates LLP | Corporate Counsel | Apr 2014–Jun 2017 | Counsel to public/private companies on securities, capital markets, M&A, governance |
| Latham & Watkins LLP | Corporate Counsel | Oct 2010–Apr 2014 | Corporate/securities matters and capital markets for public/private companies |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Strategic Storage Growth Trust III, Inc. (SSGT III) | Secretary | Since formation | Governance and compliance support for sponsored self‑storage REIT |
| Strategic Storage Trust VI, Inc. (SST VI) | Secretary | Since formation | Governance and compliance support for sponsored self‑storage REIT |
| Strategic Storage Trust IV, Inc. (SST IV) | Secretary | Until Mar 2021 merger | Transition through merger into SMA subsidiary |
| Strategic Storage Growth Trust II, Inc. (SSGT II) | Secretary | Until Jun 2022 merger | Transition through merger into SMA subsidiary |
| Strategic Student & Senior Housing Trust, Inc. (SSSHT) | Assistant Secretary | Sep 2017–Jun 2019 | Governance support for non‑traded REIT sponsored by SAM |
Fixed Compensation
- Not disclosed for Mr. Look in the 2024 NEO tables; SMA’s NEO list does not include the General Counsel .
Performance Compensation
| Incentive Type | Grant/Metric | Quantity/Structure | Vesting | Notes |
|---|---|---|---|---|
| Listing Equity Grant (LTIP Units) | NYSE listing grants to execs | 29,319 LTIP Units to Nicholas M. Look | Either one installment 6 months post‑offering (Oct 1, 2025) or ratably over 4 years with first tranche at 1‑year anniversary (Apr 1, 2026), subject to continuous service | Aggregate listing grants included 289,410 RS, 55,484 RSUs, 287,080 LTIP Units to employees/directors |
| Long‑Term Incentive Program (Performance) | Relative 3‑year avg same‑store revenue growth vs peers (PSA, EXR, CUBE, NSA) | 0–200% of target based on ranking (Last→1st place) | Vests after 3‑year performance period; 2022 grant vested at 100% in Mar 2025 (program‑level disclosure) | Awards may be RS or LTIP; executive elections allowed |
| Short‑Term Incentive Program (Program design) | Metrics/weights (company program) | Same‑store NOI, FFO (as adjusted) per share, G&A; strategic/individual goals. CEO weights: 30/30/10/30; other NEOs vary | Threshold/Target/Max payouts; 2024 actuals: Same‑store NOI −1.7%; FFO as adj $1.70; G&A $29.4M (adjusted) | Mr. Look’s specific STI not disclosed; table reflects corporate program design |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (direct/common) | 2,071 shares |
| Common stock issuable upon conversion/exchange of other securities | 21,071 shares |
| Total beneficial ownership | 23,143 shares (<1%) |
| Stock ownership guidelines | CEO: 5× base salary; other executive officers (incl. General Counsel): 3× base salary; within 5 years from Apr 1, 2025 or appointment |
| Hedging/Pledging | No company‑wide hedging policy at this time ; restricted stock awards/units carry transfer/pledge restrictions until vesting |
Employment Terms
| Term | Details |
|---|---|
| Role/tenure | General Counsel & Secretary since June 2019 |
| Severance multiple (without CoC) | 1.5× (President, CIO, CFO, COO, General Counsel, CAO): Base Salary + Average Cash Bonus; installments over 1.5 years |
| Change‑of‑Control severance multiple | 2.0× for officers other than CEO; lump sum if CoC is a 409A CIC; otherwise installments; within 12 months after CoC; double‑trigger |
| Benefit continuation | Company‑paid medical coverage or COBRA cash equivalent during severance period, subject to COBRA elections/eligibility |
| Equity treatment (termination) | Time‑based awards: accelerate as if 12 months of forward vesting; Performance‑based: remain outstanding, pro‑rata vesting based on days employed and actual performance |
| Equity treatment (CoC) | Time‑based awards: single‑trigger acceleration immediately prior to CoC; Performance‑based: vest at actual achievement if not assumed; if assumed and terminated within 12 months, pro‑rata vesting rules apply |
| Notice & release | 60‑day notice on terminations by either party; general release required for severance payments; 55‑day effectiveness window |
| Restrictive covenants | Non‑compete during employment; post‑employment restriction period: CEO/President 18 months; CIO/CAO 12 months; other officers (incl. GC) 9 months; non‑solicit employees/customers; confidentiality; non‑disparagement |
| Clawback | Subject to recoupment policies required by law/exchange (e.g., Dodd‑Frank) |
| 280G/excise tax | Post‑listing, excise tax gross‑up removed; plan applies “best‑net” cutback to avoid 4999 excise tax |
| Dispute resolution | ERISA top‑hat welfare plan; claims procedure and binding arbitration (JAMS); confidentiality |
Performance & Track Record (Company context during Look’s tenure)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Company cumulative TSR (Value of $100) | $104.94 | $109.80 | $108.23 |
| Peer group cumulative TSR (FTSE Nareit All Equity Index) | $75.05 | $112.04 | $117.56 |
| Net Income (Loss) | $21,669,452 | $11,646,760 | $(5,887,000) |
| Same‑Store NOI Growth | 16.5% | 3.1% | −1.7% |
Additional operating data: 2024 same‑store revenue was $202.5M (+0.4% YoY), same‑store average occupancy 92.2%, annualized rent per occupied sq. ft. $20.02 .
Investment Implications
- Alignment and retention: Look holds 23,143 shares/rights (<1%); the 29,319‑unit listing LTIP and 4‑year vesting schedule create forward retention and could add periodic supply around vesting dates (Oct 1, 2025 for six‑month grants; Apr 1 annually from 2026 for 4‑year tranches), subject to trading windows .
- Change‑of‑control economics: Double‑trigger severance at 2.0× (salary+bonus), single‑trigger acceleration of time‑based equity at CoC, and pro‑rata performance award vesting if terminated post‑CoC—attractive but moderated by 280G cutback and clawback policy adoption, reducing shareholder‑unfriendly gross‑ups .
- Pay‑for‑performance levers: Corporate incentive design uses hard financial metrics (same‑store NOI, FFO/share, G&A) and a rigorous relative revenue growth LTIP; 2024 fundamentals were mixed (NOI −1.7%, FFO adj $1.70, G&A better than target), which should temper cash bonuses; Look’s specific STI terms are not disclosed, but equity incentives remain a meaningful alignment mechanism .
- Governance/risks: No hedging policy; RS/ LTIP transfers/pledging restricted until vest; robust non‑compete/non‑solicit terms and arbitration framework support retention and post‑separation protections; related‑party arrangements with SAM are overseen by independents, but continued monitoring is warranted -.