Paula Mathews
About Paula Mathews
Paula Mathews (age 73) served as an independent director of SmartStop Self Storage REIT, Inc. (SMA) from January 2016 until her retirement effective June 30, 2025; she was nominated for re‑election at the June 24, 2025 annual meeting prior to her retirement . She brings decades of real estate and self‑storage operating experience, having held senior roles at SmartStop affiliates and pension real estate advisory firms, and holds a B.S. from the University of North Carolina, Chapel Hill .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SmartStop Self Storage REIT, Inc. (SMA) | Independent Director | Jan 2016 – Jun 30, 2025 | Independent director; not listed as a member of Audit, Compensation, or Nominating committees in 2024 |
| SmartStop Self Storage REIT, Inc. (SMA) | Secretary; Executive Vice President | From formation to Jun 2018 | Senior operating and governance roles pre‑independence designation |
| Strategic Asset Management I, LLC (f/k/a SmartStop Asset Management, “SAM”) | Executive Vice President | Jan 2013 – Apr 2020 | Affiliate leadership; relevant to related‑party awareness |
| Strategic Student & Senior Housing Trust, Inc. (SSSHT) | Executive Vice President (to Apr 2020); Secretary (to Jun 2018) | Through listed dates | Affiliate governance/operations |
| Strategic Storage Growth Trust (SSGT); Strategic Storage Trust IV (SST IV) | Executive Vice President; Secretary | Through Jun 2018 | Affiliate governance/operations |
| SmartStop Self Storage, Inc. (predecessor, acquired 2015) | Executive Vice President; Assistant Secretary | Aug 2007 – Oct 1, 2015 | Predecessor operating roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Strategic Storage Trust II, Inc. | Director | Evidenced in SEC registration filings dated Nov 30, 2016 | Signed as Director on Form S‑3; non‑traded REIT affiliate at the time |
Board Governance
- Independence: The Board determined Ms. Mathews met NYSE “independent” standards alongside Messrs. Morris, Mueller and Perry .
- Committee assignments: 2024 committee rosters list only Mueller/Morris/Perry across Audit (Chair: Mueller), Compensation (Chair: Morris), and Nominating & Corporate Governance (Chair: Perry); Ms. Mathews was not listed on these committees .
- Lead Independent Director: Harold “Skip” Perry; scope includes presiding over executive sessions, board/CEO liaison, and CEO evaluation .
- Attendance: Board held 11 meetings in 2024; each director attended at least 75% of Board/committee meetings of which they were members .
- Retirement: Retired from the Board effective June 30, 2025; resignation not due to any disagreement with the Company .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned (Cash) | $64,000 | Exceeds $62,500 base cash retainer by $1,500, consistent with per‑meeting fee after 10+ meetings (Board met 11x in 2024) |
| Equity Award (Grant‑date fair value) | $80,000 | Annual equity to non‑employee directors upon re‑election; vests in one year |
| Other Compensation | $393 | Company‑paid life insurance premium for director’s beneficiaries |
Program structure (for context):
- Standard retainers: Director $62,500; Lead Independent +$10,000; Committee Chairs: Audit $20,000, Comp $15,000, Nominating $15,000; Non‑chair committee members: Audit $10,000; Comp $7,500; Nominating $7,500; Per‑meeting fee $1,500 when Board or a committee meets >10x/year .
Performance Compensation (Director)
| Award Type | Metric Linkage | Vesting | Notes |
|---|---|---|---|
| Annual Director Equity | None (time‑based) | 1 year from re‑election | No performance metrics for director equity; intended to align director interests with shareholders |
No director‑level performance metric framework is disclosed; performance metrics in the proxy apply to executive officer incentives, not to directors .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Relevance |
|---|---|---|---|
| Strategic Storage Trust II, Inc. | Public non‑traded REIT (affiliate) | Director (2016 filing) | Affiliate ties; context for related‑party awareness |
Expertise & Qualifications
- 40+ years across real estate investment/operations including self‑storage; senior roles at The Irvine Company, TCW Realty Advisors (CBRE Investors), KBS Realty Advisors, and other advisors; private consulting in acquisition/disposition due diligence .
- Self‑storage domain expertise via extensive SmartStop platform roles; deep operating, governance and portfolio management experience .
- Education: B.S., University of North Carolina, Chapel Hill .
Equity Ownership
| Measure | Value | Details |
|---|---|---|
| Total Beneficial Ownership (shares/units) | 37,288 | 7,176 common + 30,112 issuable upon conversion/exchange; <1% of ~55.1M shares outstanding as of Apr 25, 2025 |
| Vested vs. Unvested (cumulative awards to 12/31/2024) | 7,385 vested of 8,861 total director RS/ LTIP units | Director grant history and vesting through year‑end 2024 |
| Ownership Guidelines | 5x annual cash retainer for non‑employee directors, to be met within 5 years of later of Apr 1, 2025 adoption or appointment | Applies to directors and executives; policy adopted Apr 1, 2025 |
| Hedging/Pledging Policy | Company states no hedging policy for officers, employees, and directors at this time | Governance risk indicator |
Governance Assessment
-
Strengths:
- Independent director with deep self‑storage and real estate operating expertise; Board deemed her independent under NYSE/SEC rules .
- Solid engagement baseline: Board met 11x in 2024; each director, including Ms. Mathews, attended at least 75% of meetings; straightforward time‑based equity aligns director interests .
- Clear director pay framework with transparent cash/equity mix; adoption of stock ownership guidelines (5x retainer) in 2025 enhances alignment over time .
-
Watch‑items / RED FLAGS:
- Prior senior executive roles at SmartStop and its former sponsor SAM (Executive VP through April 2020) create perceived proximity to management/affiliate transactions, though independence is affirmed; related‑party agreements with SAM persisted in 2024 (e.g., Administrative Services Agreement) .
- Company discloses “no hedging policy” for officers, employees, and directors—contrary to many governance best practices for alignment .
- Not assigned to Audit/Comp/Nominating committees in 2024, limiting direct influence on key oversight levers (risk, pay, nominations) .
- Retirement treatment: Board approved accelerated vesting of 12,412 LTIP units on retirement (approx. $450,000 at June 30, 2025 close), which, while permitted under the LTIP, represents a shareholder‑sensitive optics item for director exits .
Board Events and Insider Actions (2025)
| Date | Event | Details |
|---|---|---|
| Jun 30, 2025 | Retirement | Retired from SMA Board; not due to any disagreement |
| Jun 30, 2025 | Equity Acceleration | Compensation Committee accelerated vesting of 12,412 LTIP units (~$450,000 fair value at 6/30/25 close) under the 2022 LTIP |
Notes on Related‑Party Exposure (Company Context)
- The Nominating & Corporate Governance Committee oversees conflicts of interest and approves related‑party matters; the Company had ongoing dealings with SAM in 2024, including reimbursements under an Administrative Services Agreement (net ~$0.6M expensed, with cross‑reimbursements), and transition from a SAM‑managed transfer agent in 2024 .
- These relationships increase the importance of independent director oversight and committee leadership (which in 2024 resided with other independents) .
Overall signal: Experienced, independent real estate operator with long SmartStop‑ecosystem history; independence affirmed but prior affiliate seniority and the Company’s no‑hedging stance are governance watch‑items. Retirement‑related equity acceleration is notable but disclosed and within plan terms .