Wayne Johnson
About Wayne Johnson
Wayne Johnson, age 67, serves as President and Chief Investment Officer (CIO) of SMA. He has been an executive since the company’s formation in January 2013, CIO since June 2015, and President since June 2019. He holds a B.B.A. in Finance and Real Estate from Southern Methodist University and has decades of commercial real estate experience across development, leasing, acquisitions, and self-storage leadership . In 2024, company performance tied to NEO pay included same-store NOI growth of -1.7% versus a 1.0% target and FFO (as adjusted) per share of $1.70 versus a $1.88 target; company TSR on a $100 initial investment was $108.23 versus $117.56 for the FTSE Nareit All Equity Index peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SmartStop Self Storage REIT (SMA) | Executive Officer | 2013–present | Foundational executive since formation; elevated to CIO (2015) and President (2019) . |
| Strategic Storage Trust I (SST I) | SVP – Acquisitions; later CIO | 2007–2015 | Led acquisitions; elected CIO; SST I merged with Extra Space on Oct 1, 2015 . |
| SSGT, SST IV, SSGT II | CIO (various roles) | Through mergers in 2019, 2021, 2022 | Led investment until each merged into SMA subsidiaries (Jan 24, 2019; Mar 17, 2021; Jun 1, 2022) . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Strategic Storage Growth Trust III (SSGT III) | CIO | Current | Investment leadership for sponsored REIT program . |
| Strategic Storage Trust VI (SST VI) | CIO | Current | Investment leadership for sponsored REIT program . |
| Sponsor/Advisor/Property Manager entities for SSGT III & SST VI | President & CIO | Current | Oversight of sponsor/advisor/property management platforms . |
| Texas Self Storage Association (TSSA) | Board; Past President | Past | Industry leadership and advocacy in self-storage sector . |
Fixed Compensation
Multi-year summary compensation (as disclosed):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $290,000 | $315,000 | $340,000 |
| Discretionary Bonus ($) | — | — | $40,000 |
| Non-Equity Incentive Plan Compensation ($) | $210,000 | $104,500 | $160,850 |
| Equity Awards – Grant Date Fair Value ($) | $275,000 | $310,000 | $350,000 |
| All Other Compensation ($) | $34,021 | $27,919 | $30,861 |
| Total ($) | $809,021 | $757,419 | $921,711 |
2024 annual cash incentive (STIP) design and outcome:
| Item | Value |
|---|---|
| Target bonus ($) | $200,000 |
| Actual cash bonus ($) | $160,850 (80% of target) |
| Discretionary bonus ($) | $40,000 (strategic projects including pursuit of public listing) |
Performance Compensation
Short-Term Incentive Program (2024) structure and performance:
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Same-Store NOI Growth | 25% | 1.0% | -1.7% | Included in overall STIP payout; Wayne’s overall cash bonus paid at 80% of target |
| FFO, as adjusted (per share) | 25% | $1.88 | $1.70 | Included in overall STIP payout; Wayne’s overall cash bonus paid at 80% of target |
| G&A Expense (millions) | 10% | $31.1 | $29.4 (adjusted) | Included in overall STIP payout; Wayne’s overall cash bonus paid at 80% of target |
| Strategic/Individual Goals | 40% | 100% scale | Qualitative assessment | Included in overall STIP payout; Wayne’s overall cash bonus paid at 80% of target |
Long-Term Incentive Program (LTIP) – 2024 grants:
| Award Type | Grant Date | Units | Threshold/Target/Max | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Time-Based LTIP Units | 3/7/2024 | 4,327 | — | $234,500 | Ratable over 4 years; first tranche vests Dec 31, 2024 |
| Performance-Based LTIP Units | 3/7/2024 | Target: 2,131 | 1,066 / 2,131 / 4,262 | $115,500 | 3-year performance period; vesting based on relative 3-year average same-store revenue growth vs peer group |
LTIP – realized performance for 2022–2024 cycle (vested March 13, 2025):
| Cycle | Performance Measure | Peer Group Rank | Units Vested (Wayne) |
|---|---|---|---|
| 2022–2024 | Relative 3-year average same-store revenue growth vs PSA/EXR/CUBE/NSA | 3rd place (Target) | 1,304 |
Option awards: none of the NEOs held options during 2024 .
Equity Ownership & Alignment
Beneficial ownership and outstanding awards:
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 8,863 | Direct/indirect per SEC rules |
| Shares issuable upon conversion/exchange (e.g., LTIP/OP Units convertible within 60 days) | 148,033 | Includes instruments convertible/exchangeable within 60 days |
| Total beneficial ownership | 156,896 | <1% of ~55.1M shares outstanding (as of Apr 25, 2025) |
| Unvested time-based LTIP Units (by grant) | 978 (2/2/2022); 1,952 (2/24/2023); 3,245 (3/7/2024) | Each vests ratably over 4 years; first vesting occurred Dec 31 following grant |
| Unearned performance-based LTIP Units (by grant) | 1,304 (2022 cycle status at 12/31/24); 1,923 (2023 cycle est.); 2,131 (2024 cycle est.) | Vests based on relative performance; cycles complete no later than Mar 31, 2026/2027 |
| Stock/LTIP units acquired on vesting (2024) | 7,656 | Value realized $454,134 |
| Stock ownership guidelines | 3x base salary for non-CEO executive officers; 5-year compliance window starting April 1, 2025 or appointment date |
Pledging/hedging and ownership guideline compliance status: not specifically disclosed in proxy .
Employment Terms
Severance and change-of-control economics:
- Plan framework: Executive Severance and Change of Control Plan adopted June 28, 2019; executives covered as Participants, not individual employment contracts .
- Severance multiples: For CIO, cash severance equals 1.5x the sum of (highest annual salary in prior two years) + (average annual cash bonus over prior three years); increases to 2.0x if termination without cause/for good reason occurs within 12 months following a Change of Control; CEO at 2.0x/3.0x; other executives at 1.0x/2.0x .
- Illustrative potential payments (Wayne Johnson; as of Dec 31, 2024 at $58 NAV per share):
- Without Cause/Good Reason: Severance $765,250; Healthcare $41,756; Equity vesting value $379,768; Other comp $39,231; Total $1,226,005 .
- Change of Control: Severance $1,020,333; Healthcare $55,674; Equity vesting value $561,855; Other comp $39,231; Total $1,677,093 .
- Death/Disability: Cash $200,000; Equity vesting value $561,855; Other comp $39,231; Total $801,086 .
- Equity acceleration:
- At Change of Control: all unvested time-based equity awards vest immediately prior; performance-based awards not continued/assumed vest immediately prior based on actual achievement through CoC date (Committee discretion) .
- If assumed and terminated within 12 months post-CoC: time-based vest immediately on termination; performance-based remain eligible and vest pro rata based on days employed if earned .
- Definitions and restrictive covenants: “Good Reason,” “Cause,” and “Change of Control” defined; receipt of severance conditioned on execution of general release and compliance with confidentiality, non-compete (during employment), non-solicit (extends post-separation: 18 months for CEO/President; 12 months for CIO/CAO; 9 months for other NEOs), and non-disparagement covenants .
- Excise tax gross-up: Plan contemplates a 280G/4999 excise tax gross-up for certain CoC events; this entitlement ceases upon listing on a national stock exchange (assumption in table reflects pre-listing status) .
Investment Implications
- Pay-for-performance linkage is explicit: Wayne’s 2024 STIP tied 60% to quantitative metrics (NOI, FFO/share, G&A) and 40% to strategic/individual goals; outcome was 80% of target amidst NOI and FFO underperformance, signaling compensation discipline .
- Retention and alignment: Significant multi-year LTIP exposure across time-based (four-year) and performance-based (three-year) cycles, plus recent vesting from the 2022–2024 cycle (1,304 units), supports retention but also creates periodic vesting that may increase selling pressure if liquidity exists post-listing .
- Change-of-control dynamics: Single-trigger acceleration for time-based awards and conditional acceleration for performance-based awards, combined with a 2.0x cash multiple post-CoC, creates meaningful CoC optionality that could motivate support for strategic transactions; excise gross-up is shareholder-unfriendly but slated to fall away upon listing .
- Ownership: Beneficial ownership is <1% of outstanding shares, suggesting limited “skin in the game”; adoption of 3x salary ownership guidelines with a five-year compliance runway may gradually improve alignment .
- Execution track record: Leadership across multiple self-storage programs and mergers, industry roles (TSSA), and peer-relative performance that delivered target LTIP vesting for 2022–2024 provide evidence of sector expertise, though 2024 NOI headwinds underscore cyclical risk to STIP outcomes .