Brent Chappell
About Brent Chappell
Brent Chappell, age 60, is an independent director of STSR (since February 2018) who chairs the Nominating & Corporate Governance Committee and the Compensation Committee, and serves on the Audit Committee; he brings 37 years of real estate portfolio management and financing experience, primarily across healthcare REITs, and holds a B.A. (UCLA), MBA (UC Irvine), and a Master of Aging Services Management (USC) . The Board determined he is independent under NYSE standards; in 2024, the Board met six times and each director attended at least 75% of Board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sabra Health Care REIT, Inc. | Executive Vice President – Portfolio Manager | Jul 2017 – May 2022 | Portfolio management for healthcare REIT assets |
| LTC Properties, Inc. | SVP, Investment & Portfolio Management; VP, Investment & Portfolio Management | Jun 2013 – Jun 2017 | Investment/portfolio management for senior housing and healthcare properties |
| Nationwide Health Properties, Inc. (acq. by Ventas) | VP, Portfolio Management | Mar 2006 – Feb 2012 | Portfolio management at healthcare REIT; transitioned post-acquisition by Ventas in Jun 2011 |
| Pacific Life | Director, Asset Management | Not disclosed | Asset management role prior to healthcare REIT experience |
| Catellus Development Corporation; The Koll Company | Asset/Portfolio Management roles | Not disclosed | Various asset and portfolio management roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Strategic Storage Growth Trust III, Inc. (SSGT III) | Independent Director | Not disclosed | Private, non-traded REIT sponsored by an affiliate of STSR’s sponsor |
| Synergy Hospice Care, Inc. | Owner and Chief Financial Officer | Current | Healthcare services operator |
Board Governance
- Board composition and leadership: 3 directors (Chairman H. Michael Schwartz; independents Brent Chappell and Stephen G. Muzzy). No lead independent director due to small board size; the Board will evaluate as it grows .
- Committees and roles (2024):
- Audit Committee: Chair Stephen G. Muzzy; Member Brent Chappell; recommended inclusion of 2024 audited financials in 10-K .
- Nominating & Corporate Governance Committee: Members are Chappell (Chair) and Muzzy; 6 meetings in 2024 .
- Compensation Committee: Members are Chappell (Chair) and Muzzy; 2 meetings in 2024 .
- Independence: Board determined both Chappell and Muzzy are independent under NYSE standards .
- Meetings/attendance: Board held 6 meetings in 2024; each director attended at least 75% of Board and committee meetings .
- Shareholder votes (signal of support): At the 2025 annual meeting, Chappell received 6,291,388 votes for and 799,954 withheld; board slate approved; auditor ratified (BDO) . At the 2024 annual meeting, Chappell received 6,486,082 votes for and 638,121 withheld; auditor ratified .
- Say-on-Pay: No advisory vote on executive compensation on the 2024 or 2025 ballots (only director elections and auditor ratification were presented) .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards – Grant-Date Fair Value ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 43,750 | 7,925 | — | — | 491 (director life insurance premium) | 52,166 |
- Director cash compensation framework (effective May 1, 2018): $30,000 annual retainer; $1,000 per Board/committee meeting (in-person); $1,000 per regularly scheduled telephonic meeting ($250 for special telephonic); Audit Chair receives $2,000 per Audit meeting; other committee chairs $1,500 per chaired committee meeting; daily cap $2,000 ($2,500 for Audit Chair if Audit Committee meets). Directors earned an aggregate of ~ $0.1 million in 2024 .
- Director life insurance: Company reimburses sponsor for director life insurance premiums; 2024 premiums totaled $1,227, including $491 attributable to Chappell .
Performance Compensation
- Equity program structure: Under the Employee and Director Long-Term Incentive Plan, each independent director received an initial 2,500 restricted stock award vesting ratably over 4 years; upon each re-election, an additional 1,250 restricted shares granted, vesting ratably over 4 years .
- Outstanding/vested counts: Chappell has received a total of 11,250 restricted shares; 8,125 were vested as of December 31, 2024 .
- Change-in-control treatment: Upon certain transactions (e.g., merger, sale of substantially all assets), awards may be assumed/replaced; if not, Board may shorten exercisability or cancel awards for cash equal to fair market value at effective time .
- Options/PSUs/performance metrics: No stock options or performance-based metrics are disclosed for directors; equity awards are time-based restricted stock .
| Performance Metric | Weight/Target | Outcome/Notes |
|---|---|---|
| None disclosed for director compensation | N/A | Director equity is time-based restricted stock; no PSU/TSR or financial metric framework disclosed |
Other Directorships & Interlocks
| Company | Type | Role | Committee Positions | Interlocks/Notes |
|---|---|---|---|---|
| SSGT III | Private, non-traded REIT | Independent Director | Not disclosed | Sponsored by affiliate of STSR’s sponsor |
- Compensation Committee interlocks: The Compensation Committee (Chappell, Chair; Muzzy) reported no member served as an officer/employee of STSR/affiliates in 2024 and no relationships requiring Item 404 disclosure; no reciprocal interlocks with other issuers’ comp committees were disclosed .
Expertise & Qualifications
- Domain expertise: 37 years in real estate portfolio management and financing, with deep healthcare REIT experience (Sabra, LTC, Nationwide Health Properties/Ventas) .
- Education: B.A. in Political Science and Business Administration (UCLA); MBA (UC Irvine); Master of Aging Services Management (USC) .
- Committee suitability: Governance experience as chair of Nominating & Corporate Governance and Compensation; Audit Committee service (Audit Chair is Muzzy) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Brent Chappell (Independent Director) | 8,125.00 | * (<1%) |
- Shares outstanding: Approximately 13.1 million as of March 31, 2025 .
- Vesting context: Of total 11,250 restricted shares granted to date, 8,125 shares were vested as of December 31, 2024 .
- Pledging/hedging: No pledging or hedging disclosure specific to directors was identified in the cited sections; only life-insurance-related reimbursements were disclosed for directors .
Governance Assessment
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Strengths/signals:
- Independent leadership in key oversight roles—Chappell chairs both Nominating & Corporate Governance and Compensation and serves on Audit, supporting board processes (evaluations, conflicts review, director pay) .
- Shareholder support: Strong withhold/for vote ratios in 2024 and 2025 director elections, indicating investor acceptance of the slate (Chappell 6.49M for/0.64M withheld in 2024; 6.29M for/0.80M withheld in 2025) .
- Independence confirmation and acceptable attendance (≥75%) enhance board effectiveness .
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Structural considerations:
- No lead independent director due to small board size; two independents expected to provide oversight collectively .
- Externally advised structure with the Compensation Committee administering equity awards (including to advisor/affiliates) based on advisor recommendations warrants ongoing monitoring for potential conflicts, though the committee reported no Item 404 relationships in 2024 .
-
RED FLAGS observed:
- None material disclosed related to related-party transactions, option repricing, or low attendance; director life insurance reimbursements are minor in quantum ($491 for Chappell in 2024) .