H. Michael Schwartz
About H. Michael Schwartz
H. Michael Schwartz (age 58) is Chairman of the Board of Strategic Student & Senior Housing Trust, Inc. (STSR); he has served as a director since formation (October 2016) and was STSR’s CEO through March 2022. He holds a B.S. in Business Administration (Finance) from USC and is CEO of STSR’s external Advisor and Sponsor, with 30+ years in real estate, securities, and corporate financial management . STSR’s financial performance improved year-over-year: Revenues rose to $34.9M in FY 2024 (from $32.6M in FY 2023), EBITDA increased, and Net Income swung from a loss in FY 2023 to a profit in FY 2024 .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | $32,592,265 | $34,927,831 |
| EBITDA ($USD) | $4,616,313* | $5,097,194* |
| Net Income ($USD) | -$9,732,297* | $19,265,565* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Strategic Student & Senior Housing Trust, Inc. (STSR) | Chief Executive Officer | 2016 – Mar 2022 | Founding CEO; oversaw external advisory model and portfolio initiatives . |
| Strategic Student & Senior Housing Trust, Inc. (STSR) | Chairman & Director | Oct 2016 – present | Board leadership; governance oversight; affiliate coordination with Advisor . |
| SmartStop Self Storage REIT, Inc. | Chief Executive Officer | Jan 2013 – Jun 2019 | Led self-storage REIT; platform used in later mergers involving sponsor-affiliated REITs . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| STSR Advisor (SSSHT Advisor, LLC) / Sponsor (Strategic Asset Management I, LLC) | Chief Executive Officer | Ongoing | Controls advisory, asset management fees, and transaction economics impacting STSR . |
| SmartStop Self Storage REIT, Inc. | Executive Chairman & CEO | Current | Continues to lead affiliated platform with historical mergers (SSGT, SST IV into SmartStop) . |
| Strategic Storage Trust VI, Inc. (SST VI) | CEO, President & Chairman | Current | Non-traded REIT sponsored by affiliate; demonstrates broader sponsor ecosystem leadership . |
| Strategic Storage Growth Trust III, Inc. (SSGT III) | CEO & Chairman | Current | Private non-traded REIT leadership via sponsor-affiliate . |
| Strategic Storage Trust X (SST X) | CEO & Chairman | Current | Private non-traded REIT leadership via sponsor-affiliate . |
| Strategic Storage Growth Trust II, Inc. (SSGT II) | CEO & Chairman | Through merger in Jun 2022 | Company merged into SmartStop; experience in sponsor-led combinations . |
| Strategic Storage Trust IV, Inc. (SST IV) | CEO | Through merger in Mar 2021 | Company merged into SmartStop; consolidation track record . |
| Strategic Storage Growth Trust, Inc. (SSGT) | CEO & Chairman | Through merger in Jan 2019 | Company merged into SmartStop; consolidation track record . |
Fixed Compensation
STSR does not directly compensate executive officers; director compensation applies only to non-employee independent directors. Schwartz received no cash or stock compensation, only life insurance premium reimbursement .
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $0 | $0 |
| Stock Awards ($) | $0 | $0 |
| Option Awards ($) | $0 | $0 |
| All Other Compensation ($) | $245 (life insurance premium) | $245 (life insurance premium) |
Independent director cash schedule: $30,000 annual retainer plus meeting fees ($1,000 in-person; $2,000 Audit Chair per meeting; $1,500 other committee chairs per meeting; $1,000 regular telephonic; $250 special telephonic; per-day cap $2,000/$2,500 for Audit Chair) .
Performance Compensation
- STSR does not directly compensate executive officers; there is no disclosed executive bonus, PSU/RSU plan, target bonus, or director performance pay for Schwartz .
- Equity under the Employee and Director LTIP is granted to independent directors only (initial 2,500 restricted shares; 1,250 shares upon each re-election; 4-year ratable vesting). As of 12/31/2024, independent directors each had 11,250 granted and 8,125 vested . Schwartz did not receive these awards .
- No company hedging policy; no performance metric-linked director pay disclosed .
Equity Ownership & Alignment
- Beneficial ownership: Schwartz beneficially owns 111.11 STSR shares via SSSHT Advisor, LLC; less than 1% of outstanding (13.1M shares outstanding as of March 31, 2024/2025) .
- No pledging disclosure; company states no hedging policy for employees, officers, directors .
| Ownership Detail | Mar 31, 2024 | Mar 31, 2025 |
|---|---|---|
| Shares Beneficially Owned | 111.11 | 111.11 |
| % of Outstanding | <1% | <1% |
| Vested vs Unvested (Schwartz) | Not applicable (no awards) | Not applicable (no awards) |
| Shares Outstanding | ~13.1M | ~13.1M |
| Hedging Policy | No hedging policy | No hedging policy |
Note: Independent directors hold restricted stock under the Plan (vesting over four years), aligning their interests; Schwartz’s alignment at STSR is primarily via leadership of the external Advisor rather than material personal share ownership .
Employment Terms
Given STSR’s externally advised structure, Schwartz’s economic influence is through the Advisory Agreement and affiliated arrangements:
| Term/Provision | Details |
|---|---|
| Advisory Agreement Term | One-year term; renewable for unlimited successive one-year periods . |
| Asset Management Fee | Monthly 0.066667% of average invested assets (0.8% annualized) to Advisor . |
| Contingent Acquisition Fees | After investors receive total distributions equal to invested capital plus 6% cumulative, non-compounded annual return: 1% of Contract Purchase Price per acquisition; after 13% cumulative, non-compounded annual return: additional 2% per acquisition (post 7/10/2019 acquisitions) . |
| Property Management Oversight Fee | 1% of gross revenues; 1.5% for senior housing not under triple-net . |
| Property Management Fee (if directly managed) | Expected 3% of gross revenues (student housing); 5% (senior housing) . |
| Construction Management Fee | 5% of improvements >$10,000 for planning/coordination services . |
| Operating Expense Limiter | Advisor must reimburse if aggregate annual operating expenses exceed the greater of 2% of average invested assets or 25% of net income, unless independent directors deem excess justified . |
| Subordinated Distributions | Advisor may receive subordinated distributions upon listing, Advisory Agreement termination, liquidation, or Extraordinary Transaction; none in FY 2024 . |
Operating expenses paid/reimbursed: In FY 2024, Advisor paid ~$3.3M operating expenses on STSR’s behalf; STSR reimbursed ~$4.7M to Advisor .
Board Governance
- Board composition: Schwartz (Chairman) plus two independent directors (Brent Chappell and Stephen G. Muzzy); majority independent per NYSE criteria applied by STSR . No lead independent director due to small board size .
- Committees: Audit (Chair: Muzzy), Nominating & Corporate Governance (Chair: Chappell), Compensation (Chair: Chappell). Committees comprised of independent directors .
- Meetings: Board held six meetings in 2024; each director attended at least 75% of board and committee meetings .
- Independence and conflicts: The Nominating & Corporate Governance Committee approves affiliate transactions (Advisor, Sponsor, Property Manager, Transfer Agent) to ensure fairness versus unaffiliated third parties .
- Director life insurance: Sponsor purchased policies for directors; STSR reimbursed $1,227 total for 2024 premiums ($245 attributed to Schwartz) .
Dual-role implications: Schwartz is Chairman of STSR and CEO of the Advisor/Sponsor; this concentrates influence over advisory economics while he is not independent. Independent committees and majority independence mitigate conflicts, but there is no lead independent director; oversight of affiliate transactions is emphasized via committee charters .
Related Party Transactions
- Advisory/Property Management: Fees and reimbursements per Advisory Agreement as above; Advisor paid ~$3.3M and STSR reimbursed ~$4.7M of operating expenses in FY 2024 .
- Transfer Agent transition: Former Sponsor-affiliated transfer agent terminated Jan 27, 2024; $50,000 transition fee paid to Former Transfer Agent .
- Preferred Units (Operating Partnership): ~$10.2M outstanding; accrued distributions payable $7.6M (Dec 31, 2024) at 9.0% pay rate; restrictions exist under certain loans on paying distributions/redemptions until repaid .
- Dealer Manager: Historical termination (2020) and suspension/termination of Public Offering; underwriting compensation limits applied; Advisor funding of certain offering costs .
Performance & Track Record
- STSR trend: Revenues rose to $34.9M in FY 2024; EBITDA increased; Net Income moved from a FY 2023 loss to FY 2024 profit, reflecting operational improvement and portfolio dynamics . EBITDA and Net Income values sourced from S&P Global.*
- Consolidation experience: Schwartz led sponsor-affiliated REITs through mergers into SmartStop (SSGT in Jan 2019; SST IV in Mar 2021; SSGT II in Jun 2022), demonstrating execution in complex transactions within the sponsor ecosystem .
*Values retrieved from S&P Global.
Compensation Committee Analysis
- Composition: Independent directors Chappell (Chair) and Muzzy; no executive participation; no charter currently due to limited scope while externally advised .
- Scope: Sets director compensation and administers the Plan; no executive compensation policy since STSR does not directly compensate executive officers .
Investment Implications
- Alignment: Schwartz’s direct equity stake in STSR is de minimis (111 shares; <1%), indicating his economic exposure is primarily through Advisor/Sponsor economics rather than STSR share price—relevant in a non-exchange-listed, externally advised REIT .
- Incentives: The asset-based management fee (0.8% of average invested assets) may bias toward asset growth; contingent acquisition fees only accrue after investors receive capital plus 6% and 13% cumulative returns, embedding performance gates that partially align Advisor incentives with shareholder returns .
- Governance: Majority-independent committees oversee audits, governance, compensation, and approve affiliate transactions; absence of a lead independent director is a governance consideration, but small board size is cited as rationale .
- Risk indicators: No hedging policy disclosed; extensive related-party arrangements require ongoing independent oversight; external roles may diffuse executive focus across affiliated entities; transfer agent and dealer manager changes historically managed under regulatory constraints .
- Trading signals: For event-driven investors, watch for Extraordinary Transactions (listing, termination of Advisory Agreement, liquidation) that could trigger Advisor subordinated distributions and potentially change STSR’s economics. Monitor annual proxy for committee oversight of affiliate fees and any structural changes to the Advisory Agreement .