Stephen G. Muzzy
About Stephen G. Muzzy
Stephen G. Muzzy (age 57) is an independent director of Strategic Student & Senior Housing Trust, Inc. (STSR) since February 2018 and serves as Audit Committee Chairman; he is also a member of the Nominating & Corporate Governance and Compensation Committees . He has 20 years of commercial banking experience across real estate and construction lending and holds a B.A. in Social Ecology (UC Irvine) and an MBA (Pepperdine) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MF Partners | Partner | Oct 2012 – present | Commercial real estate investment focus |
| OneWest Bank | Senior Vice President | Mar 2012 – May 2014 | Senior lending roles |
| JPMorgan Chase (Middle Market Banking) | Senior Vice President and Senior Banker | Jan 2011 – Mar 2012 | Middle market lending |
| Wells Fargo (Commercial Banking) | Vice President and Senior Relationship Manager | Aug 2007 – Jan 2011 | Relationship management; prior roles incl. VP, BDO, RM, Store Manager from 1994 |
| Commerce National Bank | Vice President | Feb 2006 – Aug 2007 | Commercial lending |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Strategic Storage Trust VI, Inc. (SST VI) | Independent Director | Current | Affiliate of Sponsor |
| Strategic Storage Growth Trust, Inc. (SSGT) | Independent Director | Through Jan 2019 | Merged into SmartStop in Jan 2019 |
| Strategic Storage Trust IV, Inc. (SST IV) | Independent Director | Prior role | Previously served; timing not specified |
| Hoag Hospital Foundation | Director | Current | Community/non-profit role |
Board Governance
- Board size: three directors; two independent (Chappell, Muzzy) .
- No Lead Independent Director due to small board size; both independent directors share oversight .
- Audit Committee: Muzzy (Chair), Chappell; Muzzy designated “audit committee financial expert”; 5 meetings in 2024 .
- Nominating & Corporate Governance Committee: Chappell (Chair), Muzzy; 6 meetings in 2024 .
- Compensation Committee: Chappell (Chair), Muzzy; 2 meetings in 2024 .
- Board meetings: 6 in 2024; each director attended at least 75% of board and committee meetings .
- Independence: Board determined Muzzy meets NYSE “independent” definition .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair | 5 |
| Nominating & Corporate Governance | Member | 6 |
| Compensation | Member | 2 |
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer (independent director) | $30,000 | Effective May 1, 2018 |
| In-person board/committee meeting fee | $1,000 per meeting | Regular meetings |
| Audit Committee Chair meeting fee | $2,000 per Audit Committee meeting | Chair premium |
| Other committee chair meeting fee | $1,500 per committee meeting | Not applicable to Muzzy (not chair) |
| Telephonic regular meeting fee | $1,000 per meeting | Regular scheduled |
| Telephonic special meeting fee | $250 per meeting | Special meetings |
| Per-day fee cap | $2,000/day; $2,500/day for Audit Chair if AC meets | Daily cap |
2024 Actual Director Compensation (Stephen G. Muzzy):
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $46,750 |
| Stock Awards (Grant-date fair value, $) | $7,925 |
| Option Awards ($) | $0 |
| All Other Compensation ($) | $491 (life insurance premium reimbursement) |
| Total ($) | $55,166 |
Perquisites:
- Director life insurance premium reimbursement: $491 attributed to Muzzy for 2024 .
Performance Compensation
- Equity program: Restricted stock under Employee and Director Long-Term Incentive Plan (Plan); vest ratably over four years; used to align interests and incentivize service .
- Initial grant: 2,500 shares to each independent director at first award; annual grants of 1,250 shares upon each re-election; vest ratably over 4 years .
- As of 12/31/2024: Muzzy total restricted stock awards 11,250; 8,125 vested; 3,125 unvested .
| Award Type | Grant Mechanics | Vesting | Granted to Date | Vested | Unvested |
|---|---|---|---|---|---|
| Restricted Stock | 2,500 initial; 1,250 upon each re-election | Ratable over 4 years | 11,250 | 8,125 | 3,125 |
No performance metrics (e.g., revenue/EBITDA/TSR) tied to director equity awards disclosed; awards are time-based .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Context |
|---|---|---|
| SST VI (public non-traded REIT) | Independent Director | Sponsored by affiliate; shared governance ecosystem may require conflict oversight by independent directors |
| SSGT (merged Jan 2019) | Former Independent Director | Sponsor-affiliated entity |
| SST IV | Former Independent Director | Sponsor-affiliated entity |
Expertise & Qualifications
- Audit committee financial expert designation; deep banking, lending, and real estate experience .
- Education: B.A. Social Ecology (UC Irvine), MBA (Pepperdine) .
- Committee experience across Audit, Nominating & Corporate Governance, and Compensation .
Equity Ownership
Beneficial Ownership (as of March 31, 2025):
| Holder | Shares | % Outstanding |
|---|---|---|
| Stephen G. Muzzy | 8,125.00 | <1% |
Restricted Stock Vesting Status (as of December 31, 2024):
| Metric | Shares |
|---|---|
| Total RS granted to date | 11,250 |
| Vested | 8,125 |
| Unvested | 3,125 |
Hedging/Pledging:
- The company discloses it does not have a hedging policy for employees, officers, and directors at this time .
Governance Assessment
- Independence and role: Muzzy is an NYSE-defined independent director and Audit Committee Chair; designated audit committee financial expert, strengthening oversight of financial reporting and controls .
- Engagement: Board met 6 times in 2024; each director attended ≥75% of meetings; Audit/Nominating/Compensation committees met 5/6/2 times, respectively, indicating active committee work .
- Shareholder support: 2025 director election showed strong support for Muzzy (6,297,599 For; 793,743 Withheld) .
- Compensation alignment: Modest cash retainer/meeting fees plus time-based restricted stock awards; no performance metrics; annual equity grant fair value of $7,925 in 2024 suggests controlled equity compensation; life insurance premium reimbursement present .
- Conflicts oversight: As member of Nominating & Corporate Governance Committee, Muzzy participates in reviewing and approving affiliate-related transactions under charter standards; numerous affiliate dealings (Advisor, Property Manager, Former Dealer Manager, Preferred Investor) were reviewed by independent directors in 2024 –.
- Structural considerations:
- No Lead Independent Director due to small board size (3 directors), which concentrates oversight among two independents .
- No hedging policy is a governance red flag for alignment risk; investors often prefer explicit anti-hedging/anti-pledging policies for directors .
- Externally advised REIT model with extensive affiliate transactions requires vigilant independent oversight; committees explicitly handle conflicts under charter .
Shareholder Vote Results (2025 Annual Meeting)
| Proposal/Director | Votes For | Votes Withheld/Against | Abstained |
|---|---|---|---|
| Director: Stephen G. Muzzy | 6,297,599 | 793,743 | — |
| Director: Brent Chappell | 6,291,388 | 799,954 | — |
| Director: H. Michael Schwartz | 6,266,229 | 825,113 | — |
| Ratify BDO USA, P.C. | 6,313,626 | 301,368 | 476,348 |
RED FLAGS
- No hedging policy for directors disclosed (alignment risk) .
- Extensive related-party arrangements with Sponsor/Advisor/affiliates requiring ongoing independent review (conflict potential) –.
- No Lead Independent Director given small board size .
- Director life insurance premium reimbursements (optics/perquisite sensitivity) .
Overall, Muzzy’s audit expertise and committee leadership bolster board effectiveness, but investors should monitor conflict management rigor and the absence of an explicit hedging policy as potential governance risks –.