CubeSmart
For the period ended May 20, 2025. Filed Apr 4, 2025.
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May 20, 2025 · Filed Apr 4, 2025
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Contents
Additional Compensation Principles
Risk Guidelines: The structure of our compensation policies and practices is designed to direct our NEOs towards key long-term goals in the areas of strategy, operations, financial performance, risk mitigation, and individual development. By focusing on the long-term achievement of corporate and personal goals, we discourage our NEOs from engaging in unnecessary and excessive risk-taking. We maintain strong internal financial controls and use effective management processes for developing strategic and annual operating plans and employee development programs. The Compensation Committee oversees an annual risk evaluation with the assistance of its independent compensation consultant and no significant risks were identified in 2024. As a result of our compensation policies and practices, we have concluded that we are not encouraging or creating risks that are reasonably likely to have a material adverse effect on the Company.
Policy on the Grant of Equity Awards: The Board adopted a Policy Statement on the Grant of Equity Awards (the “Equity Grant Policy”) to ensure compliance with relevant rules and regulations and adherence to current corporate governance practices. The Equity Grant Policy provides that the Board has sole authority to approve equity awards to our Trustees and our NEOs. The Equity Grant Policy further provides that the grant date shall be no earlier than the date of the meeting at which the award is approved by the Board or the Compensation Committee, as the case may be. With respect to new hires, the date of the award shall be the later of the first date of employment or the date that any required approval for the grant is obtained from the Board or Compensation Committee. Under no circumstances will the grant date for any equity award be earlier than the date that the award is approved. The exercise price of option awards shall be the closing price of our common shares on the date of grant. The 2024 annual equity awards for the NEOs were approved by the Compensation Committee on November 1, 2023, two months before the regularly scheduled January 1, 2024 grant date. The Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information, andwe do not time the release of material nonpublic information based on equity award grant dates.
Share Ownership Guidelines: We maintain share ownership guidelines for all of our officers to ensure that each officer maintains a material personal financial stake in the Company, aligning the interests of management with the interests of our shareholders. We expect each Company officer to acquire within five years of his or her appointment (and thereafter to maintain ownership of) common shares having a market value equal to at least: five times the annual salary for the President and Chief Executive Officer; three times the annual salary for the other NEOs; 2.25 times the annual salary for all Executive Vice Presidents, 1.75 times the annual salary for all Senior Vice Presidents; and 0.75 times the annual salary for all other officers. All shares directly owned and all vested restricted shares are considered for the share ownership guidelines. Unvested restricted shares and performance units, as well as unexercised options, are not considered for the guidelines. The Board annually reviews progress toward achieving these ownership levels for the NEOs. In February 2024, the Board reviewed achievement levels and determined that each of our NEOs with the requisite years of service met or exceeded the applicable ownership levels.
Compensation Recovery: Our compensation recovery policy (the “Clawback Policy”) complies with the SEC’s adoption of final rules related to clawbacks under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and applicable NYSE listing standards. The Clawback Policy requires each “Covered Executive” (as defined in the Clawback Policy), including each NEO, to reimburse the Company for annual or long-term incentive compensation paid, earned, or granted to the Covered Executive based on the achievement of financial results in the three completed fiscal years immediately prior to the date upon which we make a financial restatement due to our material noncompliance with any financial reporting requirement under the securities laws, to the extent that the amount of the annual or long-term incentive compensation is greater than what the Covered Executive would have received based on the restated financial results. Reimbursement of these amounts is required, regardless of whether the Covered Executive was responsible for the restatement, with only limited exceptions. The requirements of the Clawback Policy are incorporated into our incentive compensation programs, and each Covered Executive is required to acknowledge the applicability of the Clawback Policy to the Covered Executive’s incentive compensation awards received after the Clawback Policy’s effective date.
NAMED EXECUTIVE OFFICER COMPENSATION Hedging and Pledging Prohibitions: Our NEOs and Trustees, as well as all employees with the title of Director or above (inclusive of Divisional and Senior Divisional Vice Presidents) are prohibited from hedging their ownership or offsetting any decline in the market value of our shares, including by trading in publicly-traded options, puts, calls and other derivative instruments related to our shares. They are also prohibited from pledging Company securities. Retirement Provisions for Equity Incentive Compensation: The equity award agreements for our NEOs provide for the continued vesting of awards in the event of retirement after reaching the age of 60 and having completed 10 years of service with the Company. NEOs are required to provide six months’ notice prior to such retirement and enter into a 24-month Restrictive Covenant Agreement as conditions of qualifying for continued vesting. As of December 31, 2024, Christopher P. Marr had attained the requisite age and years of service to qualify for this retirement provision. Compensation Committee Report The Compensation Committee reviewed and discussed with management the Compensation Discussion & Analysis contained in this proxy statement. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion & Analysis be included in this proxy statement for filing with the SEC. Respectfully submitted, The Compensation Committee of the Board of Trustees Dorothy Dowling (Chair) Piero Bussani John F. Remondi Jeffrey F. Rogatz Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act or the Exchange Act that might incorporate this proxy statement or future filings with the SEC, in whole or in part, the above report shall not be deemed to be “soliciting material” or “filed” with the SEC and shall not be deemed to be incorporated by reference into any such filing. 44
NAMED EXECUTIVE OFFICER COMPENSATION CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information for the year ended December 31, 2024: • The median of the annual total compensation of all employees of our company (other than our Chief Executive Officer), was $36,858; and the annual total compensation of Mr. Marr, our Chief Executive Officer was $8,001,409. • Based on this information for 2024, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees was 217 to 1. We completed the following steps to identify the median of the annual total compensation of all our employees and to determine the annual total compensation of our median employee and Chief Executive Officer: • We determined our employee population as of December 31, 2024, which was 3,104, including all full-time, part-time, temporary or seasonal employees employed on that date. • To find the median of the annual total compensation of our employees (other than our Chief Executive Officer), we used wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for fiscal 2024. In making this determination, we annualized compensation for full-time and part-time permanent employees who were employed on December 31, 2024, but did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees. • We identified our median employee using this compensation measure and methodology, which was consistently applied to all our employees included in the calculation. • After identifying the median employee, we added together all of the elements of such employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $36,858. With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table appearing on page 46 of this proxy statement, which is also in accordance with the requirements of Item 402(c)(2)(x). 45
NAMED EXECUTIVE OFFICER COMPENSATION Summary Compensation Table The following table sets forth the summary compensation of the NEOs of the Company for the years ended December 31, 2024, 2023, and 2022: Christopher P. Marr 2024 $ 920,000 $ 3,333,348 $ 1,666,662 $ 1,793,218 $ 288,181 $ 8,001,409 2023 $ 884,000 $ 2,733,303 $ 1,366,668 $ 1,480,479 $ 255,234 $ 6,719,684 2022 $ 850,000 $ 2,733,335 $ 1,366,663 $ 2,097,375 $ 241,303 $ 7,288,676 Timothy M. Martin 2024 $ 600,000 $ 1,133,349 $ 566,668 $ 835,350 $ 134,793 $ 3,270,160 2023 $ 550,000 $ 1,033,300 $ 516,668 $ 697,813 $ 127,089 $ 2,924,870 2022 $ 500,000 $ 800,010 $ 399,999 $ 822,500 $ 128,002 $ 2,650,511 Joel D. Keaton 2024 $ 560,000 $ 799,979 $ 400,002 $ 849,660 $ 103,280 $ 2,712,921 2023 $ 500,000 $ 650,033 $ 324,998 $ 571,875 $ 93,367 $ 2,140,273 2022 $ 440,000 $ 479,967 $ 239,999 $ 687,610 $ 101,088 $ 1,948,664 Jeffrey P. Foster 2024 $ 540,000 $ 533,325 $ 266,668 $ 601,452 $ 96,303 $ 2,037,748 2023 $ 484,000 $ 433,322 $ 216,665 $ 491,260 $ 92,418 $ 1,717,665 2022 $ 440,000 $ 366,619 $ 183,337 $ 661,320 $ 102,922 $ 1,754,198 Jennifer L. Schulte (4) 2024 $ 380,000 $ 283,281 $ 141,667 $ 248,459 $ 64,460 $ 1,117,867 2023 $ 337,000 $ 226,706 $ 113,333 $ 169,595 $ 64,576 $ 911,210 Year Salary Share Awards (1) Chief Legal Officer and Secretary Chief Human Resources Officer Chief Operating Officer Total Chief Financial Officer and Treasurer President and Chief Executive Officer Non-Equity Incentive Plan Compensation (2) All Other Compensation (3) Option Awards NEO (1) (1) The amounts reported in the Share Awards and Option Awards columns represent the grant-date fair value of restricted shares, performance units and option awards granted to the NEOs under our equity incentive plans. Such amounts were calculated in accordance with the provisions of FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Please refer to Note 17, “Share-Based Compensation Plans,” in the Notes to Consolidated Financial Statements included in our most recent Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 28, 2025 for the relevant assumptions used to determine the grant-date fair value of our share and option awards. The value of each of the awards granted to the NEOs in 2024 is listed in the table captioned “Grants of Plan-Based Awards” appearing on page 48 of this proxy statement. (2) Represents annual incentive cash compensation. For a detailed description of the annual incentive awards see “Annual Incentive” in the section of this proxy statement entitled “Compensation Discussion & Analysis.” (3) The amounts reported in the All Other Compensation column represent, for each NEO, the sum of (a) the amounts contributed by the Company to the CubeSmart, L.P. 401(k) Retirement Savings Plan; (b) the amounts contributed by the Company to the Deferred Compensation Plan; (c) personal use of a leased vehicle or a vehicle allowance; (d) the dollar value of dividends on unvested restricted shares; and (e) the cost to the Company for long-term disability insurance. The aggregate incremental cost to the Company for NEO vehicle usage is based on either: (a) the actual lease cost incurred, plus expenses for fuel, maintenance and insurance, or (b) the amount of the vehicle allowance. In calculating vehicle usage, we disregarded business usage and assumed 100 percent personal usage. The dollar value of dividends on vested and deferred share units is not contemplated in the amounts above and 46
NAMED EXECUTIVE OFFICER COMPENSATION 47 are disclosed in the Nonqualified Deferred Compensation table on page 52. Listed in the table below are the amounts reported in this column for 2024. Christopher P. Marr $ 9,250 $ 122,247 $ 20,057 $ 135,862 $ 765 Timothy M. Martin $ 9,250 $ 55,152 $ 22,449 $ 47,177 $ 765 Joel D. Keaton $ 9,250 $ 43,812 $ 18,000 $ 31,453 $ 765 Jeffrey P. Foster $ 9,250 $ 44,478 $ 20,565 $ 21,245 $ 765 Jennifer L. Schulte $ 9,250 $ 22,471 $ 20,956 $ 11,018 $ 765 Long-Term Disability Insurance NEO Vehicle Usage Company Match in 401(k) Plan Dividends on Unvested Restricted Shares Company Contributions to Deferred Compensation Plan (4) Ms. Schulte was not an NEO before 2023.
NAMED EXECUTIVE OFFICER COMPENSATION Grants of Plan-Based Awards The following table and narrative provide information about plan-based awards granted during 2024 to the NEOs. These awards consist of annual cash incentives, restricted shares, performance units, and options. The Board approved these awards on November 1, 2023. NEO/Award Grant Date Threshold Target Max Threshold Target Max Cash Incentive 805,000 1,610,000 3,220,000 Restricted Shares 1/1/2024 35,958 1,666,653 Performance Units 1/1/2024 12,803 25,606 51,212 1,666,695 Stock Options 1/1/2024 179,211 46.35 1,666,662 Cash Incentive 375,000 750,000 1,500,000 Restricted Shares 1/1/2024 12,226 566,675 Performance Units 1/1/2024 4,353 8,706 17,412 566,674 Stock Options 1/1/2024 60,932 46.35 566,668 Cash Incentive 350,000 700,000 1,400,000 Restricted Shares 1/1/2024 8,630 400,001 Performance Units 1/1/2024 3,073 6,145 12,290 399,978 Stock Options 1/1/2024 43,011 46.35 400,002 Cash Incentive 270,000 540,000 1,080,000 Restricted Shares 1/1/2024 5,753 266,652 Performance Units 1/1/2024 2,049 4,097 8,194 266,674 Stock Options 1/1/2024 28,674 46.35 266,668 Cash Incentive 104,500 209,000 418,000 Restricted Shares 1/1/2024 3,056 141,646 Performance Units 1/1/2024 1,088 2,176 4,352 141,636 Stock Options 1/1/2024 15,233 46.35 141,667 Jeffrey P. Foster Christopher P. Marr Jennifer L. Schulte All Other Share Awards (#) All Other Option Awards: Number of Securities Underlying Options (#) Grant Date Fair Value of Share and Option Awards ($) (3) Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) (1) Estimated Future Payouts Under Equity Incentive Plan Awards (#) (1) (2) Exercise or Base Price of Option Awards ($) Timothy M. Martin Joel D. Keaton (1) Listed in these columns are the potential awards at each stated level of performance for the annual incentive compensation under our executive compensation program. For a detailed description of the annual incentive 48
NAMED EXECUTIVE OFFICER COMPENSATION 1/1/2024 — 179,211 46.35 12/31/2033 35,958 1,540,800 51,212 2,194,434 1/1/2023 57,666 115,330 40.25 12/31/2032 22,636 969,953 45,884 1,966,129 1/1/2022 103,184 51,591 56.91 12/31/2031 8,005 343,014 22,038 944,328 1/1/2021 297,101 — 33.61 12/31/2030 1/1/2020 300,546 — 31.48 12/31/2029 1/1/2019 157,480 — 28.69 12/31/2028 1/23/2018 107,181 — 27.78 1/22/2028 1/23/2017 108,932 — 26.30 1/22/2027 1/22/2016 87,604 — 30.32 1/21/2026 1/1/2024 — 60,932 46.35 12/31/2033 12,226 523,884 17,412 746,104 1/1/2023 21,801 43,600 40.25 12/31/2032 8,557 366,667 17,346 743,276 1/1/2022 30,200 15,100 56.91 12/31/2031 2,343 100,398 6,449 276,340 1/1/2021 75,362 — 33.61 12/31/2030 1/1/2020 75,592 — 31.48 12/31/2029 1/1/2019 41,995 — 28.69 12/31/2028 1/23/2018 36,174 — 27.78 1/22/2028 1/23/2017 36,765 — 26.30 1/22/2027 1/22/2016 29,566 — 30.32 1/21/2026 Christopher P. Marr Timothy M. Martin NEO/ Grant Date Number of Securities Underlying Options Unexercisable (#) (1) Number of Shares That Have Not Vested (#) (2) Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested ($) (4) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($) (3) Option Awards Share Awards Number of Securities Underlying Options Exercisable (#) Option Exercise Price ($) Option Expiration Date Market Value of Shares That Have Not Vested ($) (3) 49 awards see “Annual Incentive” in the section of this proxy statement entitled “Compensation Discussion & Analysis.” The “Threshold” column represents the minimum amount payable when threshold performance is met. The “Target” column represents the amount payable if the specified performance targets are reached. The “Max” column represents the maximum payment possible. See the “Summary Compensation Table” for the actual amounts paid to each NEO for the 2024 annual cash incentive compensation. (2) These columns represent the potential number of shares that can be earned under the 2024 performance units, which have a performance period ending on December 31, 2026. (3) This column reflects the grant-date fair value of the equity awards in accordance with FASB ASC Topic 718 but excludes forfeiture assumptions related to service-based vesting conditions in accordance with SEC rules. Outstanding Equity Awards The following table sets forth outstanding equity awards held by NEOs as of December 31, 2024.
1/1/2024 — 43,011 46.35 12/31/2033 8,630 369,796 12,290 526,627 1/1/2023 13,713 27,426 40.25 12/31/2032 5,383 230,662 10,912 467,579 1/1/2022 18,120 9,060 56.91 12/31/2031 1,405 60,204 3,871 165,872 1/1/2024 — 28,674 46.35 12/31/2033 5,753 246,516 8,194 351,113 1/1/2023 9,142 18,284 40.25 12/31/2032 3,588 153,746 7,274 311,691 1/1/2022 13,842 6,921 56.91 12/31/2031 1,073 45,978 2,958 126,750 1/1/2021 35,507 — 33.61 12/31/2030 1/1/2020 43,260 — 31.48 12/31/2029 1/1/2019 24,147 — 28.69 12/31/2028 1/23/2018 22,776 — 27.78 1/22/2028 1/23/2017 23,148 — 26.30 1/22/2027 1/22/2016 18,616 — 30.32 1/21/2026 1/1/2024 — 15,233 46.35 12/31/2033 3,056 130,950 4,352 186,483 1/1/2023 4,782 9,564 40.25 12/31/2032 1,877 80,429 3,806 163,087 1/1/2022 6,040 3,020 56.91 12/31/2031 468 20,054 1,291 55,319 Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($) (3) Joel D. Keaton Jennifer L. Schulte NEO/ Grant Date Option Awards Share Awards Number of Securities Underlying Options Exercisable (#) Number of Securities Underlying Options Unexercisable (#) (1) Option Exercise Price ($) Option Expiration Date Number of Shares That Have Not Vested (#) (2) Market Value of Shares That Have Not Vested ($) (3) Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested ($) (4) Jeffrey P. Foster (1) This column shows the number of unvested stock options originally awarded on the grant date indicated. All of these stock options vest and become exercisable in one-third installments on each of the first three anniversaries following the listed grant date, subject generally to the NEO’s continued employment. (2) This column shows the number of unvested shares of restricted stock originally awarded on the grant date indicated. All of these shares of restricted stock vest in one-third installments on each of the first three anniversaries following the listed grant date, subject generally to the NEO’s continued employment. (3) The market value is based on the closing price of our common shares of $42.85 on December 31, 2024 (the last trading day of the year). (4) This column shows the number of unvested performance units. Performance units vest on January 1 following the end of the performance period, after adjustment for performance results and subject generally to the NEO’s continued employment. For the 2022 performance units, the amount is based on actual performance results as discussed in the Compensation Discussion & Analysis (at 134.2% of target). Based on performance through December 31, 2024, the 2023 performance units and the 2024 performance units are shown assuming maximum (at 200% of target) performance. Shares Vested and Options Exercised The following table sets forth the value realized upon vesting of share awards and option exercises for each NEO for the year ended December 31, 2024. NAMED EXECUTIVE OFFICER COMPENSATION 50
NAMED EXECUTIVE OFFICER COMPENSATION 51 Christopher P. Marr 96,443 $ 4,470,133 74,906 $ 1,764,506 Timothy M. Martin 26,185 $ 1,213,675 30,765 $ 738,849 Joel D. Keaton 15,383 $ 713,002 178,610 $ 2,526,057 Jeffrey P. Foster 12,084 $ 560,093 7,739 $ 172,609 Jennifer L. Schulte 5,544 $ 256,964 15,942 $ 302,109 NEO Share Awards (1) Option Awards Value Realized on Vesting Value Realized on Exercise Number of Shares Acquired on Vesting Number of Shares Acquired on Exercise (1) The value realized upon vesting includes the value of share awards that vested during the year but were deferred under the equity incentive plan. See "Nonqualified Deferred Compensation" below for additional details. Nonqualified Deferred Compensation Deferrals of Salary/Bonus Our NEOs are eligible to participate in the Deferred Compensation Plan. Under the plan, the NEOs can defer all or a portion of salary and/or bonus (including annual incentives) and have such amounts credited to a retirement distribution account and/or separate in-service distribution accounts. We provide a matching deferred compensation amount that is equal to the difference between the total matching contribution that the NEO would have received under our 401(k) plan without regard to the limitations imposed pursuant to Sections 402(g), 415 and 417 of the Code and the actual matching contribution that the NEO receives under the 401(k) plan, provided that the NEO has made the maximum elective deferrals to the 401(k) plan. The Compensation Committee may, in its discretion, approve an additional credit to a participant’s account as non-elective deferred compensation. Each distribution account is credited with the returns of the investment options selected by the NEOs, which include investment options that are available in our 401(k) plan, or such other investment funds as the Compensation Committee may designate from time to time. Elections to defer compensation must be made no later than the close of the preceding taxable year and are irrevocable as of the first day of the plan year to which it relates, except that (i) in the case of a hardship distribution, the election may be canceled for the remainder of the plan year, and (ii) a participant who has elected a lump sum distribution from the retirement distribution account may make a subsequent election to delay commencement of payment of such amount for a period of five years from the date on which such payment would otherwise have been made. In the case of any performance-based compensation for services performed over a period of greater than 12 months, an election to defer must be made no later than six months before the end of the performance period. Upon retirement, based on a participant’s elections, balances in the retirement distribution account will be made in a lump sum or in annual installments over 5, 10, or 15 years. Upon termination of employment other than retirement or death, benefits in the retirement distribution account will be distributed in a lump sum 60 days following separation from service. Distributions from the in-service account will be made in one lump sum or in annual installments over two, three, four, or five years, except that participants may not elect distribution of compensation earned in a plan year that is less than two years prior to the plan year elected for distribution. In the event of death prior to commencement of distribution from either a retirement distribution account or an in-service distribution account, benefits under the plan shall be payable to a participant’s beneficiary either in a lump sum or in the manner elected by the participant at the time the deferral election was made.
NAMED EXECUTIVE OFFICER COMPENSATION 52 Deferrals of Equity Awards As permitted by our equity incentive plan, NEOs may elect to receive restricted share units that settle later than the applicable vesting date, in lieu of restricted shares and performance units. NEOs may elect to defer the settlement of their restricted share units beyond the applicable vesting date. Share settlement will occur on individually-elected distribution dates selected by the NEO at the time of the initial deferral election and will be in the form of one share for each deferred unit. These elections are made by the NEOs prior to the grant of such awards. NEOs receive dividend equivalents (paid in cash) on vested and deferred equity awards during the period of deferral. The following table details the activity related to nonqualified deferred compensation for the year ended December 31, 2024: Christopher P. Marr Salary/Bonus — — — $ 122,247 $ 1,593,458 — $ 10,779,685 Equity Awards — — $ 3,891,345 — ($ 760,209) ($ 993,080) $ 20,859,980 Timothy M. Martin Salary/Bonus $ 373,418 $ 209,344 — $ 55,152 $ 1,139,588 — $ 8,227,816 Equity Awards — — $ 1,066,865 — ($ 221,440) ($ 282,418) $ 6,015,112 Joel D. Keaton Salary/Bonus $ 191,130 $ 171,562 — $ 43,812 $ 182,789 — $ 2,227,002 Equity Awards — — — — ($ 40,429) ($ 56,490) $ 1,186,559 Jeffrey P. Foster Salary/Bonus $ 41,932 $ 39,301 — $ 44,478 $ 274,093 ($ 150,870) $ 1,971,906 Equity Awards — — $ 490,913 — ($ 114,517) ($ 151,758) $ 3,187,654 Jennifer L. Schulte Salary/Bonus $ 21,423 $ 16,960 — $ 22,471 $ 14,202 ($ 35,000) $ 229,111 Equity Awards — — — — — — — NEO / Deferral Type Aggregate Balance at December 31, 2024 (7) Executive Contributions (Salary) (1) Company Contributions (4) Aggregate Earnings (5) Aggregate Withdrawals/ Distributions (6) Executive Contributions (Bonus) (2) Executive Contributions (Equity) (3) (1) Included in the “Salary” column for 2024 of the table captioned “Summary Compensation Table” on page 46. (2) Included in the “Non-Equity Incentive Plan Compensation” column for 2023 of the table captioned “Summary Compensation Table” on page 46. (3) Represents deferred equity awards that vested during the year ended December 31, 2024. (4) Included in the “All Other Compensation” column for 2024 of the table captioned “Summary Compensation Table” on page 46. (5) For both salary/bonus and equity awards, represents change in fair market value during the year of the plan holdings. For equity awards, also represents dividend equivalents (paid in cash) on deferred and vested equity awards. (6) For equity awards, includes payment of dividend equivalents described in footnote (5) above. (7) The following details the amounts in the “Aggregate Balance at December 31, 2024” column related to deferrals of salary/bonus and equity awards that are reported for the indicated years on the table captioned “Summary Compensation Table” on page 46. This table represents amounts originally contributed and does not include
NAMED EXECUTIVE OFFICER COMPENSATION 53 investment gains or losses after the date of contribution (note that Ms. Schulte was not an NEO before 2023). Christopher P. Marr $ 122,247 $ 571,958 $ 1,419,146 Timothy M. Martin $ 428,570 $ 601,485 $ 763,576 Joel D. Keaton $ 234,942 $ 386,020 $ 385,844 Jeffrey P. Foster $ 86,410 $ 198,275 $ 249,074 Jennifer L. Schulte $ 43,894 $ 57,446 NEO Amount Reported on Summary Compensation Table for 2024 Amount Reported on Summary Compensation Table for 2023 Amount Reported on Summary Compensation Table for 2022 Severance Plan and Potential Payments Upon Termination or Change in Control The Severance Plan provides for certain severance benefits to our NEOs on account of an involuntary termination, including if we terminate the employee without “cause” (as defined in the Severance Plan) or on account of the employee’s disability, a termination by the employee for “good reason” (as defined in the Severance Plan), or a termination on account of the employee’s death. Involuntary Termination Not in Connection with a Change in Control If we terminate the employee without “cause,” or if the employee terminates for “good reason,” in either case at least three months prior to a “change of control” (as defined in our Amended and Restated 2007 Equity Incentive Plan) or more than two years following a change of control, the terminated employee will be entitled to: • Accrued but unpaid compensation and benefits through the termination date, including (i) accrued but unpaid base salary, (ii) any earned but unpaid annual incentive compensation for the preceding year, (iii) accrued but unused paid time off and (iv) reimbursement of business expenses incurred in accordance with our policy; • For Mr. Marr, installment payments in accordance with our normal payroll practices over two years equal to two times the sum of (i) base salary and (ii) average annual incentive earned over a period of up to two years preceding the termination of employment (or if greater, his target annual incentive for the year of termination), and, for all other participants, installment payments in accordance with our normal payroll practices over 18 months equal to 1.5 times the sum of (i) base salary and (ii) average annual incentive earned by the employee over a period up to two years preceding the termination of employment (or if greater, the employee’s target annual incentive for the year of termination); • A lump-sum payment equal to the full cost of continuing the employee’s health and welfare benefits for 24 months plus an additional amount, as is necessary, to reimburse the employee for the taxes incurred in respect of such payment; • A lump-sum pro-rata annual incentive for the year of termination based on actual performance and the number of days that the employee was employed during that year; and • Continued vesting of time-based equity awards in accordance with the terms of the applicable awards and pro-rata vesting of performance-based awards based on actual performance during the performance period and the number of days that the employee was employed during the performance period. Termination Due to Death or Disability If the employee’s termination is on account of death or disability other than during the Change in Control Protection Period (as defined below), the employee will be entitled to (i) a lump-sum pro-rata annual incentive for the year of termination based on actual performance and the number of days that the employee was employed during that year
NAMED EXECUTIVE OFFICER COMPENSATION 54 and (ii) full acceleration and vesting of the employee’s time-based and performance-based awards (based on target performance). Change in Control Severance If we terminate the employee without cause, or the employee terminates for good reason, in either case during the period commencing three months prior to a change of control and ending two years following a change of control (the “Change in Control Protection Period”), the terminated employee is entitled to receive the payments and benefits described above, except that (i) Mr. Marr is entitled to three times the sum of (x) the greater of his base salary on the date of termination and his base salary on the date of the change in control and (y) his average annual incentive compensation earned over a period of up to two years preceding termination of employment (or if greater, his target annual incentive for the year of termination), which amount will be paid in a lump sum (rather than installments), (ii) Mr. Martin and all other eligible employees designated as Tier II employees are entitled to 2.5 times the sum of (x) the greater of the employee’s base salary on the date of termination and the employee’s base salary on the date of the change in control and (y) the employee’s average annual incentive compensation earned by the employee over a period of up to two years preceding termination of employment (or if greater, the employee’s target annual incentive for the year of termination), which will be paid in a lump sum (rather than installments), (iii) Mr. Foster, Mr. Keaton, Ms. Schulte and all other eligible employees designated as Tier III employees are entitled to two times the sum of (x) the greater of the employee’s base salary on the date of termination and the employee’s base salary on the date of the change in control and (y) the employee’s average annual incentive compensation earned by the employee over a period of up to two years preceding termination of employment (or if greater, the employee’s target annual incentive for the year of termination), which will be paid in a lump sum (rather than installments), (iv) the pro rata annual incentive for the year of termination will be based on the greater of actual performance for such year and the employee’s target annual incentive for such year, and (v) the employee is entitled to an vehicle allowance for 24 months. In the event of a severance-eligible termination within the Change in Control Protection Period, but prior to the change in control, such employee’s then-outstanding equity awards will remain outstanding through the consummation of the change in control, and receive the same treatment as if such employee were employed as of immediately prior to the change in control (as described below). If an employee’s employment termination due to death or disability occurs during the Change in Control Protection Period, the employee will be entitled to the same benefits to which such employee would have been entitled had such termination otherwise constituted a severance-eligible termination under the Severance Plan. Change in Control Treatment of Equity Awards The Severance Plan provides for the following treatment of equity awards held by participants, including our NEOs, as of immediately prior to a change in control, regardless of whether employment terminates: (x) all time-vested equity awards held by each employee will vest in full, and all performance-vested equity awards held by each employee will vest at the greater of target and actual performance levels, (y) all equity awards subject to exercise will be deemed exercised on a net-exercise basis unless the employee elects for such awards to remain outstanding and unexercised following such change in control, and if the employee so elects, we will cause the surviving corporation or successor or affiliate to assume the awards or grant new awards in substitution therefor, and (z) each equity award continued or assumed by, or substituted for, to the extent subject to exercise, will remain outstanding and exercisable through the 10th anniversary of the original grant date of such award following the employee’s termination. Other Terms and Conditions In general, our obligation to provide benefits under the Severance Plan in the event of an involuntary termination by the Company without cause or by the employee for good reason is conditioned upon the employee’s providing a release of claims and complying with applicable non-competition and other post-employment restrictive covenants. If the payments and benefits otherwise payable to an employee under the Severance Plan would constitute excess
NAMED EXECUTIVE OFFICER COMPENSATION 55 parachute payments within the meaning of section 280G of the Code, then we will reduce such payments and benefits to an amount that would avoid any excise taxes under section 4999 of the Code, provided that such reduction would provide the employee with a greater net after-tax benefit than would no reduction. In no event shall any payment under the Severance Plan be grossed up for any excise taxes under Section 4999 of the Code. Estimate of Severance Benefits The following table includes an estimate of the potential payments and benefits to which Messrs. Marr, Martin, Keaton and Foster and Ms. Schulte would be entitled under the Severance Plan upon termination of employment in each of the circumstances described above. Except as otherwise set forth above, these payments would be made in a lump sum following termination. In estimating the potential payments, we have made the following general assumptions in all circumstances where applicable: • The date of termination is December 31, 2024, and the closing price of our common shares on December 31, 2024 (the last trading day of the year) was $42.85; • The annual salary at the time of termination is equal to the base salaries that were in effect as of December 31, 2024, for each executive as follows: Mr. Marr, $920,000; Mr. Martin, $600,000; Mr. Keaton, $560,000; Mr. Foster, $540,000; and Ms. Schulte, $380,000. • The bonus is equal to the average of the last two years’ annual incentive compensation paid to each executive as follows: Mr. Marr, $1,788,927; Mr. Martin, $760,157; Mr. Keaton, $629,743; Mr. Foster, $576,290; and Ms. Schulte, $186,558. • The value of restricted shares and performance units that vest upon termination is based on the closing price of our common shares at $42.85 on December 31, 2024 (the last trading day of the year); • The stock options that vest upon termination are valued at the difference between the strike price of the stock option and the market value of our common shares on December 31, 2024 (the last trading day of the year), which was $42.85; • For purposes of determining the pro-rata annual incentive compensation for the year of termination, it shall equal the target-level annual incentive compensation paid to each executive; • Four weeks of vacation are unused, accrued and unpaid; • There is no unpaid bonus for the prior year; • There is no accrued and unpaid salary; • There is no unpaid reimbursement for expenses incurred prior to the date of termination; • The continued health and welfare benefits for 24 months is $3,309 per month for each executive and the estimated payment for associated taxes on such total amount is $1,614 per month; and • The continued vehicle allowance for 24 months is $1,500 per month for each executive.
| NEO | Termination between 3 months prior to, and 2 years after, a Change in Control (1) | Termination before 3 months prior to, or more than 2 years after, a Change in Control | Death or Disability | Change in Control (2) |
|---|---|---|---|---|
| Christopher P. Marr | $ 17,721,441 | $ 13,660,646 | $ 9,399,069 | $ 7,535,082 |
| Timothy M. Martin | $ 6,971,608 | $ 5,104,511 | $ 3,375,626 | $ 2,494,122 |
| Joel D. Keaton | $ 5,096,675 | $ 4,037,565 | $ 2,521,599 | $ 1,628,862 |
| Jeffrey P. Foster | $ 4,181,051 | $ 3,373,353 | $ 1,752,880 | $ 1,109,890 |
| Jennifer L. Schulte | $ 2,174,214 | $ 1,740,064 | $ 845,509 | $ 567,819 |
| (1) | Represents the amount payable upon the termination of employment on December 31, 2024, if such termination were due to a change in control as set forth in the Severance Plan. |
| (2) | Represents the value as of December 31, 2024 of unvested equity that would vest upon a Change in Control regardless of a termination of employment. |
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