Sector: Real Estate
CUBESMART REIT · Meeting: May 19, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Trustees
No overboarding, attendance, independence, or TSR trigger concerns identified; CubeSmart's 3-year price return of -3.4% trails the peer group median by only 11.9 percentage points, well below the 20-percentage-point threshold that would trigger a vote against under the policy.
No overboarding, attendance, independence, or TSR trigger concerns identified; the peer-group underperformance gap of 11.9 percentage points does not reach the 20-point threshold required to trigger a vote against.
New nominee joining the board at this meeting; as a newly appointed director he is exempt from the TSR trigger under the 24-month new-director exemption, and no other policy concerns are identified.
No overboarding, attendance, independence, or TSR trigger concerns identified; the 11.9-percentage-point gap versus peer median is well inside the 20-point threshold for a negative absolute TSR company.
No overboarding, attendance, independence, or TSR trigger concerns identified; peer-group underperformance of 11.9 percentage points does not meet the 20-point policy threshold.
As CEO and executive director, Marr is subject to the same TSR trigger as other directors; CubeSmart's 3-year TSR underperforms the peer group by only 11.9 percentage points, below the 20-point threshold, and the 5-year TSR shows CUBE outperforming the peer median by 9 percentage points, further confirming no sustained underperformance.
No overboarding, attendance, independence, or TSR trigger concerns identified; the peer underperformance gap does not exceed the applicable 20-point threshold.
No overboarding, attendance, independence, or TSR trigger concerns identified; peer-group underperformance of 11.9 percentage points is well below the 20-point policy threshold.
New nominee joining the board at this meeting; as a newly appointed director she is exempt from the TSR trigger under the 24-month new-director exemption, and no other policy concerns are identified.
All nine nominees receive a FOR vote. CubeSmart's 3-year stock return of -3.4% trails the disclosed peer group median by 11.9 percentage points, which is below the 20-percentage-point threshold required to trigger a vote against any director under the policy for companies with negative absolute 3-year returns. The company also uses ^FNER (FTSE NAREIT All Equity REITs Index) as its benchmark ETF; CUBE's 3-year gap versus ^FNER is only 14.2 percentage points, also well inside the 30-point ETF fallback threshold. All directors met the 75% attendance requirement, no independence concerns were identified, and no director appears to be overboarded. The two new nominees (Connor and Weber) are exempt from TSR scrutiny as newly joining directors.
CEO
Christopher P. Marr
Total Comp
N/A
Prior Support
95%%
CubeSmart's pay program is well-structured: approximately 88% of the CEO's total pay and 67% of other executives' pay is variable and performance-linked, comfortably exceeding the 50-60% policy threshold for incentive-based compensation. The long-term incentive plan uses a rigorous relative total shareholder return measure against a peer group of equity REITs, with a payout floor at the 25th percentile and no payout below that level — the 2023 performance unit cycle paid out at only 84.7% of target, demonstrating that the plan actually adjusts downward when the company underperforms. The prior Say on Pay vote received 95% shareholder support (averaging 94% over three years), salaries were held flat for all executives for a second consecutive year, and the company maintains a robust clawback policy and strong stock ownership guidelines, giving shareholders no material reason to vote against.
Auditor
KPMG LLP
Tenure
17 yrs
Audit Fees
$1,202,500
Non-Audit Fees
$638,895
KPMG has audited CubeSmart since 2009, giving it approximately 17 years of tenure — well below the 25-year threshold that would trigger a concern. Non-audit fees (tax fees of $637,115 plus other fees of $1,780, totaling $638,895) represent about 53% of audit fees of $1,202,500, which is modestly above the 50% threshold; however, the non-audit work consists almost entirely of routine tax compliance and consulting services plus a small software license fee, and the Audit Committee has confirmed that these services are compatible with KPMG's independence, so no vote against is warranted. KPMG is a Big 4 firm fully adequate for a company of CubeSmart's $8.5 billion market cap.
CubeSmart's 2026 annual meeting ballot contains three proposals: election of nine trustees, ratification of KPMG as auditor, and an advisory Say on Pay vote. All three proposals receive a FOR vote determination — the director slate passes the TSR, attendance, independence, and overboarding screens without triggering any policy threshold; KPMG's tenure of 17 years and fee profile are acceptable; and the executive compensation program is heavily performance-linked, received 95% shareholder support last year, and shows real pay-for-performance discipline through below-target payouts on recent long-term incentive awards.
17 companies disclosed in 2026 proxy filing
