Business Context and Reporting Period
This Form 8-K is a current report filed by U-Store-It Trust (doing business as CubeSmart) on January 26, 2009, regarding events occurring on January 23, 2009. The filing details the approval of executive compensation plans and equity grants by the Compensation Committee.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation structures.
| Executive | Position | 2009 Base Salary | Target Annual Incentive (% of Salary) | Target Annual Incentive ($) | Target Long-Term Incentive ($) |
|---|---|---|---|---|---|
| D. Jernigan | CEO | $610,000 | 100% | $610,000 | $1,250,000 |
| C. Marr | President & CIO | $410,000 | 80% | $328,000 | $550,000 |
| T. Martin | CFO | $275,000 | 60% | $165,000 | $340,000 |
Material Changes and Compensation Structure
- Annual Incentive Program: Approved for 2009 with a 70% weight on corporate performance goals and 30% on individual management objectives. Payouts range from 50% of target (threshold) to 200% of target (maximum), with individual goals capped at 150% of target.
- Long-Term Incentive Program: Target amounts were set for 2009, allocated 50% in stock options and 50% in time-vested restricted shares.
- Equity Grants:
- Dean Jernigan: 497,128 stock options and 78,872 restricted shares.
- Christopher P. Marr: 315,268 stock options and 72,559 restricted shares.
- Timothy M. Martin: 194,893 stock options and 44,855 restricted shares.
- Vesting and Terms: Awards vest ratably over three years. Stock options have a 10-year term with an exercise price equal to the closing share price on January 23, 2009.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding business operations. It does not disclose specific risks or contingencies beyond the standard qualification that award terms are subject to the respective agreement forms filed previously.
Investor Verification Checklist
- Verify the closing price of U-Store-It Trust common shares on January 23, 2009, to determine the exercise price of the granted stock options.
- Review the Nonqualified Share Option Agreement and Restricted Share Agreement (Exhibits 10.1 and 10.2 filed on January 25, 2008) for specific forfeiture or acceleration clauses.
- Confirm the specific corporate performance metrics used to calculate the 70% weighted portion of the annual incentive.
- Monitor future filings for actual performance results against the 2009 targets to assess realized compensation costs.