Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 5, 2019, our Board of Trustees appointed Joel Keaton, 50, as our principal operating officer. Since January 2014, Mr. Keaton has served as our Senior Vice President of Operations and, as our principal operating officer, will continue to hold this title. As our principal operating officer, Mr. Keaton will be responsible for our operations functions, including the day-to-day operations of our stores, our national sales center, and our revenue management, marketing and information technology functions. Mr. Keaton joined us in April of 2010 as Director of Revenue Management and in November 2011 was promoted to Vice President of Marketing. Prior to joining us, Mr. Keaton served as Vice President of Operations at United Stor-All Management from November 2006 to April 2010. From September of 1993 to November of 2006, Mr. Keaton worked in various operations related roles at Storage USA, and its successor Extra Space Storage.
As our principal operating officer, Mr. Keaton’s starting annual salary will be $350,000 and his target annual bonus opportunity will be equal to 85% of his annual salary, with 50% of his target opportunity tied to achievement of individual goals and 50% tied to achievement of operating and financial metrics. Mr. Keaton will be eligible for future long-term incentive awards in the ordinary course, in amounts and on terms determined by the Compensation Committee of our Board.
In connection with Mr. Keaton’s appointment, we and our operating partnership entered into an indemnification agreement with Mr. Keaton in substantially the same form as the indemnification agreements that we have entered into with each of our other executive officers. The indemnification agreement requires, among other matters, that we indemnify Mr. Keaton to the maximum extent permitted by law for all expenses and liabilities arising out of any proceeding involving Mr. Keaton by reason of his service as an officer and advance to him all related expenses, subject to reimbursement if it is subsequently determined that indemnification is not permitted. The foregoing description of the indemnification agreement is a summary of certain of its terms only and is qualified in its entirety by the full text of the agreement filed as Exhibit 10.1 hereto and incorporated herein by reference.
There are no other arrangements or understandings between Mr. Keaton and any other persons pursuant to which Mr. Keaton was appointed as our principal operating officer. Mr. Keaton does not have any family relationship with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer. Mr. Keaton does not have any direct or indirect interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits. The following exhibit is being furnished herewith to this Current Report on Form 8-K.
*Compensatory plan or arrangement.
