Extra Space Storage Inc DEF 14A, filed Apr 3, 2024

Extra Space Storage Inc. (EXR)

DEF 14A 2024-04-03 For: 2023-12-31

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Added on June 12, 2026

About this DEF 14A

Extra Space Storage Inc filed this DEF 14A on April 3, 2024.

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o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material Pursuant to §240.14a-12


Kenneth M. Woolley,						Joseph D. Margolis,
Chairman						Chief Executive Officer


Proxy Summary			1


Information About the Board of Directors and Its Committees			7



The Board of Directors and Certain Governance Matters			12















Leadership Structure, Risk Oversight and Committees of the Board			18









Director Compensation			25



Executive Officers			27


Executive Compensation			28







Security Ownership of Directors and Officers			44



Matters That May be Brought Before the Annual Meeting			46

Item 1. Election of Directors			46

Item 2. Ratification of the Engagement of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 202 4			46

Item 3. Advisory Vote to Approve the Compensation of the Company's Named Executive Officers			47



Other Matters			49























Appendix A — Reconciliation of Non-GAAP Financial Measures			54


Date and Time:	Virtual Location:	This summary highlights information that should assist you in ensuring that your vote at the annual meeting is counted. We intend to mail proxy materials to a majority of our stockholders and provide access to our proxy materials over the internet on or about April 3, 2024. The notice also provides instructions on how you can request a paper copy of these documents if you desire, and how you can enroll in e-delivery. If you received your annual meeting materials via email, the email contains voting instructions and links to our annual report and proxy statement on the internet.
Thursday, May 23, 2024, at 2:00 p.m., MT	www.virtualshareholdermeeting.com/EXR2024


• Independent Lead Director and Independent Director-led Audit, Compensation, and Nominating, Governance & Corporate Responsibility Committees			• Code of Business Conduct & Ethics (signed by all directors, officers and employees)
• Separate Chairman and Chief Executive Officer			• Whistleblowing and whistleblower protection policy
• Twelve out of Thirteen directors are independent (1)			• Annual evaluations of our board and committees
• Policy on recoupment of incentive compensation (claw-back policy)			• Annual election of all directors and majority voting in uncontested elections
• Double-trigger provisions in the event of change in control			• Stockholder ability to amend bylaws
• Regular succession planning and strong mentoring culture			• Proxy access provision in bylaws
• No employment agreements with officers			• Data protection and privacy policy
• No stockholder rights plan (poison pill)			• Annual advisory vote to approve executive compensation
• Quarterly and annual review of enterprise risk management plan and performance			• Prohibition against hedging and stringent limitations on pledging for officers and directors
• Robust director and executive officer stock ownership guidelines			• Policy on political and charitable contributions publicly available on website
• Regular risk oversight and mitigation review, including cybersecurity


Filed by the Registrant x

Filed by a Party other than the Registrant o


x			No fee required

o			Fee paid previously with preliminary materials

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


Executive Sessions/ Committee Meetings			- Presides at all meetings of the board at which the Chairman is not present
Meetings of Independent Directors			- Calls meetings of the independent directors and sets the agenda
Board Processes and Information			- Helps ensure the quality, quantity, appropriateness and timeliness of information provided to the board and meeting agendas - Ensures feedback is properly communicated to the board and Chairman
Retention of Outside Advisors and Consultants			- Retains outside advisors and consultants who report directly to the board
Board Review and Assessment			- Conducts regular interviews with each director regarding his/her assessment of the effectiveness of the board and the committees


Board • Oversees business strategy, major resource allocation, and overall oversight of business conduct • Provides overall oversight of the risk management process, exercised through its standing committees • On an annual basis, management reports to the board on top enterprise risks and the steps management has taken to mitigate these risks • Our Senior Vice President of Technology provides quarterly updates to the board on technology and cybersecurity • Our Executive Vice President and Chief Legal Officer provides quarterly updates to the board on material legal and regulatory matters • Management provides regular reports for board discussion regarding recent operations, finance, acquisitions, cybersecurity and other developments impacting the Company

Audit Committee Oversees risks related to our enterprise risk management framework, including and/or in addition to: • Financial statements, accounting, financial reporting and internal controls, including working with auditors; • Compliance with legal and regulatory requirements and ethics programs; • Performance of internal audit function and effectiveness of internal controls; and • Cybersecurity breaches and required disclosures.	Compensation Committee Oversees risks related to compensation and human capital management, including: • Overall compensation policies, practices and philosophy; • Incentive and equity-based compensation plans; • Regulatory compliance with respect to compensation matters; and • Compensation recovery policy.	Nominating, Governance & Corporate Responsibility Committee Oversees risks related to our overall corporate governance, including: • Board nominations, evaluations and effectiveness; • Board and committee composition, skills tenure and diversity; • Board and management succession planning; and • ESG strategy, initiatives and policies and ESG-related risks.

Management • Identifies and assesses material risks • Develops and implements appropriate risk management strategies • Integrates risk management into decision-making process • Ensures that information with respect to material risks is transmitted to the board and its committees, as appropriate


Compensation	Amount
Chairman Cash Retainer	$	340,000
Director Cash Retainer	$	80,000
Lead Independent Director, supplemental	$	20,000
Audit Committee Chair, supplemental	$	30,000
Compensation Committee Chair, supplemental	$	25,000
Nominating, Governance and Corporate Responsibility Committee, Chair, supplemental	$	20,000
Non-Chair Committee Member, supplemental	$	10,000


Name	Fees earned or paid in cash		Stock awards (1)		Total
Kenneth M. Woolley	$	340,000	$	160,000	$	500,000
Roger B. Porter (2)	127,500		160,000		287,500
Jennifer Blouin (3)	54,148		160,000		214,148
Joseph J. Bonner	100,000		160,000		260,000
Gary Crittenden	115,000		160,000		275,000
Spencer F. Kirk	80,000		160,000		240,000
Diane Olmstead	105,000		160,000		265,000
Jefferson Shreve (4)	80,000		160,000		240,000
Julia Vander Ploeg	107,500		160,000		267,500
Mark Barberio (5)	—		—		—
Susan Harnett (6)	—		—		—
Joseph V. Saffire (7)	—		—		—
Total	$	1,109,148	$	1,440,000	$	2,549,148


ZACH DICKENS AGE: 49 TITLE: Executive Vice President and Chief Investment Officer			Zach Dickens has served as our Chief Investment Officer since December 2020. Mr. Dickens has been with the Company since 2002, and he has served in various roles in the real estate department, including most recently as Executive Vice President of Investments. Mr. Dickens has been instrumental in the Company's investments, structuring transactions with joint venture partners, preferred equity investments and growing the Company’s bridge lending program. Prior to joining Extra Space Storage, Mr. Dickens oversaw a technical support team at eBay. Mr. Dickens has a Master of International Management from Thunderbird School of Global Management, has an M.B.A from Arizona State University and a bachelors in Russian Language from the University of Utah.

MATTHEW HERRINGTON AGE: 43 TITLE: Executive Vice President and Chief Operations Officer			Matt Herrington has served as our Chief Operations Officer since June 2020. In addition to leading operations, Mr. Herrington oversees facilities management and construction. Mr. Herrington has been a member of the Company’s senior management team for over a decade, most recently serving as the Senior Vice President of Operations from 2015-2020, responsible for the Company's operations in the western United States including approximately 900 locations. Mr. Herrington has been with the Company since 2007 in various roles including Divisional Vice President of Operations and Senior District Manager, Operations. Mr. Herrington holds a Master's of Science in Management from Baker University and a Bachelor's in Business Administration from the University of Nebraska - Kearney.

GWYN G. MCNEAL AGE: 55 TITLE: Executive Vice President and Chief Legal Officer			Gwyn G. McNeal has served as our Chief Legal Officer since July 2013. Ms. McNeal has been with the Company since 2005. Prior to her current role she was the Vice President and Associate General Counsel of the Company, providing legal support to the Company’s operations team along with overseeing litigation, employment law matters and intellectual property. Ms. McNeal began her career practicing law with Latham & Watkins LLP, San Diego from 1992 to 2000. She then served as General Counsel for 3form, Inc. from 2000 to 2003. Prior to joining the Company, Ms. McNeal represented the Company as external counsel with Nelson Christensen & Helsten. Ms. McNeal holds a B.A. from Brigham Young University and a J.D. from the University of Southern California.

SAMRAT SONDHI AGE: 49 TITLE: Executive Vice President and Chief Marketing Officer			Samrat Sondhi has served as our Chief Marketing Officer since June 2020. Prior to this, Mr. Sondhi was Chief Operations Officer from January 2013 to June 2020, a member of the Company’s senior management team since 2008 and has been with the Company since 2003. He has served in various roles including Divisional Vice President, covering core markets across the United States, and Senior Vice President Revenue Management, playing a key role in the evolution of pricing strategy and execution for the self-storage industry. Prior to joining the Company, Mr. Sondhi served as the Vice President Revenue Management for Storage USA for two years. Prior to joining Storage USA, Mr. Sondhi worked as a consultant with Deloitte Consulting from 2001 to 2002. Mr. Sondhi holds an M.B.A. degree from Carnegie Mellon University and a B.S. in electronics from Pune University, India.

NOAH SPRINGER AGE: 45 TITLE: Executive Vice President and Chief Strategy and Partnership Officer			Noah Springer has served as our Chief Strategy and Partnership Officer since December 2020. Mr. Springer has been with the Company since 2006, and has served in various roles in acquisitions, third-party management and asset management, most recently as Executive Vice President and Chief Strategy and Partnership Officer. Mr. Springer helped create Management Plus, Extra Space Storage’s third-party management platform, and continues to lead that business, as well as the Company's joint venture platforms. Prior to joining Extra Space, Mr. Springer worked for a number of years in banking. He has a B.A. in Finance and an MBA from the University of Utah.

SCOTT STUBBS AGE: 56 TITLE: Executive Vice President and Chief Financial Officer			Scott Stubbs has served as our Chief Financial Officer since December 2011. He served as the Company’s Senior Vice President Finance and Accounting since our inception as a public company, and the Corporate Controller of our predecessor beginning in December 2000. Prior to joining our predecessor, Mr. Stubbs served as Chief Financial Officer of the Lyon Company from June 2000 through December 2000. From 1995 through 2000, he served as the U.S. Controller of Critchley Inc. and from November 1992 through June 1995, he worked at Neilson, Ellgren, Durkin & Co. as a consultant. Mr. Stubbs is a licensed CPA and holds a B.S. and a Masters in Accountancy from Brigham Young University.


• AvalonBay Communities, Inc.	• Invitation Homes, Inc.	• SBA Communications Corporation
• Boston Properties, Inc.	• Life Storage, Inc.	• Sun Communities, Inc.
• CubeSmart	• Mid America Apartment Communities, Inc	• UDR, Inc.
• Digital Realty Trust, Inc.	• National Storage Affiliates Trust	• Vornado Realty Trust
• Equinix, Inc.	• Public Storage	• Welltower Inc
• Equity Residential	• Realty Income Corporation
• Essex Property Trust, Inc.	• Regency Centers Corporation


2023 Goals			2023 Achieved
•Same Store NOI growth of 5.0% or higher			•Same Store NOI growth of 2.8%
•Do not exceed Corporate G&A budget, unless caused by growth or market conditions (budget revised to $85 million after Life Storage acquisition)			•Corporate G&A was 3.8% under budget prior to the Life Storage acquisition and 7.8% under budget after the budget was modified to account for the Life Storage acquisition
•Acquire $750 million in gross investments			•Closed $15 billion merger with Life Storage plus closed over $698 million in gross investments
•Expand third party management platform by 120 stores (gross) and collect $121 million in fees and insurance revenue (excluding the Life Storage managed stores)			•Expanded third party management platform by 225 stores (gross) and collected $122 million in fees and revenue insurance, excluding fees collected from the Life Storage third party management platform
•Close Life Storage acquisition, integrate systems, people and develop dual brand-strategy			•Closed the Life Storage acquisition on July 20, 2023 and successfully integrated the systems and people within 30 days after closing and implemented a dual-brand strategy within 90 days after closing.
•Execute one to three long-term public bond offerings and seek to increase leverage			•Executed three long-term public bond deals, issuing $1.55 billion in bonds with 5-7 year maturities


	Target Number of Performance Based Stock Units	Resulting Number of Performance Based Stock Units (1)
Joseph D. Margolis	21,760	43,520
Scott Stubbs	6,080	12,160
Zach Dickens	1,479	2,958
Samrat Sondhi	4,665	9,330
Noah Springer	1,202	2,404


Position	Base Salary Multiple	Time to Attain
CEO	5x	5 years
Executive Vice President	3x	5 years
Senior Vice President	1x	5 years


Name and principal position	Year	Salary		Bonus		Non-equity incentive plan compensation (1)		Stock awards (2)		All other compensation (3)		Total
Joseph D. Margolis	2023	$	900,000	$	—	$	1,393,875	$	9,059,042	$	927,784	$	12,280,701
Chief Executive Officer	2022	900,000		—		1,890,000		8,024,201		814,543		11,628,744
	2021	850,000		—		1,434,375		4,278,669		752,938		7,315,982

Scott Stubbs	2023	$	500,000	$	—	$	553,125	$	2,399,700	$	266,974	$	3,719,799
Chief Financial Officer	2022	500,000		—		750,000		2,125,761		235,539		3,611,300
	2021	475,000		—		593,750		1,195,510		219,934		2,484,194

Zach Dickens	2023	$	460,000	$	—	$	407,100	$	2,519,836	$	108,265	$	3,495,201
Chief Investment Officer

Samrat Sondhi	2023	$	495,000	$	—	$	438,075	$	2,531,662	$	213,154	$	3,677,891
Chief Marketing Officer	2022	450,000		140,625		562,500		1,554,432		182,985		2,890,542
	2021	410,000		—		486,875		917,220		170,463		1,984,558

Noah Springer	2023	$	460,000	$	—	$	407,100	$	2,639,808	$	88,002	$	3,594,910
Chief Strategy and Partnership Officer	2022	410,000		128,125		512,500		1,568,737		59,916		2,679,278


		Estimated future payouts under non-equity incentive plan awards						Estimated future payouts under equity incentive plan awards			All other stock awards: number of shares of stock or units (4)	Grant date fair value of stock awards (5)
Name	Grant date (1)	Threshold		Target (2)		Maximum (2)		Threshold (#)	Target (#) (3)	Maximum (#) (3)
Joseph D. Margolis
Annual Incentive		$	393,750	$	1,575,000	$	1,968,750				—	$	—
Stock awards	3/1/2023										11,533	1,887,491
PSU awards	3/1/2023							—	34,599	69,198	—	7,171,551
Scott Stubbs
Annual Incentive		$	156,250	$	625,000	$	781,250				—	$	—
Stock awards	3/1/2023										3,055	499,981
PSU awards	3/1/2023							—	9,165	18,330	—	1,899,719
Zach Dickens
Annual Incentive		$	115,000	$	460,000	$	575,000				—	$	—
Stock awards	3/1/2023										3,208	525,021
PSU awards	3/1/2023							—	9,624	19,248	—	1,994,815
Samrat Sondhi
Annual Incentive		$	123,750	$	495,000	$	618,750				—	$	—
Stock awards	3/1/2023										3,223	527,476
PSU awards	3/1/2023							—	9,669	19,338	—	2,004,186
Noah Springer
Annual Incentive		$	115,000	$	460,000	$	575,000				—	$	—
Stock awards	3/1/2023										3,361	550,061
PSU awards	3/1/2023							—	10,082	20,164	—	2,089,747


	Option awards					Stock awards
Name	Number of shares underlying unexercised options exercisable	Number of shares underlying unexercised options unexercisable	Option exercise price		Option expiration date	Number of shares that have not vested (1)	Market value of shares that have not vested (2)		Equity incentive plan awards; Number of unearned shares, units or other rights that have not vested (3)	Equity incentive plan awards; Market or payout value of unearned shares, units or other rights that have not vested (2)

Joseph D. Margolis	—	—	$	—	--	27,101	$	4,345,103	63,756	$	10,221,999

Scott Stubbs	—	—	—		--	7,299	1,170,249		16,889	2,707,813

Zach Dickens	—	—	—		--	6,046	969,355		14,374	2,304,583

Samrat Sondhi	2,625	—	85.99		2/22/2026	6,409	1,027,555		15,317	2,455,775

Noah Springer	—	—	—		--	6,093	976,891		15,730	2,521,991


Name and Type of Payment or Benefit	Change in Control		Involuntary Termination Following a Change in Control		Death or Disability(4)
Joseph D. Margolis
Cash Payment	$	—	$	4,945,500	$	—
Value of Acceleration of Time-Based Equity Awards (1)	—		4,345,103		4,345,103
Value of Acceleration of Time-Based Equity Incentive Plan Awards (2)	10,221,999		10,221,999		4,965,580
Benefits (3)	—		28,608		—
Scott Stubbs
Cash Payment	—		2,264,583		—
Value of Acceleration of Time-Based Equity Awards (1)	—		1,170,249		1,170,249
Value of Acceleration of Time-Based Equity Incentive Plan Awards (2)	2,707,813		2,707,813		1,315,401
Benefits (3)	—		45,977		—
Zach Dickens
Cash Payment	—		1,749,733		—
Value of Acceleration of Time-Based Equity Awards (1)	—		969,355		969,355
Value of Acceleration of Time-Based Equity Incentive Plan Awards (2)	2,304,583		2,304,583		1,022,050
Benefits (3)	—		45,977		—
Samrat Sondhi
Cash Payment	—		2,075,383		—
Value of Acceleration of Time-Based Equity Awards (1)	—		1,027,555		1,027,555
Value of Acceleration of Time-Based Equity Incentive Plan Awards (2)	2,455,775		2,455,775		1,120,439
Benefits (3)	—		45,977		—
Noah Springer
Cash Payment	—		1,794,525		—
Value of Acceleration of Time-Based Equity Awards (1)	—		976,891		976,891
Value of Acceleration of Time-Based Equity Incentive Plan Awards (2)	2,378,015		2,378,015		1,046,527
Benefits (3)	—		41,824		—


Plan Category	Number of shares to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights			Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in the first column)
Equity compensation plans approved by security holders	9,272	(1)	$	82.47	(1)	477,624	(2)
Equity compensation plans not approved by security holders	—		—			—
Total	9,272		$	82.47		477,624


									Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for CEO		Compensation Actually Paid to CEO (1)		Average Summary Compensation Table Total for Non-CEO NEOs		Average Compensation Actually Paid to Non-CEO NEOs (1)		Total Stockholder Return		Peer Group Total Stockholder Return (2)		Net Income (in thousands)		Core FFO per Share (3)
2023	$	12,280,701	$	13,297,624	$	3,621,950	$	3,779,198	$	174.45	$	113.35	$	850,453	$	8.10
2022	$	11,628,744	$	821,731	$	2,946,484	$	927,072	$	153.35	$	99.67	$	921,156	$	8.44
2021	$	7,315,982	$	30,315,331	$	1,823,862	$	5,938,587	$	228.23	$	131.78	$	877,758	$	6.91
2020	$	6,782,212	$	11,474,793	$	1,694,401	$	3,746,746	$	113.57	$	92.00	$	517,582	$	5.28


Year	CEO	Non-CEO NEOs
2023	Joseph D. Margolis	Scott Stubbs, Samrat Sondhi, Noah Springer, Zach Dickens
2022	Joseph D. Margolis	Scott Stubbs, Gwyn G. McNeal, Samrat Sondhi and Noah Springer
2021	Joseph D. Margolis	Scott Stubbs, Matthew T. Herrington, Gwyn G. McNeal and Samrat Sondhi
2020	Joseph D. Margolis	Scott Stubbs, Matthew T. Herrington, Gwyn G. McNeal, James Overturf and Samrat Sondhi


	Valuation Assumptions
As of December 31,	PSU-TSR Award Granted	Risk-free rate		Volatility		Expected term (in years)
2022	February 2022	4.4	%	28.4	%	2
2022	February 2021	4.7	%	34.0	%	1
2021	February 2021	0.7	%	33.0	%	2
2022	February 2020	N/A		N/A		0
2021	February 2020	0.4	%	20.9	%	1
2020	February 2020	0.1	%	31.6	%	2


Financial Performance Measures
Core FFO per Share
Relative Total Stockholder Return Ranking to MSCI US REIT Index
Same-Store Property Net Operating Income


Name	Options (1)	Restricted Stock (2)	Number of Shares Beneficially Owned (3)	Percent of Class (4)
Directors
Kenneth M. Woolley (5)	6,647	1,093	409,551	*
Joseph D. Margolis (6)		31,574	233,075	*
Mark Barberio		—	21,163	*
Jennifer Blouin		1,093	1,093	*
Joseph J. Bonner		1,093	4,504	*
Gary Crittenden		1,093	4,330	*
Susan Harnett		—	2,832	*
Spencer F. Kirk (7)		1,093	948,195	*
Diane Olmstead		1,093	7,556	*
Roger B. Porter (8)		1,093	231,886	*
Joseph Saffire		—	42,343	*
Jefferson Shreve (9)		1,093	620,958	*
Julia Vander Ploeg		1,093	3,413	*

Non-Director Named Executive Officers
Scott Stubbs		8,698	164,805	*
Zachary Dickens (10)		8,562	19,472	*
Samrat Sondhi		8,057	94,126	*
Noah Springer (11)		8,946	15,235	*

All directors and executive officers as a group (19 persons)			2,871,040	1.36%


			Recommendation of the Board of Directors Our board of directors recommends that you vote FOR the election of Kenneth M. Woolley, Joseph D. Margolis, Mark G. Barberio, Joseph J. Bonner, Gary L. Crittenden, Susan Harnett, Spencer F. Kirk, Diane Olmstead, Joseph V. Saffire and Julia Vander Ploeg as directors for the term expiring at the 2025 Annual Meeting of Stockholders, and until their respective successors are duly elected and qualify.


	2023		2022
Audit Fees (1)	$	3,280,563	$	1,921,339
Audit-Related Fees (2)	—		—
Tax Fees (3)	1,899,873		1,134,858
All Other Fees	—		—
Total Fees	$	5,180,436	$	3,056,197


Name	Number of Shares Owned	Percent of Class (1)
The Vanguard Group, Inc. (2)	33,516,009	15.8%
BlackRock, Inc. (3)	21,260,908	10.0%
Capital World Investors (4)	19,727,804	9.3%
State Street Corporation (5)	13,931,254	6.6%


	For the Year Ended December 31, 2023
	(per share)
Net income attributable to common stockholders	$	803,198	$	4.74
Impact of the difference in weighted average number of shares – diluted (1)			(0.25)
Adjustments:
Real estate depreciation	418,149		2.34
Amortization of intangibles	59,295		0.33

Unconsolidated joint venture real estate depreciation and amortization	24,400		0.14

Distributions paid on Series A Preferred Operating Partnership units	(159)		—
Income allocated to Operating Partnership noncontrolling interests	47,255		0.26
FFO attributable to common stockholders and unit holders	$	1,352,138	$	7.56
Adjustments:
Life Storage Merger transition costs	66,732		0.37
Non-cash interest expense related to amortization of discount on Life Storage unsecured senior notes	18,786		0.10
Amortization of other intangibles related to the Life Storage merger, net of tax benefit	12,400		0.07


Core FFO attributable to common stockholders and unit holders	$	1,450,056	$	8.10

Weighted average number of shares—diluted (2)	178,969,993


INTERNET - Access “www.proxyvote.com” and follow the on-screen instructions. Have your proxy card available when you access the web page.
You may vote online until 9:59 p.m. Mountain Time on Wednesday, May 22, 2024.
MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.
IN PERSON - You may vote your shares in person by attending the virtual Annual Meeting.
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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 23, 2024: The Company’s proxy statement and accompanying annual report for fiscal year 2023 are available at www.extraspace.com/proxyonline.



∎	Note:	Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executors, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.	∎



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The undersigned stockholder of Extra Space Storage Inc., a Maryland corporation (the “Company”), hereby revokes all previous proxies, acknowledges receipt of the notice of annual meeting of stockholders of the Company and the accompanying proxy statement, and hereby appoints Joseph D. Margolis and Gwyn G. McNeal as proxies, each with full power of substitution, to represent and vote all shares of common stock of Extra Space Storage Inc. held of record by the undersigned on March 26, 2024, at the annual meeting of stockholders of the Company to be held virtually at ______________, on May 23, 2024 at 2:00 p.m. Mountain Time, or any adjournments or postponements thereof.