Extra Space Storage Inc DEF 14A, filed Apr 4, 2023

Extra Space Storage Inc. (EXR)

DEF 14A 2023-04-04

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Added on June 12, 2026

About this DEF 14A

Extra Space Storage Inc filed this DEF 14A on April 4, 2023.

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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			6



The Board of Directors and Certain Governance Matters			11















Leadership Structure , Risk Oversight and Committees of the Board			16









Director Compensation			22



Executive Officers			23


Executive Compensation			24







Security Ownership of Directors and Officers			40



Matters That May be Brought Before the Annual Meeting			41

Item 1. Election of Directors			41

Item 2. Ratification of the Engagement of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 20 23			41

Item 3. Advisory Vote to Approve the Compensation of the Company's Named Executive Officers			42



Other Matters			44























Appendix A — Reconciliation of Non-GAAP Financial Measures			48


Date and Time:	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 4, 2023. 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.
Wednesday, May 24, 2023, at 11:00 a.m., MT	Extra Space Storage Inc. Corporate Offices 2795 East Cottonwood Pkwy, Suite 300 Salt Lake City, Utah 84121


• Independent Lead Director and Independent Director-led Audit, Compensation, and Nominating & Governance Committees			• Code of Business Conduct & Ethics (signed by all directors, officers and employees)
• Separate Chairman and Chief Executive Officer			• Whistleblowing and whistleblower protection policy
• Nine out of ten directors are independent			• 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


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
Communications with Stockholders			- Responds and communicates with stockholders on inquiries when appropriate, following consultation with the Chairman and CEO


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 and financial reporting and internal controls; • 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 • Workforce diversity, equity and inclusion.	Nominating & Governance 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 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	$	330,000	$	160,000	$	490,000
Roger B. Porter	132,500		160,000		292,500
Joseph J. Bonner	100,000		160,000		260,000
Gary Crittenden	108,750		160,000		268,750
Spencer F. Kirk	80,000		160,000		240,000
Dennis Letham (2)	117,500		160,000		277,500
Diane Olmstead	100,000		160,000		260,000
Jefferson Shreve (3)	23,478		106,500		130,478
Julia Vander Ploeg	100,000		160,000		260,000
Total	$	1,092,228	$	1,387,000	$	2,479,228


SCOTT STUBBS AGE: 55 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, 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.

ZACH DICKENS AGE: 48 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 acquisitions, structuring transactions with joint venture partners 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: 42 TITLE: Executive Vice President and Chief Operations Officer			Matt Herrington has served as our Chief Operations Officer since June 2020. 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: 54 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: 48 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: 44 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 of Third-Party and Asset Management. 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 asset management and 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.


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


2022 Goals			2022 Achieved
•Core FFO per share of $7.96 or higher			•Core FFO per share of $8.44
•Same Store NOI growth of 15.2% or higher			•Same Store NOI growth of 20.3%
•Do not exceed Corporate G&A budget, unless caused by growth or market conditions			•Operated within 1.9% of Corporate G&A budget, largely due to higher compensation due to FFO performance and acquisition volume
•Close $1 billion of acquisitions (gross) and approve $450 million of bridge loans (gross)			•Invested $2.2 billion (gross) in acquisitions and approved over $800 million of bridge loans (gross)
•Expand third party management platform by 165 stores (gross) and collect $113 million in fees and insurance revenue			•Expanded third party management platform by 163 stores gross and collected $113.8 million in fees and revenue insurance


	Target Number of Performance Based Stock Units	Resulting Number of Performance Based Stock Units (1)
Joseph D. Margolis	22,748	45,496
Scott Stubbs	6,356	12,712
Gwyn G. McNeal	4,164	8,328
Samrat Sondhi	4,876	9,752
Noah Springer	966	1,932


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 (1)		Non-equity incentive plan compensation (2)		Stock awards (3)		All other compensation (4)		Total
Joseph D. Margolis	2022	$	900,000	$	—	$	1,890,000	$	8,024,201	$	814,543	$	11,628,744
Chief Executive Officer	2021	850,000		—		1,434,375		4,278,669		752,938		7,315,982
	2020	850,000		—		1,319,625		4,216,825		395,762		6,782,212

Scott Stubbs	2022	$	500,000	$	—	$	750,000	$	2,125,761	$	235,539	$	3,611,300
Chief Financial Officer	2021	475,000		—		593,750		1,195,510		219,934		2,484,194
	2020	475,000		—		527,250		1,178,223		150,903		2,331,376

Gwyn G. McNeal	2022	$	415,000	$	—	$	508,375	$	1,517,468	$	163,971	$	2,604,814
Chief Legal Officer	2021	400,000		—		450,000		782,981		147,509		1,780,490
	2020	400,000		—		417,600		771,806		96,773		1,686,179

Samrat Sondhi	2022	$	450,000	$	140,625	$	562,500	$	1,554,432	$	182,985	$	2,890,542
Chief Marketing Officer	2021	410,000		—		486,875		917,220		170,463		1,984,558
	2020	410,000		—		447,925		903,967		102,239		1,864,131

Noah Springer	2022	$	410,000	$	128,125	$	512,500	$	1,568,737	$	59,916	$	2,679,278
Chief Strategy and Partnership Officer				—


		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 (3)	Grant date fair value of stock awards (4)
Name	Grant date	Threshold		Target (1)		Maximum (1)		Threshold	Target (2)	Maximum (2)
Joseph D. Margolis
Annual Incentive		$	393,750	$	1,575,000	$	1,968,750				—	$	—
Stock awards	2/14/2022										9,719	1,887,527
PSU awards	2/14/2022							—	29,157	58,314	—	6,136,674
Scott Stubbs
Annual Incentive		$	156,250	$	625,000	$	781,250				—	$	—
Stock awards	2/14/2022										2,575	500,091
PSU awards	2/14/2022							—	7,724	15,448	—	1,625,670
Gwyn G. McNeal
Annual Incentive		$	103,750	$	415,000	$	518,750				—	$	—
Stock awards	2/14/2022										2,603	505,529
PSU awards	2/14/2022							—	4,808	9,616	—	1,011,940
Samrat Sondhi
Annual Incentive		$	112,500	$	450,000	$	562,500				—	$	—
Stock awards	2/14/2022										1,883	365,697
PSU awards	2/14/2022							—	5,648	11,296	—	1,188,735
Noah Springer
Annual Incentive		$	102,500	$	410,000	$	512,500				—	$	—
Stock awards	2/14/2022										1,583	307,434
Stock awards	7/1/2022										1,500	261,570
PSU awards	2/14/2022							—	4,750	9,500	—	999,733


	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 unearned shares that have not vested (1)	Market value of unearned 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	—	—	$	—		26,813	$	3,946,337	50,917	$	7,493,964

Scott Stubbs	—	—	—		—	7,350	1,081,773		13,804	2,031,673

Gwyn G. McNeal	—	—	—		—	5,729	843,194		8,790	1,293,712

Samrat Sondhi	2,625	—	85.99		2/22/2026	5,547	816,407		10,313	1,517,867

Noah Springer	—	—	—		—	4,034	593,724		5,952	876,015


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	$	—	$	5,580,000	$	—
Value of Acceleration of Time-Based Equity Awards (1)	—		3,946,337		3,946,337
Value of Acceleration of Time-Based Equity Incentive Plan Awards (2)	7,493,964		7,493,964		3,565,534
Benefits (3)	—		41,868		—
Scott Stubbs
Cash Payment	—		2,500,000		—
Value of Acceleration of Time-Based Equity Awards (1)	—		1,081,773		1,081,773
Value of Acceleration of Time-Based Equity Incentive Plan Awards (2)	2,031,673		2,031,673		975,509
Benefits (3)	—		41,868		—
Gwyn G. McNeal
Cash Payment	—		1,846,750		—
Value of Acceleration of Time-Based Equity Awards (1)	—		843,194		843,194
Value of Acceleration of Time-Based Equity Incentive Plan Awards (2)	1,293,712		1,293,712		626,594
Benefits (3)	—		41,868		—
Samrat Sondhi
Cash Payment	—		2,306,250		—
Value of Acceleration of Time-Based Equity Awards (1)	—		816,407		816,407
Value of Acceleration of Time-Based Equity Incentive Plan Awards (2)	1,517,867		1,517,867		734,821
Benefits (3)	—		41,868		—
Noah Springer
Cash Payment	—		2,101,250		—
Value of Acceleration of Time-Based Equity Awards (1)	—		593,724		593,724
Value of Acceleration of Time-Based Equity Incentive Plan Awards (2)	876,015		876,015		350,975
Benefits (3)	—		41,868		—


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)	784,635	(2)
Equity compensation plans not approved by security holders	—		—			—
Total	9,272		$	82.47		784,635


									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)
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	$	6,562,111	$	113.57	$	92.00	$	517,582	$	5.28


Year	CEO	Non-CEO NEOs
2022	Joseph D. Margolis	P. Scott Stubbs, Gwyn G. McNeal, Samrat Sondhi and W. Noah Springer
2021	Joseph D. Margolis	P. Scott Stubbs, Matthew T. Herrington, Gwyn G. McNeal and Samrat Sondhi
2020	Joseph D. Margolis	P. Scott Stubbs, Matthew T. Herrington, Gwyn G. McNeal 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	928	408,458	*
Joseph D. Margolis (6)		27,101	199,111	*
Roger B. Porter (7)		928	230,793	*
Joseph J. Bonner		928	4,367	*
Gary Crittenden		928	3,237	*
Spencer F. Kirk (8)		928	947,102	*
Dennis Letham		928	10,054	*
Diane Olmstead		928	6,463	*
Julia Vander Ploeg		928	2,320	*
Jefferson Shreve (9)		571	571	*

Non-Director Named Executive Officers
Scott Stubbs		7,299	153,954	*

Gwyn G. McNeal		5,574	32,039	*
Samrat Sondhi	2,625	6,409	87,985	*

Noah Springer (10)		6,729	10,224	*
All directors and named executive officers as a group (14 persons)			2,096,678	1.55%


			Recommendation of the Board of Directors Our board of directors recommends that you vote FOR the election of Kenneth M. Woolley, Joseph D. Margolis, Roger B. Porter, Jennifer Blouin, Joseph J. Bonner, Gary L. Crittenden, Spencer F. Kirk, Diane Olmstead, Jefferson S. Shreve and Julia Vander Ploeg as directors for the term expiring at the 2024 Annual Meeting of Stockholders, and until their respective successors are duly elected and qualify.


	2022		2021
Audit Fees (1)	$	1,921,339	$	1,749,630
Audit-Related Fees (2)	—		—
Tax Fees (3)	1,134,858		1,093,931
All Other Fees	—		—
Total Fees	$	2,986,311	$	2,843,561


Name	Number of Shares Owned	Percent of Class (1)
The Vanguard Group, Inc. (2)	22,331,133	16.5%
BlackRock, Inc. (3)	13,832,596	10.2%
Capital World Investors (4)	13,057,348	9.7%
State Street Corporation (5)	8,872,766	6.6%


	For the Year Ended December 31, 2022
	(per share)
Net income attributable to common stockholders	$	860,688	$	6.41
Impact of the difference in weighted average number of shares – diluted (1)			(0.40)
Adjustments:
Real estate depreciation	263,923		1.85
Amortization of intangibles	13,623		0.10
Gain on real estate transactions	(14,249)		(0.10)
Unconsolidated joint venture real estate depreciation and amortization	16,644		0.12

Distributions paid on Series A Preferred Operating Partnership units	(2,288)		(0.02)
Income allocated to Operating Partnership noncontrolling interests	60,468		0.42
FFO attributable to common stockholders and unit holders	$	1,198,809	$	8.38
Adjustments:



Transaction related costs	1,548		0.01
Property losses and tenant reinsurance claims due to hurricanes, net	6,200		0.05
Core FFO attributable to common stockholders and unit holders	$	1,206,557	$	8.44

Weighted average number of shares—diluted (2)	143,009,565


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 Tuesday, May 23, 2023.
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 Annual Meeting.
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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 24, 2023: The Company’s proxy statement and accompanying annual report for fiscal year 2022 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 27, 2023, at the annual meeting of stockholders of the Company to be held at the Extra Space Storage Inc. corporate offices located at 2795 East Cottonwood Parkway, Suite 300, Salt Lake City, UT 84121, on May 24, 2023 at 11:00 a.m. Mountain Time, or any adjournments or postponements thereof.