Skip to main content

Extra Space Storage Inc

For the period ended Dec 31, 2023. Filed Apr 3, 2024.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2023 · Filed Apr 3, 2024

EXR$159.19-0.6%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Proxy Summary

The following is a summary that highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider, and you are urged to read the entire proxy statement carefully before voting.

Meeting Information

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., MTwww.virtualshareholdermeeting.com/EXR2024
VIRTUAL MEETINGINTERNETMAIL
The Annual Meeting will be a virtual meeting of stockholders, conducted via live audio webcast. You are entitled to participate in the Annual Meeting only if you were a holder of our common stock as of the close of business on the Record Date or if you hold a valid proxy for the Annual Meeting.You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/EXR2024. You also will be able to vote your shares electronically at the Annual Meeting. To participate in the Annual Meeting, you will need the control number included on your Notice or proxy card.You may vote your shares through the internet by signing on to the website identified on the proxy card and following the procedures described on the website. Internet voting is available 24 hours a day until 11:59 p.m. ET on the day before the annual meeting. If you vote through the internet, you should not return your proxy card.If you choose to vote by mail, simply complete the accompanying proxy card, date and sign it, and return it in the postage-paid envelope provided.

Proposals & Voting Recommendations

Extra Space Storage1

2023 Business Highlights

Our continued growth in 2023 reflects not only strong operating performance, but also accretive storage investments, profitable joint ventures and third party management and an optimized balance sheet.

Sustainability

At Extra Space, we believe that part of doing well is acting as good corporate citizens and running a company that is built to last. With a focus on the future, we plan to benefit our stockholders today and over the long term. We do so by taking care of our customers, our employees, and our real estate holdings and by reducing our overall impact on the environment. We believe that our environmental, social and governance initiatives are consistent with our obligation to maximize stockholder value. In an effort to communicate better with our stockholders and be transparent about our sustainability practices, the company has published a sustainability report, which can be found at https://ir.extraspace.com/sustainability.

Environmental

As a public real estate investment trust ("REIT") and owner and manager of real estate, we are not only stewards of our stockholders’ capital, but also of the environment. As stewards, we seek to reduce our carbon impact. We do this through energy-saving initiatives such as installing solar panels, installing motion activated systems to turn lights on and off automatically and replacing older fixtures with modern energy-saving fixtures and bulbs. We also sell products made with recycled materials.

Environmental highlights for 2023 include:

Highly rated by the Global Real Estate Sustainability Benchmark (GRESB), with an "A" public disclosure score

Completed solar installation projects at 96 of our stores, investing $24.3 million

Over 700 REIT owned stores have solar panel systems

Completed LED lighting retrofit projects at 159 of our stores, investing $1.5 million

Saved over 22 million sheets of paper through digital lease initiative (program to date)

Invested $5.0 million in HVAC retrofits to higher efficiency heating and cooling systems

2Extra Space Storage

Social Responsibility

Our greatest asset is our people. We strongly believe in training and retaining talented diverse employees and having management at all levels engage with our employees, our customers, our board and other stakeholders. At Extra Space, we believe that as we take care of our employees, they will take care of our customers and our facilities. We do so by focusing on employee engagement, inclusion, safety and wellness.

Social highlights for 2023 include:

Chosen as one of U.S. News Best Companies to Work for, 2023

Sponsored paid volunteer hours by our employees, benefiting both local and national nonprofit organizations

Listed as one of America's Most Responsible Companies by Newsweek magazine

Named as one of America's Greatest Workplaces for Diversity by Newsweek magazine

Continued to implement and pursue diversity, equity and inclusion initiatives and tracking that assist us in attracting and retaining diverse top talent, including expanding participation in our employee resource groups

Noted by the Utah Governor's Office of Economic Opportunity and the Utah Women & Leadership Project as one of the top 100 companies championing women

Continued Education Assistance Program with Western Governors University allowing our employees to enroll and work towards an undergraduate degree in Business or Information Technology, providing scholarships and other assistance throughout 2023

Awarded "There's Space for Everyone" scholarships to eight college students

Matched employee donations to Feeding America, resulting in 400,000 meals donated to food banks

Published EEO-1 data regarding employee demographics

Extra Space Storage3

Governance

We are committed to strong corporate governance to promote the long-term interests of our stockholders, strengthen management accountability and help maintain public trust in Extra Space. We encourage open communication and positive working relationships among the members of our board. Our directors have access to, and regularly meet with, senior management and other employees. We actively seek input from our stockholders through our stockholder engagement programs and regular meetings with management. The Corporate Governance section below describes our governance framework which includes the following highlights:

• 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

(1) Refers to the current directors elected or appointed in 2023.

4Extra Space Storage

Board Expertise and Diversity

We are asking stockholders to elect ten directors to serve for a one-year term that will expire at the Company’s 2025 annual meeting. Each director nominee is elected annually by the affirmative vote of at least a majority of the stockholders present in person or represented by proxy and entitled to vote for the election of directors.

Our director nominees bring a balance of experience and perspective. We believe that our board’s expertise allows the board to effectively oversee management to ensure that the interests of the board of directors and management align with the interests of our stockholders.

Kenneth M. WoolleyJoseph D. MargolisMark G. BarberioJoseph J. BonnerGary L. CrittendenSusan HarnettSpencer F. KirkDiane OlmsteadJoseph V. SaffireJulia Vander Ploeg
Skills and Experience
Real Estate Expert · X · X · X · X · X · X · X
Financial LiteracyXXXXXXXXXX
M&A and Capital Markets · X · X · X · X · X · X · X · X
Technology Expertise, including cyber security · X · X · X · X
Operational Strategy DevelopmentXXXXXXXXXX
Corporate Governance & Compensation · X · X · X · X · X · X · X · X · X
Public Company Executive Experience · X · X · X · X · X · X · X · X
Public Company Board Experience (1) · X · X · X · X · X · X · X · X
Risk ManagementXXXXXXXXXX
Tenure and Independence
Age77636168706762715454
Tenure1981541191114
IndependenceXXXXXXXXX
Gender
MaleXXXXXXX
FemaleXXX
Ethnicity
African American/BlackX
Middle Eastern/North AfricanX
WhiteXXXXXXXX

(1) Excluding Extra Space Storage Inc.

All our directors have risk management experience and are financially literate. In addition to the diversity of our directors' skills sets set forth above, our nominees for director come from diverse backgrounds including manufacturing, real estate, technology, financial services, and government. Our directors are also diverse in age, race and gender, which we believe allows our board of directors to better serve our stockholders, customers and employees.

Extra Space Storage5

Executive Compensation Highlights

We are requesting your non-binding vote to approve the compensation of our named executive officers (“NEOs”) as described in the "Executive Compensation" section of this proxy statement. The goals for our executive compensation program are to (i) attract, retain and motivate effective executive officers, (ii) align the interests of our executive officers with the interests of the Company and our stockholders and (iii) align market competitive compensation with our short-term and long-term performance. At the Company’s 2023 Annual Meeting of Stockholders, an advisory vote was held to approve executive compensation, thereby affording stockholders the opportunity to cast a vote on the compensation programs for our named executive officers. The result of this vote indicated 96% approval of the compensation paid to our named executive officers.

Executive Compensation

We believe that our 2023 executive compensation was aligned with the Company's strong performance during a transformative year. The following is a summary of the key components of the 2023 compensation program for our NEOs. The majority of compensation of our NEOs is performance related to ensure that our executive officers are closely aligned with maximizing stockholder value, as reflected in the charts below. Ninety-one percent of our CEO’s compensation and 86% of our other NEOs’ compensation is variable depending on meeting or exceeding certain goals or targets or based on total shareholder return of the Company.

6Extra Space Storage
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.