Extra Space Storage Inc
For the period ended Dec 31, 2024. Filed Apr 1, 2025.
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Dec 31, 2024 · Filed Apr 1, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
| 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 |
Extra Space Storage Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| 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 |
April 1, 2025
Dear Fellow Stockholder:
On behalf of the board of directors and officers of Extra Space Storage Inc., we are pleased to invite you to the 2025 Annual Meeting of Stockholders of Extra Space Storage Inc., which will be held virtually on May 21, 2025 at 2:00 p.m. Mountain Time.
In August 2024, Extra Space Storage celebrated twenty years since our Company’s initial public offering. At IPO, we had 136 properties and have since grown a highly diversified portfolio of over 4,000 properties in 42 states and the District of Columbia. In these twenty years, we have achieved many milestones, including:
Acquiring Storage USA, SmartStop, and Life Storage,
Growing our industry-leading third-party management and bridge lending programs,
Gaining inclusion in the S&P 500 index,
Earning investment grade ratings by S&P and Moody’s,
Receiving recognition from many different organizations for being one of the best places to work, environmental stewardship, and values and culture, and
Developing and refining industry-leading proprietary pricing, management, and operational technology and systems.
These and other successes have led to our proudest accomplishment, a 20-year total return for our shareholders of 2,437%. Our performance ranks first among our storage peers over this period and third among all publicly traded REITs.
2024 was marked by continued consolidation of the storage industry. Demand normalized, and much of the abundant supply of new properties that were delivered during the COVID demand boom has been absorbed. Despite the headwinds of normalizing demand and new supply, our team and systems delivered positive revenue growth in both our legacy Extra Space and our newly acquired Life Storage same-store pools, and we were the only storage company with positive FFO growth in the year. Although modest by historical levels, our performance led our publicly traded storage peers in revenue, net operating income, and FFO growth.
We also deployed significant capital in 2024, which will benefit our shareholders in the years to come. In a challenging environment for acquisition opportunities, we invested on our own and with joint venture partners over $900 million, frequently using creative structures to produce accretive transactions. Our third-party management program expanded by 238 net new properties in 2024, as owners sought the operational excellence provided by our platform, teams, and systems. 2024 was our largest single growth year in third-party management outside of the Life Storage merger and further expands our fastest growing and most profitable management program in the industry, which now totals over 1,500 managed properties. Furthermore, our bridge loan program has been highly successful, and we have now originated more than $2.4 billion in loans cumulatively.
Additionally, we rebranded all Life Storage locations to Extra Space, shifting to a single, unified brand. This decision came after a nearly yearlong evaluation, where the strength of the Extra Space brand outweighed any potential benefits to having multiple brands. It was a clear indication of our brand value and we look forward to the marketing advantages this will bring to our company.
We remain committed to innovating and improving the way we operate our business. Our company, and our industry, have come a long way in the past few decades, and there are still so many exciting opportunities ahead of us. Through all the growth, we have maintained our company culture and values that have led our success, and we are focused on upholding integrity with shareholders, partners, customers, and team members. We are proud of what we have built as a company, and we look forward to continuing to build our legacy for years to come.
This year we are again furnishing proxy materials and voting instructions to our stockholders through mail and over the Internet, as allowed by the Securities and Exchange Commission. On or about April 1, 2025, we intend to provide access to our digital proxy materials and to mail the Notice Regarding the Availability of Proxy Materials. Some stockholders may, if they have previously requested, receive paper copies by mail. We believe that this notice and access process expedites stockholders' receipt of proxy materials, while lowering costs of delivery and reducing the environmental impact of our annual meeting.
Your vote is important. Even if you plan to attend the meeting virtually, we urge you to vote your shares electronically through the internet or, if you have requested and received a paper copy of the proxy statement, by completing, signing and returning the paper proxy card enclosed with the proxy statement according to the instructions.
Thank you for your continued support, interest and investment in Extra Space Storage Inc.
Warmest regards,
| Kenneth M. Woolley, | Joseph D. Margolis, |
|---|---|
| Chairman | Chief Executive Officer |
TABLE OF CONTENTS
| 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 | 23 |
| Executive Officers | 24 |
| Executive Compensation | 25 |
| Security Ownership of Directors and Officers | 43 |
| Matters That May be Brought Before the Annual Meeting | 44 |
| Item 1. Election of Directors | 44 |
| Item 2. Ratification of the Engagement of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2025 | 44 |
| Item 3. Advisory Vote to Approve the Compensation of the Company's Named Executive Officers | 45 |
| Item 4. Approval of the Amended and Restated 2015 Extra Space Storage Inc. Incentive Award Plan | 46 |
| Other Matters | 55 |
| Appendix A — Reconciliation of Non-GAAP Financial Measures | 58 |
| Appendix B — Amended and Restated 2015 Incentive Award Plan | 59 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.