Extra Space Storage Inc
For the period ended Dec 31, 2024. Filed Apr 1, 2025.
View on SEC.govAbout 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, 2024 · Filed Apr 1, 2025
Contents
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 1, 2025. 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. |
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| Thursday, May 21, 2025,at 2:00 p.m., MT | www.virtualshareholdermeeting.com/EXR2025 |
| VIRTUAL MEETING | INTERNET | |||
| 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/EXR2025. 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. |
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Proposals & Voting Recommendations
| Extra Space Storage | 1 |
2024 Business Highlights
During 2024, we were the only publically traded self-storage REIT that delivered positive FFO growth, which was driven by our accretive storage investments, expense control, 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, with positive returns on initiatives. We do this through energy-saving initiatives such as installing solar panels, installing motion activated systems to turn lights on and off automatically, replacing older fixtures with modern energy-saving fixtures and bulbs, and retrofitting HVAC to higher efficiency systems. We also sell products made with recycled materials.
Environmental highlights for 2024 include the following:
Highly rated by the Global Real Estate Sustainability Benchmark (GRESB), with an "A" public disclosure score
Completed solar installation projects at 128 of our stores, investing $30.1 million
Over 800 REIT owned stores have solar panel systems
Completed LED lighting retrofit projects at 332 of our stores, investing $3.3 million
Invested $12.9 million in HVAC retrofits to higher efficiency heating and cooling systems
| 2 | Extra Space Storage |
Social Responsibility
Our greatest asset is our people. We strongly believe in training and retaining talented employees from all backgrounds 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 2024 include the following:
Chosen as one of U.S. News Best Companies to Work for,2024
Sponsored paid volunteer hours by our employees, benefiting both local and national nonprofit organizations
Named as one of Time Magazine's "Best Midsize Company" and "World's Best Companies"
Named by Newsweek on their "Greatest Workplaces and Best Workplace for Mental Wellbeing" lists
Continued investing in training, development and career planning programs for employees that enables Extra Space to attract and retain top talent
Focused on embedding our company values--Integrity, Excellence, Innovation, Teamwork and Passion-in all our programs and ensure they guide the way we work, interact with customers and behave in communities
Expanded participation in our Employee Resource Groups and focused on providing career planning resources and community-based mentorships
Awarded "There's Space for Everyone" scholarships to eight college students
Ranked on Forbes "Most Trusted Companies in America" list
Published EEO-1 data regarding employee demographics
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) |
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| • 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 |
| • Regular risk oversight and mitigation review, including cybersecurity | |
| Extra Space Storage | 3 |
Board Expertise and Composition
We are asking stockholders to elect ten directors to serve for a one-year term that will expire at the Company’s 2026 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. Woolley | Joseph D. Margolis | Mark G. Barberio | Joseph J. Bonner | Gary L. Crittenden | Susan Harnett | Spencer F. Kirk | Diane Olmstead | Joseph V. Saffire | Julia Vander Ploeg | |
|---|---|---|---|---|---|---|---|---|---|---|
| Skills and Experience | ||||||||||
| Real Estate Expert · X · X · X · X · X · X · X | ||||||||||
| REIT/Storage Industry Expert · X · X · X · X · X · X · X | ||||||||||
| Financial Literacy | X | X | X | X | X | X | X | X | X | X |
| M&A and Capital Markets · X · X · X · X · X · X · X · X | ||||||||||
| Technology Expertise, including cyber security · X · X · X · X | ||||||||||
| Operational Strategy Development | X | X | X | X | X | X | X | X | X | X |
| 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 | ||||||||||
| Financial, Accounting and/or Tax Expertise · X · X · X · X · X · X | ||||||||||
| Human Capital Management · X · X · X · X | ||||||||||
| Risk Management | X | X | X | X | X | X | X | X | X | X |
| Tenure and Independence | ||||||||||
| Age | 78 | 64 | 62 | 69 | 71 | 68 | 63 | 72 | 55 | 55 |
| Tenure | 20 | 9 | 2 | 6 | 5 | 2 | 20 | 12 | 2 | 4 |
| Independence | X | X | X | X | X | X | X | X | X | |
| Gender | ||||||||||
| Male | X | X | X | X | X | X | X | |||
| Female | X | X | X | |||||||
| Ethnicity | ||||||||||
| African American/Black | X | |||||||||
| Middle Eastern/North African | X | |||||||||
| White | X | X | X | X | X | X | X | X | ||
(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 a wide range of backgrounds and experience, including manufacturing, real estate, technology, financial services, and government, which we believe allows our board of directors to better serve our stockholders, customers and employees.
| 4 | Extra Space Storage |
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 2024 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 97% approval of the compensation paid to our named executive officers.
Executive Compensation
We believe that our 2024 executive compensation was aligned with the Company's strong performance during a strong year. The following is a summary of the key components of the 2024 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-three 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.
| Extra Space Storage | 5 |
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