Extra Space Storage Inc. Files 2023 Proxy Statement

Ticker: EXR · Form: DEF 14A · Filed: Apr 3, 2024 · CIK: 1289490

Extra Space Storage INC. DEF 14A Filing Summary
FieldDetail
CompanyExtra Space Storage INC. (EXR)
Form TypeDEF 14A
Filed DateApr 3, 2024
Risk Levellow
Pages16
Reading Time19 min
Key Dollar Amounts$452 million, $24.3 million, $1.5 million, $5.0 million
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, executive-compensation, governance

Related Tickers: EXR

TL;DR

Extra Space Storage's proxy statement is out, detailing exec pay and stock awards for 2023.

AI Summary

Extra Space Storage Inc. filed its DEF 14A on April 3, 2024, detailing executive compensation and corporate governance for the fiscal year ending December 31, 2023. The filing includes information on equity awards granted to both PEO (Principal Executive Officer) and Non-PEO NEOs (Named Executive Officers) for the years 2020 through 2023.

Why It Matters

This filing provides shareholders with crucial information regarding how executive compensation is structured and awarded, impacting their voting decisions on corporate governance matters.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) that provides information to shareholders and does not inherently introduce new risks.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Proxy Statement, is used to solicit shareholder votes on important corporate matters, including the election of directors and executive compensation.

When did Extra Space Storage Inc. file this DEF 14A?

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

What fiscal year does this filing primarily cover?

This filing primarily covers the fiscal year ending December 31, 2023.

What specific type of compensation information is detailed for executives?

The filing details equity awards granted to both PEO (Principal Executive Officer) and Non-PEO NEOs (Named Executive Officers) for the years 2020 through 2023.

Where is Extra Space Storage Inc. headquartered?

Extra Space Storage Inc. is headquartered in Salt Lake City, UT, with its business address listed as 2795 Cottonwood Parkway, Suite 400.

Filing Stats: 4,666 words · 19 min read · ~16 pages · Grade level 11 · Accepted 2024-04-03 16:31:43

Key Financial Figures

Filing Documents

Executive Compensation

Executive Compensation 28

Security Ownership of Directors and Officers

Security Ownership of Directors and Officers 44 Matters That May be Brought Before the Annual Meeting 46

Election of Directors

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

Advisory Vote to Approve the Compensation of the Company's Named Executive Officers

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 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 vo te 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 VIRTUAL MEETING INTERNET MAIL 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

Executive Compensation Highlights

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

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. 6 Extra Space Storage INFORMATION ABOUT THE BOARD OF DIRECTORS AND ITS COMMITTEES Nominees for Directors KENNETH M. WOOLLEY AGE: 77 NON-EXECUTIVE CHAIRMAN OF THE BOARD JOSEPH D. MARGOLIS AGE: 63 CEO AND DIRECTOR Experience: Kenneth M. Woolley is the founder of our Company, served as our Executive Chairman and CEO from our formation through March 2009, and Chief Investment Officer from July 2012 to July 2013. Since July 2012, Mr. Woolley has served as Executive Chairman (July 2012 - May 2018) and Chairman (May 2018 - present) of the board of directors. Mr. Woolley resigned from his position as Chairman and CEO of the Company effective April 1, 2009, to serve a voluntary three-year mission for his church, during which time he remained a director. Mr. Woolley has been involved in the self-storage industry since 1977. He has been directly responsible for developing over 185 properties and acquiring over 800 self-storage properties throughout the United States. Early in his career he was a management consultant with the Boston Consulting Group. From 1979 to 1998, he was an Associate Professor, and later an Adjunct Associate Professor of Business Administration at Brigham Young University, where he taught undergraduate and M.B.A. classes in Corporate Strategy and Real Estate. Mr. Woolley has also developed more th

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