exr-20240403

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 3, 2024

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 2024 Annual Meeting of Stockholders of Extra Space Storage Inc., which will be held virtually on May 23, 2024 at 2:00 p.m. Mountain Time.

We have had a busy and remarkable year at Extra Space Storage in 2023. On July 20th, 2023, we completed a merger with Life Storage, Inc. ("LSI") and added a high-quality, broadly diversified, national storage portfolio of more than 1,200 properties totaling approximately 90 million square feet to our platform. The merger further increases Extra Space’s significant scale, with a national portfolio of over 3,600 stores, totaling 283 million rentable square feet. Our larger scale provides us with greater operational efficiencies, as well as access to more and better data in our sector, which will facilitate quicker and better analysis and decisions.

Despite the focus on and efforts required by the merger, we did not ignore our core business. We continue to innovate and test customer acquisition, pricing and other tools to optimize store performance in a difficult environment. We grew same-store revenue in 2023 by 3.1%. We increased our third-party management business by 189 stores (net) not including the managed stores that came with the LSI merger, and this business remains the largest, fastest growing and most profitable in the industry. Our bridge loan business continues to thrive with $452 million of new loans approved, and it provides attractive risk-adjusted returns and new management and acquisition opportunities. We also made progress developing a scalable platform for remotely managed stores. We believe all of these efforts will drive increased shareholder value.

While we are very optimistic about the future, we are also aware of concerns from investors today, including uncertainty around interest rates, cap rates, sector demand, and the possibility of a recession, to name a few. While we are not exempt from the impacts of these external forces, our need-based sector, geographically diverse portfolio, unique ownership strategy and sophisticated operating platform have allowed us to operate and grow efficiently through different stages of economic cycles during our 46-year history. Our portfolio, platform and team have never been stronger. Our technology and scale advantages, together with financial flexibility and durability, position us for long term success. We will continue to work hard to deliver the results our shareholders have come to expect from Extra Space Storage, as we move Forward in Excellence in 2024 and beyond.

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 3, 2024, 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 so 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			7



The Board of Directors and Certain Governance Matters			12















Leadership Structure, Risk Oversight and Committees of the Board			18









Director Compensation			25



Executive Officers			27


Executive Compensation			28







Security Ownership of Directors and Officers			44



Matters That May be Brought Before the Annual Meeting			46

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

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 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., 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 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 Storage			1

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


2			Extra 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 Storage			3

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.


4			Extra 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. 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

Financial Literacy

M&A and Capital Markets

Technology Expertise, including cyber security

Operational Strategy Development

Corporate Governance & Compensation

Public Company Executive Experience

Public Company Board Experience (1)

Risk Management

Tenure and Independence

Age

Tenure

Independence

Gender

Male

Female

Ethnicity

African American/Black

Middle Eastern/North African

White

(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 Storage			5

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.


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 than 17,000 apartment units through his Las Vegas entity, Nevada West Partners. He is also a partner in New York based Gaia Real Estate, which owns 3,000 apartment units. He has also founded several companies in the retail, electronics, food manufacturing and natural resources industries. Mr. Woolley holds a B.A. in physics from Brigham Young University and an M.B.A. and Ph.D. in business administration from the Stanford Graduate School of Business. Mr. Woolley has been a member of our board of directors since August 2004.

Qualifications:

Mr. Woolley was selected to serve as Chairman based on his experience and knowledge of our Company and his extensive experience in the real estate and self-storage industry.

Experience:

Joseph D. Margolis has served as our Chief Executive Officer since January 1, 2017. Previously, he served as our Executive Vice President and Chief Investment Officer from July 2015 until December 31, 2016. From 2011 until July 2015, he also was Senior Managing Director and Partner at Penzance Properties, a vertically integrated owner, operator and developer of office and other properties in the Washington, D.C. metro area. Previously, Mr. Margolis was a co-founding partner of Arsenal Real Estate Funds, a private real estate investment management firm, from 2004 through 2011. Before forming Arsenal in 2004, Mr. Margolis held senior positions from 1992 to 2004 at Prudential Real Estate Investors in portfolio management, capital markets and as General Counsel. Before that, Mr. Margolis worked for The Prudential Insurance Company of America as in-house real estate counsel from 1988 through 1992, and as a real estate associate at the law firm of Nutter, McClennen & Fish from 1986 through 1988. Mr. Margolis currently serves as a director for Invitation Homes, a publicly traded REIT. Mr. Margolis is a graduate of Harvard College and Columbia University School of Law. Mr. Margolis served as a member of our board of directors from February 2005 until July 2015 and rejoined our board on May 18, 2017 after his appointment as Chief Executive Officer.

Qualifications:

Mr. Margolis was selected to serve as a member on our board based on his knowledge of our Company and his extensive finance and real estate experience.


2024 Proxy Statement			7

INFORMATION ABOUT THE BOARD OF DIRECTORS AND ITS COMMITTEES

MARK G. BARBERIO

AGE: 61

DIRECTOR

JOSEPH J. BONNER

AGE: 68

DIRECTOR

COMMITTEES:

Compensation, Nominating, Governance & Corporate Responsibility

Experience:

Mark G. Barberio has served as a Principal at Markapital, LLC, a business and M&A consulting firm, since 2013. From 2009-2013, Mr. Barberio served as the Co-Chief Executive Officer of Mark IV, LLC (now Dayco, LLC), a global diversified manufacturing company. Mr. Barberio also served as the Chief Financial Officer of Mark IV, LLC from 2004-2013. Mr. Barberio served as the Non-executive Chair of Life Storage, Inc. from 2015 until its acquisition by the Company in 2023. He currently serves as a director of Gibraltar Industries, Inc. and as the Non-executive Chair of Endo International plc. He is a trustee serving on the board of Rochester Institute of Technology. Mr. Barberio is a member of National Association of Corporate Directors ("NACD"). Mr. Barberio previously served as a director of Exide Technologies and Paragon Offshore Limited. Mr. Barberio holds a B.S. in Business-accounting from Rochester Institute of Technology, and an M.B.A. from the State University of New York at Buffalo. Mr. Barberio has been a member of our board of directors since July 2023.

Qualifications:

Mr. Barberio was selected to serve as a member of our board based on his experience with finance and capital markets as well as his years of leadership experience on several major public company boards.

Experience:

Joseph J. Bonner is the President & CEO of Solana Beach Capital LLC, where he is responsible for advising Owner/Operator/Developer clients on finding solutions for their real estate capital needs. He was previously the Chief Investment Officer of the UAE based company Mubadala Pramerica Real Estate Investors from 2010 to 2014. Mr. Bonner was responsible for executing the investment strategy of the company regionally as well as globally. From 1989 to 2010, Mr. Bonner held senior positions at Prudential Real Estate Investors in asset management and transactions where he was responsible for all real estate acquisitions in the Mid-Atlantic and Northeast Regions of the United States and the Eastern and Mid-Western Regions of Canada. From 1981 to 1987, Mr. Bonner was a senior engineer at Exxon Chemical Company, responsible for providing project management service to Exxon’s worldwide affiliates. Prior to joining Exxon, Mr. Bonner served as a Project Manager for IBM, where he was responsible for the design and construction of corporate office facilities. Mr. Bonner served as a Director at USAA Real Estate Company through June 2018. He is currently an Independent Director for three mutual funds managed by The Capital Group. Mr. Bonner is a member of the NACD. Mr. Bonner also serves on the Investment Committee of Rethink Community, a social impact community development firm. Mr. Bonner holds a B.A. in architecture from The Cooper Union, an M.S. in civil engineering from MIT, and an M.B.A. from Harvard University. Mr. Bonner has been a member of our board of directors since May 2019.

Qualifications:

Mr. Bonner was selected to serve as a member on our board based on his extensive experience in real estate investing, global capital markets, acquisitions and finance.


8			Extra Space Storage

INFORMATION ABOUT THE BOARD OF DIRECTORS AND ITS COMMITTEES

GARY L. CRITTENDEN

AGE: 70

DIRECTOR

COMMITTEES:

Audit (Chair), Compensation

SUSAN HARNETT

AGE: 67

DIRECTOR

Experience:

Gary L. Crittenden has served as an Executive Director at HGGC, LLC, a private equity firm, since January 2017. Mr. Crittenden previously served as the Chairman and Managing Partner of HGGC, LLC from December 2013 to December 2016, as its Chief Executive Officer from April 2012 to December 2013, and as its Managing Partner from 2009 to April 2012. Mr. Crittenden previously served as chairman of Citi Holdings, and as Chief Financial Officer at Citigroup, American Express Company, Monsanto, Sears Roebuck, Melville Corporation, and Filene’s Basement. Mr. Crittenden is a director of Primerica, Inc. and Zions Bancorporation. Mr. Crittenden holds a B.S. in Management from Brigham Young University, and an M.B.A. from the Harvard Business School. Mr. Crittenden has been a member of our board of directors since February 2020.

Qualifications:

Mr. Crittenden was selected to serve as a member of our board and as our Audit Committee chair based on his public company operating experience, financial and accounting expertise and his leadership experience within large enterprises.

Experience:

Susan Harnett has served as a mentor to digital startups at the FinTech Innovation Lab since 2015. Ms. Harnett is a founding limited partner of How Women Invest and a co-founder of Juntos, a start-up shoe company. Previously, Ms. Harnett served as the Chief Operating Officer (North America) with QBE Insurance Group from 2012-2015. Ms. Harnett is a director of OFG Bancorp, GoalSetter, and Sphere 3D. Ms. Harnett previously served as a director of Life Storage, Inc., Wellabe Insurance and First Niagara Financial Group. Ms. Harnett is a Certified Director with the NACD and a DCRO Qualified Risk Director. Ms. Harnett holds an M.B.A. from Northwestern University and a Bachelor of Arts degree from Marquette University. Ms. Harnett has been a member of our board of directors since July 2023.

Qualifications:

Ms. Harnett was selected to serve as a member of our board based on her depth of experience with corporate finance and corporate governance as well as her years of experience working with various boards of publicly traded and private companies.


2024 Proxy Statement			9

INFORMATION ABOUT THE BOARD OF DIRECTORS AND ITS COMMITTEES

SPENCER F. KIRK

AGE: 62

DIRECTOR

DIANE OLMSTEAD

AGE: 71

DIRECTOR

COMMITTEES:

Nominating, Governance and Corporate Responsibility (Chair), Audit

Experience:

Spencer F. Kirk served as the Company’s CEO from April 1, 2009 until his retirement on December 31, 2016. In addition, he has served as a director of the Company since its initial public offering in 2004, serving as the Company’s Chairman from April 1, 2009 until July 1, 2012. Previously, Mr. Kirk served as the Company’s President from September 2007 to April 2009 and as an Executive Vice President of the Company’s predecessor from 1998 to 2004. Mr. Kirk is the Company’s largest private individual stockholder. In addition to his contributions to the Company, Mr. Kirk founded Kirk Humanitarian with his wife, Kristen, in 2002, with the mission of improving global maternal health and birth outcomes. He currently serves full-time as Managing Director and, through his leadership, the family foundation has purchased and donated more than 6.6 billion UNIMMAP MMS prenatal vitamin doses to pregnant women in low-and middle-income countries worldwide. Before his involvement with the Company, Mr. Kirk co-founded Megahertz Corporation in 1985, which became the leading manufacturer of modems for laptop computers in the world. With Mr. Kirk serving as Chairman and CEO, Megahertz grew from a basement operation to the leading supplier of solution-oriented mobile data communications products. Megahertz went public in 1993 and in 1995 was acquired by US Robotics, which was later acquired by 3Com Corporation. Mr. Kirk holds a B.A. in finance and an M.B.A. from the University of Utah. Mr. Kirk has been a member of our board of directors since August 2004.

Qualifications:

Mr. Kirk was selected to serve as a member of our board based on his knowledge of our Company and the self-storage industry and his extensive experience in the management of public companies.

Experience:

Diane Olmstead has served as the Managing Director at Fillmore Capital Partners (FCP) since May 2018. Her key responsibilities include creating and managing the ESG policy and practices for FCP and its five owned real estate and health care operating companies; serving on the Board of Scioto (a company in which FCP has a majority control), and strategy development. Prior to FCP, Ms. Olmstead was Chief Investment Officer at Bridge Housing Corporation; prior to Bridge, Ms. Olmstead was the founder and Co-CEO of W3 Partners, from 2009 to 2016, and a principal to CIM Group from 2005 to 2009. Ms. Olmstead opened their San Francisco office where she headed acquisitions and development in Northern California and the Pacific Northwest and was a voting member of the investment committee. Prior to CIM Group, from 2000 to 2005, Ms. Olmstead was an Executive VP of iStar and responsible for all activities in iStar’s Western Region, including origination of structured finance transactions and acquisitions of triple net leases. From 1983 to 2000, Ms. Olmstead worked in positions of asset management, lending, acquisitions and equity raising with Arthur Andersen LLP, USF&G Corporation, Cigna Corporation and Aetna, Inc. Ms. Olmstead received an M.B.A. from Pepperdine University. She serves on the boards of Scioto and Mercy Housing. Ms. Olmstead is currently serving as a Planning Commissioner for Sonoma County, District 1. Ms. Olmstead is a member of the Policy Advisory Board of the Fisher Center for Real Estate and Urban Development (UC Berkeley), NAREIT, Women Corporate Directors (WCD) and NACD. Ms. Olmstead has been a member of our board of directors since December 2013.

Qualifications:

Ms. Olmstead was selected to serve as a member of our board and as our Nominating, Governance and Corporate Responsibility Committee chair based on her experience in real estate investing, acquisitions and corporate finance and her public company operating experience.


10			Extra Space Storage

INFORMATION ABOUT THE BOARD OF DIRECTORS AND ITS COMMITTEES

JOSEPH V. SAFFIRE

AGE: 54

DIRECTOR

JULIA VANDER PLOEG

AGE: 54

DIRECTOR

COMMITTEES:

Compensation (Chair), Audit

Experience:

Joseph V. Saffire served as the Chief Executive Officer for Life Storage, Inc. from March 2019 through July 2023. Mr. Saffire previously served as the Chief Investment Officer of Life Storage, Inc. Prior to joining Life Storage, Inc., Mr. Saffire served as the Executive Vice President and Head of Commercial Banking for First Niagara Bank. Mr. Saffire also served as the Executive Vice President and Head of Global Banking for Europe, the Middle East and Africa for Wells Fargo Bank from 2012 to 2014 and the Chief Operating Officer and Head of International Corporate and Commercial Banking in Germany for HSBC Bank from 2010 to 2012. Mr. Saffire previously served as a Director of Life Storage, Inc. Mr. Saffire received an M.B.A. from the University at Buffalo and a Bachelors of Science degree in Finance from Boston College. Mr. Saffire has been a member of our board of directors since July 2023.

Qualifications:

Mr. Saffire was selected to serve as a member of our board based on his deep self-storage operational strategy experience as well as his years of public company executive experience, including experience with investor relations.

Experience:

Julia Vander Ploeg has over 25 years of experience leading digital, e-commerce and technology operations for complex global businesses across diverse industries, including hospitality, automotive, entertainment, and retail. Ms. Vander Ploeg brings experience to our board on capital allocation, innovation, AI, data monetization and customer experience, as well as risk management, ranging from operations to cyber security. Ms. Vander Ploeg is an Adjunct Professor of Executive Education at the Kellogg School of Management at Northwestern University, and a Senior Advisor to McKinsey & Company. Ms. Vander Ploeg previously served as Senior Vice President and Global Head of Digital for Hyatt Hotels Corporation from 2018 to July 2022, where she led all e-commerce, digital and IT to advance Hyatt’s guest experience across 1200 hotels in 75 countries. Ms. Vander Ploeg also served as Vice President of Digital and Business Transformation for Volvo Car Group from 2017 through 2018, and as U.S. Vice President of Digital for McDonald’s Corporation from 2014 through 2017. Ms. Vander Ploeg currently sits on the supervisory board of Ahold Delhaize (Netherlands) and serves as a director for Neighborly Inc. Ms. Vander Ploeg previously served as a director on the Board of Radio Systems Corporation. Ms. Vander Ploeg received an M.B.A. from Northwestern University and a Bachelor of Arts degree in Marketing from Michigan State University. Ms. Vander Ploeg has been a member of our board since November 2020.

Qualifications:

Ms. Vander Ploeg was selected to serve as a member of our board and as our Compensation Committee chair based on her experience with digital marketing, e-commerce, technology, and cyber security.


2024 Proxy Statement			11

THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

Overview

The board of directors believes that the purpose of good corporate governance is to ensure that the board of directors is independent from management, adequately oversees management, and ensures that the interests of management and the board of directors align with the interests of our stockholders in order to maximize stockholder value in a manner consistent with all applicable legal requirements. The Company is committed to strong corporate governance that promotes the long-term interests of its stockholders, strengthens management accountability, and helps maintain public trust in the Company. Consequently, we have adopted corporate governance guidelines, which are available at www.extraspace.com under Company Info—Investor Relations—Corporate Governance.

2023

NAME

TITLE

2024 Nominee

Director

Independent

Audit
Committee

Compensation Committee

Nom, Gov & Corp Resp. Committee (6)

Kenneth M. Woolley

Chairman

Joseph D. Margolis

Director and CEO

Mark G. Barberio (1)

Director

Jennifer Blouin (2)

Director

Joseph J. Bonner

Director

Gary L. Crittenden

Director

Susan Harnett (3)

Director

Spencer F. Kirk

Director

Diane Olmstead

Director

Roger B. Porter (4)

Director

Joseph V. Saffire

Director

Jefferson Shreve (5)

Director

Julia Vander Ploeg

Director

C - Committee Chair

(1) The board anticipates nominating Mr. Barberio as the Lead Independent Director and a member of the Audit Committee and Compensation Committee following the 2024 Annual Meeting.

(2) Ms. Blouin is not standing for re-election at the 2024 Annual Meeting.

(3) The board anticipates nominating Ms. Harnett as a member of the Compensation Committee and Nominating, Governance & Corporate Responsibility Committee following the 2024 Annual Meeting.

(4) Current Independent Lead Director, Mr. Porter, is not standing for re-election at the 2024 Annual Meeting.

(5) Mr. Shreve is not standing for re-election at the 2024 Annual Meeting.

(6) The Nominating, Governance and Corporate Responsibility Committee was previously named the Nominating and Governance Committee.

Director Independence

We require that a majority of the board of directors, and all members of the Audit Committee, the Compensation Committee and the Nominating, Governance and Corporate Responsibility Committee, be independent in accordance with the New York Stock Exchange (“NYSE”) rules. In order to determine whether a director is independent, the board of directors affirmatively determines that there is no direct or indirect material relationship between the Company and the director. If all ten of the nominated directors in 2024 are elected, the board of directors has determined that more than 2/3 of the directors will be independent (nine of ten directors). The board reached this determination after considering all relevant facts and circumstances, responses to director questionnaires and considering transactions and relationships, if any, between us, our affiliates, our executive officers and their affiliates, and each of the director and applicable affiliates. The board also determined that all members of the Audit Committee, the Compensation Committee and the Nominating, Governance and Corporate Responsibility Committee are independent in accordance with NYSE and Securities and Exchange Commission ("SEC") rules.

Nomination of Directors

Nominees for director are selected by the Nominating, Governance and Corporate Responsibility Committee. The board of directors has developed criteria that are designed to describe the qualities and characteristics desirable for the board of directors as a whole. The Nominating, Governance and Corporate Responsibility Committee is committed to incorporating diversity in all its forms including diversity of attributes, skills, experiences, backgrounds, and demographics, including race, ethnicity, and gender, with a view to identify


12			Extra Space Storage

THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

candidates that can assist the board of directors with its decision making. The Nominating, Governance and Corporate Responsibility Committee places primary emphasis on (i) judgment, character, expertise, skills and knowledge useful to the oversight of the Company’s business; (ii) diversity of perspectives, backgrounds, experiences and other demographics; (iii) business or other relevant experience; and (iv) the extent to which the interplay of the nominee’s expertise, skills, knowledge and experience with that of other members of the board of directors will build a board that is active, collegial and responsive to the needs of the Company. In addition, the Nominating, Governance and Corporate Responsibility Committee recognizes the importance of diversity of race, ethnicity, gender and other characteristics being represented on the board of directors. The board has taken this into consideration in establishing the list of nominees and will continue to do so in the future as part of the normal succession planning process.

The criteria and the effectiveness of our nomination policies are reviewed annually by the Nominating, Governance and Corporate Responsibility Committee and the board of directors. In general, they require that each director or nominee:

• possesses a high level of personal and professional ethics;

• has sound business judgment and integrity;

• has financial literacy or other business or professional experience relevant to understanding our business;

• has experience with businesses and other organizations of comparable size;

• has the ability to think and act independently; and

• has demonstrated the capacity to work constructively with others.

The Nominating, Governance and Corporate Responsibility Committee will consider nominees recommended by stockholders. Stockholder recommendations of directors must be made in writing and include the candidate's written consent to be nominated and sufficient background information on the candidate to enable the committee to assess his or her qualifications. Stockholder recommendations should be addressed to our Corporate Secretary at the following address:

Extra Space Storage Inc.

Attn: Corporate Secretary

2795 East Cottonwood Parkway, Suite 300

Salt Lake City, Utah 84121

Recommendations received from stockholders will be considered and processed subject to the same criteria as candidates nominated by the Nominating, Governance and Corporate Responsibility Committee, as discussed above.

Board Orientation and Education

Each new director participates in a rigorous orientation program wherein such director meets members of our senior management, and attends presentations concerning the Company’s core disciplines, including marketing, sales, revenue management, investments, security and risk mitigation.

In addition to new director orientation, our directors regularly participate in continuing education to maintain the skills necessary to perform their duties and responsibilities and to keep abreast of industry trends, legal and regulatory developments and corporate governance practices. These include various presentations by outside advisors and consultants at board meetings and retreats, regular discussions with management and the opportunity to attend various external board education programs and membership in the NACD.

Communications with the Board and its Committees

Any stockholder or other interested party may communicate with the board of directors, the independent board members, the Chairman, any of the committees of the board of directors, or one or more of its individual members, by directing correspondence to any such individual or group of individuals in care of the Corporate Secretary, Extra Space Storage Inc., 2795 East Cottonwood Parkway, Suite 300, Salt Lake City, Utah 84121 or by referring to the “Stockholder Communication Policy” at www.extraspace.com under Company Info—Investor Relations—Corporate Governance.

Board Evaluations

Each year the board conducts a self-evaluation. These evaluations have included a written survey completed by each director, an interview process in which the Lead Independent Director talks to each director individually regarding his or her view of how the board overall and each of our directors is performing, and, from time to time, utilizing an independent consultant to interview each director individually to gather information on the functionality of the board, its committees and its directors. Topics discussed may include whether there are additional items that should be added to agendas, whether management is providing the board with the information it needs to effectively review the Company’s performance and risks, whether meetings feature a healthy level of debate and participation, whether the composition of the board is appropriate, feedback on individual directors, whether the board is adequately monitoring the


2024 Proxy Statement			13

THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

Company’s strategic direction, and the performance and development of management. This feedback is then discussed in the Nominating, Governance and Corporate Responsibility Committee, which takes the feedback into consideration in its ongoing evaluation of potential new director candidates when recommending a slate of nominees for election to the board at each annual meeting of the stockholders. In addition, the evaluations are discussed in depth at an executive session of the board.

In addition, each of the board’s committees annually conducts a review of its charter and a self-assessment of the performance of committee duties under its charter over the previous year. The review generally includes:

a.the role of the committee within Extra Space,

b.the committee’s structure, function and risk management role,

c.the committee’s charter and fulfillment of delegated responsibilities, and

d.the committee’s follow-through.

During 2023, the board and its committees reviewed the committee charters to ensure that the charters clearly state the purposes and responsibilities of each committee.

Board Service Limitations

The Company expects our directors to have enough time to dedicate to their role as a director to ensure appropriate oversight of the Company. As a result, our Nominating, Governance and Corporate Responsibility Committee has adopted a policy limiting the board service of our directors as follows:

•executive directors may serve on no more than one board in addition to the Company board; and

•non-executive directors may serve on no more than three boards in addition to the Company board.

When determining the number of boards on which a director serves, the Company does not include private company boards, subsidiary boards for which a director already serves as either an officer or director, or charitable organizations, trade associations or other similar organizations.

Stockholder Rights and Accountability

•Our board is not classified and each of our directors is subject to annual reelection, except for board actions to fill vacancies arising between stockholder elections. Our Corporate Governance Guidelines prohibit a classified board as well as staggered terms.

•Stockholders holding a majority of outstanding shares have the right to call special meetings.

•Stockholders holding a majority of outstanding shares have the right to amend, alter or repeal our Bylaws, or adopt new Bylaws.

•Stockholders possess the right to nominate candidates to the Board through the proxy access provisions of our Bylaws.

•Stockholders may act by written consent.

•We do not have a stockholder rights plan, and we will not adopt a stockholder rights plan in the future without stockholder approval.

•We actively engage with our stockholders, seek input, address questions and concerns, and provide perspective on Company policies and practices through our direct outreach to investors, our annual meetings of stockholders and regular detailed investor presentations.

Code of Business Conduct and Ethics

Our Code of Business Conduct and Ethics (the “Code”) outlines the principles of conduct and ethics to be followed by our employees, officers and directors, including our principal executive officer, principal financial officer and principal accounting officer. The purpose of the Code is to:

• promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• avoid conflicts of interest, including disclosure to an appropriate person or committee of any material transaction or relationship that reasonably could be expected to give rise to such a conflict;

• promote full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications made by the Company;

• comply with applicable governmental laws, rules and regulations;

• promote prompt internal reporting to an appropriate person or committee of violations of the Code;


14			Extra Space Storage

THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

• promote accountability for adherence to the Code;

• provide guidance to employees, officers and directors to help them recognize and deal with ethical issues; and

• provide mechanisms to report unethical conduct and help foster our longstanding culture of honesty and accountability.

A copy of the Code has been provided to, and signed by, each of our directors, officers and employees. A copy of the Code is available on our website at www.extraspace.com under Company Info—Investor Relations—Corporate Governance.

Stockholder Engagement

During 2023, members of executive management and board leadership continued their active engagement with stockholders. The Company was a NAREIT CARE award winner in 2023 for communications and reporting excellence. In addition, stockholders may also contact members of our board or management through our website or by regular mail. We host quarterly earnings conference calls to which all stockholders have access. We continue to adopt governance changes as a result of outreach to our stockholders for their views. Each year, our goal is to meet or directly engage with a majority of our stockholders. Based on that outreach, we believe the combination of actions we have taken present an overall governance structure responsive to their views.

Claw-backs to Recoup Compensation

The Company is required to recoup certain incentive-based compensation erroneously awarded to a current or former NEO or other Section 16 officers based on financial reporting measure that are required to be restated. In connection with the SEC’s and NYSE’s recently-approved rules requiring adoption of a clawback policy applicable to incentive-based compensation for Section 16 officers of listed companies, the Company has adopted the Policy for Recovery of Erroneously Awarded Compensation. Under such policy, if the Company is required to restate its financial results due to material noncompliance with financial reporting requirements under the securities laws, the Company will recoup any erroneously awarded incentive-based compensation from the Company’s current and former executive officers.

Political and Charitable Contributions

Our Nominating, Governance and Corporate Responsibility Committee oversees the Company’s political and charitable contributions and other public policy matters. In order to facilitate accountability and informed decision-making with respect to the Company’s political contributions, the board has adopted Political and Charitable Contributions Guidelines that apply to contributions or expenditures of corporate funds to various political entities, charitable organizations, and certain causes. Contributions subject to the Guidelines must be approved by a management committee and/or the Nominating, Governance and Corporate Responsibility Committee. All contributions are required to be reported quarterly to the Nominating, Governance and Corporate Responsibility Committee.

Insider Trading Policy

In 2023, we amended our Insider Trading Policy, which amendments included adding 90 day cooling off periods for Rule 10b5-1 trading plans and prohibit overlapping and single-trade plans.

Succession Planning

We continue to focus on our own governance, including succession planning for our board with a commitment to ensure our board has diverse representation and perspective. We strive to maintain an appropriate and comprehensive mix of skills and diversity on our board. Rather than imposing arbitrary age or tenure limits on service, the Nominating, Governance and Corporate Responsibility Committee regularly reviews each director’s continued role on the board and the need for periodic board refreshment. Six out of ten of our directors standing for reelection this year have joined the board in the last five years.

Pledging Limitations & Hedging Prohibitions

The Company has adopted a policy that limits pledging transactions by our directors and senior executives. Such pledges are only allowed with respect to shares held in excess of stock ownership requirements and only after obtaining the written permission of the Compensation Committee. The Compensation Committee believes that allowing pledges in excess of the stock ownership requirements is unlikely to result in adverse effects to stockholders. The Compensation Committee also recognizes that by allowing such pledging arrangements, directors and senior executives are able to pursue their respective business interests without the need to sell Company shares to raise additional capital.


2024 Proxy Statement			15

THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

The Company has adopted a policy that applies to our directors and senior executives that prohibits all hedging and similar monetization transactions.

Social Responsibility

The team at Extra Space strives to help people reach a better tomorrow by consistently aligning actions with the Company’s values. The team is dedicated to building a bright future for employees, customers, and the communities in which Extra Space operates. This is achieved through a focus on employee engagement, career development, community involvement, wellness, safety, and a steadfast commitment to Diversity, Equity, and Inclusion.

We believe that our efforts have paid off. In 2023, U.S. News listed the Company as one of the best companies to work for and Newsweek magazine named the Company as one of America's greatest workplaces for diversity and listed the Company as one of America's most responsible companies. In addition, based on our own employee engagement survey, we achieved an overall satisfaction score of 79% with over 90% of our employees participating in our survey.

In 2023, we offered an education assistance program through Western Governors University that allows our employees a path to an undergraduate degree in Business or Information Technology through scholarships and other assistance. We also awarded eight scholarships to college students as part of our "There's Space for Everyone" scholarships program.

In order to attract and retain diverse top talent, we offer training and development opportunities for our employees. In 2023, we invested in training and development for our employees, which included leadership training, unconscious bias and allyship training, communication training, individual learning plans, site manager training and mentorship programs. Our store employees received an average of 22 hours of training in 2023 and each new hire received an average of 82 hours of training in 2023.

We believe that promoting the health and well-being of our employees through their own personal wellness plans leads to an increase in employee productivity, improves morale, creates a positive and healthy work environment and reduces healthcare costs. We offer competitive health benefits and encourage our employees to participate in employee health and wellness programs. Approximately 56% of our employees who are enrolled in our health plan participate in these programs. We offer individualized counseling to our employees to assist them with their journey towards better health. We also offer other health oriented benefits such as smoking cessation programs and a fitness program that allows for reimbursements to employees for expenses incurred relating to fit-friendly activities, sports or exercise equipment. The Company has always valued the safety of our employees and provides regular training for our employees to increase safety at our sites. We also provide employees free access to a network of childcare and elder care providers.

We sponsor volunteer hours by our employees, benefiting both local and national nonprofit organizations. Included among these organizations are Habitat for Humanity, the Ronald McDonald House, Seven Canyons Trust, Wreath Across America, Ticket to Dream and the Utah Food Bank. Outside of employer sponsored volunteer hours, we also have a program that recognizes employees who spend their free time making a difference in their local communities with both a personal bonus and a charitable donation from Extra Space. By allowing our employees to give back to the community in a format of their choice, we believe that we increase our employees' engagement while doing good within our community. In addition, we supported Feeding America through employee donations and a company match, resulting in 400,000 meals donated to food banks.

The Company values diversity, equity and inclusion and undertakes a wide spectrum of initiatives to attract and retain a diverse workforce. During 2023, we expanded participation in our employee resource groups that provide our employees a space to build community by celebrating their culture, providing mentoring opportunities and developing educational content for Extra Space. In 2023, the Utah Women & Leadership Project and the Governor's Office of Economic Opportunity recognized the Company as one of the top 100 Companies Championing Women. Diversity, Equity and Inclusion are an integral part of Extra Space's values and culture. Diversity is essential for the Company to achieve excellence and innovation; Equity is necessary for us to act with integrity; and Inclusion is required for optimal teamwork. We recognize that engaged employees bring passion to their work when they can bring their whole selves to the workplace.

We believe that our emphasis on training and development, employee safety, employee health and well-being, and a commitment to diversity, equity and inclusion leads to an increase in employee productivity and positions us to attract and retain top diverse talent.

Environmental Sustainability

Focusing on environmental sustainability is not only right, it is smart. Our goal is to be the provider of choice for energy efficient and sustainable self-storage facilities nationwide. Our board plays an active role in the oversight of the Company’s sustainability practices, recognizing that sustainability and energy efficiency are important to Extra Space’s business strategy. Our efforts in promoting sustainability and energy efficiency are backed by a record of action. Across our portfolio we focus on the following:


16			Extra Space Storage

THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

•Improving energy efficiency through lighting retrofits. At December 31, 2023, 100% of our legacy Extra Space Storage REIT owned stores have been upgraded, or are scheduled to be updated, to LED or T-8 lighting systems, with LED fixtures used on all projects since 2017. We are in the process of auditing the recently added legacy Life Storage properties, and we will be scheduling these properties for retrofits to the same standards. These lighting retrofit initiatives result in an estimated savings of over 15 million kilowatt-hours annually.

•Installing solar panels. We commissioned solar projects at 96 of our stores in 2023. With the addition of the Life Storage assets, our percentage of REIT owned stores utilizing solar power systems, decreased from in 55% in 2022 to 33% at the end of 2023, providing us with a significant pipeline of future solar projects to add to the portfolio. We have generated 271 gigawatt-hours through on-site solar panels since we initiated our solar initiative in 2010. In 2023, our clean energy production offset the equivalent carbon dioxide emissions of 36 million pounds of coal being burned according to U.S. Environmental Protection Agency Metrics. To date, our solar program has offset the equivalent carbon dioxide emissions of 207 million pounds of coal being burned.

•Decreasing heating and air-conditioning expenses by controlling temperatures and updating to more energy efficient systems. In 2023, we invested $5 million in high-efficiency HVAC systems.

•Reducing water consumption with efficient plumbing devices and irrigation systems.

•Recycling 8,445 pounds of obsolete computer and telephone equipment.

•Using recycled materials in the products we sell in our stores. Our boxes are certified by the Sustainable Forestry Initiative (SFI), demonstrating that they have been produced by responsible sources.

We also participated in the GRESB Real Estate Assessment in 2023, and we received a score of 74, a one point increase from the previous year. We also received the highest possible public disclosure score of “A”, compared to the Global Average score of “C.” We have joined GRESB as a full member, and will continue to participate in the GRESB Real Estate Assessment annually. We will continue to participate in other industry related surveys focused on sustainability reporting. We will also pursue opportunities for green building certifications for our portfolio, initially focused on states where incentives are offered for such certifications. Today, we have LEED Gold Certification at 16 of our stores.

For additional information on our environmental initiatives and to see our sustainability reports, visit our sustainability web page at: http://ir.extraspace.com/sustainability.


2024 Proxy Statement			17

LEADERSHIP STRUCTURE, RISK OVERSIGHT AND COMMITTEES OF THE BOARD

Leadership Structure

Independent directors and management have different perspectives and roles in strategy development and execution. Our independent directors bring experience, oversight and expertise from outside the Company and across various industries and disciplines, including manufacturing, real estate, technology, financial services and government. Our Chairman and our CEO bring extensive company-specific and industry experience and expertise to their roles.

Our board of directors has separated the positions of chairman of the board and CEO. Mr. Woolley serves as our Chairman, and Mr. Margolis serves as our CEO and director. Our board of directors has determined that this leadership structure is appropriate at this time as it allows the CEO to focus on our day-to-day business, while allowing the chairman of the board of directors to lead the board in its fundamental role of providing advice to and independent oversight of management.

The board has a governance structure that includes regular meetings of the independent directors in executive session and with our internal auditors, external auditors and other consultants. Our lead independent director helps to facilitate and strengthen the role of the independent directors. The specific responsibilities of the lead independent director are as follows:


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


18			Extra Space Storage

LEADERSHIP STRUCTURE, RISK OVERSIGHT AND COMMITTEES OF THE BOARD

Risk Oversight

The board is responsible for overseeing our Company-wide approach to the identification, assessment and management of major risks. Both our board and management have key responsibilities in managing risk throughout the Company. Our board provides overall risk oversight, both directly and through its committees, to identify and assess the major risks our Company faces and to oversee the policies and procedures for monitoring and controlling such risks. The table below shows the board’s and management’s key responsibilities managing and overseeing risk throughout the Company.


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, financial reporting and internal controls, including working with auditors; • 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 • Compensation recovery policy.	Nominating, Governance & Corporate Responsibility 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


2024 Proxy Statement			19

LEADERSHIP STRUCTURE, RISK OVERSIGHT AND COMMITTEES OF THE BOARD

Cybersecurity Risk Management and Strategy

The Company has developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information, which includes a cybersecurity incident response plan ("IRP"). Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.

Cybersecurity Risk Identification and Management

We design and assess our program based on the Center for Internet Security Critical Security Controls Version 8 (CIS V8). This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the CIS V8 controls as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

Our cybersecurity risk management program includes:

•third-party risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment;

•a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;

•the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls;

•end-user testing to assess the effectiveness of our security measures;

•cybersecurity awareness training of our board, employees, incident response personnel, and senior management, including mandatory computer-based training, phishing awareness campaigns and internal communications;

•a cybersecurity incident response plan that includes procedures designed for identifying, analyzing, containing, remedying and otherwise responding to cybersecurity incidents; and

•a third-party risk management process for service providers, suppliers, and vendors who have access to our critical systems and information.

To minimize the risk of a successful cyberattack and to respond to incidents that may occur, we have implemented safeguards and defined response procedures, such as our IRP. These procedures involve processes for identifying, analyzing, containing, and remedying cyber incidents that may impact the Company. Further, we periodically test our readiness through Disaster Recovery and Business Continuity Plan exercises and allocate the resources and partnerships as necessary to adapt to the changing threat landscape.

We are also focused on raising awareness of data protection within the Company, including by implementing procedures and training designed to ensure employees understand their role in maintaining our cyber security. While we have invested in the protection of data and information technology, including our cybersecurity risk management program, there can be no assurance that such program, and our processes, policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information.

We are able to identify cybersecurity breaches through various channels, including but not limited to automated event detection alerts, reports from employees, notifications from external entities such as third-party IT service providers, and proactive threat investigations in collaboration with our external partners. Upon spotting a potential cybersecurity breach, including those involving third-party cyber events, our designated incident response team outlined in the IRP adheres to the policy's protocols to investigate the suspected incident. This investigation entails determining the nature of the event (e.g., ransomware attack or breach of personal data), evaluating the severity of the incident, and gauging the sensitivity of any compromised data.

In the event of a cybersecurity breach, our primary objective is to swiftly contain it pursuant to the procedures detailed in our IRP. Once containment is achieved, our focus shifts to remediation and recovery efforts. These actions are tailored to the specifics of the breach and may involve tasks such as rebuilding systems or hosts, replacing compromised files with clean versions, verifying the integrity of affected files or data, enhancing network surveillance or logging to detect future attacks, adjusting administrative account privileges, fortifying network security like firewall configurations, and providing additional training to employees. Additionally, we carry cybersecurity insurance to cover certain expenses associated with security lapses and specified cyber incidents that disrupt our network or those of our vendors, however our insurance coverage is subject to predefined limits and exclusions and may not be sufficient to cover the financial, legal, business or reputational losses that may result from an interruption or breach of our systems.

Our IRP includes clear communication guidelines, outlining procedures for engaging executive management, internal and external legal counsel, the Audit Committee, and the Board. These protocols also encompass a framework for evaluating our regulatory reporting obligations to entities such as the SEC in the aftermath of a cybersecurity incident.

Board Oversight of Cybersecurity


20			Extra Space Storage

LEADERSHIP STRUCTURE, RISK OVERSIGHT AND COMMITTEES OF THE BOARD

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks. The Audit Committee oversees management’s implementation of our cybersecurity risk management program. In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.

The Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity. The full Board also receives briefings from management on our cyber risk management program on a quarterly basis. Board members receive presentations on cybersecurity topics from our Senior Vice President of Technology as well as our Vice President of Security, internal security staff or external experts as part of the Board’s continuing education on topics that impact public companies.

As part of our board refreshment efforts in recent years, we have added directors with information technology governance skills. Currently, five members of our board, including all four members of our Audit Committee, have cybersecurity experience from their principal occupation, other professional experience or third-party director education courses on cybersecurity, including cyber risk governance, and privacy issues and trends.

Our management team, including our Senior Vice President of Technology and Vice President of Information Security and Compliance, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our management team overseeing cybersecurity has over 25+ years of technology and cybersecurity experience and certain of our team hold various cybersecurity certifications, including the Certified Information Systems Security Professional (CISSP) certification.

Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.

Attendance at Meetings of the Board and its Committees

The board of directors holds at least four regularly scheduled meetings per year and additional special meetings as necessary. Each director is expected to attend all regularly scheduled and special meetings, unless unusual circumstances make attendance impractical. The board of directors may also take action from time to time by written or electronic consent. For the year ended December 31, 2023, our board and its committees maintained strong oversight over our management and business holding a total of nine meetings on mergers and acquisitions, financial and operational results, corporate strategy, governance, compensation and other topics. During the time such director served on our board during 2023, each director attended at least 75% of the meetings of the board of directors and of any committees on which he or she served during this period.

Committees of the Board of Directors

The committees on which each director serves are listed above in “Information about the Board of Directors and its Committees—Nominees for Directors.”

AUDIT COMMITTEE

The Audit Committee operates under a written charter adopted by the board of directors, a copy of which is posted on the Company’s website at www.extraspace.com under Company Info—Investor Relations—Corporate Governance. The Audit Committee has direct responsibility for the appointment, compensation, retention and oversight of the independent auditors for the Company, and sole authority to establish pre-approval policies and procedures for audit and non-audit engagements with the independent auditors. The Audit Committee also oversees the operation of a comprehensive system of internal controls designed to ensure the integrity of the financial statements and reports and compliance with laws, regulations and corporate policies of the Company. Additionally, the Audit Committee oversees the independent auditor’s qualifications, performance and independence; monitors communications with the independent auditor; and monitors the performance of the internal audit function at the Company. In accordance with the rules of the NYSE, the board of directors has determined that each of the current members of the Audit Committee is independent as defined by the Audit Committee’s charter and Section 303A of the NYSE Listing Standards.

As set forth in the Audit Committee’s charter, management of the Company is responsible for the preparation, presentation and integrity of our financial statements. Management is also responsible for maintaining appropriate accounting and financial reporting principles and policies, and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations. The internal auditors are responsible for independently assessing the principles, policies, internal controls and procedures surrounding the financial statements as well as monitoring management’s follow-up to any internal audit reports. The external auditors are responsible for planning and carrying out a proper audit of our annual financial statements, reviews of our quarterly financial


2024 Proxy Statement			21

LEADERSHIP STRUCTURE, RISK OVERSIGHT AND COMMITTEES OF THE BOARD

statements prior to the filing of each Quarterly Report on Form 10-Q, and annually auditing the effectiveness of our internal controls over financial reporting and other procedures. The members of the Audit Committee are not full-time employees of the Company and are not performing the functions of auditors or accountants. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards.

Mr. Crittenden and Mss. Olmstead and Blouin have each been designated as an “audit committee financial expert” as defined in the SEC’s Regulation S-K, Item 407(d)(5).

REPORT OF THE AUDIT COMMITTEE

The Audit Committee assists the board of directors in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Company, as well as the Company’s compliance with corporate policies and legal and regulatory requirements, including the Sarbanes-Oxley Act of 2002. During fiscal year 2023, the Audit Committee met eight times, and discussed with the CEO, Chief Financial Officer (“CFO”), Principal Accounting Officer, internal auditors and independent registered public accounting firm (external auditors), the SEC filings that contained financial information, prior to their public release. The Audit Committee’s meetings include executive sessions with the Company’s external and internal auditors, in each case without the presence of the Company’s management.

In discharging its oversight responsibility, the Audit Committee received from the external auditors a formal written statement describing all relationships between the external auditors and the Company that might bear on the external auditors’ independence and discussed with the external auditors their independence and any relationships that may impact their objectivity and independence. The Audit Committee also discussed with management, internal auditors and external auditors the quality and adequacy of the Company’s internal controls and the internal audit function’s organization and responsibilities. The Audit Committee reviewed both with the external and internal auditors their audit plans, audit scope and identification of audit risks. After careful consideration of the best interests of our stockholders, the Audit Committee has chosen Ernst & Young LLP as our independent public accountants for fiscal year 2024.

In carrying out its responsibilities, the Audit Committee, among other things:

• monitors preparation of quarterly and annual financial reports by the Company’s management;

• supervises the relationship between the Company and its external auditors, including: having direct responsibility for their appointment, compensation and retention; reviewing the scope of their audit services; approving audit and non-audit services; and confirming the independence of the external auditors;

• oversees management’s implementation and maintenance of effective systems of internal and disclosure controls, including review of the Company’s policies relating to legal and regulatory compliance, ethics and conflicts of interests and review of the Company’s internal auditing program;

•oversees cybersecurity strategy and risk mitigation; and

• reviews, approves and/or ratifies related-party transactions for which such approval is required under applicable law, including SEC and NYSE rules.

During fiscal year 2023, management advised the Audit Committee that each set of financial statements reviewed and discussed by management with the committee had been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). In addition, management reviewed significant accounting and disclosure issues with the Audit Committee. These reviews included discussion with the external auditors of matters required to be discussed pursuant to AS 1301(Communications with Audit Committees), as adopted by the Public Company Accounting Oversight Board (“PCAOB”) including the quality of the Company’s accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. The Audit Committee also discussed with Ernst & Young LLP matters relating to its independence, including a review of audit and non-audit fees and the written disclosures and letter from Ernst & Young LLP to the Audit Committee pursuant to Rule 3526 of the PCAOB (Communication with Audit Committees Concerning Independence).

In addition, the Audit Committee reviewed key initiatives and programs aimed at strengthening the effectiveness of the Company’s internal and external disclosure control structure. As part of this process, the Audit Committee met privately with the Company’s Director of Internal Audit and continued to monitor the scope and adequacy of the Company’s internal auditing program, reviewing internal audit department staffing levels and steps taken to implement recommended improvements in internal procedures and controls. The Audit Committee conducted a performance self-evaluation for review with the board of directors that included a comparison of the performance of the Audit Committee with the requirements of its charter.

Taking all of these reviews and discussions into account, the Audit Committee members listed below recommended to the board of directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, for filing with the SEC.

During 2023, the Audit Committee held nine meetings.


22			Extra Space Storage

LEADERSHIP STRUCTURE, RISK OVERSIGHT AND COMMITTEES OF THE BOARD

Submitted by the Audit Committee,

Gary L Crittenden, Chair

Jennifer Blouin

Diane Olmstead

Julia Vander Ploeg

COMPENSATION COMMITTEE

The Compensation Committee operates under a written charter adopted by the board of directors, a copy of which is posted on the Company’s website at www.extraspace.com under Company Info—Investor Relations—Corporate Governance. The Compensation Committee assesses the adequacy of its charter annually. The charter, which reflects the standards set forth in the SEC and NYSE rules and regulations, identifies the Compensation Committee’s primary responsibilities with respect to compensation are to:

• examine periodically the philosophy and structure of the Company’s compensation programs;

• oversee and act on behalf of the board of directors with respect to the benefit and compensation plans of the Company;

• establish the Company’s total compensation philosophy, and ensure that the compensation programs of the Company reflect that philosophy;

• evaluate the CEO's performance in light of clearly established goals and objectives and establish the compensation of the CEO;

• review and approve the CEO’s compensation recommendations with respect to other executives;

• monitor awards under the Company’s equity compensation plans;

•administer the Company's compensation recovery policy; and

• report to the board of directors in its meetings and executive sessions.

In performing its duties, the Compensation Committee has the authority to take such action as it deems appropriate to implement the purposes of the Compensation Committee. The Compensation Committee may retain legal, accounting or other consultants, and meet in separate executive sessions with the Company’s management and employees and its compensation consultant.

During 2023, the Compensation Committee retained Meridian Compensation Partners ("Meridian") as its independent compensation consultant to advise the Compensation Committee in connection with matters pertaining to executive compensation, including advising as to market levels and practices, plan design and implementation, comparable company data, consulting best practices and governance principles. The Compensation Committee has determined that Meridian is independent. In reaching these conclusions, the Compensation Committee considered the factors set forth in Exchange Act Rule 10C-1 and NYSE listing standards. During 2023, the Compensation Committee held seven meetings.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

All members of the Compensation Committee are independent under NYSE listing standards. During 2023, none of the executive officers of the Company served on the board of directors or compensation committee of any entity whose officers served either on the board of directors of the Company or on the Compensation Committee of the board of directors. No member of the Compensation Committee has ever been an officer or employee of the Company or any of its subsidiaries. No interlocking relationships existed during the year ended December 31, 2023, between any member of the board or the Compensation Committee and an executive officer of the Company.

NOMINATING, GOVERNANCE AND CORPORATE RESPONSIBILITY COMMITTEE

The Nominating, Governance and Corporate Responsibility Committee operates under a written charter adopted by the board of directors, a copy of which is posted on the Company’s website at www.extraspace.com under Company Info—Investor Relations—Corporate Governance. The Nominating, Governance and Corporate Responsibility Committee assesses the adequacy of its charter annually. The charter, which reflects the standards set forth in the SEC and NYSE rules and regulations, identifies the Nominating, Governance and Corporate Responsibility Committee’s primary duties and responsibilities as follows:

• identify potential board members and recommend to the board a slate of nominees for election to the board and recommend directors to serve on the committees of the board;

• develop and recommend to the board corporate governance guidelines applicable to the Company, including a code of ethics and monitor Company's compliance with such guidelines;

• engage in succession planning for the CEO and other key executives;


2024 Proxy Statement			23

LEADERSHIP STRUCTURE, RISK OVERSIGHT AND COMMITTEES OF THE BOARD

• oversee the board of directors’ annual evaluation of itself and its committees;

•oversee board education and training; and

•monitor and oversee management's efforts and activities on sustainability initiatives, including environmental, social and governance matters, including an annual in-depth review of the Company's progress regarding such initiatives.

The Nominating, Governance and Corporate Responsibility Committee reviews communications from stockholders and responds directly or through the Chief Legal Officer. In performing its duties, the Nominating, Governance and Corporate Responsibility Committee has the authority to take such action as it deems appropriate to implement the purposes of the Nominating, Governance and Corporate Responsibility Committee. The Nominating, Governance and Corporate Responsibility Committee may retain legal, accounting or other consultants, and meet in separate executive sessions with the Company’s management and employees and its consultants.

During 2023, the Nominating, Governance and Corporate Responsibility Committee held four meetings.

POLICY REGARDING BOARD ATTENDANCE AT STOCKHOLDERS MEETINGS

We encourage attendance at stockholders meetings by members of the board of directors and senior executives so that stockholders will have the opportunity to meet our directors and senior executives. All of our then-current board members attended the 2023 Annual Meeting of Stockholders.


24			Extra Space Storage

DIRECTOR COMPENSATION

All non-employee directors receive compensation for their service. The board determines the form and amount of compensation for non-management directors after consideration of the recommendation of the Compensation Committee. The board has approved the mix of cash and equity compensation described below.

Retainers are paid quarterly in cash and are prorated when a director joins the board. Below are the annual retainers that non-employee directors were entitled to receive beginning on May 25, 2023 for board service:


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 and Corporate Responsibility Committee, Chair, supplemental	$	20,000
Non-Chair Committee Member, supplemental	$	10,000

In addition, all non-employee directors receive an award on the date of each annual meeting of shares of common stock equivalent in value to $160,000 (to the nearest share), with the number of shares determined by the closing price of our common stock on the date of the annual meeting. These shares vest on the first anniversary of the date of grant, subject to a director’s continued service through the vesting date. The following table presents the compensation paid to our non-employee directors in 2023:


Name	Fees earned or paid in cash		Stock awards (1)		Total
Kenneth M. Woolley	$	340,000	$	160,000	$	500,000
Roger B. Porter (2)	127,500		160,000		287,500
Jennifer Blouin (3)	54,148		160,000		214,148
Joseph J. Bonner	100,000		160,000		260,000
Gary Crittenden	115,000		160,000		275,000
Spencer F. Kirk	80,000		160,000		240,000
Diane Olmstead	105,000		160,000		265,000
Jefferson Shreve (4)	80,000		160,000		240,000
Julia Vander Ploeg	107,500		160,000		267,500
Mark Barberio (5)	—		—		—
Susan Harnett (6)	—		—		—
Joseph V. Saffire (7)	—		—		—
Total	$	1,109,148	$	1,440,000	$	2,549,148

(1) Each non-employee director received 1,093 shares of common stock on May 25, 2023. Dollar amounts represent grant date fair value of such grants as determined in accordance with Accounting Standards Codification 718, "Stock Compensation" ("ASC 718") using the assumptions to value such awards reported in the notes to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024. As of December 31, 2023, each of our non-employee directors listed in the table above (other than Mr. Barberio, Ms. Harnett and Mr. Saffire) held 1,093 shares of restricted stock.

(2) Mr. Porter is not standing for re-election at the 2024 annual meeting.

(3) Ms. Blouin is not standing for re-election at the 2024 annual meeting.

(4) Mr. Shreve is not standing for re-election at the 2024 annual meeting.

(5) Mr. Barberio was appointed to the board effective July 20, 2023, in connection with our acquisition of Life Storage, Inc. and did not receive compensation as a member of our board in 2023.

(6) Ms. Harnett was appointed to the board effective July 20, 2023, in connection with our acquisition of Life Storage, Inc. and did not receive compensation as a member of our board in 2023.

(7) Mr. Saffire was appointed to the board effective July 20, 2023, in connection with our acquisition of Life Storage, Inc. and did not receive compensation as a member of our board in 2023.

During 2023, Mr. Margolis served as a director and was also our CEO. As an employee, he did not receive any additional compensation for his services as a director. In accordance with SEC rules, we have not included Mr. Margolis in the table above.


2024 Proxy Statement			25

DIRECTOR COMPENSATION

Stock Ownership Guidelines for Directors

We have stock ownership guidelines that require each of our non-employee directors, within five years after appointment to the board, to hold shares of our common stock or restricted stock (whether or not vested) with a value equal to the sum of five times the annual cash portion of the board retainer. These stock ownership guidelines align our directors’ interests with those of our stockholders by ensuring non-employee directors hold equity in the Company. Each non-employee director has met these guidelines as of December 31, 2023 or has additional time within which to come into compliance in accordance with the guidelines.


26			Extra Space Storage

EXECUTIVE OFFICERS

Information for Joseph D. Margolis is contained previously under the heading “Information about the Board of Directors and its Committees—Nominees for Directors.” Information with regard to our other named executive officers is presented below. All executive officers are elected as officers at the annual organizational meeting of the board of directors held following each annual meeting of stockholders.


ZACH DICKENS AGE: 49 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 investments, structuring transactions with joint venture partners, preferred equity investments 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: 43 TITLE: Executive Vice President and Chief Operations Officer			Matt Herrington has served as our Chief Operations Officer since June 2020. In addition to leading operations, Mr. Herrington oversees facilities management and construction. 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: 55 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: 49 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: 45 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 and Chief Strategy and Partnership Officer. 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 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.

SCOTT STUBBS AGE: 56 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 as a public company, 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.


2024 Proxy Statement			27

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section provides an overview and analysis of our compensation program and policies, the material compensation decisions we have made under those programs and policies with respect to our named executive officers in 2023, and the material factors that we considered in making those decisions. For 2023, our named executive officers (also referred to as our NEOs) included:

•Joseph D. Margolis, our Chief Executive Officer and member of the board

•Scott Stubbs, our Executive Vice President and Chief Financial Officer

•Samrat Sondhi, our Executive Vice President and Chief Marketing Officer

•Noah Springer, our Executive Vice President and Chief Strategy and Partnership Officer

•Zachary Dickens, our Executive Vice President and Chief Investment Officer

GENERAL PHILOSOPHY

The Compensation Committee is made up of four independent directors, who determine our executive compensation policies in order to align management’s incentives with the long-term interests of stockholders and to be competitive with comparable employers. Accordingly, our compensation program reflects the following key features to ensure management's incentives are appropriately aligned with our stockholders:

•Pay for performance;

•A high percentage of executive total annual target compensation in the form of equity, including 75% of long-term incentive awards in the form of performance-based stock units which are "at risk" and subject to a three-year performance period to assess long-term performance;

•A market-based approach for evaluating and reviewing executive pay;

•Caps on annual and long-term incentives;

•No employment agreements for executive officers;

•Claw-back policy on compensation;

•No excessive perquisites;

•No tax gross ups; and

•Robust stock ownership requirements for executives.

SETTING EXECUTIVE COMPENSATION

Based on our philosophy underlying executive compensation policies, we place significant emphasis on annual and long-term performance-based incentive compensation. In addition to base salaries for our executives, annual cash incentives and long-term equity based incentive awards are designed to reward our executives based on the achievement of predetermined company and individual goals. We also consider historical compensation levels as well as other industry conditions and the overall effectiveness of our compensation program.

In order to ensure the fulfillment of our compensation philosophy and to assist in establishing the Company’s aggregate level of compensation, the Compensation Committee engages a nationally recognized compensation consulting firm. Meridian provided executive compensation advisory services in 2023.

Working with Meridian for the purpose of evaluating and setting 2023 compensation for our NEOs, the Compensation Committee developed a list of 19 comparable REITs that are similar to the Company in total enterprise value, relative size, number of employees


28			Extra Space Storage

EXECUTIVE COMPENSATION

and inclusion of all direct competitors. The Compensation Committee also took into consideration such elements as joint venture properties and unconsolidated revenues. The companies used in the comparator group are:


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

The group includes direct competitors as well as publicly traded REITs with total enterprise values comparable to the Company and that generally recruit individuals to fill senior management positions who are similar in skills and background of those recruited by us. In 2023, the Compensation Committee, working with Meridian, revised the list of comparable companies listed above in order to evaluate 2024 compensation for our NEOs, which resulted in the addition of Simon Property Group, Inc., Crown Castle Inc., Hilton Worldwide Holdings Inc., Chipotle Mexican Grill, Inc. and removing Life Storage, Inc., National Storage Affiliates Trust, Regency Centers Corporation, UDR, Inc. and Vornado Realty Trust.

The Compensation Committee uses compensation data compiled from our comparator group as the beginning reference point and as an indicator of competitive market trends. In addition, the Compensation Committee may consider analysis prepared by Meridian that includes additional industry data. The Compensation Committee does not rely on a strict formulaic framework, but instead believes in combining a quantitative and a qualitative assessment against pre-established goals in order to allow the committee the ability to strike the appropriate balance between short-term objectives and long-term strategies while properly emphasizing objective results when assessing management's performance.

The Compensation Committee does not have a pre-established policy for the allocation of compensation between cash, non-cash compensation and long-term incentive compensation. None of the executive officers are present during Compensation Committee deliberations or decisions regarding such executive’s compensation.

The following describes each element of our executive compensation program, along with a discussion of the decisions made by the Compensation Committee with respect to that aspect of compensation for 2023.

ELEMENTS OF EXECUTIVE OFFICER COMPENSATION AND BENEFITS FOR 2023

In 2023, named executive officers’ total compensation was comprised of the following elements designed to complement each other:

•base salary;

•annual incentive bonus;

•long-term incentives through performance-based stock unit awards and restricted stock; and

•other benefits.

BASE SALARY

Base salary is a critical element of executive compensation as it provides executives with assured monthly cash compensation. In determining base salaries, the Compensation Committee based its evaluation on a variety of factors, including:

•the executive’s qualifications, experience and past performance;

•the nature and responsibility of the position; and

•the salaries paid to the position within the comparator peer group and other information about similarly-situated executives in the comparable company data.

In making the decision on base salaries, the Compensation Committee reviewed changes in job responsibility and title, historical salary levels, performance and contributions made to the Company, the impact on total compensation, competitive conditions and the relationship of compensation to that of other of the Company’s officers and determined the compensation awarded was appropriate to reward performance, ensure retention and maintain appropriate compensation differentials among the Company’s officers.

For 2023, the Compensation Committee approved base salary increases for certain of our NEOs as follows: Mr. Sondhi, an increase from $450,000 to $495,000; Mr. Springer, an increase from $410,000 to $460,000 and Mr. Dickens, an increase from $410,000 to $460,000. The other NEOs did not receive base salary increases for 2023.


2024 Proxy Statement			29

EXECUTIVE COMPENSATION

ANNUAL INCENTIVE BONUS

We pay annual incentives to drive the achievement of key business results and to recognize individuals based on their contributions to those results. The Compensation Committee believes that this feature of compensation motivates executive officers to strive to attain our annual goals with 50% of these performance-based goals tied to the financial operating performance of the Company and 50% tied to the senior executive’s achievement of specific management goals, outlined below.

The financial performance goals set for 2023 were based on the Company’s achievement of a specific target (the “Core FFO Target”) related to the Company’s core funds from operations ("Core FFO"). The Core FFO Target is defined and approved annually by the board of directors. The portion of bonus based on the Core FFO Target could incrementally increase or decrease based on meeting, exceeding, or failing to meet the Core FFO Target. The Core FFO Target is based on the Company’s Core FFO, with additional adjustments agreed to by the board of directors in order to consistently review the performance of management as it relates to Core FFO. Core FFO provides relevant and meaningful information about our performance and is the primary measure that we use to assess our operating performance. For 2023, Core FFO was defined as funds from operations ("FFO") excluding revenues and expenses not core to our operations. For annual bonus determination purposes for 2023, Core FFO was also adjusted to remove the impact of depreciation above or below a budgeted amount based on the Company’s projections. FFO and Core FFO are non-GAAP measures and a reconciliation of those measures to GAAP net income attributable to common stockholders is attached to this proxy statement as Appendix A.

The annual incentive plan provides that the financial performance portion of executive officers’ bonuses will be determined based upon the percent of Core FFO Target earned, with a maximum bonus payout of 150% in the event that the Core FFO Target is greater than 105% and a minimum payout of 50% in the event that the Core FFO Target is less than 95% of the Core FFO Target. Notwithstanding the foregoing, the Compensation Committee may, in its sole discretion, exclude or adjust significant non-budgeted or non-controllable amounts, gains, or losses from actual financial results in order to properly measure the Company’s performance. In addition, the Compensation Committee may adjust the Company’s overall FFO targets and gradations used to determine the percentage of the Core FFO target to appropriately implement the intent of the annual incentive plan. The Core FFO Target established for 2023 was $8.47 of Core FFO per share. Due to the transformative nature of the LSI acquisition, the Board adjusted the Core FFO Target downward by $.15 to $8.32 to account for short-term dilution related to the acquisition. For annual bonus determination purposes for 2023, Core FFO was $8.10 per share, resulting in the payment of 79% of the portion of the bonus related to the achievement of the adjusted Core FFO Target pursuant to the annual incentive plan.

The other portion of the annual bonuses are determined based on our executive officers' achievement of additional key corporate financial, operational and strategic goals. In February 2023, the Board established the senior executives corporate goals for 2023 for this portion of the annual bonus. However, in light of the scale and importance of the Life Storage acquisition in July 2023, several key goals were added later in 2023 by the Board relating to the integration of the Life Storage portfolio. Summarized below are the modified goals for the executive officers for 2023 for the 50% of their annual bonuses that are not tied to Core FFO per share:


2023 Goals			2023 Achieved
•Same Store NOI growth of 5.0% or higher			•Same Store NOI growth of 2.8%
•Do not exceed Corporate G&A budget, unless caused by growth or market conditions (budget revised to $85 million after Life Storage acquisition)			•Corporate G&A was 3.8% under budget prior to the Life Storage acquisition and 7.8% under budget after the budget was modified to account for the Life Storage acquisition
•Acquire $750 million in gross investments			•Closed $15 billion merger with Life Storage plus closed over $698 million in gross investments
•Expand third party management platform by 120 stores (gross) and collect $121 million in fees and insurance revenue (excluding the Life Storage managed stores)			•Expanded third party management platform by 225 stores (gross) and collected $122 million in fees and revenue insurance, excluding fees collected from the Life Storage third party management platform
•Close Life Storage acquisition, integrate systems, people and develop dual brand-strategy			•Closed the Life Storage acquisition on July 20, 2023 and successfully integrated the systems and people within 30 days after closing and implemented a dual-brand strategy within 90 days after closing.
•Execute one to three long-term public bond offerings and seek to increase leverage			•Executed three long-term public bond deals, issuing $1.55 billion in bonds with 5-7 year maturities

In addition to the corporate goals listed above, the executive officers each have additional qualitative goals relating to operational efficiencies, human capital management, technology, sustainability, growth and other company improvements. Mr. Margolis presented to the Compensation Committee his assessment of the achievement of the corporate goals listed above and the specific qualitative goals of each of our executive officers. The Compensation Committee reviewed the 2023 goals and achievements and weighed these against the outstanding Core FFO achieved for the year. Upon discussion and review, the Compensation Committee approved an achievement level of 98% of the portion of the bonus related to the corporate goals outlined above and the individual qualitative goals for the Chief Financial Officer, Chief Marketing Officer, Chief Strategy and Partnership Officer and Chief Investment Officer. In addition, the Compensation Committee conducted its own evaluation of Mr. Margolis’s performance relative to the above corporate goals and his


30			Extra Space Storage

EXECUTIVE COMPENSATION

individual qualitative goals and the Compensation Committee determined to approve an achievement level of 98% for Mr. Margolis for the portion of the bonus related to such goals.

The annual bonuses paid to the named executive officers for 2023 are reflected in the “Summary Executive Compensation Table” below.

LONG-TERM INCENTIVES FOR 2023

The Long-Term Incentive Program allows for grants of performance-based stock units ("PSU(s)") and restricted stock. The goals of the Company’s equity awards are to: (1) align the interests of each executive officer with those of our stockholders by providing each individual with a significant incentive to manage the Company from the perspective of a stockholder with an equity stake in the business, and (2) encourage long-term retention of key employees by virtue of vesting conditions imposed on typical equity awards. Employees must remain employed by the Company for a fixed period of time in order for the equity awards to vest fully. Unless otherwise determined by the Compensation Committee, vesting ceases upon termination of employment and unvested grants of restricted stock and PSUs are canceled upon termination of employment. During the vesting period, PSUs and restricted stock awards may not be sold, transferred or pledged.

LONG-TERM INCENTIVES GRANTED IN 2023

For 2023, the NEOs of the Company received 25% of their long-term incentive awards in the form of restricted stock grants. Grants of restricted stock vest over a four-year period at the rate of 25% per year. The restricted stock grants may be voted and receive the payment of non-forfeitable dividends.

The remaining 75% of the long-term incentive awards to the NEOs come in the form of PSUs that vest after a three-year performance period. For the awards granted in 2023, the three-year performance period will end on December 31, 2025. These awards have two performance components, each weighted 50%, that are measured at the end of the three-year performance period. At the end of the performance period and to the extent performance goals are achieved, the PSUs will then be converted into common shares and paid out after the end of the performance period. In addition, the award recipient will receive a cash payment equivalent to the dividends that would have been paid on such stock during the performance period on the vesting date.

The first performance component of the PSUs measures our total stockholder return (measured by reference to the change in our share price plus dividends) as compared to the total stockholder return of a peer group consisting of all REITs tracked within the MSCI US REIT Index. If the Company achieves a total stockholder return at the 50th percentile of this index, then the PSUs will be paid out at 100% of the target units related to the total stockholder return metric. The second performance component of the PSUs measures the Company’s annual growth in Core FFO, per share. The Compensation Committee has set a three-year Core FFO per share target which, if achieved, will result in a payout of 100% of the target units related to the Core FFO metric. The NEOs have the ability to be paid out at a range of 0% to 200% of the target units depending on the Company’s performance with respect to both metrics. Performance above and below targeted levels will be determined by linear interpolation. Subject to the accelerated vesting described below, the NEOs must generally remain employed through the last day of the performance period in order to be eligible to vest in the performance-based stock units.

Grants of restricted shares and PSUs are discussed and reviewed at regularly scheduled meetings of the Compensation Committee. By taking such actions at regularly scheduled meetings, the Compensation Committee seeks to avoid any possible appearance that the grant timing was manipulated to affect the value of the awards. We do not have any program, plan or practice to coordinate any equity awards with the release by us of material non-public information or any other investor relations activities.

The Compensation Committee awarded both restricted stock grants and PSUs to all of the named executive officers in 2023, which are shown in the “Grants of Plan-Based Awards” table below. The values of the restricted stock grants and PSUs were determined by the Compensation Committee after careful review and discussion of compensation studies provided by Meridian and taking into consideration the total executive compensation at the comparator group of companies, the overall performance by the Company coupled with increased acquisitions and growth at the Company.

The equity awards granted to the named executive officers are eligible for accelerated vesting under certain circumstances as described below under “Executive Compensation Tables—Severance and Change in Control Arrangements with Named Executive Officers.”

FINAL RESULTS OF THE 2021 PERFORMANCE BASED UNITS

In February 2021, the Company issued PSUs to our NEOs, which allowed each NEO to earn from 0% to 200% of the target number of awards based on two performance components, each weighted at 50%, measured at the end of the three-year performance period that ended December 31, 2023. The first performance component of the 2021 PSUs was our total stockholder return (measured by reference to the change in our share price plus dividends) as compared to the total stockholder return of a peer group consisting of all REITs tracked within the MSCI US REIT Index. If we achieved a total stockholder return at the 50th percentile of our peer group, then the PSUs would pay out at 100% of the target units related to the total stockholder return metric. The second performance component of the 2021 PSUs measured the Company’s cumulative Core FFO per share over the three-year performance period. The


2024 Proxy Statement			31

EXECUTIVE COMPENSATION

Compensation Committee set a three-year cumulative Core FFO per share target of $18.72 per share (representing cumulative Core FFO targets for the years 2021, 2022 and 2023), which, if achieved, would have resulted in a payout of 100% of the target units related to the Core FFO metric.

In February 2024, the Compensation Committee determined our performance relative to the performance metrics for the 2021 PSUs and approved the vesting of such awards at 200% of target. The following tables show the performance metrics and ultimate 200% achievement for the 2021 PSUs at the completion of the three-year performance period from January 1, 2021 through December 31, 2023 and the resulting stock awards.

2021 Performance Level

Performance Metric (1)

Weighting

Threshold (0%)

Target (100%)

Maximum (200%)

Performance Result

% of Achievement

Weighted % of Achievement

TSR Ranking Relative to MSCI US REIT Index for Performance Period

50%

Below 25th percentile

50th Percentile

At or above 75th percentile

88th percentile

200%

100%

Cumulative Core FFO Per Share for Three-Year Performance Period

50%

At or below $16.49

$18.72

At or above $20.59

$23.45

200%

100%

TOTAL % of TARGET ACHIEVED:

200%

(1) Achievement between levels is determined by linear interpolation.

The following table sets forth the number of 2021 PSUs that vested for each NEO resulting from the 200% achievement level as shown above.


	Target Number of Performance Based Stock Units	Resulting Number of Performance Based Stock Units (1)
Joseph D. Margolis	21,760	43,520
Scott Stubbs	6,080	12,160
Zach Dickens	1,479	2,958
Samrat Sondhi	4,665	9,330
Noah Springer	1,202	2,404

(1) In addition, each NEO received a cash payment equivalent to the dividends that would have been paid on such resulting number of 2021 performance-based units during the performance period on the settlement date of such awards in February 2024 as follows: Mr. Margolis, $738,970; Mr. Stubbs, $206,477; Mr. Dickens, $50,227; Mr. Sondhi, $158,423; and Mr. Springer, $40,820.

OTHER COMPENSATION ELEMENTS

We provide benefits and perquisites to our named executive officers and other employees, such as medical and life insurance, 401(k) plan, and severance pursuant to the terms of the Company’s change in control plan.

•Medical Insurance. The Company makes available to each NEO and their spouses and children such health, dental and vision insurance coverage on the same basis as other employees. A portion of the insurance coverage is paid by the Company.

•Life Insurance. The Company provides each named executive officer such life insurance on the same basis as other employees.

•Retirement Benefits. Our executive officers are eligible to participate in our 401(k) defined contribution plan on the same basis as other eligible employees. The Company currently matches 100% of the first three percent of an employee’s cash compensation contributed by each employee, and 50% of the next two percent of an employee’s cash compensation contributed.

A description of the severance arrangements we maintain with our named executive officers can be found under “Severance and Change in Control Arrangements with Named Executive Officers” below. We also limit the perquisites that we make available to our executive officers, particularly in light of the potential for abuse associated with such perquisites. Accordingly, our executives are entitled to few benefits that are not otherwise available to all of our employees.


32			Extra Space Storage

EXECUTIVE COMPENSATION

COMPENSATION RECOVERY POLICY

In accordance with Rule 10D-1 under the Exchange Act and the corresponding NYSE listing standards, we have adopted a policy that provides for the mandatory recovery from current and former executive officers of incentive-based compensation that was erroneously awarded during the three years preceding the date the Company is required to prepare an accounting restatement. The amount required to be recovered is the excess of the amount of incentive-based compensation received over the amount that otherwise would have been received had it been determined based on the restated financial measure. The policy was adopted effective as of October 2, 2023 and is administered and overseen by the Compensation Committee.

POLICY REGARDING TAX DEDUCTIBILITY OF COMPENSATION

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation in excess of $1 million paid to the company’s named executive officers. The Compensation Committee’s general policy is to maintain flexibility in compensating named executive officers in a manner designed to promote varying corporate goals. In addition, we believe that we qualify as a REIT under the Code and generally are not subject to federal income taxes, provided that we distribute to our stockholders at least 90% of our taxable income each year. As a result, we do not expect that the payment of compensation that does not satisfy the requirements of Section 162(m) of the Code will have a material adverse federal income tax consequence to us. Accordingly, the Compensation Committee has not adopted a policy that all compensation must be deductible.

STOCK OWNERSHIP GUIDELINES FOR EXECUTIVE AND SENIOR OFFICERS

We have stock ownership guidelines which require each of our executive and senior officers, within five years after appointment as an officer, to hold shares of our common stock or restricted stock. These stock ownership guidelines align our officers’ interests with those of our stockholders, ensuring executive and senior officers hold a significant amount of equity in the Company. Each executive and senior officer has met the following guidelines as of December 31, 2023, or has additional time within which to come into compliance in accordance with the guidelines.


Position	Base Salary Multiple	Time to Attain
CEO	5x	5 years
Executive Vice President	3x	5 years
Senior Vice President	1x	5 years

IMPACT OF ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION

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. Of the 135,007,280 total shares outstanding, 89% voted on this matter, excluding abstentions and broker non-votes. The result of these votes indicated 96% approval of the compensation paid to our named executive officers. The Compensation Committee believes that the results of this vote affirm stockholder support of the Company’s approach to executive compensation, and the Compensation Committee did not change its general approach to executive compensation after receiving these voting results. The Compensation Committee will continue to consider the outcome of advisory stockholder votes regarding executive compensation when making future compensation decisions for our named executive officers.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with the Company’s management and, based on our review and discussions, the committee recommended to the board of directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K and in this proxy statement.

Submitted by the Compensation Committee

Julia Vander Ploeg, Chair

Joseph J. Bonner

Gary Crittenden

Roger B. Porter


2024 Proxy Statement			33

EXECUTIVE COMPENSATION

Executive Compensation Tables

SUMMARY EXECUTIVE COMPENSATION TABLE


Name and principal position	Year	Salary		Bonus		Non-equity incentive plan compensation (1)		Stock awards (2)		All other compensation (3)		Total
Joseph D. Margolis	2023	$	900,000	$	—	$	1,393,875	$	9,059,042	$	927,784	$	12,280,701
Chief Executive Officer	2022	900,000		—		1,890,000		8,024,201		814,543		11,628,744
	2021	850,000		—		1,434,375		4,278,669		752,938		7,315,982

Scott Stubbs	2023	$	500,000	$	—	$	553,125	$	2,399,700	$	266,974	$	3,719,799
Chief Financial Officer	2022	500,000		—		750,000		2,125,761		235,539		3,611,300
	2021	475,000		—		593,750		1,195,510		219,934		2,484,194

Zach Dickens	2023	$	460,000	$	—	$	407,100	$	2,519,836	$	108,265	$	3,495,201
Chief Investment Officer

Samrat Sondhi	2023	$	495,000	$	—	$	438,075	$	2,531,662	$	213,154	$	3,677,891
Chief Marketing Officer	2022	450,000		140,625		562,500		1,554,432		182,985		2,890,542
	2021	410,000		—		486,875		917,220		170,463		1,984,558

Noah Springer	2023	$	460,000	$	—	$	407,100	$	2,639,808	$	88,002	$	3,594,910
Chief Strategy and Partnership Officer	2022	410,000		128,125		512,500		1,568,737		59,916		2,679,278

(1) Represents amounts earned related to the Company’s annual incentive bonus program for the applicable fiscal year, and with respect to the amounts disclosed for Mr. Sondhi and Mr. Springer for fiscal year 2022 only, also includes an additional cash bonus representing 25% of their base salary multiplied by 125%, which bonus was earned as a result of their work on a significant business combination and acquisition during 2022.

(2) Dollar amounts represent the grant date fair value of the restricted stock and PSUs granted during the year computed in accordance with ASC 718, using the assumptions to value such awards reported in the notes to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC.

The grant date fair value of the restricted stock awards granted in 2023 to the named executive officers was as follows: Mr. Margolis, $1,887,491; Mr. Stubbs, $499,981; Mr. Dickens, $525,021; Mr. Sondhi, $527,476 and Mr. Springer, $550,061.

With respect to the PSUs granted during 2023, the performance objectives applicable to those awards relate to two performance components, each weighted 50%, that are measured at the end of a three-year performance period ending December 31, 2025. With respect to both measurements, the NEOs have the ability to be paid out at a range of 0% to 200% of the target units depending on the Company’s performance with respect to both metrics. In addition, the award recipient will receive a cash payment equivalent to the dividends that would have been paid on such stock during the performance period on the vesting date of the PSUs.

The grant date fair value of the portion of these performance-based units that are tied to our total stockholder return (which is a market-based condition) was calculated, in accordance with ASC 718, using a Monte Carlo simulation which considered the likelihood of achieving the vesting conditions. Our model estimates the fair value of the awards based on our data and that of the MSCI US REIT Index. Based on the performance objectives and these capital markets assumptions, these PSUs were valued at $250.89 per share, which value was applied to the target units eligible to be earned with respect to this objective for the 2023 grants. The grant date fair value under ASC 718 of the portion of these PSUs granted as reflected in this column, was as follows: Mr. Margolis, $4,340,397; Mr. Stubbs, $1,149,829; Mr. Dickens, $1,207,283; Mr. Sondhi, $1,213,053; and Mr. Springer, $1,264,737.

The grant date fair value of the portion of these performance-based stock units that are tied to Core FFO per share objectives was calculated, in accordance with ASC 718, based on the closing stock price on the grant date and the probable outcome of the Core FFO per share performance objectives as of the grant date (which was determined to be at “target” levels). As a result, the grant date fair value of these performance-based units was $163.66 per share, which value was applied to the “target” number of units eligible to be earned with respect to this objective for the 2023 grants. The grant date fair value under ASC 718 of the portion of the PSUs granted in 2023 that are tied to Core FFO performance, as reflected in this column, was as follows: Mr. Margolis, $2,831,154; Mr. Stubbs, $749,890; Mr. Dickens, $787,532; Mr. Sondhi, $791,133 and Mr. Springer, $825,010. The grant date fair value under ASC 718 of these PSUs assuming the highest level of performance achievement, is as follows: Mr. Margolis, $5,662,308.68; Mr. Stubbs, $1,499,780; Mr. Dickens, $1,575,064; Mr. Sondhi, $1,582,265 and Mr. Springer, $1,650,020.

(3) All other compensation for the year ending December 31, 2023 includes dividends on restricted stock paid in 2023 and dividend equivalent payouts paid in cash on 2021 PSUs that vested based on performance for the performance period ended December 31, 2023, which cash dividend equivalent payouts occurred in February 2024, as follows: Mr. Margolis, $175,614 and $738,970, respectively; Mr. Stubbs, $47,298 and $206,477, respectively; Mr. Dickens, $44,838 and $50,227, respectively; Mr. Sondhi, $41,530 and $158,423 , respectively; and Mr. Springer, $41,120 and $40,820 respectively. All other compensation for each named executive officer for the year ending December 31, 2023 also includes 401(k) defined contribution plan employer contributions of $13,200, or $6,062 in the case of Mr. Springer.


34			Extra Space Storage

EXECUTIVE COMPENSATION

GRANTS OF PLAN-BASED AWARDS


		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 (4)	Grant date fair value of stock awards (5)
Name	Grant date (1)	Threshold		Target (2)		Maximum (2)		Threshold (#)	Target (#) (3)	Maximum (#) (3)
Joseph D. Margolis
Annual Incentive		$	393,750	$	1,575,000	$	1,968,750				—	$	—
Stock awards	3/1/2023										11,533	1,887,491
PSU awards	3/1/2023							—	34,599	69,198	—	7,171,551
Scott Stubbs
Annual Incentive		$	156,250	$	625,000	$	781,250				—	$	—
Stock awards	3/1/2023										3,055	499,981
PSU awards	3/1/2023							—	9,165	18,330	—	1,899,719
Zach Dickens
Annual Incentive		$	115,000	$	460,000	$	575,000				—	$	—
Stock awards	3/1/2023										3,208	525,021
PSU awards	3/1/2023							—	9,624	19,248	—	1,994,815
Samrat Sondhi
Annual Incentive		$	123,750	$	495,000	$	618,750				—	$	—
Stock awards	3/1/2023										3,223	527,476
PSU awards	3/1/2023							—	9,669	19,338	—	2,004,186
Noah Springer
Annual Incentive		$	115,000	$	460,000	$	575,000				—	$	—
Stock awards	3/1/2023										3,361	550,061
PSU awards	3/1/2023							—	10,082	20,164	—	2,089,747

(1) Approval date of the awards was February 15, 2023.

(2) Amounts relate to the annual incentive bonus as described in the “Annual Incentive Bonus” section above.

(3) Represents PSUs granted during 2023 under the 2015 Incentive Award Plan related to the 2023 total compensation package for the named executive officers found in the "Summary Executive Compensation Table" above. For a description of the vesting terms applicable to such awards, please see "Executive Compensation - Compensation Discussion and Analysis -- Long-Term Incentives Granted in 2023" above. The awards are eligible for accelerated vesting under certain circumstances as described below under “Executive Compensation Tables -- Severance and Change in Control Arrangements with Named Executive Officers.”

(4) Grants of restricted stock awards under the 2015 Incentive Award Plan related to the 2023 total compensation package for the named executive officers. The shares have dividend and voting rights and vest ratably over four years following the grant date. The awards are eligible for accelerated vesting under certain circumstances as described below under “Executive Compensation Tables -- Severance and Change in Control Arrangements with Named Executive Officers.”

(5) Dollar amounts represent the grant date fair value of the stock awards granted during the year computed in accordance with ASC 718, using the assumptions to value such awards reported in the notes to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC.

See footnote (2) to the “Summary Executive Compensation Table” above for more details regarding the grant date fair values of the 2023 equity awards.


2024 Proxy Statement			35

EXECUTIVE COMPENSATION

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END


	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 shares that have not vested (1)	Market value of 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	—	—	$	—	--	27,101	$	4,345,103	63,756	$	10,221,999

Scott Stubbs	—	—

SEC Form DEF 14A filed by Extra Space Storage Inc