Diane Olmstead
About Diane Olmstead
Independent director at Extra Space Storage since December 2013; age 72; MBA from Pepperdine University. She chairs the Nominating, Governance & Corporate Responsibility (NG&CR) Committee and serves on the Audit Committee; designated an “audit committee financial expert.” Tenure on EXR’s board is 12 years per skills/experience matrix; independence affirmed under NYSE/SEC rules. Background spans senior real estate investing, structured finance, and capital markets roles at Fillmore Capital Partners (Managing Director), Bridge Housing (CIO), W3 Partners (Co‑CEO/founder), CIM Group (principal), and iStar (EVP).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fillmore Capital Partners (FCP) | Managing Director | Since May 2018 | Senior advisor on corporate/investment strategy and capital formation across five real estate/healthcare operating companies |
| Bridge Housing Corporation | Chief Investment Officer | Prior to FCP (dates not specified) | Oversaw investment strategy for affordable housing developer |
| W3 Partners | Co‑CEO, Founder | 2009–2016 | Led firm operations and investments |
| CIM Group | Principal | 2005–2009 | Opened SF office; headed acquisitions/development in NorCal/PNW; voting member of investment committee |
| iStar | Executive Vice President (Western Region) | 2000–2005 | Structured finance originations; triple-net lease acquisitions |
| Arthur Andersen; USF&G; Cigna; Aetna | Asset management, lending, acquisitions, equity raising | 1983–2000 | Progressive finance/real estate roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Scioto | Director | Current | FCP majority-controlled healthcare company; strategy development |
| Mercy Housing | Director | Current | Non-profit affordable housing; governance oversight |
| Sonoma County, District 1 | Planning Commissioner | Current | Public sector planning/land use |
| UC Berkeley Fisher Center | Policy Advisory Board Member | Current | Real estate/urban development advisory |
| NAREIT; WCD; NACD | Member | Current | Industry and governance networks |
Board Governance
- Committee assignments: Chair, NG&CR; Member, Audit. Audit Committee financial expert designation.
- Independence status: Independent; all Audit, Compensation, and NG&CR committee members are independent.
- Attendance/engagement: Board held 5 meetings in 2024; each director attended at least 90% of board and applicable committee meetings; NG&CR held 4; Audit held 8. All directors attended the 2024 Annual Meeting.
- NG&CR scope: Board nominations, committee slates, governance guidelines/code of ethics oversight, CEO/executive succession planning, board evaluations/education, and ESG/sustainability oversight.
- Audit scope: Financial reporting oversight, auditor independence and appointment, internal/disclosure controls, cybersecurity disclosure oversight, and related‑party transaction approvals.
Fixed Compensation
| Component | Annual Amount | Effective/Notes |
|---|---|---|
| Director cash retainer | $90,000 | Paid quarterly; prorated for new joiners post-Life Storage merger timing |
| NG&CR Committee Chair supplemental | $20,000 | Annual |
| Non‑Chair Committee Member supplemental | $10,000 | Annual (for Audit membership) |
| 2024 Director Compensation (Olmstead) | Amount |
|---|---|
| Fees earned or paid in cash | $117,500 |
| Stock awards (grant-date fair value, ASC 718) | $200,000 |
| All other compensation (dividends on unvested stock) | $8,584 |
| Total | $326,084 |
| Annual Equity Grant | Detail |
|---|---|
| Grant date | May 23, 2024 |
| Shares | 1,402 restricted shares (value ≈ $200,000) |
| Vesting | Cliff vest on 1st anniversary (continuous service required) |
| Dividend treatment | Dividends paid on unvested restricted stock (reflected in “All other compensation”) |
Performance Compensation
| Award Type | Performance Metric Linkage | Vesting | Key Governance Terms |
|---|---|---|---|
| Non‑employee director annual equity (restricted stock) | None (time-based, not performance-based) | 1-year cliff vest | Plan prohibits single‑trigger vesting on change-in-control unless awards not assumed; no repricing; dividends on performance‑vested awards only after conditions met; non‑employee director annual award cap $750,000 value. |
No options or PSUs granted to Olmstead in 2024; the standard director grant is time‑based restricted stock.
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| Extra Space Storage (NYSE: EXR) | Public | Director; NG&CR Chair; Audit Member | Primary board role |
| Scioto | Private/Healthcare real estate | Director | FCP majority control; no EXR-related transactions disclosed |
| Mercy Housing | Non-profit | Director | No EXR-related transactions disclosed |
- No other public company directorships for Olmstead disclosed in EXR’s proxy.
- Board service limitations policy: non-executive directors may serve on no more than three additional boards; helps mitigate overboarding risk.
Expertise & Qualifications
- Deep real estate investing, acquisitions, structured finance, and capital formation expertise; public company operating experience.
- Audit Committee financial expert designation; strong financial literacy and risk oversight.
- Governance/ESG leadership as NG&CR Chair; succession planning and board education oversight.
- MBA (Pepperdine); active in NAREIT, Women Corporate Directors, NACD; policy advisory at UC Berkeley Fisher Center.
Equity Ownership
| Category | Shares | Percent of Class | Notes |
|---|---|---|---|
| Restricted stock (as of 12/31/2024) | 1,402 | <1.0% | Unvested director grant from May 23, 2024 |
| Total beneficial ownership (as of 3/24/2025) | 5,877 | <1.0% | SEC beneficial ownership definition; includes unvested restricted stock |
| Shares pledged | None disclosed for Olmstead | — | Company notes pledging limitations; pledge disclosed for Woolley, not Olmstead |
| Ownership guidelines | 5× annual cash retainer value within 5 years | — | Company disclosed each non‑employee director met guidelines or has time per policy |
Shareholder Support Indicator (2024 Annual Meeting)
| Director | Votes For | Votes Against | Abstain | Broker Non‑Vote |
|---|---|---|---|---|
| Diane Olmstead | 184,194,947 | 4,616,092 | 62,120 | 9,313,248 |
Governance Assessment
- Strengths: Independent director; chairs NG&CR with explicit mandate over board refreshment, succession, ESG oversight; audit financial expert; ≥90% attendance; active risk/cyber oversight at board/committee levels; robust governance features (clawback, majority voting, proxy access, hedging prohibitions, pledging limits).
- Alignment: Director pay balanced between cash and annual equity; standardized $200k restricted stock grants with 1‑year vesting; stock ownership guidelines for directors (5× cash retainer) with compliance reported.
- Potential conflicts: External roles at FCP and Scioto (FCP‑controlled entity) warrant ongoing monitoring for related‑party exposure; Audit Committee explicitly reviews/approves any related‑party transactions; none reported for Olmstead.
- Red flags: None observed specific to Olmstead (no pledging disclosed; high attendance; no compensation anomalies). Company‑level note: pledging disclosed for Woolley; governance framework states stringent pledging limits.
- Shareholder sentiment: Strong support—her 2024 election received ~184.2M “For” votes vs ~4.6M “Against”; say‑on‑pay approval at 97% indicating confidence in compensation governance.