Gary Crittenden
About Gary L. Crittenden
Gary L. Crittenden (age 71) is an independent director of Extra Space Storage Inc. (EXR) and Chair of the Audit Committee; he has served on the board since February 2020 (5 years of tenure as of the 2025 proxy) . He is an Executive Director at HGGC (since January 2017) and previously served as HGGC’s Chairman & Managing Partner (2013–2016) and CEO (2012–2013); earlier he was Chairman of Citi Holdings and CFO at Citigroup, American Express, Monsanto, Sears Roebuck, Melville Corporation, and Filene’s Basement . He holds a B.S. in Management from Brigham Young University and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| HGGC, LLC | Executive Director | Since Jan 2017 | Senior leadership at private equity firm |
| HGGC, LLC | Chairman & Managing Partner | Dec 2013–Dec 2016 | Led firm’s strategy and operations |
| HGGC, LLC | Chief Executive Officer | Apr 2012–Dec 2013 | Operational leadership |
| Citi Holdings | Chairman | Not specified | Oversight of non-core assets |
| Citigroup | Chief Financial Officer | Not specified | Financial leadership at global bank |
| American Express Company | Chief Financial Officer | Not specified | Corporate finance leadership |
| Monsanto | Chief Financial Officer | Not specified | Corporate finance leadership |
| Sears Roebuck | Chief Financial Officer | Not specified | Corporate finance leadership |
| Melville Corporation | Chief Financial Officer | Not specified | Corporate finance leadership |
| Filene’s Basement | Chief Financial Officer | Not specified | Corporate finance leadership |
External Roles
| Organization | Role | Committees/Notes |
|---|---|---|
| Primerica, Inc. | Director | Committee assignments not disclosed in EXR proxy |
| Zions Bancorporation | Director | Committee assignments not disclosed in EXR proxy |
Board Governance
- Committee assignments: Audit (Chair) and Compensation Committee member; designated an “audit committee financial expert” along with Barberio and Olmstead .
- Independence: Board determined nine of ten directors are independent; all Audit, Compensation, and Nominating committee members are independent under NYSE/SEC rules .
- Attendance and engagement: In 2024, the board held five meetings; each director attended at least 90% of board and committee meetings; Audit Committee met eight times with executive sessions with auditors .
- Shareholder support: Re-elected at 2025 annual meeting with 181,338,916 votes for, 1,976,757 against, 91,061 abstain (broker non-votes 10,317,695) .
- Majority voting and annual elections: All directors elected annually; majority vote policy in uncontested elections .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Fees earned (cash) | $127,500 | As disclosed in 2024 director compensation table |
| Standard director cash retainer | $90,000 | Annual, effective May 23, 2024 |
| Audit Committee Chair supplemental | $30,000 | Annual, effective May 23, 2024 |
| Non-chair committee member supplemental | $10,000 | Annual, effective May 23, 2024 |
Performance Compensation
| Grant Date | Instrument | Shares/Value | Vesting | Dividends on Unvested Stock |
|---|---|---|---|---|
| May 23, 2024 | Restricted stock | 1,402 shares; grant-date fair value $200,000 | Vests on first anniversary, subject to continued service | $8,584 paid in 2024 (reflected as “All other compensation”) |
- Annual equity policy: Non-employee directors receive an annual grant of EXR common stock with grant-date value of $200,000, determined by closing price on annual meeting date; vesting at first anniversary .
- Award structure: Director equity is time-based restricted stock; no director stock options or PSUs disclosed .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock Consideration |
|---|---|---|
| Primerica, Inc. | Financial services | General market/board network; no EXR-related transactions disclosed |
| Zions Bancorporation | Banking | Banking relationships are common for REIT financing; no related-party transactions disclosed; Audit Committee reviews any related-party transactions per policy |
- Related-party transactions oversight: Audit Committee reviews/approves any disclosable related-party transactions; policy outlines factors assessed (materiality, independence, importance, etc.) .
- Hedging/pledging policies: Hedging prohibited; pledging only allowed above ownership requirements with Compensation Committee approval; stringent limitations apply to directors .
Expertise & Qualifications
- Financial leadership: Former CFO at multiple Fortune 500 companies (Citigroup, American Express, Monsanto, Sears, Melville, Filene’s Basement); Audit Committee financial expert designation at EXR .
- Private equity governance: Senior roles at HGGC (Executive Director; prior Chairman & Managing Partner and CEO) .
- Education: B.S. in Management (BYU), MBA (Harvard Business School) .
- Board skills matrix: Board identifies financial literacy, capital markets/M&A, corporate governance & compensation among skills; Crittenden contributes finance/accounting expertise .
Equity Ownership
| Holder | Restricted Stock | Beneficial Ownership | % of Class |
|---|---|---|---|
| Gary L. Crittenden | 1,402 shares | 5,732 shares | Less than 1.0% |
- Director stock ownership guidelines: Non-employee directors must hold shares worth 5x the annual cash portion of the board retainer within five years; each director has met guidelines as of Dec 31, 2024 or has time remaining to comply .
- Pledging/hedging: No pledging disclosed for Crittenden; company prohibits hedging and limits pledging for directors and officers .
Governance Assessment
- Board effectiveness: As Audit Chair and a designated financial expert, Crittenden strengthens financial oversight, auditor independence, internal controls, and SEC/cyber disclosure readiness; Audit Committee met eight times in 2024 including auditor executive sessions—a positive signal of rigorous oversight .
- Independence and engagement: Independent director, strong attendance (≥90%) and high shareholder support in 2025 re-election—supports investor confidence in his governance role .
- Compensation alignment: Director pay mix balances cash retainers (role-based) and time-based equity that vests after one year; no options or PSUs for directors—simplifies alignment and reduces risk of short-term incentives .
- Conflicts and related-party exposure: No related-party transactions disclosed involving Crittenden; Audit Committee oversees any such matters under a formal policy; hedging prohibited and pledging stringently limited—mitigates alignment risks .
- Say-on-pay and shareholder feedback: Executive compensation received 97% approval at 2024 annual meeting; 2025 say-on-pay voted 172,470,577 for, 10,587,202 against, 348,955 abstain—indicates broad investor support for EXR’s pay practices and governance framework .
RED FLAGS: None specific to Crittenden disclosed—no pledging, no related-party transactions, strong attendance and independence. Continue to monitor potential interlocks (e.g., Zions Bancorporation) for any future transactions requiring Audit Committee review .