Gwyn McNeal
About Gwyn McNeal
Executive Vice President and Chief Legal Officer of Extra Space Storage since July 2013; with the company since 2005. Age 56 (2025) with a B.A. from Brigham Young University and J.D. from the University of Southern California . As CLO, she provides quarterly legal and regulatory updates to the Board as part of enterprise risk oversight . Company performance context during her tenure: 20‑year total shareholder return of 2,437% and industry‑leading FFO growth in 2024; Core FFO targeted $8.09/share in 2024 and achieved $8.14/share for bonus determination; same‑store NOI growth reached 20.3% in 2022, reflecting strong execution in operations and M&A integration .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Extra Space Storage | Vice President & Associate General Counsel | Not disclosed | Legal support to operations; litigation, employment law, IP oversight |
| 3form, Inc. | General Counsel | 2000–2003 | Built legal function for materials manufacturer |
| Latham & Watkins LLP (San Diego) | Attorney | 1992–2000 | Complex corporate and litigation practice training |
| Nelson Christensen & Helsten | External counsel to EXR | Not disclosed | Outside counsel to EXR prior to joining |
External Roles
None disclosed (no public company board or committee roles reported for McNeal) .
Fixed Compensation
| Metric | 2020 | 2021 | 2022 |
|---|---|---|---|
| Base Salary ($) | 400,000 | 400,000 | 415,000 |
| Target Annual Bonus ($) | Not disclosed | Not disclosed | 415,000 (Threshold: $103,750; Max: $518,750) |
| Actual Annual Bonus Paid ($) | 417,600 | 450,000 | 508,375 |
Notes:
- EXR’s annual bonus design uses 50% Company Core FFO performance and 50% corporate/strategic goals; Committee discretion can adjust for non‑controllable items .
Performance Compensation
| Award | Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2020 PSUs (granted Feb 12, 2020) | Relative TSR vs MSCI US REIT Index | 50% | 50th percentile (0–200% scale) | 99th percentile | 200% | Settled Feb 2023; McNeal received 8,328 shares (target 4,164) + $117,397 cash dividends |
| 2020 PSUs (granted Feb 12, 2020) | Cumulative Core FFO per share (2020–2022) | 50% | $15.87 (0–200% scale) | $20.63 | 200% | Settled as above |
Long‑term incentive structure:
- PSUs measured over three years; 0–200% payout; dividends paid in cash at vesting; restricted stock vests 25% per year over four years .
- 2022 LTIP grant values and units for McNeal (restricted stock and PSUs) are disclosed in 2022 tables; standard TSR and Core FFO constructs apply, with double‑trigger change‑in‑control protection (details below) .
Equity Ownership & Alignment
| Ownership Measure | As of |
|---|---|
| Shares beneficially owned | 32,039 (includes unvested restricted stock) as of March 27, 2023 |
| Restricted stock outstanding | 5,574 as of March 27, 2023 |
| Options | None exercisable/unexercisable disclosed for McNeal in 2022 year‑end tables |
| Ownership % of shares outstanding | Less than 1% (company presents <1% indicator) |
| Executive stock ownership guideline | Executive Vice President: 3x base salary; 5 years to attain |
| Compliance status | Executives and senior officers met guidelines as of year‑end (2024/2025 reporting) |
| Hedging policy | Prohibited for directors and senior executives |
| Pledging policy | Allowed only on shares in excess of guideline and only with Compensation Committee approval; no pledge footnote disclosed for McNeal |
Vesting detail (restricted stock; year‑end 2022 view, schedules stated for 2023/2024/2025 dates):
- 595 shares vest 3/5/2023; 1,038 shares vest ratably over 2/12/2023 & 2/12/2024; 1,493 shares vest ratably over 2/16/2023, 2/16/2024 & 2/16/2025; 2,603 shares vest ratably each year on 2/14 through 2026 (grant 2/14/2022) .
Insider selling pressure indicators:
- 2020 PSU settlement released 8,328 shares to McNeal in Feb 2023; cash dividend equivalent $117,397 suggests material vesting‑related monetization capacity even if shares are retained .
- Ongoing RSA tranche vesting in 2023–2026 creates periodic supply overhang potential (subject to trading windows/Rule 10b5‑1 plans per EXR policy) .
Employment Terms
Change‑in‑control (CIC) plan (double‑trigger; termination without cause or resignation for good reason within 12 months post‑CIC):
- Cash: 2x base salary + 2x greater of prior year’s bonus or 3‑year average, lump sum .
- Benefits: lump sum equal to cost of continuing health benefits for two years; outplacement services for six months; equity acceleration: full vesting of restricted stock; PSUs vest at greater of target or pro‑rated actual performance to CIC date .
- Clawback: mandatory recovery of erroneously awarded incentive compensation following material restatements (NYSE/SEC compliant; policy updated) .
Individual CIC economics (as of Dec 31, 2022):
| Component | Amount ($) |
|---|---|
| Cash payment | 1,846,750 |
| Acceleration of time‑based equity (RS) | 843,194 |
| Acceleration of PSUs (at target; pro‑rated for death/disability) | 1,293,712 |
| Benefits (health continuation) | 41,868 (excludes any tax gross‑up amounts noted in plan) |
Other terms:
- No employment agreement (at‑will); robust insider trading controls (90‑day cooling‑off on 10b5‑1; overlapping/single‑trade plans prohibited) .
- Retirement vesting provisions exist for RSAs/PSUs subject to age/service thresholds; Committee conditions apply and NEOs did not meet thresholds in the latest reporting year .
Investment Implications
- Pay‑for‑performance alignment: McNeal’s incentive mix is heavily equity‑linked via PSUs (relative TSR and Core FFO per share) with multi‑year horizons; 200% payout on 2020 PSUs evidences strong historical alignment with shareholder returns and operating growth .
- Selling pressure: PSU settlements and annual RSA vesting tranches create recurring liquidity events; while hedging is prohibited and ownership guidelines apply, periodic supply overhang is plausible around vest dates and trading windows .
- Retention risk: Double‑trigger CIC, accelerated vesting of RSAs, and pro‑rated/greater‑of vesting for PSUs reduce forced attrition risk in transactions; absence of an employment agreement increases at‑will flexibility but is standard REIT practice .
- Governance and risk: Strong clawback policy, strict hedging prohibition, and limited pledging framework mitigate misalignment; note plan references to potential tax gross‑ups on health benefits in CIC scenarios, a shareholder‑sensitive item to monitor .
- Role criticality: As CLO, McNeal supports Board risk oversight and M&A/integration execution; EXR’s 2024/2025 outperformance in Core FFO and integration of Life Storage underscore execution capability during her tenure .
Appendix: Multi‑Year Compensation Summary (McNeal)
| Metric | 2020 | 2021 | 2022 |
|---|---|---|---|
| Salary ($) | 400,000 | 400,000 | 415,000 |
| Bonus ($) | — | — | — |
| Non‑equity incentive plan ($) | 417,600 | 450,000 | 508,375 |
| Stock awards ($) | 771,806 | 782,981 | 1,517,468 |
| All other compensation ($) | 96,773 | 147,509 | 163,971 |
| Total ($) | 1,686,179 | 1,780,490 | 2,604,814 |
Appendix: Restricted Stock Vesting Schedule (as disclosed at 2022 year‑end)
| Tranche | Vesting Dates | Shares |
|---|---|---|
| Tranche A | 3/5/2023 | 595 |
| Tranche B | 2/12/2023 and 2/12/2024 (ratable) | 1,038 |
| Tranche C | 2/16/2023, 2/16/2024, 2/16/2025 (ratable) | 1,493 |
| Tranche D | 2/14 annually through 2026 (ratable; grant 2/14/2022) | 2,603 |
Appendix: Ownership Snapshot (as of March 27, 2023)
| Item | Value |
|---|---|
| Beneficial ownership | 32,039 shares |
| Restricted stock included | 5,574 shares |
| Percent of class | <1% |
Investment Implications
- Compensation structure supports long‑term alignment (relative TSR and Core FFO PSUs) and favors retention via multi‑year vesting; recent 200% PSU payout validates value creation during high‑growth periods .
- Monitor vesting calendar and 10b5‑1 plan filings for potential supply; absence of personal pledging disclosures and strict hedging prohibitions limit misalignment risk .
- Governance quality (clawbacks, ownership guidelines, Board risk oversight) lowers headline risk; be aware of potential CIC benefit tax gross‑ups noted in plan footnotes .
- Overall: McNeal’s role as CLO is strategically important for M&A, risk, and compliance; compensation terms and policies point to solid alignment and low structural retention risk, with periodic vesting‑related flow the primary trading consideration .