Joseph Bonner
About Joseph J. Bonner
Independent director of Extra Space Storage Inc. (EXR), age 69, serving since May 2019 (six years of tenure as of 2025). President & CEO of Solana Beach Capital LLC; previously CIO at Mubadala Pramerica Real Estate Investors and held senior roles at Prudential Real Estate Investors; early career in engineering/project management at Exxon Chemical and IBM. Education: B.A. in Architecture (The Cooper Union), M.S. in Civil Engineering (MIT), and MBA (Harvard University). Core credentials span real estate investing, global capital markets, acquisitions, finance; member of NACD.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Solana Beach Capital LLC | President & CEO | Current | Advises owner/operator/developer clients on real estate capital solutions |
| Mubadala Pramerica Real Estate Investors (UAE) | Chief Investment Officer | 2010–2014 | Executed regional and global investment strategy |
| Prudential Real Estate Investors | Senior positions in asset management and transactions; led acquisitions for US/Canada regions | 1989–2010 | Responsible for real estate acquisitions across Mid-Atlantic/Northeast (US) and Eastern/Mid-Western (Canada) |
| Exxon Chemical Company | Senior Engineer | 1981–1987 | Project management for worldwide affiliates |
| IBM | Project Manager | Not disclosed | Design and construction of corporate office facilities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Capital Group (three mutual funds) | Independent Director | Current | Not disclosed |
| USAA Real Estate Company | Director | Through June 2018 | Not disclosed |
| National Association of Corporate Directors (NACD) | Member | Current | Director education/engagement |
Board Governance
- Independence: Board determined nine of ten directors are independent; Bonner is independent and serves on independent-led committees.
- Committee memberships: Compensation Committee; Nominating, Governance & Corporate Responsibility Committee (non-chair).
- Attendance: In 2024, each director attended at least 90% of board and relevant committee meetings; the board held five meetings.
- Committee meeting cadence (2024): Compensation (5), Nominating/Governance/Corporate Responsibility (4).
- Lead Independent Director: Mark G. Barberio; independent director-led committees.
| Attribute | Detail |
|---|---|
| Years of Service on EXR Board | 6 |
| Independence Status | Independent |
| Committees | Compensation; Nominating, Governance & Corporate Responsibility |
| Committee Chair Roles | None |
| Board Meeting Attendance (2024) | ≥90% (board held 5 meetings) |
| Executive Sessions | Independent director executive sessions; regular risk, audit, and cybersecurity oversight |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Director cash retainer | $90,000 | Annual; paid quarterly |
| Non-chair committee member fee | $10,000 per committee | Annual supplemental fee per committee |
| Bonner – Fees earned or paid in cash (2024) | $107,500 | Implies base retainer plus two non-chair committee memberships (proration possible) |
Performance Compensation
| Equity Award | Grant Date | Number of Shares | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual Director Stock Award | May 23, 2024 | 1,402 | $200,000 | Vests on first anniversary, subject to continued service; dividends paid on unvested stock |
No performance metrics are tied to director equity awards; awards are time-based and align director interests with shareholders through ownership requirements. Stock ownership guideline for directors: 5× annual cash retainer within 5 years; all non-employee directors met guidelines as of 12/31/2024 or remain within allowed timeframe.
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlocks/Conflicts |
|---|---|---|---|
| The Capital Group (three mutual funds) | Asset management | Independent Director | No Compensation Committee interlocks in 2024; all Comp Committee members independent; no interlocking relationships existed in 2024 |
| USAA Real Estate Company | Real estate | Director (through June 2018) | Historical role; no current EXR-related transactions disclosed |
Expertise & Qualifications
- Real estate investing, global capital markets, acquisitions, finance; extensive transaction leadership at PREI and Mubadala.
- Technical/engineering background supporting disciplined project management.
- Education: Architecture (Cooper Union), Civil Engineering (MIT), MBA (Harvard).
- NACD member; governance engagement.
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Restricted Stock (unvested) | 1,402 shares | Annual director stock award (2024) |
| Total Beneficial Ownership | 4,557 shares | Includes restricted stock; <1% of outstanding shares |
| Ownership % of Shares Outstanding | <1% | Company-reported threshold |
| Hedging/Pledging Policy | Hedging prohibited; pledging limited and requires Compensation Committee approval; only allowed above ownership requirements | |
| Pledged Shares (Disclosed) | None for Bonner | Company notes pledging only for specific others (e.g., Woolley); not for Bonner |
Governance Assessment
- Board effectiveness: Independent status, multi-committee service, and ≥90% attendance indicate strong engagement and governance discipline.
- Alignment: Annual $200,000 equity grant with one-year vesting and director ownership guidelines (5× cash retainer) support ownership alignment; Bonner holds 4,557 shares including 1,402 restricted.
- Compensation reasonableness: 2024 cash fees of $107,500 reflect base retainer plus committee participation; equity compensation consistent across non-employee directors.
- Conflicts/interlocks: Compensation Committee disclosure reports no interlocking relationships in 2024; Audit Committee oversees related-party transactions; no Bonner-related transactions disclosed.
- Risk indicators: No red flags identified for Bonner—attendance strong; independence in place; no pledging disclosed; company-wide clawback policy applies to officers (not directors) with robust anti-hedging and pledging limits for directors.
RED FLAGS (none observed for Bonner based on proxy disclosures)
- Low attendance (<75%): Not present; attendance ≥90%.
- Related-party transactions: None disclosed for Bonner; Audit Committee reviews and approves any related-party transactions.
- Hedging/pledging: Hedging prohibited; no pledging disclosed for Bonner.
- Compensation anomalies: Director compensation follows standard EXR structure; no special arrangements disclosed.