Kenneth Woolley
About Kenneth M. Woolley
Kenneth M. Woolley, age 78, is the founder of Extra Space Storage and has served as non‑executive Chairman since May 2018 (Executive Chairman July 2012–May 2018; CEO through March 2009; CIO July 2012–July 2013). He has been on the board since August 2004 and is classified by EXR as an independent director. Woolley holds a B.A. in physics (BYU) and an MBA and Ph.D. in business administration (Stanford Graduate School of Business). His career spans four decades in self‑storage real estate development and acquisitions, plus academic and consulting roles.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Extra Space Storage | Chairman (non‑executive) | May 2018–present | Board leadership separate from CEO; oversight role |
| Extra Space Storage | Executive Chairman | July 2012–May 2018 | Led board; strategic oversight |
| Extra Space Storage | Chief Investment Officer | Jul 2012–Jul 2013 | Investment strategy oversight |
| Extra Space Storage | CEO | Formation–Mar 2009 | Founder‑led growth; step‑down for church mission while remaining director |
| Brigham Young University | Associate/Adjunct Associate Professor (Business Administration) | 1979–1998 | Taught corporate strategy & real estate |
| Boston Consulting Group | Management Consultant | Early career (dates not disclosed) | Strategy consulting experience |
| Nevada West Partners | Real estate developer | Dates not disclosed; 17,000 apartments developed | Large‑scale multifamily development |
| Gaia Real Estate (NY) | Partner | Current per bio | Ownership in ~3,000 apartment units |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Nevada West Partners | Founder/Developer | Ongoing (dates not disclosed) | Developed 17,000 apartment units |
| Gaia Real Estate | Partner | Ongoing | Owns ~3,000 apartment units |
| Brigham Young University | Academic | 1979–1998 | Corporate strategy & real estate instruction |
| Boston Consulting Group | Consultant | Early career | Strategy background |
No other current public company directorships are disclosed for Woolley.
Board Governance
- Structure and roles:
- Non‑executive Chairman; CEO is separate (Joseph D. Margolis), with a Lead Independent Director (Mark G. Barberio). Independent director‑led Audit, Compensation, and Nominating/Governance committees.
- Woolley is not listed on any board committee (Audit, Compensation, Nominating/Governance).
- Independence and composition:
- Board determined 9 of 10 directors are independent; EXR classifies Woolley as independent per NYSE standards.
- Attendance and engagement:
- Board held 5 meetings in 2024; each director attended ≥90% of board and committee meetings during their service in 2024.
- Voting support (2025 Annual Meeting):
- Woolley received 174,279,181 “For” and 9,035,952 “Against” votes; among nominees, his opposition level was comparatively elevated, signaling some investor concern.
Fixed Compensation
| Component | Amount | Effective Date/Terms |
|---|---|---|
| Chairman cash retainer | $340,000 | Annual; paid quarterly; in effect beginning May 23, 2024 |
| Committee chair/member fees | $0 | Woolley not serving on committees; Audit Chair $30k, Comp Chair $25k, Nominating Chair $20k; non‑chair committee member $10k (for reference) |
| Director cash retainer (base) | Not applicable to Chairman | Standard director retainer is $90,000 for non‑chair directors |
| Meeting fees | None disclosed | No per‑meeting fees disclosed |
Total 2024 director compensation for Woolley: $548,584, comprised of $340,000 cash, $200,000 equity grant, and $8,584 dividends on unvested stock.
Performance Compensation
| Equity Award Type | Grant Date | Shares/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted stock (annual director grant) | May 23, 2024 | 1,402 shares; $200,000 grant date fair value | Vests on first anniversary of grant (time‑based) | None; director equity is time‑vested only (no TSR/FFO metrics) |
| Dividends on unvested stock | 2024 | $8,584 | Paid on unvested restricted shares per policy | Not performance‑contingent |
No options, PSUs, or performance‑conditioned equity for directors are disclosed; director compensation includes fixed cash retainer and time‑based equity.
Other Directorships & Interlocks
| Area | Disclosure |
|---|---|
| Current public company boards | None disclosed for Woolley |
| Committee roles at other public companies | Not disclosed |
| Interlocks (shared directorships with EXR competitors/suppliers/customers) | Not disclosed; Audit Committee monitors related‑party transactions |
Expertise & Qualifications
- REIT/storage industry and real estate expert; financial literacy; M&A and capital markets; operational strategy; corporate governance & compensation; risk management—per EXR’s director skills matrix.
- Academic and consulting background strengthens strategic oversight credentials.
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership | 404,306 shares; <1.0% of class | As of March 24, 2025 |
| Restricted stock (unvested) | 1,402 shares | Director annual grant from May 23, 2024 |
| Shares pledged (RED FLAG) | 400,000 shares pledged as collateral on two loans; ~$42 million outstanding on loans as of March 24, 2025 | EXR policy permits pledging only above ownership requirements and with Compensation Committee approval; hedging prohibited |
| Director stock ownership guideline | 5× annual cash retainer; compliance status: each non‑employee director met guidelines or has time to comply as of Dec 31, 2024 | Chairman retainer referenced in guideline calculation |
Governance Assessment
- Independence and board structure: Formal independence designation, separation of Chair and CEO, and robust committee independence are positives for oversight.
- Attendance and engagement: ≥90% attendance and quarterly cybersecurity/ERM briefings demonstrate active oversight.
- Compensation alignment: Director pay is standard for large REITs with cash retainer and time‑vested equity; no performance pay that could bias oversight.
- RED FLAGS and monitoring:
- Significant pledging of 400,000 shares against ~$42 million in loans raises alignment and forced‑sale risk in stress scenarios; EXR policy limits pledging, but the magnitude warrants investor monitoring.
- Long tenure (20 years) and founder status can invite concerns about board refreshment and independence in practice, despite formal independence.
- Relative vote opposition: 9,035,952 “Against” votes in 2025 (higher than many peers on the slate) may signal investor scrutiny of governance/pledging; continued engagement advisable.
- Related‑party transactions: None disclosed specific to Woolley; Audit Committee reviews/approves RPTs under charter.
Additional Signals and Shareholder Feedback
| Item | 2024/2025 Outcome |
|---|---|
| Say‑on‑Pay (NEO compensation) | 97% approval at 2024 Annual Meeting, indicating broad investor support for executive pay program. |
| 2025 Director Election (Woolley) | 174,279,181 For; 9,035,952 Against; 91,601 Abstain; broker non‑vote 10,317,695. |
Overall, Woolley brings deep industry and strategic expertise with formal independence and strong board processes, but his substantial share pledging and very long tenure are notable governance risk indicators that investors should monitor for potential misalignment or forced‑sale pressure.