Mark Barberio

About Mark G. Barberio

Mark G. Barberio (age 62) is Lead Independent Director at Extra Space Storage (EXR), serving since July 2023. He is a finance and capital markets executive, previously Co-CEO and CFO of global manufacturer Mark IV, and currently Principal at Markapital LLC. He holds a B.S. in Business-Accounting from Rochester Institute of Technology and an MBA from SUNY Buffalo .

Past Roles

External Roles

Board Governance

• Independence: The board determined Barberio is independent; nine of ten 2025 nominees are independent. All Audit, Compensation, and Nominating, Governance & Corporate Responsibility members are independent under NYSE/SEC rules .
• Roles and Committees: Lead Independent Director; Audit Committee member; Nominating, Governance & Corporate Responsibility Committee member .
• Audit Committee Financial Expert: Designated by the board (along with Crittenden and Olmstead) .
• Lead Independent Director responsibilities: Presides at meetings without the Chair, calls meetings of independent directors, ensures information quality, retains outside advisors, and conducts director interviews for board effectiveness .
• Attendance: The board held five meetings in 2024; each director attended at least 90% of board and applicable committee meetings. All current directors attended the 2024 annual meeting of stockholders .
• Committee activity levels (2024): Audit (8 meetings), Compensation (5), Nominating/Governance/Corporate Responsibility (4) .

Fixed Compensation

• Director pay structure (from May 23, 2024): Annual cash director retainer $90,000; Lead Independent Director supplement $35,000; Audit Chair $30,000; Compensation Chair $25,000; Nominating Chair $20,000; non-chair committee member $10,000 .
• Annual equity: $200,000 grant in common stock at the annual meeting; vests on first anniversary; dividends paid on unvested stock .

Performance Compensation

EXR does not use options or performance-based equity for director compensation; annual grants are time-based restricted stock, vesting after one year .

Other Directorships & Interlocks

• Current public board: Gibraltar Industries, Inc. .
• Prior public boards: Endo International plc (Non-Exec Chair), Exide Technologies, Paragon Offshore Limited .
• Interlock context: Barberio was Non-Exec Chair of Life Storage, acquired by EXR in 2023; he joined EXR’s board in July 2023. EXR affirms independence and committee independence across the board .

Expertise & Qualifications

• Finance and capital markets leadership; extensive CFO and CEO experience at a global manufacturer .
• Audit committee financial expert designation .
• Governance credentials: NACD member; trustee at RIT .
• Education: B.S. in Business-Accounting (RIT); MBA (SUNY Buffalo) .

Equity Ownership

• Director stock ownership guidelines: Non-employee directors must hold ≥5x the annual cash board retainer within five years; directors either meet the guidelines or have time remaining to comply .
• Pledging/hedging policy: Hedging prohibited; pledging only allowed for shares in excess of ownership requirements and requires Compensation Committee approval .
• Beneficial ownership footnotes disclose pledges for other individuals (e.g., Woolley) but include no pledging footnote for Barberio .

Governance Assessment

• Strengths

  • Lead Independent Director with clearly defined authority over executive sessions, information flow, and advisor retention—supports robust independent oversight .
  • Dual committee service (Audit; Nominating/Governance/CSR) plus “audit committee financial expert” designation—enhances financial reporting and governance oversight .
  • High engagement and attendance (≥90%); board and committees active across risk, audit, and governance processes in 2024 .
  • Standard, shareholder-aligned director pay program (cash retainer + time-based equity; no options) with dividend-only “other comp” .

• Watch items / potential conflicts

  • Prior Non-Exec Chair of Life Storage (acquired by EXR in 2023). While independence is affirmed, investors may monitor his role in post-merger oversight and synergy realization to ensure objective assessments of performance and integration decisions .
  • Overboarding risk appears limited under EXR’s policy (≤3 other boards for non-executives); current disclosed roles are within policy limits .

• Policies reinforcing investor alignment

  • Prohibition on hedging and stringent limitations on pledging; robust stock ownership guidelines; majority voting with resignation policy in uncontested elections; annual board evaluations (including independent consultant reviews) .

• Director compensation and ownership alignment

  • 2024 compensation totals $315,564 with $200,000 equity grant vesting after one year; beneficial ownership of 22,565 shares and 1,402 unvested restricted shares supports “skin-in-the-game” alignment .

Overall: Barberio’s LID role, audit expertise, and committee assignments signal strong board effectiveness. The Life Storage prior chair role is a context point to monitor, but independence and committee structures, attendance, and governance policies mitigate conflict concerns .