Matt Herrington
About Matt Herrington
Matt Herrington (age 44) is Executive Vice President and Chief Operations Officer of Extra Space Storage, serving as COO since June 2020 and with the company since 2007. He oversees operations, facilities management, and construction; previously, as SVP of Operations (2015–2020), he ran Western U.S. operations encompassing ~900 locations. He holds an M.S. in Management (Baker University) and a B.S. in Business Administration (University of Nebraska–Kearney) . Company performance during his COO tenure includes strong TSR recovery post-2022 and sustained Core FFO per share; see table below (company-level metrics).
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Stockholder Return (Value of $100) | 113.57 | 228.23 | 153.35 | 174.45 | 177.32 |
| Core FFO per Share | $5.28 | $6.91 | $8.44 | $8.10 | $8.12 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Extra Space Storage | SVP, Operations | 2015–2020 | Led Western U.S. ops, ~900 locations; senior management team role |
| Extra Space Storage | Divisional VP of Operations; Senior District Manager | Since 2007 (specific dates not stated) | Operational leadership roles prior to SVP; progression from field ops to divisional leadership |
Fixed Compensation
| Component | 2020 | 2021 |
|---|---|---|
| Base Salary | $299,700 | $325,000 |
| Annual Incentive Target (Dollar) | $197,979 (plan target) | $292,500 (plan target) |
| Annual Incentive Paid (Non-equity incentive plan) | $227,255 | $365,625 |
| All Other Compensation | $170,878 | $28,388 |
| Total (Summary Compensation Table) | $895,917 | $1,046,205 |
Notes:
- Annual bonus targets are disclosed as dollar targets in grants tables; payout shown reflects actual non-equity incentive compensation .
Performance Compensation
Long-term Incentive Design (program features)
- Structure: Mix of Restricted Stock Awards (RSAs) vesting ratably over 4 years (25% per year) and Performance Stock Units (PSUs) with three-year performance periods .
- PSU metrics and weighting: 50% relative TSR vs. all REITs in MSCI US REIT Index; 50% cumulative/annual Core FFO per share; payout range 0–200% of target; linear interpolation; dividend-equivalent cash paid at vesting .
- Accelerated vesting provisions summarized in Employment Terms below .
Herrington’s Granted Equity (detail)
| Grant Year | Grant Date | Instrument | Units/Target | Grant Date Fair Value | Vesting |
|---|---|---|---|---|---|
| 2020 | 2/12/2020 | Restricted Stock | 2,074 | $198,084 | 25% per year over 4 years |
| 2020 | — | PSUs | — | — | No 2020 PSU award due to June 1, 2020 promotion |
| 2021 | 2/16/2021 | Restricted Stock | 832 | $97,502 | 25% per year over 4 years |
| 2021 | 2/16/2021 | PSUs (Target) | 1,664 | $229,690 | 3-year performance period ending 12/31/2023; payout 0–200% |
PSU Results (company-level outcomes)
| PSU Cohort | Metric | Weight | Threshold | Target | Max | Actual Result | Achievement | Payout Mechanic |
|---|---|---|---|---|---|---|---|---|
| 2021 PSUs (2021–2023) | Relative TSR (vs MSCI US REIT) | 50% | <25th pct | 50th pct | ≥75th pct | 88th pct | 200% | Linear interpolation; paid at 200% of target overall |
| 2021 PSUs (2021–2023) | Cumulative Core FFO/Share | 50% | ≤$16.49 | $18.72 | ≥$20.59 | $23.45 | 200% | Linear interpolation; paid at 200% of target overall |
| 2022 PSUs (2022–2024) | Relative TSR (vs MSCI US REIT) | 50% | <25th pct | 50th pct | ≥75th pct | 32nd pct | 63.8% | Linear interpolation |
| 2022 PSUs (2022–2024) | Cumulative Core FFO/Share | 50% | ≤$23.01 | $25.57 | ≥$28.13 | $24.68 | 65.0% | Linear interpolation; total PSU payout 64.4% |
Notes:
- PSUs include dividend-equivalent cash upon vesting for earned shares .
Equity Ownership & Alignment
| Snapshot Date | RSA/Restricted Stock Count | Total Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|---|
| March 29, 2021 | 4,965 | 6,119 | <1% | Beneficial ownership includes unvested RSAs |
| March 28, 2022 | 4,586 | 5,435 | <1% | Beneficial ownership includes RSAs |
- Stock ownership guidelines: EVP requirement = 3x base salary; 5 years to attain; as of Dec 31, 2024, each executive either met guidelines or had time remaining to comply .
- Pledging/hedging: Company prohibits all hedging; pledging allowed only for shares held in excess of ownership guidelines and with Compensation Committee pre-approval .
- Section 16 filings: Company disclosed a late Form 4 filing for Matthew T. Herrington on Feb 23, 2023 (due Feb 20, 2023) among other reporting persons; otherwise Section 16 compliance for FY 2023 was stated as met to the company’s knowledge .
Employment Terms
- No employment agreements for executive officers; compensation via policy and plan oversight by independent Compensation Committee .
- Change-in-control (CIC) plan (double trigger for severance within 12 months post-CIC):
- Cash: 2x annual base salary plus 2x the greater of prior year’s bonus or three-year average bonus (lump sum);
- Benefits: accrued salary/benefits; lump sum equal to cost of two years’ health benefits; six months outplacement;
- Equity: full vesting of RSAs and non-qualified pension/deferred comp; PSUs vest at greater of target or prorated based on performance to date (Core FFO prorated) .
- Death/disability: Pro rata vesting of PSUs based on portion of performance period elapsed .
- Retirement treatment: Continued PSU vesting and immediate RSA vesting if age ≥55 and age+service ≥70 (with additional agreements/notice); none of the NEOs qualified at time of disclosure .
- Illustrative 12/31/2020 CIC-related payout estimates (Herrington): Cash $1,104,510; accelerated time-based equity $478,849; benefits $71,375 (no PSUs due to 2020 promotion) .
- Clawback: SEC/NYSE-compliant policy to recover erroneously awarded incentive compensation upon restatement; updates effected and disclosed in 2024–2025 proxies .
Compensation Structure Analysis
- High at-risk mix: Significant portion of total comp via equity; PSU weighting substantial with 3-year performance horizon and 0–200% payout slope .
- Shift and risk profile: No stock options reported for Herrington in 2020–2021; RSAs and PSUs dominate, lowering leverage vs options but maintaining performance linkage via PSUs .
- Governance guardrails: Caps on incentives; no employment contracts; clawback; no tax gross-ups; robust ownership guidelines; hedging prohibited; constrained pledging .
Compensation Peer Group and Say-on-Pay
- Peer benchmarking: Compensation Committee used comparator group (18 companies) based on TEV and FFO; Meridian as independent consultant .
- Say-on-pay: 97% approval at 2024 annual meeting; Committee maintained general approach following shareholder feedback .
Expertise & Qualifications
- Operations executive with >15 years at EXR; deep experience scaling field operations and revenue management oversight from prior roles; now leads ops, facilities, construction .
- Education: M.S. Management (Baker University); B.S. Business Administration (University of Nebraska–Kearney) .
Investment Implications
- Alignment: Herrington’s incentives are strongly tied to multi-year Core FFO and relative TSR with clear payout mechanics and robust clawback provisions—supportive of pay-for-performance alignment .
- Vesting and selling pressure: Four-year RSA vesting and PSU cliff vesting can create episodic liquidity events; absence of options reduces option-driven sale pressure; hedging prohibited and pledging tightly controlled .
- Retention and CIC economics: Double-trigger CIC with 2x cash multiple and equity acceleration is competitive for REITs and incentivizes continuity through change; retirement provisions add medium-term retention hooks (rule of 70) .
- Performance track record: PSU cohorts spanning his tenure show both upside (200% for 2021 PSU cohort) and down-cycle sensitivity (64.4% for 2022 cohort), indicating balanced incentives through cycles tied to Core FFO and market-relative TSR .