Noah Springer
About Noah Springer
Noah Springer (age 46) is Executive Vice President and Chief Strategy and Partnership Officer at Extra Space Storage (EXR), a role he has held since December 2020 after joining the company in 2006; he helped create and continues to lead “Management Plus,” EXR’s third‑party management platform, and oversees joint venture platforms and human resources; he holds a B.A. in Finance and an MBA from the University of Utah . Company performance context: EXR’s Compensation Discussion & Analysis highlights multi‑year results used in pay‑for‑performance, including cumulative TSR trajectory and Core FFO per share; for reference, the pay‑versus‑performance table shows TSR of $177.32 in 2024 (value of $100), Net Income $900.2m, and Core FFO/share of $8.12; prior years: 2023 TSR $174.45, Net Income $850.5m, Core FFO/share $8.10; 2022 TSR $153.35, Net Income $921.2m, Core FFO/share $8.44 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Extra Space Storage (EXR) | EVP & Chief Strategy and Partnership Officer | Dec 2020–present | Leads third‑party management (Management Plus), JV platforms, and HR; created and scaled Management Plus |
| Extra Space Storage (EXR) | Various roles (acquisitions, third‑party management, asset management) | 2006–2020 | Built and expanded management and partnership platforms |
| Banking (prior to EXR) | Banking roles | Pre‑2006 | Financial background prior to EXR |
External Roles
No public company board roles or external directorships are disclosed for Mr. Springer in the proxy; his responsibilities are internal to EXR’s strategy, partnerships, and HR .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $410,000 | $460,000 | $480,000 |
| Annual Incentive Threshold ($) | — | — | $120,000 |
| Annual Incentive Target ($) | — | — | $480,000 |
| Annual Incentive Maximum ($) | — | — | $600,000 |
| Annual Incentive Actual Paid ($) | $512,500 | $407,100 | $476,400 |
Notes: 2024 annual incentive paid at 99% overall based on financial and strategic goal outcomes . All amounts as reported in the proxy’s compensation tables .
Performance Compensation
Annual Incentive Plan (2024)
| Component | Weight | Target | Actual/Result | Payout for Component | Vesting/Payment |
|---|---|---|---|---|---|
| Core FFO per share | 50% | $8.09 Core FFO/share | $8.14 Core FFO/share after adjustments | 103.5% of component | Cash bonus paid for 2024 performance |
| Growth (investments, TPM adds, fees) | 20% (within 50% “non‑FFO” bucket) | $900m gross investments; +175 stores; $142m fees/insurance | $2.1bn approved; +367 stores; $182m fees/insurance | Included in 95% assessment of the 50% bucket | Cash bonus |
| LSI merger synergies | 30% (within 50% bucket) | ≥$100m run‑rate synergies | $83.4m synergies plus other savings/revenues | Included in 95% assessment of the 50% bucket | Cash bonus |
| People & succession | 15% (within 50% bucket) | Engagement score 79; succession for all critical roles | Engagement 75; succession plans in place | Included in 95% assessment of the 50% bucket | Cash bonus |
| Balance sheet/ratings | 15% (within 50% bucket) | Maintain S&P BBB+, seek Moody’s Baa1; within covenants; execute 1–3 bonds | Maintained BBB+; Moody’s credit watch positive; covenants met; 3 bond offerings | Included in 95% assessment of the 50% bucket | Cash bonus |
| Committee discretion | 20% (within 50% bucket) | Committee judgment | Considered strong execution | Included in 95% assessment of the 50% bucket | Cash bonus |
| Total Plan Payout | — | — | — | 99% overall | Paid in 2024 cycle |
Long‑Term Incentives (structure and 2024 grants)
- Mix: 75% Performance Stock Units (PSUs) with 3‑year performance period; 25% restricted stock vesting ratably over 4 years . No stock options used in LTI design .
- PSU metrics and payout scale:
- 50% based on relative TSR vs FTSE NAREIT Equity Index; 0–200% payout with 50th percentile = 100% .
- 50% based on 3‑year Core FFO per share targets; 0–200% payout via linear interpolation .
- Dividends on PSUs are paid in cash at vesting for earned shares .
| 2024 LTI Grant (Noah Springer) | Shares/Units | Grant‑date accounting fair value ($) |
|---|---|---|
| Restricted Stock (time‑based) | 4,360 | $625,050 |
| PSUs – TSR component (target units) | Included in 13,080 target PSUs | $1,178,966 (TSR portion valued via Monte Carlo) |
| PSUs – Core FFO component (target units) | Included in 13,080 target PSUs | $937,574 (FFO portion at target) |
| Total Stock Awards (2024) | — | $2,741,590 |
Final results of prior PSU cycle: 2022 grant (three‑year period ending Dec 31, 2024) vested at 64.4% of target based on 32nd percentile TSR vs MSCI US REITs (63.8% factor) and cumulative Core FFO/share of $24.68 vs $25.57 target (65.0% factor) . Mr. Springer earned 3,060 shares and $58,018 in dividend equivalents upon settlement in early 2025 .
Equity Ownership & Alignment
| Ownership metric (as of stated date) | Amount | Notes |
|---|---|---|
| Beneficial ownership (Mar 24, 2025) | 20,158 shares; <1.0% of class | Includes restricted stock; “Percent of Class” <1% |
| Restricted stock outstanding (Mar 24, 2025) | 13,502 shares | Subject to forfeiture/transfer restrictions |
| Unvested restricted stock (Dec 31, 2024) | 8,571 shares; $1,282,222 MV (@$149.60) | Detailed vesting schedule below |
| PSUs outstanding at target (Dec 31, 2024) | 23,162 units (2023: 10,082; 2024: 13,080) | 0–200% payout range; cash dividend equivalents at vest |
| Options (exercisable/unexercisable) | None | Company does not use options in LTI |
| Pledged shares | None disclosed for Springer | Company limits pledging; prohibits hedging |
| Stock ownership guidelines | EVP: 3x base salary; 5 years to comply | Company states all execs met or have time to comply |
Vesting schedules (as of 12/31/2024):
- Restricted stock: 150 shares vested on 2/16/2025; 791 vest ratably on 2/14/2025 and 2/14/2026; 750 vest ratably on 7/1/2025 and 7/1/2026; 2,520 vest ratably on 3/1/2025–2027; 4,360 vest ratably over four years from 3/1/2024 .
- PSUs: 2023 grant (10,082 target) performance period ends 12/31/2025; 2024 grant (13,080 target) performance period ends 12/31/2026; payout 0–200% with TSR and Core FFO/share metrics; cash dividend equivalents paid at vest .
Insider trading policy and pledging/hedging:
- 10b5‑1 cooling‑off 90 days; no overlapping/single‑trade plans; hedging prohibited; pledging only above ownership requirements with Compensation Committee pre‑approval .
Employment Terms
| Item | Terms/Status |
|---|---|
| Employment agreement | None (EXR has no employment agreements with officers) |
| Start with EXR | 2006 |
| Current role start | December 2020 (EVP & Chief Strategy and Partnership Officer) |
| Severance (Change in Control Plan) | If terminated without cause or resigns for good reason within 12 months post‑CIC: lump sum cash = 2x annual base + 2x greater of prior‑year bonus or 3‑year average; continuation benefits (two years’ health), outplacement (6 months); full vesting of time‑based equity and non‑qualified/deferred comp; PSUs vest at greater of target or pro‑rated actual to CIC date |
| Illustrative CIC termination values (as of 12/31/2024) | Cash $1,976,083; RS acceleration $1,282,222; PSU acceleration (target) $3,465,035; Benefits $40,896 |
| Death/Disability (as of 12/31/2024) | RS accelerate $1,282,222; PSU pro‑rated acceleration $1,657,767 |
| Retirement vesting | Continued PSU vesting and immediate RSA vesting if age + service ≥ 70 and other conditions; none of NEOs currently qualify |
| Clawback | Adopted policy to recoup erroneously awarded incentive‑based compensation following a restatement; applies to Section 16 officers |
| Ownership/pledge/hedge policies | Robust ownership guidelines; hedging prohibited; pledging limited to excess holdings with pre‑approval |
| Say‑on‑Pay | 97% approval at 2024 annual meeting |
| Compensation peer group | Includes Public Storage, CubeSmart, AvalonBay, Equity Residential, Realty Income, Digital Realty, Equinix, Welltower, Sun Communities, Invitation Homes, Simon Property Group, Hilton, Crown Castle, SBA, Boston Properties, Essex, Mid‑America Apt, Chipotle |
Note: Proxy’s change‑in‑control benefits table footnote notes benefits continuation values exclude any tax gross‑up “as described in the plan,” while EXR’s philosophy states “no tax gross‑ups”; investors should reconcile this nuance in plan documentation .
Investment Implications
- Alignment and performance sensitivity: Springer’s incentive mix is heavily at‑risk and equity‑based (PSUs 75% of LTI; annual bonus 50% tied to Core FFO/share with explicit target/achievement), directly linking pay outcomes to Core FFO growth and TSR relative to REIT peers; 2024 bonus paid at 99% and 2022 PSUs vested at 64.4%, evidencing downward variability when performance moderates .
- Vesting overhang and potential selling pressure: As of 12/31/2024 he had 8,571 unvested RSAs with scheduled ratable vesting dates (Feb, Mar, Jul each year), and 23,162 PSUs at target across 2023–2024 cycles expiring at 12/31/2025 and 12/31/2026; settlements could create periodic taxable events and potential share sales to cover taxes, though EXR’s 10b5‑1 policy and cooling‑off periods govern trading .
- Skin‑in‑the‑game and risk controls: Beneficial ownership of 20,158 shares (<1%), robust ownership guidelines (3x base for EVPs) and hedging prohibition support alignment; no pledge disclosures for Springer, with pledging constrained by policy .
- Retention/COC economics: No employment contract; double‑trigger CIC cash and equity acceleration provide competitive protection; as of 12/31/2024, a CIC termination scenario implied ~$6.8m in combined cash/equity/benefits for Springer at target PSU values, reinforcing retention but not excessive relative to role and peer norms .
- Governance backdrop: Strong shareholder support for compensation (97% Say‑on‑Pay) and presence of clawback, ownership, anti‑hedging policies reduce governance risk; pay programs benchmarked to a broad REIT/real‑asset peer set .