Spencer Kirk
About Spencer F. Kirk
Spencer F. Kirk (age 63) is an independent director at Extra Space Storage (EXR) with 20 years of board service since the 2004 IPO; he previously served as CEO (2009–2016), Chairman (2009–2012), President (2007–2009), and EVP (1998–2004) . He is the company’s largest private individual stockholder and holds a B.A. in finance and an M.B.A. from the University of Utah .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Extra Space Storage Inc. | Chief Executive Officer | Apr 1, 2009 – Dec 31, 2016 | Led during industry growth and consolidation; long-tenured operator |
| Extra Space Storage Inc. | Chairman of the Board | Apr 1, 2009 – Jul 1, 2012 | Transitioned board leadership structure |
| Extra Space Storage Inc. | President | Sep 2007 – Apr 2009 | Operational leadership pre-CEO |
| Extra Space Storage Inc. (predecessor) | Executive Vice President | 1998 – 2004 | Pre-IPO executive contributions |
| Megahertz Corporation | Co-founder, Chairman & CEO | 1985 – 1995 (IPO in 1993; sold in 1995) | Grew to leading laptop modem maker; sold to U.S. Robotics/3Com |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kirk Humanitarian (family foundation) | Managing Director (full-time) | 2002 – Present | Founded with spouse; 6.6B+ prenatal vitamin doses donated globally |
| Public company directorships | None disclosed | — | No other current public boards disclosed in EXR proxy |
Board Governance
- Independence: Independent director; nine of ten nominees are independent under NYSE standards .
- Committee assignments: None listed for Kirk in 2024 (Audit, Compensation, Nominating committees are independent and chaired by others) .
- Attendance: Board held 5 meetings in 2024; each director attended at least 90% of board/committee meetings during their service .
- Governance practices: No hedging; stringent pledging limits requiring Compensation Committee approval; majority voting; proxy access; regular board/committee self-evaluations .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Director cash fees (2024) | $87,500 | Fees earned/paid in cash |
| Annual equity grant (restricted stock) | $200,000 | Granted May 23, 2024; 1,402 shares; vests on first anniversary |
| Dividends on unvested stock | $8,584 | Paid on restricted shares |
| Standard annual retainers | $90,000 director; $340,000 chairman; $35,000 LID; $30,000 Audit Chair; $25,000 Comp Chair; $20,000 Nominating Chair; $10,000 non-chair committee member | Policy effective May 23, 2024 |
Performance Compensation
| Feature | Structure | Metrics |
|---|---|---|
| Director equity structure | Time-based restricted stock | Vests after 1 year; no performance metrics disclosed for directors |
| Clawback policy | Applies to incentive-based comp for Section 16 officers (executives) | Restatement-triggered recovery; not specific to director equity |
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| None disclosed | — | — | No other current public company boards for Kirk disclosed by EXR |
- Compensation Committee interlocks: Company disclosed none for 2024 (general governance disclosure) .
Expertise & Qualifications
- REIT/self-storage operator with extensive executive experience; selected for knowledge of company and industry .
- Financial literacy and risk management experience (board skills matrix shows all directors financially literate; Kirk marked independent) .
- Technology and operating background from Megahertz leadership; public company management and M&A exposure .
- Long-tenured governance contribution (20 years on board) .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Beneficial ownership (incl. restricted) | 942,822 | Less than 1% of class |
| Restricted stock (director grant outstanding as of 12/31/24) | 1,402 | Annual grant; one-year vest |
| Krispen Family Holdings, L.C. | 637,591 | Shared voting/investment power; Kirk disclaims pecuniary interest in 50.5% |
| The Kirk 101 Trust | 161,215 | Kirk disclaims pecuniary interest |
| Spenco Irrevocable Trust | 17,500 | May be deemed to have/share beneficial ownership |
| Pledging | None noted for Kirk | Company “not aware of any pledge…that could result in a change in control”; Woolley disclosed pledges; no pledge footnote for Kirk |
| Director ownership guideline | 5x annual cash retainer; 5-year compliance window | Company states directors have met or have time to comply |
Governance Assessment
- Alignment: Very strong equity alignment as largest private individual stockholder; <1% ownership but significant absolute share count; adheres to director ownership guidelines .
- Independence & attendance: Independent with ≥90% attendance; supports investor confidence in oversight quality .
- Committee engagement: No committee assignments in 2024; reduces direct involvement in audit/comp/nomination oversight—mitigated by overall independent committee structure and majority-independent board .
- Conflicts/related party exposure: Holdings through family entities are fully disclosed with disclaimers; no related-party transactions or pledging by Kirk reported; hedging prohibited; pledging limited and requires approval .
- Change-in-control carve-outs: Incentive plan “Change in Control” definition excludes Woolley and Kirk groups from triggering change-of-control—signals recognition of their longstanding influence; not, by itself, a conflict, but investors should monitor governance balance given concentrated legacy ownership .
RED FLAGS to monitor:
- Concentrated legacy ownership and carve-out in CIC definition may amplify influence—track board refreshment trends and independence in key committees .
- Absence of committee roles for Kirk limits direct oversight touchpoints—ensure sustained ≥90% attendance and robust executive-session participation .