Susan Harnett
About Susan Harnett
Independent director of Extra Space Storage Inc. since July 2023; age 68. Former Chief Operating Officer (North America) at QBE Insurance Group (2012–2015); MBA from Northwestern University and BA from Marquette University. Certified Director (NACD) and DCRO Qualified Risk Director, with deep experience in corporate finance, governance, and board service across public and private companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| QBE Insurance Group (North America) | Chief Operating Officer | 2012–2015 | Operational leadership of North American business |
| FinTech Innovation Lab | Mentor to digital startups | Since 2015 | Startup mentoring in fintech; ecosystem engagement |
| How Women Invest | Founding limited partner | Not disclosed | Investor/LP; diversity in investing |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| OFG Bancorp | Director | Not disclosed | Current public company board |
| Sphere 3D | Director | Not disclosed | Current public company board |
| GoalSetter | Director | Not disclosed | Current director (company described in proxy) |
| Life Storage, Inc. | Director (prior) | Not disclosed | Prior board; Life Storage merged with EXR; merger agreement designated Harnett to join EXR board at closing |
| Wellabe Insurance | Director (prior) | Not disclosed | Prior board |
| First Niagara Financial Group | Director (prior) | Not disclosed | Prior board |
Board Governance
- Independence: The board determined nine of ten directors—including Harnett—are independent under NYSE and SEC rules .
- Committee assignments: Compensation Committee member; Nominating, Governance & Corporate Responsibility Committee member (not chair) .
- Attendance: Board held five meetings in 2024; each director attended at least 90% of board and applicable committee meetings .
- Committee activity (2024): Audit Committee met 8 times; Compensation Committee met 5 times; Nominating, Governance & Corporate Responsibility Committee met 4 times .
- Leadership: Separate Chair/CEO; Lead Independent Director role (Mark G. Barberio) with defined responsibilities and executive sessions of independent directors .
- Director meeting attendance at 2024 annual meeting: All then-current board members attended .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual Director Cash Retainer | $90,000 | Paid quarterly; prorated for new/transitioning directors; the three directors added post-Life Storage merger did not receive cash retainer until after May 23, 2024 . |
| Non-Chair Committee Member Fee | $10,000 | Per committee; Harnett serves on two committees (Compensation; Nominating) . |
| Committee Chair Fees | $20,000 (NG&CR), $25,000 (Comp), $30,000 (Audit) | Harnett is not a chair . |
| Lead Independent Director Supplemental | $35,000 | Not applicable to Harnett . |
| Equity Grant (Annual) | $200,000 | Awarded on annual meeting date; number of shares based on closing price; vests one year after grant . |
| Harnett – 2024 Cash Fees | $82,500 | As disclosed (reflects timing and prorating per merger-transition note) . |
| Harnett – 2024 Equity Shares Granted | 1,402 shares | Granted May 23, 2024; grant-date fair value $200,000; vests May 23, 2025 . |
| Dividends on Unvested Stock (2024) | $6,814 | Disclosed as “All other compensation” . |
Performance Compensation
- Directors receive time-based common stock grants vesting after one year. No director PSUs, options, performance metrics, or option-like instruments are disclosed for directors. Harnett’s 2024 grant was restricted stock with one-year vest; no performance conditions .
Other Directorships & Interlocks
- Current public company boards at OFG Bancorp and Sphere 3D; GoalSetter directorship disclosed. No related-party transactions with EXR are disclosed. Prior Life Storage board service aligns with 2023 merger, but board has affirmed independence and found no material relationships affecting independence .
- Board service limits: Non-executive directors may serve on no more than three other boards; policy monitored by NG&CR Committee. Harnett’s disclosed public boards are within policy .
Expertise & Qualifications
- Corporate finance, governance, and risk oversight experience; NACD Certified Director; DCRO Qualified Risk Director; MBA (Northwestern); BA (Marquette). Prior COO role at QBE Insurance (North America) adds operational expertise; fintech mentoring experience .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 4,234 shares | As of March 24, 2025; less than 1% of class . |
| Restricted Stock Held | 1,402 shares | 2024 director grant; vests on May 23, 2025 . |
| Ownership Guidelines | 5× annual cash retainer | Directors must reach within 5 years; company states each director is compliant or within allowed time . |
| Hedging/Pledging Policy | Hedging prohibited; pledging only above guideline holdings with pre-approval | Applies to directors and senior executives. No pledges disclosed for Harnett; Woolley disclosed pledging 400,000 shares (red flag for him, not Harnett) . |
Fixed vs Performance Compensation Structure (Directors)
| Year | Cash Fees (Harnett) | Equity Grant (Fair Value) | Equity Type | Vesting | Meeting/Committee Fees Applicability |
|---|---|---|---|---|---|
| 2024 | $82,500 | $200,000 | Restricted common stock | 1 year from grant | Non-chair committee member fee $10,000 per committee; no meeting fees |
Compensation Committee Analysis
- Composition (2025): Julia Vander Ploeg (Chair), Joseph J. Bonner, Gary L. Crittenden, Susan Harnett .
- Consultant: Meridian Compensation Partners retained; determined independent by Committee per NYSE/Exchange Act Rule 10C-1 factors .
- Interlocks: None; no member has ever been an officer/employee of EXR; no interlocking relationships in 2024 .
Related-Party Transactions Oversight
- Audit Committee reviews, approves, and/or ratifies related-party transactions under SEC/NYSE rules . No related-party transactions disclosed involving Harnett .
Say‑on‑Pay & Shareholder Feedback
- 2024 advisory vote approval: 97% approval for NEO compensation (high support) .
- 2025 annual meeting results: Say‑on‑Pay votes For 172,470,577; Against 10,587,202; Abstain 348,955; Broker non‑vote 10,317,695 .
Risk Indicators & Policy Controls
- Clawback policy adopted per SEC/NYSE rules; applies to incentive-based compensation for Section 16 officers (recoupment on restatement; limited exceptions) .
- Insider Trading Policy strengthened with 90‑day cooling-off periods for 10b5‑1 plans; prohibitions on overlapping and single‑trade plans .
- Governance posture: No poison pill; majority voting in uncontested elections; proxy access; stockholders can amend bylaws and act by written consent .
- Cybersecurity oversight: Board receives quarterly briefings; formal IRP and risk management program; Audit Committee oversees disclosures for cyber incidents .
Governance Assessment
- Alignment: Independent director with strong finance/governance credentials; active engagement via two key committees (Compensation; Nominating). Attendance met thresholds (≥90%) and annual meeting attendance was universal among directors, supporting engagement .
- Incentives: Director pay structure mixes cash retainer and annual time‑based equity; no performance-linked director equity reduces potential misalignment risks from short-term metrics, but still provides skin-in-the-game through stock ownership and stringent ownership guidelines .
- Conflicts: No related-party transactions or pledging by Harnett disclosed; prior Life Storage directorship is noted, but independence affirmed post-merger; continued monitoring for interlocks is advisable as part of NG&CR oversight .
- Shareholder confidence signals: Strong Say‑on‑Pay support (97% in 2024) and robust governance framework (majority voting, proxy access, clawback, hedging prohibitions) underpin board effectiveness .
RED FLAGS: None disclosed specific to Harnett. Note: Chairman Kenneth Woolley disclosed pledging 400,000 shares; not applicable to Harnett but relevant for overall board risk monitoring .