Zach Dickens

About Zach Dickens

Zach Dickens is Executive Vice President and Chief Investment Officer (CIO) of Extra Space Storage, serving as CIO since December 2020 and with the Company since 2002. He previously led various investment roles and was instrumental in EXR’s acquisitions, joint ventures, preferred equity investments, and growth of the bridge lending program; earlier, he oversaw a technical support team at eBay. He holds a Master of International Management (Thunderbird), an MBA (Arizona State University), and a BA in Russian (University of Utah); age 50 per the 2025 proxy . Notably, EXR’s 2021 PSU program, tied 50% to relative TSR vs the MSCI US REIT Index and 50% to cumulative Core FFO/share, paid out at 200% based on 88th percentile TSR and Core FFO of $23.45 vs $18.72 target, underscoring strong multi-year performance alignment .

Past Roles

External Roles

Fixed Compensation

Notes:

• All other compensation in 2023 included dividends on restricted stock, dividend equivalents on 2021 PSUs paid in February 2024, and 401(k) contributions; Dickens’ dividend equivalents for the 2021 PSUs were $50,227 .

Performance Compensation

Annual Incentive (Cash Bonus)

Plan design: 50% tied to Core FFO per share target; 50% tied to corporate/operational/strategic management goals. Financial component pays 50% of target at <95% of Core FFO target and up to 150% at >105% of target (straight-line between thresholds; Committee may adjust for non-controllable items) .

• Annual bonus paid: | Metric | 2023 | 2024 | |---|---:|---:| | Non-Equity Incentive Plan Compensation ($) | 407,100 | 481,363 |

• Financial metric outcomes: | Year | Core FFO Target ($/sh) | Adjustments | Core FFO for Bonus Purposes ($/sh) | Financial Component Payout | |---|---:|---|---:|---| | 2022 | 7.96 | — | 8.44 | 150% of financial portion | | 2023 | 8.47 (adjusted to 8.32 for LSI dilution) | -0.15 adj | 8.10 | 79% of financial portion | | 2024 | 8.09 | Depreciation normalization | 8.14 | 103.5% of financial portion |

Long-Term Equity (RSUs and PSUs)

• 2023 grants (breakdown by fair value): | Award Type | Grant Date Fair Value ($) | |---|---:| | Restricted Stock (time-based) | 525,021 | | PSUs – Core FFO portion | 787,532 | | PSUs – TSR portion (Monte Carlo) | 1,207,283 | | Total Stock Awards (SCT) | 2,519,836 |

• 2024 grants:

  • Restricted stock (time-based) grant date fair value: $581,325
  • PSUs granted with two components (50% Core FFO/share; 50% relative TSR) over a 3-year period ending 12/31/2026; payout range 0–200% of target units; dividend equivalents paid in cash at vest .

• Prior-cycle PSU results (2021–2023 cycle; vest in Feb 2024): | Metric | Weight | Threshold | Target | Max | Result | Payout | |---|---:|---:|---:|---:|---:|---:| | TSR vs MSCI US REITs | 50% | <25th pct | 50th pct | ≥75th pct | 88th pct | 200% | | Cumulative Core FFO/share | 50% | ≤16.49 | 18.72 | ≥20.59 | 23.45 | 200% | | Total | 100% | — | — | — | — | 200% |

• Shares vested to Dickens from 2021 PSUs: target 1,479 → 2,958 vested; dividend equivalents paid in cash: $50,227 .

Equity Ownership & Alignment

Outstanding Equity Awards at FY-end (12/31/2023)

Vesting schedule for time-based restricted stock (Dickens):

• 156 shares vested on Feb 12, 2024
• 370 shares vest ratably over the remaining two years on Feb 16, 2024 and 2025
• 2,312 shares vest ratably over the remaining three years on Feb 14, 2024, 2025, and 2026
• 3,208 shares vest ratably over four years on each anniversary of the Mar 1, 2023 grant date

Other alignment/ownership:

• No stock options outstanding reported for Dickens in the 2023 year-end table (all “—” in option columns) .
• Section 16(a) compliance note: one Form 4 for Dickens, filed Sept 22, 2023, was due July 24, 2023 (late filing acknowledgment in the proxy) .

Employment Terms

Severance and Change-in-Control (as of 12/31/2023)

All amounts for Dickens; equity values based on $160.33 12/29/2023 close. Table indicates cash severance is payable only upon an involuntary termination following a change in control (i.e., double-trigger for cash). Time-based equity does not accelerate upon CIC alone, but accelerates upon involuntary termination following a CIC and upon death; PSUs show acceleration value both upon CIC and upon termination following CIC (assumed at target for valuation), with prorated value under death/disability .

Say-on-Pay (2025 Annual Meeting)

• Advisory vote on NEO compensation: For 172,470,577; Against 10,587,202; Abstain 348,955; Broker non-votes 10,317,695 .

Investment Implications

• Pay-for-performance alignment: Annual bonuses directly tied to Core FFO/share (financial portion) plus strategic goals; 2024 financial component modestly above target (103.5%), 2023 below target (79%), and 2022 at maximum (150%)—supports compensation sensitivity to operating performance . Recent PSUs continue to emphasize both relative TSR and Core FFO/share (50/50), with 0–200% payout range—alignment with shareholders over multi-year horizons .
• Vesting/selling pressure: Material time-based RS tranches vesting through 2026 (multiple February and March vest dates) and potential PSU settlements at cycle ends (e.g., 2025 and 2026) may create episodic supply from tax withholding/portfolio rebalancing, though no options overhang is disclosed for Dickens .
• Retention and CIC: Cash severance tied to an involuntary termination following a CIC and equity acceleration mechanics create meaningful retention value during transaction scenarios while limiting single-trigger cash payouts; PSUs appear to accelerate at target upon CIC based on valuation presentation .
• Governance signals: Say-on-pay support in 2025 was strong by vote counts, suggesting investor acceptance of the pay program design that applies to Dickens and other NEOs . Minor Section 16(a) late filing noted for Dickens in 2023; not financially material but a small compliance blemish .

Appendices

Summary Compensation (multi-year)

Performance Share Units – 2021 Cycle Results (vested Feb 2024)

Biography Snapshot

• CIO since Dec 2020; at EXR since 2002; prior eBay leadership; age 50 (2025 proxy) .
• Education: Thunderbird MIM; Arizona State MBA; University of Utah BA (Russian) .

Sources: Extra Space Storage DEF 14A (2025, 2024, 2023) and 8-K (May 23, 2025) as cited above.