DEF 14A

Title and experience

Joseph V. Saffire

Chief Executive Officer since March 1, 2019. Member of the Board of Directors since March 14, 2019. Chief Investment Officer of the Company from November 1, 2017 to February 28, 2019.

Andrew J. Gregoire

Chief Financial Officer since March 1, 2012 and Secretary since April 2, 2012. Vice President of Finance of the Company from 1998 to February 29, 2012.

David P. Dodman

Chief Operating Officer since January 1, 2022. Senior Vice President, Strategic Planning and Investor Relations of the Company from June 2018 to December 31, 2021.

DEF 14A 1 d197569ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to Section 240.14a-12.

LIFE STORAGE, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement,

if other than Registrant)

Payment of Filing Fee (Check the appropriate box):


☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

6467 Main Street

Williamsville, New York 14221

Fellow Shareholders,

We achieved numerous milestones in 2021 as we continued to successfully accelerate our growth during a record year for acquisitions. Notably, we crossed the 1,000-store threshold finishing the year at 1,076 self-storage locations across 35 states. Important to our continued success, we also achieved a record $2.3 billion in wholly owned and joint venture acquisitions. We believe self-storage industry dynamics have never been better, and we are leveraging our expertise to take advantage of the favorable market conditions.

The credit for our results goes to the more than 2,000 team members who deliver exceptional results every day. I am very proud of what we accomplished together despite the pandemic related challenges we all faced. As a team, we are focused on the future and continue to move forward with our investment in people, process, and technology to anchor our path to long-term sustainable growth.

Delivering strong results

Our key to success has been a strategic focus on building accretive scale in both primary and secondary markets through a high quality, diversified portfolio approach and innovative use of technology. Highlights in 2021 include:

•

$15.9 billion enterprise value at December 31, 2021

•

Dividend increase of 21% year-over-year to $0.86 in 4Q 2021

•

Same store revenue and net operating income year-over-year growth of 14.1% and 19.4%, respectively

•

98.5% total shareholder return for the year; up 232% over the past 5-years

Sustainability growth core to our success

Another milestone for Life Storage last year was the issuance of our first sustainability report (https://www.lifestorage.com/company/sustainability). Though it may have been our first formal report, our focus on improving our environmental footprint and engaging and advancing our workforce have always been at the heart of our organization. As such, we were honored in early 2022 to be named one of America’s Best Midsize Employers by Forbes magazine and recognized by Morningstar as a Sustainalytics ESG Regional Top-Rated Company. In addition, we joined over 2,000 other organizations in signing the CEO Action Pledge for Diversity & Inclusion in the Workplace to demonstrate the entire organization’s commitment to achieving measurable action and meaningful change in advancing diversity, equity, and inclusion in the workplace.

LOGO

Source:

Factset as of March 31, 2022

Our focus on managing effectively for the present and strategically investing for our future has translated into tangible results for our shareholders—as illustrated in the above total shareholder return chart. As we look ahead, our first-class team will continue to pursue and integrate a growing acquisition and third-party management pipeline. We believe we are well positioned to continue executing on our strategic initiatives to further grow shareholder value in 2022 and beyond.

On behalf of the entire Board, I thank you for your investment in our Company. We respectfully ask for your voting support on the items contained in this proxy.

Sincerely,

Mark G. Barberio

Non-Executive Chair of the Board

April 14, 2022

LOGO

6467 Main Street

Williamsville, New York 14221

Dear Shareholders:

The Notice and Proxy Statement that follow contain details about our 2022 Annual Meeting of Shareholders (the “Annual Meeting”). Your proxy is being solicited by the Board of Directors of the Company. You will note that the Board of Directors of the Company recommends a vote “FOR” the election of eight directors to serve until the 2023 Annual Meeting of Shareholders, “FOR” the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for fiscal year 2022, and “FOR” the proposal to approve the compensation of the Company’s executive officers.

This year’s Annual Meeting will be a virtual meeting held exclusively online via live webcast and will not be held at a physical location. You will be able to attend the Annual Meeting, vote your shares electronically, and submit questions in writing during the meeting by visiting www.virtualshareholdermeeting.com/LSI2022 and entering your unique voter identification number. Additional information regarding attending the Annual Meeting and voting your shares can be found in the Proxy Statement. The vote of every Shareholder is important, and we believe that hosting a virtual meeting will enable more of our Shareholders to attend and participate in the meeting since our Shareholders can participate from any location around the world with Internet access.

This Proxy Statement and form of proxy are first being made available to Shareholders on April 14, 2022.

LOGO

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


When:		Thursday, May 26, 2022 • 9:00 a.m. (E.D.T.)

NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Shareholders of Life Storage, Inc. (the “Company” or “Life Storage”), which will be a virtual meeting accessible at www.virtualshareholdermeeting.com/LSI2022, will be held on Thursday, May 26, 2022, at 9:00 a.m. (E.D.T.), to consider and take action on the following:

Items of Business:



Meeting Agenda		Board Recommendation
1. The election of the eight directors of the Company named in this Proxy Statement to hold office until the next Annual Meeting of Shareholders and until their successors are elected and qualified.		FOR each nominee

2. The ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2022.		FOR

3. A proposal to approve (on a non-binding basis) the compensation of the Company’s executive officers.		FOR

4. The transaction of such other business as may properly come before the meeting or any adjournments thereof.

Record Date:

FURTHER NOTICE IS HEREBY GIVEN that the stock transfer books of the Company will not be closed, but only Shareholders of record at the close of business on March 29, 2022 will be entitled to notice of the meeting and to vote at the meeting.

Voting:

Even if you plan to attend the Annual Meeting virtually, we ask you to please complete, sign and return the enclosed proxy card or vote your shares by telephone or over the Internet. If you will need special assistance at the meeting, please contact Life Storage Investor Relations at (716) 633-1850. Please note that the Annual Meeting will only be held virtually, and there will be no physical meeting.

The Company is furnishing its proxy statement, proxy and Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Annual Report”) to you electronically via the Internet, instead of mailing printed copies of such materials to each Shareholder. The Company has sent to its Shareholders a Notice of Internet Availability of Proxy Materials that provides instructions on how to access its proxy materials on the Internet, how you can request and receive a paper copy of the proxy statement, 2021 Annual Report and proxy for the Annual Meeting, and how to vote online at www.proxyvote.com. Shareholders can also call 1-800-579-1639 to request proxy materials or 1-800-690-6903 to vote by telephone.

By Order of the Board of Directors,

Andrew J. Gregoire

Secretary

Williamsville, New York

April 14, 2022

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 26, 2022

The Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2021 are available at www.proxyvote.com.

LOGO

6467 Main Street

Williamsville, New York 14221

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement and does not contain all the information that you should consider. You should read the entire Proxy Statement carefully before voting. We intend to mail proxy materials to our shareholders on or about April 14, 2022.

This Proxy Statement and the form of proxy are furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board of Directors” or the “Board”) of Life Storage, Inc. (the “Company”) for the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually over the Internet on Thursday, May 26, 2022 at 9:00 a.m. (E.D.T.), and at any adjournment thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. No physical meeting will be held. You will be able to attend the Annual Meeting, vote your shares electronically, and submit your questions during the live webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/LSI2022 and entering your unique voter identification number. This Proxy Statement and form of proxy are first being made available to Shareholders on April 14, 2022.

Voting Matters



Meeting Agenda		Board Recommendation
1. Election of Directors		FOR each nominee

2. Ratify the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm		FOR

3. Advisory Vote to Approve Compensation of the Company’s Executive Officers		FOR

Life Storage, Inc. 2022 Proxy Statement

- 1 -

COMPANY BRIEF

LOGO

Life Storage Locations as of December 31, 2021

LOGO

As of 12/31/21

Life Storage, Inc. 2022 Proxy Statement

- 2 -

OUR DIRECTORS

PROPOSAL 1. ELECTION OF DIRECTORS

WHAT DID WE DO?

2021 was a year of record setting performance that saw our total shareholder return for the year reach 98.5% while we grew our adjusted funds from operations per share by 27.7%. We, the members of the Board, came together with our senior leadership team to continue our investment in people, process and technology as we continue to move forward and chart our path for long-term sustainable growth that we anchor in our core values of teamwork, respect, accountability, integrity and innovation. At Life Storage, starting with our Board, we believe that doing right by our stakeholders can and should mean doing good for our world. Our guiding principles that begin with our Board not only support our conduct in business and operations, but also ensure we consistently deliver long-term value to all of our stakeholders, including our employees, customers, communities and shareholders.

A few highlights of our leadership focus include:

•

We continued to focus on and address pandemic related challenges, remaining focused on the health and safety of our people, liquidity, and financial performance, on our ability to serve customers’ changing needs, and on the security of our leading technology platforms.

•

We continued our comprehensive enterprise risk management identification and mitigation efforts.

•

We identified and set comprehensive strategic goals for senior leadership to continue to enhance our review and governance on executive compensation while ensuring our goals align the Company’s progress to long-term sustainable growth.

•

We ensured robust focus on cybersecurity strategy and measures were in-place to protect against unwanted network intrusions.

•

We reinforced emphasis on Environmental, Social and Governance objectives, including fostering diversity of people and ideas, both among our Board and within the Company as we continue to execute on our diversity, equality, and inclusion initiatives.

•

We continue to focus on our own governance, including succession planning for our Board with a commitment to ensure our Board has diverse representation and perspective when considering candidates. We ensure we maintain an appropriate and comprehensive mix of skills and diversity on our Board. In 2021, we welcomed Susan Harnett to our Board, replacing Charles Lannon, one of the visionary founders of our Company.

•

We continued to expand and evolve our human capital management practices, including those designed to create and maintain a diverse and inclusive work environment. Our diversity, equality and inclusion program helps us cast a wide net to attract diverse and creative talent and create an environment where their differences become our strengths.

Life Storage, Inc. 2022 Proxy Statement

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•

We remain focused on sustainable, efficient power generation through solar arrays and utilizing energy efficient standards throughout our self-storage facilities. This is an example of aligning ourselves with investors who both want to create value and make the world a better place.

•

We continue to oversee progress on compensation plans that have consistently drawn more than 94% shareholder support.

With this background we encourage you to review our individual bios to get a fuller picture of what each of us brings to the boardroom to serve you, Life Storage’s shareholders.

WHO WE ARE

Nominees for Election to the Board of Directors

Effective as of the date of the Company’s 2021 annual meeting, the size of the Board was reduced from nine to eight. As such, the number of directors to be elected at the Annual Meeting will be eight.

As reflected in the skills and demographics matrix and accompanying charts below, the nominees for election to the Board of Directors listed below bring a diverse array of attributes, skills and experiences to Life Storage that we believe are important and that led to the conclusion that such nominee should serve as a member of the Board of Directors. Among our eight nominees for election to the Board, two are female, and two self-identify as individuals from an underrepresented community (meaning, an individual who self-identifies as Black, African American, Hispanic, Latino, Native American, Alaska Native and Indigenous, Asian American, Native Hawaiian and Pacific Islander, Middle Eastern, North African or who self-identifies as lesbian, gay, bisexual, transgender, queer, gender non-conforming, or non-binary (LGBTQ+)).¹ All nominees are presently members of the Board of Directors.

Life Storage, Inc. 2022 Proxy Statement

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Knowledge, Skills
and Experience

Mark G.
Barberio

Joseph V.
Saffire

Stephen R.
Rusmisel

Arthur L.
Havener, Jr.

Dana
Hamilton

Edward J.
Pettinella

David L.
Rogers

Susan
Harnett

Operational Strategy

Development and

Risk Management

Real Estate

Self-Storage

Financial Literacy

Finance and Capital

Markets

Corporate

Governance

and Compensation

Public Company

Executive

Public Company

Board*

Demographics

Underrepresented Communities

Black/African American

Asian/Pacific-Islander

White/Caucasian

Hispanic/Latino

Native American/ Alaska Native

Middle Eastern/ North African

Gender

Male

Female

LGTBQ+

Board Tenure

Years

Other than the Company.

Life Storage’s definition of “underrepresented communities” follows guidance from a number of governmental and investor organizations on this topic – defining race/ethnic diversity at the BOD level – including the Office of Management and Budget (OMB), SEC, Nasdaq, and investor advisory firms Glass Lewis and Institutional Shareholder Services.

Life Storage, Inc. 2022 Proxy Statement

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DIRECTOR TENURE

DIRECTOR AGE

LOGO



INDEPENDENT DIRECTORS		DIVERSITY*

Diversity includes females and self-identification as a member of an underrepresented community as defined above.

The Board of Directors is soliciting proxies herein and it is intended that such proxies will, unless otherwise directed, be voted to elect the nominees for director named below. Our bylaws provide that in an uncontested election, the affirmative vote of a majority of the total of votes cast for or withheld as to a nominee at a meeting at which a quorum is present is necessary for the election of a director. For purposes of the election of directors, abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.

The nominees herein will, if elected, hold office until the next succeeding Annual Meeting of Shareholders and until their successors are duly elected and qualified. In the event any nominee becomes unavailable to stand for election, it is intended that the persons named in the proxy may vote for a substitute recommended by the Nominating, Governance and Corporate Responsibility Committee of the Board of Directors subject to Board approval. Alternatively, the Board may reduce the size of the Board or may determine to leave the vacancy unfilled. The Board of Directors has no reason to believe that any of the nominees will be unable to serve as directors.

Life Storage, Inc. 2022 Proxy Statement

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Mark G. Barberio

Age: 59

Chairman of the Board

Independent: Yes

Director Since: 2015

Experience:

•

Principal, Markapital, LLC, a business and M&A consulting firm (2013 – present)

•

Co-Chief Executive Officer, Mark IV, LLC (now Dayco, LLC), a global diversified manufacturing company (2009 – 2013); Chief Financial Officer (2004 – 2013); joined 1985

Other Boards:

•

Gibraltar Industries, Inc., a publicly listed leading manufacturer and distributor of building products (present)

•

Endo International plc, a publicly listed pharmaceutical company; non-executive Chair (present)

•

Rochester Institute of Technology Board of Trustees (present)

•

Exide Technologies, a privately held global battery manufacturer and distributor (2015 – 2020)

•

Paragon Offshore Limited, an oil and gas drilling company (2017 – 2018)

Qualification Experience:

•

Strategic development

•

Finance and capital markets

•

Management and operations

•

Real estate

•

Investor relations

Joseph V. Saffire

Age: 52

CEO and Director

Independent: No

Director Since: 2019

Experience:

•

Chief Executive Officer, the Company (March 1, 2019 – present); Chief Investment Officer of the Company (November 2017 – February 2019)

•

Executive Vice President and Head of Commercial Banking, First Niagara Bank (2014 – 2016)

•

Executive Vice President and Head of Global Banking for Europe, the Middle East and Africa, Wells Fargo Bank (2012 – 2014)

•

Chief Operating Officer and Head of International Corporate and Commercial Banking in Germany, HSBC Bank plc (2010 to 2012); Executive Vice President and Regional President – Corporate and Commercial Banking in the United States (2007 – 2010); joined 1992

Qualification Experience:

•

Strategic development

•

Finance and capital markets

•

Management and operations

•

Real estate

•

Investor relations

Life Storage, Inc. 2022 Proxy Statement

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Stephen R. Rusmisel

Age: 76

Director

Independent: Yes

Director Since: 2012

Experience

•

Founder and principal, V1 Funding LP, a consulting and private investment firm (2019 – present)

•

Partner, Pillsbury, Winthrop, Shaw, Pittman LLC (and its predecessor firm, Winthrop, Stimson, Putnam & Roberts) (1980 – 2016)

•

During his more than 45 years as an attorney, counseled clients in general corporate, securities, and business matters, with an emphasis on M&A, provided advice to audit committees of public companies, and made numerous presentations to boards of directors regarding board fiduciary duties, corporate governance matters, risk management and transactional matters

•

Lectured and published numerous articles on corporate governance and transactional issues

Other Boards:

•

Church of the Blessed Sacrament Board of Trustees; finance counsel chair (present)

•

The Swedish American Chamber of Commerce of New York, Inc. (2006 – 2011)

Qualification Experience:

•

Corporate governance

•

Accounting and finance

•

Enterprise risk management

•

Strategic and transactional matters

Arthur L. Havener, Jr.

Age: 55

Director

Independent: Yes

Director Since: 2015

Experience:

•

Principal, Stampede Capital LLC, a real estate advisory and investment firm (2007 – present)

•

Vice President and head of real estate, A.G. Edwards and Sons Inc. (2002 – 2007)

•

Graduate Director Education Program – Institute of Corporate Directors

Other Boards:

•

Nobility Homes, Inc., a builder and retailer of manufactured homes (present)

•

Boardwalk REIT, a public Canadian Real Estate Investment Trust, Lead Trustee (present, not standing for reelection at 2022 annual meeting)

•

MDC North American Real Estate Fund I, a private real estate equity fund (2007 – 2009)

•

Alderman and Chair of the Finance Committee in the municipality of Sunset Hills, Missouri (formerly)

Qualification Experience:

•

Real estate

•

Corporate governance

•

Private equity

•

Finance and capital markets

•

REIT strategy

Life Storage, Inc. 2022 Proxy Statement

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LOGO

Dana Hamilton

Age: 53

Director

Independent: Yes

Director Since: 2018

Experience:

•

Senior managing director and co-head of real estate, Pretium Partners, LLC, a specialized investment manager (2017 – present)

•

Co-founder, Ameriton LLC, a real estate company, serving as President (2014 – present)

•

President and Chief Executive Officer, and trustee, Borderplex Community Trust (2013 – 2014)

•

Spent 20 years at Archstone, one of the largest apartment companies in the US and Europe, where she held roles as President – Europe and Executive Vice-President – National Operations (1994 – 2013)

Other Boards:

•

FelCor Lodging Trust Incorporated, a publicly listed real estate investment trust (2016 – 2017, when the company was merged with RLJ Lodging Trust)

Qualification Experience:

•

Real estate

•

Strategic and transactional matters

•

Management and operations

•

Finance and capital markets

LOGO

Edward J. Pettinella

Age: 70

Director

Independent: Yes

Director Since: 2018

Experience:

•

Chief Executive Officer and director, Home Properties Inc., a publicly traded REIT (2003 – 2015); Executive Vice President (2001 – 2003)

•

President, Charter One Bank of New York; Executive Vice President of Charter One Financial, Inc. (1997 – 2001)

•

Served in several managerial capacities for Rochester Community Savings Bank (1980 – 1997)

Other Boards:

•

Manning & Napier, Inc., a publicly traded investment management firm (present)

•

Royal Oak Realty Trust Inc., a private REIT (present)

•

Syracuse University Board of Trustees; Vice Chair (present)

•

Board of Governors of the National Association of Real Estate Investment Trusts (formerly)

•

Urban Land Institute (formerly)

•

National Multi Housing Council (formerly)

Qualification Experience:

•

Real estate

•

Finance and capital markets

•

Corporate governance

•

REIT strategy

Life Storage, Inc. 2022 Proxy Statement

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LOGO

David L. Rogers

Age: 66

Director

Independent: No

Director Since: 2018

Experience:

•

Co-founder of the Company; Chief Executive Officer (March 2012 – February 28, 2019); Chief Financial Officer and Secretary (1995 – February 2012); Vice President of Finance of the Company’s predecessor (1988 – 1995); Controller and Due Diligence Officer of such predecessor (1984 – 1988)

•

Spent seven years as an accountant and systems analyst in both the public and private sectors

•

Regular presenter at national and regional meetings of the Self Storage Association

Other Boards:

•

Catholic Health Systems and other not-for-profit entities (present)

•

Board of Advisors of the National Association of Real Estate Trusts (NAREIT) (former)

Qualification Experience:

•

Deep Company expertise

•

Finance and accounting

•

Real estate

•

Investor relations

LOGO

Susan Harnett

Age: 65

Director

Independent: Yes

Director Since: 2021

Experience:

•

Mentor to digital startups and at the FinTech Innovation Lab, sponsored by Partnership Fund for New York City and Accenture (2015 – present)

•

Co-Founder of startup Juntos

•

National Association of Corporate Directors – Certified Director (2021).

•

DCRO Qualified Risk Director (2021).

•

COO, North America, QBE Insurance Group Limited, one of the top insurers and reinsurers worldwide (2012 – 2015)

•

Various senior level executive roles at Citi (2001 – 2012)

Other Boards:

•

OFG Bancorp, a financial holding company based in San Juan, Puerto Rico (present)

•

First Niagara Financial Group, a publicly traded bank (2015-until its acquisition by KeyCorp in 2016)

•

QBE Insurance (former)

•

Citifinancial (former)

•

Citi Germany Management Board; Chair (former)

•

Visa Canada (former)

Qualification Experience:

•

Corporate governance

•

Strategic and transactional matters

•

Management and operations

•

Finance and capital markets

•

Digital/Customer experience

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

THE ELECTION OF THE NOMINEES NAMED ABOVE

Life Storage, Inc. 2022 Proxy Statement

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HOW WE ARE SELECTED AND ELECTED

In identifying and evaluating the individual director nominees that it recommends to the Board of Directors, the Nominating, Governance and Corporate Responsibility Committee of the Board of Directors:

(i)

reviews the qualifications of any candidates who have been properly recommended or nominated by a Shareholder, by management, by individual members of the Board of Directors or, a search firm;

(ii)

evaluates the performance and qualifications of individual members of the Board of Directors eligible for re-election;

(iii)

considers the suitability of each candidate, including the current members of the Board of Directors, in light of the current size and composition of the Board of Directors;

(iv)

considers each candidate in the context of the needs of the Board of Directors, as a whole; and

(v)

seeks assurances from each candidate that such candidate will be readily available and timely respond to Board matters.

After such review and consideration, the Nominating, Governance and Corporate Responsibility Committee recommends that the Board of Directors select the slate of director nominees.

The Nominating, Governance and Corporate Responsibility Committee does not have an express policy with regard to consideration of director candidates recommended by Shareholders, but it will consider director candidates proposed by Shareholders in the same manner as it considers other candidates. The Board of Directors and the Nominating, Governance and Corporate Responsibility Committee believe that candidates must be highly qualified, exhibiting the experience and expertise required of the Board of Directors’ own pool of candidates and interest in the Company’s business, and the ability to attend and prepare for Board of Directors, committee and Shareholder meetings. Candidates should represent the interests of all Shareholders and not those of a special interest group. A Shareholder wishing to nominate a candidate should do so in accordance with the guidelines set forth below under the caption “Proposals of Shareholders for the 2023 Annual Meeting.”

The Nominating, Governance and Corporate Responsibility Committee is committed to incorporating diversity in all its forms including diversity of attributes, skills, experiences, backgrounds, and demographics, including race, ethnicity, and gender, all with a view to identify candidates that can assist the Board of Directors with its decision making. The Nominating, Governance and Corporate Responsibility Committee places primary emphasis on (i) judgment, character, expertise, skills and knowledge useful to the oversight of the Company’s business; (ii) diversity of perspectives, backgrounds, experiences and other demographics; (iii) business or other relevant experience; and (iv) the extent to which the interplay of the nominee’s expertise, skills, knowledge and experience with that of other members of the Board of Directors will build a board that is

Life Storage, Inc. 2022 Proxy Statement

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active, collegial and responsive to the needs of the Company. In addition, the Nominating, Governance and Corporate Responsibility Committee recognizes the importance of diversity of race, ethnicity and gender on the Board of Directors consistent with its fiduciary duties. The Board has taken this into consideration in establishing the list of nominees and will continue to do so in the future as part of the normal succession planning process.

The Company does not have a mandatory retirement age for directors as the Company believes that the composition of the Board should include not only appropriate experience and expertise, but also take into account the need for differing perspectives. As a result, the composition of the Board has evolved over time. The nominees for the Board, as a whole, reflect this balance. All of the eight nominees have served on the Board for ten years or less, with five of the eight nominees serving on the Board for five years or less.

Director Independence

The Board of Directors has reviewed all transactions or relationships between each director, director nominee, or any member of his or her immediate family and the Company, its senior management and its independent registered public accounting firm. Based on this review and as required by the independence standards of the New York Stock Exchange (“NYSE”), the Board of Directors has affirmatively determined that all directors and directors serving in 2021, other than Messrs. Rogers and Saffire, are independent from management and its independent registered public accounting firm within the meaning of the NYSE listing standards and as defined in the rules and regulations of the Securities and Exchange Commission (“SEC”). There were no transactions, relationships or arrangements with any director or director nominee determined to be independent that were required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities and Exchange Act of 1934 that the Board of Directors considered as part of such review.

Board Orientation, Education and Self-Assessment.

Each independent director, upon initial election to the Board, undergoes a rigorous orientation wherein such director meets all of the members of senior management, and attends presentations concerning the Company’s core disciplines, including marketing, sales, revenue management, acquisition and due diligence procedures, security and controls.

In addition to new director orientation, our directors regularly participate in continuing education to maintain the skills necessary to perform their duties and responsibilities and to keep abreast of industry trends, legal and regulatory developments and corporate governance practices. These include participation in NAREIT and other conferences, various presentations by outside advisors and consultants at board meetings and retreats, regular discussions with management and the opportunity to attend various external board education programs and membership in the National Association of Corporate Directors.

The Board of Directors performs an evaluation of its performance at least annually to determine whether it is functioning effectively. Each Board committee also performs an annual evaluation of its performance.

Life Storage, Inc. 2022 Proxy Statement

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HOW WE ARE ORGANIZED

Board Leadership Structure.

Mark G. Barberio serves as the Company’s non-executive Chair of the Board. Mr. Barberio’s extensive qualifications include responsibility for strategy, executive management, operations, finance, real estate, investor relations and business development. He has experience as a director, chief executive officer, chief financial officer, and as a board committee chair with other large companies. The Company believes that having a Chair of the Board who is not an executive officer of the Company is the appropriate leadership structure for the Company at this time as it allows the Executive Officers of the Company to focus on day-to-day business while allowing the Chair of the Board to lead the Board in its fundamental role of providing advice to and independent oversight of management.

Meetings of the Board of Directors and Board Committees

Board of Directors Committee Memberships.

Assuming election of all the nominees to the Board, the structure of the Audit and Risk Management Committee, Compensation and Human Capital Committee, and Nominating, Governance and Corporate Responsibility Committee will continue to be as follows:


	Audit and Risk Management	Compensation and Human Capital	Nominating, Governance and Corporate Responsibility
Mark G. Barberio		X	X
Stephen R. Rusmisel	X	C	X
Arthur L. Havener, Jr.	C		X
Dana Hamilton	X	X
Edward J. Pettinella	X		C
Susan Harnett	X	X
C = Committee Chair X = Committee Member

Life Storage, Inc. 2022 Proxy Statement

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2021 Attendance at Board and Committee Meetings.

The chart below sets forth director attendance at Board and Committee Meetings in 2021 based upon each director’s term on the Board and each Committee.

Board Meetings

Committee Meetings

Total Rate of
Attendance

Name

Regular

Special

Audit
& Risk
Mgmt

Comp &
Human
Capital

Nom,
Gov, &
Corp
Resp

Board

Committee

Mark G. Barberio

4/4

2/2

n/a

5/5

2/2

100%

Joseph V. Saffire

4/4

2/2

n/a

100%

n/a

Charles E. Lannon

2/2

n/a

2/2

1/1

n/a

100%

Stephen R. Rusmisel

4/4

2/2

4/4

5/5

2/2

100%

Arthur L. Havener, Jr.

4/4

2/2

4/4

n/a

2/2

100%

Dana Hamilton

4/4

2/2

4/4

5/5

n/a

100%

Edward J. Pettinella

4/4

2/2

4/4

n/a

2/2

100%

David L. Rogers

4/4

2/2

n/a

100%

n/a

Susan Harnett

4/4

1/1

4/4

5/5

n/a

100%

Board of Directors.

The Board of Directors held six meetings during the year ended December 31, 2021. Each director attended 100% of the meetings held by the Board of Directors during such director’s tenure on the Board. Additionally, each director attended 100% of the meetings held by all committees on which he or she served. Our non-employee directors meet in executive session in conjunction with regularly scheduled meetings of the Board of Directors at least twice per year and on other occasions, as necessary, in accordance with the Company’s Corporate Governance Principles. Mark G. Barberio serves as Chair of the Board and he has presided at meetings of the Company’s directors.

The Company’s policy is that all directors should attend the Annual Meeting of Shareholders, either virtually or in-person (as applicable), absent a good reason. All eight directors who were then on the Board of Directors attended the 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”) virtually.

The Board of Directors has three committees with the principal functions described below. The charter of each committee is posted on the Company’s website at www.lifestorage.com. A copy of each charter is available in print to any Shareholder upon request to the Company at 6467 Main Street, Williamsville, New York 14221, attention Andrew J. Gregoire, Secretary, or by telephone (716) 633-1850.

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Audit and Risk Management Committee.

The Audit and Risk Management Committee is composed of Messrs. Havener, Rusmisel, and Pettinella, and Mses. Hamilton and Harnett. Mr. Havener serves as Chair. Ms. Harnett was appointed to the Audit and Risk Management Committee effective February 12, 2021. Mr. Lannon has not served on the Audit and Risk Management Committee since the 2021 annual meeting as he did not seek re-election to the Board at such time. The Audit and Risk Management Committee oversees the accounting and financial reporting processes and audits of the financial statements of the Company, along with the strategic, compliance and operational risk, including environmental, social, and governance (“ESG”) risk, based on the Company’s enterprise risk management assessment. The Audit and Risk Management Committee has generally led the Board’s oversight of enterprise risk management, with the assistance of other Board committees. The Audit and Risk Management Committee assists the Board of Directors in oversight of the quality and integrity of the Company’s financial statements, the financial reporting process, the systems of internal accounting and financial controls, the performance of the Company’s internal audit function and internal auditors, the independent auditor’s qualifications and independence, the Company’s risk management practices, and compliance with ethics policies and legal and regulatory requirements, including data privacy and cybersecurity.

The Audit and Risk Management Committee is composed entirely of independent directors within the meaning of applicable NYSE listing standards and rules and regulations of the SEC. Each member must be “financially literate” under NYSE listing standards or become financially literate within a reasonable period of time after appointment. The SEC has adopted rules to implement certain requirements of the Sarbanes-Oxley Act of 2002 pertaining to public company audit committees. One of the rules adopted by the SEC requires a company to disclose whether it has an “Audit Committee Financial Expert” serving on its audit committee. The Board of Directors has determined that all members of the Audit and Risk Management Committee are financially literate. The Board of Directors has also determined that Mr. Havener meets the definition of an “Audit Committee Financial Expert.”

The Audit and Risk Management Committee’s duties are set forth in its charter, which can be found on the Company’s web site at www.lifestorage.com. Additional information regarding the Audit and Risk Management Committee and the Company’s independent registered public accounting firm is disclosed in the Report of the Audit and Risk Management Committee below. The Audit and Risk Management Committee held four meetings during 2021. The Audit and Risk Management Committee meets regularly in private session with the Company’s independent registered public accounting firm.

Compensation and Human Capital Committee.

The Compensation and Human Capital Committee is composed of Messrs. Rusmisel and Barberio, and Mses. Hamilton and Harnett, each of whom is independent within the meaning of applicable NYSE listing standards. Mr. Rusmisel serves as Chair. Ms. Harnett was appointed to the Compensation and Human Capital Committee effective February 12, 2021. Mr. Lannon has not served as a member of the Compensation and Human Capital Committee since the 2021 annual meeting as he did not seek reelection to the Board at that time. The Compensation and Human Capital Committee makes decisions with respect to compensation of the executive officers of the Company (the “Executive Officers”), reviews and recommends to the full Board of Directors director compensation levels and

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programs, and administers the Company’s Award and Option Plans. The Compensation and Human Capital Committee also generally oversees the Company’s management of its human resource policies and practices, including company-wide compensation plans and other human capital matters such as diversity, equality and inclusion, workplace environment and culture, and talent development, wellness, safety and retention.

The Compensation and Human Capital Committee met five times during 2021. Compensation and Human Capital Committee agendas are established by the Committee Chair, and the Compensation and Human Capital Committee deliberates and takes action only in executive session. The Compensation and Human Capital Committee’s charter does not permit delegation of its responsibilities or authority to others. Pursuant to its charter, the Compensation and Human Capital Committee has the authority to engage advisors, including compensation consultants. The Compensation and Human Capital Committee has engaged Longnecker & Associates (“Longnecker” or “Independent Consultant”) as an independent consultant to assist in evaluating compensation for the Executive Officers and executive compensation programs generally. The consultant reports directly to the Compensation and Human Capital Committee and does not perform services for management.

On occasion, at the request and direction of the Compensation and Human Capital Committee, the consultant will review compensation levels recommended by the Executive Officers for other senior managers. The consultant advises the Compensation and Human Capital Committee with respect to compensation trends and best practices, plan design, reasonableness of individual compensation awards and general comparability with other publicly traded companies and companies in the real estate investment trust (“REIT”) industry. In accordance with the Compensation and Human Capital Committee’s policy on assessing advisor independence, the Compensation and Human Capital Committee determined that there were no conflicts of interest or issues related to independence during 2021 that would impact the advice to the Compensation and Human Capital Committee from Longnecker and the representatives of Longnecker who advise the Compensation and Human Capital Committee.

The Executive Officers do not participate in deliberations of the Compensation and Human Capital Committee. The Executive Officers, at the Compensation and Human Capital Committee’s request, prepare performance and operational data and financial and other information to assist the Compensation and Human Capital Committee in reaching its compensation determinations.

The functions of the Compensation and Human Capital Committee are further described below under the caption “OUR PAY” and in its charter, which can be found on the Company’s web site at www.lifestorage.com.

Nominating, Governance and Corporate Responsibility Committee.

The Nominating, Governance and Corporate Responsibility Committee of the Board of Directors serves as the Company’s nominating committee. The Nominating, Governance and Corporate Responsibility Committee is composed of Messrs. Havener, Barberio, Pettinella, and Rusmisel, each of whom is independent within the meaning of applicable NYSE listing standards. Mr. Pettinella serves as Chair of the Nominating, Governance and Corporate Responsibility Committee. The Nominating, Governance and Corporate Responsibility Committee’s functions are set forth in its charter, which can be found on

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the Company’s website at www.lifestorage.com, and include assisting the Board of Directors by identifying individuals qualified to become Board members, with a commitment to seek candidates with diversity in experience and background, including race, ethnicity, and gender, and recommending director nominees for the Annual Meeting of Shareholders, recommending to the Board the Corporate Governance Principles applicable to the Company, leading the Board of Directors in its annual review of the Board’s performance, and recommending the director nominees for each committee as further described in “HOW WE ARE SELECTED AND ELECTED”. In addition, the Nominating, Governance and Corporate Responsibility Committee oversees and reviews the Company’s strategies, activities and policies regarding ESG matters. The Nominating, Governance and Corporate Responsibility Committee must annually review the adequacy of its charter and its own performance. The Nominating, Governance and Corporate Responsibility Committee met two times during 2021.

HOW WE GOVERN AND ARE GOVERNED

Corporate Governance Guidelines.

The Board of Directors has adopted Corporate Governance Principles which can be found on the Company’s website at www.lifestorage.com or which can be mailed to any Shareholder upon request either to the Company at 6467 Main Street, Williamsville, New York 14221, or requested by telephone (716) 633-1850.

Our Corporate Governance Principles require, among other things, that a majority of directors on the Board of Directors meet the criteria for independence defined by the NYSE. Our governance structure includes, in addition, provisions for majority voting, annual director elections, one-share, one-vote and special meeting voting rights. We believe our corporate governance provisions, our approach to Board governance and our management of ESG and compensation issues collectively put us in a strong position to deliver sustainable returns to shareholders while supporting our many stakeholder constituents.

Code of Ethics and Code of Ethics for Senior Financial Officers and Directors.

All of the Company’s directors and employees, including the Executive Officers, are required to comply with the Company’s Code of Ethics to help ensure that the Company’s business is conducted in accordance with the highest standards of moral and ethical behavior. The Company also has a Code of Ethics for Senior Financial Officers applicable to the Company’s principal executive officer, principal financial officer, principal accounting officer and controller, each of whom is also bound by the provisions set forth in the Code of Ethics relating to ethical conduct, conflicts of interest and compliance with the law. The Code of Ethics and Code of Ethics for Senior Financial Officers are published on the Company’s web site at www.lifestorage.com. The Company intends to disclose any changes in or waivers of its Code of Ethics and Code of Ethics for Senior Financial Officers by posting such information on the Company’s website. A printed copy of the Code of Ethics and the Code of Ethics for Senior Financial Officers will be provided to any Shareholder upon request to the Company at 6467 Main Street, Williamsville, New York 14221, or by telephone (716) 633-1850.

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Policies and Procedures Regarding Related Party Transactions.

The Company has established written conflict of interest policies, which are included in the Company’s Code of Ethics, to which all directors, Executive Officers and key employees are subject. These persons are required to disclose to the Company’s Chief Compliance Officer (or, in the event such person with the conflict is a director or Executive Officer, to the Chair of the Audit and Risk Management Committee) in writing each outside relationship, activity and interest that creates a potential conflict of interest, including transactions or arrangements potentially disclosable pursuant to applicable rules of the SEC. The Audit and Risk Management Committee will review any transaction involving a director or officer that may create a conflict of interest and either approve or reject the transaction or refer the transaction to the full Board or other appropriate committee in its discretion. All directors, Executive Officers and other key employees are required to disclose in writing each year whether they are personally in compliance with such policy. In addition, each director and Executive Officer is required to complete an annual questionnaire which calls for disclosure of any transactions in which the Company is or is to be a participant, on the one hand, and in which such director or Executive Officer or any member of his or her family has a direct or indirect material interest, on the other. The Board of Directors is of the opinion that these procedures are sufficient to allow for the review, approval or ratification of any transactions with related persons that would be required to be disclosed under applicable SEC rules.

The Role of the Board of Directors in the Company’s Risk Oversight Process.

The Company’s Board of Directors is responsible for overseeing the Company’s risk management processes and enterprise risk management. Certain areas of this responsibility have been delegated by the Board of Directors to the Audit and Risk Management Committee, the Compensation and Human Capital Committee and the Nominating, Governance and Corporate Responsibility Committee, each with respect to the assessment of the Company’s risks and risk management in its respective areas of oversight. The Audit and Risk Management Committee oversees risks related to internal controls and procedures, cybersecurity, and conflicts of interest and code of ethics matters. The Compensation and Human Capital Committee oversees risks related to compensation practices. The Nominating, Governance and Corporate Responsibility Committee oversees risks related to governance matters. The full Board of Directors has primary responsibility for evaluating strategic and operational risk management, and succession planning. The Board receives regular updates from management on operational and other risks facing the Company. The Board committees and the full Board of Directors focus on the most significant risks facing the Company and the Company’s general risk management strategy, and also ensure that risks undertaken by the Company are consistent with the Board of Directors’ objectives. While the Board of Directors oversees the Company’s risk management, Company management is responsible for day-to-day risk management processes. The Company believes this division of responsibilities is the most effective approach for addressing the risks facing the Company.

Compensation Risk Assessment.

With respect to compensation risk, the Compensation and Human Capital Committee has considered the Company’s compensation policies and practices and has concluded that they are not reasonably likely to have a material adverse effect on the Company.

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HOW TO COMMUNICATE WITH US

Complaint Procedure; Communications with Directors.

The Board of Directors believes it can be valuable to cast a wide net for information and input to inform its discussions and decisions. It has therefore established numerous practices to enable it to do so. These practices include, but are not limited to:

•

Inviting external parties to make presentations to the Board or its committees at their periodic meetings

•

Conducting Board meetings and informal events connected to Board meetings to encourage individual communication with employees and other stakeholders at many levels

•

Receiving reports from management – for example, on human capital data and practices

•

Being available for engagement meetings with Shareholders

•

Listening to quarterly reporting calls, investor days or other industry or Company events

•

Participating in director education and similar events

•

Having access to reporting mechanisms such as those described in this section and the Company’s Whistleblower “hotline”

•

Receiving written communications such as via the channel described in this section

The Board of Directors has established a process for Shareholders or other interested parties to send communications to the Company’s independent directors. Shareholders or other interested parties may communicate with the Board of Directors by calling (716) 633-1850 ext. 6144 or by writing to the Company’s Secretary. Communications sent to the Company addressed to the Board of Directors by these methods will be screened by the Secretary for appropriateness before either forwarding or notifying the independent directors of receipt of communication.

The Sarbanes-Oxley Act of 2002 requires public companies to maintain procedures to receive, retain and respond to complaints received regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. The Company has such procedures in place. Any employee of the Company may report concerns regarding these matters in the manner specified in the Company’s Whistleblower Policy & Procedures, which is published on the Company’s web site at www.lifestorage.com. A printed copy of the Company’s Whistleblower Policy & Procedures will be provided to any Shareholder upon request sent to the Company at 6467 Main Street, Williamsville, New York 14221, or requested by telephone (716) 633-1850.

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HOW WE ARE PAID

Director Compensation

The table below summarizes the compensation paid by the Company to directors who are not officers or employees of the Company (“Outside Directors”) for the year ended December 31, 2021. Directors who are not Outside Directors are not paid any compensation for their service as directors. Mr. Lannon did not seek reelection to the Board at the Company’s 2021 annual meeting and therefore did not receive any compensation as a director subsequent to that date. All share amounts in the table and related footnotes below have been adjusted to reflect the impact of the three-for-two distribution of common stock announced by the Company on January 4, 2021 and distributed on January 27, 2021 to shareholders of record on January 15, 2021.


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($) (1)		Option Awards ($) (2)		All Other Compensation ($) (3)		Total ($)
Mark G. Barberio		$172,000		$100,000		-		$17,573		$289,573
Charles E. Lannon ⁽⁴⁾		$25,375		-		-		$7,322		$32,697
Stephen R. Rusmisel		$114,500		$100,000		-		$17,573		$232,073
Arthur L. Havener, Jr.		$109,500		$100,000		-		$17,573		$227,073
Dana Hamilton ⁽⁵⁾		$99,500		$100,000		-		$17,573		$217,073
Edward J. Pettinella		$107,000		$100,000		-		$17,573		$224,573
David L. Rogers		$82,000		$100,000		-		$17,573		$199,573
Susan Harnett		$102,440		$129,000		-		$16,108		$247,548

(1)

On May 27, 2021, each Outside Director was granted 1,018 shares of restricted stock which will vest in full on May 27, 2022 provided the director remains in office. On February 12, 2021, in connection with her appointment to the Board, Ms. Harnett was also granted 344 shares of restricted stock that vested on May 23, 2021. The amount disclosed in the “Stock Awards” column represents the aggregate grant date fair value of such shares computed in accordance with FASB ASC Topic 718, less any shares that did not vest. See Notes 2 and 9 to the Company’s financial statements included in the 2021 Annual Report for a discussion of assumptions used to value the restricted stock awards. Ms. Hamilton and Messrs. Rusmisel and Havener elected to defer the receipt of such grant of restricted stock in 2021. In connection with the deferral of the restricted stock, Ms. Hamilton and Messrs. Rusmisel and Havener were issued Deferred Stock Units under the 2020 Directors’ Plan. Mr. Lannon was not granted any restricted stock in 2021 as he did not seek reelection to the Board at the Company’s 2021 annual meeting.

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(2)

In 2016, the Board of Directors eliminated stock option grants as a component of Board compensation. Thus, stock option grants have not been made to the Outside Directors since 2015. All Outside Directors’ stock options issued in previous years are currently exercisable. Information regarding the stock option awards outstanding as of December 31, 2021 are shown below:

Name

Grant Date

Expiration
Date

Number of Shares

Stephen R. Rusmisel

5/23/2012

5/23/2022

5,250

5/22/2013

5/22/2023

3,000

5/22/2014

5/22/2024

3,000

5/21/2015

5/21/2025

3,000

Arthur L. Havener, Jr.

5/21/2015

5/21/2025

5,250

Mark G. Barberio

5/21/2015

5/21/2025

5,250

(3)

Represents the portion of health insurance premiums paid by the Company and amounts paid to certain directors in lieu of such premiums.

(4)

Mr. Lannon served on the Board of Directors until May 27, 2021.

(5)

Ms. Hamilton elected to defer the receipt of her 2021 fees and was issued deferred compensation units in connection with such deferral.

The Company pays annual directors’ fees quarterly. This base annual director’s fee to each Outside Director is $80,000 ($20,000 quarterly). An annual fee is payable to the non-executive Chair of the Board, which fee was $75,000 ($18,750 quarterly) in 2021 and which will be $85,000 ($21,250 quarterly) in 2022. An annual fee of $20,000 ($5,000 quarterly) is payable to the chair of the Audit and Risk Management Committee and $10,000 ($2,500 quarterly) is payable to each of the other members of such committee; an annual fee of $15,000 ($3,750 quarterly) is payable to the chair of the Compensation and Human Capital Committee and $7,500 ($1,875 quarterly) is payable to each of the other members of such committee; an annual fee of $15,000 ($3,750 quarterly) is payable to the chair of the Nominating, Governance and Corporate Responsibility Committee and $7,500 ($1,875 quarterly) is payable to each of the other members of such committee. Outside Directors are also paid a meeting fee of $1,000 for each special meeting of the Board of Directors attended. Meeting fees are not paid for regular meetings and committee meetings. In addition, the Company will reimburse all directors for reasonable expenses incurred in attending meetings. Also, certain Outside Directors are provided health insurance coverage on the same terms and conditions as home office employees of the Company. Those Outside Directors who are not provided such health insurance coverage are provided a cash payment in lieu of health insurance coverage.

Under the Company’s Deferred Compensation Plan for Directors, an Outside Director may elect to have all or part of his or her director fees credited to a deferred compensation account in the form of units equivalent to shares of the Company’s Common Stock (“Units”). The number of Units credited is equal to the number of shares of Common Stock that could have been purchased using the closing price of Common Stock on the day immediately preceding the date on which the fees were payable. When the Company

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declares cash dividends on its Common Stock, additional Units are credited to the deferred compensation accounts based on the reinvestment of the dividend on the dividend record dates. Amounts credited to the deferred compensation accounts will be paid to directors in the form of shares of Common Stock, the number of which shares will equal the number of Units credited to the accounts.

In May 2020, the Company’s 2020 Outside Directors’ Stock Award Plan (the “2020 Directors’ Plan”) was voted on and approved at the Company’s 2020 annual Shareholders’ meeting. The Company’s 2020 Directors’ Plan replaced the Company’s Amended and Restated 2009 Outside Directors’ Stock Option and Award Plan which expired on May 21, 2020. The 2020 Directors’ Plan provides that at the close of each annual Shareholders’ meeting, each Outside Director may be granted a number of shares of restricted stock as determined by the Board in its discretion. Any restricted stock granted under this plan vests one year following the date of grant if the applicable Outside Director is a member of the Board of Directors as of the vesting date; provided, however, that the restricted stock immediately vests upon either (i) the Outside Director’s death or disability while serving on the Board of Directors, or (ii) a Significant Corporate Event as defined in the 2020 Directors’ Plan.

In 2021, the value of the awards awarded to each Outside Director under the 2020 Directors’ Plan was $100,000, with the number of shares awarded being such amount divided by the fair market value of the Company’s stock on the date of grant.

In 2022, the Board elected to increase the value of the shares of restricted stock to be granted to each Director to $110,000 and the annual fee payable to the non-executive Chair of the Board to $85,000.

Stock Ownership Guidelines for Directors

The Company has adopted stock ownership guidelines for its Outside Directors which require each of the Company’s Outside Directors to hold shares of Company Common Stock and deferred compensation units having an aggregate market value equal to five times the base annual fee paid to the Outside Directors. Directors have five years to meet this goal. The Company adopted these stock ownership guidelines as a means of requiring directors to hold equity and tie their interests to Shareholders’ interests. All Outside Directors have either met these guidelines or are still within the five-year period allowed to meet this guideline.

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Stock Ownership by Directors and Executive Officers

The following table sets forth information concerning beneficial ownership of Common Stock as of March 29, 2022 for each current director, each of our named executive officers and for all current directors and Executive Officers as a group. Percentages are based on 84,199,759 shares of Common Stock outstanding as of March 29, 2022. Unless otherwise noted, to the best of the Company’s knowledge, each person has sole voting and investment power with respect to the shares listed.

Name

Shares of Common
Stock Beneficially
Owned at
March 29, 2022
(1)(2)(3)

Percent of
Common
Stock Owned

David L. Rogers

143,378

Stephen R. Rusmisel

24,964

Mark G. Barberio

21,844

Edward J. Pettinella

20,849

Arthur L. Havener, Jr

19,025

Dana Hamilton

6,179

Susan Harnett

1,362

Joseph V. Saffire

66,349

Andrew J. Gregoire

102,128

David P. Dodman

15,505

Directors and Executive Officers
As a Group (10 persons)

421,583

0.5%

Represents beneficial ownership of less than 1% of outstanding Common Stock on March 29, 2022.

(1)

Includes 9,000, 5,250 and 5,250 shares of Common Stock that may be acquired by Messrs. Rusmisel, Havener and Barberio, respectively, through the exercise, within 60 days, of options granted under the 2009 Outside Directors’ Stock Option and Award Plan.

(2)

Includes 2,368 shares of Common Stock issuable to Ms. Hamilton and 1,018 shares of Common Stock issuable to each of Messrs. Havener and Rusmisel in payment of amounts credited to each Director’s respective account under the Company’s Deferred Compensation Plan for Directors and the Company’s Outside Directors’ Stock Award Plan.

(3)

Includes 36,906, 11,622, and 11,971 shares of restricted stock as to which Messrs. Saffire, Gregoire, and Dodman, respectively, have voting power but no investment power.

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Equity Compensation Plan Information

The following table sets forth certain information as of December 31, 2021 (except as set forth in footnote 1 below), with respect to equity compensation plans under which shares of the Company’s Common Stock may be issued.


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance

Equity compensation plans approved by Shareholders:
2015 Award and Option Plan (1)		221,050		$---		170,111
2009 Outside Directors’ Stock Option and Award Plan (2)		24,750	$	52.09		---
2020 Outside Directors’ Stock Award Plan		---		---		131,810
Deferred Compensation Plan for Directors (3)		35,135		N/A		27,307
Equity compensation plans not approved by Shareholders:		N/A		N/A		N/A

(1) Includes the actual number of shares issued in February 2022 related to performance-based awards issued on December 18, 2018 (38,110) and the maximum number of shares (182,940) that could be issued as part of the performance-based awards issued in 2019, 2020 and 2021. The actual number of shares to be issued as part of the performance-based awards issued in 2019, 2020 and 2021 will be determined at the end of the three-year performance periods in 2022, 2023 and 2024, respectively. See Note 9 to the Company’s financial statements included in the 2021 Annual Report.

(2) The 2009 Outside Directors’ Stock Option and Award Plan expired on May 21, 2020 and was replaced by the 2020 Outside Directors’ Stock Award Plan. Therefore, no securities are available for future issuance under the 2009 Outside Directors’ Stock Option and Award Plan at December 31, 2021.

(3) Under the Deferred Compensation Plan for Directors, non-employee directors may defer all or part of their directors’ fees that are otherwise payable in cash. Directors’ fees that are deferred under the plan will be credited to each director’s account under the plan in the form of Units. The number of Units credited is determined by dividing the amount of directors’ fees deferred by the closing price of the Company’s Common Stock on the New York Stock Exchange on the day immediately preceding the day upon which directors’ fees otherwise would be paid by the Company. A director is credited with additional Units for dividends on the shares of Common Stock represented by Units in such director’s account. A director may elect to receive the shares in a lump sum on a date specified by the director or in quarterly or annual installments over a specified period and commencing on a specified date.

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Security Ownership of Certain Beneficial Owners

The following table sets forth information as to all persons or groups known to the Company to be beneficial owners of more than five percent of the outstanding Common Stock of the Company as of March 29, 2022 based on 84,199,759 shares of Common Stock outstanding as of such date.


Title of Class	Name and Address of Beneficial Owners	Amount of Common Stock Beneficially Owned as of March 29, 2022	Percent of Common Stock Owned

Common	The Vanguard Group, Inc. (1) 100 Vanguard Boulevard Malvern, PA 19355	12,145,643	14.8%

Common	BlackRock, Inc. (2) 55 East 52^nd Street New York, NY 10055	10,610,769	12.9%

Common	Wellington Management Group LLP Wellington Group Holdings LLP Wellington Investment Advisors Holdings LLP Wellington Management Company LLP (3) c/o Wellington Management Company LLP 280 Congress Street Boston, MA 02210	4,938,145	6.0%

(1)

All information relating to The Vanguard Group, Inc. (“Vanguard”) is as of December 31, 2021 and is derived from Schedule 13G/A filed by it and other entities on February 10, 2022. According to Vanguard, of the 12,145,643 shares of the Company’s Common Stock owned by Vanguard, Vanguard does not have the sole power to vote or direct the vote with respect to any shares and shares voting power with respect to 118,377 shares. Vanguard has the sole power to dispose or direct the disposition of 11,956,686 shares of the Company’s Common Stock owned by Vanguard and shares disposition power with respect to 188,957 shares. The Company has not independently verified this information.

(2)

All information relating to BlackRock, Inc. (“BlackRock”) is as of December 31, 2021 and is derived from Schedule 13G/A filed by it and other entities on January 27, 2022. According to BlackRock, of the 10,610,769 shares of the Company’s Common Stock owned by BlackRock, BlackRock has the sole power to vote or direct the vote with respect to 9,733,100 shares and does not share voting power with respect to any other shares. BlackRock has the sole power to dispose or direct the disposition of all 10,610,769 shares of the Company’s Common Stock owned by BlackRock. The Company has not independently verified this information.

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(3)

All information relating to Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, and Wellington Management Company LLP (“Wellington”) is as of December 31, 2021 and is derived from Schedule 13G/A filed by it and other entities on February 4, 2022. According to Wellington, of the 4,938,145 shares of the Company’s Common Stock owned by Wellington, Wellington shares the voting power with respect to 4,417,873 shares and does not have the sole voting power with respect to any other shares. Wellington shares disposition power with respect to all 4,938,145 shares of the Company’s Common Stock owned by Wellington. The Company has not independently verified this information.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC and the NYSE. Directors, officers and greater-than-10% shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports they file. Based solely on review of information furnished to the Company and reports filed through the Company, the Company believes that all Section 16(a) filing requirements applicable to its Directors, officers and greater-than-10% beneficial owners were complied with during 2021, except that Mr. Gregoire, by inadvertence, filed a Form 4 late related to the December 17, 2021 grant of 3,457 shares of restricted stock of the Company.

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OUR AUDITORS

PROPOSAL 2. APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Based upon the recommendation of the Audit and Risk Management Committee, the Board of Directors has reappointed Ernst & Young LLP as its independent registered public accounting firm for the year ending December 31, 2022. At the Annual Meeting, Shareholders will be asked to ratify this appointment. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting (via webcast), will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

Fees billed to the Company for fiscal years 2021 and 2020 by Ernst & Young LLP were as follows:


	2021		2020

Audit Fees	$	1,667,151	$	1,085,126
Audit-Related Fees		–		–
Tax Fees		539,989		570,213
All Other Fees		2,175		1,725
TOTAL FEES	$	2,209,315	$	1,657,064

Audit fees include fees for the audit of the Company’s consolidated financial statements, interim reviews of the Company’s quarterly financial statements, and the audit of the Company’s internal controls over financial reporting. Included in audit fees for 2021 and 2020 are $475,000 and $350,000, respectively, related to the Company’s public bond offering and common stock offerings. Tax fees include fees for services relating to tax return preparation, tax compliance, transaction tax due diligence, tax planning and tax advice. All other fees relate to technology access.

The Audit and Risk Management Committee has adopted a policy that requires its advance approval for all audit, audit-related, tax and other services to be provided by the independent registered public accounting firm to the Company. The Audit and Risk Management Committee has delegated to its Chair authority to approve permitted services, provided that the Chair reports any decisions to the Audit and Risk Management Committee at its next scheduled meeting. During 2021, all fees for audit services, all fees for audit-related services and all fees for tax services were approved under this policy.

Ratification of the appointment of the independent registered public accounting firm requires the affirmative vote of a majority of the votes cast, provided a quorum is present at the meeting. For purposes of the vote on this proposal, abstentions and brokers non-votes will not be counted as votes cast and will have no effect on the results of the vote, although they will be considered present for the purpose of determining the presence of a quorum. Although Shareholder approval is not required, the Company

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desires to obtain from its Shareholders an indication of their approval of the Audit and Risk Management Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022. Even if the appointment of Ernst & Young LLP is ratified, the Audit and Risk Management Committee may, in its discretion, change the appointment at any time during the year should it determine that such a change would be in the best interests of the Company and its Shareholders. If the Company’s Shareholders do not ratify this appointment, the Audit and Risk Management Committee may consider the appointment of another independent registered public accounting firm but will not be required to appoint a different firm.

THE AUDIT AND RISK MANAGEMENT COMMITTEE AND THE BOARD OF DIRECTORS RECOMMEND A VOTE “FOR” THE PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

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REPORT OF THE AUDIT AND RISK MANAGEMENT COMMITTEE

Management has the primary responsibility for the integrity of the Company’s financial information and the financial reporting process, including the system of internal control over financial reporting. Ernst & Young LLP, the Company’s independent registered public accounting firm, is responsible for conducting independent audits of the Company’s financial statements and the effectiveness of internal controls over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) and expressing an opinion on the financial statements and the effectiveness of internal controls over financial reporting based upon those audits. The Audit and Risk Management Committee is responsible for overseeing the conduct of these activities by management and Ernst & Young LLP.

As part of its oversight responsibility, the Audit and Risk Management Committee has reviewed and discussed the audited financial statements, the adequacy of internal controls and the effectiveness of the Company’s internal controls over financial reporting with management and Ernst & Young LLP. The Audit and Risk Management Committee also has discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board. The Audit and Risk Management Committee met with Ernst & Young LLP, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. The Audit and Risk Management Committee has also discussed with Ernst & Young LLP matters required to be discussed by applicable auditing standards. The Audit and Risk Management Committee has received and reviewed the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit and Risk Management Committee concerning independence and has discussed with Ernst & Young LLP that firm’s independence.

Based upon these reviews and discussions, the Audit and Risk Management Committee recommended to the Board of Directors that the audited financial statements for the year ended December 31, 2021 be included in Life Storage Inc.’s 2021 Annual Report for filing with the Securities and Exchange Commission.

Members of the Audit and Risk

Management Committee

ARTHUR L. HAVENER, JR., CHAIR

STEPHEN R. RUSMISEL

DANA HAMILTON

EDWARD J. PETTINELLA

SUSAN HARNETT

THE FOREGOING REPORT SHALL NOT BE DEEMED TO BE “SOLICITING MATERIAL” OR TO BE “FILED” WITH THE SECURITIES AND EXCHANGE COMMISSION AND SHOULD NOT BE DEEMED INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO ANY FILING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT TO THE EXTENT THAT THE COMPANY SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.

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OUR COMPANY

EXECUTIVE OFFICERS OF THE COMPANY

The Company’s corporate responsibility is deeply rooted in our core values: teamwork, respect, accountability, integrity and innovation. The Company approaches initiatives, programs, practices and policies with a view toward risk management and with consideration of the impact on its customers, team members, communities and shareholders. We therefore share with you in this section some information about our leadership and our management of the human capital, environmental, safety, customer and other stakeholder matters that we believe support our long-term sustainability financially and more generally.

The following persons are the current executive officers of the Company:

Edward F. Killeen retired from his position as Chief Operating Officer of the Company effective on December 31, 2021.

Life Storage’s Mission: Rooted in Sustainability

At Life Storage, we believe that sustainability and success are one in the same: in order to do well as a business, we must do good for our world. Our integrative approach to sustainability helps move us toward our vision of becoming the best self-storage company in the world.

We follow a four-pillar growth strategy that consolidates our efforts into strategic, high-impact areas: Expand Our Footprint, Digitize the Enterprise, Invest in Talent & Culture, and Drive Profitable Growth. Sustainability is deeply embedded in this growth strategy and is the impetus for many of the strategic efforts that fall into each pillar.

Environmental Highlights

Life Storage owns or operates more than 1,075 self-storage facilities encompassing approximately 78 million square feet in 35 states. As a REIT and a facility owner and operator, we are responsible for monitoring and minimizing our environmental impact.

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In early 2022 Life Storage was named one of America’s Best Midsize Employers by Forbes magazine and recognized by Morningstar as a Sustainalytics ESG* Regional Top-Rated Company.

Copyright ^© 2022 Sustainalytics. All rights reserved. This proxy statement contains information developed by Sustainalytics (www.sustainalytics.com). Such information and data are proprietary of Sustainalytics and/or its third party suppliers (Third Party Data) and are provided for informational purposes only. They do not constitute an endorsement of any product or project, nor an investment advice and are not warranted to be complete, timely, accurate or suitable for a particular purpose. Their use is subject to conditions available at https://sustainalytics.com/legal-disclaimers.

Energy Efficiency Measures

Self-storage facilities are inherently resilient and have low environmental impacts relative to other industries and asset classes due to low energy and water utilization and minimal customer and employee traffic. Despite this, we still strive to further reduce the environmental impact that we do have. One of the primary ways that we have worked to reduce our environmental impact is by establishing energy efficiency measures and ensuring that these measures are implemented and maintained across our portfolio.

Roofing

•

All Life Storage roofing projects use cool roof technologies that reduce energy consumption.

•

In 2021, we completed over 50 cool roofing projects covering over 1.2 million square feet.

Heating & Cooling

•

All new central air conditioning and heating units are required to be high efficiency models.

•

In 2021, we replaced over 290 HVAC units with high-efficiency models.

Lighting

•

LED lights are used for all new buildings and light fixture replacements.

•

All storage areas are equipped with motion sensors to conserve energy.

•

In 2021, we upgraded more than 18,900 light fixtures to LED.

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Water

•

Despite the fact that self-storage facilities typically have low rates of water consumption and wastewater production, our Landscaping and Irrigation Policy outlines the steps we take to further minimize the impact of our facilities on biodiversity and water consumption.

Waste

•

Life Storage team members at every level must follow our Waste Management Policy, which encourages recycling whenever possible and seeks to reduce our overall waste generation.

Renewable Energy Program

In 2020, we significantly increased our investment in renewable energy with an ambitious 5-year solar development initiative. As of December 31, 2021, 45 Life Storage wholly owned facilities were equipped with more than 50 solar arrays. To date, our renewable energy program has generated 21 GWh of energy.

LOGO

As a result of this initiative, we have set aggressive targets to reduce our energy consumption and increase our renewable energy generation capacity:

•

12.5% reduction (like-for-like) in energy consumption by 2025 from our 2020 baseline

•

7.5 MW capacity increase (absolute) by 2025 from our 2020 baseline

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Sustainable Operations

We make a concerted effort to integrate sustainability into the day-to-day operations of our business as a whole. Highlights include:

•

Because we understand that the impacts of climate change present a risk to our business and assets, we have launched a dedicated effort to adopt the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD).

•

In addition to compliance with our Vendor Code of Conduct, evaluation of potential vendors and suppliers considers sustainable practices and product offerings.

•

In 2021, implemented an ISO-aligned Environmental Management System to monitor and minimize our environmental impact.

•

Extensive, cloud-based 99-point check of all utility bills to identify damaged and underperforming HVAC units, assess the integrity and energy performance of our exterior building shell, and other leaks or energy wastes.

•

Regular assessment of our portfolio’s vulnerability to climate-related risks:

As of June 2021, only two of our wholly owned stores are below sea level, representing less than 0.4% of our portfolio.

•

Availability of low-impact packing materials.

We offer boxes made from ~53% recycled content, certified by the Sustainable Forestry Initiative.

Green Buildings

Life Storage is a silver member of the U.S. Green Building Council (USGBC^®).

The Life Storage wholly owned portfolio includes certified-sustainable buildings in Deer Park, NY (USGBC Certified LEED Silver) and Chamblee, GA (Green Globe Certified One Green Globe). We expect to add more green buildings as our mandated improvements affect our portfolio.

Social Highlights

With approximately 2,200 team members and more than 625,000 customers in hundreds of markets across 35 states, treating everyone with dignity and respect is at the core of our business and is essential to our ability to create value for all of our stakeholders.

Our Teammates

We strive to attract and retain the highest quality team members with competitive compensation and benefits, opportunities for personal growth and development, safe working conditions and a culture that emphasizes fair and equitable treatment.

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Robust training and professional development programs:

•

All team members have access to comprehensive online training tools and informational resources covering everything from job specific skills to leadership, productivity, team building, and communication skills.

•

Each year, all team members must complete a diversity & unconscious bias training program that reflects our commitment to a diverse and inclusive work environment.

•

Team members receive formal, bi-annual performance assessments, and participate in goal-setting exercises and feedback sessions.

Employee Engagement:

•

We conduct annual, anonymous surveys of all employees to identify and act on areas for improvement and gain insight into the sentiments of our team members.

•

Our most recent comprehensive engagement survey in June 2021 showed a 72% engagement score and a 73% response rate.

•

Following each survey, our Human Resources team identifies and analyzes the most commonly noted areas for improvement, breaks down the results into departments, and works with company leaders to develop specific action plans based on the survey results that are executed at the team and company levels.

•

Life Storage was named one of America’s Best Midsize Employers by Forbes magazine in 2022.

Our Social Impact Programs

Diversity, Equality, and Inclusion

Life Storage is committed to fostering a diverse and inclusive work environment in which every employee is treated equally, feels empowered to succeed and is equipped with the tools to do so. The Life Storage Diversity, Equality, and Inclusion (DEI) program is focused on creating and maintaining a diverse and inclusive work environment that exemplifies our company values: teamwork, respect, accountability, integrity, and innovation. Our strategic objectives include: celebrating diversity, promoting inclusion, engaging our team members, improving representation of women, minorities, persons with disabilities and Veterans, and ensuring accountability. Our CEO signed the CEO Action Pledge for Diversity & Inclusion in the Workplace to demonstrate the entire organization’s commitment to achieving measurable action and meaningful change in advancing diversity, equity, and inclusion in the workplace.

Some of our program highlights from 2021 are our:

•

Diversity Council: Our Diversity Council consists of Life Storage team members from throughout our organization who are passionate about diversity, equality and inclusion in the workplace. The council meets to discuss ways to promote purposeful and meaningful employee engagement.

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•

Diversity Training Program: Our diversity training program helps each Life Storage team member understand their role in ensuring that Life Storage remains a great place to work for all. All employees receive quarterly training on relevant diversity-related topics such as unconscious bias, microaggressions, and more.

•

Diversity Awareness: Through our internal and external communications and community engagement program, we ensure we are driving awareness about diversity focused issues, needs and events that are important to both our team members and customers. In addition, we take the opportunity to celebrate the diversity of our employees through employee spotlights, recognition and volunteer events.

LOGO

Life in Our Communities

At Life Storage, we believe that giving back to our communities will contribute to the betterment of the communities in which we do business and where our employees live. We aim to make meaningful and lasting impacts on our communities through volunteer efforts, charitable giving, and community-centric employee engagement.

Our community engagement program, Life in Our Communities, formalizes and optimizes our efforts to give back to our communities by focusing on the following strategic objectives:

•

Synchronize Our Efforts: Ensure company-wide alignment of all community engagement efforts.

•

Maintain Strategic Focus: Maximize impact by adhering to the core focus areas of the Life in Our Communities program.

•

Encourage Accountability: Govern and assess the execution and impact of the Life in Our Communities program.

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Our Customers

Customer Satisfaction

We have a robust, multi-step process to ensure customer satisfaction:

•

All customers receive satisfaction surveys following initial rental, at three-month follow up, and when they vacate.

•

Customers are encouraged to provide feedback via online survey forms, social media, and in person; all reported issues are filed and investigated if appropriate.

•

Thorough internal mechanisms and store visit reports designed to track store operational performance and deliver feedback and guidance to store teams.

This has resulted in:

•

Newsweek’s “America’s Best Customer Service” award in 2019, 2020, 2021 and 2022

•

A+ Rating on Better Business Bureau

•

Top-rated storage company on Trust Pilot

•

Customer satisfaction average score of more than 92% in 2021

Governance Highlights

Our diverse Board of Directors is younger and shorter tenured than average. Our average board tenure is 5 years with 2 new Directors appointed in the last three years. Our average age is 62 years old with 4 Directors under 60 years old.

We have a strong governance foundation with good governance practices, including an independent chairperson; annual director elections; majority voting; simple majority voting standard for bylaw amendments; special meeting rights; no poison pill; clawback, anti-hedging, anti-short-sale and anti-pledging provisions; stock ownership requirements for executives and Directors; external and internal pay parity; regular executive sessions of independent Directors; and annual Board and Committee self-evaluations.

We have formalized board oversight for our ESG program as part of our committee responsibilities under the Compensation and Human Capital Committee, Audit and Risk Management Committee, and the Nominating, Governance and Corporate Responsibility Committee.

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OUR PAY

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation and Human Capital Committee of our Board oversees our compensation programs for executive officers and other employees. This Compensation Discussion and Analysis (“CD&A”) explains the Compensation and Human Capital Committee’s compensation philosophy, summarizes our executive compensation program, and describes compensation decisions for Life Storage’s named executive officers (the “Named Executive Officers”) during 2021. All share, per share, and performance-based award amounts in this “Compensation Discussion and Analysis” section, including all tables in this section, have been adjusted to reflect the impact of the three-for-two distribution of common stock announced by the Company on January 4, 2021 and distributed on January 27, 2021 to shareholders of record on January 15, 2021.

Our Named Executive Officers

The Company’s Named Executive Officers for 2021, known as the “NEOs,” are:


Name		Title

Joseph V. Saffire		Chief Executive Officer

Andrew J. Gregoire		Chief Financial Officer and Secretary

Edward F. Killeen		Chief Operating Officer through December 31, 2021

2022 Leadership Transition

On December 31, 2021, Edward F. Killeen retired as Chief Operating Officer of the Company and in connection therewith, the Company and Mr. Killeen entered into a separation agreement. The separation agreement provided that Mr. Killeen vested in certain restricted shares and a pro-rata portion of shares under previously issued performance awards as of his retirement date.

The Company appointed David P. Dodman as Chief Operating Officer of the Company effective January 1, 2022.

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Fiscal 2021 in Review


		Life Storage delivered strong performance. Life Storage achieved a Company record 1-year total shareholder return (“TSR”) for 2021 and a sector leading TSR among all U.S. public self-storage REITs for the four-year period ending December 31, 2021. Our 1-year TSR as of December 31, 2021 was 98.5%, and our 4-year TSR was 202%.		2021 TSR 98.5% 2021 WHOLLY - OWNED / JOINT VENTURE ACQUISITIONS $2.3 BILLION ADJUSTED FFO/SHARE $5.07 ADJUSTED FFO PER SHARE GROWTH 27.7% 2021 SAME STORE REVENUE GROWTH 14.1% 2021 SAME STORE NOI¹ GROWTH 19.4%
		Record acquisition volume. Life Storage continued to accelerate growth throughout 2021 closing a record $2.3 billion in wholly owned and joint venture acquisitions. 2021’s record year of acquisitions also pushed us beyond the 1,000-store threshold finishing the year at 1,076 self-storage locations across 35 states.
		Strong adjusted Funds from Operations¹ (“FFO”) growth. Life Storage achieved sector leading adjusted FFO growth for 4Q 2021 and ranked amongst the top of our peer group for 2021. During 4Q 2021 we grew adjusted FFO 31.8%, and 27.7% for 2021.
		Compensation program is performance oriented and shareholder aligned. Our CEO received 66% of his 2021 compensation through equity awards, and 47% of his 2021 compensation was performance-conditioned.
		Annual incentives paid at 160% of base salary for each Named Executive Officer. We do not set targets for annual incentives as a percentage of base salary; rather, we create opportunities in three areas – absolute adjusted funds from operations, relative adjusted FFO, and personal performance. Management delivered strong performance in each of these three areas in 2021.
		Long-term incentives, based on relative TSR, paid at 175% and 188% of target. In May 2018, the Company granted special performance-based awards to Mr. Saffire at that time in recognition of Mr. Saffire’s efforts as the Company’s Chief Investment officer at that time. This award was made in addition to the typical annual performance-based awards granted to the Company’s executive officers in December 2018. As a result, there are two long-term incentives that completed their performance period in 2021, one in May 2021 and the other in December 2021. The Company’s strong relative TSR performance led to above-target payouts on both awards.

Funds from Operations (“FFO”) and Net Operating Income (“NOI”) are non-GAAP measures. Refer to pages 26-29 of our 2021 Annual Report on Form 10-K filed on February 22, 2022 for information regarding FFO and

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NOI, including the Company’s definitions of such terms and reconciliations of such amounts to their respective most directly comparable GAAP measures.

Our Company

Life Storage, Inc. is a fully integrated, self-administered and self-managed REIT that acquires and manages self-storage properties throughout the United States. Headquartered in Buffalo, New York, the Company employs over 2,200 people and operates over 1,075 self-storage facilities encompassing over 78 million square feet in 35 states.

As a real estate investment and management company, the Company’s long-term success depends on its ability to acquire, improve, operate, manage and finance self-storage properties in a manner that will enhance shareholder value, market presence, and operational efficiency. Competitive and marketplace pressures require constant improvements to productivity, innovation in providing customer service, and optimal allocation of capital resources. To achieve these goals, it is critical that the Company be able to attract, motivate, and retain highly talented individuals at all levels of the organization with appropriate skill sets who are committed to the Company’s core values of teamwork, respect, accountability, innovation, and integrity.

Fiscal 2021 Financial and Strategic Performance Highlights

Life Storage delivered strong performance in 2021. The Company’s 2021 achievements include:

•

Generated net income attributable to common shareholders of $249.3 million, or $3.17 per fully diluted common share

•

Achieved adjusted FFO per fully diluted common share of $5.07, a 27.7% increase over the same period in 2020

•

Increased same store revenue by 14.1% and same store net operating income by 19.4%, year-over-year

•

Acquired 112 wholly owned stores for $1,696.3 million, including 31 stores from the Company’s third-party management and joint venture platforms

•

With our joint venture partners, acquired 30 stores for a total cost of approximately $611 million, of which the Company invested $81 million

•

Added 103 stores (gross) to the Company’s third-party management platform; the Company grew its third-party management portfolio 11% in 2021 despite acquiring 31 previously managed stores

•

Completed a $600 million offering of 2.4% Senior Unsecured Notes due 2031

Compensation Philosophy

The Company’s compensation philosophy is to provide compensation programs that reward its executive officers for improving operating results and profitability and align management’s interests with those of shareholders. Compensation is designed to reward achievement of short- term goals and motivate the executive officers and other

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employees to create long- term shareholder value and increase total shareholder return. The Company’s incentive compensation program also promotes growth through selective acquisitions and improvements and enhancements to existing properties, obtaining a low cost of funds, improving operating efficiencies through technical innovation and developing additional revenue contributions through management of properties owned by third parties, and by expanding value-added services to individual and commercial customers.

Our key goal in designing our executive compensation programs is to incentivize decisions and behavior that build long-term shareholder value. The following principles help guide us in designing our pay programs:


Principle		How we achieve this
Pay should be linked to performance		✓ Reward performance that correlates to long-term shareholder value over time by shifting the majority of compensation to long-term incentive awards ✓ Differentiate individual compensation based on current and prospective contributions and demonstrated leadership behaviors
Incentivize behaviors and performance that support our strategic objectives		✓ Short- and long-term incentives tied to the achievement of performance objectives that support progress toward our long-range business objectives ✓ Utilize financial and operational quantitative metrics that are transparent and easily understood
Compensation programs aligns with best governance practices		✓ Encourage initiatives and results consistent with our governing principles, including DEI and ESG ✓ Promote responsible risk taking in line with balance sheet and core value drivers
Compensation opportunities competitive with the market		✓ Reference competitive market compensation information to appropriately compensate executives based on experience, skills and performance.

Components of Compensation

The Compensation and Human Capital Committee believes the Company’s compensation programs provide an effective blend of components necessary to reward the achievement of short-term goals and to create long-term shareholder value. The program includes objective performance metrics based primarily upon FFO, one of the key drivers in the real estate investment trust industry, long-term incentives through the use of restricted shares with reasonably long vesting periods, long-term performance-based awards, and an individual performance element which provides the Compensation and Human Capital Committee with flexibility to meet changing needs and demands while accounting for cyclicality in the Company’s core business. In addition to rewarding current returns, the programs incentivize long-term growth, emphasizing a strong balance sheet and investment grade credit ratings. The Compensation and Human Capital Committee adjusts the compensation policies from time to time to meet changing conditions. Over

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the last several years, the Company’s compensation programs for the NEOs have been modified to more directly reflect pay for performance. Two-thirds of the potential annual incentive bonus for the NEOs is based upon targeted FFO per share and comparative FFO, and one-third of such bonus is based on individual performance factors. The bonus is subject to a clawback in certain cases. Also, long- term incentive compensation grants are made in a manner that directly links executive payouts with relative TSR.

Our compensation program consists of three basic elements: base salary, annual cash incentive (bonus), and long-term incentive awards as summarized below:


Compensation Element (CEO/Other NEOs Allocation at Target)		Structure/Attributes

Base Salary (13% CEO / 20% Other NEOs) Provides a competitively benchmarked fixed level of compensation		• Competitively benchmarked
		• Increases consider individual and Company’s performance
Annual Cash Incentive (21% CEO / 32% Other NEOs) Based on absolute and relative funds from operations and individual performance evaluation		• Based on corporate and individual performance results, comprised of:
		• 1/3 based on Funds from Operations
		• 1/3 based on Relative Funds from Operations
		• 1/3 based on Individual Performance Evaluation
		• Payouts are capped at 180% of base salary
Long-Term Incentives (66% CEO / 48% Other NEOs) Designed to align with shareholder value creation and to support retention		• Delivered in a 50/50 mix of performance awards and time-based restricted shares
		• Performance awards vest over a three-year performance period based on achievement of relative TSR goals
		• Time-based restricted shares vest in annual equal installments over a five-year vesting period

Independent Pay Governance

Role of the Compensation and Human Capital Committee

The Compensation and Human Capital Committee has oversight responsibility over the Company’s executive compensation programs, determines compensation of the executive officers on an annual basis, and provides guidance regarding the Company’s overall executive compensation programs.

The Compensation and Human Capital Committee uses a consistent approach to determine the compensation of each NEO. Despite their different roles, the Compensation and Human Capital Committee considers the NEOs to be a team with complementary skill sets and expects them to work together to achieve Company objectives. Accordingly, the

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Company uses the same suite of compensation components for each of the NEOs in order to maintain executive alignment amongst the executive team. In making decisions on the individual compensation for each officer, the Compensation and Human Capital Committee also considers, among other items, specific job responsibility, title, performance and contributions made to the Company, competitive conditions and relationship of compensation to other officers. Overall, the executive compensation approach reflects the Compensation and Human Capital Committee’s team approach and reflects the Compensation and Human Capital Committee’s desire to have the NEOs work together to achieve common goals.

Role of the Independent Compensation Consultant

Under its charter, the Compensation and Human Capital Committee has the authority, in its sole discretion, to retain or obtain the advice of a compensation consultant. Such committee determined to retain Longnecker as its independent compensation consultant in 2021. The Compensation and Human Capital Committee did not engage any other consultants to provide executive compensation consulting services on its behalf during the 2021 fiscal year.

Our Independent Consultant assists the Compensation and Human Capital Committee in developing a competitive total compensation program that is consistent with our philosophy of goal-oriented pay for performance and that allows us to attract, retain and motivate talented executives. For 2021, Longnecker’s services included providing an annual analysis of the compensation of our officers and directors, and their counterparts at peer companies. The analysis compares each element of compensation and total direct compensation awarded by Life Storage and by our peers to our respective executive officers and directors. In addition, for 2021, Longnecker helped the Compensation and Human Capital Committee consider the allocation between annual incentive pay and long-term equity-based compensation and between the types of long-term equity-based incentive awards. Longnecker reports exclusively to the Compensation and Human Capital Committee. The Compensation and Human Capital Committee reviews Longnecker’s independence on an annual basis. In 2021, as in previous years, the Compensation and Human Capital Committee determined that there were no conflicts of interest involving Longnecker as a result of any current, historical, or pending engagement. Specifically, the Compensation and Human Capital Committee determined that Longnecker was an independent adviser based on the following considerations:

•

Our Independent Consultant supplies no services to Life Storage other than those as advisor to the Compensation and Human Capital Committee.

•

Our Independent Consultant has implemented a stock trading policy to prevent its consultants from trading client stock inside of client black-out trading periods. Additionally, if any consultants purchase Life Storage stock, the owners of Longnecker must be notified as well as Life Storage.

•

Neither Longnecker nor its representatives to Life Storage maintains any business or personal relationship with any Life Storage executive officer or Compensation and Human Capital Committee member that would adversely impact our Independent Consultant’s independence or that would create any conflict of interest.

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•

Neither our Independent Consultant nor its representatives to Life Storage (including their immediate family members) owns any Life Storage stock.

•

Life Storage’s fees to its Independent Consultant in 2021 amounted to less than 1% of Longnecker’s total 2021 annual revenue.

The Compensation and Human Capital Committee continues to monitor the independence of its compensation consultant on a periodic basis.

2021 Say-on-Pay Vote

At the Company’s 2021 Annual Meeting, the Company held a non-binding Shareholder advisory vote on executive compensation (“say-on-pay”). The Company’s Shareholders approved the compensation of the Company’s executive officers with approximately 94% of voted shares cast in favor of the say-on-pay resolution. As part of its executive compensation discussions, the Compensation and Human Capital Committee has reviewed the results of the 2021 say-on-pay vote and considered it to be supportive of the Company’s compensation practices. In light of such strong Shareholder support and recent modifications the Compensation and Human Capital Committee made in compensation programs to directly reflect pay for performance, the Compensation and Human Capital Committee determined that fundamental changes in the Company’s compensation policies were not necessary in 2021. The Company has held an advisory vote on executive compensation every year since 2011. At the Company’s 2017 Annual Meeting, the Company’s Shareholders expressed a preference that advisory votes on executive compensation continue to occur every year. Consistent with this preference, the Board of Directors has determined to continue the practice of having such an advisory vote every year. The Company does not plan to time, and has not timed, its release of material non-public information for the purpose of affecting the value of executive compensation.

Process for Determining Executive Compensation

The Compensation and Human Capital Committee generally reviews and makes its decisions regarding the annual compensation of our NEOs at its regular meetings. These decisions include determining annual incentive plan award payouts for the prior year’s performance and adjustments to base salary, establishing incentive opportunities and applicable performance objectives for the current year’s annual incentive plan awards and granting long-term equity-based incentive awards for the current year. The Compensation and Human Capital Committee also adjusts compensation as necessary at other times during the year, such as in the case of promotions, other changes in employment status, significant corporate events, or for competitive purposes. The Compensation and Human Capital Committee assesses each NEO’s impact during the year and overall value to Life Storage, specifically considering:

•

The NEO’s leadership skills;

•

Recommendations from our CEO (discussed in the following paragraphs) and the independent compensation consultant;

•

Impact on strategic initiatives;

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•

Performance in the NEO’s primary area of responsibility;

•

The NEO’s role and trajectory in succession planning and development; and

•

Other intangible qualities that contribute to corporate and individual success.

Annually, our CEO provides the Compensation and Human Capital Committee with an evaluation of his own performance that is based, in large part, upon the Company’s performance, as well as his broad leadership roles as CEO and our lead representative to the investment community. The Compensation and Human Capital Committee evaluates our CEO on these and other criteria, and his total compensation package is determined entirely by the Compensation and Human Capital Committee, based on its evaluation and input from the compensation consultant, and reflects his performance, Life Storage’s performance and competitive industry practices. Each year, our CEO evaluates each of the other NEOs and makes compensation recommendations to the Compensation and Human Capital Committee. In developing his recommendations, the CEO considers input from internal compensation experts, as well as performance against the Company’s performance metrics and each NEO’s performance against his or her individualized goals. The compensation consultant reviews and provides comments to the Compensation and Human Capital Committee on our CEO’s recommendations.

Life Storage, Inc. 2022 Proxy Statement

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2021 Compensation Peer Group

The Compensation and Human Capital Committee refers to data regarding compensation awarded to similarly situated officers by companies in the Compensation Peer Group (as defined below) to ensure that our NEOs’ base salaries, target annual incentive award opportunities and equity grants are competitive and reasonably aligned to the external market. This Peer Group is intended to reflect North American based REITs that compete with Life Storage for executive talent and have comparable activity/scope of operations (the “Compensation Peer Group”). This group was developed taking into consideration metrics including revenue, market capitalization, enterprise value, investment strategy, earnings before interest, taxes, depreciation and amortization (“EBITDA”), comparability of asset portfolio, optical perspectives and the availability of compensation data. The composition of the Compensation Peer Group is reviewed annually to ensure competitive alignment and comparability. For 2021, in order for Life Storage to rank at or close to the median of the Compensation Peer Group with respect to the key metrics of revenue, market capitalization and enterprise value, the Compensation and Human Capital Committee, in consultation with its independent compensation consultant, made adjustments to the 2020 Compensation Peer Group is as follows:


Company	2020 Peer Group	2021 Peer Group
Brandywine Realty Trust	●	●
Camden Property Trust	●	●
Cousins Properties Incorporated	●	●
CubeSmart	●	●
EastGroup Properties, Inc.	●	●
Extra Space Storage Inc.	●	●
Lexington Realty Trust	●	●
Liberty Property Trust	●
Mack-Cali Realty Corporation	●
National Storage Affiliates Trust	●	●
PS Business Parks, Inc.	●	●
STAG Industrial, Inc.	●	●

In December 2021, the Compensation and Human Capital Committee, with the assistance of its independent compensation consultant, approved the peer group for fiscal 2022. Two companies, Lexington Realty Trust and PS Business Parks, Inc. were removed due to size and business model comparison. Three companies, American Campus Communities, Inc., CyrusOne Inc. and Highwoods Properties, Inc., were added due to financial similarity.

Life Storage, Inc. 2022 Proxy Statement

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2021 Compensation Components

Our executive compensation program consists of three main components: base salary, annual cash incentive (bonus), and long-term incentive awards which include both time-based and performance-based equity awards. The Compensation and Human Capital Committee has also adopted guidelines for the structure and administration of these programs. Below are the components of our compensation program along with the relative weight of each component for our CEO:

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Base Salary

The Compensation and Human Capital Committee annually reviews executive officer base salary levels, typically at the beginning of the year, with a goal of providing competitive, fixed cash compensation. The Compensation and Human Capital Committee generally seeks to maintain executive base salaries near the median level of salaries for comparable positions in the Compensation Peer Group (as defined below). Due to Life Storage’s continuing strong operating results, the comparison to external and internal pay levels, and expected increases in base pay of executives at the Compensation Peer Group companies and the rate of pay increases for our non-executive officers, the 2020 and 2021 base salaries for our NEOs serving as of December 31, 2021 were as follows:


Name	2020 Base Salary		2021 Base Salary		Difference		% Difference

Joseph V. Saffire	$	600,000	$	680,000	$	80,000		13.3	%

Andrew J. Gregoire	$	435,000	$	450,000	$	15,000		3.4	%

Edward F. Killeen	$

SEC Form DEF 14A filed by Life Storage Inc.