0001618563FALSEDEF 14A00016185632023-01-012023-12-310001618563nsa:FischerMember2023-01-012023-03-31iso4217:USD0001618563nsa:CramerMember2023-04-012023-12-31nsa:fFOPerShare0001618563nsa:FischerMember2022-01-012022-12-3100016185632022-01-012022-12-310001618563nsa:FischerMember2021-01-012021-12-3100016185632021-01-012021-12-310001618563nsa:FischerMember2020-01-012020-12-3100016185632020-01-012020-12-3100016185632023-01-012023-03-3100016185632023-04-012023-12-310001618563nsa:FischerMembernsa:NSAEquityAwardsReportedValueMemberMemberecd:PeoMember2023-01-012023-03-310001618563nsa:NSAEquityAwardsReportedValueMemberMembernsa:CramerMemberecd:PeoMember2023-04-012023-12-310001618563ecd:NonPeoNeoMembernsa:NSAEquityAwardsReportedValueMemberMember2023-01-012023-12-310001618563nsa:FischerMembernsa:NSAEquityAwardsGrantedDuringTheYearUnvestedMemberMemberecd:PeoMember2023-01-012023-03-310001618563nsa:CramerMembernsa:NSAEquityAwardsGrantedDuringTheYearUnvestedMemberMemberecd:PeoMember2023-04-012023-12-310001618563ecd:NonPeoNeoMembernsa:NSAEquityAwardsGrantedDuringTheYearUnvestedMemberMember2023-01-012023-12-310001618563nsa:FischerMembernsa:NSAEquityAwardsGrantedInPriorYearsUnvestedMemberMemberecd:PeoMember2023-01-012023-03-310001618563nsa:NSAEquityAwardsGrantedInPriorYearsUnvestedMemberMembernsa:CramerMemberecd:PeoMember2023-04-012023-12-310001618563ecd:NonPeoNeoMembernsa:NSAEquityAwardsGrantedInPriorYearsUnvestedMemberMember2023-01-012023-12-310001618563nsa:FischerMembernsa:EquityAwardsGrantedDuringTheYearVestedMemberMemberecd:PeoMember2023-01-012023-03-310001618563nsa:EquityAwardsGrantedDuringTheYearVestedMemberMembernsa:CramerMemberecd:PeoMember2023-04-012023-12-310001618563ecd:NonPeoNeoMembernsa:EquityAwardsGrantedDuringTheYearVestedMemberMember2023-01-012023-12-310001618563nsa:FischerMembernsa:NSAChangeInFairValueOfEquityAwardsGrantedInPriorYearsThatVestedInCoveredYearMemberecd:PeoMember2023-01-012023-03-310001618563nsa:NSAChangeInFairValueOfEquityAwardsGrantedInPriorYearsThatVestedInCoveredYearMembernsa:CramerMemberecd:PeoMember2023-04-012023-12-310001618563nsa:NSAChangeInFairValueOfEquityAwardsGrantedInPriorYearsThatVestedInCoveredYearMemberecd:NonPeoNeoMember2023-01-012023-12-310001618563nsa:FischerMembernsa:NSAFairValueAsOfPriorYearEndOfEquityAwardsGrantedInPriorYearsThatFailedToVestInCoveredYearMemberecd:PeoMember2023-01-012023-03-310001618563nsa:NSAFairValueAsOfPriorYearEndOfEquityAwardsGrantedInPriorYearsThatFailedToVestInCoveredYearMembernsa:CramerMemberecd:PeoMember2023-04-012023-12-310001618563ecd:NonPeoNeoMembernsa:NSAFairValueAsOfPriorYearEndOfEquityAwardsGrantedInPriorYearsThatFailedToVestInCoveredYearMember2023-01-012023-12-310001618563nsa:FischerMembernsa:NSADollarValueOfDividendsEarningPaidOnEquityAwardsInTheCoveredYearMemberecd:PeoMember2023-01-012023-03-310001618563nsa:NSADollarValueOfDividendsEarningPaidOnEquityAwardsInTheCoveredYearMembernsa:CramerMemberecd:PeoMember2023-04-012023-12-310001618563ecd:NonPeoNeoMembernsa:NSADollarValueOfDividendsEarningPaidOnEquityAwardsInTheCoveredYearMember2023-01-012023-12-310001618563nsa:FischerMembernsa:NSAExcessFairValueForEquityAwardModificationsMemberecd:PeoMember2023-01-012023-03-310001618563nsa:NSAExcessFairValueForEquityAwardModificationsMembernsa:CramerMemberecd:PeoMember2023-04-012023-12-310001618563ecd:NonPeoNeoMembernsa:NSAExcessFairValueForEquityAwardModificationsMember2023-01-012023-12-31000161856312023-01-012023-12-31000161856322023-01-012023-12-31000161856332023-01-012023-12-31


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
(Amendment No. )
Filed by the Registrant x    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))
x    Definitive Proxy Statement
¨    Definitive Additional Materials
¨    Soliciting Material under §240.14a-12
National Storage Affiliates Trust
(Name of Registrant as Specified In Its Declaration of Trust)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
x    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.











NSA-Proxycover-WithBleed-FINAL for Proof_001.jpg





NSA Logo v2.jpg

Dear fellow shareholders:

During our nine years operating as a public company, National Storage Affiliates has maintained a commitment to growth and positive change. In 2023, that focus resulted in important achievements that we believe strategically position the Company for future success.

In 2023, we:

Sold assets to improve our portfolio concentration in attractive markets and reduce our exposure to slower growing markets and assets;
Utilized asset sale proceeds to reduce our floating rate debt exposure, free up our revolving line of credit and buy back common shares;
Formed a new joint venture to access additional investment capital; and
Invested in our data warehouse and new AI technology to enhance our operating model and drive efficiencies.

These accomplishments would not have been possible without the hard work of our over 1,000 employees and the continued partnership of our PROs. As we enter our tenth year as a public company, we are diligently focused on advancing our People, Process and Platform initiatives to drive value for our shareholders and all stakeholders.

As our business evolves, so too does our governance. In February, we welcomed a new independent trustee, Lisa Cohn, to our board of trustees, and in March, we increased the size of our board from 11 to 12 trustees and nominated Michael Schall to stand for election at our 2024 annual meeting of shareholders as an independent trustee. We have also revamped our proxy statement, making changes to organization and formatting to enhance transparency and improve readability.

We hope these changes will be helpful as you consider your vote ahead of our 2024 annual meeting of shareholders, which will be held virtually on Monday, May 13, 2024 at 11:00 a.m., mountain daylight time. We are pleased to invite you to attend that meeting and, in all events, we encourage you to have your say in our governance and direction by voting your shares.

Thank you for your continued support and investment in National Storage Affiliates.

Tammy's signature.jpg
Dave's Signature v7.jpg
Tamara D. Fischer
Executive Chairperson
    David G. Cramer
    President, Chief Executive Officer and Trustee






NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 13, 2024
To the Shareholders of National Storage Affiliates Trust:
We invite you to attend the 2024 annual meeting of shareholders (the "Annual Meeting") of National Storage Affiliates Trust, a Maryland real estate investment trust (the "Company," "we," "our" or "us").
Meeting Date:
May 13, 2024
Time:
11:00 a.m., Mountain Daylight Time (MDT)
Location:
The Annual Meeting will be held virtually at www.virtualshareholdermeeting.com/NSA2024.
Record Date:
March 15, 2024
Items of Business:
1. Election of Twelve Trustees to the Company's Board of Trustees
2. Ratification of Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for 2024
3. Non-Binding Advisory Resolution to Approve Executive Compensation
4. Non-Binding Advisory Resolution to Approve the Frequency of Holding an Advisory Vote on Executive Compensation
5. Approval of the National Storage Affiliates Trust 2024 Equity Incentive Plan
6. Transaction of Other Business that Properly Comes Before the Annual Meeting
Our board of trustees recommends that you vote FOR each of Items 1, 2, and 3, FOR "Every Year" for Item 4, and FOR Item 5.
How to Vote:This proxy statement includes information on how to vote your common shares.
Your proxy is being solicited by our board of trustees.
We hope that all shareholders who can do so will attend the Annual Meeting in person via the live webcast. Whether or not you plan to attend, we urge you to promptly submit your proxy or voting instructions to help the Company avoid the expense of follow-up mailings and ensure the presence of a quorum at the Annual Meeting.
By Order of the Board of Trustees,
Tiffany's signature (cropped).jpg
Tiffany S. Kenyon
Executive Vice President, Chief Legal Officer, and Secretary

Greenwood Village, Colorado
March 29, 2024
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 13, 2024. The Proxy Statement, our 2023 Annual Report to Shareholders, and the means to vote electronically at the Annual Meeting or by Internet, telephone or mail are available at www.proxyvote.com. You will need to enter the control number found on your proxy card to access these materials via the Internet.





TABLE OF CONTENTS



NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
2



OUR BOARD

WHO WE ARE
As summarized below, our trustees and trustee nominees have unusually deep industry-specific operating expertise as well a wide, varied, and complementary set of skills, experiences, and attributes. The information about our trustees and trustee nominees is current as of March 15, 2024. We refer to our company as the "Company," "NSA", "we," "our" or "us".

Fischer.jpg

Tamara D. Fischer
Age: 68
EXPERIENCE
2013 - Present
Executive Chairperson of NSA since April 2023
Prior roles at NSA include Chief Executive Officer ("CEO") (January 2020 – March 2023), President (July 2018 – June 2022), and Chief Financial Officer (2013 – December 2019)
2004 -2008
Executive Vice President & Chief Financial Officer of Vintage Wine Trust, Inc., a triple net lease real estate investment trust ("REIT") focused on real estate assets related to the U.S. domestic wine industry
1993 - 2003
Executive Vice President & Chief Financial Officer of Chateau Communities, Inc., one of the largest REITs in the manufactured home community sector
PUBLIC COMPANY AND OTHER BOARDS
NSA, since 2020
Mid-America Apartment Communities, Inc. (NYSE: MAA), since 2023
Member of audit committee and real estate investment committee
Duke Realty Corporation (NYSE: DRE) (2020 – 2022)
JLL Income Property Trust, Inc., since 2023
National Self Storage Association, since 2020
Past Chairperson of the Board
Nareit Executive Board, since 2020
QUALIFICATIONS AND EXPERTISE
Certified public accountant (inactive)
Bachelor of arts, business administration, Case Western Reserve University
Financial expertise and extensive experience with self storage, real estate investments and the REIT industry
.


NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
3



Nordhagen.jpg

Arlen D. Nordhagen
Age: 67
EXPERIENCE
2013 - Present
Vice Chairperson of NSA since April 2023
Founder of NSA
Prior roles at NSA include CEO (2013 - December 2019), Executive Chairman (January 2020 - March 2023), Chairman (April 2015 - December 2019), and Chairman of the Board of Managers of NSA's sole trustee (pre-April 2015)
1988 - 2014
Co-founded SecurCare Self Storage, Inc. ("SecurCare"), one of our participating regional operators ("PROs") until March 2020
President and CEO of SecurCare (2000 - 2014)
Prior Other Experience
Founder of MMM Healthcare, Inc., the largest provider of Medicare Advantage health insurance in Puerto Rico
Managing member of various private investment funds and held various managerial positions at DuPont and Synthetech, Inc.
PUBLIC COMPANY AND OTHER BOARDS
NSA, since 2015
QUALIFICATIONS AND EXPERTISE
Masters of business administration, with high distinction, Harvard University
Bachelor of science, chemical engineering, summa cum laude, University of North Dakota
Over 30 years of experience in the self storage sector; grew SecurCare to over 150 self storage properties
Extensive real estate investment, operations, financial and REIT industry expertise


David Cramer (croppedv2).jpg

David G. Cramer
Age: 59
EXPERIENCE
2020 - Present
CEO of NSA since April 2023
President of NSA since July 2022
Prior roles at NSA include Chief Operating Officer (2020 - April 2023)
1998 - 2020
President and CEO of SecurCare (2014 - 2020)
Prior roles at SecurCare include Chief Operating Officer and director of operations
Prior Other Experience
Founding board member of FindLocalStorage.com, an industry digital marketing consortium
Served on NSA's PRO Advisory Committee and Chairperson of NSA's Technology and Best Practices Group since NSA's formation
PUBLIC COMPANY AND OTHER BOARDS
NSA, since 2023
SBOA TI Reinsurance Ltd., a Cayman Islands exempted company, in which we have an approximate 6% ownership interest
QUALIFICATIONS AND EXPERTISE
Over 25 years of experience in the self storage sector
Extensive real estate investment, acquisitions, operations and digital marketing expertise

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
4



Lisa Cohn Headshot - cropped v5.jpg

Lisa R. Cohn
Age: 55
EXPERIENCE
2020 - Present
President & General Counsel of Apartment Income REIT Corp. (NYSE: AIRC), with responsibility for governance, information technology and process innovation, human resources, and legal
2002 - 2020
Various leadership roles with Aimco (NYSE: AIV), including most recently as Executive Vice President, General Counsel and Secretary, with responsibility for construction services, asset quality and service, insurance, risk management, human resources, property dispositions nationwide, and Aimco’s acquisition activities in the western region
Previously served as chairperson of Aimco’s investment committee
Prior Other Experience
Attorney at Hogan & Hartson LLP (now Hogan Lovells), with an emphasis on public and private transactional work, public equity offerings and venture capital financing
Federal judicial clerk
PUBLIC COMPANY AND OTHER BOARDS
NSA, since February 2024
Nareit Advisory Board of Governors
BBYO, since 2022
Craig Hospital Foundation, since 2018
Chairperson of Finance and Investment Committee
Rose Community Foundation (2010 - 2020)
Denver Jewish Day School (2008 - 2016)
Chairperson of Board of Trustees (2012 - 2015)
QUALIFICATIONS AND EXPERTISE
Juris Doctor degree, cum laude, Harvard Law School
Bachelor's degree, public policy, with honors and distinction, Stanford University
Extensive legal expertise and experience with REITs, corporate governance, business operations and strategy


NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
5



Hylbert.jpg

Paul W. Hylbert, Jr.
Age: 79
EXPERIENCE
2011 - Present
Chairman of Kodiak Building Partners, LLC ("Kodiak"), a building products distribution platform
Prior roles at Kodiak include CEO (2011 - 2014)
2007 - 2010
President & CEO of ProBuild Holdings, Inc., a national fabricator and distributor of building products and a subsidiary of Fidelity Capital
2000 - 2006
President & CEO of Lanoga Corporation, one of the top U.S. retailers of lumber and building materials, until acquired by Fidelity Capital
1991991 to 2000
President & Co-CEO of PrimeSource Building Products, a national fabricator, packager and distributor of building products (1991 - 1997), after which the company was sold and Mr. Hylbert served as President (1997 - 2000)
Prior Other Experience
CEO of Wickes Europe, Wickes Lumber, and Sequoia Supply subsidiaries of Wickes, Inc. before leading a leveraged buy-out of Sequoia Supply to form PrimeSource Building Products in 1987
PUBLIC COMPANY AND OTHER BOARDS
NSA, since 2015
Lead independent trustee since 2016
QUALIFICATIONS AND EXPERTISE
Masters of business administration, University of Michigan
Bachelor of arts, Denison University
Extensive experience in acquisitions and "roll-up" transactions
Over 40 years of experience as an officer or director of numerous companies


NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
6



Meisinger.jpg

Chad L. Meisinger
Age: 56
EXPERIENCE
2006 - Present
Founder & CEO of Over The Top (OTT) Marketing, which provides multi-location businesses with large scale, inbound digital customer acquisition services that are delivered through a proprietary software platform
2015 - 2017
Founder, President & CEO of IP Dynamx
2011 - 2014
Developed more than 40 chiropractic clinics throughout Los Angeles County with regional development rights for The Joint Corp.
2006 - 2009
Head of affiliate sales and marketing for Google Radio, which he joined after serving as a key investor and chief marketing officer of dMarc Broadcasting, which was acquired by Google Radio in 2006 for $1.2 billion in cash and performance incentives
1999 - 2005
Co-founder, Chairman & CEO of First MediaWorks, which provided the radio industry with a proprietary software platform and marketing services to help increase ratings and revenue and which was sold to Mediaspan in 2005
Prior Other Experience
Co-founded Thinique Medical Weight Loss in 2013 and built to over 200 franchised units within a year before selling to one of his co-founders
Beginning in 1995, co-founder, CEO and board trustee of First Internet Franchise Corporation, the first Internet Service Providers (ISP) franchisor in the world with hundreds of franchise territories licensed worldwide
PUBLIC COMPANY AND OTHER BOARDS
NSA, since 2015
QUALIFICATIONS AND EXPERTISE
Extensive digital marketing, technology, cybersecurity and franchising experience and strong entrepreneurial character


NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
7



Osgood.jpg

Steven G. Osgood
Age: 67
EXPERIENCE
2008 - Present
CEO of Square Foot Companies, LLC, a Cleveland, Ohio based private real estate company focused on single tenant properties
Adjunct Professor, Georgetown University (January 2024 - Present)
2007 - 2008
Chief Financial Officer of DuPont Fabros Technology, Inc., a Washington, DC based REIT that owned, operated and developed data center properties, which merged with Digital Realty Trust Inc. in 2017
2006 - 2007
Chief Financial Officer of Global Signal, Inc., a Sarasota, Florida based REIT that was acquired by Crown Castle International Corp. in 2007
2004 - 2006
President & Chief Financial Officer of U-Store-It Trust (now CubeSmart), a Cleveland, Ohio based self storage REIT
1993 - 2004
Chief Financial Officer of the Amsdell Companies, the predecessor of U-Store-It
Prior Other Experience
Manager of All Stor Storage, LLC (liquidated)
Member of the audit staff of Touche Ross & Co. (1978 - 1982)
PUBLIC COMPANY AND OTHER BOARDS
NSA, since 2015
Chairperson of Finance Committee
Hannon Armstrong Sustainable Infrastructure Capital, Inc. (NYSE: HASI)
 Chairperson of audit committee and member of compensation committee
Alzheimer's Impact Movement
QUALIFICATIONS AND EXPERTISE
Former certified public accountant
Masters of business administration, University of San Diego
Bachelor of science, Miami University
Extensive self storage, real estate, finance, and public company expertise



NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
8



Palazzo.jpg

Dominic M. Palazzo
Age: 68
EXPERIENCE
1982 - 2011
Various roles at PricewaterhouseCoopers LLC ("PwC"), including most recently as audit partner
Responsible for real estate practice in Denver, Colorado office
Expertise in due diligence, mergers and acquisitions, public equity and debt offerings, corporate restructurings and financings
Clients included Chateau Communities, Affordable Residential Communities, and other private real estate companies
Served real estate clients developing different types of real estate assets, including multi-family, office, hotels and resort properties
Responsible for the initial public offering of Affordable Residential Communities in 2004
Served in the PwC National Accounting and SEC Directorate in New York City, performing technical accounting consultations and research for PwC
Prior Other Experience
Past president of the Executive Real Estate Roundtable
Former member of the Colorado Society of CPAs and the American Institute of Certified Public Accountants
PUBLIC COMPANY AND OTHER BOARDS
NSA, since 2015
Chairperson of Audit Committee
QUALIFICATIONS AND EXPERTISE
Bachelor of science, accounting, DePaul University
Over 34 years of combined experience in public accounting and industry
Extensive real estate public accounting experience


Michael J. Schall - cropped.jpg

Michael J. Schall
Age: 66
EXPERIENCE
1993 - 2023
President & CEO of Essex Property Trust, Inc. (2011 - 2023)
Prior roles at Essex Property Trust, Inc. include Senior Executive Vice President & Chief Operating Officer (2005 - 2010) and Chief Financial Officer (1993 - 2005)
Prior Other Experience
Chief Financial Officer of Essex Property Corporation, the predecessor to Essex Property Trust, Inc.
Joined The Marcus & Millichap Company in 1986
Director of finance for Churchill International, a technology-oriented venture capital company (1982 -1986)
Member of the audit department at Ernst & Young (then known as Ernst & Whinney), specializing in the real estate and financial services industries (1979 - 1982)
PUBLIC COMPANY AND OTHER BOARDS
Essex Property Trust, Inc. (NYSE: ESS), since 1994
Pebblebrook Hotel Trust, Inc. (NYSE: PEB), since 2009
Member of compensation committee and nominating and corporate governance committee
Former member of Nareit Executive Board of Governors
Member of National Multifamily Housing Council
Member of American Institute of CPAs
QUALIFICATIONS AND EXPERTISE
Bachelor of science, University of San Francisco
Certified public accountant (inactive)
Extensive REIT, finance, business operations and strategy expertise

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
9





Steinfort.jpg

Rebecca L. Steinfort
Age: 54
EXPERIENCE
2018 - 2023
CEO of Eating Recovery Center/Pathlight Behavioral Health ("ERC"), a national healthcare services provider focused on treating patients suffering from behavioral health conditions
Prior roles at ERC include President and Chief Operating & Business Development Officer
2015 - 2016
CEO of Hero Management LLC, a leading provider of healthcare practice management services for dental, orthodontic and vision care practices that serve the pediatric Medicaid population
2009 - 2015
Various positions at DaVita Healthcare Partners ("DaVita"), including Co-Founder and Chief Operating Officer of DaVita's primary-care subsidiary and Chief Strategy and Marketing Officer of DaVita's dialysis business unit
2007 - 2009
Various leadership positions at QIP Holder, LLC (parent company of Quiznos, a multinational sandwich franchise), including Chief Marketing Officer
2001 - 2006
Various senior executive positions at Level 3 Communications, LLC
1997 - 1999
Consultant at Bain & Company
PUBLIC COMPANY AND OTHER BOARDS
NSA, since 2018
Chairperson of Compensation, Nominating and Corporate Governance Committee ("CNCG Committee")
Milacron Holdings Corp. (NYSE: MCRN) (2017 - 2019)
Member of audit committee
Nature’s Sunshine Products, Inc. (NYSE: NATR) (2015 - 2018)
Chairperson of compliance committee and member of audit committee
One Call, since 2023
Non-executive Chairperson of Board of Directors
Forefront Dermatology, since 2023
Banyan Treatment Centers, since 2023
Chairperson of audit committee
Helping Hands Family, since 2023
QUALIFICATIONS AND EXPERTISE
Masters of business administration, Harvard University
Bachelor of arts, Princeton University
Extensive marketing, technology and strategic planning expertise



NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
10



Van Mourick.jpg

Mark Van Mourick
Age: 67
EXPERIENCE
2007 - Present
Co-owner and co-founder of Optivest Properties, LLC ("Optivest"), one of our PROs
1987 - 2018
Founder and CEO of Optivest Wealth Management, an SEC registered wealth management firm serving wealthy families in southern California
Prior Other Experience
Senior Vice President and principal at Smith Barney, Harris, Upham (prior to 1987)
PUBLIC COMPANY AND OTHER BOARDS
NSA, since 2015
Optivest Foundation
Chairman of the board
Northrise University
QUALIFICATIONS AND EXPERTISE
Bachelor of science, international finance and management, University of Southern California
Principal, general partner, managing member and/or agent in more than 80 real estate syndications since 1991
Extensive real estate, self storage and financial experience


Wu.jpg

Charles F. Wu
Age: 66
EXPERIENCE
2015 - Present
Executive Fellow at Harvard University’s Graduate School of Business
Prior roles at Harvard University’s Graduate School of Business include Senior Lecturer
2004 - 2015
Co-founder and Managing Director of BayNorth Capital, a Boston-based private real estate equity firm
1998 - 2004
Co-founder and Managing Director of Charlesbank Capital Partners, a private equity firm
1995 - 1998
Managing Director of Harvard Private Capital Group, the private equity and real estate investment unit of Harvard Management Company and predecessor firm to Charlesbank Capital Partners
Prior Other Experience
Managing Director at Aldrich Eastman & Waltch ("AEW"), where he directed the restructuring group and was a portfolio manager
Prior to AEW, worked at Morgan Stanley in their corporate finance department
PUBLIC COMPANY AND OTHER BOARDS
NSA, since 2021
Kennebunk Savings, a Maine mutual savings bank
Trustee for the University of Massachusetts
University of Massachusetts Building Authority Board
Past Vice-Chair of Newton-Wellesley Hospital
Was a founding board member of the Rose Kennedy Greenway Conservancy
Past President of the Newton Schools Foundation
Former member of Harvard University’s Facilities and Planning Committee
QUALIFICATIONS AND EXPERTISE
Masters of business administration, with distinction, Harvard University
Bachelor of arts, magna cum laude and Phi Beta Kappa, Harvard University
Extensive real estate and private equity investment, capital markets, and mergers and acquisitions expertise

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
11




NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
12



Trustee Nominee Demographics
FischerNordhagenCramerCohnHylbertMeisingerOsgoodPalazzoSchallSteinfortVan MourickWu
Age(1)
686759557956676866546766
Average Age64
Years of Tenure(1)
491099990693
Average Tenure5.7
Gender Diversity
ü
ü
ü
Racial or Ethnic Diversity
ü
(1) Age and tenure as of March 29, 2024.

Trustee Nominee Skills and Experience
FischerNordhagenCramerCohnHylbertMeisingerOsgoodPalazzoSchallSteinfortVan MourickWu
Self Storage Sector
ò
ò
ò
ò
ò
ò
Public Company Experience
ò
ò
ò
ò
ò
ò
ò
ò
ò
ò
REIT
ò
ò
ò
ò
ò
ò
ò
ò
Real Estate Investment or Management
ò
ò
ò
ò
ò
ò
ò
ò
ò
ò
ò
Private Equity or Investment
ò
ò
ò
ò
ò
ò
ò
ò
ò
ò
Business Strategy or Operations
ò
ò
ò
ò
ò
ò
ò
ò
ò
ò
ò
Digital Marketing
ò
ò
ò
ò
Legal
ò
ò
Compliance and Regulatory
ò
ò
ò
ò
ò
ò
ò
ò
ò
ò
ò
Technology and Cybersecurity
ò
ò
ò
ò
ò
Corporate Responsibility or Sustainability
ò
ò
ò
ò
ò
ò
ò
Enterprise Risk Management
ò
ò
ò
ò
ò
ò
ò
ò
ò
Financial
ò
ò
ò
ò
ò
ò
ò
Mergers and Acquisitions or Capital Markets
ò
ò
ò
ò
ò
ò
ò
ò
ò
ò
ò
ò


NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
13



PROPOSAL 1 FOR ELECTION OF TRUSTEES
PROPOSAL 1: ELECTION OF TRUSTEES
As of the date of this Proxy Statement, we have not received notice of any additional candidates to be nominated for election as trustees at the Annual Meeting. Consequently, we expect the election of trustees will be an uncontested election and the provisions of our Third Amended and Restated Bylaws (the "Bylaws") providing for majority voting in uncontested elections will apply. As a result, to be elected as a trustee, a nominee must receive votes "FOR" his or her election constituting a majority of the total votes cast for and against such nominee at the Annual Meeting at which a quorum is present. If a nominee does not receive sufficient "FOR" votes to be elected or re-elected, our board of trustees and CNCG Committee must comply with certain procedures, which are described below under "–How We Govern and Are GovernedMajority Vote and Trustee Resignation Policy". Proxies solicited by our board of trustees will be voted FOR Messrs. Nordhagen, Cramer, Hylbert, Meisinger, Osgood, Palazzo, Schall, Van Mourick, and Wu and Mss. Fischer, Cohn and Steinfort, unless otherwise instructed. Abstentions and broker non-votes 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.
In accordance with our declaration of trust (the "Declaration of Trust") and our Bylaws, any vacancies occurring on our board of trustees, including vacancies occurring as a result of the death, resignation, or removal of a trustee, or due to an increase in the size of the board of trustees, may be filled only by the affirmative vote of a majority of the remaining trustees in office, even if the remaining trustees do not constitute a quorum, and any trustee elected to fill a vacancy will serve for the remainder of the full term of the trusteeship in which the vacancy occurred and until a successor is duly elected and qualifies.
There is no familial relationship, as defined under Securities and Exchange Commission (the "SEC") regulations, among any of the trustees, our named executive officers ("NEOs") or other executive officers, other than with respect to Mr. Cramer, who is our president, CEO and one of our trustees and a trustee nominee for re-election, and Mr. Nordhagen, our vice chairperson of the board of trustees and a trustee nominee for re-election. Messrs. Nordhagen and Cramer are brothers-in-law. See "–How We Govern and Are Governed–Trustee Independence."
Our board of trustees recommends a vote FOR the election of Messrs. Nordhagen, Cramer, Hylbert, Meisinger, Osgood, Palazzo, Schall, Van Mourick, and Wu and Mss. Fischer, Cohn and Steinfort as trustees.


HOW WE ARE SELECTED, ELECTED AND EVALUATED

SIZE OF BOARD; CURRENT NOMINEES
Our board of trustees is currently comprised of eleven trustees. In February 2024, upon the recommendation of our CNCG Committee, our board of trustees increased the size of our board from ten trustees to eleven trustees and elected Lisa R. Cohn as a trustee. In March 2024, upon the recommendation of our CNCG Committee, our board of trustees increased the size of our board from eleven trustees to twelve trustees and nominated Michael J. Schall, along with our other current trustees, to stand for election or re-election, as the case may be, at the Annual Meeting. As a result, the trustee nominees standing for election or re-election, as the case may be, at the Annual Meeting are listed below.

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
14



Tamara D. FischerSteven G. Osgood
Arlen D. Nordhagen
Dominic M. Palazzo
David G. Cramer
Michael J. Schall
Lisa R. Cohn
Rebecca L. Steinfort
Paul W. Hylbert, Jr.
Mark Van Mourick
Chad L. Meisinger
Charles F. Wu
Each trustee elected will hold office until our next annual meeting of shareholders and until a successor has been duly elected and qualifies, or until the trustee's earlier resignation, death or removal.
INCLUSIVE TRUSTEE SELECTION PRACTICES

We seek highly qualified trustee candidates from diverse business, professional and educational backgrounds who combine a broad spectrum of experience and expertise with a reputation for the highest personal and professional ethics, integrity and values. The CNCG Committee considers diversity of all types in choosing the most qualified candidates, including gender, race/ethnicity, age, experience, orientation, veteran status and skills.
The procedures and considerations of the CNCG Committee in recommending qualified trustee candidates are described below under "–Identification of Trustee Candidates." The CNCG Committee and our board of trustees concluded that each of our trustee nominees should be nominated for election based on the qualifications and experience described in their biographical information.
It is intended that our common shares of beneficial interest (the "Common Shares") represented by properly submitted proxies will be voted by the persons named therein as proxy holders FOR the election of Messrs. Nordhagen, Cramer, Hylbert, Meisinger, Osgood, Palazzo, Schall, Van Mourick, and Wu and Mss. Fischer, Cohn and Steinfort as trustees, unless otherwise instructed. If the candidacy of any trustee nominee should, for any reason, be withdrawn prior to the Annual Meeting, the proxies will be voted by the proxy holders in favor of such substituted candidates (if any) as shall be nominated by our board of trustees. Our board of trustees has no reason to believe that, if elected, any of the nominees will be unable or unwilling to serve as a trustee.
IDENTIFICATION OF TRUSTEE CANDIDATES
In accordance with our Corporate Governance Guidelines ("Guidelines") and the CNCG Committee's written charter, the CNCG Committee is responsible for identifying and recommending trustee candidates to our board of trustees for consideration as nominees to stand for election at our annual meetings of shareholders.
The CNCG Committee evaluates the skill sets required for service on our board of trustees and periodically identifies potential trustee candidates. If it is determined there is the need for additional or replacement trustees, the CNCG Committee will assess potential trustee candidates previously identified as well as other appropriate potential trustee candidates based upon information it receives regarding such potential candidates or otherwise possesses, which assessment may be supplemented by additional inquiries. The CNCG Committee also evaluates, among other things, each potential trustee's knowledge of and experience in or with the self storage sector, REITs and other real estate investment and management businesses, private equity and other investments, finance, capital markets and mergers and acquisitions, technology and cybersecurity, digital marketing, public company experience, business strategy and operations, legal matters, compliance and regulatory matters, enterprise risk management, and corporate responsibility and sustainability matters. The CNCG Committee may seek input on such trustee candidates from other trustees, including our executive chairperson, vice chairperson and our president and CEO, and recommends trustee candidates to our board of trustees for nomination.
The CNCG Committee does not solicit trustee nominations, but it will consider recommendations by shareholders with respect to elections to be held at an annual meeting, so long as such recommendations are sent within a reasonable period of time prior to the decision. The CNCG Committee will evaluate nominees recommended by shareholders against the same criteria that it uses to evaluate other nominees. The CNCG

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
15



Committee may, in its sole discretion, engage one or more search firms or other consultants, experts or professionals to assist in, among other things, identifying trustee candidates or gathering information regarding the background and experience of trustee candidates. If the CNCG Committee engages any such third party, the CNCG Committee will have sole authority to approve any fees or terms of retention relating to these services.


HOW WE GOVERN AND ARE GOVERNED

BOARD OF TRUSTEES
Our board of trustees is responsible for overseeing our affairs. Our board of trustees conducts its business through meetings and actions taken by written consent in lieu of meetings. Our board of trustees intends to hold at least four regularly scheduled meetings per year and additional special meetings as necessary. During 2023, our board of trustees held nine meetings. All of our trustees attended at least 75% of the meetings of our board of trustees and of the Audit Committee, CNCG Committee, and Finance Committee, on which they served during this period. Our board of trustees' policy, as set forth in our Guidelines, is to encourage and promote the attendance by each trustee at all scheduled meetings of our board of trustees and all meetings of our shareholders.
TRUSTEE INDEPENDENCE
The Guidelines provide that a majority of the trustees serving on our board of trustees must be independent as required by the New York Stock Exchange ("NYSE") listing standards. Our board of trustees has also adopted certain independence standards (the "Independence Standards") to assist it in making determinations with respect to the independence of trustees. The Independence Standards are available for viewing on our website at www.nationalstorageaffiliates.com. Based upon its review of all relevant facts and circumstances, our board of trustees affirmatively determined in 2023 that Paul W. Hylbert, Jr., Chad L. Meisinger, Steven G. Osgood, Dominic M. Palazzo, Rebecca L. Steinfort, Mark Van Mourick, and Charles F. Wu qualified as independent trustees as required by the NYSE listing standards, SEC rules, and our Guidelines and Independence Standards. Our board of trustees conducted a similar review in 2024 and determined that each of our non-executive trustee nominees, Lisa R. Cohn, Paul W. Hylbert, Jr., Chad L. Meisinger, Steven G. Osgood, Dominic M. Palazzo, Michael J. Schall, Rebecca L. Steinfort, Mark Van Mourick, and Charles F. Wu, qualified as independent trustees as required by the NYSE listing standards, SEC rules, and our Guidelines and Independence Standards. In making these determinations, the board of trustees considered the relationships and transactions described below under "Certain Relationships and Related Transactions."

LEADERSHIP STRUCTURE OF THE BOARD OF TRUSTEES

Leadership of our board of trustees is vested in our executive chairperson of the board and in our lead independent trustee. We do not have a formal policy regarding whether the roles of chairperson of the board and CEO should be separated. Rather, the CNCG Committee and the board of trustees make this determination based on relevant facts and circumstances to establish a structure that meets our needs at that time, enhances the understanding and communication between management and the board of trustees, allows for better understanding and evaluation of our operations, and improves the board of trustees' ability to perform its oversight role. Currently, we have separated the roles of chairperson of the board and CEO. Ms. Fischer serves as executive chairperson of the board, Mr. Nordhagen serves as vice chairperson, and Mr. Cramer serves as CEO (in addition to his role as president) and is a member of the board of trustees. In connection with establishing this structure, the CNCG Committee and the board of trustees determined that the separation of the roles, together with Ms. Fischer's, Mr. Nordhagen's, and Mr. Cramer's service on our board of trustees, meets our Company's needs and the above goals.
In recognition of the importance of the board of trustees' independent oversight role and the need to maintain a strong independence from management, we require our board of trustees to annually elect one independent trustee to serve as lead independent trustee when the chairperson of the board is not independent. In

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
16



2023 and, subject to his re-election at the Annual Meeting, in 2024, our board of trustees re-appointed Paul W. Hylbert, Jr. as lead independent trustee, a role he has served in since 2016. Our lead independent trustee works with Ms. Fischer, executive chairperson of our board of trustees, Mr. Nordhagen, vice chairperson of our board of trustees, and Mr. Cramer, our president and CEO and a member of our board of trustees, to establish the agenda for regular meetings of our board of trustees. Mr. Hylbert also serves as chair of regular meetings of our board of trustees when our executive chairperson is absent, presides at executive sessions, serves as a liaison among our executive chairperson, our CEO, and our independent trustees, and encourages dialogue between our independent trustees and NEOs. He also establishes the agenda for meetings of our independent trustees and performs such other duties as our board of trustees may establish or delegate. Mr. Hylbert's experience and leadership has enhanced the operation of our board of trustees and its ability to perform its oversight role.
COMMITTEES OF THE BOARD OF TRUSTEES
Our board of trustees has three standing committees: the Audit Committee, the CNCG Committee and the Finance Committee. Set forth below is a summary of the committee roles and responsibilities, as well as the proposed composition of each committee in 2024 following the Annual Meeting, subject to the election of all of our trustee nominees.
AUDIT COMMITTEE
Members:
Dominic M. Palazzo (Chairperson)
Steven G. Osgood
Mark Van Mourick

Subject to his election at the Annual Meeting, Mr. Schall is expected to join the Audit Committee.
Number of Meetings in 2023:
7
Independence and Financial Experts:
Each Audit Committee member is independent as required by NYSE listing standards, SEC rules, our Guidelines and Independence Standards, and our Audit Committee charter.

Our board of trustees has also determined that all of the Audit Committee members are financially literate, with the requisite accounting or related financial management expertise required by NYSE listing standards, and that Mr. Palazzo, Mr. Osgood and Mr. Schall qualify and serve as "audit committee financial experts" for purposes of, and as defined by, the SEC rules.
Roles and Responsibilities:
The Audit Committee's responsibilities are set forth in its written charter and include:
Engaging, reviewing the plans and results of the engagement with, and approving the services provided by, our independent registered public accounting firm;
Reviewing the independence of the independent registered public accounting firm and considering the range of audit and non-audit fees;
Reviewing the adequacy of our internal accounting controls;
Approving, after reviewing with management and external auditors, our quarterly earnings releases and supplemental financial information and our interim and audited annual financial statements prior to each filing of our quarterly reports on Form 10-Q and annual reports on Form 10-K;

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
17



AUDIT COMMITTEE
Roles and Responsibilities (continued):
Meeting with officers responsible for certifying our annual reports on Form 10-K or any quarterly report on Form 10-Q prior to any such certification;
Reviewing with such responsible officers disclosures related to any significant deficiencies in the design or operation of internal controls; and
Periodically discussing with our external auditors such auditors' judgments about the quality, not just the acceptability, of our accounting principles as applied in our consolidated financial statements.
The Audit Committee also works to discharge our board of trustees' responsibilities relating to:
Our and our subsidiaries' corporate accounting and reporting practices;
The quality and integrity of our consolidated financial statements;
Our compliance with applicable legal and regulatory requirements;
The performance, qualifications and independence of our external auditors;
The staffing, performance, budget, responsibilities and qualifications of our internal audit function; and
Reviewing our policies with respect to risk assessment and risk management, including the guidelines and policies by which these activities are undertaken, the adequacy of our insurance coverage, our interest rate risk management, our counterparty and credit risks, our capital availability and refinancing risks, and any cybersecurity or environmental risks, if applicable.
Audit Committee Charter:
Available on our website at www.nationalstorageaffiliates.com

COMPENSATION, NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Members:
Rebecca L. Steinfort (Chairperson)
Paul W. Hylbert, Jr.
Chad L. Meisinger

Subject to her election at the Annual Meeting, Ms. Cohn is expected to join the CNCG Committee in place of Mr. Hylbert.
Number of Meetings in 2023:
4
Independence:Each CNCG Committee member is independent as required by NYSE listing standards, SEC rules, our Guidelines and Independence Standards, and our CNCG Committee charter.

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
18



COMPENSATION, NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Roles and Responsibilities:
The CNCG Committee's responsibilities are set forth in its charter and include:

Annually reviewing and approving the corporate goals and objectives relevant to the compensation paid by us to our NEOs;
Evaluating our NEOs' performance in light of such goals and objectives and, either as a committee or together with our independent trustees (as directed by the board of trustees), determining and approving the compensation of our NEOs based on that evaluation;
Overseeing our equity-based compensation plans and programs;
Reviewing and recommending to our board of trustees from time to time the compensation for our non-executive trustees;
Advising our board of trustees with respect to the organization, function and composition of the board of trustees and its committees;
Overseeing the self-evaluation of our board of trustees (individually and as a whole) and the board of trustees' evaluation of management and reporting thereon to the board of trustees;
Periodically reviewing and, if appropriate, recommending to our board of trustees changes to, our corporate governance policies and procedures;
Identifying and recommending to our board of trustees potential candidates for nomination;
Recommending to our board of trustees the appointment of our executive officers;
Assisting our executive and vice chairpersons and board of trustees in overseeing the development of executive succession plans; and
Preparing CNCG Committee reports.
A committee of our senior leaders oversees our physical, social and other policy risks and opportunities, including environmental, health and safety, corporate social responsibility, corporate governance, sustainability and other public policy matters that may be relevant to us ("Corporate Responsibility Committee"). The Corporate Responsibility Committee reports to, and is overseen by, our CNCG Committee and assists our board of trustees, the CNCG Committee and the Company's management in setting the Company's strategy relating to, identifying and making recommendations regarding, and overseeing communications with respect to, these matters. The chairperson(s) and other members of the Corporate Responsibility Committee provide periodic reports to the CNCG Committee.

The CNCG Committee retained Ferguson Partners Consulting, L.P. ("FPC"), a professional services firm focused on compensation and other consulting services as well as executive and board recruitment, to provide advice regarding the compensation program for our NEOs and independent trustees. FPC reports directly to the CNCG Committee on these matters. Except for the services described above, board recruitment consulting services, equity incentive plan review services, and proxy review services, FPC did not perform in 2023, and does not currently provide, any other services to management or us.
CNCG Committee Charter:
Available on our website at www.nationalstorageaffiliates.com

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
19




FINANCE COMMITTEE
Members:
Steven G. Osgood (Chairperson)
Paul W. Hylbert, Jr.
Charles F. Wu

Subject to his election at the Annual Meeting, Mr. Schall is expected to join the Finance Committee in place of Mr. Hylbert.
Number of Meetings in 2023:
5
Independence:Each Finance Committee member is independent as defined by our Independence Standards and as required by our Guidelines and Finance Committee charter.
Roles and Responsibilities:
The Finance Committee is responsible for reviewing and, where appropriate, approving, on behalf of the Company, acquisitions or dispositions of self storage properties and debt financing transactions, in each case within certain parameters. The Finance Committee is also responsible for the review and approval of the Company's hedging and swap policy and strategies.
Finance Committee meetings are designed to provide the members of the Finance Committee with an opportunity to discuss the rationale for certain acquisitions or dispositions as well as certain debt financing transactions. In making any determination, the Finance Committee reviews all material background items and conducts any further due diligence necessary or desirable to make an informed decision with respect to such transactions.
From time to time, we may form special committees of the board of trustees for a specified purpose.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee has furnished the following report for the fiscal year ending December 31, 2023:
The Audit Committee is responsible for monitoring the integrity of our consolidated financial statements, our system of internal controls, our risk management, the qualifications, independence and performance of our independent registered public accounting firm and our compliance with related legal and regulatory requirements. The Audit Committee has the sole authority and responsibility to select, determine the compensation of, evaluate and, when appropriate, replace our independent registered public accounting firm. The Audit Committee operates under a written charter adopted by our board of trustees.
Management is primarily responsible for our financial reporting process including the system of internal controls and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States. KPMG LLP, our independent registered public accounting firm, is responsible for performing an independent audit of our annual consolidated financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States and on the effectiveness of the Company’s internal controls over financial reporting based on criteria established in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. The Audit Committee’s responsibility is to oversee and review the financial reporting process. The Audit Committee is not, however, professionally engaged in the practice of accounting or auditing and does not provide any expert or other special assurance as to such financial statements concerning compliance with laws, regulations or accounting principles generally accepted in the United States or as to auditor independence. The Audit Committee relies, without independent verification, on the information provided to it and on the representations made by our management and our independent registered public accounting firm.

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
20



The Audit Committee held seven meetings in 2023. Representatives of KPMG LLP were in attendance at six of our Audit Committee meetings. These meetings were designed, among other things, to facilitate and encourage communication among the Audit Committee, management and KPMG LLP. At these meetings, among other things, the Audit Committee reviewed and discussed with management the consolidated financial statements contained in our quarterly and annual periodic reports, as applicable, as well as our earnings releases. The Audit Committee also discussed with KPMG LLP matters that independent accounting firms must discuss with audit committees under generally accepted auditing standards and standards of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission, including, among other things, matters related to the conduct of the audit of our consolidated financial statements and the matters required to be discussed by Auditing Standard No. 1301: Communications with Audit Committees, which included a discussion of KPMG LLP’s judgments about the quality (not just the acceptability) of our accounting principles as applied to financial reporting. The Audit Committee met with KPMG LLP, with and without management present, to discuss the results of their audits.
The Audit Committee also discussed with KPMG LLP their independence from us. KPMG LLP provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent accountant’s communication with audit committees concerning independence and represented that it is independent from us. The Audit Committee also received regular updates on the amount of fees and scope of audit and tax services provided by KPMG LLP.
Based on the Audit Committee’s review and these meetings, discussions and reports, and subject to the limitations on the Audit Committee’s role and responsibilities referred to above and in its written charter, the Audit Committee unanimously recommended to our board of trustees that our audited consolidated financial statements for the fiscal year ended December 31, 2023 be included in our annual report to shareholders and in our Annual Report on Form 10-K filed with the SEC.
Dominic M. Palazzo
Steven G. Osgood
Mark Van Mourick

The foregoing Report of the Audit Committee shall not be deemed under the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to be (i) "soliciting material" or "filed" or (ii) incorporated by reference by any general statement into any filing made by us with the SEC, except to the extent that we specifically incorporate such report by reference.

ROLE OF THE BOARD OF TRUSTEES AND RISK OVERSIGHT
Pursuant to our Declaration of Trust and Bylaws, our business and affairs are managed under the direction of our board of trustees. Our board of trustees has the responsibility for establishing broad corporate policies and for our overall performance and direction, but is not involved in our day-to-day operations. Members of our board of trustees keep informed of our business by participating in meetings of our board of trustees and its committees, by reviewing analyses, reports and other materials provided to them and through discussions with Ms. Fischer, our executive chairperson, Mr. Nordhagen, our vice chairperson, Mr. Cramer, our president, CEO, and a member of our board of trustees, and our other NEOs.
In connection with their oversight of risk to our business, our board of trustees, the Audit Committee, the Finance Committee and CNCG Committee consider feedback from management concerning the risks related to our business, operations and strategies. The Audit Committee discusses and reviews policies with respect to our risk assessment and risk management, including guidelines and policies to govern the process by which risk assessment and risk management is undertaken, the adequacy of our insurance coverage, our interest rate risk management, our counterparty and credit risks, our capital availability and refinancing risks, and any cybersecurity or environmental risks, if applicable. The Audit Committee also considers enterprise risk management, and management regularly reports to the Audit Committee and our board of trustees regarding our risk assessment and risk mitigation activities.

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
21



The Finance Committee discusses and reviews our hedging and swap policy and strategy. The CNCG Committee discusses and reviews our human capital risk management strategies. Management also regularly reports to our board of trustees and its committees on our leverage policies, our asset acquisition process, any asset impairments and our compliance with applicable REIT rules and other regulations. Members of our board of trustees routinely meet with management and, when appropriate, outside advisors, in connection with their consideration of matters submitted for the approval of our board of trustees and the risks associated with such matters.
With respect to cybersecurity, our risk management committee established a cybersecurity subcommittee that is comprised of members of our management team and other personnel and which is focused on cybersecurity initiatives. The cybersecurity subcommittee reports regularly to our risk management committee which is composed of a cross section of the Company's management team, and the risk management committee periodically reports to the Audit Committee and board of trustees regarding the Company's cybersecurity risks and initiatives. We have also implemented cybersecurity training at all levels of our organization and conduct periodic phishing assessments for our employees to reinforce that training.
Our board of trustees believes that its composition protects shareholder interests and provides appropriate independent oversight of management. Nine of our twelve trustee nominees are "independent" as defined by NYSE listing standards, SEC rules, and our Guidelines and Independence Standards, as more fully described above under "–Trustee Independence." The independent trustees meet separately from management on at least a quarterly basis in executive sessions presided over by our lead independent trustee and are very active in the oversight of our Company. The independent trustees oversee such critical matters as the integrity of our financial statements, the evaluation and compensation of our NEOs and the selection and evaluation of trustees. Each independent trustee has the ability to add items to the agenda of board of trustees meetings or raise subjects for discussion that are not on the agenda for that meeting.
Our board of trustees believes that its supermajority independent composition and the roles that our independent trustees perform provide effective corporate governance at the board of trustees' level and independent oversight of both our board of trustees and management. The current governance structure, when combined with the functioning of the independent trustee component of our board of trustees, strikes an appropriate balance between strong and consistent leadership and independent oversight of our business and affairs.
CODE OF BUSINESS CONDUCT AND ETHICS
Our board of trustees has adopted a Code of Business Conduct and Ethics (the "Code of Conduct") that applies to our trustees, officers and employees. Among other matters, the Code of Conduct is designed to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications; compliance with applicable governmental laws, rules and regulations; prompt internal reporting of violations of the Code of Conduct to appropriate persons identified in the code; and accountability for adherence to the Code of Conduct. Any waiver of the Code of Conduct for our trustees or officers may be made only by our board of trustees or our CNCG Committee and will be promptly disclosed as required by law or stock exchange regulations. The Code of Conduct is available for viewing on our website at www.nationalstorageaffiliates.com. We will also provide the Code of Conduct, free of charge, to shareholders who request it. Requests should be directed to our corporate secretary at National Storage Affiliates Trust, 8400 East Prentice Avenue, 9th Floor, Greenwood Village, CO 80111.
PERSONAL LOANS TO EXECUTIVE OFFICERS AND TRUSTEES
We comply with, and operate in a manner consistent with, applicable law prohibiting extensions of credit in the form of personal loans to or for the benefit of our trustees and executive officers.
CORPORATE GOVERNANCE GUIDELINES
Our board of trustees has adopted Corporate Governance Guidelines that address significant issues of corporate governance and set forth procedures by which our board of trustees carries out its responsibilities,

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
22



including the trustee resignation policy as described under "Majority Vote and Trustee Resignation Policy" below. In addition, among the areas addressed by the Guidelines are the composition of our board of trustees, its functions and responsibilities, its standing committees, its PRO advisory committee, trustee qualification standards, access to management and independent advisors, trustee compensation, management succession, trustee orientation and continuing education, oversight of corporate responsibility initiatives, and the annual performance evaluation and review of our board of trustees and committees. The Guidelines are available for viewing on our website at www.nationalstorageaffiliates.com. We will also provide the Guidelines, free of charge, to shareholders who request it. Requests should be directed to our corporate secretary at National Storage Affiliates Trust, 8400 East Prentice Avenue, 9th Floor, Greenwood Village, CO 80111.
GOVERNANCE HIGHLIGHTS
ü
9 of 12 trustee nominees are independent
üEquity holders may amend bylaws
üSeparate chair and CEO rolesüMajority voting in uncontested elections
üExperienced and dedicated lead independent trusteeüMinimum equity ownership guidelines
üNo staggered board of trustees; annual election of all trusteesüActive shareholder outreach program
üDiversity of age, race, gender, tenure, skills and experience among trusteesüNo poison pill
üRecovery policy for erroneously awarded executive incentive compensation üProhibition against hedging the value of Company securities
üThree trustee nominee Audit Committee financial expertsüLimitations on pledging of Company securities by NEOs and trustees
ü
No excise tax gross-ups on payments made in connection with a change of controlü
Opted out of Maryland's unsolicited takeover act (which we may not opt into without shareholder approval) and control share acquisition statute

As a result of our opting out of Maryland's unsolicited takeover statute, we may not stagger the election of our trustees without shareholder approval.
TRUSTEE ATTENDANCE AT ANNUAL MEETINGS OF SHAREHOLDERS
Our policy is to encourage and promote the attendance by each trustee at all meetings of our shareholders. All of our then-current trustees attended the 2023 Annual Meeting. We currently believe that all of our trustees intend to attend the upcoming Annual Meeting.
EXECUTIVE SESSIONS OF INDEPENDENT TRUSTEES
The independent trustees meet in executive sessions at least four times per year at regularly scheduled meetings of our board of trustees.
MAJORITY VOTE AND TRUSTEE RESIGNATION POLICY
We have a majority voting policy for the election of trustees in uncontested elections. Under majority voting, to be elected as a trustee in an uncontested election, a nominee must receive votes “FOR” the nominee's election constituting a majority of the total votes cast for and against such nominee at the annual meeting at which a quorum is present. If an incumbent trustee does not receive sufficient “FOR” votes to be re-elected, Maryland law provides that the incumbent trustee would continue to serve on the Company’s board of trustees as a “holdover” trustee. Under the Company’s Guidelines, the trustee must submit a letter of resignation to the Company’s board of trustees. The Company’s CNCG Committee will consider such tendered resignation and recommend to the Company’s board of trustees whether to accept it. The Company’s board of trustees will decide whether to accept

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
23



any such resignation within 90 days after certification of the election results and will publicly disclose its decision. If the resignation is not accepted, the trustee will continue to serve until the trustee's successor is duly elected and qualifies or until the trustee’s earlier death, resignation, retirement or removal. If a trustee’s offer to resign is accepted by the Company’s board of trustees, or if a nominee for trustee is not elected and the nominee is not an incumbent trustee, then the Company’s board of trustees, in its sole discretion, may fill any resulting vacancy pursuant to the Bylaws. In a contested election, trustees shall be elected by a plurality of all the votes cast at a meeting of shareholders duly called and at which a quorum is present.
BYLAW AMENDMENTS
We have a policy to permit equity holders to alter or repeal any provision of the Bylaws and to adopt new Bylaws. Approval of amendments to the Bylaws by equity holders requires the affirmative vote of both:

holders of a majority of the Company's Common Shares outstanding as of the Determination Date (as defined below); and

holders of Common Shares and limited partners (other than the Company) of our operating partnership, NSA OP, LP (our "operating partnership"), representing a majority of the number of Common Shares outstanding as of the Determination Date together with the number of additional Common Shares that would be issuable if:
all Class A common units of limited partner interest ("OP units") in our operating partnership outstanding as of the Determination Date were exchanged on a one-for-one basis, subject to adjustments as provided in the Third Amended and Restated Agreement of Limited Partnership of our operating partnership (as amended, the "Partnership Agreement"), for Common Shares, and
the OP units which would be outstanding if each series of subordinated performance units (or other similar class or series of OP units created from time to time) outstanding as of the Determination Date (whether or not then convertible) were converted into OP units using the conversion ratio for each such class or series in effect as of the last day of the most recent fiscal year determined pursuant to the terms of the Partnership Agreement and as approved by the Company's board of trustees, were exchanged on a one-for-one basis, subject to adjustments as provided in the Partnership Agreement, for Common Shares.
“Determination Date” means the close of business on the record date for determining the shareholders and holders of OP units and subordinated performance units entitled to cast votes at a duly called annual or special meeting of shareholders.

Our shareholders do not have the power to alter or repeal any provision of our Bylaws relating to the amendment of our Bylaws.



HOW WE LISTEN AND COMMUNICATE

Our board of trustees values input from our investors and casts a wide net for ideas and information that can inform its deliberations and decision making. We have created multiple means to communicate with our trustees, including the following:
Participating in our Annual Meeting and asking questions.
Emailing us at NSABoard@nsareit.net.

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
24



Writing to us by regular mail, sent to the attention of David G. Cramer, our president, CEO and member of our board of trustees, at National Storage Affiliates Trust, 8400 East Prentice Avenue, 9th Floor, Greenwood Village, CO 80111.
Making a good faith report to the Audit Committee regarding any questionable or unethical accounting or auditing matters via regular mail addressed to the Audit Committee, National Storage Affiliates Trust, 8400 East Prentice Avenue, 9th Floor, Greenwood Village, CO 80111.
Requesting or participating in engagement meetings with our management or trustees. During 2023, we held approximately 74 of such meetings with approximately 188 current and prospective investors to discuss various key corporate matters, including our differentiated growth strategy, financing strategy, risk management practices, corporate responsibility initiatives, and strong corporate governance practices.
Participating in other events we attend or speak at.
Encouraging members of our board of trustees to be available to speak to institutional shareholders outside of formal meeting settings.
We reserve the right to disregard any communication we determine is unduly hostile, threatening, illegal, does not reasonably relate to us or our business, or is similarly inappropriate or that involve sales, business, or job-seeking calls.


HOW WE ARE PAID

Independent members of our board of trustees are compensated for their services as described below. Annually, each independent trustee may elect to receive between 50% and 100% of the value of their total annual cash compensation in equity. Non-independent members of our board of trustees receive no compensation for their services as trustees.

For 2023, each of our independent trustees was eligible to receive annual compensation as follows:
Cash compensation: $60,000
Equity compensation: $100,000
Additional annual cash compensation:
Lead Independent Trustee: $25,000
Audit Committee:
Chairperson: $25,000
Member: $10,000
CNCG Committee:
Chairperson: $25,000
Member: $10,000
Finance Committee:
Chairperson: $20,000
Member: $10,000

For 2023, 100% of our independent trustees elected to receive some or all of their annual cash compensation in the form of equity

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
25



We also reimburse each of our trustees for expenses incurred in connection with attending board of trustees and committee meetings. In addition, if the board of trustees forms a special committee, the trustees serving on the special committee may receive additional compensation.
The table below summarizes the compensation received by our independent trustees during 2023.
Trustee Compensation Table for 2023
Name(1)
Fees Paid or
Earned in Cash(2)
Stock Awards(2)
Total
Paul W. Hylbert, Jr.$105,000 $100,000 $205,000 
Chad L. Meisinger70,000 100,000 170,000 
Steven G. Osgood90,000 100,000 190,000 
Dominic M. Palazzo85,000 100,000 185,000 
Rebecca L. Steinfort85,000 100,000 185,000 
Mark Van Mourick(3)
61,250 100,000 161,250 
Charles F. Wu70,000 100,000 170,000 
Total$566,250 $700,000 $1,266,250 
(1)    George L. Chapman was a member of our board of trustees in 2023 until he unexpectedly passed away on March 22, 2023. J. Timothy Warren was a member of our board of trustees in 2023 until May 22, 2023, the date of our 2023 annual meeting of shareholders. Neither Mr. Chapman nor Mr. Warren received any compensation in 2023 in connection with their board service and therefore are not included in the above table. Ms. Cohn is not included in the above table because she was elected to the Board in February 2024 and did not receive any compensation for the year ended December 31, 2023. Mr. Schall is not included in the above table because he is a trustee nominee standing for election at the Annual Meeting.
(2)    For those trustees that elected in 2023 to receive any portion of the value of their 2023 annual cash compensation in equity, grants for the full value of such compensation were made on May 26, 2023, based on the closing price of our Common Shares on May 24, 2023 of $36.60. Each of Messrs. Hylbert, Meisinger, Osgood, Palazzo, and Wu and Ms. Steinfort elected to receive payment of 100%, and Mr. Van Mourick elected to receive payment of 50%, of the value of his or her 2023 annual cash compensation in LTIP units which represent a class of partnership interests in our operating partnership. Accordingly, Messrs. Hylbert, Meisinger, Osgood, Palazzo, Van Mourick, and Wu and Ms. Steinfort were awarded LTIP units as follows: Mr. Hylbert - 5,602 units, Mr. Meisinger - 4,645 units, Mr. Osgood - 5,192 units, Mr. Palazzo - 5,055 units, Ms. Steinfort - 5,055 units, Mr. Van Mourick - 3,689 units, and Mr. Wu - 4,645 units. The dollar values shown in the table above for the LTIP units, including LTIP units taken in lieu of cash compensation, represent the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification ("ASC") Topic 718. The LTIP units granted on May 26, 2023 are scheduled to vest on the earlier of May 23, 2024 and the calendar day immediately preceding our 2024 Annual Meeting, so long as such person remains a trustee. With respect to the portion of Mr. Van Mourick's 2023 annual cash compensation taken in cash, Mr. Van Mourick was paid three-fourths of such amount ($26,250) between April 1, 2023 and December 31, 2023, which is reflected in the above table. The remaining installment of Mr. Van Mourick's 2023 cash compensation ($8,750) was paid in 2024 and is not reflected in the above table. The 1,262 LTIP units granted to Mr. Wu on February 25, 2021 in connection with his election to the board of trustees vested on February 25, 2023. The following table sets forth the aggregate number of outstanding compensatory LTIP units held by our non-employee trustees that had not vested as of December 31, 2023:
Name
Number of LTIP units
Paul W. Hylbert, Jr.5,602 
Chad L. Meisinger4,645 
Steven G. Osgood5,192 
Dominic M. Palazzo5,055 
Rebecca L. Steinfort5,055 
Mark Van Mourick3,689 
Charles F. Wu4,645 
(3)    Excludes consideration paid to entities controlled or managed by Mr. Van Mourick, or in which he has an ownership interest, in connection with the acquisition by us of self storage properties or the management of our properties by entities in which Mr. Van Mourick has an interest. For additional information see "Certain Relationships and Related Transactions–Material Benefits to Related Parties."

Each independent trustee is subject to our minimum equity ownership guidelines. See "Our Pay–Compensation Discussion and Analysis–How We Oversee and Apply our Pay Programs–Minimum Equity Ownership Guidelines."

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
26




PROPOSAL 2 FOR AUDITOR VOTE

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Our board of trustees is requesting that our shareholders ratify this appointment of KPMG LLP.

KPMG LLP has audited our consolidated financial statements since the Company's formation. KPMG LLP has also provided certain other services to us.
Neither our Bylaws nor other governing documents or law require shareholder ratification of the Audit Committee's appointment of KPMG LLP as our independent registered public accounting firm. However, our board of trustees is submitting the appointment of KPMG LLP to the shareholders for ratification as a matter of good corporate practice. If the ratification of this appointment is not approved at the Annual Meeting, the Audit Committee will review its future selection of our independent registered public accounting firm. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests.
Representatives of KPMG LLP are expected to be present at the Annual Meeting via the live webcast and will be provided with an opportunity to make a statement if so desired and to respond to appropriate inquiries from shareholders.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES
The following table summarizes the aggregate fees billed to us for professional services provided by KPMG LLP for the years ended December 31, 2023 and 2022.
2023
2022
Audit Fees(1)
$1,118,000 $1,015,000 
Audit-Related Fees
--
Tax Fees
--
All Other Fees
--
Total
$1,118,000 $1,015,000 
(1)    Audit Fees include fees related to the annual audit of the Company included in our annual report on Form 10-K, the review of the consolidated financial statements included in our quarterly reports on Form 10-Q, accounting consultations attendant to the audit, and for services associated with our public offerings, including review of registration statements and prospectuses and related issuances of comfort letters and consents and other services related to SEC matters. Audit Fees associated with the review of registration statements and issuance of comfort letters included above are $153,000 for 2023 and $135,000 for 2022. Audit Fees also include costs related to the audit of the Company’s internal control over financial reporting based on criteria established in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission.
In accordance with the Audit Committee charter, the Audit Committee reviews and pre-approves the engagement fees and the terms of all audit and non-audit services to be provided by the external auditors and evaluates the effect thereof on the independence of the external auditors.
A majority of all of the votes cast on this proposal at the Annual Meeting is required for its approval. Proxies solicited by our board of trustees will be voted FOR this proposal, unless otherwise instructed. 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.

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
27



Our board of trustees recommends a vote FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024.



NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
28



OUR COMPANY

WHO WE ARE
We, at NSA, support over 1,000 jobs across the United States. This team of talented people, in turn, helps us provide the services we offer and supports the value we create. We are expected in this proxy statement to share information on our executive officers, which we do here, but each of them—as well as each of our trustees—is keenly aware of the importance of our entire team. Biographies for our executive officers who serve as trustees can be found under "Our Board–Who We Are," and biographies of our other executive officers are set forth below.
NSA Derek Bergeon 4.127342 - cropped.jpg

Derek Bergeon
Age: 47
EXPERIENCE
2019 - Present
Executive Vice President & Chief Operating Officer of NSA since April 2023
Previously Senior Vice President of Operations of NSA (April 2019 - March 2023)
2010 - 2019
Various roles at Extra Space Storage, including most recently as Division Vice President (2015 - 2019)
Other Prior Experience
Veteran of the United States Navy
QUALIFICATIONS AND EXPERTISE
Over twelve years of experience in the self storage industry and over 20 years of experience in operations and multi-unit management
Bachelor of arts, business administration, summa cum laude, Ashford University

Cowan Headshot.jpg

William S. Cowan, Jr.
Age: 48
EXPERIENCE
2023 - Present
Executive Vice President & Chief Strategy Officer of NSA since May 2023
2012 - 2023
Managing Director in the Real Estate, Gaming, Lodging and Leisure Group of Jefferies LLC, leading the US coverage efforts for self storage, multifamily, industrial and net lease sectors
Other Prior Experience
Worked in Real Estate, Gaming and Lodging Group at Bank of America Merrill Lynch
Served in the 25th Infantry Division of the United States Army and rose to the rank of Captain
QUALIFICATIONS AND EXPERTISE
Oversees NSA’s strategic initiatives, including acquisitions, dispositions, investor relations, risk management, insurance and internal audit functions
Closely involved in over $160 billion of advisory and capital markets transactions for public and private real estate companies over his 15 years in investment banking
Masters of business administration, Darden School of Business at the University of Virginia; received the Faculty Award for Academic Excellence
Bachelor of arts, Davidson College; awarded an Army ROTC Scholarship

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
29



Tiffany - full lenth cropped.jpg

Tiffany S. Kenyon
Age: 49
EXPERIENCE
2018 - Present
Chief Legal Officer of NSA since January 2023
Executive Vice President of NSA since January 2022
Secretary of NSA since January 2020
Prior roles at NSA include General Counsel (January 2022 – December 2022), and Senior Vice President & Senior Legal Officer (May 2018 – December 2021)
2008 - 2018
Various positions at MarkWest Energy Partners, L.P, including most recently as Vice President, Law
2000 - 2008
Private practice with Greenberg Traurig, LLP, initially as a corporate securities associate and then as a shareholder
1998 - 2000
Corporate securities associate with Freeborn & Peters
QUALIFICATIONS AND EXPERTISE
Over 25 years of legal experience, specializing in finance, securities, capital markets, mergers and acquisitions, and commercial transactions
Juris doctor degree, Order of the Coif, University of Colorado at Boulder
Bachelor of science, business administration, Phi Beta Kappa, University of North Carolina at Chapel Hill

NSA Brandon Togashi 4.127423 - cropped.jpg

Brandon S. Togashi
Age: 41
EXPERIENCE
2014 - Present
Executive Vice President, Chief Financial Officer, & Treasurer since January 2020
Chief Accounting Officer since 2017
Prior roles at NSA include Controller (2014 – March 2019), Senior Vice President (July 2018 - December 2019) and Vice President (2014 - June 2018)
2013 - 2014
Vice President, Corporate Accounting at DCT Industrial Trust Inc.
2010 - 2013
Manager, and later Senior Manager, in the audit practice at KPMG LLP
QUALIFICATIONS AND EXPERTISE
Certified public accountant
Oversees all financial functions for the Company including treasury, capital markets, accounting and tax
Bachelor of science, business administration, magna cum laude, as a university honors scholar, Colorado State University
More broadly, as of December 31, 2023:

32% of our senior management team, at the director level or above, identify as female.
44% of our field employee leaders (regional managers and area managers) identify as female.
32% of our employees identify as racially or ethnically diverse.
63% of our employees identify as female.



NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
30



WHAT WE DO

NSA is a self-administered, self-managed real estate investment trust focused on the ownership, operation, and acquisition of self storage properties predominantly located within the top 100 metropolitan statistical areas ("MSAs") throughout the United States. We support our customers' needs by providing access to an efficient storage experience combined with the strengths of multi-market scale and professional management. We are fortunate to operate in the consistently highest performing REIT property type that has a track record of resilience and the protections provided by diversity of geography.
We know we are not the only providers of self-storage and its related services. We therefore think carefully about how we do what we do so we can provide our services profitably and consistent with our core values: compassion, humility, accountability and integrity. Here are a few highlights.
We have good governance hygiene.
We have opted out of the Maryland unsolicited takeover and control share acquisition statutes.
We have annual trustee elections, majority voting, equal voting rights for all common shareholders, and separate board chairperson and CEO positions.
Our board of trustees is diverse by race/ethnicity, gender, age, backgrounds, and skills.
Our board of trustees is notable for the breadth and depth of its industry experience.
We value and expect legal, ethical, thoughtful and inclusive operations and support them with:
A Code of Business Conduct and Ethics.
A Whistleblower Policy with reporting facilities and protections.
Corporate Governance Guidelines.
A Vendor Code of Conduct to help extend the reach of our standards across our value chain.
We administer many programs to support and get the best from our employees so they can provide the best service to our customers and support our communities. Highlights include:
A fully funded health care option.
Wellness reimbursement benefit.
A 401(k) retirement savings plan with an employer match contribution.
Employee assistance program.
Employee discount programs.
A variety of professional development support programs.
A compassion fund to enable employees to support each other in times of need with an employer match.
A performance-based bonus incentive plan for our corporate and managerial employees.
Charitable, corporate and employee contributions to a wide range of programs and communities.

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
31



Our sustainability focus starts at the top, as our Corporate Responsibility Committee (comprised of members of our senior management team) oversees our physical, social and other policy risks and opportunities and reports to our CNCG Committee on our efforts.
Our Environmental Management System helps the stores we directly manage by:
increasing our operating efficiency.
reducing the impacts of our operations on the environment.
We measure our energy and water utilization for a majority of our stores and report that data to the Global Real Estate Sustainability Benchmark ("GRESB").
We are working to increase the production of solar energy from our store locations.
We are optimizing and tracking our waste management at a majority of our stores.


HOW WE DID
Self storage is a sector that feels the cyclical effects of a variety of headwinds and tailwinds including housing market changes; shifts in the sources, nature, number, quality, and locations of jobs; demographics changes (up-sizing, downsizing, family composition changes); factors affecting or limiting new construction and permitting; and supply chain disruptions. While we have a long-term perspective and make strategic decisions and assess performance over periods longer than a year, a few highlights of our performance in 2023 and early 2024 are below:
Acquired 20 wholly-owned self storage facilities in 2023 for approximately $229.5 million.
Increased same store total revenues for 2023 by 2.4% year over year and increased same store NOI for 2023 by 1.6% year over year. Our same store portfolio is defined in our annual report on Form 10-K for the year ended December 31, 2023 ("Form 10-K") filed with the SEC on February 28, 2024. Net Operating Income ("NOI") is defined and reconciled to its most directly comparable U.S. generally accepted accounting principles ("GAAP") measure in Appendix A to this Proxy Statement.
Repurchased an aggregate of 8,836,639 Common Shares for approximately $310.2 million during 2023.
Approved a new share repurchase program in 2023, authorizing but not obligating the repurchase of up to $275 million of Common Shares from time to time.
Entered into a joint venture in 2023 (the "2023 Joint Venture"), in which we hold a 25% ownership interest and a state pension fund advised by Heitman Capital Management LLC ("Heitman") holds a 75% ownership interest. The 2023 Joint Venture may be capitalized by up to $400 million to acquire self storage properties and is managed by one of our subsidiaries.
Entered into a new joint venture in 2024 (the "2024 Joint Venture") in which we have a 25% ownership interest and a subsidiary of Heitman holds a 75% ownership interest. We contributed 56 wholly-owned properties valued at approximately $346.5 million to the 2024 Joint Venture, which is also managed by one of our subsidiaries.
Entered into an agreement in 2023 to sell 71 wholly-owned self storage properties for approximately $540.0 million before disposition costs and credits, of which 32 properties were sold in December 2023 and 38 properties were sold in February 2024.

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
32



OUR PAY

COMPENSATION DISCUSSION AND ANALYSIS

WHO WE PAY

We believe that pay design and pay fairness matter to all of our team members. We also believe that pay is only one of the ways we attract, retain, motivate and show appreciation and support for our people. We are required, however, in this proxy statement to focus disclosures on the compensation of our NEOs. We do so while emphasizing that our day-to-day focus is more inclusive.

Our NEOs for 2023 are:

Tamara D. Fischer, Executive Chairperson
David G. Cramer, CEO and President
Brandon S. Togashi, Executive Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer
William S. Cowan, Jr., Executive Vice President and Chief Strategy Officer
Tiffany S. Kenyon, Executive Vice President, Chief Legal Officer and Secretary


WHAT WE PAID

Name
Salary(1)
Bonus
Non-Equity Incentive Plan Compensation
Stock Awards(2)
All Other Compensation(3)
Total
Tamara D. Fischer
$416,666 — $240,000 $900,000 $13,200 $1,569,866 
David G. Cramer585,419 — 420,000 1,700,000 13,200 2,718,619 
Brandon S. Togashi475,000 — 285,000 750,000 13,200 1,523,200 
William S. Cowan, Jr.286,393 — 183,750 2,000,000 252,225 2,722,368 
Tiffany S. Kenyon325,000 — 96,000 325,000 13,200 759,200 
(1)    The salaries listed for Ms. Fischer and Mr. Cramer are prorated and reflect their 2022 salaries through March 31, 2023 and their 2023 salaries that went into effect as of April 1, 2023. The salary listed for Mr. Cowan reflects the salary received between May 31, 2023, the date of his appointment, and December 31, 2023. The annualized base salaries for each of Ms. Fischer, Mr. Cramer, and Mr. Cowan are set forth below in "–Pay Elements– Salary."
(2)    Reflects the aggregate grant date fair value of LTIP unit awards granted to each of our NEOs in accordance with ASC Topic 718. For more information, see footnote (3) to the Summary Compensation Table below in "–Summary Compensation and Other Tables."
(3)    All other compensation for 2023 comprises the 401(k) employer matching contribution for each NEO other than Mr. Cowan. In the case of Mr. Cowan, all other compensation for 2023 consists of a relocation bonus, reimbursement of costs incurred in connection with his relocation to Denver, Colorado, and tax gross-up payments to offset taxes on such reimbursement. See footnote 1 to the Summary Compensation Table set forth in "–Summary Compensation and Other Tables."


WHAT STANDS OUT ABOUT OUR PAY

When Institutional Shareholder Services (“ISS”) reviewed our pay plans last year they gave us the highest possible grade: 1. Our disclosures show that:
We have good external pay parity: our CEO’s pay is conservative relative to both our selected peers and those selected by ISS.

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
33



We have good internal pay parity: our CEO’s pay is less than double that of the next-highest-paid NEO.
The majority of our CEO’s equity-based pay is performance-based.
We have had consistently high support for our pay plans, averaging 97.9% over the last 5 years.
As of December 31, 2023, our executive chairperson and CEO owned between 10 times and 22 times the minimum amount of our equity that they are required to hold under our Minimum Equity Ownership Guidelines.
The objective metrics of our annual incentive cash bonus program are based on key elements that we believe drive our growth.
The performance metrics of our long-term equity incentive program are based on the overall value that we provide to our shareholders as compared to shareholders of our self storage REIT peers and other REITs.


PAY ELEMENTS
Each of our NEOs is eligible to receive a base salary, an annual cash-bonus based on Company and individual performance factors and longer-term equity-based pay tied to continued employment and, for the performance-based amounts, to achievement of specified goals. In 2023, 80% of our CEO’s annualized target pay and more than 70% of our other NEOs’ annualized average target pay was at risk.
We believe this combination of short- and long-term and stable and variable pay promotes an appropriate balancing of steady and near-term operational and risk management initiatives with a creative and energetic focus on sustainable and exceptional best-in-class customer service, human capital and asset management, and value creation.

SALARY
Base salaries are reviewed annually by our CNCG Committee and may be adjusted to better match competitive market levels or to recognize a NEO's professional growth, development, and increased responsibility. The table below summarizes the 2023 and 2022 base salary for each NEO and, for each NEO serving in such capacity in 2022, the corresponding percentage change against the prior year for each such NEO:
Base Salary
Executive
2023(1)
2022Change
Tamara D. Fischer$300,000 $700,000 (57)%
Arlen D. Nordhagen(2)
100,000 300,000 (67)%
David G. Cramer600,000 550,000 9%
Brandon S. Togashi475,000 450,000 6%
William S. Cowan, Jr.(3)
525,000 N/AN/A
Tiffany S. Kenyon(3)
325,000 N/AN/A
(1)    Reflects the annualized base salaries for 2023 for Messrs. Nordhagen, Cramer, and Cowan and Ms. Fischer. The salaries reflected above for Messrs. Nordhagen and Cramer and Ms. Fischer became effective as of April 1, 2023. The salary reflected above for Mr. Cowan was effective upon his appointment as executive vice president and chief strategy officer on May 31, 2023. For the actual salaries received in 2023 for Messrs. Cramer and Cowan and Ms. Fischer, see the Summary Compensation Table in "–Summary Compensation and Other Tables" below.
(2)    Mr. Nordhagen was a NEO in 2022 but not in 2023. Mr. Nordhagen's salary for 2023 is shown in the table above for comparison purposes only.
(3)    Mr. Cowan and Ms. Kenyon were not NEOs in 2022.


NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
34



The changes in 2023 base salaries were based on the 2022 NEO Benchmarking Analysis and the 2022 Nareit Compensation Survey, each conducted by FPC, to bring base salaries in line with the Company's peers, as discussed below at "–What Informs Our Pay Designs, Metrics and Decisions".
For 2024, our CNCG Committee approved the following base salaries for our NEOs in line with our compensation objectives: $300,000 for Ms. Fischer, $675,000 for Mr. Cramer, $495,000 for Mr. Togashi, $536,025 for Mr. Cowan, and $342,500 for Ms. Kenyon.

ANNUAL INCENTIVE CASH BONUS PAYMENTS
We have provided and expect to continue to provide incentive cash bonuses to encourage outstanding individual and Company performance by motivating our NEOs to achieve short-term Company performance objectives and individual goals. Our annual incentive cash bonus program for our NEOs is based primarily on objective factors aligned with our Company's performance, and to a lesser extent on subjective factors.
2023 Annual Incentive Cash Bonus Program Elements
Objective Performance CriteriaSame Store NOI growth
Rationale: Key performance indicator to evaluate year-over-year operations
Core FFO per share
Rationale: Key performance indicator widely used by REITs and by the Company to evaluate the operations of our properties and excludes various items in net income (loss) that do not relate to or are not indicative of our performance
Capital deployed in acquisitions and strategic initiatives
Rationale: Key performance indicator reflecting the Company's growth, because acquisitions and strategic initiatives are a significant component of the Company's growth strategy
PRO retirements/new PROs or joint ventures signed/strategic initiatives
Rationale: Key performance indicator reflecting the Company's ability to continue its growth over the long-term
Subjective Criteria
Tailored to each NEO
Considered together with the objective elements and accounts for individual achievements not solely based on quantifiable metrics
Weighting
Objective and subjective criteria are weighted for each NEO
Performance Levels
Threshold: Minimum level of performance for incentive cash bonuses to be earned for a particular metric and if not met, no incentive cash bonuses will be earned for that metric
Target: Level of performance that must be met for incentive cash bonuses to be earned at the target amount for a particular metric
Maximum: Level of out-performance above target for a particular metric and, if met or exceeded, the incentive cash bonuses will be capped at the maximum level for such performance metric
Payout Range
From 50% (at threshold) to 150% (at maximum performance) of target amount
If performance falls between two levels, linear interpolation applies

    For an explanation of how we calculate NOI and Core FFO, which are both non-GAAP financial measures, see Appendix A to this Proxy Statement.

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
35



The performance levels of each metric are set annually by the CNCG Committee and are intended to take into account, among other things, the Company's prior performance and market conditions that may influence or affect the Company's performance during the upcoming year.
The following table shows the objective metrics and weightings for the 2023 incentive cash bonus opportunity for our NEOs, along with the actual performance achieved in 2023 for the objective metrics.
2023 Annual Incentive Levels
Performance CriteriaWeighting for each NEOThresholdTargetMaximumActual
Same Store NOI Growth25 %2.8 %4.5 %5.8 %1.6 %
Core FFO per Share
35 %$2.77$2.84$2.90$2.69
Capital deployed on acquisitions and strategic initiatives
    ($ millions)(1)
10 %$200.0$250.0$300.0$539.5
PRO retirements/ new PROs or JVs signed/strategic initiatives15 %1233
Individual Based Goals
15 %— — — — 
(1)    Includes capital deployed in the Company's Common Share repurchase program.


The individual based goals for our NEOs in 2023 included the enhancement of technology platforms, implementation of our new property management system, and improved processes with respect to revenue management strategies.
The operating metrics set forth above are used for the limited purpose described above and should not be understood to be statements of management’s expectations of our future results or other guidance. Investors should not apply these metrics in any other context.
The following table shows the threshold, target and maximum incentive cash bonus opportunities that were available to each of our NEOs for 2023, as well as the actual bonus earned for the year ended December 31, 2023 and the percentage that the actual bonus earned bears to the target bonus amount. Whether any of the threshold, target or maximum bonus levels were attained was determined by our CNCG Committee based on achievement and weighting of the criteria set forth in the table above.
2023 Incentive Cash Bonus Levels
ExecutiveThresholdTargetMaximumActualActual as a Percentage of Target
Tamara D. Fischer
$200,000 $400,000 $600,000 $240,000 60 %
David G. Cramer350,000 700,000 1,050,000 420,000 60 %
Brandon S. Togashi
237,500 475,000 712,500 285,000 60 %
William S. Cowan, Jr.(1)
153,125 306,250 459,375 183,750 60 %
Tiffany S. Kenyon80,000 160,000 240,000 96,000 60 %
(1)    The 2023 incentive cash bonus threshold, target and maximum levels for Mr. Cowan are prorated based upon his first day of employment on May 31, 2023. As a result, the incentive cash bonus threshold, target and maximum levels for Mr. Cowan in future years may be materially different.




NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
36



EQUITY-BASED PAY
LONG-TERM EQUITY INCENTIVE COMPENSATION
Our CNCG Committee believes that a substantial portion of each NEO's compensation should be in the form of long-term equity incentive compensation because equity incentive awards:
Encourage management to create shareholder value over the long-term;
Promote management retention because full vesting of the awards generally requires continued employment for multiple years; and
Encourage Company growth and the achievement of our business strategies that can take more than one year to execute when they are tied to specific performance criteria.
Long-term equity incentive compensation may be granted in many forms under our 2015 Equity Incentive Plan ("2015 Plan"). For a further description of such awards, see "–Awards Under the Plan" below. We currently use LTIP unit awards in connection with our executive compensation program.
Our long-term equity incentive compensation framework is designed to align the interests of the Company's NEOs with those of the Company's shareholders in a multi-year pay-for-performance structure utilizing both performance-based and time-based LTIP unit awards. The awards are structured to reward, among other things, favorable shareholder returns, the Company’s competitive position within its segment of the real estate industry, and each NEO's contributions to the Company. For each long-term incentive grant in 2023, 40% of the target dollar value of the award is time-based, and the remaining 60% is performance-based. We may also issue long-term incentive grants in connection with the hiring or promotion of NEOs, which may be in this same format or which may be composed of a different proportion of time-based and performance-based awards. In connection with the appointment of Mr. Cowan, Mr. Cowan received an award of 66,836 LTIP units, of which 38,241 vest over the course of four years, and 28,595 represent the maximum amount of LTIP units that may vest contingent upon the achievement of certain performance criteria, all together valued at $2,000,000 as of the grant date.
Previously, the performance-based portion of the LTIP awards were based 50% on the Company's three-year relative TSR versus the MSCI US REIT Index (the "Prior MSCI Component"), and 50% on the Company's three-year relative TSR versus the Company's four public company self storage REIT peers (the "Prior Storage Peer Component"). However, as a result of the merger between two members of the Company's public company self storage REIT peers in July 2023, one member of the peer group was eliminated as a standalone company. Because each member of the peer group must be part of the group for the entire three-year performance period, the CNCG Committee determined that it would be appropriate to amend certain aspects of the LTIP awards to our NEOs for the performance periods ending December 31, 2023, December 31, 2024 and December 31, 2025 for purposes of determining the portions of the awards that vest.
The CNCG Committee revised the LTIP awards granted for the performance period ending December 31, 2023 to, among other things, (i) reduce the size of the public company self storage REIT peers from four members to three members as a result of the above referenced merger, and (ii) modify the Prior Storage Peer Component to provide for no vesting of the relevant portion of the awards if the Company ranked in fourth place.
The CNCG Committee revised the LTIP awards granted for the performance periods ending December 31, 2024 and December 31, 2025 to, among other things, (i) reduce the size of the public company self storage REIT peers from four members to three members as a result of the above referenced merger, (ii) modify the Prior Storage Peer Component of the awards to now compare the Company's TSR to the cumulative three-year weighted average TSR of the peer group ("Peer Group 3-Year Weighted Average TSR"), plus or minus a certain number of basis points as set forth below (instead of having payout determined by achieving either fourth place for the minimum award, 110% of the peer group average TSR for the target award, or first place for the maximum award) (such modified component is referred to as the "Storage Peer Component"), and (iii) modify the allocation of performance-based LTIP units such that thirty percent (30%) of the potential award is based on the Storage Peer Component, and seventy percent (70%) of the potential award is based on the Company's three-year TSR versus the MSCI US REIT

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
37



Index (referred to below as the "MSCI Component"), with the allocation percentages subject to a ten percent (10%) decrease in the case of the Storage Peer Component, and ten percent (10%) increase in the case of the MSCI Component, if another peer is removed from the peer group. The terms of the LTIP awards with performance periods ending December 31, 2024 and December 31, 2025, as well as the LTIP awards granted with a performance period from January 1, 2024 through December 31, 2026, are depicted below.

100% of target dollar value of LTIP unit award60% Performance-Based
70% 3-Year TSR versus MSCI US REIT Index (MSCI Component)(1)
30% 3-Year TSR versus Peer Group 3-Year Weighted Average TSR (Storage Peer Component)(1)
3-YEAR CLIFF VESTING IF FUTURE RELATIVE PERFORMANCE IS MET
MSCI Component
Storage Peer Component(2)
Result
% of Target to Vest(3)
MSCI US REIT Index Percentile
% of Target to Vest(3)
Peer Group 3-Year Weighted Average TSR(4)
MinimumBelow 35th PercentileLess than Peer Group 3-Year Weighted Average TSR minus 750 basis points
Threshold50%35th Percentile50%
Peer Group 3-Year Weighted Average TSR minus 750 basis points
Target100%55th Percentile100%
Peer Group 3-Year Weighted Average TSR plus 100 basis points
Maximum200%75th Percentile200%
Peer Group 3-Year Weighted Average TSR plus 750 basis points
40% Time-Based
3-YEAR VESTING PERIOD - 1/3 OF THE AWARD VESTING EACH YEAR
Vesting occurs each January 1 beginning in the first calendar year following the date of grant
Vesting subject to continued employment of the NEO
(1) If any public company self storage REIT peer is removed from the peer group during the performance period, then the allocation percentage for the MSCI Component will increase by ten percent (10%), and the allocation percentage for the Storage Peer Component will be reduced by ten percent (10%).
(2)    As of December 31, 2023, there were four public company self storage REIT peers, including us.
(3) Represents the percentage of the target dollar value of the portion of the total performance-based LTIP unit award relating to this metric.
(4)    The Peer Group 3-Year Weighted Average TSR is determined excluding the Company TSR and takes into account the following for each member of the peer group: common equity capitalization (on a fully diluted basis, assuming the conversion of all convertible securities and exchange on a one-for-one basis of all outstanding units in the peer group member's operating partnership for common shares or other securities), preferred equity capitalization, and debt capitalization.

The performance-based LTIP unit awards granted to our NEOs in 2023 represent the maximum amount of LTIP units that can vest contingent upon the achievement of the performance criteria discussed above during the period between January 1, 2023 and December 31, 2025 (the "performance period"). If the Company TSR is between threshold and target, or target and maximum, performance with respect to the MSCI Component or the Storage Peer Component, then the percentage of the MSCI Component or Storage Peer Component to vest will be determined by linear interpolation between the threshold and target, or target and maximum, amounts. If the Company's TSR during the performance period relative to the TSR of the companies in the MSCI US REIT Index equals or exceeds the 75th percentile, or if our TSR exceeds the Peer Group 3-Year Weighted Average TSR plus 750 basis points under the Storage Peer Component, each NEO will earn 200% of the target amount of the MSCI Component or Storage Peer Component, as applicable. If a criterion's threshold level of performance is not achieved,

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
38



such that our TSR during the performance period relative to the TSR of the companies in the MSCI US REIT Index is less than the 35th percentile or that our TSR is less than the Peer Group 3-Year Weighted Average TSR minus 750 basis points, then none of the performance-based awards will vest with respect to that criterion.
Majority Performance BasedRelative TSR MetricsOutpeformance Required
The majority of our LTIP award grants (60%) are predicated on performance.All of our performance-based LTIP awards are based on TSR performance versus the MSCI US REIT Index and the Peer Group 3-Year Weighted Average TSR.The Company must perform above average as compared to the MSCI US REIT Index and the Peer Group 3-Year Weighted Average TSR in order to achieve target payout.

We have focused on the Company’s TSR performance relative to the TSR of our peers in the self storage industry because TSR achievement is a particularly useful metric for ensuring that our executives are thinking about the interests of our shareholders as they execute on our business plans.
During the vesting period for the performance-based LTIP units, each NEO will be entitled to receive interim distributions with respect to each performance-based LTIP unit at the maximum level equal to 10% of the distributions paid to a holder of an equal number of OP units. Upon vesting, each NEO will be entitled to receive full distributions payable in cash on each such performance-based LTIP unit earned equal to the distributions payable during the vesting period on an equal number of OP units less the amount of interim distributions already paid. Thereafter, each NEO will be entitled to receive distributions on each vested LTIP unit equal to the distributions paid to a holder of an OP unit as distributions on OP units are made.

During the vesting period for time-based LTIP units, each NEO will be entitled to receive distributions with respect to each time-based LTIP unit equal to the distributions paid to a holder of an equivalent number of OP units, as distributions on OP units are made.

If a NEO's employment is terminated by us without "cause" or by the NEO for "good reason" (each as defined in the applicable employment agreement), or by reason of the NEO's death or "disability" (as defined in the applicable employment agreement) prior to the completion of the vesting period, then:

in the case of a termination by us without "cause" or by the NEO for "good reason", 100% of the unvested LTIP awards held by the NEO will become fully vested and free of restrictions.
in the case of a termination due to death or disability, the following vesting terms ("Death or Disability Vesting Terms") apply with respect to outstanding unvested awards held by the NEO:
with respect to outstanding unvested time-based share awards, a prorated portion (based on the number of days of employment since the immediately preceding January 1st until the date of death or disability, as applicable, over 365) of such awards that would have vested on the next vesting date applicable to such awards will become vested and free of restrictions and any remaining portion of such awards will be forfeited; and
with respect to outstanding unvested performance-based share awards, such awards that vest based on the performance requirements pursuant to the applicable award agreements underlying such awards shall vest, as if no termination of service had occurred.
The following table summarizes the minimum, threshold, target and maximum number of performance-based LTIP unit awards granted in 2023 that may be earned by each NEO contingent upon performance between January 1, 2023 and December 31, 2025 and the total number of time-based awards granted in 2023 that each NEO may earn by January 1, 2026 or, in the case of Mr. Cowan, by June 10, 2027:

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
39



NEO
Performance-based Award(1)
Time-based Award(2)
MinimumThresholdTargetMaximum
Tamara D. Fischer— 6,37712,753 25,504 9,967 
David G. Cramer— 12,04424,087 48,173 18,827 
Brandon S. Togashi— 5,31410,627 21,254 8,306 
William S. Cowan, Jr.— 7,15014,298 28,595 38,241 
Tiffany S. Kenyon— 2,3044,606 9,211 3,600 
(1)    For each level of performance, the number of units shown in the table above assumes that the same level of performance is achieved for both the MSCI Component and the Storage Peer Component.
(2)    With respect to the NEOs other than Mr. Cowan, on January 1, 2024, one-third of the time-based awards set forth in this column vested. The remaining two-thirds are scheduled to vest in equal annual installments on January 1, 2025 and January 1, 2026, respectively, subject to the continued employment of the NEO. With respect to Mr. Cowan, the time-based award is scheduled to vest as follows, subject to the continued employment of Mr. Cowan: 3,642 LTIP units on June 10, 2024, 17,300 LTIP units on June 10, 2025, 10,471 LTIP units on June 10, 2026, and 6,828 LTIP units on June 10, 2027.

During the performance period from January 1, 2021 through December 31, 2023, the Company's 3-year relative TSR ranked in approximately the 67th percentile as compared to the TSR of companies in the MSCI US REIT Index and in 4th place as compared to the TSR of its public company REIT peers in the self storage industry. The following table summarizes the actual number of performance-based LTIP unit awards that vested on January 1, 2024 as a result of performance during the performance period from January 1, 2021 through December 31, 2023.
NEO
Performance-based Award Units Vested on January 1, 2024
Tamara D. Fischer17,166
David G. Cramer6,386
Brandon S. Togashi5,652

EQUITY INCENTIVE PLAN
Our 2015 Plan allows for grants of share options, restricted Common Shares, phantom shares, dividend equivalent rights, LTIP units and other restricted limited partnership units issued by our operating partnership and other equity-based awards.
Our 2015 Plan is administered by our CNCG Committee. The CNCG Committee consists solely of independent trustees, each of whom is intended to be, to the extent required by Rule 16b-3 under the Exchange Act, a non-employee trustee.
In connection with our IPO, we terminated our operating partnership's prior equity incentive plan ("Prior Incentive Plan") but the awards granted thereunder remained outstanding after its termination.
For information about our 2024 Equity Incentive Plan ("2024 Plan"), see "–Pay-Related Votes–Proposal 5 on Approval of 2024 Equity Incentive Plan".
AVAILABLE SHARES
Our 2015 Plan provides for grants of equity-based awards in a quantity up to an aggregate of 5% of the Common Shares issued and outstanding from time to time on a fully diluted basis (assuming, if applicable, the exercise of all outstanding options and the conversion of all warrants and convertible securities, including OP units and subordinated performance units, into Common Shares). If an award granted under our 2015 Plan expires, is forfeited or terminates, the Common Shares subject to any portion of the award that expires, is forfeited or terminates without having been exercised or paid, as the case may be, will again become available for issuance of

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
40



additional awards. Unless previously terminated by our board of trustees, no new award may be granted under our 2015 Plan after April 18, 2025.
AWARDS UNDER THE PLAN
Restricted Shares
A restricted share award is an award of Common Shares that are subject to forfeiture, vesting schedules, restrictions on transferability and such other restrictions as our CNCG Committee may impose at the date of grant. The restrictions may lapse separately or in combination at such times, under such circumstances, including, without limitation, a specified period of employment or the satisfaction of pre-established criteria, in such installments or otherwise, as our CNCG Committee may determine. In general, restricted share awards granted to non-executive employees vest in installments over a vesting period of at least three years. Generally, a participant granted restricted Common Shares has all of the rights of a shareholder, including, without limitation, the right to vote and the right to receive dividends on the restricted Common Shares. Although dividends will be paid on restricted Common Shares, whether or not vested, at the same rate and on the same date as on our Common Shares (unless otherwise provided in an award agreement), holders of restricted Common Shares are prohibited from selling such shares until they vest.
    LTIP Units
LTIP units are a special class of partnership interest in our operating partnership. Each LTIP unit awarded will be deemed equivalent to an award of one Common Share under the 2015 Plan and will reduce the total number of equity awards available under the plan on a one-for-one basis. The vesting period for LTIP units, if any, will be determined at the time of issuance, and for non-executive employees, LTIP unit awards generally vest in installments over a vesting period of at least three years. For information about the vesting of LTIP unit awards granted to our NEOs, please see "–Pay Elements–Equity-Based Pay–Long-Term Equity Incentive Compensation." Initially, LTIP units will not have full parity with OP units with respect to liquidating distributions. Under the terms of the LTIP units, our operating partnership will revalue its assets upon the occurrence of certain specified events, and any increase in valuation from the time of grant until such event will be allocated first to the holders of LTIP units to equalize the capital accounts of such holders with the capital accounts of OP unit holders. Upon equalization of the capital accounts of the holders of LTIP units with other holders of OP units, the LTIP units will achieve full parity with OP units of our operating partnership for all purposes, including with respect to liquidating distributions. For LTIP units granted under our Prior Incentive Plan or our 2015 Plan, upon reaching parity (or, under the 2015 Plan, earlier if provided under the individual award agreement), holders of LTIP units will be entitled to receive distributions from our operating partnership in the same amounts as those made on our Common Shares whether or not such LTIP units are vested. If such parity is reached, vested LTIP units may be converted into an equal number of OP units, and thereafter enjoy all the rights of OP units. However, there are circumstances under which such parity would not be reached. Until and unless such parity is reached, the value that will be realized for a given number of vested LTIP units will be less than the value of an equal number of Common Shares.
    Other Equity-Based Awards
Our 2015 Plan authorizes the granting of other awards based upon our Common Shares (including share options, phantom shares, securities convertible into Common Shares, and dividend equivalents), subject to terms and conditions established at the time of grant.
We have filed with the SEC a Registration Statement on Form S-8 registering the offers and sales of our Common Shares issuable under our Equity Incentive Plan.
EQUITY COMPENSATION PLAN INFORMATION
The following table presents certain information about our equity compensation plans as of December 31, 2023:

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
41



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 at fiscal year‑end for future issuance under equity compensation plans (excluding securities reflected in column (a))(1)
(a)
(b)
(c)
Equity compensation plans approved by shareholders
N/A
N/A5,478,612
Equity compensation plans not approved by shareholders
— — — 
Total
N/A
N/A
5,478,612

(1)    The number of securities remaining available for issuance under our equity compensation plans as of December 31, 2023 as indicated in column (c) in the table above is equal to 7,081,073 securities, which is the total number of securities available to us under our 2015 Plan as of December 31, 2023 to make grants of share options, restricted Common Shares, phantom shares, dividend equivalent rights, LTIP units and other restricted limited partnership units issued by our operating partnership and other equity-based awards less 1,602,461 (including 168,400 securities that were previously awarded under the 2015 Plan but have been forfeited), which is the number of securities that have been issued (but not forfeited) under our 2015 Plan. The number of securities remaining available for issuance under our equity compensation plans as of December 31, 2023 as indicated in column (c) in the table above does not take into account forfeitures due to tax withholding. Our 2015 Plan provides for grants of equity awards up to, in the aggregate, the equivalent of 5% of the issued and outstanding Common Shares from time to time on a fully diluted basis (assuming, if applicable, the exercise of all outstanding options and the conversion of all warrants and convertible securities into Common Shares) at the time of the award. We estimate that the number of Common Shares issued and outstanding on a fully diluted basis is equal to 141,621,456. This is comprised of 82,285,995 Common Shares issued and outstanding as of December 31, 2023 and up to 59,335,461 Common Shares issuable directly or indirectly upon conversion or exchange of the outstanding units in our operating partnership and certain of its subsidiaries as of December 31, 2023, assuming that all such units are convertible into or exchangeable for Common Shares directly or indirectly on a one for one basis, in the case of OP units, OP units in one or more subsidiaries of our operating partnership ("DownREIT OP units") and LTIP units, and on a 1.55 to one basis, in the case of subordinated performance units and subordinated performance units in one or more subsidiaries of our operating partnership ("DownREIT subordinated performance units"), and that existing lock-up prohibitions on conversions and exchanges do not apply. For additional information on the conversion of subordinated performance units (including DownREIT subordinated performance units) into OP units, see "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Cash Distributions from our Operating Partnership" in our annual report on Form 10-K for the year ended December 31, 2023, filed with the SEC. The actual number of OP units into which subordinated performance units will become convertible may vary significantly from these estimates and will depend upon the conversion formula in effect at the time of conversion. This table excludes 2,474,710 LTIP unit awards granted under our Prior Incentive Plan because our Prior Incentive Plan was terminated in connection with the closing of our IPO. As of December 31, 2023, we did not have any options, warrants or rights to purchase Common Shares outstanding under our equity compensation plans.


AMENDMENTS AND TERMINATION
Our board of trustees may amend, suspend, alter or discontinue our 2015 Plan but cannot take any action that would impair the rights of an award recipient with respect to an award previously granted without such award recipient's consent unless such amendments are required in order to comply with applicable laws. Our board of trustees may not amend our 2015 Plan without shareholder approval in any case in which amendment in the absence of such approval would cause our 2015 Plan to fail to comply with any applicable legal requirement or applicable exchange or similar requirement, such as an amendment that would:
other than through adjustment as provided in our 2015 Plan, increase the total number of Common Shares reserved for issuance under our 2015 Plan;
materially expand the class of trustees, officers, employees, consultants and advisors eligible to participate in our 2015 Plan;
reprice any share options under our 2015 Plan; or
otherwise require such approval.


NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
42



BENEFITS/PERKS/OTHER
EMPLOYEE BENEFITS
We have a tax-qualified 401(k) Retirement Savings Plan, or the 401(k) plan. All eligible employees may participate in our 401(k) plan, including our NEOs. Under our 401(k) plan, employees are eligible to defer a portion of their salary, and we currently match a portion of each eligible employee's contributions. We do not enable our employees to invest in our Common Shares through our 401(k) plan.
PERQUISITES AND OTHER PERSONAL BENEFITS
We provide no perquisites or other personal benefits to our NEOs, except as disclosed in our Summary Compensation Table in "–Summary Compensation and Other Tables" below.


WHAT INFORMS OUR PAY DESIGNS, METRICS AND DECISIONS
We use our pay designs, metrics, and decisions as some of many tools to:
attract, retain, motivate and provide direction and parameters to top talent.
encourage the achievement of our business strategies and operational goals.
encourage appropriate risk taking and reflect sound corporate governance practices.
align NEOs’ and shareholders’ interests and support sustainable value creation.
Our CNCG Committee, in consultation with our outside compensation consultant, FPC, conducts compensation benchmarking analyses to ensure that our compensation programs for our NEOs and independent trustees are competitive with those of certain other publicly traded REITs (each, a "Benchmarking Analysis" and together, the "Benchmarking Analyses"). The Benchmarking Analyses include a comprehensive review of each component of the total compensation opportunities for our NEOs and independent trustees relative to market data for REITs with market capitalization and enterprise value similar to that of our Company. We refer to this group of REITs as our "peer group". The peer group used for the 2023 independent trustee Benchmarking Analysis and 2022 NEO Benchmarking Analysis is listed below.

Peer Group Companies
Apartment Income REIT Corp.Kite Realty Group Trust
Brixmor Property Group Inc.Life Storage, Inc.
Cousins Properties IncorporatedOmega Healthcare Investors, Inc.
CubeSmartRexford Industrial Realty, Inc.
EastGroup Properties, Inc.STAG Industrial, Inc.
First Industrial Realty Trust, Inc.
The market data for our NEOs was sourced from FPC’s proprietary database and the 2021, 2022 and 2023 Nareit Compensation Surveys conducted by FPC. For our independent trustees, the market data was sourced from the 2023 National Association of Corporate Directors Director Compensation Report (as well as prior years), the Top 100 Real Estate Compensation Analysis conducted by FPC in June 2023, and the public filings of the REITs

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
43



included in the analysis. This information was considered by our CNCG Committee in approving increased annual base salaries for our NEOs in 2023 and 2024, as set forth above under "–Pay ElementsSalary." The independent trustee Benchmarking Analysis was considered by our CNCG Committee in approving our independent trustee compensation program for 2023, which remains in place for 2024, as described above under "Our Board–How We Are Paid." Any changes approved are intended to better align each NEO's and independent trustee's total compensation with the peer group.

    We also apply a collection of good pay governance standards and parameters to our pay designs and decisions including the following:
KEY PAY GOVERNANCE FEATURES
What we do and have....What we don't do and don't have....
üPay for performance, including incentive compensation (both cash and equity) that is subject to achievement of various performance objectivesûNo excise tax gross-ups with respect to payments made in connection with a change of control
üSalaries comprise a relatively modest portion of each NEO's overall compensation opportunityûNo non-qualified deferred compensation or supplemental retirement benefits for our NEOs
üBalance of short-term and long-term incentivesûNo hedging of the value of Company securities
üMinimum equity ownership guidelines for our executive officers and trusteesûNo uncapped cash and equity incentive awards
ü
Policy for the recovery of erroneously awarded incentive compensation
ûNo excessive perquisites to NEOs
üLimitations on pledging of Company securities by executive officers and trustees
üIndependent compensation consultant
üTake into consideration shareholder feedback on compensation, including "say on pay" votes
ü"Double-trigger" change of control benefits

    
HOW WE OVERSEE AND APPLY OUR PAY PROGRAMS
ROLES OF OUR CNCG COMMITTEE, COMPENSATION CONSULTANT AND MANAGEMENT
    CNCG Committee
Our CNCG Committee, which is comprised entirely of independent trustees, has overall responsibility for monitoring the performance of our NEOs and evaluating and approving our executive compensation plans, policies and programs. In addition, our CNCG Committee oversees our 2015 Plan and will oversee our 2024 Plan, subject to the approval of the 2024 Plan at the Annual Meeting.
Our CNCG Committee determines all components of our executive chairperson's compensation. With respect to our other NEOs, our CNCG Committee seeks input from our executive chairperson and reviews and approves all components of the other NEOs' compensation.

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
44



    Compensation Consultant
Our CNCG Committee has engaged FPC, an outside compensation consultant, to provide guidance with respect to the development and implementation of our compensation programs. FPC provides our CNCG Committee with advice concerning the types and levels of compensation to be paid to our NEOs and independent trustees.
Our CNCG Committee policy requires that its compensation consultants be independent of Company management. Our CNCG Committee performs an annual assessment to determine whether FPC is independent. Our CNCG Committee assessed FPC's independence most recently in February 2024 and determined that the engagement did not raise any conflict of interests with management.
    Management
Ms. Fischer, our executive chairperson, Mr. Nordhagen, our vice chairperson, and Mr. Cramer, our president and CEO and member of our board of trustees, generally attend CNCG Committee meetings and provide information as to the individual performance of the NEOs and other key employees. Ms. Fischer makes annual recommendations to our CNCG Committee with respect to our other NEOs (including Mr. Cramer) and other key employees. Nonetheless, all components of our NEOs' compensation are approved by our CNCG Committee in its sole discretion and our executive chairperson is not present during our CNCG Committee’s determination with respect to her own compensation.

RECOVERY POLICY FOR ERRONEOUSLY AWARDED INCENTIVE COMPENSATION
In compliance with the final rules adopted by the SEC and the listing standards adopted by the NYSE, we have adopted a policy which, subject to limited exceptions, requires us to recover erroneously awarded incentive compensation paid to our executive officers based on financial results that are subsequently restated.
MINIMUM EQUITY OWNERSHIP GUIDELINES
Our minimum equity ownership guidelines require each executive officer and independent trustee to maintain a minimum number of Common Shares (including OP units and LTIP units), 6.000% Series A cumulative redeemable preferred shares of beneficial interest ("Series A Preferred Shares") and 6.000% Series B cumulative redeemable preferred shares of beneficial interest ("Series B Preferred Shares") having a market value equal to a specified multiple of the individual's annual base salary (in the case of our executive officers) or annual cash compensation (in the case of our independent trustees) as specified below, which is determined at the time that they become subject to the policy or experience a change of position that increases the requirement. Each person covered by the policy is required to meet these requirements within five years after the date that they became subject to the policy (or, if the requirements increase due to a change in position of employment, any incremental increase in the required ownership level must be satisfied within five years after the change in position has become effective). The minimum equity ownership guidelines exclude any Common Shares or OP units pledged by a trustee or executive officer for purposes of determining if the minimum ownership requirements are met. The CNCG Committee annually reviews progress toward achieving these ownership levels. As of March 15, 2024, each executive officer and each independent trustee complied with the minimum equity ownership guidelines.
Position/NEO Subject to Guidelines
Requirement During 2023(1)
Approximate Multiple of Required Amount Owned as of December 31, 2023(2)
Ms. Fischer6x10.8x
Mr. Cramer5x22.0x
Mr. Togashi3x2.8x
Mr. Cowan3x
0.9x(3)
Ms. Kenyon3x1.2x
Independent Trustees5x1.7x -14.2x

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
45



(1)    Expressed as a multiple of annual base salary for NEOs and annual cash compensation for independent trustees (without regard to whether such annual cash compensation is taken in equity) at the time that the NEOs and independent trustees became subject to the guidelines or, if applicable, at the time that the NEOs experienced a change in employment which increased the requirement ("Measurement Time"). This multiple is then converted into a required number of shares that must be held based upon the share price at the Measurement Time ("Required Amount").
(2)    Calculated based on the number of Common Shares, OP units, vested LTIP units, time-based unvested LTIP units, Series A Preferred Shares and Series B Preferred Shares that are held and not pledged as of December 31, 2023 and the Required Amount that must be held, which is determined in the manner set forth in clause (1) above.
(3)    Each person covered by the minimum equity ownership guidelines must meet the requirements within five years after the date that they became subject to the policy (or, if the requirement increases due to a change in position of employment, any incremental increase in the required ownership level must be satisfied within five years after the change in position has become effective).

POLICY ON HEDGING AND PLEDGING TRANSACTIONS
We prohibit our executive officers, trustees, employees who are located at our corporate headquarters and hold a position at or above the director level, PRO advisory committee members, and other PRO employees whom we consider to hold the most senior PRO operations and finance position(s), from engaging in hedging transactions involving Company securities (which includes any securities issued by, or convertible or exchangeable for securities issued by, the Company or our subsidiaries). Prohibited hedging transactions include the use of financial instruments such as puts, calls, prepaid variable forward contracts, equity swaps, short sales, collars and exchange funds. This prevents such persons from continuing to own Company securities without having the full risks and rewards of ownership, which could cause such persons to have objectives that are not aligned with the Company's other shareholders. We have also adopted limitations on the ability of our executive officers and trustees to pledge Common Shares and OP units, with such pledges not to exceed the lesser of (i) 50% of each person's Common Shares and OP units on an aggregate basis or (ii) 2.5% of the Company's outstanding Common Shares, without taking into account any OP units. If an executive officer or trustee exceeds this threshold as a result of the Company repurchasing Common Shares pursuant to its share repurchase program, such person will not be deemed to be in violation of the threshold, but such person may not pledge additional Common Shares or OP units until he or she is within the threshold. If an individual exceeds the threshold (other than as a result of the Company repurchasing Common Shares pursuant to its share repurchase program), then promptly after discovery, such person shall remedy this by (i) causing the release of a portion of his or her pledged securities; (ii) acquiring additional Common Shares and/or OP units (or a combination thereof), such that his or her pledged securities no longer exceeds the permitted pledging threshold; or (iii) some other method approved by the CNCG Committee. We recognize that by allowing such limited pledging arrangements, our executive officers and trustees are able to pursue their respective business interests without the need to sell Company securities to raise additional capital.
TAX GROSS-UP PAYMENTS
We do not provide any gross-up or similar payments to our NEOs except in relation to certain relocation expenses as described in the Summary Compensation Table under "–Summary Compensation and Other Tables" below. According to their employment agreements, if any payments or benefits to be paid or provided to any NEO would be subject to "golden parachute" excise taxes under Section 4999 of the Code, the NEO's payments and benefits under his or her employment agreement will be reduced to the extent necessary to avoid such excise taxes, but only if such a reduction of pay or benefits would result in a greater net after-tax receipt for the NEO.
TAX IMPLICATIONS - DEDUCTIBILITY OF NEO COMPENSATION
Section 162(m) of the Internal Revenue Code ("Code") limits the deductibility on the Company’s tax return of compensation over $1 million to any of the chief executive officer and the two most highly compensated executive officers of the Company other than the chief executive officer. The Company believes that, because it has elected and believes it has qualified as a REIT under the Code and pays dividends sufficient to minimize federal income taxes, the payment of compensation that is not deductible under Section 162(m) will generally not affect the Company’s net income in any material amount. Our CNCG Committee’s compensation policy and practices therefore are not directly guided by considerations relating to Section 162(m).

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
46



RISK CONSIDERATIONS IN OUR COMPENSATION PROGRAMS
Our CNCG Committee has discussed the concept of risk as it relates to our compensation programs with management and FPC, and our CNCG Committee does not believe the goals, or the underlying philosophy, of our compensation programs encourage excessive or inappropriate risk taking.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of our CNCG Committee is a current or former officer or employee of ours or any of our subsidiaries. None of our NEOs serves as a member of the board of trustees (or equivalent) or compensation committee (or other board committee performing equivalent functions) of any company that has one or more of its executive officers serving as a member of our board of trustees or CNCG Committee.


COMPENSATION COMMITTEE REPORT
The CNCG Committee evaluates and establishes compensation for our NEOs and administers our 2015 Equity Incentive Plan. While management has the primary responsibility for our financial reporting process, including the disclosure of executive compensation, the CNCG Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth in this Proxy Statement. The CNCG Committee is satisfied that the Compensation Discussion and Analysis fairly represents the philosophy, intent and actions of the CNCG Committee with regard to executive compensation. The CNCG Committee recommended to our board of trustees that the Compensation Discussion and Analysis be included in this Proxy Statement for filing with the SEC.

Members of the CNCG Committee

Rebecca L. Steinfort, Chairperson
Paul W. Hylbert, Jr.
Chad L. Meisinger

The foregoing Compensation Committee Report shall not be deemed under the Securities Act or the Exchange Act to be (i) "soliciting material" or "filed" or (ii) incorporated by reference by any general statement into any filing made by us with the SEC, except to the extent that we specifically incorporate such report by reference.



PAY-RELATED VOTES

PROPOSAL 3 ON EXECUTIVE COMPENSATION

PROPOSAL 3: NON-BINDING VOTE ON EXECUTIVE COMPENSATION
We are requesting that our shareholders approve, on an advisory (non-binding) basis, the compensation of our NEOs as disclosed in this Proxy Statement, by voting on the following resolution:
"RESOLVED, that our shareholders approve, on an advisory basis, the compensation of our NEOs as described in this Proxy Statement for the 2024 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and narrative disclosure."
Because your vote is advisory, it will not be binding upon us or our board of trustees. However, the CNCG

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
47



Committee, which is responsible for designing and administering our executive compensation programs, values your opinion and has and will continue to take into account the outcome of the vote when considering future executive compensation arrangements.
If a quorum is present, the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting is required to approve, on an advisory basis, the compensation of our NEOs. Proxies solicited by our board of trustees will be voted FOR this proposal, unless otherwise instructed. Abstentions and broker non-votes 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 purposes of determining the presence of a quorum.
Our board of trustees recommends a vote FOR approval of the compensation of our NEOs as described in the Compensation Discussion and Analysis, the compensation tables and other narrative disclosure in this Proxy Statement.


PROPOSAL 4 ON FREQUENCY OF COMPENSATION VOTES

PROPOSAL 4: NON-BINDING VOTE ON FREQUENCY OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION
We are providing our shareholders with the opportunity to vote, on an advisory and non-binding basis, on whether the Company will seek an advisory vote on the compensation of our NEOs every one, two or three years. By voting on this proposal, you will be able to specify how frequently you would like us to hold an advisory vote on the compensation of our NEOs.
After careful consideration of this proposal, our board of trustees has determined that an advisory vote on executive compensation that occurs every year is the most appropriate alternative for our Company, and therefore our board of trustees recommends that you vote for a one-year interval for the advisory vote on executive compensation. In formulating its recommendation, our board of trustees considered that an annual advisory vote on executive compensation will allow our shareholders to provide us with their direct input on our compensation philosophy, policies, and practices as disclosed in our annual Proxy Statement. Additionally, an annual advisory vote on executive compensation is consistent with our policy of seeking input from, and engaging in discussions with, our shareholders on corporate governance matters and our executive compensation philosophy, policies, and practices.
You may cast your vote on your preferred voting frequency by choosing the option of every year, every two years, or every three years, or you may abstain from voting. If a quorum is present, the option of every year, every two years, or every three years that receives a majority of the votes cast on the proposal will be the frequency for the advisory vote on executive compensation that has been selected by shareholders. For purposes of this advisory vote, abstentions and broker non-votes 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 purposes of determining the presence of a quorum. In the event that no option receives a majority of the votes cast, we will consider the option that receives the most votes to be the option selected by shareholders. In either case, this vote is advisory and not binding on us or our board of trustees and our board of trustees may decide that it is in the best interests of our shareholders and our Company to hold an advisory vote on executive compensation more or less frequently than the option selected by our shareholders.
Our board of trustees recommends a vote FOR the option of "EVERY YEAR" as the frequency for future advisory votes on compensation of our NEOs.



NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
48



PROPOSAL 5 ON APPROVAL OF OUR 2024 EQUITY INCENTIVE PLAN

PROPOSAL 5: APPROVAL OF 2024 EQUITY INCENTIVE PLAN
We are asking shareholders to approve the 2024 Plan, which would replace our 2015 Plan. The 2024 Plan is attached hereto as Appendix B. The 2024 Plan continues to achieve our goals of attracting, motivating, and retaining highly competent employees through grants of equity and cash performance awards. The CNCG Committee and our board of trustees have approved the 2024 Plan, subject to our shareholders' approval of the 2024 Plan at the Annual Meeting.
We strongly believe that the approval of the 2024 Plan is essential to our continued success. We use equity and cash performance awards to motivate high levels of performance, to align the interests of our employees and shareholders, and to enhance our ability to attract and retain highly qualified independent trustees. We believe that the ability to grant equity and cash performance awards is important to our future success.
COMPARISON OF THE 2015 PLAN AND 2024 PLAN
The following is a summary of the material differences between the 2024 Plan and the 2015 Plan. Please also read “—2024 Plan Summary” below.
The 2024 Plan replaces the “evergreen” provision contained in the 2015 Plan with a fixed pool of Common Shares available for awards under the 2024 Plan.
The 2024 Plan provides a maximum compensation available, including cash and equity compensation, during any fiscal year for services as a non-executive trustee.
The term of the 2024 Plan is from the date of shareholder approval to May 13, 2034.
The 2015 Plan will be terminated and replaced by the 2024 Plan.
If the 2024 Plan is approved, we will register the offers and sales of the additional approved Common Shares on a Registration Statement on Form S-8.
SHARE INFORMATION
The following table includes information regarding outstanding equity awards and Common Shares available for future awards under the 2015 Plan as of March 15, 2024 (and without giving effect to any approval of the 2024 Plan under this proposal):
Total shares underlying outstanding, unvested time-based restricted Common Share awards22,672 
Total shares underlying outstanding, unvested LTIP unit awards(1)
562,792 
Total shares underlying vested LTIP units1,075,313 
Total shares currently available for grant based on maximum performance(2)
5,122,251 
(1)    The number of LTIP units shown is based on maximum performance.
(2)    For more information on how this is calculated, see "–Compensation Discussion and Analysis–Pay Elements–Equity-Based Pay–Available Shares." The total shares currently available for grant based on maximum performance does not take into account forfeitures due to tax withholding.
We have no outstanding awards under plans not approved by shareholders and we have not granted share options.

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
49



Upon approval of the 2024 Plan, no further awards will be granted under the 2015 Plan and shares currently available for grant will no longer be available under the 2015 Plan.
As shown in the following table, our three-year average annual burn rate has been 0.27%.
Fiscal YearOptions GrantedTime-Based Awards GrantedPerformance-Based Awards GrantedPerformance-Based Awards VestedWeighted Average Number of Common Shares OutstandingBurn Rate - Total/Weighted Common Common Shares Outstanding
2023142,78974,16243,83286,845,8560.30 %
202282,07840,11785,48591,239,3610.23 %
2021127,62449,52247,20681,194,7510.28 %
Three Year Average0.27 %

RATIONALE FOR APPROVING THE 2024 PLAN
Permits continued alignment of interests through the use of equity compensation.
Total number of Common Shares available for issuance under the 2024 Plan is capped at 3,250,000.
We issue equity grants in a responsible manner.
Our three-year average burn rate is less than the ISS burn rate benchmark of 1.05% for our industry.
Executive officers and independent trustees are required to meet minimum equity ownership requirements.
Our recovery policy applies to our executive officers and allows us to recover erroneously awarded incentive compensation based on financial results that are subsequently restated.
No repricing of awards without shareholder approval.
Minimum vesting period of one year, subject to certain exceptions.
Cap on total compensation available during any fiscal year for non-executive trustee services.
REQUIRED VOTE
The approval of the 2024 Plan requires the affirmative vote of a majority of the votes cast thereon at the Annual Meeting. Abstentions and broker non-votes are not votes cast on the proposal and, therefore, they will have no effect on the vote.
2024 PLAN SUMMARY
We summarize here the material features of the 2024 Plan. We have assumed for this summary that our shareholders will approve the 2024 Plan at the Annual Meeting. We qualify this summary by reference to the full text of the 2024 Plan, which you can find in this proxy statement in Appendix B.
Purpose
The purpose of the 2024 Plan is to use incentives to attract and retain officers, trustees, key employees, consultants, advisers, and other personnel and to encourage those individuals to increase their efforts to make our business more successful. The 2024 Plan allows for grants of options, share appreciation rights, restricted shares, RSUs, phantom shares, dividend equivalent rights, LTIP units, cash-based awards, other restricted limited

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
50



partnership units issued by our operating partnership and other equity-based compensation. We consider our overall compensation philosophy when we decide to grant awards under the 2024 Plan.
Duration
If our shareholders approve the 2024 Plan, we will be able to grant awards under the 2024 Plan until May 13, 2034, which will be the 10th anniversary of the approval of the 2024 Plan by our shareholders. However, our board of trustees may terminate the 2024 Plan before that time.
Administration
The CNCG Committee will administer the 2024 Plan. If no CNCG Committee exists, our board of trustees will exercise the functions of our committee.
The CNCG Committee has broad discretion and full authority to administer and interpret the 2024 Plan. In addition, the CNCG Committee’s powers include but are not limited to granting awards, making eligibility determinations, determining the number of shares that any award agreement covers (subject to the individual participant limitations provided in the 2024 Plan), and determining the terms, provisions and conditions of each award (which may not be inconsistent with the terms of the 2024 Plan). The CNCG Committee will prescribe the forms and properties of awards, take any other actions and make all other determinations that it deems necessary or appropriate in connection with the 2024 Plan or its operation, administration or interpretation.
The CNCG Committee may establish performance goals that must be met in order for awards to be granted or to vest, or for the restrictions on any such awards to lapse.

Except to the extent prohibited by applicable law, rules and regulations, the CNCG Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers (including the power to grant awards) to any person or persons that it selects. The CNCG Committee cannot delegate its authority to grant awards to persons who are trustees or who are subject to Section 16 of the Securities Exchange Act of 1934.

Our board of trustees may, in its sole discretion, at any time, and from time to time, grant equity awards and administer the 2024 Plan with respect to any awards, subject to the applicable rules. No member of our board of trustees, the CNCG Committee or any employee or agent of any of the Company and its subsidiaries will be liable for any action taken or omitted to be taken or determination made with respect to the 2024 Plan or any equity award granted under the 2024 Plan.
Eligibility
Persons who are eligible to be granted awards under the 2024 Plan are our officers, our trustees, our and our subsidiaries’ key employees, consultants, and advisers. Anyone who would receive an award under the 2024 Plan must be someone for whom the offers and sales of our securities may be registered on Form S-8. Employees covered by a collective bargaining agreement are not eligible to participate in the 2024 Plan unless the terms of the collective bargaining agreement so provides.
Available Shares
If the 2024 Plan is approved by shareholders, and subject to adjustment upon certain corporate transactions or events, a maximum of 3,250,000 Common Shares may be issued (or deemed issued) under the 2024 Plan, including upon redemption, exchange, conversion, or exercise of rights pursuant to awards under the 2024 Plan.
If any shares subject to an award are forfeited or cancelled, an award expires or otherwise terminates without the issuance of shares, or an award is settled for cash or otherwise does not result in the issuance of all or a portion of the shares subject to such award, such shares will, to the extent of such forfeiture, cancellation, expiration, termination, cash settlement or non-issuance, be added to the shares available for grant under the 2024 Plan on a one-for-one basis. In the event that any award is exercised through the tendering of shares or by our withholding of

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
51



shares, or withholding tax liabilities arising from such award are satisfied by the tendering of shares or by our withholding of shares, then in each such case the shares so tendered or withheld will be added to the Common Shares available for grant under the 2024 Plan on a one-for-one basis. No shares will be treated as issued in settlement of a share appreciation right or an RSU that provides for settlement only in cash and settles only in cash.
The maximum number of shares subject to awards granted during a single fiscal year to any non-employee trustee under the 2024 Plan, taken together with any cash fees paid to such trustee during the fiscal year, will not exceed $750,000 in total value in respect of any fiscal year of the trustee’s service on our board of trustees (calculating the value of any such awards based on the grant date fair value of such awards for financial reporting purposes).
Awards Under the 2024 Plan
Restricted Common Shares
A restricted share award is an award of Common Shares that are subject to restrictions on transferability and such other restrictions the CNCG Committee may impose at the date of grant. Grants of restricted Common Shares may also be subject to vesting schedules and other restrictions that the CNCG Committee sets. The restrictions may lapse separately or in combination at such times, under such circumstances, including, without limitation, a specified period of employment or the satisfaction of pre-established criteria, in such installments or otherwise, as the CNCG Committee may determine.
Except to the extent restricted under an applicable award agreement, a restricted shareholder has all of the rights of a shareholder, including, without limitation, the right to vote and the right to receive cash dividends on the restricted Common Shares. Although we will pay dividends on restricted Common Shares, whether or not vested, at the same rate and on the same date as our Common Shares (unless we provide otherwise in an award agreement), holders of restricted Common Shares are prohibited from selling such shares until they vest.
Phantom Shares and RSUs
A phantom share represents a right to receive the fair market value of a Common Share, or, if provided by the CNCG Committee, the right to receive the fair market value of a Common Share in excess of a base value established by the CNCG Committee at the time of grant. A phantom share may also be known as a “Restricted Share Unit” or “RSU,” which is an unfunded and unsecured promise to deliver Common Shares, cash, other securities or other property, subject to certain restrictions (which may include, without limitation, a requirement that the grantee remain continuously employed or provide continuous services for a specified period of time). Our current practice is to refer to all such awards as RSUs.
RSUs will vest as provided in the applicable award agreement. Unless otherwise determined by the CNCG Committee at the time of the grant, RSUs may generally be settled in cash or by transfer of Common Shares (as provided in the grant agreement).
Dividend Equivalents
A dividend equivalent is a right to receive (or have credited) the equivalent value (in cash or Common Shares) of dividends paid on Common Shares otherwise subject to an award. The CNCG Committee may provide that amounts payable with respect to dividend equivalents will be converted into cash or additional Common Shares. The CNCG Committee will establish all other limitations and conditions of awards of dividend equivalents as it deems appropriate.
Restricted Limited Partnership Units
A restricted limited partnership unit may be granted as a unit in our operating partnership (an OP unit) or may include LTIP units, which are structured as profits interests in our operating partnership, providing distributions to the holder of the award based on a specified period of employment, the achievement of specified levels of profitability by the operating partnership or the achievement of certain goals or events. Initially, LTIP units will not have full parity with OP units with respect to liquidating distributions. Under the terms of the LTIP units, the

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
52



operating partnership will revalue its assets upon the occurrence of certain specified events, and any increase in valuation from the time of grant until such event will be allocated first to the holders of LTIP units to equalize the capital accounts of such holders with the capital accounts of OP unitholders. Upon equalization of the capital accounts of the holders of LTIP units with other holders of OP units, the LTIP units will achieve full parity with OP units of the operating partnership for all purposes, including with respect to liquidating distributions. If such parity is reached, vested LTIP units may be converted into an equal number of OP units, and thereafter enjoy all the rights of OP units. The CNCG Committee will establish all other limitations and conditions of awards of restricted OP units as it deems appropriate.
Share Options and Share Appreciation Rights
The CNCG Committee will determine the terms of specific options, including whether options will constitute incentive share options. An award agreement covering options will specify the extent to which, and period during which, an option may be exercised after termination of employment.
The exercise price of a share option will be determined by the CNCG Committee and reflected in the applicable award agreement. The exercise price with respect to share options may not be lower than 100% (110% in the case of an incentive share option granted to a 10% shareholder, if permitted under the 2024 Plan) of the fair market value of Common Shares on the date of grant. The aggregate fair market value (determined as of the date an option is granted) of the shares for which any option holder may be awarded incentive share options that become exercisable for the first time during any calendar year (under the 2024 Plan or any other share option plan required to be taken into account under Section 422(d) of the Internal Revenue Code) may not exceed $100,000. Each share option will be exercisable after the period or periods specified in the award agreement, which will generally not exceed ten years from the date of grant (or five years in the case of an incentive share option granted to a 10% shareholder, if permitted under the 2024 Plan). The CNCG Committee will determine the time or times at which an option may be exercised in whole or in part, and the method or methods by which, and the form or forms in which, payment of the option price with respect thereto may be made or deemed to have been made (including by cash, loans or third-party sale programs, or by the tender of previously-owned shares).
    We may also grant share appreciation rights, which are share options that permit the recipient to exercise the share option without payment of the exercise price and to receive Common Shares (or cash or a combination of the foregoing) with a fair market value equal to the excess of the fair market value of the Common Shares with respect to which the share option is being exercised over the exercise price of the share option with respect to those shares.
Options granted under the 2024 Plan generally will not be transferable except by will or the laws of descent and distribution.
If an option or share appreciation right (other than an incentive share option) would expire at a time when our insider trading policy (or a Company-imposed “blackout period”) prohibits trading in Common Shares, the period for exercising the option or share appreciation right will be automatically extended until the thirtieth (30th) day following the expiration of such prohibition.
Other Share-Based Awards and Cash-Based Incentive Awards
The 2024 Plan authorizes the granting of other awards based upon our Common Shares (including the grant of securities convertible into Common Shares), subject to terms and conditions established at the time of grant. The CNCG Committee may also grant cash based incentive awards under the 2024 Plan.
Performance Goals
The CNCG Committee may, in its discretion, establish one or more performance goals as a precondition to the issuance or vesting of awards and also provide for predetermined awards to those participants with respect to whom the applicable performance goals are already satisfied. The performance goals may be based upon one or more of the following or other criteria as determined by the CNCG Committee: same store net operating income, total return to shareholders, increase in same store revenues, acquisition volume, the Company’s published ranking

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
53



against its peer group or indices in each case as identified by the CNCG Committee, funds from operations, and adjusted or core funds from operations.
Certain Corporate Events, Reorganizations, Changes in Control, Etc.
If the Company or its subsidiaries are involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or shares of the Company or its subsidiaries or a similar transaction, any share dividend, share split, reverse share split, share combination, reclassification, recapitalization or other similar change in the capital structure of the Company or its subsidiaries, or if there is any distribution to shareholders other than cash dividends or any other event which in the judgment of the CNCG Committee necessitates adjustments to the terms of the outstanding awards, then the maximum aggregate number and kind of shares which may be made subject to options and dividend equivalent rights under the 2024 Plan, the maximum aggregate number and kind of restricted shares that may be granted under the 2024 Plan, and the maximum aggregate number of RSUs and other awards that may be granted under the 2024 Plan may be appropriately adjusted by the CNCG Committee in its discretion.
The CNCG Committee will take any such action as it determines is necessary to maintain each participant’s rights so that each participant’s rights with respect to his or her respective options, RSUs, restricted Common Shares, dividend equivalent rights and, as appropriate, other awards are substantially proportionate to the rights existing in such awards before the event, including, without limitation, adjustments in the number of options, RSUs, restricted Common Shares, dividend equivalent rights and, as appropriate, other awards granted, the number and kind of shares or other property to be distributed in respect of options, RSUs, restricted Common Shares and dividend equivalent rights (and other awards as applicable), the option price and RSU value, and any performance-based criteria established in connection with awards.
In the case of any “equity restructuring” (within the meaning of the ASC Topic 718 (or any successor pronouncement)), the CNCG Committee will make an equitable or proportionate adjustment to outstanding awards to reflect such equity restructuring.
In connection with any change in control, the CNCG Committee may, in its sole discretion, provide for any one or more of the following: (1) a substitution or assumption of awards, or to the extent the surviving entity does not substitute or assume the awards, the acceleration of vesting of, the exercisability of, or lapse of restrictions on awards and (2) cancellation of any one or more outstanding awards and payment to the holders of such awards that are vested as of such cancellation (including any awards that would vest as a result of the occurrence of such event but for such cancellation) the value of such awards, if any, as determined by the CNCG Committee (which value, if applicable, may be based upon the price per share of Common Shares received or to be received by other holders of Common Shares in such event), including, in the case of share options and share appreciation rights, a cash payment equal to the excess, if any, of the fair market value of the Common Shares subject to the option or share appreciation right over the aggregate exercise price or strike price of such award.
Amendments and Termination
Our board of trustees may amend the 2024 Plan as it deems advisable, except that it may not amend the 2024 Plan in any way that would adversely affect a participant with respect to an award previously granted unless the amendment is required in order to comply with applicable laws. Our board of trustees also may not amend our 2024 Plan without shareholder approval in any case in which amendment in the absence of such approval would cause our 2024 Plan to fail to comply with any applicable legal requirement or applicable exchange or similar requirement.
The 2024 Plan will terminate on, and no award will be granted, on or after May 13, 2034, provided, however, that our board of trustees may at any time prior to that date terminate the 2024 Plan.
Prohibition on Repricing
The repricing of awards shall not be permitted without shareholder approval. For this purpose, repricing generally includes changing the terms of an award to lower its exercise or base price, any other action that is treated

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
54



as a repricing under generally accepted accounting principles, and repurchasing for cash or canceling an award in exchange for another award at a time when its exercise or base price is greater than the fair market value of the underlying shares, unless the cancellation and exchange occurs in connection with a change in control or an event described in the 2024 Plan under “Changes in Capital Structure.”
Clawback/Repayment
The CNCG Committee may reduce, cancel, forfeit or recoup any awards as needed to comply with (1) any clawback, forfeiture or other similar policy that our board of trustees or the CNCG Committee has adopted and as in effect from time to time and (2) applicable law. To the extent that a participant receives any amount in excess of the amount that the participant should otherwise have received under the terms of the award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), the participant will be required to repay any such excess amount to the Company.
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
The following is a general summary of the material U.S. federal income tax consequences of the grant, exercise and vesting of awards under the 2024 Plan and the disposition of shares acquired through the exercise or settlement of such awards and is intended to reflect the current provisions of the Code and the regulations thereunder. This summary is not intended to be a complete statement of applicable law, nor does it address foreign, state, local or payroll tax considerations. This summary assumes that all awards described in the summary are exempt from, or comply with, the requirements of Section 409A of the Code. Moreover, the U.S. federal income tax consequences to any particular participant may differ from those described herein by reason of, among other things, the particular circumstances of such participant.
Non-Qualified Share Options
No income will be recognized by an option holder at the time a non-qualified share option is granted. Ordinary compensation income generally will be recognized by an option holder at the time a non-qualified share option is exercised, in an amount equal to the excess of the fair market value of the underlying Common Shares on the exercise date over the exercise price.
The Company generally will be entitled to a deduction for federal income tax purposes in the same amount as the amount included in ordinary compensation income by the option holder with respect to a non-qualified share option. Gain or loss on a subsequent sale or other disposition of the shares acquired upon the exercise of a non-qualified share option will be measured by the difference between the amount realized on the disposition and the tax basis of such shares, and generally will be long-term or short-term capital gain, depending on the holding period involved. The tax basis of the shares acquired upon the exercise of any non-qualified share option will be equal to the sum of the exercise price of the non-qualified share option and the amount included in income with respect to the option. If exercise of an option is permitted other than by cash payment of the exercise price, various special tax rules may apply.
Incentive Share Options
In general, neither the grant nor the exercise of an incentive share option will result in taxable income to an option holder or a deduction for us. To receive special tax treatment under the Code as to shares acquired upon exercise of an incentive share option, an option holder cannot dispose of the shares within two years after the incentive share option is granted, nor within one year after the transfer of the shares to the option holder through exercise of the option. In addition, the option holder must be an employee of the Company or a qualified subsidiary at all times between the date of grant and the date three months (one year in the case of disability) before exercise of the option (special rules apply in the case of the death of the option holder).
In the event of a sale of Common Shares received upon the exercise of an incentive share option, the Code generally allows any gain to be treated as a capital gain to the option holder, but the Company will not be entitled to a tax deduction. The exercise of an incentive share option (if the holding period rules described above are satisfied)

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
55



will give rise to income includable by the option holder in alternative minimum taxable income in an amount equal to the excess of the fair market value of the share acquired on the date of the exercise over the exercise price.
If the holding period rules noted above are not satisfied, gain recognized on the disposition of the shares acquired upon the exercise of an incentive share option will be characterized as ordinary income. This gain will be equal to the difference between the exercise price and the fair market value of the shares at the time of exercise. (Special rules may apply to disqualifying dispositions where the amount realized is less than the value at exercise.) The Company generally will be entitled to a deduction equal to the amount of such gain included by an option holder as ordinary income. Any excess of the amount realized upon such disposition over the fair market value at exercise generally will be long-term or short-term capital gain, depending on the holding period involved. If exercise of an option is permitted other than by cash payment of the exercise price, various tax rules may apply.
Restricted Shares
Unless a holder of restricted Common Shares makes an “83(b) election” (as discussed below), there generally will be no tax consequences as a result of the grant of restricted Common Shares until the restricted Common Shares are no longer subject to a substantial risk of forfeiture or are transferable (free of the risk). Dividends paid on unvested shares, if retained by the grantee, generally will be treated as ordinary compensation income for U.S. federal income tax purposes (unless an 83(b) election has been made). Generally, when the restrictions are lifted, the holder will recognize ordinary compensation income, and the Company will be entitled to a deduction, equal to the difference between the fair market value of the shares at the time restrictions are lifted and the amount, if any, paid by the holder for the restricted shares, subject to any limitations under Code Section 162(m). Subsequently realized changes in the value of the shares generally will be treated as long-term or short-term capital gain or loss, depending on the length of time the shares were held.
In general terms, if a holder makes an election under Section 83(b) of the Code upon the award of restricted Common Shares, the holder will recognize ordinary compensation income on the date of the award, and the Company will be entitled to a deduction, equal to (i) the fair market value of the restricted Common Shares as though the shares were (A) not subject to a substantial risk of forfeiture or (B) transferable, minus (ii) the amount, if any, paid for the restricted Common Shares. If a holder makes an 83(b) election, there generally will be no tax consequences to the holder when restrictions are lifted, and all subsequent appreciation in the restricted Common Shares generally would be eligible for capital gains treatment. In the event of a forfeiture after a Section 83(b) election is made, no deduction or loss will be available, other than with respect to amounts actually paid for the shares.
RSUs
It is generally expected that RSUs will be designed with the intention there are no tax consequences as a result of the grant of an RSU until the associated payment is made, whether the payment is made in cash or Common Shares. When payment is made, the grantee generally will recognize ordinary income, and the Company generally will be entitled to a deduction, equal to the fair market value of the Common Shares and/or cash, as applicable, received upon payment, subject to any limitations under Code Section 162(m).
Dividend Equivalents
There generally will be no tax consequences as a result of the award of a dividend equivalent. When payment is made, the holder of the dividend equivalent generally will recognize ordinary income, and the Company will be entitled to a deduction, equal to the amount received, subject to any limitations under Code Section 162(m).
Cash Bonuses
When a cash bonus payment is made, the participant generally will recognize ordinary income, and the Company will be entitled to a deduction, equal to the amount of such payment, subject to any limitations under Code Section 162(m).

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
56



New Plan Benefits Table
It is not possible to determine the benefits or amounts that will be received by or allocated to participants under the 2024 Plan or would have been received by or allocated to participants for the last completed year because awards under the 2024 Plan will be made at the discretion of the CNCG Committee.
Our board of trustees recommends a vote FOR the approval of our 2024 Equity Incentive Plan.


SUMMARY COMPENSATION AND OTHER TABLES
SUMMARY COMPENSATION TABLE
The following table summarizes the annual compensation received by our NEOs in the years ended December 31, 2023, 2022 and 2021.
Name and Principal Positions
Year
Salary
Bonus
Non-Equity Incentive Plan Compensation
Stock Awards
All Other Compensation(1)
Total
Tamara D. Fischer, Executive Chairperson(2)
2023$416,666 — $240,000 $900,000 (3)$13,200 $1,569,866 
2022700,000 — 1,160,000 2,200,000 12,342 4,072,342 
2021600,000 — 924,000 1,640,000 11,600 3,175,600 
David G. Cramer, Chief Executive Officer and President(2)
2023585,419 — 420,000 1,700,000 (3)13,200 2,718,619 
2022550,000 — 797,500 850,000 — 2,197,500 
2021420,000 — 588,000 610,000 — 1,618,000 
Brandon S. Togashi, Executive Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer2023475,000 — 285,000 750,000 (3)13,200 1,523,200 
2022450,000 — 652,500 600,000 12,342 1,714,842 
2021400,000 — 504,000 540,000 11,600 1,455,600 
William S. Cowan, Jr., Executive Vice President and Chief Strategy Officer(2)(3)
2023286,393 — 183,750 2,000,000 (3)252,225 2,722,368 
Tiffany S. Kenyon, Executive Vice President, Chief Legal Officer and Secretary(2)
2023325,000 — 96,000 325,000 (3)13,200 759,200 
(1)    For Ms. Fischer, Mr. Cramer, Mr. Togashi and Ms. Kenyon, all other compensation for 2023 comprises the value of such NEO's 401(k) employer matching contribution. For Mr. Cowan, all other compensation for 2023 comprises the following: $10,000 relocation bonus; $39,958 for reimbursement of moving costs and $115,500 for reimbursement of housing transaction closing costs, in each case incurred by Mr. Cowan in connection with his relocation to Denver, Colorado and his appointment as our chief strategy officer; and $86,767 for tax gross-up payments to Mr. Cowan to offset taxes incurred by Mr. Cowan in connection with such reimbursement.
(2)    Effective July 1, 2022, Mr. Cramer was elevated to the position of president, in addition to his position as our chief operating officer. Effective January 1, 2023, Ms. Kenyon was elevated to the position of chief legal officer. Effective April 1, 2023, Ms. Fischer was elevated to the position of executive chairperson, and Mr. Cramer was elevated to the position of chief executive officer. Effective May 31, 2023, Mr. Cowan was appointed to the position of chief strategy officer. The 2023 salaries listed for Ms. Fischer and Mr. Cramer are prorated and reflect their 2022 salaries through March 31, 2023 and their 2023 salaries that went into effect as of April 1, 2023. The 2023 salary listed for Mr. Cowan reflects the salary received between May 31, 2023, the date of his appointment, and December 31, 2023. The annualized base salaries for each of Ms. Fischer, Mr. Cramer, and Mr. Cowan are set forth above in "–Compensation Discussion and Analysis–Pay Elements–Salary."
(3)    Reflects the aggregate grant date fair value of LTIP unit awards granted to each of our NEOs in accordance with ASC Topic 718 based upon (i) $36.12 per unit for the time-based awards granted on January 1, 2023 to Ms. Fischer ($360,000), Mr. Cramer ($680,000), Mr. Togashi ($300,000), and Ms. Kenyon ($130,000) and $36.61 per unit for the time-based award granted on June 1, 2023 to Mr. Cowan ($1,400,000), in each case in connection with our long-term equity incentive plan and (ii) $42.34 per unit for the performance-based awards

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
57



granted on January 1, 2023 to Ms. Fischer ($540,000), Mr. Cramer ($1,020,000), Mr. Togashi ($450,000), and Ms. Kenyon ($195,000) and $41.96 per unit for the performance-based awards granted on June 1, 2023 to Mr. Cowan ($600,000), in each case in connection with our long-term equity incentive plan, which represents the value of the awards at their target levels on the grant date. The number and value of the performance-based awards granted on January 1, 2023 at their maximum levels on the grant date in accordance with ASC Topic 718 based upon $42.34 per unit is as follows: Ms. Fischer - 25,504 units ($1,080,000), Mr. Cramer - 48,173 units ($2,040,000), Mr. Togashi - 21,254 units ($900,000), and Ms. Kenyon - 9,211 units ($390,000). The number and value of the performance-based award granted to Mr. Cowan on June 1, 2023 at the maximum level on the grant date in accordance with ASC Topic 718 based upon $41.96 per unit is 28,595 units ($1,200,000). The assumptions used to calculate the grant date value of share awards are set forth under Note 9 of the Notes to the Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 28, 2024. For additional information, including the maximum level of such awards, see "–Compensation Discussion and Analysis–Pay Elements–Equity-Based Pay–Long-Term Equity Incentive Compensation" above.

2023 GRANTS OF PLAN-BASED AWARDS
The following table sets forth certain information with respect to each grant of a plan-based award made to a NEO in the fiscal year ended December 31, 2023. The following table reflects (i) under estimated future payouts under non-equity incentive plan awards, the threshold, target, and maximum performance payouts under our 2023 annual incentive cash bonus program, (ii) under estimated future payouts under equity incentive plan awards, the threshold, target and maximum amount of LTIP unit awards granted to a NEO that can vest contingent upon the achievement of performance criteria over a three-year performance period pursuant to the performance-based component of our long-term equity incentive plan, (iii) under all other share awards, the time-based LTIP unit awards granted in 2023 pursuant to our long-term equity incentive plan, and (iv) the grant date fair value of such awards. For additional information, see "–Compensation Discussion and AnalysisPay Elements" above.
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)
Estimated Future Payouts Under Equity Incentive Plan Awards(2)
All Other Share Awards: Number of Shares or Units (#)
Grant Date Fair Value of Share Awards ($)(3)
Name
Grant Date
Date of CNCG Committee Action
Threshold ($)
Target ($)
Maximum ($)
Threshold (#)
Target (#)
Maximum (#)
Tamara D. Fischer
$200,000 $400,000 $600,000 — — — — $— 
1/1/2311/9/22— — — 6,37712,753 25,504 9,967 900,000 
David G. Cramer
350,000 700,000 1,050,000 — — — — — 
1/1/2311/9/22— — — 12,044 24,087 48,173 18,827 1,700,000 
Brandon S. Togashi
237,500 475,000 712,500 — — — — — 
1/1/2311/9/22— — — 5,314 10,627 21,254 8,306 750,000 
William S. Cowan, Jr.153,125 306,250 459,375 — — — — — 
6/1/235/24/23— — — 7,150 14,298 28,595 38,241 2,000,000 
Tiffany S. Kenyon80,000 160,000 240,000 — — — — — 
1/1/2311/9/22— — — 2,304 4,606 9,211 3,600 325,000 

(1)    The 2023 incentive cash bonus threshold, target and maximum levels for Mr. Cowan are prorated based upon his first day of employment on May 31, 2023. Our CNCG Committee determined annual cash incentive compensation for our NEOs in respect of the achievement of performance goals during fiscal year 2023 (paid in February 2024) as follows: Ms. Fischer - $240,000, Mr. Cramer - $420,000, Mr. Togashi - $285,000, Mr. Cowan - $183,750, and Ms. Kenyon - $96,000, based on the business performance of our Company and each executive's individual goals during the 2023 fiscal year, as described above in "–Compensation Discussion and Analysis–Pay Elements–Annual Incentive Cash Bonus Payments." These cash awards are reflected in the Summary Compensation Table under "Non-Equity Incentive Plan Compensation" above.
(2)    The second row for each NEO reflects (i) the threshold, target and maximum amounts of performance-based LTIP unit awards under the heading "Estimated Future Payouts Under Equity Incentive Plan Awards" and (ii) time-based LTIP unit awards under the heading "All Other Share Awards: Number of Shares or Units" granted on January 1, 2023 for Ms. Fischer, Mr. Cramer, Mr. Togashi, and Ms. Kenyon and granted on June 1, 2023 for Mr. Cowan under our long-term equity incentive plan as described above in "–Compensation Discussion and Analysis–Pay Elements–Equity-Based Pay–Long-Term Equity Incentive Compensation."
(3)    Reflects the aggregate grant date fair value in accordance with ASC Topic 718 based upon (i) $36.12 per unit for the time-based awards granted on January 1, 2023 and $36.61 per unit for the time-based award granted on June 1, 2023, in each case in connection with our long-term equity incentive plan and (ii) $42.34 per unit for the performance-based awards granted on January 1, 2023 and $41.96 per unit for the performance-based award granted on June 1, 2023, respectively, in connection with our long-term equity incentive plan, which represents

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
58



the number of units and value of the awards at their target levels on the grant date. The assumptions used to calculate the grant date value of equity-based awards are set forth under Note 9 of the Notes to the Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 28, 2024.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023
The following table summarizes all outstanding equity awards held by our NEOs on December 31, 2023.
Stock Awards(1)
Name
Number of Shares or Units That Have Not Vested (#)(2)
Market Value of Shares or Units That Have Not Vested ($)(3)
Equity Incentive Plan Awards: Number of Shares, Units or Other Rights That Have Not Vested (#)(4)
Equity Incentive Plan Awards: Market or Payout Value of Shares, Units or Other Rights That Have Not Vested ($)(3)
Tamara D. Fischer
24,514$1,016,596 83,311$3,454,907 
David G. Cramer
24,687$1,023,770 71,053$2,946,568 
Brandon S. Togashi
12,616$523,186 37,991$1,575,487 
William S. Cowan, Jr.38,241$1,585,854 28,595$1,185,835 
Tiffany S. Kenyon6,894$285,894 9,211$381,980 

(1)    The option award columns are omitted because the Company has no outstanding option awards.
(2)    Consists of compensatory time-based LTIP unit awards granted to our NEOs which had not vested as of December 31, 2023. Of these grants to Ms. Fischer, 13,631 vested on January 1, 2024, 7,561 are scheduled to vest on January 1, 2025, and 3,322 are scheduled to vest on January 1, 2026, subject to continued employment. Of these grants to Mr. Cramer, 10,335 vested on January 1, 2024, 8,077 are scheduled to vest on January 1, 2025, and 6,275 are scheduled to vest on January 1, 2026, subject to continued employment. Of these grants to Mr. Togashi, 5,923 vested on January 1, 2024, 3,925 are scheduled to vest on January 1, 2025, and 2,768 are scheduled to vest on January 1, 2026, subject to continued employment. Of these grants to Mr. Cowan, 3,642 are scheduled to vest on June 10, 2024, 17,300 are scheduled to vest on June 10, 2025, 10,471 are scheduled to vest on June 10, 2026, and 6,828 are scheduled to vest on June 10, 2027, subject to continued employment. Of these grants to Ms. Kenyon, 1,200 vested on January 1, 2024, 1,577 vested on March 1, 2024, 504 are scheduled to vest on June 10, 2024, 1,200 are scheduled to vest on January 1, 2025, 710 are scheduled to vest on March 1, 2025, 503 are scheduled to vest on June 10, 2025, and 1,200 are scheduled to vest on January 1, 2026, subject to continued employment.
(3)    The market value shown is based on the closing price of our common shares on the NYSE of $41.47 per share as of December 29, 2023, which was the last trading day of 2023.
(4)    Consists of compensatory performance-based LTIP unit awards granted to our NEOs which had not vested as of December 31, 2023. The number of unearned performance-based LTIP unit awards represents (i) the actual number of LTIP units that vested on January 1, 2024 upon the achievement of performance criteria during the period between January 1, 2021 and December 31, 2023, which represents a portion of the number of performance-based LTIP units that could vest on January 1, 2024, as follows: Ms. Fischer - 17,166, Mr. Cramer - 6,386, and Mr. Togashi - 5,652, (ii) the maximum amount of LTIP units that can vest on January 1, 2025 contingent upon the achievement of performance criteria during the period between January 1, 2022 and December 31, 2024 as follows: Ms. Fischer - 40,641, Mr. Cramer - 16,494, and Mr. Togashi - 11,085, and (iii) the maximum amount of LTIP units that can vest on January 1, 2026 contingent upon the achievement of performance criteria during the period between January 1, 2023 and December 31, 2025 as follows: Ms. Fischer - 25,504, Mr. Cramer - 48,173, Mr. Togashi - 21,254, Mr. Cowan - 28,595, and Ms. Kenyon - 9,211. For more information about the performance criteria, see "–Compensation Discussion and Analysis–Pay Elements–Equity-Based Pay–Long-Term Equity Incentive Compensation."

OPTION EXERCISES AND SHARES VESTED
We have not awarded any options to our NEOs and, therefore, there were no option awards outstanding at the fiscal year ended December 31, 2023. The following table summarizes the number of LTIP units held by our NEOs that vested on the dates set forth below during the fiscal year ended December 31, 2023 and value realized on vesting.
Name(1)
Vesting Date
Number of Shares Acquired on Vesting (#)(2)
Value Realized on Vesting ($)(3)
Tamara D. Fischer
1/1/2338,259 $1,381,915 
David G. Cramer1/1/2311,478$414,585 
Brandon S. Togashi
1/1/2312,279$443,517 
Tiffany S. Kenyon2/19/23552$23,134 
Tiffany S. Kenyon3/1/231,577$67,448 
Tiffany S. Kenyon6/10/231,007$36,836 
(1)Mr. Cowan was appointed as executive vice president and chief strategy officer on May 31, 2023 and did not have any LTIP units vest during 2023.

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
59



(2)Represents the aggregate number of LTIP units that vested in 2023 on the referenced date.
(3)The value realized on vesting of the LTIP units is the product of (a) the closing price on the NYSE of the Company's Common Shares on the vesting date (or, if the vesting date was not a trading day, the immediately preceding trading day), multiplied by (b) the number of LTIP units vesting. In each case, the value realized is before payment of any applicable taxes and brokerage commissions, if any.


SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS

EMPLOYMENT AGREEMENTS
We have entered into employment agreements with our NEOs. Each employment agreement provides for a three-year term, except in the case of Mr. Togashi which agreement provides for a one-year term, and in each case the agreements provide for automatic one-year extensions thereafter unless either party provides at least 90 days' notice of non-renewal. These employment agreements require our NEOs to devote substantially all of their time to our affairs.
The employment agreements provide for:
a specified minimum annual base salary, subject to increases at the discretion of our board of trustees or the CNCG Committee;
eligibility for annual cash performance bonuses based on the satisfaction of performance goals established by our board of trustees or our CNCG Committee, which will be awarded at the discretion of our CNCG Committee;
participation in our 2015 Plan and, subject to the approval of our shareholders at the Annual Meeting, the 2024 Plan (including eligibility for regular, annual grants under the plan), as well as other incentive, savings and retirement plans applicable generally to NEOs; and
medical and other group welfare plan coverage and fringe benefits provided to our NEOs.
Under the employment agreements, if a NEO's employment is terminated by us without "cause" or by the NEO for "good reason" (each as defined in the applicable employment agreement) (where good reason includes as a result of the Company's notice of non-renewal of the employment term), the NEO will be entitled to the following severance payments and benefits, subject to the execution and non-revocation of a general release of claims:
accrued but unpaid base salary, bonus and other benefits earned and accrued but unpaid prior to the date of termination;
an amount equal to the sum of the NEO's then-current annual base salary plus the greater of the annual average bonus over the prior two years (or such fewer years with respect to which the NEO received an annual bonus) and the NEO's target annual bonus for the year of termination, multiplied by the applicable multiple set forth below for each NEO;
NEO
 2023 Multiple
Tamara D. Fischer3
David G. Cramer3
Brandon S. Togashi2
William S. Cowan, Jr.1
Tiffany S. Kenyon1

health benefits for the NEO and eligible family members following the NEO's termination of employment at the same level as in effect immediately preceding such termination, for two years

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
60



in the case of Ms. Fischer, Mr. Cramer and Mr. Togashi and for one year in the case of Mr. Cowan and Ms. Kenyon, in each case subject to reduction to the extent that the NEO receives comparable benefits from a subsequent employer; and
100% of the unvested shares or share-based awards held by the NEO will become fully vested and/or exercisable.
Each employment agreement also provides that each NEO, or his or her estate, will be entitled to certain severance benefits in the event of death or disability. Specifically, each NEO or, in the event of such person's death, his or her beneficiaries will receive:
accrued but unpaid base salary, bonus and other benefits earned and accrued but unpaid prior to the date of termination;
prorated annual bonus for the year in which the termination occurs;
health benefits for the NEO and/or eligible family members following the NEO's termination of employment at the same level as in effect immediately preceding the NEO's death or disability, for two years in the case of Ms. Fischer, Mr. Cramer and Mr. Togashi and for one year in the case of Mr. Cowan and Ms. Kenyon; and
for all outstanding unvested share awards held by the NEO, the Death or Disability Terms shall apply. For information about the Death or Disability Terms, see "–Compensation Discussion and Analysis–Pay Elements–Equity-Based PayLong-Term Equity Incentive Compensation."
The employment agreements also define "good reason" following a change-in-control (as defined in the applicable employment agreement), and provide for 100% of the unvested shares (or share-based awards) held by the NEO to become fully vested and/or exercisable if the NEO's employment is terminated by our Company without cause or if the NEO quits for "good reason" following the effective date of a change in control; provided that in the case of a "good reason" for each of our NEOs other than Mr. Togashi, such "good reason" occurs within twenty-four (24) months following the change in control.
The employment agreements also contain standard confidentiality provisions, which apply indefinitely, and non-competition and non-solicitation provisions, which apply during the term of the employment agreements and for a period of two years following termination of employment in the case of Ms. Fischer, Mr. Cramer and Mr. Togashi and for a period of one year following termination of employment in the case of Mr. Cowan and Ms. Kenyon.
CHANGE IN CONTROL
Under our 2015 Plan, a change in control is defined as the occurrence of any of the following events: (1) the acquisition of more than 50% of our then outstanding Common Shares or the combined voting power of our outstanding securities by any person; (2) the sale or disposition of all or substantially all of our assets, other than certain sales and dispositions to entities owned by our shareholders; (3) a merger, consolidation, conversion, or statutory share exchange where our shareholders immediately prior to such event hold less than 50% of the voting power of the surviving or resulting entity; (4) during any consecutive 24 calendar month period, the members of our board of trustees at the beginning of such period, the "Incumbent Trustees," cease for any reason (other than due to death) to constitute at least a majority of the members of our board of trustees (for these purposes, any trustee whose election or nomination for election was approved or ratified by a vote of at least a majority of the Incumbent Trustees shall be deemed to be an Incumbent Trustee); or (5) shareholder approval of a plan or proposal for our liquidation or dissolution.
Upon a change in control, awards may be subject to accelerated automatic or conditional accelerated vesting depending on the terms of the grant agreement establishing the award. In addition, the CNCG Committee may make such adjustments as it, in its discretion, determines are necessary or appropriate in light of the change in control, but only if the CNCG Committee determines that the adjustments do not have an adverse economic impact on the participants (as determined at the time of the adjustments).

NATIONAL STORAGE AFFILIATES 2024 PROXY STATEMENT
61



POTENTIAL PAYMENTS UPON TERMINATION OR FOLLOWING A CHANGE IN CONTROL
As set forth in the employment agreements for our NEOs, our NEOs will be entitled to certain compensation and benefits in the event of a termination of employment. Assuming a termination of employment occurred on December 31, 2023 and a price per share of our Common Shares on the date of termination of $41.47 (based on the closing price of our Common Shares on the NYSE as of December 31, 2023 or the last trading day immediately preceding such date), the amount of compensation that would have been payable to each NEO in each situation is listed in the table below. The amounts shown below are for illustrative purposes only. Actual amounts that would be paid on any termination of employment can only be determined at the time of any actual separation from the Company.
Estimated Potential Payments Upon Termination or Change of Control
Base Salary(1) ($)
Annual Bonus(2) ($)
Continued Medical Benefits(3) ($)
Number of Outstanding LTIP Unit Awards That Vest(4) (#)
Total Value of Outstanding LTIP Unit Awards That Vest(4) ($)
Total ($)
Name and Termination Scenario
Tamara D. Fischer
- Death or Disability$12,500 $240,000 $15,250 96,725 $4,011,186 $4,278,936 
- Without Cause or for Good Reason(5)
912,500 3,366,000 15,250 107,645 4,464,038 8,757,788 
- Cause or Resignation(5)
12,500 240,000 — — — 252,500 
David G. Cramer
- Death or Disability25,000 420,000 — 81,360 3,373,999 3,818,999 
- Without Cause or for Good Reason(5)
1,825,000 2,520,000 — 95,740 3,970,338 8,315,338 
- Cause or Resignation(5)
25,000 420,000 — — — 445,000 
Brandon S. Togashi
- Death or Disability19,792 285,000 25,305 43,898 1,820,450 2,150,547 
- Without Cause or for Good Reason(5)
969,792 1,441,500 25,305 50,607 2,098,672 4,535,269 
- Cause or Resignation(5)
19,792 285,000 — — — 304,792 
William S. Cowan, Jr.