🧾 What This Document Is

This is an amendment (Form 10-K/A) to National Storage Affiliates Trust's 2025 annual report. It's not a full update—it only adds specific governance details that were missing from the original filing. Think of it as a "part two" that fills in the blanks about who runs the company and how they are paid.

👉 Why it matters: It gives investors a complete picture of the company's leadership, oversight, and executive pay, which are crucial for judging management quality and accountability.

🏢 What The Company Does

National Storage Affiliates Trust (NSA) is a real estate investment trust (REIT) focused on self-storage properties. In simple terms, they own and operate a vast network of storage units across the U.S., where people and businesses rent space to store their belongings.

👉 Why it matters: As a REIT, they are required to distribute most of their taxable income to shareholders. Their performance is closely tied to real estate markets, occupancy rates, and rental pricing power.

👥 Board & Governance: Who's in Charge?

The company is overseen by an 11-person Board of Trustees. The leadership is intentionally separated:

• Executive Chairperson: Tamara D. Fischer (the board leader)
• Vice Chairperson: Arlen D. Nordhagen (the company's founder)
• CEO & President: David G. Cramer (the top operational executive)

The board has a strong independent majority (8 out of 11 trustees are independent). A Lead Independent Trustee, Paul W. Hylbert, Jr., presides over meetings when the chairperson is absent and leads sessions without management present.

👉 Why it matters: Separating the Chair and CEO roles can provide stronger oversight. A supermajority of independent directors helps ensure decisions benefit all shareholders, not just management.

⚖️ How The Board is Organized

The board operates through three key committees, each with a specific focus:

• Audit Committee (9 meetings in 2025): Oversees financial reporting, internal controls, and risk management. They are the financial watchdogs.
• Compensation, Nominating & Corporate Governance (CNCG) Committee (5 meetings): Handles executive pay, finds new board members, and reviews governance policies. They decide if the bosses are paid fairly.
• Finance Committee (5 meetings): Approves major property acquisitions/disposals and debt financing. They steer the big money moves.

👉 Why it matters: This structure divides complex responsibilities among experts, ensuring thorough oversight of finances, leadership, and strategy.

💼 Executive Compensation: How Much Are The Bosses Paid?

The filing details 2025 pay for the five Named Executive Officers (NEOs). Total compensation ranged from about $928k to $4.0 million.

Executive	Total 2025 Compensation
David G. Cramer (CEO)	$4,004,121
William S. Cowan, Jr. (CSO)	$2,109,453
Brandon S. Togashi (CFO)	$1,837,395
Tamara D. Fischer (Exec. Chair)	$1,591,689
Tiffany S. Kenyon (CLO)	$927,609

The pay mix is heavily weighted toward "at-risk" performance:

• Base Salary: Fixed cash.
• Annual Cash Bonus: Based on hitting company metrics like Same Store NOI growth and Core FFO per share growth. In 2025, all NEOs received 68% of their target bonus.
• Long-Term Equity (LTI): The biggest chunk. In 2025, 60% of this was performance-based (vesting depends on beating peer returns) and 40% was time-based (vests over 3 years).

👉 Why it matters: The structure aims to align executive pay with long-term shareholder success. The 2025 bonus was below target, and a 3-year performance award from 2023 paid out $0 due to underperformance versus peers.

📜 Key Governance Policies

The company has several formal policies to ensure ethical and accountable operations:

• Code of Business Conduct and Ethics: Applies to all trustees, officers, and employees.
• Majority Vote Policy: In an uncontested election, a trustee must receive more "FOR" votes than "AGAINST" votes to be elected. If they don't, they must offer to resign.
• Trustee Resignation Policy: Formal process for handling the above scenario.
• Minimum Equity Ownership: Executives are required to own significant company stock, aligning their wealth with shareholders. The CEO owns over 23 times the required minimum.

👉 Why it matters: These are the guardrails that promote ethical behavior, accountability, and ensure leaders have "skin in the game."

🔮 What This Signals

This amendment signals transparency and compliance. By filing it, NSA is completing its required governance disclosures. The content reinforces a traditional, institutional governance structure with strong independent oversight and a compensation plan heavily tied to performance metrics.

👉 For investors, it provides the final piece of the annual report puzzle, allowing for a full assessment of management's incentives and the board's effectiveness.

🧠 The Analogy

Think of NSA as a large, well-organized apartment complex. The Board of Trustees are the building owners' association, responsible for the big-picture rules, hiring the property manager, and setting the budget. The CEO and executives are the property management company, responsible for day-to-day operations, collecting rent, and maintaining the buildings. This document is the association's annual report, showing you who is on the board, how they supervise the manager, and exactly how the manager's pay is tied to keeping tenants happy and property values up.

🧩 Final Takeaway

This filing completes the picture of National Storage Affiliates Trust by detailing its leadership governance and executive pay structure. The key takeaway is that the company operates with a supermajority independent board and a compensation plan where the majority of executive pay is at-risk, tied directly to beating industry peers and achieving specific financial goals. This is designed to ensure management's interests are aligned with those of shareholders.