🗳️ What This Document Is

This document is a Definitive Proxy Statement (DEF 14A). Think of it as the company's annual "instruction booklet" for its shareholders. 📜 It is required by the SEC and is circulated before the Annual Meeting of Stockholders.

👉 Why it matters: Unlike an earnings report that shows what happened last year, the proxy statement tells you what the shareholders are being asked to vote on this year (e.g., electing directors, approving executive pay).

The proxy statement for SmartStop Self Storage REIT, Inc. details the proposed governance structure, compensation programs, and corporate policies that the stockholders will vote on at the meeting.

🏢 What The Company Does

SmartStop Self Storage REIT, Inc. is a Real Estate Investment Trust (REIT) that owns and operates self-storage facilities. 🏢 REITs are companies that own income-producing real estate.

👉 In simple terms: Instead of owning apartment buildings or office towers, SmartStop specializes in renting out storage units to customers. They generate revenue primarily from these rental fees.

The company's primary executive offices are located at 10 Terrace Road, Ladera Ranch, California 92694.

🗓️ Annual Meeting Logistics

The proxy statement announces the details for the upcoming annual meeting, which is the central event for stockholders to exercise their voting rights. 🗓️

Meeting Date & Time: The Annual Meeting of Stockholders is scheduled for Tuesday, June 23, 2026, at 9:00 a.m. (PDT).
Format: The meeting will be held entirely virtually via live webcast at meetnow.global/MLWU9A4. No physical meeting will take place.
The Record Date: Only stockholders of record as of the close of business on March 31, 2026, are entitled to receive notice of and to vote at the annual meeting.
Voting Importance: The company emphasizes that "None of our stockholders own more than 10% of our outstanding shares, so every stockholder’s vote is important to us."

🗳️ Key Voting Decisions

Stockholders are asked to consider and vote on five major proposals at the meeting. 🗳️ These decisions directly impact the company's leadership and finances for the coming year.

Election of Directors: Electing six directors, each set to serve until the 2027 annual meeting.
Executive Compensation Approval: Approving, on a non-binding, advisory basis, the compensation of named executive officers (NEOs).
Compensation Frequency: Approving, on a non-binding, advisory basis, the frequency of future advisory votes on NEO compensation.
Auditor Ratification: Ratifying the appointment of BDO USA, P.C. as the independent registered public accounting firm for the year ending December 31, 2026.
Other Business: Transacting any other proper business.

👥 Board Governance and Leadership

The board of directors establishes the rules for how the company is run, which is covered by detailed charters. Understanding these roles is key to knowing who is in charge. 🧑‍⚖️

Directors: The full board is responsible for the overall management and control of the company. Key directors include Founder, President, CEO, and Chairman H. Michael Schwartz, Chief Investment Officer Wayne Johnson, and four independent directors: Harold “Skip” Perry (Lead Independent Director), Timothy S. Morris, David J. Mueller, and Lora Gotcheva.
Committees: The board has three critical standing committees:
- Audit Committee: Responsible for overseeing the integrity of financial statements and the internal controls. It is composed of three independent directors (Mueller, Perry, and Gotcheva).
- Nominating and Corporate Governance Committee: Responsible for identifying qualified candidates for the board and recommending a slate of director nominees.
- Compensation Committee: Responsible for reviewing and approving the compensation program for NEOs. It is composed of three independent directors (Morris, Perry, and Gotcheva).
Leadership Structure: The board does not currently have a formal policy to separate the roles of CEO and Chairman. To provide independent leadership, they established the role of a Lead Independent Director, which is currently Harold “Skip” Perry.

💰 Executive Compensation Philosophy

This section explains how the company pays its top executives, which is determined by the Compensation Committee. 💼

The Philosophy: The core objective is to link executive compensation to performance, making it "attractive, flexible and market-based" while aligning the interests of executives and stockholders.
Key Principles:
- Performance Pay: Compensation is linked to achieving specific operational and strategic goals through a Short-Term Incentive Program.
- Balance: Pay is tied to both annual performance goals and multi-year performance goals.
- Risk Management: The committee conducts annual compensation risk assessments to ensure the program does not encourage excessively risky behaviors.
Compensation Structure: The compensation plan utilizes three components:
1. Base Salary: Reviewed annually based on market practices. For 2025, the salaries were established for the NEOs.
2. Short-Term Incentive: Tied to goals like same-store NOI growth, FFO (Funds From Operations, adjusted) per share, and G&A Expense.
3. Long-Term Incentive: A multi-year performance structure.
Pay at Risk: A major takeaway is that approximately 88% of the total target compensation for the CEO and 61% for other NEOs is at risk, linking executive pay directly to performance.

📈 2025 Performance Goals (Short-Term Incentive)

The proxy provides specific financial metrics that management was measured against for the 2025 incentive bonuses. 📊

Financial Goal	Threshold	Target	Maximum	Actual Result	Why it Matters
Same-Store NOI Growth	0.0%	0.8%	2.2%	0.6%	This compares actual growth to a target of 0.8%, indicating the company fell between the target and maximum range.
FFO, as adjusted (per share)	$1.84	$1.92	$2.00	$1.87	The actual FFO was slightly above the threshold of $1.84, but below the target of $1.92.
G&A Expense (millions)	$32.9	$30.5	$28.0	$34.4	The actual G&A expense was significantly higher than the highest potential maximum of $28.0 million.

🔍 Independent Auditor and Fees

The board recommends approving the continued service of BDO USA, P.C. as the independent auditor. 💼

Appointment: The Audit Committee has recommended BDO USA, P.C. as the independent auditor for the year ending December 31, 2026.
Process: While stockholder ratification is not required by the bylaws, the company is submitting the selection to stockholders as a "matter of good corporate governance practice."
Audit Fees History: The total professional fees paid to BDO USA, P.C. were:
- Year Ended December 31, 2025: $1,356,923
- Year Ended December 31, 2024: $832,334
- (Note: All fees cited are audit fees and do not include tax or other fees.)

📞 Action Items and Contacts

This section provides crucial information regarding the voting process, administrative details, and who to contact with questions. 📍

How to Vote: Stockholders have three options: by mail (enclosed proxy card), online at www.proxy-direct.com, or by telephone at (800) 337-3503.
Recommendation: The board of directors recommends voting "FOR" all listed proposals.
Questions: For questions regarding the proposals, contact Nicholas M. Look, General Counsel and Secretary, at 10 Terrace Road, Ladera Ranch, California 92694, or call (833) 404-4110.
Proposal Deadline: To submit a stockholder proposal for the 2027 meeting, notice must be received between November 30, 2026, and December 30, 2026.

🧠 The Analogy

Voting on a proxy statement is like reviewing the budget and the performance report for a major club you belong to. 🏛️ The board presents how much money was spent last year (fees, compensation), what the rules are for the next year (committee charters), and then asks you, the member, to vote on whether the leaders should stay in charge and how the spending should be managed. Every vote you cast—even if you don't attend the meeting—is your formal way of giving approval or disapproval to the management's direction.

🧩 Final Takeaway

This document is a governance playbook, not a performance summary. It tells stockholders how they can directly approve the company's leadership structure, pay policies, and audit firms, making the shareholder vote critical to SmartStop’s future direction.

SmartStop Shareholders Vote on Directors and Compensation Proposals