UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

EXCHANGE ACT OF 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

LIFE STORAGE, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement,

if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

6467 Main Street

Williamsville, New York 14221

Fellow Shareholders,

AsIn some ways 2020 was the year in which the self-storage world caught up with Life Storage’s independent board chair, I would likeinnovations.

More than any of our peers, we have been bringing digital innovations to take this opportunitystorage to invite youenable people and businesses to participatestore their things safely, reliably, inexpensively, conveniently and in our inclusive, virtual annual meeting andways customized to reflect on sometheir priorities.

Thus, in the early days of the bigger picture and longer-term driverspandemic—in April 2020 when global economies were all but shut down—our rentals remained strong—with half of our business.rentals that month coming through Rent Now, our state-of-the-art digital, contactless platform.

First, as I writeWe see growing—and increasingly mobile—global populations needing more—and more kinds of—convenient and affordable storage. Our digital innovations enable us to meet this the rapidly evolving coronavirus(COVID-19) situation continuesdemand. They also enable us to unfold and challenge businesses in virtually all industries. Rest assured thatsteadily reduce certain costs—for example, we are working diligently and taking all reasonable measureswere able to protect our employees, customers, stakeholders and assets. I am proud of how our technology focus has increased the resilience of our platform and preparednessreduce same-store payroll every quarter for challenges such as this. Our people and customers are the foundation of our business and maintaining a safe environment is paramount to our success. As such, our robust business continuity plans and IT platforms have enhanced our team’s ability to effectively operate and serve our customers during volatile and challenging times. I believe that the combination of our team, technology platforms and self-storage assets helps create stability and efficiency for our consumer and business customers as their needs evolve. Further, I am confident that those attributes as welleight straight quarters through September 30, 2020 as our diverse customer base, ample accessdigital capabilities increased—and freed up capital to liquidityinvest in growth and strong balance sheet position us well to protect shareholder value in future innovations, including our environmental efficiency-related ones.

This combined focus on managing efficiently for the coming months.

As a real estate investment trust in the self-storage sector,present, while steadily building for an evolving future, are hallmarks of Life Storage may not seem to be a likely leadersince our formation—as illustrated in technology, environmental and social innovation, but we believe we are:

Each of these is consistent with our four-pillar growth strategy focused on: (1) expanding our footprint; (2) leveraging technology to engage customers and improve efficiency; (3) investing in talent and culture; and (4) driving profitable growth. In 2019, we furthered this strategy by selling more than 50low-rental rate,low-growth stores and redeploying proceeds into higher growth properties with better rental rates in markets with more attractive demographics, such as Seattle and Baltimore. We achieved higher same-store operating margins, grew revenue and funds from operations, and realized a 21%long-term total shareholder return chart. We have brought the same discipline and vision to our own board, as our orderly refreshment, including the planned retirement of another one of our founders and our steadily increasing diversity. We plan, in 2019.future years, to write to you about how some of our evolving initiatives are bearing fruit and encourage you to read more about what my fellow directors and I worked to address this year in the pages that follow.

On behalf of the Life Storage, Inc. management team and Board of Directors, as Chair of the Board, I thankThank you for your continued support investment—and confidence faith—in our team. We look forward to communicating more about our Company’s successes, how our management team will continue to achieve great results going forward, and how our performance impacts our governance and compensation considerations.us.

Sincerely,

Mark G. Barberio

Non-Executive Chair of the Board

April 17, 2020•, 2021

6467 Main Street

Williamsville, New York 14221

Dear Shareholder:Shareholders:

The Notice and Proxy Statement that followsfollow contain details about our 20202021 Annual Meeting of Shareholders (the “Annual Meeting”). Your proxy is being solicited by the Board of Directors of the Company. You will note that the Board of Directors of the Company recommends a vote “FOR” the election of eight directors to serve until the 20212022 Annual Meeting of Shareholders, “FOR” the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for fiscal year 2020,2021, “FOR” the proposal to adoptamend the Company’s 2020 Outside Directors’ Stock Award Plan,Charter of the Company to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000, and “FOR” the proposal to approve the compensation of the Company’s executive officers.

In an effort to exercise caution with regard to the ongoing public health impact ofCOVID-19, and to support the health and well-being of our shareholders, partners and employees, this year’s Annual Meeting will be a virtual meeting held exclusively online via live webcast and will not be held at a physical location. You will be able to attend the Annual Meeting, vote your shares electronically, and submit questions in writing during the meeting by visitingwww.virtualshareholdermeeting.com/LSI2020LSI2021 and entering your unique voter identification number. Additional information regarding attending the Annual Meeting and voting your shares can be found in the Proxy Statement. The vote of every Shareholder is important, and we believe that hosting a virtual meeting will enable more of our Shareholders to attend and participate in the meeting since our Shareholders can participate from any location around the world with Internet access.

This Proxy Statement and form of proxy are first being made available to Shareholders on April 17, 2020. While we currently expect to hold the Annual Meeting on May 28, 2020 as planned, the uncertainties presented by the public health impact of COVID-19 could result in a change to the date of the Annual Meeting. We will notify Shareholders accordingly should we decide to change the date of our Annual Meeting as a result of the impact of COVID-19.•, 2021.

NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Shareholders of Life Storage, Inc. (the “Company” or “Life Storage”), which will be a virtual meeting held over the Internet,accessible at www.virtualshareholdermeeting.com/LSI2021, will be held on Thursday, May 28, 2020,27, 2021, at 9:00 a.m. (E.D.T.), to consider and take action on the following:

Items of Business:

Record Date:

Voting:

The Company is furnishing its proxy statement, proxy and Annual Report on Form 10-K for the year ended December 31, 20192020 (the “2019“2020 Annual Report”) to you electronically via the Internet, instead of mailing printed copies of such materials to each Shareholder. The Company has sent to its Shareholders a Notice of Internet Availability of Proxy Materials that provides instructions on how to access its proxy materials on the Internet, how you can request and receive a paper copy of the proxy statement, 20192020 Annual Report and proxy for the Annual Meeting, and how to vote online at www.proxyvote.com. Shareholders can also call 1-800-579-1639 to request proxy materials or 1-800-690-6903 to vote by telephone.

By Order of the Board of Directors,

Andrew J. Gregoire

Secretary

Williamsville, New York

April 17, 2020•, 2021

6467 Main Street

Williamsville, New York 14221

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement and does not contain all the information that you should consider. You should read the entire Proxy Statement carefully before voting. We intend to mail proxy materials to our shareholders on or about April 17, 2020.•, 2021.

This Proxy Statement and the form of proxy are furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board of Directors” or the “Board”) of Life Storage, Inc. (the “Company”) for the 20202021 Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually over the Internet on Thursday, May 28, 202027, 2021 at 9:00 a.m. (E.D.T.), and at any adjournment thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. No physical meeting will be held. You will be able to attend the Annual Meeting, vote your shares electronically, and submit your questions during the live webcast of the Annual Meeting by visitingwww.virtualshareholdermeeting.com/LSI2020LSI2021 and entering your unique voter identification number. This Proxy Statement and form of proxy are first being made available to Shareholders on April 17, 2020.•, 2021.

Voting Matters

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COMPANY BRIEF

Life Storage Locations as of December 31, 2019

As of 12/31/1920

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OUR DIRECTORS

PROPOSAL 1. ELECTION OF DIRECTORS

WHAT DID WE DO?

There are years in which boards’ actions must become more rapid, more time consuming, and more wide-ranging. The year 2020 was such a year, as the unprecedented scale and unknowns of the pandemic and the accompanying societal changes required us to explore and prepare for an exceptionally wide array of challenges and potential outcomes.

We, open this Proxy Statement by introducing ourselves, the members of yourthe Board, came together with our senior leadership team to support our people, our customers, and our communities throughout the year. A few highlights of our leadership focus include:

We also continued to focus on our own governance. We know that planned, steady board refreshment is both one of the most important, and one of the most difficult, responsibilities that a board has. In 2021, we are saying farewell to one of our visionary founders, Charles E. Lannon, as we welcomed Susan Harnett to our Board.

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

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WHO WE ARE

Nominees for Election to the Board of Directors. We take our oversight responsibilities seriouslyDirectors

Charles E. Lannon, presently a director of the Company, has advised the Company that he will not be standing for re-election for an additional term as well asdirector. Mr. Lannon has been a director of the importanceCompany since the Company’s initial public offering in 1995. Mr. Lannon will continue to be a member of our accountability. We call your attention in particular to our oversight of a smooth CEO transition, with Joseph V. Saffire succeeding David L. Rogers as CEO in 2019. Sometimes the stronger indications of a board doing its job are the quietest—including that of good talent management and succession planning.

We also oversaw significant management actions in 2019 that are described elsewhere in this Proxy Statement. We invite you to read about us as individuals below and ask for your voting support.

The Board of Directors is solicitinguntil the proxies herein and it is intended that such proxies will, unless otherwise directed, be voted to elect the nominees for director named below. Our bylaws provide that in an uncontested election the affirmative vote of a majority of the total of votes cast for or withheld as to a nominee at a meeting at which a quorum is present is necessary for the election of a director. For purposes of the election of directors, abstentions and brokernon-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.

Annual Meeting. Effective as of November 26, 2019,the date of the Annual Meeting, the size of the Board decreasedwill be reduced from nine to eight upon the resignationeight. Susan Hartnett was appointed as a director as of Ms. Carol Hansell fromFebruary 12, 2021 and she is included as a nominee for the Board. As such, the number of directors to be elected at the Annual Meeting shallwill be eight.

WHO WE ARE

Nominees for Election to the Board of Directors

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

As reflected in the skills matrix and accompanying charts, the nominees for election to the Board of Directors listed below bring a diverse array of attributes, skills and experiences to Life Storage that we believe are important and that that led to the

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

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

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		Mark G. Barberio   Age: 5758   Director   Independent: Yes   Director Since: 2015

Experience:

 

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

 

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

Other Boards:

 

Current:

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

Endo International plc, a publicly listed pharmaceutical company (present)

Rochester Institute of Technology Board of Trustees (present)

 

Exide Technologies, a privately held global battery manufacturer and distributor

Endo International plc, a publicly listed pharmaceutical company

Rochester Institute of Technology Board of Trustees

Former: (2015 – 2020)

 

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

Qualifications:Qualification Experience:

Experience includes:

 

Strategic development

 

Finance and capital markets

 

Management and operations

 

Real estate

 

Investor relations

Public company boards

		Joseph V. Saffire   Age: 5051   CEO and Director   Independent: No   Director Since: 2019

Experience:

 

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

 

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

 

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

 

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

Qualifications:Qualification Experience:

Experience includes:

 

Strategic development

 

Finance and capital markets

 

Management and operations

 

Real estate

 

Investor relations

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		Charles E. Lannon Age: 72 Director Independent: Yes Director Since: 1995

Experience:

President of Strategic Advisory, a consulting firm that provides consulting and advisory services to companies seeking capital, transactional and financial guidance (1995 – present)

Co-founded Northtowns Imaging, Inc., a medical diagnostic imaging company (1995 – 1999 when sold)

Vice Chairman of the Board of Kinex Pharmaceuticals LLC, a cancer drug pharmaceutical company, which changed its name to Athenex, Inc. and began publicly trading in 2017 (2009 – 2015)

Other Boards:

Lead Independent Director, Royal Oak Realty Trust Inc., a private REIT, since 2014

Has served as an officer and board member of severalnon-public companies since 1995

Qualifications:

Experience includes:

Corporate governance

Strategic and transactional matters

Finance and capital markets

Investor relations

		Stephen R. Rusmisel   Age: 7475   Director   Independent: Yes   Director Since: 2012

Experience

 

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

 

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

 

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

 

Has lecturedLectured and published numerous articles on corporate governance and transactional issues

Other Boards:

 

Current:

Church of the Blessed Sacrament Board of Trustees; finance counsel chair

Former: (present)

 

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

Qualifications:Qualification Experience:

Experience includes:

 

Corporate governance

 

Accounting and finance

 

Enterprise risk management

 

Strategic and transactional matters

Public company board advisory

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		Dana Hamilton   Age: 5152   Director   Independent: Yes   Director Since: 2018

Experience:

 

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

 

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

 

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

 

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

Other Boards:

 

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

Qualifications:Qualification Experience:

Experience includes:

 

Real estate

 

Strategic and transactional matters

 

Management and operations

 

Finance and capital markets

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		David L. Rogers   Age: 6465   Director   Independent: No   Director Since: 2018

ExperienceExperience:

 

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

 

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

 

Has been a regularRegular presenter at national and regional meetings of the Self Storage Association

Other Boards:

 

Current:

Catholic Health Systems and othernot-for-profit entities

Former: (present)

 

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

Qualifications:Qualification Experience:

Experience includes:

 

Intimate knowledge of theDeep Company through his past experience as the Company’s Chief Executive Officerexpertise

 

Finance and accounting

 

Real estate

 

Investor relations

		Susan Harnett Age: 64 Director Independent: Yes Director Since: 2021

Experience:

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

Co-Founder of startups Juntos and EqualFuture Corp.

National Association of Corporate Directors Governance Fellow.

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

President of Local Consumer Lending, Citigroup (2011 – 2012), Head of Global Business Performance (2008 – 2011), CEO of Citibank Germany (2004 – 2007), Head of Retail Banking/Deputy CEO of Citibank EMEA (2001 – 2004)

Other Boards:

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

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

QBE Insurance (former)

Citifinancial (former)

Visa Canada (former)

Qualification Experience:

Corporate governance

Strategic and transactional matters

Management and operations

Finance and capital markets

Customer experience

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

THE ELECTION OF THE NOMINEES NAMED ABOVE

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HOW WE ARE SELECTED AND ELECTED

In identifying and evaluating the individual director nominees that it recommends to the Board of Directors, the Nominating, Governance and Corporate Responsibility Committee of the Board of Directors utilizes the following process: (i) the Nominating, Governance and Corporate Responsibility Committee reviews the qualifications of any candidates who have been properly recommended or nominated by a Shareholder, as well as those candidates who have been identified by management, individual members of the Board of Directors or, if the Nominating, Governance and Corporate Responsibility Committee determines, a search firm; (ii) the Nominating, Governance and Corporate Responsibility Committee evaluates the performance and qualifications of individual members of the Board of Directors eligible forre-election; (iii) the Nominating, Governance and Corporate Responsibility Committee considers the suitability of each candidate, including the current members of the Board of Directors, in light of the current size and composition of the Board of Directors; (iv) the Nominating, Governance and Corporate Responsibility Committee considers each individual candidate in the context of the current perceived needs of the Board of Directors, as a whole; and (v) the Nominating, Governance and Corporate Responsibility Committee seeks assurances from each candidate that such candidate will be readily available and timely respond to Board matters. Directors:

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

The Nominating, Governance and Corporate Responsibility Committee does not have an express policy with regard to consideration of director candidates recommended by Shareholders, but it will consider director candidates proposed by Shareholders in the same manner as it considers other candidates. The Board of Directors and the Nominating, Governance and Corporate Responsibility Committee believe that candidates must be highly qualified, exhibiting the experience and expertise required of the Board of Directors’ own pool of candidates and interest in the Company’s business, and the ability to attend and prepare for Board of Directors, committee and Shareholder meetings. Any candidate must state in advance his or her willingness and interest in serving on the Board of Directors. Candidates should represent the interests of all Shareholders and not those of a special interest group. A Shareholder wishing to nominate a candidate should do so in accordance with the guidelines set forth below under the caption “Proposals of Shareholders for the 20212022 Annual Meeting.”

While theThe Nominating, Governance and Corporate Responsibility Committee does not have a written policy regarding diversity in identifying director candidates, the Nominating, Governance and Corporate Responsibility Committee considers diversity in its search for the best candidatesis committed to serve on the Board of Directors. Generally, the Nominating, Governance and Corporate Responsibility Committee looks to incorporateincorporating diversity in all its forms including diversity of attributes, skills, experiences, backgrounds, skills and experiences,demographics, including race, ethnicity, and gender, all with a view to identify candidates that can assist the Board of Directors with its decision making. The Nominating, Governance and Corporate Responsibility Committee places primary emphasis on (i) judgment, character, expertise, skills and knowledge useful to the oversight of the Company’s business; (ii) diversity of perspectives, backgrounds, experiences and other demographics; (iii) business or other relevant experience; and (iv) the extent to which the interplay of the nominee’s expertise, skills, knowledge and experience with that of other members of the Board of Directors will build a board that is

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active, collegial and responsive to the needs of the

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HOW WE ARE ORGANIZED

Board Leadership Structure.

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

Meetings of Thethe Board of Directors and Board Committees

Board of Directors Committee Memberships.

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

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20192020 Attendance at Board and Committee Meetings.

The chart below sets forth director attendance at Board and Committee Meetings in 20192020 based upon each respective director’s term on the Board and each Committee.

(1) Ms. Hansell resigned from the Board of Directors effective November 26, 2019.

(2)    Mr. RusmiselHarnett was appointed to the Nominating, Governance and Corporate Responsibility Committee effective March 1, 2020.

(3)    Mr. Saffire was appointedelected to the Board on February 12, 2021 and therefore did not attend any meetings of Directors on March 14, 2019.the Board or its Committees in 2020.

Board of Directors.

The Board of Directors held 1113 meetings during the fiscal year ended December 31, 2019.2020. Each director attended 100% of the total number of meetings held by the Board of Directors during such director’s tenure on the Board. Additionally, each director attended 100% of the total number of meetings held by all committees on which he or she served, with the exception of Ms. HamiltonMr. Rusmisel who was excused from one meeting of the Compensation and Human Capital Committee for good reason. Ournon-employee directors meet in executive session in conjunction with regularly scheduled meetings of the Board of Directors at least twice per year and on other occasions, as necessary, in accordance with the Company’s Corporate Governance Principles. Mark G. Barberio serves as Chair of the Board and he has presided at meetings of the Company’s directors.

The Company’s policy is that all directors should attend the Annual Meeting of Shareholders, either virtually orin-person (as applicable), absent a good reason. With the exception of one director who was excused for good reason, allAll eight directors who were then on the Board of Directors attended the 20192020 Annual Meeting of Shareholders (the “2019“2020 Annual Meeting”) in person.virtually.

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Audit and Risk Management Committee.

The Audit and Risk Management Committee is composed of Messrs. Havener, Rusmisel, Lannon, and Pettinella, and Ms. Hamilton.Mses. Hamilton and Harnett. Mr. Havener serves as Chair. Ms. Harnett was appointed to the Audit and Risk Management Committee effective February 12, 2021. The Audit and Risk Management Committee oversees the accounting and financial reporting processes and audits of the financial statements of the Company.Company, along with the strategic, compliance and operational risk based on the Company’s enterprise risk management assessment. The Audit and Risk Management Committee has generally led the Board’s oversight of enterprise risk management, with the assistance of other Board committees. The Audit and Risk Management Committee assists the Board of Directors in oversight of the quality and integrity of the Company’s financial statements, the financial reporting process, the systems of internal accounting and financial controls, the performance of the Company’s internal audit function and internal auditors, the independent auditor’s qualifications and independence, the Company’s risk management practices, and compliance with ethics policies and legal and regulatory requirements.requirements, including data privacy and cybersecurity.

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

The Audit and Risk Management Committee’s duties are set forth in its charter, which can be found on the Company’s web site atwww.lifestorage.com. Additional information regarding the Audit and Risk Management Committee and the Company’s independent registered public accounting firm is disclosed in the Report of the Audit and Risk Management Committee below. The Audit and Risk Management Committee held sixfive meetings during 2019.2020. The Audit and Risk Management Committee meets regularly in private session with the Company’s independent registered public accounting firm.

Compensation and Human Capital Committee.

The Compensation and Human Capital Committee is composed of Messrs. Rusmisel, Lannon and Barberio, Ms. Hamilton and Ms. Hamilton,Harnett, each of whom is independent within the meaning of applicable NYSE listing standards. Mr. Rusmisel serves as Chair. Ms. HansellHarnett was also a member ofappointed to the Compensation and Human Capital Committee up to and until her resignation from the Board effective November 26, 2019.February 12, 2021. The Compensation and Human Capital Committee makes decisions with respect to compensation of the executive officers of the Company (the “Executive Officers”), reviews and recommends to the full Board of Directors director compensation levels and programs, and administers the Company’s

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compensation plans and other human capital matters such as diversity, equality and inclusion, workplace environment and culture, and talent development, wellness, safety and retention.

The Compensation and Human Capital Committee met sixseven times during 2019.2020. Compensation and Human Capital Committee agendas are established by the Committee Chair, and the Compensation and Human Capital Committee deliberates and takes action only in executive session. The Compensation and Human Capital Committee’s charter does not permit delegation of its responsibilities or authority to others. Pursuant to its charter, the Compensation and Human Capital Committee has the authority to engage advisors, including compensation consultants. The Compensation and Human Capital Committee has engaged Longnecker & Associates as an independent consultant to assist in evaluating compensation for the Executive Officers and executive compensation programs generally. The consultant reports directly to the Compensation and Human Capital Committee and does not perform services for management.

On occasion, at the request and direction of the Compensation and Human Capital Committee, the consultant will review compensation levels recommended by the Executive Officers for other senior managers. The consultant advises the Compensation and Human Capital Committee with respect to compensation trends and best practices, plan design, reasonableness of individual compensation awards and general comparability with other publicly traded companies and companies in the real estate investment trust (“REIT”) industry. In accordance with the Compensation and Human Capital Committee’s policy on assessing advisor independence, the Compensation and Human Capital Committee determined that there were no conflicts of interest or issues related to independence during 20192020 that would impact the advice to the Compensation and Human Capital Committee from Longnecker & Associates and the representatives of Longnecker & Associates who advise the Compensation and Human Capital Committee.

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

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

Nominating, Governance and Corporate Responsibility Committee.

The Nominating, Governance and Corporate Responsibility Committee of the Board of Directors serves as the Company’s nominating committee. The Nominating, Governance and Corporate Responsibility Committee is composed of Messrs. Havener, Barberio, Pettinella, and Rusmisel, each of whom is independent within the meaning of applicable NYSE listing standards. Ms. Hansell was also a member of the Nominating, Governance and Corporate Responsibility Committee, serving as Chair, up to and until her resignation from the Board effective November 26, 2019. Mr. Pettinella was appointedserves as Chair of the Nominating, Governance and Corporate Responsibility Committee effective

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commitment to seek candidates with diversity in experience and background, including race, ethnicity, and gender, and recommending director nominees for the Annual Meeting of Shareholders, recommending to the Board the Corporate Governance Principles applicable to the Company, leading the Board of Directors in its annual review of the Board’s performance, and recommending the director nominees for each committee as further described in “HOW WE ARE SELECTED AND ELECTED”. TheIn addition, the Nominating, Governance and Corporate Responsibility Committee also has worked closely withoversees and reviews the BoardCompany’s strategies, activities and senior management onpolicies regarding environmental, social, and governance (“ESG”) matters. The Nominating, Governance and Corporate Responsibility Committee must annually review the adequacy of its charter and its own performance. The Nominating, Governance and Corporate Responsibility Committee met fourthree times during 2019.2020.

HOW WE GOVERN AND ARE GOVERNED

Corporate Governance Guidelines.

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

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

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

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

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Policies and Procedures Regarding Related Party Transactions.

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

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

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

Compensation Risk Assessment.

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

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HOW TO COMMUNICATE WITH US

Complaint Procedure; Communications with Directors.

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

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

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

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

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HOW WE ARE PAID

Director Compensation

The table below summarizes the compensation paid by the Company to directors who are not officers or employees of the Company (“Outside Directors”) for the year ended December 31, 2019.2020. Directors who are not Outside Directors are not paid any compensation for their service as directors. Mr. Rogers retired asMs. Harnett was appointed to the Company’s Chief Executive OfficerBoard on February 28, 201912, 2021 and therefore Mr. Rogers’did not receive any compensation as a director in 2020. All share amounts in the table and related footnotes below represents compensation for his service as a director subsequenthave been adjusted to this retirement date.reflect the impact of the three-for-two distribution of common stock announced by the Company on January 4, 2021 and distributed on January 27, 2021 to shareholders of record on January 15, 2021.

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The Company pays annual directors’ fees quarterly. This base annual director’s fee to each Outside Director is $100,000$80,000 ($25,00020,000 quarterly). An annual fee of $50,000$75,000 ($12,50018,750 quarterly) is payable to thenon-executive Chair of the Board; an annual fee of $20,000 ($5,000 quarterly) is payable to the chair of the Audit and Risk Management Committee and $10,000 ($2,500 quarterly) is payable to each of the other members of such committee; an annual fee of $15,000 ($3,750 quarterly) is payable to the chair of the Compensation and Human Capital Committee and $7,500 ($1,875 quarterly) is payable to each of the other members of such committee; an annual fee of $10,000$15,000 ($2,5003,750 quarterly) is payable to the chair of the Nominating, Governance and Corporate Responsibility Committee and $5,000$7,500 ($1,2501,875 quarterly) is payable to each of the other members of such committee. Outside Directors are also paid a meeting fee of $1,000 for each special meeting of the Board of Directors attended. Meeting fees are not paid for regular meetings and committee meetings. In addition, the Company will reimburse all directors for reasonable expenses incurred in attending meetings. In 2019, Mr. Barberio was paid a fee of $10,000 for the substantial amount of time he spent assisting executive management during the year. Also, certain Outside Directors are provided health insurance coverage on the same terms and conditions as home office employees of the Company. Those Outside Directors who are not provided such health insurance coverage are provided a cash payment in lieu of health insurance coverage.

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this goal. The Company adopted these stock ownership guidelines as a means of requiring directors to hold equity and tie their interests to Shareholders’ interests. All Outside Directors have either met these guidelines or are still within the five-year period allowed to meet this guideline.

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Equity Compensation Plan Information

The following table sets forth certain information as of December 31, 20192020 (except as set forth in footnote 1 below), with respect to equity compensation plans under which shares of the Company’s Common Stock may be issued. All share and per share amounts in the table and related footnotes below have been adjusted to reflect the impact of the three-for-two distribution of common stock announced by the Company on January 4, 2021 and distributed on January 27, 2021 to shareholders of record on January 15, 2021.

(1)    Includes the actual number of shares issued in January 2020 as part of the 20162021 related to performance-based awards (24,148)issued on December 29, 2017 (43,532) and the maximum number of shares (121,883)(182,046) that could be issued as part of 2017,the performance-based awards issued in 2018, 2019 and 2019 performance-based awards.2020. The actual number of shares to be issued as part of the performance-based awards issued in 2018, 2019 and 2020 will be determined at the end of the three-year performance periods in 2020, 2021, 2022 and 2022,2023, respectively. See Note 9 to the Company’s financial statements included in the 20192020 Annual Report.

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

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

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Security Ownership of Certain Beneficial Owners

The following table sets forth information as to all persons or groups known to the Company to be beneficial owners of more than five percent of the outstanding Common Stock of the Company as of March 30, 20202021 based on 46,902,03076,423,796 shares of Common Stock outstanding as of such date. All share amounts in the table and related footnotes below reported as of December 31, 2020 have been adjusted to reflect the impact of the three-for-two distribution of common stock announced by the Company on January 4, 2021 and distributed on January 27, 2021 to shareholders of record on January 15, 2021.

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OUR AUDITORS

PROPOSAL 2. APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Based upon the recommendation of the Audit and Risk Management Committee, the Board of Directors has reappointed Ernst & Young LLP as its independent registered public accounting firm for the year ending December 31, 2020.2021. At the Annual Meeting, Shareholders will be asked to ratify this appointment. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting (via webcast), will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

Fees billed to the Company for fiscal years 20192020 and 20182019 by Ernst & Young LLP were as follows:

Audit fees include fees for the audit of the Company’s consolidated financial statements, interim reviews of the Company’s quarterly financial statements, and the audit of the Company’s internal controls over financial reporting. Included in audit fees for 2020 and 2019 are $350,000 and 2018 are $220,000, and $70,896, respectively, related to the Company’s public bond offerings, common stock offerings and SEC comment letter responses. Tax fees include fees for services relating to tax return preparation, tax compliance, transaction tax due diligence, tax planning and tax advice. All other fees relate to technology access.

The Audit and Risk Management Committee has adopted a policy that requires its advance approval for all audit, audit-related, tax and other services to be provided by the independent registered public accounting firm to the Company. The Audit and Risk Management Committee has delegated to its Chair authority to approve permitted services, provided that the Chair reports any decisions to the Audit and Risk Management Committee at its next scheduled meeting. During 2019,2020, all fees for audit services, all fees for audit-related services and all fees for tax services were approved under this policy.

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

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desires to obtain from its Shareholders an indication of their approval of the Audit and Risk Management Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2020.2021. Even if the appointment of Ernst & Young LLP is ratified, the Audit and Risk Management Committee may, in its discretion, change the appointment at any time during the year should it determine that such a change would be in the best interests of the Company and its Shareholders. If the Company’s Shareholders do not ratify this appointment, the Audit and Risk Management Committee may consider the appointment of another independent registered public accounting firm but will not be required to appoint a different firm.

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

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REPORT OF THE AUDIT AND RISK MANAGEMENT COMMITTEE

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

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

Based upon these reviews and discussions, the Audit and Risk Management Committee recommended to the Board of Directors that the audited financial statements for the year ended December 31, 20192020 be included in Life Storage Inc.’s 20192020 Annual Report for filing with the Securities and Exchange Commission.

Members of the Audit and Risk

Management Committee

ARTHUR L. HAVENER, JR., CHAIR

CHARLES E. LANNON

STEPHEN R. RUSMISEL

DANA HAMILTON

EDWARD J. PETTINELLA

SUSAN HARNETT

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

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vests upon either (i) the Outside Director’s death or disability while serving on thePROPOSAL 3. APPROVAL OF THE AMENDMENT OF THE COMPANY’S CHARTER TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

The Board of Directors or (ii)has unanimously adopted and declared advisable a Significant Corporate Event. A “Significant Corporate Event” is defined as (i)proposal to amend Section 7.1 of the dissolution or liquidationcharter of the Company (ii) a merger, reorganization or consolidation(as currently in whicheffect, the “Charter”) to increase the number of shares of common stock that the Company is acquired by another person orauthorized to issue from 100,000,000 to 200,000,000 shares and to make a corresponding increase in which the Company is notdollar amount of the surviving corporation, or (iii) the saleaggregate par value of all or substantially allour authorized shares of stock having par value.

If this amendment is approved by the Shareholders, Section 7.1 of the outstandingCharter will be amended to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000 shares. The number of authorized shares of preferred stock would remain unchanged at 10,000,000 shares. In connection with such increase, the Charter would correspondingly increase the aggregate par value of authorized shares of stock having par value by $1,000,000, based on the $0.01 par value of our common stock.

If this Proposal 3 is approved by our Shareholders, Articles of Amendment incorporating the amendment described above (the “Articles of Amendment”) will be filed with the State Department of Assessments and Taxation of Maryland (the “SDAT”), and the amendment to Section 7.1 of the Charter described above will be effective upon the acceptance for record of the Articles of Amendment by the SDAT.

The description below summarizes the purpose and potential risks of the proposed amendment to our Charter.

Increase in Authorized Common Stock or assets

Background

Section 7.1 of the Charter authorizes the Company to another entity. An Outside Director will not have taxable income atissue 100,000,000 shares of common stock and 10,000,000 shares of preferred stock. This authorization was established when the time restricted stock is granted (unlesscurrent Charter was adopted in May 1995 in connection with the Outside Director elects to be taxed at that time), but will have taxable income at the time of vestingCompany’s initial public offering and has never been increased. As of the restrictedclose of business on March 30, 2021, the record date, there were 76,423,796 shares of common stock in anissued and outstanding.

The Board therefore recommends that Section 7.1 of the Charter be amended to increase the number of shares of common stock that we are authorized to issue from 100,000,000 to 200,000,000 shares and to make a corresponding change to Section 7.1 to increase the dollar amount equalof the fair marketaggregate par value of the restrictedall of our authorized stock on the date of vesting. Dividends payable with respect to the restricted stock shall be accumulated during the one-year vesting period and paid to the Outside Director only upon vesting of the restricted stock. In the event any shares of restricted stock are forfeited, the accumulated dividends shall also be forfeited. Any shares of restricted stock that do not vest shall be automatically cancelled and shall not again be available for awards under the 2020 Directors’ Plan.having par value.

The 2020 Directors’ Plan allows an Outside Director to enter into a deferred compensation agreement with respect to any annual award of restricted stock made after 2020, in which event such Outside Director will be credited with deferred stock units with respect to any award to be deferred. Deferred stock units will be subject to forfeiture to the same extent as the restricted stock so deferred. Each deferred stock unit that has ceased to be subject to forfeiture shall be converted into one share of Common Stock at such time and in such manner as elected by the Outside Director in the relevant deferred compensation agreement. After the vesting of the applicable deferred stock unit, the Company will pay the Outside Director a cash dividend equivalent in an amount equal to the applicable dividend whenever the Company declares cash dividends on its Common Stock, including dividends accumulated during theone-year vesting period.

Only a director who is an Outside Director is eligible to receive awards under the 2020 Directors’ Plan. The number of persons eligible to participate in the 2020 Directors’ Plan will be seven assuming the election of the directors nominated herein.

The 2020 Directors’ Plan shall be effective upon its adoption by the Shareholders of the Company.

NEW PLAN BENEFITS

2020 Outside Directors’ Stock Award Plan

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Adoption of the 2020 Directors’ PlanCompany. Such common stock distribution was non-dilutive but reduced the number of shares of authorized common stock available for raising additional capital. The Board may determine that a further common stock distribution should be made by the Company and as such, additional authorized shares of common stock would be necessary to facilitate such common stock distribution.

The newly authorized shares of common stock could be issued at such times and for such corporate purposes as our Board of Directors may deem advisable without further action by our Shareholders, except as may be required by Maryland law or by the rules of the New York Stock Exchange or any other stock exchange or national securities association trading system on which our common stock may be listed or traded. In this regard, shareholder approval of equity compensation plans would be required for new equity compensation plans or to increase the number of shares of common stock available under existing equity compensation plans, and various rules of the SEC and New York Stock Exchange would make shareholder approval of such an arrangement very desirable in many cases. Subject to such shareholder approvals, the Board could authorize the issuance of these shares of common stock for any corporate purpose that the Board deems advisable, which may include capital-raising transactions of equity or convertible debt securities, stock splits, stock dividends, issuance under current or future equity compensation and incentive plans, employee stock plans and savings plans, and acquisitions of individual properties or portfolios of multiple properties.

Capital-raising is an essential part of the Company’s business, operational and investment strategies. If the Company is unable to issue additional shares of common stock, or securities convertible into common stock, (1) it may have difficulty raising funds to complete future investments, acquisitions or meet obligations and commitments as they mature (depending on its access to other sources of capital), and/or (2) it may be forced to limit future investments or alter its capitalization structure and increase leverage in order to finance future investments and obligations. These adjustments to the Company’s investment strategy may limit the Company’s ability to generate earnings growth and increase shareholder value.

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In light of the foregoing, the Board of Directors has determined it advisable and in the best interests of the Company to amend the Charter to increase the authorized number of shares of common stock of the Company.

Potential Risks of the Amendment

The additional authorized shares of common stock, if any when issued, would be part of the existing class of common stock and would have the same rights and privileges as the shares of common stock currently outstanding. The Company’s Shareholders do not have preemptive rights with respect to common stock issuances. Accordingly, any issuance of additional shares of common stock will reduce the current Shareholders’ percentage ownership interest in the total outstanding shares of our common stock. The authorization and subsequent issuance of additional shares of common stock may, among other things, have a dilutive effect on earnings per share, FFO per share and on the equity and voting power of existing holders of our common stock. The Board of Directors recognizes the potential dilutive impact issuing additional shares will have on the outstanding shares and believes that the proposed increase in the authorized shares of common stock strikes an appropriate balance between advancing its investment strategy and minimizing dilution.

The availability for issuance of additional shares of common stock could enable the Board of Directors to render more difficult or discourage an attempt to obtain control of the Company. For example, by increasing the number of outstanding shares, the interest of the party attempting to gain control of the Company could be diluted. Also, the additional shares could be used to render more difficult a merger or similar transaction. The Board of Directors is not aware of any attempt, or contemplated attempt, to obtain control of the Company. The proposed increase in the number of authorized shares of common stock is not being presented with the intent that it be used to prevent or discourage an attempt to obtain control of the Company. However, nothing would prevent the Board of Directors from taking any appropriate actions consistent with what the Board of Directors determines is in the best interests of the Company. Further, in order to protect the Company’s status as a real estate investment trust, the Company’s Charter provides that no person may acquire securities that would result in the direct or indirect beneficial ownership of more than 9.8% in value of the Company’s outstanding capital stock by such person (unless an exemption is granted to such person by the Board). Consequently, the approval of the proposed amendment should have little incremental effect in discouraging unsolicited takeover attempts.

If this proposed amendment is approved, all or any of the authorized shares of common stock may be issued without further action by the Shareholders and without first offering such shares to the Shareholders for subscription. The issuance of shares otherwise than on a pro-rata basis to all current Shareholders would reduce current Shareholders’ proportionate interests. However, in any such event, Shareholders wishing to maintain their interests may be able to do so through normal market purchases.

No Dissenters’ Rights

Under Maryland law, shareholders are not entitled to dissenters’ rights of appraisal with respect to this proposal.

The text of the proposed Articles of Amendment is attached as Exhibit A to this proxy statement.

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Required Vote for Proposal 3

Approval of the amendment to the Charter requires the affirmative vote of a majorityShareholders entitled to cast two-thirds of the shares of Common Stockvotes entitled to be cast on the proposal, provided a quorum is present at the meeting. For purposes of the vote, abstentions will have the same effect as votes against the proposalAbstentions and brokernon-votes will not be counted as votes cast and will have anythe effect onof a vote against the results ofamendment to the vote.Charter.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSAL TO ADOPTAPPROVE THE 2020 OUTSIDE DIRECTORS’ STOCK AWARD PLANAMENDMENT TO THE COMPANY’S CHARTER

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OUR COMPANY

EXECUTIVE OFFICERS OF THE COMPANY

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

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

David L. Rogers retired from his position as Chief Executive OfficerLife Storage’s Mission: Rooted in Sustainability

The pandemic underscored the importance or necessity of the Company on February 28, 2019. His retirement did not affect his status assafe, accessible storage to assist customers who have had to make sudden and significant changes to their lives. Therefore, we took swift action to protect our team members so they could provide a memberhigh level of the Company’s Board of Directors.safe and reliable customer service. Such actions included:

Driving sustainability throughoutSupporting Our Team

Supporting Our Customers

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Environmental Highlights

Life Storage is committed to fostering a sustainable company to support the successowns or operates more than 925 self-storage facilities encompassing approximately 67 million square feet in 32 states and satisfaction of its employees, customers, communities, shareholders and other stakeholders. We focus on delivering long-term value by proactively integrating environmental, social and governance factors into our decision making. We strive to reduce our environmental impact, enhance the positive impact we have on our stakeholders, and govern transparently.

Minimizing environmental impact by design

Ontario, Canada. As a REIT and a facility owner and operator, we are responsible for monitoring and minimizing our environmental impact. Environmental efficiency in

Energy Efficiency Measures

Self-storage facilities are inherently resilient and have low environmental impacts due to low energy and water utilization and minimal customer and employee traffic. However, we work to further reduce our building design and operations is importantenvironmental impact through:

Renewable Energy Program

More than 30 Life Storage wholly owned facilities are equipped with more than 40 solar arrays. To date, our company, our stakeholders and our customers.renewable energy program has generated 20 GWh of energy.

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All facilities must meetWe have started a rigorous set of internally developed energy efficiency guidelines.5-year solar development initiative that we expect to:

Roofing

Heating & Cooling

Water:LightingSelf-storage

Water and Waste

Although self-storage facilities typically have low rates of water use, we have implemented formal water and waste management policies, procedures and monitoring programs to reduce our waste consumption and productionintensity.

Sustainable Operations

We integrate sustainability into the operations of wastewater. However, many facilities utilize native planting or xeriscape landscaping, reducing the need for water and minimizing the use of pesticides and fertilizers.

Green Buildings

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

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

Social Highlights

With approximately 2,000 team members and more than 500,000 customers in hundreds of markets across 32 states and Canada, treating everyone with dignity and respect is at the core of our company’s values and is essential to our Company. We treatability to create value for all of our fellow team members, our customers, our shareholders, and our communities with the highest degree of dignity, trust, and honesty.stakeholders.

Our Teammates

We have a robust, multi-step process to ensure customer satisfaction including customer satisfaction surveys, a feedback web portal, internal56-question Store Visit Report assessments, and third-party secret shopper service that conducts15-point assessments.

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

Training:Robust training and professional development programs:

Competitive benefits package:Our benefits package is open to all eligible employees

Our Customers

Customer Satisfaction

We have a robust, whistleblower program that offers anonymous, 24/7 reporting of any ethical concern with informationmulti-step process to ensure customer satisfaction:

Hedging Policy

Our Social Impact Programs

Diversity, Equality, and Inclusion

The Company’s insider trading policy prohibits, among other things, its directors, officersLife Storage Diversity, Equality, and employees from entering into hedging or monetization transactions with respectInclusion (“DEI”) program is focused on creating a work environment that values differences, fosters inclusion, and promotes collaboration. Its key components include increased DEI education and communication including celebrating our diverse backgrounds, honoring events and holidays of multiple cultures, and robust diversity training for all our team members.

Community Engagement

The “Life in our Communities” program includes thoughtful community outreach, organized volunteer efforts through our Volunteers for Life program, as well as charitable support activities.

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Our Vendors

Vendor Code of Conduct

As of November 2020, all Life Storage vendors must sign and commit to the Company’s securitiesethical standards in our Life Storage Vendor Code of Conduct.

Governance Highlights

Our diverse Board of Directors is younger and from holding the Company’s securities in margin accounts or otherwise pledgingshorter tenured than average. We avoid unpopular provisions such securities as collateral for loans.staggered boards, dual class capitalizations, poison pills and plurality voting, and we have good internal and external pay parity.

Other Governance Practices

Some of our otherOur governance best practices include, but are not limited to:to, the following:

Compliance Programs

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OUR PAY

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation and Human Capital Committee of our Board oversees our compensation programs for executive officers and other employees. This Compensation Discussion and Analysis (“CD&A”) explains the Compensation and Human Capital Committee’s compensation philosophy, summarizes our executive compensation program, and describes compensation decisions for Life Storage’s named executive officers (the “Named Executive Officers”) during 2019.2020. All share, per share, and performance-based award amounts in this “Compensation Discussion and Analysis” section, including all tables in this section, have been adjusted to reflect the impact of the three-for-two distribution of common stock announced by the Company on January 4, 2021 and distributed on January 27, 2021 to shareholders of record on January 15, 2021.

Executive Summary

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Our Company

Life Storage, Inc. is a fully integrated, self-administered and self-managed REIT that acquires and manages self-storage properties throughout the United States. Headquartered in Buffalo, New York, the Company employs nearlyover 2,000 people and operates approximately 850over 925 self-storage facilities encompassing over 5567 million square feet in 2932 states and Ontario, Canada.

Our Named Executive Officers

The Company’s four Named Executive Officers, known as the “NEOs,” for 20192020 are:

2019 Leadership Transition

On February 28, 2019, David L. Rogers retired as Chief Executive Officer of the Company and in connection therewith, the Company and Mr. Rogers entered into a separation agreement. The separation agreement provided that Mr. Rogers vested in certain restricted shares and performance shares as of his retirement date. Notwithstanding his retirement, Mr. Rogers continues to serve on the Board of Directors.

The Company appointed Joseph V. Saffire as Chief Executive Officer of the Company effective March 1, 2019.

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Our Compensation Program

Despite the COVID-19 global health crisis having significant impacts across almost every part of the Company, Life Storage delivered strong performance in 2020.

Company Response to COVID-19

The Company took a comprehensive approach to addressing the impact of the COVID-19 global health crisis on the Company, its employees and its customers. Management acted swiftly and decisively and implemented measures including:

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Governance of Executive Compensation.

What We Do Not Do:

What We Do Not Do:

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Compensation Philosophy

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

Compensation Components and Allocation of CEO 20192020 Target Compensation

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

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20192020 Components of Executive Compensation

Base Salary

The Compensation and Human Capital Committee annually reviews executive officer base salary levels, typically at the beginning of the year, with a goal of providing competitive, fixed cash compensation. The Compensation and Human Capital Committee generally seeks to maintain executive base salaries near the median level of salaries for comparable positions in the Compensation Peer Group (as defined below). Due to Life Storage’s continuing strong operating results, the comparison to external and internal pay levels, and expected increases in base pay of executives at the Compensation Peer Group companies and the rate of pay increases for ournon-executive officers, the 20182019 and 20192020 base salaries for our NEOs serving as of December 31, 20192020 were as follows:

Annual Incentive Award

For 2019,2020, our NEOs were eligible to earn annual incentive awards under Life Storage’s Annual Incentive Compensation Plan (the “Plan”). These annual awards are primarily based upon the level of achievement across a defined set of Company performance measures aligned with stockholdershareholder value creation and advancement of strategic goals, but individual awards may be modified (up or down) based on the NEO’s particular performance.

Under the Plan, the NEOs are entitled to annual bonuses based upon certain performance metrics set by the Compensation and Human Capital Committee. The three performance metrics under the Plan are based upon (i) achieving a percentage growth in “targeted” FFO (the “FFO Award Percentage”); (ii) achieving percentage increases in FFO per share that compare favorably to the growth achieved by publicly traded competitors of the Company (Public Storage, Extra Space Storage Inc., and CubeSmart) (the “Peer Companies Award Percentage”); and (iii) the participant’s overall performance for the year based upon factors determined by the Compensation and Human Capital Committee (the “Performance Award Percentage”). The maximum potential payout under these awards is 180% of each NEO’s respective base salary.

FFO is computed in accordance with the National Association of Real Estate Investment Trusts guidelines and is used by industry analysts and investors as a supplemental operating performance measure of an equity REIT. FFO excludes historical cost depreciation, among other items, from net income determined in accordance with generally accepted accounting principles, or GAAP. The most comparable GAAP measure is net income (loss).income. Under the Plan, the Compensation and Human Capital Committee may make adjustments to FFO to eliminate the impact of unusual and unforeseen factors. For

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an explanation of how the Company calculates FFO, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019,2020, filed with the SEC.

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Upon completion of the performance period, the Compensation and Human Capital Committee determined that the payout was appropriate given the 2020 accomplishments noted above, including self-storage sector leading TSR, 5.9% growth in adjusted FFO and strategic and operations improvements intended to continue driving positive operating results despite the global pandemic such as the roll-out of “Rent Now 2.0,” the Company’s second generation dynamic pricing, fully-digital rental platform that allows customers to self-serve and move into their storage units with no human interaction.

Peer Companies Award Percentage

The second metric pursuant to the Plan allows each NEO to earn a bonus of up to 60% of base salary based upon the percentage increase of FFO per share for the Company for the12-months ending September 30 of the current year over the FFO per share for the Company for the same period of the previous year as compared with that of certain publicly traded competitors (Public Storage, Extra Space Storage Inc., and CubeSmart). Under this metric, the following award percentages are earned based on the number of peer companies’ FFO Growth per share exceeded by the Company:

In 2019,2020, our FFO Growth did not exceed anyper Share exceeded two of our peers’ FFO Growth per Share; therefore, there was noeach NEO received a payout on this award.award of 40% of each NEO’s respective base salary.

Performance Award Percentage

The third metric pursuant to the Plan allows each NEO to earn a bonus of up to 60% of base salary based upon the Compensation and Human Capital Committee’s review of the

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crisis, wholly owned and joint venture acquisitions completed by the Company in 2019, dispositions completed, executive transition,2020, the expansion of the Company’s third-party management business in 2019,2020, and the increase in same store sales and net operating income.

20192020 Compensation Program Outcomes

For 2019,2020, Mr. Saffire received a cash bonus of $551,250, Mr.$960,000 and Messrs. Gregoire and Killeen each received a cash bonus of $441,000, and Mr. Killeen received a cash bonus of $399,000. Mr. Rogers did not receive a cash bonus for 2019 due his retirement in February of 2019.$696,000. Such bonuses are comprised of:

The following table shows the annual incentive bonus, including the respective formulaic and individual components, paid to each NEO serving as of December 31, 2019:2020: