Warren Allan

About Warren W. Allan

Warren W. Allan (age 67) was appointed as an independent trustee of National Storage Affiliates Trust in August 2024. He is co-owner and co-founder of Optivest Properties, LLC (a former NSA PRO), served as Optivest’s President until July 2024, and previously served on NSA’s PRO Advisory Committee (2014–2024), bringing extensive self‑storage, real estate, and financial experience to the Board . The Board affirmatively determined Mr. Allan is independent under NYSE, SEC, and NSA’s Independence Standards (2024 and 2025 determinations) .

Past Roles

External Roles

Board Governance

• Committee assignments (2025 slate): Audit Committee member (members: Palazzo—Chair; Allan; Osgood; Schall). All Audit members are independent and financially literate; Audit Committee financial expert designation applies to Palazzo, Osgood, and Schall (not Allan) .
• 2024 meetings: Board held 6 meetings; Audit Committee held 8; all trustees attended at least 75% of Board and applicable committee meetings .
• Independence and leadership: Board leadership includes a lead independent trustee; Allan is among eight independent nominees; Board holds executive sessions of independents at least quarterly .
• Election results (May 12, 2025): Allan received 58,993,006 “For”, 6,331,012 “Against”, 114,827 abstentions; broker non-votes 4,516,322 .
• Board skills matrix: Allan’s skills include self storage sector, real estate investment/management, business strategy/operations, compliance/regulatory, enterprise risk management, financial, and M&A/capital markets .

Fixed Compensation

• Independent trustee program (2024): $60,000 base cash; $100,000 equity; Audit Committee member fee $10,000. Trustees may elect 50–100% of annual cash compensation in equity (LTIP units). Program increased for 2025 to $70,000 base cash, $120,000 equity, and Audit Committee member fee $12,500 .
• Allan’s 2024 compensation (prorated from Aug 15, 2024): $26,250 cash; $100,000 stock awards; total $126,250 .
• Equity elections and grant detail: Allan elected to take 50% of his 2024 annual cash compensation in LTIP units; 1,580 LTIP units granted on Aug 15, 2024 (closing price $42.74), scheduled to vest on the earlier of May 16, 2025 or the day immediately preceding the 2025 Annual Meeting, subject to continued service .
• One-time new trustee equity award: $50,000 in LTIP units (1,170 units) granted Aug 15, 2024, scheduled to vest Aug 15, 2026, subject to continued service .

Performance Compensation

• No performance-based compensation disclosed for directors; equity awards to independent trustees are time-based LTIP units with service-based vesting. Trustees can elect to take cash in equity; no director options are outstanding .

Other Directorships & Interlocks

• PRO internalization transactions involving Allan: On July 1, 2024, NSA purchased assets/IP/brand and tenant insurance rights from Optivest and affiliates, Mr. Allan, and Mr. Van Mourick for $8.2M cash and 548,944 OP units ($22.1M). Allan (and his controlled entity) received 209,333 OP units ($8.4M) and ~$2.9M cash; related facilities portfolio, asset management, and sales commission agreements were terminated, with transitionary new agreements at renegotiated fees .
• 2024 fees to Optivest: $3.3M supervisory/administrative fees and $4.9M expense reimbursements; Allan’s interest approximately $1.2M fees and $1.7M reimbursements (pre-termination/transition) .

Expertise & Qualifications

• Extensive real estate, self storage, and financial experience; co-founded and led a former PRO; operations leadership in regional self storage; governance experience through PRO Advisory Committee .
• Audit Committee membership with financial literacy; not designated as “audit committee financial expert” .

Equity Ownership

• Beneficial ownership: 1,294,068 Common Shares beneficially owned (includes 1,292,488 OP units; 1,580 LTIP units scheduled to vest before or by May 16, 2025); represents 1.7% of outstanding Common Shares as of March 14, 2025 .
• Unvested LTIP units outstanding at 12/31/2024: 2,750 units .
• Pledging: Allan (or entities he controls) has pledged 80,000 OP units as collateral for loans; NSA policy limits pledging and prohibits hedging for trustees and Section 16 officers .
• Ownership guidelines: NSA states each officer and independent trustee complies with minimum equity ownership guidelines as of March 14, 2025 .

Governance Assessment

• Independence and committee role: Allan is formally independent and serves on the Audit Committee, supporting Board oversight of financial reporting and risk. He is financially literate, though not designated as an audit financial expert .
• Attendance and engagement: Board and Audit met actively in 2024; all trustees met minimum attendance thresholds, indicating baseline engagement .
• Compensation alignment: Allan’s compensation is primarily fixed retainers with time-based equity; he elected to take 50% of cash in equity, enhancing alignment. No director options or performance metrics apply; the program increased modestly for 2025, maintaining market competitiveness .
• Ownership and alignment: Material OP unit holdings and compliance with ownership guidelines indicate meaningful skin‑in‑the‑game. However, pledging of 80,000 OP units introduces incremental financial risk under stress scenarios; NSA’s policy limits pledging but permits limited amounts with Board oversight—a mitigant but still a notable risk indicator .
• Related-party exposure and conflicts: The July 2024 PRO internalization created significant transactions involving Allan and Optivest, including ~$8.4M in OP units and ~$2.9M cash to Allan/affiliates and substantial 2024 fee and reimbursement flows to Optivest before termination. NSA terminated prior management agreements and used transition agreements at renegotiated fees. The Board nonetheless determined Allan is independent after reviewing these relationships. This history warrants continued investor scrutiny of committee oversight and disclosure around residual arrangements, if any, and monitoring of Allan’s influence on Audit Committee matters touching prior PRO operations .
• Shareholder voting signal: Allan’s 2025 election “Against” votes (6.33M) were meaningfully higher than many peers (e.g., Osgood 0.69M; Wu 0.24M), though he was elected by majority vote. This suggests investor sensitivity to independence/conflict considerations amid the internalization context .

RED FLAGS

• Related-party transactions: Material consideration to Allan/affiliates in PRO internalization; ongoing 2024 fees/reimbursements to Optivest prior to termination .
• Pledging of securities: 80,000 OP units pledged by Allan or controlled entities, within policy limits but increases leverage risk .
• Lower relative election support: Elevated “Against” votes versus several nominees may reflect investor concerns on independence/conflicts .

Say-on-Pay and Shareholder Feedback (Context)

• 2025 Say-on-Pay results: 60,933,299 For; 4,334,674 Against; 170,872 Abstain; broker non-votes 4,516,322 .
• Board outreach: Approximately 109 engagement meetings with ~123 investors in 2024 on governance, strategy, and risk topics .

Notes on Clawbacks, Hedging/Pledging, and Guidelines (Context)

• Clawback policy for erroneously awarded executive incentive compensation; prohibition on hedging; limitations on pledging with remediation requirements if exceeded; minimum equity ownership guidelines—trustees compliant as of March 14, 2025 .

Appendix: Committee Meetings and Composition (2024–2025)