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*	excluding Extra Space Storage

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•	is committed to enhancing long-term stockholder value and possesses a high level of personal and professional ethics;

•	has sound business judgment and integrity;

•	has financial literacy or other business or professional experience relevant to understanding our business;

•	has the ability to think and act independently; and

•	has demonstrated the capacity to work constructively with others.

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•	promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

•	promote avoidance of conflicts of interest, including disclosure to an appropriate person or committee of any material transaction or relationship that reasonably could be expected to give rise to such a conflict;

•	promote full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications made by the Company;

•	promote compliance with applicable governmental laws, rules and regulations;

•	promote the prompt internal reporting to an appropriate person or committee of violations of the Code;

•	promote accountability for adherence to the Code;

•	provide guidance to employees, officers and directors to help them recognize and deal with ethical issues; and

•	provide mechanisms to report unethical conduct and help foster our longstanding culture of honesty and accountability.

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•	Improving energy efficiency through lighting retrofits. Since we started this initiative, retrofits have been completed at 351 stores;

•	Installing solar panels. Since we started this initiative, we have installed solar panels at 221 stores;

•	Decreasing heating and air-conditioning expenses by controlling temperatures and updating to energy efficient systems;

•	Reducing water consumption with efficient plumbing devices and irrigations systems; and

•	Using recycled materials in the products we sell in our stores.

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•	monitors preparation of quarterly and annual financial reports by the Company’s management;

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•	supervises the relationship between the Company and its external auditors, including: having direct responsibility for their appointment, compensation and retention; reviewing the scope of their audit services; approving audit and non-audit services; and confirming the independence of the external auditors;

•	oversees management’s implementation and maintenance of effective systems of internal and disclosure controls, including review of the Company’s policies relating to legal and regulatory compliance, ethics and conflicts of interests and review of the Company’s internal auditing program; and

•	reviews, approves and/or ratifies related-party transactions for which such approval is required under applicable law, including SEC and NYSE rules.

•	set corporate governance principles;

•	adopt a code of ethics;

•	monitor the Company’s compliance with corporate governance requirements of federal and state law and the rules and regulations of the NYSE;

•	review and determine the desirable balance and diversity of experience, qualifications and expertise among members of the board of directors;

•	review possible candidates for membership on the board of directors (including recommendations proposed by stockholders) and recommend a slate of nominees for election as directors at the Company’s annual meeting of stockholders;

•	review the function and composition of the committees of the board of directors and recommend membership on such committees;

•	oversee the board of directors’ evaluation of itself and its committees;

•	examine periodically the philosophy and structure of the Company’s compensation programs; and

•	oversee and act on behalf of the board of directors with respect to the benefit and compensation plans of the Company.

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•	establish the Company’s total compensation philosophy, and ensure that the compensation programs of the Company reflect that philosophy;

•	evaluate the CEO's performance in light of clearly established goals and objectives and establish the compensation of the CEO;

•	review and approve the CEO’s compensation recommendations with respect to other executives;

•	monitor awards under the Company’s equity compensation plans; and

•	report to the board of directors in its meetings and executive sessions.

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(1)

Each non-employee director received 1,318 shares of vested common stock on May 18, 2017. Dollar amounts represent grant date fair value of such grants as determined in accordance with Accounting Standards Codification 718, “Stock Compensation” (“ASC 718”) using the assumptions to value such awards reported in the notes to the Company’s financial statements in its Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on March 1, 2018. None of our non-employee directors held any unvested stock awards or stock options as of December 31, 2017.

(2)	Mr. Haas served on the board of directors through May 18, 2017. The cash fees paid are a pro-rated amount for his service from January 1, 2017 through May 18, 2017.

(3)	Mr. Skousen is not standing for re-election at the 2018 Annual Meeting.

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•	Pay for performance;

•	Market-based approach for evaluating and reviewing executive pay;

•	Caps on annual and long-term incentives;

•	No employment agreements for executive officers;

•	Claw-back policy on compensation;

•	Stock ownership requirements for executives; and

•	50% of long-term incentive awards include performance based units subject to three-year performance periods to ensure long-term performance is assessed.

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•	base salary;

•	annual incentive bonus;

•	long-term incentives through restricted stock and performance based unit awards; and

•	other benefits.

•	the executive’s qualifications, experience and past performance;

•	the nature and responsibility for the position;

•	the salaries paid to the position within the comparator peer group; and

•	the relative position of base salaries among executives.

•	Mr. Margolis became CEO on January 1, 2017 and received a salary increase from $500,000 to $750,000; and

•	no salary increase was given to the other NEOs for 2017.

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•	maximize core property performance by increasing Core FFO, same store revenue, net operating income, tenant insurance penetration and controlling expense growth;

•	succession plan in place for all key professionals;

•	maintain an efficient and agile financial and balance sheet strategy; and

•	grow the portfolio through acquisitions and additional third-party management business.

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•	Medical Insurance. The Company makes available to each NEO and their spouses and children such health, dental and vision insurance coverage as the Company may from time to time make available to its other corporate employees. A portion of the insurance coverage is paid by the Company.

•	Life Insurance. The Company provides each named executive officer such life insurance as the Company may from time to time make available to its other corporate employees.

•	Retirement Benefits. Our executive officers are eligible to participate in our 401(k) defined contribution plan on the same basis as other eligible employees. The Company currently matches 100% of the first three percent of an employee’s compensation contributed by each employee, and 50% of the next two percent of an employee’s compensation contributed.

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(1)	Bonus relates to the successful completion of the acquisition of SmartStop Self Storage, Inc. on October 1, 2015.

(2)	Represents amounts earned related to the Company’s annual incentive bonus program.

(3)

Dollar amounts represent the grant date fair value of the stock, PSU and option awards granted during the year computed in accordance with ASC 718, using the assumptions to value such awards reported in the notes to the Company’s financial statements in its Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC. For Mr. Margolis, it includes the grant date fair value of the stock award granted to him during 2015 for his service as a non-employee director prior to joining the Company as an employee in July 2015.

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(4)	All other compensation includes:

(5)	Mr. Margolis was appointed as CIO effective July 7, 2015 and as CEO effective January 1, 2017. Mr. Margolis served as a director of the Company from February 2005 to July 2015. The amount reflected in the “Salary” column for 2015 includes $40,000 paid to Mr. Margolis for his service as a non-employee director prior to joining the Company as an employee in July 2015.

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(1)	Amounts relate to the annual incentive bonus as described in the “Annual Incentive Bonus” section above.

(2)

Represents performance-based units granted during 2017 related to the 2017 total compensation package for the named executive officers. The performance objectives applicable to these awards relate to two financial performance components, each weighted 50%, that are measured at the end of a three-year performance period ending December 31, 2019. At the end of the performance period and to the extent performance goals are achieved, the performance-based units awards will then be converted into common shares and paid out after the end of the performance period. In addition, the award recipient will receive a cash payment equivalent to the dividends that would have been paid on such stock during the performance period on the vesting date. The first financial component of the performance-based units measures our total stockholder return (measured by reference to the change in our share price plus dividends) as compared to the total stockholder return of a peer group consisting of all REITs tracked within the MSCI US REIT Index. If the Company achieves a total stockholder return at the 50th percentile of its peer group, then the performance-based units will be paid out at 100% of the target units related to the total stockholder return metric. The second financial component of the performance-based units measures the Company’s average annual growth in Core FFO, per share. The CNG Committee has set a three-year Core FFO target which, if achieved, will result in a payout of 100% of the target units related to the FFO metric. With respect to both measurements, the NEOs have the ability to be paid out at a range of 0% to 200% of the target units depending on the Company’s performance with respect to both metrics. The awards are eligible for accelerated vesting under certain circumstances as described below under “Executive Compensation Tables -- Severance and Change in Control Arrangements with Executive Officers.”

(3)

Grants of restricted stock awards under the 2015 Incentive Award Plan related to the 2017 total compensation package for the named executive officers. The shares have dividend and voting rights and vest ratably over four years following the grant date. The awards are eligible for accelerated vesting under certain circumstances as described below under “Executive Compensation Tables -- Severance and Change in Control Arrangements with Executive Officers.”

(4)	Dollar amounts represent the grant date fair value of the stock awards granted during the year computed in accordance with ASC 718, using the assumptions to value such awards reported in the notes to the Company’s financial statements in its Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC.

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(1)	Stock options vest ratably over four years from the date of grant, which is 10 years prior to the expiration date. The awards are eligible for accelerated vesting under certain circumstances as described below under “Executive Compensation Tables -- Severance and Change in Control Arrangements with Executive Officers.”

(2)	Represents restricted stock awards granted to the named executive officers. The awards are eligible for accelerated vesting under certain circumstances as described below under “Executive Compensation Tables -- Severance and Change in Control Arrangements with Executive Officers.”

(3)	Market value at year-end is based on the closing trading price of our stock on December 29, 2017, which was $87.45.

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(4)

Represents the performance-based units granted to the NEOs in 2017 that vest after a three-year performance period ending December 31, 2019. The performance-based units are included in the table above at target levels. These awards have two financial performance components, each weighted 50%, that are measured at the end of a three-year period. At the end of the performance period and to the extent performance goals are achieved, the performance-based units awards will then be converted into common shares and paid out after the end of the performance period. In addition, the award recipient will receive a cash payment equivalent to the dividends that would have been paid on such stock during the performance period on the vesting date.

•	two years of annual base salary plus two times the greater of the prior year’s bonus or average of the three previous annual bonuses, payable in a lump sum;

•	annual salary and other benefits earned and accrued prior to the termination of employment;

•	lump sum payment equal to the cost of continuing health benefits for two years;

•	outplacement services for six months; and

•	full vesting of equity incentive compensation and any non-qualified pension or deferred compensation benefits.

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(1)	Represents the value of the acceleration of the unvested options and restricted stock awards using the closing stock price of $87.45 on December 31, 2017.

(2)

Represents the value of the acceleration of the unvested PSUs assuming payout at target using the closing stock price of $87.45 on December 31, 2017 which number was prorated for purposes of the column related to a termination by reason of death or disability to give effect to the portion of the three year performance period that had elapsed prior to the assumed date of termination (one-third in the case of the performance-based units granted in 2017).

(3)	Represents the amount of accrued vacation at December 31, 2017 and the value of health benefits to be paid on behalf of the executive for the two years after termination, however, does not include the amount of any tax gross-up on such amounts as described in the plan. Excludes the value of outplacement benefits, which cannot be quantified at this time.

(4)	Options and RSA fully vest upon death. Vesting due to disability is determined on a case by case basis by the CNG Committee.

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(1)	Represents shares issuable pursuant to and weighted-average exercise price of outstanding options under our 2015 Incentive Award Plan and 2004 Long-Term Incentive Compensation Plan (“2004 Plan”).

(2)	Represents shares issuable pursuant to future awards under our 2015 Incentive Award Plan. Shares available may increase by previously issued options or awards under the 2004 Plan that are cancelled and/or forfeited.

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•	each of our directors and nominees for director;

•	each named executive officer noted above; and

•	our directors and executive officers as a group.

*	Less than 1.0%

(1)

Amounts include 7,444 restricted shares of our common stock that are subject to restrictions on transfers and forfeiture provisions. The forfeiture and transfer restrictions lapse over a four-year period beginning on the date of grant. Amounts shown in the table include options to acquire 11,531 shares of common stock that can be exercised within 60 days of March 26, 2018. Amounts also include 800,000 shares that were pledged as collateral on one loan and other transactions. As of March 26, 2018, approximately $20 million was outstanding on the loan.

(2)	Amounts include 62,706 restricted shares of our common stock that are subject to restrictions on transfers and forfeiture provisions. The forfeiture and transfer restrictions lapse over a four-year period beginning on the date of grant. Amounts shown in table also include the options to acquire 28,000 shares of common stock that can be exercised within 60 days of March 26, 2018.

(3)	Includes 100,000 shares of common stock which are held by Roger Blaine Porter 2012 Trust, an entity in which Mr. Porter has shared voting and investment power and beneficial ownership.

(4)

Includes 1,852,276 shares of common stock which are held by Krispen Family Holdings, L.C., an entity in which Mr. Kirk has shared voting and investment power. Mr. Kirk has no pecuniary interest in 50.5% of such shares and disclaims beneficial ownership. Includes 123,215 shares of common stock which are held by The Kirk 101 Trust. Mr. Kirk has no pecuniary interest in any of these shares and disclaims beneficial ownership. Amounts include 12,291 restricted shares of our common stock that are subject to restrictions on transfers and forfeiture provisions. The forfeiture and transfer restrictions lapse over a four-year period beginning on the date of grant. Amounts shown in the table include options to acquire 223,575 shares of common stock that can be exercised within 60 days of March 26, 2018.

(5)	Amounts include 14,410 restricted shares of our common stock that are subject to restrictions on transfers and forfeiture provisions. The forfeiture and transfer restrictions lapse over a four-year period beginning on the date of grant. Amounts shown in the table also include the options to acquire 83,028 shares of common stock that can be exercised within 60 days of March 26, 2018.

(6)	Amounts include 8,036 restricted shares of our common stock that are subject to restrictions on transfers and forfeiture provisions. The forfeiture and transfer restrictions lapse over a four-year period beginning on the date of grant. Amounts shown in the table also include options to acquire 14,551 shares of common stock that can be exercised within 60 days of March 26, 2018.

(7)	Amounts include 7,407 restricted shares of our common stock that are subject to restrictions on transfers and forfeiture provisions. The forfeiture and transfer restrictions lapse over a four-year period beginning on the date of grant. Amounts shown in the table also include options to acquire 5,188 shares of common stock that can be exercised within 60 days of March 26, 2018.

(8)	Amounts include 7,600 restricted shares of our common stock that are subject to restrictions on transfers and forfeiture provisions. The forfeiture and transfer restrictions lapse over a four-year period beginning on the date of grant. Amounts shown in the table also include options to acquire 28,812 shares of common stock that can be exercised within 60 days of March 26, 2018.

(9)	For each person included in the table, percent of class is calculated by dividing the number of shares of our common stock beneficially owned by that person by the sum of (a) 126,068,982 shares of our common stock outstanding as of March 26, 2018 plus (b) the number of options to acquire common stock beneficially owned by such person that can be exercised within 60 days of March 26, 2018.

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(1)	Audit fees consist of services rendered for the audit of our annual financial statements and other financial disclosures, audit of our internal control over financial reporting, review of the consolidated financial statements included in our Form 10-Q filings, consents issued related to registration statements and issuance of comfort letters.

Item 3.	Advisory Vote to Approve the Compensation of the Named Executive Officers

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•	the nature of the related person’s interest in the transaction;

•	the material terms of the transaction, including, without limitation, the amount and type of transaction;

•	the importance of the transaction to the related person;

•	the importance of the transaction to the Company;

•	whether the transaction would impair the judgment of a director or executive officer to act in the best interest of the Company; and

•	any other matters deemed appropriate.

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•	giving written notice of revocation to our Corporate Secretary at our address prior to the annual meeting;

•	authorizing a proxy again on a later date on the Internet (only the latest Internet proxy submitted prior to the annual meeting will be counted);

•	signing and forwarding to us a later-dated proxy; or

•	attending the annual meeting and voting their shares of common stock in person.

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(1)	Based on a total of 126,068,982 shares of our common stock outstanding as of March 26, 2018.

(2)

Based on information disclosed in The Vanguard Group, Inc.’s Schedule 13G/A, filed with the SEC on February 9, 2018, and Vanguard Specialized Funds - Vanguard REIT Index Fund’s Schedule 13G/A, filed with the SEC on February 2, 2018. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 139,399 shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 404,465 shares as a result of its serving as investment manager of Australian investment offerings. Also includes 8,483,341 shares beneficially owned by Vanguard Specialized Funds — Vanguard REIT Index Fund, which has sole voting power over these shares. The address for The Vanguard Group Inc. is 100 Vanguard Blvd., Malvern, PA 19355.

(3)

Based on information disclosed in BlackRock, Inc.'s Schedule 13G/A filed with the SEC on January 23, 2018. Includes shares beneficially owned by the following subsidiaries of BlackRock, Inc.: BlackRock Life Limited, BlackRock International Limited, BlackRock Advisors, LLC, BlackRock Capital Management, Inc., BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock Asset Management North Asia Limited, BlackRock (Singapore) Limited, and BlackRock Fund Managers Ltd. The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(4)

Based on information disclosed in Cohen & Steers, Inc.'s Schedule 13G/A filed with the SEC on February 14, 2018. Cohen & Steers, Inc. holds a 100% interest in Cohen & Steers Capital Management, Inc., a registered investment advisor. Includes shares beneficially owned by Cohen & Steers UK Limited. Cohen & Steers Capital Management, Inc. beneficially owns 10,696,856 shares. The address for Cohen & Steers, Inc. is 280 Park Avenue, 10th Floor, New York, NY 10017.

(5)

Based on information disclosed in FMR LLC Schedule 13G/A filed with the SEC on February 13, 2018. FMR LLC holds a 100% interest in Fidelity Management & Research Company, a registered investment advisor. Includes shares beneficially owned by FIAM LLC, Fidelity Institutional Asset Management Trust Company, Fidelity Management & Research Company, FMR Co., Inc., and Strategic Advisers, Inc. The address for FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.

(6)

Based on information disclosed in State Street Corporation's Schedule 13G filed with the SEC on February 14, 2018. Includes shares beneficially owned by the following subsidiaries of State Street Corporation: State Street Bank and Trust Company, SSGA Funds Management, Inc., State Street Global Advisor Trust Company, State Street Global Advisors (Japan) Co., LTD, State Street Global Advisors Asia LTD, State Street Global Advisors France S.A.S, State Street Global Advisors Ireland Limited, State Street Global Advisors Singapore LTD, State Street Global Advisors Limited, State Street Global Advisors GmbH, and State Street Global Advisors, Australia. The address for State Street Corporation. is One Lincoln Street Boston, MA 02111.

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(1)

Adjustment to account for the difference between the number of shares used to calculate earnings per share and the number of shares used to calculate FFO per share. Earnings per share is calculated using the two-class method, which uses a lower number of shares than the calculation for FFO per share and Core FFO per share, which are calculated assuming full redemption of all OP units as described in note (2).

(2)

Extra Space Storage LP (the “Operating Partnership”) has outstanding preferred and common operating partnership units (“OP units”). These OP units can be redeemed for cash or, at the Company’s election, shares of the Company’s common stock. Redemption of all OP units for common stock has been assumed for purposes of calculating the weighted average number of shares—diluted as presented above. The computation of weighted average number of shares—diluted for FFO per share and Core FFO per share also includes the effect of share-based compensation plans and shares related to the exchangeable senior notes using the treasury stock method.

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