Sovran Self Storage, Inc.
Compensation Committee Charter

 


I. Purpose

The primary purpose of the compensation committee (the “Committee”) of the Board of Directors (the “Board”) or Sovran Self Storage, Inc. (“Sovran”) at is to assist the Board in discharging its responsibilities in respect of compensation of Sovran’s executive officers and to make recommendations to the Board with respect to incentive compensation plans and equity-based plans.


II. Organization

The Committee shall consist of two or more directors, each of whom shall satisfy the applicable independence requirements of The New York Stock Exchange and any other regulatory requirements.

Committee members shall be elected to the Board at the first meeting of the Board following the Annual Shareholders Meeting and members shall serve until their successors have been duly elected. The Committee’s chairperson shall be designated by the full Board or, if it does not do so, the Committee members shall elect a chairperson by vote of a majority of the full Committee.


III. Committee Meetings

The chairperson of the Committee will preside at each meeting of the Committee and, in consultation with the other members of the Committee, shall determine the schedule of meetings and the meeting agenda. The procedures applicable to Board meetings shall apply to Committee meetings.



IV. Goals and Responsibilities

The Committee shall have the power and authority of the Board to perform the following duties and to fulfill the following responsibilities:

a.

develop guidelines and review the compensation and performance of the executive officers of Sovran, review and approve corporate goals relevant to the compensation of the executive officers, evaluate the executive officers’ performance in light of these goals and objectives, set the executive officers’ compensation based on this evaluation, and produce an annual report on executive compensation for inclusion in Sovran’s proxy statement;

b.

make recommendations to the Board with respect to incentive-compensation plans and equity-based plans, and establish criteria for the granting of options to Sovran’s executive officers and other employees and review and approve the granting of options in accordance with such criteria;

c.

develop plans for senior managerial succession of Sovran;

d.

review director compensation levels and programs, and recommend changes in such levels and programs to the full Board;

e.

periodically review and reassess the adequacy of this charter and recommend any proposed changes to the Board; and

f.

perform any other activities consistent with this charter, Sovran’s By-laws and governing law as the Committee or the Board deem appropriate.

V.

Self-Evaluation - The Committee shall conduct an annual performance evaluation of itself.

VI.

Retention of Advisors - The Committee shall have the authority to obtain advice and seek assistance from internal and external advisors including compensation consultants.