NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

March 18, 2022

To our shareholders:

On behalf of the Board of Trustees, I invite you to attend the 2022 Annual Meeting of Shareholders (Annual Meeting) of Public Storage at 8 a.m. Central Time on Thursday, April 28, 2022, at the Rosewood Mansion on Turtle Creek, 2821 Turtle Creek Boulevard, Dallas Texas, 75219.

Items of Business

 

1.

To elect fourteen Trustees to our Board of Trustees;

 

2.

To vote on an advisory resolution to approve the compensation of our named executive officers;

 

3.

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;

 

4.

To approve an amendment to our Declaration of Trust to eliminate supermajority voting requirements to amend our Declaration of Trust; and

 

5.

To transact such other business as may properly come before the Annual Meeting and any postponements or adjournments thereof.

Record Date

Close of business on February 28, 2022.

Proxy Materials

The Notice of Meeting, Proxy Statement, and Annual Report on Form 10-K are available free of charge at http://materials.proxyvote.com/74460D.

Sincerely,

 

 

Nathaniel A. Vitan

Senior Vice President,

Chief Legal Officer and Corporate Secretary

Important Notice Regarding Availability of Proxy Materials for the Shareholder Meeting to be Held on April 28, 2022: This Proxy Statement and our 2021 Annual Report on Form 10-K are available at the Investor Relations section of our website, publicstorage.com.

Table of Contents

 

		Page
PROXY STATEMENT SUMMARY			1
2021 HIGHLIGHTS			2
2021 Business Highlights			2
2021 Compensation Highlights			3
Sustainability Framework			3
PROPOSAL 1: ELECTION OF TRUSTEES			12
Executive Summary			13
Board Composition Highlights			14
Board Evaluations and Nominations			15
Board Qualifications			15
Board Refreshment and Succession Strategy			15
Board Focus on Diversity			16
Nominee Qualifications			17
Trustee Nominees Skills Summary			18
Trustee Nominees Biographies			19
Vote Required and Recommendation			26
Corporate Governance			27
Board Engagement and Oversight			27
Governance Structure			27
Board Leadership Structure			27
Board Committees			28
Proxy Access			30
Board’s Role in Risk Oversight			30
Cybersecurity			32
Political and Charitable Contributions			33
Board Orientation and Education			33
Trustee Independence			33
Communications with the Board			34
Trustee Attendance			34
Compensation of Trustees			35
Trustee and Executive Officer Stock Ownership Guidelines			36
2021 Trustee Compensation			37
PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			39
Executive Summary			40
Vote Required and Recommendation			40
Our Named Executive Officers			41
Compensation Discussion and Analysis (CD&A)			42
Overview of Compensation Philosophy and Practices			42
Our 2021 NEO Compensation Program			51
2021 At-Risk Compensation Our NEOs			52

 

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Table of Contents

 

		Page
Cash Compensation			53
Performance-Based Equity Compensation			55
2021 Incentive Compensation Awards			57
Further Analysis on Changes in 2020 and 2021 NEO Total Compensation			59
2022 Compensation Outlook and Enhancements			60
Tax Deductibility of Executive Compensation—Section 162(m)			62
Compensation Committee Report			64
Executive Compensation Tables			65
Potential Payments Upon Termination or Change in Control			69
Share Ownership of Trustees and Management			71
Additional Information about Trustees, Executive Officers, and Management			73
PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			76
Executive Summary			77
Audit Committee Report			78
Vote Required and Recommendation			79
PROPOSAL 4: APPROVAL OF AMENDMENT TO OUR DECLARATION OF TRUST TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS TO AMEND OUR DECLARATION OF TRUST			80
Summary of Proposal			81
Text of Amendment			81
Vote Required and Recommendation			82
GENERAL INFORMATION ABOUT THE MEETING			83
Purpose of Proxy Solicitation			83
Important Notice Regarding Delivery of Security Holder Documents			83
Availability of Proxy Statement and Annual Report			83
Date, Time and Place of the Annual Meeting			83
Who Can Vote			83
Quorum for the Annual Meeting			84
How Votes are Counted			84
Trustee Nominees Who Do Not Receive a Majority of the Votes Cast			84
How Proxies will be Voted			84
How to Cast a Vote			85
How to Vote as a Participant in the Company’s 401(K) Plan			85
Changing Your Vote			85
Cost of this Proxy Solicitation			86
Contacting Our Transfer Agent			86
Consideration of Candidates for Trustee			86
Deadlines for Receipt of Shareholder Proposals			87
Householding			88
Your Vote is Important			88
APPENDIX A – NON-GAAP MEASURES			89
Core FFO per Share			90

 

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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 March 18, 2022.

ANNUAL MEETING OF SHAREHOLDERS

 

Meeting Logistics
Meeting Date:		Thursday, April 28, 2022
Time:		8 a.m. Central Time
Place:		The Rosewood Mansion on Turtle Creek 2821 Turtle Creek Boulevard Dallas, Texas, 75219
Record Date:		February 28, 2022
Voting:		Public Storage shareholders as of the record date are entitled to vote on the matters presented at the meeting. Each share of common stock, par value $0.10 per share (Common Stock), of the Company is entitled to one vote for each trustee nominee and one vote on each of the other matters presented.

VOTING MATTERS

 

Proposal Number		Item		Board Recommendation		Vote Required		Page Reference
1		Election of Trustees		FOR each nominee		Majority of votes cast		12
2		Advisory Vote to Approve Compensation of Named Executive Officers (NEOs)		FOR		Non-binding vote		39
3		Ratify Appointment of Ernst & Young LLP (EY) as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2022		FOR		Majority of votes cast		76
4		Approval of an Amendment to our Declaration of Trust to Eliminate Supermajority Voting Requirements to Amend our Declaration of Trust		FOR		Majority of outstanding shares		80

 

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2021 Highlights

 

2021 HIGHLIGHTS

2021 BUSINESS HIGHLIGHTS

Under the direction of our President and Chief Executive Officer (CEO) Joseph D. Russell, Jr., and the senior management team, the Company achieved record performance in 2021 and successfully executed against the organic and external growth strategy detailed at our 2021 Investor Day (available on the Investor Relations section of our website at publicstorage.com). During 2021, we focused on taking care of our employees, enhancing the storage experience of our customers, continuing to transform our operating model, accelerating external growth, and using our growth-oriented balance sheet.

Record Financial Results, Unprecedented Growth, and Superior Operating Performance

 

Record Revenues		$3.4billion				Record Net Operating Income(1)		$2.5billion
Portfolio addition through acquisitions, development, and redevelopment		23million sq ft				Est. market value of properties added (at stabilization)		$6.2billion
Increase in portfolio square footage		13%				Record Core FFO per Share Growth		22%
Gross Operating Margin		Highest   among self-storage REITs				Revenue per Available Square Foot		Highest   among self-storage REITs

 

(1)

Net operating income (NOI) is a non-GAAP measure. Refer to pages 26, 42, and F-29 of our 2021 Annual Report on Form 10-K filed on February 22, 2022, for information regarding NOI, including a reconciliation to GAAP net income. Refer to Appendix A for information regarding Core FFO per share, including a reconciliation to GAAP diluted earnings per share.

 

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2021 Highlights

 

2021 COMPENSATION HIGHLIGHTS

In the midst of ongoing challenges posed by the COVID-19 pandemic, the Company redoubled its focus on improving customer and employee experiences while delivering record performance for shareholders and record growth of our portfolio, further positioning the Company to create long-term growth and increased shareholder value. The Company believes that 2021 executive compensation was aligned with the Company’s strong performance.

The following is a summary of the Compensation Committee’s decisions with respect to the key components of the 2021 compensation program for our NEOs:

 

•

Base Salaries. The Compensation Committee did not change base salaries for 2021, except for Mr. Russell and Mr. Vitan, whose base salaries increased to better align with peer practices, based in part on a market analysis prepared by the Compensation Committee’s independent compensation consultant.

 

•

2021 Annual Cash Incentives. The 2021 annual cash incentive program was based on achievement of NOI targets and strategic goals, both as set by the Compensation Committee at the start of the year. Based on the Company exceeding the maximum performance level for NOI growth and achieving all strategic goals, the Compensation Committee awarded our NEOs their 2021 annual cash incentive at 115% of target.

 

•

2021 Performance-Based RSUs. The 2021 performance-based restricted stock unit (RSU) award program was based on achievement of Core Funds From Operations (Core FFO) growth targets set by the Compensation Committee at the start of the year. Based on the Company exceeding the maximum performance level for Core FFO growth in 2021, the Compensation Committee granted RSUs at 125% of target to the NEOs for the 2021 performance-based RSU award program.

 

•

Multi-year Performance-Based Options. In early 2021, the Compensation Committee also approved the 2021 multi-year performance-based option program, which was again based on growth in Net Asset Value (NAV) per share and growth in Total Shareholder Value (TSV) over a three-year performance period, and introduced a new relative Total Shareholder Return (TSR) modifier. The performance period for these awards ends on December 31, 2023.

The Compensation Committee believes that the foregoing 2021 compensation decisions strike the appropriate balance—consistent with our compensation philosophy—between rewarding management for their performance, incentivizing our leaders to continue creating long-term value, and attracting and retaining strong executives in a competitive labor market. The 2021 program also reflected changes made in response to shareholder feedback, including the introduction of the relative TSR modifier to the performance-based option program. Moreover, the Compensation Committee continued to enhance the Company’s compensation programs with the 2022 incentive performance compensation plan, as described in more detail on page 60.

SUSTAINABILITY FRAMEWORK

Overview and Alignment with Company Strategy

We recognize our responsibility to operate in a responsible and sustainable manner that aligns with the Company’s long-term strategy and promotes the best interests of our Company and its stakeholders. For nearly 50 years, the Company’s corporate strategy has centered on one core philosophy: generate growth and create value by operating our properties and the Company for the long term. Through this strategy, we have achieved:

 

•

a geographically diversified property portfolio with low environmental impact;

 

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2021 Highlights

 

•

a high-integrity corporate culture, growth-oriented balance sheet, and unparalleled brand and operating platform that produce strong free cash flow with sustained growth; and

 

•

significant growth and value creation for our stakeholders, while managing risk.

The Company issues an annual Sustainability Report, which is available on our website at publicstorage.com, to provide transparent communication around our efforts. We are pleased to share our sustainability strategies, progress, and commitments, and we will continue to keep sustainable growth and value creation at the forefront of our strategy and communicate our efforts to mitigate environmental, social, economic, political, data security, reputational, and other risks.

Our Strategic Focus on Sustainable Long-Term Growth and Value Creation

We operate our business for the long haul, and our strategy focuses on the Company’s resilience and performance in the decades to come. The COVID-19 pandemic highlighted the benefits of our long-term strategic focus and sustainable operating model, which were key to the successes the Company achieved in 2020 and 2021 and set us apart from other companies within and outside the real estate industry.

The following framework underpins our sustainable long-term strategy:

 

ENVIRONMENTAL		SOCIAL		GOVERNANCE
OPERATIONS
•  Low environmental impact at property and corporate levels   •  Initiatives with a range of sustainability and economic benefits (e.g, LED lighting)   •  Low property obsolescence and high resilience		•  Focus on stakeholders including employees, customers, communities, and investors   •  Corporate culture built on integrity, diversity and inclusion, accountability, entrepreneurship, and employee development   •  Cultural alignment with corporate strategy		•  Comprehensive Enterprise Risk Management (ERM) framework   •  Robust risk management practices including oversight, succession planning, legal, and regulatory compliance   •  Pay-for-performance philosophy
CAPITAL ALLOCATION
•  Low capital expenditures needed to maintain properties   •  Efficient-system initiatives to reduce energy and water use, carbon emission, and waste production   •  Redevelopment and adaptive reuse of older, less-efficient properties		•  Address underserved consumer storage needs   •  Help mitigate high costs of housing   •  Serve essential-business customers, including health professionals, charities, and tradespeople		•  Risk reduction via portfolio geographic diversity, cloud-based operating systems, cyber security, and data privacy initiatives   •  Resource allocation towards sustainability strategy and communication efforts
BALANCE SHEET
Low leverage, high permanent capital balance sheet that supports adaptation to the evolving risk environment, provides stability for our employees and customers, and enables execution of Public Storage’s long-term corporate strategy

 

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2021 Highlights

 

Board Oversight and Company Leadership

Our Environmental, Social, and Governance Steering Committee (ESG Committee), comprising our CEO and other senior executives, directs, supports, and reports on the Company’s ongoing commitment to environmental, health and safety, social responsibility, governance, and other related matters. The ESG Committee Charter is available on our website at publicstorage.com.

In 2021, the Board of Trustees (Board) confirmed its commitment to effective oversight of the Company’s environmental, social, and governance (ESG) risks and opportunities and to ensuring the Company’s progress across our sustainability initiatives by clarifying the allocation of oversight responsibilities among its standing committees:

 

 

Leading the Self-Storage Sector in Environmental Stewardship

Public Storage considers potential environmental impacts—both positive and negative—in our decision-making across the business. The following initiatives reflect the Company’s commitment to responsible environmental stewardship:

 

•

LOW ENVIRONMENTAL IMPACT I Our property portfolio has an inherently light footprint that we further reduce through environmentally friendly capital initiatives.

 

•

LOW OBSOLESCENCE I Properties have retained functional and physical usefulness over many decades. In fact, many customers favor our single-story, drive-up properties built in the 1970s and 1980s due to their central locations and accessibility. This contrasts with other real estate types that require frequent reinvestment (i.e., capital expenditures) to stay current with consumer preference, remain competitive with newer competition, offset heavier wear-and-tear by users, and maintain structural operating efficiency.

 

•

HIGH STRUCTURAL RESILIENCE I We build and operate our properties to withstand the test of time, including general aging and acute and chronic risks from rising water levels, changing temperatures, and natural disasters.

 

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2021 Highlights

 

We are pleased to present the following highlights from our environmental stewardship efforts in 2021:

 

 

We will continue to utilize our unique competitive advantages in furthering our environmental stewardship efforts. Moreover, we are committed to improving our climate initiatives and long-term sustainability strategies, including:

 

•

proactively evaluating our building prototype and design standards for opportunities to further reduce our environmental impact, including an effort underway to refine our green building implementation strategy in conjunction with U.S. Green Building Council through LEED© certification;

 

•

prioritizing our understanding of the Paris Climate Agreement and how we can align our strategies and operations with its carbon emission reduction goals;

 

•

evaluating the feasibility of instituting medium and/or long-term greenhouse gas emissions reduction targets or other science-based, climate-focused targets to encourage or increase adoption of renewable energy or energy efficiency measures;

 

•

evaluating all of our property locations for physical climate risks, including wildfires, water stress, rising sea levels, earthquakes, hurricanes, floods, and heat stress; and

 

•

providing periodic updates to our stakeholders on our ongoing efforts through our Sustainability Report.

 

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2021 Highlights

 

In analyzing our potential risk impacts, we will identify and act upon opportunities, including initiatives that make sense from both sustainability and economic return on invested capital perspectives.

Our Social Commitments to Our Stakeholders

A commitment to our stakeholders—including employees, customers, communities, investors, and suppliers—underpins our long-term successes. We actively engage with stakeholders and incorporate their views into our decision-making. In a world that is increasingly interconnected with faster information dissemination, rapid innovation, quicker decisions, and rising risk, stakeholder focus is a critical strategy element for Public Storage.

Diversity and Inclusion

Diversity Statement: We are united under one common goal—creating a diverse and inclusive environment where all employees feel valued, included, and excited to be part of a best-in-class team. With over 5,800 team members from all different races, backgrounds, and life experiences, we celebrate inclusion and value the diversity each person brings to Public Storage. We believe our commitment to diversity and inclusion makes us a stronger company and instills a sense of pride across our teams and the customers we serve.

Our long-held belief of hiring the best has resulted in a diverse and inclusive workforce. Public Storage hires based on skills, personality, and experience without regard to age, gender, race, ethnicity, religion, sexual orientation, or other protected characteristic. We are proud to have a diverse and inclusive workforce that reflects the diversity of the customers we serve.

 

 

In 2021, our CEO signed the CEO Action for Diversity and Inclusion pledge, reflecting our commitment to fostering an environment where everyone feels valued, included, and excited to be part of a best-in-class team.

In addition, in 2021 we began disclosing our annual Consolidated EEO-1 report, which reflects the race, ethnicity, and gender composition of our workforce. Our EEO-1 report is available on the Investor Relations section of our website at publicstorage.com. We maintain policies regarding diversity, equal opportunity, pay-for-performance, discrimination, harassment, and labor (e.g., child, forced, and compulsory).

Development and Advancement

Our people power the Public Storage^® brand. We equip our employees with skills, tools, and knowledge so they not only grow as individuals but also contribute to the value of the organization through engagement. We empower all of our employees through our ongoing informal and formal learning and development programs.

Most of our new hires join us as Property Managers without any experience in the self-storage industry. Our hands-on new hire training program matches new hires with a Key Training Professional and provides close coaching and development from a District Manager, which has made our newly

 

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2021 Highlights

 

onboarded teammates ready to manage a property in their first two weeks. We have multiple career path opportunities for our property teams, and many choose to grow their entire career with us while learning new skills and taking on additional responsibility. Some choose to focus on developing people, others desire to learn multi-unit property management, and many want to build their career around ensuring our customers receive the best possible service. For those who enjoy the challenges that come with managing multi-unit portfolios and people, we offer our District Manager-in-Training program, which prepares some of our best teammates to become successful District Managers at the Company.

Our dedicated Learning and Development team leads the effort in providing relevant and timely training and development programs that make employees informed, engaged, and motivated. Given the geographically dispersed nature of our workforce, we ensure employees have access to the tools and resources to be successful and develop critical skills that are relevant to a variety of careers.

 

•

Training and Development: We deliver mandatory and voluntary training and development through the Public Storage Online Academy, a comprehensive and interactive platform. Public Storage Online Academy allows us to expedite new hire training, career development, and upward mobility across the Company. We also provide self-paced courses to all of our employees so they can engage in personal and professional development opportunities that are meaningful to them. Our employees completed 440,000 training events (averaging over 79 hours per employee) to optimize internal skills development and advancement.

 

•

Advancement in Leadership: Leadership development is a fundamental pillar of our employee journey, as is promoting from within. Through our customized leadership programs, we equip leaders and aspiring leaders with the skills and tools they need to not only be successful as individual leaders, but to motivate and retain high performing teams. We promoted more than 455 Property Managers due to outstanding field leadership and customer service.

 

•

Employee Recognition: In addition to our Employee Service Award program, our Badge Appreciation program allows Public Storage team members formally to recognize each other. Employee-to-employee recognitions continued to be widely used in 2021, with over 78,000 badges of appreciation awarded compared to 54,000 in 2020.

 

•

Employee Communication: Keeping employees informed and connected is important to us. Our monthly newsletter, The Insider, provides recent news and updates within the Company and spotlights employee recognition and development.

Employee Health and Well-Being

Public Storage is committed to the total well-being of all our employees and provides resources to help support them in times of need along with access to targeted solutions to help them achieve their goals. We provide health plans and programs, tools, and resources to empower our employees to explore what they need and to evaluate for themselves what makes sense in achieving a healthy and balanced lifestyle. We also believe encouragement and team support are great ways to take steps towards a healthy lifestyle. In 2021, we successfully hosted the “Around the World in 60 days” step challenge in our employee wellness platform, where individuals competed for a top 5 spot over 60 days while the overall group worked to move us around the world in steps, with over 800 participants recording 228,456,620 steps.

We also continued to support our employees navigate the challenges posed by the COVID-19 pandemic by providing back up child and elder care resources and additional time off support during 2021.

 

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2021 Highlights

 

Employee Engagement

Because employee engagement is instrumental in understanding the effectiveness of our strategies, we conduct various surveys that measure commitment, motivation, and engagement, as well as soliciting broader employee feedback that helps us improve.

Each year, we conduct a formal employee engagement survey and a pulse check survey to measure engagement. In 2021, 80% of our employees participated in our employee engagement survey (first quarter) and 85% in our pulse survey (fourth quarter). We were pleased to see employee engagement of 79% in the fourth quarter of 2021, and we are committed to continuous listening and improvement for our employees.

We are proud to be included in the Forbes and Statista “America’s Best Large Employers” award list and to have been recognized by Comparably, Inc. as a “Choice Employer” with an “A+” Culture Score based on employee responses across 18 culture metrics, among other recognitions.

 

Human Rights

A core value at Public Storage is treating individuals with dignity and respect inside our organization and throughout our supply chain. Respect for human rights is fundamental to our success and the communities where we operate. Employees are united by values that demonstrate our insistence on “doing the right thing.”

Our commitment to human rights embodies and reflects these values as they influence everything we do and serve as the guiding principles that drive Public Storage every day. Where appropriate, we engage in dialogue with stakeholders on human rights issues related to our business and the communities in which we operate.

Our Human Rights Policy is available on our website at publicstorage.com.

 

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2021 Highlights

 

We are pleased to highlight the following additional commitments to our stakeholders:

 

EMPLOYEES
•  Direct engagement and open door policy   •  Dedicated Learning and Development team   •  Development and upward mobility focus   •  New hire and ongoing training and development through Public Storage Online Academy   •  Defined career paths from entry-level to senior management   •  Ongoing training and job aids   •  Active succession planning at all levels   •  Health benefits for all employees, including part-time employees working at least 20 hours per week		•  Engagement surveys (85% employee participation in pulse survey, 80% employee participation in employee engagement survey, and 79% engagement score in the fourth quarter of 2021)   •  Unconscious bias training for all leaders   •  Monthly employee newsletter   •  Wellness programs, including mental wellness support   •  Monthly safety training at all properties   •  Annual safety training at Company headquarters   •  24-hour anonymous compliance hotline   •  Back up child care support for families   •  Mandatory diverse candidate slates for all director-level and above openings
CUSTOMERS		COMMUNITIES
•  Direct engagement at properties   •  Direct engagement in customer care functions   •  Satisfaction surveys   •  Environmental best practice postings at properties		•  Employee volunteering   •  Cleanliness and safety surrounding properties   •  Industry trade group memberships   •  Conference and event participation
INVESTORS		SUPPLIERS AND VENDORS
•  Investor Day in 2021 provided detailed insight into Company strategy, performance, and outlook   •  Ongoing Company presentations to update investors on macro and Company specific topics   •  Quarterly supplemental earnings disclosure   •  Quarterly earnings calls   •  Direct engagement with management team   •  Conference and event participation   •  Dedicated investor relations team		•  Direct engagement   •  ERM and compliance programs addressing anti-boycott, anti-bribery, export restriction, and trade sanction issues   •  Supplier code of conduct agreement focused on:   –  Prohibiting corrupt or unfair business practices   –  Antitrust and fair competition agreements   –  Employment law agreements, including involuntary, anti-discriminatory, and child labor

Responsible Governance Practices

Public Storage’s commitment to the highest ethical standards is the foundation of a governance structure that provides oversight and accountability, promotes fairness and compliance, and proactively manages risk. Governance is critical to our operational, financial, and reputational resilience.

Our Board oversees senior management to ensure the long-term interests of the Company and our stakeholders are best served. Our trustees take a proactive, focused approach to their oversight responsibilities. Our corporate governance is structured to foster principled actions, informed and

 

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2021 Highlights

 

effective decision making, and appropriate monitoring of performance, risk, and compliance. Trustee decisions are governed by the Corporate Governance Guidelines and Trustees’ Code of Ethics, in addition to individual committee charters.

Key aspects of our governance include:

 

Company-Wide		Board Structure and Composition
•  Strong accountability and oversight   •  Pay-for-performance   •  Focus on legal and regulatory compliance   •  ERM program		•  Declassified (annually elected) Board   •  Over 85% independent trustees   •  Lead independent trustee   •  Separate Chairman and CEO positions   •  Active Board refreshment with average tenure of just 5.6 years   •  All Audit Committee members are financial experts
Shareholder Rights		Additional Practices
•  No poison pill   •  Right to call special meetings   •  Right to nominate trustees (proxy access)   •  Majority shareholder vote to amend bylaws and approve M&A transactions   •  Majority vote requirements for trustee elections		•  Stock ownership guidelines   •  Clawback policy covering all compensation   •  Anti-hedging policy   •  No employment or severance agreements   •  Double-trigger equity vesting upon change of control   •  Political and charitable contributions policy

Code of Conduct

Employees, executive management, and trustees must adhere and annually attest to our Code of Conduct, which includes policies and standards around personal, professional, and marketplace integrity; anonymous reporting of concerns; and protecting Company assets, records, and information. The Code of Conduct also covers the Foreign Corrupt Practices Act, antitrust and competition laws, anti-boycott laws, export control laws, insider trading laws, and equal opportunity, diversity, and anti-harassment standards. Executive management and trustees must also adhere to additional Codes of Conduct and Governance Guidelines.

Ongoing Board Refreshment

Our Board has demonstrated a commitment to board refreshment, appointing six new independent trustees since 2020.

Our Commitment

We are committed to a forward-looking and integrated approach to sustainability across our organization. We strive to further reduce the Company’s environmental footprint while bolstering our resilience in the face of environmental, economic, political, data security, reputational, and other risks. We will continually strengthen our unique competitive advantages in order to manage risk, create and act upon opportunity, and generate sustained long-term value for our stakeholders. Please refer to our Sustainability Report available on our website at publicstorage.com for additional information regarding our sustainability program, efforts, and commitment to our stakeholders.

 

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Proposal 1: Election of Trustees

 

Proposal 1:

Election of Trustees

 

 

 

				Our Board has nominated fourteen trustees, who, if elected by shareholders at our Annual Meeting, have agreed to serve until next year’s annual meeting of shareholders.
				RECOMMENDATION:   Vote FOR each nominee

 

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Proposal 1: Election of Trustees

 

PROPOSAL 1

ELECTION OF TRUSTEES

 

 

EXECUTIVE SUMMARY

Our Board has nominated fourteen trustees for election at this year’s Annual Meeting to hold office until the next annual meeting of shareholders.

Each of the fourteen nominees has agreed to be named in this proxy statement and to serve on the Board if elected. We expect all nominees to attend the Annual Meeting.

If any of our nominees becomes unavailable to stand for election, the proxies named on the proxy card intend to vote your Common Stock for the election of any substitute nominee proposed by the Board.

We believe that each nominee has the skills, experience, and personal qualities the Board seeks and that the combination of these nominees creates an effective, well-functioning Board that serves the best interests of Public Storage and our shareholders.

The Board is responsible for overseeing management and providing sound governance on behalf of our shareholders. The Board and each of its committees have an active role in overseeing management of the Company’s risks, a responsibility that the Board believes is one of its most important areas of oversight.

The Board carries out its responsibilities through (1) the effective collaboration of our highly capable and experienced trustees; (2) a well-crafted Board structure, which includes separate individuals holding the positions of the CEO, the Chairman of the Board, and the Lead Independent Trustee; (3) a strong committee structure that enables trustees to provide the appropriate level of focused oversight and subject-matter expertise; and (4) adherence to our Corporate Governance Guidelines and Trustees’ Code of Ethics.

 

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Proposal 1: Election of Trustees

 

BOARD COMPOSITION HIGHLIGHTS

Trustee diversity is important because having a variety of points of view improves the quality of dialogue, contributes to a more effective decision-making process, and enhances overall culture in the boardroom. Our trustees represent a diversity of professional experience, race, ethnicity, gender, age, and cultural background, including:

 

 

Independence		Gender Diversity
Racial Diversity*		Age Diversity

Tenure**

 

 

 

*

Racial diversity includes self-identification as a member of an underrepresented community.

**

Average tenure is 5.6 years.

 

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Proposal 1: Election of Trustees

 

BOARD EVALUATIONS AND NOMINATIONS

In our annual Board evaluation and nomination process, the Nominating, Governance, and Sustainability (NGS) Committee evaluates our trustees in light of the current needs of the Board and the Company. In addition, during the course of the year, the NGS Committee discusses Board succession and reviews potential trustee candidates. The NGS Committee has in the past retained third parties to assist in identifying potential nominees.

Our annual evaluation process involves assessments at the Board, Board committee, and individual trustee levels under the direction of the NGS Committee Chair and the Chairman of the Board. This process assists the Board in determining the appropriate nominees for election based on current Company and Board needs. In addition, the NGS Committee takes into consideration its ongoing evaluation of potential new trustee candidates when recommending a slate of nominees for election to the Board at each annual meeting of shareholders.

BOARD QUALIFICATIONS

The NGS Committee has developed a matrix of skills to assess the qualifications of trustee candidates, including:

 

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core trustee attributes—independence, high integrity and ethical standards, public company service, risk management experience, understanding or experience with complex public companies or like organizations, and ability to work collegially and collaboratively with other trustees and management;

 

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diversity enhancing qualities—age, tenure, gender, and diverse background, including membership in underrepresented communities; and

 

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additional skills such as financial literacy, industry experience, operational management experience, capital markets/banking expertise, corporate governance, real estate, technology, marketing, tax, senior executive experience, and other expertise that may be important to the Company’s strategic objectives.

The NGS Committee considers all these relevant attributes of each Board candidate, including professional skills, experience and knowledge, and gender, race, ethnicity, nationality, and background, with the goal of putting forth a diverse slate of candidates with a combination of skills, experience, and personal qualities that will best serve the Board and its committees, our Company, and our shareholders.

BOARD REFRESHMENT AND SUCCESSION STRATEGY

Our Board and the NGS Committee understand the importance of Board refreshment. We aim to strike a balance between the knowledge that comes from longer-term service on the Board with the new experience, ideas, and energy that can come from adding trustees. We regularly consider whether the range of our Board’s tenure appropriately encompasses trustees who have historic institutional knowledge of Public Storage and the competitive environment, complemented by newer trustees with varied backgrounds, perspectives, and skills. As a result of our ongoing Board refreshment efforts, the average tenure of our trustees is currently 5.6 years.

The NGS Committee takes a strategic approach to refreshment and succession planning. The NGS Committee’s approach includes considering the Company’s business strategy, regularly refining its list of the skills necessary for effective Company oversight over the short- and long-term, regularly assessing how the current Board meets these targeted skills, and identifying skills and backgrounds that should be bolstered by adding new trustees.

 

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Proposal 1: Election of Trustees

 

These ongoing strategic assessments are supported and informed by the rigorous annual evaluation process performed under the direction of the NGS Committee Chair and the Chairman of the Board at the Board, Board committee, and individual trustee levels. We also consider any meaningful changes in the job responsibilities or business associations of a trustee in the event of any such change, and our Corporate Governance Guidelines and Trustees’ Code of Ethics permit the NGS Committee to request that a trustee resign if such change impairs the trustee’s effectiveness. The NGS Committee also takes into account anticipated trustee retirements as it considers its long-term Board composition goals. In addition, as part of our shareholder engagement dialogue, we routinely ask our investors for input regarding Board performance.

Assuming the election of this year’s proposed trustee nominees, we believe we will have a good balance between tenured trustees with significant experience with the Company and newer trustees with fresh perspectives. The proposed slate of nominees constitutes a strong, independent Board that will be well-positioned to navigate the current challenging business environment and accelerate the Company’s growth and accomplishment of key corporate objectives for the benefit of all of our stakeholders.

BOARD FOCUS ON DIVERSITY

Board succession and ensuring an appropriate balance of experience and diversity are key focus areas for the NGS Committee and the Board. Our Board reflects diverse perspectives, including a complementary mix of skills, experience, and backgrounds, that we believe are paramount to our ability to represent the interests of all stakeholders. Our Board recognizes the importance of diversity and supports management’s efforts to enhance all aspects of diversity throughout the Company.

Our trustees, over 85% of whom are independent, have a broad range of experience in varying fields, including finance, real estate, financial reporting, banking, international affairs, governance, marketing, retail, operations, legal, and cybersecurity/technology. A majority of our trustees hold or have held directorships at other U.S. public companies. Five of our trustees, in addition to our Chairman and our CEO, have served as CEOs, and all have demonstrated superb leadership and analytical skills gained from deep experience in management, finance, and corporate governance.

Five of our trustees are women, and four trustees are racially diverse or self-identify as being from an underrepresented community. Additionally, our Chairman and our CEO have provided meaningful in-person opportunities for the Board to interact with key members of management beyond our executive officers on a quarterly basis. Half of our current executive officers are diverse (including our Chief Administrative Officer and Chief Legal Officer). Similarly, 52% of our over 5,800 employees are people of color and 68% of our employees are female.

 

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Proposal 1: Election of Trustees

 

NOMINEE QUALIFICATIONS

The Board has nominated fourteen trustees, all of whom are incumbents elected at our 2021 annual meeting of shareholders.

We recommend that you vote FOR each nominee.

 

Nominee		Age		Principal Professional Background		Trustee   Since		Committee Membership
Ronald L. Havner, Jr.		64		Chairman of the Board; Retired Chief Executive Officer of Public Storage		2002
Tamara Hughes Gustavson   (Independent Trustee)		60		Real Estate Investor; Philanthropist		2008
Leslie S. Heisz   (Independent Trustee)		61		Retired Managing Director of Lazard Frères		2017		NGS and Long-Term Planning
Michelle Millstone-Shroff   (Independent Trustee)		46		Former Chief Customer Experience Officer of Bed Bath & Beyond		2021		Compensation and Long-Term Planning
Shankh S. Mitra   (Independent Trustee)		41		Chief Executive Officer and Chief Investment Officer of Welltower, Inc.		2021		Compensation and Long-Term Planning
David J. Neithercut   (Lead Independent Trustee)		66		Retired President and Chief Executive Officer of Equity Residential		2021		NGS and Long-Term Planning
Rebecca Owen   (Independent Trustee)		60		Retired President of CEI Realty Inc.; Former Chief Legal Officer of Clark Enterprises, Inc.		2021		Audit and Long-Term Planning
Kristy M. Pipes   (Independent Trustee)		62		Retired Managing Director and Chief Financial Officer of Deloitte Consulting		2020		Audit (Chair) and NGS
Avedick B. Poladian   (Independent Trustee)		70		Retired Executive Vice President and Chief Operating Officer of Lowe Enterprises, Inc. (Lowe Enterprises)		2010		Audit and Compensation (Chair)
John Reyes   (Independent Trustee)		61		Retired Chief Financial Officer of Public Storage		2019
Joseph D. Russell, Jr.		62		President and CEO of Public Storage; Former Chief Executive Officer of PS Business Parks, Inc. (PS Business Parks)		2019
Tariq M. Shaukat   (Independent Trustee)		49		President, Bumble		2019		Audit
Ronald P. Spogli   (Independent Trustee)		73		Co-Founder of Freeman Spogli & Co.; Former Ambassador to the Italian Republic and the Republic of San Marino		2010		NGS (Chair) and Compensation
Paul S. Williams (Independent Trustee)		62		Retired Partner at Major, Lindsey & Africa; Former President of the National Association of Corporate Directors (NACD) Chicago Chapter		2021		Compensation and NGS

 

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Proposal 1: Election of Trustees

 

TRUSTEE NOMINEES SKILLS SUMMARY

The Board believes that our trustee nominees provide Public Storage with the combined skills, experience, and personal qualities needed for an effective and engaged Board.

 

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Major Shareholder

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Proposal 1: Election of Trustees

 

TRUSTEE NOMINEE BIOGRAPHIES

 

Age: 64   Trustee since: 2002   Trustee Qualification Highlights:   Extensive leadership experience and Company and industry knowledge; financial and M&A expertise; risk management expertise		Ronald L. Havner, Jr. Chairman   Mr. Havner joined the Board in November 2002 and has served as Chairman since August 2011. Mr. Havner served as Chief Executive Officer of Public Storage from November 2002 until his retirement on January 1, 2019. Mr. Havner joined Public Storage in 1986 and held a variety of senior management positions prior to becoming Chief Executive Officer.   Mr. Havner has served as Chairman of the Board of Public Storage’s affiliate, PS Business Parks (NYSE: PSB), since March 1998, and as Chairman of the Board of another Public Storage affiliate, Shurgard Self Storage SA (Shurgard) (EURONEXT: SHUR), since completion of its initial public offering in October 2018. Mr. Havner also serves as a director of AvalonBay Communities, Inc. (NYSE: AVB). He previously served as director of California Resources Corp. (NYSE: CRC) from December 2014 to May 2018 and was the 2014 Chairman of the Board of Governors of the National Association of Real Estate Investment Trusts, Inc. (NAREIT).1   Mr. Havner’s qualifications for the Board include his extensive leadership experience and Company and industry knowledge. Having served as Chief Executive Officer for 17 years, Mr. Havner provides an invaluable perspective in Board discussions about the historic operations and strategic direction of the Company.
Age: 60   Trustee since: 2008   Trustee Qualification Highlights:   Previous experience at the Company; ongoing investment; charitable board experience		Tamara Hughes Gustavson Real Estate Investor; Philanthropist   Ms. Gustavson joined the Board in November 2008. She was previously employed by Public Storage from 1983 to 2003, serving most recently as Senior Vice President, Administration. During the past eight years, Ms. Gustavson has supervised her personal business investments and engaged in charitable activities. Ms. Gustavson currently serves as chairperson for the Board of Trustees of American Homes 4 Rent (NYSE: AMH) and also serves on the Board of Trustees of the William Lawrence and Blanche Hughes Foundation and the Board of Trustees of the University of Southern California. Ms. Gustavson is our largest single shareholder and owns approximately 10.1% of the Company’s Common Stock.   Ms. Gustavson’s qualifications for election to the Board include her previous managerial experience at Public Storage and her ongoing investment and charitable board experience. In addition, as the largest individual shareholder of the Company, Ms. Gustavson provides the Board with a shareholder’s perspective in Board discussions about the operations and strategic direction of the Company.

 

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In evaluating Mr. Havner’s nomination, the NGS Committee considered that Mr. Havner received the support of 89.5% of votes cast at our 2021 annual meeting of shareholders, which was slightly below the average of our other trustees. We believe this difference may be attributable to Mr. Havner’s commitments to three other public company boards. After considering Mr. Havner’s commitments, including that two of the other boards to which Mr. Havner belongs—PS Business Parks and Shurgard—are Public Storage affiliates, and his performance as Chairman of the Board, the NGS Committee concluded that Mr. Havner’s other board memberships do not affect his ability fully and effectively to discharge his duties to Public Storage. Mr. Havner has consistently attended all Board meetings, devotes sufficient time to the affairs of the Company, and has substantial experience that is of particular relevance to the Company, including his familiarity with PS Business Parks and Shurgard.

 

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Proposal 1: Election of Trustees

 

Age: 61   Trustee since: 2017   Committees:   NGS and Long-Term Planning   Trustee Qualification Highlights:   Business expertise across a number of industries; financial expertise; public company board experience; risk management expertise		Leslie S. Heisz Retired Managing Director of Lazard Frères   Ms. Heisz joined the Board in February 2017. Ms. Heisz is an experienced investment banking and finance executive. Ms. Heisz joined Lazard Frères, a financial advisory and asset management firm and independent investment bank, in 2003 as a senior advisor and served as a managing director from 2004 through April 2010, providing strategic financial advisory services for clients in a variety of industries. Ms. Heisz was previously a managing director of Dresdner Kleinwort Wasserstein and its predecessor for six years, specializing in mergers and acquisitions, as well as leveraged finance, and leading the Gaming and Leisure Group and the Los Angeles office.   Ms. Heisz has been a member of the Board of Directors of Kaiser Permanente since January 2015 and Edwards Lifesciences (NYSE: EW) since July 2016. Ms. Heisz has also served on the board of a Capital Group/American Funds mutual fund cluster (CGPCS, EMGF, IVE, and GIF) since January 2019 and joined the ETF cluster in December 2021. She previously served on the Boards of Directors of Ingram Micro Inc. (NYSE: IM), Towers Watson (NASDAQ: WLTW), HCC Insurance Holdings, Inc., and International Game Technology (NYSE: IGT).   Ms. Heisz’s qualifications for election to the Board include her financial expertise and diverse business experiences across a number of industries, including deep finance and strategic advisory skills. She has also had extensive corporate governance experience serving on several public company boards.
Age: 46   Trustee since: 2021   Committees:   Compensation and Long-Term Planning   Trustee Qualification Highlights:   Extensive retail and operations experience; risk management, information technology, and cybersecurity experience		Michelle (Meka) Millstone-Shroff Former Chief Customer Experience Officer, Bed Bath & Beyond   Ms. Millstone-Shroff joined the Board in January 2021. Ms. Millstone-Shroff previously served as the Chief Customer Experience Officer of Bed Bath & Beyond Inc. (NASDAQ: BBBY), a chain of domestic merchandise retail stores, and as the President & Chief Operating Officer of buybuy BABY, a subsidiary of Bed Bath & Beyond and a retailer of items for infants and toddlers. Prior to Bed Bath & Beyond, Ms. Millstone-Shroff worked at McKinsey & Company, a global management consulting firm, with a focus on retail- and consumer-oriented companies. Ms. Millstone-Shroff currently serves as an independent advisor to various businesses, including serving as a Senior Advisor to McKinsey & Company since April 2019.   Ms. Millstone-Shroff has served on the Boards of Directors of Athletico, a private chain of physical therapy clinics, since September 2021, Neiman Marcus Group Inc. (NYSE: NMG.A) since September 2020, Nanit, a private technology company, since December 2019, and Party City Holdco Inc. (NYSE: PRTY) since February 2019.   Ms. Millstone-Shroff’s qualifications for the Board include her significant strategic and operating experience at omni-channel retailers and her experience as a strategic operating advisor.

 

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Proposal 1: Election of Trustees

 

Age: 41   Trustee since: 2021   Committees:   Compensation and Long-Term Planning   Trustee Qualification Highlights:   Extensive experience in the real estate industry; financial and capital allocation expertise; risk management expertise		Shankh S. Mitra Chief Executive Officer and Chief Investment Officer, Welltower Inc.   Mr. Mitra joined the Board in January 2021. Mr. Mitra has served as the Chief Executive Officer and Chief Investment Officer of Welltower Inc. (NASDAQ: WELL), a publicly traded real estate investment trust that invests in seniors housing operators, post-acute providers, and health systems, since August 2018. Previously, Mr. Mitra served as Welltower’s Senior Vice President—Investments from January 2018 to August 2018 and as Welltower’s Senior Vice President—Finance & Investments from January 2016 to January 2018. From July 2013 to December 2015, Mr. Mitra served as Portfolio Manager, Real Estate Securities at Millennium Management. Mr. Mitra served as Senior Analyst at Citadel Investment Group from April 2012 to June 2013 and Fidelity Investments from June 2009 to March 2012.   Mr. Mitra has served as a director of Welltower Inc. since October 2020.   Mr. Mitra’s qualifications for election to the Board include his extensive experience in the real estate industry and his financial acumen and expertise in capital allocation.
Age: 66   Trustee since: 2021   Committees:   NGS and Long-Term Planning   Trustee Qualification Highlights:   Extensive experience in REITs; financial and leadership expertise; corporate governance and risk management expertise		David J. Neithercut Retired President and Chief Executive Officer, Equity Residential   Mr. Neithercut joined the Board in January 2021. He served as the Chief Executive Officer of Equity Residential (NYSE: EQR), a publicly traded real estate investment trust that invests in apartments, from January 2006 until retirement in December 2018 and as President from May 2005 to September 2018. Previously, Mr. Neithercut served as Executive Vice President—Corporate Strategy from January 2004 to May 2005, and Executive Vice President and Chief Financial Officer from February 1995 to August 2004.   Mr. Neithercut has served on the Board of Trustees of Equity Residential since 2006 and is a member of its Executive Committee. He became a member of the Board of Trustees of Americold Realty Trust (NYSE: COLD) in 2019 and currently chairs its Investment Committee and serves on the Compensation Committee. Mr. Neithercut was formerly a director of General Growth Properties, Inc. (NYSE: GGP and now a part of Brookfield Realty Partners). He also served as the 2015 Chairman of the Board of Governors of NAREIT.   Mr. Neithercut’s qualifications for election to the Board include his deep experience in the REIT space, financial expertise, and his long and successful track record in executive leadership positions.

 

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Proposal 1: Election of Trustees

 

Age: 60   Trustee since: 2021   Committees:   Audit and Long-Term Planning   Trustee Qualification Highlights:   Extensive real estate experience; legal and governance and public company board experience; capital allocation, risk management, and succession planning experience		Rebecca Owen Retired President of CEI Reality, Inc.; Former Chief Legal Officer of Clark Enterprises, Inc.   Ms. Owen joined the Board in January 2021. Ms. Owen has served as the Chairman and founder of Battery Reef, LLC, a commercial real estate investment and management company, since January 2019. From 1995 until January 2019, she served in various roles at Clark Enterprises, Inc., a private investment firm, and its affiliated companies, including as President and Chief Investment Officer of CEI Realty, Inc., the real estate investment arm of Clark Enterprises, Inc., from 2015 to 2019, and Chief Legal Officer of Clark Enterprises, Inc. from 1995 to 2017.   Ms. Owen has served on the Board of Directors of WillScot Mobile Mini Holdings Corp. (NASDAQ: WSC), a business services provider specializing in flexible workspace and portable storage solutions, since November 2021 (and previously served on that board from April 2019 to June 2020). In addition, Ms. Owen has served on the Board of Directors of Carr Properties, a private real estate investment trust, since 2013, and on the Real Estate Investment Advisory Committee of ASB Capital Management, LLC, a registered investment advisor, since 2017. Previously, Ms. Owen served on the Board of Directors of Jernigan Capital, Inc. (NYSE: JCAP) from December 2018 to November 2020.   Ms. Owens qualifies as one of the Company’s Audit Committee financial experts and her qualifications for the Board include her significant experience as both an executive and director in the real estate industry.
Age: 62   Trustee since: 2020   Committees:   Audit (Chair) and NGS   Trustee Qualification Highlights:   Extensive leadership and financial expertise and other public company board experience; risk management, information technology, and cybersecurity expertise		Kristy M. Pipes Former Managing Director and Chief Financial Officer of Deloitte Consulting   Ms. Pipes joined the Board in October 2020. Ms. Pipes previously served as Managing Director and Chief Financial Officer of Deloitte Consulting, a management consultancy firm with operations in the United States, India, Germany, and Mexico, where she managed the finance function. Ms. Pipes held various leadership positions, including serving on the firm’s Management Committee and Consulting Operations Committee. Prior to joining Deloitte in 1999, Ms. Pipes was Vice President and Manager, Finance Division, at Transamerica Life Companies and Senior Vice President and Chief of Staff for the President and Chief Executive Officer (among other senior management positions) at First Interstate Bank of California.   Ms. Pipes also serves as a director of PS Business Parks (NYSE: PSB), ExlService Holdings, Inc. (NASDAQ: EXLS), and Savers/Value Village.   Ms. Pipes qualifies as one of the Company’s Audit Committee financial experts, and her qualifications for election to the Board include her extensive financial analysis, operational, technology, and risk management expertise. Ms. Pipes also brings deep management and leadership experience to the Board, having held several senior leadership positions during her career.

 

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Proposal 1: Election of Trustees

 

Age: 70   Trustee since: 2010   Committees:   Compensation (Chair) and Audit   Trustee Qualification Highlights:   Accounting and financial expertise and other public company board experience; extensive knowledge of the real estate industry; risk management expertise		Avedick B. Poladian Retired Executive Vice President and Chief Operating Officer of Lowe Enterprises   Mr. Poladian joined the Board in February 2010. From 2007 to the end of 2016, Mr. Poladian held the positions of Executive Vice President and Chief Operating Officer for Lowe Enterprises, a diversified national real estate company that he joined in 2003. Mr. Poladian was with Arthur Andersen from 1974 to 2002 as Managing Partner, Pacific Southwest.   He serves as a director of funds managed by Western Asset Management Funds, including two publicly traded funds, and is a director of Occidental Petroleum Corporation (NYSE: OXY). Mr. Poladian is also a member of the Board of Councilors of the USC Sol Price School of Public Policy, the Board of Advisors of the Ronald Reagan UCLA Medical Center, and the YMCA of Metropolitan LA. He previously served on the boards of California Pizza Kitchen (previously listed on Nasdaq) and California Resources Corporation (NYSE: CRC).   Mr. Poladian qualifies as one of the Company’s Audit Committee financial experts and provides the Board expert perspective in financial management and analysis. Mr. Poladian has extensive knowledge of the real estate industry and key business issues by virtue of his service in a senior management position at one of the world’s largest accounting firms and his experience as Chief Operating Officer and Chief Financial Officer of a diversified real estate company. Through his experience with other public companies, Mr. Poladian brings valuable insight into our business and corporate governance.
Age: 61   Trustee since: 2019   Trustee Qualification Highlights:   Leadership and experience at the Company as former CFO; accounting and financial expertise; risk management and cybersecurity expertise		John Reyes Retired Senior Vice President and Chief Financial Officer of Public Storage   Mr. Reyes joined the Board in January 2019. Mr. Reyes served as Senior Vice President and Chief Financial Officer of Public Storage from 1996 until his retirement effective January 1, 2019. Mr. Reyes joined Public Storage in 1990 and served in various positions until his promotion to Chief Financial Officer in 1996. From 1983 to 1990, Mr. Reyes was employed by EY as a Certified Public Accountant.   In considering the nomination of Mr. Reyes for election to the Board, the Board considered Mr. Reyes’s extensive accounting and financial expertise, his experience in having served as the Company’s Senior Vice President and Chief Financial Officer from 1996 to January 1, 2019, as well as Mr. Reyes’s tenure with the Company of almost 30 years. As our former Chief Financial Officer, he is able to provide unique insights into our Company’s financial reporting, controls, and risk management, as well as capital management processes and assessments. Mr. Reyes provides invaluable perspective in Board discussions about the historic operations and strategic direction of the Company.

 

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Proposal 1: Election of Trustees

 

Age: 62   Trustee since: 2019   Committees:   Long-Term Planning (Chair)   Trustee Qualification Highlights:   Extensive leadership experience; extensive Company and industry knowledge; risk management expertise		Joseph D. Russell, Jr. President and Chief Executive Officer of Public Storage   Mr. Russell joined the Board in January 2019. Mr. Russell has been President of Public Storage since July 2016 and has served as its Chief Executive Officer since January 1, 2019. Previously, Mr. Russell was President and Chief Executive Officer of PS Business Parks (NYSE: PSB), an affiliate of the Company that acquires, develops, and operates commercial properties, from August 2002 until July 2016. Mr. Russell has served on the Board of Directors of PS Business Parks since August 2003. Mr. Russell also serves on the Board of Governors of NAREIT. Before joining PS Business Parks, Mr. Russell was employed by Spieker Properties, Inc. (Spieker; previously listed on the NYSE), an owner and operator of office and industrial properties in Northern California, and its predecessor, for more than ten years. Mr. Russell served as an officer of Spieker when it became a publicly traded REIT in 1993.   Mr. Russell’s qualifications for election to the Board include his leadership experience and Company and industry knowledge, including his more than 25 year involvement with publicly traded REITs and extensive experience with self-storage, office, and industrial real estate. Mr. Russell provides management’s perspective in Board discussions about the operations and strategic direction of the Company.
Age: 49   Trustee since: 2019   Committees: Audit   Trustee Qualification Highlights:   Extensive experience in marketing, consumer-facing issues, and technology; leadership experience; cybersecurity expertise		Tariq M. Shaukat President, Bumble   Mr. Shaukat joined the Board in July 2019. He has been President of Bumble Inc. since July 2020. Prior to that, he was President of Google Cloud at Google LLC, where he oversaw operating and customer-based initiatives to accelerate growth across all lines of business, including analytics and machine learning. Prior to joining Google LLC in 2016, Mr. Shaukat was Executive Vice President and Chief Commercial Officer at Caesars Entertainment Corporation, after initially joining the company in 2012 as Executive Vice President and Chief Marketing Officer. His responsibilities included oversight of revenue management, marketing, information technology, and analytics across all business lines. Prior to Caesars Entertainment Corporation, Mr. Shaukat was a Partner at McKinsey & Company and held leadership positions at various technology-based companies.   Mr. Shaukat qualifies as one of the Company’s Audit Committee financial experts. Mr. Shaukat’s qualifications for election to the Board include his extensive digital, marketing, technology, cybersecurity, and data analytics experience. In addition, Mr. Shaukat brings his proven leadership and unique perspective to the Board.

 

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Proposal 1: Election of Trustees

 

Age: 73   Trustee since: 2010   Committees:   NGS (Chair) and Compensation   Trustee Qualification Highlights:   Broad-ranging investment banking and executive experience; experience in corporate governance and government and international relations		Ronald P. Spogli Co-Founder of Freeman Spogli & Co. Former Ambassador to the Italian Republic and the Republic of San Marino   Mr. Spogli joined the Board in February 2010. Mr. Spogli co-founded Freeman Spogli & Co. (Freeman Spogli), a private investment firm dedicated to middle-market companies positioned for growth, in 1983. Freeman Spogli has invested over $5.3 billion of private equity capital in 67 companies over four decades and currently manages four individual funds totaling $5 billion in committed capital. He served as the United States Ambassador to the Italian Republic and the Republic of San Marino from August 2005 until February 2009.   Mr. Spogli also serves as the Vice Chair of The J. Paul Getty Trust and on the Boards of Trustees of the W. M. Keck Foundation, the Center for American Studies in Rome, Italy, and White Bridge Investments, an Italian investment company. Mr. Spogli’s qualifications for election to the Board include his broad-ranging board and executive responsibilities for a variety of companies engaged in consumer businesses in which the firm of Freeman Spogli has investments. In addition, Mr. Spogli’s experience in government and international relations provides helpful insight in the European countries where Public Storage has investments.
Age: 62   Trustee since: 2021   Committees:   Compensation and NGS   Trustee Qualification Highlights:   Extensive experience in corporate governance; public company board experience		Paul S. Williams Retired Partner, Major, Lindsey & Africa Former President, National Association of Corporate Directors, Chicago Chapter   Mr. Williams joined the Board in January 2021. Mr. Williams served as a Partner and Managing Director of Major, Lindsey & Africa, LLC, an executive recruiting firm, from 2005 to 2018. He also served as Director of Global Diversity Search, assisting legal organizations in enhancing their diversity. Mr. Williams is the immediate past President of the Chicago Chapter of the NACD. From 2001 through 2005, Mr. Williams served as Executive Vice President, Chief Legal Officer & Corporate Secretary of Cardinal Health, Inc. (NYSE: CAH), a provider of products and services to healthcare providers and manufacturers.   Mr. Williams has served on the Boards of Directors of Compass Minerals (NYSE: CMP), a producer of salt, plant nutrients, and magnesium chloride for distribution primarily in North America, since June 2009, Romeo Power, Inc. (NYSE: RMO), an energy technology company, since December 2020, and Air Transport Services Group (NASDAQ: ATSG), a provider of aircraft leasing and air cargo transportation and related services, since January 2021.   Mr. Williams served as a director of Essendant, Inc. (NASDAQ: ESND), a publicly traded national wholesale distributor of business products, from 2014 through 2019 and served as a director of Bob Evans Farms, Inc. (NASDAQ: BOBE), a publicly traded owner and operator of restaurants, from 2007 through 2017. He also served as Lead Independent Director of State Auto Financial Corporation (NASDAQ: STFC), a publicly traded property and casualty insurance company, on whose board he served from 2003 to 2015. Since early 2020, Mr. Williams has served on the board of directors of a large cluster of funds in the American Funds mutual fund family (part of the privately-held Capital Group).   Mr. Williams’s qualifications for the Board include his extensive legal, regulatory, and corporate governance experience. In addition, Mr. Williams brings substantial executive management leadership experience and a strong background in human resources and talent development, including with respect to diversity and inclusion.

 

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Proposal 1: Election of Trustees

 

VOTE REQUIRED AND RECOMMENDATION

For the election of trustees, trustee nominees receiving an affirmative vote of a majority of the votes cast at the Annual Meeting will be elected. For purposes of the vote on this proposal, abstentions and broker non-votes will not affect the vote.

The Board recommends voting FOR all trustee nominees.

 

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Proposal 1: Election of Trustees

 

CORPORATE GOVERNANCE

BOARD ENGAGEMENT AND OVERSIGHT

Our Board has been a critical resource for senior management and has provided invaluable insight and oversight, including as senior management formulated the organic and external growth strategy the Company shared at its 2021 Investor Day and as the Company continued to respond to the COVID-19 pandemic. The Board and our senior leadership team engaged regularly and collaborated closely to ensure the Company met its commitments to all stakeholders, including our employees, customers, and our shareholders.

While the COVID-19 pandemic has required our senior management team and the Board’s continued attention, one of the Board’s highest priorities continues to be guiding the development and execution of the Company’s long-term strategy. The Board remains focused on working with management to develop strategies to accelerate growth and create long-term value for our shareholders.

GOVERNANCE STRUCTURE

Our Board oversees the CEO and other senior management to ensure that the long-term interests of the Company and our shareholders are best served. We expect our trustees to take a proactive, focused approach to executing their oversight responsibilities.

Our governance structure is designed to foster principled actions, informed and effective decision-making, and appropriate monitoring of performance, risk, and compliance. Our key governance documents, including our Corporate Governance Guidelines and Trustee’s Code of Ethics, Code of Conduct, Code of Ethics for Senior Financial Officers, and our committee charters, are available on the Investor Relations section of our website at publicstorage.com or by writing to Public Storage, 701 Western Avenue, Glendale, California 91201, Attention: Corporate Secretary. We will disclose any substantive amendments to or waivers of any of our ethics policies and standards on our website and in accordance with Securities and Exchange Commission (SEC) and New York Stock Exchange (NYSE) requirements.

BOARD LEADERSHIP STRUCTURE

One of the Board’s key responsibilities is to determine the optimal leadership structure to provide effective oversight of management. As a result, the Board does not have a policy as to whether the roles of Chairman and CEO should be separated or combined. The Board believes that Public Storage shareholders are best served when the Board has flexibility to consider the relevant facts and circumstances to ensure that the Board leadership structure best reflects the needs of the Company at that time.

Prior to January 1, 2019, when Ronald L. Havner, Jr., retired as CEO, the roles of Chairman and CEO were combined and held by Mr. Havner. Upon his retirement, the Board determined that Mr. Havner would remain Chairman of the Board, and the roles of Chairman and CEO have been separately held by Mr. Havner and Mr. Russell, respectively, since January 1, 2019.

Our Board established the position of Lead Independent Trustee in 2011 to provide for an independent leadership role on the Board when the roles of Chairman and CEO are combined. Notwithstanding that the Chairman and CEO roles were separated on January 1, 2019, we maintain the Lead Independent Trustee role as a matter of good corporate governance and to bolster the independence of the Board.

 

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We describe more fully the role of the Lead Independent Trustee in our Corporate Governance Guidelines. Among other things, the Lead Independent Trustee presides at all executive sessions of the independent trustees. Our Lead Independent Trustee is David Neithercut, who was appointed in January 2021.

BOARD COMMITTEES

The three standing committees of the Board are the Audit, NGS, and Compensation Committees. The Board has determined that each member of the Audit, NGS, and Compensation Committees is independent in accordance with NYSE rules.

Each committee has a charter that generally states the purpose of the committee and outlines the committee’s structure and responsibilities. Each committee reviews the adequacy of its charter annually. The following lists the number of meetings held by each committee in 2021:

 

Committee		Number of   Meetings in 2021
Audit		5
Compensation		4
Nominating, Governance, and Sustainability		5

The current membership and primary areas of responsibility of our Board committees are as follows:

Audit Committee

Members: Kristy M. Pipes (Chair), Rebecca Owen, Avedick B. Poladian, and Tariq M. Shaukat

 

•

Oversees the accounting and financial reporting processes of the Company

 

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Oversees our ERM framework and, specifically, financial, cybersecurity, and other information technology risks relating to the Company, including steps management has taken to monitor and control financial and cybersecurity risk exposure

 

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Monitors: (i) the integrity of our financial statements; (ii) our compliance with legal or regulatory requirements; (iii) our independent registered public accounting firm’s qualifications and independence; and (iv) the performance of our internal audit function and public accountants

 

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Responsible for the appointment, compensation, and oversight of our independent registered public accounting firm

 

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Oversees the accuracy and reliability of the Company’s quantitative public disclosures relating to ESG matters

 

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All four members of our Audit Committee qualify as financial experts and meet the Securities and Exchange Commission (SEC) and NYSE’s heightened independence requirements for audit committee members

Compensation Committee

Members: Avedick B. Poladian (Chair), Shankh S. Mitra, Michelle Millstone-Shroff, Ronald P. Spogli, and Paul S. Williams

 

•

Evaluates, either as a committee or together with other independent trustees, our CEO’s performance and sets the CEO’s compensation level based on this evaluation, including incentive and equity-based compensation plans

 

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Sets the amount and form of compensation for the executive officers who report to the CEO

 

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Administers the Company’s equity and incentive compensation plans

 

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Reviews and discusses with management the Compensation Discussion and Analysis (CD&A) to be included in the proxy statement and to recommend to the Board inclusion of the CD&A in the Company’s Annual Report on Form 10-K and annual proxy statement

 

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Periodically reviews and evaluates the compensation for trustees, including Board and committee retainers, equity-based compensation, and such other forms of compensation as it may consider appropriate, and recommends to the Board, as appropriate, changes to such compensation

 

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Provides a description of the processes and procedures for the consideration and determination of executive compensation for inclusion in the Company’s annual proxy statement

 

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Prepares the Compensation Committee Report for inclusion in the Company’s annual proxy statement

 

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Reviews and discusses, at least annually, the Company’s processes for evaluating whether any risks arising from the Company’s compensation policies and practices are reasonably likely to have any material adverse effects, and the Company’s management of such risks

 

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Oversees the advisory shareholder votes on the Company’s executive compensation programs and policies and the frequency of such votes, and evaluates the Compensation Committee’s performance annually

Nominating, Governance, and Sustainability (NGS) Committee

Members: Ronald P. Spogli (Chair), Leslie S. Heisz, David J. Neithercut, Kristy M. Pipes, and Paul S. Williams

 

•

Assists the Board in identifying individuals qualified to become Board members, recommending nominees to the Board to fill vacancies and new appointments, and ensuring that the Board reflects diversity of experience, skills, background, gender, race, and/or ethnicity

 

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Prior to each annual meeting of shareholders, recommends to the Board a slate of nominees for election as trustees

 

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Reviews and makes recommendations to the Board on Board organization and succession

 

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Assists the Board in evaluating the performance of the Board and its committees

 

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Conducts preliminary reviews of trustee independence

 

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Reviews and makes recommendations for committee appointments to the Board

 

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Assesses and makes recommendations to the Board on corporate governance matters

 

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Develops and assesses the adequacy of the Corporate Governance Guidelines and Trustees’ Code of Ethics and other governance policies on an ongoing basis and recommends any changes to the Board

 

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Administers the Company’s stock ownership guidelines for trustees and executive officers, including granting hardship exceptions

 

•

Oversees new trustee orientation

 

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Assists the Board in overseeing the Company’s strategies and policies for human capital development and training, including diversity and inclusion, and coordinates with other Board committees on such matters as appropriate

 

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Supports the Board in developing and maintaining Company-level policies on ESG matters

 

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Oversees the Company’s ESG Committee and oversees and monitors management’s efforts and activities on ESG initiatives, including any Company ESG performance goals

 

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Oversees the Company’s disclosure practices related to ESG matters, including the Company’s Sustainability Report

 

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Oversees political and charitable contributions and other public policy matters

PROXY ACCESS

Our Amended and Restated Bylaws (Bylaws) provide for proxy access, thereby giving our shareholders an even greater voice in trustee elections. A shareholder, or a group of up to 20 shareholders, owning at least 3% of the Company’s outstanding Common Stock continuously for at least three years may include in our proxy materials trustee nominees constituting up to the greater of two trustees or 20% of the number of trustees on the Board, provided that the shareholder and the nominees satisfy the eligibility requirements in our Bylaws. There are no qualifying shareholder nominations for inclusion in our proxy statement.

BOARD’S ROLE IN RISK OVERSIGHT

Our Board is responsible for overseeing our Company-wide approach to the identification, assessment, and management of key risks facing the Company. The Board recognizes its responsibility for overseeing the assessment and management of risks that may threaten successful execution of our long-term strategies.

The Board’s risk management processes include a comprehensive ERM framework focused on:

 

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evaluating the risks facing the Company and aligning the Company’s efforts to mitigate those risks with its strategy and risk appetite;

 

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communicating and improving the Company’s understanding of its key risks and responsive actions; and

 

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providing the Board with a measurable way to exercise its oversight responsibilities over the Company’s risk assessment and risk management efforts.

Critical components of our risk oversight framework include regular assessments among risk owners to identify and assess key risks facing the Company. Our executive team calibrates risk owner assessments across each of our key risk categories and leads efforts to identify mitigation controls to reduce the Company’s exposure to risks.

Oversight for certain specific risks falls under the responsibilities of our Board committees. The committees regularly advise the full Board of their oversight activities.

 

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The Audit Committee focuses on financial and other risks, including reputational and legal risks, affecting the Company. The Audit Committee also discusses the Company’s policies with respect to risk assessment and risk management.

 

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Oversight of Financial Risks. The Audit Committee, which comprises entirely independent trustees and financial experts, is responsible for assisting the Board in fulfilling its oversight of the effectiveness of the accounting and financial reporting processes of the Company and audits of its financial statements, including the integrity of the Company’s financial statements; the Company’s compliance with legal and regulatory requirements; the independent registered public accountants’ qualifications, independence, and performance; and the scope and results of internal audits, the Company’s internal controls over financial reporting, and the performance of the Company’s internal audit function.

 

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Oversight of Information Security Risks. The Audit Committee also oversees cybersecurity and other information technology risks affecting the Company. Management reports quarterly to the Audit Committee regarding information security. All four members of our Audit Committee have cybersecurity experience from their principal occupation or other professional experience. See “Corporate Governance—Cybersecurity” on page 32 for more information about how the Audit Committee and the Company are committed to properly addressing cybersecurity risks we face in today’s global business environment.

The Compensation Committee focuses on risks related to our compensation program, including evaluating appropriate compensation incentives relating to the compensation of our executives and employees.

 

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Oversight of Compensation Risks. The Compensation Committee annually considers a report from management in their review of the Company’s processes for evaluating potential risks related to compensation policies and practices applicable to all employees and the Company’s management of such risks. Most recently, in February 2022, the Compensation Committee considered the Company’s Annual Report on Form 10-K and also considered and discussed with management its conclusion that the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on our Company.

In connection with preparing the report for the Compensation Committee’s consideration, members of our senior management team, including our CEO and Chief Administrative Officer, reviewed the target metrics for all of our employee incentive compensation plans. At the completion of the review, management and the Compensation Committee concluded that our incentive compensation plans did not create undue risks for the Company.

The Nominating, Governance, and Sustainability Committee focuses on risks associated with succession planning, corporate governance, Board effectiveness, and public policy matters, including political and charitable contributions. The NGS Committee also supports the Board in identifying and overseeing risks associated with ESG and sustainability matters and, as appropriate, coordinates with other Board committees on such matters (such as the Compensation Committee with respect to ESG-related compensation metrics and the Audit Committee with respect to internal controls regarding ESG reporting).

Our Board and Board committees regularly receive presentations from management on risks to the business. Additionally, all trustees have access to members of management if a trustee wishes to follow up on items discussed outside of the Board or committee meeting.

 

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CYBERSECURITY

Public Storage devotes significant resources to protecting and continuing to improve the security of our computer systems, software, networks, and other technology assets. Our security efforts are designed to preserve the confidentiality, integrity, and continued availability of all information owned by, or in the care of, the Company and protect against, among other things, cybersecurity attacks by unauthorized parties attempting to obtain access to confidential information, destroy data, disrupt or degrade service, sabotage systems, or cause other damage.

Board Oversight

Our Board considers cybersecurity risk as one of the most significant risks to our business. The Board has delegated to the Audit Committee oversight of cybersecurity and other information technology risks affecting the Company. The Audit Committee periodically evaluates our cybersecurity strategy to ensure its effectiveness. Management provides quarterly reports to the Audit Committee regarding cybersecurity and other information technology risks, and the Audit Committee in turn provides reports to the full Board.

As part of our Board refreshment efforts in recent years, we have focused on adding trustees with information technology skills. Currently, ten members of our Board, including all four members of our Audit Committee, have cybersecurity experience from their principal occupation or other professional experience. In addition, several members of our Audit Committee have attended third-party director education courses on cybersecurity, including cyber risk governance, and privacy issues and trends in 2021.

Cybersecurity Risk Identification and Management

A dedicated team of technology professionals works throughout the year to monitor all matters of risk relating to cybersecurity. Our Chief Technology Officer and our Vice President, Management Information Systems, oversee our information security program. Their teams are responsible for leading enterprise-wide cyber resilience strategy, policy, standards, architecture, and processes.

We identify and address information security risks by employing a defense-in-depth methodology that provides multiple, redundant defensive measures and prescribes actions to take in case a security control fails or a vulnerability is exploited. We leverage internal resources, along with strategic external partnerships, to mitigate cybersecurity threats to the Company. We have partnerships for Security Operations Center (SOC) services, penetration testing (PENTEST), incident response (IR), and various third-party assessments. We deploy both commercially available solutions and proprietary systems to manage threats to our information technology environment actively.

Our cybersecurity oversight infrastructure is externally audited as part of our Sarbanes-Oxley audit process and our controls include information security standards. In addition, we are externally audited and certified by top information security standards, specifically Payment Card Industry Data Security Standard (PCI DSS), to ensure we comply with this rigorous standard specifically for the safe handling and protection of credit card data. Additionally, we are assessed internally and externally against the National Institute of Standards and Technology (NIST) Cyber Security Framework, and our external partners provide an independent ranking of cyber security maturity and coverage as part of their services. We regularly engage appropriate external resources regarding emerging threats to navigate the diverse cybersecurity landscape.

In addition to ensuring adequate safeguards are in place to minimize the chance of a successful cyber-attack, the Company has established well-defined response procedures effectively to address any

 

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cyber event that may occur despite these robust safeguards. These response procedures are designed to identify, analyze, contain, and remediate such cyber incidents to ensure a timely, consistent, and compliant response to actual or attempted data incidents impacting the Company. Recently, the Company completed two separate Disaster Response and Business Continuity Plan exercises to validate our current readiness, and the Company devotes appropriate resources and enlists partners to adapt to the evolving threat landscape.

The Company takes data protection seriously and ensures every employee understands their role in keeping Public Storage safe from cyber-attacks. We employ a robust information security and training program for our employees, including mandatory computer-based training, regular internal communications, and ongoing end-user testing to measure the effectiveness of our information security program. As part of this commitment, we require our employees to complete a Cybersecurity Awareness eCourse and acknowledge our Information Security policy each year. In addition, we have an established schedule and process for regular phishing awareness campaigns that are designed to emulate real-world contemporary threats and provide immediate feedback (and, if necessary, additional training or remedial action) to employees.

We have experienced no material information security breaches in the last three years. As such, we have not spent any material amount of capital on addressing information security breaches in the last three years, nor have we incurred any material expenses from penalties and settlements related to a material breach during this same time.

We believe we are adequately insured against losses related to a potential information security breach, and do not carry any cybersecurity insurance.

POLITICAL AND CHARITABLE CONTRIBUTIONS

Our NGS Committee oversees the Company’s political and charitable contributions and other public policy matters. In order to facilitate accountability and informed decision-making with respect to the Company’s political contributions, the NGS Committee has adopted Political and Charitable Contributions Guidelines that apply to contributions or expenditures of corporate funds to various political entities, charitable organizations, and certain causes. Contributions subject to the Guidelines must be approved by a management committee and/or the NGS Committee. All contributions are required to be reported quarterly to the NGS Committee.

BOARD ORIENTATION AND EDUCATION

Each new trustee participates in an orientation program and receives materials and briefings concerning our business, industry, management, and corporate governance policies and practices. We provide continuing education for all trustees through board materials and presentations, discussions with management, and the opportunity to attend external board education programs. In addition, all Board members have access to resources of the NACD through a Company membership.

TRUSTEE INDEPENDENCE

We require that a majority of the Board be independent in accordance with NYSE rules. To determine whether a trustee is independent, the Board must affirmatively determine that there is no direct or indirect material relationship between the Company and the trustee.

 

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Over 85% of the Board is Independent. The Board has determined that all of our trustee nominees are independent except for Ronald L. Havner, Jr. and Joseph D. Russell, Jr. The Board reached this determination after considering all relevant facts and circumstances,

 

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responses to trustee questionnaires, and transactions and relationships, if any, between us, our affiliates, our executive officers, and their affiliates, and each trustee and their affiliates.

 

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The Audit, NGS, and Compensation Committees are 100% Independent. The Audit, NGS, and Compensation Committees are composed exclusively of independent trustees. The Board determined that all members of the Audit Committee satisfied the heightened independence requirements for audit committee members, and all of the members of the Compensation Committee satisfied the heightened independence requirements for compensation committee members, in each case, in accordance with NYSE and SEC rules.

 

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Compensation Committee Interlocks and Insider Participation. No member of the Compensation Committee (i) was, during the year ended December 31, 2021, or had previously been, an officer or employee of the Company, or (ii) had any material interest in a transaction with the Company or a business relationship with, or any indebtedness, to the Company. No interlocking relationships existed during the year ended December 31, 2021, between any member of the Board or the Compensation Committee and an executive officer of the Company.

COMMUNICATIONS WITH THE BOARD

Shareholders and interested parties can communicate with any of the trustees, individually or as a group, by writing to them in care of Corporate Secretary, Public Storage, 701 Western Avenue, Glendale, California 91201. We will forward each communication intended for the Board and received by the Corporate Secretary related to the operation of the Company and not otherwise commercial in nature to the specified party following its clearance through normal security procedures.

TRUSTEE ATTENDANCE

The Board held nine meetings in 2021, including telephonic meetings. We do not have a policy regarding trustee attendance at the annual meeting of shareholders, but expect trustees to attend. Thirteen trustees serving on the Board at that time attended the 2021 annual meeting of shareholders. Each trustee attended over 75% of the aggregate number of Board meetings and committee meetings for the committees on which they served, if any.

 

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COMPENSATION OF TRUSTEES

Trustees who are not also Public Storage employees (non-management trustees) receive compensation for their service. The Board determines the form and amount of compensation for non-management trustees after consideration of the recommendation of the Compensation Committee. The Board has approved the mix of cash and equity compensation described below.

Cash Retainers. Retainers are paid quarterly in cash and are prorated when a trustee joins the Board (or in the case of the Lead Independent Trustee, when an appointment is made) other than at the beginning of a calendar year. Below are the annual retainers that non-management trustees were entitled to receive during 2021 for Board service:

 

Compensation		Amount
Board member		$	120,000
Lead Independent Trustee supplemental retainer		$	20,000
Audit Committee Chair supplemental retainer		$	10,000
Other standing Committee Chair supplemental retainer		$	5,000
Committee Member		$	7,500

Trustee Deferral Program. Pursuant to the Non-Management Trustee Compensation and Deferral Program (the Trustee Deferral Program), non-management trustees may elect to receive all or a portion of their cash retainers either in cash, in shares of unrestricted Common Stock under the 2021 Equity and Performance-Based Incentive Compensation Plan (the 2021 Plan), or in fully-vested deferred stock units under the 2021 Plan.

Non-management trustees must make the election in writing in advance of the calendar year to which the election relates (or, when a non-management trustee joins the Board, within 30 days of joining the Board). If chosen, the shares of unrestricted stock and/or the deferred stock units will be granted to the non-management trustee at the end of each calendar quarter based on the cash retainer earned for that quarter and converted into a number of shares or units based on the closing price for the Common Stock on the NYSE on such date. If a non-management trustee chooses to receive fully-vested deferred stock units, the trustee’s election must also indicate (1) when the units will be settled, such as the trustee’s separation from service (including retirement), a specified future date, or January 1 of the year following a chosen anniversary of the grant date, and (2) whether the units will be settled in a lump sum or in annual installments (not to exceed 10 years). Notwithstanding a trustee’s election, the deferred stock units will be settled in a lump sum upon the trustee’s earlier death or disability or upon an earlier change of control of Public Storage. In any event, the deferred stock units will be settled in shares of Common Stock.

Equity Awards

 

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One-time Onboarding Award. The Company maintains a longstanding practice pursuant to which it grants to each new non-management trustee, upon initial election by the Board or the shareholders to serve as a trustee, a one-time non-qualified stock option to purchase 15,000 shares of Common Stock at an exercise price equal to the closing price for the Common Stock on the NYSE on such date, which vests in three equal annual installments based on continued service.

 

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Annual Option Award. In addition, each non-management trustee annually receives a non-qualified stock option to acquire 5,000 shares of Common Stock, which vests in three equal annual installments based on continued service. The annual grants are made immediately following the annual meeting of shareholders at an exercise price equal to the closing price for the Common Stock on the NYSE on such date.

 

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Upon the retirement of a non-management trustee, the vesting of any equity awards granted to the trustee for his/her service on the Board and not otherwise deferred will accelerate effective on his/her retirement date from the Board. Additional terms and conditions may be set forth in the award agreement governing the non-management trustee’s equity awards. Unless otherwise defined in an award agreement, retirement is defined as a retirement from the Board pursuant to any mandatory retirement policy or at a time when the non-management trustee (x) is at least age 55, (y) has provided Services (as defined in the 2021 Plan) for a minimum of 10 years to the Company, PS Business Parks, their subsidiaries or affiliates, and (z) the sum of his or her age and years of Service is at least 80.

In addition, upon the retirement of a non-management trustee, the trustee may exercise his/her vested options during the one-year period following his/her retirement date from the Board or, if shorter, the period from his/her retirement date from the Board until the expiration of the original term of the options. If not exercised within such period, the vested options will automatically terminate at the end of such period.

Following the retirement of a non-management trustee, any deferred stock units received under the Trustee Deferral Program will be delivered as elected in the trustee’s election form.

Unvested equity awards (RSUs and options) held by non-management trustees who are former Public Storage executives will continue to vest under the terms of the Company’s equity incentive plans for so long as the trustee continues to provide service to the Company. Those awards will not qualify for accelerated vesting as described above upon the retirement of the non-management trustee.

TRUSTEE AND EXECUTIVE OFFICER STOCK OWNERSHIP GUIDELINES

Pursuant to the Board’s stock ownership guidelines, we expect each trustee to beneficially own Common Stock equal in market value to three times the amount of the annual cash retainer for Board member service. Each non-management trustee shall attain his or her ownership within five years from the date of election or appointment.

In 2022, we increased the stock ownership guidelines applicable to our executive officers. Our CEO is expected to beneficially own Common Stock equal in value to six times his or her base salary (increased from five times), and our other executive officers are expected to beneficially own Common Stock equal in value to four times their base salary (increased from three times), in each case within five years of appointment or promotion. In addition, each new executive officer is expected to establish an initial Common Stock ownership position within one year of his or her appointment as an executive officer.

In the event a trustee or executive officer does not attain the target by the applicable date or maintain the target after such date, he or she shall retain shares of the Common Stock equal in value to 50% of the net after-tax shares received upon any stock option exercise or upon the vesting of any RSUs until the applicable ownership target is achieved.

Only shares of Common Stock owned by the non-management trustee or executive officer, vested deferred stock units held by the non-management trustee, shares of Common Stock owned jointly by him/her and his/her spouse, and shares owned by his/her spouse or beneficially for his/her children or in the PS 401(k) Profit Sharing Plan (the 401(k) Plan) are counted for determining compliance with these guidelines. We do not count unvested time-based RSUs or unvested or unexercised stock options when determining compliance with these guidelines. Refer to “Share Ownership of Trustees and Management” on page 71 of this proxy statement for information on beneficial ownership of shares of Common Stock by trustees and management.

 

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The NGS Committee administers these stock ownership guidelines and may modify their terms and grant hardship exceptions in its discretion. As of the date of this proxy statement, all of our non-management trustees who have served for five years or more exceeded his/her stock ownership requirement.

2021 TRUSTEE COMPENSATION

The following table presents the compensation provided by the Company to our trustees for the fiscal year ended December 31, 2021. As noted above under “Compensation of Trustees—Equity Awards,” the Company maintains a longstanding policy pursuant to which it grants new non-management trustees an initial, one-time non-qualified stock option to purchase 15,000 shares of Common Stock. The totals presented below for Mses. Millstone-Shroff and Owen and Messrs. Mitra, Neithercut, and Williams include this one-time award and reflect the impact of increases in the Company’s stock price driven by the continued strong operating and financial performance highlighted throughout this proxy statement.

 

Trustee		Fees earned or paid in cash				Option Awards(1), (2)				Total
Ronald L. Havner, Jr.		$	120,000	(3)		$	206,450			$	326,450
Tamara Hughes Gustavson		$	120,000			$	206,450			$	326,450
Leslie S. Heisz		$	135,000	(4)		$	206,450			$	341,450
Michelle Millstone-Shroff		$	133,500	(5)		$	615,500	(13)		$	749,001
Shankh S. Mitra		$	135,000	(6)		$	655,100	(13)		$	790,100
David J. Neithercut		$	155,000	(7)		$	655,100	(13)		$	810,100
Rebecca Owen		$	133,500			$	615,500	(13)		$	749,000
Kristy M. Pipes		$	145,000			$	206,450			$	351,450
Avedick B. Poladian		$	140,000			$	206,450			$	346,450
John Reyes		$	120,000	(8)		$	206,450			$	326,450
Joseph D. Russell, Jr.(9)			—				—				—
Tariq M. Shaukat		$	127,500	(10)		$	206,450			$	333,950
Ronald P. Spogli		$	140,000	(11)		$	206,450			$	346,450
Paul S. Williams		$	135,000	(12)		$	655,100	(13)		$	790,100

(1)

Reflects the fair value of the grant on April 26, 2021, of stock options to acquire 5,000 shares of Common Stock, except for Joseph D. Russell, Jr. Mr. Russell did not receive any option award grants as a trustee for 2021. For a more detailed discussion of the assumptions used in the calculation of these amounts, refer to Note 11 to the Company’s audited financial statements for the fiscal year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K.

(2)

As of December 31, 2021, each non-management trustee on such date had the following number of options outstanding: Ronald L. Havner, Jr.: 615,000, of which 544,999 were fully vested and exercisable; Tamara Hughes Gustavson: 45,000, of which 34,999 were fully vested and exercisable; Leslie S. Heisz: 25,000, of which 14,999 were fully vested and exercisable; Michelle Millstone-Shroff: 20,000, none of which was fully vested and exercisable; Shankh S. Mitra: 20,000, none of which was fully vested and exercisable; David J. Neithercut: 20,000, none of which was fully vested and exercisable; Rebecca Owen: 20,000, none of which was fully vested and exercisable; Kristy M. Pipes: 20,000, of which 5,000 were fully vested and exercisable; Avedick B. Poladian: 50,000, of which 39,999 were fully vested and exercisable; John Reyes: 485,000, of which 438,999 were fully vested and exercisable; Tariq M. Shaukat: 25,000, of which 11,666 were fully vested and exercisable; Ronald P. Spogli: 50,000, of which 39,999 were fully vested and exercisable; and Paul S. Williams: 20,000, none of which was fully vested and exercisable.

 

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(3)

Pursuant to the Company’s Trustee Deferral Program, Mr. Havner elected to receive his 2021 Board fees in deferred stock units. Each deferred stock unit represents the right to receive one share of Common Stock. Mr. Havner received a total of 404 deferred stock units for 2021. The amount of deferred stock units granted represents the quotient of the dollar amount of the cash retainers earned for each quarter divided by the Company’s closing stock price on the grant date, rounded up to the nearest deferred stock unit. The deferred stock units will be settled in shares of unrestricted Common Stock (i) in a lump sum upon Mr. Havner’s separation from service as a trustee or (ii) in a lump sum upon Mr. Havner’s earlier death or disability or upon a change of control of the Company.

(4)

Pursuant to the Company’s Trustee Deferral Program, Ms. Heisz elected to receive her 2021 Board fees in deferred stock units. Each deferred stock unit represents the right to receive one share of Common Stock. Ms. Heisz received a total of 455 deferred stock units for 2021. The amount of deferred stock units granted represents the quotient of the dollar amount of the cash retainers earned for each quarter divided by the Company’s closing stock price on the grant date, rounded up to the nearest deferred stock unit. The deferred stock units will be settled in shares of unrestricted Common Stock (i) in annual installments over 10 years beginning on January 1 following Ms. Heisz’s separation from services as a trustee or (ii) in a lump sum upon Ms. Heisz’s earlier death or disability or upon a change of control of the Company.

(5)

Pursuant to the Company’s Trustee Deferral Program, Ms. Millstone-Shroff elected to receive 38% of her 2021 Board fees in unrestricted Common Stock. Ms. Millstone-Shroff received a total of 172 shares of unrestricted Common Stock for 2021. The amount of Common Stock granted represents the quotient of the dollar amount of the cash retainers earned for each quarter divided by the Company’s closing stock price on the grant date, rounded up to the nearest share.

(6)

Pursuant to the Company’s Trustee Deferral Program, Mr. Mitra elected to receive his 2021 Board fees in deferred stock units. Each deferred stock unit represents the right to receive one share of Common Stock. Mr. Mitra received a total of 455 deferred stock units for 2021. The amount of deferred stock units granted represents the quotient of the dollar amount of the cash retainers earned for each quarter divided by the Company’s closing stock price on the grant date, rounded up to the nearest deferred stock unit. The deferred stock units will be settled in shares of unrestricted Common Stock (i) in annual installments over 10 years beginning on January 1 following Mr. Mitra’s separation from services as a trustee or (ii) in a lump sum upon Mr. Mitra’s earlier death or disability or upon a change of control of the Company.

(7)

Pursuant to the Company’s Trustee Deferral Program, Mr. Neithercut elected to receive his 2021 Board fees in deferred stock units. Each deferred stock unit represents the right to receive one share of Common Stock. Mr. Neithercut received a total of 522 deferred stock units for 2021. The amount of deferred stock units granted represents the quotient of the dollar amount of the cash retainers earned for each quarter divided by the Company’s closing stock price on the grant date, rounded up to the nearest deferred stock unit. The deferred stock units will be settled in shares of unrestricted Common Stock (i) in annual installments over 10 years beginning on January 1 following Mr. Neithercut’s separation from services as a trustee or (ii) in a lump sum upon Mr. Neithercut’s earlier death or disability or upon a change of control of the Company.

(8)

Pursuant to the Company’s Trustee Deferral Program, Mr. Reyes elected to receive his 2021 Board fees in deferred stock units. Each deferred stock unit represents the right to receive one share of Common Stock. Mr. Reyes received a total of 404 deferred stock units for 2021. The amount of deferred stock units granted represents the quotient of the dollar amount of the cash retainers earned for each quarter divided by the Company’s closing stock price on the grant date, rounded up to the nearest deferred stock unit. The deferred stock units will be settled in shares of unrestricted Common Stock (i) in annual installments over 10 years beginning on January 1 following Mr. Reyes’s separation from services as a trustee or (ii) in a lump sum upon Mr. Reyes’s earlier death or disability or upon a change of control of the Company.

(9)	Joseph D. Russell, Jr., did not receive any compensation for his service as a trustee in 2021.

(10)

Pursuant to the Company’s Trustee Deferral Program, Mr. Shaukat elected to receive his 2021 Board fees in deferred stock units. Each deferred stock unit represents the right to receive one share of Common Stock. Mr. Shaukat received a total of 431 deferred stock units for 2021. The amount of deferred stock units granted represents the quotient of the dollar amount of the cash retainers earned for each quarter divided by the Company’s closing stock price on the grant date, rounded up to the nearest deferred stock unit. The deferred stock units will be settled in shares of unrestricted Common Stock (i) in a lump sum upon Mr. Shaukat’s separation from service as a trustee or (ii) in a lump sum upon Mr. Shaukat’s earlier death or disability or upon a change of control of the Company.

(11)

Pursuant to the Company’s Trustee Deferral Program, Mr. Spogli elected to receive his 2021 Board fees in deferred stock units. Each deferred stock unit represents the right to receive one share of Common Stock. Mr. Spogli received a total of 471 deferred stock units for 2021. The amount of deferred stock units granted represents the quotient of the dollar amount of the cash retainers earned for each quarter divided by the Company’s closing stock price on the grant date, rounded up to the nearest deferred stock unit. The deferred stock units will be settled in shares of unrestricted Common Stock (i) in a lump sum on January 1 of the calendar year following Mr. Spogli’s separation from service as a trustee or (ii) in a lump sum upon Mr. Spogli’s earlier death or disability or upon a change of control of the Company.

(12)

Pursuant to the Company’s Trustee Deferral Program, Mr. Williams elected to receive 65% of his 2021 Board fees in deferred stock units. Each deferred stock unit represents the right to receive one share of Common Stock. Mr. Williams received a total of 295 deferred stock units for 2021. The amount of deferred stock units granted represents the quotient of the dollar amount of the cash retainers earned for each quarter divided by the Company’s closing stock price on the grant date, rounded up to the nearest deferred stock unit. The deferred stock units will be settled in shares of unrestricted Common Stock (i) in annual installments over 10 years beginning on January 1 following Mr. Williams’s separation from services as a trustee or (ii) in a lump sum upon Mr. Williams’s earlier death or disability or upon a change of control of the Company.

(13)

Includes the fair value of a one-time initial trustee grant of 15,000 options to Mr. Mitra, Mr. Neithercut, and Mr. Williams on January 1, 2021, and to Ms. Millstone-Shroff and Ms. Owen on January 5, 2021, in connection with their appointment as new trustees. Each of these awards will vest ratably over three years.

 

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Proposal 2: Approve Executive Compensation

 

 

Proposal 2:

Advisory Vote to Approve

Executive Compensation

 

 

 

				Approve, on an advisory basis, the compensation paid to the Company’s NEOs as discussed and disclosed in the CD&A, the compensation tables, and any related material contained in this proxy statement.
				RECOMMENDATION:   Vote FOR the approval, on an advisory basis, of the compensation of the Company’s NEOs

 

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PROPOSAL 2

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

 

 

EXECUTIVE SUMMARY

Pursuant to Section 14A of the Securities Exchange Act of 1934 (the Exchange Act), we provide our shareholders the opportunity to vote on the compensation program for our NEOs through a nonbinding annual advisory vote (Say-on-Pay proposal). Although the vote on the Say-on-Pay proposal is advisory and nonbinding, the Compensation Committee values the opinions of our shareholders and will continue to consider the outcome of the vote and other sources of shareholder feedback when making future compensation decisions.

In 2021, we achieved record Company performance, including record revenues of $3.4 billion, NOI of $2.5 billion, and Core FFO per share of $12.93. We successfully executed against the corporate strategy detailed at our 2021 Investor Day, accelerating our portfolio growth through acquisitions, development, redevelopment, and our third-party management platform, achieving organic growth powered by innovation, and deploying our growth-oriented balance sheet while expanding career opportunities for our front-line teammates and increasing employee engagement. Our strategy, including a focus on the health and safety of our customers and employees, has further positioned the Company for sustainable long-term growth and value creation.

We believe our compensation program for NEOs helped Public Storage deliver strong performance in 2021, despite the ongoing challenges of the COVID-19 pandemic.

We are asking our shareholders to indicate their support for the compensation of our NEOs as disclosed in this proxy statement by voting “FOR” the following resolution:

“RESOLVED, that the shareholders of Public Storage approve, on an advisory basis, the compensation paid to Public Storage’s Named Executive Officers, as disclosed in this proxy statement for the Annual Meeting pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the narrative discussion that accompanies the compensation tables.”

VOTE REQUIRED AND RECOMMENDATION

The affirmative vote of a majority of the votes cast is necessary for the approval, on an advisory basis, of the compensation of our NEOs. For purposes of the vote on this proposal, abstentions and broker non-votes will not affect the vote.

The Board recommends a vote FOR approval

of our executive compensation

as described in this proxy statement.

 

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OUR NAMED EXECUTIVE OFFICERS

The following executive officers were NEOs in 2021:

 

•

Joseph D. Russell, Jr., age 62—Please see Mr. Russell’s biography in the section entitled “Proposal 1: Election of Trustees” in this proxy statement on page 24.

 

•

H. Thomas Boyle, age 39—Mr. Boyle has served as our Chief Financial Officer (CFO) since January 1, 2019. Previously, Mr. Boyle was Vice President and Chief Financial Officer, Operations, of the Company since joining the Company in November 2016. Prior to joining the Company, Mr. Boyle served in roles of increasing responsibilities with Morgan Stanley since 2005, from his initial role as analyst to his last role as Executive Director, Equity and Debt Capital Markets.

 

•

Natalia N. Johnson, age 45—Ms. Johnson has served as our Chief Administrative Officer since August 2020. Previously, Ms. Johnson was Senior Vice President, Chief Human Resources Officer, from April 2018 and prior to that was the Senior Vice President of Human Resources, a position she held since joining the Company in July 2016. Prior to joining Public Storage, Ms. Johnson held a variety of senior management positions at Bank of America, including Chief Operating Officer for Mortgage Technology and Human Resources Executive for the Mortgage Business, and worked for Coca-Cola Andina and San Cristóbal Insurance.

 

•

Nathaniel A. Vitan, age 48—Mr. Vitan has served as Senior Vice President, Chief Legal Officer and Corporate Secretary since April 2019 and previously served as Vice President and Chief Counsel—Litigation & Operations since joining the Company in June 2016. Prior to joining Public Storage, he was Assistant General Counsel for Altria Client Services LLC from 2008 to 2016 and was a Trial and Appellate Practice attorney at Latham & Watkins LLP.

 

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COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

This CD&A provides a detailed description of our executive compensation philosophy and program and the factors we believe shareholders should consider in evaluating our Say-on-Pay proposal.

OVERVIEW OF COMPENSATION PHILOSOPHY AND PRACTICES

Record Performance While Further Positioning the Company for Sustainable Growth

We achieved record Company performance in 2021, including record revenues, record NOI, and record Core FFO per share, and we successfully executed against the corporate strategy detailed at our 2021 Investor Day. The Company focused on our people and customers, innovation-powered organic growth, multi-factor external growth, the utilization of our growth-oriented balance sheet, and sustainable long-term growth and value creation, while navigating the continuing effects of the COVID-19 pandemic.

Highlights from our record performance include:

 

 

 

(1)

NOI and Core FFO per share are non-GAAP measures. Refer to pages 26, 42, and F-29 of our Annual Report on Form 10-K filed on February 22, 2022 for information regarding NOI, including a reconciliation to GAAP net income. Refer to Appendix A for information regarding Core FFO per share, including a reconciliation to GAAP diluted earnings per share.

 

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The Company strengthened its leadership position among the self-storage REITs through continued income generation and margin out-performance, reflecting the tangible competitive advantages and unique operating model transformation detailed at our 2021 Investor Day.

 

 

*	Same-store metrics per Company disclosures.

We also strengthened our leadership position with respect to external growth during 2021, expanding our portfolio square footage by 13% through the acquisition, development, and redevelopment of self-storage properties comprising 23.4 million square feet at a cost of $5.4 billion. We have expanded our portfolio, adding more square footage than our REIT peers combined since the beginning of 2019, creating significant growth and value when combined with our record operating performance.

 

 

 

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Organic Growth Powered by Innovation		•  Achieved record same store performance including:   •  96.3% average occupancy   •  $18.75 average rents per occupied square foot   •  10.5% revenue growth   •  15.0% direct NOI growth   •  78.8% direct NOI margin   •  Enhanced nearly 500 properties through Property of Tomorrow, a comprehensive upgrade and rebranding program that improves the customer experience   •  Online, contactless eRental® lease accounted for approximately 50% of move-ins versus 28%, on average, for the online leases of our self-storage REIT peers   •  Our Public Storage App, which provides customers with convenient phone-based digital gate access, bill payment, and account management capabilities, has been downloaded over 1.1 million times and received a 4.6 out of 5.0 rating in the Apple App Store versus a 2.3 rating, on average, for the less comprehensive apps of our three self-storage REIT peers   •  AI-based bots in the customer care call center accounted for approximately 25% of customer service interactions following implementation   •  Added 75 self-service kiosks across the portfolio as part of our operating model transformation   •  Achieved average of 4.8 out of 5.0 stars from customers in Google Reviews
Multi-Factor Acceleration of Portfolio Growth		•  Acquired 232 properties, adding 21.8 million square feet to our portfolio at a total cost of $5.1 billion—the highest acquisition volume since 2006   •  Delivered 16 developed and redeveloped properties at a total cost of $218 million—adding 1.6 million square feet to our portfolio—through the only in-house development program among self-storage REITs   •  Maintained a development pipeline comprising 4.6 million square feet at a total cost of $800 million for future growth and value creation   •  Added 79 properties to our third-party management platform and acquired 25 properties from our third-party management program
Our Growth-Oriented Balance Sheet		•  Issued $5.1 billion of unsecured notes (including $828 million dollar equivalent of euro-denominated notes) at an average rate of 1.4% to fund portfolio growth   •  Issued $1.2 billion of preferred equity at an average rate of 4.0% to refinance $1.2 billion of existing preferred equity with an average rate of 5.1%   •  Maintained a growth-oriented balance sheet—one of the strongest in the REIT industry—at 4.2x net debt plus preferred to trailing twelve month EBTIDA   •  One of only two U.S. REITs to achieve Moody’s A2 and S&P A credit ratings

 

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Our People		•  Achieved diverse workforce comprising approximately 68% females and 52% people of color   •  Established new career paths for our Property Managers and Customer Care Center employees, promoting upward mobility through increased advancement opportunities   •  Promoted 455 Property Managers due to outstanding field leadership and customer service   •  Continued the PS Cares Emergency Fund, which provides enhanced benefits to help employees manage through the ongoing COVID-19 pandemic   •  Continued to provide rent-free housing, including utilities, to 30% of our property workforce   •  Increased non-resident property employee wages by an average of 7.5%, bringing our average wage for property employees who do not receive rent- and utility-free housing to $15   •  Completed 440,000 training events (averaging over 79 hours per employee) to optimize internal skills development and advancement   •  Over 78,000 badges of appreciation as part of our employee recognition program, a 46% increase over 2020   •  Improved overall employee engagement score from 76% to 79% engaged in the fourth quarter of 2021 based on our employee engagement surveys

Our strategic and operational strengths resulted in the following total shareholder returns over the one-year and three-year periods:

 

PSA Total Shareholder Returns
One Year (ended December 31, 2021)		Three Years (ended December 31, 2021)
67%		27% (annualized)
•  9th Best Performer out of 29 S&P 500 REITs   •  71st Percentile Ranking vs. S&P 500 REITs   •  28th Best Performer in the MSCI US REIT Index out of 137   •  80th Percentile Ranking vs. MSCI US REIT Index Constituents		•  10th Best Performer out of 29 S&P 500 REITs   •  67th Percentile Ranking vs. S&P 500 REITs   •  33rd Best Performer in the MSCI US REIT Index out of 133   •  76th Percentile Ranking vs. MSCI US REIT Index Constituents

 

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Our Compensation Philosophy and Practices Align Executive Pay with Performance and Long-Term Value-Creation

The Board and the Compensation Committee believe that it is critical to Public Storage’s long-term success to:

 

•

attract and retain exceptional executives in a competitive labor market;

 

•

create the proper incentives that encourage executive share ownership and align executive compensation with Company performance and the creation of long-term value;

 

•

motivate our executives to achieve the Company’s performance goals by putting a substantial portion of each executive’s compensation “at risk” and by tying a significant portion of executive compensation to the Company’s achievement of pre-established performance criteria; and

 

•

provide a total compensation package that is competitive and appropriate to each executive’s experience, responsibilities, and performance.

The following key features of our compensation program reflect our philosophy:

 

What We Do				What We Don’t Do
☑   Substantial portion of our NEOs’ compensation is “at risk”   ☑   High percentage of executive compensation in equity   ☑   Long equity vesting periods promote retention and align pay with long-term value creation   ☑   Robust stock ownership guidelines and strong clawback provisions   ☑   Long-term equity compensation impacted by a relative performance metric   ☑   Double-trigger for accelerated vesting of equity upon a change in control				☒   No employment, “golden parachute,” or severance agreements with our NEOs   ☒   No guaranteed bonus arrangements with our NEOs except for new hires   ☒   No excessive perquisites   ☒   No repricing of stock options   ☒   No tax gross ups   ☒   No supplemental retirement plans   ☒   No hedging against price fluctuations in the Company’s securities

 

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Our Compensation Process is Disciplined, Balanced, and Responsive to Our Shareholders

The Compensation Committee determines our compensation philosophy and makes all final compensation decisions for our CEO and other NEOs. It has the authority to select, retain, and terminate advisors and other experts (including independent compensation consultants) as it deems appropriate, and in 2021 it retained Ferguson Partners Consulting (Ferguson). Our performance review process for NEOs includes the following features:

 

The factors the Compensation Committee considers in making all final compensation decisions for our NEOs include:

Company Performance, Strategic Execution, and Individual Performance. The Compensation Committee considers the Company’s annual and long-term financial performance in light of operating conditions; management’s execution against the Company’s strategic plan and their goals, with a focus on management’s contributions to long-term value creation; and established priorities and goals.

Board and CEO Views. The Compensation Committee solicits the views of the Board on performance of all NEOs, particularly for Mr. Russell.

The Compensation Committee also solicits Mr. Russell’s views on (1) compensation of the other NEOs and (2) Company-wide compensation matters. The Compensation Committee, at its discretion, may also solicit the views of other members of the management team, including our Chief Administrative Officer. Mr. Russell does not vote on items before the Compensation Committee and is not present during the Compensation Committee’s discussion and determination of his compensation. The Compensation Committee sets the CEO’s base salary, bonus, and equity compensation using its independent judgment and analysis.

Appropriate Pay Mix and Use of Deferred Compensation Subject to Lengthy Vesting Periods. The Compensation Committee considers what mix of cash and equity compensation attracts and retains exceptional talent and properly incentivizes management to focus on the creation of long-term value without excessive risk-taking. In this regard, the Compensation Committee believes that emphasizing the use of equity compensation (primarily in the form of performance-based RSUs and performance-based stock options) with long vesting periods—longer than any of our peer companies—is a highly effective way of incentivizing our executives to remain with the Company and focus on long-term value creation. Through the use of long vesting periods, we link our NEOs’ realized compensation to our long-term stock performance.

 

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Shareholder Engagement and Feedback. We believe in maintaining an ongoing dialogue with our shareholders and seek their feedback on a wide range of issues, including our compensation practices. Our 2021 compensation program reflects enhancements that we made in response to shareholder feedback, including the introduction of a relative performance metric. The TSR modifier added to the multi-year performance-based stock option award program will adjust the payout up or down by 25% based on relative performance as compared to both the REITs in the S&P 500 (excluding our performance) and self-storage peers.

Every year we provide our shareholders the opportunity to vote on an advisory basis on our NEO compensation, and we consider this to be one measure of shareholder support for our compensation program. Our Say-on-Pay proposal received 97.0% support in 2021, which we believe reflects shareholder support for ongoing improvements we have made to our executive compensation programs since 2019.

 

 

The Compensation Committee is committed to continuing to strengthen the alignment of our executive compensation programs with the Company’s strategy and focus on long-term value creation.

 

 

Compensation Surveys and Other Market Data. Each component of compensation we pay to our NEOs—salary, cash bonuses, and equity—is based on the Compensation Committee’s assessment of each individual’s job scope and responsibilities and consideration of market compensation. In balancing these and other considerations, including the feedback of our shareholders, the Compensation Committee uses comparison data from various companies to guide in its review and determination of the various components of our executive compensation plans, including total target compensation and the appropriate mix of cash and equity compensation. The Compensation Committee uses market compensation information to:

 

•

understand how other public companies design executive compensation plans to align executive pay with long-term value creation; and

 

•

assist the Company in offering competitive compensation levels to attract and retain exceptional executives in the diverse industry sectors within which we compete for executive talent.

 

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Market data is part of the diverse toolkit the Compensation Committee uses to set fair and competitive compensation levels that help drive the creation of long-term value while mitigating undue risk-taking and attracting and retaining top talent.

The Compensation Committee has the sole authority to engage and terminate any compensation consultant to assist in the evaluation of trustee or executive compensation, and has the sole authority to approve the fees and other terms of retention of such compensation consultants.

In 2021, the Compensation Committee engaged Ferguson as its independent compensation consultant to assist with its review of compensation for the senior management team. Ferguson advised the Compensation Committee on a variety of subjects, including peer group benchmarking, compensation plan design and trends, pay-for-performance analytics, and other compensation topics. While Ferguson provided data and analyses and made recommendations for the compensation program, the Compensation Committee made all decisions regarding the compensation of the NEOs.

The Compensation Committee annually reviews the composition of our peer group to ensure that each company’s relevant attributes remain comparable to ours. We are one of the largest REITs, ranking fifth among U.S. REITs based on total capitalization and fourth based on equity market capitalization as of December 31, 2021. The Compensation Committee believes it is appropriate to focus on companies within the real estate sector, including REITs, as well as other respected companies from other industries with similarly large market capitalization and asset, operational, and employee footprints. These are representative companies that face many of the same strategic and operational considerations we do and against which we compete for executive talent:

 

Rationale for Inclusion		Companies Included
S&P 500 Self-Storage REITs (1)		Extra Space
Non-S&P 500 Self-Storage REITs (2)		CubeSmart, Life Storage
S&P 500 REITs with at least 1,000 employees (10)		AvalonBay, Crown Castle, Digital Realty, Equinix, Equity Residential, Essex, Prologis, Simon Property, Vornado, Weyerhaeuser
Other S&P 500 REITs (4)		Boston Properties, Realty Income, Ventas, Welltower
Non-REITs with relevant asset, operational, and employee footprints (2)		Domino’s Pizza, Yum Brands

 

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For 2021, our peer group comprised the following companies:

 

Company		Industry				Total   Capitalization   ($MM)
Prologis, Inc.			Industrial			$	149,760
Crown Castle International Corp.			Communications			$	117,185
Equinix, Inc.			Data Center			$	91,601
Simon Property Group, Inc.			Regional Mall			$	86,482
Public Storage			Self-Storage			$	77,360
Digital Realty Trust, Inc.			Data Center			$	67,116
Realty Income Corporation			Other Retail			$	58,367
Welltower Inc.			Health Care			$	54,117
Yum! Brands, Inc.*			Restaurants			$	51,888
Equity Residential			Multifamily			$	43,840
AvalonBay Communities, Inc.			Multifamily			$	43,572
Extra Space Storage Inc.			Self-Storage			$	38,419
Weyerhaeuser Company			Timber			$	35,995
Boston Properties, Inc.			Office			$	35,021
Ventas, Inc.			Health Care			$	33,012
Essex Property Trust, Inc.			Multifamily			$	30,302
Domino’s Pizza, Inc.*			Restaurants			$	25,538
Vornado Realty Trust			Office			$	19,154
CubeSmart			Self-Storage			$	16,136
Life Storage, Inc.			Self-Storage			$	15,843

Source: S&P Capital IQ, year to date as of December 31, 2021. Domino’s Pizza, Inc. and Yum! Brands, Inc. reflect Total Enterprise Value as of December 31, 2021.

 

*	Denotes peers outside of the real estate sector with relevant asset, operational, and employee footprints.

 

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The Compensation Committee evaluates our peer group annually and may make adjustments or refinements to this peer group based on new or changed circumstances, including the relevant size or operations of our peers relative to ours. For each of the last two years, in 2019 and 2020, the composition of the peer group has remained the same. In January 2021, the Committee worked with Ferguson to update the peer set as it looked to set 2021 compensation.

 

 

The prior iteration of the peer group contained American Tower Corporation, Brookfield Property REIT, Inc., Chipotle Mexican Grill, Inc., Healthpeak Properties, Inc., and Host Hotels & Resorts, Inc., all of which were removed in January 2021 in favor of the following additions: Domino’s Pizza, Inc., Digital Realty Trust, Inc., and Realty Income Corporation. These changes in peer group composition are all reflected in the graphic above as well as in the peer group table itself.

OUR 2021 NEO COMPENSATION PROGRAM

The Compensation Committee designed the 2021 compensation program to be consistent with our pay-for-performance philosophy. Given the 97.0% support expressed by shareholders for the 2020 compensation program, the Compensation Committee largely retained the design of the 2020 compensation program, subject to certain further enhancements. The following are the key components of the Company’s 2021 compensation program. The Compensation Committee’s ultimate 2021 performance awards are described in the section that follows.

 

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Incentivizing and Rewarding Performance through At-Risk Pay

Our executive compensation design is simple, effective, and links pay to performance and the creation of long-term value. We pay our NEOs a mix of cash and equity, the substantial majority of which is “at risk” and tied to achieving performance objectives set by the Compensation Committee in light of the Company’s long-term strategy and the current business environment. We promote responsible growth and risk management and align the interests of our executives with the interests of our shareholders by using performance-based equity awards that are subject to long, above-market vesting periods as the predominant form of compensation. The main elements of our executive compensation program are summarized as follows:

 

Compensation Type				Pay Element		Primary Objectives
Fixed               Pay		Cash Compensation		Base Salary		•  The only fixed element of compensation, provides stable income and compensation for day-to-day responsibilities •  Helps attract and retain exceptional talent
At-Risk   Pay				Annual Performance-Based Bonus		•  Aligns compensation with business strategy •  Motivates and rewards achievement of predefined annual financial and strategic goals
		Equity Compensation		Performance-Based RSUs   Multi-Year Performance-Based Stock Options		•  Drive sustainable performance through achievement of predetermined financial and other goals •  Align the interest of executives with those of shareholders •  Help retain executive talent through extended vesting schedule (5 years)

2021 At-Risk Compensation Our NEOs

We believe that paying a significantly larger percentage of total compensation to our NEOs in performance-based cash and equity incentive awards advances our pay-for-performance compensation philosophy. The following charts depict for Mr. Russell, our CEO, and for all of our NEOs together, the split between (i) compensation tied to the achievement of performance goals, consisting of performance-based options, performance-based RSUs, and annual cash incentive awards, and (ii) compensation not tied to performance goals, consisting of base salary. The amounts below include performance-based options, performance-based RSUs, and annual cash incentive awards that would have been paid assuming target achievement for 2021 and exclude the COVID-19 modifications made to the 2020 RSUs at the beginning of 2021.

 

2021 CEO Compensation		2021 NEO Compensation

 

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CASH COMPENSATION

Base Salaries. Consistent with the Compensation Committee’s philosophy that executive compensation should be more heavily weighted towards performance-based, at-risk compensation, the Compensation Committee set the following base salaries for our NEOs, which comprise a small percentage of each NEO’s potential compensation when compared to performance-based, at-risk compensation:

 

Executive		2021 Base Salary(1)
Joseph D. Russell, Jr.			$	800,000
H. Thomas Boyle			$	550,000
Natalia N. Johnson			$	500,000
Nathaniel A. Vitan			$	425,000

(1)

Reflects annualized salary. Mr. Russell’s annual salary was increased from $700,000 to $800,000, and Mr. Vitan’s salary was increased from $350,000 to $425,000 in March 2021 to better align with peer practices, based in part on a market analysis prepared by the Compensation Committee’s independent compensation consultant.

2021 Annual Cash Incentive Program. Similar to 2020, the Compensation Committee structured the 2021 annual cash incentive program to be based both on a financial performance metric and on achievement of Company goals, with 60% of the award based on NOI goals and 40% of the award based on the achievement of predefined Company goals directly tied to the execution of the Company’s long-term strategic plan.

 

 

The Compensation Committee selected NOI as the performance metric because NOI measures growth in the profitability of our income-generating real estate assets and is widely used by shareholders to evaluate the performance and net asset value of the Company. In the Compensation Committee’s view, NOI growth measures fundamental components of long-term value creation, including: (a) a growing and diversified portfolio of properties located in the right markets; (b) a superior operating platform; (c) a strong brand, well-maintained properties, and an excellent customer experience; (d) hiring and developing the right people; and (e) a disciplined capital allocation strategy.

NOI for these purposes was defined as all revenues from property operations less all direct and indirect operating expenses (excluding depreciation) and including NOI from the Company’s ancillary operations, such as tenant insurance and merchandise.

The NOI target for 2021 was set at the Company’s 2021 budgeted NOI of $2.2 billion, which was based on strategic and financial forecasts and competitive conditions at the start of 2021. The 2021 budgeted NOI was set 7.5% higher than actual 2020 NOI, a significant increase. For every 1% deviation in actual 2021 NOI from the budgeted amount, the annual cash incentive award was adjusted up or down by

 

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