DEF 14A of Public Storage, Mar 28, 2025

DEF 14A of Public Storage

Filed Mar 28, 2025 · FY20240000950170-25-046747

Open on EDGAR

  1. TRUSTEE NOMINEE BIOGRAPHIES

    TRUSTEE NOMINEE BIOGRAPHIES

  2. TRUSTEE NOMINEE BIOGRAPHIES

    | Ronald L. Havner, Jr. Chairman | | | Age: 67 Trustee since: 2002 | 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 serves as a director of AvalonBay Communities, Inc. (NYSE: AVB). He previously served as Chairman of the Board of Public Storage’s affiliate, Shurgard Self Storage SA (Shurgard) (EURONEXT: SHUR), from October 2018 until May 2023. Mr. Havner also previously served as Chairman of the Board of PS Business Parks, Inc. (PS Business Parks) (previously listed on the NYSE) from March 1998 until its sale in July 2022. He was the 2014 Chairman of the Board of Governors of Nareit. Key Reasons for Nomination: Mr. Havner’s qualifications for election to the Board include his extensive leadership experience and Company and industry knowledge. Having served at Public Storage for almost 40 years, including 17 years as Chief Executive Officer, Mr. Havner provides an invaluable perspective in Board discussions about the historic operations and strategic direction of the Company. |

  3. TRUSTEE NOMINEE BIOGRAPHIES

    | Tamara Hughes Gustavson Real Estate Investor Philanthropist | | | Age: 63 Trustee since: 2008 Independent Trustee | 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 ten years, Ms. Gustavson has supervised her personal business investments and engaged in charitable activities. Ms. Gustavson currently serves on the Board of Trustees of American Homes 4 Rent (NYSE: AMH), 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 9.9% of the Company’s common shares. Key Reasons for Nomination: Ms. Gustavson’s qualifications for election to the Board include her knowledge of the Company and its business and her public company board experience. In addition, as the largest individual shareholder of the Company, Ms. Gustavson provides the Board with a shareholder’s perspective on the operations and strategic direction of the Company. |

  4. TRUSTEE NOMINEE BIOGRAPHIES

    | Maria R. Hawthorne Retired Chief Executive Officer of PS Business Parks, Inc. | | | Age: 65 Trustee since: 2024 Independent Trustee Committees: Audit | Ms. Hawthorne joined the Board in 2024. She served as President and Chief Executive Officer of PS Business Parks (previously listed on the NYSE) from August 2015 and July 2016, respectively, until her retirement in September 2020. She also served as PS Business Parks’s Interim Chief Operating Officer from January 2022 until its sale in July 2022. Ms. Hawthorne previously served as PS Business Parks’s Chief Financial Officer from September 2017 to September 2018, its Executive Vice President, Chief Administrative Officer from July 2013 to August 2015, and in various other management roles since 1994. Prior to joining PS Business Parks, Ms. Hawthorne held several management positions with American Office Park Properties from 1988 to 1994. Ms. Hawthorne has been a member of the Board of Directors of Essex Property Trust (NYSE: ESS) since March 2020 and of ASGN Incorporated (NYSE: ASGN) since June 2021. Previously, Ms. Hawthorne served as a director of PS Business Parks from July 2016 until its sale in July 2022. Key Reasons for Nomination: Ms. Hawthorne’s qualifications for election to the Board include her expertise in commercial real estate, financial and operational strategies, acquisitions and development, capital markets, enterprise risk management, and leadership development. She is an experienced public company director with extensive audit committee experience. |

  5. TRUSTEE NOMINEE BIOGRAPHIES

    | Shankh S. Mitra Chief Executive Officer of Welltower Inc. | | | Age: 44 Trustee since: 2021 Independent Trustee Committees: CHC | Mr. Mitra joined the Board in January 2021. He has served as the Chief Executive Officer of Welltower Inc. (NYSE: WELL), a publicly traded real estate investment trust that invests in seniors housing operators, post-acute providers, and health systems, since October 2020. Previously, Mr. Mitra served as Welltower Inc.’s Chief Investment Officer from August 2018 to January 2023, Senior Vice President—Investments from January 2018 to August 2018, and Senior Vice President—Finance & Investments from January 2016 to January 2018. From July 2013 to October 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. Key Reasons for Nomination: Mr. Mitra’s qualifications for election to the Board include his extensive experience as a public company executive and director, including as Chief Executive Officer and director of a large REIT, his extensive experience owning, operating, acquiring, and developing real estate, his enterprise risk management expertise, and his financial acumen and expertise in mergers and acquisitions and capital allocation. |

  6. TRUSTEE NOMINEE BIOGRAPHIES

    | Rebecca Owen Retired President of CEI Realty, Inc. Former Chief Legal Officer of Clark Enterprises, Inc. | | | Age: 63 Trustee since: 2021 Independent Trustee Committees: CHC NGS | Ms. Owen joined the Board in January 2021. Ms. Owen has served as the Chair 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, from 2015 to 2019, and Chief Legal Officer of Clark Enterprises from 1995 to 2017. Ms. Owen has served on the Board of Directors of Willscot Mobile Mini Holdings Corp. (NASDAQ: WSC) since November 2021. In addition, Ms. Owen has served on the Board of Directors of Carr Properties, a private real estate investment trust, since 2013, on the Board of Directors of The Feil Organization, a private commercial real estate investment and management company, since 2022, and as Chair of 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. Key Reasons for Nomination: Ms. Owen’s qualifications for election to the Board include her extensive experience acquiring, developing, owning, and managing commercial real estate, including as President of a large, diversified, private real estate firm, her significant financial, risk management, and legal expertise, and, through her board experience, her valuable insight into human resources and corporate governance matters. |

  7. TRUSTEE NOMINEE BIOGRAPHIES

    | Kristy M. Pipes Former Managing Director and Chief Financial Officer of Deloitte Consulting | | | Age: 65 Trustee since: 2020 Lead Independent Trustee Committees: Audit (Chair) NGS | Ms. Pipes joined the Board in October 2020. Ms. Pipes previously served as Managing Director and Chief Financial Officer of Deloitte Consulting, an international management consultancy firm, 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 serves on the Boards of Directors of AECOM (NYSE: ACM), ExlService Holdings, Inc. (NASDAQ: EXLS), and Savers Value Village (NYSE: SVV). She also served as a director of PS Business Parks (previously listed on the NYSE) from July 2019 until its sale in July 2022. Key Reasons for Nomination: Ms. Pipes’s qualifications for election to the Board include her extensive finance and financial reporting expertise and experience, including her experience as a chief financial officer. Ms. Pipes also brings deep management, leadership, and risk management experience to the Board, having held several senior leadership positions during her career, as well as cybersecurity and data privacy experience. |

  8. TRUSTEE NOMINEE BIOGRAPHIES

    | Avedick B. Poladian Retired Executive Vice President and Chief Operating Officer of Lowe Enterprises | | | Age: 73 Trustee since: 2010 Independent Trustee Committees: CHC (Chair) Audit | 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. Mr. Poladian serves as a director of funds managed by Western Asset Management, 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 Director Emeritus of 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). Key Reasons for Nomination: Mr. Poladian’s qualifications for election to the Board include his expertise and experience in real estate investing and operations, including as a result of his service as the chief operating officer and chief financial officer of a large diversified real estate company, and his expertise in finance, accounting, and financial reporting, including as a result of his experience as an auditor and senior executive at a national accounting firm. Through his experience with other public companies, Mr. Poladian also brings valuable insight into our business and corporate governance. |

  9. TRUSTEE NOMINEE BIOGRAPHIES

    | John Reyes Retired Senior Vice President and Chief Financial Officer of Public Storage | | | Age: 64 Trustee since: 2019 Independent Trustee Committees: Audit | 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. Key Reasons for Nomination: Mr. Reyes’s qualifications for election to the Board include his extensive expertise and experience with the Company’s finances, accounting, financial reporting, and risk management, given his experience in having served as the Company’s Chief Financial Officer for more than 20 years. Mr. Reyes provides invaluable perspective in Board discussions about the historic operations and strategic direction of the Company. |

  10. TRUSTEE NOMINEE BIOGRAPHIES

    | Joseph D. Russell, Jr. President and Chief Executive Officer of Public Storage | | | Age: 65 Trustee since: 2019 | 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 (previously listed on the NYSE) from August 2002 until July 2016. Mr. Russell served on the Board of Directors of PS Business Parks from August 2003 until its sale in July 2022. Mr. Russell serves on the Executive Committee of 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. Key Reasons for Nomination: Mr. Russell’s qualifications for election to the Board include his leadership experience and Company and industry knowledge, including his over 30-year involvement with publicly traded REITs and extensive experience with self-storage and other types of real estate. Mr. Russell provides management’s perspective in Board discussions about the operations and strategic direction of the Company. |

  11. TRUSTEE NOMINEE BIOGRAPHIES

    | Tariq M. Shaukat Chief Executive Officer of Sonar | | | Age: 52 Trustee since: 2019 Independent Trustee Committees: Audit | Mr. Shaukat joined the Board in July 2019. He has been Chief Executive Officer of Sonar, a clean code solution provider, since July 2024, and prior thereto he was co-Chief Executive Officer since August 2023. Prior to that, Mr. Shaukat was President of Bumble Inc. from July 2020 to August 2023. He also served as President of Google Cloud at Google LLC from 2016 to 2020, where he oversaw go-to-market operations and product and engineering for industry solutions powered by artificial intelligence and machine learning. Before joining Google LLC, 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 serves on the Board of Directors of GAP, Inc. (NYSE: GPS). Key Reasons for Nomination: 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 international experience and his proven leadership and unique perspective to the Board. |

  12. TRUSTEE NOMINEE BIOGRAPHIES

    | Ronald P. Spogli Co-Founder of Freeman Spogli & Co. Former Ambassador to the Italian Republic and the Republic of San Marino | | | Age: 77 Trustee since: 2010 Independent Trustee Committees: NGS (Chair) CHC | 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 $5.9 billion in 71 portfolio companies with an aggregate transaction value of over $29 billion and has completed over 250 add-on acquisitions with its portfolio companies. 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 on the Board of Overseers of the Hoover Institution at Stanford University 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. Previously, Mr. Spogli served as the Vice Chair of The J. Paul Getty Trust. Key Reasons for Nomination: Mr. Spogli’s qualifications for election to the Board include investing and investment management expertise and his broad-ranging board and executive experience. In addition, Mr. Spogli’s experience in government and international relations provides helpful insight in the European countries where Public Storage has investments. |

  13. TRUSTEE NOMINEE BIOGRAPHIES

    | Paul S. Williams Retired Partner, Major, Lindsey & Africa Former President, National Association of Corporate Directors, Chicago Chapter | | | Age: 65 Trustee since: 2021 Independent Trustee Committees: CHC NGS | 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 past President of the Chicago Chapter of the National Association of Corporate Directors. 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 serves on the Boards of Directors of Air Transport Services Group (NASDAQ: ATSG) and of a cluster of funds in the American Funds mutual fund family (part of the privately-held Capital Group). Previously, Mr. Williams served on the Boards of Directors of Compass Minerals (NYSE: CMP), Romeo Power, Inc. (previously listed on NYSE), Essendant, Inc. (previously listed on NASDAQ), Bob Evans Farms, Inc. (previously listed on NASDAQ), and State Auto Financial Corporation (previously listed on NASDAQ), including as State Auto Financial’s Lead Independent Director. Key Reasons for Nomination: Mr. Williams’s qualifications for election to the Board include his corporate governance and human capital management expertise, including with respect to talent development and diversity and inclusion, and his extensive legal and regulatory experience. In addition, Mr. Williams brings substantial executive management leadership experience. |

  14. TRUSTEE NOMINEE BIOGRAPHIES

    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.

  15. 2024 TRUSTEE COMPENSATION

    | Trustee | Fees earned or paid in cash | Option Awards(1)(2) | Total | | Ronald L. Havner, Jr. | $120,000(3) | $180,031 | $300,031 | | Tamara Hughes Gustavson | $120,000 | $180,031 | $300,031 | | Maria R. Hawthorne(4) | $57,785 | $539,988 | $597,773 | | Leslie S. Heisz(5) | $46,743 | $— | $46,743 | | Shankh S. Mitra | $132,500(3) | $180,031 | $312,531 | | David J. Neithercut(5) | $55,563(3) | $— | $55,563 | | Rebecca Owen | $140,590 | $180,031 | $320,621 | | Kristy M. Pipes | $186,181 | $180,031 | $366,212 | | Avedick B. Poladian | $170,000 | $180,031 | $350,031 | | John Reyes | $128,090(3) | $180,031 | $308,121 | | Joseph D. Russell, Jr.(6) | — | — | — | | Tariq M. Shaukat | $132,500 | $180,031 | $312,531 | | Ronald P. Spogli | $170,000(3) | $180,031 | $350,031 | | Paul S. Williams | $145,000(3) | $180,031 | $325,031 | | | Ms. | | |

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

    Our Compensation Philosophy and Practices Align Executive Pay with Performance and Long-Term Value-Creation The Board and the CHC 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:

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

    | What We Do | | What We Don’t Do | | | ☑ | Substantial portion of our NEOs’ compensation is “at risk” | ☒ | No employment, “golden parachute,” or severance agreements with our NEOs | | ☑ | High percentage of executive compensation in equity | ☒ | No guaranteed bonus or salary increase arrangements with our NEOs except for new hires | | ☑ | Long equity vesting periods promote retention and align pay with long-term value creation | ☒ | No excessive perquisites | | ☑ | Robust security ownership guidelines and strong clawback provisions | ☒ | No repricing of stock options | | ☑ | 80% of long-term equity compensation subject to multi-year relative performance | ☒ | No tax gross ups | | ☑ | Double-trigger for accelerated vesting of equity upon a change in control | ☒ | No supplemental retirement plans | | | | ☒ | No hedging against price fluctuations in the Company’s securities |

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

    Source: S&P Capital IQ, year to date as of December 31, 2024. Phillips 66, Ross Stores, Inc., Yum! Brands, Inc., and Valero Energy Corporation reflect Total Enterprise Value as of December 31, 2024. * Denotes peers outside of the real estate sector with relevant asset, operational, and employee footprints. The CHC 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. In November 2023, the CHC Committee worked with Ferguson to update the peer set in preparation for setting 2024 compensation. Our peer group previously included Boston Properties, Domino’s Pizza, Prologis, and Weyerhaeuser, which were removed in November 2023 in favor of the addition of Invitation Homes, Mid-America Apartment Communities, Phillips 66, Ross Stores, Sun Communities, UDR, and Valero. These changes in peer group composition are reflected in the graphic and peer group table above.

  19. Incentivizing and Rewarding Performance Through At-Risk Pay

    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 CHC 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 2024 executive compensation program are summarized as follows:

  20. Incentivizing and Rewarding Performance Through At-Risk Pay

    | 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 Cash Incentive | • Aligns compensation with business strategy • Motivates and rewards achievement of predefined annual financial and strategic goals | | | Equity Compensation | Multi-Year Time-Based Stock Options / AO LTIP Units Multi-Year Performance-Based Stock Options / AO LTIP Units and RSUs / LTIP Units | • 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) |

  21. 2024 At-Risk Compensation of Our NEOs

    2024 At-Risk Compensation of Our NEOs We believe that paying a significantly larger percentage of total compensation to our NEOs in at-risk 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 (other than Mr. Sambar, who joined the Company in October 2024 and did not participate in our 2024 NEO incentive compensation program), the split between (i) compensation, the ultimate value of which is at risk, including (a) multi-year time-based stock options /AO LTIP Units, and (b) compensation tied to the achievement of performance goals, consisting of performance-based stock options / AO LTIP Units, performance-based RSUs / LTIP Units, and annual cash incentive awards, and (ii) compensation with a fixed value, consisting of base salary. The amounts below reflect the target value of performance-based stock options / AO LTIP Units, performance-based RSUs / LTIP Units, and annual cash incentive awards as granted in 2024.

  22. CASH COMPENSATION

    (1) Reflects annualized salary. Mr. Sambar joined the Company on October 14, 2024. 2024 Annual Cash Incentive Program. Similar to prior years, the CHC Committee structured the 2024 annual cash incentive program to be based both on a financial performance metric and the Company’s achievement of strategic management goals. For the financial performance metric, the CHC Committee chose growth in Core FFO, as used in 2023. The CHC Committee weighted the Core FFO growth metric at 60% for 2024 (increased from 50% for 2023) and the achievement of predefined strategic management goals metric at 40% for 2024 (decreased from 50% for 2023) to further align the compensation of our NEOs with the Company’s overall financial performance. The CHC Committee selected growth in Core FFO as the Company performance metric because Core FFO, a widely-accepted measure of a REIT’s earnings, is a strong indicator of management’s operational effectiveness and a foundational metric for measuring the Company’s execution of its long-term strategy. Core FFO for these purposes was defined as the Company’s funds from operations excluding the impact of (i) foreign currency exchange gains and losses, (ii) charges related to the redemption of preferred securities, and (iii) certain other non-cash and/or nonrecurring income or expense items primarily representing the impact of loss contingencies and resolutions, casualties, due diligence costs incurred in pursuit of strategic transactions, unrealized gain on private equity investments, reorganization costs, acquisition integration costs, amortization of acquired non real estate-related intangibles, a cash and stock hiring bonus for a new senior executive, and our equity share of tax effect of a change in tax status, unrealized gain on derivatives, merger transaction costs, and senior executive severance from our equity investees. The CHC Committee approved the following 2024 performance targets and award levels:

  23. CASH COMPENSATION

    In setting the Core FFO growth targets for 2024, the CHC Committee considered a number of factors, including the Company’s 2024 strategy and financial forecasts, including expectations for the general economic and interest rate environments throughout the year, and existing competitive conditions. Based on these factors, the CHC Committee determined that a threshold of -3% and a target level of 0% to 1% growth would be appropriately challenging for the Company to achieve and would result in the delivery of substantial shareholder value. In addition to Core FFO growth, the CHC Committee continued to utilize a strategic management goals component to the annual cash incentive program, amounting to 40% of each targeted award. The CHC Committee assigned each executive a series of specific goals—including goals tied to specific business performance metrics and key results—customized to his or her responsible functional area and linked to the Company’s strategic objectives for 2024. The CHC Committee believes this component emphasizes the importance of the contributions of the executive team as a group to the successful execution of the Company’s strategic plan. The Company’s strategic objectives for 2024 included the following:

  24. CASH COMPENSATION

    | Executive | 2024 Target Cash Incentive Award | | Joseph D. Russell, Jr. | $2,000,000 | | H. Thomas Boyle | $1,000,000 | | Natalia N. Johnson | $800,000 | | Nathaniel A. Vitan | $425,000 |

  25. AT-RISK EQUITY COMPENSATION

    AT-RISK EQUITY COMPENSATION In February 2024, the CHC Committee approved the 2024 equity award program for NEOs. The key elements of our 2024 equity compensation program were as follows: • Time-Vesting Options / AO LTIP Units: 20% of each NEO’s equity award consists of time-vesting stock options or, at the NEO’s election, AO LTIP Units. These awards vest ratably over the five years following the grant date. • Performance-Based Options / AO LTIP Units and RSUs / LTIP Units: The remaining 80% of each NEO’s equity award consists of multi-year performance-based equity awards: o 20% of the total award consists of performance-based stock options or, at the NEO’s election, AO LTIP Units. o 60% of the total award consists of performance-based RSUs or, at the NEO’s election, LTIP Units. Each of these awards is contingent upon a three-year performance period based entirely on relative TSR performance. 70% of these awards are based on the Company’s TSR over the performance period as compared against the weighted average TSR of the Equity REITs in the S&P 500, excluding office and mall REITs and including U-Haul. 30% of these awards are based on the Company’s TSR over the performance period as compared against the weighted average TSR of the Company’s direct self-storage peers. Following completion of the performance period, 60% of earned awards will vest upon certification by the CHC Committee and the remaining 40% will vest in equal annual installments over the following two years. LTIP Unit Awards. The CHC Committee provides the NEOs the option to elect to receive AO LTIP Unit awards and/or LTIP Unit awards in lieu of traditional stock option and RSU awards, respectively. LTIP Units are structured as “profits interests” for U.S. federal income tax purposes. As profits interests, LTIP Units only have value, other than with respect to the right to receive distributions, if the value of the assets of the Operating Partnership increases between the time of issuance of LTIP Units and the date of a book-up event for partnership tax purposes. At the time of a book-up event, asset gains are allocated to all outstanding units as provided under the Operating Partnership’s partnership agreement. Once LTIP Units have been allocated value equivalent to the common units of the Operating Partnership, the LTIP Units may be converted, subject to the satisfaction of all applicable vesting conditions, on a one-for-one basis into Operating Partnership common units, which are exchangeable by the holder for cash or, at the Company’s election, on a one-for-one basis into Company common shares. AO LTIP Units may be converted into LTIP Units at an implied purchase price comparable to an option exercise price. As a result, the conversion ratio from AO LTIP Units to LTIP Units will always be less than one-to-one. Multi-Year Time-Based Stock Options / AO LTIP Units. For 2024, the CHC Committee granted each of our NEOs 20% of their total target dollar value of equity awards in the form of time-based stock options or, at the option of each NEO, time-based AO LTIP Units. For 2024, each NEO elected to receive AO LTIP Units. These awards vest ratably over the five years following the grant date. The following table sets forth the 2024 target time-based AO LTIP Unit awards granted to our NEOs:

  26. AT-RISK EQUITY COMPENSATION

    | | 2024 Target Time-Based Option / AO LTIP Unit Award (Five-Year Vesting Period) | | | NEO(1) | Target Value(2) | Target Number | | Joseph D. Russell, Jr. | $1,410,000 | 28,155 | | H. Thomas Boyle | $850,000 | 16,973 | | Natalia N. Johnson | $635,000 | 12,680 | | Nathaniel A. Vitan | $324,000 | 6,470 |

  27. AT-RISK EQUITY COMPENSATION

    (1) Mr. Sambar joined the Company on October 14, 2024 and did not receive a time-based option / AO LTIP Unit award for 2024. (2) The target values reflect the dollar value of awards the CHC Committee approved in February 2024. In accordance with this approval, the approved dollar value of time-based options / AO LTIP Units was converted into a number of options using a Black-Scholes model. Multi-Year Performance-Based Equity Awards. For the remaining 80% of each of our NEOs’ 2024 equity awards, the CHC Committee granted a combination of multi-year performance-based options (constituting 20%) and multi-year performance-based RSUs (constituting 60%) or, at the option of each NEO, multi-year performance-based AO LTIP Units and multi-year performance-based LTIP Units, respectively. For 2024, each NEO elected to receive AO LTIP Units and LTIP Units. All awards are subject to a three-year (March 5, 2024 to March 4, 2027) performance period and are based entirely on the Company’s total shareholder return from share price appreciation and dividends (TSR) over the performance period relative to the TSR of the self-storage peers and of the S&P 500 Equity REITs, excluding office and mall REITs and including U-Haul. For each award (options / AO LTIP Units and RSUs / LTIP Units), the CHC Committee weighted the award 70% based on the Company’s TSR over the performance period as compared against the weighted average TSR of the Equity REITs in the S&P 500, excluding office and mall REITs and including U-Haul, and 30% based on the Company’s TSR over the performance period as compared to the weighted average TSR of the Company’s direct self-storage peers (currently, Extra Space, CubeSmart, and National Storage). Each award is subject to a minimum performance threshold below which no award would ultimately be earned. The approved performance targets and award levels are as follows:

  28. AT-RISK EQUITY COMPENSATION

    | Three-Year Performance Period | | Three-Year Performance Period | | | 70% TSR vs. S&P 500 Equity REITs (excl. office and malls, incl. U-Haul) Weighted Average | Award (as a Percentage of Target) | 30% TSR vs. Self-Storage Peers (EXR, CUBE, NSA) Weighted Average | Award (as a Percentage of Target) | | <60% | 0% | <80% | 0% | | 60% – <80% | 25% | 80% – <90% | 25% | | 80% – <100% | 75% | 90% – <100% | 75% | | 100% – <120% | 100% | 100% – <106% | 100% | | 120% – <140% | 125% | 106% – <116% | 125% | | 140% – 160% | 150% | 116% – 125% | 150% | | >160% | 200% | >125% | 200% |

  29. AT-RISK EQUITY COMPENSATION

    In setting these relative TSR performance levels, the CHC Committee considered the Company’s historical relative TSR performance as compared to both the S&P 500 Equity REITs, excluding office and malls and including U-Haul, and the self-storage peers. The CHC Committee determined that, for the S&P 500 Equity REITs, a threshold of 60% relative TSR performance and a target level of 100% to 120% would be appropriately challenging for the Company to achieve given broader performance variability across this group, and, for the direct self-storage peers, a threshold of 80% relative TSR performance and a target level of 100% to 106% would be appropriately challenging for the Company to achieve given the Company’s historical TSR out-performance compared to this group. Additionally, given the limited number of self-storage peers and the potential impact of consolidation among the peers, the CHC Committee designated that an additional one-third of the 30% weighting will transition to the S&P 500 Equity REITs upon the acquisition of a self-storage peer. The CHC Committee believes that these performance awards would result in strong alignment between the interests of our NEOs and our shareholders’ recognition of value over the long term. The following table sets forth the 2024 target performance-based option / AO LTIP Unit and performance-based RSU / LTIP Unit awards granted to our NEOs:

  30. AT-RISK EQUITY COMPENSATION

    | | 2024 Target Option / AO LTIP Unit Award (Five-Year Vesting Period) | | 2024 Target RSU / LTIP Unit Award (Five-Year Vesting Period) | | | NEO(1) | Target Value(2) | Target Number | Target Value(2) | Target Number | | Joseph D. Russell, Jr. | $1,410,000 | 27,910 | $4,230,000 | 15,134 | | H. Thomas Boyle | $850,000 | 16,825 | $2,550,000 | 9,123 | | Natalia N. Johnson | $635,000 | 12,569 | $1,905,000 | 6,815 | | Nathaniel A. Vitan | $324,000 | 6,413 | $972,000 | 3,478 |

  31. AT-RISK EQUITY COMPENSATION

    (1) Mr. Sambar joined the Company on October 14, 2024 and did not receive performance-based equity awards for 2024. (2) The target values reflect the dollar value of awards the CHC Committee approved in February 2024. In accordance with this approval, the approved dollar value of performance-based options / AO LTIP Units was converted into a target number of options / AO LTIP Units using a Black-Scholes model and the approved dollar value of performance-based RSUs / LTIP Units was converted into a target number of RSUs / LTIP Units using the closing price of the Company’s common shares on the grant date. The approved dollar values shown here differ from the grant date fair values reported in the Summary Compensation Table, which were calculated in accordance with FASB ASC Topic 718 using a Monte Carlo simulation that assesses the probability of satisfying the relative market performance hurdles over the remainder of the performance period and will fluctuate in value throughout the performance period depending upon the Company’s relative performance. To further align this component of NEO compensation with long-term shareholder value creation, the CHC Committee again implemented an extended vesting period for any awards that are earned upon satisfaction of the performance metrics. Three-fifths of any multi-year performance-based option / AO LTIP Unit or RSU / LTIP Unit award will vest upon achievement of the performance targets at the conclusion of the three-year performance period, with the remaining vesting ratably over the next two years.

  32. 2024 EARNED INCENTIVE COMPENSATION

    2024 EARNED INCENTIVE COMPENSATION The following is a summary of the incentive compensation earned by our NEOs for 2024. The CHC Committee believes that these awards reasonably reward our NEOs for exemplary performance through a year of operational stabilization across the self-storage industry, appropriately recognize management’s contributions to the successes the Company achieved in 2024, and are consistent with the Company’s pay-for-performance compensation philosophy. 2024 Annual Cash Incentives. As described above, the 2024 annual cash incentive program was based 60% on achievement of Core FFO growth targets, and 40% on achievement of predetermined strategic management goals. With respect to the Core FFO growth metric, in 2024 the Company achieved year-over-year Core FFO growth of -1.3%, below the Company’s budget. As a result of Core FFO growth being lower than the budget, the CHC Committee approved the 2024 annual cash incentive award attributable to Core FFO at 75% of target.

  33. Nathaniel A. Vitan

    | NEO | Target Award | Total Award Achieved | Certified Annual Cash Incentive Award | | Joseph D. Russell, Jr. | $2,000,000 | 80% | $1,590,000 | | H. Thomas Boyle | $1,000,000 | 82% | $820,000 | | Natalia N. Johnson | $800,000 | 90% | $716,000 | | Nathaniel A. Vitan | $425,000 | 86% | $363,375 |

  34. Nathaniel A. Vitan

    2022 Multi-Year Performance-Based Stock Option / AO LTIP Unit and RSU / LTIP Unit Awards. In February 2022, the CHC Committee granted each of our NEOs a combination of multi-year performance-based options and performance-based RSUs. Multi-year performance awards were adopted in response to shareholder feedback emphasizing the importance of long-term performance-based equity compensation and are a core piece of the Company’s annual NEO compensation programs. In February 2024, in connection with the Company’s reorganization into an umbrella partnership real estate investment trust (UPREIT), the CHC Committee provided our NEOs with an opportunity to substitute their outstanding equity awards, including their 2022 performance-based options and RSUs, for AO LTIP Units and LTIP Units, respectively, with substantially identical terms. Each of our NEOs elected to substitute all of his or her outstanding equity awards, including the 2022 performance-based options and RSUs. For each award (options / AO LTIP Units and RSUs / LTIP Units), the CHC Committee weighted the award 60% based on the Company’s TSR over the performance period as compared against the weighted average TSR of the Company’s direct self-storage peers (Extra Space, CubeSmart, and National Storage) and 40% based on the Company’s TSR over the performance period as compared against the weighted average TSR of the S&P 500 Equity REITs. Over the three-year performance period, the Company achieved TSR equal to 122% of the weighted average TSR of the Company’s self-storage peers and equal to 105% of the weighted average TSR of the S&P 500 Equity REITs. As a result, the CHC Committee certified performance of these goals at 150% and 100% of target, respectively.

  35. Nathaniel A. Vitan

    | | 2022 Earned Performance-Based Equity Awards | | | NEO | AO LTIP Units | LTIP Units | | Joseph D. Russell, Jr. | 40,562 | 11,116 | | H. Thomas Boyle | 29,097 | 7,974 | | Natalia N. Johnson | 19,398 | 5,315 | | Nathaniel A. Vitan | 15,233 | 4,174 |

  36. Nathaniel A. Vitan

    Three-fifths of these AO LTIP Units and LTIP Units vested on February 28, 2024 following certification of performance by the CHC Committee, and the remaining portion will vest ratably over the next two years. Other Outstanding Multi-Year Performance-Based Awards. Given that the three-year performance periods of the 2023 and 2024 multi-year performance-based option / AO LTIP Unit and RSU / LTIP Unit awards do not end until March 14, 2026 and March 4, 2027, respectively, no portion of these awards were earned in 2024. Below is the status of each of the Company’s multi-year performance-based equity awards granted since 2022: Sambar Make-Whole New Hire Awards. Chris C. Sambar joined the Company as our Chief Operating Officer on October 14, 2024. Mr. Sambar did not participate in our NEO incentive compensation program for 2024. In connection with joining the Company, Mr. Sambar received a make-whole new hire cash bonus of $1,000,000 and he was granted make-whole new hire equity awards consisting of a number of fully vested common shares equal to $2,500,000 and a number of time based LTIP Units equal to $5,000,000. The LTIP Unit award vests ratably over the three years following the grant date. Mr. Sambar will be eligible to participate in the Company’s NEO incentive compensation program for 2025.

  37. STOCK OPTION GRANT POLICIES

    STOCK OPTION GRANT POLICIES In order to ensure the integrity and efficiency of the Company’s stock option award process, the CHC Committee has adopted a policy that provides that neither the Company nor any member of the Company’s management shall manipulate the timing of the public release of material information or of the grant of any stock options with the intent of benefiting the recipient of such award, and that neither the CHC Committee nor any member of management shall manipulate or knowingly permit the manipulation of exercise dates of any stock options. The policy provides, among other things, that any annual grants of stock option awards (including performance-based stock options) to executive officers shall generally be made on March 5 of each year (or if not a business day, the prior business day), provided that such grant date must be at least five business days prior to the earlier of the Company’s public release of earnings for the previously completed fiscal year and the filing of its Annual Report on Form 10-K, or at least two business days following the filing of its Annual Report on Form 10-K. With respect to annual grants of stock option awards to trustees, the policy provides that awards shall be made immediately following the Company’s annual meeting of shareholders. The policy also provides that the grant date of any stock option shall be the date of the meeting at which the award was approved and the exercise price shall be the closing price of the Company’s common shares on the NYSE on such date or on the preceding trading day in the event the grant is approved prior to market close. In 2024, the annual grants of equity awards to executives, including performance-based stock options, were approved by the CHC Committee effective March 5, 2024. The CHC Committee takes into account nonpublic Company projections of future financial and operating results in setting the performance conditions for the performance-based equity awards.

  38. 2025 COMPENSATION OUTLOOK AND ENHANCEMENTS

    2025 COMPENSATION OUTLOOK AND ENHANCEMENTS As a result of our consistently strong “Say-on-Pay” support by investors, which most recently garnered 96.5% support “For” in 2024, the CHC Committee elected to maintain a similar compensation design for 2025, subject to several adjustments described below. In February 2025, the CHC Committee approved a compensation program for our NEOs that continues to emphasize performance-based incentive compensation. The CHC Committee believes the 2025 compensation program aligns our NEOs’ interests with those of our shareholders by incentivizing our executives to create sustainable long-term value. The following summarizes the incentive components of our 2025 compensation program: • Annual Cash Incentive Program. The annual cash incentive program will continue to be based on a combination of financial performance metrics and management strategic goals linked to business performance metrics and key results. For 2025, there will be two financial performance metrics—Core FFO growth will continue to be weighted 60% and net asset value (NAV) growth (a new metric for 2025) will be weighted 10%. The management strategic goals component will be weighted 30% (compared to 40% in 2024). • Equity Awards. The equity award program again will consist of three components, with each NEO being granted (i) 20% of his or her total equity award in time-based stock options, (ii) 20% of his or her total equity award in performance-based stock options, and (iii) 60% of his or her total award in performance-based RSUs. The CHC Committee allowed each NEO to elect to receive any or all 2025 stock option awards and performance-based stock option awards in the form of AO LTIP Unit awards with equivalent terms and 2025 performance-based RSU awards in the form of LTIP Unit awards with equivalent terms. Each NEO has elected to receive his or her total 2025 equity award in AO LTIP Units and LTIP Units. For the performance-based awards, all awards will be based on a three year (March 2025 – March 2028) performance period tied to the Company’s relative TSR performance as compared to both the S&P 500 REITs, excluding office and malls (weighted 70%) and self-storage REIT competitors (weighted 30%). This equity program is substantially identical to the 2024 program and is illustrated below. The following summarizes the key elements of our 2025 compensation program:

  39. 2025 COMPENSATION OUTLOOK AND ENHANCEMENTS

    | Compensation Type | | Pay Element | 2025 Executive Compensation Plan Design | | Fixed Pay | Cash Compensation | Base Salary | • Base salaries are as follows: Mr. Russell—$1,000,000; Mr. Boyle—$725,000; Ms. Johnson—$625,000; Mr. Sambar—$800,000; and Mr. Vitan—$425,000 | | At-Risk Pay | | Annual Cash Incentive Program | • Eligibility will be based on three criteria: (i) Core FFO growth (60% weighting), (ii) NAV growth (10% weighting, and (iii) management strategic goals linked to business performance metrics and key results (30% weighting) • Bonus targets are as follows: Mr. Russell—$2,000,000; Mr. Boyle—$1,100,000; Ms. Johnson—$825,000; Mr. Sambar—1,000,000; and Mr. Vitan—$425,000 | | | Equity Compensation | Time-Based Stock Options / AO LTIP Units | • 20% of each NEO’s total equity award will be in the form of time-based AO LTIP Units • Awards will vest 20% per year over five years beginning one year from the date of grant • The CHC Committee approved the following dollar value of time-based AO LTIP Unit awards subject to the above vesting conditions: Mr. Russell—$1,410,000; Mr. Boyle—$850,000; Ms. Johnson—$635,000; Mr. Sambar—$600,000; and Mr. Vitan—$324,000 | | | | Multi-Year Performance-Based Stock Options / AO LTIP Units and RSUs / LTIP Units | • Program and eligibility will be based on relative TSR performance as measured against (i) self-storage REIT competitors (30% weighting) and (ii) the S&P 500 REITs, excluding office and malls (70% weighting) • 20% of each NEO’s total equity award will be in the form of performance-based AO LTIP Units and 60% of the award will be in the form of performance-based LTIP Units • Three-fifths of earned awards will vest at the conclusion of the three-year (March 2025 – March 2028) performance period, with the remaining vesting ratably over the next two years • The CHC Committee approved the following target dollar value of performance-based AO LTIP Unit and LTIP Unit awards subject to the above performance and vesting conditions: Mr. Russell—$1,410,000 of AO LTIP Units and $4,230,000 of LTIP Units; Mr. Boyle—$850,000 of AO LTIP Units and $2,550,000 of LTIP Units; Ms. Johnson—$635,000 of AO LTIP Units and $1,905,000 of LTIP Units; Mr. Sambar—$600,000 of AO LTIP Units and $1,800,000 of LTIP Units; and Mr. Vitan—$324,000 of AO LTIP Units and $972,000 of LTIP Units |

  40. EXECUTIVE COMPENSATION TABLES

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | | Joseph D. Russell, Jr. | 2024 | $1,000,000 | $— | $4,010,813 | $2,882,613 | $1,590,000 | $18,800 | $9,502,226 | | President and Chief | 2023 | 900,000 | — | 3,165,047 | 2,473,044 | 2,220,000 | 18,200 | 8,776,291 | | Executive Officer | 2022 | 800,000 | — | 3,977,156 | 3,062,086 | 1,350,000 | 12,200 | 9,201,442 | | H. Thomas Boyle | 2024 | $650,000 | $— | $2,417,777 | $1,737,742 | $820,000 | $13,800 | $5,639,319 | | Chief Financial and | 2023 | 600,000 | — | 2,658,700 | 2,077,467 | 994,500 | 13,200 | 6,343,867 | | Investment Officer | 2022 | 550,000 | — | 2,852,985 | 2,196,661 | 948,750 | 12,200 | 6,560,596 | | Natalia N. Johnson | 2024 | $565,000 | $— | $1,806,111 | $1,298,190 | $716,000 | $13,800 | $4,399,101 | | Chief Administrative | 2023 | 530,000 | — | 1,980,862 | 1,558,100 | 791,000 | 13,200 | 4,873,162 | | Officer | 2022 | 500,000 | — | 1,901,835 | 1,464,406 | 565,000 | 12,200 | 4,443,441 | | Chris C. Sambar(5) | 2024 | $166,667 | $1,000,000 | $7,338,227 | $— | $— | $— | $8,504,894 | | Chief Operating | | | | | | | | | | Officer | | | | | | | | | | Nathaniel A. Vitan | 2024 | $425,000 | $— | $921,740 | $662,386 | $363,375 | $13,800 | $2,386,301 | | Chief Legal Officer and | 2023 | 425,000 | — | 1,013,296 | 791,886 | 361,250 | 13,200 | 2,604,632 | | Corporate Secretary | 2022 | 425,000 | — | 1,493,468 | 1,150,019 | 448,375 | 12,200 | 3,529,062 |

  41. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Payments upon Termination. We do not have employment agreements with any NEO that provide for future payments upon termination of employment with the Company. We do not have a formal severance policy for payments upon termination of employment, whether through voluntary or involuntary termination, other than as specifically set forth in our 2021 Plan (and applicable predecessor plans), 401(k) Plan, Retirement Equity Vesting Policy, or as required by law. Subject to the special circumstances noted below, the following indicates our general practice: • any vested stock options/AO LTIP Units following a voluntary termination of employment must be exercised within 90 days following the individual’s last date of employment (but before the termination date of the option); • any vested stock options/AO LTIP Units following an involuntary termination of employment must be exercised within one year (or 30 days in the case of a termination for cause) following the individual’s last date of employment (but before the termination date of the option / AO LTIP Unit); • all unvested stock options/AO LTIP Units and/or RSUs/LTIP Units following a termination of employment are forfeited; and • accrued and unused vacation pay is paid in a lump sum. Payments upon Death or Disability. In the event of the death or permanent and total disability of an NEO: • all outstanding unvested time-based stock options/AO LTIP Units and unvested time-based RSUs / LTIP Units accelerate and vest upon the officer’s death or permanent and total disability; • all outstanding unvested performance-based stock options/AO LTIP Units and unvested performance-based RSUs/LTIP Units vest based on target performance if within the performance period and actual performance if the performance period has been completed; • all such stock options/AO LTIP Units may be exercised during the one-year period following the date of death or permanent and total disability (but before the termination date of the option/AO LTIP Unit); and • the officer or his/her estate will receive payments under Public Storage’s life insurance program or disability plan, as applicable. Payments upon Retirement. NEOs participate in our Retirement Equity Vesting Policy on the same terms as other employees. The Retirement Equity Vesting Policy is intended to recognize long-tenured employees who have contributed to the growth and success of the Company. Specifically, in the event of an NEO’s qualifying retirement: • all outstanding unvested time-based stock options/AO LTIP Units and unvested time-based RSUs/LTIP Units accelerate and vest on the date of retirement; all outstanding unvested performance-based stock options/AO LTIP Units and unvested performance-based RSUs/LTIP Units (i) will be forfeited if the NEO retires prior to the end of the first year of the performance period; (ii) will continue to vest through the end of the performance period based on actual performance, with the earned amount pro-rated for the number of days the NEO worked for the Company during such period if the NEO retires during the performance period on or after the first year of the performance period; or (iii) will vest based on actual performance if the NEO retires after the end of the performance period; and all such vested stock options/AO LTIP Units may be exercised during the one-year period following the date of retirement or the date the CHC Committee determines the achievement of the performance targets, whichever is later (but before the termination date of the option/AO LTIP Unit). In order for an NEO to be eligible for potential acceleration of equity award vesting under the Retirement Equity Vesting Policy, all eligibility conditions must be satisfied, including: (1) the NEO must be at least 55 years old and have been in service for at least 10 years, and the sum of the employee’s age and total years of service must be at least 80; (2) the NEO must provide at least 12 months’ prior written notice of his or her intention to retire; (3) the NEO must enter into a written separation agreement; and (4) the Equity Awards Committee of the Board must, in its sole discretion, approve the application of the Retirement Equity Vesting Policy to the NEO. Payments upon Change in Control. Under the 2021 Plan, the vesting of outstanding awards will not accelerate unless two conditions are met. First, the Company must experience a qualifying change in control. Second, one of the following conditions must also be met: (a) for a change of control where such awards will be assumed or continued by the surviving entity, the holder’s employment must be terminated without “cause” (as defined in the 2021 Plan) within one year following the change of control, or (b) such awards must be terminated in connection with the change of control. If the awards are to be terminated in connection with a change of control, then: • all outstanding unvested time-based stock options/AO LTIP Units and unvested time-based RSUs/LTIP Units will be deemed to accelerate and vest immediately prior to the change of control; and • all performance goals and conditions with respect to outstanding unvested performance-based stock options/AO LTIP Units and unvested performance-based RSUs/LTIP Units shall be deemed to have been satisfied immediately prior to the occurrence of such change of control based on either actual performance as of a date reasonably close to the date of the change of control or target performance, as determined by the CHC Committee in its sole discretion, and such awards shall become payable pro-rata based on the portion of the applicable performance period completed as of the change of control. A “change of control” is defined in the plan to include generally the following: • the dissolution or liquidation of Public Storage or merger in which Public Storage does not survive; • the sale of substantially all Public Storage assets; merger in which the Company is the surviving corporation but after which the Company’s shareholders immediately prior to such merger cease to own their shares or other equity interest in the Company; or any transaction that results in any person or entity owning 30% or more of the combined voting power of all classes of our shares. Estimated Value of Accelerated Awards. The following table shows the estimated value of the acceleration of vesting of unvested equity awards pursuant to the termination events described above that trigger acceleration assuming the event occurred as of December 31, 2024, and using the value of our common shares on December 31, 2024 (the last trading day of the year) of $299.44 per share.

  42. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Value of all outstanding unvested options/AO LTIP Units(1) | Value of all outstanding unvested RSUs/LTIP Units(2) | Total | | Joseph D. Russell, Jr. | | | | | Death or Disability Termination | $6,970,885 | $16,392,843 | $23,363,728 | | Qualifying Retirement | 6,251,373 | 10,695,398 | 16,946,771 | | Termination on Change of Control | 6,251,373 | 10,695,398 | 16,946,771 | | All Other Terminations | — | — | — | | H. Thomas Boyle | | | | | Death or Disability Termination | $5,341,380 | $11,286,193 | $16,627,573 | | Qualifying Retirement(3) | — | — | — | | Termination on Change of Control | 4,868,904 | 7,575,233 | 12,444,137 | | All Other Terminations | — | — | — | | Natalia N. Johnson | | | | | Death or Disability Termination | $4,164,042 | $8,122,011 | $12,286,053 | | Qualifying Retirement(3) | — | — | — | | Termination on Change of Control | 3,810,682 | 5,351,592 | 9,162,274 | | All Other Terminations | — | — | — | | Chris C. Sambar | | | | | Death or Disability Termination | $— | $4,300,857 | $4,300,857 | | Qualifying Retirement(3) | — | — | — | | Termination on Change of Control | — | 4,300,857 | 4,300,857 | | All Other Terminations | — | — | — | | Nathaniel A. Vitan | | | | | Death or Disability Termination | $3,780,880 | $5,440,825 | $9,221,705 | | Qualifying Retirement(3) | — | — | — | | Termination on Change of Control | 3,600,790 | 4,025,971 | 7,626,761 | | All Other Terminations | — | — | — |

  43. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1) Represents the difference, if positive, between the exercise price of unvested options that would be accelerated as a result of the termination and the closing price of our common shares on the NYSE on December 31, 2024. If the exercise price exceeds the closing price of our common shares on the NYSE on December 31, 2024, then the value presented is zero. (2) Represents the number of unvested RSUs that would be accelerated as a result of the termination multiplied by $299.44, the closing price of our common shares on the NYSE on December 31, 2024. Does not meet the conditions for a qualifying retirement as of December 31, 2024.

  44. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE SEC rules require us to disclose the ratio of annual total compensation of our CEO, Joseph D. Russell, Jr., to the annual total compensation of our median employee (excluding Mr. Russell). As of December 31, 2024, we had 5,941 talented and dedicated employees performing the following functions: • Approximately 82% (4,863) of our employees work at one of our self-storage facilities serving our customers. We generally pay these on-site Property Managers on an hourly basis. The median annual total compensation for these employees in 2024 was $32,574. • Approximately 7% (405) of our employees manage on-site Property Managers and assist them in providing our customers superior service. The median annual total compensation for these employees in 2024 was $125,721. • Approximately 4% (233) of our employees work in our call centers and assist potential customers and existing customers. The median annual total compensation for these employees in 2024 was $38,244. • Approximately 7% (440) of our employees are corporate employees, including our executive management team and our finance, legal, information technology, and human resources personnel. The median annual total compensation for these employees in 2024 was $144,646. The ratio presented below is a reasonable estimate calculated in a manner consistent with SEC rules. We selected the median employee based on the 5,941 full-time and part-time workers employed by the Company and its consolidated subsidiaries as of December 31, 2024. In identifying our median employee, we used annual base wages, and for those employees who were employed by us for less than the full fiscal year, we annualized their compensation. We did not apply any cost-of-living adjustments as part of the calculation. Based on these calculations, our median employee is one of our 4,863 employees who work at one of our self-storage facilities serving our customers. This employee is paid on an hourly basis. The 2024 annual total compensation for our median employee as determined based on SEC rules was $36,953. The 2024 annual total compensation for our CEO as determined based on SEC rules was $9,502,226. The ratio of our CEO’s annual total compensation to our median employee’s total compensation for fiscal year 2024 is 257 to 1.

  45. PAY VERSUS PERFORMANCE TABLES

    PAY VERSUS PERFORMANCE TABLES The following table sets forth information concerning the compensation paid to our CEO and to our other NEOs compared to Company performance for the years ended December 31, 2024, 2023, 2022, 2021, and 2020.

  46. PAY VERSUS PERFORMANCE TABLES

    | | Summary Compensation Table Total Pay | | Average Summary Compensation Table Total Pay for | Average CAP to | Value of Initial Fixed $100 Investment Based on: | | GAAP Net | Core FFO | | Year | for CEO(1)(2) | CAP to CEO(3) | Other NEOs(1)(2) | Other NEOs(3) | TSR | Peer TSR(4) | Income(5) | per share(6) | | 2024 | $9,502,226 | $5,044,001 | $5,232,404 | $2,943,853 | $174 | $118 | $2,084,410 | $16.67 | | 2023 | 8,776,291 | 11,147,987 | 3,753,576 | 4,390,198 | 170 | 112 | 2,160,120 | 16.89 | | 2022 | 9,201,442 | (1,902,305) | 4,844,366 | (2,183,334) | 150 | 101 | 4,366,274 | 15.92 | | 2021 | 10,358,153 | 41,035,570 | 5,944,502 | 25,331,675 | 188 | 134 | 1,959,639 | 12.93 | | 2020 | 4,800,928 | 4,537,499 | 3,174,594 | 2,999,877 | 113 | 95 | 1,361,227 | 10.61 |

  47. PAY VERSUS PERFORMANCE TABLES

    (1) The CEO for each year shown in the table was Joseph D. Russell, Jr. and the other NEOs were H. Thomas Boyle, Natalia N. Johnson, and Nathaniel A. Vitan. Chris C. Sambar, who joined the Company in October 2024, is included as an “other NEO” in 2024 and David Lee, who resigned in August 2023, is included as an “other NEO” for 2023. (2) The 2021 values reflected in this column reflect both the grant date fair value of the 2021 performance-based RSU awards and the value attributable to COVID-19 related modifications made by the CHC Committee in 2021 to the 2020 performance-based RSU awards. (3) Compensation actually paid (“CAP”) is defined by the SEC and is computed in accordance with SEC rules by subtracting the amounts in the “Stock Awards” and “Option Awards” columns of the SCT for each year from the “Total” column of the SCT and then: (i) adding the fair value as of the end of the reported year of all awards granted during the reporting year that are outstanding and unvested as of the end of the reporting year; (ii) adding the amount equal to the change as of the end of the reporting year (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior year that are outstanding and unvested as of the end of the reporting year; (iii) adding, for awards that are granted and vest in the reporting year, the fair value as of the vesting date; (iv) adding the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the reporting year; (v) subtracting, for any awards granted in any prior year that are forfeited during the reporting year, the amount equal to the fair value at the end of the prior year; and (vi) adding the value of any dividends (or dividend equivalents) paid in the reporting year on unvested equity awards. The following tables reflect the adjustments made to SCT total compensation for 2024 to compute CAP for our CEO and average CAP for our other NEOs:

  48. PAY VERSUS PERFORMANCE TABLES

    | | SCT Total Pay | Minus SCT Equity Awards | Plus Value of New Unvested Awards | Plus Change in Value of Prior Years Unvested Awards | Plus Value of New Vested Awards | Plus Change in Value of Prior Years Vested Awards | Minus Value of Forfeited Prior Years Awards | Plus Dividends on Unvested Awards/ Accrued Dividends | Equals CAP | | CEO | $9,502,226 | $6,893,426 | $6,515,368 | $(283,795) | $— | $(4,294,882) | $— | $498,510 | $5,044,001 | | Other NEOs (Average) | $5,232,404 | $4,045,543 | $3,164,952 | $(19,921) | $611,547 | $(2,181,938) | $— | $182,352 | $2,943,853 |

  49. PAY VERSUS PERFORMANCE TABLES

    (4) Reflects the cumulative TSR of the Company and the NAREIT Equity Index for the year ended December 31, 2020, the two years ended December 31, 2021, the three years ended December 31, 2022, the four years ended December 31, 2023, and the five years ended December 31, 2024 assuming a $100 investment at the closing price on December 31, 2018 and the reinvestment of all dividends. (5) Amounts in thousands. (6) Refer to Appendix A for information regarding Core FFO, including a reconciliation to GAAP diluted earnings. Share Price Volatility Impact On CAP. The SEC definition of CAP includes changes over the reporting year in the value of unvested equity awards that still remain subject to forfeiture at the end of the year. The fair values of our performance options, as calculated in accordance with the SEC definition, are very sensitive to changes in stock price, and during periods of significant share volatility the fair values of these awards can change dramatically from year to year. During these periods of volatility, the CAP for the reporting year can be significantly different (higher or lower) than the SCT total pay for that year. For example, in 2021, our share price increased 62% for the year (one of the biggest one-year changes in our history) and 64% from our March 2020 award grant dates. This historic share price change was the principal driver of the more than 500% increase in the value of our unvested performance option awards in 2021, and thus the principal cause of 2021 CAP being significantly higher than 2021 SCT total pay. In 2022, our share price decreased by 25%, which resulted in a more than 38% decrease in the value of the March 2020 performance options and resulted in 2022 CAP being negative and well below 2022 SCT total pay. CAP Compared to Realized Pay. The CAP data set forth in the table above does not reflect amounts actually realized by our NEOs. A significant portion of the CAP amounts shown relate to changes in values of unearned or unvested awards over the course of the reporting year. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our share price. Specifically, as described in detail in the “Compensation Discussion and Analysis” section above, our performance equity awards are subject to multi-year performance conditions tied to relative TSR and financial performance metrics, and all our equity awards are further subject to lengthy time-based vesting conditions that exceed peer practices. The ultimate values actually realized by our NEOs from these unvested equity awards, if any, will not be determined until the awards fully vest and, in the case of options / AO LTIP Units, are exercised, and, in the case of AO LTIP Units and LTIP Units, are booked-up and converted into common shares or cash. The following table illustrates the significant difference between CAP and realized pay, in each case as compared to SCT total pay. Realized pay as set forth in this table is the aggregate value of cash compensation paid (computed consistently with SCT total pay and CAP), the value of dividends and dividend equivalents paid on unvested equity awards (computed consistently with CAP), and the fair value at the vesting date of stock awards that fully vest in the reporting year and the intrinsic value at the vesting date (i.e., the value that would be realized on immediate exercise and/or conversion on the vesting date) of option awards and/or AO LTIP Unit and LTIP Unit awards that fully vest in the reporting year.

  50. PAY VERSUS PERFORMANCE TABLES

    | | CEO | | | Other NEOs (Average) | | | | Year | SCT Total Pay | Realized Pay | CAP | SCT Total Pay | Realized Pay | CAP | | 2024 | $9,502,226 | $11,255,379 | $5,044,001 | $5,232,404 | $5,848,573 | $2,943,853 | | 2023 | 8,776,291 | 11,298,478 | 11,147,987 | 3,753,576 | 4,775,273 | 4,390,198 | | 2022 | 9,201,442 | 5,431,540 | (1,902,305) | 4,844,366 | 2,590,905 | (2,183,334) | | 2021 | 10,358,153 | 3,845,336 | 41,035,570 | 5,944,502 | 2,231,378 | 25,331,675 | | 2020 | 4,800,928 | 2,400,973 | 4,537,499 | 3,174,594 | 1,427,702 | 2,999,877 |

  51. PAY VERSUS PERFORMANCE TABLES

    Relationship of CAP to Performance. The following graphs illustrate the relationship during 2020 to 2024 of the CAP for our CEO and the average CAP for our other NEOs (each as set forth in the table above), to (i) our cumulative TSR and the cumulative TSR of the constituent companies in the NAREIT Equity Index, (ii) our GAAP net income, and (iii) our Core FFO per share (in each case as set forth in the table above). Financial Performance Measures. The most important financial performance measures used by the Company in setting pay-for-performance compensation for the most recently completed year are described in the table below. The manner in which these measures, together with certain non-financial performance measures, determine the amounts of incentive compensation paid to our NEOs is described above in the “Compensation Discussion and Analysis” section of this proxy statement.

  52. PAY VERSUS PERFORMANCE TABLES

    | Significant Financial Performance Measures | | Core FFO Per Share Growth | | TSR Performance (versus the TSR of the S&P 500 Equity REITs) | | TSR Performance (versus the Company’s Self-Storage REIT Competitors) |