PUBLIC STORAGE, DEF 14A filed on 3/28/2025
Proxy Statement (definitive)
v3.25.1
Document and Entity Information
12 Months Ended
Dec. 31, 2024
Cover [Abstract]  
Entity Registrant Name PUBLIC STORAGE
Document Type DEF 14A
Amendment Flag false
Entity Central Index Key 0001393311
v3.25.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

(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:

 

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

 

(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.

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).

 

img231320120_30.jpg

 

img231320120_31.jpg

 

img231320120_32.jpg

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.

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)

       
Company Selected Measure Name Core FFO        
Named Executive Officers, Footnote
(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.
       
Peer Group Issuers, Footnote
(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.
       
PEO Total Compensation Amount $ 9,502,226 $ 8,776,291 $ 9,201,442 $ 10,358,153 $ 4,800,928
PEO Actually Paid Compensation Amount $ 5,044,001 11,147,987 (1,902,305) 41,035,570 4,537,499
Adjustment To PEO Compensation, Footnote

 

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

 

       
Non-PEO NEO Average Total Compensation Amount $ 5,232,404 3,753,576 4,844,366 5,944,502 3,174,594
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,943,853 4,390,198 (2,183,334) 25,331,675 2,999,877
Adjustment to Non-PEO NEO Compensation Footnote

 

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

 

       
Compensation Actually Paid vs. Total Shareholder Return

img231320120_30.jpg

       
Compensation Actually Paid vs. Net Income

img231320120_31.jpg

       
Compensation Actually Paid vs. Company Selected Measure

img231320120_32.jpg

       
Tabular List, Table

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.

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)

       
Total Shareholder Return Amount $ 174 170 150 188 113
Peer Group Total Shareholder Return Amount 118 112 101 134 95
Net Income (Loss) $ 2,084,410 $ 2,160,120 $ 4,366,274 $ 1,959,639 $ 1,361,227
Company Selected Measure Amount 16.67 16.89 15.92 12.93 10.61
PEO Name Joseph D. Russell, Jr.        
Measure:: 1          
Pay vs Performance Disclosure          
Name Core FFO Per Share Growth        
Measure:: 2          
Pay vs Performance Disclosure          
Name TSR Performance (versus the TSR of the S&P 500 Equity REITs)        
Measure:: 3          
Pay vs Performance Disclosure          
Name TSR Performance (versus the Company’s Self-Storage REIT Competitors)        
PEO          
Pay vs Performance Disclosure          
Realized Pay $ 11,255,379 $ 11,298,478 $ 5,431,540 $ 3,845,336 $ 2,400,973
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (6,893,426)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 6,515,368        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (283,795)        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (4,294,882)        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 498,510        
Non-PEO NEO          
Pay vs Performance Disclosure          
Realized Pay 5,848,573 $ 4,775,273 $ 2,590,905 $ 2,231,378 $ 1,427,702
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (4,045,543)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,164,952        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (19,921)        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 611,547        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,181,938)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 182,352        
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true