Avedick B. Poladian
About Avedick B. Poladian
Avedick B. Poladian is an independent trustee of Public Storage, serving since February 2010. He is age 73, a retired EVP/COO of Lowe Enterprises, and previously the Pacific Southwest Managing Partner at Arthur Andersen; he is recognized for finance, accounting, and real estate operating expertise and has been identified as an audit committee financial expert in prior PSA disclosures . He currently chairs the Compensation and Human Capital (CHC) Committee and serves on the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lowe Enterprises | Executive Vice President & Chief Operating Officer | 2007–2016 | Senior operator of diversified real estate platform; brings operating and capital allocation experience |
| Arthur Andersen | Managing Partner, Pacific Southwest | 1974–2002 | CPA background; deep accounting/financial reporting expertise supporting audit oversight |
External Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Occidental Petroleum Corporation (NYSE: OXY) | Director | Current | Energy sector board experience; cross-industry perspective |
| Western Asset Management funds (2 publicly traded) | Director | Current | Investment oversight in asset management; fund governance |
| California Resources Corporation (NYSE: CRC) | Director (Prior) | Prior service | Upstream energy; prior public board experience |
| California Pizza Kitchen (former Nasdaq) | Director (Prior) | Prior service | Consumer/restaurant sector exposure |
| USC Sol Price School of Public Policy | Board of Councilors | Current | Academic advisory role |
| Ronald Reagan UCLA Medical Center | Board of Advisors | Current | Healthcare oversight exposure |
| YMCA of Metropolitan LA | Director Emeritus | Current | Community leadership |
Board Governance
- Independence and roles: Independent trustee; CHC Committee Chair; Audit Committee member .
- Attendance: In 2024, all trustees attended the 2024 annual meeting; each trustee other than one (Mitra) attended at least 75% of Board and applicable committee meetings—implying Poladian met the attendance requirement .
- Committee meeting cadence (2024): Audit 7; CHC 3; Nominating, Governance & Sustainability (NGS) 5 .
- Compensation Committee interlocks: The CHC Committee (which Poladian chairs) had no members with material interests in Company transactions and no interlocking relationships with Company executive officers in 2024 .
- Governance practices: Declassified board; robust stock ownership guidelines; clawback; anti-hedging; separate Chair/CEO; proxy access; majority vote standards .
Fixed Compensation (Non‑Management Trustee)
| Component | Structure/Amount | 2024 Actuals (Poladian) |
|---|---|---|
| Board cash retainer | $120,000 annual (paid quarterly) | $170,000 fees earned in cash |
| Committee chair supplemental retainer | $25,000 per chair role | Included in cash total |
| Committee member retainer | $12,500 per committee | Included in cash total |
| Equity award (annual) | Options to $180,000 value or AO LTIP Units (vest in 1 year) | $180,031 grant-date fair value |
| Total 2024 trustee comp (Poladian) | Cash + equity | $350,031 |
Notes:
- DSU/stock deferral: Trustees may elect cash, unrestricted shares, DSUs, or in 2025 also fully-vested LTIP Units for retainers; Poladian is not listed among 2024 DSU electors (others named) .
Performance Compensation
Non‑management trustee equity grants are not performance-conditioned; they are time-based options or AO LTIP Units with one-year vesting (onboarding award $540,000; annual award $180,000, both may be taken as AO LTIP Units) .
| Element | Metric | Weight | Vesting | Award Value |
|---|---|---|---|---|
| Annual trustee equity | None (time-based) | N/A | 100% at 1-year anniversary | $180,000 target per year |
| One-time onboarding | None (time-based) | N/A | 100% at 1-year anniversary | $540,000 at appointment |
Other Directorships & Interlocks
- Current public company boards: Occidental Petroleum (Director); Western Asset public funds (Director) .
- Prior public company boards: California Resources Corporation; California Pizza Kitchen .
- Compensation committee interlocks: None reported for CHC Committee in 2024 .
Expertise & Qualifications
- Financial expert: Identified in PSA proxies as an audit committee financial expert, with CPA (inactive) credential and Andersen managing partner background .
- Real estate operations and capital allocation: Senior operating leadership at Lowe Enterprises supports oversight of PSA’s real estate business .
- Risk, accounting, and financial reporting depth: Supports Audit Committee work .
Equity Ownership
| Measure | Amount | As-of Date |
|---|---|---|
| Directly owned common shares | 31,163 | March 3, 2025 |
| AO LTIP Units (appreciation-only) | 49,904 | March 3, 2025 |
| LTIP Units | 1,780 | March 3, 2025 |
| Total beneficially owned common shares (incl. derivative rights per table methodology) | 82,847; <1% of class | March 3, 2025 |
| AO LTIP Units outstanding detail (12/31/24) | 49,904 outstanding; 41,249 fully vested and exercisable | Dec 31, 2024 |
| Trustee ownership guideline status | All non‑management trustees with ≥5 years’ service have met guidelines (5x cash retainer) | Proxy date 2025 |
Policies:
- Anti-hedging policy and robust stock ownership guidelines in place for alignment .
- Trustees may elect DSUs/LTIP Units for retainers; settlement mechanics and dividend equivalents summarized in proxy .
Governance Assessment
Key positives
- Long-tenured independent trustee with deep finance and real estate operating credentials; serves as CHC Chair and Audit member, supporting pay oversight and financial/risk governance .
- Strong attendance (≥75% threshold met) and active committee cadence (Audit 7; CHC 3 in 2024) signal engagement .
- Compensation governance: CHC engaged independent consultant (Ferguson Partners) and maintained independent composition with no interlocks; robust policies (clawback; anti-hedging; ownership) .
Potential watch items
- External board seats: Concurrent service at OXY and Western Asset funds—PSA policy limits trustees to three public boards absent NGS approval; PSA states all trustees are in compliance (mitigates overboarding risk) .
- Related-party exposure: No Poladian‑specific related‑party transactions disclosed; CHC interlocks/insider participation explicitly negative (none) for 2024 .
Shareholder signaling
- Say‑on‑pay support strong: 96.5% support in 2024 per proxy; 2024 8‑K vote 147.24M for vs 5.32M against; 2025 8‑K vote 146.07M for vs 8.26M against—indicating broad investor confidence in pay oversight under CHC leadership .
Appendices
Trustee Compensation (Detail)
| Year | Fees Earned (Cash) | Equity Award (Options/AO LTIP Units, grant-date FV) | Total |
|---|---|---|---|
| 2024 | $170,000 | $180,031 | $350,031 |
Annual cash retainer schedule (2024): Board member $120,000; Committee chair supplemental $25,000; Committee member $12,500 . Equity program: $180,000 annual time‑based options or AO LTIP Units; one‑time onboarding $540,000 (time‑based) .
Committee Memberships and Meetings (2024)
- CHC Committee: Members—A. B. Poladian (Chair), S. S. Mitra, R. Owen, R. P. Spogli, P. S. Williams; Meetings: 3 .
- Audit Committee: Members—K. M. Pipes (Chair), M. R. Hawthorne, A. B. Poladian, J. Reyes, T. M. Shaukat; Meetings: 7 .
Say‑on‑Pay Voting Outcomes
| Meeting | Votes For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| 2024 Annual Meeting | 147,239,032 | 5,323,870 | 491,185 | 8,714,898 |
| 2025 Annual Meeting | 146,068,319 | 8,261,877 | 578,061 | 6,268,740 |
- Proxy commentary: 2024 Say‑on‑Pay support “over 96.5%” .
Policies and Conflicts
- CHC interlocks/insider participation: None; no member was an officer/employee; no material interest in a Company transaction in 2024 .
- Related‑party oversight frameworks described; no Poladian‑specific related party disclosures identified in reviewed sections .
- Trustee attendance: All trustees attended the 2024 annual meeting; each trustee other than Mitra met ≥75% threshold for 2024 .
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