Chris C. Sambar

About Chris C. Sambar

Chief Operating Officer at Public Storage (PSA) since October 14, 2024; age 51; long-tenured telecom operator with senior network leadership at AT&T Communications (President, AT&T Network 2022–2024; EVP, AT&T Network 2019–2022) and director at AST SpaceMobile since June 2024 . PSA delivered record 2024 results with $4.7B revenues and $3.4B NOI, leading peers in Core FFO per share ($16.67), RevPAF, and direct operating margin, providing a strong performance backdrop for 2025 incentive alignment . PSA’s executive pay design emphasizes multi-year, relative TSR-driven equity (80% of long-term equity), robust ownership rules (4x salary for non-CEO execs), anti-hedging, and no employment/severance agreements, aligning incentives and risk control .

Past Roles

Organization	Role	Years	Strategic Impact
AT&T Communications	President, AT&T Network	Aug 2022 – Oct 2024	Senior leadership of AT&T Network (details not further disclosed)
AT&T Communications	EVP, AT&T Network	Sep 2019 – Aug 2022	Senior leadership of AT&T Network (details not further disclosed)
AT&T Communications	Various roles of increasing responsibility	2002 – 2019	Not disclosed

External Roles

Organization	Role	Years	Strategic Impact
AST SpaceMobile (NASDAQ: ASTS)	Director	Jun 2024 – Present	Not disclosed

Fixed Compensation

Metric	2024	2025
Base Salary ($)	$800,000 (annualized; joined Oct 14, 2024)	$800,000
Sign-on/Make-whole Cash Bonus ($)	$1,000,000 (new hire award)	— (none disclosed)

Performance Compensation

Annual Cash Incentive

Item	2024	2025
Participation	Did not participate (joined late)	Eligible
Target Bonus ($)	—	$1,000,000
Metrics & Weighting	Core FFO growth (program: 60%), strategic goals (40%) — Company program summary (Sambar excluded)	Core FFO growth 60%, NAV growth 10%, strategic goals 30%
Actual Payout	N/A	N/A (future period)

Equity Incentives

• 2024 New-Hire Equity (make-whole):

Award Type	Grant Date	Amount (Grant-Date Fair Value)	Quantity	Vesting
Fully-vested Common Shares	11/5/2024	$2,446,189	7,182 shares	Fully vested at grant
Time-based LTIP Units	11/5/2024	$4,892,038	14,363 LTIP Units	Three equal installments beginning one year from grant date

• 2025 Long-term Equity Targets:

Component	Target Value ($)	Performance Period	Performance Metrics	Vesting
Performance-based AO LTIP Units	$600,000	Mar 2025 – Mar 2028	Relative TSR vs S&P 500 REITs excl. office/malls (70%) and self-storage peers (30%)	60% at certification; 40% over next 2 years
Performance-based LTIP Units	$1,800,000	Mar 2025 – Mar 2028	Relative TSR vs S&P 500 REITs excl. office/malls (70%) and self-storage peers (30%)	60% at certification; 40% over next 2 years
Time-based AO LTIP Units	$600,000	N/A	N/A	20% per year over 5 years beginning one year from grant

Equity Ownership & Alignment

Ownership Guideline (Execs)	Requirement Multiple	Sambar Requirement ($)	Compliance Window	Anti-Hedging	Pledging Policy
Executive stock ownership guidelines	4x base salary	$3,200,000	Achieve within 5 years; initial position within 1 year	Prohibited for insiders	Discouraged; none pledged by execs

Beneficial Ownership Detail	Directly-Owned Common Shares	Directly-Owned LTIP Units	Value of Qualifying Securities ($311.04 close 3/3/2025)	Excess/(Shortfall) vs Guideline	% of Shares Outstanding
As of March 3, 2025	4,355	14,363	$5,822,047	$2,622,047	<1% (4,355 shares)

• Outstanding/unvested equity at 12/31/2024: 14,363 LTIP Units; estimated market value $4,300,857 .
• Ownership guideline methodology excludes unearned performance awards and unexercised options/AO LTIP Units before conversion; counts earned LTIP Units/OP Units and vested deferred RSUs/DSUs .

Employment Terms

Term	Disclosure
Employment start date	October 14, 2024
Employment/severance agreements	None; PSA has no employment, “golden parachute,” or severance agreements with NEOs
Clawback	Mandatory and discretionary recoupment covering GAAP restatements and material non-GAAP misstatements; 3-year lookback; filed with 2024 10-K
Change-of-control vesting	Double-trigger; acceleration if awards not assumed; otherwise vesting on termination without cause within 1 year post-COC
Potential payouts (12/31/2024 valuation)	Death/Disability: $4,300,857; Termination on Change of Control: $4,300,857
Retirement vesting policy	Accelerated vesting for time-based awards and pro-rated performance awards subject to age/service thresholds and notice
Non-compete/non-solicit/garden leave	Not disclosed in proxy

Compensation Structure Notes

• Pay mix emphasizes at-risk equity (multi-year, relative TSR) and long vesting periods; no tax gross-ups, no option repricing, and strong governance (double-trigger COC, minimum 1-year vesting on 95% of shares) .
• 2025 annual incentive adds NAV growth metric (10%) to Core FFO growth (60%) and strategic goals (30%), increasing focus on intrinsic value creation .
• 2024 say-on-pay support: 96.5% “For,” reflecting shareholder alignment with program design .

Compensation Benchmarking (Peer Group)

PSA benchmarks NEO compensation against large-cap REITs and relevant non-REITs; includes American Tower, Equinix, Welltower, Simon Property, Digital Realty, Realty Income, Crown Castle, Extra Space, CubeSmart, and select S&P 500 non-REITs (Phillips 66, Valero, Ross Stores, Yum! Brands), among others; rationale: comparable asset/operational scale and talent markets .

Equity Overhang and Burn Rate (Program Context)

PSA manages equity usage below ISS burn rate benchmarks; 2024 burn rate ~0.19% (326,431 awards vs ~175.35M weighted shares), indicating disciplined dilution control .

Performance & Track Record

• PSA 2024 highlights: record revenues $4.7B and NOI $3.4B; portfolio growth of 3.2M sq ft; Core FFO per share $16.67; leading same-store metrics and digital customer rentals (75%), positioning 2025 opportunities .
• Sambar’s PSA tenure began Q4 2024; performance outcomes tied to 2025–2028 relative TSR awards and 2025 annual plan metrics; prior AT&T network leadership roles provide operational experience (specific achievements not disclosed) .

Risk Indicators & Red Flags

• Hedging prohibited; pledging discouraged and not used by exec officers (pledging noted only for two trustees; Board views risks as low) .
• No employment/severance contracts; clawback policy robust; double-trigger change-of-control mitigates windfall risk .
• Related-party transactions: none disclosed involving Sambar; broader governance includes independent committees and strong ownership guidelines .

Investment Implications

• Alignment: Sambar exceeds his stock ownership guideline by ~$2.6M, with unvested LTIP equity that vests over three years—positive for retention and long-term alignment .
• Near-term supply: New-hire LTIP Units vest in equal annual tranches starting 11/5/2025, creating periodic potential settlement events; monitor Form 4 activity around vest dates for selling pressure signals (policy prohibits hedging; pledging absent) .
• Performance leverage: 2025 incentive structure (Core FFO + NAV + TSR-based LTIP) ties cash and equity outcomes to operational execution and market-relative performance—watch relative TSR vs S&P 500 REITs and self-storage peers and NAV trajectory for payout visibility .
• Governance quality and say-on-pay support (96.5%) reduce compensation risk; absence of severance agreements and robust clawback strengthen downside protection for shareholders .