H. Thomas Boyle

About H. Thomas Boyle

H. Thomas (“Tom”) Boyle, age 42, is Public Storage’s Chief Financial Officer since January 1, 2019 and Chief Investment Officer since January 1, 2023; he joined PSA in 2016 after roles at Morgan Stanley from analyst to Executive Director in Equity and Debt Capital Markets . Under his finance and investment leadership, PSA delivered record 2024 revenue of $4.7B, NOI of $3.4B, RevPAF leadership, and Core FFO/share of $16.67; same-store direct operating margin was 78.5% and digital rentals reached 75% . Over the 2022 three‑year award cycle, PSA’s relative TSR was 122% vs self‑storage peers and 105% vs S&P 500 REITs, yielding 130% weighted performance certification, tying long‑term pay to shareholder value .

Past Roles

Organization	Role	Years	Strategic Impact
Public Storage	Chief Financial Officer	2019–present	Led record revenue/NOI; balance sheet at ~A ratings; digital operating model advances
Public Storage	Chief Investment Officer	2023–present	Capital allocation to acquisitions/development; 2024 growth of 3.2M sq ft at $610.9M cost
Public Storage	VP & CFO, Operations	2016–2019	Operational finance and transformation groundwork
Morgan Stanley	Executive Director, Equity & Debt Capital Markets	2005–2016	Capital markets expertise supporting PSA financing strategy

External Roles

Organization	Role	Years	Notes
Shurgard Self Storage Limited	Director; member, Real Estate Investment Committee	Since May 2023	PSA receives 1% trademark royalties from Shurgard; $4.3M in 2024

Fixed Compensation

Component	2023	2024	2025 (approved)
Base Salary ($)	$600,000	$650,000	$725,000
Target Bonus ($)	$900,000	$1,000,000	$1,100,000
Actual Annual Incentive ($)	$994,500 (111% of target)	$820,000 (82% of target)	—

Performance Compensation

Metric	Weighting	Target	Actual	Payout Mechanics	Vesting
Annual Cash: Core FFO Growth	60%	0–1% growth = 100% payout (scale −3% to >3%)	−1.3% achieved → 75% for this component	Combined with strategic goals to derive total award (Boyle 82% of target)	Cash (paid 2025)
Annual Cash: Strategic Goals	40%	CFO goals across shareholder results, capital allocation, systems, tenant insurance	Committee view integrated into 82% total	Discretion within defined objectives	Cash
2024 Time‑Based AO LTIP Units	20% of equity	$850,000; 16,973 units	Time‑based; no performance test	Aligns retention with share price delta exposure	20% per year over 5 years
2024 Perf‑Based AO LTIP Units	20% of equity	$850,000; 16,825 units	Relative TSR: 70% vs S&P 500 REITs (ex office/malls, incl U‑Haul), 30% vs EXR/CUBE/NSA	Earn 0–200% of target; threshold 60%/80% of peer TSR	60% after 3‑yr period (Mar 2024–Mar 2027), 40% over following 2 yrs
2024 Perf‑Based LTIP Units	60% of equity	$2,550,000; 9,123 units	Same relative TSR construct as above	0–200% earn‑out	60% after 3‑yr period; 40% over 2 yrs
2022 Perf Awards (earned in 2024)	—	—	29,097 AO LTIP Units; 7,974 LTIP Units (weighted 130% performance)	60% certified vested Feb 28, 2024	Remaining vests over 2 years

Equity Ownership & Alignment

Item	Value	Source/Notes
Direct Common Shares	10,227	Beneficial ownership count
AO LTIP Units (exercisable/convertible to LTIP)	209,842	Convertible per partnership terms
LTIP Units (vested/scheduled)	12,821	Convertible to OP units then shares/cash
Total Beneficial Ownership	232,890 shares equivalents; <1% of class	Based on 175,417,465 shares outstanding
Executive Ownership Guideline	4× salary; Boyle requirement $2.9M	CEO 6×; other execs 4×
Guideline Compliance	$10,474,583 qualifying value vs $2.9M requirement; excess $7,574,583	Based on $311.04 share price on 3/3/2025
Hedging/Pledging	Hedging prohibited; pledging discouraged; no exec pledging noted (margin accounts disclosed for non‑exec trustees only)	Alignment policy & enforcement

Vesting/flow-through indicators:

2023/2024 perf awards end Mar 14, 2026 and Mar 4, 2027; 60% vest at certification, 40% vest ratably over two years, creating scheduled share/unit releases that can add supply pressure around certification dates .

Insider liquidity in 2024:

RSUs vested: 1,350 shares; value realized $380,052 at listed vest prices .
LTIP Units vested: 3,718; imputed value $1,058,704 .
AO LTIP Unit exercises: none reported for Boyle in 2024 .

Employment Terms

No employment or severance agreements; clawback applies to all incentive compensation (mandatory on GAAP restatement, discretionary on material non‑GAAP misstatements) .
Retirement Equity Vesting Policy (eligibility: age ≥55, ≥10 years service, age+service ≥80, 12‑month notice; Board committee approval): time‑based equity accelerates; performance equity forfeited if retire <1 yr into period, prorated if retire after year 1, or vests based on actual performance if retire after period; options/AO LTIP units exercisable up to one year post‑retirement/certification .
Change‑in‑control: double trigger—acceleration only if awards not assumed or if assumed and terminated without cause within 1 year; if awards terminated in a CIC, time‑based awards vest; performance awards vest at target or actual pro‑rata; option/AO LTIP exercise windows/cashouts specified .

Compensation Structure Analysis

Mix shift emphasizes multi‑year TSR‑based equity: 80% of long‑term equity is performance‑contingent, with extended 5‑year vest schedules, strengthening long‑term pay-for-performance and retention .
Annual cash incentive tightened linkage to financials: Core FFO growth weighting raised to 60% (from 50% in 2023), reducing discretion and anchoring to REIT earnings quality .
2025 enhancements add NAV growth (10%) to annual bonus metrics and maintain TSR‑based equity with identical 70/30 peer weighting; Boyle’s 2025 targets: base $725k; bonus $1.1M; AO LTIP time‑based $850k; performance AO LTIP $850k; performance LTIP $2.55M .

Say‑on‑Pay & Governance Context

Say‑on‑Pay support: 96.5% in 2024; 98.4% in 2023, signaling strong investor endorsement of program design .
CHC Committee independent; 2024 meetings: 3; uses Ferguson Partners for benchmarking; no repricing; double‑trigger CIC; anti‑hedging and robust ownership guidelines .

Peer Benchmarking (compensation peer group snapshot)

2024 peer set spans large REITs (AMT, EQIX, WELL, SPG, DLR, O, CCI, AVB, SBAC, EQR, INVH, SUI, MAA, UDR) and self‑storage peers (EXR, CUBE), plus select non‑REITs (PSX, ROST, YUM, VLO); PSA total capitalization ~$66.5B in peer table context . Peer group refined vs 2023 (added INVH, MAA, Phillips 66, Ross Stores, Sun Communities, UDR, Valero; removed Boston Properties, Domino’s, Prologis, Weyerhaeuser) .

Investment Implications

Alignment: Boyle materially exceeds ownership guidelines and is subject to strict anti‑hedging/no‑pledging practices, supporting shareholder alignment .
Retention vs supply: Multi‑year TSR awards with 3‑year performance periods and extended vesting create staggered release schedules (major certification points in Mar 2026 and Mar 2027), implying periodic insider share/unit settlements but limited 2024 exercises; monitor Form 4s around certification dates for selling pressure .
Performance linkage: Annual bonus anchored to Core FFO and strategic goals (Boyle at 82% in a down‑FFO year) and long‑term equity tied to relative TSR across diversified peer sets—program likely resilient across cycles and discourages short‑termism .
Governance risk low: No employment/severance agreements; double‑trigger CIC; robust clawback; strong say-on-pay support mitigate pay risk; watch tax aspects (162(m) limits) and Section 280G best‑after‑tax provisions .

Values and details above are taken directly from PSA’s 2025 and 2024 DEF 14A proxy statements and related sections cited inline.