John Reyes

About John Reyes

John Reyes is an independent trustee of Public Storage (PSA), serving since 2019. He is the retired Senior Vice President and Chief Financial Officer of Public Storage (1996–2019) and previously worked at EY as a Certified Public Accountant (1983–1990). Reyes is age 64 and currently serves on the Audit Committee; the Board classifies him as independent under NYSE rules, and the Audit Committee (on which he sits) is composed entirely of independent “financial experts.”

Past Roles

External Roles

• No other current public company directorships are listed for Reyes in PSA’s trustee biography.

Board Governance

• Committee memberships: Audit Committee member (current membership: Kristy M. Pipes (Chair), Maria R. Hawthorne, Avedick B. Poladian, John Reyes, and Tariq M. Shaukat). The Audit Committee met 7 times in 2024, and all five members qualify as “financial experts.”
• Independence: The Board determined that 83% of trustee nominees are independent; all members of the Audit, CHC, and NGS Committees are independent.
• Attendance: The Board held four meetings in 2024; all trustees at the time attended the 2024 annual meeting. Each trustee other than Mr. Mitra attended at least 75% of applicable Board/committee meetings (Reyes met or exceeded 75%).
• Lead Independent Trustee: Kristy M. Pipes (also Audit Committee Chair) has served as Lead Independent Trustee since May 2024.
• Board refreshment: Reyes has served on the Board since 2019; the average tenure of the 12 nominees is 8.7 years.

Fixed Compensation (Non‑Management Trustee Pay)

• Annual cash retainer structure (2024): Board member $120,000; Committee member $12,500; Lead Independent Trustee/Committee Chair supplemental retainer $25,000. Beginning in 2025, a $250,000 supplemental retainer applies to the Chair of the Board.
• Director deferral program: Trustees may elect cash retainers in cash, unrestricted common shares, fully vested DSUs, and beginning 2025, fully vested LTIP Units; DSUs settle in common shares per the trustee’s election (or earlier on death/disability/change in control).
• 2024 compensation received by John Reyes:
  • Fees earned or paid in cash: $128,090 (elected to receive all 2024 Board fees in DSUs under the Trustee Deferral Program).
  • Option/AO LTIP Unit award grant date fair value: $180,031.
  • Total: $308,121.

Performance Compensation (Director Equity Program Design)

• Director equity awards (non-management trustees): One-time onboarding award equal to $540,000 fair value (options or AO LTIP Units), vesting on the first anniversary; Annual award equal to $180,000 fair value (options or AO LTIP Units), granted after the annual meeting and vesting on the first anniversary.
• Note: Director equity grants are time‑based, not tied to company performance metrics; (executive awards—not applicable to Reyes—carry relative TSR performance conditions).

Other Directorships & Interlocks

• Current public company boards: None disclosed for Reyes.
• Compensation Committee interlocks: No interlocking relationships existed in 2024 between any Board/CHC Committee member and a PSA executive officer; no CHC member was an officer/employee, had material interest in a transaction, or indebtedness to PSA.

Expertise & Qualifications

• Financial and accounting expertise from serving as PSA CFO (1996–2019) and prior CPA experience at EY.
• Audit Committee “financial expert” (all five members designated as such), supporting oversight of financial reporting, ERM, and cybersecurity/data privacy risk.

Equity Ownership

• Trustee and officer ownership guidelines: Trustees must own shares/equivalents equal to 5x the annual cash retainer, to be achieved within five years; as of the proxy, all non‑management trustees with 5+ years of service have met the requirement.
• Beneficial ownership (as of March 3, 2025):

• Ownership alignment risk controls: PSA discloses robust stock ownership guidelines, clawback policy, and an anti‑hedging policy as part of its governance practices.

Insider Trades (Form 4) – Patterns and Recent Activity

• Summary: Reyes’ 2023–2025 activity includes quarterly small common share awards, annual director equity grants in AO LTIP Units, significant option/AO LTIP Unit conversions aligned with PSA’s UPREIT equity restructuring, and discretionary sales in December 2023. No open‑market purchases are reported in the period reviewed.

Source: PSA Form 4s (SEC EDGAR). Full 2023–2025 dataset retrieved programmatically; representative records shown above. [/tmp/insider_trades_20251120_024540.json]

Related Party Transactions and Conflicts

• Related-party oversight: The Board’s governance framework includes a Code of Conduct, Corporate Governance Guidelines, and committee charters; the Audit Committee oversees ERM, financial and information security risks, and reviews legal/regulatory compliance and internal audit.
• Anti-hedging and stock ownership controls: PSA discloses an anti-hedging policy, robust stock ownership guidelines, and a clawback policy covering all compensation.
• CHC interlocks: None in 2024; no CHC member was an officer/employee of PSA or had material interests/indebtedness with PSA.
• Independence: The Board has affirmatively determined independence for Reyes (excepted only the Chairman and CEO).

Governance Assessment

• Strengths for investor confidence:
  • Proven financial oversight: Reyes brings long-tenured CFO experience at PSA and prior CPA audit experience; designated as a financial expert on the Audit Committee.
  • Independence and attendance: Board-recognized independence, and attendance met Board expectations in 2024; Audit Committee fully independent.
  • Ownership alignment: Significant beneficial ownership (467,637 shares/units), DSU elections for fees, and compliance under stock ownership guidelines support alignment.
  • Risk controls: Anti‑hedging policy, clawback policy, and double-trigger equity vesting strengthen governance.
• Watch items:
  • Liquidity events: December 2023 transactions show sizable option exercises and share sales around ~$273 per share; while common for equity refresh/UPREIT transitions, continued monitoring of insider selling cadence provides context on alignment. (Form 4 links above)

Overall, Reyes is a financially sophisticated, independent Audit Committee member with solid attendance and meaningful ownership, with director pay balanced between cash retainers and time-based equity, and no disclosed related-party exposures or interlocks that would impair independence.