Joseph D. Russell, Jr.

About Joseph D. Russell, Jr.

Joseph D. Russell, Jr. (age 65) is President (since July 2016) and Chief Executive Officer (since January 1, 2019) of Public Storage and a trustee since 2019; previously he was President and CEO of PS Business Parks (2002–2016), and earlier served more than a decade at Spieker Properties, including as an officer at its 1993 IPO . Under his leadership PSA reported 2024 record revenues of $4.7B and record NOI of $3.4B, led sector RevPAF and direct operating margins, and grew portfolio square footage 37% since 2019 . PSA’s five‑year cumulative TSR turns $100 into $174 versus $118 for the NAREIT Equity Index; Core FFO per share was $16.67 in 2024 .

Past Roles

Organization	Role	Years	Strategic impact
Public Storage	President	Jul 2016–present	Led omni‑channel/digital operating model; pipeline of 4.0M sq ft; sector‑leading margins and RevPAF in 2024 .
Public Storage	Chief Executive Officer	Jan 2019–present	Record 2024 revenues/NOI; 37% portfolio growth since 2019 .
PS Business Parks, Inc.	President & CEO	2002–2016	Ran diversified REIT; later served on board until sale in 2022, supporting execution and transition .
Spieker Properties, Inc.	Officer/Executive (multiple roles)	10+ years through 1993	Officer at 1993 IPO; operating/real estate execution experience .

External Roles

Organization	Role	Years	Notes
Nareit Board of Governors	Executive Committee member	Current	Industry leadership and policy engagement .
PS Business Parks, Inc.	Director	2003–2022	Board service until sale in 2022 .

Fixed Compensation

Metric	2022	2023	2024
Base Salary ($)	$800,000	$900,000	$1,000,000
All Other Compensation ($)	$12,200 (401k etc.)	$18,200 (incl. $5,000 PS insurance board meeting)	$18,800 (incl. $5,000 PS insurance board meeting)

Performance Compensation

2024 Annual Cash Incentive construct: 60% Core FFO growth; 40% strategic management goals; Core FFO –1.3% mapped to 75% factor; Russell’s overall award at 80% of $2.0M target ($1.59M) .
Equity mix emphasizes at‑risk, long‑vesting awards (80% performance‑based with 3‑year relative TSR; 20% time‑vested over 5 years); earned awards vest 60% at certification and 40% over two years .

2024 Annual Cash Incentive (CEO)	Weight	Target	Actual	Payout
Core FFO Growth	60%	0%–1% growth = 100%	–1.3%	75% of component
Strategic Goals	40%	Set per CHC Committee	Assessed vs objectives	Included in 80% total outcome
Total Payout vs Target	100%	$2,000,000	—	$1,590,000 (80%)

2024 LTI Targets (granted Mar 5, 2024)	Vehicle	Target Value ($)	Target Units/Options	Performance/vesting terms
Time‑Based AO LTIP Units (20%)	AO LTIP Units	$1,410,000	28,155	5‑year ratable vesting .
Performance AO LTIP Units (20%)	AO LTIP Units	$1,410,000	27,910	3‑yr relative TSR: 70% vs S&P500 REITs (ex office/malls, incl. U‑Haul), 30% vs self‑storage peers; 60% vests at certification, 40% over 2 yrs .
Performance LTIP Units (60%)	LTIP Units	$4,230,000	15,134	Same TSR design/vesting as above .

2022 Multi‑Year LTI (earned Feb 2024)	Metric result	Payout	CEO earned units
TSR vs self‑storage peers (60% weight)	122% of peers	150%	—
TSR vs S&P 500 Equity REITs (40% weight)	105% of index	100%	—
Weighted outcome	—	130%	40,562 AO LTIP Units; 11,116 LTIP Units (3/5 vested Feb 28, 2024; remainder over 2 yrs) .

Summary Compensation (CEO)	2022	2023	2024
Salary ($)	800,000	900,000	1,000,000
Stock Awards ($)	3,977,156	3,165,047	4,010,813
Option/AO LTIP Awards ($)	3,062,086	2,473,044	2,882,613
Non‑Equity Incentive ($)	1,350,000	2,220,000	1,590,000
All Other ($)	12,200	18,200	18,800
Total ($)	9,201,442	8,776,291	9,502,226

Additional context:

2025 design adds 10% NAV growth alongside 60% Core FFO growth and 30% strategic goals; equity program structure remains (20% time‑based AO LTIP, 20% performance AO LTIP, 60% performance LTIP) .
Say‑on‑pay support was 96.5% in 2024 .

Equity Ownership & Alignment

Item	Detail
CEO ownership guideline	6x base salary; CEO must reach within 5 years; retention of 50% net after‑tax shares until compliant .
CEO guideline status (as of Mar 3, 2025)	Requirement $6,000,000; qualifying securities value $27,920,450; excess $21,920,450 .
Beneficial ownership (as of Mar 3, 2025)	19,096 directly owned common shares; 197,204 AO LTIP Units; 55,047 LTIP Units; total beneficially owned 271,347 (<1%) .
Vesting/overhang (selected 12/31/2024 positions)	Unexercised/uneared 109,020 AO LTIP/Options; 36,174 unearned LTIP units (counts reflect award terms/assumptions at target/max per table) .
Insider transactions/settlements (2024)	Exercised 102,310 AO LTIP Units (imputed value $12.07M); 1,800 RSUs vested ($506,736); 5,750 LTIP Units vested ($1.63M) .
Hedging/pledging	Anti‑hedging policy; pledging discouraged; no executive officers (incl. CEO) currently pledge shares .

Employment Terms

Provision	Summary
Employment/severance agreements	None; no individual employment or severance agreements for NEOs .
Termination (voluntary/involuntary)	Unvested equity forfeited; vested options/AO LTIP generally 90 days (voluntary) or 1 year (involuntary; 30 days for cause) to exercise; vacation payout per policy .
Death/Disability	All unvested time‑based awards vest; performance awards vest at target (if within performance period) or actual (if period completed); one‑year exercise window .
Retirement (policy‑based)	Time‑based awards accelerate; performance awards prorated/actual based on timing; 1‑year post‑retirement exercise (or after performance certification) if eligible and approved .
Change‑in‑Control	Double‑trigger: if awards assumed/continued, vest on termination without cause within 1 year; if not assumed/continued, time‑based accelerate and performance awards vest at target/actual pro‑rata; options/SARs may be cashed out or exercise window provided .
280G treatment	“Best after tax” cutback to avoid excise tax if beneficial .
Clawback	Mandatory clawback for financial restatements per SEC/NYSE; discretionary recovery for non‑GAAP misstatements; 3‑year lookback; applies to executive officers .

Estimated value of accelerated awards if event at 12/31/2024	Options/AO LTIP	RSUs/LTIP	Total
Death or Disability	$6,970,885	$16,392,843	$23,363,728
Qualifying Retirement	$6,251,373	$10,695,398	$16,946,771
Termination on Change of Control	$6,251,373	$10,695,398	$16,946,771

Board Governance

Board service: Trustee since 2019; not independent (CEO) .
Board structure: Separate Chairman (Havner) and CEO; Lead Independent Trustee (Pipes) presides executive sessions; 83% independent trustees; declassified board .
Committees: CEO is not on committees; Audit, Compensation & Human Capital (CHC), and Nominating, Governance & Sustainability (NGS) are fully independent .
Attendance: Board met 4 times in 2024; all trustees (then serving) attended annual meeting .

Director Compensation (as it pertains to Russell)

As an executive officer, Mr. Russell receives no additional trustee compensation; non‑management trustee pay (options/AO LTIP and retainers) does not apply to him .

Compensation Structure Analysis

Mix emphasizes at‑risk equity with multi‑year relative TSR (80% of equity performance‑based) and long vesting (five years), aligning realized pay to long‑term performance and aiding retention .
2024 annual bonus outcomes reflected operating reality (Core FFO –1.3% → 75% factor) with CEO at 80% of target; discretion and goals tied to strategic execution reduced risk of windfalls .
No tax gross‑ups, no option repricing, double‑trigger CoC vesting, robust clawback, and strong ownership guidelines indicate shareholder‑friendly design; 2024 say‑on‑pay approval at 96.5% supports alignment .

Compensation Peer Group (for benchmarking and plan design)

Self‑storage peers: Extra Space (S&P 500), CubeSmart; broader S&P 500 REITs and select large‑cap non‑REITs used for market context; peer set updated in Nov 2023 .
The proxy discloses the full list and rationale; target percentile for pay positioning is not explicitly stated in the document .

Say‑on‑Pay & Shareholder Feedback

2024 say‑on‑pay support: 96.5%; CHC Committee cites ongoing investor engagement and enhancements (e.g., multi‑year performance equity, transparency) in response to feedback .

Risk Indicators & Red Flags

No executive pledging; anti‑hedging policy in place .
No employment or severance agreements; double‑trigger CoC; “best after tax” 280G provision; no option repricing; no tax gross‑ups; robust clawback covering GAAP and certain non‑GAAP restatements .
CEO pay ratio (2024): 257:1 (context on workforce composition provided) .
Related‑party transactions disclosed (e.g., Canadian facilities with Gustavson family), none involving Mr. Russell .

Employment & Contracts

Start dates/tenure: PSA President since 2016; CEO since 2019; trustee since 2019 .
No fixed‑term employment contract; no auto‑renewal or non‑compete disclosed in proxy; severance governed by plan terms and general policies as summarized above .

Performance & Track Record

Financial/operational: 2024 record revenue ($4.7B), record NOI ($3.4B); sector‑leading RevPAF and direct operating margin; 75% digital rentals vs ~30% peers .
Portfolio: Added 3.2M sq ft in 2024 at $610.9M; 37% growth since 2019; robust development pipeline (4.0M sq ft) .
Balance sheet: A/A2 ratings; 3.9x net debt plus preferred to TTM EBITDA; executed $1.0B senior notes and launched ATM program .
Shareholder returns: Five‑year TSR $174 vs NAREIT Equity Index $118 from 2018 base; CEO’s realized/“CAP” analysis tied to market movements explained in PVP disclosures .

Board Service History, Committees, and Dual‑Role Implications

Board service: Trustee since 2019; serves as management representative on a largely independent, refreshed board (avg tenure 8.7 years) .
Committee roles: None (committees are independent) .
Dual‑role implications: Chairman and CEO roles are separated (Chairman: R.L. Havner, Jr.); Lead Independent Trustee role maintained to bolster independence; supports checks‑and‑balances on a CEO‑trustee structure .

Investment Implications

Alignment and retention: High at‑risk equity with multi‑year relative TSR, extended vesting, and stringent ownership guidelines (CEO exceeding requirement by ~$21.9M) signal strong alignment and lower near‑term flight risk; absence of severance contracts reduces “pay for failure” risk .
Performance sensitivity: Annual incentive tied primarily to Core FFO growth (60%) and strategic initiatives (40%) produced below‑target payout amid –1.3% Core FFO, showing pay‑for‑performance discipline; 2025 addition of NAV growth (10%) incrementally aligns to intrinsic value creation .
Trading/flow considerations: Significant AO LTIP/LTIP vesting and AO LTIP exercises occur around performance certifications and scheduled vest dates (e.g., 2024 exercises/vests), which can create episodic selling liquidity when units convert/share delivery occurs, though anti‑hedging and no‑pledging policies mitigate risk of forced selling .
Governance quality: Separate Chair/CEO, independent committees, robust clawback, no repricing, no gross‑ups, and strong say‑on‑pay outcomes reduce governance discount and support long‑term investor confidence .