Maria R. Hawthorne

About Maria R. Hawthorne

Maria R. Hawthorne, age 65, is an independent trustee of Public Storage (PSA) since 2024 and serves on the Audit Committee. She is the retired CEO of PS Business Parks (PSB) and holds current public company directorships at Essex Property Trust (ESS) and ASGN Incorporated (ASGN). Her core credentials span commercial real estate operations, capital markets, acquisitions/development, enterprise risk management, and extensive audit committee experience .

Past Roles

Organization	Role	Tenure	Committees/Impact
PS Business Parks (NYSE, sold Jul 2022)	President; Chief Executive Officer	President from Aug 2015; CEO from Jul 2016 to retirement Sep 2020	Led operations and strategy through multi‑year period; post-retirement served as Interim COO Jan 2022–Jul 2022 during sale process
PS Business Parks	Chief Financial Officer	Sep 2017–Sep 2018	Finance leadership across REIT functions
PS Business Parks	EVP, Chief Administrative Officer	Jul 2013–Aug 2015	Oversight of administrative functions and human capital
PS Business Parks	Various management roles	1994 onward	Progressive leadership roles across operations
American Office Park Properties	Management positions	1988–1994	Early career operating experience in office parks

External Roles

Organization	Role	Tenure	Committees/Notes
Essex Property Trust (ESS)	Director	Since Mar 2020	Committee details not disclosed in PSA proxy
ASGN Incorporated (ASGN)	Director	Since Jun 2021	Committee details not disclosed in PSA proxy
PS Business Parks	Director	Jul 2016–Jul 2022	Board service concluded with sale in 2022

Board Governance

Independence and committee service: Independent trustee; member of Audit Committee, which comprises five financial experts and meets heightened SEC/NYSE independence requirements .
Attendance and engagement: The Board held 4 meetings in 2024; all trustees except one attended at least 75% of Board and applicable committee meetings (Hawthorne was not the exception), and all trustees attended the 2024 annual meeting .
Committee activity levels: Audit Committee met 7 times in 2024; Compensation & Human Capital (CHC) met 3 times; Nominating, Governance & Sustainability (NGS) met 5 times .
Board service limits: Trustees may not serve on more than three public company boards (including PSA) without NGS approval; compliance reviewed annually. Hawthorne’s total board count (PSA + ESS + ASGN) is within the cap .
Stock ownership guidelines: Trustees must hold PSA common shares or equivalents equal to 5× annual cash retainer within 5 years. Only vested DSUs, vested RSUs with deferred delivery, and earned LTIP Units count; unvested awards do not count .

Fixed Compensation

PSA non-management trustee compensation policy (2024):

Component	Amount
Annual Board Retainer (cash)	$120,000
Committee Chair supplemental retainer	$25,000
Committee Member retainer	$12,500

Maria R. Hawthorne’s 2024 cash compensation:

Metric	2024
Fees earned or paid in cash	$57,785
Total cash + equity compensation	$597,773

Notes: Trustees may elect to receive retainers in cash, unrestricted common shares, fully vested DSUs, and beginning in 2025, fully vested LTIP Units; DSUs settle per trustee election and receive dividend equivalents .

Performance Compensation

PSA trustee equity awards are time-based (not performance-metric based):

Grant	Date	Type	Number/Value	Terms
Onboarding equity award	Jul 25, 2024	AO LTIP Units	9,806 units; fair value $539,988	One-time grant at appointment; time-based vesting in full on first anniversary; exercise price set per policy using closing price on grant date
Annual trustee award	Not disclosed for Hawthorne in 2024	Options or AO LTIP Units	—	Annual grants typically occur immediately after annual meeting and vest in 1 year; Hawthorne’s 2024 table shows only onboarding grant

Vesting status at year-end:

AO LTIP Units vested/exercisable as of Dec 31, 2024: 0 for Maria R. Hawthorne .

Other Directorships & Interlocks

Entity	Relationship Type	Potential Interlock/Transaction
Essex Property Trust (ESS)	Current directorship	No PSA-related transactions disclosed involving Hawthorne; no interlocks flagged in PSA filing
ASGN Incorporated (ASGN)	Current directorship	No PSA-related transactions disclosed involving Hawthorne; no interlocks flagged in PSA filing
PS Business Parks	Prior directorship and executive roles	PSB sold in Jul 2022; no current related-party transactions disclosed; Hawthorne’s service ended with sale

Expertise & Qualifications

Expertise across commercial real estate operations, financial/operational strategies, acquisitions/development, capital markets, enterprise risk management, leadership development; experienced public company director with extensive audit committee experience .
Audit Committee context: All members qualify as financial experts; oversight includes financial reporting, ERM, cybersecurity/data privacy, and sustainability disclosure accuracy .

Equity Ownership

Category	Amount	Notes
Directly owned common shares	8,331	As of Mar 3, 2025
AO LTIP Units	9,806	Convertible to LTIP Units subject to terms; none vested as of Dec 31, 2024
Total common shares beneficially owned (incl. rights to acquire within 60 days)	18,137	Less than 1% of class
Shares pledged as collateral	None disclosed for Hawthorne	Pledging disclosed for other trustees (Havner, Mitra), not for Hawthorne

Stock ownership guideline status:

Trustees must reach 5× cash retainer within 5 years; Hawthorne is within compliance window as a 2024 appointee .

Governance Assessment

Board effectiveness: Hawthorne strengthens the Audit Committee’s financial expertise and brings operational REIT leadership experience, relevant to PSA’s ERM and technology/cyber oversight scope .
Independence & attendance: Independent with ≥75% attendance; no disclosed related-party transactions involving Hawthorne, supporting investor confidence .
Ownership alignment: Holds PSA shares and AO LTIP Units; onboarding equity aligns interests; within the 5-year ownership guideline runway .
Time commitments: Board limit of three public company boards; Hawthorne’s current roles align with policy and are reviewed by NGS annually for effectiveness .

RED FLAGS

None disclosed specific to Hawthorne: no pledging/hedging, no related-party transactions, and no attendance shortfall reported .

Shareholder signals

Company Say‑on‑Pay support of 96.5% in 2024 indicates broad investor approval of compensation governance; CHC Committee retains independent consultant and emphasizes pay-for-performance for executives (context for PSA governance quality) .