Natalia N. Johnson

About Natalia N. Johnson

Chief Administrative Officer at Public Storage (PSA). Age 46 as of FY2023; CAO since August 4, 2020; joined PSA in July 2016 after senior roles at Bank of America (including Chief Operating Officer for Mortgage Technology and HR Executive for the Mortgage Business), and earlier roles at Coca-Cola Andina and San Cristóbal Insurance . Tenure at PSA spans HR leadership (2016–2020) and CAO responsibilities (2020–present) . Company performance during her tenure includes multi‑year revenue and EBITDA growth.

PSA Performance	FY 2021	FY 2022	FY 2023	FY 2024
Revenues ($USD)	$3,203,566,000	$3,946,028,000	$4,259,613,000	$4,395,993,000
EBITDA ($USD)	$2,638,430,000*	$3,142,821,000*	$3,302,258,000*	$3,335,253,000*

Values marked with * retrieved from S&P Global.

Past Roles

Organization	Role	Years	Strategic Impact
Public Storage	Chief Administrative Officer	Aug 2020–present	Executive leadership across administrative functions
Public Storage	SVP & Chief Human Resources Officer	Apr 2018–Aug 2020	Led HR function
Public Storage	SVP, Human Resources	Jul 2016–Apr 2018	Senior HR leadership
Bank of America	COO, Mortgage Technology; HR Executive, Mortgage Business	Pre‑2016	Operational leadership and HR for Mortgage businesses
Coca-Cola Andina; San Cristóbal Insurance	Senior management roles	Pre‑2016	Regional consumer/insurance experience

External Roles

Organization	Role	Years	Committees / Notes
WillScot Mobile Mini Holdings Corp.	Director	Since Aug 2023	Audit and Compensation Committees

Fixed Compensation

Component	2021	2022	2023	2024
Base Salary ($)	$500,000	$500,000	$530,000	$565,000
All Other Compensation ($)	$11,600	$12,200	$13,200	$13,800

Performance Compensation

Award Type	Metric/Structure	Target	Actual Payout	Vesting
Annual Cash Incentive (2022)	Company plan (metrics not detailed in proxy)	$500,000	$565,000	Annual cash, paid 2023
Annual Cash Incentive (2023)	Company plan (metrics not detailed in proxy)	$700,000	$791,000	Annual cash, paid 2024
Annual Cash Incentive (2024)	Company plan (metrics not detailed in proxy)	$800,000	$716,000	Annual cash, paid 2025
Performance RSUs (2022 grant)	Relative market performance hurdles (Monte Carlo valuation)	4,089 target RSUs	Award value $1,901,835	3‑year performance period (2022–2024); 3/5 vest at conclusion, remainder ratably over next 2 years
Performance Options (2022 grant)	Relative market performance hurdles; Black‑Scholes valuation	14,449 target options; $355.02 strike	Award value $1,464,406	3‑year performance period (2022–2024); 3/5 vest at conclusion, remainder ratably over next 2 years
Performance RSUs (2023 grant)	Relative market performance hurdles (Monte Carlo)	6,584 target RSUs	Award value $1,980,862	3/15/2023–3/14/2026; 3/5 vest at performance conclusion, remainder over 2 years
Performance Options (2023 grant)	Relative market performance hurdles; $288.56 strike	25,551 target options	Award value $1,558,100	3/15/2023–3/14/2026; 3/5 vest at performance conclusion, remainder over 2 years
Performance LTIP Units (2024 grant)	Relative performance LTIP Units	6,815 target LTIP Units	Award value $1,806,111	Performance‑based per 2021 Plan
Performance AO LTIP Units (2024 grant)	Appreciation‑only LTIP Units; $279.51 base price	12,569 target AO LTIP Units	Award value $663,140	Performance‑based per 2021 Plan
Time‑Based AO LTIP Units (2024 grant)	Time‑vesting AO LTIP Units; $279.51 base price	12,680 units	Award value $635,050	Time‑based under 2021 Plan

2021 program context: Multi‑year performance options measured on relative TSR vs S&P 500 REITs (70%) and self‑storage REIT competitors EXR, CUBE, LIFE (30%); options subject to upward/downward adjustment based on TSR . 2021 RSUs were modified due to COVID‑19 and approved at 125% of target, vesting in five annual installments after certification .

Recent Vesting and Realized Values (Selling Pressure Indicators)

Year	Instrument	Shares/Units Vested	Value Realized ($)	Vesting Dates and Prices
2022	RSUs	2,480	$882,334	2/16/22 ($351.72), 3/5/22 ($377.36), 3/8/22 ($367.20), 8/4/22 ($330.57)
2024	RSUs	1,080	$304,042	2/16/24 ($281.52), 2/28/24 ($280.29), 3/5/24 ($279.51), 3/8/24 ($293.13), 8/4/24 ($311.90)
2024	LTIP Units	2,900	$834,239	Closing prices per table

Equity Ownership & Alignment

As of Date	Directly Owned Shares	Rights to Acquire Within 60 Days	AO LTIP Units (within 60 days)	LTIP Units (within 60 days)	Total Beneficial Ownership	% of Class
Mar 13, 2023	64,712 (incl. options/count per footnote)	57,316 options within 60 days	—	—	64,712	<1%
Mar 5, 2024	9,910 (incl. 1,800 OP Units)	119,463 (incl. AO LTIP Units/Options/LTIP Units per footnote)	Included in 119,463	700 LTIP Units included	129,373	<1%
Mar 3, 2025	8,110	—	161,336	9,218	178,664	<1%

Policy on pledging: Company discourages pledging; none of trustees or executive officers currently pledge their common shares . Anti‑hedging policy prohibits hedging transactions by insiders .
Stock ownership guidelines: Only directly‑owned shares, vested DSUs/RSUs subject to deferred delivery, OP Units, and earned LTIP Units count; unvested RSUs, unearned LTIP Units, AO LTIP Units (pre‑conversion), and unexercised options do not count .
Guideline compliance:
- As of Mar 5, 2024: Requirement $2,260,000; qualifying securities value $5,428,084; excess $3,168,084 .
- As of Mar 3, 2025: Requirement $2,500,000; qualifying securities value $7,693,574; excess $5,193,574 .

Employment Terms

No employment or severance agreements policy; double‑trigger for accelerated vesting upon change in control (good governance practices) .
Change‑of‑control mechanics (A&R 2021 Plan, 2025 proxy):
- If awards are not assumed: accelerate vesting immediately before change of control; performance awards vest based on actual or target pro‑rated for performance period; options/SARs may be vested/exercisable pre‑closing or cashed out .
- If awards are assumed: double‑trigger acceleration only if terminated without Cause within one year post‑change of control .
Estimated accelerated vesting values:
- As of Dec 31, 2022 (price $280.19): Death/Disability $12,779,943; Termination on CoC $12,168,849 .
- As of Dec 31, 2024 (price $299.44): Death/Disability $12,286,053; Termination on CoC $9,162,274 .
Clawback: Incentive Compensation Recoupment Policy mandates clawback on restatements; expands to certain non‑GAAP misstatements; three‑year lookback; filed as exhibit to 2024 10‑K .
Securities Trading Policy: Adopted and filed; includes anti‑hedging; discourages pledging .

Track Record and Execution Risk

Company highlighted record revenues, NOI, and Core FFO per share in 2021 and 2022, executing strategic initiatives for sustainable growth .
Section 16(a) note: One late report for each of Joseph D. Russell, Tom Boyle, Natalia N. Johnson, and Nathaniel A. Vitan regarding awards of RSUs due to administrative error .

Investment Implications

Alignment: Strong compliance with ownership guidelines with meaningful excess over requirements (>$3.1M in 2024; >$5.1M in 2025), and anti‑hedging/anti‑pledging posture reduce misalignment risks .
Incentive design: Multi‑year, relative‑performance equity (options/RSUs/LTIP Units) and cash incentives with disclosed targets support pay‑for‑performance; double‑trigger CoC limits windfalls and mitigates acquisition‑related overhang .
Selling pressure: Regular RSU/LTIP Unit vesting events (e.g., 2,480 shares in 2022; 1,080 shares and 2,900 LTIP Units in 2024) can create periodic supply; monitor Form 4s for net dispositions around vest dates .
Retention and risk: Absence of individual employment/severance agreements, coupled with robust clawback policy and governance standards, suggests balanced retention risk and shareholder‑friendly oversight .

Notes: EBITDA values marked with * retrieved from S&P Global.