Nathaniel A. Vitan

About Nathaniel A. Vitan

Nathaniel A. Vitan is Senior Vice President, Chief Legal Officer and Corporate Secretary of Public Storage, serving in this role since April 20, 2019 (age 51). He previously served as Vice President and Chief Counsel—Litigation & Operations (2016–2019); Assistant General Counsel at Altria Client Services (2008–2016); and as a trial and appellate lawyer at Latham & Watkins LLP . Company performance under his tenure includes record 2024 revenues of $4.7 billion and record NOI of $3.4 billion, with leadership metrics in RevPAF and operating margin among self‑storage REITs; the Company also delivered Core FFO per share of $16.67, highest in the peer group . Relative TSR outcomes for the 2022 multi‑year performance plan certified at 150% vs self‑storage peers and 100% vs S&P 500 Equity REITs (weighted 130% overall), reflecting strong long‑term value creation alignment .

Past Roles

External Roles

No external public company board roles or committee positions disclosed for Mr. Vitan .

Fixed Compensation

Performance Compensation

Annual Incentive (2024)

2024 annual incentive was certified at 86% of target ($363,375) for Mr. Vitan .

Equity Awards (2024 grants)

Vesting schedules:

• Time‑based AO LTIP Units: vest ratably over five years from grant date .
• Performance‑based AO LTIP/LTIP Units: 3‑year performance period; 60% vests upon certification; remaining 40% in equal annual installments over two years thereafter .

Multi‑Year Performance Awards (2022 plan certified in 2024)

3/5ths vested on 2/28/2024; remainder vests ratably over two years .

Realized Equity Activity (2024)

Equity Ownership & Alignment

• Stock ownership guidelines for executive officers: 4x base salary; CEO at 6x. Compliance measured by qualifying shares and equivalents; unvested awards and AO LTIP Units pre‑conversion do not count .
• Mr. Vitan requirement: $1,700,000; qualifying holdings: 2,364 directly owned shares and 52,843.90 directly owned LTIP Units; value $17,171,865; exceeds guideline by $15,471,865 (based on $311.04 close on 3/3/2025) .
• Beneficial ownership (as of 3/3/2025): 2,364 common shares; 38,834 AO LTIP Units (convertible within 60 days); 46,423 LTIP Units; total beneficially owned 87,621 shares/units; <1% of shares outstanding .
• Anti‑hedging policy prohibits derivatives/short sales; pledging discouraged. None of the executive officers currently pledge shares; no pledging by Mr. Vitan disclosed .

Employment Terms

• No employment, “golden parachute,” or severance agreements with NEOs; no guaranteed bonuses; no tax gross‑ups; strong clawback covering GAAP and certain non‑GAAP restatements; double‑trigger equity vesting on change‑of‑control .
• Retirement Equity Vesting Policy: requires age ≥55, ≥10 years of service, age+service ≥80, 12 months notice, separation agreement, and Board committee approval; as of 12/31/2024 Mr. Vitan did not meet qualifying retirement conditions .
• Potential payments upon termination/change‑in‑control (as of 12/31/2024, using $299.44/share):
  • Death/Disability: unvested options/AO LTIP $3,780,880; unvested RSUs/LTIP $5,440,825; total $9,221,705 .
  • Change‑in‑Control with termination (double‑trigger or award termination): options/AO LTIP $3,600,790; RSUs/LTIP $4,025,971; total $7,626,761 .
• Section 280G “best after tax” provision applies under A&R 2021 Plan (no gross‑up) .

Compensation Summary (Multi‑Year)

Compensation Structure Analysis

• Increased emphasis on at‑risk pay and multi‑year relative TSR metrics; 80% of long‑term equity tied to 3‑year relative TSR; extended vesting (5‑year time‑based; staged vest for performance awards) strengthens retention and shareholder alignment .
• 2024 annual incentive weighting shifted more to Core FFO growth (60% vs 50% in 2023), reducing discretionary strategic component (40%), increasing financial alignment .
• No employment agreements or severance; double‑trigger only change‑in‑control vesting; robust clawback and anti‑hedging; no repricing; no gross‑ups—shareholder‑friendly design .

Risk Indicators & Red Flags

• Hedging prohibited; pledging discouraged; no pledges disclosed for Mr. Vitan .
• 2024 AO LTIP exercises were large in unit count/value; while AO LTIP exercises convert to LTIP Units rather than immediate common sales, future conversions could represent supply if exchanged for common shares; ownership guidelines require retention of 50% of net shares/units until target achieved, mitigating selling pressure—and Mr. Vitan exceeds his guideline by ~$15.5M .
• Say‑on‑pay support was 96.5% in 2024, indicating investor endorsement of pay design and alignment .

Equity Ownership & Alignment

Employment Terms Detail

Investment Implications

• Strong alignment: heavy weighting to multi‑year relative TSR and extended vesting, plus double‑trigger change‑in‑control and robust clawback/anti‑hedging, point to high incentive alignment with long‑term shareholder returns .
• Retention risk appears contained: lack of severance agreements is balanced by meaningful unvested long‑term awards, 5‑year time‑based vesting, and staged performance vesting; large guideline over‑compliance further ties the executive to enterprise value .
• Trading signals: 2024 AO LTIP exercises by Mr. Vitan were sizable, but conversion to LTIP Units and ownership retention requirements lower near‑term open‑market selling pressure; monitor Form 4s for future conversions/exchanges into common shares .
• Pay‑for‑performance credibility: CHC certified lower financial payout due to -1.3% Core FFO growth, while still rewarding strategic execution; multi‑year TSR outperformance (2022 cohort) supports equity earn‑outs without discretionary repricing—bullish for governance quality .