Paul S. Williams

About Paul S. Williams

Independent trustee of Public Storage (PSA), age 65, serving since January 2021. Serves on the Compensation and Human Capital (CHC) Committee and the Nominating, Governance, and Sustainability (NGS) Committee, bringing deep corporate governance, human capital, and legal/regulatory expertise from prior executive and board roles. Attendance met at least the 75% threshold in 2024 (all trustees except one met 75%+) and he is classified as independent under NYSE rules .

Past Roles

External Roles

Board Governance

• Committee assignments: CHC Committee (member) and NGS Committee (member); both committees are 100% independent per NYSE/SEC rules .
• 2024 meeting cadence: Audit (7), CHC (3), NGS (5); Board met 4 times; all trustees attended 2024 annual meeting; all trustees other than one met 75%+ attendance (implies Williams met 75%+) .
• Independence: PSA board is 83% independent; CHC/NGS committees comprised exclusively of independent trustees; CHC reported no interlocks or insider participation in 2024 .

Fixed Compensation

Performance Compensation

PSA trustee equity awards are structured as time-based stock options or AO LTIP Units with one-year vesting; no performance metrics apply to director equity grants (performance-based structures are used for executives, not trustees) .

Other Directorships & Interlocks

• Current public boards: ATSG (NASDAQ), American Funds cluster (Capital Group). Prior public boards include CMP, Romeo Power, Essendant, Bob Evans Farms, State Auto Financial (Lead Independent Director) .
• Compensation Committee interlocks: None; CHC members (including Williams) had no officer roles at PSA, material transactions, or interlocking relationships in 2024 .

Expertise & Qualifications

• Corporate governance and human capital management expertise (talent development; DEI), extensive legal/regulatory experience, and executive leadership background cited as key reasons for nomination .

Equity Ownership

• Ownership guidelines: Trustees must beneficially own common shares or equivalents equal to 5x annual cash retainer within 5 years of appointment; counted instruments include vested DSUs, vested RSUs (deferred), OP Units and earned LTIP Units; AO LTIP Units and unvested equity do not count. PSA notes all non-management trustees serving 5+ years meet the guideline; Williams (appointed 2021) remains within the 5-year window .

Governance Assessment

• Strengths

  • Independent trustee with governance/human capital/legal expertise; sits on CHC and NGS, which oversee executive pay, succession, and sustainability governance .
  • Attendance met board expectations; engaged across multiple committees with defined 2024 meeting cadence .
  • Long-term alignment mechanisms: DSU deferral election (55% of 2024 fees in DSUs; settles upon separation), anti-hedging policy, robust clawback policy covering compensation, and strong stock ownership guidelines administered by NGS .
  • CHC employs an independent compensation consultant (Ferguson Partners) and maintains “no repricing,” “no tax gross-ups,” and double-trigger vesting on change-of-control—shareholder-friendly pay practices .

• Potential Watch Items / RED FLAGS

  • Ownership composition is heavily in AO LTIP Units, which do not count toward the 5x retainer ownership guideline until conversion; direct common share ownership is not disclosed. Monitor conversion/exercise activity and progress toward guideline within the 5-year window .
  • One delinquent Section 16(a) report in 2024 for DSUs/common shares issuance (administrative timing issue); not systemic but a compliance note .
  • External commitments: public company board at ATSG plus service on multiple mutual fund boards; PSA policy generally limits trustees to three public company boards without NGS approval, which the Board monitors annually (current disclosed roles appear compliant) .

Director Compensation (2024)

Insider Holdings Snapshot (as of 12/31/2024)

Say-on-Pay & Shareholder Feedback (Context)

• 2024 Say-on-Pay support was 96.5%, reflecting shareholder approval of executive pay program design overseen by CHC (Williams is a CHC member) .

Related Party & Conflict Screening

• CHC interlocks: none; no material transactions or indebtedness involving CHC members in 2024 .
• Company-level related party items: Hughes family Canadian self-storage arrangement is royalty-free; PSA subsidiaries received ~$2.2M tenant insurance revenue. No link to Williams disclosed .
• Pledging/hedging: Anti-hedging policy in place; pledging discouraged. Specific margin collateral noted for other trustees; none disclosed for Williams .

Compensation Structure Observations

• Year-over-year: Director mix remains cash retainer plus annual time-based options/AO LTIP Units; trustees may defer cash into DSUs. No performance metrics or guaranteed features; no option repricing; retirement triggers accelerated vesting for trustee equity awards not otherwise deferred .

Stock Ownership Guidelines Monitoring

• Requirement: 5x cash retainer within 5 years; counted instruments exclude AO LTIP Units until conversion. Williams’ counted holdings currently include DSUs; monitor progress to guideline by 2026 (five-year anniversary) .

Expertise & Qualifications

• Board-level qualifications: corporate governance, human capital, diversity and inclusion, legal/regulatory. Supports CHC/NGS oversight mandates and Board refresh/diversity goals .