Ronald L. Havner, Jr.

About Ronald L. Havner, Jr.

Ronald L. Havner, Jr. is Chairman of the Board of Public Storage, age 67, and has served on the Board since 2002; he was Chief Executive Officer from 2002 until retiring on January 1, 2019 and joined Public Storage in 1986 in various senior roles . He is not independent under NYSE rules (one of two non-independent trustees alongside the CEO) and the Board maintains a Lead Independent Trustee structure to bolster independence . Havner currently serves as a director of AvalonBay Communities, Inc. (NYSE: AVB) and previously chaired Shurgard Self Storage SA (until May 2023) and PS Business Parks, Inc. (until its sale in July 2022); he was Nareit Board of Governors Chair in 2014 .

Past Roles

Organization	Role	Tenure	Committees/Impact
Public Storage	Chief Executive Officer; Chairman of the Board	CEO: Nov 2002–Jan 1, 2019; Chairman since Aug 2011	Led strategy and operations; as Chairman engages with CEO and committee chairs; assists CHC Committee with CEO review .
PS Business Parks, Inc.	Chairman of the Board	Mar 1998–Jul 2022	Oversight until sale; public REIT leadership experience .
Shurgard Self Storage SA	Chairman; Chairman Emeritus	Chair: Oct 2018–May 2023; currently Chairman Emeritus	Oversight during trademark licensing relationship with PSA .
Nareit	Chair, Board of Governors	2014	Industry leadership and governance credibility .

External Roles

Organization	Current/Past	Role	Notes
AvalonBay Communities, Inc. (NYSE: AVB)	Current	Director	Large multifamily REIT board service .
Shurgard Self Storage SA (EURONEXT: SHUR)	Past/Current (Emeritus)	Chairman; Chairman Emeritus	PSA receives 1% royalty on Shurgard®; Shurgard paid PSA $4.3M in 2024 .
PS Business Parks, Inc.	Past	Chairman	Ended with sale (Jul 2022) .
Nareit	Past	2014 Chair	Industry network .

Board Governance

Role: Chairman of the Board; not listed on standing committees (Audit, Compensation & Human Capital (CHC), Nominating, Governance & Sustainability (NGS)) .
Independence: Non-independent; Board is 83% independent; Lead Independent Trustee (Kristy M. Pipes) presides executive sessions and chairs Audit .
Attendance: Board held 4 meetings in 2024; all trustees except one attended ≥75% of Board/committee meetings (Mitra missed one due to emergency); Havner met ≥75% threshold .
Engagement: Chairman regularly engages with CEO, committee chairs, and shareholders; may call special meetings and assists CHC with CEO review .

Fixed Compensation (Director)

Component (2024 unless noted)	Amount	Terms/Notes
Board cash retainer	$120,000	Paid quarterly; elections allowed into common shares or DSUs; Havner elected DSUs (393 DSUs plus 5.78 DSUs for dividend equivalents) .
Committee member retainer	$0	$12,500 per committee member; Havner not on committees .
Chair of Board supplemental retainer (2025)	$250,000	Effective 2025, in addition to standard retainer .
Equity (annual)	$180,031	Non-qualified stock options or AO LTIP Units equal to ~$180k fair value; May 7, 2024 grant sized at 3,600 options/AO LTIP Units; vests in full on first anniversary .
Total 2024 trustee comp	$300,031	Fees + option/AO LTIP award .

Performance Compensation (Director)

Annual trustee equity is time-based (vests in 1 year), not tied to performance metrics; trustees can elect AO LTIP Units in lieu of options .
One-time onboarding equity (for new trustees) is also time-based; not applicable to Havner in 2024 .

Metric Category	Performance Link	Vesting
Annual option/AO LTIP grant ($180k fair value)	None (time-based)	Full vest at 1-year .

Other Directorships & Interlocks

AvalonBay (AVB) director – oversight in a large multifamily REIT; potential information flow across REIT boards .
Shurgard Chairman Emeritus – PSA earns trademark royalties (1% of Shurgard gross revenues; $4.3M in 2024); PSA CFO Tom Boyle is also a Shurgard director since May 2023; governance oversight of related-party exposure via Audit Committee .
Prior PS Business Parks chair – historical interlock within PSA’s former affiliate .

Expertise & Qualifications

Extensive REIT leadership, strategy, capital allocation, and governance experience (nearly 40 years at Public Storage, 17 as CEO) .
Industry leadership via Nareit Board Chair (2014) .
Board leadership experience across multiple public REITs .

Equity Ownership

Category	Units/Shares	Notes
Direct/indirect common shares	316,319	Held in a family trust account; in a margin account and may serve as collateral for a margin loan since Jan 1, 2023 .
Stock options/RSUs/DSUs	8,705	Includes DSUs (2,704.78) and deferred RSUs; settle into common shares per election .
AO LTIP Units	235,802	Convertible to LTIP Units; AO LTIP Units function like appreciation-only options; many outstanding AO LTIP Units are vested and exercisable (company-wide trustee data: Havner 339,077 AO LTIP Units; 330,422 vested as of 12/31/2024) .
LTIP Units	146,053	Vested LTIP Units convertible to OP Units, exchangeable for common shares/cash .
Total beneficial ownership	706,879	<1% of class (175,417,465 shares outstanding) .
Ownership guideline status	Met	Trustees with ≥5 years have met guidelines (5x annual cash retainer) .

RED FLAG: Shares pledged as collateral in margin account (316,319 shares in a family trust) — policy discourages pledging though permits it; Board assesses low foreclosure risk given profiles, but pledging can present alignment risk under stress .

Governance Assessment

Strengths
- Deep operating and governance experience; long-tenured strategic perspective as former CEO and current Chair .
- Strong overall Board independence (83%) with Lead Independent Trustee; independent committees (Audit, CHC, NGS) .
- Transparent trustee compensation structure; reasonable mix of cash ($120k) and modest annual equity ($180k); DSU deferral improves alignment .
- Clawback policy, anti-hedging policy, majority voting, proxy access — shareholder-friendly governance .
Risks/Red Flags
- Non-independent Chair; combined past CEO/Chair tenure increases influence over agenda; mitigated by Lead Independent Trustee structure .
- Pledging: shares in margin account used as collateral (discouraged by policy); can create forced-sale risk in adverse markets .
- Related-party exposure: Shurgard trademark royalties and historical board ties; CFO is current Shurgard director; requires continued vigilant Audit/NGS oversight .
- Equity vesting continuation for non-management trustees who are former PSA executives (unvested awards continue vesting while serving), which can be perceived as entrenchment/alignment risk; no accelerated vesting at retirement for those awards .
Attendance and Filings
- 2024 attendance met ≥75% threshold; one late Section 16 report in 2024 for DSU/common share issuance elections (administrative) .

Implications for investor confidence: Governance mitigants (Lead Independent Trustee, independent committees, clawbacks, stock ownership guidelines) are solid; monitoring is warranted on pledging, related-party ties with Shurgard, and the Chair’s non-independence to ensure robust independent oversight and avoidance of entrenchment .

Notes on Committee Assignments, Compensation Design, and Related Policies

Committee assignments: Havner is not listed on Audit, CHC, or NGS; CHC includes fully independent members, with Poladian as Chair; NGS chaired by Spogli; Audit chaired by Pipes .
Trustee compensation program: Annual cash retainer $120k; annual equity ($180k options/AO LTIP Units) vests at 1 year; DSU/LTIP elections allowed with settlement choices; 2025 adds $250k Chair retainer .
Policies: Clawback covers required restatements and certain non-GAAP misstatements; Anti-hedging prohibits hedging; pledging discouraged but permitted subject to Board view; majority vote with resignation policy for failed elections .