Ronald P. Spogli

About Ronald P. Spogli

Independent trustee of Public Storage since 2010; age 77. Co-founder of private investment firm Freeman Spogli & Co. (founded 1983) and former U.S. Ambassador to Italy and San Marino (Aug 2005–Feb 2009). He serves as Chair of Public Storage’s Nominating, Governance, and Sustainability (NGS) Committee and is a member of the Compensation & Human Capital (CHC) Committee, bringing investing acumen, international experience, and governance leadership. He is affirmed independent under NYSE rules.

Past Roles

Organization	Role	Tenure	Committees/Impact
Freeman Spogli & Co.	Co-Founder	1983–present	Invested $5.9B in 71 companies; >250 add-ons; investment and board experience
U.S. Department of State	U.S. Ambassador to Italy & San Marino	Aug 2005–Feb 2009	International relations; relevant insights for PSA’s European investments

External Roles

Organization	Role	Tenure	Notes
Hoover Institution (Stanford)	Board of Overseers	Not disclosed	Policy/oversight experience
W. M. Keck Foundation	Trustee	Not disclosed	Philanthropic governance
Center for American Studies (Rome)	Trustee	Not disclosed	International academic/cultural governance
White Bridge Investments (Italy)	Board member	Not disclosed	Investment company oversight
The J. Paul Getty Trust	Vice Chair (prior)	Not disclosed	Prior cultural institution leadership

Board Governance

Item	Detail
Independence	Independent trustee; Board is 83% independent; Audit/CHC/NGS committees 100% independent
Committees	NGS (Chair); CHC (Member)
2024 Meetings (by committee)	Audit 7; CHC 3; NGS 5
Board Attendance (2024)	All trustees except one exceeded or met 75% threshold; all trustees attended 2024 annual meeting (Spogli not identified as an exception)
Lead Independent Trustee	Role established; presides at executive sessions (board practice)
Stock Ownership Guidelines	Trustees must hold 5× annual cash retainer within 5 years; all non-management trustees with 5+ years (incl. Spogli) are in compliance
Key Governance Practices	Anti-hedging policy; robust clawback; majority voting; proxy access; cap on outside boards (≤3 without NGS approval)

Fixed Compensation (Director)

Component (2024)	Amount
Cash fees paid/earned	$170,000 (reported)
Reference schedule (for context)	Board retainer $120,000; Committee chair supplement $25,000; Committee member $12,500 (per committee)
Deferral election	Elected to receive 100% of 2024 fees in DSUs; 554 DSUs issued plus 8.14 DSUs as dividend equivalents; DSUs settle in a lump sum on Jan 1 following separation from Board (or earlier upon death/disability/change of control)

Performance Compensation (Director Equity)

Grant (2024)	Instrument	Units / Structure	Grant-Date Fair Value	Vesting
Annual director grant (May 7, 2024)	Options or AO LTIP Units	Standard grant size: 3,600 options or 3,600 AO LTIP Units (company-wide program)	$180,031	Cliff vests at first anniversary
Outstanding as of 12/31/2024 (Spogli)	AO LTIP Units	49,904 outstanding; 41,249 vested/exercisable	N/A	As disclosed; exercisable units highlighted

Notes:

Equity program also includes a one-time onboarding grant ($540,000 Black-Scholes value) for new trustees; not applicable in 2024 to Spogli.
Annual grants are immediately post-annual meeting; directors may elect AO LTIP Units instead of options.

Other Directorships & Interlocks

Type	Detail
Current public company boards	None disclosed in PSA proxy
CHC Interlocks	None; no CHC member (incl. Spogli) was an officer/employee of PSA or had material transactions/indebtedness with PSA in 2024

Expertise & Qualifications

Investing and investment management expertise; co-founded a middle-market private equity firm investing $5.9B+ across 71 companies.
International/government experience as U.S. Ambassador to Italy and San Marino; helpful to PSA’s European investment oversight.
Governance leadership as NGS Chair overseeing board composition, succession, independence reviews, stock ownership guidelines, and sustainability oversight.

Equity Ownership

Category (as of Mar 3, 2025)	Amount	Notes
Directly owned common shares	12,163	Direct holdings
DSUs (fully vested; settle in shares)	2,634.14	Includes DSUs from deferrals; outstanding DSUs in beneficial ownership total
AO LTIP Units (convertible)	44,741	Convertible to LTIP Units within 60 days/subject to acceleration
LTIP Units	4,164	Vested/scheduled within 60 days/subject to acceleration
Total common shares beneficially owned	63,702	Less than 1% of outstanding
Pledging/Hedging	Company prohibits hedging; no pledging disclosed for Spogli (pledge disclosures pertain to other individuals)

Governance Assessment

Strengths
- Independent; chairs NGS and serves on CHC, indicating strong role in board composition, succession, independence, and sustainability oversight. Committee independence and robust governance policies (anti-hedging, clawback, proxy access) support board effectiveness and shareholder alignment.
- High ownership alignment: compliant with 5× retainer guideline; uses DSU deferral and holds AO LTIP Units/LTIP Units; total beneficial ownership of 63,702 shares-equivalents.
- Director pay mix balanced: 2024 cash $170,000 vs equity $180,031; meaningful equity component (AO LTIP Units) vests over time, supporting long-term alignment.
- No CHC interlocks or related-party transactions disclosed involving Spogli.
- Shareholder support: Say-on-Pay received 96.5% approval in 2024, signaling broad investor confidence in compensation governance.
Watch items / RED FLAGS (minor)
- Section 16(a) administrative lapse: one late Form 4 related to Q1 2024 DSU issuance (shared with several insiders); low severity but noted for completeness.

Overall, Spogli’s governance footprint (NGS Chair + CHC member), independence, equity ownership posture (DSUs/AO LTIP Units), and absence of conflicts are positive signals for investor confidence and board effectiveness at PSA.