Public Storage

In February 2023, the CHC Committee approved the 2023 equity award program for NEOs. The key elements of our 2023 equity compensation program were as follows.

Multi-Year Performance-Based Equity Awards. For 2023, the CHC Committee granted each of our NEOs a combination of multi-year performance-based RSUs and multi-year performance-based options. All awards are subject to a three-year (March 15, 2023 to March 14, 2026) performance period and are based entirely on the Company’s total shareholder return from share price appreciation and dividends (TSR) over the performance period relative to the TSR of the self-storage peers and of the S&P 500 Equity REITs.

For each award (RSUs and options), the CHC Committee weighted the award 60% based on the Company’s TSR over the performance period as compared against the weighted average TSR of the Company’s direct self-storage peers (currently, Extra Space, CubeSmart, and National Storage) and 40% based on the Company’s TSR over the performance period as compared against the weighted average TSR of the Equity REITs in the S&P 500. Each award

52 | Public Storage | 2024 Proxy Statement is subject to a minimum performance threshold below which no award would ultimately be earned. The approved performance targets and award levels are as follows:

In setting these relative TSR performance levels, the CHC Committee considered the Company’s historical relative TSR performance as compared to both the self-storage peers and the S&P 500 Equity REITs. The CHC Committee determined that a threshold of 80% relative TSR performance and a target level of 100% to 106% would be appropriately challenging for the Company to achieve and would result in strong alignment between the interests of our NEOs and our shareholders’ recognition of value over the long term.

For each NEO, the CHC Committee established a target dollar value of performance-based equity awards. As between performance-based RSUs and performance-based options, the CHC Committee determined to grant 60% of each NEO’s award in RSUs and 40% in options. The following table sets forth the 2023 target performance-based RSU and performance-based option awards granted to our NEOs:

(1) The target values reflect the dollar value of awards the CHC Committee approved in February 2023. In accordance with this approval, the approved dollar value of performance-based RSUs was converted into a target number of RSUs using the closing price of the Company’s common shares on the grant date, and the approved dollar value of performance-based options was converted into a target number of options using a Black-Scholes model. The approved dollar values shown here differ from the grant date fair values reported in the Summary Compensation Table, which were calculated in accordance with FASB ASC Topic 718 using a Monte Carlo simulation that assesses the probability of satisfying the relative market performance hurdles over the remainder of the performance period and will fluctuate in value throughout the performance period depending upon the Company’s relative performance.

To further align this component of NEO compensation with long-term shareholder value creation, the CHC Committee again implemented an extended vesting period for any awards that are earned upon satisfaction of the performance metrics. Three-fifths of any multi-year performance-based RSU or option award will vest upon achievement of the performance targets at the conclusion of the three-year performance period, with the remaining vesting ratably over the next two years.