Proposal
1: Election of Trustees
BOARD REFRESHMENT
AND SUCCESSION STRATEGY
Our Board and the NGS Committee understand the importance of Board
refreshment. We aim to strike a balance between the knowledge that
comes from longer-term service on the Board with the new
experience, ideas, and energy that can come from adding new
trustees. We regularly consider whether the range of our Board’s
tenure appropriately encompasses trustees who have historic
institutional knowledge of Public Storage and the competitive
environment, complemented by newer trustees with varied
backgrounds, perspectives, and skills. As a result of our ongoing
Board refreshment efforts, the average tenure of the thirteen
trustees submitted for re-election at the Annual Meeting is
6.7 years.
The NGS Committee takes a strategic approach to refreshment and
succession planning. The NGS Committee’s approach includes
considering the Company’s business strategy, regularly refining its
list of the skills necessary for effective Company oversight over
the short- and long-term, regularly assessing how the current Board
meets these targeted skills, and identifying skills and backgrounds
that should be bolstered by adding new trustees.
These ongoing strategic assessments are supported and informed by
the rigorous annual evaluation process performed under the
direction of the NGS Committee Chair and the Chairman of the Board
at the Board, Board committee, and individual trustee levels.
We also consider any meaningful changes in the job responsibilities
or business associations of a trustee in the event of any such
change. Our Corporate Governance Guidelines and Trustees’ Code of
Ethics permit the NGS Committee to request that a trustee resign if
such change impairs the trustee’s effectiveness. The NGS Committee
also takes into account anticipated trustee retirements as it
considers its long-term Board composition goals. In addition, as
part of our shareholder engagement dialogue, we have in the past
discussed with our investors the composition and performance of our
Board, and we will continue to do so upon request or as otherwise
appropriate.
As noted above, our 2022 Board evaluation process confirmed the
Board’s belief that the number of trustees should be reduced in
order to facilitate a more efficiently- and effectively-functioning
Board. Accordingly, beginning in late 2022 and continuing into
early 2023, the NGS Committee, led by the NGS Committee Chair, the
Chairman of the Board, and the Lead Independent Trustee, considered
how best to reduce the size of the Board. The NGS Committee weighed
the core trustee attributes, diversity qualities, and additional
professional skills, experience, and knowledge of each of our
existing trustees against the Board’s and Company’s perceived
needs, the desired size of the Board, and other feedback identified
through the 2022 Board evaluation process.
After deliberation, the NGS Committee recommended to the Board, and
the Board agreed, that the Board should be reduced in size to
thirteen trustees effective at the Annual Meeting, as reflected in
the slate of nominees submitted for election. Assuming the election
of this year’s proposed trustee nominees, we believe we will have a
good balance between tenured trustees with significant experience
with the Company and newer trustees with fresh perspectives. The
proposed slate of nominees constitutes a strong, independent Board
that will be well-positioned to navigate the current challenging
business environment and accelerate the Company’s growth and
accomplishment of key corporate objectives for the benefit of all
of our stakeholders.
BOARD FOCUS ON
DIVERSITY
Board succession and ensuring an appropriate diversity of views and
experience are key focus areas for the NGS Committee and the Board.
Our Board, including the nominees submitted for election at the
Annual Meeting, reflects diverse perspective and a complementary
mix of skills, experience, and
18 | Public
Storage | 2023 Proxy
Statement