Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
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On March 4, 2019, the Compensation Committee of the Board of Trustees of Public
Storage (the Board) approved 2019 compensation for Joseph D. Russell, Jr. and H. Thomas Boyle, who were appointed as President and Chief Executive Officer and Senior Vice President and Chief Financial Officer of the Company,
respectively, effective January 1, 2019.
For the 2019 fiscal year, Mr. Russell will be entitled to a base salary of $700,000 and a target bonus
equal to 100% of his base salary. He will also be eligible to receive an award of performance-based restricted stock units (RSUs) tied to the achievement of certain 2019 growth targets, with a target award of 7,500 RSUs. If earned the
RSUs would be subject to five-year vesting.
In connection with his appointment as Chief Executive Officer, he also received a
one-time
stock option grant of 20,000 shares of the companys common stock with a
ten-year
term and subject to vesting over five years and a
one-time
grant of 5,000 RSUs, subject to vesting over eight years.
Mr. Boyle will be entitled to a base salary of
$550,000 and a target bonus equal to 100% of his base salary. He will also be eligible to receive an award of performance-based RSUs tied to the achievement of certain 2019 growth targets, with a target award of 5,000 RSUs. If earned the RSUs would
be subject to five-year vesting.
In connection with his appointment as Senior Vice President and Chief Financial Officer, he also received a
one-time
stock option grant of 15,000 shares of the companys common stock with a
ten-year
term and subject to vesting over five years and a
one-time
grant of 3,750 RSUs, subject to vesting over eight years.
The foregoing descriptions of the RSUs and stock
options are qualified in their entirety by the forms of 2016 Plan Restricted Stock Unit Agreement and 2016 Plan
Non-Qualified
Stock Option Agreement which have been filed as exhibits to the Companys Form
10-K
for the year ended December 31, 2018.