| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Chief Executive Officer Succession
On February 10, 2026, Joseph D. Russell, Jr. notified the Board of Trustees (the “Board”) of Public Storage (the “Company”) of his intention to retire from his positions as the Company’s President and Chief Executive Officer (“CEO”), effective as of March 31, 2026 (the “Retirement Date”). Mr. Russell’s retirement is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
On February 10, 2026, the Board appointed H. Thomas Boyle, the Company’s current Senior Vice President, Chief Financial and Investment Officer, to succeed Mr. Russell as CEO, effective April 1, 2026.
Mr. Boyle, age 42, has served as the Company’s Chief Financial Officer since January 1, 2019, and as Chief Investment Officer since January 1, 2023. Previously, Mr. Boyle was Vice President and Chief Financial Officer, Operations, from November 2016, when he joined the Company, until January 2019. Prior to joining the Company, Mr. Boyle served in various investment banking roles at Morgan Stanley. Mr. Boyle has served as a director of Shurgard Self Storage Limited and a member of Shurgard’s Real Estate Investment Committee since May 2023.
Mr. Boyle will continue to participate in the Company’s executive compensation program. In connection with his appointment as CEO, Mr. Boyle’s annual base salary was increased to $1 million (effective as of April 1, 2026), his 2026 target annual performance-based bonus was increased to 200% of his base salary, and the aggregate target value of his 2026 annual equity award is $10 million. Additionally, in connection with his promotion, Mr. Boyle was granted an award of out-of-the-money time-based appreciation-only (“AO”) units of profits interest (“LTIP Units”) in the Company’s operating partnership, with a grant date fair value of $10 million. Subject to certain conditions, LTIP Units may be converted on a one-for-one basis into operating partnership common units, which are in turn exchangeable by the holder for cash or, at the Company’s election, on a one-for-one basis into Company common shares. The AO LTIP Unit award has a conversion price of $350 per unit and vests over eight years, with 60% of the award vesting on the sixth anniversary of the grant date and the remaining 40% vesting ratably over the following two years.
There are no family relationships between Mr. Boyle and any trustee or executive officer, and there have been no transactions between Mr. Boyle or any of his immediate family members and the Company or any of its subsidiaries that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Exchange Act at this time.
Chief Financial Officer Succession
On February 10, 2026, the Board appointed Joseph D. Fisher to succeed Mr. Boyle as President, Chief Financial Officer, effective as of February 16, 2026. Mr. Fisher has been serving as a consultant for the Company since January 2026. Prior to joining the Company, Mr. Fisher, age 46, served as President, Chief Financial Officer of UDR Inc. (NYSE: UDR) from May 2022 to September 2025, and as Chief Investment Officer from January 2025 to September 2025. Prior thereto, he served as Senior Vice President, Chief Financial Officer of UDR since January 2017. Before joining UDR, Mr. Fisher served in roles of increasing responsibility at Deutsche Asset and Wealth Management, most recently as Co-Head of the Americas and Co-Lead Portfolio Manager since 2007. Mr. Fisher began his career as an asset management analyst at Principal Real Estate Investors. Mr. Fisher has served as a trustee of Federal Realty Investment Trust (NYSE: FRT) since January 2026.
Mr. Fisher will participate in the Company’s executive compensation program. He will receive an initial annual base salary of $600,000, and he will be eligible to receive a 2026 annual performance-based cash incentive award with a target annual bonus potential of $1.4 million and a 2026 annual equity award with an aggregate target value of $4 million. Additionally, in connection with his appointment, Mr. Fisher was granted an out-of-the-money time-based AO LTIP Unit award with a grant date fair value of $3 million. The AO LTIP Unit award has a conversion price of $350 per unit and vests over eight years, with 60% of the award vesting on the sixth anniversary of the grant date and the remaining 40% vesting ratably over the following two years.
In connection with Mr. Fisher’s appointment, the Company will enter into an indemnification agreement with Mr. Fisher similar to the indemnification agreement entered into with all other executive officers of the Company, the form of which is filed as an exhibit to the Company’s Form 10-K for the year ended December 31, 2023.
There are no family relationships between Mr. Fisher and any trustee or executive officer, and there have been no transactions between Mr. Fisher or any of his immediate family members and the Company or any of its subsidiaries that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Exchange Act at this time.