SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.)

Filed by the Registrant  ☑☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

PS BUSINESS PARKS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

701 Western Avenue

Glendale, California 91201

March 19, 202125, 2022

Dear fellow shareholders:stockholders:

This past year we faced unprecedented challenges fromOn behalf of the global COVID-19 pandemic. Throughout this crisis, we have remained focused on protecting the health and safetyBoard of our employees while serving the needsDirectors of our customers and communities. Amidst these challenges, we have delivered strong operating results for our shareholders and are steadfast in our commitment to long-term value creation.

We arePS Business Parks, Inc., I am pleased to invite you to attend our 20212022 Annual Meeting of ShareholdersStockholders on Tuesday,Friday, April 20, 2021. Due to the COVID-19 pandemic, the Annual Meeting will be held29, 2022 at 8:00 a.m., Central Time, at The Rosewood Mansion on Turtle Creek in a virtual format only to provide a safe experience for our shareholders and employees. To attend, vote, and submit questions during the Annual Meeting, please visit www.virtualshareholdermeeting.com/PSB2021 and enter the control number included in your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card. Online access to the webcast will open approximately fifteen (15) minutes prior to the start of the Annual Meeting. Attendance at the Annual Meeting is subject to capacity limits set by the virtual meeting platform provider.Dallas, Texas.

This letter includes the official notice of meeting, proxy statement, and form of proxy. The proxy statement describes in detail the matters listed in the notice of meeting.

Your vote is important. Whether or not you plan to attend the annual meeting, we hope you vote as soon as possible. You may vote your shares over the Internet, by telephone, or, if you elect to receive printed proxy materials, by mail by following the instructions on the proxy card or the voting instruction card. Of course, even if you vote your shares ahead of time, you may still attend the meeting.

Thank you for your continued support of PS Business Parks, Inc., especially during these uncertain and challenging times. We look forward to seeing you at our 2021 Annual Meeting.annual meeting.

Sincerely,

JohnStephen W. PetersenWilson

Interim President and Chief Executive Officer

and Chief Operating Officer

NOTICE OF THE 20212022 ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS

March 19, 202125, 2022

To our shareholders:stockholders:

We invite you to attend the 20212022 Annual Meeting of ShareholdersStockholders of PS Business Parks, Inc.

If you hold your shares in street name and do not provide voting instructions, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote. See “How Proxies will be Voted” on page 8580 of this Proxy Statement.proxy statement.

We sentwill send a proxy statement to shareholdersstockholders of record at the close of business on February 26, 2021,25, 2022, together with an accompanying form of proxy card and Annual Report to Stockholders, on or about March 19, 2021.28, 2022. Whether or not you expect to attend, we urge you to sign, date, and promptly return the enclosed proxy card in the enclosed postage prepaid envelope or vote via telephone or the Internet in accordance with the instructions on the enclosed proxy card. If you attend the meeting, you may vote your shares in person, which will revoke any prior vote.

Due to the COVID-19 pandemic, the Annual Meeting will be held in a virtual format only to provide a safe experience for our shareholders and employees. To attend, vote, and submit questions during the Annual Meeting, please visit www.virtualshareholdermeeting.com/PSB2021 and enter the control number included in your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card. Online access to the webcast will open approximately fifteen (15) minutes prior to the start of the Annual Meeting. Attendance at the Annual Meeting is subject to capacity limits set by the virtual meeting platform provider.

While we intend to hold the Annual Meeting virtually, we are actively monitoring the COVID-19 situation and the federal, state, and local government regulations that may affect the format of our Annual Meeting, including the ability to hold the Annual Meeting virtually. In the event it is not possible or advisable to hold the Annual Meeting virtually, we will announce the alternative meeting arrangements, which may include changing the date or location of the meeting or holding the meeting physically, in a press release filed with the Securities and Exchange Commission as promptly as practicable. We encourage you to monitor the Investor Relations section of our website at psbusinessparks.com for updated information about the Annual Meeting.

On behalf of the Board of Directors,

Jeffrey D. HedgesAdeel Khan

Executive Vice President,

Chief Financial Officer and Corporate Secretary

Important Notice Regarding Availability of Proxy Materials for the 20212022 Annual Meeting:Meeting of Stockholders to be Held on April 29, 2022: This Proxy Statementproxy statement and our 20202021 Annual Report are available at the Investor Relations section of our website, psbusinessparks.com.

Table of Contents

20212022 PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement and does not contain all the information you should consider. You should carefully read the entire proxy statement before voting.

PROXY STATEMENT

Your vote is very important. The Board of Directors (the Board) of PS Business Parks, Inc. (the Company, PS Business Parks, or PSB) requests that you allow the proxies named on the proxy card to represent your shares of PS Business Parks common stock, par value $0.01 (Common Stock) or, with respect to Proposal 3, your depositary shares of PS Business Parks preferred stock..

At the Board’s direction, our management has prepared this proxy statement, which is being sent or made available to you and our other shareholdersstockholders on or about March 19, 2021.28, 2022.

ANNUAL MEETING OVERVIEW

Voting Matters

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COMPANY OVERVIEW AND 20202021 HIGHLIGHTS

PS Business Parks Inc. (NYSE: PSB), a CaliforniaMaryland corporation that has elected to be taxed as a real estate investment trust (REIT), owns, operates, acquires, develops, owns, and operatesdevelops commercial properties, primarily multi-tenant industrial, flex,industrial-flex, andlow-rise suburban office space. TheAs of December 31, 2021, the Company wholly ownsowned and operated 27.7 million rentable square feet (RSF) concentratedof commercial space, comprising 97 business parks and 666 buildings located in 12 submarkets spread across six states and holdsstates. The Company also held a 95%95.0% interest in a joint venture entity that owns Highgate at The Mile, a 395-unit multifamily apartment complex located in Tysons, Virginia, and a 98.2% interest in a joint venture formed to develop Brentford at The Mile, a planned 411-unit multifamily apartment complex development.also located in Tysons, Virginia. The Company also manages for a fee approximately 0.3 million rentable square feet on behalf of Public Storage.

RESPONSE TO COVID-192021 BUSINESS HIGHLIGHTS

The COVID-19 pandemic has created onePS Business Parks executed on its longstanding core strategy of creating value for its stakeholders over the most difficult operating environmentslong-term and delivering superior results in our Company’s history and has highlighted2021. Under the importance of sustainable operations and financial fortitude in withstanding disruptions and crises. Our long-term strategy, dedicated employees, and fortress balance sheet allowed us to continue operating in difficult market conditions with a focus on serving our customers, protecting our employees, and creating shareholder value.

Serving our Customers

Manydirection of our customers operate essential businesses;senior management team, we delivered strong performance as such, we have keptfocused on optimizing our parks open and operational throughout the pandemic. With a focus on health and safety, we implemented protocols consistent with local, state, and federal guidelines and best practices, and we made significant capital investments inportfolio, enhancing our properties by installing safety and sanitary equipment in an effort to reduce the likelihood of COVID-19 spread at our parks. Further, in order to continue to serve our customers, we instituted virtual tours, remained flexible on lease terms, and supercharged our electronic marketing channels.

Manyoperations, taking care of our people and customers, faced, and some continue to face, severe disruptions to their business as a resultnavigating the continuing effects of the COVID-19 pandemic. We have partnered with approximately 11% of our customers, based on rental income, to provide rent relief in the form of rent deferrals, rent abatement, or both in an effort to provide these customers time to adjust their operations and address liquidity needs. In doing so, we believe that we have helped many of our hardest hit customers better position themselves to remain solvent through the COVID-19 pandemic, and beyond.

Protecting and Supporting our Employees

Our commitment to our employees was paramount in our approach to navigating the COVID-19 pandemic. We instituted new health and safety protocols focused on our employees and their families, which allowed us to continue to serve our customers safely. We implemented a work-from-home arrangement for all corporate employees and field team members whose roles and responsibilities allow for remote working. We have offered an optional return-to-office policy with strict safety protocols, including safe social distancing practices and utilization of satellite offices, and instituted new office norms to ensure healthy interactions, providing protective equipment, protective barriers, temperature checks, designated walkways, and strict adherence to safety protocols when utilizing communal areas.

Shifting Our Focus to Value Preservation and Advancement of Long-Term Strategic Capabilities

The COVID-19 pandemic directly affected the Company’s business and operations in 2020. Importantly,further positioned the Company faced significant operational difficulties, rent collection challenges,for continued long-term value creation.

Strong 2021 Financial and reduced demand, in part as a result of the pandemic’s adverse economic effects and government restrictions on commercial activity.Operating Performance

In response, under the leadership of our senior management team, the Company took significant steps to adapt its strategic and operational priorities to focus on short-term value preservation while still advancing initiatives to enhance long-term strategic capabilities. Management’s key operational priorities included (i) stabilizing occupancy, (ii) maintaining lease economic values above a desired threshold as measured by our proprietary

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lease valuation metric, (iii) reducing accounts receivables to be in-line with historic averages, and (iv) maximizing repaymentExecution of deferred rent provided to certain customers to help mitigate the effects of the COVID-19 pandemic to their businesses. In addition, management focusedStrategic Objectives

We successfully executed on several key strategic priorities, including (i) initiating searchesoperational objectives and further positioned the Company for key executive positions to further bolster the senior executive team, (ii) investing in the Company’s information technology platform to enhance data collection and analytics, and (iii) pursuing redevelopment entitlements for near-term redevelopment opportunities.

WE ARE DEDICATED TO CREATING LONG-TERM VALUE AND DELIVERING SUPERIOR RESULTS

Although the unprecedented challenges created by the COVID-19 pandemic required us to implement the short-termcontinued long-term value preservation measures discussed above, our longstanding core strategy remains focused on creating value over the long-term. In 2020, we implemented the following principal strategies for creating long-term value:creation through:

Achieving Core-Market Density

Optimizing Our Portfolio through Opportunistic Dispositions and Scale through a Disciplined Investment StrategyInvesting

We enhancedseek to identify and refinedexploit opportunities to unlock value within our presenceportfolio through opportunistic sales of non-core assets, while at the same time continuing to invest in and grow our core gateway markets, with high barriers to entryportfolio of industrial and attractive demographics, through accretive acquisitionsindustrial-flex properties.

In 2021, we closed on the sale of a 371,000 square foot industrial-flex park located in San Diego, California; a 244,000 square foot office business park located in Herndon, Virginia; a 198,000 square foot office-oriented business park located in Chantilly, Virginia; a 70,000 square foot industrial-flex building located in Irving, Texas; a 53,000 square foot industrial building located in Beltsville, Maryland; and developmentsa 22,000 square foot industrial-flex building located in Irving, Texas (collectively, the 2021 Dispositions) at a combined sale cap rate of 2.3% based on actual and prudent dispositions, including:estimated 2021 property NOI. The aggregate net proceeds of the 2021 Dispositions was

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$400.9 million, of which $148.8 million was efficiently deployed as a Section 1031 exchange on the following industrial business parks (collectively, the 2021 Acquisitions):

We acquired the 2021 Acquisitions at an aggregate cap rate of 3.8% based on underwritten 2022 NOI, well above the sale cap rate of the 2021 Dispositions. Further, the net sale proceeds from the 2021 Dispositions not used as a Section 1031 exchange were utilized, along with retained cash flow from operations and cash on hand, to (i) redeem in full our 5.20% Cumulative Preferred Stock, Series W, at par value of $189.8 million, reducing our cost of capital, and (ii) pay a one-time dividend distribution to stockholders of $4.60 per share of Common Stock, or $126.9 million in the aggregate, in addition to our regular quarterly dividends, providing a meaningful return to our stockholders.

In addition to the 2021 Acquisitions, we invested in growing our core industrial portfolio in 2021 with the development of modern, highly functional multi-tenant buildings on excess land parcels within existing parks, including the following:

In 2021, we also made significant progress on the construction of Brentford at The Mile. The Mile is an office and multifamily park we own that sits on 45 contiguous acres of land located in Tysons, Virginia. In 2019, we successfully rezoned The Mile, allowing us to develop, at our election, up to 3,000 additional multifamily units (in addition to the existing 395 units at Highgate at the Mile) and approximately 500,000 square feet for other commercial uses. Brentford at The Mile serves as Phase II of the master-planned redevelopment of the park, with a total estimated development cost of $110.0 million.

Superior Operations and a Disciplined Capital ExpendituresExpenditure Strategy

We effectively and proactively minimizedminimize maintenance capital and transaction costs (i.e., make-ready, tenant improvement, and leasing costs) through aggressive cost-containment strategies, including the use of pre-designed and pre-built generic space and finish designs that are appropriate for a wide range of companies and industries, minimizing our exposure to capital-intensive office-related expenditures, and optimizing the use ofindustries. Further, by utilizing our in-house leasing teams, we are able to minimizereduce leasing transaction costs.commissions and promote capital-efficient transactions, often with little-to-no tenant improvement allowances.

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Same Park recurring capital expenditures have trended downwardheld steady at desired levels over the pastlast few years which isas the result of our effective transaction cost containment strategies:

Developing our People

We hire and develop outstanding team members to lease and manage all of our properties and deliver superior performance.performance to our customers. Our decentralized platform givesallows us the flexibility to meet the needs of our customers, react quickly to local market dynamics and contain operating expenses and capital expenditures, while our vertically integrated platformvertical integration provides us with the ability to keep all property management and leasing activity in-house, maximize cost efficiencies, and speed up decision-making.

Prudent Balance Sheet Management

Consistent withAn important component of our long-term growth philosophy, in 2020 we maintainedlong term value-creation strategy is preserving and enhancing our “fortress” balance sheet, endingsheet. In 2021, we strengthened our financial position and liquidity by (i) renewing our unsecured revolving line of credit (the Credit Facility) and, in doing so, increasing our borrowing capacity from $250.0 million to $400.0 million while also lowering our cost of borrowing (LIBOR plus 70.0 basis points as of December 31, 2021), and (ii) reducing our net debt and preferred equity from $875.7 million at December 31, 2020 to $759.9 million at December 31, 2021, while also reducing our net debt plus preferred equity to Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (EBITDAre) ratio from 3.2 times for the year with no debt outstanding and modest levels of permanent preferred equity.ended December 31, 2020, to 2.6 times for the year ended December 31, 2021. Our balance sheet has consistently been, and remains, one of the strongest in the REIT sector, and our balance sheet approachstrategy positions the Company to have sufficient access to capital necessary to sustain growth and financial performance through various market cycles. We are committed to responsible stewardship of our balance sheet—including, if appropriate, issuing debt as a capital source.

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OUR FOCUS ON LONG-TERM VALUE CREATION DELIVERS SUPERIOR LONG-TERM PERFORMANCE

Our corporate strategy is uniquely focused on the long term. We manage all aspects of our business—operations, capital allocation, balance sheet, and risk management—for the decades, not just for months or years, to come. The result, as intended, is resiliency at the corporate and achieved result is resilience in our properties and Company,property levels, which, in turn, reinforces and perpetuates our ability to createmake strategic decisions aimed at maximizing long-term value for our stakeholders.

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Dividends, Core FFO, and FAD

As shown in the table below, over the last ten years Core Funds from Operations (Core FFO), Funds Available for Distribution (FAD),FFO, FAD, and dividends per share grew at annual compound growth rates well in excess of the compound annual growth rate of our industrial/flex portfolio (by square footage) over the same period, demonstrating the significant value created relative to our capital outlay.

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Return on Assets and Cost of Capital

During that same ten-year period, we increased returnReturn on assets,Assets and reduced our costCost of capital:Capital.

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Strong Credit Metrics

We believe that our outsized long-term performance and shareholderstockholder value creation (SVC) are due in large part to maintaining our fortress balance sheet and adherenceadhering to an above-average credit profile. The following chart illustrates two of the Company’s key credit metrics over the trailing five-year period, when we reduced our already low leverage from 4.4xperiod: Fixed Charge Coverage Ratio and Debt plus Preferred Equity to 3.4x (debt and preferred equity to Earnings before Interest, Taxes, Depreciation, and Amortization (EBITDA)).EBITDAre Ratio.

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Total ShareholderStockholder Return (TSR)

Our TSR has exceeded that of the NAREIT Equity Index and the S&P MidCap 400, of which we are a member company, for each of the 5-year, 10-year, and 20-year periods ending December 31, 2020 and for the S&P MidCap 400, of which we are a member company, for the 20-year period,2021, averaging 11.6%12.8% per year since 2001.2002.

The following chart shows our TSR expressed as cumulative return to shareholders since December 31, 2015, and illustratesstockholders over the last ten years, illustrating that $100 invested in PS Business Parks on December 31, 2015,2011, would have been valued at $175.22$463.18 as of December 31, 2020.2021.

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Rental Income and RevPAF Growth

In 2020,2021, we grew our Same Park rental income to $383.4$392.2 million, an increase of $1.4$22.8 million, or 0.4%6.2%, over 2019.2020. Our disciplined approach to managing our assets, which focuses on maximizing rental income growth while maintainingpromoting desired portfolio occupancy, has resulted in a multi-year trend of positive rental income growth. The following chart demonstrates the growth in Same Park revenue per available foot (“RevPAF”)(RevPAF) for our industrial and flex portfolio over the trailing five year period, and for our total Same Park portfolio (including our remaining office assets) over the same period.

In addition to our multi-year trend of positive rental income growth, we are outperforming our competitive peer set and are extracting significantly higher RevPAF from our portfolio than our industrial REIT peers.

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Similar to the RevPAF results highlighted above, we continue to generate significantly higher levels of NOI per available square foot than most of our industrial REIT peers.

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2020 PERFORMANCE HIGHLIGHTS

Financial Performance

Despite an unprecedented and challenging operating environment caused by the COVID-19 pandemic, the senior management team led the successful execution of the Company’s strategy. Their leadership in navigating through the COVID-19 pandemic was directly responsible for the following key operational results:

Execution of Operational Objectives

In addition, we successfully executed on several key operational objectives and further positioned the Company for continued long-term value creation.

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Below are highlights of our primary environmental, social, and governanceESG areas of focus and initiatives.

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Proposal 1:

Election of Directors

Our Board has nominated nineeleven directors, who, if elected by shareholdersstockholders at our 2022 Annual Meeting of Stockholders (Annual Meeting), have agreed to serve until next year’s Annual Meeting.annual meeting. All nominees are currently directors of the Company.

RECOMMENDATION:

Vote FOR all nominees

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PROPOSAL 1:

ELECTION OF DIRECTORS

EXECUTIVE SUMMARY

Our Board has nominated eleven directors for election at this year’s Annual Meeting to hold office until the next annual meeting of stockholders.

Each of the eleven nominees has agreed to be named in this proxy statement and to serve on the Board if elected. We currently expect all nominees to attend the Annual Meeting.

If any of our nominees becomes unavailable to stand for election, the proxies named on the proxy card intend to vote your Common Stock for the election of any substitute nominee proposed by the Board.

We believe that each nominee has the skills, experience, and personal qualities that the Board seeks and that the combination of these nominees creates an effective, well-functioning Board that serves the best interests of PS Business Parks and our stockholders.

The Board is responsible for overseeing management and providing sound governance on behalf of our stockholders. The Board and each of its committees have an active role in overseeing management of the Company’s risks, a responsibility that the Board believes is one of its most important areas of oversight.

The Board carries out its responsibilities through (1) the effective collaboration of our highly capable and experienced directors; (2) a well-crafted Board structure, which includes separate individuals holding the positions of the CEO, the Chairman of the Board, and the Lead Independent Director; (3) a strong committee structure that enables directors to provide the appropriate level of focused oversight and subject-matter expertise; and (4) adherence to our Corporate Governance Guidelines and Directors’ Code of Ethics.

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BOARD COMPOSITION HIGHLIGHTS

Board diversity is important because having a variety of viewpoints improves the quality of dialogue, contributes to a more effective decision-making process, and enhances overall culture in the boardroom. Our directors represent a diversity of professional experience, race, ethnicity, gender, age, and Board tenure, including:

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BOARD EVALUATIONS AND NOMINATIONS

In evaluating potential candidates for service on the Board, the Nominating/Corporate GovernanceNGS Committee of our Board (the Nominating/Corporate Governance Committee) and the Board select director candidates who will best serve the Board and PS Business Parks in the current and anticipated business environment. The goal in the vetting and nomination process is to achieve an appropriate balance of knowledge, experience, diversity, and capabilities on the Board. The Board, through the Nominating/Corporate GovernanceNGS Committee, considers the following non-exclusive list of experiences, qualifications, attributes, and skills of both potential director nominees and existing members of the Board:

Our director nominees have qualifications, skills, and experience relevant to our business. Each director has experience, mainly at senior executive levels, in other organizations, and a majority of the directors hold or have held directorships at other U.S. public companies. MostFive of our directors have served as chief executive officers,CEO, and all have demonstrated superb leadership, intellectual, and analytical skills gained from deep experience in management, finance, and corporate governance.

ABOUT THE DIRECTOR NOMINEESBOARD FOCUS ON REFRESHMENT

Our Board and the NGS Committee understand the importance of Board refreshment and 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 directors to the Board. Four of our eleven directors have joined our Board within the past three years. Our NGS Committee annually considers the long-term make up of our Board and how the members of our Board have changed over time, including the use of annual director questionnaires on the Board’s composition and effectiveness and the completion of rigorous director evaluations to ensure a continued match of each director’s skill sets against the Company’s needs.

In addition, as part of our stockholder engagement dialogue, we routinely ask our investors for input regarding Board performance. Our NGS Committee also regularly considers whether the range of our Board’s tenure appropriately encompasses directors who have historic institutional knowledge of PS Business Parks and the competitive environment, complemented by newer directors with varied backgrounds, perspectives, and skills. To facilitate Board refreshment, our Corporate Governance Guidelines provide that directors will not be nominated or appointed to the Board unless they will be 75 years of age or younger on the first day of their term of service. The robustness of our refreshment strategy combines experience and continuity with new perspectives.

Assuming the election of this year’s proposed director nominees, we believe we will have a good balance between tenured directors with significant experience with the Company and more recently appointed or elected directors with fresh perspectives, constituting 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.

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COMMITMENT TO DIVERSITY

The Nominating/Corporate GovernanceCompany is committed to ensuring that a diversity of experiences and viewpoints are represented on the Board as well as the Company’s senior management team. As a reflection of the Company’s commitment, the NGS Committee’s Charter provides that, when evaluating possible director candidates, the NGS Committee should consider whether each director reflects a diversity of experience, skills, background, gender, race, and/or ethnicity. In addition, the NGS Committee will ask any search firm that it engages for the purpose of identifying potential director candidates to include diverse candidates who meet applicable search criteria in the pool of potential candidates. Our commitment has led to a Board that reflects diverse perspectives, including a complementary mix of skills, experience, and backgrounds that we believe are paramount to our ability to represent the interests of our stakeholders. Our Board comprises 36% women, and two directors self-identify as being racially diverse or belonging to an underrepresented community. Our Board recognizes the importance of diversity and supports management’s efforts to enhance all aspects of diversity throughout the Company.

NOMINEE QUALIFICATIONS

The NGS Committee has recommended to the Board, and the Board has nominated, nineeleven of our incumbent directors listed below for re-election to the Board. James H. Kropp,On March 23, 2022, Dan M. Chandler, III, who has served onas President and CEO and a member of the Board since 1998, will retire2021, stepped down from his positions with the Board as of the 2021 Annual MeetingCompany for health reasons and thus has not been nominated for re-election. Six The Board believes that these nominees provide the Company with the combined skills, experience, diversity, and personal qualities needed for an effective and engaged Board. Seven of the nineeleven director nominees are independent. If elected, each of the nineeleven nominees will serve for thea one-year term beginning with our 2021 Annual Meeting and until our 2023 annual meeting of stockholders, or until their successors, if any, are elected or appointed. Each nominee has agreed to serve if elected.

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NOMINEE QUALIFICATIONS

The Nominating/Corporate Governance Committee has recommended to the Board, and the Board has nominated, the nine incumbent directors listed below for re-election to the Board. The Board believes that these nominees provide the Company with the combined skills, experience, diversity, and personal qualities needed for an effective and engaged Board. We recommend that you vote FOR each nomineenominee..

THE BOARD HAS NOMINATED NINE DIRECTORS, SIX OF WHOM ARE INDEPENDENT

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DIRECTOR NOMINEES SKILLS SUMMARY

The Board believes that our director nominees provide PS Business Parks with the combined skills, experience, and personal qualities needed for an effective and engaged Board.

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DIRECTOR NOMINEE BIOGRAPHIES

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CORPORATE GOVERNANCE AND BOARD MATTERS

CORPORATE GOVERNANCE FRAMEWORK

The Board has adopted the following corporate governance documents, which, along with our charter and bylaws, establish the framework for our corporate governance and outline the general practice of our Board with respect to boardBoard structure, function, conduct, and boardBoard and committee organization:

Our current Corporate Governance Guidelines, Business Conduct Standards, Directors’ Code of Ethics, Code of Ethics for Senior Financial Executives, and Committee Charters are available online in the “Investor Relations”Investor Relations section of our website, psbusinessparks.com/investor-relations/corporate-governance,psbusinessparks.com, or will be delivered to you by mail upon your request in writing to the Company’s Investor Services Department, 701 Western Avenue, Glendale, California 91201.

The Nominating/Corporate GovernanceNGS Committee reviews the Corporate Governance Guidelines at least annually and makes recommendations for any changes to the Board. We will disclose any substantive amendments or waivers to our ethics policies and standards on our website or in accordance with the SECSecurities and Exchange Commission (SEC) and New York Stock Exchange (NYSE) requirements.

BOARD ENGAGEMENT AND OVERSIGHT

During the COVID-19 pandemic, our management team has greatly benefited from the insights and oversight of our Board. Throughout 2020, ourThe Board and our senior leadership team engage regularly and collaborate closely to ensure the Company meets its committees not only maintained their regular schedule of quarterly meetings, but also began regularcommitments to all stakeholders, including our employees, customers, and frequent meetings with management regarding COVID-19, including its impact on employees, operations, financial performance, and legal and regulatory matters. The Board’s longstanding work to provide oversight, review, and counsel related to long-term strategy, risks, and opportunities provided the necessary foundation for management and the Board to build upon in responding quickly and appropriately to the unexpected challenges resulting from the COVID-19 pandemic.

While the COVID-19 pandemic has required the senior management team’s and the Board’s immediate attention, oneour stockholders. One of the Board’s highest priorities continues to be guiding the development and execution of the Company’s long-term strategy. The Board remains focused on working with management to develop strategies to accelerate growth and generate value to shareholders.stockholders.

COMMITMENT TO DIVERSITY

AlthoughThe Board is also actively overseeing management’s efforts and activities on ESG initiatives. For example, the Nominating/Corporate GovernanceNGS Committee andassists the Board do not have a formal policy on diversity, the Company is committed to ensuring that a diversity of experiences and viewpoints are represented on the Board as well asin overseeing the Company’s senior management team. Our Board reflects diverse perspectives,(i) human capital development, including a complementary mix of skills, experience, and backgrounds that we believe are paramount to our ability to represent the interests of our stakeholders. Our Board recognizes the importancematters of diversity and supports management’s efforts to enhance all aspects of diversity throughout the Company. As a reflection of this commitment, 30% of our proposed Board composition is femaleinclusion, (ii) sustainability initiatives, including ESG matters, and one director is racially diverse and self-identifies as being from an underrepresented community.(iii) governance policies.

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PRESIDING INDEPENDENT DIRECTOR

The Board has established a position of Presiding Independent Director to provide an independent director with a leadership role on the Board. The Presiding Independent Director presides at meetings of all independent directors or all non-management directors in executive sessions without the presence of management. These meetings are held regularly in connection with each regularly scheduled boardBoard meeting and at the request of any independent or non-management director. In addition, the independent directors meet separately at least once annually. These sessions are designed to encourage open discussion of any matter of interest without the CEO or any other members of management present. The position of Presiding Independent Director generally rotates annually among the chairs of the standing committees of the Board. Robert S. RolloPeter Shultz was the Presiding Independent Director for 2020, and Peter Schultz2021. Jennifer Holden Dunbar is the Presiding Independent Director for 2021.

BOARD RESPONSIBILITIES AND OVERSIGHT OF RISK MANAGEMENT

The Board is responsible for overseeing our Company’s approach to major risks and our policies for assessing and managing these risks. In connection with its oversight function, the Board regularly receives presentations from management on areas of risk facing our business. The Board and management actively engage in discussions about these potential and perceived risks to the business.

In addition, the Board is assisted in its oversight responsibilities by the four standing Board committees (as described below), which have assigned areas of oversight responsibility for various matters, as described in the Committee Charters and as provided in the NYSE rules.

The Audit Committee assists the Board in overseeing the integrity of our financial statements, the qualifications, independence, and performance of our independent registered public accounting firm, and the performance of our internal audit function. Pursuant to its charter, the Audit Committee is also responsible for oversight of risk assessment and risk management, including any major financial risk exposures.

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Each member of the Audit Committee: (1) meets the financial literacy and independence standards of the NYSE; (2) qualifies as an audit committee financial expert pursuant to the rules of the SEC; and (3) qualifies as independent pursuant to the rules of the SEC and NYSE.

Additionally, the Audit Committee reviews and discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment policies.

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The Compensation Committee has not delegated any of its responsibilities to individual members of the Compensation Committee or to a subcommittee of the Compensation Committee, although it has the discretion to do so. As required by its charter, the Compensation Committee and, in some instances, the Compensation Committee and all other independent members of the Board, made final compensation decisions for executive officers in 2020,2021, including the NEOs set forth in the Summary Compensation Table on page 53 below. The Compensation Committee has the sole authority to retain outside compensation consultants for advice, but historically and for 20202021 has not done so, relying instead on surveys of publicly available information about senior executive compensation at similar companies.

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out their duties and to provide insight and practical wisdom based on experience. Their service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to

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management provides a report to the Board at each regularly scheduled Board meeting of all transactions approved by the Investment Committee. The Investment Committee does not operate pursuant to a formal charter but does operate pursuant to these Board-approved guidelines.

PROXY ACCESS

In 2021, our Board amended our bylaws to provide for proxy access, thereby giving our stockholders an even greater voice in director elections. A stockholder, or a group of up to 20 stockholders, owning at least 3% of the Company’s outstanding Common Stock continuously for at least three years may include in our proxy materials director nominees constituting up to the greater of two directors or 20% of the number of directors on the Board, provided that the stockholder and the nominees satisfy the eligibility requirements in our bylaws.

MAJORITY VOTE REQUIREMENTS FOR DIRECTORS

Our bylaws provide that, in an uncontested election of directors, a majority of all the votes cast for and against a nominee at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to elect a director. Our Corporate Governance Guidelines provide that each director nominee who does not receive at least a majority of the votes cast with respect to that director must submit his or her resignation to the Board. The NGS Committee will then make a recommendation to the Board about whether to accept or reject the resignation or take other action. The Board will act on any such recommendation within 90 days from the date the election results were certified by the Inspector of Election and publicly disclose its decision and rationale in a Form 8-K. If a director’s resignation is accepted by the Board, the Board may fill the resulting vacancy or decrease the size of the Board in accordance with our bylaws.

BOARD RETIREMENT POLICY

Our Corporate Governance Guidelines provide that no person will be nominated for election to the Board for any term unless he or she is 75 years of age or younger on the first day of the term. The Board has discretion to make exceptions to the policy, including to provide for a transition period.

BOARD RESPONSIBILITIES AND OVERSIGHT OF RISK MANAGEMENT

The Board is responsible for overseeing our Company’s approach to major risks and our policies for assessing and managing these risks. In connection with its oversight function, the Board regularly receives presentations from management on areas of risk facing our business. The Board and management actively engage in discussions about these potential and perceived risks to the business.

The Board’s risk management processes include a comprehensive ERM framework focused on:

In addition, the Board is assisted in its risk oversight responsibilities by the five standing Board committees (as described below), which have assigned areas of risk oversight responsibility for various matters, as described in the Committee Charters and as provided in the NYSE rules.

The Audit Committee, which comprises entirely independent directors and financial experts, is responsible for assisting the Board in fulfilling its oversight of the effectiveness of the accounting and financial reporting

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processes of the Company and audits of its financial statements, including the integrity of the Company’s financial statements; the Company’s compliance with legal and regulatory requirements; the independent registered public accountants’ qualifications, independence, and performance; and the scope and results of internal audits, the Company’s internal controls over financial reporting, and the performance of the Company’s internal audit function.

The Audit Committee also oversees cybersecurity and other information technology risks affecting the Company. Management reports quarterly to the Audit Committee regarding information security. All five members of our Audit Committee have cybersecurity experience from their principal occupation or other professional experience or education. See “Corporate Governance—Cybersecurity” on page 35 for more information about how the Audit Committee and the Company are committed to properly addressing the cybersecurity risks we face.

The Compensation Committee, which comprises entirely independent directors, oversees the compensation of our CEO and other executive officers and evaluates compensation incentives to ensure they will motivate senior management to grow long-term stockholder return without taking undue risk. The Compensation Committee annually considers a report from management in their review of the Company’s processes for evaluating potential risks related to compensation policies and practices applicable to all employees and the Company’s management of such risks.

In early 2022, the Compensation Committee considered management’s review of the target metrics for all of our employee incentive compensation plans and management’s conclusion that the Company’s incentive compensation plans, practices, and policies (1) properly incentivized employees to achieve short- and long-term Company goals, (2) did not create any significant motivation or opportunity for employees to take undue risks to achieve an incentive compensation award, and (3) are not reasonably likely to have a material adverse effect on the Company. The Compensation Committee, following discussion, reached a similar conclusion. The Compensation Committee expects to further review compensation risks from time to time.

The Nominating, Governance, and Sustainability Committee, which comprises entirely independent directors, assists the Board by identifying individuals qualified to become Board members and makes recommendations on Board appointments and nominations. The NGS Committee also supports the Board in identifying and overseeing risks associated with ESG and sustainability matters and, as appropriate, coordinates with other Board committees on such matters (such as the Audit Committee with respect to internal controls regarding ESG reporting and the Compensation Committee with respect to ESG-related compensation metrics).

The Capital Committee oversees the optimization of the Company’s capital expenditures. The Capital Committee’s goal is to position the Company to maximize the long-term benefit of its capital expenditures while also ensuring the Company’s assets are well maintained and positioned to meet the needs of its current and prospective customers.

The Investment Committee assists the Board with its review and approval of proposed acquisitions, dispositions, and other investment transactions. The Investment Committee’s goal is to facilitate the expeditious review of the Company’s investment transactions and to provide oversight and Board-level direction to management so that management can execute on these transactions against the Company’s strategic plan.

The Board committees also hear reports from members of management to enable each committee to identify, discuss, understand, and manage risk. The chair of each of the Board’s standing committees reports on interim individual committee discussions to the full Board at each Board meeting. All directors have access to management in the event a director wishes to follow up on items discussed outside of Board meetings.

CYBERSECURITY

PS Business Parks devotes significant resources to protecting and continuing to improve the security of our computer systems, software, networks, and other technology assets. Our security efforts are designed to preserve the confidentiality, integrity, and continued availability of all information owned by, or in the care of, the

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Company and protect against, among other things, cybersecurity attacks by unauthorized parties attempting to obtain access to confidential information, destroy data, disrupt or degrade service, sabotage systems, or cause other damage.

Board Oversight

Our Board considers cybersecurity risk as one of the most significant risks to our business. The Board has delegated to the Audit Committee oversight of cybersecurity and other information technology risks affecting the Company. The Audit Committee periodically evaluates our cybersecurity strategy to ensure its effectiveness. Management provides quarterly reports to the Audit Committee regarding cybersecurity and other information technology risks, and the Audit Committee in turn provides reports to the full Board.

As part of our board refreshment efforts in recent years we have focused on adding directors with information technology skills. Currently, nine members of our Board, including all five members of our Audit Committee, have cybersecurity experience from their principal occupation or other professional experience or education. In addition, several members of our Audit Committee attended third-party director education courses on cybersecurity and privacy issues and trends in 2021.

Cybersecurity Risk Identification and Management

We identify and address information security risks by employing a defense-in-depth methodology that provides multiple, redundant defensive measures in case a security control fails or a vulnerability is exploited. We leverage internal resources, along with strategic external partnerships, to mitigate cybersecurity threats to the Company. We deploy both commercially available solutions and proprietary systems to actively manage threats to our information technology environment. We are audited and certified by a third-party information security firm to ensure we comply with these rigorous threat reduction control standards. We regularly engage appropriate external resources regarding emerging threats and the security posture of our systems in order to navigate the diverse cybersecurity landscape.

The Company takes data protection seriously and ensures every employee understands their role in keeping PS Business Parks safe from cyber-attacks. We employ a robust information security and training program for our employees, including mandatory computer-based training, regular internal communications, and ongoing end-user testing to measure the effectiveness of our information security program. As part of this commitment, we require our employees to complete a Cybersecurity Awareness eCourse each year. In addition, we have an established schedule and process for regular phishing awareness campaigns that are designed to emulate real-world contemporary threats and provide immediate feedback (and, if necessary, additional training or remedial action) to employees. As an additional measure, the Company performs an annual table-top incident response simulation.

We have experienced no material information security breaches in the last three years. As such, we have not spent any material amount of capital on addressing information security breaches in the last three years, nor have we incurred any material expenses from penalties and settlements related to a material breach during this same time.

POLITICAL AND CHARITABLE CONTRIBUTIONS

Our NGS Committee oversees the Company’s political and charitable contributions and other public policy matters. In order to facilitate accountability and informed decision-making with respect to the Company’s political and charitable contributions, the NGS Committee has adopted certain Political and Charitable Contribution Guidelines, which apply to contributions or expenditures of corporate funds to various political entities, charitable organizations, and certain causes. Contributions subject to these guidelines must be approved by management and/or the NGS Committee. All contributions are required to be reported quarterly to the NGS Committee.

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BOARD ORIENTATION AND EDUCATION