701 Western Avenue

Glendale, California 91201

March 19, 2021[    ], 2022

Dear fellow shareholders:Stockholder,

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

We are pleased to invite youcordially invited to attend our 2021 Annual Meetinga special meeting of Shareholderscommon stockholders of PS Business Parks, Inc., a Maryland corporation (the “Company” or “PSB”), to be held on Tuesday, April 20, 2021. Due to the COVID-19 pandemic, the Annual Meeting[                ], 2022, at [                ] [a.m./p.m.], [    ] time. The special meeting will be held at [    ]. At the special meeting, you will be asked to consider and vote on the merger (the “Company Merger”) of Sequoia Merger Sub I LLC (“Merger Sub I”), a wholly owned subsidiary of Sequoia Parent LP (“Parent”), an affiliate of Blackstone Inc. (“Blackstone”), with and into the Company, and the other transactions contemplated by the Agreement and Plan of Merger, dated as of April 24, 2022, and as it may be amended from time to time, by and among the Company, PS Business Parks, L.P., Parent, Merger Sub I and Sequoia Merger Sub II LLC (the “Merger Agreement”).

If the Company Merger is completed, each share of our common stock, $0.01 par value per share (the “Common Stock”), that is issued and outstanding immediately prior to the effective time of the Company Merger (the “Company Merger Effective Time”) will automatically be converted into the right to receive $187.50 in cash, without interest and less any applicable withholding taxes, as more fully described in the enclosed proxy statement (the “merger consideration”).

Only holders of record of our Common Stock at the close of business on [                ], 2022, are entitled to notice of, and to vote at, the special meeting, or any adjournment or postponement thereof. The vote of the holders of our preferred stock, $0.01 par value per share (the “Preferred Stock”), or any depositary shares in respect thereof is not required to approve any of the proposals at the special meeting and is not being solicited. Our board of directors has unanimously determined and declared that the transactions contemplated by the Merger Agreement, including the Company Merger, are advisable and in the best interests of the Company and its stockholders and approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Company Merger. Our board of directors unanimously recommends that you vote “FOR” the approval of the Company Merger and the other transactions contemplated by the Merger Agreement and the other proposals to be considered at the special meeting.

The Company Merger must be approved by the affirmative vote of the stockholders entitled to cast a virtual format onlymajority of all the votes entitled to be cast on the matter by the holders of the issued and outstanding Common Stock. The notice of special meeting and proxy statement accompanying this letter provide a safe experience for our shareholdersyou with more specific information concerning the special meeting, the Company Merger, the Merger Agreement and employees. To attend,the other transactions contemplated by the Merger Agreement. We encourage you to read carefully the enclosed proxy statement, including the exhibits. You may also obtain more information about the Company from us or from documents we have filed with the U.S. Securities and Exchange Commission.

If you hold your shares of Common Stock in “street name,” you should instruct your bank, broker or other nominee how to vote and submit questions duringyour shares in accordance with 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 that you will receive from your broker, bank or proxy card. Online access to the webcast will open approximately fifteen (15) minutes prior to the startother nominee. Your bank, broker or other nominee cannot vote on any of the Annual Meeting. Attendance at the Annual Meeting is subject to capacity limits set by the virtual meeting platform provider.proposals without your instructions.

NOTICE OF THE 2021 ANNUAL MEETING OF SHAREHOLDERS

March 19, 2021

To our shareholders:

We invite you to attend[                ] [a.m./p.m.], [                ] time. The special meeting will be held at [    ]. The special meeting is being held for the 2021 Annual Meetingpurpose of Shareholders of PS Business Parks, Inc.acting on the following matters:

If you hold your sharesThe foregoing items of business are more fully described in street name and do not provide voting instructions, your shares will not be voted on any proposal onthe attached proxy statement, which your broker does not have discretionary authority to vote. See “How Proxies will be Voted” on page 85forms a part of this Proxy Statement.

We sent a proxy statementnotice and is incorporated herein by reference. Pursuant to shareholdersthe Maryland General Corporation Law (the “Maryland General Corporation Law”), and our bylaws, only the matters set forth in this Notice of record atSpecial Meeting may be brought before the special meeting. Our board of directors has fixed the close of business on February 26, 2021, together with an accompanying form[                ], 2022, as the record date for the determination of proxy cardstockholders entitled to notice of and Annual Report,to vote at the special meeting or any postponement or adjournment thereof. All holders of record of our common stock, $0.01 par value per share (the “Common Stock”), as of the record date are entitled to receive notice of, attend and vote at the special meeting or any postponement or adjournment of the special meeting. The vote of the holders of our preferred stock, $0.01 par value per share (the “Preferred Stock”), or any depositary shares in respect thereof is not required to approve any of the proposals at the special meeting and is not being solicited.

Our board of directors has unanimously determined and declared that the transactions contemplated by the Merger Agreement, including the Company Merger, are advisable and in the best interests of the Company and its stockholders and approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Company Merger. Our board of directors unanimously recommends that you vote “FOR” the proposal to approve the Company Merger, “FOR” the proposal to approve the merger-related compensation, and “FOR” the proposal to approve adjournment of the special meeting.

The Company Merger must be approved by the affirmative vote of the holders of our Common Stock entitled to cast a majority of all the votes entitled to be cast on or about March 19, 2021.the Company Merger. Accordingly, your vote is very important regardless of the number of shares of Common Stock that you own. Whether or not you expectplan to attend the special meeting, we urgerequest that you authorize a proxy to sign, date,vote your shares of Common Stock by

COMPANY OVERVIEW AND 2020 HIGHLIGHTS

PS Business Parks, Inc. (NYSE: PSB)

701 Western Avenue,

Glendale, California 91201

(818) 244-8080

PS Business Parks, Inc., which we refer to as “we,” “our,” “us,” “PSB” or the “Company,” was originally formed as a California corporation that hasin 1990 and effective May 19, 2021 the Company reincorporated to the State of Maryland. We elected to be taxed as a real estate investment trust (REIT), acquires, develops, owns, and operates commercial properties, primarily multi-tenant industrial, flex, and office space. The Company wholly owns 27.7 million rentable square feet (RSF) concentrated in 12 submarkets spread across six states and holds a 95% interest in a 395-unit apartment complex and a 98.2% interest in a 411-unit multifamily apartment complex development.

RESPONSE TO COVID-19

The COVID-19 pandemic has created one of the most difficult operating environments in our Company’s history and has highlighted 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

Many of our customers operate essential businesses; as such, we have kept 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 in 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.

Many of our customers faced, and some continue to face, severe disruptions to their business as a result 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, the Company faced significant operational difficulties, rent collection challenges, and reduced demand, in part as a result of the pandemic’s adverse economic effects and government restrictions on commercial activity.

In response,(“REIT”) under the leadershipInternal Revenue Code 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 threshold1986, 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 repayment of deferred rent provided to certain customers to help mitigate the effects of the COVID-19 pandemic to their businesses. In addition, management focused on several key strategic priorities, including (i) initiating searches 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-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:

Achieving Core-Market Density and Scale through a Disciplined Investment Strategy

We enhanced and refined our presence in our core gateway markets, with high barriers to entry and attractive demographics, through accretive acquisitions and developments and prudent dispositions, including:

Superior Operations and Disciplined Capital Expenditures

We effectively and proactively minimized maintenance capital and transaction costs (i.e., make-ready 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 of our in-house leasing teams to minimize leasing transaction costs.

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Same Park recurring capital expenditures have trended downward over the past few years, which is 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. Our decentralized platform gives 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 platform 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

Consistentamended (the “Code”) commencing with our long-term growth philosophy, in 2020 we maintained our “fortress” balance sheet, ending the year with no debt outstanding and modest levels of permanent preferred equity. Our balance sheet remains one of the strongest in the REIT sector, and our balance sheet approach 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 months or years, to come. The intended and achieved result is resilience in our properties and Company, which, in turn, reinforces and perpetuates our ability to create long-term value for 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), and dividends per share grew at annual compound growth rates well in excess of the compound annual growth rate of our portfolio (by square footage) over the same period, demonstrating the significant value created relative to our capital outlay.

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The following table demonstrates our success at growing Core FFO per share and annual dividends per share of Common Stock over the same ten-year period.

Return on Assets and Cost of Capital

During that same ten-year period, we increased return on assets, and reduced our cost of capital:

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Our strong operating performance, capital allocation discipline, and prudent balance sheet management have generated consistently higher returns on assets relative to our industrial REIT peers.

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Strong Credit Metrics

We believe that our outsized long-term performance and shareholder value creation are due in large part to maintaining our fortress balance sheet and adherence 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 4.4x to 3.4x (debt and preferred equity to Earnings before Interest, Taxes, Depreciation, and Amortization (EBITDA)).

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Total Shareholder Return (TSR)

Our TSR has exceeded that of the NAREIT Equity Index 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, averaging 11.6% per year since 2001.

The following chart shows our TSR expressed as cumulative return to shareholders since December 31, 2015, and illustrates that $100 invested in PS Business Parks on December 31, 2015, would have been valued at $175.22 as of December 31, 2020.

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Rental Income and RevPAF Growth

In 2020, we grew our Same Park rental income to $383.4 million, an increase of $1.4 million, or 0.4%, over 2019. Our disciplined approach to managing our assets, which focuses on maximizing rental income growth while maintaining 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”) 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 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 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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OUR COMMITMENT TO ENVIRONMENTAL STEWARDSHIP AND SUSTAINABILITY, SOCIAL RESPONSIBILITY, AND GOOD GOVERANCE PRACTICES

We believe that a strong commitment to environmental stewardship and sustainability, social responsibility, and sound governance practices is good for our business and benefits our shareholders, employees, partners, and other stakeholders. We recognize our responsibility as a global citizen to operate in a responsible and sustainable manner that is aligned with the Company’s long-term strategy and promotes the best interests of our Company and its stakeholders.

Our Sustainability Committee, comprising our Interim CEO & COO and other senior executives, directs, supports, and reports on the Company’s ongoing commitment to environmental, health and safety, social responsibility, governance, and other related matters. The Sustainability Committee Charter is available on our website at psbusinessparks.com. In addition, the Board and the Nominating/Corporate Governance Committee (Governance Committee) oversees management’s efforts and activities on sustainability initiatives. This ensures a focused and appropriate level of oversight by the Board and demonstrates the Board’s commitment to ensuring the Company’s progress across our sustainability initiatives.

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

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Proposal 1:

Election of Directors

Our Board has nominated nine directors, who, if elected by shareholders at our Annual Meeting, have agreed to serve until next year’s 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

In evaluating potential candidates for service on the Board, the Nominating/Corporate Governance 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 Governance 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. Most of our directors have served as chief executive officers, and all have demonstrated superb leadership, intellectual, and analytical skills gained from deep experience in management, finance, and corporate governance.

ABOUT THE DIRECTOR NOMINEES

The Nominating/Corporate Governance Committee recommended, and the Board has nominated, nine of our incumbent directors for re-election to the Board. James H. Kropp, who has served on the Board since 1998, will retire from the Board as of the 2021 Annual Meeting and thus has not been nominated for re-election. Six of the nine director nominees are independent. If elected, each of the nine nominees will serve for the one-year term beginning with our 2021 Annual Meeting, 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 nominee.

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.

CEO or Executive Experience

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Corporate Governance Experience

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M&A/Capital Markets/Capital Allocation Experience

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Succession Planning/Management Development Experience

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Gender Diversity

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Racial Diversity (including self-identification as being from an underrepresented community)

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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 board structure, function conduct, and board and committee organization:

Our current Corporate Governance Guidelines, Business Conduct Standards, Code of Ethics, and Committee Charters are available online in the “Investor Relations” section of our website, psbusinessparks.com/investor-relations/corporate-governance, 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 Governance 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 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, our Board and its committees not only maintained their regular schedule of quarterly meetings, but also began regular 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, 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.

COMMITMENT TO DIVERSITY

Although the Nominating/Corporate Governance Committee and 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 as the Company’s senior management team. Our Board 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 recognizes the importance 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 female and one director is racially diverse and self-identifies as being from an underrepresented community.

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BOARD LEADERSHIP

We have separate individuals serving as Chairman of the Board and as CEO. Ronald L. Havner, Jr., has served as Chairman of the Board since March 1998. Mr. Havner has been involved with the Company since its founding and has extensive knowledge of the Company, the markets in which it operates, and the real estate industry. Dan M. Chandler, III has been appointed to serve as our President and Chief Executive Officer, effective April 5, 2021, and will succeed John W. Petersen, our Chief Operating Officer, who has served as our Interim President and Chief Executive Officer since April 2020.

We do not have a policy against one individual holding the positions of Chairman and CEO. Rather, the Board evaluates the desirability of having a combined or separate Chairman and CEO from time to time and adopts a structure based on what it believes to be in the best interests of PS Business Parks and its shareholders. Currently, the Board believes that having separate Chairman and CEO roles serves the interests of the Company and its shareholders well.

MAJORITY VOTE REQUIREMENTS FOR DIRECTORS

Our Corporate Governance Guidelines provide that, in an uncontested election of directors, 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. For the purpose of the Corporate Governance Guidelines, a majority means the number of votes cast “for” a director must exceed 50% of the votes cast with respect to the director. The Nominating/Corporate Governance 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 and publicly disclose its decision within 90 days from the date the election results were certified by the Inspector of Election. 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.

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 board 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. Rollo was the Presiding Independent Director for 2020, and Peter Schultz 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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The Compensation Committee 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 shareholder return without taking undue risk.

The Nominating/Corporate Governance Committee assists the Board by identifying individuals qualified to become Board members and makes recommendations on Board appointments and nominations. The Nominating/Corporate Governance Committee also oversees our governance policies and as part of that oversight focuses on risks associated with director and management succession planning, corporate governance, and overall Board effectiveness. The Nominating/Corporate Governance Committee also oversees our environmental, social, and governance (ESG) efforts and our political and charitable contributions and other public policy matters.

The Capital Committee oversees the optimization of the Company’s capital expenditures. The Capital Committee’s goal is to position the Company to maximize 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 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.

POLITICAL AND CHARITABLE CONTRIBUTIONS

In February 2020, our Board and Nominating/Corporate Governance Committee approved amendments to the Nominating/Corporate Governance Committee Charter to include oversight responsibilities with respect to 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 Nominating/Corporate Governance 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 Nominating/Corporate Governance Committee. All contributions are required to be reported quarterly to the Nominating/Corporate Governance Committee.

BOARD ORIENTATION AND EDUCATION

Each new director participates in an orientation program and receives materials and briefings concerning our business, industry, management, and corporate governance policies and practices. Continuing education is provided for all directors through Board materials and presentations, discussions with management, and the opportunity to attend external board education programs.

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.

DIRECTOR INDEPENDENCE

The Board evaluates the independence of each director annually based on information supplied by the directors and the Company, and on the recommendations of the Nominating/Corporate Governance Committee. The Corporate Governance Guidelines require that a majority of the directors be independent in accordance with the requirements of the NYSE. A director qualifies as independent unless the Board determines, in accordance with NYSE rules, that the director has a material relationship with PS Business Parks, based on all relevant facts and

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circumstances. Material relationships may include commercial, industrial, consulting, legal, accounting, charitable, family, professional, personal, and other relationships. The Board also considers the director’s relationships with Public Storage, our largest shareholder.

Following its annual review of each director’s independence, the Nominating/ Corporate Governance Committee in February 2021 recommended to the Board, and the Board determined, that (i) each of Jennifer Holden Dunbar, James H. Kropp, Kristy M. Pipes, Gary E. Pruitt, Robert S. Rollo, Peter Schultz, and Stephen W. Wilson is independent pursuant to the rules of the NYSE, and (ii) each Audit Committee member and each Compensation Committee member meets the additional independence requirements of the rules of the SEC.

COMMITTEES OF THE BOARD

Our Board has four standing committees: the Audit Committee, the Compensation Committee, the Nominating/Corporate Governance Committee, and the Capital Committee. Each of the standing committees operates pursuant to a written charter, which can be viewed at our website at psbusinessparks.com/investor-relations/corporate-governance. Any shareholder may obtain a printed copy by writing to the Company’s Secretary at PS Business Parks, Inc., 701 Western Avenue, Glendale, CA 91201.

Our four standing committees are described below.

Audit Committee

The primary functions of the Audit Committee, as set forth in its charter, are to:

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 Audit Committee also oversees cybersecurity and other IT risks affecting the Company. Management reports regularly to the Audit Committee regarding information security. We consider each member of our Audit Committee to possess information security experience by way of their oversight responsibilities over this area.

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 manage threats to our information technology environment actively. We employ robust information security and training programs 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. We are externally audited and certified by top information security standards to ensure we comply with this rigorous standard. We regularly engage appropriate external resources regarding emerging threats in order to navigate the diverse cybersecurity landscape.

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.

Compensation Committee

The primary functions of the Compensation Committee, as set forth in its charter, are to:

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, 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 2020 has not done so, relying instead on surveys of publicly available information about senior executive compensation at similar companies.

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Each member of the Compensation Committee qualifies as independent pursuant to the rules of the SEC and NYSE, including the heightened independence requirements for compensation committee members.

Compensation Committee Interlocks and Insider Participation. No executive officer of PS Business Parks served on the compensation committee or board of directors of any other entity that has an executive officer who also served on our Compensation Committee or Board at any time during 2020, and no member of the Compensation Committee had any relationship with the Company requiring disclosure under Item 404 of SEC Regulation S-K.

Messrs. Havner and Russell and Ms. Hawthorne are former officers of the Company and are members of the Board. They do not serve on the Compensation Committee.

Oversight of Compensation Risks. With respect to consideration of risks related to compensation, the Compensation Committee annually considers a report from our senior management team concerning potential risks related to compensation policies and practices applicable to all of the Company’s employees.

In early 2021, 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.

Nominating/Corporate Governance Committee

The primary functions of the Nominating/Corporate Governance Committee, as set forth in its charter, are to:

Our Board has delegated to the Nominating/Corporate Governance Committee responsibility for recommending nominees for election to the Board. Other duties and responsibilities of the Nominating/Corporate Governance Committee include periodically reviewing the structure, size, composition, and operation of the Board and each Board committee; recommending assignments of directors to Board committees; conducting a preliminary review of director independence; overseeing director orientation; and annually reviewing and evaluating its charter and performance. The principles set forth in its charter further guide the Nominating/Corporate Governance Committee.

Director Qualifications. We believe that members of the Board should have high professional and personal ethics and values. They should have broad experience at the policy-making level in business or other relevant experience. They should be committed to enhancing shareholder value and should have sufficient time to carry 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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perform all director duties responsibly. In general, the Board seeks to add directors who meet the independence requirements of the NYSE rules. In addition, director candidates must annually submit a completed director questionnaire concerning matters related to independence determination, and the determination of whether a candidate qualifies as an audit committee financial expert, and must satisfactorily complete a background investigation by a third-party firm.

Identifying and Evaluating Nominees for Directors. The Nominating/Corporate Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director.

The Nominating/Corporate Governance Committee regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated or otherwise arise, the Nominating/Corporate Governance Committee considers various potential candidates for director.

Candidates may come to the attention of the Nominating/Corporate Governance Committee through current Board members, professional search firms, shareholders, or other persons. These candidates are evaluated at meetings of the Nominating/Corporate Governance Committee and may be considered at any point during the year.

The Nominating/Corporate Governance Committee considers properly submitted shareholder nominations of candidates for the Board in the same manner as other candidates. Following verification of the shareholder status of persons proposing candidates, recommendations will be aggregated and considered by the Nominating/Corporate Governance Committee prior to the issuance of the proxy statement for the annual meeting. Any materials provided by a shareholder in connection with the recommendation of a director candidate are forwarded to the Nominating/Corporate Governance Committee. The Nominating/Corporate Governance Committee may also review materials provided by professional search firms or other parties in connection with a nominee who is not proposed by a shareholder. In evaluating such nominations, the Nominating/Corporate Governance Committee seeks to achieve a balance of knowledge, experience, and capability on the Board.

We do not have any other policies or guidelines that limit the selection of director candidates by the Nominating/Corporate Governance Committee, and the Nominating/Corporate Governance Committee and the Board have and continue to exercise broad discretion to select director candidates who will best serve the Board and the Company in the current and anticipated business environment.

Capital Committee

The Capital Committee focuses on assessing, monitoring, and optimizing the Company’s capital expenditures, including development and redevelopment opportunities as well as the Company’s annual recurring capital expenditures, which include maintenance capital, tenant improvements, and leasing commissions. The goal is to position the Company to maximize the long-term benefits of its capital expenditures while ensuring its assets are well maintained and positioned in the marketplace to meet the needs of the Company’s current and prospective customers. The Capital Committee operates pursuant to a formal charter adopted in July 2016.

COMMUNICATIONS WITH THE BOARD

The Company provides a process by which shareholders and interested parties may communicate with the Board. Communication to the Board should be addressed to: Board of Directors, c/o Jeffrey D. Hedges, Executive Vice President, Chief Financial Officer, and Secretary, PS Business Parks, Inc., 701 Western Avenue, Glendale, California 91201. Communications intended for a specified individual director or group of directors should be addressed to the director(s) c/o Secretary at the above address, and all such communications received will be forwarded to the designated director(s).

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BOARD AND COMMITTEE MEETINGS AND ATTENDANCE

The Board meets at regularly scheduled intervals and may hold additional special meetings as necessary or desirable in furtherance of its oversight responsibilities. As described above, the non-management directors generally meet in executive session without the presence of management in connection with each regularly scheduled Board meeting.

In 2020, the Board held 11 meetings, including telephonic meetings. During 2020, all directors attended at least 75% of the meetings held by the Board and all committees of the Board on which each director served, except for Ms. Hawthorne, who attended 55% due to her medical leave of absence. We do not have a policy regarding directors’ attendance at the annual meeting of shareholders, but directors are encouraged to attend. Seven of our directors attended the 2020 annual meeting of shareholders.

The following table summarizes the membership of the Board’s standing committees and the number of meetings held by each committee in 2020:

BOARD COMMITTEE MEMBERSHIP AND 2020 MEETINGS

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OUR EXECUTIVE OFFICERS

Maria R. Hawthorne, the Company’s former President and Chief Executive Officer, commenced a medical leave of absence on April 20, 2020, and ultimately retired from her role as President and Chief Executive Officer on September 1, 2020. John W. Petersen, the Company’s long-tenured Chief Operating Officer, assumed the role of Interim President and Chief Executive Officer on April 20, 2020, will serve in this role until April 5, 2021, and then will continue his role as Chief Operating Officer. Dan M. Chandler, III has been appointed to serve as our President and Chief Executive Officer, effective April 5, 2021.

The following are biographical summaries of our executive officers.

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COMPENSATION OF DIRECTORS

The Compensation Committee periodically reviews the Company’s non-employee director compensation and recommends any changes to the Board. The Board makes the final determination as to director compensation. The Board has approved the mix of cash and equity compensation described below.

Retainers and Meeting Fees.Non-employee directors (except for current executives of a PS Business Parks, Inc. or its affiliates, including Public Storage and Shurgard Europe) receive annual cash retainers (paid quarterly and pro-rated for any partial year of service) for serving on the Board and for chairing a committee, and cash payments for attending Board and committee meetings (including all telephonic meetings).

In light of the increased time and preparation required for attendance at meetings of the Board and its committees, the Compensation Committee in December 2020 recommended, and the Board approved, certain amendments to the Company’s Non-Employee Director Compensation Policies to modify per meeting attendance fees. The amendments provide that non-employee directors will be paid $1,000 for attending each of their Board and respective committee meetings, whether held telephonically or in person. The following is the current retainer/fee schedule:

Equity Awards.Each new non-employee director whom the Board determines to be independent, upon the date of his or her initial election by the Board or the shareholders to serve as a non-employee director, is granted a non-qualified stock option to purchase 10,000 shares of Common Stock, which vests in five equal annual installments beginning one year from the date of grant or the annual shareholders meeting date in that year, whichever is earlier, subject to continued service. Directors who previously served as Company executives are not eligible to receive this award.

Annually, each non-employee director receives a non-qualified stock option to purchase 2,000 shares of Common Stock, which vests in five equal annual installments beginning one year from the date of grant or the annual shareholders meeting date in that year, whichever is earlier, subject to continued service. The annual grants are made immediately following the annual meeting of shareholders at the closing price of the Common Stock on the NYSE on such date.

Upon retirement of a non-employee director from the Board, all outstanding options vest effective on the date of retirement and the director has one year to exercise all vested options. A retirement shall have occurred if (i) a non-employee director is not nominated for re-election pursuant to the Company’s mandatory retirement policy; or (ii) a non-employee director ceases service on the Board and the non-employee director has a combined age and years of service of at least 80 years, where the non-employee director is at least age 55 and has provided at least 10 years of Service (as defined in the 2012 Equity and Performance-Based Incentive Compensation Plan) to the Company (including its subsidiaries and affiliates).

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Each non-employee director who joins the Board receives a grant of 10,000 deferred stock units that vest in ten equal annual installments on each of the first ten anniversaries of the date the director commences service on the Board subject to certain conditions. The awards are intended to retain and reward long-term service on the Board and to provide equity compensation to Board members. Directors receive dividend equivalents on vested retirement shares. Directors who are former Company employees do not earn retirement shares for Board service until his/her completion of participation in the Company’s equity incentive plans as a former employee (i.e., until all unvested outstanding equity awards received by the former employee for his/her service as an employee have vested).

Director Stock Ownership Guidelines. Pursuant to the Corporate Governance Guidelines, each non-management director is encouraged to have a significant stock ownership in the Company. All directors are expected, within three years of election, to own at least $100,000 of Common Stock of the Company, as determined using the per-share value on the date of acquisition. All of our directors meet this stock ownership requirement.

Director Compensation in Fiscal 2020. The following table presents the compensation provided by the Company to our directors for the fiscaltaxable year ended December 31, 2020.

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The Board recommends voting FOR all director nominees.

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Proposal 2:

Advisory Vote to Approve

Compensation of

Named Executive Officers

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PROPOSAL 2

ADVISORY VOTE TO APPROVE COMPENSATION

OF NAMED EXECUTIVE OFFICERS

Advisory Vote

Pursuant to Section 14A(a)(1) of the Securities Exchange Act of 1934, as amended (Exchange Act), we provide shareholders an annual advisory vote to approve the compensation of our Named Executive Officers (NEOs), also known as a “Say-on-Pay” proposal. Although the shareholder vote is advisory and nonbinding on the Company, the Compensation Committee, which is responsible for designing and administering the compensation program, values the opinions expressed by shareholders. The Compensation Committee will consider and weigh heavily the outcome of the vote when making future compensation decisions.

We believe our compensation program for NEOs helped the Company deliver strong performance in 2020, despite an unprecedented and challenging operating environment due to the COVID-19 pandemic, and despite the Company’s full-time CEO, Maria Hawthorne, being on medical leave for nearly five months and ultimately retiring in September 2020. Our Compensation Committee’s determinations regarding 2020 incentive compensation were grounded in a principled, thoughtful, and comprehensive assessment our NEOs’ leadership during this crisis and their successful execution of strategic and operational priorities.

Accordingly, we are asking our shareholders to indicate their support for the compensation of our NEOs as disclosed in this proxy statement by voting “FOR” the following resolution:

“RESOLVED, that the shareholders of the Company approve, on an advisory basis, the compensation paid to the Company’s NEOs, as disclosed in this proxy statement for the Annual Meeting pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables, and the narrative discussion that accompanies the compensation tables.”

In considering your vote, you should review with care the information presented in the Compensation Discussion and Analysis below.

The Board recommends a vote FOR approval of our NEO compensation

as described in this proxy statement.

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COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

OVERVIEW OF EXECUTIVE COMPENSATION PROGRAM OBJECTIVES

The Compensation Committee’s goal for our executive compensation program is to hire, retain, and motivate our senior management team to achieve solid financial results and create long-term shareholder value. We believe that our compensation programs have been effective in helping the Company move towards its financial and operational goals.

In general:

OUR COMPENSATION PHILOSOPHY AND PRACTICES ALIGN EXECUTIVE PAY WITH PERFORMANCE AND CREATION OF LONG-TERM VALUE

Compensation Objectives and Process

Our compensation goals are to hire and retain exceptional executives and to motivate our senior management team to create long-term value. We pay our NEOs based on what the Compensation Committee considers appropriate in view of individual and corporate performance, market and peer compensation practices, and our objective of aligning our NEOs’ interests with those of our shareholders to maximize long-term value.

In general, our compensation program for NEOs is composed of: (1) base salary; (2) short-term incentives generally in the form of annual cash bonuses; and (3) equity awards subject to long-term vesting, which may include restricted stock units (RSUs) and/or stock options.

We design our incentive compensation programs for NEOs to reward achievement of Company-wide, functional, and individual performance goals by tying awards to objectives that the Compensation Committee believes are key drivers of long-term, sustainable performance.

Because we design each component of our compensation program to accomplish or reward different objectives, the Compensation Committee generally determines the award of each component separately. With respect to 2020 compensation, the Compensation Committee did not retain or rely on information provided by any third-party compensation consultant in setting compensation levels and awards for our NEOs.

The Compensation Committee generally considers corporate, business unit, and individual performance and other relevant factors when setting compensation of NEOs. The Compensation Committee solicits and considers our CEO’s views on the performance of the executive officers reporting to the CEO, including each of the other NEOs. The Compensation Committee may solicit and consider the views of the Chairman and the Board with respect to compensation of the CEO.

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Our CEO attends all meetings of the Compensation Committee at which the Committee discusses (i) the compensation of the other NEOs or other employees and/or (ii) Company-wide compensation matters, such as the consideration of new equity plans. Our CEO does not vote on items before the Compensation Committee.

The Compensation Committee made all final compensation decisions for NEOs in 2020. The Board was informed of all final compensation decisions for NEOs and ratified the final compensation decisions for the CEO. Neither Ms. Hawthorne nor Mr. Petersen participated in the deliberations of the Compensation Committee with respect to setting their own compensation.

For more information on the Compensation Committee and its responsibilities, see “Corporate Governance and Board Matters—Committees of the Board—Compensation Committee” on page 30.

Focus on Pay for Performance

The guiding principle of our executive compensation philosophy is to pay for performance and incentivize our NEOs to create long-term value. The Compensation Committee believes that NEO compensation should be based on the Company’s achievement of strategic, operational, and financial goals and on each executive’s individual contributions. This link between incentive payouts and achievement of goals has helped drive our strong and consistent performance year after year. We believe our focus on pay for performance has fueled our impressive long-term performance. For example, our TSR beat the NAREIT Equity Index for the 5-year, 10-year, and 20-year periods ending December 31, 2020 and the S&P MidCap 400 for the 20-year periods ending December 31, 2020, averaging 11.6% in total annual return since 2001.

Assessment of Individual Contributions to Overall Performance

The Compensation Committee’s evaluation of each NEO places strong emphasis on his or her contributions to the Company’s overall performance in addition to his or her individual business or functional area. The Compensation Committee believes that the NEOs share responsibility to support the goals and performance of the Company as a whole.

Sound Governance Practices

In designing our executive compensation around the philosophy and objectives outlined above, the Compensation Committee believes that our program encourages the highest performance standards and aligns the interests of our NEOs with the long-term interests of our shareholders by:

At the same time, the following features of our program discourage inappropriate risk taking:

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The following key features of our compensation program reflect our philosophy:

What We Do				What We Don’t Do
Substantial portion of our NEOs’ compensation “at risk”						No guaranteed bonus arrangements with our NEOs except for new hires
High percentage of executive compensation in equity						No excessive perquisites
Long equity vesting periods promote retention and align pay with long-term value creation						No repricing of stock options
Robust stock ownership guidelines						No tax gross ups
Strong clawback provisions						No supplemental retirement plans
Double trigger for accelerated vesting of equity upon a change in control						No hedging against price fluctuations in the Company’s securities

WE USE VARIOUS COMPENSATION ELEMENTS TO INCENTIVIZE AND REWARD LONG-TERM VALUE CREATION

We typically pay our NEOs a mix of cash and equity, the majority of which is “at risk” and tied to achieving performance objectives set by the Compensation Committee in light of the Company’s long-term strategy and the current business environment. We promote responsible growth and risk management and align the interests of our executives with the interests of our shareholders by using performance-based equity awards that are subject to long vesting periods as the predominant form of compensation.

We may also occasionally grant stock options, which provide significant value in the retention of executives, including in connection with new executive hiring or promotions. As with our practice with RSUs, we motivate executives to focus on long-term value creation and sustained financial performance and improve retention by subjecting stock option grants to long vesting periods. Stock options are granted with an exercise price of not less

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than 100% of the fair market value of the Common Stock on the grant date. This ensures that the options will have value only when the price of our Common Stock increases after the grant date and remains above the exercise price through the vesting period, which further aligns the interests of our executives and shareholders.

EQUITY GRANT PRACTICES

Equity grants to all of our executive officers, including the NEOs, must be approved by the Compensation Committee, which consists entirely of independent directors, and:

In January 2020, the Compensation Committee approved the Employee RSU Deferral Program under the 2012 Equity and Performance-Based Incentive Compensation Plan approved by shareholders. The Employee RSU Deferral Program gives certain employees, including the NEOs, under certain circumstances the option of deferring receipt of shares that the Company would otherwise deliver to the employee on the vesting dates of RSUs, which may provide tax benefits for employees, deferring taxation to later dates.

Executive Officer Stock Ownership Guidelines

The Board implemented stock ownership guidelines for NEOs effective April 28, 2015. Each NEO is expected to beneficially own Common Stock equal in market value to a specified multiple of his or her annual base salary—five times base salary for the CEO and three times base salary for the other NEOs. All of our NEOs who have been with the Company at least five years exceed his/her stock ownership requirement. Only shares of Common Stock (1) owned by the executive, (2) owned jointly by him/her and his/her spouse, (3) owned by his/her spouse, (4) held by him/her in the 401(k) Plan, or (5) held in custodial accounts or trust for him/her or for his/her spouse and/or children are counted for determining compliance with these guidelines. Unvested time-based RSUs and in-the-money value of vested options are NOT counted for determining compliance with these guidelines.

2020 SAY ON PAY VOTE

At our 2020 Annual Meeting, 98% of the votes cast were in favor of the compensation paid to our NEOs in 2019, up from 97% support at our 2019 Annual Meeting. This approval signaled strong shareholder support of the elements and amounts of compensation paid for both 2019 performance and the compensation opportunities established to reward long-term growth and performance.

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2020 NEO COMPENSATION FRAMEWORK

In early 2020, the Compensation Committee approved the following key components of the Company’s 2020 compensation program, taking into account the Company’s financial and strategic goals and performance expectations at that time:

Base Salaries. Consistent with the Compensation Committee’s philosophy that executive compensation should be more heavily weighted towards performance-based, at-risk compensation, the Compensation Committee did not change NEO base salaries for 2020 from year-end-2019 levels, except for Mr. Groves, whose base salary was increased from $200,000 to $240,000 effective January 1, 2020. The 2020 base salary for Mr. Petersen did not change in connection with his promotion to Interim President and Chief Executive Officer in April 2020.

2020 Annual Cash Incentive Program. Prior to the onset of the economic effects of the COVID-19 pandemic in the U.S., the Compensation Committee established the 2020 annual cash incentive program with the following performance thresholds for funding the program: (i) at least 2.0% growth in 2020 Same Park Cash NOI and (ii) at least 5.0% growth in Adjusted FAD. Actual payouts were set according to the following rubric: 50% based on Same Park Cash NOI growth; 30% based on achievement of individual business goals; and 20% on acquisitions and balance sheet management. The Same Park Cash NOI growth component (50% of target bonus opportunity) was further conditioned on actual performance against the Company’s Cash NOI growth budget for 2020, according to the following payout scale, which incentivizes our management team to exceed their budgeted goal: