DEF 14A of Vivmark Residential, Apr 16, 2024

DEF 14A of Vivmark Residential

Filed Apr 16, 2024 · FY20230000950170-24-044809

Open on EDGAR

  1. Trustees Nominated for Re-Election

    Trustees Nominated for Re-Election Set forth below are biographies of each of our trustees as of April 1, 2024, which include a discussion of the specific skills and expertise that led to the Board’s conclusion that such individual should serve as a trustee of the Company.

  2. Trustees Nominated for Re-Election

    | | David J. Neithercut, our Chairman since May 2023, served as Chief Executive Officer of the Company from January 2006 until his retirement in December 2018 and President of the Company from May 2005 to September 2018. He was Executive Vice President – Corporate Strategy of the Company from January 2004 to May 2005, and Executive Vice President and Chief Financial Officer of the Company from February 1995 to August 2004. Prior to joining Equity Residential, Mr. Neithercut served as Senior Vice President of Finance for Equity Group Investments. Mr. Neithercut serves as a trustee of Americold Realty Trust (NYSE: COLD), was formerly a director of General Growth Properties, Inc. (NYSE: GGP) and is a former member of the Advisory Board of Governors of the National Association of Real Estate Investment Trusts (“Nareit”) of which he served as Chairman in 2015. He is lead independent trustee of Public Storage (NYSE: PSA) and will conclude his service as a trustee of PSA effective May 7, 2024. Mr. Neithercut received Nareit’s 2018 Industry Leadership Award, honoring a real estate investment trust ("REIT") executive who has made a significant and lasting contribution to the growth and betterment of the industry, and was recognized by Columbia Business School as the 2018 Distinguished Real Estate Partner. Mr. Neithercut received an M.B.A. from the Columbia University Graduate School of Business. Qualifications  Recognized as a leading industry authority in real estate investments, operations and capital markets  Long and successful track record in various leadership roles at the Company and other organizations  Highly experienced in dealing with complex management, financial, risk assessment, business and governance issues | | David J. Neithercut Chairman | | | Age 68 | | | Trustee since 2006 | |

  3. Trustees Nominated for Re-Election

    | Equity Residential | 32 | 2024 Proxy Statement |

  4. Trustees Nominated for Re-Election

    | | Mark J. Parrell has been Chief Executive Officer of the Company since January 2019 and President of the Company since September 2018. Mr. Parrell served as Executive Vice President and Chief Financial Officer of the Company from October 2007 to September 2018. Mr. Parrell was Senior Vice President and Treasurer of the Company from August 2005 to October 2007 and has held various positions within the Company’s finance group since September 1999. He has served as an independent member of the Boards of Directors of the T. Rowe Price mutual funds since July 2023. Mr. Parrell is also active in several business and community service organizations, currently serving on the Board of Directors of the Real Estate Roundtable and is Treasurer and a member of the Executive Board of Governors of Nareit. He is a member of the Advisory Board for the Weiser Center for Real Estate at the University of Michigan, his alma mater, and is a member of the National Multifamily Housing Council (“NMHC”) and served as Chair of its Finance Committee in 2015-2016. Mr. Parrell also serves on the Board of Directors and is Chair of the Finance Committee of the Greater Chicago Food Depository. He is a former director of Brookdale Senior Living Inc. (NYSE: BKD), a leading operator of senior living communities throughout the United States, from April 2015 to July 2017, and served as a director of Aviv REIT, Inc. (NYSE: AVIV), a REIT that specialized in owning post-acute and long-term care skilled nursing facilities and other healthcare properties, from March 2013 until April 2015, when it merged with Omega Healthcare. Mr. Parrell received a B.B.A. from the University of Michigan and a J.D. from the Georgetown University Law Center. Qualifications  Uniquely qualified as the CEO of the Company  Extensive hands-on experience regarding capital markets, capital allocation and real estate finance and investment  Sophisticated expertise in transactional, operational and regulatory matters and substantial experience as a board member of public companies and mutual funds | | Mark J. Parrell President & CEO | | | Age 57 | | | Trustee since 2019 | |

  5. Trustees Nominated for Re-Election

    | Equity Residential | 33 | 2024 Proxy Statement |

  6. Trustees Nominated for Re-Election

    | | Angela M. Aman has served as Chief Executive Officer and a director of Kilroy Realty Corporation (NYSE: KRC), a REIT active in premier office, life science and mixed-use properties in the United States, since January 2024. From September 2023 to January 2024, she served as President, Chief Financial Officer and Treasurer and from May 2016 to September 2023, she served as Executive Vice President, Chief Financial Officer and Treasurer of Brixmor Property Group (NYSE: BRX), a REIT that owns and operates a national portfolio of open-air shopping centers. Prior to Brixmor, she held Chief Financial Officer roles at Starwood Retail Partners from 2015 to 2016 and Retail Properties of America, Inc. from 2011 to 2015. From 2005 to 2011, she was a member of the RREEF real estate securities team, serving as an analyst and later as a Portfolio Manager, and from 2001 to 2005, she was a member of the real estate investment banking group at Deutsche Bank Securities, Inc. Ms. Aman received a B.S. in Economics from the Wharton School, University of Pennsylvania. Qualifications  Extensive experience in real estate and public company matters, including as an equity investor  Executive leadership experience and expertise in financial, governance, information technology and strategic issues facing large real estate companies  Audit committee financial expert, based on experience as a CFO | | Angela M. Aman | | | Age 44 | | | Trustee since 2020 | | | Independent | | | Committees  Audit (Chair) | |

  7. Trustees Nominated for Re-Election

    | | Linda Walker Bynoe has been President and Chief Executive Officer of Telemat Limited LLC (formerly, Telemat Ltd.), a management consulting firm, since 1995 and served as its Chief Operating Officer from 1989 through 1994. Ms. Bynoe served as a Vice President – Capital Markets for Morgan Stanley from 1985 to 1989, joining the firm in 1978. Ms. Bynoe serves as a director of Northern Trust Corporation (NASDAQ: NTRS) and PGIM Funds (formerly, Prudential Retail Mutual Funds). She is a former trustee of Simon Property Group, Inc. (NYSE: SPG) and served as a director of Anixter International, Inc. until its sale to WESCO International, Inc. in June 2020. Ms. Bynoe received an M.B.A. from Harvard Business School. Qualifications  Extensive business and governance experience as a director of financial services, real estate and other complex companies  Diverse consulting and investment experience in various industries  Audit committee financial expert, based on her expertise in accounting and financial risk management, as well as experience on other public company audit committees | | Linda Walker Bynoe | | | Age 71 | | | Trustee since 2009 | | | Independent | | | Committees  Governance (Chair)  Audit | |

  8. Trustees Nominated for Re-Election

    | Equity Residential | 34 | 2024 Proxy Statement |

  9. Trustees Nominated for Re-Election

    | Mary Kay Haben | Mary Kay Haben served as the President-North America for the Wm. Wrigley Jr. Company, a leading confectionary company, until her retirement in February 2011. At Wrigley, Ms. Haben drove growth through new product and packaging innovation, as well as marketing efforts in emerging digital media. Prior to joining Wrigley in 2007, Ms. Haben held various executive positions during her 27-year career at Kraft Foods Inc. These included leading significant business divisions and functions for Kraft, driving bottom line growth through marketing innovation and brand positioning efforts, as well as acquisitions and productivity initiatives. She serves as a director of The Hershey Company (NYSE: HSY) and Grocery Outlet (NASDAQ: GO), is Chair of the University of Michigan Alumni Association and formerly served as a director of Bob Evans Farms, Inc. (NASDAQ: BOBE) until its sale in January 2018. She was named to the 2020 National Association of Corporate Directors Directorship 100™, which honors the most influential boardroom leaders each year. Ms. Haben received an M.B.A. from the University of Michigan Ross School of Business. Qualifications  Substantial governance expertise with deep corporate and board experience  Proven track record in delivering value to shareholders and consumers through brand building, innovation and implementation of business strategies in various markets and media platforms  Valuable marketing perspective as the Company continues to focus on ways to engage with current and future residents | | Age 67 | | | Trustee since 2011 | | | Independent | | | Committees  Compensation (Chair)  Governance | |

  10. Trustees Nominated for Re-Election

    | Ann C. Hoff | Ann C. Hoff has served as President and Chief Operating Officer of Bellagio and Park MGM at MGM Resorts International (NYSE: MGM), a global gaming and entertainment company, since December 2020, where she oversees all aspects of operations for two casino resort destinations. From April 2020 to December 2020, she served as Chief Marketing Officer at MGM, where she was responsible for overseeing the company's brand, public relations, creative, sales, guest experience and direct marketing efforts. From March 2019 to April 2020, Ms. Hoff served as President and Chief Operating Officer of Portfolio Properties at MGM, where she led strategic direction and worked closely with the Presidents/COOs of The Mirage, New York-New York, Luxor, Excalibur, as well as the Retail and Hotel Centers of Excellence for the entire enterprise, and has held various operating and marketing positions at MGM since joining the organization in 1990. She is involved in numerous professional and charitable organizations, currently serving on the Board of Trustees at Southern Hills Hospital, the Board of Directors of the Las Vegas Convention and Visitors Authority, including its audit and compensation committees, and the Advisory Board of the UNLV William F. Harrah College of Hospitality. Ms. Hoff received a B.S. in Hotel and Restaurant Management from the University of Nevada, Las Vegas ("UNLV"). Qualifications  Extensive management and operational experience in hospitality and customer service  Valuable insight into brand management and exceeding consumer expectations  Substantial executive and leadership experience as a result of her roles as President and COO at large organizations | | Age 57 | | | Trustee since 2024 | | | Independent | | | Committees  Audit | |

  11. Trustees Nominated for Re-Election

    | Equity Residential | 35 | 2024 Proxy Statement |

  12. Trustees Nominated for Re-Election

    | | Tahsinul Zia Huque served as the President and Chief Executive Officer of Deutsche Bank Securities Inc., the U.S. Broker Dealer of Deutsche Bank, from May 2018 until his departure from Wall Street in mid-2019. At Deutsche Bank, Mr. Huque was Head of Equities, Fixed Income & Currencies for the Americas from February 2016 until May 2018 and Global Co-Chief Operating Officer of Corporate Banking and Securities from March 2012 until February 2016. During Mr. Huque’s 30-year finance career on Wall Street, he held multiple executive positions in the United States and abroad while leading investment banking and sales and trading functions spanning many industries, products and clients. Also during his career, he was closely involved in creating the structure for public REITs to access the unsecured debt market. Mr. Huque received his B.A. in Economics and in Political Science from Williams College. He is currently a private investor and served as a director of Energy Vault (NYSE: NRGV) until March 2024. He also is a general partner of Prime Movers Lab, a venture capital fund focused on scientific and engineering innovations in technology, and serves on various private company boards in connection therewith. Qualifications  Proven leader of large, complex, high performing and competitive organizations  Extensive global finance and innovation experience at an executive leadership position across multiple markets, clients, products, technologies and risk parameters  Deep technical regulatory experience as CEO or COO of international investment banking organizations with multijurisdictional regulatory requirements | | Tahsinul Zia Huque | | | Age 56 | | | Trustee since 2019 | | | Independent | | | Committees  Compensation  Governance | |

  13. Trustees Nominated for Re-Election

    | Nina P. Jones | Nina P. Jones has over 15 years of real estate investing experience at T. Rowe Price, a global investment manager with over $1 trillion in assets under management. She most recently served as Vice President, Portfolio Manager, of the T. Rowe Price U.S. Real Estate Equity Strategy until her retirement in December 2023. Ms. Jones also served as global team leader for real estate at T. Rowe Price, including as portfolio manager of the Global Real Estate Equity Strategy. She was an Investment Advisory Committee member of the Mid-Cap Value, Institutional Large-Cap Value, Global Growth, Global Stock and Financial Services strategies. Prior to T. Rowe, Ms. Jones worked as a Senior Associate in Audit and Risk Advisory for KPMG, earning the CPA designation. She currently serves as a director of Simon Property Group (NYSE: SPG). Ms. Jones received a B.S. in Accounting and Finance from the University of Maryland and an M.B.A. from the Columbia University Graduate School of Business. Qualifications  Extensive experience analyzing and investing in real estate companies  Deep engagement with management and boards regarding industry and company-specific risks, proxy voting and corporate responsibility concerns  Audit committee financial expert, based on accounting and finance background | | Age 44 | | | Trustee since 2024 | | | Independent | | | Committees  Audit  Governance | |

  14. Trustees Nominated for Re-Election

    | Equity Residential | 36 | 2024 Proxy Statement |

  15. Trustees Nominated for Re-Election

    | John E. Neal | John E. Neal has over 30 years of experience in executive positions in the financial services and banking industries with a primary focus on real estate finance, including leading the real estate lending and corporate banking businesses at Bank One Corporation, Kemper Financial Services and Continental Bank. He retired as a partner of Linden LLC, a private equity firm, in October 2018. Mr. Neal serves as a trustee of the Calamos Mutual Funds and also serves on the boards of private companies in a wide array of industries. He received an M.B.A. from Harvard Business School. Qualifications  Deep executive and management leadership and governance experience in the real estate lending industry, during various and challenging business cycles  Provides the Company with valuable insight into capital markets and trends  Audit committee financial expert, based on banking and financial background | | Age 74 | | | Trustee since 2006 | | | Independent | | | Committees  Audit | |

  16. Trustees Nominated for Re-Election

    | Equity Residential | 37 | 2024 Proxy Statement |

  17. Trustees Nominated for Re-Election

    | | Mark S. Shapiro has served as President of leading sports and entertainment company Endeavor (NYSE: EDR) since December 2018 and as Chief Operating Officer since April 2023 and previously served as co-president of the company’s IMG and WME subsidiaries from November 2016 to December 2018. He served as Chief Content Officer from September 2014 to November 2016. Prior to joining IMG in 2014, he held various executive positions, including Chief Executive Officer, at Dick Clark Productions, an independent producer of television programming, from May 2010 to September 2014. Mr. Shapiro was the Chief Executive Officer and a director of Six Flags, Inc., the world’s largest regional theme park company, from December 2005 through May 2010. Prior to joining Six Flags, Inc., Mr. Shapiro spent 12 years at ESPN, Inc., where he ultimately served as Executive Vice President, Programming and Production and had significant responsibility in building the strength of the network’s brand which garnered numerous Emmy and Peabody awards. Mr. Shapiro has also served as President, Chief Operating Officer and a director of TKO Group Holdings, Inc. (NYSE: TKO), a premium sports and entertainment company which operates leading premium sports and entertainment brands and is majority owned by Endeavor, since September 2023. He serves as Chairman of the Board of Captivate Network, a private company. Additionally, Mr. Shapiro serves on the Board of Directors of The Shaquille O'Neal Foundation. He is a former director of the Tribune Company, Frontier Communications Corporation (NASDAQ: FTR), Papa John’s International, Inc. (NASDAQ: PZZA), Live Nation Entertainment, Inc. (NYSE: LYV) and Bright Lights Acquisition Corp. (NASDAQ: BLTS). Qualifications  Business and governance acumen as a CEO, president and board member of large and complex organizations  Provider of unique and critical insights and innovation in media, technology, public relations, marketing, consumer and branding strategies  Insights into organizational transformation to deal with diverse economic and market-based challenges | | Mark S. Shapiro | | | Age 54 | | | Trustee since 2010 | | | Independent | | | Committees  Compensation  Governance | |

  18. Trustees Nominated for Re-Election

    | Equity Residential | 38 | 2024 Proxy Statement |

  19. Trustees Nominated for Re-Election

    | Stephen E. Sterrett Lead Trustee | Stephen E. Sterrett, our Lead Trustee since 2020, served as the Senior Executive Vice President and Chief Financial Officer of Simon Property Group, Inc. (NYSE: SPG), an owner of shopping, dining, entertainment and mixed-use destinations, one of the largest REITs in the world by equity market capitalization and a S&P 100 company, until his retirement in December 2014. He spent more than 26 years in various positions at Simon and its predecessor companies and had served as the company’s Chief Financial Officer since 2000. Prior to joining Simon, Mr. Sterrett was a Senior Manager at the international firm of Price Waterhouse. Mr. Sterrett serves as chairman of Berry Global Group, Inc. (NYSE: BERY) and is a former director of Realty Income Corporation (NYSE: O). Mr. Sterrett also serves on the Board of Trustees of Butler University and of the FirstTee. Mr. Sterrett received an M.B.A. from Indiana University. Qualifications  Extraordinarily equipped with wide-ranging knowledge in real estate and public company matters  Executive leadership experience and expertise in financial, risk assessment, operational, governance and strategic issues facing large real estate companies  Audit committee financial expert, based on prior experience as a CFO | | Age 68 | | | Trustee since 2015 | | | Independent | | | Committees  Audit  Compensation | |

  20. Trustees Nominated for Re-Election

    | Equity Residential | 39 | 2024 Proxy Statement |

  21. In Memoriam

    In Memoriam Samuel Zell, our founder and the Company’s Chairman since our initial public offering in 1993, passed away in May 2023 and is greatly missed. Mr. Zell was an iconic figure in real estate and the global business community who helped found the modern REIT industry, democratizing publicly traded real estate companies. He was also a generous philanthropist and incredible mentor to our management team and Board of Trustees.

  22. In Memoriam

    | | Samuel Zell was Chairman of Equity Group Investments, the private entrepreneurial investment firm he founded in the 1960s. He was also the founder of Equity International, a private investment firm focused on real estate-related companies outside the U.S. He also served as chairman of Equity Commonwealth (NYSE: EQC), an office REIT, and Equity LifeStyle Properties, Inc. (NYSE: ELS), a manufactured home community and resort REIT. Mr. Zell also served as chairman of Anixter International, Inc. until its sale to WESCO International, Inc. in June 2020, as chairman of Covanta Holding Corporation until its sale to EQT Infrastructure in November 2021 and as chairman of Equity Distribution Acquisition Corp. until 2022. Previously, Mr. Zell served as chairman of Equity Office Properties Trust, which was sold in February 2007 for $39 billion in the largest ever private equity transaction at the time. Mr. Zell was an active philanthropist with a focus on entrepreneurship education. Through the Zell Family Foundation, he led the sponsorship of several leading entrepreneurship programs, including: the Zell/Lurie Institute for Entrepreneurial Studies at University of Michigan’s Ross School of Business; the Zell Fellows Program at Northwestern University’s Kellogg School of Management; and the Zell Entrepreneurship Program at Reichman University in Israel. The Zell Global Entrepreneur Network (ZGEN) unites the students and alumni of these programs, providing connections, opportunities, mentorship and support. Mr. Zell also sponsored the Samuel Zell and Robert Lurie Real Estate Center at University of Pennsylvania’s Wharton School. Mr. Zell received a J.D. from the University of Michigan Law School and a B.A. from the University of Michigan. | | Samuel Zell | |

  23. In Memoriam

    | Equity Residential | 40 | 2024 Proxy Statement |

  24. Biographical Information of Executives

    Biographical Information of Executives Set forth below are biographies of each of our executives as of April 1, 2024. See “Biographical Information and Qualifications of Trustees” above for the biography of the Company’s Chief Executive Officer, Mark J. Parrell.

  25. Biographical Information of Executives

    | | Barry S. Altshuler, 65, has been Executive Vice President – Investments of the Company since February 2015. Mr. Altshuler served as the Company’s Senior Vice President – Investments from January 2007 to January 2015, as Vice President of Acquisitions from April 2002 to December 2006 and as Vice President of Asset Management from January 1998 to March 2002. Mr. Altshuler serves on the Executive Committee of the Real Estate Board of New York and the University of Florida Real Estate Advisory Board and is a member of NMHC and ULI. Mr. Altshuler served as President of the California Apartment Association from January 2019 to January 2022. | | | Alexander Brackenridge, 60, has been Executive Vice President and Chief Investment Officer of the Company since September 2020. Mr. Brackenridge served as Executive Vice President – Investments of the Company from February 2015 until August 2020 and as Senior Vice President – Investments from May 2002 to January 2015 and has held various investments and asset management positions within the Company since 1993. Mr. Brackenridge is a member of NMHC and ULI. Mr. Brackenridge received an M.B.A. from Yale University. | | | Catherine M. Carraway, 63, has been Executive Vice President and Chief Human Resources Officer of the Company since April 2021. Ms. Carraway served as Executive Vice President – Human Resources of the Company from January 2021 to March 2021 and Senior Vice President – Human Resources from January 2015 to January 2021 and has held various positions within the Company’s human resources department since March 2001. Ms. Carraway is Co-Chair of the All Stars-Chicago Board of Directors and is a member of the Board of Directors of Connections for Abused Women and their Children. |

  26. Biographical Information of Executives

    | Equity Residential | 41 | 2024 Proxy Statement |

  27. Biographical Information of Executives

    | | Scott J. Fenster, 48, has been Executive Vice President, General Counsel and Corporate Secretary of the Company since January 2018. Mr. Fenster served as the Company’s Senior Vice President – Legal from January 2013 until December 2017 and has held various positions within the Company’s legal department since September 2003. Mr. Fenster is a member of the Nareit Corporate Governance Council and received a J.D. from the University of Michigan Law School. | | | Robert A. Garechana, 45, has been Executive Vice President and Chief Financial Officer of the Company since September 2018. Mr. Garechana served as Senior Vice President of the Company from December 2012 to September 2018 and Treasurer of the Company from January 2008 to September 2018 and has held various positions within the Company’s finance group since November 2004. Mr. Garechana is a member of the Nareit CFO Council and serves on the Board of Directors of Upwardly Global, a non-profit organization where he serves as Chair of its Finance Committee. Mr. Garechana received a B.B.A. from The University of Texas at Austin. | | | Michael L. Manelis, 55, has been Executive Vice President and Chief Operating Officer of the Company since July 2018. Mr. Manelis served as Executive Vice President – Property Operations of the Company from January 2017 to June 2018, as Senior Vice President of Operations and Information Technology from May 2012 to December 2016 and as Senior Vice President – Property Operations from August 2005 to May 2012 and has held various positions within the Company’s operations group since 1999. |

  28. Biographical Information of Executives

    | Equity Residential | 42 | 2024 Proxy Statement |

  29. COMPENSATION DISCUSSION AND ANALYSIS

    | What We Do |  Do engage an independent compensation consultant to advise the Compensation Committee, which is comprised solely of independent trustees  Do have a strong pay for performance compensation philosophy with 91% of Chief Executive Officer pay and an average of 83% of other NEO pay tied solely to performance  Do require our Annual Incentive Plan to be primarily subject to objective performance metrics that align with the Company’s business strategy and the long-term interests of our shareholders  Do enhance executive retention with time-based, multi-year vesting schedules for equity incentive awards  Do align the long-term interests of our executives with those of our shareholders by awarding a significant percentage of compensation in the form of Long-Term Incentive Plan Awards, which are subject to quantitative performance metrics with three-year forward-looking performance periods  Do have meaningful share ownership guidelines for our executives and trustees  Do have a clawback policy for incentive-based executive compensation  Do have double-trigger vesting provisions in the event of a change in control under the 2019 Share Plan  Do include corporate responsibility-related goals in determining executive compensation |

  30. COMPENSATION DISCUSSION AND ANALYSIS

    | What We Don’t Do | X No employment agreements with any of our executives X No compensation incentives that encourage excessive risk taking X No repricing of Option Awards allowed X No hedging of Company shares allowed X No pledging of Company shares allowed by executives or trustees X No excise tax gross-ups in any new change in control agreements X No excessive perks to our executives |

  31. Annual Incentive Plan

    Annual Incentive Plan The second component of the program in 2023 was an Annual Incentive Plan, which allowed the executive to earn from 0% to 200% of target annual incentive by performance against pre-defined and pre-weighted annual goals (75% of which were objective measurable metrics for Mr. Parrell and 65% of which were objective measurable metrics for the other executives) established by the Compensation Committee. The goals were comprised of Corporate Goals, which were shared by all executives, and business unit goals (“Business Unit Goals”) for all executives other than Mr. Parrell, which were unique to each executive. These goals were generally pre-established, with all Corporate Goals and many Business Unit Goals measured objectively. Individual Goals for each executive were pre-established by Mr. Parrell and approved by the Compensation Committee. Individual Goals were assessed subjectively and were intended to move the Company and/or business unit forward in terms of organizational structure, improve on such practices as collaboration among business units and enterprise-wide innovative thinking, provide for appropriate leadership and succession management or otherwise address developmental needs of individuals or groups within the organization. The Annual Incentive Plan rewarded achievement of these goals based on the Compensation Committee’s quantitative and qualitative assessment of the executives’ contributions to that performance. Performance against each goal was assessed against Threshold, Target and Maximum performance levels, equating to payouts at 50%, 100% and 200%, respectively, and each goal was assigned a weighting relative to the other annual goals. Results between Threshold and Target or between Target and Maximum were based on interpolation. Performance below Threshold would have earned 0%, and performance that exceeded the Maximum would be capped at the Maximum level. The total annual incentive earned by an executive was the sum of the weighted annual incentive amounts earned with respect to each goal. To further encourage executive retention and align the interests of our executives with our shareholders, more than half of the annual incentive earned was paid in “Performance Equity Grants” comprised of Share Awards and/or Option Awards. These Share Awards cliff vest, in full, on the three-year anniversary of the grant date, and Option Awards vest ratably over three years, all subject to continuous employment and retirement provisions.

  32. Annual Incentive Plan

    | Equity Residential | 46 | 2024 Proxy Statement |

  33. Annual Incentive Plan

    The remaining portion of the annual incentive earned was paid in cash (the “Performance Bonus”) and/or, at the executive’s option, in the form of immediately vested restricted units or Option Awards.

  34. Annual Incentive Plan

    | 2023 Annual Incentive Plan Performance Goals | | | | | CEO | Other NEOs | | Corporate Goals | | | | • Annual Growth in Same Store Net Operating Income | 25% | 20% | | • Normalized Funds from Operations per Share | 25% | 20% | | • Environmental, Social and Governance | 15% | 15% | | • Normalized G&A and Property Management Costs | 10% | 10% | | Business Unit Goals | 0% | 25% | | Individual Goals | 25% | 10% | | Total: | 100% | 100% |

  35. Annual Incentive Plan

    | Equity Residential | 47 | 2024 Proxy Statement |

  36. Long-Term Incentive Plan

    Long-Term Incentive Plan The third component of the program in 2023 was the Long-Term Incentive Plan (“LTI Plan”), which allows the executive to earn from 0% to 200% of a target number of Share Awards, as determined by the Company’s relative Total Shareholder Return (“TSR”) and achievement of Net Debt to Normalized EBITDAre (defined below) and Normalized Funds From Operations (“Normalized FFO”) per share over a forward-looking three-year performance period compared to pre-established quantitative performance metrics. The LTI Plan aligns the interests of our executives directly with the interests of our shareholders. We refer to such awards subject to settlement under the LTI Plan as “LTI Awards.” LTI Awards cliff vest, in full, following the three-year anniversary of the grant date, after determination of performance by the Compensation Committee and subject to continuous employment and retirement provisions. The LTI Awards were granted to executives in January 2023, at the target dollar amounts shown on page 50, covering the three-year performance period from January 1, 2023 through December 31, 2025, with the following pre-established quantitative performance metrics and potential payout levels:

  37. Long-Term Incentive Plan

    | | | Performance Level (1) | | | | % of Award | Metric | Threshold | Target | Maximum | | 35.0% | Performance of Company relative to weighted average TSR of companies in the FTSE Nareit Equity Apartments Index (“Nareit Apartment Index”) (2) | (400) bps | 0 bps | 400 bps | | 20.0% | Performance of Company relative to weighted average TSR of companies in the FTSE Nareit Equity REIT Index (“Nareit Equity Index”) (2) | (500) bps | 0 bps | 500 bps | | 22.5% | Net Debt to Normalized EBITDAre (3) | 6.00x | 4.80x to 5.20x | 4.00x | | 22.5% | Normalized FFO per share (4) | $3.70 | $3.74-$3.76 | $3.83 |

  38. Long-Term Incentive Plan

    (1) Performance results with respect to each metric at Threshold, Target and Maximum equate to payouts of 50%, 100% and 200%, respectively. Results between Threshold and Target or between Target and Maximum are based on interpolation. Performance below Threshold earns 0% and above Maximum is capped at the Maximum level. (2) TSR performance relative to the companies that comprise the Nareit Apartment Index and Nareit Equity Index is measured using the weighted index basis points approach, which measures Company performance using the number of basis points above or below the weighted average of the respective index. The Company's TSR represents the compounded annual return of an investment in common shares of the Company over the performance period, with the beginning share price being the average of the last 20 trading days prior to the beginning of the performance period and the ending share price being the average of the last 20 trading days of the performance period. The TSR of each of the companies comprising the Nareit Apartment Index and Nareit Equity Index over the performance period is calculated generally using the same methodology as that used for the calculation of the Company’s TSR. (3) Generally, Threshold performance on the Net Debt to Normalized EBITDAre metric will not be less than the highest end of the range set forth in the Company’s most recent leverage policy approved by the Board. “Net Debt” means the Company’s total debt less cash and cash equivalents and mortgage principal reserves/sinking funds as calculated in the Company’s quarterly earnings release. “Normalized EBITDAre” means the Company’s “Normalized Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate” as defined in the Company’s most recent quarterly earnings release at any given time. The achievement of this metric will be determined on a quarterly basis, and the average of the twelve quarters of each computation in the Company’s quarterly earnings releases will be used in the final determination of the LTI Award. No later than March 31 of each calendar year in the performance period, the Compensation Committee will establish the Threshold, Target and Maximum performance level metrics for such calendar year. The Threshold, Target and Maximum Normalized FFO per share performance level metrics for 2023 were established by the Compensation Committee in March 2023. The midpoint of the Target range was equal to the midpoint of the Company’s range for

  39. Long-Term Incentive Plan

    | Equity Residential | 48 | 2024 Proxy Statement |

  40. Long-Term Incentive Plan

    Normalized FFO per share expectations for the year, as announced on February 9, 2023 as part of the Company’s public earnings release. See page 55 for more information on Normalized FFO per share and its significance to the Company. The achievement of this metric will be determined on an annual basis and the average of the three years will be used in the final determination of the LTI Award. The Compensation Committee, as promptly as practicable following the conclusion of the performance period, shall determine the resulting settlement, if any, of LTI Awards compared against the performance metrics established for the period. If a Change in Control (as defined in the “Change in Control/Severance Agreements” section below) occurs at any time prior to the end of the performance period, the award shall be valued as though the performance period had ended on the date of the Change in Control. Executives participating in the LTI Plan elect prior to the start of the performance period to settle the LTI Award in restricted shares and/or restricted units. With respect to an award that will be settled in the form of restricted shares, the Company does not pay the grantee any dividends on such shares during the performance period. Once the number of restricted shares to be issued, if any, has been determined, the Company will make a cash payment to the grantee in an amount equal to all dividends that would have been paid on those restricted shares had they been outstanding and entitled to dividends during the performance period. For income tax reasons, grantees of awards that will be settled in the form of restricted units: (i) will be issued restricted units at the time of grant at the maximum amount but such units will be subject to forfeiture (other than the hereinafter described partial distributions paid thereon, which are not subject to forfeiture) at the end of the performance period depending on actual performance and (ii) will be paid a distribution in the amount of 10% of any distributions paid on OP Units during the performance period. Once the final resulting number of restricted units, if any, has been determined, the Operating Partnership will make a cash payment to the grantee in an amount equal to all distributions that would have been paid on those restricted units had they been outstanding and entitled to distributions during the performance period, less any previously paid partial distributions.

  41. Target Compensation

    | | | Annual Incentive Plan | | LTI Plan | | | | Annual Salary | Performance Bonus (1) | Performance Equity Grants (1)(2) | LTI Awards (1)(3) | Total Target Compensation | | M. Parrell | $900,000 | $2,025,000 | $2,250,000 | $5,175,000 | $10,350,000 | | R. Garechana | 600,000 | 900,000 | 1,140,000 | 1,110,000 | 3,750,000 | | M. Manelis | 660,000 | 990,000 | 1,320,000 | 1,320,000 | 4,290,000 | | A. Brackenridge | 600,000 | 900,000 | 1,140,000 | 1,110,000 | 3,750,000 | | S. Fenster | 525,000 | 630,000 | 656,250 | 551,250 | 2,362,500 |

  42. Annual Incentive Plan – Corporate Goal Results

    Annual Incentive Plan – Corporate Goal Results

  43. Annual Incentive Plan – Corporate Goal Results

    | Corporate Goal #1: Annual Growth in Same Store Net Operating Income | | | | | | Threshold – 50% 4.75% | Target – 100% 5.25%-5.75% | Maximum – 200% 6.50% | 2023 Results 6.20% | % of Target Achieved 160.00% | | Why is this metric important? The Company’s primary financial measure for evaluating the operating performance of its apartment properties is NOI, which represents rental income less direct property operating expenses (including real estate taxes and insurance). The Company believes that NOI is helpful to investors as a supplemental measure of its operating performance because it is a direct measure of the actual operating results of the Company’s apartment properties. Comparing NOI on a “same store” basis (i.e., looking at the exact same set of stabilized apartment properties over the periods being compared) helps investors compare the Company’s operating results to the marketplace. Target: The 2023 Target for Corporate Goal #1 was for the Company to achieve 2023-over-2022 Same Store NOI growth of 5.25%-5.75%. The midpoint of the Target range was equal to the midpoint of the Company’s range for Same Store NOI growth expectations for the year, as announced on February 9, 2023 as part of the Company’s public earnings release. Performance: Actual year-over-year Same Store NOI growth in 2023 was 6.20%, resulting in an achievement of 160.00% of Target. High demand for our apartments, excellent expense controls even in an inflationary climate, rental rate gains and resident retention were major contributors to the Company’s outperformance on this metric. | | | | |

  44. Annual Incentive Plan – Corporate Goal Results

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  45. Annual Incentive Plan – Corporate Goal Results

    | Corporate Goal #2: Normalized Funds from Operations per Share | | | | | | Threshold – 50% $3.70 | Target – 100% $3.74-$3.76 | Maximum – 200% $3.83 | 2023 Results $3.78 | % of Target Achieved 128.57% | | Why is this metric important? FFO is widely acknowledged by the REIT industry as being a helpful measure of the operating performance of a real estate company, because it excludes depreciation and gains or losses relating to sales of depreciated real estate. The Company uses “Normalized FFO,” which further excludes other items that by their nature are not comparable from period to period and tend to obscure actual operating results, as a method to compare the operating performance of the Company over a given time period to that of other companies and other time periods in a consistent manner. Target: The 2023 Target for Corporate Goal #2 was for the Company to achieve Normalized FFO of $3.74-$3.76 per share. The midpoint of the Target range was equal to the midpoint of the Company’s range for Normalized FFO per share expectations for the year, as announced on February 9, 2023 as part of the Company’s public earnings release. Performance: Actual Normalized FFO for 2023 was $3.78 per share, resulting in an achievement of 128.57% of Target. The Company’s generation of $3.78 in Normalized FFO per share outperformed the Target primarily as a result of the higher than expected Same Store NOI growth described above. | | | | |

  46. Annual Incentive Plan – Corporate Goal Results

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  47. Annual Incentive Plan – Corporate Goal Results

    | Corporate Goal #3: Environmental, Social and Governance | | | | | | Threshold – 50% | Target – 100% | Maximum – 200% | 2023 Results | % of Target Achieved | | 10 points | 16 points | 22 points | 13 points | 75.00% | | Why is this metric important? Consistent with the Company’s purpose and commitment to the incorporation of corporate responsibility concepts in all aspects of the Company’s business, this goal includes objective performance factors across the environmental, social and governance spectrum. Performance Levels: The 2023 Target for Corporate Goal #3 was for the Company to achieve 16 points across eight different objective, predetermined factors. Each factor comprising the environmental, social and governance components was assigned a score of 1 (did not achieve target), 2 (achieved target) or 3 (exceeded target) and were added together to produce an overall score for Corporate Goal #3. The environmental component consisted of publishing an annual Environmental, Social and Governance Report pursuant to GRI, SASB and TCFD reporting standards; achieving a GRESB rating of four stars or higher; and achieving a score of 55 on our S&P CSA. The social component consisted of achieving a score of 85% or higher on D&I survey questions measuring employee perception of the Company’s commitment and accountability with respect to D&I; achieving a score on employee engagement through an annual third-party anonymous survey of our workforce comparable to the 75th percentile of Qualtrics', our survey vendor's, book of business; and attaining a strong Customer Loyalty Score ("CLS") of 40. The governance component consisted of achieving at least 90% manager compliance on employee Code of Ethics training; and achieving at least 94% manager compliance on employee anti-harassment training. Performance: Actual scoring in 2023 was 13 points overall, resulting in an achievement of 75.00%. The environmental component received a score of 5 points (1 below target) as a result of our S&P CSA score being 54, a score that was below our ambitious target yet still placed us in the 92nd percentile. The social component received a score of 3 points (3 below target). Despite being below our targets, our D&I score of 84% placed us in Qualtrics' book of business top quartile, and our engagement score, while below Qualtrics' 75th percentile, was above the median score for Qualtrics' book of business. Our CLS underperformed in relation to our target as a result of a rising rent environment, continuing quality of life issues in certain of our urban markets and resolving issues in connection with the deployment of new systems and processes on-site. The governance component received a score of 5 points (1 above target) as a result of a strong compliance push, achieving over 99% compliance with Code of Ethics training and 94% compliance with anti-harassment training. | | | | |

  48. Annual Incentive Plan – Corporate Goal Results

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  49. Annual Incentive Plan – Corporate Goal Results

    | Corporate Goal #4: Normalized G&A and Property Management Costs | | | | | | Threshold – 50% $178.6M | Target – 100% $175.1M | Maximum – 200% $169.8M | 2023 Results $176.3M | % of Target Achieved 82.86% | | Why is this metric important? The Company believes that looking at general and administrative (“G&A”) and property management costs enables investors to analyze the efficiency of the Company’s stewardship of its capital. This metric, which the Company normalizes to exclude certain non-comparable or duplicative charges (such as costs relating to accounting rule changes), includes the personnel and other overhead costs incurred by the Company to generally manage its operations, investments, finance and legal activities. The Company monitors this metric carefully as it is a measure of efficiency in managing its business. Target: The ultimate 2023 Target for Corporate Goal #4 was for the Company to limit its normalized G&A and property management costs to $175.1 million. Adjustments: The Compensation Committee originally set the Threshold at $181.5 million, the Target at $178 million and the Maximum at $172.7 million for Corporate Goal #4 in March 2023. During the course of the year, the Compensation Committee determined to reduce the performance levels to those set forth above (i.e., make the goal more difficult to attain) in order to exclude items originally budgeted that became non-recurring or inapplicable, such as the portion of former Chairman Samuel Zell's 2023 LTI Award that was forfeited due to his unexpected passing. Performance: Actual G&A and property management costs totaled $176.3 million, resulting in an achievement of 82.86% of Target. The Company's incurrence of $176.3 million in G&A and property management costs underperformed the Target primarily as a result of continued wage pressure at our corporate offices and information technology, including cybersecurity, spending. | | | | |

  50. Annual Incentive Plan – Corporate Goal Results

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  51. Annual Incentive Plan – Performance of the Chief Executive Officer

    Annual Incentive Plan – Performance of the Chief Executive Officer To determine the amounts of Mr. Parrell’s 2023 Performance Bonus and Performance Equity Grant, the Compensation Committee calculated results on the Corporate Goals, as delineated above, and assigned a score to his Individual Goals. The independent trustees of the Board then approved such calculations, scores and overall compensation. Mr. Parrell’s Individual Goals for 2023, which were assigned by the Compensation Committee, included capital allocation, innovation and technology initiatives, investor perception and understanding, implementation of a comprehensive corporate responsibility strategy for the Company and other Equity Values initiatives, succession planning across the organization, as well as impacting political and regulatory matters important to the Company. In reviewing Mr. Parrell’s performance on his Individual Goals, the Compensation Committee noted the following accomplishments: • Steering the Company's capital allocation strategy of investing in our expansion markets and reducing exposure to older or lower returning assets in selected established markets, resulting in acquisitions of approximately $366.3 million of operating properties that were on average one year old with a weighted average Acquisition Cap Rate of 5.5% and dispositions of approximately $379.9 million of operating properties that were on average 30 years old at a weighted average Disposition Yield of 5.5%, which the Company believes improved portfolio quality and long-term returns and did so with no Normalized FFO dilution. The assets sold generated an Unlevered IRR of 11.4%; • Also as part of the Company's capital allocation strategy, (i) increasing the Company's renovation activities and sustainability and property-level technology spend, 40% of which was NOI-Enhancing; and (ii) executing the Company's first share buyback in over a decade, which was funded from dispositions and accretive to shareholders on a Normalized FFO basis; • The Company’s 6.2% growth in Same Store NOI year-over-year, reaching the higher end of the Company's original guidance notwithstanding volatility in some of our West Coast markets that created challenging conditions for guidance determinations; • Leading the advancement of the Company's innovation and technology capabilities through the further development of a data and analytics team and cultivating an innovative mindset at the Company; • The Company receiving a score of 54 on the S&P CSA, placing it in the 92nd percentile; • Rolling out a comprehensive supplier diversity program that seeks to provide opportunities to a broader set of vendors; • Achieving a score of 84% on D&I survey questions measuring employee perception of the Company’s commitment and accountability with respect to D&I, placing in Qualtrics' book of business top quartile and the highest score achieved to date; and • Increased visibility through membership in NMHC and leadership positions on the Nareit and Real Estate Roundtable Executive Boards as he effectively advocated with industry groups and policymakers on key political issues for the Company and the industry, such as affordable housing and rent control measures. As a result of the Company’s performance and Mr. Parrell’s contributions in 2023, he received a score of 122.24% of target on the Corporate Goals and a score of 90.00% of target on his Individual Goals, resulting in an overall weighted achievement of 114.18% of target on his Performance Bonus and his Performance Equity Grant.

  52. Annual Incentive Plan – Performance of the Chief Executive Officer

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  53. Annual Incentive Plan – Performance of the Other NEOs

    Annual Incentive Plan – Performance of the Other NEOs To determine the amounts of the Performance Bonus and Performance Equity Grant for the other NEOs, the Compensation Committee calculated results on the Corporate Goals, and Mr. Parrell, in consultation with the Compensation Committee, assessed each executive’s performance on his Business Unit Goals and Individual Goals for the year and then assigned scores to such goals.

  54. Annual Incentive Plan – Actual Performance Bonuses and Performance Equity Grants

    Annual Incentive Plan – Actual Performance Bonuses and Performance Equity Grants The following table sets forth the target Performance Bonus and target Performance Equity Grants established in December 2022 and the actual awards granted in February 2024 with respect to performance under the Annual Incentive Plan in 2023 for each of the NEOs.

  55. Annual Incentive Plan – Actual Performance Bonuses and Performance Equity Grants

    | | Performance Bonus | | | Performance Equity Grant | | | | | Target Performance Bonus | % of Target Achieved | Actual Performance Bonus | Target Performance Equity Grant | % of Target Achieved | Actual Performance Equity Grant | | M. Parrell | $2,025,000 | 114.18% | $2,312,145 | $2,250,000 | 114.18% | $2,569,050 | | R. Garechana | 900,000 | 117.25% | 1,055,250 | 1,140,000 | 117.25% | 1,336,650 | | M. Manelis | 990,000 | 112.25% | 1,111,275 | 1,320,000 | 112.25% | 1,481,700 | | A. Brackenridge | 900,000 | 109.75% | 987,750 | 1,140,000 | 109.75% | 1,251,150 | | S. Fenster | 630,000 | 114.75% | 722,925 | 656,250 | 114.75% | 753,047 |

  56. Long-Term Incentive Plan

    Long-Term Incentive Plan As described above, LTI Awards were awarded in January 2023 to each of the NEOs at the target dollar amounts shown on page 50, covering the three-year performance period from January 1, 2023 through December 31, 2025, with the pre-established quantitative performance metrics and potential payout levels described on page 48. These LTI Awards remain subject to settlement after the end of the three-year performance period.

  57. Long-Term Incentive Plan

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  58. Final Results of the 2021-2023 LTI Plan – Alignment of Pay and Performance

    Final Results of the 2021-2023 LTI Plan – Alignment of Pay and Performance In January 2021, the Company issued LTI Awards under its 2021 Executive Compensation Program which allowed each executive to earn from 0% to 200% of a target number of Share Awards, as determined by the Company’s relative and absolute TSR and achievement of Normalized FFO per share over a forward-looking three-year performance period compared to pre-established quantitative performance metrics. The following tables show the performance metrics and ultimate 95.56% achievement for the LTI Awards at the completion of the three-year performance period from January 1, 2021 through December 31, 2023 and the resulting Share Awards.

  59. Determination of Performance of Company TSR and Normalized FFO against Performance Metrics

    Determination of Performance of Company TSR and Normalized FFO against Performance Metrics

  60. Determination of Performance of Company TSR and Normalized FFO against Performance Metrics

    | | | 2021-2023 Performance Level | | | | | | | % of Award | Metric | Threshold | Target | Maximum | Performance Result | Performance Achievement vs Target | % of Award Achievement | | 35.0% | Percentile ranking of Company relative to Nareit Apartment Index | (400) bps | 0 bps | 400 bps | (20.19) bps | 97.48% of Target | 34.12% | | 22.5% | Percentile ranking of Company relative to Nareit Equity Index | (400) bps | 0 bps | 400 bps | (251.04) bps | 68.62% of Target | 15.44% | | 22.5% | Absolute Company TSR | 4% | 8% | 12% | 4.13% | 51.56% of Target | 11.60% | | 20.0% | Normalized FFO per share | (1) | (1) | (1) | (1) | 172.02% of Target | 34.40% | | | TOTAL % OF TARGET ACHIEVED: | | | | | | 95.56% |

  61. Determination of Performance of Company TSR and Normalized FFO against Performance Metrics

    Per the 2021 LTI Plan, the achievement of this metric was determined on an annual basis and the average of the three years was used in the final determination of the award. The final result included actual 2021 Normalized FFO of $2.99 per share (200.00% achievement), actual 2022 Normalized FFO of $3.52 per share (187.50% achievement) and actual 2023 Normalized FFO of $3.78 per share (128.57% achievement) for a blended three-year average of 172.02% achievement.

  62. Determination of Performance of Company TSR and Normalized FFO against Performance Metrics

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  63. Determination of Performance of Company TSR and Normalized FFO against Performance Metrics

    A comparison of this result to prior years illustrates the true variability of the Company’s Executive Compensation Program. The total percentage of target achieved for the 2016-2018, 2017-2019, 2018-2020, 2019-2021 and 2020-2022 LTI Plans(1) were 30.04%, 147.15%, 61.23%, 85.74% and 25.83%, respectively. (1) No changes were made to the 2020-2022 LTI Plan notwithstanding that the performance metrics were set approximately 60 days prior to the start of the COVID-19 pandemic.

  64. 2021 Actual Compensation Achieved – Annual Incentive Plan and LTI Plan

    2021 Actual Compensation Achieved – Annual Incentive Plan and LTI Plan With the determination of the 2021-2023 LTI Awards now final as shown above, we can provide shareholders with a complete picture of actual NEO compensation achieved for service in the year 2021 in relation to target, clearly illustrating the variability of compensation and link between pay and performance:

  65. 2021 Actual Compensation Achieved – Annual Incentive Plan and LTI Plan

    | | Annual Salary | Annual Incentive Plan | LTI Plan (1) | Total Achieved Compensation | Target Compensation | % of Target Achieved | | M. Parrell | $800,000 | $5,348,160(2) | $3,631,194 | $9,779,354 | $7,800,000 | 125.38%(7) | | R. Garechana | 550,000 | 1,872,959(3) | 788,243 | 3,211,202 | 2,670,000 | 120.27%(8) | | M. Manelis | 650,000 | 2,350,238(4) | 931,603 | 3,931,841 | 3,250,000 | 120.98%(9) | | A. Brackenridge | 600,000 | 2,121,255(5) | 860,032 | 3,581,287 | 2,850,000 | 125.66%(10) | | S. Fenster | 525,000 | 1,235,893(6) | 444,283 | 2,205,176 | 1,830,000 | 120.50%(11) |

  66. 2021 Actual Compensation Achieved – Annual Incentive Plan and LTI Plan

    (1) The value of the LTI Awards is calculated by multiplying the number of Share Awards resulting from the ultimate 95.56% achievement under the 2021 LTI Plan by the original grant date valuation. (2) Mr. Parrell achieved 167.13% of target on his Performance Bonus and his Performance Equity Grant in 2021. (3) Mr. Garechana achieved 144.63% of target on his Performance Bonus and his Performance Equity Grant in 2021. (4) Mr. Manelis achieved 144.63% of target on his Performance Bonus and his Performance Equity Grant in 2021. (5) Mr. Brackenridge achieved 157.13% of target on his Performance Bonus and his Performance Equity Grant in 2021. (6) Mr. Fenster achieved 147.13% of target on his Performance Bonus and his Performance Equity Grant in 2021. (7) As a comparison, Mr. Parrell’s equivalent percentage of target achieved for 2020, 2019 and 2018 was 55.96%, 121.61% and 103.33%, respectively. (8) As a comparison, Mr. Garechana’s equivalent percentage of target achieved for 2020 and 2019 was 69.18% and 113.95%, respectively. Mr. Garechana was not a participant in the 2018 LTI Plan. Thus, there are limited historical percentages of target achieved for comparison purposes. (9) As a comparison, Mr. Manelis’ equivalent percentage of target achieved for 2020 and 2019 was 72.56% and 117.71%, respectively. Mr. Manelis was not a participant in the 2018 LTI Plan. Thus, there are limited historical percentages of target achieved for comparison purposes. (10) As a comparison, Mr. Brackenridge's equivalent percentage of target achieved for 2020 was 68.85%. Mr. Brackenridge was not a participant in the 2019 or 2018 LTI Plans. Thus, there are limited historical percentages of target achieved for comparison purposes. As a comparison, Mr. Fenster’s equivalent percentage of target achieved for 2020 and 2019 was 75.51% and 115.14%, respectively. Mr. Fenster was not a NEO in 2018. Thus, there are limited historical percentages of target achieved for comparison purposes.

  67. 2021 Actual Compensation Achieved – Annual Incentive Plan and LTI Plan

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  68. Benchmarking

    Benchmarking To measure the Company’s executive compensation for competitiveness in the industry, the Compensation Committee engaged Ferguson Partners Consulting (“Ferguson Partners”), a nationally recognized independent compensation consultant, to conduct an analysis that benchmarked the Company’s executive compensation against a peer group of other large REITs (by capitalization). The Compensation Committee believes that the use of peer market data is important in developing a competitive compensation program. The Compensation Committee and Ferguson Partners consider qualitative factors (such as tenure and experience in the role), internal equity and external market data in making both individual and plan-level compensation decisions. While the Compensation Committee does not target a specific percentile range within the peer group, this benchmarking data provides a reference point in determining if pay components and program designs are reasonable when ultimately making compensation decisions. The Compensation Committee reviews the peer group annually to ensure the included companies still serve as appropriate comparisons to the Company. Target compensation and incentive opportunity levels are continuously evaluated and are adjusted when appropriate, to ensure market comparability. Ferguson Partners performed its annual executive compensation study in 2023, which showed that the total target compensation of our Chief Executive Officer and the remaining executive team generally aligns with the market median of the peer group data.

  69. Benchmarking

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  70. Benchmarking

    | Peer | Industry | UPREIT Market Capitalization | Total Capitalization | | Prologis, Inc. | Industrial | $126.4 billion | $159.4 billion | | American Tower Corporation | Communications | $100.7 billion | $154.5 billion | | Equinix, Inc. | Data Center | $76.1 billion | $93.6 billion | | Simon Property Group, Inc. | Regional Mall | $53.5 billion | $80.2 billion | | Welltower Inc. | Health Care | $51.1 billion | $67.9 billion | | Public Storage | Self-Storage | $53.7 billion | $67.3 billion | | Digital Realty Trust, Inc. | Data Center | $42.8 billion | $62.6 billion | | Extra Space Storage Inc. | Self-Storage | $35.3 billion | $46.9 billion | | AvalonBay Communities, Inc. | Multifamily | $26.6 billion | $34.7 billion | | Ventas, Inc. | Health Care | $20.2 billion | $34.1 billion | | Equity Residential | Multifamily | $23.9 billion | $31.6 billion | | Boston Properties, Inc. | Office | $12.3 billion | $30.6 billion | | Invitation Homes Inc. | Single Family | $20.9 billion | $29.5 billion | | Essex Property Trust, Inc. | Multifamily | $16.5 billion | $22.9 billion | | Mid-America Apartment Communities, Inc. | Multifamily | $16.1 billion | $20.8 billion | | UDR, Inc. | Multifamily | $13.5 billion | $19.6 billion | | Vornado Realty Trust | Office | $5.8 billion | $16.4 billion | | Camden Property Trust | Multifamily | $10.8 billion | $14.5 billion |

  71. Benchmarking

    Source: S&P Global, data as of December 31, 2023. The Compensation Committee conducted a conflict of interest assessment for 2023 services and concluded that no conflict of interest existed with respect to the work of Ferguson Partners.

  72. Summary Compensation Table

    Summary Compensation Table

  73. Summary Compensation Table

    | Year | Salary | Share Awards (1) | Option Awards (1) | Non-Equity Incentive Plan Compensation (2) | All Other Compensation (3) | Total Compensation | | Mark J. Parrell President & Chief Executive Officer | | | | | | | | 2023 | $900,000 | $6,654,190 | $1,479,286 | $2,312,145 | $15,438 | $11,361,059 | | 2022 | 825,000 | 7,211,548 | 0 | 2,958,491 | 240,045(4) | 11,235,084 | | 2021 | 800,000 | 6,406,107 | 600,678 | 668,520 | 15,222 | 8,490,527 | | Robert A. Garechana Executive Vice President & Chief Financial Officer | | | | | | | | 2023 | $600,000 | $2,122,444 | $337,516 | $1,055,250 | $15,145 | $4,130,355 | | 2022 | 600,000 | 2,127,400 | 0 | 1,125,000 | 9,150 | 3,861,550 | | 2021 | 550,000 | 1,085,040 | 260,189 | 795,465 | 14,778 | 2,705,472 | | Michael L. Manelis Executive Vice President & Chief Operating Officer | | | | | | | | 2023 | $660,000 | $2,051,218 | $731,262 | $1,111,275 | $16,491 | $4,570,246 | | 2022 | 650,000 | 2,547,569 | 0 | 1,218,750 | 15,794 | 4,432,113 | | 2021 | 650,000 | 1,150,257 | 526,116 | 940,095 | 10,200 | 3,276,668 | | Alexander Brackenridge Executive Vice President & Chief Investment Officer | | | | | | | | 2023 | $600,000 | $2,459,968 | $0 | $987,750 | $9,900 | $4,057,618 | | 2022 | 600,000 | 2,228,336 | 0 | 1,125,000 | 14,956 | 3,968,292 | | 2021 | 600,000 | 1,396,619 | 0 | 942,780 | 14,587 | 2,953,986 | | Scott J. Fenster Executive Vice President & General Counsel | | | | | | | | 2023 | $525,000 | $1,141,820 | $196,917 | $722,925 | $14,670 | $2,601,332 | | 2022 | 525,000 | 988,415 | 0 | 787,500 | 14,976 | 2,315,891 | | 2021 | 525,000 | 651,158 | 62,136 | 772,433 | 13,470 | 2,024,197 |

  74. Summary Compensation Table

    (1) Share Awards and Option Awards. (a) Annual Incentive Plan and LTI Awards. The dollar amount shown is the grant date fair value of the Share Awards and Option Awards granted under the Company’s Annual Incentive Plan during the listed years for services performed in the prior year and the target grant date fair value of the LTI Awards granted under the LTI Plan during the listed years and which are settled at the end of the applicable three-year performance period. As further described in the CD&A, the actual amounts paid out at the end of the respective three-year performance periods may range from 0% to 200% of the target number of LTI Awards. The settlement of the awards under the 2021 LTI Plan is described on pages 63-64 in the CD&A. The grant date fair value of the 2023 LTI Awards, if earned at the 200% maximum level, for each of the NEOs is: $10,349,982 for Mr. Parrell; $2,219,930 for Mr. Garechana; $2,639,980 for Mr. Manelis; $2,219,978 for Mr. Brackenridge; and $1,102,478 for Mr. Fenster. Assumptions used in the calculation of grant date fair value for the primary grant of Share Awards and Option Awards each year are included in footnote 12 of the audited financial statements included in the Company’s Annual Reports on Form 10-K for 2023, 2022 and 2021. (b) Performance Bonuses Paid in the form of Share Awards or Option Awards. The NEOs are offered the opportunity to receive some or all of their Performance Bonus in fully vested restricted units or fully vested options as an alternative to cash. 75% of the 2021 Performance Bonus for Mr. Parrell was paid in the form of fully vested restricted units and are included in the Share Awards column. All fully vested restricted units and fully vested options paid as all or a portion of a Performance Bonus are shown in the year in which the services were performed, even though paid in February of the following year. Assumptions used in the calculation of grant

  75. Summary Compensation Table

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  76. Summary Compensation Table

    date fair value for the primary grant of Share Awards and Option Awards each year are included in footnote 12 of the audited financial statements included in the Company’s Annual Reports on Form 10-K for 2023, 2022 and 2021. Non-Equity Incentive Plan Compensation. Represents cash performance bonuses by the Company for the year in which the services were performed, even though paid in January or February of the following year. Accordingly, the amounts listed for 2023, 2022 and 2021 consist of Performance Bonuses paid in January or February 2024, 2023 and 2022, respectively. Any Performance Bonuses paid in the form of fully vested restricted units or fully vested options as an alternative to cash are included in the amounts shown in the Share Awards and Option Awards columns. (3) All Other Compensation. Represents other benefits provided to the NEOs, including Company matching and contributions (if any) to the Company’s 401(k) plan and the cost of executive physicals. Represents other benefits provided to Mr. Parrell, consisting of: (a) Company matching and contributions (if any) to the Company’s 401(k) plan; (b) the cost of an executive physical; and (c) the cost of a board match program in the amount of $225,500, which was designed to match Mr. Parrell with suitable board opportunities. The Company believes the attainment of an additional board position by Mr. Parrell further expands his skillset to the benefit of the Company and its shareholders.

  77. Summary Compensation Table

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  78. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table shows the number of Share Awards, Option Awards and LTI Awards granted to the NEOs in the calendar year 2023.

  79. Grants of Plan-Based Awards in 2023

    | | | Number of Share | Number of Option | Estimated Future Payouts of LTI Awards Under Equity Incentive Plan (2) | | | Grant Date | | | Grant Date | Awards Granted (1) | Awards Granted (1) | Threshold (#) | Target (#) | Maximum (#) | Fair Value of Awards (3) | | M. Parrell | 1/1/23 | — | — | 44,020 | 88,040 | 176,080 | $5,174,991 | | | 2/15/23 | 23,431 | 116,755 | | — | | 2,958,485 | | R. Garechana | 1/1/23 | — | — | 9,257 | 18,513 | 37,026 | 1,109,965 | | | 2/15/23 | 16,038 | 26,639 | | — | | 1,349,995 | | M. Manelis | 1/1/23 | — | — | 11,008 | 22,016 | 44,032 | 1,319,990 | | | 2/15/23 | 11,282 | 57,716 | | — | | 1,462,490 | | A. Brackenridge | 1/1/23 | — | — | 9,072 | 18,143 | 36,286 | 1,109,989 | | | 2/15/23 | 20,273 | — | | — | | 1,349,979 | | S. Fenster | 1/1/23 | — | — | 4,689 | 9,378 | 18,756 | 551,239 | | | 2/15/23 | 9,355 | 15,542 | | — | | 787,498 |

  80. Grants of Plan-Based Awards in 2023

    (1) Represents the 2023 grant of Share Awards and Option Awards for services performed in 2022 which were approved by the Board on January 23, 2023. The Share Awards vest in full on the third anniversary of the grant date, subject to continuous employment and retirement provisions. The Option Awards were granted at an exercise price of $66.59, the closing price of the common shares on the grant date, and vest in approximately equal installments over three years, subject to continuous employment and retirement provisions. (2) Represents the threshold (50%), target (100%) and maximum (200%) number of LTI Awards approved by the Board on December 15, 2022 and granted in January 2023 for the 2023-2025 performance period. The target number of LTI Awards is derived by dividing the grant date fair value of such awards by the Monte Carlo value as of the date of the award of $58.78 per restricted unit and $61.18 per restricted share. For additional information regarding the terms of LTI Awards, including vesting schedule and dividends, see the CD&A. The grant date fair value of the Share Awards was calculated based on a price of (i) $63.13 per restricted unit, a 5.2% reduction to the closing price of the Company’s common shares on the grant date to take into account various risks associated with restricted units, such as book-up risk, and (ii) $66.59 per restricted share, the closing price of the common shares on the grant date. The grant date fair value of the Option Awards was calculated using a Black-Scholes option value as of the date of the award of $12.67 per option. The grant date fair value of the LTI Awards reflects the value of the number of LTI Awards if earned at Target, using a Monte Carlo value as of the date of the award of $58.78 per restricted unit and $61.18 per restricted share. See footnote 12 of the audited financial statements included in the Company’s Annual Report on Form 10-K for 2023 for additional discussion of the assumptions used in calculating grant date fair value of the LTI Awards and the Option Awards.

  81. Grants of Plan-Based Awards in 2023

    | Equity Residential | 71 | 2024 Proxy Statement |

  82. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023

  83. Outstanding Equity Awards at December 31, 2023

    | Option Awards | | | | Share Awards | | LTI Awards | | | Number of Unexercised Option Awards | | Option Exercise Price | Option Expiration Date (1) | Number of Earned/ Unvested Share Awards | Market Value of Earned/ Unvested Share Awards | Number of Unearned/ Unvested LTI Awards | Market Value of Unearned/ Unvested LTI Awards | | Exercisable | Unexercisable | | | (2) | (3) | (4) | (5) | | M. Parrell | | | | | | | | | 29,693 | — | $60.76 | 02/02/27 | 63,109 | $3,859,746 | 217,546 | $13,305,113 | | 82,975 | — | 60.33 | 02/01/28 | — | — | — | — | | 50,308 | 25,154 | 67.48 | 02/12/31 | — | — | — | — | | — | 116,755 | 66.59 | 02/15/33 | — | — | — | — | | R. Garechana | | | | | | | | | 2,614 | — | 64.99 | 02/04/26 | 31,981 | 1,955,958 | 47,276 | 2,891,400 | | 6,542 | — | 72.02 | 02/01/29 | — | — | — | — | | 17,520 | — | 83.08 | 01/31/30 | — | — | — | — | | 10,896 | 10,896 | 67.48 | 02/12/31 | — | — | — | — | | — | 26,639 | 66.59 | 02/15/33 | — | — | — | — | | M. Manelis | | | | | | | | | 668 | — | 60.76 | 02/02/27 | 29,705 | 1,816,758 | 54,565 | 3,337,195 | | 345 | — | 60.33 | 02/01/28 | — | — | — | — | | 22,491 | — | 72.02 | 02/01/29 | — | — | — | — | | 29,580 | — | 83.08 | 01/31/30 | — | — | — | — | | 41,063 | 22,032 | 67.48 | 02/12/31 | — | — | — | — | | — | 57,716 | 66.59 | 02/15/33 | — | — | — | — | | A. Brackenridge | | | | | | | | | 15,516 | — | 72.02 | 02/01/29 | 40,853 | 2,498,569 | 47,784 | 2,922,469 | | S. Fenster | | | | | | | | | 2,986 | — | 68.40 | 02/05/25 | 17,174 | 1,050,362 | 24,452 | 1,495,484 | | 15,957 | — | 60.76 | 02/02/27 | — | — | — | — | | 29,268 | — | 60.33 | 02/01/28 | — | — | — | — | | 5,204 | 2,602 | 67.48 | 02/12/31 | — | — | — | — | | — | 15,542 | 66.59 | 02/15/33 | — | — | — | — |

  84. Outstanding Equity Awards at December 31, 2023

    (1) These Option Awards, which were granted 10 years prior to the stated expiration date, vest in approximately equal installments over three years from the grant date (subject to continuous employment/retirement provisions). (2) These Share Awards vest in full on the third anniversary of the grant date (subject to continuous employment/retirement provisions). (3) Reflects the number of earned/unvested Share Awards multiplied by $61.16, the closing price of the Company’s common shares at December 29, 2023. (4) Reflects the number of LTI Awards (which are payable in the form of Share Awards and cliff vest following the three-year anniversary of the grant date, after determination of performance by the Compensation Committee and subject to continuous employment/retirement provisions) granted in (i) January 2021, valued at 95.56% of the target grant, the actual achievement of the 2021 LTI Plan at the end of the three-year performance period at December 31, 2023, as further described on page 63 in the CD&A, (ii) January 2022, valued at approximately 132.11% of the target grant, assuming the three-year performance period from 2022-2024 had terminated and been valued as of December 31, 2023, and (iii) January 2023, valued at approximately 105.19% of the target grant, assuming the three-year performance period from 2023-2025 had terminated and been valued as of December 31, 2023. The actual number of Share Awards issued will not be determined until the end of the respective three-year performance period. Reflects the number of unearned/unvested LTI Awards calculated pursuant to the previous footnote and multiplied by $61.16, the closing price of the Company’s common shares at December 29, 2023.

  85. Outstanding Equity Awards at December 31, 2023

    | Equity Residential | 72 | 2024 Proxy Statement |

  86. Option Exercises and Shares Vested During 2023

    Option Exercises and Shares Vested During 2023 The following table shows the value realized by the NEOs upon exercise of Option Awards and the vesting of Share Awards during 2023.

  87. Option Exercises and Shares Vested During 2023

    | | Option Awards | | Share Awards (1) | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | M. Parrell | — | — | 41,661 | $2,755,042 | | R. Garechana | — | — | 8,898(2) | 588,425 | | M. Manelis | — | — | 10,743 | 710,435 | | A. Brackenridge | — | — | 10,080 | 666,590 | | S. Fenster | 3,512 | $21,283 | 4,979 | 329,261 |

  88. Option Exercises and Shares Vested During 2023

    (1) Reflects the vesting of Share Awards granted in 2020 for services performed in 2019 and LTI Awards granted under the 2020 LTI Plan. (2) Includes 2,031 common shares that Mr. Garechana deferred to the SERP.

  89. Pension Benefits

    Pension Benefits The Company does not have a pension plan for its executives and therefore, there are no pension benefits to disclose.

  90. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table shows the current value of the compensation previously earned and deferred by the NEOs to the Company’s employee-funded SERP during 2023. As the Company does not make contributions to the SERP and does not guarantee any investment return, the balances shown are comprised entirely of contributions made by the NEOs from their salary, Performance Bonus or Performance Equity Grants for prior years and the earnings on those amounts.

  91. Nonqualified Deferred Compensation

    | | Executive Contributions in 2023 (1) | Company Contributions in 2023 | Earnings (Losses) in 2023 | Withdrawals in 2023 | Balance at December 31, 2023 (2) | | M. Parrell | $0 | $0 | $1,300,181 | $0 | $9,906,863 | | R. Garechana | 315,060 | 0 | 302,750 | 0 | 2,019,211 | | M. Manelis | 60,938 | 0 | 486,669 | 0 | 2,787,980 | | A. Brackenridge | 0 | 0 | 247,461 | 0 | 2,039,976 | | S. Fenster | 196,875 | 0 | 239,394 | 0 | 1,722,741 |

  92. Nonqualified Deferred Compensation

    (1) All amounts contributed by a NEO in 2023 have been included as Salary or Share Awards in 2023 or Non-Equity Incentive Plan Compensation (i.e., Performance Bonus) for service in 2022 in the Summary Compensation Table. (2) All amounts contributed by a NEO in prior years have been reported in the Summary Compensation Tables in our previously filed proxy statements in the year earned to the extent he was a NEO in such year for purposes of the SEC’s executive compensation disclosure rules. The SERP allows all Company employees with annual total cash compensation of $150,000 or more to defer receipt of up to 25% of their base salary and up to 100% of their cash Performance Bonus and incentive compensation. Any of this deferred cash compensation is deposited by the Company directly with the independent trustee of the SERP and invested, at the option of the participant, in a limited number of independent mutual funds. The SERP also allows the same eligible employees to defer receipt of restricted shares. Deferral elections are generally made by eligible employees during an open enrollment period each year for amounts to be earned or granted in the following

  93. Nonqualified Deferred Compensation

    | Equity Residential | 73 | 2024 Proxy Statement |

  94. Nonqualified Deferred Compensation

    year. Benefits under the SERP will be paid out, in either a lump sum or in annual installments, upon certain events such as termination of employment, disability, death, change in control or, in some cases, a one-time distribution at or after age 50.

  95. Potential Payments Upon Termination of Employment or Change in Control

    Potential Payments Upon Termination of Employment or Change in Control

  96. Retirement Benefits

    Retirement Benefits While the Company has no mandatory retirement age for employees, the Company’s Share Incentive Plans do provide for certain benefits for employees upon voluntary retirement at or after age 62 or upon meeting certain age/length of service requirements. For employees hired prior to January 1, 2009 and, effective with the 2019 Share Plan, who were at least 59 years old as of February 1, 2019 (“age 62 eligible employees”), retirement will mean the voluntary termination of employment (other than for good cause (defined below)): (i) at or after age 62; or (ii) prior to age 62 after meeting the requirements of the Rule of 70 (defined below). For all other employees, retirement will mean the voluntary termination of employment (other than for good cause) after meeting the requirements of the Rule of 70. “Good cause” includes, but is not limited to, the grantee’s engaging in conduct which (i) breaches his or her duty of loyalty to the Company, (ii) is injurious to the Company or a subsidiary thereof or (iii) disparages the Company, any subsidiary thereof or any of their respective officers or trustees. The “Rule of 70” is met when an employee’s years of service with the Company (which must be at least 15 years) plus his or her age (which must be at least 55 years) on the date of retirement equals or exceeds 70. In addition, the employee must give the Company at least six months’ advance written notice of his or her intention to retire and sign a release upon termination of employment, releasing the Company from customary claims and agreeing to ongoing non-competition and employee non-solicitation provisions. The Rule of 70 does not apply to trustees. For age 62 eligible employees who retire at or after age 62 or for trustees who retire at or after age 72, such individual’s unvested Share Awards and Option Awards would immediately vest, and Option Awards would continue to be exercisable for the balance of the applicable 10-year option period. For all other employees (and those age 62 eligible employees who choose to retire prior to age 62), upon retirement under the Rule of 70, such employee’s unvested Share Awards and Option Awards would continue to vest per the original vesting schedule (subject to immediate vesting upon the employee’s death or disability), and Option Awards would continue to be exercisable for the balance of the applicable 10-year option period, subject to the employee’s compliance with the non-competition and employee non-solicitation provisions. If an employee violates these provisions after such retirement, all unvested Share Awards and unvested and vested Option Awards at the time of the violation would be void, unless otherwise approved by the Compensation Committee.

  97. Retirement Benefits

    | Equity Residential | 77 | 2024 Proxy Statement |

  98. CEO Pay Ratio

    CEO Pay Ratio SEC rules require us to set forth the ratio that annual total compensation for Mr. Parrell bears to the median annual total compensation of the Company’s employees, other than Mr. Parrell. The Company has approximately 2,400 employees located solely within the United States, with approximately 600 located in the Company’s Chicago headquarters and other corporate offices, and the remaining approximately 1,800 serving our residents every day on-site at our communities. For purposes of calculating annual total compensation under SEC rules, the Company identified a new median employee as of December 31, 2023. The median employee was identified by using the same calculation methodology for 2023 total compensation as used for the Chief Executive Officer’s “Total Compensation” as reflected in the Summary Compensation Table, but removing from the calculation any Company matching contributions to the 401(k) plan, as employee participation in such plan varies. This method was consistently applied to all employees other than the Chief Executive Officer, whose compensation is excluded for purposes of identifying the median employee. The Company used its actual employee population as opposed to a statistical sampling or other method. Based on this calculation, the 2023 total compensation for our median employee was $74,135 and the 2023 total compensation for Mr. Parrell as reflected in the Summary Compensation Table was $11,361,059. The ratio of Mr. Parrell’s compensation to that of the median employee is 153:1. Because the SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, and to apply certain exclusions and to make reasonable estimates that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio that we have reported. As an owner and self-operator of over 300 apartment properties, the Company employs significantly more on-site property-level employees than real estate companies in other sectors, such as office and retail, or those that hire outside property management companies. Rather than outsourcing property management, the Company’s strategy generally includes self-management of its assets, which aligns the long-term investment interests of our shareholders with our focused management of income, expense and capital expenditures. This alignment of interest allows our employees to act as owners, a strategy that has served our shareholders well in the long-term. Over the last nine years, shareholders have approved our Executive Compensation Program by an average of 93% support of the votes cast. As set forth in the CD&A, we believe our shareholders’ overwhelming support for the Company’s compensation program reflects the strong alignment between our Chief Executive Officer’s pay and performance.

  99. CEO Pay Ratio

    | Equity Residential | 78 | 2024 Proxy Statement |

  100. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing certain information regarding the Company, including compensation actually paid, as determined in accordance with SEC rules ("CAP"), to our principal executive officer ("PEO"), the average CAP paid to our non-PEO NEOs, certain financial performance measures of the Company, including Normalized FFO per share (the Company-selected measure ("CSM")), and the relationship between CAP and each of Company TSR, peer group TSR, net income and the CSM.

  101. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table ("SCT") Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs (3) | Company TSR (4) | Peer Group TSR (4)(5) | Net Income | Normalized FFO Per Share (6) | | 2023 | $11,361,059 | $11,892,000 | $3,839,888 | $3,953,117 | $88.01 | $113.35 | $868,488,000 | $3.78 | | 2022 | 11,235,084 | 836,944 | 3,644,462 | 1,238,534 | 81.23 | 99.67 | 806,995,000 | 3.52 | | 2021 | 8,490,527 | 16,989,674 | 2,740,081 | 4,801,355 | 120.98 | 131.78 | 1,396,714,000 | 2.99 | | 2020 | 7,600,658 | 795,215 | 3,040,774 | 928,247 | 76.47 | 92.00 | 962,501,000 | 3.26 |

  102. Pay Versus Performance

    (1) See the SCT on page 69 for detail on the SCT total compensation for our PEO and the average SCT total compensation for the non-PEO NEOs for 2023, 2022 and 2021. The SCT total compensation for our PEO and the average SCT total compensation for the non-PEO NEOs for 2020 were calculated from the SCT as disclosed in our Proxy Statement filed with the SEC in calendar year 2021. (2) Our PEO for all years reported is Mr. Parrell. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Parrell's SCT total compensation for 2023 to determine the CAP. Dividends paid are already reflected in the fair value of equity awards presented below. Assumptions made in the calculation of the valuations presented below do not differ materially from the assumptions made as of the grant date of such awards.

  103. Pay Versus Performance

    | PEO SCT Total to CAP Reconciliation | | | | | | | | | Deductions from SCT Total | | | | | Year | Total Compensation from SCT | Amounts Reported in "Share Awards" Column in SCT | Amounts Reported in "Option Awards" Column in SCT | Equity Award Adjustments to SCT Total | CAP | | 2023 | $11,361,059 | $(6,654,190) | $(1,479,286) | $8,664,417 | $11,892,000 |

  104. Pay Versus Performance

    | PEO Equity Award Adjustments to SCT Total | | | | | | | Year | Year-End Fair Value of Outstanding and Unvested Equity Granted During the Year | Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Vesting Date Fair Value of Equity Awards Granted and Vested in the Year | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Total Equity Award Adjustments to SCT Total | | 2023 | $8,120,335 | $162,522 | $0 | $381,560 | $8,664,417 |

  105. Pay Versus Performance

    | Equity Residential | 79 | 2024 Proxy Statement |

  106. Pay Versus Performance

    The non-PEO NEOs for 2023, 2022 and 2021 are Messrs. Garechana, Manelis, Brackenridge and Fenster. The non-PEO NEOs for 2020 are Messrs. Garechana, Manelis and Brackenridge and Mr. Alan George, a former executive. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the non-PEO NEOs' average SCT total compensation for 2023 to determine the average CAP. Dividends paid are already reflected in the fair value of equity awards presented below. Assumptions made in the calculation of the valuations presented below do not differ materially from the assumptions made as of the grant date of such awards.

  107. Pay Versus Performance

    | Average Non-PEO NEOs SCT Total to CAP Reconciliation | | | | | | | | | Deductions from SCT Total | | | | | Year | Average Total Compensation from SCT | Average Amounts Reported in "Share Awards" Column in SCT | Average Amounts Reported in "Option Awards" Column in SCT | Average Equity Award Adjustments to SCT Total | Average CAP | | 2023 | $3,839,888 | $(1,943,863) | $(316,424) | $2,373,516 | $3,953,117 |

  108. Pay Versus Performance

    | Average Non-PEO NEOs Equity Award Adjustments to SCT Total | | | | | | | Year | Average Year-End Fair Value of Outstanding and Unvested Equity Granted During the Year | Average Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Average Vesting Date Fair Value of Equity Awards Granted and Vested in the Year | Average Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Total Equity Award Adjustments to SCT Total | | 2023 | $2,195,308 | $76,972 | $0 | $101,236 | $2,373,516 |

  109. Pay Versus Performance

    (4) For purposes of the Pay Versus Performance Table (the "PVP Table"), Company TSR and "Peer Group TSR" are calculated using the measurement period beginning on the last trading day of 2019, through and including the end of the fiscal year for which cumulative Company TSR or cumulative Peer Group TSR is being calculated. (5) The Company has selected the Nareit Equity Index for purposes of calculating Peer Group TSR for the PVP Table. The Nareit Equity Index is one of the indices used in the Company's LTI Plan and is the same Peer Group TSR reported in the performance graph found in the back cover of our 2023 Annual Report to Shareholders for the fiscal year ending December 31, 2023. (6) Normalized FFO is a non-GAAP measure. For additional details/definitions of Normalized FFO, including reconciliations of EPS to FFO per share and Normalized FFO per share, see the Supplemental Appendix beginning on page 97. Relationship of CAP to Company Performance The following graphs illustrate the relationship between the CAP to our PEO and the average CAP to our non-PEO NEOs, and (i) our cumulative Company TSR and cumulative Peer Group TSR, (ii) our GAAP net income and (iii) our Normalized FFO per share, in each case for the fiscal years ended December 31, 2020, 2021, 2022 and 2023. CAP vs. Company TSR and Peer Group TSR

  110. Pay Versus Performance

    | Equity Residential | 80 | 2024 Proxy Statement |

  111. Pay Versus Performance

    CAP is determined to a large extent by reference to our share price on the particular day of the valuation of Share Awards and Option Awards per SEC rules. Company TSR and Peer Group TSR illustrated in the graph above are calculated using the measurement period beginning on the last trading day of 2019, through and including the end of the fiscal year for which cumulative Company TSR or cumulative Peer Group TSR is being calculated.

  112. TRUSTEE COMPENSATION

    | | Annual Cash Fees | Share Awards (1) | Option Awards (1) | Total | | Samuel Zell | — | $1,228,747(2) | — | $1,228,747 | | Angela M. Aman | $121,236 | 189,964 | — | 311,200 | | Linda Walker Bynoe | 135,000 | 189,960 | — | 324,960 | | Mary Kay Haben | 137,500 | 189,960 | — | 327,460 | | Tahsinul Zia Huque | 106,765 | 189,964 | — | 296,729 | | John E. Neal | 122,764 | 94,947 | $95,051 | 312,762 | | David J. Neithercut | 94,000 | — | 439,993(3) | 533,993 | | Mark S. Shapiro | 112,500 | 189,960 | — | 302,460 | | Stephen E. Sterrett | 161,500 | 189,960 | — | 351,460 |