DEF 14A of Vivmark Residential, Apr 15, 2025

DEF 14A of Vivmark Residential

Filed Apr 15, 2025 · FY20240000950170-25-054259

Open on EDGAR

  1. Biographical Information and Qualifications of Trustees

    Biographical Information and Qualifications of Trustees Our trustees bring to the Company’s Board substantial and diverse business, real estate, governance, finance, operational and leadership experience derived from their service as senior executives and, in some cases, leaders of complex organizations, and collectively have the experience necessary to oversee and help develop the Company’s strategy and contribute to the Board’s effectiveness as a whole. The process undertaken by the Corporate Governance Committee in recommending qualified trustee candidates is described under “Board Composition and Trustee Nomination Procedures” above.

  2. Biographical Information and Qualifications of Trustees

    | Equity Residential | 18 | 2025 Proxy Statement |

  3. Biographical Information and Qualifications of Trustees

    Summary of Trustee Skills The table below is a summary of the range of skills that each trustee nominee brings to our Board. Because it is a summary, it is not intended to be a complete description of all the qualifications, attributes and experience of each trustee nominee. Information about each trustee is presented on the following pages.

  4. Biographical Information and Qualifications of Trustees

    | | | | | | | | | | | | | CEO/CORPORATE LEADERSHIP Experience as a CEO or other senior executive at a public or large private company. | · | · | · | · | · | | · | · | · | · | | FINANCE/CAPITAL MARKETS Leadership experience as an executive in the financial services industry or other extensive experience raising capital for a large public or private company. | · | · | | | · | · | · | · | · | · | | REAL ESTATE Experience in the real estate industry and expertise in the operational and strategic issues facing large real estate companies. | · | | | | | · | · | · | | · | | BUSINESS OPERATIONS Experience in managing the operations and business strategy of a major organization. | · | | · | · | · | | · | · | · | · | | ENTREPRENEUR/INNOVATOR Experience in starting a business and/or implementing disruptive/creative processes to generate growth. | | | | · | · | | | | · | | | TECHNOLOGY, DIGITAL AND/OR CYBERSECURITY Expertise in technology, including digital platforms and new media, cybersecurity risk, cloud computing and data analytics. | · | | | | · | | | · | · | · | | MARKETING AND CONSUMER INSIGHT Experience in marketing, including brand and product awareness and social media. | | | · | · | | | | | · | | | CORPORATE RESPONSIBILITY Experience in effective oversight of sustainability, social and/or governance matters. | · | · | · | | · | · | · | · | · | · | | FINANCIAL REPORTING/ACCOUNTING Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements. | · | · | | | | · | · | · | | · | | PUBLIC COMPANY BOARD EXPERIENCE Experience serving on the board of another publicly traded entity. | · | · | · | | · | · | · | · | · | · |

  5. Biographical Information and Qualifications of Trustees

    | Equity Residential | 19 | 2025 Proxy Statement |

  6. Biographical Information and Qualifications of Trustees

    Trustees Nominated for Re-Election Set forth below are biographies of each of our trustees as of April 1, 2025, 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.

  7. Biographical Information and Qualifications of Trustees

    | David J. Neithercut Chairman Age 69 Trustee since 2006 | 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. He serves as a director of Americold Realty Trust (NYSE: COLD), was a director of General Growth Properties, Inc. (NYSE: GGP) until May 2017 and was lead independent trustee of Public Storage (NYSE: PSA) until May 2024. Mr. Neithercut is a former member of the Advisory Board of Governors of Nareit, of which he served as Chairman in 2015. He received Nareit’s 2018 Industry Leadership Award, honoring a REIT executive who has made a significant and lasting contribution to the growth and betterment of the industry. 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 |

  8. Biographical Information and Qualifications of Trustees

    | Mark J. Parrell President & CEO Age 58 Trustee since 2019 | Mark J. Parrell has been Chief Executive Officer of the Company since January 2019 and President of the Company since September 2018. Mr. Parrell was Executive Vice President and Chief Financial Officer of the Company from October 2007 to September 2018 and Senior Vice President and Treasurer of the Company from August 2005 to October 2007 and served in various roles in the Company’s finance group since September 1999. He has also 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. He currently serves as a Board Member of the Real Estate Roundtable as well as Second Vice Chair and a member of the Executive Board of Governors of Nareit. Mr. Parrell is a member of the Advisory Board of the Weiser Center for Real Estate at the University of Michigan and is a member of the National Multifamily Housing Council (“NMHC”) and served as Chair of its Finance Committee in 2015-2016. He is also a member of the Board of Directors and Chair of the Finance Committee of the Greater Chicago Food Depository. Mr. Parrell served as a 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. He also 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 into 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 |

  9. Biographical Information and Qualifications of Trustees

    | Equity Residential | 20 | 2025 Proxy Statement |

  10. Biographical Information and Qualifications of Trustees

    | Angela M. Aman Independent Age 45 Trustee since 2020 Committees • Audit (Chair) | 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 serves as a member of the Executive Committee for the Zell/Lurie Real Estate Center at the Wharton School, University of Pennsylvania, a member of the Board of Advisors for the Anderson School of Management at UCLA and Audit Committee Chair for Nareit. 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 |

  11. Biographical Information and Qualifications of Trustees

    | Linda Walker Bynoe Independent Age 72 Trustee since 2009 Committees • Governance (Chair) • Audit | 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 served as a director of Simon Property Group, Inc. (NYSE: SPG) until May 2012 and Anixter International, Inc. (NYSE: AXE) 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 |

  12. Biographical Information and Qualifications of Trustees

    | Equity Residential | 21 | 2025 Proxy Statement |

  13. Biographical Information and Qualifications of Trustees

    | Mary Kay Haben Independent Age 68 Trustee since 2011 Committees • Compensation (Chair) • Governance | 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 |

  14. Biographical Information and Qualifications of Trustees

    | Ann C. Hoff Independent Age 58 Trustee since 2024 Committees • Audit | 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. She will be retiring from such position in June 2025. 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 vice chair of the compensation committee, and the Advisory Board of the University of Nevada, Las Vegas ("UNLV") William F. Harrah College of Hospitality. Ms. Hoff received a B.S. in Hotel and Restaurant Management from 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 |

  15. Biographical Information and Qualifications of Trustees

    | Equity Residential | 22 | 2025 Proxy Statement |

  16. Biographical Information and Qualifications of Trustees

    | Tahsinul Zia Huque Independent Age 57 Trustee since 2019 Committees • Compensation • Governance | 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 |

  17. Biographical Information and Qualifications of Trustees

    | Nina P. Jones Independent Age 45 Trustee since 2024 Committees • Audit • Governance | 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 |

  18. Biographical Information and Qualifications of Trustees

    | Equity Residential | 23 | 2025 Proxy Statement |

  19. Biographical Information and Qualifications of Trustees

    | Mark S. Shapiro Independent Age 55 Trustee since 2010 Committees • Compensation • Governance | Mark S. Shapiro has served as President and Managing Partner of WME Group, a global talent and media agency, since March 2025 and served as President (since December 2018) and Chief Operating Officer (since April 2023) of Endeavor, its predecessor. Prior to joining Endeavor's IMG subsidiary 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 was a director of the Tribune Company, Frontier Communications Corporation (NASDAQ: FTR) until May 2019, Papa John’s International, Inc. (NASDAQ: PZZA) until April 2019, Live Nation Entertainment, Inc. (NYSE: LYV) until June 2021 and Bright Lights Acquisition Corp. (NASDAQ: BLTS) until December 2022. 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 |

  20. Biographical Information and Qualifications of Trustees

    | Stephen E. Sterrett Lead Trustee Independent Age 69 Trustee since 2015 Committees • Audit • Compensation | 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. ("Berry") (NYSE: BERY) and will serve as deputy chairman of Amcor plc ("Amcor") (NYSE: AMCR, ASX: AMC) following the merger of Berry and Amcor, which is expected to occur mid-2025. He was a director of Realty Income Corporation (NYSE: O) until May 2019. Mr. Sterrett also serves on the Board of Trustees of Butler University and of the FirstTee, a youth development organization. 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 |

  21. Biographical Information and Qualifications of Trustees

    | Equity Residential | 24 | 2025 Proxy Statement |

  22. Biographical Information and Qualifications of Trustees

    Incumbent Trustee Retiring

  23. Biographical Information and Qualifications of Trustees

    | John E. Neal Independent Age 75 Trustee since 2006 Committees • Audit | 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 |

  24. Biographical Information of Executives

    Biographical Information of Executives Set forth below are biographies of each of our executives as of April 1, 2025. 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, 66, 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 Urban Land Institute ("ULI"). Mr. Altshuler served as President of the California Apartment Association from January 2019 to January 2022. | | | Alexander Brackenridge, 61, 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. |

  26. Biographical Information of Executives

    | Equity Residential | 25 | 2025 Proxy Statement |

  27. Biographical Information of Executives

    | | Catherine M. Carraway, 64, 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 serves as Vice President of the Board of Directors of Connections for Abused Women and their Children. | | | Scott J. Fenster, 49, 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, 46, 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 on the Operating Committee as Treasurer. Mr. Garechana received a B.B.A. from The University of Texas at Austin. | | | Michael L. Manelis, 56, 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 | 26 | 2025 Proxy Statement |

  29. Biographical Information of Executives

    | Common Share Ownership of Trustees and Executives | |

  30. Executive Compensation Program

    Executive Compensation Program The Company’s Executive Compensation Program consists of three components: Annual Salary, Annual Incentive Plan and Long-Term Incentive Plan. Annual Salary For 2024, annual salaries of executives, the first component of the program, were set at levels competitive with other large companies engaged in the real estate industry with which the Company competes for executive talent. As it does annually, the Compensation Committee reviewed base salaries for the executives to determine whether any adjustments were necessary to reflect market conditions or changes in responsibilities. Annual Incentive Plan The second component of the program in 2024 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 pre-established, with all Corporate Goals and many Business Unit Goals measured objectively. In determining where to set Threshold, Target and Maximum performance levels for each Corporate Goal, the Compensation Committee set the Maximum levels to require higher performance relative to Target compared to the difference in performance between Target and Threshold. In other words, the Maximum level is a stretch goal, which is harder to achieve on a relative basis. 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 enterprise-wide innovative thinking and the advancement of technology, data and analytics in the business, 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. 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.

  31. Executive Compensation Program

    | CEO Performance Goals | Other NEOs' Performance Goals |

  32. Executive Compensation Program

    | 2024 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% | | Corporate Responsibility | 15% | 15% | | Normalized G&A and Property Management Costs | 10% | 10% | | Business Unit Goals | 0% | 25% | | Individual Goals | 25% | 10% | | Total: | 100% | 100% |

  33. Executive Compensation Program

    Long-Term Incentive Plan The third component of the program in 2024 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 2024, at the target dollar amounts

  34. Executive Compensation Program

    (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. (4) 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 2024 were established by the Compensation Committee in March 2024. 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 January 30, 2024 as part of the Company’s public earnings release. See page 37 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. 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

  35. 2024 Performance and 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 |

  36. 2024 Performance and Compensation

    Were recognized by Newsweek as one of America’s Most Responsible Companies for the sixth consecutive year, a list of top performing companies in corporate social responsibility matters in the U.S. • Were named one of Sustainalytics’ Top-Rated ESG Companies for 2025, recognized as Regional Top Rated for 2025. These highlights were some of the key drivers of performance against the Annual Incentive Plan metrics, as detailed below. Annual Incentive Plan – Corporate Goal Results

  37. 2024 Performance and Compensation

    The Company’s 3.1% growth in Same Store NOI year-over-year, exceeding the Company's original guidance and above our apartment peer group average; • The Company's modest 2.9% increase in same store expenses for the full year of 2024, which was lower than the Company's original guidance and below our apartment peer group average and reflects continued success in managing controllable expenses as well as limited real estate tax growth; • Leading the advancement of the Company's innovation and technology capabilities through the promotion of additional data and analytics initiatives, the cultivation of an innovative mindset at the Company and the upskilling of the Company's IT team, including hiring the Company's first Chief Technology Officer; • The Company being acknowledged as an industry leader on sustainability through its inclusion in both the Dow Jones Sustainability World and North America Indices, the first residential REIT to receive this distinction and one of only four U.S. REITs to be included in both indices, and receiving Nareit’s Residential Sector Leader in the Light award; and • Effectively advocating with industry groups and policymakers on key political issues for the Company and the industry, such as affordable housing and rent control measures, including related successful ballot measure campaigns in California. As a result of the Company’s performance and Mr. Parrell’s contributions in 2024, he received a score of 144.29% of target on the Corporate Goals and a score of 100.00% of target on his Individual Goals, resulting in an overall weighted achievement of 133.22% of target on his Performance Bonus and his Performance Equity Grant. 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. Robert A. Garechana – Executive Vice President and Chief Financial Officer Mr. Garechana’s Business Unit Goals included innovation and technology initiatives, regulatory compliance, shareholder engagement, maintaining a capital structure that supports the Company's capital allocation strategy, financial analysis and succession planning. His goals also included managing and integrating data and analytics and talent management. Mr. Garechana’s key accomplishments in 2024 included: • The completion of the issuance of $600.0 million in 10-year unsecured debt with a 4.65% coupon, at the time the lowest 10-year coupon rate issued by a REIT since 2022, and an all-in effective yield of 4.9%, efficiently funding the Company's net investment activity; • Enhancing the Company's balance sheet, liquidity and financial flexibility to support its business objectives and growth through increasing the maximum size of its unsecured commercial paper program from $1.0 billion to $1.5 billion; • The financial reporting, financial analysis, internal audit and tax functions meeting all filing deadlines, producing materials timely and with no internal control issues; • Overseeing the Company's data and analytics team to advance the Company's innovation and technology capabilities and cultivating an innovative mindset at the Company; and Providing enhanced materials to investors to effectively communicate the Company's financial performance, and increasing the amount of time devoted to investor outreach through additional conference participation and other communications.

  38. 2024 Performance and Compensation

    As a result of the Company’s performance and Mr. Garechana’s contributions in 2024, he received a score of 140.12% of target on the Corporate Goals, a score of 100.00% of target on his Business Unit Goals and a score of 100.00% of target on his Individual Goals, resulting in an overall weighted achievement of 126.07% of target on his Performance Bonus and his Performance Equity Grant. Michael L. Manelis – Executive Vice President and Chief Operating Officer Mr. Manelis’ Business Unit Goals included NOI performance, customer service, renovation targets, on-site employee retention, and various cybersecurity, innovation and technology initiatives. His goals also included inspiring the property management teams and succession planning. Mr. Manelis’ key accomplishments in 2024 included: • Successfully leading the Company’s property operations teams, which were responsible for the Company’s generation of approximately $3.0 billion in total revenues and a 3.1% growth in Same Store NOI year-over-year, exceeding the Company's original guidance and above our apartment peer group average; • Executing strong expense controls, resulting in a modest 2.9% increase in same store expenses for the full year of 2024, which was lower than the Company's original guidance, a smaller increase than in 2023 and below our apartment peer group average; • Continuing to efficiently execute the Company's spend on property-level capital expenditures by investing approximately $274.0 million in Capital Expenditures to Real Estate for Same Store Properties in 2024, approximately 45% of which was NOI-Enhancing and represented Renovation Expenditures for 3,353 same store apartment units (which were more units than originally targeted and were executed within a substantially reduced turnaround time) in addition to sustainability and property-level technology spend to improve the customer experience; • The Company reporting same store Turnover of 42.5% for the full year of 2024, the lowest in the Company's history, and improved customer satisfaction versus 2023; • Implementing data and analytics processes, cultivating an innovative mindset at the Company and hiring and integrating the Company's first Chief Technology Officer; • Creating additional operating efficiencies by continuing to enhance centralization and implementing other innovation initiatives; and • Engaging and motivating property management teams through market visits and extensive communication. As a result of the Company’s performance and Mr. Manelis’ contributions in 2024, he received a score of 140.12% of target on the Corporate Goals, a score of 125.00% of target on his Business Unit Goals and a score of 100.00% of target on his Individual Goals, resulting in an overall weighted achievement of 132.32% of target on his Performance Bonus and his Performance Equity Grant. Alexander Brackenridge – Executive Vice President and Chief Investment Officer Mr. Brackenridge’s Business Unit Goals included capital allocation, same store performance, innovation and technology initiatives, renovation targets, advancement of sustainability and resilience capabilities, as well as political advocacy with respect to matters important to the Company. His goals also included succession planning, leadership development and talent management.

  39. 2024 Performance and Compensation

    Mr. Brackenridge’s key accomplishments in 2024 included: • Advancing the Company's capital allocation strategy of investing in our Expansion Markets, with approximately 10% of our assets (based on NOI) now located in our Expansion Markets, and reducing exposure to older or lower returning assets in selected Established Markets by purchasing approximately $1.6 billion of operating properties for prices that we believe were generally at a discount to replacement cost and that were on average five years old with a weighted average Acquisition Cap Rate of 5.1% and dispositions of approximately $975.6 million of operating properties that were on average 35 years old at a weighted average Disposition Yield of 5.4%, which the Company believes improved portfolio quality and long-term returns; • Continuing to efficiently execute the Company's spend on property-level capital expenditures by investing approximately $274.0 million in Capital Expenditures to Real Estate for Same Store Properties in 2024, approximately 45% of which was NOI-Enhancing and represented Renovation Expenditures for 3,353 same store apartment units (which were more units than originally targeted and were executed within a substantially reduced turnaround time) in addition to sustainability and property-level technology spend to improve the customer experience; • The Company’s 3.0% growth in same store revenue year-over-year, reaching the high end of the Company's original guidance and above our apartment peer group average; • Enhancing the use of data and analytics in our investment decision-making processes and cultivating an innovative mindset at the Company; • Supporting sustainability and resilience efforts that advanced the Company's sustainability goals and resulted in the Company's inclusion in both the Dow Jones Sustainability World and North America Indices, the first residential REIT to receive this distinction and one of only four U.S. REITs to be included in both indices; and • Leading the Company’s efforts in various markets to educate policy makers and the public on key political issues for the Company, such as affordable housing and rent control measures, including related successful ballot measure campaigns in California. As a result of the Company’s performance and Mr. Brackenridge’s contributions in 2024, he received a score of 140.12% of target on the Corporate Goals, a score of 125.00% of target on his Business Unit Goals and a score of 100.00% of target on his Individual Goals, resulting in an overall weighted achievement of 132.32% of target on his Performance Bonus and his Performance Equity Grant. Scott J. Fenster – Executive Vice President and General Counsel Mr. Fenster’s Business Unit Goals included legal support for property transactions and other corporate transactions, including capital markets; management of litigation; management of political and regulatory risk and legal matters in property operations, including compliance and disclosure requirements; risk management, including insurance; innovation and technology initiatives; and talent management. His goals also included legal support for political advocacy matters important to the Company, providing counsel on governance matters and succession planning. Mr. Fenster’s key accomplishments in 2024 included: • Oversight of the complex legal aspects of more than $2.5 billion in acquisitions and dispositions; • Leading the legal effort regarding compliance with complex regulatory requirements in our markets, such as regulations affecting rent and other operational issues, and managing litigation risk; • The successful legal execution of capital markets activities, including a $1.5 billion commercial paper program and a $600.0 million unsecured debt issuance; • Implementing data and analytics processes and cultivating an innovative mindset at the Company; and Successful insurance placements in an especially difficult market for multifamily real estate.

  40. 2024 Performance and Compensation

    As a result of the Company’s performance and Mr. Fenster’s contributions in 2024, he received a score of 140.12% of target on the Corporate Goals, a score of 100.00% of target on his Business Unit Goals and a score of 100.00% of target on his Individual Goals, resulting in an overall weighted achievement of 126.07% of target on his Performance Bonus and his Performance Equity Grant. 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 2023 and the actual awards granted in January/February 2025 with respect to performance under the Annual Incentive Plan in 2024 for each of the NEOs.

  41. 2024 Performance and Compensation

    | | 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 | 133.22% | $2,697,705 | $2,250,000 | 133.22% | $2,997,450 | | R. Garechana | 900,000 | 126.07% | 1,134,630 | 1,140,000 | 126.07% | 1,437,198 | | M. Manelis | 990,000 | 132.32% | 1,309,968 | 1,320,000 | 132.32% | 1,746,624 | | A. Brackenridge | 900,000 | 132.32% | 1,190,880 | 1,140,000 | 132.32% | 1,508,448 | | S. Fenster | 630,000 | 126.07% | 794,241 | 656,250 | 126.07% | 827,334 |

  42. Final Results of the 2022-2024 LTI Plan – Alignment of Pay and Performance

    Final Results of the 2022-2024 LTI Plan – Alignment of Pay and Performance In January 2022, the Company issued LTI Awards under its 2022 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 TSR and achievement of Net Debt to Normalized EBITDAre and 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 141.20% achievement for the LTI Awards at the completion of the three-year performance period from January 1, 2022 through December 31, 2024 and the resulting Share Awards.

  43. Final Results of the 2022-2024 LTI Plan – Alignment of Pay and Performance

    | Equity Residential | 43 | 2025 Proxy Statement |

  44. Final Results of the 2022-2024 LTI Plan – Alignment of Pay and Performance

    Determination of Performance of Company TSR, Net Debt to Normalized EBITDAre and Normalized FFO against Performance Metrics

  45. Final Results of the 2022-2024 LTI Plan – Alignment of Pay and Performance

    | | | 2022-2024 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 | 135.96 bps | 133.99% of Target | 46.90% | | 20.0% | Percentile ranking of Company relative to Nareit Equity Index | (500) bps | 0 bps | 500 bps | (255.76) bps | 74.42% of Target | 14.88% | | 22.5% | Net Debt to Normalized EBITDAre | 6.50x | 5.70x to 5.30x | 4.50x | 4.41x (1) | 200.00% of Target | 45.00% | | 22.5% | Normalized FFO per share | (2) | (2) | (2) | (2) | 152.98% of Target | 34.42% | | | | TOTAL % OF TARGET ACHIEVED: | | | | | 141.20% |

  46. Final Results of the 2022-2024 LTI Plan – Alignment of Pay and Performance

    (1) Per the 2022 LTI Plan, the achievement of this metric was determined on a quarterly basis and the average of the twelve quarters of each computation in the Company’s quarterly earnings releases was used in the final determination of the award. Per the 2022 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 2022 Normalized FFO of $3.52 per share (187.50% achievement), actual 2023 Normalized FFO of $3.78 per share (128.57% achievement) and actual 2024 Normalized FFO of $3.89 per share (142.86% achievement) for a blended three-year average of 152.98% achievement.

  47. Final Results of the 2022-2024 LTI Plan – Alignment of Pay and Performance

    | Equity Residential | 44 | 2025 Proxy Statement |

  48. Final Results of the 2022-2024 LTI Plan – Alignment of Pay and Performance

    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 2018-2020, 2019-2021, 2020-2022(1) and 2021-2023 LTI Plans were 61.23%, 85.74%, 25.83% and 95.56%, 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. The Company's TSR performance relative to the Nareit Apartment Index and the Nareit Equity Index collectively represent 55% of the outcome of the 2022-2024 LTI Plan. The above chart does not include Net Debt to Normalized EBITDAre and Normalized FFO per share, which collectively represent 45% of the 2022-2024 LTI Plan. These are measures the executives directly impact and which the Board believes are important to shareholder performance.

  49. Final Results of the 2022-2024 LTI Plan – Alignment of Pay and Performance

    | Equity Residential | 45 | 2025 Proxy Statement |

  50. Final Results of the 2022-2024 LTI Plan – Alignment of Pay and Performance

    Determination of Resulting Share Awards The following table sets forth the Share Awards for each grantee resulting from the 141.20% achieved as shown above.

  51. Final Results of the 2022-2024 LTI Plan – Alignment of Pay and Performance

    | | Target Number of Share Awards | Resulting Number of Share Awards | | M. Parrell | 48,623 | 68,655 | | R. Garechana | 11,149 | 15,741 | | M. Manelis | 12,078 | 17,053 | | A. Brackenridge | 10,842 | 15,308 | | S. Fenster | 5,421 | 7,654 |

  52. Final Results of the 2022-2024 LTI Plan – Alignment of Pay and Performance

    2022 Actual Compensation Achieved – Annual Incentive Plan and LTI Plan With the determination of the 2022-2024 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 2022 in relation to target, clearly illustrating the variability of compensation and link between pay and performance:

  53. Final Results of the 2022-2024 LTI Plan – Alignment of Pay and Performance

    | | Annual Salary (1) | Annual Incentive Plan (% of Target Achieved) | LTI Plan (% of Target Achieved) | Total Achieved Compensation (% of Target Achieved) | | M. Parrell | 100.00% | 159.38% | 141.20% | 144.89%(2) | | R. Garechana | 100.00% | 150.00% | 141.20% | 138.10%(3) | | M. Manelis | 100.00% | 150.00% | 141.20% | 138.10%(4) | | A. Brackenridge | 100.00% | 150.00% | 141.20% | 138.10%(5) | | S. Fenster | 100.00% | 150.00% | 141.20% | 135.30%(6) |

  54. Final Results of the 2022-2024 LTI Plan – Alignment of Pay and Performance

    (1) Annual salary equates to 100.00% achievement. (2) As a comparison, Mr. Parrell’s equivalent total achieved compensation as a percentage of target achieved for 2021, 2020 and 2019 was 125.38%, 55.96% and 121.61%, respectively. (3) As a comparison, Mr. Garechana’s equivalent total achieved compensation as a percentage of target achieved for 2021, 2020 and 2019 was 120.27%, 69.18% and 113.95%, respectively. (4) As a comparison, Mr. Manelis’ equivalent total achieved compensation as a percentage of target achieved for 2021, 2020 and 2019 was 120.98%, 72.56% and 117.71%, respectively. (5) As a comparison, Mr. Brackenridge's equivalent total achieved compensation as a percentage of target achieved for 2021 and 2020 was 125.66% and 68.85%, respectively. Mr. Brackenridge was not a participant in the 2019 LTI Plan. Thus, there are limited historical percentages of target achieved for comparison purposes. As a comparison, Mr. Fenster’s equivalent total achieved compensation as a percentage of target achieved for 2021, 2020 and 2019 was 120.50%, 75.51% and 115.14%, respectively.

  55. Final Results of the 2022-2024 LTI Plan – Alignment of Pay and Performance

    | Equity Residential | 46 | 2025 Proxy Statement |

  56. 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.

  57. Benchmarking

    | Equity Residential | 47 | 2025 Proxy Statement |

  58. Benchmarking

    Ferguson Partners performed its annual executive compensation study in 2024, 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.

  59. Benchmarking

    | Peer | Industry | UPREIT Market Capitalization | Total Capitalization | | American Tower Corporation | Specialty | $85.7 billion | $135.9 billion | | Prologis, Inc. | Industrial | $100.4 billion | $135.3 billion | | Equinix, Inc. | Data Center | $91.7 billion | $110.7 billion | | Welltower Inc. | Health Care | $80.4 billion | $97.5 billion | | Simon Property Group, Inc. | Regional Mall | $64.9 billion | $90.0 billion | | Digital Realty Trust, Inc. | Data Center | $60.8 billion | $79.6 billion | | Public Storage | Self-Storage | $52.7 billion | $66.5 billion | | Extra Space Storage Inc. | Self-Storage | $33.1 billion | $46.4 billion | | Ventas, Inc. | Health Care | $25.9 billion | $39.8 billion | | AvalonBay Communities, Inc. | Multifamily | $31.3 billion | $39.5 billion | | Equity Residential | Multifamily | $28.1 billion | $36.5 billion | | BXP, Inc. | Office | $13.1 billion | $32.0 billion | | Invitation Homes Inc. | Specialty | $19.6 billion | $27.9 billion | | Essex Property Trust, Inc. | Multifamily | $19.0 billion | $25.8 billion | | Sun Communities, Inc. | Manufactured Home | $16.0 billion | $23.8 billion | | Mid-America Apartment Communities, Inc. | Multifamily | $18.5 billion | $23.6 billion | | UDR, Inc. | Multifamily | $15.3 billion | $21.5 billion | | Camden Property Trust | Multifamily | $12.6 billion | $16.1 billion |

  60. Benchmarking

    Source: S&P Global, data as of December 31, 2024. The Compensation Committee conducted a conflict of interest assessment for 2024 services and concluded that no conflict of interest existed with respect to the work of Ferguson Partners.

  61. Policies and Practices Related to the Timing of Certain Equity Awards

    Policies and Practices Related to the Timing of Certain Equity Awards Each January, the Compensation Committee, and subsequently the Board, reviews and approves the aggregate dollar value of the equity compensation to be awarded (inclusive of Share Awards and Option Awards) to executives under the Annual Incentive Plan. The grant of approved equity awards then occurs two business days after the Company has made public its fourth-quarter earnings release on Form 8-K. Share Awards and Option Awards under our Annual Incentive Plan are granted to our executives at the same time as Share Awards and Option Awards are granted to our other employees. Each June, the Compensation Committee, and subsequently the Board, reviews and approves the aggregate dollar value of the equity compensation to be awarded (inclusive of Share Awards and Option Awards) to our trustees, which is granted on the date of the annual meeting of shareholders for service through the next annual meeting of shareholders. The number of awards granted is calculated based on (i) the closing price of the common shares on the NYSE on the grant date (or a discount thereto in the case of restricted units) for Share Awards and (ii) the Black-Scholes option value as of the grant date for Option Awards. We may grant equity awards, including Option Awards, to eligible employees outside of our annual award cycle for new hires, promotions, recognition, retention, or other purposes. In determining when to grant “off-cycle” Option Awards, the Compensation Committee generally would seek to do so at a time when the Company is not expected to be in possession of material non-public information regarding our business. During 2024, the Company did not (i) time the disclosure of material non-public information for the purpose of affecting the value of executive compensation, or (ii) grant any Option Awards to any of its NEOs in any period beginning four business days prior to the filing of a periodic report on Form 10-Q, Form 10-K or current report on Form 8-K that discloses material non-public information, and ending one business day after the filing of such Form 10-Q, Form 10-K or Form 8-K.

  62. Policies and Practices Related to the Timing of Certain Equity Awards

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  63. Policies and Practices Related to the Timing of Certain Equity Awards

    | Compensation Committee Report | |

  64. Policies and Practices Related to the Timing of Certain Equity Awards

    The Compensation Committee has reviewed and discussed the Company’s Compensation Discussion and Analysis provided above with the Company’s management. Based on this review and discussion, we recommended to the Board the Compensation Discussion and Analysis be included in this Proxy Statement. Compensation Committee: Mary Kay Haben, Chair Tahsinul Zia Huque Mark S. Shapiro Stephen E. Sterrett

  65. Policies and Practices Related to the Timing of Certain Equity Awards

    | Equity Residential | 50 | 2025 Proxy Statement |

  66. Policies and Practices Related to the Timing of Certain Equity Awards

    | Executive Compensation | |

  67. Summary Compensation Table

    Summary Compensation Table The following table shows the compensation paid by the Company to our NEOs during the years shown.

  68. 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 | | | | | | | | 2024 | $900,000 | $7,101,749 | $642,268 | $2,697,705 | $18,232 | $11,359,954 | | 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 | | Robert A. Garechana Executive Vice President & Chief Financial Officer | | | | | | | | 2024 | $600,000 | $2,112,405 | $334,187 | $1,134,630 | $12,987 | $4,194,209 | | 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 | | Michael L. Manelis Executive Vice President & Chief Operating Officer | | | | | | | | 2024 | $660,000 | $2,431,193 | $370,464 | $1,309,968 | $21,107 | $4,792,732 | | 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 | | Alexander Brackenridge Executive Vice President & Chief Investment Officer | | | | | | | | 2024 | $600,000 | $2,361,124 | $0 | $1,190,880 | $12,987 | $4,164,991 | | 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 | | Scott J. Fenster Executive Vice President & General Counsel | | | | | | | | 2024 | $525,000 | $1,115,943 | $188,304 | $794,241 | $17,844 | $2,641,332 | | 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 |

  69. Summary Compensation Table

    (1) Share Awards and Option 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 2022 LTI Plan is described on pages 43-46 in the CD&A. The grant date fair value of the 2024 LTI Awards, if earned at the 200% maximum level, for each of the NEOs is: $10,349,950 for Mr. Parrell; $2,219,884 for Mr. Garechana; $2,639,918 for Mr. Manelis; $2,219,962 for Mr. Brackenridge; and $1,102,420 for Mr. Fenster. Assumptions used in the calculation of grant date fair value for the primary grant of Share Awards and Option Awards for 2024, 2023 and 2022 are included in footnote 11 of the audited financial statements included in the Company’s Annual Report on Form 10-K for 2024. 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 2024, 2023 and 2022 consist of Performance Bonuses paid in January or February 2025, 2024 and 2023, respectively.

  70. Summary Compensation Table

    | Equity Residential | 51 | 2025 Proxy Statement |

  71. Summary Compensation Table

    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 and cybersecurity protection services. (4) 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.

  72. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table shows the number of Share Awards, Option Awards and LTI Awards granted to the NEOs in the calendar year 2024.

  73. Grants of Plan-Based Awards in 2024

    | | | 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 | 1/1/24 | — | — | 43,342 | 86,683 | 173,366 | $5,174,975 | | | 2/1/24 | 33,480 | 58,335 | | — | | 2,569,042 | | R. Garechana | 1/1/24 | — | — | 9,296 | 18,592 | 37,184 | 1,109,942 | | | 2/1/24 | 17,419 | 30,353 | | — | | 1,336,650 | | M. Manelis | 1/1/24 | — | — | 10,796 | 21,591 | 43,182 | 1,319,959 | | | 2/1/24 | 18,949 | 33,648 | | — | | 1,481,698 | | A. Brackenridge | 1/1/24 | — | — | 8,860 | 17,720 | 35,440 | 1,109,981 | | | 2/1/24 | 20,524 | — | | — | | 1,251,143 | | S. Fenster | 1/1/24 | — | — | 4,617 | 9,233 | 18,466 | 551,210 | | | 2/1/24 | 9,264 | 17,103 | | — | | 753,037 |

  74. Grants of Plan-Based Awards in 2024

    (1) Represents the 2024 grant of Share Awards and Option Awards for services performed in 2023 which were approved by the Board on January 22, 2024. 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 $60.96, 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 14, 2023 and granted in January 2024 for the 2024-2026 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 $59.70 per restricted unit and $62.64 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) $57.55 per restricted unit, a 5.6% 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) $60.96 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 $11.01 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 $59.70 per restricted unit and $62.64 per restricted share. See footnote 11 of the audited financial statements included in the Company’s Annual Report on Form 10-K for 2024 for additional discussion of the assumptions used in calculating grant date fair value of the LTI Awards and the Option Awards.

  75. Grants of Plan-Based Awards in 2024

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  76. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024

  77. Outstanding Equity Awards at December 31, 2024

    | Option Awards | | | | Share Awards | | LTI Awards | | | Number of Unexercised Option Awards | | Option Exercise Price | Option Expiration Date | 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 | | (1) | (2) | (3) | (4) | (5) | | M. Parrell | | | | | | | | | 29,693 | — | $60.76 | 02/02/27 | 87,260 | $6,261,778 | 283,335 | $20,332,120 | | 82,975 | — | 60.33 | 02/01/28 | — | — | — | — | | 75,462 | — | 67.48 | 02/12/31 | — | — | — | — | | 38,918 | 77,837 | 66.59 | 02/15/33 | — | — | — | — | | — | 58,335 | 60.96 | 02/01/34 | — | — | — | — | | R. Garechana | | | | | | | | | 2,614 | — | 64.99 | 02/04/26 | 45,453 | 3,261,707 | 61,295 | 4,398,529 | | 6,542 | — | 72.02 | 02/01/29 | — | — | — | — | | 17,520 | — | 83.08 | 01/31/30 | — | — | — | — | | 21,792 | — | 67.48 | 02/12/31 | — | — | — | — | | 8,879 | 17,760 | 66.59 | 02/15/33 | — | — | — | — | | — | 30,353 | 60.96 | 02/01/34 | — | — | — | — | | M. Manelis | | | | | | | | | 668 | — | 60.76 | 02/02/27 | 45,931 | 3,296,009 | 70,638 | 5,068,983 | | 345 | — | 60.33 | 02/01/28 | — | — | — | — | | 22,491 | — | 72.02 | 02/01/29 | — | — | — | — | | 29,580 | — | 83.08 | 01/31/30 | — | — | — | — | | 63,095 | — | 67.48 | 02/12/31 | — | — | — | — | | 19,238 | 38,478 | 66.59 | 02/15/33 | — | — | — | — | | — | 33,648 | 60.96 | 02/01/34 | — | — | — | — | | A. Brackenridge | | | | | | | | | 15,516 | — | 72.02 | 02/01/29 | 53,663 | 3,850,857 | 59,385 | 4,261,468 | | S. Fenster | | | | | | | | | 15,957 | — | 60.76 | 02/02/27 | 23,679 | 1,699,205 | 30,520 | 2,190,115 | | 29,268 | — | 60.33 | 02/01/28 | — | — | — | — | | 7,806 | — | 67.48 | 02/12/31 | — | — | — | — | | 5,180 | 10,362 | 66.59 | 02/15/33 | — | — | — | — | | — | 17,103 | 60.96 | 02/01/34 | — | — | — | — |

  78. Outstanding Equity Awards at December 31, 2024

    (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 $71.76, the closing price of the Company’s common shares at December 31, 2024. (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 2022, valued at 141.20% of the target grant, the actual achievement of the 2022 LTI Plan at the end of the three-year performance period at December 31, 2024, as further described in the CD&A beginning on page 43, (ii) January 2023, valued at approximately 132.37% of the target grant, assuming the three-year performance period from 2023-2025 had terminated and been valued as of December 31, 2024, and (iii) January 2024, valued at approximately 113.22% of the target grant, assuming the three-year performance period from 2024-2026 had terminated and been valued as of December 31, 2024. 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 $71.76, the closing price of the Company’s common shares at December 31, 2024.

  79. Outstanding Equity Awards at December 31, 2024

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  80. Option Exercises and Shares Vested During 2024

    Option Exercises and Shares Vested During 2024 The following table shows the value realized by the NEOs upon exercise of Option Awards and the vesting of Share Awards during 2024.

  81. Option Exercises and Shares Vested During 2024

    | | Option Awards | | Share Awards (1) | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Share Awards Acquired on Vesting | Value Realized on Vesting | | M. Parrell | — | — | 70,031 | $4,252,671 | | R. Garechana | — | — | 17,022(2) | 1,030,714 | | M. Manelis | — | — | 18,176 | 1,103,216 | | A. Brackenridge | — | — | 22,091 | 1,333,091 | | S. Fenster | 2,986 | $10,750 | 10,186 | 616,083 |

  82. Option Exercises and Shares Vested During 2024

    (1) Reflects the vesting of Share Awards granted in 2021 for services performed in 2020 and LTI Awards granted under the 2021 LTI Plan. (2) Includes 3,192 common shares that Mr. Garechana deferred to the SERP.

  83. Pension Benefits

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

  84. 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 2024. 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.

  85. Nonqualified Deferred Compensation

    | | Executive Contributions in 2024 (1) | Company Contributions in 2024 | Earnings (Losses) in 2024 | Withdrawals in 2024 | Balance at December 31, 2024 (2) | | M. Parrell | $0 | $0 | $1,166,037 | $0 | $11,072,700 | | R. Garechana | 364,872 | 0 | 474,123 | 0 | 2,858,006 | | M. Manelis | 55,564 | 0 | 575,982 | 0 | 3,419,326 | | A. Brackenridge | 0 | 0 | 234,045 | 0 | 2,273,821 | | S. Fenster | 180,731 | 0 | 279,985 | 0 | 2,183,257 |

  86. Nonqualified Deferred Compensation

    (1) All amounts contributed by a NEO in 2024 have been included as Salary in 2024 or Non-Equity Incentive Plan Compensation (i.e., Performance Bonus) for service in 2023 in the Summary Compensation Table, except for Mr. Garechana, where $194,584 of his contributions are from the deferral of 3,192 common shares awarded in the settlement of the 2021 LTI Plan, the target amount of which was included in Share Awards in 2021. (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 $155,000 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

  87. Nonqualified Deferred Compensation

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  88. Nonqualified Deferred Compensation

    elections are generally made by eligible employees during an open enrollment period each year for amounts to be earned or granted in the following 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.

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

    Potential Payments Upon Termination of Employment or Change in Control Change in Control Agreements The Company has Change in Control Agreements (the “CIC Agreements”) with Messrs. Parrell, Garechana, Manelis, Brackenridge and Fenster that entitle them to receive certain severance payments upon termination of employment following a Change in Control. As a condition to receiving the payments and benefits under the CIC Agreement, each NEO must execute a general release of claims in favor of the Company. The Company adopted the CIC Agreements to help ensure that the Company’s executives maintain neutrality in their decision-making process and act in the best interests of shareholders in the event of a potential merger or acquisition. A “Change in Control” will generally be deemed to have occurred upon a third party’s acquisition of 30% or more of the Company’s common shares or assets, whether through purchase, merger or consolidation. In the event that Mr. Parrell is dismissed without Cause or resigns for Good Reason (each as defined in the CIC Agreements) during the three-year period following a Change in Control, he will be entitled to all accrued but unpaid compensation, a prorated bonus and an incentive compensation grant through the date of termination and a lump sum cash severance payment equal to a 2.25 multiple of his annual base salary plus the average of his annual Performance Bonus for the last three calendar years. In the event that Messrs. Garechana, Manelis, Brackenridge or Fenster is dismissed without Cause or resigns for Good Reason during the two-year period following a Change in Control, such NEO will be entitled to all accrued but unpaid compensation, a prorated bonus and long-term incentive compensation grant through the date of termination and a lump sum cash severance payment equal to a 2.25 multiple of the NEO's annual base salary plus the NEO's target annual Performance Bonus and target Performance Equity Grant. Each NEO is also entitled to continued medical, dental, life and disability benefits for 2.25 years. Pursuant to the Company’s 2019 Share Incentive Plan (the “Share Incentive Plan”), an employee, including NEOs, will receive accelerated vesting of unvested Option Awards and Share Awards upon the termination of such employee (other than for Good Cause (as defined in the Share Incentive Plan)) at or within 24 months following a Change in Control. In the event a Change in Control occurs prior to the end of the performance period under any incomplete LTI Plan, each such LTI Award will be valued as though the performance period had ended on the date of the Change in Control to determine the actual number of restricted shares issued and/or restricted units retained by each NEO, with accelerated vesting to occur only upon a termination as described in the previous sentence or as a result of death or disability as described below. If any payments made to Mr. Parrell would result in an excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (“IRC”), he would become entitled to receive a tax reimbursement that would put him in the same financial position after-tax that he would have been in if the excise tax did not apply to such amounts. The Company will not enter into any new agreements with its executives that include excise tax gross-up provisions with respect to payments contingent upon a Change in Control, and has not since March 2009. If any payments or benefits received or to be received by Messrs. Garechana, Manelis, Brackenridge or Fenster would subject the NEO to the excise tax imposed by the IRC, the NEO’s payments and benefits will be reduced to the extent necessary to avoid such excise tax, but only if such a reduction of pay or benefits would result in a greater net after-tax amount for the NEO. If not, the NEO’s payments and benefits would be subject to excise tax. This provision is commonly referred to as a “modified cutback.”

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

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

    Executive Severance Plan The Company has an Executive Severance Plan (the "Severance Plan") applicable to Messrs. Parrell, Garechana, Manelis, Brackenridge and Fenster that entitles them to receive certain severance payments in the event of a termination of employment by the Company without Cause (and other than as a result of the NEO's death or disability) or by the NEO for Good Reason (each as defined in the Severance Plan and each event, a “Qualifying Termination”). The Company adopted the Severance Plan to provide a standardized and typical framework for severance arrangements that will provide increased certainty for the Company's executives and the Company in the event of a non-change in control severance. The Severance Plan is expected to assist the Company with the retention and recruitment of key executives, provide the Company with important protections and reduce costs in the event of a dispute. As a condition to becoming eligible for benefits under the Severance Plan, a NEO must enter into a participation notice and agreement. Receipt of benefits under the Severance Plan is also subject to the NEO's execution and non-revocation of a general release of claims in favor of the Company and continued compliance with the restrictive covenants related to post-employment non-solicitation and non-competition for 24 months for the Chief Executive Officer or 18 months for the other NEOs following a Qualifying Termination and indefinite covenants covering trade secrets, confidentiality and non-disparagement. In the event of a Qualifying Termination with respect to Mr. Parrell, he will be entitled to all accrued but unpaid compensation; a lump sum prorated cash payment based on his target annual Performance Bonus and target Performance Equity Grant; and a cash severance payment equal to a 2.0 multiple of his annual base salary plus his target annual Performance Bonus, payable in equal monthly installments over 24 months. In the event of a Qualifying Termination with respect to Messrs. Garechana, Manelis, Brackenridge or Fenster, such NEO will be entitled to all accrued but unpaid compensation; a lump sum prorated cash payment based on his target annual Performance Bonus and target Performance Equity Grant; and a cash severance payment equal to a 1.5 multiple of his annual base salary plus his target annual Performance Bonus, payable in equal monthly installments over 18 months. The Company and the applicable NEO will share responsibility for the payment of premiums required to maintain medical, dental and vision COBRA continuation coverage for such NEO and his dependents and beneficiaries under the Company's group health insurance plan at substantially the same level as provided immediately prior to a Qualifying Termination, with such NEO paying the same portion of the premium which he had been paying (or such amount as similarly situated active Company executives would pay) and the Company covering the remaining cost, for a period of 24 months for Mr. Parrell or 18 months for the other NEOs. Each NEO is also entitled to a cash payment equal to the sum of each LTI Award that is incomplete as of the date of Qualifying Termination, with each LTI Award pro rated based on the number of days elapsed under each LTI Plan in relation to the full 36 months in the performance period, valued as if the performance period ended on the date of Qualifying Termination, vested, and paid in equal monthly installments over 24 months for Mr. Parrell or 18 months for the other NEOs. Any unvested Option Awards and Share Awards held by a NEO will immediately vest at the time of a Qualifying Termination, and any vested Option Awards will continue to be exercisable until the expiration of the severance payment period, which is 24 months for Mr. Parrell and 18 months for the other NEOs.

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

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

    Death, Disability and 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 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 (as defined in the Share Incentive Plan)): (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. 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. Pursuant to each LTI Plan, if death, disability or a qualifying retirement (either age 62 or the Rule of 70) with respect to a NEO occurs during the first year of the performance period, such NEO's LTI Award will be prorated in the proportion that the number of days employed during such year bears to 365 (or 366 if such year is a leap year). The number of resulting restricted shares and/or restricted units (based on the pro-rated LTI Award) would continue to be determined at the end of the performance period. Vesting is immediate for death, disability and age 62 retirement events, provided the grantee signs a release in a form that is reasonably satisfactory to the Company releasing the Company from customary claims in the case of age 62 retirement. In the event of a Rule of 70 retirement, vesting continues after retirement per the original schedule, provided the grantee signs a release in a form that is reasonably satisfactory to the Company releasing the Company from customary claims and also containing non-competition and employee non-solicitation provisions and complies with such non-competition and employee non-solicitation provisions. None of the NEOs are "age 62 eligible employees" and thus would not receive accelerated vesting under the LTI Plans in the case of retirement. Pursuant to the Company's Share Incentive Plan, an employee will receive accelerated vesting of unvested Option Awards and Share Awards upon the death or disability of such employee.

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

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

    Potential Severance Payments The following table discloses the potential severance benefits that would be provided by the Company to each NEO under the Company’s contractual obligations and the value of the accelerated vesting of equity awards in the event of the various termination of employment scenarios described below or a Change in Control of the Company on December 31, 2024.

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

    | Event | M. Parrell | R. Garechana | M. Manelis | A. Brackenridge | S. Fenster | | Change in Control with termination without Cause: | | | | | | | Cash Severance (1) | $7,983,537 | $5,940,000 | $6,682,500 | $5,940,000 | $4,075,313 | | Accrued Bonus and LTC (2) | 4,275,000 | 2,040,000 | 2,310,000 | 2,040,000 | 1,286,250 | | Healthcare Benefits (3) | 75,876 | 23,475 | 75,876 | 54,002 | 42,915 | | Excise Tax Gross-Up (4) | 14,775,656 | — | — | — | — | | Unvested Equity Awards (5) | 27,626,332 | 8,079,868 | 8,927,321 | 8,112,324 | 4,127,604 | | Total: | $54,736,401 | $16,083,343 | $17,995,697 | $16,146,326 | $9,532,082 | | Termination by Executive for Good Reason or by Company without Cause: | | | | | | | Cash Severance (6) | $5,850,000 | $2,250,000 | $2,475,000 | $2,250,000 | $1,732,500 | | Accrued Bonus and LTC (7) | 4,275,000 | 2,040,000 | 2,310,000 | 2,040,000 | 1,286,250 | | Healthcare Benefits (8) | 41,957 | 11,830 | 31,556 | 20,772 | 19,743 | | Excise Tax Gross-Up | — | — | — | — | — | | Unvested Equity Awards (9) | 20,143,630 | 6,486,724 | 7,060,867 | 6,578,120 | 3,330,614 | | Total: | $30,310,587 | $10,788,554 | $11,877,423 | $10,888,892 | $6,369,107 | | Death or Disability: | | | | | | | Cash Severance | — | — | — | — | — | | Accrued Bonus and LTC | — | — | — | — | — | | Healthcare Benefits | — | — | — | — | — | | Excise Tax Gross-Up | — | — | — | — | — | | Unvested Equity Awards (5) | $27,626,332 | $8,079,868 | $8,927,321 | $8,112,324 | $4,127,604 | | Total: | $27,626,332 | $8,079,868 | $8,927,321 | $8,112,324 | $4,127,604 | | Change in Control without termination; Voluntary Resignation/Retirement; Termination for Cause: | | | | | | | Cash Severance | — | — | — | — | — | | Accrued Bonus and LTC | — | — | — | — | — | | Healthcare Benefits | — | — | — | — | — | | Excise Tax Gross-Up | — | — | — | — | — | | Unvested Equity Awards | — | — | — | — | — | | Total: | — | — | — | — | — |

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

    (1) The cash severance due Mr. Parrell is 2.25 times the sum of base salary and average Performance Bonus paid in the last three calendar years. The cash severance due Messrs. Garechana, Manelis, Brackenridge and Fenster is 2.25 times the sum of their respective base salary, target Performance Bonus and target Performance Equity Grant. (2) Represents the target Performance Bonus and the target Performance Equity Grant of Share Awards and Option Awards under the Annual Incentive Plan for services performed in 2024, which otherwise would have been paid in 2025. (3) Represents the cost of the continuation of healthcare benefits for the applicable time periods described above. Upon a Change in Control of the Company, the executive may be subject to certain excise taxes under Section 280G of the IRC to the extent that the present value of certain Change in Control payments received by the executive pursuant to the Change in Control of the

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

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

    Company equals or exceeds an amount equal to the prior five-year average of the executive’s Form W-2 compensation. The Company has agreed to reimburse Mr. Parrell pursuant to the CIC Agreement for those excise taxes as well as any income and excise taxes payable by him as a result of any reimbursements for such taxes. The Company will not enter into any new agreements with its executives that include excise tax gross-up provisions with respect to payments contingent upon a Change in Control, and has not since March 2009. The amount shown takes into account acceleration of unvested equity awards disclosed below. (5) The dollar amount shown equals the number at December 31, 2024 of outstanding unvested equity awards, including, but not limited to: (i) the number of unvested 2024 LTI Awards valued at approximately 113.22% of target, assuming the three-year performance period from 2024-2026 had terminated and been valued as of December 31, 2024, multiplied by $71.76, the closing price of the Company’s common shares on December 31, 2024; (ii) the number of unvested 2023 LTI Awards valued at approximately 132.37% of target, assuming the three-year performance period from 2023-2025 had terminated and been valued as of December 31, 2024, multiplied by $71.76, the closing price of the Company’s common shares on December 31, 2024; (iii) the actual number of unvested 2022 LTI Awards resulting from the settlement of such awards at the completion of the three-year performance period from 2022-2024, multiplied by $71.76, the closing price of the Company’s common shares on December 31, 2024; and (iv) restricted units whose capital accounts had not yet reached a specified target for federal income tax purposes and thus are forfeitable, valued at the closing price of the Company’s common shares on December 31, 2024. (6) The cash severance due Mr. Parrell is 2 times the sum of base salary and target Performance Bonus. The cash severance due Messrs. Garechana, Manelis, Brackenridge and Fenster is 1.5 times the sum of their respective base salary and target Performance Bonus. (7) Represents the target Performance Bonus and the target Performance Equity Grant of Share Awards and Option Awards under the Annual Incentive Plan for services performed in 2024, which otherwise would have been paid in 2025. (8) Represents the cost of the continuation of healthcare benefits for the applicable time periods described above. (9) The dollar amount shown equals the number at December 31, 2024 of outstanding unvested equity awards, including, but not limited to: (i) the number of unvested 2024 LTI Awards, prorated at approximately 33.3% and valued at approximately 113.22% of target, assuming the three-year performance period from 2024-2026 had terminated and been valued as of December 31, 2024, multiplied by $71.76, the closing price of the Company’s common shares on December 31, 2024; (ii) the number of unvested 2023 LTI Awards, prorated at approximately 66.7% and valued at approximately 132.37% of target, assuming the three-year performance period from 2023-2025 had terminated and been valued as of December 31, 2024, multiplied by $71.76, the closing price of the Company’s common shares on December 31, 2024; (iii) the actual number of unvested 2022 LTI Awards resulting from the settlement of such awards at the completion of the three-year performance period from 2022-2024, multiplied by $71.76, the closing price of the Company’s common shares on December 31, 2024; and (iv) restricted units whose capital accounts had not yet reached a specified target for federal income tax purposes and thus are forfeitable, valued at the closing price of the Company’s common shares on December 31, 2024. The following benefits apply generally to all similarly situated employees and are not included in the above table: • Distributions of plan balances under the Company’s SERP as shown in the Nonqualified Deferred Compensation table; and Payments and benefits to the extent they are provided on a non-discriminatory basis to all employees generally upon termination of employment including: (i) accrued salary and vacation pay; (ii) distributions of plan balances under the Company’s 401(k) plan; and (iii) life insurance proceeds in the event of death.

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

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  101. 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 2,500 employees located solely within the United States, with approximately 650 located in the Company’s Chicago headquarters and other corporate offices, and the remaining approximately 1,850 serving our residents every day on-site at our communities. For purposes of calculating annual total compensation under SEC rules, the Company identified a 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. SEC rules permit us to use the same median employee for up to three years unless there has been a change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change in our pay ratio disclosure. In the event of such a change, SEC rules permit us to use another employee whose compensation is substantially similar to the original median employee based on the compensation measure used to select the original median employee. The median employee we selected on December 31, 2023 is no longer with the Company. Accordingly, the Company revisited the data from December 31, 2023 and selected a substitute median employee as of December 31, 2024 whose compensation was next closest to the original median employee’s compensation value and calculated 2024 total compensation for such employee using the same methodology as used for Mr. Parrell's Total Compensation as reflected in the Summary Compensation Table. Based on this calculation, the 2024 total compensation for our median employee was $71,418 and the 2024 total compensation for Mr. Parrell as reflected in the Summary Compensation Table was $11,359,954. The ratio of Mr. Parrell’s compensation to that of the median employee is 159:1. 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 ten 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.

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  103. 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.

  104. 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) | | 2024 | $11,359,954 | $19,067,282 | $3,948,316 | $5,861,714 | $106.37 | $123.25 | $1,070,975,000 | $3.89 | | 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 | 120.28 | 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 |

  105. Pay Versus Performance

    (1) See the SCT on page 51 for detail on the SCT total compensation for our PEO and the average SCT total compensation for the non-PEO NEOs for 2024, 2023 and 2022. The SCT total compensation for our PEO and the average SCT total compensation for the non-PEO NEOs for 2021 and 2020 were calculated from the SCT as disclosed in our Proxy Statement filed with the SEC in calendar year 2022. (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 2024 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.

  106. 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 | | 2024 | $11,359,954 | ($7,101,749) | ($642,268) | $15,451,345 | $19,067,282 |

  107. 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 | | 2024 | $10,485,266 | $5,013,519 | $0 | ($47,440) | $15,451,345 |

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  109. Pay Versus Performance

    The non-PEO NEOs for 2024, 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 2024 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.

  110. 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 | | 2024 | $3,948,316 | ($2,005,166) | ($223,240) | $4,141,804 | $5,861,714 |

  111. 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 | | 2024 | $3,033,564 | $1,125,002 | $0 | ($16,762) | $4,141,804 |

  112. 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 2024 Annual Report to Shareholders for the fiscal year ending December 31, 2024. 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 80.

  113. Pay Versus Performance

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  114. Pay Versus Performance

    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, 2023 and 2024. CAP vs. Company TSR and Peer Group TSR Chart 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.

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  116. Pay Versus Performance

    Net income is impacted by depreciation and gains or losses from sales of real estate, among other items. While dispositions of real estate are part of the Company's overall strategy, the Company believes the operating performance of its real estate from period to period is a more appropriate measure of its value creation. Accordingly, the Company does not consider net income as an appropriate indicator of the Company's performance and thus does not use the measure in determining executive compensation. The Company believes Normalized FFO per share is an important measure of the Company's performance and thus has included it as a performance metric in determining executive compensation under both its Annual Incentive Plan and LTI Plan. See page 37 for more information on Normalized FFO per share and its significance to the Company. Under the Company's LTI Plan, the results of Normalized FFO per share are determined for each calendar year of the three-year performance period and the average of the three years is used in the final determination of the LTI Award. Thus, a portion of the CAP to the PEO and non-PEO NEOs reflected in the graph above is based on the results of Normalized FFO per share over a three-year period, in addition to the portion based on the Normalized FFO per share reported for each respective calendar year. Even though Normalized FFO per share is an important measure for the Company, it may not always show a direct relationship to CAP for at least the following reasons, in addition to the timing considerations discussed in the previous paragraph: • This measure is only one component of executive compensation and works in conjunction with the other performance measures comprising the Annual Incentive Plan and LTI Plan (most of which appear in the tabular list below). • A portion of the amount of the Share Awards and Option Awards granted to the NEOs depends on the difference between the target amount or range of Normalized FFO per share set by the Compensation Committee for the year and actual results for the year. For example: o In 2020, target Normalized FFO per share was determined prior to the COVID-19 pandemic and was not changed, resulting in 0% of target being achieved. o In 2021, Normalized FFO per share far exceeded the Company's initial expectations because the Company's business did not decline as much as anticipated at the beginning of 2021 when the Company's public guidance (and executive compensation targets) were determined. This was due to

  117. Pay Versus Performance

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  118. Pay Versus Performance

    management's aggressive efforts to stabilize the business and unexpectedly rapid improvement in some of our business metrics, resulting in 200% of target being achieved. • 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, as can be seen by the Company TSR reflected in the PVP Table. In addition, Normalized FFO per share is a measure based on historical performance, whereas TSR measures are based on share prices, which are forward-looking. Our NEOs' compensation includes both types of measures of value creation, which do not always move in sync, especially over a calendar year period. The below list sets forth the most important financial performance measures used by the Company to link compensation paid to the NEOs in 2024. For additional information regarding the impact these measures have on executive compensation, please see the CD&A.

  119. Pay Versus Performance

    | Most Important Financial Performance Measures | | Normalized FFO per Share | | Annual Growth in Same Store NOI | | Normalized G&A and Property Management Costs | | Net Debt to Normalized EBITDAre | | TSR Relative to Nareit Apartment Index | | TSR Relative to Nareit Equity Index |

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  121. Pay Versus Performance

    | Trustee Compensation | |

  122. Pay Versus Performance

    Effective in June 2024, the compensation of the Company’s trustees (excluding Mr. Parrell) consists of an annual cash retainer and Share Awards and Option Awards with values as follows, calculated for the fiscal year from the 2024 Annual Meeting of Shareholders to the 2025 Annual Meeting of Shareholders:

  123. Pay Versus Performance

    | | Fees | | Annual Retainer | | | Cash | $90,000 | | Equity (Share Awards and Option Awards) | 210,000 | | Total: | $300,000 | | Other Compensation | | | Chairman of the Board | $250,000 | | Lead Trustee | 50,000 | | Audit – Chair | 35,000 | | Compensation – Chair | 30,000 | | Governance – Chair | 25,000 | | Audit – Member | 17,500 | | Compensation – Member | 15,000 | | Governance – Member | 12,500 | | Executive – Member | 4,000 |

  124. Pay Versus Performance

    The Board generally reviews its compensation every two years and last provided for an increase in June 2024. The Chairman of the Board fee was instituted in June 2023 following the appointment of our current Chairman, Mr. Neithercut, in May 2023 (his predecessor received an LTI Award for his service in lieu of other trustee fees), and did not increase for 2024. Trustees who are first appointed or elected to the Board after an annual meeting of shareholders receive prorated cash fees and long-term incentive grants for their service until the next annual meeting of shareholders. The Company also reimburses the trustees for travel and other expenses incurred in connection with their activities on behalf of the Company. Trustees do not have pension benefits and are not entitled to any above-market or preferential earnings on nonqualified deferred compensation. Trustees are eligible to purchase shares not to exceed $100,000 per year under the Company’s Employee Share Purchase Plan at the discounted purchase price under such plan. Non-employee trustees do not participate in the Company’s 401(k) plan and do not receive any matching contributions on any trustee compensation.

  125. Pay Versus Performance

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  126. Pay Versus Performance

    Trustee Compensation The following table shows the compensation paid to our non-employee trustees for their service on the Board during the 2024 calendar year.

  127. Pay Versus Performance

    | | Annual Cash Fees | Share Awards (1) | Option Awards (1) | Total | | Angela M. Aman | $138,977 | $209,995 | — | $348,972 | | Linda Walker Bynoe | 140,302 | 209,995 | — | 350,297 | | Mary Kay Haben | 142,802 | 209,996 | — | 352,798 | | Ann C. Hoff | 83,826 | 258,782(2) | — | 342,608 | | Tahsinul Zia Huque | 115,151 | 209,995 | — | 325,146 | | Nina P. Jones | 93,008 | 258,776(2) | — | 351,784 | | John E. Neal | 110,326 | 157,480 | $52,508 | 320,314 | | David J. Neithercut | 94,000 | — | 459,992(3) | 553,992 | | Mark S. Shapiro | 115,151 | 209,995 | — | 325,146 | | Stephen E. Sterrett | 169,453 | 209,996 | — | 379,449 |

  128. Pay Versus Performance

    (1) For service provided by the Board from the June 2024 Annual Meeting of Shareholders to the June 2025 Annual Meeting of Shareholders, each trustee (with the exception of Mr. Parrell) received an annual long-term compensation grant of $210,000 on June 20, 2024, which was allocated at the election of the trustee to any combination of Share Awards and Option Awards, utilizing the same valuation criteria as approved by the Board for the annual long-term compensation grants to the Company’s executives. All such Share Awards and Option Awards will vest in full on the first anniversary of the grant date. Trustees are also entitled to certain vesting benefits upon retirement, as described in the “Death, Disability and Retirement Benefits” discussion in “Executive Compensation.” Generally, retirement means termination of service on the Board (other than for good cause) on or after age 72. The dollar value of the restricted shares was calculated based on the closing price of the Company’s common shares on the grant date of $67.85. The dollar value of the restricted units was calculated based on a price of $62.76 per restricted unit, a 7.5% 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. The Option Awards were granted at an exercise price equal to the closing share price of the common shares on the grant date of $67.85. The grant date fair value of $12.32 per Option Award was calculated using the modified Black-Scholes option pricing model and the following assumptions: an estimated time until exercise of 5 years, a volatility of 23.70%, a risk-free interest rate of 4.26% and a dividend yield of 3.77%. (2) Each of Ms. Hoff and Ms. Jones was appointed to the Board on March 19, 2024 and received a long-term compensation grant on March 19, 2024, prorated from the date of her appointment to the Board to the 2024 Annual Meeting of Shareholders, in the amount of $48,798, which was comprised of Share Awards that vest in full on the first anniversary of the grant date. The dollar value of the restricted shares was calculated based on the closing price of the Company’s common shares on the grant date of $62.22. The dollar value of the restricted units was calculated based on a price of $57.55 per restricted unit, a 7.5% 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. (3) For service as Chairman of the Board from the June 2024 Annual Meeting of Shareholders to the June 2025 Annual Meeting of Shareholders, Mr. Neithercut received a fee of $250,000, which he elected to receive as an Option Award, the terms and value of which were determined in the same manner as Option Awards granted to other trustees as described in footnote (1) to this table. The Company entered into an Executive Retirement Benefits Agreement with Mr. Neithercut in February 2001 which provides him, after his retirement from the Company, with health and life insurance benefits for the remainder of his life in the same amounts and at the same rates as applicable to any then employed executive. Based on current assumptions, the present value of these payments as of December 31, 2024 is $503,590.

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  130. Pay Versus Performance

    Trustee Compensation The following table shows the number of outstanding unvested Share Awards and all outstanding Option Awards held by each non-employee trustee at December 31, 2024.

  131. Pay Versus Performance

    | | Unvested Share Awards | Unvested and Vested Option Awards | | Angela M. Aman | 3,346 | — | | Linda Walker Bynoe | 3,346 | — | | Mary Kay Haben | 3,095 | 8,064 | | Ann C. Hoff | 3,895 | — | | Tahsinul Zia Huque | 3,346 | — | | Nina P. Jones | 3,879 | — | | John E. Neal | 2,321 | 67,321 | | David J. Neithercut | — | 1,460,869 | | Mark S. Shapiro | 3,346 | — | | Stephen E. Sterrett | 3,095 | 2,101 |

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  133. Pay Versus Performance

    | Audit Committee Report | |

  134. Pay Versus Performance

    The Audit Committee reviews the Company’s financial reporting process on behalf of the Board. The Company’s management has the primary responsibility for establishing and maintaining adequate internal financial controls, for preparing the financial statements and for the public reporting process. Ernst & Young LLP (“Ernst & Young”), the Company’s independent registered public accounting firm for 2024, was responsible for expressing opinions on the conformity of the Company’s audited financial statements with generally accepted accounting principles and on the effectiveness of the Company’s internal controls over financial reporting. In this context, the Audit Committee has reviewed and discussed with management and Ernst & Young the audited financial statements for the year ended December 31, 2024, and Ernst & Young’s evaluation of the Company’s internal controls over financial reporting. The Audit Committee has discussed with Ernst & Young the matters that are required to be discussed by applicable auditing standards. Ernst & Young has provided to the Audit Committee the written disclosures and the letter required by applicable independence standards, and the Audit Committee has discussed with Ernst & Young the firm’s independence. The Audit Committee has concluded that Ernst & Young’s provision of audit and non-audit services to the Company and its affiliates is compatible with Ernst & Young’s independence. In reliance on the review and discussions referred to above, the Audit Committee recommended to the Board the inclusion of the Company’s audited consolidated financial statements in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, for filing with the SEC. Audit Committee: Angela M. Aman, Chair Linda Walker Bynoe Ann C. Hoff Nina P. Jones John E. Neal Stephen E. Sterrett

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  136. Pay Versus Performance

    | Matters for Shareholder Voting | |