DEF 14A of Douglas Emmett Inc
Filed Apr 18, 2025 · FY20240001364250-25-000018
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Information Concerning Nominees
Information Concerning Nominees Our Board currently has ten members, all of whose terms expire at our Annual Meeting and eight of whom are nominated for re-election to a term that will expire at our 2026 annual meeting of stockholders. Dan A. Emmett and Ray C. Leonard have informed the company that they will not stand for re-election at the end of their current term and the Board has reduced the number of members of the Board to eight, effective at the Annual Meeting. Each of the nominees was nominated based on the assessment of our Nominating and Corporate Governance Committee and our Board that each nominee can make meaningful contributions to the oversight of our business and affairs, have a reputation for honesty and ethical conduct in their personal and professional activities and exhibit independence, experience and strong communication and analytical skills. Pursuant to our Corporate Governance Guidelines, we seek to have our Board consist of members representing a diverse and complementary mix of skills, experience, perspectives and backgrounds. As of April 1, 2025, our longest serving independent director had served for eighteen years, while the average service period of our independent directors was approximately eleven years.
Information Concerning Nominees
| Name | Age(1) | Title | | Jordan L. Kaplan | 63 | President and CEO | | Kenneth M. Panzer | 64 | Director and COO | | Leslie E. Bider* | 74 | Director | | Dorene C. Dominguez* | 62 | Director | | Virginia A. McFerran* | 61 | Director | | Thomas E. O'Hern* | 69 | Director | | William E. Simon, Jr.* | 73 | Director | | Shirley Wang* | 56 | Director |
Information Concerning Nominees
_______________________________ (1) Age as of April 1, 2025. * Independent director. Jordan L. Kaplan. Mr. Kaplan has served as our President and CEO and a member of our Board since our inception. Mr. Kaplan joined our predecessor operating companies in 1986, co-founded our immediate predecessor in 1991 and served as the Chief Financial Officer for our predecessor operating companies from 1991 to 2006. Mr. Kaplan received his bachelor's degree from the University of California, Santa Barbara in 1983 and his M.B.A. from the University of California, Los Angeles in 1986. Mr. Kaplan was nominated as a result of his position as our President and CEO and his extensive knowledge of our operations and markets. Kenneth M. Panzer. Mr. Panzer has served as our COO and a member of our Board since 2006. Mr. Panzer joined our predecessor operating companies in 1984, co-founded our immediate predecessor in 1991 and served as the Chief Operating Officer of our predecessor operating companies from 1991 to 2006. Mr. Panzer received his bachelor's degree from Penn State University in 1982. Mr. Panzer was nominated as a result of his position as our COO and his extensive knowledge of our operations and markets. Leslie E. Bider. Mr. Bider has served as a member of our Board since 2006. Mr. Bider is a retired executive and investor managing his family office and family foundation. From 2008 to 2021, Mr. Bider was the Chief Executive Officer and Vice Chairman of PinnacleCare, a Private Health Advisory firm. From 2007 to 2008, he was the Chief Strategist at ITU Ventures, a Los Angeles-based Venture Capital firm. From 2005 to 2007, Mr. Bider served as an executive in residence at Elevation Partners. Mr. Bider was the Chairman and Chief Executive Officer of Warner Chappell Music, Inc., one of the world's largest music publishing companies, from 1987 to 2005. Prior to that, Mr. Bider served as Chief Financial Officer and Chief Operating Officer of Warner Bros. Music and was a CPA and principal in an accounting firm specializing in the entertainment industry. Mr. Bider holds a bachelor's degree in accounting from University of Southern California and an M.S. from the Wharton School. Mr. Bider was nominated based on the entirety of his experience and skills, although the Nominating and Corporate Governance Committee and Board specifically noted his experience in real estate, including his prior service as a director at a large commercial real estate firm, his knowledge of financial and accounting matters and his operating experience in several industries. Dorene C. Dominguez. Ms. Dominguez has served as a member of our Board since 2021. Since 1985 Ms. Dominguez has worked for Vanir Construction Management, Inc. and in 2004 she became the Chairwoman and Chief Executive Officer of Vanir Group of Companies, and its subsidiaries, Vanir Development Company Inc. and Vanir Construction Management Inc., which respectively specialize in commercial and institutional real estate development and construction management. She is on the board of KB Home, the University of Notre Dame Board of Trustees, and the Aspen Institute for Latinos and Society, and a former member of the Coca-Cola Hispanic Advisory Council and CIT Group Board. She is also the first Latina to become a governor of the NBA Sacramento Kings. Ms. Dominguez holds a bachelor's degree in business administration with a concentration in finance from the University of Notre Dame and a certificate in corporate governance from Harvard University. Ms. Dominguez was nominated based on the entirety of her experience and skills, although the Nominating and Corporate Governance Committee and Board specifically noted her experience in real estate development and construction, (two growing aspects of our business) and her operating experience. Virginia A. McFerran. Ms. McFerran has served as a member of our Board since 2015. Ms. McFerran is an investor and advisor to technology companies and healthcare organizations embracing new technology. From 2019 to 2020 she served as the VP of Global Partnerships at Google Health. From 2016 to 2018 Ms. McFerran was the President and Chief Executive Officer of Optum Analytics, an information and technology-enabled health services business. From 2009 to 2014, Ms. McFerran served as Chief Information Officer of the UCLA Health system. Prior to joining UCLA, Ms. McFerran was the Chief Information Officer of Weill Cornell Medical Center in New York and the Chief Information Officer of The Salk Institute, after having held technical leadership positions at The University of Washington and Microsoft Corporation. Ms. McFerran holds a bachelor's degree from University of Georgia and an M.S. from Seattle University. Ms. McFerran was nominated based on the entirety of her experience and skills, although the Nominating and Corporate Governance Committee and Board specifically noted her familiarity with the medical and technology industries generally (two of our key tenant drivers) and her expertise in information technology and systems, which play increasingly critical roles in our business. Thomas E. O'Hern. Mr. O'Hern has served as a member of our Board since 2006. Mr. O'Hern served as the Chief Executive Officer of The Macerich Company ("Macerich"), a REIT specializing in retail real estate from January 1, 2019 to February 29, 2024. Prior to becoming Chief Executive Officer, Mr. O'Hern was Senior Executive Vice President, Chief Financial Officer and Treasurer of Macerich. Prior to joining Macerich in 1993, Mr. O'Hern served as a Chief Financial Officer of several commercial real estate companies. Mr. O'Hern worked as a Certified Public Accountant for Arthur Andersen & Co. from 1978 to 1984. Mr. O'Hern also serves on the Torrance Memorial Medical Center Foundation Board of Trustees. Mr. O'Hern holds a bachelor's degree from California Polytechnic University, San Luis Obispo. Mr. O'Hern was nominated based on the entirety of his experience and skills, although the Nominating and Corporate Governance Committee and Board specifically noted his experience in real estate, including his service as Chief Executive Officer and Chief Financial Officer at Macerich and his knowledge of financial and accounting matters. William E. Simon, Jr. Mr. Simon, has served as a member of our Board since 2012. Mr. Simon is Partner Emeritus of Simon Quick Advisors, a firm that provides wealth management, investment consulting, and family office services to its clients. He previously served as a Partner at Simon Quick Advisors from 2016 to 2020. Prior to becoming a partner at Simon Quick Advisors, he was Co-Chairman of William E. Simon & Sons, L.L.C. an investment firm that he co-founded in 1988. From 1990 to 2005, Mr. Simon was a co-founder and Advisory Director of William E. Simon & Sons Municipal Securities, Inc., a municipal bond company, and from 1973 to 1979 held senior positions on the municipal securities and foreign exchange desk at Morgan Guaranty Trust Company. He was an Assistant United States Attorney in the Southern District of New York from 1985 to 1988. Mr. Simon is currently an Assistant Adjunct Professor in the UCLA Undergraduate Department of Economics and Founding Director of the UCLA Value Investing Program. He also serves as an Adjunct Instructor for the Williams College Leadership Studies Program. Mr. Simon holds a bachelor's degree in history from Williams College where he is a Lifetime Emeritus Trustee and a J.D. from Boston College Law School. Mr. Simon was nominated based on the entirety of his experience and skills, although the Nominating and Corporate Governance Committee and Board specifically noted his experience in investing in real estate and other investments and his knowledge of financial matters.
Information Concerning Nominees
Shirley Wang. Ms. Wang has served on our Board since April 1, 2022. Ms. Wang is the founder of Plastpro Inc., a fiberglass door manufacturing company, and has served as its Chief Executive Officer since 1994. Prior to her career as an entrepreneur, Ms. Wang held executive and sales positions at Citicorp and J. Walter Thompson Advertising. Ms. Wang previously served on the board of Preferred Bank, a NASDAQ listed corporate bank. Ms. Wang serves as a trustee on the Columbia University Board of Trustees. Ms. Wang holds a bachelor's degree from the University of California Los Angeles and a Masters of Business Administration from Columbia University. Ms. Wang was nominated based on the entirety of her experience and skills, although the Nominating and Corporate Governance Committee and Board specifically noted her experience in manufacturing and construction, and her operating experience.
Directors not standing for re-election
Directors not standing for re-election Two of our current directors each informed our Nominating and Governance Committee that he did not wish to stand for re-election for the upcoming year and will retire as of the Annual Meeting. Each indicated that their decision did not reflect any disagreement with the Company on any matter relating to our operations, policies or practices. The Board expressed its appreciation to each of our retiring directors for their service to the Company. Dan A. Emmett. Mr. Emmett has served as the Chairman of our Board since our inception. Mr. Emmett served as an executive officer of our Company from our inception until he retired from his executive officer position in August 2023. Mr. Emmett co-founded our original predecessor in 1971 and our immediate predecessor in 1991. His personal family office is engaged in investment activities through various investment entities, none of which are affiliated with us. Mr. Emmett received his bachelor's degree from Stanford University in 1961 and his J.D. from Harvard University in 1964. Ray C. Leonard. Mr. Leonard has served on our board since April 1, 2022. Mr. Leonard is a legendary boxer, philanthropist, bestselling author, television personality, and ringside commentator. Since 2013 he has served as President of the Sugar Ray Leonard Foundation which is committed to funding pediatric diabetes research and helping children live healthier lives. As a prominent and respected figure, Mr. Leonard has done commercial endorsements for numerous companies and appeared in numerous television shows and movies. For over 20 years, he has also been in demand as a motivational speaker. His boxing career includes an Olympic Gold Medal in 1976, six world titles in five weight classes and induction into the International Boxing Hall of Fame.
Our Executive Compensation Philosophy
Our Executive Compensation Philosophy Our Compensation Committee designs our compensation programs to reflect the following principles: •We Pay for Performance: We believe in compensating our NEOs based on their performance ("pay for performance"). We tie our management's compensation directly and substantially to both our assessment of their performance in the year of grant, as well as to the future performance of our stock. Thus, approximately 91% of our CEO's and COO's total annual compensation in 2024, and approximately 71% of our other NEOs' compensation in 2024, was in the form of contingent restricted equity, the amount of which was based on our Compensation Committee's evaluation of their performance against predetermined goals during 2024. The restricted equity grants are subject to a future stock performance hurdle, and are restricted from transfer for four to seven years after grant, based on the date of vesting. •We Reward Long-Term Value Creation: We manage our business with a focus on long-term value creation. Our acquisitions and development projects typically take many years to complete and stabilize. For example, we started working on entitlements for our Landmark LA apartment development in Brentwood in 2012, started construction in 2018, welcomed our first tenants in 2022, and completed leasing to a stabilized level in 2023. A current example of this long-term focus is the redevelopment of our Barrington Plaza residential property. While the removal of the residential tenants reduces our current FFO, the retrofit and modernization are expected to significantly enhance the safety of the towers and the long-term value of the property. In addition, building and maintaining our unique operating platform requires a commitment to long-term investments. We believe that our NEOs' compensation should align incentive compensation opportunities with not only the Company's corporate strategies and business objectives but also the creation of long-term value for our stockholders without encouraging unnecessary or excessive risk-taking. Accordingly, we look at performance not only for the latest year or on a year-over-year basis, but also with a view to managing compensation to appropriately compensate, incentivize and retain our executives for long-term achievements. •We Avoid Mechanical Formulas: Our strategy of creating long-term value for investors differs from that of many of our competitors in the office REIT segment and informs our approach to assessing performance. We do not rely on a strict formulaic framework for measuring performance against our annual goals to determine compensation in a particular year. Rather than relying on a purely quantitative "actual versus short-term target" framework, our Compensation Committee combines a balanced quantitative and qualitative assessment against pre-established short and longer-term goals because this approach allows it to: ◦Evaluate management’s performance annually while taking into account long-term value creation; ◦Avoid situations where management focuses on the selected metrics to the detriment of real performance or where a mechanical formula produces anomalous results; ◦Take into account management's success in addressing business conditions and unforeseen developments during the year that impact actual performance against the original goals; ◦Factor in its analysis of the level of risk incurred against the actual and potential benefits gained; and ◦Properly emphasize quantitative results while also considering qualitative factors. •We Avoid Dramatic Swings (Both Up and Down) in Compensation: While our Compensation Committee believes strongly in aligning pay and performance, and has a long track record of lowering pay when warranted, it also believes that dramatic swings in compensation (both up and down) from year to year should be avoided. During the past ten years that our current compensation structure has been in place, the largest year over year increase in our CEO's and COO's compensation was 10% and the largest decrease was 10%. In 2019, when management outperformed against all stated measurement goals and our one, three and five year TSR were all in the top quartile of the Benchmark Group, our CEO's and COO's pay was increased only 8% after being held flat the prior year. According to the Compensation Committee's independent compensation consultant, FTI Consulting, Inc. ("FTI") this placed the average of our CEO and COO total compensation in the 66th percentile of our Benchmark Group of comparable REITs for 2019. The following year when the pandemic began impacting our business, management underperformed against some stated goals and our one year TSR was -31%. In response, our CEO's and COO's base salaries were reduced by 20% and their equity awards were reduced by 10%. The office sector has faced some unprecedented challenges since the pandemic, and while the Compensation Committee shares stockholders' disappointment with the TSR over that period, it believes that it has adjusted pay appropriately to balance various factors including shorter term TSR and longer term value creation, while also placing a premium on NEO retention during a very turbulent office leasing environment. •We Pay Most Compensation in Restricted Equity: We pay most of our executives' compensation in the form of long-term restricted equity (LTIP) awards. In 2024, 99% of the incentive compensation for all of our named executive officers was LTIP awards and 1% was cash. The LTIP awards represented 91% of our CEO's and COO's total annual compensation and 71% of our other NEOs total annual compensation. All of the equity grants we made in 2024 were performance based, with the amount granted reflecting our Compensation Committee's evaluation of the executives' performance against predetermined goals during 2024. Our Compensation Committee believes that equity should generally be granted at the end of the performance period after evaluating actual performance rather than at the beginning of the measurement period where a failure to perform might require forfeiture. In addition, even though these annual equity grants are compensation for the year that has just ended, as described below all of the equity grants are subject to further future performance hurdles, vesting periods, and significant restrictions on transfer designed to align executives' incentives with shareholder focus on long-term value creation. •We Provide Competitive Compensation: We believe we must design our pay to enable us to attract and retain talented and experienced executives. To do this, we "benchmark" our CEO's and COO's compensation by regularly reviewing industry trends and level of compensation of our competitors, including our Benchmark Group, and use this information to assist us in determining the appropriate amounts, types and mix of compensation for our CEO and COO while taking into account our unique management strategy and the skill set required to implement that strategy. Throughout this Proxy Statement, we refer to this practice as "benchmarking." Once our Compensation Committee has determined our NEO's performance against the disclosed goals for the year, it then determines an appropriate target percentile rank of total compensation among our Benchmark Group and adjust pay accordingly.
CEO and COO Compensation
CEO and COO Compensation The discussion that follows describes in detail the 2024 compensation of our CEO and COO. Given the allocation of responsibilities between our CEO and our COO, we have always paid them equal compensation and used the same principles to determine their compensation. Given the uncommon practice of paying equal compensation to our top two executives, the Compensation Committee compares the average of our CEO and COO total compensation to that same average for our Benchmark Group and seeks to set their average compensation at the appropriate percentile rank of the Benchmark group based on their performance. The Compensation Committee targets total average CEO and COO compensation in the top one third of the Benchmark Group average in years their performance is rated as Outperform, near the median of the Benchmark Group average in years their performance is rated as Perform, and near the bottom one third of the Benchmark Group average in years their performance is rated as Underperform. We use similar principles to set the compensation of our other NEOs. For a discussion of the 2024 compensation of our other NEOs, please refer to the discussion under the heading "Other Named Executive Officers", and the "Summary Compensation Table" and "Grants of Plan-based Awards" table below.
Majority of Compensation "At Risk"
Majority of Compensation "At Risk" Approximately 91% of our CEO's and COO's compensation for 2024 was not guaranteed but rather was tied directly to the future performance of the Company's stock price. As reflected in the charts below, this is the highest percentage of performance based compensation compared to total compensation among our Benchmark Group. Annual long-term equity awards are "at risk" because those grants are: (i) contingent upon the future stock price performance exceeding the price at which the restricted equity was originally granted by a level set by the Compensation Committee (a hurdle of two percent stock price growth was set for 2024 grants); (ii) vest over three years; (iii) are subject to restrictions on transfer for four to seven years after grant, based on the date of vesting; and (iv) are forfeited 10 years following the grant date if the stock price performance requirements have not been met. Our annual long-term equity awards in 2024 for our NEOs exclusively take the form of LTIP Units, granted under our 2016 Plan. LTIP Units are a separate series of units of limited partnership interests in our operating partnership valued by reference to the value of our common stock, and are subject to vesting conditions and restrictions on transfer. LTIP Units are structured as "profits interests." Upon the occurrence of specified events and satisfaction of applicable vesting conditions (including reaching stock price hurdles set forth in the award agreements), the LTIP Units may be converted into OP Units, which in turn are redeemable by the holder for shares of our common stock or for the cash value of such shares, at our election.
Setting 2024 Incentive Compensation: Matching Pay for Performance
| 2024 Goals | | | | Goal Category | Description | Weight | | 1. FFO(1) Target | Our Compensation Committee evaluated whether our management achieved the quantitative FFO target of $1.67 per share set by our Compensation Committee at the beginning of 2024. We use FFO as a performance yardstick because many of our investors use it to compare our operating performance with that of other Real Estate Investment Trusts ("REITs"). In evaluating management's performance, our Compensation Committee looked at the "quality" of our FFO as well as its absolute amount, recognizing that increases in leasing fundamentals, for example, may (or may not) reflect better management performance than increases that are solely attributable to acquisitions. | 20% | | 2. Total Shareholder Return (TSR) | Our Compensation Committee reviewed our TSR, which includes share price appreciation and dividends, on an absolute basis and relative to the TSR of our Benchmark Group. The Committee looks at the one, three and five year time periods. In evaluating relative performance, placement in the top quartile of our Benchmark Group is considered to be outperformance and placement in the bottom quartile is considered to be underperformance. | 20% | | 3. Environmental, Social & Governance (ESG) | Our Compensation Committee evaluated whether our management achieved the specific ESG goals set by our Compensation Committee at the beginning of 2024. | 20% | | 4. Operating Goals | Our Compensation Committee evaluated whether our management achieved the specific operating goals set by our Compensation Committee at the beginning of 2024. | 20% | | 5. External Business Activities and Other Factors | Our Compensation Committee evaluated our external business activities during the year, which included the effectiveness and financial results of acquisitions, dispositions, financings and development and redevelopment activities. Our Compensation Committee did not set any numeric targets for these activities at the beginning of the year, since the best course of action necessarily depends on market developments, including the availability and pricing of opportunities, during the year. Our Compensation Committee believes it is equally important that we avoid bad acquisitions as it is that we make good acquisitions. | 20% | | Our Compensation Committee also considered additional factors beyond those identified at the beginning of the year as described below. | | |
TSR: Weighting 20%
| | As of December 31, 2024 | | | Performance Period | Our TSR | Benchmark Group Percent Ranking | | 1-Year | 34.42% | 79% | | 3-Year | (35.70)% | 39% | | 5-Year | (46.88)% | 26% |
CEO and COO
CEO and COO With 20% of the five goal categories rated as Perform, and 80% of the five goal categories rated as Outperform, the Compensation Committee concluded that overall performance for our CEO and COO rated as Outperform. Accordingly, the Compensation Committee concluded that the average compensation of our CEO and COO should be targeted moderately above the median of our Benchmark Groups average CEO and COO total compensation, and that an increase relative to 2023 stock awards was warranted. According to FTI, an increase in the value of their 2024 total compensation of 10% from 2023 was expected to place them at approximately the 55th percentile of the average of CEO and COO compensation. The Committee also noted that having our CEO's total cash compensation set at the lowest level of the Benchmark Group, and his at risk long term incentive compensation at the highest percentage of pay of the Benchmark Group was appropriate, and good alignment of pay and performance for 2024.
2025 Operating and Financial Goals
| 2025 Goals | | | Goal Category | Description | | 1. FFO Target | Our Compensation Committee set a target for 2025 FFO of $1.45 per share. This target excludes the impact from any future acquisitions, dispositions, equity issuances or repurchases, debt financings or repayments, recapitalizations or similar matters which had not been announced as of February 4, 2025. | | 2. Total Shareholder Return (TSR) | Relative and absolute TSR performance is compared to our Benchmark Group in order to align compensation with performance. The Committee looks at the one, three and five year time periods. In evaluating relative performance, placement in the top quartile of our Benchmark Group is considered to be outperformance and placement in the bottom quartile is considered to be underperformance. | | 3. Environmental | Our Compensation Committee evaluates progress toward achieving certain environmental goals, including but not limited to the following goals: •Reducing greenhouse gas emissions by 30% across our portfolio by 2035 as compared to 2019. •Qualifying 80% of our stabilized eligible office space qualify for "ENERGY STAR Certification" by the EPA, which indicates energy efficiency performance in the top quartile of all comparable buildings in the U.S. | | 4. Operating Goals | The Compensation Committee evaluates progress toward achieving certain operating goals, including but not limited to the following goals: •Instituting upgraded information technology systems. •Limiting our G&A expenses to a percentage of revenue in the lower half of comparable REITs. •Increasing the leased rate of our in-service office portfolio. •Increasing the leased rate of our Studio Plaza office asset. •Making substantial progress on key development and repositioning projects. | | 5. External Business Activities and Other Factors | The Compensation Committee also evaluates our external business activities during the year, which includes the effectiveness and financial results of acquisitions, dispositions, financing and development and redevelopment activities. The Compensation Committee does not set any numeric targets for these activities, since the best course of action necessarily depends on market developments, including the availability and pricing of opportunities, during the year. The Compensation Committee believes it is equally important to avoid bad acquisitions as it is to complete good acquisitions. | | Our Compensation Committee may consider other factors, including but not limited to employee retention, succession planning, handling of extraordinary events that occur during the year, or other items that may have a material impact on our long-term success. | |
Role of Compensation Consultants
Role of Compensation Consultants In 2024, our Compensation Committee retained FTI to assist in the determination of executive compensation, including base salary, annual cash incentive (if any) and annual equity-based incentive compensation. FTI had been retained by our Compensation Committee in prior years to make recommendations concerning the structure and amount of compensation for our executive officers and our Board. In its engagement letter, FTI specifically confirmed that (i) it was ultimately accountable to our Compensation Committee, which had the ultimate authority to engage, evaluate and, if appropriate, terminate FTI's services; (ii) it would timely report directly to our Compensation Committee any difficulties encountered in the course of its work, including any restriction on the scope of activities or access to required information; and (iii) while it would meet with management in the course of performing its services to gather and check facts, and to obtain their reactions to alternatives that FTI believed should be considered by our Compensation Committee, our management was not empowered to set the nature or scope of, or to give FTI instructions or directions concerning the engagement of FTI, all of which were determined exclusively by our Compensation Committee. In hiring FTI and other professionals, our Compensation Committee specifically considered factors including (i) the provision of other services to us by the firm; (ii) the amount of fees received from us by that firm as a percentage of its total revenue; (iii) the policies and procedures of that firm that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the professional or his or her firm with a member of our Compensation Committee; (v) any of our stock owned by the professional; and (vi) any business or personal relationship of the professional or his or her firm with any of our executive officers. In the case of FTI, it has no other relationships with us, any of our executive officers or any Compensation Committee member, and FTI represented that the fees we pay to FTI represent significantly less than 1% of its revenues.
Change of Control Payments
Change of Control Payments We do not have any payments that are triggered by a change of control where the employee is not also either terminated without cause or has good reason for a termination (no "single trigger" provisions). Messrs. Kaplan's and Panzer's employment agreements provide that the total of each executive's salary and bonus for each year in the remaining term of the employment agreement following a change of control may not be less than the total salary, bonus (whether paid in cash or equity grants) and value of other awards that vested with respect to the calendar year ending before the change in control occurred. Our employment agreements also do not contain any excise tax gross up provisions. See "Principal Compensation Agreements and Plans - Employment Agreements." The equity awards that we have made provide that any unvested options or LTIP Units will not automatically vest on any change of control unless our common stock ceases to be publicly traded as a result. For additional information regarding payments to be made to our NEOs upon a change of control, see "Potential Payments Upon Termination or Change of Control," below.
Equity Award Timing Policies and Practices
Equity Award Timing Policies and Practices Historically we have not, and in 2024, we did not, grant awards of stock options, stock appreciation rights, or similar option‐like instruments to our NEOs. As such, we do not maintain a policy with respect to the grant of stock options, stock appreciation rights, or similar option‐like instruments, however, as a general matter, we do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation.
2016 Omnibus Stock Incentive Plan
2016 Omnibus Stock Incentive Plan Our 2016 Omnibus Stock Incentive Plan (our "2016 Plan") was adopted by our Board and approved by our stockholders in 2016. An amendment to the 2016 Plan was approved by our stockholders in 2023. Our 2016 Plan is designed to be an important component of overall compensation for our key employees, directors and other persons by enabling participation of these key persons in our long-term growth and profitability. Please refer to Proposal 4 of the 2023 Proxy Statement, and Note 13 to our audited financial statements included in our 2024 Form 10-K filed with the SEC on February 17, 2025, for additional information.
Employment Agreements
Employment Agreements We have employment agreements with each of Messrs. Kaplan and Panzer. This summary of our employment agreements does not purport to be exhaustive and is expressly qualified in its entirety by reference to the full text of the agreements, which were attached as exhibits 10.1 and 10.2 to Form 8-K, respectively, filed on January 3, 2024. The principal terms of the agreements are as follows: •Compensation: Each of Messrs. Kaplan and Panzer is entitled to receive a salary of not less than $1,000,000. At the request of the respective officers, our Compensation Committee approved a 20% reduction (to an annual rate of $800,000 effective May 1, 2020) in the base salaries of Messrs. Kaplan and Panzer. Messrs. Kaplan and Panzer are also entitled to receive an annual bonus based on their individual performance and our overall performance during the year, as evaluated by our Compensation Committee in consultation with that officer. Following a change of control, the total of each officer's salary and bonus may not be less than the total salary and bonus paid with respect to the calendar year ending before the change in control. •Perquisites and Other Benefits: Messrs. Kaplan and Panzer are entitled to the use of an automobile and family health insurance, and to use their executive assistants for personal use to an extent reasonably consistent with past practices. Messrs. Kaplan and Panzer are entitled to 25 days of paid time off per year. Otherwise, the agreements do not provide our executive officers with perquisites that differ from those of our other employees. •Term: The term of each employment agreement ends December 31, 2028, subject to earlier termination with or without cause (30-days' prior notice is required where the termination is by the Company without cause or by the officer for good reason). •Severance Payments: If we terminate an officer's employment without cause, or if the officer terminates his employment for good reason, they will receive severance equal to (a) compensation equal to three times the average of their annual compensation over the last three full calendar years ending prior to the termination date, including (i) their salary and (ii) their annual bonus (including the value of any equity grants), and (b) continued coverage under our medical and dental plans for the officer and their eligible dependents (who were enrolled in our medical plan at the time of the officer's termination) for a three-year period following their termination. See "Potential Payments Upon Termination or Change of Control" below. •Other Termination Payments: Upon an officer's death or disability, they will continue to receive medical and dental benefits for themselves (in the case of disability only) and their eligible dependents (who were enrolled in our medical plan at the time of the officer's termination) for a period of twelve months plus vesting of any unvested equity grants through the end of the year of termination in lieu of any severance or annual bonus. •Non-competition: Each of these employment agreements contains a non-competition provision that applies during the term of the agreement, and under which the officer covenants that they will not: (i) for their own account engage in any business that invests in or deals with large and mid-size office buildings and multifamily properties in Los Angeles County and Hawaii (larger than 50,000 square feet for office properties and 50 units for apartment buildings); (ii) enter the employment of, or render any consulting or any other services to, any such entities that so compete, directly or indirectly, with any business carried on by us or any of our subsidiaries; or (iii) become interested in any such competing entity in any capacity, including, without limitation, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; provided, however, that the officer may own, directly or indirectly, solely as a passive investment, 5% or less of any class of securities of any entity traded on any national securities exchange and any assets acquired in compliance with the requirements of the aforementioned non-competition provisions.
2024 Summary Compensation Table
2024 Summary Compensation Table The table below presents the compensation earned for 2024, and, as applicable, for 2023 and 2022 for our 2024 NEOs:
2024 Summary Compensation Table
| Summary Compensation Table (per SEC rules, multi-year equity grants are included in the year of grant) | | | | | | | | Name & Principal Position | Year | Salary(1) | Bonus | Stock Awards(2) | All Other Compensation(3) | Total | | Jordan L. Kaplan | 2024 | $800,000 | $— | $8,261,798 | $21,563 | $9,083,361 | | President and CEO | 2023 | $800,000 | $— | $7,417,873 | $21,111 | $8,238,984 | | | 2022 | $800,000 | $— | $7,837,901 | $15,934 | $8,653,835 | | Kenneth M. Panzer | 2024 | $800,000 | $— | $8,261,798 | $24,575 | $9,086,373 | | COO | 2023 | $800,000 | $— | $7,417,873 | $14,517 | $8,232,390 | | | 2022 | $800,000 | $— | $7,837,901 | $12,215 | $8,650,116 | | Kevin A. Crummy(4) | 2024 | $600,000 | $200,000 | $1,330,292 | $13,000 | $2,143,292 | | CIO | 2023 | $600,000 | $200,000 | $1,329,623 | $13,000 | $2,142,623 | | | 2022 | $600,000 | $200,000 | $1,329,652 | $13,000 | $2,142,652 | | Peter D. Seymour | 2024 | $550,000 | $— | $1,592,851 | $13,000 | $2,155,851 | | CFO | 2023 | $550,000 | $— | $1,399,604 | $13,000 | $1,962,604 | | | 2022 | $550,000 | $— | $1,399,634 | $13,000 | $1,962,634 | | Michele L. Aronson | 2024 | $450,000 | $— | $1,575,353 | $13,000 | $2,038,353 | | EVP, General Counsel and Secretary | 2023 | $450,000 | $— | $1,399,604 | $13,000 | $1,862,604 |
2024 Summary Compensation Table
______________________________________________________________________ (1)Represents salary payable with respect to the year it was earned. (2)Represents the grant date fair value of restricted equity grants, calculated in accordance with US GAAP ASC Topic 718, not the face value, using the assumptions set forth in Notes 2 and 13 to our audited financial statements included in our 2024 Form 10-K filed with the SEC on February 17, 2025. We restricted our executives from selling or transferring their LTIP Unit awards in 2024 for four to seven years after grant, based on the date of vesting. All of the LTIP Unit grants in 2024 were performance based, reflecting our Compensation Committee's evaluation of the respective NEOs' performance against predetermined goals during 2024. As disclosed above, our Compensation Committee believes that the equity should generally be granted at the end of the performance period after evaluating performance rather than at the beginning of the performance period subject to potential forfeiture for non-performance. (3)All Other Compensation includes the following perquisites and other amounts provided to our executives: •Mr. Kaplan's perquisites included the personal incremental use of an executive assistant and personal use of a company car for 2024, 2023 and 2022. •Mr. Panzer's perquisites included 401K plan matching and personal use of a company car for 2024, 2023 and 2022, and the personal incremental use of an executive assistant for 2024. •Messrs. Crummy's and Seymour's perquisites included 401K plan matching and an auto allowance for 2024, 2023, and 2022. •Ms. Aronson's perquisites included 401K plan matching and an auto allowance for 2024 and 2023. Ms. Aronson became a NEO during 2023. •Each of the perquisites described above was less than $25,000 for each of the executives for 2024, 2023 and 2022. (4)Mr. Crummy's bonus for 2024, 2023 and 2022 represents the discretionary cash portion of his variable incentive compensation, the amount of which was determined in the discretion of the Compensation Committee after review of his performance during the year.
2024 Grants of Plan-based Awards
2024 Grants of Plan-based Awards The table below presents the grants of plan-based awards to our NEOs in 2024:
2024 Grants of Plan-based Awards
| Name | Approval Date(1) | Grant Date(1) | Number of LTIP Units Awarded(1) | Grant Date Fair Value of LTIP Unit Award(1)(2) | | Jordan L. Kaplan | December 4, 2024 | December 12, 2024 | 598,681 | $8,261,798 | | Kenneth M. Panzer | December 4, 2024 | December 12, 2024 | 598,681 | $8,261,798 | | Kevin A. Crummy | December 4, 2024 | December 12, 2024 | 96,398 | $1,330,292 | | Peter D. Seymour | December 4, 2024 | December 12, 2024 | 115,424 | $1,592,851 | | Michele L. Aronson | December 4, 2024 | December 12, 2024 | 114,156 | $1,575,353 |
2024 Grants of Plan-based Awards
__________________________________________________ (1)Consistent with our annual practice, our Compensation Committee approved the dollar value of the grants on December 4, 2024, stipulating that they be granted on December 12, 2024, with the number of LTIP Units to be based on the closing price of our common stock on the date of grant ($19.71 at December 12, 2024). Our Compensation Committee follows this process because we inform our employees of the grants in their annual performance reviews, which typically occur between the approval date and the grant date. (2)The amounts reflect the grant date fair value of the award calculated in accordance with US GAAP ASC Topic 718, under the assumptions set forth in Notes 2 and 13 to our audited financial statements included in our 2024 Form 10-K filed with the SEC on February 17, 2025.
Outstanding Equity Awards at 2024 Fiscal Year-end
Outstanding Equity Awards at 2024 Fiscal Year-end The table below presents unvested LTIP Units held by our NEOs as of December 31, 2024:
Outstanding Equity Awards at 2024 Fiscal Year-end
| Name | Number of Unvested LTIP Units(1) | Market Value of Unvested LTIP Units(2) | | Jordan L. Kaplan | 392,024 | $7,275,965 | | Kenneth M. Panzer | 392,024 | $7,275,965 | | Kevin A. Crummy | 165,805 | $3,077,341 | | Peter D. Seymour | 184,996 | $3,433,526 | | Michele L. Aronson | 184,045 | $3,415,875 |
Outstanding Equity Awards at 2024 Fiscal Year-end
______________________________________ (1)Unvested LTIP Units are scheduled to vest as follows:
Outstanding Equity Awards at 2024 Fiscal Year-end
| Name | December 31, | | | | | | 2025 | 2026 | 2027 | Total | | Jordan L. Kaplan | 201,100 | 131,056 | 59,868 | 392,024 | | Kenneth M. Panzer | 201,100 | 131,056 | 59,868 | 392,024 | | Kevin A. Crummy | 85,706 | 56,000 | 24,099 | 165,805 | | Peter D. Seymour | 93,705 | 62,435 | 28,856 | 184,996 | | Michele L. Aronson | 93,388 | 62,118 | 28,539 | 184,045 |
Outstanding Equity Awards at 2024 Fiscal Year-end
(2)Based on the closing price of our common stock of $18.56 on December 31, 2024 at the rate of one share of our Common Stock for each unvested LTIP Unit.
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control The section below provides information concerning the amount of compensation payable to each of our executive officers in the event of termination of such executive's employment or a change in control, assuming that the applicable triggering event occurred on December 31, 2024 (and after giving effect to any regularly scheduled vesting of equity awards that occurred on such date), based on what we believe to be reasonable assumptions. However, the actual amounts to be paid out can only be determined at the time of such executive's termination or change in control, as applicable.
CEO PAY RATIO
CEO PAY RATIO In accordance with the requirements of the SEC, we calculated the ratio of our CEO pay to that of our median employee by examining the 2024 total compensation for all of our employees. As of December 31, 2024, we employed approximately 770 people. We identified our median employee by examining the 2024 total compensation for all individuals, excluding our CEO, who were employed by us (on a full-time, part-time or casual basis) on December 31, 2024, calculated in the same manner as the total compensation for our CEO disclosed in the "Summary Compensation Table" above. The calculation of total compensation does not take into account the value of all the benefits we provide to our employees, including health benefits and life insurance, and does not adjust for, or annualize the compensation of, employees who work part time. For employees hired during 2024, total compensation was annualized to reflect a full year of employment. Based on this calculation, we determined the annual total compensation of our median employee for 2024 to be $71,067. As reported in the “Summary Compensation Table” above, the annual total compensation for our CEO in 2024 was $9,083,361. Based on this information, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 128:1 for 2024.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
2024 Pay Versus Performance Table
2024 Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and item 402(v) of Regulation S-K, we are providing the following information about the relationship between the amount of CAP to our NEOs and certain measures of our financial performance. For further information concerning our performance-focused compensation philosophy and how the Compensation Committee considers performance in relation to compensation decisions, refer to the "Compensation Discussion and Analysis" section of this proxy statement. The tabular and narrative disclosures provided below, calculated in accordance with the applicable rules, may reflect reasonable estimates and assumptions. The table below presents the compensation information for our principal executive officer (PEO) and, as an average, for our other NEOs (the "Non-PEO NEOs") and the financial performance information as required by the SEC’s pay versus performance for 2024, 2023, 2022, 2021, and 2020. Mr. Kaplan was our PEO for all periods presented. Our Non-PEO NEOs for 2024 and 2023 were Messrs. Panzer, Crummy and Seymour, and Ms. Aronson. Our Non-PEO NEOs for 2022, 2021, and 2020 were Messrs. Emmett, Panzer, Crummy and Seymour.
2024 Pay Versus Performance Table
| | Jordan L. Kaplan | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table 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(2) | Our TSR | Our Peer Group TSR(3) | Net Income (Loss) (4) (000's) | FFO (5) (000's) | | 2024 | $9,083,361 | $12,460,323 | $3,855,967 | $5,379,806 | $53 | $73 | $7,588 | $345,528 | | 2023 | $8,238,984 | $9,208,079 | $3,550,055 | $3,875,723 | $40 | $67 | $(75,840) | $377,291 | | 2022 | $8,653,835 | $4,400,000 | $3,246,971 | $1,539,986 | $40 | $63 | $96,540 | $419,683 | | 2021 | $9,071,244 | $12,461,572 | $3,241,910 | $4,402,571 | $82 | $101 | $56,131 | $383,456 | | 2020 | $8,468,019 | $4,965,617 | $3,061,873 | $1,814,463 | $69 | $88 | $38,553 | $372,541 |
2024 Pay Versus Performance Table
(1) The amounts presented are equal to the amounts presented in the "total" column of the Summary Compensation Table for the applicable year for Mr. Kaplan, and the average of the amounts presented in the "total" column of the Summary Compensation Table for the Non-PEO NEOs for each applicable year. (2) The amounts presented represent Mr. Kaplan's Compensation Actually Paid (CAP) amount, and the average CAP amounts for the Non-PEO NEOs, for the corresponding fiscal year, as computed in accordance with Item 402(v) of Regulation S-K and as further described below. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Kaplan, or any of the Non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the table below sets forth the adjustments that were made to Mr. Kaplan's, and to the Non-PEO NEOs, total compensation for each year to determine the CAP amounts. There were no grants forfeited by our NEOs during 2024; therefore, no adjustments have been made to the Summary Compensation Table totals for forfeitures. The Company does not sponsor or maintain a defined benefit pension plan, and no such benefits are provided to our NEOs; therefore, no adjustments have been made to the Summary Compensation Table totals for changes in pension values.
2024 Pay Versus Performance Table
| | Summary Compen-sation Table (SCT) Total | Deduct: Stock Based Compen-sation as reported in the SCT | Add: Fair Value of Award Granted that was Unvested at Year End (Measured at Year End)* | Add: Fair Value of Award Granted that Vested (Measured at Vesting Date)* | Add: Change in Fair Value of Prior Year Unvested Awards (Measured at Year End* | Add: Change in Fair Value of Prior Year Awards that Vested (Measured at Vesting Date)* | Add: Dividends Paid on Unvested Awards Prior to Vesting Date | Compen-sation Actually Paid | | Jordan L. Kaplan | | | | | | | | | | 2024 | $9,083,361 | $(8,261,798) | $7,778,064 | $— | $1,601,846 | $1,471,215 | $787,635 | $12,460,323 | | 2023 | $8,238,984 | $(7,417,873) | $7,225,663 | $— | $(221,671) | $840,190 | $542,786 | $9,208,079 | | 2022 | $8,653,835 | $(7,837,901) | $7,688,007 | $— | $(4,726,489) | $45,475 | $577,073 | $4,400,000 | | 2021 | $9,071,244 | $(8,258,608) | $8,206,116 | $— | $1,244,003 | $1,659,228 | $539,589 | $12,461,572 | | 2020 | $8,468,019 | $(7,583,722) | $7,664,775 | $— | $(3,160,261) | $(846,234) | $423,040 | $4,965,617 | | Other NEOs (Average) | | | | | | | | | | 2024 | $3,855,967 | $(3,190,074) | $3,003,293 | $— | $759,948 | $619,593 | $331,079 | $5,379,806 | | 2023 | $3,550,055 | $(2,886,676) | $2,811,877 | $— | $(75,291) | $238,365 | $237,393 | $3,875,723 | | 2022 | $3,246,971 | $(2,663,668) | $2,612,727 | $— | $(1,721,125) | $(146,493) | $211,572 | $1,539,986 | | 2021 | $3,241,910 | $(2,716,419) | $2,699,154 | $— | $463,758 | $519,056 | $195,113 | $4,402,571 | | 2020 | $3,061,873 | $(2,521,592) | $2,548,542 | $— | $(1,091,981) | $(332,010) | $149,630 | $1,814,463 |
2024 Pay Versus Performance Table
__________________________________________________________________________ *In determining CAP, grants are considered vested when the required service period is completed and the stock performance hurdle has been achieved. (3) For each of 2024, 2023, 2022, 2021, and 2020 the following companies were included in our Peer Group:
2024 Pay Versus Performance Table
| Alexandria Real Estate Equities, Inc (ARE) | Boston Properties, Inc. (BXP) | | Empire State Realty Trust, Inc. (ESRT) | Hudson Pacific Properties, Inc. (HPP) | | Kilroy Realty Corporation (KRC) | Paramount Group, Inc. (PGRE) | | Piedmont Office Realty Trust, Inc. (PDM) | SL Green Realty Corp. (SLG) | | UDR, Inc. (UDR) | Vornado Realty Trust (VNO) |
2024 Pay Versus Performance Table
_________________________________________________ For 2020, our Peer Group also included Digital Realty Trust, Inc. (DLR) For 2021, 2022, 2023, and 2024 our Peer Group also included JBG SMITH Properties, Inc. (JBGS) We replaced DLR with JBGS in 2021 because DLR is no longer a comparable peer due to its size and global scope of operations, while JBGS is a diversified REIT that operates primarily in and around the high-barrier to entry Washington, DC market. Using DLR instead of JBGS, our peer group TSR in 2021, 2022, 2023 and 2024 would have been $113, $69, $80 and $95 respectively. Our Compensation Committee’s peer group also included Apartment Investment and Management Company (AIV), and Columbia Property Trust (CXP) in 2020, and Apartment Income REIT Corp (AIRC) in 2021 and 2022. These peers were excluded from our peer group TSR because they became public or delisted during the five years presented in the table, and we therefore did not have sufficient data for the TSR calculations. (4) The amounts presented represent our net income attributable to our common stockholders, as reflected in our audited financial statements in our Form 10-K for the applicable year. (5) We determined FFO to be the most important financial performance measure used to link Company performance to CAP for our PEO and Non-PEO NEOs in 2024. FFO is a non-GAAP measure. For a definition of FFO see "Financial Performance Measures used to Determine Compensation Actually Paid (CAP)" further below.
Graphical Representation of Compensation Actually Paid (CAP) and Performance
Graphical Representation of Compensation Actually Paid (CAP) and Performance In accordance with Item 402(v) of Regulation S-K, we are providing the graphs below to illustrate the relationships between the reported CAP amounts and each of the financial performance measures presented in the Pay Versus Performance Table. As described more fully in the "Compensation Discussion and Analysis" section of this Proxy Statement, the Compensation Committee makes compensation decisions based on a number of factors, and has not, specifically evaluated the relationship between the performance measures reported in the Pay Versus Performance Table with the NEOs' CAP amounts (as calculated in accordance with Item 402(v) of Regulation S-K) for a particular year. Therefore, the alignment outcomes depicted below may not accurately reflect the Compensation Committee's goals of linking pay with performance and aligning the interests of our NEOs with those of our stockholders.
Graphical Representation of Compensation Actually Paid (CAP) and Performance
| TSR Indexed ($100) |
Graphical Representation of Compensation Actually Paid (CAP) and Performance
| Net Income (in millions) |
Graphical Representation of Compensation Actually Paid (CAP) and Performance
| FFO (in millions) |
Financial Performance Measures used to Determine Compensation Actually Paid (CAP)
Financial Performance Measures used to Determine Compensation Actually Paid (CAP) As described in greater detail in the section of this Proxy Statement entitled "Compensation Discussion and Analysis," our executive compensation philosophy emphasizes incentive-based compensation, evaluated using a variety of factors. In accordance with Item 402(v) of Regulation S-K, the most important financial performance measures that we use to link compensation for the NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
Financial Performance Measures used to Determine Compensation Actually Paid (CAP)
| Financial Performance Measures | | | TSR | TSR is our cumulative total shareholder return over the applicable period, assuming the reinvestment of dividends. For purposes of calculating TSR for our Peer Group, it is weighted according to the respective issuers' stock market capitalization at the beginning of each period presented. | | FFO | We have chosen FFO as the "Company Selected Measure" in accordance with Item 402(v) of Regulation S-K. We calculate FFO in accordance with the standards established by NAREIT by excluding gains (or losses) on sales of investments in real estate, gains (or losses) from changes in control of investments in real estate, real estate depreciation and amortization (other than amortization of right-of-use assets for which we are the lessee and amortization of deferred loan costs), and impairment write-downs of real estate from our net income (loss) (including adjusting for the effect of such items attributable to our consolidated JVs and our unconsolidated Fund, but not for noncontrolling interests included in our calculation of fully diluted equity). We report FFO because it is a widely reported measure of the performance of equity REITs and is also used by some investors to identify the impact of trends in occupancy rates, rental rates and operating costs from year to year, excluding impacts from changes in the value of our real estate, and to compare our performance with other REITs. FFO is a non-GAAP financial measure for which we believe that net income (loss) is the most directly comparable GAAP financial measure. FFO has limitations as a measure of our performance because it excludes depreciation and amortization of real estate and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures, tenant improvements and leasing expenses necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results from operations. FFO should be considered only as a supplement to net income (loss) as a measure of our performance and should not be used as a measure of our liquidity or cash flow, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends. Other REITs may not calculate FFO in accordance with the NAREIT definition and, accordingly, our FFO may not be comparable to the FFO of other REITs. For the reconciliations of our FFO to Net Income (Loss), see Item 7 in Part II in our Form 10-K's filed with the SEC for the respective periods presented. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The compensation for our non-employee directors is determined by our Board, after recommendation from our Nominating and Corporate Governance Committee, and is reviewed periodically as appropriate. Our Nominating and Corporate Governance Committee consists solely of independent directors, and our executive officers do not participate in its vote on director compensation, although Messrs. Kaplan and Panzer, as members of our Board, are involved in the Board approval of the recommendations of our Nominating and Corporate Governance Committee. As annual fees for their services, at our annual meeting of stockholders, each of our non-employee directors receives a grant of LTIP Units with a face value of $220,000 that vests on a quarterly basis during the year the services are rendered. LTIP Units granted to our directors are subject to restrictions on transfer and cannot be exchanged for common stock until December 31st two years after the LTIP Unit grants are fully vested. Our Board Chairperson receives an additional annual fee of $50,000, our Audit Committee chairperson receives an additional annual fee of $22,500, and our Compensation Committee and our Nominating and Corporate Governance Committee chairpersons each receive an additional annual fee of $15,000, paid in LTIP Units that vest on a quarterly basis during the year the services are rendered. We also reimburse non-employee directors for their reasonable expenses incurred in connection with their services as directors. In accordance with SEC rules, the table below summarizes the compensation that we awarded to our non-employee directors in 2024, which will vest in, and relates to, 2025 service.
DIRECTOR COMPENSATION
| Name(1) | LTIP Unit Awards(2) | All Other Compensation | Total | | Dan A. Emmett | $207,574 | $— | $207,574 | | Leslie E. Bider | $180,663 | $— | $180,663 | | Dorene Dominguez | $169,132 | $— | $169,132 | | Virginia A. McFerran | $180,663 | $— | $180,663 | | Thomas E. O'Hern | $186,436 | $— | $186,436 | | William E. Simon, Jr. | $169,132 | $— | $169,132 | | Ray C. Leonard | $169,132 | $— | $169,132 | | Shirley Wang | $169,132 | $— | $169,132 |
DIRECTOR COMPENSATION
____________________________________________________ (1)Our directors who are also our employees are not entitled to receive additional compensation for their services as directors, and thus Messrs. Kaplan and Panzer are not included in this table. The compensation received by Messrs. Kaplan and Panzer as our employees is shown in the "Summary Compensation Table." (2)The amounts represent the grant date fair value, not the face value, of awards made in 2024. The fair value is calculated in accordance with US GAAP ASC Topic 718, based on the assumptions disclosed in Notes 2 and 13 to our audited financial statements included in our 2024 Form 10-K filed with the SEC on February 17, 2025. These awards were granted on December 12, 2024 for 2025 services. As of December 31, 2024, our non-employee directors did not hold any unvested LTIP Unit awards other than as set forth in the table above.