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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

EQUITY RESIDENTIAL

(Name of Registrant as Specified In Its Charter)

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

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

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Notice of 2022 Annual Meeting of Shareholders

April 18, 2022

Dear Fellow Shareholders,

You are cordially invited to attend Equity Residential’s 2022 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Thursday, June 16, 2022 at 8:00 a.m., Central Time, at which time shareholders of record at the close of business on March 31, 2022 will be asked to:

Due to the novel coronavirus pandemic, and to support the health and safety of our shareholders and employees, the Annual Meeting will be conducted completely in a virtual meeting format, via live audio webcast.  You can access the Annual Meeting at www.virtualshareholdermeeting.com/EQR2022 beginning at 7:45 a.m. Central Time using the 16-digit control number which appears on your proxy card, voting instruction form or Notice Regarding the Availability of Proxy Materials.  Authenticated shareholders will be able to vote and submit questions online during the meeting via the Annual Meeting website.

Your vote is very important.  Whether or not you attend the meeting, we urge you to vote as soon as possible.  Instructions on how to vote are contained in the Proxy Statement.

Our Board of Trustees values your opinion as a shareholder and appreciates your continued support of Equity Residential.

Sincerely,

Mark J. Parrell

President and Chief Executive Officer

Scott J. Fenster

Executive Vice President, General Counsel and Corporate Secretary

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PROXY STATEMENT

This Proxy Statement and related proxy materials are being made available to shareholders of Equity Residential (“Equity Residential” or the “Company”) on or about April 20, 2022 in connection with the solicitation by our Board of Trustees (the “Board”) of proxies to be voted at the Company’s 2022 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Thursday, June 16, 2022 at 8:00 a.m., Central Time.  Due to the novel coronavirus (“COVID-19”) pandemic, and to support the health and safety of our shareholders and employees, the Annual Meeting will be conducted completely in a virtual meeting format, via live audio webcast.  The Annual Meeting can be accessed by shareholders at www.virtualshareholdermeeting.com/EQR2022.

SUMMARY OF MATTERS FOR SHAREHOLDER VOTING

At this year’s Annual Meeting, we are asking our shareholders to vote on the following matters:

Proposal 1:Election of Trustees

The Board recommends a vote FOR the election of the following nominees for trustee:  Samuel Zell, Mark J. Parrell, Angela M. Aman, Raymond Bennett, Linda Walker Bynoe, Mary Kay Haben, Tahsinul Zia Huque, John E. Neal, David J. Neithercut, Mark S. Shapiro and Stephen E. Sterrett.

The Board recommends a vote FOR this proposal.

Proposal 3:Advisory Approval of Executive Compensation

The Board recommends a vote FOR this proposal.

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OUR PURPOSE AND COMMITMENT TO ENVIRONMENTAL,

SOCIAL AND GOVERNANCE (“ESG”) PRINCIPLES

Company Purpose

Equity Residential is committed to creating communities where people thrive.  We carry this, our corporate purpose, through our relationships with our customers, our employees, our shareholders and the communities in which we operate.  It drives our commitments to sustainability, diversity and inclusion, total wellbeing of our employees and being a responsible corporate citizen in the communities in which we operate, which has been especially relevant when we faced unprecedented challenges like the COVID-19 pandemic.

ESG

Consistent with our Company’s purpose and forward-thinking corporate stewardship principles, our Board is committed to the incorporation of ESG initiatives in all aspects of the Company’s business.  The Board understands that ESG requires an all-inclusive approach, addressing not only the Company’s impact on the environment and climate-related risks and opportunities, but also the Company’s impact on our communities, including relationships with our residents, employees and shareholders.  All members of our executive management team are evaluated and compensated on their advancement of our “Equity Values,” which includes Diversity & Inclusion (“D&I”) and other ESG initiatives, as further described below.

The Company’s executive-level ESG Steering Committee oversees our ESG strategy and goals and, through the CEO, reports directly to the Corporate Governance Committee of the Board, which provides direct oversight of the Company’s ESG strategy and goals in general. At the corporate level, the Company’s cross-functional ESG Working Group manages progress on our strategy and directs communications between our functional material topic owners and the ESG Steering Committee.

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Leader or Sector Leader by GRESB since 2013.  In addition, the Company was recognized by Newsweek as one of America’s Most Responsible Companies for the third consecutive year, a list of top performing companies in corporate social responsibility matters in the U.S.  The Company was also named one of Sustainalytics’ Top-Rated ESG Companies for 2022, recognized as Regional Top Rated and Industry Top Rated for 2022.

For further information on the Company’s ESG policies and goals, please see the “Corporate Responsibility” section in the Investor portion of the Company’s website at www.equityapartments.com. The “Corporate Responsibility” section of our website also contains the Company’s 2021 Environmental, Social and Governance Report, which was published following the review and approval of the Corporate Governance Committee and includes a third-party assurance statement as well as a Global Reporting Initiative (“GRI”) Content Index.  The Company continues to include Sustainability Accounting Standards Board (SASB) disclosures, aligning our targets and initiatives with the United Nations Sustainable Development Goals (SDGs), and incorporating the recommendations of the Task Force on Climate-related Financial Disclosures (“TCFD”) into our climate resiliency strategy and corporate transparency efforts.  The Company has also announced its support for the TCFD standards.  The 2021 ESG Report is not part of or incorporated into this Proxy Statement.

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The Company’s sustainability program actively manages environmental impacts and climate-related risks and opportunities through optimized, financially responsible capital investments and technologies.  We methodically focus on energy, water and emissions to advance the program’s policies, targets and resilience outcomes.  Together, we believe our program drives long-term asset value, responsibly manages risks and engages our communities, residents, employees and shareholders as part of our broader ESG strategy and commitment to good corporate citizenship and maximizing investment performance.

The Company has a dedicated in-house team that initiates and applies sustainable practices in all aspects of our business, including investment activities, development, property operations and property management activities.  We consider building locations based on walkability, accessibility, neighborhoods and parks.  We also design our communities to support amenities such as fitness centers, and we select locations near shops, restaurants, outdoor amenities such as bike/running paths and health clubs, enabling a low carbon footprint lifestyle for our residents to live, work and play.

Our Building Design Standards and Guidelines serve as the platform for integrating sustainable features into new developments and renovations of existing assets.  The goal of the design standards is to provide a resource that enables our teams to create and build beautiful and resilient spaces that are functional, showcase natural materials and operate efficiently.  The success of the Company in implementing sustainable building standards is reflected through the multiple certifications, including Leadership in Energy and Environmental Design (“LEED”), National Green Building Standards and GreenPoint, that our buildings have received.

By concentrating on the installation of high-efficiency fixtures and appliances in our renovation program, we help lessen the impact of our residential units on the environment.  We also leverage technology to increase engagement around energy and water.  In 2021, the Company expanded the

Star program as a partner, demonstrating our commitment to and integration of continuous improvement around energy management and sustainability.

We seek to offset a considerable amount of building energy use with on-site clean and renewable energy, including solar photovoltaic (“PV”), solar thermal and cogeneration, where it is physically possible and financially viable.  As of December 31, 2020, approximately one-third of our properties feature some source of on-site clean or renewable energy.  Since 2019, the Company has completed over two dozen new rooftop solar PV projects, deploying onsite renewable energy, reducing greenhouse gas (“GHG”) emissions and improving site resilience.  The Company continues to identify and develop new opportunities to reduce GHG emissions at our properties, and as

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described below, the Company has established transparent science-based emission reduction targets to generate greater accountability in this regard.

The Company also considers climate change risks in making investment decisions to acquire and develop properties.  As part of our proactive measures to increase awareness and preparedness for the potential future impact from climate change, the Company completed resilience assessments of our Boston portfolio and our Los Angeles portfolio.  Through these assessments, we have developed a strategy and methodology for assessing climate resilience that will be expanded in 2022 to our full portfolio and potential investment opportunities.  In addition, the Company partners with cities and local governments, through organizations like the Boston Green Ribbon Commission, to develop climate resilience plans and strategies for fighting climate change.  We aim to make climate resilience a key driver in our overall business strategy in order to mitigate risks and identify long-term value creation opportunities.

It is important to our Company that our partners also implement sustainability measures in their operations.  To that effect, we have published a Vendor Sustainability Policy that outlines our expectations for the environmental and social practices for all our suppliers.  In addition, since 2019 the Company’s new commercial leases and renewals generally contain green leasing terms which aim to increase recycling efforts, encourage biodegradable material use and reduce overall waste.

Sustainability has been a focus of the Company for more than a decade.  We expect to meaningfully enhance our activities and disclosure in this area over time to ensure that our people and our planet continue to thrive.

*Due to the timing of the Company’s ESG report, metrics are reported as of the 2020 fiscal year.

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Our commitments to our employees’ engagement, diversity and inclusion and health and safety, as well as our commitments to the success of our neighboring communities, serve as the foundations of our corporate purpose.  The Board, primarily through its Compensation Committee, provides oversight of human capital management, highlighting its paramount importance.  We have assembled an Equity Values Council, a group comprised of representatives from every market where we do business, to lead efforts on the Company’s core “Equity Values” of D&I, Social Responsibility, Sustainability and Total Wellbeing by acting as change agents to drive initiatives, create goals and awareness and encourage colleagues to participate in community service activities and wellness initiatives.

Diversity & Inclusion (D&I)

To continue to foster the importance of a respectful work experience, the Company actively trains its workforce regarding the Company’s Code of Ethics and Business Conduct, which, in addition to establishing robust anti-bribery and anti-money laundering provisions and similar governance-related matters, also sets forth the Company’s diversity policy.  We put D&I into action by creating a culture of involvement, respect and connection where all employees’ voices are heard.  Our goal is

business will require a long-term, sustained effort.  We are committed to this effort and to the goal of giving all of our employees the opportunity to thrive.  In 2021, the Company provided a number of activities in support of D&I, as highlighted below.

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Employee Engagement, Development and Wellbeing

In 2021, we transitioned to a new Employee Experience Survey that measures employee engagement and D&I, among other components of the employee experience.  Our 2021 engagement score of 79% favorability is very strong, especially given the COVID-19 pandemic and the uncertainty surrounding it.  In fact, our engagement score is consistent with the average engagement score for businesses placing in the top 25% of our vendor’s book of business (consisting of 402 projects across 284 separate clients) based on their engagement results.  Our D&I score of 83% demonstrates an increase in employee favorability for the initiatives we have undertaken in this regard, leading to a greater sense of belonging.

We are committed to providing our employees with encouragement, guidance, time and resources to learn and apply the skills required to succeed in their jobs.  Our internal Organization and Talent Development (“OTD”) team is interspersed throughout our markets and works regularly with employees to expand their knowledge and skills.  OTD develops and delivers a wide range of

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training and development opportunities, from tactical to strategic, face-to-face to virtual, social learning to self-directed learning, and more.  In 2021, each employee completed an average of approximately 15 hours of dedicated learning at a Company expenditure of approximately $1,200 per employee.

We also are committed to providing the tools and resources to help our employees achieve total wellbeing.  Whether physical, financial, career, social or community wellbeing, Equity Residential offers benefits to help meet our employee needs.  During the ongoing COVID-19 pandemic, the Company continued to support our employees by providing a comprehensive online guide designed as a single place for employees to access information on vaccines, critical benefits and resources; establishing a requirement for all employees to be fully vaccinated against COVID-19 (or receive an approved accommodation); and ensuring a plentiful supply of personal protective equipment and cleaning supplies for our employees.

Since 2019, the Company has partnered with Employees1st to establish a crisis fund for our employees struck by personal hardships or unforeseen disasters.  The Company contributed additional funds to the Employees1st crisis fund in 2020 and 2021 to further support employees who experienced hardship as a result of the ongoing COVID-19 pandemic.  Equity Residential is committed to providing the resources and opportunities for all of our employees to thrive.

Equity Residential in the Community

We give every employee eight hours of paid time each year to spend doing service projects in their community.  In a typical year, employees spend thousands of hours on these activities, which range from fundraisers to food drives. Some of the groups we supported in 2021 include Arlington Partnership for Affordable Housing, California Hospital Medical Center Foundation, Connections for Abused Women and Their Children, FreshFarms Markets, Future Founders Foundation, Greater Chicago Food Depository, Hispanic Alliance for Career Development, Housing Industry Foundation, Link Unlimited Scholars, Meals on Wheels of Los Angeles, Inc., Move for Hunger, Robert H. Lurie Comprehensive Cancer Center of Northwestern University and San Francisco Housing Action Coalition.

In addition, the Company is a member of the Coalition of Women's Initiatives in Law, a non-profit membership association whose goal is to foster career advancement and professional development, promote dialogue and provide a support network among members and help address the many issues facing women lawyers and women’s initiatives today.  The Company is also a sponsor of the Goldie B. Wolfe Miller Women Leaders in Real Estate Initiative, whose mission is to prepare women for senior leadership roles in all sectors of commercial real estate by providing scholarship support for graduate study, mentorship and networking opportunities to women with high potential who are committed to becoming leaders in the real estate industry.  Equity Residential is committed to helping our communities thrive.

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Governance of the Company

Corporate Governance Highlights

The Company is dedicated to establishing and maintaining high standards of corporate governance.  The Board has implemented many corporate governance measures over the years designed to serve the interests of our shareholders and further align the interests of trustees and management with those of our shareholders.  The following are some of the Company’s governance highlights:

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Board of Trustees

Our business and affairs are managed under the direction of the Board of Trustees. Members of the Board are kept informed of the Company’s business through discussions with the Chairman, the Chief Executive Officer and other officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees.  Board members have complete access to the Company’s management team and our independent registered public accounting firm.

The Board’s Role in Overseeing Corporate Strategy for Long-Term Value Creation

The Board is deeply involved in the development and oversight of the Company’s long-term strategy:  to own and operate an apartment portfolio that has the highest long-term risk adjusted returns with an emphasis on consistently growing cash flow over time.  The Board routinely engages with Company management on the components of this strategy, such as identification of markets, renter preferences, regulatory risks, operating focus, use of technology, allocation of capital, employee engagement and the management of ESG risks and opportunities that affect the Company’s business and the communities within which the Company conducts business.  Over the last two years, the Board has also been deeply involved with management in assessing the impact of the COVID-19 pandemic on the Company’s strategy.

Market Visits and Trustee Education

To stay connected with local aspects of Company strategy, the Board typically conducts at least one of its regularly scheduled quarterly meetings each year in one of the Company’s markets as opposed to at Company headquarters in Chicago.  At these market-focused meetings, the Board visits apartment communities owned by the Company as well as those owned by the Company’s competitors, with opportunities to engage with and receive presentations from local employees.  The Board also tours the market in general to investigate market risk factors, including growth trends, employment levels, environmental, climate and resiliency factors, regulatory issues and other important aspects of Company strategy.  The Board’s opportunity to engage with local employees also ensures that the Board remains deeply connected to the Company’s culture.  In recent years, the Board has held these market-based meetings in Washington, D.C., Los Angeles, San Francisco, New York and Seattle and, while these visits were paused due to the COVID-19 pandemic, the Board intends to resume them in 2022.

In addition to market visits, many regular quarterly Board meetings include educational briefings from management regarding a wide variety of strategic initiatives, ranging from technology initiatives and cybersecurity projects to investment policies, D&I initiatives and more, and from outside subject matter experts regarding topics such as the political landscape and the regulatory environment.

The Company also provides an orientation program for new trustees, which includes an overview of duties and our corporate governance policies, opportunities to take tours of Company properties, as well as one-on-one sessions with each member of executive management on the Company’s strategy and industry.

Please see the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 17, 2022 for a detailed discussion of the Company’s strategy, aspects of which are reviewed by the Board at every quarterly meeting.

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Board Leadership Structure

Since the Company’s initial public offering in 1993, we have separated the roles of Chairman of the Board and Chief Executive Officer.  Samuel Zell has served as Chairman since our initial public offering in August 1993 and is uniquely qualified to serve in this role.  Mr. Zell is recognized as one of the founders of today’s public real estate industry after creating two of the largest REITs in the country: the Company, which has delivered a 12.9% annualized total shareholder return from its IPO in August 1993 through December 31, 2021, and Equity Office Properties Trust, which delivered a 17.4% annualized total shareholder return from its IPO in July 1997 through its sale in February 2007.  Mr. Zell also founded Equity LifeStyle Properties, Inc. (NYSE: ELS), one of the largest REITs in its sector and one that has delivered a 17.0% annualized total shareholder return from its IPO in February 1993 through December 31, 2021.

As our Chairman, Mr. Zell presides over meetings of the Board, stewards the Company, counsels senior management regarding strategy and provides them with a network of resources across the industry.  His devotion of time and almost daily interaction with the Company’s executives regarding strategy, balance sheet management, culture and other high level matters and his attendance at meetings with investors worldwide (or virtually) at the Company’s request, together with his hands-on approach to accessing new investors, governmental relations, crisis management, corporate governance, strategic planning and deal execution provide the Company with unmatched transaction opportunities, ability to attract investment and strategic vision which may not otherwise be available to us.

Mark J. Parrell, our President and CEO, sets the strategic direction for the Company under the direction of the Board, is responsible for the day-to-day leadership and performance of the Company and sets the agenda for Board meetings in consultation with the Chairman and our independent Lead Trustee.  See page 28 for biographical information regarding Mr. Parrell.  We believe the Company is well-served by our current leadership structure.

Lead Trustee

Stephen E. Sterrett has been the Company’s Lead Trustee since June 2020.  See page 32 for biographical information regarding Mr. Sterrett.  Duties as Lead Trustee include:

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Meetings

In 2021, the Board held seven meetings, with 99% average attendance.  No trustee nominees attended fewer than 86% of the total number of meetings held by the Board and all committees of the Board on which such trustee served.  Eleven trustees attended the 2021 Annual Meeting of Shareholders.  Board members are expected to attend all meetings of the Board and committees of which they are members, as further described in the Company’s Corporate Governance Guidelines.

Executive Sessions

Pursuant to the Company’s Corporate Governance Guidelines, the non-employee trustees of the Board meet in regularly scheduled executive sessions without management.  The independent trustees also meet in executive session at least once a year.  In 2021, the non-employee trustees held three executive sessions, and the independent trustees held one executive session.

Board Independence and Consultants

The Company’s Corporate Governance Guidelines require that a majority of its trustees be independent within the meaning of The New York Stock Exchange (“NYSE”) listing standards, and 73% of the trustees nominated herein are independent.  The Board and each of the key committees – Audit, Compensation and Corporate Governance – also have authority to retain, at the Company’s expense, outside counsel, consultants or other advisors in the performance of their duties.

Board Committees

The Board has key standing Audit, Compensation and Corporate Governance Committees, which are comprised entirely of trustees who meet the independence and, with respect to the Audit Committee, the financial literacy requirements of the NYSE listing standards.  The Board also has an Executive Committee.  The current members of these committees, the principal responsibilities of each committee and the number of meetings held in 2021 are described below.  For a discussion regarding the allocation of risk oversight among the Audit Committee, Compensation Committee and Corporate Governance Committee, see “The Board’s Role in Risk Oversight” below.

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The Board’s Role in Risk Oversight

While risk management is primarily the responsibility of management, the Board provides overall risk oversight, both directly and through its committees, to identify and assess the major risks the Company faces, and the policies and procedures for monitoring and controlling such risks.

Each of these committees meets with and reviews material from management and internal audit (as applicable) and reports to the Board, thereby keeping the entire Board fully informed and in a position to administer its overall risk management oversight responsibilities. All committee materials from management are made available to all trustees, not just those who serve on the applicable committee, and all trustees are invited to attend all committee meetings. Furthermore, at most regularly scheduled Board meetings, the Board reviews key matters relating to the Company’s finances, liquidity, operations and investment activity.  The Board is also highly engaged with management in the oversight of risks relating to the COVID-19 pandemic.

Cybersecurity

The Audit Committee is primarily responsible for oversight of the risk management process related to cybersecurity.  The Audit Committee meets no less often than annually with senior information technology (“IT”) personnel to discuss the Company’s strategy to defend its business systems and information against cyber attacks as well as the Company’s efforts to comply with data privacy laws such as the California Consumer Privacy Act, and typically discusses recent trends in cyber risks quarterly.  Certain risks relating to cybersecurity are also discussed with the full Board.

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The Company may periodically collect and store personally identifiable information of our residents and prospective residents in connection with our leasing activities, and of our employees and their dependents.  The Company addresses potential breaches or disclosure of this confidential personally identifiable information by implementing a variety of security measures intended to protect the confidentiality and security of this information including (among others):  (a) engaging reputable, recognized firms to help us design and maintain our information technology and data security systems; (b) conducting periodic testing and verification of information and data security systems, including performing ethical hacks of our systems to discover where any vulnerabilities may exist; (c) providing periodic employee awareness training around phishing and other scams, malware and other cyber risks; and (d) systematically deleting personally identifiable information that no longer is required.  Employees are required to complete the full IT security training curriculum every other year as well as an annual refresher course.  In addition, the Company conducts monthly phishing tests on all employees, and any employee that fails is enrolled in a phishing refresher course.  To ensure employees prioritize this training, multiple failures can result in further education, a negative adjustment to compensation and/or further disciplinary action.  From time to time, the content of these internal IT security training courses is shared with the Board.

The Company also has a cyber liability insurance policy to provide some coverage for certain risks arising out of data and network breaches and data privacy regulations which provides a policy aggregate limit and a per occurrence deductible.  Cyber liability insurance generally covers, among other things, costs associated with the wrongful release, through inadvertent breach or network attack, of personally identifiable information.  In addition, the Company maintains a disaster recovery plan for our internal IT systems and makes regular updates to our security incident plan.

Assessment of Board Performance and Board Processes

Recognizing the importance of a rigorous self-evaluation process to allow boards to assess their performance and identify and address any potential gaps in the boardroom, the Board conducts an annual self-assessment of the performance of the full Board, individual Board members and Board committees.  The Chair of the Corporate Governance Committee (the “Governance Chair”) is responsible for leading the evaluation process, which takes place in advance of the annual consideration of trustee nominees.

For the 2021 assessment, the Governance Chair conducted a confidential and in-depth interview with each of the trustees to solicit their feedback on Board and individual trustee performance.  In addition, the Governance Chair sought and received feedback from Mr. Parrell on the executive team’s interactions with the Board and individual trustees. Following that, the Governance Chair shared with each trustee individually his or her own evaluation and provided the full Board and committees with feedback on their performance.  The Lead Trustee interviewed each of the trustees about their evaluation of the Governance Chair and provided the Governance Chair with feedback on performance.  This annual evaluation process provides a way to track progress in certain areas targeted for improvement from year to year and to identify opportunities to enhance the Board’s and committees’ effectiveness.  The assessments confirm whether the current Board leadership and structure continue to be optimal for the Company, affirm whether trustees have sufficient time to devote their attention to the Company notwithstanding their other commitments and are an important factor taken into account by the Corporate Governance Committee in making its recommendations to the Board regarding trustee nominees.

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Management Development and Succession

The Board’s goal, through the oversight of the Compensation Committee, is to have an ongoing program for executive leadership development and succession for executive management.  As reflected in the Company’s Corporate Governance Guidelines, the Compensation Committee discusses the CEO’s recommendations for management development and succession for the Company’s other executives.  Additionally, the Compensation Committee oversees long range plans for management development and succession for the CEO.

The Board’s executive succession plan involves conducting regular talent reviews, creating profiles of ideal candidates and selecting potential successors expected to fit the needs of the Company over time. In implementing these plans, the Board believes that, at its core, succession planning: (i) is a board-driven, collaborative and continuous process; (ii) should take into account the Company’s long-term strategic goals; and (iii) involves building a diverse and inclusive, talent-rich organization by attracting and developing the right people. Individuals who are identified as high potential leaders are given exposure and visibility to Board members through formal presentations and informal events.

Furthermore, for 2021, certain of our executives’ performance assessments for purposes of compensation included development or succession planning-related factors.  25% of the assessment of the CEO’s annual performance and 10% of the assessment of the other executives’ annual performance were based on individual goals (“Individual Goals”) that include development, succession or leadership-oriented goals. In addition to their review of executive development and succession, the Board is regularly updated on key talent indicators for the overall workforce, including diversity and other development programs.

These succession planning efforts by the Board guided the Company through the full retirement or transition of the executive team over the last four years.  The long-term employees who now comprise our executive team were identified through this process and given exposure and visibility to the Board over many years, followed by a smooth transition period assisted by their retiring and/or transitioning predecessors.  The Board was intensively involved in evaluating each of these executives prior to their promotions and had an extensive opportunity to observe each executive through presentations they gave to the Board and its committees as well as through significant informal contact.

Certain Relationships and Related Transactions

The Company has adopted a Code of Ethics and Business Conduct that applies to all trustees and employees.  The purpose of the Code of Ethics and Business Conduct is to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by the Company; and (iii) compliance with all applicable rules and regulations that apply to the Company and its officers, employees and trustees.

The Audit Committee has responsibility for reviewing the Company’s written policies relating to the avoidance of conflicts of interest and reviewing any proposed related party transactions.  Pursuant to such policy, in May 2019 the Audit Committee, consisting solely of independent trustees, approved a transaction whereby ERP Operating Limited Partnership (the “Operating Partnership”), of which the Company is the general partner, leases its corporate headquarters pursuant to a lease from an entity controlled by Mr. Zell.  The lease term expires on November 30, 2032 and contains

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two five-year extension options.  In connection with this lease renewal, the Company reduced both the amount of square footage it leases and the total rent payable.  While the rules of the SEC classify this lease as a “related-party transaction,” the Company deems the lease to be immaterial and no different than any other office lease transaction that the Company could have entered into on arm’s-length terms at the same time.  Specifically, an independent commercial office brokerage firm who surveyed the market and provided substantial market data confirmed in a report to the Audit Committee that the terms of the proposed lease renewal are competitive with those that could be obtained in the marketplace in an arm’s-length third party transaction.  In addition, the Audit Committee noted that locating the Company’s headquarters in close proximity to the office location of the Chairman of the Board is especially beneficial to the Company, its shareholders and the Board. Furthermore, the lease does not, in the opinion of the Company and the independent trustees, affect Mr. Zell’s ability to act in the best interests of the Company and its shareholders as the amount of lease income is insignificant for Mr. Zell in relation to his considerable net worth.  Amounts incurred by the Company for the office lease and related office facility services in 2021 totaled $1,664,951.

Trustee Resignation Policies

The Company has a majority vote standard for the election of trustees in uncontested elections with a trustee resignation policy which requires that any trustee nominee who is not elected by a majority of votes cast must promptly tender his or her resignation to the Board.  The Board would then decide within 90 days following certification of the shareholder vote, through a process managed by the Corporate Governance Committee and excluding the nominee in question, whether to accept or reject the tendered resignation, or whether other action is recommended.  The Board would promptly publicly disclose its decision and rationale.

The Board has adopted a policy that requires each non-employee trustee to submit an offer of resignation from the Board upon a material change in employment or responsibilities.  The Corporate Governance Committee has responsibility for assessing whether such change would impair the trustee’s ability to continue to serve effectively on the Board and recommending whether any such offer should be accepted by the Board.

Share Ownership Guidelines

In keeping with its belief that aligning the financial interests of the Company’s executives and trustees with those of the shareholders will result in enhanced shareholder value, the Board has established the following executive and trustee share ownership guidelines:

Executives have five years and trustees have three years from appointment or promotion to comply with the ownership requirements.  In 2021, all of our trustees, executives and senior officers had met their respective share ownership requirements or were in the permitted time frame to achieve such ownership.

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The following equity interests count toward fulfillment of ownership guidelines provided that such equity interests have not been pledged as security for a financing obligation:

Securities Trading Policy and Prohibition against Hedging of Company Equity Securities

The Company’s Securities Trading Policy sets forth guidelines and restrictions applicable to trustees and officers of the Company regarding transactions involving Company equity securities.  Pursuant to this policy, the Company imposes a trading moratorium on all trustees and officers at a vice president level and above in advance of earnings releases, and otherwise trustees and all employees are restricted from trading whenever they have knowledge of material non-public information such as material transactions or materially impactful cyber breaches.  Among other things, this policy also prohibits our trustees and executives from selling any Company equity securities if the security is not owned by the individual at the time of sale (commonly called a "short sale").  This policy further prohibits trustees and executives from purchasing financial instruments that are designed to hedge or offset any decrease in the market value of their Company equity securities.  The Company’s Code of Ethics and Business Conduct prohibits employees from engaging in short-term speculation in Company securities or engaging in any transaction in which he or she profits if the value of Company securities falls.

Political Contributions Policy

The Company has a robust policy governing political expenditures. Under the policy approved by the Board, any political spending by the Company must be legitimately linked to the Company’s business purposes and strategic intent, approved by the Chief Executive Officer, and reviewed annually by the Corporate Governance Committee. The policy, together with a disclosure on the amount spent under the policy during the previous calendar year, is available on the Company’s website at www.equityapartments.com in the Investor section under “Corporate Governance.”

Shareholder Right to Amend Bylaws

In response to a shareholder proposal and following significant engagement with shareholders holding more than 50% of the Company’s outstanding shares in the aggregate, Article XIV of the Company’s Bylaws was amended in 2017 to permit shareholders to amend the Bylaws by the affirmative vote of the holders of a majority of the outstanding common shares of the Company pursuant to a proposal submitted for approval at a duly called annual meeting or special meeting of shareholders by a shareholder, or group of up to five shareholders, owning 1% or more of the Company’s outstanding common shares continuously for at least one year.  A shareholder proposal submitted under Article XIV may not alter or repeal (i) Article XII of the Bylaws, which provides for indemnification of trustees and officers of the Company or (ii) Article XIV of the Bylaws, which addresses procedures for amendment of the Bylaws, without the approval of the Board.  The

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foregoing is a summary of Article XIV of the Company’s Bylaws and is qualified in its entirety by the text of that section.  Since the adoption of the aforementioned amendment to Article XIV of the Company’s Bylaws, the trustees serving on the Board’s Corporate Governance Committee have received an average voting approval percentage of over 98%, which the Company believes is an indication of its shareholders’ overwhelming support for this provision.

Board Composition and Trustee Nomination Procedures

Trustee Qualifications and Diversity

The Company’s Corporate Governance Guidelines set forth the Board’s policies for the desired attributes of trustees and the Board as a whole.  The Board will seek to ensure that a substantial majority of its members are independent within the NYSE listing standards.  Each member of the Board must possess the individual qualities of integrity and accountability, informed judgment, financial literacy and high performance standards and must be committed to representing the long-term interests of the Company and its shareholders.

The Board values diversity in its broadest sense, reflecting, but not limited to, diversity by profession, geography, gender, ethnicity, skills and experience, and believes that as a group, the nominees bring a diverse range of thought and perspectives to the Board’s deliberations that improves decision-making, risk oversight and innovation.  As a general matter, the Board does not believe it should create a mandatory retirement age for trustees or establish term limits for trustee service, instead preferring to rely upon its evaluation procedures as the primary method of ensuring that each trustee continues to act in a manner consistent with the best interests of the Company and its shareholders.

Identifying and Evaluating Nominees

The Corporate Governance Committee regularly assesses the appropriate number of trustees comprising the Board, and whether any vacancies on the Board are expected due to retirement or otherwise.  The Corporate Governance Committee considers suggestions of potential trustee candidates made by current Board members, shareholders, professional search firms or other persons.  The Corporate Governance Committee may consider those factors it deems appropriate in evaluating trustee candidates, including: judgment, skill, diversity, strength of character, familiarity with businesses and organizations comparable in size or scope to the Company, experience and skill relative to other Board members and specialized knowledge or expertise.  The evaluation also includes a critical review of annual performance assessments, as previously described.  Furthermore, as also described above, the evaluation includes a review of whether trustee candidates have time available to devote to Board service. Of particular importance to the Company’s strategy are skills and experience relating to real estate; finance and capital markets; innovation, technology and cybersecurity risks; marketing and consumer insight; risk management; ESG; political and reputational risk; and corporate leadership in general.

Each of the members of the Corporate Governance Committee, as well as all or substantially all of the other trustees, including the Chief Executive Officer, interview potential candidates that the Corporate Governance Committee has deemed qualified and appropriate.  If the Corporate Governance Committee determines that a potential candidate meets the needs of the Board, and has the qualifications as set forth in the Company’s Corporate Governance Guidelines, it will recommend the nomination of the candidate to the Board.

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Shareholder Nominees

The Corporate Governance Committee will consider properly submitted shareholder nominees for election to the Board and will apply the same evaluation criteria in considering such nominees as it would to persons nominated under any other circumstance.  A shareholder wishing to submit to the Corporate Governance Committee a potential nominee for election to the Board for its consideration should follow the following procedures:

Pursuant to the Company’s Bylaws, a shareholder of the Company who is a shareholder of record at the record date set by the Board for the purpose of determining shareholders entitled to vote at the annual meeting, at the time of giving notice (as described in this paragraph) and at the time of the annual meeting, and who is entitled to vote at such meeting, may nominate individuals for election to the Board if the shareholder complies with the following requirements.  First, the shareholder must give the Corporate Secretary of the Company timely written notice of nomination.  Generally, notice will be timely if it is delivered not earlier than the 150th day, nor later than 5:00 p.m., Central Time, on the 120th day, prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting.  Accordingly, for the Company’s annual meeting in the year 2023, the Corporate Secretary must receive the notice not earlier than November 19, 2022 and not later than 5:00 p.m., Central Time, on December 19, 2022.  The notice must set forth certain information as to each individual the shareholder proposes to nominate, information with respect to Company security ownership by the shareholder giving such notice, and, to the extent known by the shareholder giving notice, the name and address of any other shareholder supporting the nominee for election.  The foregoing is a summary of Article II, Section 13 of the Bylaws of the Company and is qualified in its entirety by the text of that section.

The Company’s shareholders also possess the right to nominate candidates to the Board through proxy access provisions of the Company’s Bylaws.  The Bylaws permit a shareholder, or group of up to 20 shareholders, owning 3% or more of the Company’s outstanding common shares continuously for at least three years, to include in the Company’s annual meeting proxy materials trustee nominations for up to 20% of the seats on the Board, subject to the other terms and conditions of the Bylaws.  The foregoing is a summary of Article II, Section 16 of the Bylaws of the Company and is qualified in its entirety by the text of that section.  Electronic copies of the Bylaws are available on the Company’s website at www.equityapartments.com in the Investor section under “Corporate Governance,” and hard copies are available free of charge by writing to Equity Residential, Two North Riverside Plaza, Suite 500, Chicago, Illinois 60606, Attn:  Corporate Secretary or by contacting Investor Relations by phone (1-888-879-6356) or e-mail (investorrelations@eqr.com).

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Board Refreshment

The Corporate Governance Committee seeks to maintain a board that as a whole possesses the objectivity and the mix of skills and experience to provide comprehensive and effective oversight of the Company’s strategic, operational and compliance risks.  The Committee believes that ongoing board refreshment is important to maintain an appropriate mix of skills and provide fresh perspectives while leveraging the institutional knowledge and historical perspective of the Board’s longer-tenured trustees.  In keeping with the Committee’s overall strategy for trustee succession and the appointment of new Board members, since 2015 the Board has added five new independent trustees, five trustees have retired and one trustee is retiring in June of this year.

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Set forth below is a snapshot of the composition of our Board immediately following the Annual Meeting if the eleven trustee nominees are re-elected.

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.

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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.

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Trustees Nominated for Re-Election

Set forth below are biographies of each of our trustees as of April 1, 2022, 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.

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Incumbent Trustee Retiring

Biographical Information of Executives

Set forth below are biographies of each of our executives as of April 1, 2022.  See “Biographical Information and Qualifications of Trustees” above for the biography of the Company’s Chief Executive Officer, Mark J. Parrell.

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COMMON SHARE OWNERSHIP OF TRUSTEES AND EXECUTIVES

The following table sets forth information, as of February 28, 2022, with respect to the beneficial ownership of the Company’s common shares by each trustee, its named executive officers (“NEOs”), and the trustees and all executives as a group.  Unless otherwise indicated, each person has sole voting and investment power over the common share equivalents listed.  On February 28, 2022, a total of 388,014,557 common share equivalents (comprised of common shares, OP Units and restricted units) were outstanding. (1)(2)

* Less than 1%.

In addition to the common shares and OP Units set forth above, common shares and OP Units are indirectly owned by various family trusts established for the benefit of Mr. Zell and his family, the trustee of which is Chai Trust, a state-regulated corporate trust company.  Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power with respect to such common shares or OP Units.  Mr. Zell disclaims beneficial ownership of such common shares and OP Units, except to the extent of any pecuniary interest therein.  In addition, common shares are beneficially owned by a family foundation of which Mr. Zell is a director; however, Mr. Zell does not have voting or dispositive power over such common shares, or any pecuniary interest therein, and therefore disclaims beneficial ownership of such common shares.

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COMMON SHARE OWNERSHIP OF PRINCIPAL SHAREHOLDERS

This table sets forth information with respect to persons who are known to beneficially own more than 5% of the Company’s outstanding common shares as of December 31, 2021.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) provides a detailed description of our executive compensation philosophy, objectives and components, the compensation decisions made under those components, and the performance metrics and other relevant factors the Compensation Committee used in making those decisions.

At our 2021 Annual Meeting of Shareholders, our 2020 Executive Compensation Program was approved by approximately 96% of the votes cast on the matter.  Furthermore, since our current compensation structure was put in place in 2015 following significant shareholder outreach, our shareholders have approved it annually by an average of 93% of the votes cast.  We believe our shareholders’ overwhelming support for the Company’s compensation program reflects the strong alignment between executive pay and performance.

The Company’s 2021 Executive Compensation Program, which applied to Mr. Parrell and his direct reports, is based on a strong performance-oriented compensation philosophy to align executive and shareholder interests and is designed to attract, retain and motivate talented executives.

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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 2021, 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 2021 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 60% of which were objective measurable metrics for the other executives) established by the Compensation Committee.  The goals were comprised of Corporate Goals, which were shared by all executives, and business unit goals (“Business Unit Goals”) for all executives other than Mr. Parrell, which were unique to each executive.  These goals were generally pre-established, with all Corporate Goals and many Business Unit Goals measured objectively.

Each executive was also assigned Individual Goals for 2021: Mr. Parrell by the Compensation Committee and the other executives by Mr. Parrell and approved by the Compensation Committee.  Individual Goals were assessed subjectively and were intended to move the Company and/or business unit forward in terms of organizational structure, improve on such practices as collaboration among business units and enterprise-wide thinking, provide for appropriate leadership and succession management or otherwise address developmental needs of individuals or groups within the organization.

The Annual Incentive Plan rewarded achievement of these goals based on the Compensation Committee’s quantitative and qualitative assessment of the executives’ contributions to that performance.  Performance against each goal was assessed against Threshold, Target and Maximum performance levels, equating to payouts at 50%, 100% and 200%, respectively, and each goal was assigned a weighting relative to the other annual goals.  Results between Threshold and Target or between Target and Maximum were based on interpolation.  Performance below Threshold would have earned 0%, and performance that exceeded the Maximum would be capped at the Maximum level.  The total annual incentive earned by an executive was the sum of the weighted annual incentive amounts earned with respect to each goal.

To further encourage executive retention and align the interests of our executives with our shareholders, a significant amount (in some cases, 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.

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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.

Long-Term Incentive Plan

The third component of the program in 2021 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 and absolute Total Shareholder Return (“TSR”) and achievement of Normalized Funds From Operations (“Normalized FFO”) over a forward-looking three-year performance period compared to pre-established quantitative performance metrics.  This 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 2021, at the target dollar amounts shown on page 43, covering the three-year performance period from January 1, 2021 through December 31,

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2023, with the following pre-established quantitative performance metrics and potential payout levels:

The Compensation Committee, as promptly as practicable following the conclusion of the performance period, shall determine the resulting settlement, if any, of LTI Awards compared against the performance metrics established for the period. If a Change in Control (as defined in the “Change in Control/Severance Agreements” section below) occurs at any time prior to the end of the performance period, the award shall be valued as though the performance period had ended on the date of the Change in Control.

Executives participating in the LTI Plan elect prior to the start of the performance period to settle the LTI Award in restricted shares and/or restricted units.  With respect to an award that will be settled in the form of restricted shares, the Company does not pay the grantee any dividends on such shares during the performance period.  Once the number of restricted shares to be issued, if any, has been determined, the Company will make a cash payment to the grantee in an amount equal to all dividends that would have been paid on those restricted shares had they been outstanding and entitled to dividends during the performance period.

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For income tax reasons, grantees of awards that will be settled in the form of restricted units: (i) will be issued restricted units at the time of grant at the maximum amount but such units will be subject to forfeiture (other than the hereinafter described partial distributions paid thereon, which are not subject to forfeiture) at the end of the performance period depending on actual performance and (ii) will be paid a distribution in the amount of 10% of any distributions paid on OP Units during the performance period.  Once the final resulting number of restricted units, if any, has been determined, the Operating Partnership will make a cash payment to the grantee in an amount equal to all distributions that would have been paid on those restricted units had they been outstanding and entitled to distributions during the performance period, less any previously paid partial distributions.

New in 2022

For the Company’s 2022 Executive Compensation Program, the Compensation Committee has determined to add a new metric to the LTI Plan as well as a new, more objective ESG-related Corporate Goal to the Annual Incentive Plan.  Both adjustments are intended to continue the close alignment of shareholder interests with the program’s stated goal of attracting, retaining and motivating talented executives.

For the 2022 LTI Plan, covering the three-year performance period from January 1, 2022 through December 31, 2024, the Compensation Committee has determined to replace the Absolute Company TSR metric with a Net Debt to Normalized EBITDAre (as defined hereinafter) metric.  The Compensation Committee determined to add a Net Debt to Normalized EBITDAre metric to the LTI Plan in light of the vital importance that prudent balance sheet management bears to the Company’s success in the capital-intensive apartment industry.  Adding this metric also achieves a balance with the existing Normalized FFO metric, so that executives will be disincentivized to pursue growth at the expense of balance sheet integrity.  In addition, this new metric is intended to further enhance the motivation of the LTI Plan participants since the actions of the participants will have a direct impact on performance on this metric.

Generally, Threshold performance on the new LTI 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 any payout.

Consistent with the Company’s purpose and commitment to the incorporation of ESG concepts in all aspects of the Company’s business, the Compensation Committee has determined to add a new Corporate Goal to the 2022 Annual Incentive Plan relating to ESG, measured across a new scorecard.  The current Leadership Corporate Goal (consisting of leading through adversity, employee retention and D&I) will be expanded to include specific and transparent environmental and governance factors.

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2021 Performance and Compensation

Target Compensation

The following table shows 2021 target compensation for our NEOs, broken out into the three components of the program as described in the preceding pages.  In 2021, target compensation for our NEOs was established at levels generally between the 25th percentile and the market median, recognizing that most of them are newer to their role.  We expect target compensation for our NEOs to adjust over time to align with the general market in a manner commensurate with their performance.

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Pay Mix

The Compensation Committee believes that as the responsibilities of our executives increase, the proportion of their total compensation that is at risk and dependent on performance should also increase.  Accordingly, a significant portion of our executives’ total target compensation was outside of base salary and therefore determined on the basis of performance:  approximately 90% for Mr. Parrell and an average of 77% for the other NEOs.  Furthermore, approximately 49% of Mr. Parrell’s target compensation and an average of 29% of the target compensation of the other NEOs was comprised of LTI Awards and totally dependent on the Company’s relative and absolute TSR and Normalized FFO over a forward-looking three-year performance period.

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Company Highlights

Driven by our corporate purpose of “Creating communities where people thrive,” in 2021 we continued our long track record of strategic capital allocation, including expansion into new markets that attract our affluent renter demographic, balance sheet stability, and proactive expense management, while continuing to prioritize the health and safety of our residents and employees in the second year of the COVID-19 pandemic by ensuring our properties remained open and operating in a safe manner with our employees having the resources they need to support their physical, mental and financial wellbeing.  In doing so, we:

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Annual Incentive Plan – Corporate Goal Results

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Annual Incentive Plan – Performance of the Chief Executive Officer

To determine the amounts of Mr. Parrell’s 2021 Performance Bonus and Performance Equity Grant, the Compensation Committee calculated results on the Corporate Goals, as delineated above, and assigned a score to his Individual Goals.  The independent trustees of the Board then approved such calculations, scores and overall compensation.

Mr. Parrell’s Individual Goals for 2021, which were assigned by the Compensation Committee, included capital allocation, innovation and strategic initiatives, investor perception and understanding, development of a comprehensive ESG strategy for the Company and other Equity Values initiatives, including employee and resident safety, as well as impacting political and regulatory matters important to the Company.

In reviewing Mr. Parrell’s performance on his Individual Goals, the Compensation Committee noted the following accomplishments:

As a result of the Company’s performance and Mr. Parrell’s contributions in 2021, he received a score of 172.84% of target on the Corporate Goals and a score of 150% of target on his Individual Goals, resulting in an overall weighted achievement of 167.13% of target on his Performance Bonus and his Performance Equity Grant.

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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 appropriately managing the Company’s finance and accounting functions, which include: liquidity, capital planning/management, financial planning, budgeting and guidance and overseeing the preparation of the Company’s financial statements and SEC filings.  He was also responsible for the oversight of the Company’s treasury, real estate tax, income tax and investor relations departments and capital markets execution, as well as ESG and Equity Values initiatives.  His goals also included ensuring the efficacy of the Company’s financial systems and reporting processes through a hybrid working environment and technology initiatives.

Mr. Garechana’s key accomplishments in 2021 included:

As a result of the Company’s performance and Mr. Garechana’s contributions in 2021, he received a score of 166.05% of target on the Corporate Goals, a score of 100% of target on his Business Unit Goals and a score of 150% of target on his Individual Goals, resulting in an overall weighted achievement of 144.63% 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 new store and same store performance, customer loyalty, delinquent residential account collections and IT, innovation, strategic and marketing initiatives.  His goals also included ESG and Equity Values initiatives, including employee and resident safety.

Mr. Manelis’ key accomplishments in 2021 included:

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As a result of the Company’s performance and Mr. Manelis’ contributions in 2021, he received a score of 166.05% of target on the Corporate Goals, a score of 100% of target on his Business Unit Goals and a score of 150% of target on his Individual Goals, resulting in an overall weighted achievement of 144.63% 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 the achievement of strategic transaction goals, new store, same store and retail performance, development of a comprehensive sustainability strategy for the Company, the achievement of property resilience, sustainability, renovation and capital expenditure metrics, as well as other ESG and Equity Values initiatives and political advocacy with respect to matters important to the Company.

Mr. Brackenridge’s key accomplishments in 2021 included:

As a result of the Company’s performance and Mr. Brackenridge’s contributions in 2021, he received a score of 166.05% of target on the Corporate Goals, a score of 125% of target on his Business Unit Goals and a score of 200% of target on his Individual Goals, resulting in an overall

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weighted achievement of 157.13% 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 management of legal activity for property transactions and development, management of litigation, management of regulatory risk and legal matters in property operations and contribution to capital markets matters and risk management, including insurance.  His goals also included ESG, Equity Values and innovation initiatives.

Mr. Fenster’s key accomplishments in 2021 included:

As a result of the Company’s performance and Mr. Fenster’s contributions in 2021, he received a score of 166.05% of target on the Corporate Goals, a score of 100% of target on his Business Unit Goals and a score of 175% of target on his Individual Goals, resulting in an overall weighted achievement of 147.13% 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 2020 and the actual awards granted in February 2022 with respect to performance under the Annual Incentive Plan in 2021 for each of the NEOs.

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Long-Term Incentive Plan

As described above, LTI Awards were awarded in January 2021 to each of the NEOs at the target dollar amounts shown on page 43, covering the three-year performance period from January 1, 2021 through December 31, 2023, with the pre-established quantitative performance metrics and potential payout levels described on page 41.  These LTI Awards remain subject to settlement after the end of the three-year performance period.

Compensation Risks

The Compensation Committee reviewed the elements of the Company’s compensation to determine whether they encourage excessive risk taking and concluded that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks, and that any risks arising from the Company’s compensation policies are not reasonably likely to have a material adverse effect on the Company.

Final Results of the 2019-2021 LTI Plan – Alignment of Pay and Performance

In January 2019, the Company issued LTI Awards under its 2019 Executive Compensation Program which allowed each executive to earn from 0% to 200% of a target number of Share Awards, as determined by the Company’s relative and absolute TSR and achievement of Normalized FFO over a forward-looking three-year performance period compared to pre-established quantitative performance metrics.  The following tables show the performance metrics and ultimate 85.74% achievement for the LTI Awards at the completion of the three-year performance period from January 1, 2019 through December 31, 2021 and the resulting Share Awards.

Determination of Performance of Company TSR and NFFO against Performance Metrics

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A comparison of this result to prior years illustrates the true variability of the Company’s Executive Compensation Program.  The total percentage of target achieved for the 2016-2018, 2017-2019 and 2018-2020 LTI Plans were 30.04%, 147.15% and 61.23%, respectively.

Determination of Resulting Share Awards

The following table sets forth the Share Awards for each grantee resulting from the 85.74% achieved as shown above.

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2019 Actual Compensation – Annual Incentive Plan and LTI Plan

With the determination of the 2019-2021 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 2019 in relation to target, clearly illustrating the variability of compensation and link between pay and performance:

Mr. Brackenridge was not a participant in the 2019 LTI Plan and thus has been omitted from the table above.  Messrs. Garechana and Manelis were not participants in the 2018 or 2017 LTI Plans, and Mr. Fenster was not a participant in the 2017 LTI Plan and not a NEO in 2018, and thus there are no historical percentages of target achieved for comparison purposes.

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 an optimal 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 whether pay magnitudes and designs are appropriate 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.

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Ferguson Partners performed its annual executive compensation study in 2021, which showed that compensation of our Chief Executive Officer and the remaining executive team generally ranked between the 25th percentile and the median of the peer group data.  While the executive team is increasing in tenure, it remains generally less tenured than the peer group due to the number of recent promotions.  As such, we expect target compensation for our NEOs to adjust over time to align with the general market in a manner commensurate with their performance.