Jordan L. Kaplan
About Jordan L. Kaplan
Jordan L. Kaplan, age 63 as of April 1, 2025, is President and Chief Executive Officer of Douglas Emmett, Inc. (DEI) and has served on the Board since the company’s inception; he joined predecessor operating companies in 1986, co‑founded the immediate predecessor in 1991, and served as CFO from 1991 to 2006. He holds a B.A. from UC Santa Barbara (1983) and an MBA from UCLA (1986) . Pay-versus-performance disclosure shows DEI’s TSR trended from 69 (2020) to 82 (2021), 40 (2022), 40 (2023), and 53 (2024), with Net Income of $38,553k (2020), $56,131k (2021), $96,540k (2022), $(75,840)k (2023), and $7,588k (2024), and FFO of $372,541k (2020), $383,456k (2021), $419,683k (2022), $377,291k (2023), and $345,528k (2024) . Kaplan’s compensation actually paid (CAP) varied materially with equity performance and vesting, reflecting strong linkage to shareholder outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Douglas Emmett predecessor operating companies | Joined firm; later co‑founder of immediate predecessor | Joined 1986; co‑founded 1991 | Built foundation for DEI’s Los Angeles and Hawaii Class A office/multifamily platform . |
| Douglas Emmett predecessor operating companies | Chief Financial Officer | 1991–2006 | Led finance for predecessor entities prior to NYSE-listed REIT formation . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $800,000 | $800,000 | $800,000 |
| Cash Bonus ($) | — | — | — |
| All Other Compensation ($) | $15,934 | $21,111 | $21,563 |
| Total Reported Compensation ($) | $8,653,835 | $8,238,984 | $9,083,361 |
Notes:
- CEO salary minimum under employment agreement is $1,000,000, voluntarily reduced 20% to $800,000 effective May 1, 2020 and currently maintained .
Performance Compensation
Annual Incentive Design and Metrics
- 2024 goals included Funds From Operations (FFO), absolute and relative Total Shareholder Return (TSR), ESG, operating matters, acquisitions, dispositions, development and redevelopment activities; committee retains discretion to consider other factors when appropriate .
- Equity grants awarded at year-end based on achievement against disclosed goals; 99% of incentive compensation delivered in restricted LTIP Units; options are not used .
- Transfer restrictions: equity cannot be transferred for 4–7 years after grant based on vesting date, and requires future stock price to exceed 102% of grant date price within 10 years or is forfeited; hedging prohibited; pledging discouraged and only permitted with CFO approval .
| Metric | Weighting | Target | Actual | Payout Vehicle | Vesting/Hurdles |
|---|---|---|---|---|---|
| FFO (company-level) | Not disclosed | Not disclosed | Not disclosed | LTIP Units | 3-year vesting; 4–7 year transfer lock; 102% stock-price hurdle; 10-year forfeiture if hurdle unmet . |
| TSR (absolute and peer-relative) | Not disclosed | Not disclosed | Not disclosed | LTIP Units | As above . |
| ESG and operating objectives | Not disclosed | Not disclosed | Not disclosed | LTIP Units | As above . |
| Acquisitions/dispositions/development | Not disclosed | Not disclosed | Not disclosed | LTIP Units | As above . |
Grants of Plan-Based Awards (2024)
| Grant Detail | Date | Quantity | Grant-date Fair Value ($) |
|---|---|---|---|
| LTIP Units | Approved Dec 4, 2024; granted Dec 12, 2024 | 598,681 | $8,261,798 |
| Pricing reference | Common stock close | $19.71 (Dec 12, 2024) | — |
Citations: Grant quantity, fair value, and pricing process .
Outstanding Unvested LTIP Units and Vesting Schedule (as of Dec 31, 2024)
| Metric | Dec 31, 2025 | Dec 31, 2026 | Dec 31, 2027 | Total |
|---|---|---|---|---|
| Unvested LTIP Units (units) | 201,100 | 131,056 | 59,868 | 392,024 |
| Market Value at 12/31/24 ($18.56/share) | — | — | — | $7,275,965 |
Citations: Vesting schedule and market value .
Equity Vested (2024)
| Metric | 2024 |
|---|---|
| LTIP Units Vested (units) | 595,304 |
| Value Realized on Vesting ($) | $11,048,842 (at $18.56/share on 12/31/2024) |
| Post-vesting constraints | Units remain subject to stock-price hurdle and 4-year lockout before redemption |
Pay Versus Performance (CEO)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Summary Compensation Table Total ($) | $8,468,019 | $9,071,244 | $8,653,835 | $8,238,984 | $9,083,361 |
| Compensation Actually Paid ($) | $4,965,617 | $12,461,572 | $4,400,000 | $9,208,079 | $12,460,323 |
| DEI TSR (value of $100) | 69 | 82 | 40 | 40 | 53 |
| Peer Group TSR (value of $100) | 88 | 101 | 63 | 67 | 73 |
| Net Income (Loss) ($000s) | 38,553 | 56,131 | 96,540 | (75,840) | 7,588 |
| FFO ($000s) | 372,541 | 383,456 | 419,683 | 377,291 | 345,528 |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Common Stock Beneficially Owned | 12,167,223 shares (6.9% of class) as of April 1, 2025 . |
| OP Units (share equivalents) | 8,576,602 OP Units included for Item 403 beneficial ownership purposes; OP Units are redeemable into common stock or cash at company election . |
| Foundation holdings | Disclaims beneficial ownership of 738,981 shares held by The Martha and Irv Kaplan Family Foundation, where he is sole director with voting/dispositive power . |
| Executive ownership guidelines | CEO must hold 4x annual salary/retainer; all executives/directors in compliance; equity cannot be transferred for 4–7 years post-grant; directors: 2-year post-vest transfer restriction . |
| Hedging/pledging | Hedging prohibited; pledging discouraged and permitted only with advance CFO approval; short sales and derivative transactions prohibited . |
Employment Terms
| Term | Provision |
|---|---|
| Agreement term | Through December 31, 2028; may be terminated earlier with or without cause (30 days’ notice for company no-cause or officer good reason) . |
| Base salary | Not less than $1,000,000; currently reduced to $800,000 at officer request since May 1, 2020 . |
| Bonus | Annual bonus based on individual and company performance as evaluated by Compensation Committee; post-change-of-control, salary+bonus floor equal to pre-CoC year . |
| Severance (no cause/good reason) | Lump sum equal to 3x average annual compensation over prior 3 full calendar years, including salary and annual bonus (including value of equity grants), plus 3 years of medical/dental coverage; estimated cash severance if terminated immediately after 12/31/2024: $36.2 million; release and restrictive covenants required . |
| Change of control | No single-trigger; same severance terms apply upon qualifying termination; unvested equity vests only if underlying class ceases to be publicly traded after CoC; estimated acceleration value at 12/31/2024 price: $7.3 million; no 280G tax gross-ups . |
| Non-compete | During term: no competing investment/employment in large/mid-size office/multifamily in Los Angeles County/Hawaii; passive holdings up to 5% allowed . |
| Perquisites | Use of automobile, family health insurance, incremental personal use of executive assistant; 25 days PTO; no unusual perqs beyond peers . |
| Clawback | Clawback policy aligned with SEC/NYSE rules for recovery of erroneously awarded incentive-based compensation upon financial restatement . |
Board Governance
- Service history: Kaplan has served as President & CEO and a director since inception; he is not identified as a committee member; all standing committees (Audit, Compensation, Nominating & Corporate Governance) comprise independent directors .
- Independence: Kaplan is an employee director and therefore not independent under NYSE rules; the Board’s non-employee members (except a retired former executive) are independent .
- Board leadership: With Chairman Emmett’s planned retirement, the Board will address future leadership structure at its May 2025 meeting following the annual shareholder meeting .
- Attendance: Directors attended all Board meetings in 2024 except one absence; committee meetings had two absences across members .
- Director pay: Employee directors (Kaplan, Panzer) do not receive director compensation; non-employee directors are paid in LTIP Units with chair premiums; equity is subject to transfer restrictions .
Compensation Peer Group and Benchmarking
| Practice | Detail |
|---|---|
| Benchmarking approach | Committee targets average CEO/COO pay in top one-third of peer group when rated Outperform, near median when Perform, bottom one-third when Underperform; pay adjustments seek to avoid dramatic swings (historical ±10%) . |
| Peer group (2024) | Alexandria (ARE); Apartment Income REIT (AIRC); Boston Properties (BXP); Empire State Realty Trust (ESRT); Hudson Pacific Properties (HPP); JBG SMITH (JBGS); Kilroy Realty (KRC); Paramount Group (PGRE); Piedmont Office Realty Trust (PDM); SL Green (SLG); UDR (UDR); Vornado (VNO) . |
Related Party Transactions and Red Flags
| Transaction | Parties | Terms / Materiality |
|---|---|---|
| Employment of Kaplan’s daughter | Douglas Emmett Management, LLC; Kaplan’s daughter | 2024 total compensation/benefits < $250,000; consistent with similarly situated employees; not an officer under Section 16 . |
| Other disclosed items | Emmett family office lease; CFO residential lease; employment of director family members | All at market terms; evaluated as not financially material; consistent with comparable roles . |
| Policies | Conflicts of interest managed via Code of Conduct; majority of disinterested directors must approve any waivers; hedging prohibited; pledging restricted . |
External Roles
Not disclosed in the 2025 proxy for Kaplan; skip.
Investment Implications
- Alignment strong but illiquid: With 12.2 million shares (6.9%) and 8.6 million OP Units plus strict 4–7 year transfer locks and a 102% stock-price hurdle (10-year forfeiture if unmet), Kaplan’s incentives are deeply tied to long-term TSR/FFO creation—reducing near-term selling pressure and aligning with multi-year value realization .
- Retention vs. severance optics: Contract term through 2028 with non-compete, but severance equal to 3x average total compensation including equity grants can be substantial ($36.2 million at YE2024 basis), implying high retention cost and potential shareholder scrutiny if performance lags; no single-trigger and no tax gross-ups mitigate governance risk .
- Performance linkage credible: Majority of pay “at risk,” equity-only incentives, no options or repricing, and CAP tracking demonstrates material sensitivity to stock performance; metrics include TSR and FFO which investors can monitor for payout expectations .
- Governance structure: CEO serves as director but not committee member; committees fully independent, with robust insider trading controls and clawback policy, supporting compensation governance quality even as Board leadership transitions in 2025 .