Michele L. Aronson
About Michele L. Aronson
Michele L. Aronson is Executive Vice President, General Counsel and Secretary of Douglas Emmett, Inc. (DEI). She is 55 years old as of April 1, 2025 and joined DEI in 2014 after 13 years at Morgan Stanley’s private real estate investment division, prior roles at Paul, Hastings LLP, and Vice President/Legal Counsel at Douglas Emmett & Company; she holds a BA from UCLA and a JD from USC . Company performance relevant to pay-for-performance: DEI’s 2024 TSR was $53 vs peer group $73, with net income of $7.6 million and FFO of $345.5 million; multi-year context: TSR $69/$82/$40/$40 in 2020–2023, and FFO $372.5/$383.5/$419.7/$377.3 million, net income $38.6/$56.1/$96.5/$(75.8) million respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Morgan Stanley (Private Real Estate Investment Division) | Managing Director | 13 years | Led private real estate investing; capital sourcing for U.S./Europe transactions |
| Paul, Hastings LLP | Associate | Not disclosed | Legal advisory on transactions |
| Douglas Emmett & Company | Vice President / Legal Counsel | Not disclosed | In-house counsel for real estate operations |
External Roles
No external public-company directorships disclosed in the proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $450,000 | $450,000 |
| Target Bonus (%) | Not disclosed | Not disclosed |
| Actual Bonus ($) | $0 | $0 |
| Stock Awards ($ grant-date fair value) | $1,399,604 | $1,575,353 |
| All Other Compensation ($) | $13,000 | $13,000 |
| Total Compensation ($) | $1,862,604 | $2,038,353 |
| Perquisites (detail) | 401K match; auto allowance; each < $25,000 | 401K match; auto allowance; each < $25,000 |
Performance Compensation
Plan-Based Awards (2024)
| Approval Date | Grant Date | Instrument | Number of LTIP Units | Grant-Date Fair Value ($) | Grant Price Reference |
|---|---|---|---|---|---|
| Dec 4, 2024 | Dec 12, 2024 | LTIP Units | 114,156 | $1,575,353 | $19.71 closing price on grant date |
DEI grants incentive equity at year-end after evaluating performance vs goals; awards are 100% “at-risk,” restricted from transfer for 4–7 years from grant (based on vest date), and subject to a future stock-price hurdle (must exceed 102% of grant-date price within 10 years or forfeited) .
Vesting Schedule (Unvested as of 12/31/2024)
| Vesting Date | Units |
|---|---|
| Dec 31, 2025 | 93,388 |
| Dec 31, 2026 | 62,118 |
| Dec 31, 2027 | 28,539 |
| Total Unvested LTIP Units | 184,045 |
Equity Vested
| Year | Units Vested | Value Realized ($) | Valuation Basis |
|---|---|---|---|
| 2024 | 108,217 | $2,008,508 | $18.56 close on 12/31/2024; 1 share per LTIP Unit |
Note: Vested LTIP Units remain subject to a stock-price performance hurdle and a four-year lockout before redemption eligibility .
Performance Metrics Framework (2024)
| Metric | Weighting | Target | Actual | Payout Form | Vesting Terms |
|---|---|---|---|---|---|
| Funds From Operations (FFO) | Not disclosed | Not disclosed | Not disclosed | Restricted LTIP Units | Transfer restricted 4–7 years; 102% price hurdle within 10 years |
| Absolute TSR | Not disclosed | Not disclosed | Not disclosed | Restricted LTIP Units | Same as above |
| Relative TSR (vs Benchmark Group) | Not disclosed | Not disclosed | Not disclosed | Restricted LTIP Units | Same as above |
| ESG Objectives | Not disclosed | Not disclosed | Not disclosed | Restricted LTIP Units | Same as above |
| Operating, Acquisitions/Dispositions/Development/Redevelopment | Not disclosed | Not disclosed | Not disclosed | Restricted LTIP Units | Same as above |
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Common Shares Beneficially Owned | 179,303; <1% of class |
| OP Units (share equivalents) | 179,303 OP Units |
| Unvested LTIP Units (12/31/2024) | 184,045; market value $3,415,875 (based on $18.56 close, 1:1) |
| Equity Vested in 2024 | 108,217; value realized $2,008,508 |
| Stock Ownership Guidelines | 3x salary for executive officers; 5-year compliance window |
| Compliance Status | All executives and directors in compliance |
- Insider trading policy: prohibits short sales, derivatives, hedging, and trading without written permission; pledging or margining requires CFO approval and is generally discouraged .
- Governance “best practices”: hedging prohibited; pledges allowed only if Audit Committee determines loan can be repaid without resort to pledged securities; robust ownership/retention; no single-trigger CoC; no tax gross-ups; no option repricing .
Employment Terms
| Term | Provision | Economics |
|---|---|---|
| Employment Start Date | 2014; EVP, General Counsel and Secretary | Tenure ~11 years as of 2025 |
| Severance (Without Cause / Good Reason) | No contractual severance for Ms. Aronson | N/A |
| Death/Disability | Immediate vesting of equity scheduled to vest in calendar year of death | Estimated $2.0 million if termination immediately after 12/31/2024 |
| Change of Control | No single trigger; if equity’s conversion class not publicly traded post-CoC, unvested grants vest | Estimated acceleration value $3.4 million (as of 12/31/2024) |
| Clawback | SEC/NYSE-compliant policy to recover erroneously awarded incentive compensation | Applies to executive officers |
| Tax Gross-Ups | No excise tax gross-ups in CoC | N/A |
| Non-Compete / Non-Solicit | Not disclosed for Ms. Aronson | N/A |
Performance & Track Record (Company Context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company 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 |
Compensation Peer Group (Benchmarking)
| Peer Company |
|---|
| Alexandria Real Estate Equities, Inc. |
| Apartment Income REIT Corp |
| Boston Properties, Inc. |
| Empire State Realty Trust, Inc. |
| Hudson Pacific Properties, Inc. |
| JBG SMITH Properties, Inc. |
| Kilroy Realty Corporation |
| Paramount Group, Inc. |
| Piedmont Office Realty Trust, Inc. |
| SL Green Realty Corp. |
| UDR, Inc. |
| Vornado Realty Trust |
Compensation Committee Analysis
- Compensation Committee members: Leslie E. Bider (Chair), Shirley Wang, William Simon Jr. .
- Independent consultant: FTI Consulting recommended peer group; committee retains independent consultant; no interlocks or insider participation disclosed .
- Philosophy highlights: majority of NEO pay is performance-based; incentives delivered in restricted LTIP Units with long transfer restrictions and price hurdles; robust ownership guidelines; no single-trigger CoC; no tax gross-ups; clawback policy in place .
Related Party Transactions
No related party transactions disclosed for Ms. Aronson; proxy lists immaterial transactions involving other executives/directors (e.g., leases by Emmett family office and CFO’s apartment; employment of family members) .
Investment Implications
- Alignment and limited near-term selling pressure: Heavy use of restricted LTIP Units with 4–7 year transfer restrictions and a 102% price hurdle significantly limits near-term monetization of equity awards; 184,045 unvested units scheduled across 2025–2027 and 2024 vestings remain locked, reducing immediate insider supply overhang .
- Retention and change-of-control economics: Lack of contractual severance for Ms. Aronson increases at-will risk compared to CEO/COO, but CoC acceleration if equity becomes non-tradable provides partial protection (estimated $3.4 million), and death acceleration estimated at $2.0 million; no tax gross-ups mitigate shareholder concerns .
- Ownership discipline and risk controls: She is in compliance with a 3x salary ownership guideline; hedging is prohibited and pledging tightly restricted, supporting pay-for-performance integrity and reducing governance red flags .
- Performance linkage: Incentive outcomes are evaluated vs goals spanning FFO, TSR (absolute/relative), ESG, and operating/transactional execution, with awards granted post-performance; recent company TSR and FFO trends contextualize the committee’s “at-risk” design, with awards delivered as restricted equity rather than options to discourage excessive risk-taking .