Ann C. Hoff
Director at EQR
Board
About Ann C. Hoff
Ann C. Hoff (age 58) is an Independent Trustee of Equity Residential (EQR) since 2024 and serves on the Audit Committee. She is President and Chief Operating Officer of Bellagio and Park MGM at MGM Resorts International and will retire from that position in June 2025. She holds a B.S. in Hotel and Restaurant Management from UNLV and brings deep hospitality operations and brand management experience to the board . EQR’s Board affirms her independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MGM Resorts International | President & COO, Bellagio and Park MGM | Dec 2020–Jun 2025 | Oversaw operations for two casino resort destinations |
| MGM Resorts International | Chief Marketing Officer | Apr 2020–Dec 2020 | Led brand, PR, creative, sales, guest experience, direct marketing |
| MGM Resorts International | President & COO, Portfolio Properties | Mar 2019–Apr 2020 | Led strategic direction across multiple properties and enterprise centers of excellence |
| MGM Resorts International | Various operating and marketing roles | 1990–2019 | Long-tenured executive across hospitality operations and marketing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southern Hills Hospital | Board of Trustees member | Current | Governance/oversight of hospital operations |
| Las Vegas Convention and Visitors Authority | Board of Directors member | Current | Vice chair of the compensation committee |
| UNLV William F. Harrah College of Hospitality | Advisory Board | Current | Industry-academic advisory engagement |
Board Governance
- Independence: Independent trustee; Board determined all nominees except the Chairman and CEO are independent under NYSE standards .
- Committee assignments: Audit Committee member (not chair); Audit Committee has multiple designated “financial experts,” which does not include Hoff .
- Attendance and engagement: In 2024, the Board met six times with 98% average attendance; no nominee attended fewer than 93% of applicable Board/committee meetings; all trustees attended the 2024 Annual Meeting. Non‑employee trustees held five executive sessions; independent trustees held one .
- Term and elections: Trustees are elected annually; nominees (including Hoff) are standing for election to serve until the 2026 Annual Meeting .
| Governance Item | Status/Detail |
|---|---|
| Independence | Independent |
| Committees | Audit Committee member |
| Attendance | ≥93% of Board/committee meetings in 2024; Board average 98% |
| Executive sessions | 5 non-employee; 1 independent trustee session in 2024 |
| Share ownership guidelines | Trustees must hold 5x cash retainer; 5-year compliance window; all trustees met or are within timeframe |
Fixed Compensation
- EQR’s standard trustee pay (effective June 2024): $90,000 cash retainer plus $210,000 equity (Share Awards and/or Option Awards); additional committee fees for members/chairs (Audit member $17,500; Audit chair $35,000; Compensation chair $30,000; Governance chair $25,000; Lead Trustee $50,000; Chairman $250,000) .
| Component | Amount |
|---|---|
| Annual cash retainer | $90,000 |
| Annual equity (Share/Option Awards) | $210,000 |
| Audit Committee member fee | $17,500 |
- Actual 2024 compensation (calendar year basis) for Ann C. Hoff:
- Cash fees: $83,826 (partial-year due to March 19, 2024 appointment)
- Share awards: $258,782
- Total: $342,608
Footnote: She received a prorated long-term grant on March 19, 2024 of $48,798 (vests on first anniversary) in addition to standard June 2024 annual grant .
| Pay Element (2024) | Amount |
|---|---|
| Annual cash fees (prorated) | $83,826 |
| Share awards (prorated + annual) | $258,782 |
| Option awards | — (none) |
| Total | $342,608 |
Performance Compensation
Trustee equity awards are time-based (not performance-based). Annual trustee Share Awards and Option Awards vest in full on the first anniversary of the grant; trustees may elect mix of shares/options; no performance metrics apply to trustee grants .
| Trustee Equity Terms | Vesting | Performance Metrics |
|---|---|---|
| Annual trustee Share/Option Awards | Full vest on first anniversary of grant | None (time-based) |
| Prorated appointment grants (Mar 19, 2024) | Full vest on first anniversary of grant | None (time-based) |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Las Vegas Convention and Visitors Authority | Public authority | Director; vice chair of compensation committee | No EQR-related transactions disclosed; Board independence affirmed |
| Southern Hills Hospital | Healthcare | Board of Trustees | No EQR-related transactions disclosed |
| UNLV Harrah College of Hospitality | Academic | Advisory Board | No EQR-related transactions disclosed |
Expertise & Qualifications
- Extensive management and operational experience in hospitality and customer service; brand management insight; executive leadership track record (President/COO roles) .
- Board skill coverage aligns with EQR’s desired competencies in marketing/consumer insight, business operations, and corporate responsibility .
Equity Ownership
- Beneficial ownership (as of March 31, 2025): 3,895 common share equivalents; less than 1% of shares outstanding; no options exercisable .
- Unvested trustee grants at Dec 31, 2024: 3,895 unvested Share Awards; no options outstanding .
- Pledging/hedging: Prohibited; total pledged shares by trustees/executives is zero .
- Ownership policy: Trustees must hold 5x cash retainer; all trustees met or are within compliance window .
| Ownership Detail | Amount/Status |
|---|---|
| Common share equivalents | 3,895 |
| Options exercisable (60 days) | — |
| Percent of shares outstanding | <1% |
| Unvested share awards (12/31/2024) | 3,895 |
| Shares pledged | 0 (policy prohibition; group total zero) |
| Ownership guideline | 5x cash retainer; 5-year window; trustees in compliance/timeframe |
Governance Assessment
- Board effectiveness and independence: Hoff strengthens customer/brand expertise; independence affirmed; service on Audit (non-chair) diversifies operational perspectives on a financially literate committee with multiple designated “financial experts” .
- Attendance and engagement: Strong Board attendance in 2024 and regular executive sessions signal active oversight and independent dialogue; market visits and education enhance situational awareness .
- Alignment and incentives: Trustee pay mix emphasizes equity ($210k standard annual grant) alongside cash retainer; share ownership guidelines (5x retainer) and prohibition on hedging/pledging support alignment; no related-party transactions disclosed and Audit Committee reviews all such matters .
- Compensation structure stability: June 2024 trustee pay review increased fees (last review), with simple, time-based vesting; no performance metrics or meeting fees for trustees, reducing pay complexity risk .
- RED FLAGS: None disclosed for Hoff. Independence review found no transactions requiring Item 404 consideration; Section 16(a) compliance noted no delinquent filings for 2024 except one executive (not Hoff) . Potential time-commitment risk from external executive role is mitigated by annual third‑party board effectiveness assessments that explicitly evaluate trustee bandwidth .