Catherine M. Carraway
Executive Vice President and Chief Human Resources Officer at EQR
Executive
About Catherine M. Carraway
Catherine M. Carraway, 64, is Executive Vice President and Chief Human Resources Officer at Equity Residential (EQR), serving as CHRO since April 2021; she previously was EVP–Human Resources (Jan–Mar 2021), SVP–Human Resources (Jan 2015–Jan 2021), and has held HR roles at EQR since March 2001 . Her external civic leadership includes serving as Vice President of the Board of Directors of Connections for Abused Women and their Children, and previously Co‑Chair of the All Stars‑Chicago Board of Directors . EQR’s executive pay‑for‑performance framework emphasizes Normalized FFO per share, Annual Growth in Same Store NOI, Net Debt to Normalized EBITDAre, and TSR relative to Nareit Apartment and Equity indices, with clawbacks and prohibitions on hedging/pledging as governance anchors .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Equity Residential | EVP & Chief Human Resources Officer | Apr 2021–present | Leads HR strategy, executive development and succession planning, with Board visibility and oversight |
| Equity Residential | EVP – Human Resources | Jan 2021–Mar 2021 | Transitional HR leadership, continuity into CHRO role |
| Equity Residential | SVP – Human Resources | Jan 2015–Jan 2021 | Senior HR leadership across enterprise |
| Equity Residential | Various HR roles | Mar 2001–2014 | Long‑tenured talent pipeline and institutional knowledge |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Connections for Abused Women and their Children | Vice President, Board of Directors | As of 2025 | Community leadership; governance experience |
| All Stars‑Chicago | Co‑Chair, Board of Directors | As of 2023–2024 | Youth development; external leadership network |
Performance Compensation
| Metric | Weighting (Other Executives, 2024) | Vesting |
|---|---|---|
| Annual Growth in Same Store NOI | 20% | Annual incentive predominantly paid as Performance Equity Grants; Share Awards cliff vest at 3 years, Options vest ratably over 3 years |
| Normalized FFO per Share | 20% | Same vesting mechanics as above |
| Corporate Responsibility | 15% | Same vesting mechanics as above |
| Normalized G&A and Property Management Costs | 10% | Same vesting mechanics as above |
| Business Unit Goals | 25% (applies to executives other than CEO) | Same vesting mechanics as above |
| Individual Goals | 10% | Same vesting mechanics as above |
| Most Important Financial Performance Measures Used in 2024 | |
|---|---|
| Normalized FFO per Share | Annual Growth in Same Store NOI |
| Normalized G&A and Property Management Costs | Net Debt to Normalized EBITDAre |
| TSR Relative to Nareit Apartment Index | TSR Relative to Nareit Equity Index |
Design details: Annual Incentive Plan goals are assessed at Threshold/Target/Maximum corresponding to 50%/100%/200% payout, with more than half of earned annual incentive paid in Performance Equity Grants that vest over multi‑year schedules to encourage retention .
Equity Ownership & Alignment
| Policy | Requirement |
|---|---|
| Executive Share Ownership Guidelines | CEO: 6x base salary; Executive Vice Presidents: 3x base salary; Senior Vice Presidents: 1x base salary; Trustees: 5x cash retainer |
| Compliance timeline | 5 years from appointment or promotion to comply |
| 2024 compliance status | All trustees, executives and senior officers had met their ownership requirements or were within the permitted timeframe |
| Hedging & pledging | Prohibited for trustees and executives |
| Shares pledged by trustees/executives (as of Mar 31, 2025) | Zero pledged |
Employment Terms
- No employment agreements with any executives .
- Clawback policy for incentive‑based executive compensation .
- Change‑in‑control treatment under the 2019 Share Incentive Plan: double‑trigger accelerated vesting for unvested Share and Option Awards upon termination other than for Good Cause within 24 months following a Change in Control; incomplete LTI Awards valued pro rata at CIC date with vesting only upon qualifying termination or death/disability .
- Executive Severance Plan and CIC Agreements disclosed for CEO, CFO, COO, CIO, and General Counsel (Parrell, Garechana, Manelis, Brackenridge, Fenster) with cash severance multiples, COBRA benefits, restrictive covenants (non‑compete/non‑solicit), and LTI settlement mechanics; Carraway is not named among covered NEOs in these agreements in the proxy .
- Securities trading policy prohibits hedging and pledging of Company equity securities .
Investment Implications
- Alignment: Mandatory ownership (EVP 3x salary), clawbacks, and prohibitions on hedging/pledging support strong pay‑for‑performance alignment and reduce agency risk .
- Retention and vesting overhang: Share Awards cliff vesting at three years and Options vesting over three years create multi‑year retention hooks; watch for clustered vesting dates as potential catalysts for insider Form 4 activity and short‑term supply, though individual grant details for Carraway are not disclosed .
- Performance levers: Compensation is tied to Normalized FFO/share, Same Store NOI growth, leverage (Net Debt/Normalized EBITDAre), and relative TSR, linking executive payouts to core REIT value‑creation drivers rather than accounting net income, which EQR explicitly does not use for compensation decisions .
- Change‑of‑control risk shaping: Company‑wide double‑trigger vesting under the Share Incentive Plan and absence of employment agreements mitigate entrenchment; excise tax gross‑ups are prohibited in new CIC agreements, with modified cutbacks for NEOs other than the CEO, suggesting shareholder‑friendly governance posture .
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