David J. Neithercut
About David J. Neithercut
David J. Neithercut (age 69) is Chairman of Equity Residential (EQR) and has served on the Board since 2006; he was EQR’s CEO (2006–2018), President (2005–2018), EVP–Corporate Strategy (2004–2005), and CFO (1995–2004), and previously SVP of Finance at Equity Group Investments; he holds an MBA from Columbia and received Nareit’s 2018 Industry Leadership Award . He became Chairman in May 2023 and, consistent with NYSE standards, is not deemed independent due to his prior executive role; EQR’s Board has an independent Lead Trustee to balance governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Equity Residential | Chairman | May 2023–present | Presides over Board, counsels management, strategic stewardship |
| Equity Residential | Chief Executive Officer | Jan 2006–Dec 2018 | Led strategy, operations, capital markets; recognized industry authority |
| Equity Residential | President | May 2005–Sep 2018 | Senior leadership; marketing, operations oversight |
| Equity Residential | EVP – Corporate Strategy | Jan 2004–May 2005 | Corporate strategy formulation |
| Equity Residential | EVP & Chief Financial Officer | Feb 1995–Aug 2004 | Capital markets, finance leadership |
| Equity Group Investments | SVP Finance | Pre-EQR | Real estate finance expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Americold Realty Trust (NYSE: COLD) | Director | Current | REIT industry perspective and capital markets expertise |
| Public Storage (NYSE: PSA) | Lead Independent Trustee | Until May 2024 | Governance leadership at S&P 500 self-storage REIT |
| General Growth Properties (NYSE: GGP) | Director | Until May 2017 | Retail REIT board experience |
| Nareit | Advisory Board of Governors; Chair (2015) | Past | Industry leadership; 2018 Industry Leadership Award |
Board Governance
- Independence: Not independent under NYSE standards; Board affirms independence for 8 of 10 nominees, excluding Chairman (Neithercut) and CEO (Parrell) .
- Committees: Chairs the Executive Committee (authority on acquisitions/dispositions/financing within thresholds); the committee met 0 times in 2024 .
- Lead Trustee: Independent Lead Trustee (Sterrett) oversees CEO evaluation, sets Board evaluation process, presides over executive sessions, liaises with shareholders/trustees .
- Attendance: Board held 6 meetings in 2024 with 98% average attendance; no nominee attended fewer than 93%; all trustees attended the 2024 annual meeting; non-employee trustees held five executive sessions; independent trustees held one .
- Risk oversight: Audit oversees financial/cyber risks; Compensation oversees leadership/talent risks; Governance oversees board composition/corporate responsibility; related-party transactions reviewed/approved by Audit Committee .
- Share ownership guidelines: Trustees must hold 5x cash retainer; all trustees either met requirements or were within allowed timeframe in 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Fees (2024) | $94,000 | Cash retainer plus applicable committee fees |
| Chairman of the Board Fee (2024–2025 cycle) | $250,000 (elected as Option Award) | Chairman fee instituted in June 2023; Neithercut elected to take as options |
| Equity – Trustee Annual Grant (Structure) | $210,000 (Share Awards/Option Awards) | Granted at 2024 annual meeting; time-based vesting |
| Total 2024 Trustee Compensation (Neithercut) | $553,992 | Cash $94,000; Option Awards $459,992 |
EQR trustee compensation structure (2024–2025): Cash retainer $90,000; equity grant $210,000; Chair fees: Chairman $250,000; Lead Trustee $50,000; committee chair/member fees per schedule; options priced at closing share price with Black-Scholes fair value ($12.32 per option; vol 23.70%, risk-free 4.26%, dividend 3.77%) .
Performance Compensation
- Trustees do not have performance-tied metrics (no TSR/FFO hurdles); equity awards vest time-based (one-year for trustee grants); Neithercut’s Chairman fee was converted to an Option Award with exercise price equal to the closing price at grant; trustee equity grants on June 20, 2024 used $67.85 closing price and $12.32 Black-Scholes option value; restricted units valued at $62.76 due to 7.5% discount for unit-specific risks .
- No meeting fees; no pension for trustees; reimbursement for travel only .
Other Directorships & Interlocks
| Company | Relationship to EQR | Potential Interlock/Conflict Considerations |
|---|---|---|
| Americold Realty Trust (COLD) – Director | REIT, logistics/cold storage | No direct supplier/customer linkage to EQR’s multifamily operations disclosed; general REIT network overlap |
| Public Storage (PSA) – Former Lead Independent Trustee (to May 2024) | REIT, self-storage | No operational overlap; governance experience transferable |
| General Growth Properties (GGP) – Former Director (to May 2017) | REIT, retail malls | No direct EQR operations linkage; historic role |
No related-party transactions involving Neithercut are disclosed; Audit Committee reviews and approves all related-party transactions; hedging/pledging of company securities prohibited for trustees . Section 16(a) compliance: No delinquent reports noted for trustees in 2024 (Brackenridge had a single late Form 4; none cited for Neithercut) .
Expertise & Qualifications
- Real estate investments, operations, capital markets; long tenure and leadership in complex organizations .
- Governance acumen as Chair and prior CEO/CFO; risk assessment and strategic stewardship .
- Education: M.B.A., Columbia University; Nareit 2018 Industry Leadership Award .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Common Share Equivalents (as of Mar 31, 2025) | 827,326 | Includes common shares, OP Units, restricted units |
| Options Exercisable in 60 Days | 1,423,532 | As reported in beneficial ownership table |
| Unvested Share Awards (Trustee) | — (none) | Trustee unvested shares shown as zero |
| Option Awards Outstanding (Unvested and Vested, 12/31/2024) | 1,460,869 | Total options outstanding; vesting mix not detailed in trustee table |
| Ownership % of Shares Outstanding | <1% | Percent not individually listed; less than 1% |
| Shares Pledged as Collateral | 0 | Pledging prohibited by policy |
| Ownership Guidelines Compliance | Meets or within timeframe (trustees) | Trustees required to hold 5x cash retainer |
Governance Assessment
- Independence and oversight: As non-independent Chairman, Neithercut’s leadership is counterbalanced by an independent Lead Trustee, fully independent key committees, frequent executive sessions without management, and robust annual board evaluations with third-party facilitation—strengthening board effectiveness and investor confidence .
- Committee work: Chairs the Executive Committee, though it met 0 times in 2024; primary governance influence is through Board leadership rather than committee throughput .
- Engagement and attendance: Board attendance strong (98% average; ≥93% for all nominees); full annual meeting attendance—positive engagement signal .
- Alignment: Significant personal equity exposure via options and share equivalents; stringent anti-hedging/anti-pledging policy and ownership guidelines support alignment; pledging at zero—positive alignment .
- RED FLAGS: Not independent (as former CEO) ; lifetime health and life insurance benefits under an Executive Retirement Benefits Agreement (present value $503,590) could be perceived as a legacy perquisite—boards should ensure transparent rationale and limits to avoid conflict perceptions .
- Shareholder signals: Executive compensation program consistently approved with ~90%+ say‑on‑pay historically (2024: ~90%), suggesting broader investor support for EQR’s pay governance framework; trustee pay is fixed/time‑based, mitigating risk-taking concerns .
Overall, Neithercut brings deep REIT sector and capital markets expertise with strong ownership alignment and engagement. Independence concerns are mitigated by EQR’s governance architecture (Lead Trustee, independent committees, clawbacks, anti-hedging/pledging, rigorous evaluations), though the legacy executive retirement benefit warrants ongoing scrutiny for optics and potential conflicts .