Linda Walker Bynoe
About Linda Walker Bynoe
Independent trustee of Equity Residential since 2009 (age 72), Bynoe is President & CEO of Telemat Limited LLC and a former Morgan Stanley vice president with deep finance, governance, and consulting experience. She holds an MBA from Harvard Business School and is designated an Audit Committee Financial Expert, underscoring her accounting and financial risk management credentials. She currently chairs EQR’s Corporate Governance Committee and serves on the Audit Committee, reflecting board confidence in her governance leadership and financial oversight skills .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Telemat Limited LLC | President & CEO | 1995–Present | Management consulting; long-standing C-suite leadership |
| Telemat Limited LLC | Chief Operating Officer | 1989–1994 | Operations leadership at consulting firm |
| Morgan Stanley | Vice President – Capital Markets | 1985–1989 | Capital markets and finance expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Northern Trust Corporation (NASDAQ: NTRS) | Director | Current | Large financial services company; public board experience |
| PGIM Funds (formerly Prudential Retail Mutual Funds) | Director | Current | Fund complex directorship |
| Simon Property Group (NYSE: SPG) | Director | Until May 2012 | Prior public board experience at major REIT |
| Anixter International (NYSE: AXE) | Director | Until sale to WESCO (June 2020) | Board experience through corporate transaction |
Board Governance
- Independence: Classified as Independent; EQR’s key committees (Audit, Compensation, Corporate Governance) are fully independent .
- Committee roles: Chair, Corporate Governance Committee (4 meetings in 2024); Member, Audit Committee (8 meetings in 2024) .
- Attendance and engagement: In 2024, the Board held six meetings with 98% average attendance; no nominee attended fewer than 93% of Board/committee meetings. Non-employee trustees held five executive sessions; independent trustees held one .
- Board structure: Separate Chair and CEO; Independent Lead Trustee; robust evaluation process; right to hire outside advisors .
- Related-party oversight: Audit Committee reviews conflicts/related-party transactions; Code of Ethics addresses conflict handling. No related-party transactions involving trustees disclosed .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Applies to non-employee trustees, effective June 2024 |
| Equity (Share Awards/Option Awards) | $210,000 grant value | Granted at annual meeting; trustee elects mix; vests on first anniversary |
| Committee chair fee | $25,000 (Governance Chair) | Bynoe is Governance Chair |
| Committee member fee | $17,500 (Audit Member) | Bynoe is Audit member |
| Meeting fees | None specified | Compensation is via retainers and committee fees; Executive Committee member fee listed separately |
Director compensation actually paid in calendar 2024:
| Trustee | Annual Cash Fees | Share Awards | Option Awards | Total |
|---|---|---|---|---|
| Linda Walker Bynoe | $140,302 | $209,995 | — | $350,297 |
Grant mechanics/valuation for 2024 trustee awards:
- Annual trustee equity grants on 6/20/2024 valued at $210,000, with restricted shares priced at closing share price and restricted units at a 7.5% discount; options at grant-date Black-Scholes value; vest in full on first anniversary .
Performance Compensation
- Directors do not receive performance bonuses; equity grants are time-vested, not performance-vested. Trustee equity for 2024-2025 service vests on the first anniversary of the 6/20/2024 grant; Bynoe did not receive option awards in 2024 per the compensation table .
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict Considerations |
|---|---|
| Northern Trust Corporation (NTRS) | No EQR-related party transactions disclosed; Audit Committee oversees and must approve any such transactions . |
| PGIM Funds | Fund complex oversight; no EQR conflicts disclosed . |
| Prior: SPG, Anixter | Historical service; no ongoing EQR conflicts disclosed . |
Expertise & Qualifications
- Audit Committee Financial Expert; finance and accounting oversight capability .
- Capital markets and investment experience (Morgan Stanley) .
- Governance leadership as Corporate Governance Committee Chair; oversees board evaluation, composition, corporate responsibility, political spending review, and shareholder nominations/proxy access .
- Education: MBA, Harvard Business School .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common share equivalents) | 47,155 | As of March 31, 2025; options exercisable in 60 days: none; <1% ownership |
| Unvested trustee share awards | 3,346 | As of December 31, 2024; no outstanding options |
| Pledged shares | 0 | Company prohibits pledging; trustees/executives pledged total = 0 |
| Hedging policy | Prohibited for trustees and employees | Also prohibits short sales and certain derivatives |
| Ownership guideline | 5x cash retainer | Five-year compliance window; in 2024 all trustees were compliant or within the timeframe |
Governance Assessment
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Strengths
- Governance leadership: As Corporate Governance Committee Chair, Bynoe oversees board composition, evaluation, corporate responsibility oversight, and political spending review—key levers of board effectiveness .
- Financial oversight: Audit Committee member and Audit Committee Financial Expert designation; Audit Committee also oversees cybersecurity and related-party approvals, enhancing investor confidence in controls and risk oversight .
- Independence and engagement: Independent trustee with at least 93% attendance in 2024 across Board/committee meetings, within a board that maintains independent leadership and rigorous evaluations .
- Alignment: Meaningful equity component to director pay, strict hedging/pledging prohibitions, ownership guidelines (5x retainer) with board-level compliance, and no director pensions or preferential earnings .
-
Watch items
- Tenure/refreshment: Long service (since 2009) can cut both ways; institutional knowledge vs. refreshment considerations. EQR highlights board refreshment (seven new independent trustees since 2015 to replace nine departures) mitigating stagnation risk .
- Retirement horizon: At age 72, she meets the trustee “retirement” age used for vesting benefits (on or after age 72), implying potential near-term transition risk; however, no retirement announcement is disclosed .
- External roles: Current seats at Northern Trust and PGIM Funds add time demands but also financial oversight breadth; no EQR-related party transactions disclosed and Audit Committee screens conflicts .
-
Shareholder signals
- Say-on-pay support: EQR’s 2023 executive compensation program received ~90% approval at the 2024 annual meeting—supportive of overall governance/comp practices overseen by independent committees .
Overall, Bynoe’s committee leadership, financial expertise, and independence support board effectiveness and investor confidence, with primary monitoring items being succession/refreshment given tenure and age, and continued vigilance on potential interlocks—none of which are currently flagged by disclosed related-party reviews .