Mark J. Parrell

About Mark J. Parrell

Mark J. Parrell (age 58) is President & CEO of Equity Residential (EQR) and a trustee since 2019; he became CEO in January 2019 after serving as President since September 2018 and CFO from 2007–2018, having joined EQR’s finance group in 1999. He holds a B.B.A. from the University of Michigan and a J.D. from Georgetown University Law Center . EQR reports a 20.7% total shareholder return in 2024, driven by portfolio optimization, NOI growth, and balance sheet actions ; executive compensation outcomes reflect pay-for-performance via a 141.20% payout for the 2022–2024 LTI plan and 133.22% 2024 annual bonus/equity payout for Parrell, aligned to TSR, leverage, Normalized FFO, and operating KPIs .

Past Roles

Organization	Role	Years	Strategic Impact
Equity Residential	President & Chief Executive Officer	Jan 2019–present	Led strategic capital allocation (acquisitions in expansion markets, dispositions of older assets), balance sheet optimization, technology/analytics talent upgrades; 2024 AIP metrics exceeded or met targets in NOI, Normalized FFO, ESG, though G&A/PM costs missed .
Equity Residential	President	Sep 2018–Jan 2019	Transition to CEO role; continued strategic and operational oversight .
Equity Residential	EVP & Chief Financial Officer	2007–2018	Capital markets leadership; strengthened liquidity and financing profile .
Equity Residential	SVP & Treasurer	2005–2007	Treasury and financing responsibilities .
Equity Residential	Finance roles	1999–2005	Progressive finance leadership .

External Roles

Organization	Role	Years	Notes
T. Rowe Price Mutual Funds	Independent Director	Jul 2023–present	Public fund board experience .
Real Estate Roundtable	Board Member	Current	Policy/industry engagement .
Nareit	Second Vice Chair; Executive Board of Governors	Current	Industry leadership .
Weiser Center for Real Estate, Univ. of Michigan	Advisory Board	Current	Academic/industry linkage .
Greater Chicago Food Depository	Director; Chair of Finance Committee	Current	Community leadership .
Brookdale Senior Living (NYSE: BKD)	Director	2015–2017	Public board experience .
Aviv REIT (NYSE: AVIV)	Director	2013–2015	Merged into Omega Healthcare .

Fixed Compensation

Base salary (2024): $900,000; unchanged vs 2023 .
Target pay mix (2024): CEO target total compensation $10,350,000 consisting of salary $900,000; annual incentive targets of $2,025,000 cash bonus and $2,250,000 performance equity; LTI target $5,175,000 .
No executive employment agreements; compensation guided by objective pay-for-performance philosophy .

Performance Compensation

2024 Annual Incentive Plan (AIP) – CEO Weighting, Targets, Results, Payouts

Metric	Weight	Target	2024 Actual	Payout vs Target	Vesting
Same Store NOI Growth	25%	1.50%–2.00%	3.10%	200.00%	Performance Equity cliff vests at 3 years; options vest ratably over 3 years .
Normalized FFO/Share	25%	$3.84–$3.86	$3.89	142.86%	See above .
Corporate Responsibility	15%	14 points	17 points	150.00%	See above .
Normalized G&A & PM Costs	10%	$184.0–$185.0M	$189.4M	0.00%	See above .
Individual Goals	25%	Pre-set	Board assessed	100.00%	N/A

CEO overall AIP achievement: 133.22% of target; Performance Bonus paid $2,697,705 and Performance Equity Grant $2,997,450 (granted Jan/Feb 2025) .
AIP equity grant mechanics: Share Awards cliff vest 3 years; Option Awards vest in ~3 equal annual tranches; subject to continuous employment/retirement provisions .

Long-Term Incentive Plan (LTI)

2024 Grant (performance period 2024–2026): Metrics and weights:
- Relative TSR vs FTSE Nareit Equity Apartments Index (35%): Threshold −400 bps; Target 0 bps; Max +400 bps .
- Relative TSR vs FTSE Nareit Equity REIT Index (20%): Threshold −500 bps; Target 0 bps; Max +500 bps .
- Net Debt to Normalized EBITDAre (22.5%): Threshold 6.00x; Target 5.00x–4.00x; Max 3.00x .
- Normalized FFO/Share (22.5%): 2024 Target set at midpoint of guidance; annual scoring averaged across 3 years .
CEO 2024 LTI target/structure: Target 86,683 LTI units (threshold 43,342; max 173,366) reflecting $5,174,975 grant-date fair value; also Feb 1, 2024 Performance Equity Grants of 33,480 shares and 58,335 options at $60.96 strike .
2022–2024 LTI final results (settled): Overall 141.20% of target; component achievements: Nareit Apt Index +135.96 bps (133.99% of target); Nareit Equity Index −255.76 bps (74.42%); Net Debt/EBITDAre 4.41x (200%); 3-year Normalized FFO average 152.98%; CEO received 68,655 Share Awards vs 48,623 target .

Equity Ownership & Alignment

Beneficial ownership (as of Mar 31, 2025): 500,535 common share equivalents; options exercisable in 60 days: 285,411; <1% of shares outstanding .
Ownership guidelines: CEO required to hold 6x base salary; executives and trustees met requirements or within compliance window in 2024 .
Prohibitions: Hedging, short sales, pledging/margin prohibited for trustees and executives; pledged shares by insiders = zero .
Outstanding awards (12/31/2024): Unvested Share Awards 87,260 (market value $6,261,778); unearned/unvested LTI Awards 283,335 (illustrative value $20,332,120 based on period-end methodology); options include grants with strikes $60.76 (exp. 2/2/27), $60.33 (2/1/28), $67.48 (2/12/31), $66.59 (2/15/33), $60.96 (2/1/34), with specified exercisable/unexercisable balances .
2024 realized equity activity: Shares vested 70,031 for the CEO; no option exercises disclosed for the CEO in 2024 .

Employment Terms

No employment agreement; company uses plan-based severance and CIC agreements .
Executive Severance Plan (non-CIC): If involuntary termination without Cause or resignation for Good Reason:
- CEO receives lump-sum pro-rata AIP (bonus and performance equity) for year of termination; cash severance equal to 2.0x (base salary + target bonus) paid over 24 months; health benefits continuation for 24 months; immediate vesting of unvested equity awards (LTI handled via pro-rata cash valuation methodology); 24-month non-compete/non-solicitation; release required .
Change in Control agreements (double-trigger):
- CEO cash severance: 2.25x (base salary + average cash Performance Bonus over last 3 years); pro-rata bonus and LTI through termination date; 2.25 years of benefits continuation; accelerated vesting of unvested equity upon qualifying termination at/within 24 months post-CIC; Parrell has a Section 280G excise tax gross-up (company will not enter new agreements with gross-ups) .
Retirement/Death/Disability: Accelerated or continued vesting provisions for Share/Option/LTI awards subject to age/service and “Rule of 70” criteria; none of the NEOs are “age 62 eligible employees” for LTI acceleration by retirement .

Board Governance (Trustee Service, Committees, Independence)

Trustee since 2019; serves on the Executive Committee (members: Chairman Neithercut (Chair), Parrell, Neal (retiring at 2025 meeting), Sterrett) .
Board leadership: Separate Chairman (David J. Neithercut) and CEO roles; Lead Independent Trustee (Stephen E. Sterrett) with defined duties; 80% of 2025 nominees are independent .
Meetings/attendance: 6 Board meetings in 2024 with 98% average attendance; no nominee attended <93%; executive sessions held regularly (five non-employee sessions and one independent-only session in 2024) .
Committee structure entirely independent (Audit, Compensation, Corporate Governance); chair and member rosters disclosed .
Trustee compensation (Parrell excluded as CEO): Effective June 2024, non-employee trustees receive $90,000 cash retainer and $210,000 equity (share/option mix), with additional chair/member fees; annual equity vests in one year .
Ownership guidelines for trustees: 5x cash retainer .

Compensation Structure Analysis

Strong at-risk pay: ~91% of CEO target compensation is performance-based; significant portion in 3-year LTI with relative TSR, leverage, and Normalized FFO metrics; includes corporate responsibility goals in AIP .
2024 outcomes: AIP paid above target (133.22%) on NOI, FFO, and ESG over-delivery, but with zero payout on normalized G&A/PM costs due to unanticipated litigation expenses; demonstrates both upside/downside sensitivity .
LTI variability: 2018–2020, 2019–2021, 2020–2022, 2021–2023 LTI payouts varied widely (61.23%, 85.74%, 25.83%, 95.56%), evidencing rigorous performance design; 2022–2024 paid 141.20% reflecting superior leverage and Normalized FFO achievements .
Governance protections: Clawback policy aligned to NYSE/SEC rules; double-trigger CIC vesting; no repricing of options; hedging/pledging prohibited .
Benchmarking: Independent consultant (Ferguson Partners); CEO/NEO target pay aligned with market median REIT peer group .

Say-on-Pay & Shareholder Feedback

Advisory vote support: ~90% approval at 2024 meeting for 2023 program; since 2015, average ~93% with no year below 90% .
Ongoing investor engagement: Management and, at times, trustees engaged with holders representing nearly 40% of shares over the last twelve months (to early 2025); Investor Day Feb 2025 hosted ~80 in-person and 115 webcast participants .

Equity Ownership & Operating Performance (Context for Pay-for-Performance)

Metric	FY 2019	FY 2020	FY 2021	FY 2022	FY 2023	FY 2024
Revenues ($)	2,700,691,000*	2,571,705,000*	2,463,997,000*	2,735,180,000*	2,873,964,000*	2,980,108,000*
EBITDA ($)	1,739,535,000*	1,606,944,000*	1,458,545,000*	1,695,280,000*	1,768,536,000*	1,825,835,000*
Values retrieved from S&P Global.*

Risk Indicators & Red Flags

Excise tax gross-up: CEO retains a 280G excise tax gross-up under the CIC agreement (legacy provision; company will not enter new agreements with gross-ups) .
No hedging/pledging, no option repricing, no employment agreement; clawback in place .
Related-party transactions: Audit Committee oversees policy; prior related-party HQ lease with former Chairman’s entity was reviewed for arm’s-length terms; not specific to Parrell .

Compensation Committee Analysis

Members (2024/2025): Mary Kay Haben (Chair), Tahsinul Zia Huque, Mark S. Shapiro, Stephen E. Sterrett; fully independent .
Independent consultant: Ferguson Partners; 2024/2025 analysis concluded CEO and team target pay aligned to market median; no conflicts of interest .

Investment Implications

Alignment: High portion of CEO pay is at-risk and tied to TSR, deleveraging (Net Debt/EBITDAre), Normalized FFO, and operating/ESG metrics, with demonstrated variability (including zero payout on cost control in 2024) — supportive of pay-performance integrity .
Supply/vesting dynamics: 3-year cliff vesting on performance equity and LTI can create periodic settlement-related supply; CEO had 70,031 shares vest in 2024 and meaningful unvested awards outstanding — monitor Form 4s around vest dates for selling pressure .
Retention and change risk: Robust severance and CIC protections (double-trigger; 2.0x/2.25x multiples; non-compete 24 months) reduce flight risk but elevate potential change-in-control cash costs; legacy 280G gross-up is a governance overhang specific to CEO .
Governance quality: Separate Chair/CEO, strong independent board/committees, prohibitions on hedging/pledging, clawback, and consistently strong say-on-pay support suggest low governance friction risk .

Board Service History, Committee Roles, and Dual-Role Implications

Parrell serves as CEO and trustee (not Chair); Board maintains separate Chair and CEO with a Lead Independent Trustee, mitigating dual-role/independence concerns .
Committee role: Member, Executive Committee .
Board operations: 98% average attendance in 2024; regular executive sessions support independent oversight .
Director compensation: CEO/trustee is excluded from director fee program; non-employee trustee retainer structure disclosed .