Mary Kay Haben
About Mary Kay Haben
Independent director of Equity Residential since 2011; age 68. Former President–North America at Wm. Wrigley Jr. Company (2007–Feb 2011) and a 27-year Kraft Foods executive, with an MBA from the University of Michigan Ross School of Business. Current committee roles: Chair, Compensation Committee; Member, Corporate Governance Committee; identified by EQR as independent . Board attendance in 2024 was strong (six meetings; 98% average attendance; no nominee below 93%), with regular executive sessions (five by non‑employee trustees; one by independent trustees) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wm. Wrigley Jr. Company | President – North America | 2007–Feb 2011 | Led growth via product/packaging innovation and digital media marketing |
| Kraft Foods Inc. | Various executive roles | 27 years, through 2007 | Drove bottom-line growth via marketing, brand positioning, acquisitions and productivity initiatives |
External Roles
| Organization | Role | Notes |
|---|---|---|
| The Hershey Company (NYSE: HSY) | Director | Current as of EQR 2025 proxy |
| Grocery Outlet (NASDAQ: GO) | Director | Current as of EQR 2025 proxy |
| University of Michigan Alumni Association | Chair | Current as of EQR 2025 proxy |
Board Governance
- Current EQR committee assignments: Compensation Committee (Chair) and Corporate Governance Committee (Member) .
- Committee activity: Compensation (6 meetings in 2024) and Corporate Governance (4 meetings in 2024) .
- Independence and board structure: 80% of trustees independent; separate Chair/CEO; Lead Trustee in place; executive sessions without management; majority voting with resignation policy for unelected nominees .
- Engagement and oversight signals:
- Annual rigorous board evaluations with independent third-party interviews (2024) .
- Compensation Committee oversees succession, talent, clawback; may form subcommittees; administers incentive-based recoupment policy updated to SEC/NYSE standards .
- Shareholder engagement and Investor Day participation with feedback informing governance and compensation practices .
Fixed Compensation
| Component | 2024 Amount (Mary Kay Haben) | Notes |
|---|---|---|
| Annual cash fees | $142,802 | Includes cash retainer and committee/member fees under program in effect |
| Equity grant (RSUs/Options) | $209,996 | Trustee annual long-term grant; mix elected by trustee; vests at first anniversary |
| Option awards (annual) | — | No separate 2024 option value reported for Haben; trustee program allows options as part of $210k equity grant |
| Total | $352,798 |
Trustee fee schedule and chair/member fees (program evolution):
| Fee Element | FY 2023–2024 Program (June 2023–June 2024) | FY 2024–2025 Program (June 2024–June 2025) |
|---|---|---|
| Annual cash retainer | $90,000 | $90,000 |
| Annual equity grant (RSUs/Options) | $190,000 | $210,000 |
| Compensation Committee Chair | $25,000 | $30,000 |
| Governance Committee Member | $10,000 | $12,500 |
| Audit Committee Chair | $30,000 | $35,000 |
| Lead Trustee | $40,000 | $50,000 |
| Chairman of the Board | $250,000 | $250,000 |
Vesting mechanics and grant valuation (trustee equity):
- Equity grants made on the annual meeting date; RSUs and options vest in full on first anniversary; options granted at closing price on grant date; Black‑Scholes fair value applied (example: 6/20/2024 grant price $67.85; option fair value $12.32; RSU unit value $62.76 for restricted units reflecting 7.5% discount) .
Performance Compensation
| Metric | Status | Source |
|---|---|---|
| Director performance-based metrics (TSR, FFO, ESG targets) | Not applicable to non‑employee trustees; trustee equity vests time‑based (one‑year); no performance targets disclosed for directors |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock with EQR |
|---|---|---|---|
| The Hershey Company (HSY) | Consumer staples | Director | Low; no direct supplier/customer exposure to multifamily REIT operations disclosed |
| Grocery Outlet (GO) | Consumer discretionary (retail) | Director | Low; no disclosed transactions with EQR |
| University of Michigan Alumni Association | Non‑profit | Chair | None |
Related-party transactions: EQR discloses legacy headquarters lease with an entity controlled by the former Chairman (Mr. Zell), reviewed/approved by the independent Audit Committee with third-party market validation; amounts disclosed historically; no related-party transactions involving Ms. Haben are identified in the proxy .
Expertise & Qualifications
- Governance expertise with deep corporate and board experience; marketing and consumer insight perspective pertinent to resident engagement .
- Executive leadership in large branded consumer companies (Wrigley, Kraft) .
- Recognition: NACD Directorship 100 (2020) .
- MBA, University of Michigan Ross School of Business .
Equity Ownership
| Metric (as of March 31, 2025) | Value |
|---|---|
| Common share equivalents owned | 30,711 |
| Options exercisable within 60 days | 8,064 |
| Ownership % of shares/common equivalents | <1%; trustees and executives as a group 1.1% |
| Pledging/Hedging | Prohibited for trustees and executives; pledged shares by trustees/executives = 0 as of 3/31/2025 |
| Director ownership guideline | 5x cash retainer; five-year compliance period; all trustees met or were within permitted timeframe in 2024 |
Governance Assessment
- Strengths: Independent, longstanding director; chairs compensation; strong attendance; robust board evaluation; clear share ownership guidelines; strict anti‑hedging/pledging policy; clawback policy aligned with SEC/NYSE; active shareholder engagement .
- Compensation oversight signals: Use of independent consultant (Ferguson Partners); peer benchmarking; no committee conflicts reported .
- Pay‑for‑performance sentiment: 2024 say‑on‑pay approved (For: 300,231,816; Against: 32,636,015; Abstain: 695,188; broker non‑votes: 15,191,048) ; historical support ~90% on 2023 program and ~93% average since 2015 structure .
- Red flags assessed: No attendance shortfall; no pledging/hedging; no Mary‑specific related party transactions disclosed; trustee equity is time‑vested without repricing features .
Overall read-through: As Chair of Compensation and member of Governance, Haben is central to talent, succession, and executive pay oversight. Current disclosures indicate strong independence, high engagement, and shareholder‑aligned governance practices without evident conflicts tied to her external roles .