Michael L. Manelis
Executive Vice President and Chief Operating Officer at EQR
Executive
About Michael L. Manelis
Michael L. Manelis, 56, is Executive Vice President and Chief Operating Officer of Equity Residential, serving as COO since July 2018 after senior roles leading property operations and IT since 1999. In 2024, EQR delivered a 20.7% total shareholder return, generated approximately $3.0 billion in total revenues, achieved 3.1% Same Store NOI growth, and reported $3.89 Normalized FFO per share; Manelis’ operations remit is directly tied to these outcomes through annual and long-term incentive metrics (Same Store NOI, Normalized FFO, TSR, and leverage via Net Debt to Normalized EBITDAre) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Equity Residential | EVP & COO | Jul 2018–Present | Leads property operations, customer experience, technology and centralization initiatives driving NOI, cost efficiency, and resident retention . |
| Equity Residential | EVP – Property Operations | Jan 2017–Jun 2018 | Elevated operational execution and standardization. |
| Equity Residential | SVP – Operations & IT | May 2012–Dec 2016 | Advanced data/analytics and technology enablement for operating teams. |
| Equity Residential | SVP – Property Operations | Aug 2005–May 2012 | Scaled property management processes and renovation programs. |
| Equity Residential | Various operations roles | 1999–2005 | Foundational roles across portfolio operations. |
External Roles
No external directorships or public company roles disclosed for Manelis in the 2024–2025 proxies .
Fixed Compensation
| Metric (USD) | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Base Salary | $650,000 | $650,000 | $660,000 | $660,000 |
| Target Performance Bonus | $940,095 (actual achieved, target percent not separately disclosed) | $1,218,750 (actual achieved, target percent not separately disclosed) | $1,111,275 (actual achieved, target percent not separately disclosed) | $990,000 (target; 2024 plan) |
| All Other Compensation (perqs, 401k, physicals, cybersecurity services) | $10,200 | $15,794 | $16,491 | $21,107 |
Notes:
- EQR sets AIP targets in dollar terms; target bonus percentage is not explicitly disclosed. 2024 target Performance Bonus of $990,000 vs $660,000 base implies 150% ratio, but only the target dollar is disclosed .
Performance Compensation
2024 Annual Incentive Plan (AIP) — Goal Framework and Results
| Metric | Weight (Other NEOs) | Threshold | Target | Maximum | Actual 2024 | Payout vs Target |
|---|---|---|---|---|---|---|
| Same Store NOI Growth | 20% | 1.00% | 1.50%–2.00% | 3.00% | 3.10% | 200.00% |
| Normalized FFO per Share | 20% | $3.80 | $3.84–$3.86 | $3.93 | $3.89 | 142.86% |
| Corporate Responsibility | 15% | 10 pts | 14 pts | 20 pts | 17 pts | 150.00% |
| Normalized G&A + Property Mgmt Costs | 10% | $187.5M | $184.0–$185.0M | $179.5M | $189.4M | 0.00% |
| Business Unit Goals (Manelis) | 25% | — | — | — | 125.00% (scored) | 125.00% |
| Individual Goals (Manelis) | 10% | — | — | — | 100.00% (scored) | 100.00% |
- Result: Manelis’ overall AIP achievement was 132.32% of target; his 2024 Performance Bonus and Performance Equity Grant were paid at 132.32% .
- 2024 actual cash Performance Bonus: $1,309,968; performance equity grant: $1,746,624 .
2024 Long-Term Incentive (LTI) Plan — Award Design
| Component | Weight | Threshold | Target | Maximum | Performance Period | Vesting |
|---|---|---|---|---|---|---|
| TSR vs Nareit Apartment Index | 35% | -400 bps | 0 bps | +400 bps | 2024–2026 | Cliff at 3-year end, subject to CIC and retirement provisions |
| TSR vs Nareit Equity REIT Index | 20% | -500 bps | 0 bps | +500 bps | 2024–2026 | Cliff vest (3 years) |
| Net Debt to Normalized EBITDAre | 22.5% | 6.00x | 5.00x–4.00x | 3.00x | Quarterly avg across period | Cliff vest |
| Normalized FFO per Share | 22.5% | $3.80 | $3.84–$3.86 | $3.93 | Annual set and averaged over 3 years | Cliff vest |
- 2024 LTI target values for NEOs are listed; Manelis’ 2024 LTI target was $1,319,959 .
Prior LTI Plan Payouts (demonstrates pay-for-performance variability)
| LTI Plan | Total Payout vs Target | Manelis Resulting Share Awards |
|---|---|---|
| 2022–2024 LTI | 141.20% | 17,053 shares (from 12,078 target) |
| 2021–2023 LTI | 95.56% | 15,453 shares (from 16,172 target) |
Equity Ownership & Alignment
| As of | Common Share Equivalents | Options Exercisable in 60 Days | % of Common Shares | Pledging Status |
|---|---|---|---|---|
| Mar 31, 2025 | 118,094 | 165,872 | <1% | Zero pledged (policy prohibits) |
| Mar 28, 2024 | 90,145 | 135,417 | <1% | Zero pledged (policy prohibits) |
Stock ownership guidelines: Executive Vice Presidents must hold at least 3x base salary in EQR equity; executives have five years to comply, and all executives met guidelines or are in the permitted timeframe in 2023–2024 .
Outstanding and Recent Grants — Vesting and Terms (Manelis)
| Grant Type | Grant Date | Quantity | Exercise/Value Basis | Vesting | Expiration |
|---|---|---|---|---|---|
| Share Awards (AIP) | 2/1/2024 | 18,949 | $60.96/sh (closing price) | Cliff vest at 3 years (2/1/2027) | — |
| Options (AIP) | 2/1/2024 | 33,648 | $60.96 strike | 1/3 per year over 3 years | 02/01/2034 |
| LTI Awards (target) | 1/1/2024 | 21,591 | Monte Carlo $59.70–$62.64 | Cliff vest post 3-year performance | — |
| Share Awards (AIP) | 2/15/2023 | 11,282 | $66.59/sh (close) | Cliff vest at 3 years (2/15/2026) | — |
| Options (AIP) | 2/15/2023 | 57,716 | $66.59 strike | 1/3 per year over 3 years | 02/15/2033 |
Selected unexercised option positions (as of 12/31/2024):
- 19,238 exercisable / 38,478 unexercisable at $66.59, exp. 02/15/2033
- 63,095 exercisable at $67.48, exp. 02/12/2031
- 29,580 exercisable at $83.08, exp. 01/31/2030
- 22,491 exercisable at $72.02, exp. 02/01/2029
- 668 exercisable at $60.76, exp. 02/02/2027; 345 exercisable at $60.33, exp. 02/01/2028
Vested Activity — Potential Selling Pressure Indicators
| Year | Options Exercised | Shares Vested | Value Realized on Vesting |
|---|---|---|---|
| 2024 | 0 | 18,176 | $1,103,216 |
| 2023 | 0 | 10,743 | $710,435 |
- Company policy prohibits hedging and pledging, reducing misalignment and forced-selling risk; executives are subject to trading moratoria around earnings and material MNPI .
Deferred Compensation (SERP) — Alignment via Deferrals
| Year | Executive Contributions | Year-End Balance |
|---|---|---|
| 2024 | $55,564 | $3,419,326 |
| 2023 | $60,938 | $2,787,980 |
Employment Terms
Severance (Non-Change-in-Control)
| Provision | CEO | Other NEOs (includes Manelis) |
|---|---|---|
| Cash Severance Multiple | 2.0x base + target bonus (paid over 24 months) | 1.5x base + target bonus (paid over 18 months) |
| Prorated AIP (bonus + equity) | Yes (target) | Yes (target) |
| Health Benefits Continuation | 24 months | 18 months |
| Equity Acceleration | Immediate vesting of unvested Options/Share Awards; vested options exercisable through severance period | Immediate vesting of unvested Options/Share Awards; vested options exercisable through severance period |
| LTI Awards | Pro-rata cash value based on elapsed period; paid over severance term | Pro-rata cash value; paid over severance term |
| Restrictive Covenants | Non-compete & non-solicit: 18 months; trade secrets/confidentiality/non-disparagement: indefinite | Non-compete & non-solicit: 18 months; confidentiality: indefinite |
Change-in-Control (Double Trigger)
| Provision | CEO | Other NEOs (includes Manelis) |
|---|---|---|
| Eligible Window | 3 years post-CIC | 2 years post-CIC |
| Cash Severance Multiple | 2.25x base + avg bonus last 3 yrs | 2.25x base + target bonus + target performance equity grant |
| Benefits Continuation | 2.25 years | 2.25 years |
| Equity | Double-trigger acceleration of Options/Share Awards upon termination within 24 months of CIC; incomplete LTIs valued at CIC-date and vest on termination/death/disability | |
| Excise Tax Treatment | CEO gross-up (legacy); company will not add new gross-ups | Modified cutback (reduce if net after-tax is higher; otherwise pay and incur excise tax) |
Retirement, Death, Disability
- Accelerated vesting of unvested Options/Share Awards on death/disability; retirement rules (age 62 or “Rule of 70”) govern vesting continuation and LTI proration/vesting specifics; none of the NEOs are “age 62 eligible employees” for accelerated LTI vesting on retirement .
Compensation Structure Analysis
- Cash vs Equity Mix: For 2024, Manelis’ target comp mix remained consistent with 2023; performance-based equity via AIP and LTI constitutes a significant portion, supporting pay-for-performance alignment .
- Shift toward RSUs vs Options: AIP grants include both Share Awards (3-year cliff vest) and Option Awards (3-year ratable vest); no repricing allowed under plan rules .
- At-Risk Pay: 2024 AIP outcome at 132.32% and LTI multi-year metrics tie payouts directly to TSR, leverage, and Normalized FFO, reinforcing alignment .
- Discretionary Adjustments: Corporate cost goal payouts were zero in 2024 due to higher legal expenses; in 2023, the cost target was made more difficult mid-year to exclude non-recurring items—an investor-friendly adjustment .
Say-on-Pay & Shareholder Feedback
| Meeting Year | Program Year Voted | Approval |
|---|---|---|
| 2024 Annual Meeting | 2023 Exec Compensation Program | ~90% approval |
| 2023 Annual Meeting | 2022 Exec Compensation Program | ~92% approval |
Average support since 2015: ~93%; never less than 90%, indicating strong investor acceptance of pay design .
Equity Ownership & Guidelines Compliance
- EVP ownership guideline: 3x base salary; met or within the permitted timeframe in 2023–2024 .
- Hedging/Pledging: Prohibited for executives and trustees; trading moratoria and MNPI restrictions apply .
- Pledging count: Zero pledged shares/OP Units among executives/trustees .
Performance & Track Record Highlights (Ops-focused)
- Revenues and NOI: Led teams generating ~$3.0B total revenues and 3.1% Same Store NOI growth in 2024; same store expenses up only 2.9%; lowest turnover in company history at 42.5% .
- Capital program: $274.0M Same Store capex with ~45% NOI-enhancing, delivering 3,353 unit renovations; accelerated turnaround times .
- Technology: Implemented data/analytics and centralized operating efficiencies; hired and integrated EQR’s first CTO .
- Customer and team outcomes: Improved satisfaction vs 2023; strong on-site retention and engagement through market visits and communication .
Compensation Peer Group (Benchmarking Reference)
EQR benchmarks against large-cap REITs spanning multifamily and diversified sectors; Ferguson Partners’ 2024 study found CEO and executive team target compensation aligned with market median .
Risk Indicators & Red Flags
- Clawback Policy: Compliant with SEC/NYSE; recoupment on restatements (3-year lookback) .
- Tax Gross-ups: CEO maintains legacy CIC excise tax gross-up; other NEOs (including Manelis) subject to modified cutback—no new gross-ups since 2009 .
- Hedging/Pledging: Prohibited—reduces misalignment risk .
- Options Repricing: Prohibited .
- Related Party Transactions: Oversight via Audit Committee; none disclosed involving Manelis .
Employment Terms
| Term | Detail |
|---|---|
| Role start date | COO since July 2018 |
| Contract nature | No individual employment agreements; governed by company Severance Plan and CIC Agreements |
| Non-compete/Non-solicit | 18 months post-qualifying termination for NEOs |
| Garden leave/Consulting | Not disclosed |
| Auto-renewal | Not applicable (plan-based) |
Investment Implications
- Alignment: High proportion of at-risk pay tied to core REIT drivers (Same Store NOI, Normalized FFO) and capital discipline (Net Debt/EBITDAre), plus relative TSR metrics, supports shareholder alignment; prohibitions on hedging/pledging and robust ownership guidelines further reduce misalignment risk .
- Retention risk: Double-trigger CIC protection and non-CIC severance with equity acceleration and robust restrictive covenants suggest moderate retention risk; absence of option exercises in 2023–2024 and policy constraints point to limited near-term selling pressure outside scheduled vestings .
- Execution: 2024 operations delivered strong NOI growth, cost control, record-low turnover, and improved satisfaction—favorable signals for continued AIP performance under Manelis’ remit; LTI metrics maintain leverage discipline and TSR focus .
- Pay rigor: Zero payout on cost metric (2024) and variable LTI outcomes (95.56% vs 141.20% in successive cycles) demonstrate robust calibration and pay variability, mitigating pay inflation risk .
Note: Form 4 insider trading analyses for the last 24 months were not disclosed in the proxies above; vesting and exercise tables show no Manelis option exercises in 2023–2024, and vesting-driven share releases as listed .