Nina P. Jones
About Nina P. Jones
Independent director of Equity Residential since 2024; age 45. Over 15 years of real estate investing at T. Rowe Price, most recently Vice President and Portfolio Manager of the U.S. Real Estate Equity Strategy (retired December 2023). Former Senior Associate in Audit & Risk Advisory at KPMG; CPA. Holds a B.S. in Accounting and Finance (University of Maryland) and an MBA (Columbia University). Designated Audit Committee Financial Expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| T. Rowe Price | Vice President, Portfolio Manager; Global Real Estate Team Lead | Over 15 years; retired Dec 2023 | Led real estate strategies; engaged with management/boards on risk, proxy voting, corporate responsibility |
| KPMG | Senior Associate, Audit & Risk Advisory | Not disclosed | Earned CPA; audit and risk experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simon Property Group (NYSE: SPG) | Director | Current; start date not disclosed | Not disclosed in proxy |
Board Governance
- Committee assignments: Audit Committee member (financial expert) and Corporate Governance Committee member; not a chair. Audit held 8 meetings in 2024; Governance held 4.
- Independence: Board determined she is independent under NYSE standards; 8 of 10 nominees are independent.
- Attendance: Board held 6 meetings in 2024 with 98% average attendance; no nominee attended fewer than 93%. All trustees attended the 2024 Annual Meeting; independent trustees held one executive session, non‑employee trustees held five.
- Risk oversight: Audit Committee reviews related party transactions and oversees cybersecurity, ERM; Corporate Governance Committee oversees corporate responsibility and governance policies.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Fees | $93,008 | Appointed Mar 19, 2024; cash fees are prorated to next annual meeting |
| Share Awards | $258,776 | Includes a prorated Mar 19, 2024 grant ($48,798) and June 20, 2024 annual grant; share awards vest on first anniversary |
| Option Awards | — | Not disclosed for Nina in 2024 trustee table |
| Total | $351,784 |
Additional trustee fee schedule effective June 2024 (context):
- Cash retainer $90,000; equity (Share + Options) $210,000; Audit member $17,500; Governance member $12,500; Chair fees vary. Awards valued at closing price on grant date; options valued via Black‑Scholes; trustee equity vests on first anniversary.
Performance Compensation
- Trustee pay is not tied to performance metrics; equity grants vest time‑based (1‑year cliff).
| Equity Grant Detail | Grant Date | Type | Amount ($) | Vesting |
|---|---|---|---|---|
| Initial trustee grant (prorated) | Mar 19, 2024 | Share Awards | $48,798 | Vests in full on first anniversary |
| Annual trustee grant | Jun 20, 2024 | Share Awards (trustee-selected mix) | $210,000 | Vests in full on first anniversary |
Valuation references: Restricted shares valued at closing price (e.g., $62.22 on Mar 19, 2024; $67.85 on Jun 20, 2024); restricted units valued at discounted price; options granted at closing price with $12.32 fair value under Black‑Scholes (trustee mix varies by election).
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Notes |
|---|---|---|
| Simon Property Group (SPG) | Nina Jones – Director | Stephen E. Sterrett (EQR Lead Trustee) is former SPG CFO; current SPG ties present a network overlap, though independence affirmed by Board. |
- Large shareholder overlap: T. Rowe Price Associates owns ~5.2% of EQR; Nina Jones is a former T. Rowe Price executive (retired 2023). Board independence review disclosed no Item 404 transactions requiring consideration.
- Related party transactions: Audit Committee reviews all related party transactions; none disclosed regarding Nina.
Expertise & Qualifications
- Real estate investing and portfolio management expertise; deep engagement with management/boards on industry risks, proxy voting, corporate responsibility.
- Accounting and finance background; CPA; designated Audit Committee Financial Expert under NYSE/SEC rules.
- Education: B.S. in Accounting & Finance (Univ. of Maryland); MBA (Columbia GSB).
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (common share equivalents) | 3,879 | Sole voting/investment power unless indicated |
| Ownership as % of shares outstanding | <1% | Company total 390,796,284 common share equivalents |
| Unvested Share Awards (12/31/2024) | 3,879 | Trustee grant(s) vest on first anniversary |
| Options (exercisable/unexercisable) | None disclosed | |
| Shares pledged as collateral | 0 (policy prohibits pledging) | Company-wide prohibition on hedging/pledging for trustees/executives |
| Stock ownership guideline | 5x cash retainer | Trustees have 5 years to comply; all trustees met or are within timeframe |
Insider Trades
| Date | Transaction | Shares | Price | Source |
|---|---|---|---|---|
| Not disclosed in proxy | — | — | — | Section 16(a) compliance indicates timely filings in 2024; no Nina-specific Form 4s listed. |
Governance Assessment
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Strengths:
- Independent director with audit-finance rigor; Audit Committee Financial Expert designation strengthens financial oversight.
- Active committee roles (Audit, Governance) align with her skillset; committees oversee ERM, cybersecurity, corporate responsibility, and related-party reviews.
- Board attendance robust (98% average; none below 93%); regular executive sessions of independent trustees.
- Ownership alignment via share awards; strict prohibition on hedging/pledging; trustee ownership guidelines (5x cash retainer) with compliance status strong.
- Shareholder support for compensation framework (Say‑on‑Pay ~90% in 2024; historical average ~93%).
-
Monitor/Potential Conflicts (not flagged by Board):
- Prior T. Rowe Price employment alongside T. Rowe Price Associates as a 5.2% EQR shareholder; Board independence review found no transactions requiring disclosure. Continue to monitor voting and engagement dynamics.
- Network overlap with SPG: Nina is SPG director; EQR Lead Trustee Sterrett is former SPG CFO. Not a direct competitive conflict (apartments vs malls), but relevant for information flow/interlocks.
- Trustee compensation increased June 2024 (cash/equity schedule); ensure equity grants remain purely time‑based and appropriately sized to preserve independence.
Overall: Nina P. Jones brings buy‑side real estate acumen and audit expertise, enhancing Audit and Governance committee effectiveness. Independence safeguards (no pledging/hedging; related‑party review) and attendance/engagement metrics support investor confidence; modest interlocks warrant routine monitoring, with no related‑party exposures disclosed.