Robert A. Garechana
Executive Vice President and Chief Financial Officer at EQR
Executive
About Robert A. Garechana
Robert A. Garechana, 46, is Executive Vice President and Chief Financial Officer of Equity Residential (EQR) since September 2018; he previously served as Senior Vice President (2012–2018), Treasurer (2008–2018), and held various finance roles since joining EQR in November 2004. He holds a B.B.A. from The University of Texas at Austin, is a member of the Nareit CFO Council, and serves on the Board of Directors of Upwardly Global, where he is Treasurer on the Operating Committee . EQR’s incentive design ties pay to operational and shareholder metrics, including Same Store NOI growth, Normalized FFO/share, and multi-factor TSR-based LTI metrics; in 2024, EQR delivered 3.10% Same Store NOI growth (200% of target) and $3.89 Normalized FFO/share (142.86% of target), which supported an above-target payout under the Annual Incentive Plan . The LTI plan emphasizes relative TSR vs Nareit indices, leverage (Net Debt/Normalized EBITDAre), and Normalized FFO/share over 3 years, aligning executive incentives with REIT performance drivers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Equity Residential | EVP & CFO | Sep 2018–present | Oversees finance, capital planning, liquidity, financial reporting, treasury, tax, investor relations, data & analytics; leads capital markets execution and sustainability disclosures . |
| Equity Residential | Senior Vice President | Dec 2012–Sep 2018 | Senior leadership across finance, capital markets, investor communications . |
| Equity Residential | Treasurer | Jan 2008–Sep 2018 | Managed liquidity, capital planning, and funding programs . |
| Equity Residential | Finance roles | Nov 2004–Dec 2012 | Progressively responsible roles in finance group . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Upwardly Global (non-profit) | Board Director; Operating Committee Treasurer | Current | Financial oversight; community impact . |
| Nareit CFO Council | Member | Current | Industry engagement and governance best practices . |
Fixed Compensation
Target compensation settings for EVP level are aligned to market median; 2024 targets were unchanged from 2023 .
| Metric ($USD) | 2023 | 2024 |
|---|---|---|
| Annual Salary | $600,000 | $600,000 |
| Target Performance Bonus (AIP) | $900,000 | $900,000 |
| Target Performance Equity Grants (AIP) | $1,140,000 | $1,140,000 |
| Target LTI Awards (3-yr plan) | $1,110,000 | $1,110,000 |
| Total Target Compensation | $3,750,000 | $3,750,000 |
Summary compensation (actual, as reported):
| Metric ($USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $600,000 | $600,000 | $600,000 |
| Share Awards | $2,127,400 | $2,122,444 | $2,112,405 |
| Option Awards | $0 | $337,516 | $334,187 |
| Non-Equity Incentive Plan (Cash AIP) | $1,125,000 | $1,055,250 | $1,134,630 |
| All Other Compensation | $9,150 | $15,145 | $12,987 |
| Total Compensation | $3,861,550 | $4,130,355 | $4,194,209 |
Performance Compensation
Annual Incentive Plan outcomes:
| AIP Component | 2023 | 2024 |
|---|---|---|
| Target Performance Bonus | $900,000 | $900,000 |
| % of Target Achieved (Bonus) | 117.25% | 126.07% |
| Actual Performance Bonus | $1,055,250 | $1,134,630 |
| Target Performance Equity Grant | $1,140,000 | $1,140,000 |
| % of Target Achieved (Equity Grant) | 117.25% | 126.07% |
| Actual Performance Equity Grant | $1,336,650 | $1,437,198 |
| Component scoring (Corporate / Business Unit / Individual) | 118.85% / 90.00% / 175.00%; weighted overall 117.25% | Corporate goal composite 140.12%; Business Unit 100.00%; Individual 100.00%; weighted overall 126.07% |
2024 corporate goal detail (subset with quantified targets and actuals):
| Metric | Weight (Other NEOs) | Target | Actual 2024 | Payout vs Target |
|---|---|---|---|---|
| Same Store NOI growth (YoY) | 20% | 1.50%–2.00% | 3.10% | 200.00% |
| Normalized FFO per share | 20% | $3.84–$3.86 | $3.89 | 142.86% |
Long-Term Incentive Plan (2024–2026 performance period):
| LTI Metric | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| TSR vs FTSE Nareit Equity Apartments Index (bps vs weighted avg) | 35.0% | –400 bps | 0 bps | +400 bps |
| TSR vs FTSE Nareit Equity REIT Index (bps vs weighted avg) | 20.0% | –500 bps | 0 bps | +500 bps |
| Net Debt / Normalized EBITDAre | 22.5% | 6.00x | 5.00x–4.00x | 3.00x |
| Normalized FFO per share (annual; 3-yr avg) | 22.5% | $3.80 | $3.84–$3.86 | $3.93 |
Recent LTI plan performance settlements:
- 2021–2023 LTI Plan achieved 95.56% of target and settled in early 2024 .
- 2022–2024 LTI Plan achieved 141.20% of target at the end of the performance period .
Key grant details:
| Grant Component | 2023 Grants | 2024 Grants |
|---|---|---|
| LTI Awards (threshold/target/max) | 9,257 / 18,513 / 37,026 (granted Jan 2023) | 9,296 / 18,592 / 37,184 (granted Jan 2024) |
| Performance Share Awards (AIP) | 16,038 shares on 2/15/23; vest at 3 years | 17,419 shares on 2/1/24; vest at 3 years |
| Performance Option Awards (AIP) | 26,639 options at $66.59 strike on 2/15/23; 3-yr ratable vest | 30,353 options at $60.96 strike on 2/1/24; 3-yr ratable vest |
Equity Ownership & Alignment
Beneficial ownership (as of March 31, 2025):
| Item | Value |
|---|---|
| Common share equivalents | 108,173 |
| Options exercisable within 60 days | 76,344 |
| Percent of common shares outstanding | Less than 1% |
| Percent of common share equivalents | Less than 1% |
| Pledging status | Zero pledged by executives and trustees; pledging prohibited |
Outstanding equity (as of December 31, 2024):
| Item | Count | Market Value |
|---|---|---|
| Earned/unvested Share Awards | 45,453 | $3,261,707 |
| Unearned/unvested LTI Awards | 61,295 | $4,398,529 |
Outstanding option awards (as of December 31, 2024):
| Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|
| 2,614 | — | $64.99 | 02/04/26 |
| 6,542 | — | $72.02 | 02/01/29 |
| 17,520 | — | $83.08 | 01/31/30 |
| 21,792 | — | $67.48 | 02/12/31 |
| 8,879 | 17,760 | $66.59 | 02/15/33 |
| — | 30,353 | $60.96 | 02/01/34 |
Vesting and realized value:
| Metric | 2023 | 2024 |
|---|---|---|
| Option shares acquired on exercise | — | — |
| Value realized on option exercise | — | — |
| Share awards acquired on vesting | 8,898 | 17,022 |
| Value realized on share vesting | $588,425 | $1,030,714 |
Stock ownership guidelines and compliance:
- EVP minimum ownership guideline: 3x base salary; five years to comply; in 2024 all executives had met requirements or were within permitted time to achieve .
- Hedging and pledging of Company shares prohibited; clawback policy in place; double-trigger vesting under Share Incentive Plan upon change in control .
Deferred compensation (SERP):
| Item | 2023 | 2024 |
|---|---|---|
| Executive contributions | $315,060 | $364,872 |
| Earnings | $302,750 | $474,123 |
| Balance at year-end | $2,019,211 | $2,858,006 |
| Notes | Includes deferral of 2,031 shares from LTI settlement | Includes deferral of 3,192 shares from 2021 LTI settlement |
Employment Terms
Executive Severance Plan (non-change in control):
- Cash severance equal to 1.5x annual base salary plus target annual Performance Bonus; paid over 18 months; pro-rated payment for incomplete LTI awards; immediate vesting of unvested Option and Share Awards; vested options exercisable through the severance payment period; non-compete and non-solicit covenants for 18 months; release required .
Potential payments (as of 12/31/2024 valuation):
| Scenario | Cash Severance | Accrued Bonus & LTC | Healthcare Benefits | Excise Tax Gross-Up | Unvested Equity Awards | Total |
|---|---|---|---|---|---|---|
| Change in Control with termination | $5,940,000 | $2,040,000 | $23,475 | — | $8,079,868 | $16,083,343 |
| Good Reason / Without Cause (no CIC) | $2,250,000 | $2,040,000 | $11,830 | — | $6,486,724 | $10,788,554 |
| Death or Disability | — | — | — | — | $8,079,868 | $8,079,868 |
Change-in-control design and policies:
- Double-trigger vesting under the Share Incentive Plan; no excise tax gross-ups in new change-in-control agreements; no employment agreements .
Performance & Track Record
- 2024: Led issuance of $600M 10-year unsecured debt at 4.65% coupon (then-lowest 10-year coupon for a REIT since 2022), increased CP program to $1.5B, strengthened liquidity; enhanced investor communications and data & analytics initiatives; overall AIP achievement 126.07% for Garechana .
- 2023: Refinanced maturing $800M secured pool with $550M new 10-year secured loans at 4.7% all-in and CP funding; managed tax growth below expectations and peers; advanced ESG reporting (S&P CSA score 54; 92nd percentile); overall AIP achievement 117.25% .
Governance, Policies, and Say‑on‑Pay
- Clawback policy; prohibition on hedging and pledging; double-trigger equity vesting upon change in control; share ownership guidelines in effect .
- Say-on-pay approval: ~90% support at 2024 Annual Meeting for the 2023 program; average ~93% support since 2015 .
Compensation Structure Analysis
- Cash vs equity mix: Majority of target pay is performance-based (approx. 83% for non-PEO NEOs), with 29% in multi-year LTI awards tied to TSR, leverage, and Normalized FFO/share .
- Shift to performance equity and options for AIP promotes retention via three-year vesting; options cannot be repriced and vest ratably over three years .
- Targets are set against market median peer group data; 2024 targets unchanged from 2023, suggesting stability rather than ratcheting .
Equity Ownership & Alignment (Summary Points)
- Holds 108,173 common share equivalents; options exercisable within 60 days total 76,344; ownership is less than 1% of outstanding shares; no pledging allowed or present .
- Significant unvested equity (45,453 share awards; 61,295 LTI units) creates ongoing alignment and potential future selling windows upon vesting .
- Complies with strict policies (hedging/pledging prohibited) and ownership guidelines target of 3x base salary for EVPs; executives met or are on track .
Employment Terms (Covenants and Triggers)
- Non-compete and non-solicit for 18 months following qualifying termination; confidentiality and non-disparagement obligations; release of claims required .
- Immediate vesting of unvested equity upon qualifying termination under severance plan; vested options remain exercisable through the 18‑month severance payment period .
Investment Implications
- Pay-for-performance alignment is robust: AIP and LTI designs link payouts to Same Store NOI, Normalized FFO/share, TSR relative performance, and leverage, creating strong alignment with REIT investor priorities .
- Retention risk appears contained: standardized severance plan (1.5x base + target bonus), long vesting schedules, and meaningful unvested equity reduce near‑term turnover risk; double‑trigger vesting mitigates CIC windfall risk .
- Insider selling pressure: While no option exercises in 2023/2024, periodic vesting of share awards (17,022 shares vested in 2024; $1.03M value) could create modest selling windows; monitor vesting calendars and Form 4 activity around vest dates .
- Governance quality reduces red flags: prohibitions on hedging/pledging, clawback policy, no repricing of options, and strong say-on-pay support (~90%) all support investor confidence .