Scott J. Fenster
Executive Vice President, General Counsel and Corporate Secretary at EQR
Executive
About Scott J. Fenster
Scott J. Fenster, 49, is Executive Vice President, General Counsel and Corporate Secretary of Equity Residential, serving in this role since January 2018; he previously served as Senior Vice President – Legal (2013–2017) and has held various legal department roles since joining EQR in September 2003. He is a member of the Nareit Corporate Governance Council and holds a J.D. from the University of Michigan Law School . Compensation outcomes reflect strong alignment to performance: his 2024 Annual Incentive Plan achievement was 126.07% of target (Corporate Goals 140.12%, Business Unit Goals 100%, Individual Goals 100%), and the 2022–2024 Long-Term Incentive (LTI) Plan achieved 141.20% of target driven by relative TSR, Net Debt to Normalized EBITDAre and Normalized FFO per share; the three-year Normalized FFO per share results were $3.52 (2022), $3.78 (2023), and $3.89 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Equity Residential | Senior Vice President – Legal | Jan 2013 – Dec 2017 | Led corporate legal function ahead of elevation to GC/Corporate Secretary |
| Equity Residential | Various positions in Legal Department | Sep 2003 – Dec 2012 | Built institutional legal expertise; continuity in governance and transactions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nareit Corporate Governance Council | Member | Not disclosed | External governance engagement; peer best-practice visibility |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $525,000 | $525,000 | $525,000 |
| All Other Compensation ($) | $14,976 | $14,670 | $17,844 |
- No employment agreements; base salaries set to be competitive with real estate peers via annual Compensation Committee review .
- “All Other Compensation” categories include 401(k) matching, executive physicals, and cybersecurity services for NEOs .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Outcomes
| Component | Target | % of Target Achieved | Actual |
|---|---|---|---|
| Performance Bonus ($) | $630,000 | 126.07% | $794,241 |
| Performance Equity Grant ($) | $656,250 | 126.07% | $827,334 |
- 2024 scores: Corporate Goals 140.12%, Business Unit Goals 100%, Individual Goals 100%; overall weighted achievement 126.07% .
Long-Term Incentive (LTI) – 2022–2024 Performance Metrics and Results
| Weight | Metric | Threshold | Target | Maximum | Performance Result | Achievement vs Target | % of Award Achieved |
|---|---|---|---|---|---|---|---|
| 35.0% | TSR percentile vs Nareit Apartment Index | (400) bps | 0 bps | 400 bps | 135.96 bps | 133.99% | 46.90% |
| 20.0% | TSR percentile vs Nareit Equity Index | (500) bps | 0 bps | 500 bps | (255.76) bps | 74.42% | 14.88% |
| 22.5% | Net Debt to Normalized EBITDAre | 6.50x | 5.70x–5.30x | 4.50x | 4.41x | 200.00% | 45.00% |
| 22.5% | Normalized FFO per share | — | — | — | Three-year avg 152.98% (2022 $3.52; 2023 $3.78; 2024 $3.89) | 152.98% | 34.42% |
| 100% | Total | — | — | — | — | 141.20% | 141.20% |
- Resulting Share Awards from 2022–2024 LTI for Fenster: Target 5,421; Resulting 7,654 .
2024 Grants of Plan-Based Awards (approved Dec 14, 2023; granted Jan–Feb 2024)
| Award | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Fair Value ($) |
|---|---|---|---|---|---|
| LTI Awards (2024–2026) | 1/1/24 | 4,617 | 9,233 | 18,466 | $551,210 |
| Share Awards (for 2023 services) | 2/1/24 | — | 9,264 | — | $60.96 per share, fair value $753,037 |
| Option Awards (for 2023 services) | 2/1/24 | — | 17,103 | — | $11.01 per option, exercise price $60.96, fair value included above |
- Share Awards vest in full on the third anniversary of grant; options vest approximately ratably over three years; LTI Awards cliff vest after the three-year performance period following committee determination .
Equity Ownership & Alignment
Beneficial Ownership (as of March 31, 2025)
| Holder | Common Share Equivalents | Options Exercisable in 60 Days | % of Common Shares | % of Share Equivalents |
|---|---|---|---|---|
| Scott J. Fenster | 86,276 | 69,093 | <1% | <1% |
- Executives must hold minimum shares equal to 3x base salary for Executive Vice Presidents; all executives met requirements or were within the permitted five-year window to comply in 2024 .
- Company policy prohibits hedging and pledging; pledged Company securities by trustees and executives were zero as of March 31, 2025; policy also bars margin accounts and short sales .
Outstanding Equity Awards at December 31, 2024 (Vesting and Expiration Detail)
| Type | Quantity | Exercise Price | Expiration | Vesting Terms | Market Value |
|---|---|---|---|---|---|
| Options – Exercisable | 15,957 | $60.76 | 02/02/27 | Vests ~ratably over 3 years | — |
| Options – Exercisable | 29,268 | $60.33 | 02/01/28 | Vests ~ratably over 3 years | — |
| Options – Exercisable | 7,806 | $67.48 | 02/12/31 | Vests ~ratably over 3 years | — |
| Options – Unexercisable | 5,180 | $66.59 | 02/15/33 | Vests ~ratably over 3 years | — |
| Options – Unexercisable | 10,362 | $66.59 | 02/15/33 | Vests ~ratably over 3 years | — |
| Options – Unexercisable | 17,103 | $60.96 | 02/01/34 | Vests ~ratably over 3 years | — |
| Earned/Unvested Share Awards | 23,679 | — | — | Vest in full on 3rd anniversary | $1,699,205 (at $71.76) |
| Unearned/Unvested LTI Awards | 30,520 | — | — | Cliff vest post three-year performance | $2,190,115 (at $71.76) |
Option Exercises and Shares Vested During 2024
| Activity | Quantity | Value Realized ($) |
|---|---|---|
| Options Exercised | 2,986 | $10,750 |
| Share Awards Vested | 10,186 | $616,083 |
Nonqualified Deferred Compensation (SERP) – 2024
| Executive Contributions ($) | Company Contributions ($) | Earnings/Losses ($) | Withdrawals ($) | Balance at 12/31/2024 ($) |
|---|---|---|---|---|
| 180,731 | 0 | 279,985 | 0 | 2,183,257 |
Employment Terms
- Change in Control Agreement: If dismissed without Cause or resigns for Good Reason within two years post-Change-in-Control, Fenster is entitled to accrued pay, prorated bonus and LTI grant through termination, plus lump-sum cash severance equal to 2.25x base salary + target Performance Bonus + target Performance Equity Grant; continued medical, dental, life and disability benefits for 2.25 years .
- Equity acceleration: Double-trigger vesting under Share Incentive Plan—unvested options and share awards accelerate upon termination (other than for Good Cause) at or within 24 months after a Change in Control; incomplete LTI awards valued as of the Change-in-Control date with vesting accelerated only upon qualifying termination/death/disability .
- Excise tax: Modified cutback applies (reduce payments to avoid 280G excise tax if net after-tax is higher); no excise tax gross-up for Fenster; CEO has gross-up legacy provision, with no new agreements including gross-ups since March 2009 .
- Clawback policy for incentive-based compensation is in place .
- No employment agreements with executives .
Compensation Structure vs. Performance Metrics
- Pay mix emphasizes at-risk pay: substantial portion of NEO target compensation outside base salary; for NEOs, LTI Awards are dependent on relative TSR, Net Debt/Normalized EBITDAre, and Normalized FFO per share over three years .
- AIP metrics encompass Corporate, Business Unit, and Individual goals; Fenster’s 2024 achievement was 126.07% overall, translating to higher bonus and performance equity grant than target .
- LTI 2022–2024 achieved 141.20% of target; individual resulting share awards for Fenster increased from 5,421 target to 7,654 actual .
Equity Ownership & Alignment
- Ownership guidelines: EVP minimum 3x base salary; compliance achieved or within allowed timeframe .
- Prohibitions: No hedging, pledging, margin accounts, short sales; pledged shares by executives/trustees are zero .
- Beneficial ownership: Fenster holds 86,276 common share equivalents and 69,093 options exercisable within 60 days; ownership is less than 1% of outstanding .
Employment Contracts, Severance, and Change-of-Control Economics
- No fixed-term employment contracts; severance only through CIC agreements as described; double-trigger vesting strengthens retention while discouraging opportunistic exits; modified cutback for excise tax indicates shareholder-friendly design relative to gross-ups .
Performance & Track Record
- Company highlights for 2024 include ~$1.6B acquisitions (avg. age 5 years), ~$975.6M dispositions (avg. age 35 years), and a 1.9% dividend rate increase, indicating portfolio refresh and capital discipline .
- LTI performance linked to shareholder-centric metrics: relative TSR vs Nareit indices and balance-sheet/cash flow proxies (Net Debt/EBITDAre; Normalized FFO per share) achieved an aggregate 141.20% .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $525,000 | $525,000 | $525,000 |
| Perquisites/Other ($) | $14,976 | $14,670 | $17,844 |
Performance Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Share Awards ($) | $988,415 | $1,141,820 | $1,115,943 |
| Option Awards ($) | $0 | $196,917 | $188,304 |
| Cash Performance Bonus ($) | $787,500 | $722,925 | $794,241 |
| Total Compensation ($) | $2,315,891 | $2,601,332 | $2,641,332 |
Investment Implications
- Alignment strong: Meaningful at-risk mix via AIP and three-year LTI tied to TSR, leverage, and FFO aligns pay with shareholder outcomes; 2022–2024 LTI at 141.20% supports program efficacy .
- Retention risk low-to-moderate: Double-trigger CIC, multi-year vesting, and ownership guidelines enhance stickiness; absence of employment agreements increases flexibility but is offset by robust CIC protections .
- Selling pressure modest: 2024 realized value from option exercises was de minimis ($10,750) and share award vesting ($616,083) suggests periodic liquidity events but no pledging/hedging reduces forced-sale risks; ongoing vesting (23,679 earned/unvested shares; 30,520 unearned/unvested LTI) implies future delivery rather than immediate sales .
- Governance safeguards: Clawback policy, prohibition on hedging/pledging, independent consultant benchmarking, and no repricing provisions mitigate red flags; excise tax “modified cutback” is shareholder-friendly versus gross-ups for Fenster .
- Execution focus: Corporate goal outperformance in 2024 and disciplined portfolio activity underscore execution; continued achievement on Net Debt/EBITDAre and FFO metrics will be key to sustaining incentive payouts and equity value creation .