Stephen E. Sterrett

About Stephen E. Sterrett

Independent Lead Trustee of Equity Residential since June 2020; trustee since 2015. Age 69. Former Senior Executive Vice President and Chief Financial Officer of Simon Property Group (CFO since 2000; retired Dec 2014); previously Senior Manager at Price Waterhouse. MBA from Indiana University. Identified by the Board as an Audit Committee Financial Expert and as independent under NYSE standards.

Past Roles

Organization	Role	Tenure	Committees/Impact
Simon Property Group (NYSE: SPG)	Senior EVP & CFO	CFO from 2000; retired Dec 2014	Led finance at a S&P 100 REIT; brings capital markets and real estate expertise to EQR
Price Waterhouse	Senior Manager	Prior to Simon tenure	Public accounting experience underpinning audit literacy
Equity Residential (EQR)	Lead Trustee; Trustee	Lead Trustee since Jun 2020; Trustee since 2015	Lead Trustee responsibilities include presiding over executive sessions, CEO performance evaluation, agenda setting, and shareholder/Board liaison

External Roles

Organization	Role	Status
Berry Global Group, Inc. (NYSE: BERY)	Chairman	Current
Amcor plc (NYSE: AMCR; ASX: AMC)	Expected Deputy Chairman post-merger with Berry	Merger expected mid-2025
Realty Income Corporation (NYSE: O)	Director	Until May 2019
Butler University	Board of Trustees	Current
FirstTee (youth development org.)	Board of Trustees	Current

Board Governance

Independence: Board affirmed Sterrett is independent under NYSE standards.
Lead Trustee role: Engages regularly with CEO on risk oversight; presides at executive sessions; co-determines Board evaluation process; co-sets agendas; serves as shareholder liaison.
Committee memberships:
- Audit Committee (member; designated Audit Committee Financial Expert). 8 meetings in 2024.
- Compensation Committee (member). 6 meetings in 2024.
- Executive Committee (member). 0 meetings in 2024.
Board attendance and engagement: Board held 6 meetings in 2024; average attendance 98%; no trustee nominee attended fewer than 93%; non‑employee trustees held 5 executive sessions and independent trustees held 1.
Board evaluation: Annual, led by Governance Chair with Lead Trustee, using independent third-party interviews (2024 cycle confirmed sufficient time commitment of trustees).

Fixed Compensation

Component (2024 Calendar Year)	Amount
Annual Cash Fees	$169,453
Share Awards	$209,996
Option Awards	$0 (no option grant recorded in 2024 table)
Total	$379,449

Trustee fee schedule (effective June 2024): cash retainer $90,000; equity grant $210,000; Lead Trustee fee $50,000; Audit member $17,500; Compensation member $15,000; Executive member $4,000; committee chair fees additional (not applicable to Sterrett).

Performance Compensation

Grant Date	Equity Type	Grant Value	Vesting	Exercise Price
June 20, 2024	Share Awards (trustee annual grant)	$210,000	Vest in full on first anniversary of grant	N/A for share awards
Outstanding at 12/31/2024	Unvested Share Awards	3,095 units	See above vesting policy	N/A
Outstanding at 12/31/2024	Option Awards (unvested and vested total)	2,101 options	Options vest over three years; 10‑year term	Grant-specific pricing (e.g., $67.85 for 6/20/24 trustee options)

Note: Non‑employee trustee equity grants are time‑based; no disclosed performance metrics apply to trustee equity.

Other Directorships & Interlocks

Person on EQR Board	External Company	Role	Interlock Relevance
Stephen E. Sterrett	Simon Property Group (past)	Former CFO	Historic SPG leadership experience; potential information depth on retail REITs
Nina P. Jones	Simon Property Group	Current Director	Current SPG board service; brings real estate investor perspective to EQR
Linda Walker Bynoe	Simon Property Group	Former Director (until 2012)	Prior SPG board service; governance experience

No related‑party transactions involving Sterrett were disclosed; Audit Committee reviews and approves any related‑party transactions.

Expertise & Qualifications

Audit/financial expertise (CFO background; designated Audit Committee Financial Expert).
Real estate capital markets and risk oversight experience at large REITs.
Board leadership and governance (Lead Trustee duties; executive sessions oversight).
Public company board experience across multiple industries (real estate, packaging).

Equity Ownership

Metric (as of Mar 31, 2025 unless noted)	Value
Common Share Equivalents	40,427
Options Exercisable within 60 days	— (none listed for Sterrett)
Percent of Common Shares	<1%
Percent of Common Share Equivalents	<1%
Shares Pledged as Collateral	0 (company prohibition; disclosed total pledged = 0)
Trustee Ownership Guideline	5x cash retainer; all trustees met or are within compliance timeframe

Governance Assessment

Strengths: Independent Lead Trustee with clear authority and responsibilities; dual membership on Audit (financial expert) and Compensation committees enhances oversight of reporting quality and pay practices; high Board engagement and executive sessions; strong anti‑hedging/anti‑pledging policy and ownership guidelines (trustees at/within compliance).
Compensation oversight signals: Compensation Committee engages independent consultant (Ferguson Partners); committee reported no conflicts; clawback policy aligned with SEC/NYSE; say‑on‑pay support ~90% at 2024 meeting, indicating investor confidence in pay governance.
Potential risk factors: Significant external commitments (Chair of Berry; expected Deputy Chair of Amcor post‑merger); Board’s 2024 third‑party evaluation affirmed trustees’ capacity and time commitment—mitigating overboarding risk.
Conflicts/related-party exposure: None disclosed for Sterrett; Audit Committee reviews any related party transactions.

Overall, Sterrett’s financial acumen and Lead Trustee responsibilities, combined with independence and strong attendance/executive session practices, support board effectiveness; external chair roles warrant continued monitoring for time‑commitment but are mitigated by formal annual evaluations.