Amal M. Johnson
About Amal M. Johnson
Independent director of Essex Property Trust (ESS), age 72, serving since 2018; Johnson is a seasoned technology and operations executive with prior leadership roles spanning enterprise software, venture capital, and large-cap tech, and holds a B.S. in Mathematics from Montclair State University with graduate study in computer science at Stevens Institute of Technology . She is currently Chair of ESS’s Compensation Committee and is recognized for technology, cybersecurity, and innovation expertise on the Board’s skills matrix .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Author-it Software Corporation | Executive Chairperson | Mar 2012 – Oct 2016 | Led governance and strategic oversight for enterprise SaaS documentation platform |
| MarketTools, Inc. | Chairperson; CEO | Chair: Aug 2008 – Jan 2012; CEO: Mar 2005 – Aug 2008 | Drove transformation in market research technology; executive leadership |
| ComVentures L.P. | Venture Partner | Apr 2004 – Mar 2005 | Early-stage investing in communications; LP engagement |
| Lightspeed Venture Partners | General Partner | Mar 1999 – Mar 2004 | Growth-stage investing; portfolio oversight |
| Baan Supply Chain Solutions & affiliates | President (Supply Chain/Affiliates/Americas) | 1994 – 1998 | Enterprise software operations and regional leadership |
| ASK Manufacturing Systems | President | Aug 1993 – Jul 1994 | Manufacturing systems software leadership |
| IBM | Executive positions | 1977 – Jun 1993 | Enterprise technology management roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Intuitive Surgical Inc. (NASDAQ: ISRG) | Director | Current | Only current public company directorship disclosed |
| CalAmp Corp. (NASDAQ: CAMP) | Former Director | Prior | Former public company board experience |
| Mellanox Technologies, Ltd. | Former Director | Prior (acquired by Nvidia) | Former public company board experience; company acquired |
Board Governance
- Committee assignments: Chair, Compensation Committee; member composition includes Maria R. Hawthorne and Irving F. Lyons, III (all independent) .
- Independence: The Board affirmatively determined Johnson has no material relationship with ESS and is independent under NYSE rules (8 of 9 directors are independent) .
- Attendance: Board held 4 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all incumbent directors attended the 2024 annual meeting .
- Skills: Board matrix highlights Johnson’s technology/cybersecurity/innovation capability, plus corporate governance and financial expertise contributions .
- Executive sessions: Regular non-management executive sessions are held; Lead Independent Director Irving F. Lyons, III presides .
- Stockholder engagement & Say-on-Pay: ESS reported ~75% outreach coverage by outstanding shares and strong Say-on-Pay support (98% in 2024; 96% three-year average), signaling alignment with investor expectations .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 84,000 | Director cash retainer paid quarterly |
| Compensation Committee membership fee | 8,000 | Annual committee membership fee |
| Compensation Committee chair fee | 22,000 | Annual chair premium |
| Total cash fees earned (Johnson) | 114,000 | Matches reported 2024 fees earned |
- 2025 program adjustments: RSU grant value for directors increased to $170,000; Audit Committee membership fee to $15,000; Compensation/Nominating membership fee to $10,000; Chairman RSU grant increased to $300,000 .
Performance Compensation
| Equity Grant | Grant Value (2024) | Vesting | Notes |
|---|---|---|---|
| Annual RSUs (Director) | 155,000 | Fully vests one year after grant | Value determined by closing stock price on grant date |
Director equity grants are time-based RSUs; no director-specific performance metrics (e.g., TSR/FFO hurdles) are applied to director equity awards. Executive performance metrics are separate and not applicable to directors .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Intuitive Surgical (ISRG) | Medical devices | Director | No disclosed related-party transactions or ESS business dealings; low overlap with REIT operations |
- Compensation Committee interlocks: None; members (Lyons, Johnson, Kasaris) were independent, with no insider participation in 2024 .
Expertise & Qualifications
- Technology, cybersecurity, innovation; corporate governance; financial and strategic oversight across public/private enterprises .
- Senior operating roles in enterprise software and long tenure in large-cap tech and venture investing .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Composition Details |
|---|---|---|---|
| Amal M. Johnson | 18,343 | <1% | Includes 15,258 options exercisable within 60 days; 500 shares held in family trust |
- Director stock ownership guidelines: Non-employee directors are expected to own shares equal to 5x annual cash retainer within four years; all non-employee directors were compliant or within the window as of 12/31/2024 .
- Hedging/pledging: Hedging of ESS securities is prohibited; pledging strictly limited; Company states all officers and directors are in compliance (no pledging disclosed for Johnson) .
Governance Assessment
-
Positive signals:
- Independent Compensation Committee chaired by Johnson; use of independent consultant (Mercer) affirmed as independent; robust clawback policy aligned with NYSE Rule 10D-1; anti-hedging/limited pledging; no tax gross-ups .
- Strong shareholder alignment via director ownership guidelines and consistent Say-on-Pay support (98% in 2024) .
- Attendance and engagement standards met; regular executive sessions under Lead Independent Director framework .
-
Potential risks/RED FLAGS:
- None identified relating to Johnson: no related-party transactions; no disclosed pledging/hedging; no committee interlocks; independence confirmed .
- Board-level pledges exist for certain other directors (e.g., Marcus and Guericke), but not for Johnson; mitigated by policy limits and Board oversight .
-
Implications: Johnson’s leadership on compensation, coupled with independent governance practices and strong shareholder support, enhances board effectiveness and investor confidence; limited conflict exposure supports governance quality .