Angela L. Kleiman
About Angela L. Kleiman
Angela L. Kleiman is Chief Executive Officer and President of Essex Property Trust (ESS), age 54, serving as CEO since April 1, 2023 and as a director since 2022 . She holds a BS from Northwestern University and an MBA from the Kellogg School of Management and has deep REIT investment, finance, and operations experience from roles at Security Capital and J.P. Morgan’s Real Estate & Lodging Investment Banking group, as well as Essex since 2009 . Under her leadership in 2024, ESS delivered Core FFO per diluted share growth of 3.8%, same‑property revenue growth of 3.3%, same‑property NOI growth of 2.6%, net‑debt‑to‑EBITDAre of 5.6x, and a total shareholder return of 18.4% for the year . ESS also raised its dividend 6.1% in 2024 (30th consecutive annual increase), reinforcing long‑term capital discipline and shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Essex Property Trust | CEO & President | Apr 2023–Present | Oversight of strategy and operations; continued performance‑linked comp program and capital discipline |
| Essex Property Trust | COO & Senior EVP | Jan 2021–Mar 2023 | Led operations; succession transition to CEO |
| Essex Property Trust | CFO & EVP | Oct 2015–Dec 2020 | Transformed balance sheet; achieved ratings upgrades to BBB+ (S&P) and Baa1 (Moody’s) |
| Essex Property Trust | Head, Private Equity Group | Pre‑CFO (joined 2009) | Grew platform from $750M to $3B gross assets; JV equity originations |
| Essex Property Trust | Transaction Management (BRE merger) | 2013–2014 | Led negotiations/pricing; merger with BRE completed Apr 2014 |
| Security Capital | Senior Equity Analyst & VP IR | Pre‑2009 | Managed >$2B REIT investments; investor communications |
| J.P. Morgan | VP, Real Estate & Lodging IB | Pre‑2009 | Advised senior management/boards on strategy and capital markets |
| Real Estate Development | Manager | 1991 onward (early career) | Grounded in operations and development |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Rexford Industrial Realty (NYSE: REXR) | Director | Current | Additional public company board exposure in industrial REITs |
| Nareit | Member | Current | Industry engagement |
| National Multifamily Housing Council | Member | Current | Sector leadership |
Board Governance
- Director since 2022; non‑independent given CEO role; the board maintains separate Chairman (George M. Marcus), Lead Independent Director (Irving F. Lyons III), and 8 of 9 independent directors, mitigating dual‑role risks .
- Committee service: member of the Executive Committee alongside Marcus, Guericke, and Lyons; not listed on Audit, Compensation, or Nominating committees .
- Director compensation: as CEO, she receives no additional director pay; non‑employee director program detailed separately .
- Board meeting attendance: all directors met at least 75% of meetings in 2024; ESS held 4 board meetings and maintains three standing committees (Audit, Compensation, Nominating) .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 750,000 | 862,500 (raised to $900,000 effective Apr 1, 2023) | 900,000 |
- No employment agreements; compensation structured via policy and plans administered by the independent Compensation Committee .
- Perquisites include health and dental insurance, life insurance premiums; leased automobile program discontinued Sep 2024; medical concierge services added in 2024 .
Performance Compensation
Annual Bonus Structure and Outcomes (Corporate Metrics)
| Metric | Weight | Threshold | Target | Maximum | Actual 2024 | Payout vs Target |
|---|---|---|---|---|---|---|
| Core FFO per diluted share | 40% | $14.86 | $15.06 | $15.26 | $15.60 | 200% |
| Same‑Property NOI Growth | 30% | 0.1% | 0.6% | 1.1% | 2.6% | 200% |
| 3‑yr Proforma Accretion from New Acquisitions | 20% | $1.0M | $1.5M | $2.0M | $6.5M | 200% |
| Investments (Underwritten NOI yields) | 10% | 95% | 100% | 105% | 77% | 0% |
| Component | Threshold ($) | Target ($) | Maximum ($) | Actual Paid ($) | % of Target |
|---|---|---|---|---|---|
| Corporate Goal Bonus (70% weight of total) | 945,000 | 1,890,000 | 3,780,000 | 3,402,000 | 180% |
| Individual/Business Unit Goals (30% weight of total) | 405,000 | 810,000 | 810,000 | 810,000 | 100% |
| Total Annual Bonus | 1,350,000 | 2,700,000 | 4,590,000 | 4,212,000 | 156% |
- Individual goals achieved included operations budget execution, delinquency reduction via operating model changes, technology‑driven margin enhancements, leadership development, and disciplined investment execution .
Long‑Term Equity Incentives (2024 Grants)
| Award Type | Weight of 2024 LTI Mix | Vesting & Performance Mechanics |
|---|---|---|
| TSR RSUs | 45% | Relative TSR vs Nareit Apartment Index over Feb 8, 2024–Feb 8, 2027 with time‑based vesting 1/3 annually; 0–150% payout based on performance (−5% = 50%; 0% = 100%; +5% = 150%) |
| Core FFO RSUs | 40% | Earned on average annual Core FFO per share achievement across 2024–2026; cliff vest at end of 2026; 0–150% payout with annual thresholds set by Committee |
| Time‑based RSUs | 15% | Service‑vesting over three years (1/3 each year) |
- Mix shift: options and DIP RSUs eliminated in 2024 to simplify and increase alignment with TSR and Core FFO; majority of CEO comp performance‑based (~80% total direct compensation) .
Historical Performance RSU Payouts
| Grant Cohort | Performance Period | Metric | Actual Payout |
|---|---|---|---|
| 2021 Performance & Service RSUs and DIP RSUs | 2021–2024 | Absolute and relative TSR (vs Nareit Apartment Index) | 44% |
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 90,886 (includes options exercisable within 60 days and LP units as defined) |
| Ownership as % of Shares Outstanding | ~0.14% (90,886 / 64,325,580 computed from cited figures) |
| Options Exercisable within 60 days | 65,893 |
| LP Interests Convertible to Common | 11,331 shares |
| Options Exercised in 2024 | 8,080; value realized $808,000 (subject to $100 cap on appreciation) |
| RSU Shares Vested in 2024 | 3,656; value realized $1,089,634 |
| Outstanding 2024 TSR RSUs (target) | 10,476 |
| Outstanding 2024 Core FFO RSUs (target) | 7,217 |
| Outstanding 2024 Time‑based RSUs | 2,704 |
| Hedging/Pledging | Hedging prohibited; pledging strictly limited; no pledges disclosed for Ms. Kleiman |
| Stock Ownership Guideline | 5x base salary for CEO; in compliance as of Dec 31, 2024 |
- Anti‑hedging and pledging policy in place; directors/executives not permitted to hedge and may only pledge within narrow limits or with board approval .
- Executive stock ownership guideline requires 5x salary for CEO; ESS reports compliance .
Employment Terms
| Provision | Details |
|---|---|
| Employment Agreement | None; at‑will employment; compensation governed by plans/policies |
| Clawback | Mandatory recovery of erroneously awarded incentive compensation under SEC/NYSE standards |
| Non‑compete/Non‑solicit | Not specifically disclosed in proxy; Severance Plan defines cause/good reason |
| Severance (Non‑CIC) | CEO: 24 months base salary plus pro‑rated target bonus; illustrative total $1,800,000 cash, $48,500 benefits, $7,926,641 accelerated equity (if applicable) = $9,775,141 (as of 12/31/2024) |
| Severance (CIC Double Trigger) | CEO: 3x base salary + 3x target bonus in lump sum; 24 months COBRA + life insurance premiums; full vesting/acceleration of outstanding equity (per award terms); outplacement up to $20,000 |
| CIC Illustrative Total | CEO: $6,945,550 cash, $48,500 benefits, $7,926,641 equity acceleration = $14,920,691 (as of 12/31/2024) |
| Equity Treatment at CIC | Performance RSUs earned based on performance through CIC; remaining time‑vesting continues or accelerates per plan; if awards not assumed, they vest fully prior to CIC |
| Deferred Compensation (Balance) | $3,306,695 as of Dec 31, 2024; $90,000 contributions; $419,839 earnings in 2024 |
Compensation Structure Analysis
- Strong pay‑for‑performance: 2024 corporate goals exceeded on 3 of 4 metrics; bonus at 156% of target; LTI 85% performance‑based tied to TSR and Core FFO, indicating alignment with shareholder outcomes .
- Mix shift away from options/DIP RSUs to RSUs: reduces leverage and complexity; emphasizes multi‑year TSR and Core FFO, lowering risk of over‑incentivizing short‑term actions while increasing transparency .
- Governance safeguards: No employment agreements; no tax gross‑ups; no single‑trigger severance; robust stock ownership requirements; anti‑hedging/pledging; formal clawback policy .
Performance & Track Record
| Metric | 2024 Outcome |
|---|---|
| Net Income per diluted share | $11.54 (vs $6.32 in 2023) |
| Same‑Property Revenue Growth | 3.3% |
| Same‑Property NOI Growth | 2.6% |
| Core FFO per diluted share Growth | 3.8%; led multifamily peer group; exceeded guidance high‑end |
| Net‑Debt‑to‑EBITDAre | 5.6x at year‑end 2024 |
| Liquidity | ~$1.3B undrawn capacity, cash, marketable securities at YE 2024 |
| Dividend | +6.1% to $9.80/share; 30th consecutive annual increase |
| 2024 Total Shareholder Return | 18.4% |
- Long‑term: Among highest total returns of U.S. REITs since IPO; 5,583% cumulative TSR from 1994 to 2024; Core FFO/share CAGR 7.4%; Dividend CAGR 6.1% .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support ~98%; 3‑year average ~96% approval, indicating investor endorsement of the program .
- Management conducted outreach to holders of ~75% of shares in 2024 on governance, compensation, and sustainability .
Compensation Peer Group (for benchmarking)
| Company | Sector |
|---|---|
| AMH | Single‑Family |
| AVB | Apartments |
| BXP | Office |
| CPT | Apartments |
| DEI | Office |
| ELS | Residential |
| EQR | Apartments |
| EXR | Storage |
| PEAK | Healthcare |
| INVH | Single‑Family |
| MAA | Apartments |
| REG | Retail |
| SUI | Residential |
| UDR | Apartments |
- Mercer concluded NEO target compensation was well below the 30th percentile; Committee increased 2024 target bonuses and raised the non‑discretionary corporate goal weighting from 50% to 70% to strengthen alignment; goal is near 50th percentile over time .
Director Compensation (for board service context)
| Element | Standard Director | Chairman |
|---|---|---|
| Annual RSU Grant (2024; 2025 updated) | $155,000; increasing to $170,000 in 2025 | $285,000; increasing to $300,000 in 2025 |
| Cash Retainer | $84,000 | |
| Lead Independent Director Fee | $25,000 | |
| Committee Membership Fees | Audit $12,000 (to $15,000 in 2025); Comp $8,000 (to $10,000); Nominating $8,000 (to $10,000) | |
| Chair Fees | Audit $32,000; Comp $22,000; Nominating $20,000 |
- Ms. Kleiman receives no additional compensation for director service as CEO .
Risk Indicators & Red Flags
- Hedging prohibited; pledging strictly limited (policy compliance reported) .
- No tax gross‑ups; no single‑trigger severance; clawback policy implemented under NYSE/SEC rules .
- No related‑party transactions disclosed for Ms. Kleiman; certain related matters noted for Chairman Marcus reviewed by Board for independence .
Employment Contracts & Severance Economics Detail
| Trigger | Cash Multiple | Benefits | Equity Treatment |
|---|---|---|---|
| Non‑CIC termination without cause (CEO) | 24 months base salary + pro‑rated target bonus | 24 months COBRA & life insurance premiums (illustrative included in benefits average) | Acceleration per plan; illustrative CEO equity value $7,926,641 at 12/31/2024 |
| CIC Double‑Trigger (CEO) | 3x base + 3x target bonus lump sum | 24 months COBRA + life insurance; outplacement up to $20,000 | Performance RSUs earned through CIC; time‑based continued or accelerated; awards not assumed vest pre‑CIC |
Investment Implications
- Alignment: High proportion of performance‑based equity (TSR and Core FFO) and robust corporate goal rigor suggest compensation closely tied to drivers of shareholder value; strong say‑on‑pay support reduces governance overhang .
- Retention risk: Competitive severance (3x/3x under CIC for CEO) and ownership guidelines (5x salary) indicate high stickiness; elimination of options and emphasis on RSUs curtails volatility in realized comp and may reduce near‑term selling pressure tied to option exercises .
- Trading signals: 2024 outperformance vs internal targets (Core FFO, NOI, acquisition accretion) and 18.4% TSR may support estimate momentum; watch vesting schedules (annual RSU tranches and 2026 Core FFO RSU cliff) for potential Form 4 activity around vest dates; 2021 cohort payout at 44% underscores a disciplined performance bar vs peers .
- Governance: Separate Chair/CEO, Lead Independent Director, majority independent board, no single‑trigger severance, anti‑hedging/pledging and clawback policies reduce governance risk premia .