Anne B. Gust
About Anne B. Gust
Independent director of Essex Property Trust, Inc. (ESS), age 66, serving since 2024. Background includes senior legal and administrative leadership at The Gap, Inc. (EVP & Chief Administrative Officer; prior General Counsel/Corporate Secretary), and public-sector roles as Special Counsel to the California Governor (2011–2019) and Attorney General (2007–2011); earlier practice at Orrick, Herrington & Sutcliffe LLP and Brobeck, Phleger & Harrison LLP. Education: BA Stanford University; JD University of Michigan. She is classified as independent under NYSE standards, and is standing for re-election in 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of California (Governor) | Special Counsel | 2011–2019 | Legislative process expertise; governance advisory |
| State of California (Attorney General) | Special Counsel | 2007–2011 | Regulatory and compliance advisory |
| The Gap, Inc. (NYSE: GPS) | EVP & Chief Administrative Officer | 2000–2005 | Enterprise admin; governance; operations |
| The Gap, Inc. | General Counsel & Corporate Secretary | Pre-2000 (within 1991–2005 tenure) | Legal oversight; board governance |
| Orrick, Herrington & Sutcliffe LLP | Attorney | Early career | Corporate/legal practice |
| Brobeck, Phleger & Harrison LLP | Attorney | Early career | Corporate/legal practice |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Jack in the Box Inc. (NASDAQ: JACK) | Director | Prior | Former public company board service |
| Current public company directorships | — | 0 | No current public boards as of record date |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee (Chair: Irving F. Lyons III). Not on Audit or Compensation Committees.
- Independence: Determined independent by the Board under NYSE rules (8 of 9 directors independent).
- Attendance: Board held 4 meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served. All incumbent directors attended the 2024 annual meeting.
- Board structure: Separate Chair (George M. Marcus) and CEO (Angela L. Kleiman); Lead Independent Director presides over executive sessions of independent directors (Irving F. Lyons III).
- Stockholder engagement and governance practices include proxy access, majority voting, anti-hedging/limited pledging, and high say-on-pay support (3-year avg ~96%).
Fixed Compensation
| Component | FY 2024 | FY 2025 Program Changes | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $84,000 | $84,000 (unchanged) | Paid quarterly |
| Committee membership fee – Nominating | $8,000 | $10,000 | Per member per year |
| Committee membership fee – Audit | $12,000 | $15,000 | Not applicable to Gust in 2024/2025 given committee assignments |
| Committee membership fee – Compensation | $8,000 | $10,000 | Not applicable to Gust |
| Lead Independent Director fee | $25,000 | $25,000 | Not applicable to Gust |
| Committee chair fees (Audit/Comp/Nominating) | $32k/$22k/$20k | Unchanged | Not applicable to Gust (not a chair) |
Performance Compensation
| Instrument | Grant Value | Shares/Methodology | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSUs (directors) | $155,000 (Chair: $285,000) in 2024 | Number of RSUs = grant value ÷ closing stock price on grant date | Fully vest 1 year after grant | None; director RSUs are time-based (no TSR/FFO metrics) |
| Annual RSUs (directors) | $170,000 (Chair: $300,000) starting 2025 | Number of RSUs = grant value ÷ closing stock price on grant date | Fully vest 1 year after grant | None; time-based |
Essex does not use performance-based equity or options for directors in 2024; no options granted to directors in 2024.
Director Compensation (Actual 2024)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Anne B. Gust | $99,000 | $155,000 | $254,000 |
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Compensation Committee interlocks | None; 2024 Compensation Committee members were Lyons (Chair), Johnson, Kasaris (all independent; no insider participation). |
| Relationships among directors/executives | No family relationships disclosed. |
| Related-party transactions | Section primarily references matters relating to Chairman George M. Marcus; no related-person transactions disclosed for Gust. |
Expertise & Qualifications
- Extensive legal and administrative experience advising large corporations; deep familiarity with California legislative and regulatory processes.
- Skills matrix shows corporate governance expertise; government relations experience; strategic oversight; real estate operations exposure.
- Education: BA Stanford; JD University of Michigan.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Options Outstanding | Pledged Shares | Notes |
|---|---|---|---|---|---|
| Anne B. Gust | 585 | <1%* | 0 | None disclosed for Gust (pledges noted for other individuals) | Address: c/o Essex HQ; SEC definition of beneficial ownership applied |
- Director stock ownership guidelines: Target ownership equal to 5x annual cash retainer; expected to achieve within four years of joining the Board. As of 12/31/2024, all non-employee directors were compliant or had additional time to comply (Gust joined in 2024).
- Anti-hedging and pledging: Hedging prohibited; pledging tightly limited and subject to approval/thresholds.
Insider Trades
| Date | Transaction | Shares | Price | Form 4 Reference |
|---|---|---|---|---|
| Not disclosed in proxy | — | — | — | — |
The proxy does not include Form 4 disclosures; no insider transactions for Gust are referenced in the DEF 14A.
Governance Assessment
- Strengths
- Independent director with meaningful governance and public-sector regulatory experience; member of Nominating & Corporate Governance Committee overseeing sustainability strategy and stockholder engagement.
- Strong governance framework: majority voting, proxy access, anti-hedging/limited pledging, separate Chair/CEO, Lead Independent Director executive sessions; high say-on-pay support (~98% in 2024; ~96% 3-year average).
- Director compensation balanced toward equity (time-based RSUs) aligning interests; clear stock ownership guidelines and compliance framework.
- Watch items / potential red flags
- Attendance disclosure is threshold-based (≥75%) rather than exact rates by director; monitor future proxies for individual attendance detail.
- Beneficial ownership is modest (585 shares) given 2024 appointment; track progress toward 5x retainer ownership guideline over the four-year window.
- Related-person transactions exist for Chairman George M. Marcus (not Gust); continue monitoring for any interlocks or transactions affecting committee independence.
Overall, Gust’s committee role and independence, combined with her legal/public policy background, support board effectiveness in governance and regulatory oversight. No conflicts, pledging, or performance-pay anomalies are disclosed for her; director pay structure changes in 2025 modestly increase equity grants and committee fees, maintaining alignment with shareholders.