Anne Morrison
About Anne Morrison
Anne Morrison is Chief Administrative Officer, General Counsel, Executive Vice President, and Corporate Secretary of Essex Property Trust (ESS). She joined Essex in 2013, became General Counsel in February 2020, and was promoted to CAO in December 2023; she oversees legal, enterprise risk management, corporate governance, regulatory and compliance for property operations, investment negotiations, human resources, and sustainability . As of the 2024 record date, she was age 43 . Company performance metrics used in pay decisions show Core FFO per diluted share of $15.60 in 2024 (200% of target), same-property NOI growth of 2.6% (200%), and 3-year pro forma accretion from acquisitions of $6.5M (200%); investment underwriting goals did not meet threshold (0%) . Essex’s say‑on‑pay support was ~98% in 2024 and ~96% three‑year average, indicating strong shareholder alignment with the compensation program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Essex Property Trust | Legal operations and litigation leadership; expanded scope to ERM, sustainability, compliance, insurance, HR | 2013–2019 | Built and expanded the legal function to include ERM and sustainability; strengthened compliance and insurance placement |
| Essex Property Trust | General Counsel | Feb 2020–Dec 2023 | Oversaw legal, governance, regulatory compliance across property operations; advanced sustainability initiatives |
| Essex Property Trust | Chief Administrative Officer (CAO), EVP; Corporate Secretary | Dec 2023–present | Added oversight of HR and sustainability strategy, reporting and compliance; continued governance and ERM leadership; corporate secretary responsibilities |
| Nixon Peabody | Attorney (real estate litigation) | Pre‑2013 | Specialized in real estate litigation; foundational legal expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| California State Bar | Member | Ongoing | Active bar membership |
| Nareit Corporate Governance Council | Member | Ongoing | Industry governance engagement |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 450,000 | 495,000 | 500,000 |
| All Other Compensation ($) | 25,507 | 44,170 | 52,930 |
| Deferred Compensation Election (2024) | — | — | None elected; no 2024 contributions |
Perquisites and benefits include automobile allowances (program discontinued September 2024), health/dental, life insurance premiums, housing discounts, education benefits, and medical concierge services starting 2024; no employer match in deferred compensation plan and no defined benefit pension/SERP .
Performance Compensation
Annual Bonus Structure and Outcomes (2024 Corporate Component)
| Metric | Weight | Threshold | Target | Maximum | Achieved Result | 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 Pro Forma Accretion (Acquisitions) | 20% | $1.0M | $1.5M | $2.0M | $6.5M | 200% |
| Investments Underwriting Achievement | 10% | 95% | 100% | 105% | 77% | 0% |
| Executive | Corporate Component Threshold ($) | Target ($) | Maximum ($) | Actual Corporate Bonus ($) | % of Target |
|---|---|---|---|---|---|
| Anne Morrison | 262,500 | 525,000 | 1,050,000 | 945,000 | 180% |
Annual Bonus Structure and Outcomes (2024 Individual/Business Unit Component)
| Executive | Threshold ($) | Target ($) | Maximum ($) | Actual Individual Bonus ($) | % of Target |
|---|---|---|---|---|---|
| Anne Morrison | 112,500 | 225,000 | 225,000 | 225,000 | 100% |
Morrison’s 2024 individual goals included leading sustainability (improving the GRESB score by >1 point and obtaining limited assurance on certain emissions metrics), mentoring and career development, and overseeing enterprise risk management; she achieved all individual goals .
Total Annual Incentive Outcomes
| Year | Total Actual Incentive Bonus ($) | Target Incentive Bonus ($) | Maximum Aggregate Bonus ($) | % of Target |
|---|---|---|---|---|
| 2024 | 1,170,000 | 750,000 | 1,275,000 | 156% |
| 2023 | 749,162 | 600,000 | 900,000 | 125% (avg for NEOs; Anne at 125% implied by totals) |
Long‑Term Equity Incentives (Grant Framework and 2024 Grants)
| Element | Weight of 2024 LTI | Vesting & Performance | Anne Morrison – Details |
|---|---|---|---|
| TSR RSUs | 45% | Three‑year performance vs Nareit Apartment Index (Feb 8, 2024–Feb 8, 2027); time vesting one‑third annually; 0–150% payout with linear interpolation | 2,278 target TSR RSUs granted |
| Core FFO RSUs | 40% | Earned on three‑year average annual Core FFO goal achievement (2024–2026) with service‑based cliff vest at 12/31/2026; 0–150% annually, averaged over three years; 2024 achieved maximum threshold (150%) for the 2024 tranche | Target number for Anne not disclosed in footnote excerpt; included in 2024 grant fair value |
| Service‑vesting RSUs | 15% | Time‑based vesting in three equal annual installments starting Feb 8, 2025 | Included in 2024 grant fair value |
| 2024 Stock Awards – Grant Date Fair Value ($) | — | FASB ASC 718 measurement | 660,284 |
Selected Performance Matrices:
- TSR RSUs: Relative TSR to Nareit Apartment Index, 45% weight: <−5.0% = 0%; −5.0% = 50%; 0% = 100%; +5.0% = 150%, linear interpolation; no payout if below threshold .
- Core FFO RSUs: Core FFO per share metric, 40% weight example for 2024: < $14.86 = 0%; $14.86 = 50%; $15.06 = 100%; $15.26 = 150%, linear interpolation; average over 2024–2026; vest at end of period subject to service .
Historical Awards and 2024 Realizations:
| Item | Details |
|---|---|
| 2021 DIP RSUs (eligible-to‑earn and performance vesting) | Anne Morrison: 3,514 units granted; three‑year TSR/relative TSR plus disposition metric; payout for 2021‑cycle awards was 44% based on performance |
| 2021 Performance & Service RSUs | Anne Morrison: 3,927 units granted; TSR and relative TSR over three years; payout 44% for the 2021 awards |
| Option awards (legacy; program discontinued in 2024) | Historic options vested in three annual tranches; appreciation capped at $100/sh for 2019–2022 grants |
| 2024 Option Exercises and Stock Vesting | Anne Morrison: exercised 2,571 options ($257,100 value realized) and had 786 shares vest ($234,259 value realized) |
Equity Ownership & Alignment
| Holder | Beneficial Ownership (Shares) | % of Common Stock Outstanding |
|---|---|---|
| Anne Morrison | 14,540 | <1% (based on 64,325,580 shares outstanding) |
Ownership guidelines: Executives must own stock equal to a multiple of salary (CEO 5x; other executives 4x). Anne Morrison’s guideline is 4x salary, and she is “In Compliance” as of the 2024 proxy . Hedging is prohibited and pledging is strictly limited; company and all officers/directors are stated to be in compliance with the policy . During any non‑compliance period, executives must retain at least 75% of net shares received through equity plans .
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | None; executives are at‑will; no individual employment agreements |
| Severance Plan (amended Feb 2024) | Non‑CIC termination: lump‑sum base salary for 8–52 weeks based on service (CEO: 24 months), plus pro‑rated target annual bonus for year of termination |
| Change‑in‑Control (Double Trigger) | CIC Qualifying Termination: lump‑sum 2x base salary + 2x target bonus (CEO: 3x); 24 months COBRA and life insurance premiums; accelerated vesting of equity awards; up to $20,000 outplacement |
| Equity Treatment on CIC | If awards not assumed, they vest prior to CIC; performance RSUs earned based on performance through CIC; assumed awards vest upon CIC Qualifying Termination; detailed TSR/Core FFO treatment specified |
| Tax Gross‑Ups | None; no 280G/4999 excise tax gross‑ups; benefits may be cut to maximize after‑tax payment |
| Non‑Compete/Non‑Solicit | Not specifically disclosed in proxies; standard “cause” and “good reason” definitions apply for severance eligibility |
Potential Payments (Hypothetical as of Dec 31, 2024; ESS closing price $285.44):
| Scenario | Cash Severance ($) | Benefits ($) | Accelerated Equity ($) | Total ($) |
|---|---|---|---|---|
| CIC Qualifying Termination (Double Trigger) | 2,664,774 | 48,500 | 1,821,779 | 4,535,053 |
| Non‑CIC Qualifying Termination | 500,000 | 48,500 | 1,821,779 | 2,370,279 |
Investment Implications
- Strong pay‑for‑performance alignment: 2024 corporate goals drove 180% of target corporate bonuses; Morrison’s total bonus was 156% of target reflecting Core FFO and NOI outperformance, while investment underwriting underachieved (0% for that goal) . Equity mix moved to 85% performance RSUs (TSR and Core FFO) and 15% service RSUs, increasing sensitivity to multi‑year TSR and Core FFO outcomes; options and DIP RSUs were eliminated in 2024, simplifying incentives and reducing optionality‑driven behaviors .
- Vesting/flow‑through supply: Service RSUs vest one‑third annually beginning Feb 8, 2025; TSR RSUs have time‑based installments but earn based on three‑year TSR vs Nareit Apartment Index through Feb 8, 2027, potentially creating periodic sellable share supply on vesting dates .
- Ownership and pledging risk: Morrison is compliant with 4x salary ownership guidelines; company prohibits hedging and strictly limits pledging, and reports policy compliance for officers/directors—no pledging disclosure for Morrison, reducing forced‑sale risk from collateral calls .
- Retention and change‑of‑control economics: Double‑trigger CIC with 2x salary+bonus (CEO 3x), full equity acceleration (subject to performance terms) and 24 months benefits; Non‑CIC severance adds weeks‑based salary plus pro‑rated target bonus. No tax gross‑ups, and robust clawback policy under NYSE Rule 10D‑1, temper governance risk .
- Execution track record: Morrison achieved all 2023–2024 individual goals tied to ESG/sustainability, ERM, and compliance (including GRESB score improvement and emissions limited assurance), indicating effective operational execution in governance and sustainability domains .