Barb M. Pak
About Barb M. Pak
Barb M. Pak is Chief Financial Officer and Executive Vice President of Essex Property Trust (ESS), age 48, serving as CFO since January 2021 and at Essex since 2012; she oversees Capital Markets, Accounting, Tax, Treasury, FP&A, Internal Audit, Portfolio Strategy & Data Analytics, Investor Relations, and Investment Due Diligence . She holds a B.S. in Finance from the University of South Dakota and is a Chartered Financial Analyst (CFA); prior roles include Portfolio Manager at Oak Hill REIT Management and earlier career at Green Street Advisors beginning in 1999 . During 2024, Essex reported net income per diluted share of $11.54 vs $6.32 in 2023, same‑property revenue growth of 3.3%, same‑property NOI growth of 2.6%, Core FFO/share growth of 3.8%, and a total shareholder return of 18.4% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Essex Property Trust | Senior Vice President of Finance | 2019–2020 | Oversaw Co‑Investments, Capital Markets, FP&A, and Investor Relations; expanded co‑investment relationships |
| Essex Property Trust | Head of Capital Markets | Began 2017 | Strengthened financial flexibility and access to capital |
| Oak Hill REIT Management | Portfolio Manager | Pre‑2012 (through 2012 start at ESS) | Public REIT portfolio management experience |
| Green Street Advisors | Analyst (career began) | Began 1999 | Real estate research and capital markets foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| CFA Institute | Chartered Financial Analyst (CFA) | N/A | Professional credential |
| Nareit | Member | N/A | Industry involvement |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 650,000 | 650,000 | 650,000 |
| Non‑Equity Incentive Plan Compensation ($) | 1,272,000 | 998,882 | 2,028,000 |
| Stock Awards – grant date fair value ($) | 985,180 | — (no annual grant due to shift of timing) | 1,283,716 |
| Option Awards ($) | 215,010 | — | — |
| All Other Compensation ($) | 47,248 | 35,655 | 46,155 |
| Total ($) | 3,169,438 | 1,684,537 | 4,007,871 |
| 2024 Annual Bonus Structure (Corporate Component, 70% weight of bonus) | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| Corporate Cash Bonus ($) | 455,000 | 910,000 | 1,820,000 | 1,638,000 (180% of target) |
| 2024 Annual Bonus Structure (Individual/Business Unit, 30% weight of bonus) | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| Individual/BU Cash Bonus ($) | 195,000 | 390,000 | 390,000 | 390,000 (100% of target) |
Notes
- Essex increased the proportion of bonus tied to non‑discretionary corporate goals from 50% to 70% in 2024; the individual/BU portion was reduced from 50% to 30% .
- No employment agreements; at‑will employment applies to executive officers .
Performance Compensation
| Annual Corporate Performance Goals (2024) | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| 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% |
| Generated 3‑Year Pro forma Accretion from New Acquisitions | 20% | $1.0M | $1.5M | $2.0M | $6.5M | 200% |
| Investments (underwritten yield realization) | 10% | 95% | 100% | 105% | 77% | 0% |
| 2024 Annual Bonus Outcome (CFO) | Corporate Payout | Individual/BU Payout | Total Payout as % Target |
|---|---|---|---|
| Result | 180% of target | 100% of target | 156% of target |
Long‑Term Incentives (Design and 2024 Grants)
- Mix: 85% performance‑based RSUs (45% TSR vs Nareit Apartment Index; 40% Core FFO/share over 2024–2026), 15% time‑based RSUs; stock options and DIP RSUs were eliminated in 2024 to simplify and align metrics .
- TSR RSUs (grant 2/8/2024): performance measured Feb 8, 2024 – Feb 8, 2027; vest 1/3 annually with performance overlay vs Nareit Apartment Index; 0–150% payout based on relative TSR; no vesting below threshold .
- Core FFO RSUs (grant 2/8/2024): earned on average annual Core FFO goal achievement (2024–2026); cliff vest at 12/31/2026; 0–150% payout; 2024 performance achieved maximum 150% for that year’s component .
- Time‑based RSUs (grant 2/8/2024): vest in three equal annual installments .
| 2024 Equity Grants (CFO) | Grant Date | Type | Target Units | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Performance RSUs (TSR) | 2/8/2024 | TSR RSUs | 4,430 | 1/3 annually; performance 2024–2027 | 787,654 |
| Performance RSUs (Core FFO portion for 2024) | 2/8/2024 | Core FFO RSUs | 1,018 (2024 portion) | Cliff vest 12/31/2026; 2024 performance counted | 233,468 |
| Time‑based RSUs | 2/8/2024 | Service‑vesting RSUs | 1,145 | 1/3 annually | 262,594 |
Prior Award Payouts
- 2021 performance‑based RSUs (Performance & Service RSUs and DIP RSUs) paid out at 44% based on 3‑year absolute TSR and relative TSR vs Nareit Apartment Index through 2024 .
Equity Ownership & Alignment
| Beneficial Ownership (as of record date Feb 28, 2025) | Shares/Status |
|---|---|
| Total beneficial ownership (incl. options exercisable within 60 days) | 40,194 shares; <1% of outstanding |
| Options exercisable within 60 days (included above) | 31,540 shares |
| Ownership guidelines (CFO) | 4x base salary; in compliance |
| Hedging/Pledging | Hedging prohibited; pledging strictly limited; Company and all officers/directors in compliance |
| Deferred compensation balance (12/31/2024) | $227,329; 2024 earnings $37,398; 2024 contributions $0 |
| Shares pledged (CFO) | No pledges disclosed for Ms. Pak in ownership footnotes |
Options Detail (as of 12/31/2024)
| Grant Date | Exercisable | Unexercisable | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 12/09/2022 | 6,318 | 3,158 | 214.79 | 12/08/2031 |
| 11/30/2021 | 9,236 | — | 339.44 | 11/29/2031 |
| 12/02/2020 | 10,513 | — | 248.70 | 12/01/2030 |
| 12/04/2019 | 5,473 | — | 311.43 | 12/03/2029 |
- Options subject to a $100/share appreciation cap .
- Reference share price for disclosures (12/31/2024): $285.44, used by company in severance examples .
Vesting Schedules and Upcoming Supply
- 2024 time‑based RSUs: 1/3 vested on 2/8/2025; remaining tranches vest 2/8/2026 and 2/8/2027, subject to service .
- 2024 TSR RSUs: 1/3 service vesting annually (Feb 2025–2027) with performance overlay resolved after 3‑year period .
- 2024 Core FFO RSUs: cliff vest 12/31/2026 based on 3‑year average performance .
- 12/09/2022 option tranche: final vest date 12/09/2025 (1/3 per year) .
Employment Terms
| Topic | Key terms |
|---|---|
| Employment agreement | None; executives are at‑will; “No Employment Agreements” policy confirmed |
| Clawback | Mandatory recovery of erroneously awarded incentive compensation per NYSE Rule 10D‑1 |
| Anti‑hedging/pledging | Hedging prohibited; pledging strictly limited with compliance reported |
| Perquisites | Limited; auto program discontinued in 2024; concierge medical added in 2024; benefits/401(k) typical |
| Ownership guidelines | CEO 5x salary; other execs 4x; Ms. Pak “Yes” in compliance |
| Non‑compete/non‑solicit | Not specified in proxy; severance plan governs separation economics |
Change‑of‑Control and Severance Economics
- Double‑trigger CIC severance; no single‑trigger cash; equity acceleration and treatment defined in plan/agreements .
- CIC treatment of performance RSUs: performance measured to CIC date (or target if within 12 months for TSR RSUs); service‑based vesting continues if assumed; if not assumed, accelerates .
- Non‑CIC termination: lump sum based on service weeks (CEO 24 months), plus pro‑rated target bonus; 2024 amendment added non‑CIC severance .
- No excise tax gross‑ups; cutback may apply .
| Hypothetical Termination Values for CFO (as of 12/31/2024) | Cash Severance ($) | Benefits Value ($) | Value of Accelerated Equity Awards ($) | Total ($) |
|---|---|---|---|---|
| CIC Qualifying Termination | 4,165,921 | 48,500 | 3,126,323 | 7,340,744 |
| Non‑CIC Qualifying Termination | 650,000 | 48,500 | 3,126,323 | 3,824,823 |
Performance & Track Record
- 2024 operating metrics: net income/share $11.54 (vs $6.32 in 2023), same‑property revenue growth 3.3%, same‑property NOI growth 2.6% .
- 2024 Core FFO/share growth: 3.8% (led multifamily peer group) .
- Capital deployment: $1.4B gross acquisitions (pro rata ~$850M); $252.4M sale (gain $175.6M); $108.8M structured finance redemptions at 10.4% avg return .
- Balance sheet: $550M 10‑year notes at 5.37%; net‑debt‑to‑EBITDAre 5.6x; ~$1.3B liquidity year‑end 2024 .
- Shareholder returns: 2024 TSR 18.4%; 30 consecutive annual dividend increases (6.1% increase in 2024) .
Compensation Structure Analysis
- Increased pay‑for‑performance: in 2024, 80% of CEO and ~72% of other NEO direct compensation was performance‑based; long‑term mix is 85% performance‑based RSUs and 15% time‑based RSUs .
- Shift away from options/DIP RSUs: stock options and DIP RSUs eliminated in 2024 to simplify and focus on TSR and Core FFO/share .
- Bonus design changes: increased corporate, non‑discretionary weighting to 70% and tightened link to Core FFO, NOI, and accretive external growth; 2024 corporate payout averaged 180% due to outperformance, while one investment yield goal paid 0% .
- Peer benchmarking: Mercer found 2024 target comp levels well below the 30th percentile; Committee aims near 50th percentile, increased 2024 target bonuses accordingly .
- Say‑on‑pay support: ~98% approval in 2024; five‑year average ~96% .
Compensation Peer Group (Benchmarking)
| Peer | 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 |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay: ~98% “FOR”; three‑year average ~96% .
- Engagement: outreach to holders of ~75% of outstanding shares in 2024 on governance, compensation, and sustainability topics; feedback reported to Board/committees .
Investment Implications
- Pay‑for‑performance alignment: CFO incentives are tightly linked to Core FFO/share, same‑property NOI, and relative TSR vs the Nareit Apartment Index; 2024 corporate goal outperformance drove 180% payout on the corporate component, while underperformance on a single external yield metric drew a 0% payout, evidencing discipline in the plan .
- Retention risk appears contained: meaningful unvested performance‑based RSU overhang (TSR/Core FFO cycles into 2026–2027), service‑based RSUs vesting through 2027, and options vesting into 2025, plus double‑trigger CIC protections and non‑CIC severance provide stability without tax gross‑ups or single‑trigger cash .
- Ownership alignment: adherence to 4x salary ownership guideline, anti‑hedging and tightly limited pledging policies, and strong say‑on‑pay support reduce alignment risk; no specific stock pledges disclosed for Ms. Pak .
- Monitoring items: 2024–2026 Core FFO RSU cycle and 2024–2027 TSR cycle will be key signals for payout trajectory; continued delivery on Core FFO/share and NOI growth should support performance‑based vesting and mitigate insider selling pressure related to vesting events .