Irving F. Lyons, III
About Irving F. Lyons, III
Irving F. Lyons, III is Essex Property Trust’s Lead Independent Director, age 75, and has served on the Board since 2014. He previously served as Vice Chairman (2001–May 2006) and Chief Investment Officer (1997–2004) of Prologis, and was Managing Partner at King & Lyons, an industrial real estate firm; he holds an MBA from Stanford and a BS in Industrial Engineering & Operations Research from UC Berkeley . The Board’s skills matrix highlights his financial expertise, capital markets experience, corporate governance knowledge, real estate operations/development, strategic planning, and risk management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prologis, Inc. (NYSE: PLD) | Vice Chairman | 2001–May 2006 | Senior leadership in publicly traded real estate; capital allocation and strategy |
| Prologis, Inc. (NYSE: PLD) | Chief Investment Officer | Mar 1997–Dec 2004 | Led investment function; portfolio and capital markets oversight |
| King & Lyons | Managing Partner | Not disclosed | Industrial real estate development and management |
| BRE Properties, Inc. (acquired by Essex in 2014) | Director; Former Chairman | Not disclosed | Governance and oversight prior to Essex acquisition |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Prologis, Inc. (NYSE: PLD) | Lead Director | Current | Identified as Lead Director; counts as his one current public company board |
| Equinix, Inc. (NASDAQ: EQIX) | Director | Former | Former member of EQIX Board |
| BRE Properties, Inc. | Director; Former Chairman | Former | BRE acquired by Essex in 2014 |
Board Governance
- Roles: Lead Independent Director presiding over regular executive sessions of non-management directors .
- Committees (2024 activity and independence):
- Nominating & Corporate Governance Committee: Chair (Lyons); 3 meetings; all members independent .
- Compensation Committee: Member; 3 meetings; all members independent .
- Executive Committee: Member; 3 meetings .
- Audit Committee: Not listed as member (Audit had 5 meetings; all members independent) .
- Independence: Board determined Lyons is independent under NYSE standards .
- Attendance: In 2024 the Board held 4 formal meetings; each director attended at least 75% of Board and applicable committee meetings. All incumbent directors attended the 2024 annual meeting .
- Stockholder engagement and access: Management engaged holders of ~75% of outstanding shares in 2024; stockholders can directly contact the Lead Independent Director at the company’s address (Lyons) .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual cash retainer | $84,000 | Paid quarterly |
| Lead Independent Director fee | $25,000 | Annual |
| Committee membership fees | $12,000 Audit; $8,000 Comp; $8,000 Nominating | Annual; member-level fees |
| Committee chair fees | $22,000 Comp Chair; $20,000 Nom Chair; $32,000 Audit Chair | Annual |
| Annual RSU grant (directors) | $155,000 | # of RSUs = value ÷ closing price; fully vest one year after grant |
| Annual RSU grant (Chairman) | $285,000 | Vesting as above |
| 2025 program changes | RSU to $170,000 (directors) and $300,000 (Chairman); Audit membership to $15,000; Comp/Nom membership to $10,000 | Effective 2025 |
| 2024 Director Pay – Lyons | Fees Earned (Cash) | Stock Awards (RSUs) | Total |
|---|---|---|---|
| Irving F. Lyons, III | $137,000 | $155,000 | $292,000 |
Notes: No options were awarded to directors in 2024 . RSU grants for directors are time-based and vest fully one year after grant .
Performance Compensation
- Directors do not receive performance-based equity or bonuses; RSUs are time-based only and vest after one year; no performance metrics are disclosed for director compensation .
Other Directorships & Interlocks
| Company | Relation to Essex | Interlock/Conflict Commentary |
|---|---|---|
| Prologis, Inc. (PLD) | Industrial REIT; different asset class vs Essex multifamily | Board service provides capital markets and real estate expertise; no Essex-identified related party transactions involving Lyons; Audit Committee reviews related party transactions generally . |
| Equinix, Inc. (EQIX) | Data center REIT | Former board role; no current interlock with Essex operations disclosed . |
| BRE Properties | Former multifamily REIT | Historical role; BRE acquired by Essex in 2014; not a current external conflict . |
- Compensation Committee interlocks: None among committee members in 2024 (Lyons, Johnson, Kasaris) .
Expertise & Qualifications
- Board’s skills matrix attributes for Lyons include: financial expertise, capital markets, corporate governance, real estate operations/development, strategic planning and oversight, and risk management .
- As Lead Independent Director, he presides over executive sessions and supports risk oversight with committee leadership .
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Beneficial ownership (Common Stock) | 33,794 shares; <1% of outstanding | As of Record Date; company-wide table shows <1% for Lyons . |
| Stock options outstanding | 24,639 options | Vested/unvested totals; no new options granted in 2024 . |
| Director stock ownership guideline | 5× annual cash retainer | Directors expected to reach within 4 years; waivers possible . |
| Compliance status (directors) | In compliance or within allowed time (as of 12/31/2024) | Company-wide status; directors considered compliant or within time . |
| Hedging/Pledging policy | Hedging prohibited; pledging restricted and subject to thresholds/approvals | Adopted policy; applies to directors and executives . |
| Pledging/Hedging by Lyons | Not disclosed | No pledging or hedging by Lyons disclosed in proxy . |
Governance Assessment
- Strengths:
- Lead Independent Director role with direct stockholder communication channel; reinforces independent oversight and engagement .
- Chairs Nominating & Corporate Governance Committee and serves on Compensation and Executive Committees; all committees operate under written charters with independence and active meeting cadence (Nom 3; Comp 3; Exec 3) .
- Board-wide attendance threshold met; structured risk oversight across Audit and Board; executive sessions held without management .
- Director pay structure balanced between cash retainer, role-based fees, and time-based RSUs; no performance-linked metrics that could induce excess risk for directors .
- Robust related party transaction guidelines with Audit Committee review; no Lyons-specific related-party transactions disclosed .
- Potential watch items:
- Legacy options outstanding (24,639) for Lyons; while no 2024 option grants occurred, monitoring alignment vs RSU-only program is prudent .
- External board service at Prologis (Lead Director) requires continued monitoring for any potential transactional overlap; current proxy disclosures show no Lyons-related transactions with Essex .
Overall, Lyons’ independent leadership, committee chairmanship, and real estate capital markets background support board effectiveness and investor confidence; disclosures show no conflicts, pledging, or attendance concerns tied to Lyons .