John V. Arabia
About John V. Arabia
Independent director of Essex Property Trust since 2024; age 55. Former President & CEO of Sunstone Hotel Investors (2015–2021), previously President (2013–2015) and CFO/EVP Corporate Strategy (2011–2013); earlier, Managing Director at Green Street Advisors and Consulting Manager at EY Kenneth Leventhal. Education: B.S. in Hotel Administration (Cornell), MBA in Real Estate/Accounting (USC), CPA (Illinois). No current public company directorships at ESS as of the record date .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sunstone Hotel Investors (NYSE: SHO) | President & CEO | 2015–2021 | Led lodging REIT through industry cycles |
| Sunstone Hotel Investors | President | 2013–2015 | Strategic and operational oversight |
| Sunstone Hotel Investors | CFO & EVP Corporate Strategy | 2011–2013 | Capital strategy and corporate finance |
| Green Street Advisors | Managing Director, Real Estate Research | Joined 1997 | Sell-side research leadership |
| EY Kenneth Leventhal | Consulting Manager, Lodging | Prior to Green Street | West Coast lodging consulting practice |
External Roles
| Organization | Role | Status | Governance/Committees |
|---|---|---|---|
| Sunstone Hotel Investors (NYSE: SHO) | Director | Former | Board member (dates not specified) |
| Education Realty Trust (NYSE: EDR) | Director | Former | Investment & Oversight Committee; former Chair, Nominating & Corporate Governance Committee |
- Current public company directorships: 0 .
Board Governance
- Independence: Board determined Arabia is independent under NYSE standards; 8 of 9 nominees are independent .
- Committee assignments: Audit Committee member (Audit met 5 times in 2024; all members are “audit committee financial experts”) .
- Attendance/engagement: Board held 4 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all incumbent directors attended the 2024 annual meeting .
- Board leadership environment: Separate Chair/CEO, Lead Independent Director, and regular executive sessions of independent directors .
Fixed Compensation
| Component (Non-Employee Director) | Value/Terms | 2024 Amount (Arabia) |
|---|---|---|
| Annual cash retainer | $84,000 | Included in cash total |
| Committee membership fees | Audit $12,000; Comp $8,000; Nominating $8,000 | Included in cash total (member: Audit) |
| Lead Independent Director fee | $25,000 (not applicable) | N/A |
| Equity grant (RSUs) | $155,000; vests in full after 1 year | $155,000 |
| 2024 Fees earned (cash) | Aggregate cash paid | $93,000 |
| 2024 Total | Cash + stock awards | $248,000 |
- 2025 program changes: RSU grant increased to $170,000 (directors) and $300,000 (Chair); Audit membership fee to $15,000; Compensation and Nominating membership fees to $10,000 .
Performance Compensation
| Equity Type | Grant Value | Vesting Schedule | Performance Conditions |
|---|---|---|---|
| Annual Director RSUs | $155,000 | Fully vest 1 year after grant date | None (time-based only) |
Essex does not grant stock options to directors in 2024; director equity is time-based RSUs intended to align with shareholders without performance metrics .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| Prior public boards | SHO (Sunstone Hotel Investors); EDR (Education Realty Trust) |
| Interlocks/conflicts | No related-party transactions disclosed for Arabia at ESS; Audit Committee reviews related party matters |
Expertise & Qualifications
- Deep real estate, development, management, and hospitality expertise; capital markets and governance exposure from SHO and EDR .
- Financial credentials include CPA (Illinois) and MBA (USC), supporting Audit Committee duties .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| John V. Arabia | 3,085 | <1% | Includes 2,500 shares held in a family trust over which he has voting and dispositive power; no options outstanding |
| Director stock ownership policy | Target value = 5× annual cash retainer; expect compliance within 4 years of joining | All non-employee directors were compliant or within the permitted timeframe as of 12/31/24 | Hedging prohibited; pledging strictly limited |
- Pledging/hedging: ESS prohibits hedging and strictly limits pledging of Essex equity; no pledge disclosure for Arabia in footnotes .
Governance Assessment
- Positives: Independent director with audit financial expertise; serves on Audit Committee with all members designated “audit committee financial experts.” Strong Board structure (separate Chair/CEO; Lead Independent Director; regular executive sessions). Robust anti-hedging and limited pledging policies; formal clawback policy; shareholder support for pay practices high (98% Say-on-Pay approval in 2024; ~96% 5-year average) .
- Alignment: Receives standard director RSUs with one-year vesting and cash retainer; director ownership guidelines promote alignment (5× retainer target; compliance or permitted time window as of year-end) .
- Potential flags: Low absolute ownership (<1%) typical for a newer appointee; guidelines allow 4 years to reach target. No related-party transactions or pledging disclosed for Arabia; no attendance concerns noted (≥75%) .