Keith R. Guericke
About Keith R. Guericke
Keith R. Guericke, 76, is Vice Chairman of Essex Property Trust’s Board and an independent director since 1994. He served as Essex’s President and CEO from 1988–2010, having joined Essex’s predecessor in 1977, and holds a B.S. in Accounting from Southern Oregon College; he began his career at Kenneth Leventhal & Company, a real estate-focused CPA firm . The Board affirms his independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Essex Property Trust, Inc. | President & CEO | 1988–2010 | Led IPO preparation in 1994; deep real estate/operating expertise |
| Essex Property Trust, Inc. (predecessor) | Investment focus | 1977–1988 | Portfolio expansion; strategy |
| Kenneth Leventhal & Company | Staff (Real Estate CPA firm) | Early career | Accounting foundation in real estate |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Century Communities, Inc. (NYSE: CCS) | Director | Current | Public company directorship; single current external board |
| American Residential Properties, Inc. | Director | Prior | Public company board experience |
| Nareit | Member | Prior | Industry engagement |
Board Governance
- Independence: Independent director under NYSE/Board standards .
- Role: Vice Chairman of the Board .
- Committee assignments (2024; effective composition noted for 2025):
- Nominating & Corporate Governance Committee member (3 meetings in 2024; all members independent) .
- Executive Committee member (3 meetings in 2024; chaired by George M. Marcus) .
- Attendance/engagement:
- Board met 4 times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Directors encouraged to attend annual meeting; all incumbent directors attended in 2024 .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $84,000 | Paid quarterly |
| Committee membership fees | $8,000 for Nominating; $8,000 for Compensation; $12,000 for Audit (if applicable) | Guericke sits on Nominating; fee applies |
| Chair fees | Nominating Chair $20,000; Compensation Chair $22,000; Audit Chair $32,000 (if applicable) | Guericke is not listed as a chair |
| Lead Independent Director fee | $25,000 (if applicable) | Not applicable to Guericke |
| 2025 program changes | RSU grant up to $170,000 (directors), $300,000 (Chair); Audit membership $15,000; Comp/Nom membership $10,000 | Future structure |
Director-level 2024 compensation received:
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Keith R. Guericke | $84,000 | $155,000 | $239,000 |
Performance Compensation (Director)
| Equity Award Type | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSUs (Director) | $155,000 (2024) | Fully vest 1 year after grant | None (time-based RSUs; no TSR/financial metrics) |
| Program update (2025) | $170,000 (directors), $300,000 (Chair) | Fully vest 1 year after grant | None |
Essex discloses no performance-linked metrics for director equity; director awards are time-based RSUs with one-year vesting .
Other Directorships & Interlocks
| Company | Sector | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Century Communities (NYSE: CCS) | Homebuilding | Director | No Essex-related transactions disclosed; single current external public board |
| American Residential Properties | Residential REIT | Former Director | Not current |
- Compensation Committee Interlocks: None among Compensation Committee members in 2024; all members independent (Guericke is not a member) .
- Relationships among directors/executives: No family relationships disclosed .
Expertise & Qualifications
- Real estate operations/development; strategic planning; financial expertise; capital markets .
- Over 40 years with Essex; strong relationships with Essex executives and industry leaders .
Equity Ownership
| Metric | Amount/Detail |
|---|---|
| Total beneficial ownership | 98,360 shares; <1% of outstanding |
| Options outstanding | 15,723 options (vested/unvested) as of 12/31/2024 |
| LP interests (exchangeable) | 66,519 shares may be issued upon exchange of limited partnership interests |
| Shares pledged as collateral | 25,101 shares pledged to Morgan Stanley (loan) |
| Shares outstanding (record date) | 64,325,580 |
| Director stock ownership guideline | 5× annual cash retainer; directors compliant or within allowed time |
| Anti-hedging/pledging policy | Hedging prohibited; pledging strictly limited, permitted only under thresholds or with Board approval |
Governance Assessment
- Committee work and independence:
- Independent status affirmed; active on Nominating & Corporate Governance and Executive Committees, supporting board refreshment, sustainability oversight via Nominating, and transactional authorization via Executive Committee .
- Attendance/engagement:
- Met at least 75% attendance thresholds for Board/committee meetings; attended 2024 annual meeting—indicative of engagement .
- Ownership alignment:
- Material aligned stake (beneficial ownership includes exchangeable LP interests and options); compliant with director ownership guidelines .
- Potential conflicts and red flags:
- Shares pledged (25,101) to Morgan Stanley—allowed under Essex’s limited pledging policy but remains a governance risk indicator; threshold under policy is the greater of 0.002× shares outstanding or 20% of individual ownership, and Essex enforces strong anti-hedging rules .
- Long tenure (since 1994) can raise entrenchment concerns; the Board explicitly views Messrs. Marcus and Guericke’s long service as a strength given historical returns and institutional knowledge, and opposes tenure limits .
- Director compensation structure:
- Balanced cash ($84k) and equity ($155k RSUs) suggests alignment via equity; RSUs vest time-based, not performance-based—investors may prefer performance-linked criteria for directors, though such structures are uncommon .
- Board effectiveness context:
- Board independence (8 of 9), lead independent director, separate Chair/CEO roles, executive sessions, and robust governance policies (clawbacks, anti-hedging, proxy access) bolster investor confidence .
- Shareholder signals:
- Strong say-on-pay support (≈98% in 2024; ~96% three-year average) reflects investor approval of compensation governance, though focused on NEOs rather than directors .
Overall: Guericke brings deep Essex and sector expertise and remains independent with meaningful equity alignment. Main governance watchpoint is his share pledging (permitted under Essex’s policy but a red flag to some investors). Long tenure is a double-edged signal—Board positions it as value-add; investors should balance continuity benefits against refreshment/independence perceptions .