Maria R. Hawthorne
About Maria R. Hawthorne
Independent director of Essex Property Trust since 2020 (age 65). Former President & CEO of PS Business Parks (NYSE: PSB) with three decades of public REIT operating experience, including interim COO, acting CFO, and CAO roles. Holds a B.A. in International Relations from Pomona College. Core credentials: public company CEO experience, deep REIT operations and capital allocation background, and audit/compensation oversight expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PS Business Parks (public REIT; acquired by Blackstone affiliates Jul-2022) | Interim Chief Operating Officer | Jan 2022 – Jul 2022 | Led operating transition through sale process |
| PS Business Parks | President & Chief Executive Officer | Aug 2015 – Aug 2020 | Oversaw portfolio operations, capital allocation, strategic initiatives |
| PS Business Parks | Acting Chief Financial Officer | Sep 2017 – Sep 2018 | Finance leadership during transition |
| PS Business Parks | Chief Administrative Officer | Jul 2013 – Aug 2015 | Organizational leadership, admin functions |
| PS Business Parks | Various roles of increasing responsibility | 1994 – Jul 2022 | Multi-decade operating track record |
| American Office Park Properties | General Manager; Leasing Director; Property Manager | 1988 – 1994 | Property and leasing operations |
External Roles
| Company | Exchange/Ticker | Role | Committee/Chair |
|---|---|---|---|
| ASGN Incorporated | NYSE: ASGN | Director | Audit Committee Chair |
| Public Storage | NYSE: PSA | Trustee | — |
Board Governance
- Independence: Determined independent by the Board (8 of 9 directors independent) .
- Committees: Audit Committee member; Compensation Committee member .
- Audit expertise: All Audit Committee members (incl. Hawthorne) are “audit committee financial experts” and meet NYSE/SEC independence and literacy requirements .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; Board held 4 meetings; Audit 5; Compensation 3; Nominating 3 .
- Years of service on ESS board: Since 2020 .
- Say-on-Pay support: ~98% approval at 2024 annual meeting; ~96% 5-year average, signaling strong investor alignment .
Fixed Compensation (Director)
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $84,000 | Standard non-employee director retainer |
| Committee fees | $12,000 (Audit member); $8,000 (Comp member) | 2024 program levels |
| Equity (RSUs) | $155,000 grant value | Vests fully one year after grant |
| 2024 actual – Hawthorne | Cash: $96,000; Stock awards: $155,000; Total: $251,000 | As reported in Director Compensation Table |
| 2025 program changes | RSUs to $170,000 (directors); Audit membership fee to $15,000; Comp/Nominating membership fee to $10,000 | Effective 2025 |
Performance Compensation (Director)
- Structure: Director equity grants are time-based RSUs that fully vest after one year; no performance metrics or variable pay elements for directors .
- Clawback/hedging/pledging: Company has compensation recovery (clawback) policy and prohibits hedging; pledging is prohibited or strictly limited with Board pre-approval thresholds .
Other Directorships & Interlocks
| Director | Other Current Public Company Directorships | Potential Interlocks/Conflicts |
|---|---|---|
| Maria R. Hawthorne | 2 (ASGN; PSA) | No ESS-disclosed related-party transactions involving Hawthorne; service at PSA (self-storage) does not overlap with ESS (multifamily) operating segment. Related-party items in proxy pertain to Chairman George M. Marcus, not Hawthorne . |
Expertise & Qualifications
- Public company CEO and operating leadership in REITs (PS Business Parks)
- Financial expertise suitable for Audit Committee (designated “audit committee financial expert”)
- Real estate operations, strategic planning, and risk management experience
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Detail |
|---|---|---|---|
| Maria R. Hawthorne | 8,602 | <1% | Includes 6,130 options exercisable within 60 days of record date |
| Director stock ownership guideline | 5x annual cash retainer | — | All non-employee directors compliant or within allowed time to comply as of 12/31/2024 |
| Hedging/Pledging | Prohibited/strictly limited | — | Anti-hedging policy; pledging limited with pre-approval thresholds; no pledge disclosed for Hawthorne |
Governance Assessment
-
Strengths
- Independent director with dual committee service (Audit and Compensation), designated audit committee financial expert, enhancing financial oversight and pay governance .
- Robust alignment signals: time-based RSU compensation and stock ownership guidelines; company-wide anti-hedging and clawback policies .
- Strong investor support environment (98% Say-on-Pay in 2024), and active shareholder engagement reported by the company .
-
Watch items
- Time commitments: two external public boards plus committee chair role at ASGN; monitor ongoing attendance and engagement (2024: ≥75% attendance threshold met for all directors) .
- Related-party oversight: while none disclosed for Hawthorne, the Board (and Audit Committee where she serves) oversees related-person transactions; continued vigilance advisable given broader company disclosures involving the Chairman’s affiliates (not related to Hawthorne) .