Mary Kasaris
About Mary Kasaris
Independent director at Essex Property Trust since 2018; age 69; serves as Audit Committee Chair and is designated an “audit committee financial expert” under SEC rules, with skills spanning financial expertise, capital markets, risk management, strategic oversight, and corporate governance . In 2024, she also served on the Compensation Committee; Board attendance met at least 75% and all incumbent directors attended the 2024 annual meeting, supporting engagement expectations .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| First Republic Bank | Regional Managing Director | As disclosed in 2023 proxy | Capital markets/financial expertise (basis for Audit Chair qualification) |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Public company directorships | — | None | 0 current public company boards |
| Private/non-profit/academic boards | — | Not disclosed | — |
Board Governance
| Committee | 2024 Membership | 2024 Meetings | 2025 Composition (effective May 13, 2025) | Role/Independence |
|---|---|---|---|---|
| Audit | Kasaris (Chair), Hawthorne, Robinson | 5 | Arabia, Gust, Hawthorne, Kasaris (Chair) | All members independent; all are “audit committee financial experts” |
| Compensation | Johnson (Chair), Lyons, Kasaris (member) | 3 | Hawthorne, Johnson (Chair), Lyons | All members independent; no interlocks or insider participation in 2024 |
| Nominating & Corporate Governance | Not listed for Kasaris | — | Not listed for Kasaris | Board-level oversight of climate/sustainability via Nominating Committee |
- Board held four formal meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served; all incumbent directors attended the 2024 annual meeting .
- Lead Independent Director presides over executive sessions; separate Chair/CEO roles provide oversight balance .
Fixed Compensation
Director compensation structure and Mary Kasaris actuals.
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash retainer (program) | $84,000 | $84,000 |
| Committee membership fees (program) | Audit $12,000; Comp/Nom $8,000 | Audit $12,000; Comp/Nom $8,000 (to increase for 2025) |
| Committee chair fees (program) | Audit $32,000; Comp $20,000; Nom $20,000 | Audit $32,000; Comp $22,000; Nom $20,000 |
| Lead Independent Director fee (program) | $25,000 | $25,000 |
| Mary Kasaris – Fees Earned/Paid in Cash | $119,000 | $124,000 |
Program changes effective 2025: RSU annual grant increased to $170,000 for directors ($300,000 for Chair); Audit membership fee to $15,000; Comp/Nom membership to $10,000 .
Performance Compensation
Time-based RSUs only; no performance metrics disclosed for director equity.
| Award Type | Grant Value | Vesting | Performance Metrics | Notes |
|---|---|---|---|---|
| RSUs (annual director grant) | $155,000 (2024 actual for Kasaris) | Fully vest one year after grant date | None (time-based RSUs only) | Directors’ equity grants moved to RSUs-only starting 2024; options discontinued |
| Chair RSUs | $285,000 (2024 Chair) | Fully vest one year after grant date | None | Chair higher grant value |
Other Directorships & Interlocks
| Item | Status | Source |
|---|---|---|
| Other current public company boards | 0 | |
| Compensation Committee interlocks (2024) | None | |
| Family relationships among directors/executives | None |
Expertise & Qualifications
- Designated audit committee financial expert; meets NYSE/SEC independence, experience, and financial literacy requirements; no financial or personal ties to the Company beyond standard director compensation/equity .
- Skills matrix indicates financial expertise, capital markets, risk management, strategic planning, and corporate governance experience aligned to Audit Chair role .
Equity Ownership
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Beneficial ownership (shares) | 5,800 | — | 19,813 |
| Ownership % of shares outstanding | <1% | — | <1% |
| Options outstanding (vested/unvested) | 17,608 | 17,608 | — |
- Director stock ownership guidelines: target holding equal in value to 5x annual cash retainer; directors expected to comply within 4 years; as of Dec 31, 2024, all non-employee directors were in compliance or had additional time to comply .
- Policy on hedging and pledging: hedging prohibited; pledging tightly limited, requiring Board approval or de minimis thresholds; directors and officers in compliance .
Governance Assessment
- Committee leadership: As Audit Chair, Kasaris oversees financial reporting integrity, auditor independence, internal controls, and enterprise/cyber risk; audit reviews include regular cyber briefings, with no material cyber breaches reported since 2016 .
- Independence and engagement: Independent status affirmed; at least 75% meeting attendance; participation in executive sessions under Lead Independent Director structure; Board actively engages shareholders (outreach covering ~75% of shares in 2024) .
- Pay alignment signals: Director compensation mix is balanced (cash retainer, committee fees, RSUs with one-year vesting); 2024 shifted to RSUs-only and 2025 increased RSU grant/membership fees in line with REIT peer assessments .
- Ownership alignment: Robust anti-hedging/pledging policy and director ownership guidelines (5x cash retainer) support skin-in-the-game; all non-employee directors compliant or within window to achieve compliance as of year-end 2024 .
- Potential conflicts: No compensation committee interlocks or family relationships; related-party transactions disclosed relate to Chairman George Marcus; these transactions are reviewed under Board policies and generally overseen by the Audit Committee, where Kasaris serves as Chair .
RED FLAGS: None disclosed specific to Kasaris (no interlocks, no family ties, hedging prohibited). Monitoring areas include Board review of any pledging exceptions and continued oversight of related-party transactions involving affiliates (primarily associated with the Chairman) .