Rylan K. Burns
About Rylan K. Burns
Rylan K. Burns is Chief Investment Officer (CIO) and Executive Vice President at Essex Property Trust (ESS). He became CIO in January 2024 after leading Essex’s Co-Investments and portfolio allocation strategy since 2021 and investment activities from September 2023; he joined Essex in 2019 following roles at Millennium Investments and Fidelity Investments . Burns holds a B.A. in Economics and Sociology from Amherst College and is a Chartered Financial Analyst; memberships include Nareit, Urban Land Institute, and National Multifamily Housing Council . Age: 40 as of the 2025 proxy . 2024 corporate performance tied to executive bonuses exceeded targets: Core FFO per diluted share ($15.60 vs $15.06 target), same‑property NOI growth (2.6% vs 0.6%), and 3‑year accretion from acquisitions ($6.5M vs $1.5M), while investment yields underperformed (77% vs 100% target), resulting in a total bonus at 156% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Essex Property Trust | CIO & EVP | Jan 2024–present | Oversees Investments and Asset Management (Co‑Investments, acquisitions, development, structured finance, dispositions, underwriting, redevelopment) |
| Essex Property Trust | Lead investment activities (promotion) | Sep 2023–Dec 2023 | Took leadership of all investment activities upon CIO transition |
| Essex Property Trust | Investor Relations lead; Co‑Investments manager | 2019–2023 | Managed +$4B Co‑Investment platform; ~$1.5B JV agreements negotiated |
| Essex Property Trust | Transactions leadership | 2019–2025 | Negotiated over $3.0B of acquisitions, dispositions, and JV agreements |
| Millennium Investments | Portfolio Manager (REITs) | Pre‑2019 | Managed REIT portfolio decisions |
| Fidelity Investments | Real estate investment (started career) | Began 2009 | REIT stock investment responsibilities |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Nareit | Member | Current | Professional association participation |
| Urban Land Institute | Member | Current | Industry thought leadership |
| National Multifamily Housing Council | Member | Current | Multifamily sector network |
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Base Salary ($) | 450,000 | As reported in Summary Compensation Table |
| All Other Compensation ($) | 52,669 | Perquisites/benefits per proxy |
Performance Compensation
| Component | Threshold ($) | Target ($) | Maximum ($) | Actual ($) | % of Target |
|---|---|---|---|---|---|
| Corporate goals bonus (2024) | 275,625 | 551,250 | 1,102,500 | 992,250 | 180% |
| Individual/business unit bonus (2024) | 118,125 | 236,250 | 236,250 | 236,250 | 100% |
| Total annual bonus (2024) | 393,750 | 787,500 | 1,338,750 | 1,228,500 | 156% |
| 2024 Corporate Performance Metrics | Weight | Threshold | Target | Maximum | Achieved | Payout |
|---|---|---|---|---|---|---|
| Core FFO per diluted share | 40% | $14.86 | $15.06 | $15.26 | $15.60 | 200% |
| Same‑Property NOI Growth | 30% | 0.1% | 0.6% | 1.1% | 2.6% | 200% |
| 3‑yr Proforma Accretion (new acquisitions) | 20% | $1.0M | $1.5M | $2.0M | $6.5M | 200% |
| Investments (underwritten yield attainment) | 10% | 95% | 100% | 105% | 77% | 0% |
| 2024 Individual/Business Unit Goals (Burns) | Outcome |
|---|---|
| Acquire/dispose $250–$500M multifamily assets per plan; diversify capital sources via JV partners; meet growth/accretion targets; mentor key managers | Achieved; 100% of targeted individual bonus paid |
Long‑term equity award design (2024 grants):
- TSR RSUs (45% of LTI): Relative TSR vs Nareit Apartment Index over 3 years; earned 0–150% of target; service vesting 1/3 annually on grant anniversaries .
- Core FFO RSUs (40% of LTI): Three‑year average annual Core FFO goal achievement (annual goals set each year); cliff vesting at 12/31/2026; 2024 annual achievement hit maximum threshold (150%) .
- Service‑vesting RSUs (15% of LTI): 1/3 vest on each of first three anniversaries .
Equity Ownership & Alignment
| Item | 2024 | 2025 |
|---|---|---|
| Beneficial ownership (shares) | 2,971 | 3,900 |
| % of shares outstanding | <1% (categorical) | <1% (categorical) |
| Shares outstanding (reference) | 64,206,278 | 64,325,580 |
| Ownership guideline | 4x salary (CIO/EVP) | 4x salary (CIO/EVP) |
| Compliance status | Yes; new execs have 5 years to comply (Burns promoted 2024) | Yes; 5‑year compliance window |
| Outstanding/Recent Equity Awards (selected) | Grant Date | Type | Units/Shares | Proxy Value/Status | Vesting | |---|---|---:|---|---| | TSR RSUs | 2/8/2024 | Performance & service RSUs | 1,646 units | $469,834 market value at 12/31/2024 | Earn over 3 yrs vs Nareit Index; 1/3 service vest annually | | Core FFO RSUs | 2/8/2024 | Performance RSUs | 378 target units | $86,691 grant‑date fair value | Earn based on 3‑yr average annual Core FFO; cliff vest 12/31/2026 | | Service RSUs | 2/8/2024 | Time‑based RSUs | 426 units | $97,699 grant‑date fair value | 1/3 vest each grant anniversary | | Performance & Service RSUs (2022 cycle) | 12/9/2022 | Performance & service RSUs | 698 target units | 349 unvested units shown; $99,619 market value | Earn/vest through 12/9/2025 | | Stock Options | 11/30/2021 | Options | 1,289 exercisable | Strike $339.44; expire 11/29/2031 | 1/3 vested 2022–2024; appreciation cap $100/share |
Insider selling pressure indicators:
- 2024 vesting: 579 shares vested; value realized $173,598; no option exercises in 2024 .
- Upcoming vest dates: 2/8/2026 and 2/8/2027 for the 2024 TSR/service RSUs; Core FFO RSUs cliff at 12/31/2026; 12/9/2025 for the 2022 performance/service RSUs .
- Options are currently out‑of‑the‑money relative to 12/31/2024 close ($285.44 vs $339.44 strike), reducing near‑term exercise pressure .
Hedging/pledging and alignment safeguards:
- Hedging of Essex equity prohibited; pledging strictly limited with Board approval thresholds; company and all officers/directors in compliance .
- Executive stock ownership retention: if not yet in guideline compliance, must retain at least 75% of net shares from equity grants until compliant .
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreements | Company discloses “No Employment Agreements” as governance best practice |
| Severance (Non‑CIC) | Illustrative payout: Cash $225,000; Benefits $48,500; Accelerated equity $1,014,739; Total $1,288,239 |
| Severance (CIC; double‑trigger) | Cash $2,069,000; Benefits $48,500; Accelerated equity $1,014,739; Total $3,132,239 |
| Severance plan multiples (CIC) | Lump sum = 2x base salary + 2x target annual bonus for executives (CEO 3x) + 24 months COBRA/life premiums + outplacement; accelerated vesting rules per award agreements |
| Change‑in‑control definition | 30% voting power acquisition; board composition change; consolidation/merger with <50% post‑deal voting continuity |
| Tax gross‑ups | None; potential cutback to avoid 280G/4999 excise taxes |
| Clawbacks | Mandatory recovery policy adopted Oct 2, 2023 under SEC/NYSE; recovery of erroneously awarded incentive compensation over preceding 3 years; broader recovery/insider trading policies in 2025 proxy |
Investment Implications
- Pay‑for‑performance alignment: Burns’ bonus is heavily tied to Core FFO and same‑property NOI; 2024 corporate outcomes exceeded maximums for key metrics, driving an above‑target payout, while investment yield attainment missed, signaling disciplined but challenging external growth execution .
- Retention risk and selling windows: Multi‑year RSU schedules with annual and cliff vesting create predictable vest dates (Feb 8 annually; Dec 9, 2025; Dec 31, 2026) that can produce episodic insider selling pressure; option awards are presently out‑of‑the‑money, lowering exercise‑driven supply risk .
- Alignment safeguards: Strict anti‑hedging/limited pledging policy, stock ownership guidelines (4x salary) with retention requirements, and updated clawback regime mitigate misalignment and reputational risk .
- Execution track record: Burns has negotiated over $3.0B of transactions, achieved individual investment objectives in 2024, and the 2021 three‑year TSR‑linked awards paid at 44%, indicating mixed TSR relative performance over that period against the Nareit Apartment Index .