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Section 1: DEF 14A (DEF 14A)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Soliciting Material pursuant to § 240.14a-12

Essex Property Trust, Inc.
(Name of Registrant as Specified In Its Charter)

N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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1100 Park Place, Suite 200
San Mateo, California 94403

March 26, 2019

Dear Stockholder:

You are cordially invited to attend the 2019 annual meeting of stockholders (the “Annual Meeting”) of Essex Property Trust, Inc., a Maryland corporation (the “Company”), to be held at the Garden Court Hotel, 520 Cowper Street, Palo Alto, California 94301 on May 14, 2019, at 1:00 p.m., Pacific Time.

The attached notice of annual meeting and proxy statement describe the matters expected to be acted upon at the Annual Meeting. We urge you to review these materials carefully.

This year we are again furnishing proxy materials to our stockholders over the Internet. On or about March 28, 2019, we are mailing to most of our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our notice of annual meeting, proxy statement, and 2018 Annual Report to Stockholders and how to vote. Some stockholders may, if they have so previously requested, receive these materials via email or paper copies by mail. If you only received a Notice of Internet Availability of Proxy Materials by mail, the notice of annual meeting also contains instructions on how you can receive a paper copy of the proxy materials and 2018 Annual Report.

Please use this opportunity to take part in the Company’s affairs by voting on the business to be presented at the Annual Meeting. Whether or not you plan to attend the meeting in person, please authorize your proxy via the Internet prior to 11:59 p.m. Eastern Time, on May 13, 2019, or if you are receiving a paper copy of the proxy statement, by telephone or by completing, signing, dating and returning a proxy card. Authorizing your proxy over the Internet, by telephone or by mailing a proxy card will ensure that your shares are represented at the Annual Meeting. Please review the instructions contained in the Notice of Internet Availability of Proxy Materials regarding each of these options. If you attend the Annual Meeting, you may vote in person, even if you have previously mailed your proxy card.

Your vote is important to us and we appreciate your continued support of the Company.

Sincerely,


Michael J. Schall
Chief Executive Officer and President

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Notice of Annual Meeting of Stockholders
To Be Held May 14, 2019

The 2019 annual meeting of stockholders (the “Annual Meeting”) of Essex Property Trust, Inc., a Maryland corporation (the “Company”), will be held at the Garden Court Hotel, 520 Cowper Street, Palo Alto, California 94301 on May 14, 2019 at 1:00 p.m. Pacific Time, for the following purposes:

1.To consider and vote upon the election of the following nominees to serve as directors until the 2019 annual meeting and until their respective successors are duly elected and qualified: Keith R. Guericke, Amal M. Johnson, Mary Kasaris, Irving F. Lyons, III, George M. Marcus, Thomas E. Robinson, Michael J. Schall, Byron A. Scordelis, and Janice L. Sears.
2.To consider and vote upon the ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2019.
3.To consider and vote upon an advisory vote to approve the Company’s named executive officer compensation.
4.To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

The Board of Directors has fixed the close of business on February 28, 2019, as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting or any postponement or adjournment thereof.

Your vote is important. Whether or not you expect to attend the Annual Meeting in person, we urge you to submit your proxy and vote as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. You may authorize a proxy to vote your shares via the Internet until 11:59 p.m. Eastern Time, on May 13, 2019, or, if you have received and/or requested a paper copy of our proxy materials, by telephone or by mail, by completing, signing, dating and returning the proxy card in the envelope provided. If you attend the Annual Meeting in person, you may continue to have your shares voted as instructed on your proxy or you may withdraw your proxy at our Annual Meeting and vote your shares in person. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.

By Order of the Board of Directors and on behalf of the Secretary of the Company,


Michael J. Schall
Chief Executive Officer and President
San Mateo, California
March 26, 2019

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TABLE OF CONTENTS – PROXY STATEMENT

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EXECUTIVE SUMMARY

This summary highlights certain information about Essex Property Trust, Inc., a Maryland corporation (the “Company”), and its 2019 annual meeting of stockholders (the “Annual Meeting”) and summarizes information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider and you should read the entire proxy statement before voting. For more complete information regarding the Company and its 2018 performance, you should review the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 21, 2019.

2019 Annual Meeting Information

Date and Time:
Tuesday, May 14, 2019, at 1:00 p.m., Pacific Time
Place:
Garden Court Hotel, 520 Cowper Street, Palo Alto, California 94301
Record Date:
February 28, 2019

At the Annual Meeting, we are asking our stockholders to vote on the following matters:

Proposal No. 1: Election of Directors

The Company’s Board of Directors (the “Board”) recommends a vote FOR the election of the following nominees to serve as directors until the 2020 annual meeting and until their respective successors are duly elected and qualified: Keith R. Guericke, Amal M. Johnson, Mary Kasaris, Irving F. Lyons, III, George M. Marcus, Thomas E. Robinson, Michael J. Schall, Byron A. Scordelis, and Janice L. Sears.

Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The Board recommends a vote FOR the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019.

Proposal No. 3: Advisory Vote on the Company’s Named Executive Officer Compensation

The Board recommends a vote FOR the approval, on an advisory basis, of the Company’s named executive officer compensation.

2018 Business Highlights

Achieved Core Funds from Operations (“FFO”) per diluted share growth of 5.5%, exceeding the midpoint of our initial guidance, and the highest growth reported by our multifamily peers.
Achieved Same-Property Net Operating Income ("NOI") growth of 2.9%, exceeding the midpoint of our initial guidance.
Raised the dividend by 6.3% in 2018, our 24th consecutive year of dividend increases.
Acquired two communities for $139.4 million, improving the quality of our portfolio.
Disposed of four communities for total sales proceeds of $417.3 million.
Committed $57.6 million in three new preferred equity and subordinated debt loans due to attractive risk adjusted returns relative to ground-up development.
Generated a total return to stockholders of 4.8%, exceeding the NAREIT Apartment Index which generated a 3.7% total return.
Participated in the Global Real Estate Sustainability Benchmark (GRESB) survey for the third consecutive year in 2018, earning our third "Green Star" for our sustainability performance, the highest designation.
Achieved LEED Gold certification at Station Park Green, reflecting our commitment to develop sustainable communities.
Completed the board refreshment program.

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Long-Term Performance Charts

Highest total return of all public U.S. REITs in existence since our IPO in 1994.
Generated 16.1% compounded total return to stockholders over the past ten years, a period that includes the Great Recession.
The Company announced the merger with BRE Properties five years ago, which was a transformative event for the Company. Since that time, Essex has generated an approximately 100% total return for stockholders.

Total Shareholder Return Since IPO
Years Ending December 31


Sources: S&P Global Market Intelligence, NAREIT

June 1994 to December 2018

Represents the value of a $100 investment and the reinvestment of all dividends.

Since our IPO, we have generated compound annual dividend/share and FFO/share growth of 6.4% and 8.4%, respectively.
Paid $92.40 per share in dividends since our IPO in 1994 - almost five times our IPO price.

Dividend and FFO Per Share


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Our same-property NOI and Core FFO growth have exceeded the peer average by 2.5% and 5.1% annually since 2012, respectively.
The Company has generated 123% Core FFO per share growth over this time period, the highest among our peer group.


Sources: Company Disclosures

(1)Peer average for Same-Property NOI and Core FFO growth includes four multifamily REITs (Equity Residential, AvalonBay Communities, Inc., UDR, Inc., and Apartment Investment and Management Company).

Corporate Governance Best Practices

The Company believes in establishing and maintaining high standards of corporate governance, and it looks to improve and implement additional corporate governance measures designed to best serve the interests of stockholders and further align the interests of the Board and management with those of our stockholders. A summary of certain of our most important corporate governance policies and practices is detailed below:

Annual Election of All Directors
Majority Voting for Directors
7 of 9 Directors are Independent
Proxy Access Provision in Bylaws
Stockholder Ability to Amend Bylaws
Separate Chairman and Chief Executive Officer
Presiding Independent Director
Regular Executive Sessions of Independent Directors
97.4% Three-Year Average Stockholder Approval of Named Executive Officer Compensation
Annual Performance Evaluations of CEO, Board and Committees
Effective Board Risk Oversight
Regular Succession Planning
Anti-Pledging and Anti-Hedging Policies
Compensation Clawback Policy
Internal Disclosure Committee for Financial Reporting
Director and Executive Officer Stock Ownership Guidelines
No Stockholder Rights Plan (or “Poison Pill”)
No Employment Agreements
No Tax Gross-Ups
Executive Compensation Driven by Pay for Performance

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Social Corporate Responsibility and Sustainability

At the Company, sustainability and social corporate responsibility permeate all aspects of our business. We are committed to creating healthy and safe environments for our employees and residents, all in an environmentally sustainable manner. We believe these initiatives will benefit our stakeholders for many years to come.

Social
Environmental
We strive to maintain a positive and inclusive work environment to maximize employee satisfaction and productivity. In our communities, we aim to create safe and healthy environments to improve our resident’s well-being.
We seek to reduce our environmental footprint through our resource management initiatives at stabilized operating communities and by developing new communities that meet high environmental standards.
As a way of illustrating our long-standing commitment to gender and diversity equality:
In 2018, we added solar panels to 13 communities and now have 98 renewable energy generation sites.
   •
Over 55% of the Company’s corporate employees are female.
 
   •
Over 45% of the Company’s corporate management positions are held by females.
 
   •
Approximately 40% of the Company’s corporate management positions are held by minorities.
 
In 2018, 60% of employees signed up for a new health and well-being program to encourage healthy living.
In 2018, we implemented recycling sorting services at three additional communities, which are estimated to reduce landfill waste by 6.2 tons per community per year. We now have 141 properties with recycling sorting services.
86% of our communities include a fitness center and 84% have a swimming pool to help our residents stay active.
Since 2014, we have achieved green building certificates at 14 of our completed developments.

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PROXY STATEMENT
2019 Annual Meeting of Stockholders
Tuesday, May 14, 2019

ESSEX PROPERTY TRUST, INC.
1100 Park Place, Suite 200
San Mateo, California 94403

INFORMATION CONCERNING SOLICITATION AND VOTING

This proxy statement is furnished to the holders of the outstanding shares of common stock, $0.0001 par value (the “Common Stock”) of Essex Property Trust, Inc., a Maryland corporation (the “Company” or “Essex”), in connection with the solicitation by the Company’s Board of Directors (the “Board”) of proxies in the accompanying form for use in voting at the 2019 annual meeting of stockholders of the Company (the “Annual Meeting”) to be held on May 14, 2019 at 1:00 p.m., Pacific Time, at the Garden Court Hotel, 520 Cowper Street, Palo Alto, California 94301, and any postponement or adjournment thereof.

This proxy statement and the accompanying notice of annual meeting, proxy card and 2018 Annual Report to Stockholders are first being made available to stockholders on or about March 28, 2019.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 14, 2019.

The proxy statement, notice of annual meeting, proxy card, and 2018 Annual Report to Stockholders are available electronically at http://materials.proxyvote.com/297178. Directions to the meeting location can be found at http://www.essex.com under “Investors; Shareholder Services and Information-Annual Shareholders’ Meeting.”

Pursuant to the rules of the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the Internet, instead of mailing paper copies to each stockholder. Accordingly, on or about March 28, 2019, we are mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”), while brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar notice, containing instructions on how to access our proxy materials and 2018 Annual Report to Stockholders and how to vote. The Notice is not itself a proxy and cannot itself be used to vote your shares. If you received only a Notice this year, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the Notice or on the website referred to in the Notice. Some stockholders may, if they have so requested previously, receive these materials via email or receive paper copies by mail.

Who Can Vote

You are entitled to vote if you were a holder of record of Common Stock as of the close of business on February 28, 2019 (the “Record Date”). Your shares can be voted at the Annual Meeting only if you are present in person or represented by a valid proxy.

Voting Procedures

Stockholders of record as of the Record Date are entitled to one vote for each share of Common Stock held on all matters to be voted upon at the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote in person at the meeting, you must obtain a proxy issued in your name from such broker, bank or other nominee. If you choose not to attend the Annual Meeting, you may still authorize your proxy via the Internet or by telephone until 11:59 p.m. Eastern Time, on May 13, 2019, or by completing, signing, dating and returning a proxy card.

The presence at the Annual Meeting, either in person or by proxy, of stockholders holding a majority of the shares of Common Stock outstanding on the Record Date will constitute a quorum for purposes of the Annual Meeting. Each share of Common Stock outstanding on the Record Date is entitled to one vote on each proposal. As of the Record Date, there were 65,688,842 shares of Common Stock outstanding.

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If your shares are held in the name of a broker, you should receive a voting instruction form from your broker. Your broker will vote your shares in the manner you timely indicate pursuant to the voting instruction form. If you do not timely indicate your voting instructions to your broker, the broker will not be permitted to vote your shares at the Annual Meeting on Proposal No. 1 (election of directors) or Proposal No. 3 (advisory vote to approve the Company’s named executive officer compensation) because such proposals are not routine matters under the New York Stock Exchange (“NYSE”) rules. However, your broker may in its discretion vote your shares on Proposal No. 2 (ratification of KPMG LLP) if you do not timely indicate voting instructions on that proposal because the proposal is a routine matter under the NYSE rules.

Counting of Votes

Shares of Common Stock represented by proxies that reflect abstentions or “broker non-votes” (i.e., shares held by a broker or nominee which are represented at the Annual Meeting, but with respect to which such broker or nominee chooses not to exercise or does not have discretionary authority to vote the shares on a particular matter because the matter is not routine under the NYSE rules) will be counted as shares that are present for purposes of determining the presence of a quorum.

With respect to Proposal No. 1 (election of directors), our Sixth Amended and Restated Bylaws, as amended (the “Bylaws”) include a majority voting standard for the election of directors in uncontested elections, which are generally defined as elections in which the number of nominees does not exceed the number of directors to be elected at the meeting. In the election of directors, you may either vote “FOR” or “WITHHOLD” as to each nominee. Cumulative voting is not permitted. Under the majority voting standard, in uncontested elections of directors such as this election, each director must be elected by the affirmative vote of a majority of the votes cast by the holders of shares present in person or represented by proxy and entitled to vote, assuming a quorum is present at the Annual Meeting. A majority of the votes cast means that the number of votes cast “FOR” a candidate for director exceeds the number of votes “WITHHELD” as to that candidate for director. Brokers do not have discretionary authority to vote for directors. Abstentions and broker non-votes, if any, will not count as a vote cast “FOR” or “WITHHELD” as to a nominee’s election and thus will have no effect in determining whether a director nominee has received a majority of the votes cast.

In accordance with our Bylaws, in this election, an incumbent candidate for director who does not receive the required votes for re-election is expected to offer his or her resignation to the Board. The Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) will then make a determination as to whether to accept or reject the tendered resignation and will submit such recommendation for consideration by the Board. Generally within 90 days after certification of the election results of the stockholder vote, we will publicly disclose the decision regarding any tendered resignation in a filing of a Current Report on Form 8-K with the SEC or by other public announcement. If a director’s offer to resign is not accepted by the Board, such director will continue to serve until his or her successor is duly elected, or his or her earlier death, resignation, retirement or removal.

Approval of each of Proposals No. 2 (ratification of KPMG LLP) and No. 3 (advisory vote to approve the Company’s named executive officer compensation), requires the affirmative vote of a majority of all the votes cast on the matter at the Annual Meeting, assuming a quorum is present at the Annual Meeting. For purposes of the votes on Proposals No. 2 and No. 3, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote on such proposals.

Stockholder votes will be tabulated by the persons appointed by the Board to act as inspectors of election for the Annual Meeting. The shares of Common Stock represented by properly executed proxy cards will be voted at the Annual Meeting as indicated or, if no instruction is given on a properly executed proxy card, in accordance with the recommendation of the Board, as set forth below.

Board Recommendations

The Board recommends that stockholders vote:

FOR the election of the Board’s nominees named herein;
FOR the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019; and
FOR the approval, on an advisory basis, of the Company’s named executive officer compensation.

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The Company does not presently know of any other business that may come before the Annual Meeting.

No person is authorized to make any representation with respect to the matters described in this proxy statement other than those contained herein and, if given or made, such information or representation must not be relied upon as having been authorized by us or any other person.

Revocability of Proxies

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is exercised by delivering to the Company, to the attention of Mr. Daniel J. Rosenberg, Secretary, Essex Property Trust, Inc., 1100 Park Place, Suite 200, San Mateo, California 94403, a written notice of revocation or a properly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not by itself revoke a proxy.

Solicitation of Proxies

The Company will bear all costs of soliciting proxies for the Annual Meeting. These costs include the expense of preparing and furnishing proxy materials for the Annual Meeting and reimbursements paid to brokerage firms and others for their expenses incurred in forwarding solicitation material regarding the Annual Meeting to stockholders. The Company may conduct solicitation of proxies personally, telephonically or by facsimile through its officers, directors and regular employees, none of whom will receive additional compensation for assisting with the solicitation.

Email Access to Proxy Materials

Stockholders who previously elected to receive the proxy statement and the 2018 Annual Report to Stockholders over the Internet will be receiving an email on or about March 28, 2019, with information on how to access stockholder information and instructions for authorizing a proxy over the Internet. The Company encourages its stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meetings and reduce the cost to the Company associated with the printing and mailing of materials.

Stockholders of record wishing to receive future stockholder materials via email may elect this option by following the instructions provided when voting over the Internet at http://www.proxyvote.com. Upon electing to view future proxy statements and annual reports over the Internet, stockholders will receive an email notification next year with instructions containing the Internet address of those materials. The choice to view future proxy statements and annual reports over the Internet will remain in effect until the stockholder contacts their broker or the Company to rescind such instructions. Internet access does not have to be elected each year. Stockholders who elected to receive the proxy statement electronically over the Internet and who would now like to receive a paper copy of the proxy statement so that they may submit a paper proxy in lieu of an electronic proxy, should contact either their broker or the Company.

Householding of Annual Meeting Materials

Some brokers and other nominee record holders may be participating in the practice of “householding” Notices of Internet Availability of Proxy Materials or proxy statements and annual reports, as applicable. This means that only one copy of the Notice of Internet Availability of Proxy Materials or proxy statement and annual report may have been sent to multiple stockholders in a stockholder’s household. The Company will promptly deliver a separate copy of each applicable document to any stockholder who contacts the Company’s investor relations department by written request to the Company at Attn: Investor Relations, 1100 Park Place, Suite 200, San Mateo, California 94403 or by telephone at (650) 655-7800 requesting such copies. If a stockholder is receiving multiple copies at the stockholder’s household and would like to receive a single copy for a stockholder’s household in the future, stockholders should contact their broker, other nominee record holder, or the Company’s investor relations department to request mailing of a single copy of the applicable document.

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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of shares of Common Stock as of the Record Date for (i) each person known by the Company to hold more than 5% of the outstanding shares of Common Stock, (ii) each director, each director nominee, and each of the executive officers named in the Summary Compensation Table below and employed by the Company on the Record Date, and (iii) all directors and executive officers as a group. As of the Record Date, there were 65,688,842 shares of Common Stock outstanding.

Beneficial ownership in the following table is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of Common Stock subject to options held by that person that are currently exercisable or exercisable within 60 days of the Record Date are deemed outstanding and shares underlying Series Z-1 incentive units and long term incentive plan units (“LTIP Units”), which are currently non-forfeitable or are non-forfeitable within 60 days of the Record Date, are also deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of each other person. To the Company’s knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named in the table below has sole voting and investment power with respect to the shares set forth opposite such person’s name. Unless otherwise stated, the address of all directors and executive officers is c/o Essex Property Trust, Inc., 1100 Park Place, Suite 200, San Mateo, California 94403.

Name
Amount and
Nature of
Beneficial
Ownership(1)
Percentage of
Common
Stock
Outstanding(2)
Incumbent Directors and Executive Officers
 
 
 
 
 
 
George M. Marcus(3)
 
1,691,501
 
 
2.6
%
Keith R. Guericke(4)
 
97,052
 
 
 
*
Michael J. Schall(5)
 
220,113
 
 
 
*
John F. Burkart(6)
 
64,488
 
 
 
*
Angela L. Kleiman(7)
 
36,354
 
 
 
*
Craig K. Zimmerman(8)
 
106,410
 
 
 
*
John D. Eudy(9)
 
67,809
 
 
 
*
Irving F. Lyons, III(10)
 
21,012
 
 
 
*
Thomas E. Robinson(11)
 
17,685
 
 
 
*
Byron A. Scordelis(12)
 
7,609
 
 
 
*
Janice L. Sears(13)
 
15,442
 
 
 
*
Amal M. Johnson(14)
 
1,870
 
 
 
*
Mary Kasaris(15)
 
450
 
 
 
*
All incumbent directors and executive officers as a group (13 persons)(16)
 
2,347,795
 
 
3.6
%
5% or greater stockholders
 
 
 
 
 
 
The Vanguard Group, Inc.(17)
100 Vanguard Blvd.
Malvern, PA 19355
 
10,469,965
 
 
15.9
%
BlackRock, Inc.(18)
55 East 52nd Street
New York, NY 10055
 
6,957,103
 
 
10.6
%
Cohen & Steers, Inc.(19)
280 Park Avenue, 10th Floor
New York, NY 10017
 
6,061,424
 
 
9.2
%
State Street Corporation(20)
One Lincoln Street
Boston, MA 02111
 
4,676,589
 
 
7.1
%
*Less than 1%.

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(1)Mr. Marcus, certain officers and directors of the Company and certain other entities and investors own limited partnership interests in Essex Portfolio, L.P., a California limited partnership (the “operating partnership” or “EPLP”), which as of February 28, 2019 aggregated to approximately a 3% limited partnership interest. As of February 28, 2019, the Company had an approximately 97% general partnership interest in the operating partnership. The limited partners of the operating partnership share with the Company, as general partner, in the net income or loss and any distributions of the operating partnership. Pursuant to the partnership agreement of the operating partnership, limited partnership interests can be exchanged into shares of Common Stock.
(2)With respect to shares of Common Stock, assumes the exchange of the limited partnership interests (including non-forfeitable Series Z-1 incentive units and LTIP Units) in the operating partnership and in other partnerships (such as DownREITs) held by such person, if any, into shares of Common Stock. The total number of shares outstanding used in calculating this percentage assumes that none of the limited partnership interests or vested options held by other persons are exchanged or converted into shares of Common Stock and is based on 65,688,842 shares of Common Stock outstanding as of the Record Date. If all outstanding director and officer limited partnership interests (including non-forfeitable Series Z-1 incentive units and LTIP Units) in the operating partnership, and vested options, were exchanged for shares of Common Stock that would result in an additional 1,894,677 outstanding shares of Common Stock.
(3)Includes 301,597 shares and 15,941 shares of Common Stock that may be issued upon the exchange of all the limited partnership interests in the operating partnership held by the Marcus & Millichap Company (“MMC”) and Essex Portfolio Management Company (“EPMC”) as well as 75,291 shares of Common Stock that may be issued upon the exchange of all DownREIT limited partnership interests held by MMC Investments, LLC (“MMCI”). Also includes 137,000 shares of Common Stock held by MMC, 32,584 shares of Common Stock held in the Marcus & Millichap Company 401(k) Plan (the “MMC 401(k) Plan”), 18,000 shares held by the MMC Foundation, and 4,000 shares of Common Stock held by Mr. Marcus’ children. Mr. Marcus is a principal stockholder of each of MMC, EPMC, and MMCI and may be deemed to own beneficially, and to share the voting and dispositive power of 547,829 shares of Common Stock (including shares issuable upon exchange of limited partnership interests). Mr. Marcus disclaims beneficial ownership of (i) all shares and limited partnership interests held by MMC, the MMC Foundation and MMCI, and (ii) 6,376 shares of Common Stock that may be issued upon conversion of limited partnership interests held by EPMC. In connection with a loan facility led by Comerica Bank, MMC has pledged to Comerica 438,494 shares of Common Stock, of which 137,000 shares are held directly by MMC and 301,494 shares are issuable upon the exchange of limited partnership interests held by MMC.
(4)Includes 66,519 shares of Common Stock that may be issued upon the exchange of all of Mr. Guericke’s limited partnership interests in the operating partnership. Includes 5,000 shares of Common Stock subject to options that are exercisable within 60 days of the Record Date. The aforementioned options are exercisable pursuant to a domestic relations order. In connection with a loan obtained from Morgan Stanley, Mr. Guericke has pledged to Morgan Stanley 13,513 shares of Common Stock.
(5)Includes 92,579 shares of Common Stock that may be issued upon the exchange of all of Mr. Schall’s limited partnership interests in the operating partnership. Also includes 3,560 shares of Common Stock held in the Essex Property Trust, Inc. 401(k) Plan (the “Essex 401(k) Plan”), 52,509 shares of Common Stock subject to options that are exercisable within 60 days of the Record Date, and 25,748 shares that may be issued in exchange for non-forfeitable Series Z-1 incentive units and LTIP Units. The aforementioned shares and limited partnership interests in the operating partnership, except for the shares held for his benefit in the Essex 401(k) plan and shares directly held by Mr. Schall’s spouse, are held in a revocable trust in which Mr. Schall and Ann Schall act as co-trustees. Mr. Schall disclaims beneficial ownership of 46,290 shares that may be issued upon the exchange of limited partnership interests in the operating partnership; 12,874 shares that may be issued in exchange for non-forfeitable Series Z-1 incentive units and LTIP Units; and 26,195 shares of Common Stock.
(6)Includes 19,912 shares of Common Stock that may be issued upon the exchange of all of Mr. Burkart’s limited partnership interests in the operating partnership. Also includes 20,600 shares of Common Stock subject to options that are exercisable within 60 days of the Record Date and 17,244 shares that may be issued in exchange for non-forfeitable Series Z-1 incentive units and LTIP Units
(7)Includes 18,075 shares of Common Stock subject to options that are exercisable within 60 days of the Record Date and 10,196 shares that may be issued in exchange for non-forfeitable Series Z-1 incentive units and LTIP Units.
(8)Includes 58,277 shares of Common Stock that may be issued upon the exchange of all of Mr. Zimmerman’s limited partnership interests in the operating partnership and certain other partnerships. Also includes 2,780 shares of Common Stock held in the Essex 401(k) Plan, 23,934 shares of Common Stock subject to options that are exercisable within 60 days of the Record Date, and 11,891 shares that may be issued in exchange for non-forfeitable Series Z-1 incentive units and LTIP Units.
(9)Includes 25,908 shares of Common Stock that may be issued upon the exchange of all of Mr. Eudy’s limited partnership interests in the operating partnership. Also includes 1,585 shares of Common Stock held in the Essex 401(k) Plan, 19,555 shares of Common Stock subject to options that are exercisable within 60 days of the Record Date, and 11,891 shares that may be issued in exchange for non-forfeitable Series Z-1 incentive units and LTIP Units.
(10)Includes 13,140 shares of Common Stock subject to options that are exercisable within 60 days of the Record Date.
(11)Includes 13,140 shares of Common Stock subject to options that are exercisable within 60 days of the Record Date. Also includes 4,545 shares of Common Stock held in family trusts as to which Mr. Robinson has the power to dispose and vote the shares.
(12)Includes 5,109 shares of Common Stock subject to options that are exercisable within 60 days of the Record Date.
(13)Includes 14,359 shares of Common Stock subject to options that are exercisable within 60 days of the Record Date.
(14)Includes 370 shares of Common Stock subject to options that are exercisable within 60 days of the Record Date.
(15)All such shares are held in a family trust as to which Ms. Kasaris has the power to dispose and vote the shares.
(16)Includes 1,616,178 shares of Common Stock that may be issued upon the exchange of all of the executive officers’ and directors’ limited partnership interests in the operating partnership and certain other partnerships and 201,527 shares of Common Stock subject to options that are exercisable within 60 days of the Record Date. Also, includes 76,972 shares that may be issued in exchange for non-forfeitable Series Z-1 incentive units and LTIP Units.
(17)As reported on a Schedule 13G/A filed February 11, 2019, The Vanguard Group, Inc. stated that it has sole voting power over 134,682 shares, shared voting power over 90,211 shares, sole dispositive power over 10,304,892 shares and shared dispositive power over 165,073 shares. The aggregate 10,469,965 shares beneficially owned by The Vanguard Group include 3,144,533 shares beneficially owned by Vanguard Specialized Funds - Vanguard REIT Index Fund, an affiliate of Vanguard Group, Inc.

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(18)As reported on a Schedule 13G/A filed January 31, 2019, BlackRock, Inc. stated that it has sole voting power over 6,350,200 shares and sole dispositive power over 6,957,103 shares.
(19)As reported on a Schedule 13G/A filed February 14, 2019, Cohen & Steers, Inc. stated that it has sole voting power over 3,892,499 shares and sole dispositive power over 6,061,424 shares.
(20)As reported on a Schedule 13G filed February 14, 2019, State Street Corporation stated that it has shared voting power over 4,314,361 shares and shared dispositive power over 4,675,995 shares .

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PROPOSAL NO. 1:
ELECTION OF DIRECTORS

At the Annual Meeting, the following individuals are each nominated for election as directors to serve until the annual meeting of stockholders in 2020 and until their successors are duly elected and qualified: Keith R. Guericke, Amal M. Johnson, Mary Kasaris, Irving F. Lyons, III, George M. Marcus, Thomas E. Robinson, Michael J. Schall, Byron A. Scordelis, and Janice L. Sears. Each of the nominees is currently a director of the Company. Each of the nominees has consented, if elected as a director of the Company, to serve until his or her term expires.

The Board believes that each such nominee will stand for election and will serve if elected as a director. However, in the event that any nominee is unable or unwilling to serve as a director at the time of the Annual Meeting, the discretionary authority provided in the proxy will be exercised by the proxy holders to vote for a substitute or substitutes nominated by the Board, or the Board, on the recommendation of the Nominating Committee, may reduce the size of the Board and the number of nominees.

Certain information about the director nominees is furnished below, highlighting each director nominee’s specific experience, qualifications, attributes and skills that led the Board to the conclusion that each should serve as a director.

Director
Experience & Education:
Keith R. Guericke
Vice Chairman of the Essex Board
 
President and Chief Executive Officer of Essex from 1988 through 2010
 
Effective January 1, 2011, retired as an executive officer but remains a director of Essex, and continues to serve as a part-time employee
 
Joined Essex’s predecessor in 1977 to focus on investment strategies and portfolio expansion
 
Prepared Essex for its IPO in 1994
 
Began career with Kenneth Leventhal & Company, a CPA firm noted for its real estate expertise
 
Bachelor of Science degree in Accounting from Southern Oregon College
 
 
Memberships:
 
Member, Board of Directors of Century Communities, Inc. (NYSE: CCS)
 
Former Member, National Association of Real Estate Investment Trusts (“NAREIT”)
 
Former Member, Board of Directors of American Residential Properties, Inc.
 
 
Qualifications and Expertise Highlights:
 
Over 40 years with the Company and former CEO of Essex
 
Extensive knowledge of the real estate industry
 
Strong relationships with Essex’s executives and with executives and senior management at real estate companies throughout the United States

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Director
Experience & Education:
Amal M. Johnson
Joined Essex’s Board in February 2018
 
Executive Chairperson of Author-it Software Corporation from March 2012 to October 2016
 
Chairperson of MarketTools, Inc. from August 2008 to January 2012 and Chief Executive Officer from March 2005 to August 2008
 
Venture Partner at ComVentures L.P. from April 2004 to March 2005
 
General Partner at Lightspeed Venture Partners from March 1999 to March 2004
 
Held various management positions at Baan Supply Chain Solutions and its affiliates, including:
 
 
-
President of Baan Supply Chain Solutions from January 1998 to December 1998
 
 
-
President of Baan Affiliates from January 1997 to December 1997
 
 
-
President of Baan Americas from October 1994 to December 1996
 
President of ASK Manufacturing Systems from August 1993 to July 1994
 
Held executive positions at IBM from 1977 to June 1993
 
Received Bachelor of Science degree in Mathematics from Montclair State University and studied computer science at Stevens Institute of Technology Graduate School of Engineering
 
 
Memberships:
 
Member, Board of Directors of Intuitive Surgical Inc. (NASDAQ: ISRG)
 
Member, Board of Directors of CalAmp Corp. (NASDAQ: CAMP)
 
Member, Board of Directors of Mellanox Technologies, Ltd. (NASDAQ: MLNX)
 
 
Qualifications and Expertise Highlights:
 
Extensive knowledge of technology, management, and operations in both public and private companies
Director
Experience & Education:
Mary Kasaris
Joined Essex’s Board in September 2018
 
Regional Managing Director at First Republic Bank for the San Francisco Bay Area’s Peninsula/Silicon Valley Region since 1996, and currently serves on First Republic Bank’s Executive Loan Committee
 
Held various positions at Bank of America, including Head of Private Banking in the Peninsula/Silicon Valley Region
 
Holds a Master of Business Administration from Golden Gate University and a Bachelor of Science degree from the University of California, Berkeley
 
 
Memberships & Honors:
 
Former Member, Board of Directors of The Elios Charitable Foundation
 
Honored as one of the 100 Most Influential Women in 2016 by the San Francisco Business Times
 
 
Qualifications and Expertise Highlights:
 
Significant experience in real estate, lending and finance matters

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Director
Experience & Education:
Irving F. Lyons, III
Vice Chairman of Prologis, Inc. (NYSE: PLD) from 2001 through May 2006
 
Chief Investment Officer of Prologis, Inc. from March 1997 to December 2004
 
Former Managing Partner, Kings & Lyons, a San Francisco Bay Area industrial real estate development and management company
 
Holds a Master in Business Administration from Stanford University and a Bachelor of Science in industrial engineering and operations research from the University of California at Berkeley
 
 
Memberships:
 
Member, Board of Directors of Equinix, Inc. (NASDAQ: EQIX)
 
Lead Director, Board of Directors of Prologis, Inc.
 
Former Member and Chairman, Board of Directors of BRE Properties, Inc. (acquired by Essex in 2014)
 
 
Qualifications and Expertise Highlights:
 
Management and investment experience with publicly traded real estate companies
 
Extensive involvement in Bay Area real estate development and management
Director
Experience & Education:
George M. Marcus
Founder and Chairman of Essex and Essex’s predecessor
 
Founded Greater Bay Bancorp with other original founders (acquired by Wells Fargo & Company in 2007)
 
Founder of Marcus & Millichap Company
 
Received Bachelor of Science degree in Economics from San Francisco State University
 
Graduate of the Harvard Business School of Owners / Presidents Management Program and the Georgetown University Leadership Program
 
 
Memberships & Honors:
 
Chairman, Board of Directors of Marcus & Millichap Company
 
Co-Chairman, Board of Directors of Marcus & Millichap, Inc. (NYSE: MMI)
 
Regent Emeritus, University of California
 
Member, Real Estate Roundtable of the University of California at Berkeley
 
Member, Policy Advisory Board of the University of California at Berkeley - Center for Real Estate and Urban Economics
 
Honored as Alumnus of Millennium by San Francisco State University in 1999
 
 
 
Qualifications and Expertise Highlights:
 
Extensive knowledge of Essex as its Founder
 
Brings outstanding leadership and vision to Essex
 
Extensive knowledge of and network within the real estate industry

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Director
Experience & Education:
Thomas E. Robinson
Senior Advisor at Stifel, Nicolaus & Company, Inc. and prior affiliate Legg Mason
 
Managing Director, Legg Mason
 
President and Chief Financial Officer of Storage USA, Inc. from 1994 to 1997
 
Received Bachelor’s degree from Washington and Lee University
 
Received Juris Doctorate degree from Suffolk University Law School
 
Received Master of Law degree in Taxation from Georgetown University Law School
 
 
Memberships:
 
Member, Board of Directors of Tanger Factory Outlet Centers, Inc. (NYSE: SKT)
 
Former Member, Board of Directors of BRE Properties, Inc. (acquired by Essex in 2014)
 
Former Trustee, Centerpoint Properties Trust
 
Former Member, Board of Directors of First Potomac Realty Trust
 
Former Member, Board of Governors of NAREIT
 
 
 
Qualifications and Expertise Highlights:
 
Extensive experience in real estate investment banking and accounting matters
Director
Experience & Education:
Michael J. Schall
Chief Executive Officer and President of Essex since January 1, 2011
 
Senior Executive Vice President and Chief Operating Officer of Essex from 2005 to 2010
 
Chief Financial Officer of Essex from 1993 to 2005
 
Joined The Marcus & Millichap Company in 1986
 
Served as Chief Financial Officer of Essex’s predecessor
 
Director of Finance for Churchill International, a technology-oriented venture capital company, from 1982 to 1986
 
Employed in the audit department of Ernst & Young (then known as Ernst & Whinney), specializing in the real estate and financial service industries, from 1979 to 1982
 
Received Bachelor of Science degree from University of San Francisco
 
 
Memberships:
 
Certified Public Accountant (inactive)
 
Member, American Institute of Certified Public Accountants
 
Member, Board of Trustees of Pebblebrook Hotel Trust, Inc. (NYSE: PEB)
 
Member, National Multi Housing Council
 
Member, Executive Board of Governors, and Treasurer of NAREIT
 
 
Qualifications and Expertise Highlights:
 
Mr. Schall is the Chief Executive Officer and President of Essex
 
Extensive knowledge of financial and operating matters of Essex
 
Strong relationships with Essex’s executives and with executives and senior management at real estate companies throughout the United States

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Director
Experience & Education:
Byron A. Scordelis
President and Chief Executive Officer of Greater Bay Bancorp and wholly-owned subsidiary, Greater Bay Bank N.A., from January 2004 until the sale of the bank in October 2007
 
Chief Operating Officer and President of Greater Bay Banking Group from 2001 to 2004
 
Executive Vice President at Wells Fargo Bank from 1998 to 2001
 
Served as President and Chief Executive Officer of EurekaBank from 1988 to 1998
 
Served in various positions with Bank of America from 1974 to 1988, including Senior Vice President and head of Bank of America’s San Francisco Bay Area region
 
Received Bachelor’s degree from University of California at Berkeley in Economics and Natural Resource Studies
 
Received Master of Business Administration degree from Stanford University in 1974
 
 
Memberships:
 
Member, Advisory Board of Markkula Center for Applied Ethics
 
Member, Advisory Board of the Palo Alto Medical Foundation
 
Member, Board of Regents at Santa Clara University
 
Member, Audit Committee of Santa Clara University
 
Graduate member of the Phi Beta Kappa Society at University of California at Berkeley
 
Former Member, Board of Directors of Greater Bay Bancorp
 
Former Member and Chairman, Board of EHC Lifebuilders, a non-profit organization
 
 
Qualifications and Expertise Highlights:
 
Years of experience as a chief executive officer and board member of publicly-traded financial services companies

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Director
Experience & Education:
Janice L. Sears
Held various management positions at Bank of America, including:
 
 
-
Managing Director, Western Regional Head in the Real Estate, Gaming & Lodging Investment Banking Group at Banc of America Securities
 
 
-
San Francisco Market President for Bank of America
 
 
-
Head of Client Management for Bank of America’s Commercial Real Estate Group for California
 
Real Estate Economist at both Chemical Bank and Citibank in New York from 1982 to 1988
 
Received Bachelor’s degree in Economics and Marketing with a Minor in Communications from the University of Delaware
 
 
Memberships:
 
Member and Audit Committee Chair, Board of Directors of Invitation Homes Inc. (NYSE: INVH)
 
Member and Former Chairman, Board of Directors of The Swig Company
 
Former Member and Audit Committee Chair, Board of Directors of BioMed Realty Trust, Inc.
 
Former member of the boards of directors of the San Francisco Chamber of Commerce and the San Francisco Economic Development Council and Leadership San Francisco
 
 
Professional Activities & Honors:
 
Professional activities included NAREIT, Urban Land Institute (ULI), and the National Association of Corporate Directors
 
Advisor to Helix RE Inc., real estate focused software start-up
 
Advisor to the Audit Committee of the non-profit San Francisco Art Institute
 
Former President of the San Francisco Chapter of the National Charity League
 
Member of Campaign Steering Committee of The Urban School of San Francisco, Member of Development Committee of St. Anthony’s Dining Room, and advisor to Meals on Wheels
 
Named ‘Forever Influential’ by the San Francisco Business Times
 
Named a ‘Power Woman’ by Allen Matkins
 
 
Qualifications and Expertise Highlights:
 
Knowledge of capital markets
 
Extensive experience working in the commercial real estate and REIT industry

The Board unanimously recommends that the stockholders vote
“FOR” the election of all nominees named above.

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DIRECTORS

The following table sets forth information as of the Record Date with respect to the incumbent directors.

 
 
 
 
 
Committee Memberships
Name
Age
Primary Occupation
Independent
Director
Since
Audit
Compensation
Nominating
and
Corporate
Governance
George M. Marcus
77
Chairman of the Board
X
1994
 
 
 
Keith R. Guericke
70
Vice Chairman of the Board
 
1994
 
 
 
Michael J. Schall
61
Chief Executive Officer and President
 
1994
 
 
 
Amal M. Johnson
66
Board Director
X
2018
X
X
 
Mary Kasaris
63
Regional Managing Director, First Republic Bank
X
2018
X
 
 
Irving F. Lyons, III
69
Lead Independent Director
X
2014
 
Chair
X
Thomas E. Robinson
71
Senior Advisor to Stifel, Nicolaus & Company
X
2014
X
 
 
Byron A. Scordelis
69
Private Investor
X
2011
 
X
Chair
Janice L. Sears
58
Board Director
X
2011
Chair
 
X

The charts presented below represent certain demographic information regarding the proposed composition of the Board following the Annual Meeting, assuming the election of the nine director nominees.



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BOARD AND CORPORATE GOVERNANCE MATTERS

Meetings of the Board of Directors

During 2018, the Board held four meetings. Each director attended (whether in person, telephonically or by written consent) at least 75% of the total number of the meetings of the Board and meetings of each committee of the Board on which he or she served. In 2018, the Board had three key standing committees: the Audit Committee, the Compensation Committee, and the Nominating Committee. From time to time, the Board also utilizes an Executive Committee.

Annual Meeting of Stockholders

The Company encourages, but does not require, its Board members to attend the annual meeting of stockholders. All of the Company’s incumbent directors who were members of the Board at the time of the 2018 annual meeting of stockholders attended the 2018 annual meeting of stockholders.

Committees of the Board of Directors

The Audit Committee recommends the appointment of an independent registered public accounting firm to audit the financial statements of the Company for the fiscal year for which they are appointed, reviews audit reports and takes such action as may be deemed appropriate with respect to such audit reports. The Audit Committee also monitors the effectiveness of the audit effort, the Company’s financial and accounting organization and its system of internal controls over financial reporting, and it reviews any complaints received by the Company regarding accounting, internal accounting controls or auditing matters. The Audit Committee operates under a written charter, which can be viewed at the Company’s website at http://www.essex.com. The Board has determined that all Audit Committee members have no financial or personal ties to the Company (other than the director compensation and equity ownership as described in this proxy statement) and meet the NYSE standard for independence. In addition, the Board has determined that all members of the Audit Committee are financially literate. The Board has limited the number of audit committees of public companies on which a current member of the Company’s Audit Committee can simultaneously serve to three committees. The Audit Committee met seven times during 2018.

The Board has determined that Janice L. Sears and Thomas E. Robinson are “audit committee financial experts” as defined by the SEC’s Regulation S-K Item 407(d).

The Compensation Committee establishes and reviews annually the Company’s general compensation policies applicable to the Company’s executive officers, reviews and approves the level of compensation of the CEO and other executive officers of the Company, reviews and advises the Board concerning the performance of the CEO and other employees whose compensation is within the review jurisdiction of the Compensation Committee, reviews and advises the Board concerning regional and industry-wide compensation practices and trends, and recommends benefit plans from time to time. The Compensation Committee also administers the Company’s 2018 Stock Award and Incentive Compensation Plan (the “Incentive Award Plan”).

All members of the Compensation Committee are independent directors within the meaning of the rules of the NYSE. The Compensation Committee operates under a written charter which can be viewed at http://www.essex.com. The Compensation Committee met three times during 2018.

The Board has delegated authority to the CEO to grant stock options and restricted stock under the Incentive Award Plan to Company employees (other than executive officers) in accordance with guidelines as to the number of options and/or restricted stock to be granted to particular categories of employees. The CEO is to report all grants of stock options and restricted stock made pursuant to this delegation to the Compensation Committee.

The Compensation Committee retained FPL Associates L.P. (“FPL”) in its capacity as a compensation consultant to assist the Compensation Committee with its responsibilities related to the Company’s executive compensation programs in 2017. Additional information concerning FPL and its services is set forth under “Executive Compensation – Compensation Discussion and Analysis.”

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The Nominating and Corporate Governance Committee assists the Board in selecting nominees for election to the Board and monitors the composition of the Board. The Board has determined that all members of the Nominating Committee meet the independence requirements of the rules and regulations of the NYSE. The Nominating Committee met two times during 2018.

The Nominating Committee will consider and make recommendations to the Board regarding any stockholder recommendations for candidates to serve on the Board. However, it has not adopted a formal process for that consideration because it believes that the informal consideration process has been adequate, given the historical absence of stockholder proposals, among other considerations. The Nominating Committee will review periodically whether a more formal policy should be adopted. Stockholders wishing to recommend candidates for consideration by the Nominating Committee may do so by following the procedures set forth below under the heading “Deadline for Receipt of Stockholder Proposals.” The Nominating Committee evaluates nominees for directors using the criteria described below, and it will use the same criteria when evaluating a nominee recommended by a stockholder.

The Nominating Committee operates under a written charter setting forth the functions and responsibilities of the committee, which can be viewed at the Company’s website at http://www.essex.com.

In reviewing potential candidates for the Board, the Nominating Committee considers the individual’s real estate experience, along with experience in business, finance, administration and/or corporate governance, including as a current or former officer, board member or senior executive of a publicly held company, the needs of the Company for an additional or replacement director, the personality of the candidate, the candidate’s interest in the business of the Company, the diversity (including with respect to gender, age, race, culture and skillset) that the candidate would bring to the Board, as well as numerous other subjective criteria. Of greatest importance is the individual’s integrity, willingness to get involved and ability to bring to the Company experience and knowledge in areas that are most beneficial to the Company. The Board intends to continue to evaluate candidates for election to the Board on the basis of the foregoing criteria.

The Nominating Committee further reviews current trends and practices in corporate governance and recommends to the Board the adoption of programs pertinent to the Company.

The Executive Committee has such authority as is delegated by the Board, including, but not limited to, the authority within certain parameters to execute certain contracts and agreements with unaffiliated parties, including, with respect to the acquisition, development and disposal of certain of the Company’s investments. The current members of the Executive Committee are George M. Marcus (Chair), Keith R. Guericke, Irving F. Lyons, III and Michael J. Schall.

Presiding Independent Director; Board Leadership Structure and Role in Risk Management

The Board has designated, in accordance with NYSE corporate governance listing standards, Irving F. Lyons, III as the presiding independent director. The Company’s non-management directors meet at regularly scheduled executive sessions, without management, at which Mr. Lyons presides.

The Company has maintained a leadership structure of different individuals serving as Chairman and Chief Executive Officer since its initial public offering in 1994 in recognition of the differences between the two roles. The Chairman is Mr. Marcus, who is a founder of the Company and has a significant ownership interest. Mr. Marcus has extensive knowledge of the Company and the real estate industry, and the Company believes that because of his background and experience, he is able to effectively lead the Board in providing oversight and direction to the Company’s management. Mr. Marcus is involved in many other business and philanthropic activities. Mr. Schall’s responsibility as the Chief Executive Officer is to oversee the day to day execution of the Company’s business strategy. This separation of the roles of Chairman and Chief Executive Officer allows for greater oversight of the Company by the Board. The Board has determined that the Company’s Board leadership structure is the most appropriate at this time, given the specific characteristics and circumstances of the Company, and the unique skills and experience of each of Mr. Marcus and Mr. Schall.

With respect to the Board’s role in the risk oversight of the Company, the Board has promulgated internal Company policies that set forth which transactions may require the prior approval of the Board or a committee of the Board and which transactions may proceed with management authorization and without

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any such Board prior approval. These Board policies cover transactions in the following areas: financings, property acquisition, property development, property redevelopment, property dispositions, other investments and general corporate activities. Generally, these policies set forth a specified dollar threshold and if a transaction exceeds that threshold, the prior approval of the Board or a committee of the Board is required. By requiring the prior approval of larger transactions, which generally may involve more risk to the Company simply due to the transaction size, the Board seeks to provide risk oversight of the Company. The Board has promulgated a corporate investment policy that establishes guidelines with respect to investment of the Company’s funds; such guidelines cover the required qualifications of outside investment managers and the types and concentration limits of investment securities that are authorized for investment. The Compensation Committee has determined that the pay policies and practices of the Company are not reasonably likely to have a material adverse effect on the Company. Also, related party transactions are generally reviewed by the Audit Committee. See “Certain Relationships and Related Person Transactions – Policies and Procedures with Respect to Related Person Transactions.”

Director Independence

Under independence standards established by the Board, which reflect the NYSE director independence standards as currently in effect, a director does not qualify as independent unless the Board affirmatively determines that the director has no material relationship with the Company, either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company. The Board considers such facts and circumstances as it deems relevant to the determination of director independence.

The Board has determined that the following directors have no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company), and each is independent within the meaning of independence as set forth in the rules of the NYSE: Amal M. Johnson, Mary Kasaris, Irving F. Lyons, III, George M. Marcus, Thomas E. Robinson, Byron A. Scordelis and Janice L. Sears.

In determining the independence of Mr. Marcus, the Board considered the matters that refer to Mr. Marcus set forth under “Certain Relationships and Related Person Transactions” below. The Board also considered the directors’ ownership of Essex equity securities and determined, in accordance with principles of the NYSE listing standards, that such ownership is not inconsistent with a determination of independence.

Director Tenure and Board Refreshment

Led by our Nominating Committee, our Board seeks to maintain a board that, taken as a whole, has the objectivity, diversity and mix of skills, reputation and experience to provide comprehensive and effective oversight of the Company’s strategic, operational and compliance risks, as well as the knowledge, ability and independence to deliver the high standard of governance expected by our stockholders. The Nominating Committee believes that ongoing board refreshment is important to maintain an appropriate mix of skills and provide fresh perspectives while leveraging the institutional knowledge and historical perspective of the Board’s longer-tenured members. In August 2017, the Nominating Committee initiated a plan focused on board refreshment, with a specific focus on expanding the diversity of the Board based on gender, experience and expertise. Since then, the Company has accomplished the following:

Reduced long-tenured Board members, with the average tenure reduced since August 2017 by four years.
Increased diversity in gender, experience and expertise with the addition of two female board members in 2018, Mary Kasaris and Amal Johnson, and expanded expertise in the technology sector.

The search for the two new Board members was conducted in keeping with the Nominating Committee plan. Key highlights of the process were as follows:

The Chairman of the Nominating Committee developed a list of desired qualifications and qualities with input from management and the Board.
Search process established by Nominating Committee and implemented by management under the direction of Nominating Committee Chairman.

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Several independent third-party firms were involved in sourcing potential candidates, which generated over 35 candidates.
Final selection of candidates and interviews of candidates were conducted by the Nominating Committee.
Finalists interviewed by the majority of Board members, while formal background checks and reference checks were conducted.

The Board is also mindful that director tenure can be relevant to the Board’s performance. In this regard, the Board consists of longer-serving directors with significant experience and institutional knowledge who bring critical skills to the boardroom. Such longer-serving directors have a deep understanding of the Company’s business and strategy, provide historical context in Board deliberations, and enhance Board dynamics and the Board’s relationship with management.

In particular, the Board believes that Messrs. Marcus, Guericke and Schall, who have held various positions of senior leadership in the Company since its initial public offering in 1994, are a significant strength of the Board. Under their combined leadership, the Company has generated one of the highest total stockholder returns in the REIT industry over that period. Accordingly, while director tenure is taken into consideration when making nomination decisions, the Board believes that imposing limits on director tenure would unnecessarily deprive it of the valuable contributions of its most experienced members.

Director Evaluations

The Board conducts an annual review consisting of a self-evaluation process to determine whether the Board and its committees are functioning effectively. Comments were provided from all directors with a complete assessment of the Board’s performance, focusing on identifying areas in which the Board or senior management believes a better contribution may be made. The purpose of the review is to increase the effectiveness of the Board, and the results are reviewed with the full Board and its committees.

Stockholder Nominees-Proxy Access

The Company’s stockholders possess the right to nominate candidates to the Board through proxy access provisions of the Bylaws. The Company’s amended and restated Bylaws permit a stockholder, or a group of up to 20 stockholders, owning at least 3% of the outstanding Common Stock continuously for at least the prior three years, to nominate for election to the Board, and include in the Company’s proxy materials for its annual meeting of stockholders, director nominees constituting up to the greater of two individuals or 20% of the Board (rounding down to the closest whole number), all subject to additional eligibility, procedural and disclosure requirements set forth in the Bylaws. The foregoing is a summary of Section 2.13 of the Bylaws and is qualified in its entirety by the text of that section. For additional information, see “Deadline for Receipt of Stockholder Proposals – Proxy Access Nominations.”

Stockholder Ability to Amend Bylaws

On February 20, 2018, the Board amended the Bylaws to permit the stockholders of the Company to amend the Bylaws by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock, pursuant to a binding proposal submitted by any stockholder or group of up to five stockholders holding at least one percent of the outstanding shares of Common Stock for at least one year, all subject to certain notice, procedural and disclosure requirements and other limitations set forth in the Bylaws. Before this amendment was adopted, the Bylaws provided that the Board had the exclusive right to amend the Bylaws, as permitted by Maryland law. In recent discussions with our stockholders, holders of a majority of the outstanding shares of Common Stock expressed support and positive feedback for adopting the foregoing changes as a meaningful improvement in stockholders’ rights.

Stockholder Engagement

The Company has proactive ongoing dialogue with its stockholders with respect to important corporate governance matters. We consider our relationship with our stockholders to be an important part of the Company’s success and we value the perspectives of our investors. During 2018, our management reached out to stockholders who collectively held over 60% of the Company’s outstanding capital stock for the

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purpose of discussing the Company’s practices and policies with respect to governance or Corporate Social Responsibility matters. These discussions addressed governance matters including, among others, board composition and refreshment, and the ability of stockholders to amend the bylaws. The feedback from stockholders was conveyed to and discussed with the Nominating Committee and the full Board. The goal of these discussions was to ensure that management and the Board understood and considered the issues that matter most to our stockholders and to enable the Company to address them effectively. In addition to conversations with our stockholders, the Company receives correspondence throughout the year from stockholders and stockholder advocacy groups and, if appropriate, responds and/or shares such correspondence with the Nominating Committee and the full Board where requested or otherwise appropriate. The Company plans to take a similar approach in 2019 by maintaining a dialogue with its stockholders with respect to such matters.

Access to Corporate Governance Policies

Stockholders may access the Company’s committee charters, the code of business conduct and ethics, stock ownership guidelines, policy on hedging and pledging Essex equity securities, and corporate governance guidelines at the Company’s website at http://www.essex.com. Copies of these documents will be provided to any stockholder upon written request to Mr. Daniel J. Rosenberg, Secretary, Essex Property Trust, Inc., 1100 Park Place, Suite 200, San Mateo, California 94403.

Communication with Directors

The Company endeavors to ensure that the views of stockholders and other interested parties are heard by the Board or individual directors, as applicable. Our corporate governance guidelines (which may be accessed at http://www.essex.com) provide that the identity of the presiding independent director will be set forth in the annual meeting proxy statement, together with a method for interested parties to communicate directly with the presiding independent director or with the non-management directors as a group. Stockholders or any other interested parties wishing to formally communicate with the Board, non-management directors, or any individual directors may send communications directly to the presiding independent director of the Board: Irving F. Lyons, III, Presiding Independent Director, c/o Essex Property Trust, Inc., 1100 Park Place, Suite 200, San Mateo, California 94403.

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2018, former director Gary P. Martin, Messrs. Lyons, Robinson and Scordelis, and Ms. Johnson served as members of our Compensation Committee. None of the members of our Compensation Committee is currently, or has been, an officer or employee of the Company. There were no insider participations or compensation committee interlocks among the members of our Compensation Committee during fiscal year 2018. Certain transactions and relationships between the Company and certain of its officers and directors are set forth below in the section titled “Certain Relationships and Related Person Transactions.”

Relationships Among Directors or Executive Officers

There are no family relationships among any of the directors or executive officers of the Company.

Director Stock Ownership Guidelines

The Company encourages its independent directors to own shares of the Company’s stock. In furtherance of this policy, the Company adopted guidelines setting a goal for each independent director to own a number of shares of the Company’s stock equal in value to five times such director’s annual cash retainer, in each case, as in effect as of, and based on the Company’s stock price as of, January 1, 2010, or such later date that a director joined the Board. Directors are expected to achieve this goal within four years of January 1, 2010 or, with respect to new directors, within four years of joining the Board. The Board or the Nominating Committee may waive this requirement or modify this guideline under certain circumstances. As of December 31, 2018, all independent directors were in compliance with the share ownership guidelines.

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Executive Officer Ownership Guidelines

The Company encourages its executive officers to own shares of the Company’s stock. In furtherance of this policy, the Company adopted guidelines setting a goal for executive officers to own a number of shares of the Company’s stock equal in value to, with respect to the Chief Executive Officer, five times such individual’s annual base salary, and, with respect to the Company’s other executive officers, four times such individual’s annual base salary, in each case, as in effect as of, and based on the Company’s stock price as of, February 10, 2011, or such later date that an individual becomes an executive officer. Executive officers are expected to achieve this goal within five years of March 1, 2011 or, with respect to new executive officers, within five years of becoming an executive officer. The Board or the Nominating Committee may waive this requirement or modify this guideline under certain circumstances. As of December 31, 2018, all executive officers were in compliance with the share ownership guidelines.

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DIRECTOR COMPENSATION

Under the Company’s director compensation program as in effect during 2018 prior to our 2018 Annual Meeting, each non-employee director of Essex was entitled to receive the following compensation under the Company’s director compensation program:

An annual equity grant with a grant value equal to $60,000 for directors (other than the Chairman) and $170,000 for the Chairman of the Board, determined using either the Black-Scholes or Monte Carlo pricing methodology. Directors are permitted to elect whether to receive equity grants in the form of options or a stock award, or a combination of these types of awards, and are required to make this election at the time of the Company’s annual meeting, at which time such grant of options and/or stock awards are made. Such annual grants of options and/or stock awards are fully vested on the grant date, but the shares subject to such awards are subject to a one-year transfer restriction.
An annual cash retainer, paid quarterly, in the amount of $36,000 per year.
A Board attendance fee of $1,200 per meeting attended.
A committee attendance fee of up to $1,000 per meeting, except as to regularly scheduled Audit Committee meetings, for which a $2,400 attendance fee is paid, and unanimous written consents, in lieu of committee meetings, for which a $500 participation fee is paid.
A committee chairman fee of $5,000 per year, except that the Chairman of the Audit Committee was entitled to receive $18,000 per year.

In December 2017, based on the information and analysis prepared by FPL in 2017, the Compensation Committee concluded that the overall director compensation levels were well below the median compensation for the peer group, and the Board approved the following changes to the Company’s director compensation program for 2018 and 2019.

Effective as of and following the 2018 Annual Meeting, and continuing until the 2019 Annual Meeting:

An increase in the annual equity grant from $60,000 to $90,000 for directors other than the Chairman, and from $170,000 to $200,000 for the Chairman of the Board.
An increase in the annual cash retainer from $36,000 to $55,000 per year.
An increase in the committee chairman fee for the chairman of the Nominating Committee and the Chairman of the Compensation Committee from $5,000 to $10,000 per year.

Effective as of and following the 2019 Annual Meeting:

An increase in the annual equity grant from $90,000 to $120,000 for directors other than the Chairman, and from $200,000 to $230,000 for the Chairman of the Board.
An increase in the annual cash retainer from $55,000 to $70,000 per year.
An increase in the committee chairman fee for the Chairman of the Nominating Committee and the Chairman of the Compensation Committee from $10,000 to $15,000 per year.
An increase in the committee chairman fee for the Chairman of the Audit Committee from $18,000 to $26,000 per year.
A committee membership fee of $6,000 per year for members of the Audit Committee and $3,000 per year for members of the Nominating Committee and Compensation Committee.
The elimination of all meeting attendance fees and unanimous written consent fees.

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Director Compensation Table. The table below summarizes the compensation the Company paid to directors for the year ended December 31, 2018. Mr. Schall, who served in 2018 as the Company’s Chief Executive Officer, is not included in the table below because he did not receive any additional compensation for services provided as a director in 2018. Mr. Guericke, who served as a part-time employee in 2018, received a salary, bonus and perquisites shown below under “All Other Compensation,” but he did not receive any additional compensation for services provided as a director.

Name
Fees
Earned or
Paid in
Cash
($)
Stock
Awards
($)(1)
Option
Awards
($)(1)
All Other
Compensation
($)
Total
($)
Keith R. Guericke
 
 
 
 
 
 
 
328,325
(2) 
 
328,325
(2) 
Amal M. Johnson
 
56,450
 
 
 
 
105,000
(3) 
 
 
 
161,450
 
Mary Kasaris
 
16,150
 
 
 
 
 
 
 
 
16,150
 
Irving F. Lyons, III
 
77,000
 
 
 
 
90,000
 
 
 
 
167,000
 
George M. Marcus
 
65,800
 
 
 
 
200,000
 
 
 
 
265,800
 
Thomas E. Robinson
 
74,600
 
 
 
 
90,000
 
 
 
 
164,600
 
Byron A. Scordelis
 
72,236
 
 
 
 
90,000
 
 
 
 
162,236
 
Janice L. Sears
 
93,700
 
 
90,000
 
 
 
 
 
 
183,700
 
(1)The assumptions used to calculate the value of the stock awards and/or option awards are set forth in Note 13 of the Notes to Consolidated Financial Statements in our Form 10-K for the year ended December 31, 2018, filed with the SEC on February 21, 2019 (the “2018 Form 10-K”). As of December 31, 2018, each director had the following number of stock options (vested and unvested) then outstanding: Keith R. Guericke: 5,000 options; Amal M. Johnson: 2,453 options; Irving F. Lyons: 15,223 options; George M. Marcus: 20,366 options; Thomas E. Robinson: 15,223 options; Byron A. Scordelis: 7,192 options; Janice L. Sears: 14,359 options, respectively.
(2)This amount represents salary and bonus for Mr. Guericke’s role as a part time employee and includes insurance premiums of $8,671 paid by, or on behalf of, the Company.
(3)In addition to her annual equity grant at the 2018 Annual Meeting, upon Ms. Johnson's joining of the Board of Directors on February 20, 2018, the Company granted Ms. Johnson $15,000 of stock options for her service during the period February 2018 through May 2018.

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RISK ASSESSMENT IN COMPENSATION POLICIES AND PRACTICES

The Compensation Committee, with the assistance of Company management, regularly considers the Company’s compensation policies and practices to assess whether they encourage unnecessary or excessive risk taking. In 2018, the Compensation Committee considered, among other factors, the following risk-mitigating features of the Company’s compensation programs: (i) a balanced mix of short- and long-term compensation (including equity-based compensation); (ii) performance goals and objectives that avoid excessive weight on a single performance measure; (iii) minimum stock ownership guidelines, which ensure that executive officers have a meaningful direct ownership stake in the Company and align executive officers with long-term stockholder interests; and (iv) restrictions on engaging in hedging transactions in the Company’s securities.

Based on this assessment, the Company believes that its compensation policies and practices do not present risks that are reasonably likely to have a material adverse effect on the Company.

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EXECUTIVE OFFICERS

Biographical information concerning the executive officers of the Company is set forth below.

John F. Burkart, Senior Executive Vice President

Responsibilities at Essex:

Oversees the following major departments since May 2015: Asset Management, Property Operations, Commercial Real Estate, Resource Management, Investment Due Diligence, Information Technology, Business Intelligence, Research and Portfolio Management

Accomplishment Highlights:

Responsible for the integration and strategic implementation of the BRE Properties, Inc. and Essex merger
Created the business strategy and implemented organizational framework of Essex’s Asset Management Department
Created the Resource Management Department leading to Essex receiving a ‘Green Star’ from GRESB
Created the first multifamily REIT Private Equity Fund
Led and set the course for Essex to receive its corporate investment grade credit rating while working in the Capital Market’s department

Past Experience and Education:

Prior to joining Essex in 1996, Mr. Burkart was a real estate consultant for various companies, including Essex, during the period of Essex’s IPO
Vice President, Pacific States Management, responsible for the management of a portfolio including office, multi-family and security storage assets as well as oversight of the accounting department
Received Bachelor of Science degree in Finance from San Jose State University
Received Master of Business Administration degree in Real Estate from Golden Gate University

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Angela L. Kleiman, Executive Vice President and Chief Financial Officer

Responsibilities at Essex:

Oversees Private Equity, Capital Markets, Accounting, Tax, Treasury, Financial Planning, Internal Audit and Investor Relations departments and has served in role since October 2015. Promoted to Senior Vice President in 2013

Accomplishment Highlights:

Responsible for overall transaction management including leading negotiations of the merger agreement and joint venture/equity originations in connection with the merger with BRE Properties, Inc., which was successfully completed in April 2014
Grew Essex’s Private Equity platform from $750 million to $3 billion in gross assets as head of the Private Equity Group of Essex

Past Experience and Education:

Prior to joining Essex in 2009, Ms. Kleiman was a Senior Equity Analyst and Vice President of Investor Relations at Security Capital, where she was responsible for over $2 billion of the firm’s REIT investments and all client communications. As a Vice President with J.P. Morgan Real Estate & Lodging Investment Banking Group, Ms. Kleiman advised senior management and boards in strategic business platforms and capital markets transactions. Ms. Kleiman began her career in real estate development management in 1991
Received Bachelor of Science degree from Northwestern University
Received Master of Business Administration from Kellogg School of Management of Northwestern University

Professional Activities:

Member, NAREIT
Member, National Multifamily Housing Council

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Craig K. Zimmerman, Co-Chief Investment Officer and Executive Vice President

Responsibilities at Essex:

Oversees acquisition activities, and has served in role since May 2015. Promoted to Senior Vice President in 1996

Accomplishment Highlights:

Oversaw all acquisition activities for Essex and its Predecessor since 1984

Past Experience and Education:

Prior to joining Essex’s predecessor in 1984, Mr. Zimmerman was the Vice President of Acquisitions with Prometheus Development Company, a national real estate developer and a principal in Zimmerman Properties. From 1975 through 1978, Mr. Zimmerman worked as a real estate acquisitions specialist for American Equities Corporation
Received Bachelor of Arts degree in Rhetoric from University of California at Berkeley

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John D. Eudy, Co-Chief Investment Officer and Executive Vice President*

Responsibilities at Essex:

Oversees development activities, from the point of acquisition through construction and stabilization and has served in role since May 2015
Serves as Co-Chief Investment Officer on all acquisition, development, asset investments, and asset dispositions

Accomplishment Highlights:

Joined Essex’s predecessor, Essex Property Corporation, in 1985 and initiated the development activities of the Company and has developed over 15,000 multifamily units
Under Mr. Eudy’s leadership, the Company has received national recognition and more awards for Architectural Excellence than any multifamily developer in the country and is committed to “Green” Building practices
Started Essex’s entrance into preferred equity investing on development transactions with third party developers

Past Experience and Education:

Prior to joining Essex’s predecessor in 1985, Mr. Eudy was a Vice President in the Commercial Real Estate Investment Group of Crocker National Bank from 1980 to 1985 and Home Federal Savings from 1977 to 1980
Received Bachelor of Science degree in Finance from San Diego State University
Graduate of the University of Southern California’s Management Leadership School

Professional Activities:

Member, Urban Land Institute
Member, NAREIT
Board Member, California Apartment Association

* As previously disclosed, Adam W. Berry, who is currently the Company’s Senior Vice President of Investments, will succeed Mr. Eudy as the Company’s Co-Chief Investment Officer with such appointment to be effective on or around April 2019, the date of Mr. Eudy’s transition of his employment from full-time to part-time.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis discusses the compensation policies and programs for our named executive officers, which consist of our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers, as determined under the SEC’s executive compensation disclosure rules, for 2018. The following table identifies our named executive officers and their positions in 2018 as of the Record Date.

Name
Age
Position
Michael J. Schall
61
Chief Executive Officer and President
John F. Burkart
55
Senior Executive Vice President
Angela L. Kleiman
48
Chief Financial Officer and Executive Vice President
Craig K. Zimmerman
68
Co-Chief Investment Officer and Executive Vice President
John D. Eudy
64
Co-Chief Investment Officer and Executive Vice President

Executive Summary

The primary objectives of the Company’s named executive officer compensation program are to (i) attract, motivate and retain experienced, effective executives, (ii) direct the performance of those executives with clearly defined goals and measures of achievement, and (iii) align the interests of management with the interests of the Company’s stockholders. With regard to absolute levels of executive compensation and the Company’s named executive officer compensation program, the Compensation Committee periodically reviews relevant information about competitive pay levels and structures but also considers a number of other factors, as described in further detail in this Compensation Discussion and Analysis.

Each year, the Board sets annual corporate goals that are generally designed to promote stockholder value creation over a multiple year period. These corporate goals are used as the basis for measuring management performance, a key consideration in granting both short-term cash bonuses and long-term equity-linked or equity-based incentive awards. These goals, which include measures of performance on both an absolute basis as well as relative to peers, are described in more detail in the discussion below. Goals for 2018 included:

specific company performance metrics such as per share growth in Core FFO;
yields from recent investment transactions relative to the pro-forma underwriting;
same-property Net Operating Income (“NOI”) growth;
achieving Board approved annual business plan; and
dispositions of select assets and other discretionary objectives.

2018 Performance

Operating and Core FFO growth: In 2018, the Company had same-property revenue growth of 2.8% and same-property NOI growth of 2.9%. For the year, Core Funds from Operations (“Core FFO”) per diluted share grew 5.5%.

Investments. Acquired ownership interests in two apartment communities for $139.4 million. Made preferred equity investments in two joint-ventures and originated one mezzanine loan totaling $57.6 million. In development, we completed the lease-up of one community comprising 121 units.

Redevelopment. Through these programs, we seek to improve the quality of our communities based on consumer needs and expectations, while earning an attractive return on investment. Furthermore, our resource management efforts implement sustainable practices to conserve water and reduce energy consumption at our existing communities, decreasing our impact on the environment.

Portfolio Management. Opportunistically sold four apartment communities totaling $417.3 million at attractive pricing.

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Balance Sheet Management. Achieved a Debt, net of deferred financing costs, premiums and discounts, to Total Market Capitalization (defined as total debt, net of deferred financing costs, premiums and discounts plus total equity capitalization) ratio of 25.1% at year-end and net debt to adjusted EBITDAre ratio of 5.4x, both improvements from the prior year’s metrics.

Dividend Growth. In February 2018, we announced a dividend increase of 6.3%, representing 24 years of consecutive dividend growth, continuing a long history of strong dividend growth during our 20+ year life as a public company.

For a discussion of the calculation of Core FFO and NOI, see “Item 6. Selected Financial Data” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” respectively, in our 2018 Form 10-K.

Pay for Performance

The Compensation Committee views pay for performance as an important component of the Company’s named executive officer compensation philosophy. The Compensation Committee considered the Company’s performance in 2018 in determining levels of named executive officer compensation, including short-term and long-term incentive compensation. The compensation of the Company’s named executive officers also reflects performance against individual and (where appropriate) business unit goals, as described in further detail in the discussion below.

Compensation Policies and Practices—Good Governance

Consistent with our commitment to strong corporate governance and responsiveness to our stockholders, in 2018 the Board maintained the following compensation policies and practices to drive performance and serve our stockholders’ long-term interests:

The structure of our named executive officer compensation program includes a balanced mix of cash and equity compensation with a strong emphasis on performance-based incentive awards promoting responsible growth and risk management.
The competitiveness of our named executive officer compensation program is assessed by comparison to the median of a group of peer companies that are comparable to us.
Our Compensation Committee is comprised solely of independent directors.
We do not provide for “single-trigger” severance payments upon a change in control.
We have not entered into individual employment agreements with our named executive officers, and we do not provide our named executive officers with tax gross-ups.
We maintain meaningful stock ownership guidelines for our named executive officers and non-employee directors that promote a long-term stockholder perspective.
Our Compensation Committee annually considers and assesses the potential risks of our compensation policies and practices for all employees.
Our named executive officers receive limited perquisites and other personal benefits that are not otherwise generally available to all of our employees.
We maintain programs that limit the ability of our named executive officers and non-employee directors to pledge or hedge our securities.

We currently submit an advisory vote to approve our named executive officer compensation to our stockholders on an annual basis. At our 2018 annual meeting, holders of approximately 98.2% of the votes cast voted “for” the advisory proposal. Over the past three years, on average, holders of approximately 97.4% of the votes cast voted “for” this advisory proposal. We believe the continued support for our compensation program in 2018 and in past years reflects the strong alignment between our named executive officer compensation and performance.

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The Compensation Committee considered the results of the stockholder vote in continuing to apply the same principles in determining the amounts and types of executive compensation and did not implement substantial changes as a result of the stockholder advisory vote.

Overview of Named Executive Officer Compensation Program

Key Named Executive Officer Compensation Program Objectives

The objectives of our compensation program for named executive officers are to:

Attract, retain, and motivate executive officers through the overall design and mix of cash, equity, and short- and long-term compensation elements;
Reward individual performance by tying significant portions of short-term compensation in the form of salary and annual bonus opportunity to achievement of individual performance; and
Align the interests of executive officers with the interests of the Company’s stockholders by tying significant portions of short- and long-term compensation, in the form of annual bonus and long-term equity based awards, to increasing distributable cash flow to stockholders, and increasing the value of Common Stock based on the acquisition, development, redevelopment and onsite property management of apartment communities.

How Executive Compensation Decisions are Made

Role and Procedures of the Compensation Committee. The Compensation Committee, composed of independent, non-employee directors, determines and approves the compensation arrangements for the named executive officers. The Committee has the authority to select, retain and terminate special counsel and other experts (including compensation consultants) as the Committee deems appropriate.

In fiscal year 2017, the Compensation Committee retained FPL as its compensation consultant. FPL’s analysis of the Company’s executive compensation program in 2017 concluded that the overall compensation levels of the named executive officers, and in particular, the CEO, were well below the median compensation for the peer group. Although FPL did not provide any services to the Committee in 2018 and the Committee did not otherwise retain a compensation consultant in 2018, the Committee considered the information and analysis provided by FPL in 2017 as well as publicly filed information of our peers (among other factors) in making 2018 compensation decisions with respect to its named executive officers.

While the Compensation Committee determines the Company’s overall compensation philosophy and sets the compensation for the Company’s CEO and other executive officers, it looks to the CEO to make recommendations with respect to both overall compensation policies and specific compensation decisions. For the upcoming fiscal year, the Company’s CEO recommends to the Compensation Committee the levels of base salary, targeted annual bonus and long-term equity for the named executive officers other than himself, within the elements of compensation otherwise established by the Compensation Committee. The sum of such base salaries and targeted bonuses and long-term equity compensation, if any, is included in the Essex annual business plan. Also, at that time, the Compensation Committee reviews and approves goals for the upcoming year for specific executive officers. Such goals may include company-wide, business unit and individual goals.

At the end of a fiscal year, the Compensation Committee reviews actual performance against goals and, in consultation with the CEO and as discussed further below, sets the actual bonuses to be paid to the executive officers. The CEO also provides the Compensation Committee with his perspective on the performance of the Company’s executive officers as well as a self-assessment of his own performance. The Compensation Committee establishes the compensation package for the CEO. The Company’s Chief Financial Officer also attends the Compensation Committee’s meetings to provide perspective on the competitive landscape and the needs of the business and to discuss potential new elements for the executive officer’s compensation packages.

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Peer Group. In 2018, the Compensation Committee reviewed the peer group of REITs that had been approved in 2017 based on FPL’s analysis and confirmed the group without any changes. The peer group includes the following 14 REITs (all are equity REITs, five are headquartered or have a significant presence in California, five are reasonably similar to Essex in revenue and market capitalization and six invest primarily in apartments).

Company
Apartment Investment and Management Company (AIV)
AvalonBay Communities, Inc. (AVB)
Boston Properties, Inc. (BXP)
Camden Property Trust (CPT)
Digital Realty Trust, Inc. (DLR)
Douglas Emmett, Inc. (DEI)
Equity Residential (EQR)
Extra Space Storage Inc. (EXR)
HCP, Inc. (HCP)
Macerich Company (MAC)
Mid-America Apartment Communities, Inc. (MAA)
Public Storage (PSA)
Regency Centers Corporation (REG)
UDR, Inc. (UDR)

 
Revenue(2)
Total
Assets(3)
 
($ in millions)
25th percentile
 
991
 
 
7,952
 
50th percentile
 
1,384
 
 
10,937
 
75th percentile
 
2,505
 
 
16,965
 
ESSEX
 
1,400
 
 
12,384
 
Percentile rank
 
50
%
 
65
%
(1)Total Capitalization is estimated by summing the subject company’s equity market capitalization, preferred stock, and debt as of December 31, 2018 and is provided by S&P Global Market Intelligence.
(2)Revenue reflects the total revenue for the most recent fiscal year end.
(3)Total Assets reflect the book value as reported by each company as of the end of the most recent fiscal year end.

In fiscal year 2018, the Compensation Committee considered the peer group information prepared by FPL in 2017 in determining overall compensation levels in light of the Compensation Committee’s view of appropriate, market-based compensation levels and pay-for-performance. The 2017 FPL report concluded that the overall compensation levels of the named executive officers, and in particular, the CEO, were well

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below the median compensation for the peer group, resulting in increases in 2017 and 2018 compensation for the named executive officers. However, the Compensation Committee did not use any specific or numeric percentile or other benchmark within the peer group companies for this purpose.

Key Elements of Named Executive Officer Compensation. The key elements of Essex’s current compensation program for the named executive officers are summarized in the table below:

Compensation
element
Why this element is
included
How the amount of the element is determined
How the element fits in the overall program
Base Salary
Fixed base pay necessary to attract and retain executives and compensate performance of core job duties.
Base salary and any changes in salary are based on views of individual retention or performance factors and market data at peer companies (but without specific benchmarking).
Short-term cash compensation that is fixed and paid during the year, addresses employee cash-flow needs and retention objectives.
Annual Cash Bonus
Variable cash compensation that motivates executives and ties a significant compensation opportunity to achieving individual and corporate performance goals.
Annual bonus is based on both discretionary and non-discretionary performance criteria.
Short-term cash compensation that is contingent on achievement of Company and individual goals, as determined by the Compensation Committee, is intended to link compensation to short-term stockholder interests.
Long-Term Equity Incentive
Equity compensation (in the form of restricted stock units (“RSUs”) and options) fosters long-term retention of management and aligns executive officer and stockholder interests.
Long-term equity incentive awards are determined primarily based on how the award’s grant date value relates to the executive officer’s total cash compensation and how the vesting and other aspects of the award might incentivize performance.
Long-term compensation that is tied to the value of Common Stock and is primarily contingent on meeting performance goals and continued employment, which is intended to link compensation to long-term stockholder value accretion and reinforces retention.
 
Equity compensation complements cash compensation and provides performance incentives.
 
 
 
 
 
RSUs may be subject to both performance-based and service-based vesting or performance-based vesting only.
 
 
 
 
 
 
 
Options may be subject to service-based vesting.
 
 
Deferred compensation plan
Supplemental element to assist in retaining executives.
Executive officers may defer up to 100% of their base salary and bonus.
A tax planning benefit for executives.

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Compensation
element
Why this element is
included
How the amount of the element is determined
How the element fits in the overall program
Severance plan
For hiring and retaining executives by providing continued economic benefit if a change of control and related termination occurs.
In the event of a change of control and related involuntary termination within the period commencing 2 months preceding a change of control and ending 24 months after the change of control, executives receive two times their current annual salary and three-year average annual bonus, vesting acceleration of equity awards, continued insurance benefits and out-placement services.
Facilitates recruitment and retention of named executive officers by providing income security in the event of involuntary job loss in connection with a change in control.
Perquisites
Customary element of executive compensation.
Generally based on perquisites being offered by peer companies.
Addresses recruitment and retention objectives.

Description of Individual Elements of Named Executive Officer Compensation

Base Salaries. None of the Company’s executive officers has an employment agreement. Base salaries are viewed as a customary element necessary to hire and retain named executive officers. Base salary and any changes in base salary are based on views of individual retention and/or performance factors and market data at peer companies, without benchmarking. For 2018, the Compensation Committee established base salaries in light of these considerations as well as subjective assessments of individual performance, scope of responsibilities, expertise and experience, and the Company’s financial performance and condition.

In 2018, base salaries were increased in order to, among other reasons, more closely align named executive officer base salaries with those at peer companies (based on the information included in the 2017 FPL report) for purposes of attracting and retaining talent.

Executive
Salary
2017 ($)
Salary
2018 ($)
Percentage
Change
Michael J. Schall, CEO and President
 
700,000
 
 
800,000
 
 
14.3
%
John F. Burkart, Senior Executive Vice President (“SEVP”)
 
460,000
 
 
500,000
 
 
8.7
%
Angela L. Kleiman, CFO and EVP
 
450,000
 
 
500,000
 
 
11.1
%
Craig K. Zimmerman, Co-Chief Investment Officer (“Co-CIO”) and Executive Vice President (“EVP”)
 
460,000
 
 
500,000
 
 
8.7
%
John D. Eudy, Co-CIO and EVP
 
460,000
 
 
500,000
 
 
8.7
%

Annual Bonuses. Each named executive officer is eligible to earn an annual cash bonus based on the achievement of the operating performance budget approved by our Board and the meeting of performance goals during the year. The performance goals used for determining an officer’s annual bonus include individual performance, business unit and corporate performance as determined by the Compensation Committee and by the CEO in his recommendations to the Compensation Committee.

Each year, a target bonus amount is established for each named executive officer and is reviewed by the Compensation Committee. The Targeted Non-Discretionary Incentive Bonus is tied to achieving corporate performance goals. Each named executive officer is paid based on meeting objective corporate performance goals with a maximum opportunity of 200% of the targeted non-discretionary bonus if specific performance levels exceeded the objective corporate performance goals at levels above the midpoint of Essex’s 2018 guidance.

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Essex’s primary corporate performance measures are Core FFO per share and the growth in same-property NOI relative to its peers that have portfolios in the same markets. The Board reviews the operating plans that include annual Core FFO per share targets and expected NOI results. The Compensation Committee monitors management’s achievement of the targets and where it ranks compared to the top quartile of the multifamily REITs with respect to Core FFO per share growth. The target levels for the increase in Core FFO per share from year to year are dependent on a number of factors, including expectations surrounding internal and external growth opportunities, general economic conditions, real estate fundamentals and other specific circumstances facing the Company in the coming year. The Compensation Committee also establishes Core FFO goals that are consistent with the operating plan. For 2018, specific goals for corporate performance and achievements were as follows:

(1)Goal: Target Same-property NOI growth of 2.5% at the midpoint, range 1.6% to 3.4% → Achieved: Same-property NOI growth of 2.9%, towards the high end of the range.


(2)Goal: Target Core FFO per diluted share of $12.45 at the midpoint, range $12.25 to $12.65 → Achieved: Core FFO per diluted share of $12.57, towards the high end of the range.


(3)Goal: Generate accretion from external growth investment activities consistent with the 2018 annual business plan → Achieved: exceeded the high end of the range established.
(4)Goal: Achieve the underwritten yields from 2016 and 2017 acquisitions and developments → Achieved: exceeded the mid-range of the target established.

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For a discussion of the calculation of Core FFO and NOI, see “Item 6. Selected Financial Data” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”, respectively, in our 2018 Form 10-K.

A portion of each named executive officer’s bonus for 2018 also related to achievement of both objective and subjective individual factors, including the evaluation of the officer’s handling of his or her day-to-day responsibilities, and individual performance goals and, in some cases, business unit goals. For 2018, the primary individual-based bonus criteria were as follows:

Mr. Schall’s goals included achieving Essex’s financial and operating objectives, including ranking in the top quartile of multifamily REITs with respect to Core FFO results, ensuring strategic objectives such as to property locations and accretion are satisfied in connection with acquisition and development goals, and implementing disposition strategy to achieve annual business plan.
Mr. Burkart’s goals included achieving operations budget and business plan, maximizing portfolio returns via asset management including redevelopment, executing the IT strategic plan, and implementing career development plans for Operations and Asset Management departments.
Ms. Kleiman’s goals included achieving Essex’s financial and operating objectives, including ranking in the top quartile of multifamily REITs with respect to Core FFO results, optimizing capital structure and arbitrage utilization of various debt and equity sources, mentoring and career development plans for key managers, and ensuring timely and accurate financial reporting, and books and records.
Mr. Zimmerman’s goals included originating between $400 million and $525 million of acquisitions and dispositions of between $550 million and $750 million, certain net accretion targets from investment activities and $100 million of preferred equity investments in supply constrained west coast markets with high return potential.
Mr. Eudy’s goals included delivering ongoing development projects on time and on budget, and leading and guiding the Company’s lobbying efforts on industry-related matters, such as serving as co-chair of the “Californians for Responsible Housing” campaign to save The Costa-Hawkins Rental Housing Act from repeal, led by the California Apartment Association.

Payments for bonuses compared to targets in 2018 were as follows:

Executive
Total Actual
Incentive
Bonus
($)
Targeted
Incentive
Bonuses
($)
Maximum
Aggregate
Bonuses
($)
Michael J. Schall, CEO and President
 
1,510,000
 
 
1,100,000
 
 
1,700,000
 
John F. Burkart, SEVP
 
838,542
 
 
625,000
 
 
937,500
 
Angela L. Kleiman, CFO and EVP
 
838,542
 
 
625,000
 
 
937,500
 
Craig K. Zimmerman, Co-CIO and EVP
 
838,542
 
 
625,000
 
 
937,500
 
John D. Eudy, Co-CIO and EVP
 
838,542
 
 
625,000
 
 
937,500
 

Long-Term Equity Incentives. In fiscal year 2018, the Company’s equity compensation package for its named executive officers consisted of one or more of three different types of awards: stock options, restricted stock units (“RSUs”) subject to both service-based vesting and performance-based vesting, and RSUs subject to only performance-based vesting, in each case, granted under the Company’s stockholder-approved Incentive Award Plan.

The Company utilizes a combination of these components to accomplish the following objectives:

Optimize alignment of executive performance with long-term shareholder interests;
Minimize the cost of equity awards to the Company; and
Provide competitive compensation package to attract and retain talent.

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Stock Options

Stock options have value only to the extent that there is appreciation in the Company’s stock and, as such, are inherently performance-based compensation. Stock options granted to our named executive officers in fiscal year 2018 vest over a three-year horizon, at the rate of one-third each year on the anniversaries of the date of grant, subject to continued employment through the applicable vesting date.

Stock options receive a high perception of value and are a significant factor in long-term retention of senior executives. Therefore, we believe options are the most effective compensation component in terms of value perception versus accounting cost.

However, the Company limited the maximum realizable value of such stock options at the time of exercise to $100 per share. This limit was intended to discourage excessive risk-taking while reducing the accounting cost of the award to the Company.

The Company has reduced the number of options awarded to NEOs as a percentage of total long-term equity incentive compensation over the last three years from 48% in 2016 to 35% in 2017 to 25% in 2018.

Restricted Stock Units

RSUs granted to our named executive officers in fiscal year 2018 are subject to performance-based vesting or, with respect to certain RSUs, both performance-based and time-based vesting. RSUs are settled in shares of our Common Stock.

2018 RSUs granted to our named executive officers consisted of the following two types of awards:

(1)“Performance RSUs,” which are subject to performance vesting based on the Company’s total stockholder return relative to that of the companies in the SNL Apartment REIT Index during a three-year performance period (the “TSR Goal”). Performance RSUs are fully time-vested at grant;
(2)“Performance and Service RSUs,” which are subject to performance vesting based on achievement of the three-year TSR Goal and that are subject to time-based vesting over a three-year horizon, at the rate of one-third each year on the anniversaries of the date of grant; and
(3)“DIP RSUs,” which are subject to performance vesting based on both (i) the three-year TSR Goal and (ii) the gain or purchase price for the disposition of certain assets of the Company’s real estate portfolio during the calendar year following the year in which the RSUs are granted. DIP RSUs are also subject to a one-year service-based vesting condition.

Performance against the TSR Goal is determined by the Compensation Committee, using the following matrix:

Percentile Rank
Percentage of RSUs Earned
Below 5th
0%
5th to below 25th
30%
25th to below 50th
30-100%
50th and above
100%

In the event that the percentile rank of the Company’s total stockholder return is between the 5th and 50th percentile, the percentage of RSUs that is earned will be based on linear interpolation between the amounts set forth above. In the event that the percentile rank of the Company’s total stockholder return upon completion of the performance period is below the 5th percentile, no RSUs will be earned.

In addition to the three-year TSR Goal, DIP RSUs vest based on the gain or purchase price for the disposition of certain assets of the Company’s real estate portfolio during the calendar year following the year of grant (the “DIP Performance Metric”). Once the number of DIP RSUs that is deemed to satisfy the DIP Performance Metric is determined, such DIP RSUs are then subject to performance vesting based on achievement of the three-year TSR Goal. In addition to the performance-based vesting conditions applicable to the DIP RSUs, the DIP RSUs are generally subject to continued service through December 31 of the year

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following the year of grant (with accelerated vesting in the event of certain qualifying terminations of employment in connection with a change of control of Essex, as described below under “Severance and Other Benefits Upon Termination of Employment or Change of Control”).

In fiscal year 2018, the Compensation Committee granted awards in respect of the following number of stock options and RSUs (shown assuming maximum performance at the 50th percentile or higher), to the Company’s named executive officers.

Name
Grant
Date
Number of
Options
Granted
(#)
Number of Performance RSUs
Granted
(#)
Number of
Performance
and Service
RSUs
Granted
(#)
Number of
DIP RSUs
Granted
(#)
Total
Number of
RSUs
Granted
(#)
Michael J. Schall
 
12/6/2018
 
 
31,264
 
 
 
 
8,003
 
 
4,002
 
 
12,005
 
John F. Burkart
 
12/6/2018
 
 
17,716
 
 
 
 
4,130
 
 
2,565
 
 
6,695
 
Angela L. Kleiman
 
12/6/2018
 
 
14,694
 
 
 
 
3,373
 
 
2,565
 
 
5,938
 
Craig K. Zimmerman
 
12/6/2018
 
 
 
 
3,232
 
 
 
 
2,411
 
 
5,643
 
John D. Eudy
 
12/6/2018
 
 
 
 
1,616