ESSEX PROPERTY TRUST, INC., DEF 14A filed on 3/28/2025
Proxy Statement (definitive)
v3.25.1
Document and Entity Information
12 Months Ended
Dec. 31, 2024
Cover [Abstract]  
Document Type DEF 14A
Entity Registrant Name Essex Property Trust, Inc.
Entity Central Index Key 0000920522
Amendment Flag false
v3.25.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table

    

    

    

    

    

    

    

    

    

    

    

    

Value of Initial Fixed $100 

    

    

    

    

Investment Based on:

Average

Average

Summary

Summary

Compensation

Compensation

Summary

Compensation

Core

Compensation

Compensation

Actually

Actually

Compensation

Actually

Peer Group

FFO

Table Total

Table Total

Paid to

Paid to

Table Total

Paid to

Total

Total

Per

for PEO

for PEO

PEO

PEO

for Non-PEO

Non-PEO

Stockholder

Stockholder

Net

Diluted

(Schall)

(Kleiman)

(Schall)

(Kleiman)

NEOs

NEOs

Return

Return

Income

Share

Year

($)

($)

($)(1)

($)(1)

($)

($)(1) (2)

($)

($)(3)

($)

($)(4)

2024

8,196,283

11,034,898

2,866,434

3,693,118

112.16

120.22

811,306,000

15.60

2023

2,742,016

3,076,648

5,829,702

6,234,794

1,442,044

2,620,160

94.76

99.78

430,708,000

15.03

2022

 

4,054,224

 

 

(4,363,421)

 

 

3,253,453

 

1,039,588

 

77.69

 

94.26

 

432,985,000

 

14.51

2021

 

7,183,068

 

 

8,887,546

 

 

3,175,109

 

3,773,473

 

124.82

 

138.51

 

515,691,000

 

12.49

2020

 

6,555,744

 

 

3,753,088

 

 

2,479,685

 

1,285,043

 

81.92

 

84.66

 

599,332,000

 

12.82

(1)

Amounts represent compensation actually paid to our CEOs and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

Year

CEO

Non-CEO NEOs

2024

Angela L. Kleiman

Barb M. Pak, Anne Morrison and Rylan Burns

2023

Michael J. Schall and Angela L. Kleiman

Barb M. Pak, Adam W. Berry and Anne Morrison

2022

Michael J. Schall

Angela L. Kleiman, Barb M. Pak, Adam W. Berry and Anne Morrison

2021

Michael J. Schall

Angela L. Kleiman, Barb M. Pak and Adam W. Berry

2020

Michael J. Schall

Angela L. Kleiman, Adam W. Berry and John F. Burkart

Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

    

2020

    

2021

    

2022

    

2023

    

2024

Average

Average

Average

Average

Average

    

Non-PEO

    

Non-PEO

    

Non-PEO

PEO

    

PEO

    

Non-PEO

PEO

    

Non-PEO

Adjustments

PEO

NEOs

PEO

NEOs

PEO

NEOs

(Schall)

(Kleiman)

NEOs

(Kleiman)

NEOs

Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY

 

(4,000,354)

 

(1,186,948)

 

(3,750,204)

 

(1,350,199)

 

(570,101)

 

(1,631,393)

 

 

 

 

(3,034,560)

 

(807,016)

Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End

 

3,681,004

 

788,870

 

3,830,188

 

1,379,019

 

578,898

 

1,696,781

 

 

 

 

3,711,186

 

1,123,693

Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date

 

 

252,800

 

 

 

 

 

 

 

 

 

Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End

 

(1,592,337)

 

(699,110)

 

1,444,302

 

470,461

 

(5,812,145)

 

(1,611,345)

 

1,441,309

 

2,498,234

 

824,875

 

1,750,811

 

385,600

Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date

 

(890,969)

 

(426,543)

 

180,192

 

99,083

 

(2,614,297)

 

(667,908)

 

1,646,377

 

659,912

 

353,241

 

411,179

 

124,407

Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY

 

 

76,289

 

 

 

 

 

 

 

 

 

Total Adjustments

 

(2,802,656)

 

(1,194,642)

 

1,704,478

 

598,364

 

(8,417,645)

 

(2,213,865)

 

3,087,686

 

3,158,146

 

1,178,116

 

2,838,616

 

826,684

(2)

Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for market-based awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end dates, which utilizes multiple input variables, including expected volatility of our stock price and other assumptions appropriate for determining fair value, to estimate the probability of satisfying the performance objective established for the award, including the expected volatility of our stock price relative to the applicable comparative index and a risk-free interest rate and (ii) for stock options, a Black Scholes value as of the applicable year-end or vesting dates. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024 and prior fiscal years.

(3)

For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the Nareit Apartment Index.

(4)

Core Funds from Operations (“Core FFO”) and Core FFO per diluted share are non-GAAP measures. Funds from Operations (“FFO”) is a financial measure that is commonly used in the REIT industry. The Company presents FFO and FFO excluding non-core items, or Core FFO, as supplemental operating performance measures. In calculating FFO, the Company follows the definition for this FFO published by the National Association of Real Estate Investment Trusts (“Nareit”), which is the leading REIT industry association. The Company believes that, under the Nareit FFO definition, the two most significant adjustments made to net income are (i) the exclusion of historical cost depreciation and (ii) the exclusion of gains and losses from the sale of previously depreciated properties. For a discussion of the calculation of Core FFO and Core FFO per share-diluted and reconciliations to the most directly comparable measures under U.S. GAAP, see Appendix A.

       
Company Selected Measure Name Core FFO per diluted share        
Named Executive Officers, Footnote

(1)

Amounts represent compensation actually paid to our CEOs and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

Year

CEO

Non-CEO NEOs

2024

Angela L. Kleiman

Barb M. Pak, Anne Morrison and Rylan Burns

2023

Michael J. Schall and Angela L. Kleiman

Barb M. Pak, Adam W. Berry and Anne Morrison

2022

Michael J. Schall

Angela L. Kleiman, Barb M. Pak, Adam W. Berry and Anne Morrison

2021

Michael J. Schall

Angela L. Kleiman, Barb M. Pak and Adam W. Berry

2020

Michael J. Schall

Angela L. Kleiman, Adam W. Berry and John F. Burkart

       
Peer Group Issuers, Footnote

(3)

For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the Nareit Apartment Index.

       
Adjustment To PEO Compensation, Footnote

Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

    

2020

    

2021

    

2022

    

2023

    

2024

Average

Average

Average

Average

Average

    

Non-PEO

    

Non-PEO

    

Non-PEO

PEO

    

PEO

    

Non-PEO

PEO

    

Non-PEO

Adjustments

PEO

NEOs

PEO

NEOs

PEO

NEOs

(Schall)

(Kleiman)

NEOs

(Kleiman)

NEOs

Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY

 

(4,000,354)

 

(1,186,948)

 

(3,750,204)

 

(1,350,199)

 

(570,101)

 

(1,631,393)

 

 

 

 

(3,034,560)

 

(807,016)

Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End

 

3,681,004

 

788,870

 

3,830,188

 

1,379,019

 

578,898

 

1,696,781

 

 

 

 

3,711,186

 

1,123,693

Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date

 

 

252,800

 

 

 

 

 

 

 

 

 

Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End

 

(1,592,337)

 

(699,110)

 

1,444,302

 

470,461

 

(5,812,145)

 

(1,611,345)

 

1,441,309

 

2,498,234

 

824,875

 

1,750,811

 

385,600

Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date

 

(890,969)

 

(426,543)

 

180,192

 

99,083

 

(2,614,297)

 

(667,908)

 

1,646,377

 

659,912

 

353,241

 

411,179

 

124,407

Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY

 

 

76,289

 

 

 

 

 

 

 

 

 

Total Adjustments

 

(2,802,656)

 

(1,194,642)

 

1,704,478

 

598,364

 

(8,417,645)

 

(2,213,865)

 

3,087,686

 

3,158,146

 

1,178,116

 

2,838,616

 

826,684

       
Non-PEO NEO Average Total Compensation Amount $ 2,866,434 $ 1,442,044 $ 3,253,453 $ 3,175,109 $ 2,479,685
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,693,118 2,620,160 1,039,588 3,773,473 1,285,043
Adjustment to Non-PEO NEO Compensation Footnote

Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

    

2020

    

2021

    

2022

    

2023

    

2024

Average

Average

Average

Average

Average

    

Non-PEO

    

Non-PEO

    

Non-PEO

PEO

    

PEO

    

Non-PEO

PEO

    

Non-PEO

Adjustments

PEO

NEOs

PEO

NEOs

PEO

NEOs

(Schall)

(Kleiman)

NEOs

(Kleiman)

NEOs

Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY

 

(4,000,354)

 

(1,186,948)

 

(3,750,204)

 

(1,350,199)

 

(570,101)

 

(1,631,393)

 

 

 

 

(3,034,560)

 

(807,016)

Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End

 

3,681,004

 

788,870

 

3,830,188

 

1,379,019

 

578,898

 

1,696,781

 

 

 

 

3,711,186

 

1,123,693

Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date

 

 

252,800

 

 

 

 

 

 

 

 

 

Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End

 

(1,592,337)

 

(699,110)

 

1,444,302

 

470,461

 

(5,812,145)

 

(1,611,345)

 

1,441,309

 

2,498,234

 

824,875

 

1,750,811

 

385,600

Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date

 

(890,969)

 

(426,543)

 

180,192

 

99,083

 

(2,614,297)

 

(667,908)

 

1,646,377

 

659,912

 

353,241

 

411,179

 

124,407

Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY

 

 

76,289

 

 

 

 

 

 

 

 

 

Total Adjustments

 

(2,802,656)

 

(1,194,642)

 

1,704,478

 

598,364

 

(8,417,645)

 

(2,213,865)

 

3,087,686

 

3,158,146

 

1,178,116

 

2,838,616

 

826,684

       
Compensation Actually Paid vs. Total Shareholder Return

Graphic

       
Compensation Actually Paid vs. Net Income

Graphic

       
Compensation Actually Paid vs. Company Selected Measure

Graphic

       
Total Shareholder Return Vs Peer Group

Graphic

       
Tabular List, Table

Pay Versus Performance Tabular List

We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our named executive officers for the fiscal year ended December 31, 2024:

1.Core FFO;

2.Core FFO per diluted share; and

3.Same-property NOI

For additional details regarding our most important financial performance measures, please see the sections titled “Executive Summary” and “Overview of Named Executive Officer Compensation Program” in our Compensation Discussion and Analysis (CD&A) elsewhere in this proxy statement.

For a discussion of the calculation of Core FFO, Core FFO per share-diluted, EBITDAre, net-debt-to-EBITDAre, NOI and same-property NOI and reconciliations to the most directly comparable measures under U.S. GAAP, see Appendix A.

       
Total Shareholder Return Amount $ 112.16 94.76 77.69 124.82 81.92
Peer Group Total Shareholder Return Amount 120.22 99.78 94.26 138.51 84.66
Net Income (Loss) $ 811,306,000 $ 430,708,000 $ 432,985,000 $ 515,691,000 $ 599,332,000
Company Selected Measure Amount 15.6 15.03 14.51 12.49 12.82
PEO Name Angela L. Kleiman        
Measure:: 1          
Pay vs Performance Disclosure          
Name Core FFO        
Non-GAAP Measure Description

(4)

Core Funds from Operations (“Core FFO”) and Core FFO per diluted share are non-GAAP measures. Funds from Operations (“FFO”) is a financial measure that is commonly used in the REIT industry. The Company presents FFO and FFO excluding non-core items, or Core FFO, as supplemental operating performance measures. In calculating FFO, the Company follows the definition for this FFO published by the National Association of Real Estate Investment Trusts (“Nareit”), which is the leading REIT industry association. The Company believes that, under the Nareit FFO definition, the two most significant adjustments made to net income are (i) the exclusion of historical cost depreciation and (ii) the exclusion of gains and losses from the sale of previously depreciated properties. For a discussion of the calculation of Core FFO and Core FFO per share-diluted and reconciliations to the most directly comparable measures under U.S. GAAP, see Appendix A.

       
Measure:: 2          
Pay vs Performance Disclosure          
Name Core FFO per diluted share        
Non-GAAP Measure Description

(4)

Core Funds from Operations (“Core FFO”) and Core FFO per diluted share are non-GAAP measures. Funds from Operations (“FFO”) is a financial measure that is commonly used in the REIT industry. The Company presents FFO and FFO excluding non-core items, or Core FFO, as supplemental operating performance measures. In calculating FFO, the Company follows the definition for this FFO published by the National Association of Real Estate Investment Trusts (“Nareit”), which is the leading REIT industry association. The Company believes that, under the Nareit FFO definition, the two most significant adjustments made to net income are (i) the exclusion of historical cost depreciation and (ii) the exclusion of gains and losses from the sale of previously depreciated properties. For a discussion of the calculation of Core FFO and Core FFO per share-diluted and reconciliations to the most directly comparable measures under U.S. GAAP, see Appendix A.

       
Measure:: 3          
Pay vs Performance Disclosure          
Name Same-property NOI        
Michael J Schall          
Pay vs Performance Disclosure          
PEO Total Compensation Amount   $ 2,742,016 $ 4,054,224 $ 7,183,068 $ 6,555,744
PEO Actually Paid Compensation Amount   5,829,702 (4,363,421) 8,887,546 3,753,088
Angela L. Kleiman          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 8,196,283 3,076,648      
PEO Actually Paid Compensation Amount 11,034,898 6,234,794      
PEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,838,616   (8,417,645) 1,704,478 (2,802,656)
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,034,560)   (570,101) (3,750,204) (4,000,354)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,711,186   578,898 3,830,188 3,681,004
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,750,811   (5,812,145) 1,444,302 (1,592,337)
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 411,179   (2,614,297) 180,192 (890,969)
PEO | Michael J Schall | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   3,087,686      
PEO | Michael J Schall | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   1,441,309      
PEO | Michael J Schall | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   1,646,377      
PEO | Angela L. Kleiman | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   3,158,146      
PEO | Angela L. Kleiman | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   2,498,234      
PEO | Angela L. Kleiman | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   659,912      
Non-PEO NEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 826,684 1,178,116 (2,213,865) 598,364 (1,194,642)
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (807,016)   (1,631,393) (1,350,199) (1,186,948)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,123,693   1,696,781 1,379,019 788,870
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 385,600 824,875 (1,611,345) 470,461 (699,110)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount         252,800
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 124,407 $ 353,241 $ (667,908) $ 99,083 (426,543)
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount         $ 76,289
v3.25.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure We do not grant equity awards in anticipation of the release of material, nonpublic information or time the release of material, nonpublic information based on equity award grant dates, vesting events, or sale events. In 2024, we discontinued granting stock option awards. During fiscal year 2024, we did not grant equity awards to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation for NEO grants in 2024.
Award Timing Method We do not grant equity awards in anticipation of the release of material, nonpublic information or time the release of material, nonpublic information based on equity award grant dates, vesting events, or sale events. In 2024, we discontinued granting stock option awards. During fiscal year 2024, we did not grant equity awards to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation for NEO grants in 2024.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true