Skip to main content

ESSEX PROPERTY TRUST, INC.

For the period ended May 12, 2026. Filed Mar 27, 2026.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 12, 2026 · Filed Mar 27, 2026

ESS$272.18+0.3%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Pay Versus Performance

Pay Versus Performance Table

The following table sets forth information concerning the compensation of our named executive officers (“NEOs”) for each of the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025, and our financial performance for each such fiscal year:

SUMMARYCOMPENSATIONTABLE TOTALFOR PEO(SCHALL)($) · SUMMARYCOMPENSATIONTABLE TOTALFOR PEO(KLEIMAN) ($) · COMPENSATIONACTUALLYPAID TOPEO(SCHALL)(1)($) · COMPENSATIONACTUALLYPAID TOPEO(KLEIMAN)(1)($) · AVERAGESUMMARYCOMPENSATIONTABLE TOTALFOR NON-PEONEOs ($) · AVERAGECOMPENSATIONACTUALLYPAID TONON-PEONEOs(1) (2) ($) · VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: · NETINCOME (IN THOUSANDS)($)(4) · COREFFOPERDILUTEDSHARE($)(5)
YEAR · TOTALSTOCKHOLDERRETURN($) · PEER GROUPTOTALSTOCKHOLDERRETURN($)(3)
2025—10,096,804—10,260,6363,563,3833,632,287130.12129.86702,77315.94
2024—8,196,283—11,034,8982,866,4343,693,118136.98142.01811,30615.60
20232,742,0163,076,6485,829,7026,234,7941,442,0442,620,160115.70117.87430,70815.03
20224,054,224—(4,363,421)—3,253,4531,039,58894.85111.34432,98514.51
20217,183,068—8,887,546—3,175,1093,773,473152.40163.61515,69112.49

(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:

YEARCEONON-CEO NEOs
2025Angela L. KleimanBarb M. Pak, Rylan K. Burns, and Anne Morrison
2024Angela L. KleimanBarb M. Pak, Rylan K. Burns, and Anne Morrison
2023Michael J. Schall and Angela L. KleimanBarb M. Pak, Adam W. Berry and Anne Morrison
2022Michael J. SchallAngela L. Kleiman, Barb M. Pak, Adam W. Berry and Anne Morrison
2021Michael J. SchallAngela L. Kleiman, Barb M. Pak and Adam W. Berry
2026 Proxy Statement — ESSEX PROPERTY TRUST63

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:

2021 · 2022 · 2023 · 2024 · 2025
ADJUSTMENTSPEO($)AVERAGENON-PEONEOs($)PEO($)AVERAGENON-PEONEOs($)PEO(SCHALL)($)PEO(KLEIMAN)($)AVERAGENON-PEONEOs($)PEO(KLEIMAN)($)AVERAGENON-PEONEOs($)PEO(KLEIMAN)($)AVERAGENON-PEONEOs($)
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY(3,750,204)(1,350,199)(570,101)(1,631,393)———(3,034,560)(807,016)(4,733,254)(1,372,042)
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 End3,830,1881,379,019578,8981,696,781———3,711,1861,123,6935,017,1461,452,610
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 End1,444,302470,461(5,812,145)(1,611,345)1,441,3092,498,234824,8751,750,811385,600396,919105,480
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 Date180,19299,083(2,614,297)(667,908)1,646,377659,912353,241411,179124,407(516,979)(117,144)
Total Adjustments1,704,478598,364(8,417,645)(2,213,865)3,087,6863,158,1461,178,1162,838,616826,684163,83268,904

(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, 2025 and prior fiscal years.

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

(4)Amounts shown in Thousands.

(5)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.

64ESSEX PROPERTY TRUST — 2026 Proxy Statement

Narrative Disclosure to Pay Versus Performance Table

Relationship Between Financial Performance Measures

The graphs below compare the compensation actually paid to our CEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR, (ii) our Peer Group TSR, (iii) our net income, and (iv) our Core FFO per diluted share, in each case, for the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025.

TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.

Compensation Actually Paid versus Total Stockholder Return

2026 Proxy Statement — ESSEX PROPERTY TRUST65

Compensation Actually Paid versus Net Income

Compensation Actually Paid versus Core FFO per Diluted Share

66ESSEX PROPERTY TRUST — 2026 Proxy Statement

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, 2025:

  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.

2026 Proxy Statement — ESSEX PROPERTY TRUST67
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.