EQUITY RESIDENTIAL

As required by Item 402(v) of Regulation S-K, we are providing certain information regarding the Company, including compensation actually paid, as determined in accordance with SEC rules ("CAP"), to our principal executive officer ("PEO"), the average CAP paid to our non-PEO NEOs, certain financial performance measures of the Company, including Normalized FFO per share (the Company-selected measure ("CSM")), and the relationship between CAP and each of Company TSR, peer group TSR, net income and the CSM.

(1)

See the SCT on page 69 for detail on the SCT total compensation for our PEO and the average SCT total compensation for the non-PEO NEOs for 2023, 2022 and 2021. The SCT total compensation for our PEO and the average SCT total compensation for the non-PEO NEOs for 2020 were calculated from the SCT as disclosed in our Proxy Statement filed with the SEC in calendar year 2021.

(2)

Our PEO for all years reported is Mr. Parrell. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Parrell's SCT total compensation for 2023 to determine the CAP. Dividends paid are already reflected in the fair value of equity awards presented below. Assumptions made in the calculation of the valuations presented below do not differ materially from the assumptions made as of the grant date of such awards.

(3)

The non-PEO NEOs for 2023, 2022 and 2021 are Messrs. Garechana, Manelis, Brackenridge and Fenster. The non-PEO NEOs for 2020 are Messrs. Garechana, Manelis and Brackenridge and Mr. Alan George, a former executive. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the non-PEO NEOs' average SCT total compensation for 2023 to determine the average CAP. Dividends paid are already reflected in the fair value of equity awards presented below. Assumptions made in the calculation of the valuations presented below do not differ materially from the assumptions made as of the grant date of such awards.

(4)

For purposes of the Pay Versus Performance Table (the "PVP Table"), Company TSR and "Peer Group TSR" are calculated using the measurement period beginning on the last trading day of 2019, through and including the end of the fiscal year for which cumulative Company TSR or cumulative Peer Group TSR is being calculated.

(5)

The Company has selected the Nareit Equity Index for purposes of calculating Peer Group TSR for the PVP Table. The Nareit Equity Index is one of the indices used in the Company's LTI Plan and is the same Peer Group TSR reported in the performance graph found in the back cover of our 2023 Annual Report to Shareholders for the fiscal year ending December 31, 2023.

(6)

Normalized FFO is a non-GAAP measure. For additional details/definitions of Normalized FFO, including reconciliations of EPS to FFO per share and Normalized FFO per share, see the Supplemental Appendix beginning on page 97.

Relationship of CAP to Company Performance

The following graphs illustrate the relationship between the CAP to our PEO and the average CAP to our non-PEO NEOs, and (i) our cumulative Company TSR and cumulative Peer Group TSR, (ii) our GAAP net income and (iii) our Normalized FFO per share, in each case for the fiscal years ended December 31, 2020, 2021, 2022 and 2023.

CAP vs. Company TSR and Peer Group TSR

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CAP is determined to a large extent by reference to our share price on the particular day of the valuation of Share Awards and Option Awards per SEC rules. Company TSR and Peer Group TSR illustrated in the graph above are calculated using the measurement period beginning on the last trading day of 2019, through and including the end of the fiscal year for which cumulative Company TSR or cumulative Peer Group TSR is being calculated.

CAP vs. Net Income

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Net income is impacted by depreciation and gains or losses from sales of real estate, among other items. While dispositions of real estate are part of the Company's overall strategy, the Company believes the operating performance of its real estate from period to period is a more appropriate measure of its value creation. Accordingly, the Company does not consider net income as an appropriate indicator of the Company's performance and thus does not use the measure in determining executive compensation.

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CAP vs. CSM: Normalized FFO per Share

The Company believes Normalized FFO per share is an important measure of the Company's performance and thus has included it as a performance metric in determining executive compensation under both its Annual Incentive Plan and LTI Plan. See page 55 for more information on Normalized FFO per share and its significance to the Company. Under the Company's LTI Plan, the results of Normalized FFO per share are determined for each calendar year of the three-year performance period and the average of the three years is used in the final determination of the LTI Award. Thus, a portion of the CAP to the PEO and non-PEO NEOs reflected in the graph above is based on the results of Normalized FFO per share over a three-year period, in addition to the portion based on the Normalized FFO per share reported for each respective calendar year.

Even though Normalized FFO per share is an important measure for the Company, it may not always show a direct relationship to CAP for at least the following reasons, in addition to the timing considerations discussed in the previous paragraph:

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This measure is only one component of executive compensation and works in conjunction with the other performance measures comprising the Annual Incentive Plan and LTI Plan (most of which appear in the tabular list below).

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A portion of the amount of the Share Awards and Option Awards granted to the NEOs depends on the difference between the target amount or range of Normalized FFO per share set by the Compensation Committee for the year and actual results for the year. For example:

o

In 2020, target Normalized FFO per share was determined prior to the COVID-19 pandemic and was not changed, resulting in 0% of target being achieved.

o

In 2021, Normalized FFO per share far exceeded the Company's initial expectations because the Company's business did not decline as much as anticipated at the beginning of 2021 when the Company's public guidance (and executive compensation targets) were determined. This was due to management's aggressive efforts to stabilize the business and unexpectedly rapid improvement in some of our business metrics, resulting in 200% of target being achieved.

•

CAP is determined to a large extent by reference to our share price on the particular day of the valuation of Share Awards and Option Awards per SEC rules, as can be seen by the Company TSR reflected in the PVP Table.

In addition, Normalized FFO per share is a measure based on historical performance, whereas TSR measures are based on share prices, which are forward-looking. Our NEOs' compensation includes both types of measures of value creation, which do not always move in sync, especially over a calendar year period.

The below list sets forth the most important financial performance measures used by the Company to link compensation paid to the NEOs in 2023. For additional information regarding the impact these measures have on executive compensation, please see the CD&A.

Most Important Financial Performance Measures

Normalized FFO per Share

Annual Growth in Same Store NOI

Normalized G&A and Property Management Costs

Net Debt to Normalized EBITDAre

TSR Relative to Nareit Apartment Index

TSR Relative to Nareit Equity Index