DEF 14A 1 eqr-def14a_20220616.htm DEF 14A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

Exchange Act of 1934

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ | Preliminary Proxy Statement

☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑ | Definitive Proxy Statement

☐ | Definitive Additional Materials

☐ | Soliciting Material Pursuant to §240.14a-12

EQUITY RESIDENTIAL

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

☑ | No fee required

☐ | Fee paid previously with preliminary materials

☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Notice of 2022 Annual Meeting of Shareholders

April 18, 2022

Dear Fellow Shareholders,

You are cordially invited to attend Equity Residential’s 2022 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Thursday, June 16, 2022 at 8:00 a.m., Central Time, at which time shareholders of record at the close of business on March 31, 2022 will be asked to:

• | Elect eleven trustees, each to serve until our 2023 Annual Meeting of Shareholders and until his or her respective successor is duly elected and qualified;

• | Ratify our selection of Ernst & Young LLP as our independent registered public accounting firm for 2022;

• | Approve our executive compensation on a non-binding, advisory basis; and

• | Consider any other business properly brought before the meeting and any postponement or adjournment thereof.

Due to the novel coronavirus pandemic, and to support the health and safety of our shareholders and employees, the Annual Meeting will be conducted completely in a virtual meeting format, via live audio webcast. You can access the Annual Meeting at www.virtualshareholdermeeting.com/EQR2022 beginning at 7:45 a.m. Central Time using the 16-digit control number which appears on your proxy card, voting instruction form or Notice Regarding the Availability of Proxy Materials. Authenticated shareholders will be able to vote and submit questions online during the meeting via the Annual Meeting website.

Your vote is very important. Whether or not you attend the meeting, we urge you to vote as soon as possible. Instructions on how to vote are contained in the Proxy Statement.

Our Board of Trustees values your opinion as a shareholder and appreciates your continued support of Equity Residential.

Sincerely,

Mark J. Parrell

President and Chief Executive Officer

Scott J. Fenster

Executive Vice President, General Counsel and Corporate Secretary

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Table of Contents |  |

SUMMARY OF MATTERS FOR SHAREHOLDER VOTING |  | 1
OUR PURPOSE AND COMMITMENT TO ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRINCIPLES |  | 2
Company Purpose |  | 2
ESG |  | 2
GOVERNANCE OF THE COMPANY |  | 10
Corporate Governance Highlights |  | 10
Board of Trustees |  | 11
Share Ownership Guidelines |  | 20
Securities Trading Policy and Prohibition against Hedging of Company Equity Securities |  | 21
Political Contributions Policy |  | 21
Shareholder Right to Amend Bylaws |  | 21
Board Composition and Trustee Nomination Procedures |  | 22
Biographical Information and Qualifications of Trustees |  | 25
Biographical Information of Executives |  | 33
COMMON SHARE OWNERSHIP OF TRUSTEES AND EXECUTIVES |  | 36
COMMON SHARE OWNERSHIP OF PRINCIPAL SHAREHOLDERS |  | 37
COMPENSATION DISCUSSION AND ANALYSIS |  | 38
Executive Compensation Program |  | 39
2021 Performance and Compensation |  | 43
Final Results of the 2019-2021 LTI Plan – Alignment of Pay and Performance |  | 55
Benchmarking |  | 57
Compensation Clawback Policy |  | 58
COMPENSATION COMMITTEE REPORT |  | 59
EXECUTIVE COMPENSATION |  | 60
Summary Compensation Table |  | 60
Grants of Plan-Based Awards in 202 1 |  | 62
Outstanding Equity Awards at December 31, 2021 |  | 63
Option Exercises and Shares Vested During 202 1 |  | 64
Pension Benefits |  | 64
Nonqualified Deferred Compensation |  | 64
Potential Payments Upon Termination of Employment or Change in Control |  | 65
CEO Pay Ratio |  | 69
TRUSTEE COMPENSATION |  | 70
AUDIT COMMITTEE REPORT |  | 74
MATTERS FOR SHAREHOLDER VOTING |  | 75
Proposal 1 – Election of Trustees |  | 75
Proposal 2 – Ratification of Selection of the Company's Independent Registered Public Accounting Firm |  | 77
Proposal 3 – Approval of Executive Compensation |  | 79
INFORMATION ABOUT THE ANNUAL MEETING |  | 80
MISCELLANEOUS |  | 83
SUPPLEMENTAL APPENDIX |  | 84

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PROXY STATEMENT

This Proxy Statement and related proxy materials are being made available to shareholders of Equity Residential (“Equity Residential” or the “Company”) on or about April 20, 2022 in connection with the solicitation by our Board of Trustees (the “Board”) of proxies to be voted at the Company’s 2022 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Thursday, June 16, 2022 at 8:00 a.m., Central Time. Due to the novel coronavirus (“COVID-19”) pandemic, and to support the health and safety of our shareholders and employees, the Annual Meeting will be conducted completely in a virtual meeting format, via live audio webcast. The Annual Meeting can be accessed by shareholders at www.virtualshareholdermeeting.com/EQR2022.

SUMMARY OF MATTERS FOR SHAREHOLDER VOTING

At this year’s Annual Meeting, we are asking our shareholders to vote on the following matters:

Proposal 1:Election of Trustees

The Board recommends a vote FOR the election of the following nominees for trustee: Samuel Zell, Mark J. Parrell, Angela M. Aman, Raymond Bennett, Linda Walker Bynoe, Mary Kay Haben, Tahsinul Zia Huque, John E. Neal, David J. Neithercut, Mark S. Shapiro and Stephen E. Sterrett.

Proposal 2: | Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2022

The Board recommends a vote FOR this proposal.

Proposal 3:Advisory Approval of Executive Compensation

The Board recommends a vote FOR this proposal.

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OUR PURPOSE AND COMMITMENT TO ENVIRONMENTAL,

SOCIAL AND GOVERNANCE (“ESG”) PRINCIPLES

Company Purpose

Equity Residential is committed to creating communities where people thrive. We carry this, our corporate purpose, through our relationships with our customers, our employees, our shareholders and the communities in which we operate. It drives our commitments to sustainability, diversity and inclusion, total wellbeing of our employees and being a responsible corporate citizen in the communities in which we operate, which has been especially relevant when we faced unprecedented challenges like the COVID-19 pandemic.

ESG

Consistent with our Company’s purpose and forward-thinking corporate stewardship principles, our Board is committed to the incorporation of ESG initiatives in all aspects of the Company’s business. The Board understands that ESG requires an all-inclusive approach, addressing not only the Company’s impact on the environment and climate-related risks and opportunities, but also the Company’s impact on our communities, including relationships with our residents, employees and shareholders. All members of our executive management team are evaluated and compensated on their advancement of our “Equity Values,” which includes Diversity & Inclusion (“D&I”) and other ESG initiatives, as further described below.

The Company’s executive-level ESG Steering Committee oversees our ESG strategy and goals and, through the CEO, reports directly to the Corporate Governance Committee of the Board, which provides direct oversight of the Company’s ESG strategy and goals in general. At the corporate level, the Company’s cross-functional ESG Working Group manages progress on our strategy and directs communications between our functional material topic owners and the ESG Steering Committee.

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The Company has an outstanding track record in the annual Global Real Estate Sustainability Benchmark (“GRESB”) Survey, a globally-recognized third-party analysis of the ESG indicators of currently more than 1,500 real estate portfolios worldwide. GRESB named the Company a Development Sector Leader in 2021, demonstrating outstanding leadership in sustainability. The Company has been recognized as an Industry |

Leader or Sector Leader by GRESB since 2013. In addition, the Company was recognized by Newsweek as one of America’s Most Responsible Companies for the third consecutive year, a list of top performing companies in corporate social responsibility matters in the U.S. The Company was also named one of Sustainalytics’ Top-Rated ESG Companies for 2022, recognized as Regional Top Rated and Industry Top Rated for 2022.

For further information on the Company’s ESG policies and goals, please see the “Corporate Responsibility” section in the Investor portion of the Company’s website at www.equityapartments.com. The “Corporate Responsibility” section of our website also contains the Company’s 2021 Environmental, Social and Governance Report, which was published following the review and approval of the Corporate Governance Committee and includes a third-party assurance statement as well as a Global Reporting Initiative (“GRI”) Content Index. The Company continues to include Sustainability Accounting Standards Board (SASB) disclosures, aligning our targets and initiatives with the United Nations Sustainable Development Goals (SDGs), and incorporating the recommendations of the Task Force on Climate-related Financial Disclosures (“TCFD”) into our climate resiliency strategy and corporate transparency efforts. The Company has also announced its support for the TCFD standards. The 2021 ESG Report is not part of or incorporated into this Proxy Statement.

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Environmental |

The Company’s sustainability program actively manages environmental impacts and climate-related risks and opportunities through optimized, financially responsible capital investments and technologies. We methodically focus on energy, water and emissions to advance the program’s policies, targets and resilience outcomes. Together, we believe our program drives long-term asset value, responsibly manages risks and engages our communities, residents, employees and shareholders as part of our broader ESG strategy and commitment to good corporate citizenship and maximizing investment performance.

The Company has a dedicated in-house team that initiates and applies sustainable practices in all aspects of our business, including investment activities, development, property operations and property management activities. We consider building locations based on walkability, accessibility, neighborhoods and parks. We also design our communities to support amenities such as fitness centers, and we select locations near shops, restaurants, outdoor amenities such as bike/running paths and health clubs, enabling a low carbon footprint lifestyle for our residents to live, work and play.

Our Building Design Standards and Guidelines serve as the platform for integrating sustainable features into new developments and renovations of existing assets. The goal of the design standards is to provide a resource that enables our teams to create and build beautiful and resilient spaces that are functional, showcase natural materials and operate efficiently. The success of the Company in implementing sustainable building standards is reflected through the multiple certifications, including Leadership in Energy and Environmental Design (“LEED”), National Green Building Standards and GreenPoint, that our buildings have received.

By concentrating on the installation of high-efficiency fixtures and appliances in our renovation program, we help lessen the impact of our residential units on the environment. We also leverage technology to increase engagement around energy and water. In 2021, the Company expanded the

| use of Smart Home technology to 5,855 apartment units, which provides data and control to reduce water and energy use. Also in 2021, the Company rolled out a Resident Demand Response Pilot in our New York market that leverages smart meters and artificial intelligence to provide information about how and when to reduce electric usage. In 2022, we joined the U.S. Environmental Protection Agency’s (EPA) Energy

Star program as a partner, demonstrating our commitment to and integration of continuous improvement around energy management and sustainability.

We seek to offset a considerable amount of building energy use with on-site clean and renewable energy, including solar photovoltaic (“PV”), solar thermal and cogeneration, where it is physically possible and financially viable. As of December 31, 2020, approximately one-third of our properties feature some source of on-site clean or renewable energy. Since 2019, the Company has completed over two dozen new rooftop solar PV projects, deploying onsite renewable energy, reducing greenhouse gas (“GHG”) emissions and improving site resilience. The Company continues to identify and develop new opportunities to reduce GHG emissions at our properties, and as

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described below, the Company has established transparent science-based emission reduction targets to generate greater accountability in this regard.

The Company also considers climate change risks in making investment decisions to acquire and develop properties. As part of our proactive measures to increase awareness and preparedness for the potential future impact from climate change, the Company completed resilience assessments of our Boston portfolio and our Los Angeles portfolio. Through these assessments, we have developed a strategy and methodology for assessing climate resilience that will be expanded in 2022 to our full portfolio and potential investment opportunities. In addition, the Company partners with cities and local governments, through organizations like the Boston Green Ribbon Commission, to develop climate resilience plans and strategies for fighting climate change. We aim to make climate resilience a key driver in our overall business strategy in order to mitigate risks and identify long-term value creation opportunities.

It is important to our Company that our partners also implement sustainability measures in their operations. To that effect, we have published a Vendor Sustainability Policy that outlines our expectations for the environmental and social practices for all our suppliers. In addition, since 2019 the Company’s new commercial leases and renewals generally contain green leasing terms which aim to increase recycling efforts, encourage biodegradable material use and reduce overall waste.

Sustainability has been a focus of the Company for more than a decade. We expect to meaningfully enhance our activities and disclosure in this area over time to ensure that our people and our planet continue to thrive.

*Due to the timing of the Company’s ESG report, metrics are reported as of the 2020 fiscal year.

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Social Responsibility |

Our commitments to our employees’ engagement, diversity and inclusion and health and safety, as well as our commitments to the success of our neighboring communities, serve as the foundations of our corporate purpose. The Board, primarily through its Compensation Committee, provides oversight of human capital management, highlighting its paramount importance. We have assembled an Equity Values Council, a group comprised of representatives from every market where we do business, to lead efforts on the Company’s core “Equity Values” of D&I, Social Responsibility, Sustainability and Total Wellbeing by acting as change agents to drive initiatives, create goals and awareness and encourage colleagues to participate in community service activities and wellness initiatives.

Diversity & Inclusion (D&I)

To continue to foster the importance of a respectful work experience, the Company actively trains its workforce regarding the Company’s Code of Ethics and Business Conduct, which, in addition to establishing robust anti-bribery and anti-money laundering provisions and similar governance-related matters, also sets forth the Company’s diversity policy. We put D&I into action by creating a culture of involvement, respect and connection where all employees’ voices are heard. Our goal is

| to create and sustain an inclusive environment where diversity will thrive, employees will want to work and residents will want to live. Our vision of diversity includes race, gender, age, generation, sexual orientation, physical ability and ethnicity, among others. To further prioritize the importance of our D&I efforts, our executives’ annual compensation goals include an evaluation of objective metrics measuring our Company’s progress in this regard. The Company acknowledges that improving D&I in our

business will require a long-term, sustained effort. We are committed to this effort and to the goal of giving all of our employees the opportunity to thrive. In 2021, the Company provided a number of activities in support of D&I, as highlighted below.

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Employee Engagement, Development and Wellbeing

In 2021, we transitioned to a new Employee Experience Survey that measures employee engagement and D&I, among other components of the employee experience. Our 2021 engagement score of 79% favorability is very strong, especially given the COVID-19 pandemic and the uncertainty surrounding it. In fact, our engagement score is consistent with the average engagement score for businesses placing in the top 25% of our vendor’s book of business (consisting of 402 projects across 284 separate clients) based on their engagement results. Our D&I score of 83% demonstrates an increase in employee favorability for the initiatives we have undertaken in this regard, leading to a greater sense of belonging.

We are committed to providing our employees with encouragement, guidance, time and resources to learn and apply the skills required to succeed in their jobs. Our internal Organization and Talent Development (“OTD”) team is interspersed throughout our markets and works regularly with employees to expand their knowledge and skills. OTD develops and delivers a wide range of

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training and development opportunities, from tactical to strategic, face-to-face to virtual, social learning to self-directed learning, and more. In 2021, each employee completed an average of approximately 15 hours of dedicated learning at a Company expenditure of approximately $1,2 00 per employee.

We also are committed to providing the tools and resources to help our employees achieve total wellbeing. Whether physical, financial, career, social or community wellbeing, Equity Residential offers benefits to help meet our employee needs. During the ongoing COVID-19 pandemic, the Company continued to support our employees by providing a comprehensive online guide designed as a single place for employees to access information on vaccines, critical benefits and resources; establishing a requirement for all employees to be fully vaccinated against COVID-19 (or receive an approved accommodation); and ensuring a plentiful supply of personal protective equipment and cleaning supplies for our employees.

Since 2019, the Company has partnered with Employees1st to establish a crisis fund for our employees struck by personal hardships or unforeseen disasters. The Company contributed additional funds to the Employees1st crisis fund in 2020 and 2021 to further support employees who experienced hardship as a result of the ongoing COVID-19 pandemic. Equity Residential is committed to providing the resources and opportunities for all of our employees to thrive.

Equity Residential in the Community

We give every employee eight hours of paid time each year to spend doing service projects in their community. In a typical year, employees spend thousands of hours on these activities, which range from fundraisers to food drives. Some of the groups we supported in 2021 include Arlington Partnership for Affordable Housing, California Hospital Medical Center Foundation, Connections for Abused Women and Their Children, FreshFarms Markets, Future Founders Foundation, Greater Chicago Food Depository, Hispanic Alliance for Career Development, Housing Industry Foundation, Link Unlimited Scholars, Meals on Wheels of Los Angeles, Inc., Move for Hunger, Robert H. Lurie Comprehensive Cancer Center of Northwestern University and San Francisco Housing Action Coalition.

In addition, the Company is a member of the Coalition of Women's Initiatives in Law, a non-profit membership association whose goal is to foster career advancement and professional development, promote dialogue and provide a support network among members and help address the many issues facing women lawyers and women’s initiatives today. The Company is also a sponsor of the Goldie B. Wolfe Miller Women Leaders in Real Estate Initiative, whose mission is to prepare women for senior leadership roles in all sectors of commercial real estate by providing scholarship support for graduate study, mentorship and networking opportunities to women with high potential who are committed to becoming leaders in the real estate industry. Equity Residential is committed to helping our communities thrive.

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Governance of the Company

Corporate Governance Highlights

The Company is dedicated to establishing and maintaining high standards of corporate governance. The Board has implemented many corporate governance measures over the years designed to serve the interests of our shareholders and further align the interests of trustees and management with those of our shareholders. The following are some of the Company’s governance highlights:

√ 8 of 11 Trustee Nominees are Independent √ 27% of Trustee Nominees identify as women; Corporate Governance and Compensation Committee chairs identify as women √ 27% of Trustee Nominees identify as racially/ethnically diverse √ Annual Election of Trustees by Majority Voting √ Independent Lead Trustee √ Independent Board Committees √ Separate Chairman & CEO √ Trustee Executive Sessions without Management √ Risk Oversight by Board and Committees √ Authority for Board to retain outside advisors √ Annual Rigorous Board Evaluation Process √ Ongoing Board Refreshment Process √ Ongoing Executive Succession Planning √ No Employment Agreements with Executives √ Executive Compensation Driven by Objective Pay for Performance Philosophy | √ Active Shareholder Engagement √ No Shareholder Rights Plan √ Bylaws include Proxy Access Nominating Provisions and Shareholder Right to Amend Bylaws √ Annual GRI-indexed ESG reporting √ Disclosure of Political Contributions Policy and Expenditures √ Internal Disclosure Committee for Financial Reporting √ Meaningful Share Ownership Guidelines for Trustees and Executives √ Prohibition against hedging of Company shares √ Clawback policy for performance-based executive compensation √ Double-trigger equity compensation vesting in the event of a change in control under the 2019 Share Plan (defined below)

KEY CORPORATE GOVERNANCE DOCUMENTS
Please visit the Company’s website at www.equityapartments.com in the Investor section under “Corporate Governance” or “Corporate Responsibility” to view the following documents:
| • Declaration of Trust | • Code of Ethics and Business Conduct |
| • Bylaws | • Political Contributions Policy |
| • Committee Charters | • Executive Compensation Clawback Policy |
| • Corporate Governance Guidelines | • ESG Report |
These documents are also available free of charge by writing to Equity Residential, Two North Riverside Plaza, Suite 500, Chicago, Illinois 60606, Attn: Corporate Secretary or by contacting Investor Relations by phone (1-888-879-6356) or e-mail (investorrelations@eqr.com). No information contained on the Company’s website is part of or incorporated into this Proxy Statement.

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Board of Trustees

Our business and affairs are managed under the direction of the Board of Trustees. Members of the Board are kept informed of the Company’s business through discussions with the Chairman, the Chief Executive Officer and other officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees. Board members have complete access to the Company’s management team and our independent registered public accounting firm.

The Board’s Role in Overseeing Corporate Strategy for Long-Term Value Creation

The Board is deeply involved in the development and oversight of the Company’s long-term strategy: to own and operate an apartment portfolio that has the highest long-term risk adjusted returns with an emphasis on consistently growing cash flow over time. The Board routinely engages with Company management on the components of this strategy, such as identification of markets, renter preferences, regulatory risks, operating focus, use of technology, allocation of capital, employee engagement and the management of ESG risks and opportunities that affect the Company’s business and the communities within which the Company conducts business. Over the last two years, the Board has also been deeply involved with management in assessing the impact of the COVID-19 pandemic on the Company’s strategy.

Market Visits and Trustee Education

To stay connected with local aspects of Company strategy, the Board typically conducts at least one of its regularly scheduled quarterly meetings each year in one of the Company’s markets as opposed to at Company headquarters in Chicago. At these market-focused meetings, the Board visits apartment communities owned by the Company as well as those owned by the Company’s competitors, with opportunities to engage with and receive presentations from local employees. The Board also tours the market in general to investigate market risk factors, including growth trends, employment levels, environmental, climate and resiliency factors, regulatory issues and other important aspects of Company strategy. The Board’s opportunity to engage with local employees also ensures that the Board remains deeply connected to the Company’s culture. In recent years, the Board has held these market-based meetings in Washington, D.C., Los Angeles, San Francisco, New York and Seattle and, while these visits were paused due to the COVID-19 pandemic, the Board intends to resume them in 2022.

In addition to market visits, many regular quarterly Board meetings include educational briefings from management regarding a wide variety of strategic initiatives, ranging from technology initiatives and cybersecurity projects to investment policies, D&I initiatives and more, and from outside subject matter experts regarding topics such as the political landscape and the regulatory environment.

The Company also provides an orientation program for new trustees, which includes an overview of duties and our corporate governance policies, opportunities to take tours of Company properties, as well as one-on-one sessions with each member of executive management on the Company’s strategy and industry.

Please see the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 17, 2022 for a detailed discussion of the Company’s strategy, aspects of which are reviewed by the Board at every quarterly meeting.

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Board Leadership Structure

Since the Company’s initial public offering in 1993, we have separated the roles of Chairman of the Board and Chief Executive Officer. Samuel Zell has served as Chairman since our initial public offering in August 1993 and is uniquely qualified to serve in this role. Mr. Zell is recognized as one of the founders of today’s public real estate industry after creating two of the largest REITs in the country: the Company, which has delivered a 12.9% annualized total shareholder return from its IPO in August 1993 through December 31, 2021, and Equity Office Properties Trust, which delivered a 17.4% annualized total shareholder return from its IPO in July 1997 through its sale in February 2007. Mr. Zell also founded Equity LifeStyle Properties, Inc. (NYSE: ELS), one of the largest REITs in its sector and one that has delivered a 17.0% annualized total shareholder return from its IPO in February 1993 through December 31, 2021.

As our Chairman, Mr. Zell presides over meetings of the Board, stewards the Company, counsels senior management regarding strategy and provides them with a network of resources across the industry. His devotion of time and almost daily interaction with the Company’s executives regarding strategy, balance sheet management, culture and other high level matters and his attendance at meetings with investors worldwide (or virtually) at the Company’s request, together with his hands-on approach to accessing new investors, governmental relations, crisis management, corporate governance, strategic planning and deal execution provide the Company with unmatched transaction opportunities, ability to attract investment and strategic vision which may not otherwise be available to us.

Mark J. Parrell, our President and CEO, sets the strategic direction for the Company under the direction of the Board, is responsible for the day-to-day leadership and performance of the Company and sets the agenda for Board meetings in consultation with the Chairman and our independent Lead Trustee. See page 28 for biographical information regarding Mr. Parrell. We believe the Company is well-served by our current leadership structure.

Lead Trustee

Stephen E. Sterrett has been the Company’s Lead Trustee since June 2020. See page 32 for biographical information regarding Mr. Sterrett. Duties as Lead Trustee include:

• Engaging in consistent and regular communication with the CEO regarding the Board’s oversight responsibilities • Ensuring that the Board performs its annual evaluation of the CEO’s performance • Presiding at all executive sessions of independent trustees and any Board meetings in the unlikely event the Chairman is not present | • Serving as liaison between the Chairman and the other trustees • Participating with the CEO in planning and setting agendas for Board meetings • Determining with the CEO the necessary information trustees should receive regarding matters to be discussed at Board meetings

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Meetings

In 2021, the Board held seven meetings, with 99% average attendance. No trustee nominees attended fewer than 86% of the total number of meetings held by the Board and all committees of the Board on which such trustee served. Eleven trustees attended the 2021 Annual Meeting of Shareholders. Board members are expected to attend all meetings of the Board and committees of which they are members, as further described in the Company’s Corporate Governance Guidelines.

Executive Sessions

Pursuant to the Company’s Corporate Governance Guidelines, the non-employee trustees of the Board meet in regularly scheduled executive sessions without management. The independent trustees also meet in executive session at least once a year. In 2021, the non-employee trustees held three executive sessions, and the independent trustees held one executive session.

Board Independence and Consultants

The Company’s Corporate Governance Guidelines require that a majority of its trustees be independent within the meaning of The New York Stock Exchange (“NYSE”) listing standards, and 73% of the trustees nominated herein are independent. The Board and each of the key committees – Audit, Compensation and Corporate Governance – also have authority to retain, at the Company’s expense, outside counsel, consultants or other advisors in the performance of their duties.

Board Committees

The Board has key standing Audit, Compensation and Corporate Governance Committees, which are comprised entirely of trustees who meet the independence and, with respect to the Audit Committee, the financial literacy requirements of the NYSE listing standards. The Board also has an Executive Committee. The current members of these committees, the principal responsibilities of each committee and the number of meetings held in 2021 are described below. For a discussion regarding the allocation of risk oversight among the Audit Committee, Compensation Committee and Corporate Governance Committee, see “The Board’s Role in Risk Oversight” below.

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AUDIT COMMITTEE
Key Responsibilities •Provides assistance to the Board in fulfilling its responsibilities with respect to oversight of the integrity of the Company’s financial statements, compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications, performance and independence and the performance of the Company’s internal audit function •Appoints and replaces the independent registered public accounting firm, which reports directly to the Audit Committee, approves the engagement fees of the independent registered public accounting firm and pre-approves the audit services and any permitted non-audit services provided to the Company •Reviews the scope of audits as well as the annual audit plan •Evaluates matters relating to the audit, including critical audit matters (CAMs), and internal controls of the Company •Reviews and approves all related party transactions •Reviews the Company’s enterprise risk management program •Oversees the Company’s cybersecurity, data privacy and other information technology risks and strategies to protect the Company’s business systems and information The Company’s senior internal audit officer reports to the Audit Committee and the Audit Committee reviews and approves the internal audit annual work plan. The Audit Committee holds separate executive sessions, outside the presence of senior management, with the Company’s independent registered public accounting firm and the Company’s senior internal audit officer. No member of the Audit Committee served on more than one other public company audit committee during 2021. |  | Members John E. Neal, Chair* Angela M. Aman* Linda Walker Bynoe* Tahsinul Zia Huque Stephen E. Sterrett* *Audit Committee Financial Expert under NYSE listing standards and SEC rules Number of Meetings in 2021: 8

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COMPENSATION COMMITTEE
Key Responsibilities •Reviews the Company’s general compensation philosophy •Oversees the Company’s compensation programs and practices, including incentive and equity-based compensation plans, and reviews and approves executive compensation plans in light of corporate, business unit and individual goals and objectives •Evaluates the performance of the CEO in light of the above criteria and recommends the CEO’s compensation level based on such evaluation •Reviews and approves the CEO’s evaluation of the performance of executives reporting to him before approving their compensation •Reviews compensation, bonuses and other related benefits and policies for Company employees •Oversees the Company’s executive succession and development plans •Oversees the Company’s policies and strategies related to human capital management, including D&I and other development initiatives, pay equity and employee engagement The Compensation Committee may form subcommittees consisting of at least two members for any purpose that the Compensation Committee deems appropriate and may delegate to such subcommittees such authority as the Compensation Committee deems appropriate, provided that the Compensation Committee may not delegate to a subcommittee any authority required by any law, regulation or listing standard to be exercised by the Compensation Committee as a whole. |  | Members Mary Kay Haben, Chair Raymond Bennett Connie K. Duckworth* Mark S. Shapiro Stephen E. Sterrett *Retiring as of the Annual Meeting Number of Meetings in 2021: 6

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CORPORATE GOVERNANCE COMMITTEE
Key Responsibilities •Establishes criteria for recommending candidates for election or reelection to the Board and its committees, considering issues and making recommendations concerning the size, composition, organization and effectiveness of the Board •Establishes and oversees procedures for the annual assessment of Board, committee and trustee performance •Evaluates issues of corporate governance and shareholder proposals relating to governance matters and making recommendations to the Board regarding the Company’s governance policies and practices, including its Corporate Governance Guidelines •Reviews and approves the Company’s annual ESG report and provides oversight of the Company’s overall ESG strategy, as further described beginning on page 2 •Identifies individuals qualified to become Board members and considers nominees for trustee suggested by shareholders in written submissions to the Company’s Corporate Secretary as further described in “Board Composition and Trustee Nomination Procedures” below |  | Members Linda Walker Bynoe, Chair Connie K. Duckworth* Mary Kay Haben Mark S. Shapiro *Retiring as of the Annual Meeting Number of Meetings in 2021: 4

EXECUTIVE COMMITTEE
Key Responsibilities •Has authority to approve proposals to acquire, develop, dispose of and finance investments for the Company up to certain dollar amount thresholds, with transactions in excess of these dollar amount thresholds requiring approval by the full Board |  | Members Samuel Zell, Chair Mark J. Parrell John E. Neal David J. Neithercut Stephen E. Sterrett Number of Meetings in 2021: 4

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The Board’s Role in Risk Oversight

While risk management is primarily the responsibility of management, the Board provides overall risk oversight, both directly and through its committees, to identify and assess the major risks the Company faces, and the policies and procedures for monitoring and controlling such risks.

Board of TRUSTEES
Audit Committee |  | Compensation Committee |  | Corporate Governance Committee
Reviews financial, accounting, tax and internal control risks, in accordance with NYSE requirements. Responsible for the Company’s enterprise risk management efforts, including insurance programs, and Code of Ethics and Business Conduct. Oversees data privacy and cyber-related risks faced by the Company. |  | Responsible for overseeing the management of risks relating to the Company’s leadership, management succession planning, human capital management (including D&I) and compensation philosophy and programs. |  | Reviews the Company’s ESG risks. Responsible for ensuring that the Board has the right mix of skills, experience and diversity to perform all of its duties, including its overall risk oversight function.
Management Day-to-day identification and management of risks

Each of these committees meets with and reviews material from management and internal audit (as applicable) and reports to the Board, thereby keeping the entire Board fully informed and in a position to administer its overall risk management oversight responsibilities. All committee materials from management are made available to all trustees, not just those who serve on the applicable committee, and all trustees are invited to attend all committee meetings. Furthermore, at most regularly scheduled Board meetings, the Board reviews key matters relating to the Company’s finances, liquidity, operations and investment activity. The Board is also highly engaged with management in the oversight of risks relating to the COVID-19 pandemic.

Cybersecurity

The Audit Committee is primarily responsible for oversight of the risk management process related to cybersecurity. The Audit Committee meets no less often than annually with senior information technology (“IT”) personnel to discuss the Company’s strategy to defend its business systems and information against cyber attacks as well as the Company’s efforts to comply with data privacy laws such as the California Consumer Privacy Act, and typically discusses recent trends in cyber risks quarterly. Certain risks relating to cybersecurity are also discussed with the full Board.

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The Company may periodically collect and store personally identifiable information of our residents and prospective residents in connection with our leasing activities, and of our employees and their dependents. The Company address es potential breaches or disclosure of this confidential personally identifiable information by implementing a variety of security measures intended to protect the confidentiality and security of this information including (among others): (a) engaging reputable, recognized firms to help us design and maintain our information technology and data security systems; (b) conducting periodic testing and verification of information and data security systems, including performing ethical hacks of our systems to discover where any vulnerabilities may exist; (c) providing periodic employee awareness training around phishing and other scams, malware and other cyber risks; and (d) systematically deletin g personally identifiable information that no longer is required. Employees are required to complete the full IT security training curriculum every other year as well as an annual refresher course. In addition, the Company conducts monthly phishing tests on all employees, and any employee that fails is enrolled in a phishing refresher course. To ensure employees prioritize this training, multiple failures can result in further education, a negative adjustment to compensation and/or further disciplinary action. From time to time, the content of these internal IT security training courses is shared with the Board.

The Company also has a cyber liability insurance policy to provide some coverage for certain risks arising out of data and network breaches and data privacy regulations which provides a policy aggregate limit and a per occurrence deductible. Cyber liability insurance generally covers, among other things, costs associated with the wrongful release, through inadvertent breach or network attack, of personally identifiable information. In addition, the Company maintains a disaster recovery plan for our internal IT systems and makes regular updates to our security incident plan.

Assessment of Board Performance and Board Processes

Recognizing the importance of a rigorous self-evaluation process to allow boards to assess their performance and identify and address any potential gaps in the boardroom, the Board conducts an annual self-assessment of the performance of the full Board, individual Board members and Board committees. The Chair of the Corporate Governance Committee (the “Governance Chair”) is responsible for leading the evaluation process, which takes place in advance of the annual consideration of trustee nominees.

For the 2021 assessment, the Governance Chair conducted a confidential and in-depth interview with each of the trustees to solicit their feedback on Board and individual trustee performance. In addition, the Governance Chair sought and received feedback from Mr. Parrell on the executive team’s interactions with the Board and individual trustees. Following that, the Governance Chair shared with each trustee individually his or her own evaluation and provided the full Board and committees with feedback on their performance. The Lead Trustee interviewed each of the trustees about their evaluation of the Governance Chair and provided the Governance Chair with feedback on performance. This annual evaluation process provides a way to track progress in certain areas targeted for improvement from year to year and to identify opportunities to enhance the Board’s and committees’ effectiveness. The assessments confirm whether the current Board leadership and structure continue to be optimal for the Company, affirm whether trustees have sufficient time to devote their attention to the Company notwithstanding their other commitments and are an important factor taken into account by the Corporate Governance Committee in making its recommendations to the Board regarding trustee nominees.

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Management Development and Succession

The Board’s goal, through the oversight of the Compensation Committee, is to have an ongoing program for executive leadership development and succession for executive management. As reflected in the Company’s Corporate Governance Guidelines, the Compensation Committee discusses the CEO’s recommendations for management development and succession for the Company’s other executives. Additionally, the Compensation Committee oversees long range plans for management development and succession for the CEO.

The Board’s executive succession plan involves conducting regular talent reviews, creating profiles of ideal candidates and selecting potential successors expected to fit the needs of the Company over time. In implementing these plans, the Board believes that, at its core, succession planning: (i) is a board-driven, collaborative and continuous process; (ii) should take into account the Company’s long-term strategic goals; and (iii) involves building a diverse and inclusive, talent-rich organization by attracting and developing the right people. Individuals who are identified as high potential leaders are given exposure and visibility to Board members through formal presentations and informal events.

Furthermore, for 2021, certain of our executives’ performance assessments for purposes of compensation included development or succession planning-related factors. 25% of the assessment of the CEO’s annual performance and 10% of the assessment of the other executives’ annual performance were based on individual goals (“Individual Goals”) that include development, succession or leadership-oriented goals. In addition to their review of executive development and succession, the Board is regularly updated on key talent indicators for the overall workforce, including diversity and other development programs.

These succession planning efforts by the Board guided the Company through the full retirement or transition of the executive team over the last four years. The long-term employees who now comprise our executive team were identified through this process and given exposure and visibility to the Board over many years, followed by a smooth transition period assisted by their retiring and/or transitioning predecessors. The Board was intensively involved in evaluating each of these executives prior to their promotions and had an extensive opportunity to observe each executive through presentations they gave to the Board and its committees as well as through significant informal contact.

Certain Relationships and Related Transactions

The Company has adopted a Code of Ethics and Business Conduct that applies to all trustees and employees. The purpose of the Code of Ethics and Business Conduct is to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by the Company; and (iii) compliance with all applicable rules and regulations that apply to the Company and its officers, employees and trustees.

The Audit Committee has responsibility for reviewing the Company’s written policies relating to the avoidance of conflicts of interest and reviewing any proposed related party transactions. Pursuant to such policy, in May 2019 the Audit Committee, consisting solely of independent trustees, approved a transaction whereby ERP Operating Limited Partnership (the “Operating Partnership”), of which the Company is the general partner, leases its corporate headquarters pursuant to a lease from an entity controlled by Mr. Zell. The lease term expires on November 30, 2032 and contains

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two five-year extension options. In connection with this lease renewal, the Company reduced both the amount of square footage it leases and the total rent payable. Wh ile the rules of the SEC classify this lease as a “related-party transaction,” the Company deems the lease to be immaterial and no different than any other office lease transaction that the Company could have entered into on arm’s-length terms at the same time. Specifically, an independent commercial office brokerage firm who surveyed the market and provided substantial market data confirmed in a report to the Audit Committee that the terms of the proposed lease renewal are competitive with those that could be obtained in the marketplace in an arm’s-length third party transaction. In addition, the Audit Committee noted that locating the Company’s headquarters in close proximity to the office location of the Chairman of the Board is especially beneficial to the Company, its shareholders and the Board. Furthermore, the lease does not, in the opinion of t he Company and the independent trustees, affect Mr. Zell’s ability to act in the best interests of the Company and it s shareholders as the amount of lease income is insignificant for Mr. Zell in relation to his considerable net worth. Amounts incurred by the Company for the office lease and related office f acility services in 2021 totaled $1,664,951.

Trustee Resignation Policies

The Company has a majority vote standard for the election of trustees in uncontested elections with a trustee resignation policy which requires that any trustee nominee who is not elected by a majority of votes cast must promptly tender his or her resignation to the Board. The Board would then decide within 90 days following certification of the shareholder vote, through a process managed by the Corporate Governance Committee and excluding the nominee in question, whether to accept or reject the tendered resignation, or whether other action is recommended. The Board would promptly publicly disclose its decision and rationale.

The Board has adopted a policy that requires each non-employee trustee to submit an offer of resignation from the Board upon a material change in employment or responsibilities. The Corporate Governance Committee has responsibility for assessing whether such change would impair the trustee’s ability to continue to serve effectively on the Board and recommending whether any such offer should be accepted by the Board.

Share Ownership Guidelines

In keeping with its belief that aligning the financial interests of the Company’s executives and trustees with those of the shareholders will result in enhanced shareholder value, the Board has established the following executive and trustee share ownership guidelines:

Position | Minimum Share Ownership
Trustees | 5x cash retainer
CEO | 6x base salary
Executive Vice Presidents | 3x base salary
Senior Vice Presidents | 1x base salary

Executives have five years and trustees have three years from appointment or promotion to comply with the ownership requirements. In 2021, all of our trustees, executives and senior officers had met their respective share ownership requirements or were in the permitted time frame to achieve such ownership.

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The following equity interests count toward fulfillment of ownership guidelines provided that such equity interests have not been pledged as security for a financing obligation:

• | Company shares;

• | Partnership interests in the Operating Partnership (“OP Units”);

• | Options to purchase Company shares (“Option Awards”) valued using a current Black-Scholes model; and

• | Restricted shares in the Company and restricted units in the Operating Partnership granted in connection with compensation awards, including under the LTI Plan, as hereinafter defined. Restricted units are partnership interests that are convertible on a one-for-one basis into OP Units subject to certain vesting and other tax restrictions. Restricted shares and restricted units are collectively referred to in this Proxy Statement as “Share Awards.”

Securities Trading Policy and Prohibition against Hedging of Company Equity Securities

The Company’s Securities Trading Policy sets forth guidelines and restrictions applicable to trustees and officers of the Company regarding transactions involving Company equity securities. Pursuant to this policy, the Company imposes a trading moratorium on all trustees and officers at a vice president level and above in advance of earnings releases, and otherwise trustees and all employees are restricted from trading whenever they have knowledge of material non-public information such as material transactions or materially impactful cyber breaches. Among other things, this policy also prohibits our trustees and executives from selling any Company equity securities if the security is not owned by the individual at the time of sale (commonly called a "short sale"). This policy further prohibits trustees and executives from purchasing financial instruments that are designed to hedge or offset any decrease in the market value of their Company equity securities. The Company’s Code of Ethics and Business Conduct prohibits employees from engaging in short-term speculation in Company securities or engaging in any transaction in which he or she profits if the value of Company securities falls.

Political Contributions Policy

The Company has a robust policy governing political expenditures. Under the policy approved by the Board, any political spending by the Company must be legitimately linked to the Company’s business purposes and strategic intent, approved by the Chief Executive Officer, and reviewed annually by the Corporate Governance Committee. The policy, together with a disclosure on the amount spent under the policy during the previous calendar year, is available on the Company’s website at www.equityapartments.com in the Investor section under “Corporate Governance.”

Shareholder Right to Amend Bylaws

In response to a shareholder proposal and following significant engagement with shareholders holding more than 50% of the Company’s outstanding shares in the aggregate, Article XIV of the Company’s Bylaws was amended in 2017 to permit shareholders to amend the Bylaws by the affirmative vote of the holders of a majority of the outstanding common shares of the Company pursuant to a proposal submitted for approval at a duly called annual meeting or special meeting of shareholders by a shareholder, or group of up to five shareholders, owning 1% or more of the Company’s outstanding common shares continuously for at least one year. A shareholder proposal submitted under Article XIV may not alter or repeal (i) Article XII of the Bylaws, which provides for indemnification of trustees and officers of the Company or (ii) Article XIV of the Bylaws, which addresses procedures for amendment of the Bylaws, without the approval of the Board. The

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foregoing is a summary of Article XIV of the Company’s Bylaws and is qualified in its entirety by the text of that section. Since the adoption of the aforementioned amendment to Article XIV of the Company’s Bylaws, the trustees serving on the Board’s Corporate Governance Committee have received an average voting approval percentage of over 9 8%, which the Company believe s is an indication of its shareholders’ overwhelming support for this provision.

Board Composition and Trustee Nomination Procedures

Trustee Qualifications and Diversity

The Company’s Corporate Governance Guidelines set forth the Board’s policies for the desired attributes of trustees and the Board as a whole. The Board will seek to ensure that a substantial majority of its members are independent within the NYSE listing standards. Each member of the Board must possess the individual qualities of integrity and accountability, informed judgment, financial literacy and high performance standards and must be committed to representing the long-term interests of the Company and its shareholders.

The Board values diversity in its broadest sense, reflecting, but not limited to, diversity by profession, geography, gender, ethnicity, skills and experience, and believes that as a group, the nominees bring a diverse range of thought and perspectives to the Board’s deliberations that improves decision-making, risk oversight and innovation. As a general matter, the Board does not believe it should create a mandatory retirement age for trustees or establish term limits for trustee service, instead preferring to rely upon its evaluation procedures as the primary method of ensuring that each trustee continues to act in a manner consistent with the best interests of the Company and its shareholders.

Identifying and Evaluating Nominees

The Corporate Governance Committee regularly assesses the appropriate number of trustees comprising the Board, and whether any vacancies on the Board are expected due to retirement or otherwise. The Corporate Governance Committee considers suggestions of potential trustee candidates made by current Board members, shareholders, professional search firms or other persons. The Corporate Governance Committee may consider those factors it deems appropriate in evaluating trustee candidates, including: judgment, skill, diversity, strength of character, familiarity with businesses and organizations comparable in size or scope to the Company, experience and skill relative to other Board members and specialized knowledge or expertise. The evaluation also includes a critical review of annual performance assessments, as previously described. Furthermore, as also described above, the evaluation includes a review of whether trustee candidates have time available to devote to Board service. Of particular importance to the Company’s strategy are skills and experience relating to real estate; finance and capital markets; innovation, technology and cybersecurity risks; marketing and consumer insight; risk management; ESG; political and reputational risk; and corporate leadership in general.

Each of the members of the Corporate Governance Committee, as well as all or substantially all of the other trustees, including the Chief Executive Officer, interview potential candidates that the Corporate Governance Committee has deemed qualified and appropriate. If the Corporate Governance Committee determines that a potential candidate meets the needs of the Board, and has the qualifications as set forth in the Company’s Corporate Governance Guidelines, it will recommend the nomination of the candidate to the Board.

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Shareholder Nominees

The Corporate Governance Committee will consider properly submitted shareholder nominees for election to the Board and will apply the same evaluation criteria in considering such nominees as it would to persons nominated under any other circumstance. A shareholder wishing to submit to the Corporate Governance Committee a potential nominee for election to the Board for its consideration should follow the following procedures:

Pursuant to the Company’s Bylaws, a shareholder of the Company who is a shareholder of record at the record date set by the Board for the purpose of determining shareholders entitled to vote at the annual meeting, at the time of giving notice (as described in this paragraph) and at the time of the annual meeting, and who is entitled to vote at such meeting, may nominate individuals for election to the Board if the shareholder complies with the following requirements. First, the shareholder must give the Corporate Secretary of the Company timely written notice of nomination. Generally, notice will be timely if it is delivered not earlier than the 150th day, nor later than 5:00 p.m., Central Time, on the 120th day, prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting. Accordingly, for the Company’s annual meeting in the year 2023, the Corporate Secretary must receive the notice not earlier than November 19, 2022 and not later than 5:00 p.m., Central Time, on December 19, 2022. The notice must set forth certain information as to each individual the shareholder proposes to nominate, information with respect to Company security ownership by the shareholder giving such notice, and, to the extent known by the shareholder giving notice, the name and address of any other shareholder supporting the nominee for election. The foregoing is a summary of Article II, Section 13 of the Bylaws of the Company and is qualified in its entirety by the text of that section.

The Company’s shareholders also possess the right to nominate candidates to the Board through proxy access provisions of the Company’s Bylaws. The Bylaws permit a shareholder, or group of up to 20 shareholders, owning 3% or more of the Company’s outstanding common shares continuously for at least three years, to include in the Company’s annual meeting proxy materials trustee nominations for up to 20% of the seats on the Board, subject to the other terms and conditions of the Bylaws. The foregoing is a summary of Article II, Section 16 of the Bylaws of the Company and is qualified in its entirety by the text of that section. Electronic copies of the Bylaws are available on the Company’s website at www.equityapartments.com in the Investor section under “Corporate Governance,” and hard copies are available free of charge by writing to Equity Residential, Two North Riverside Plaza, Suite 500, Chicago, Illinois 60606, Attn: Corporate Secretary or by contacting Investor Relations by phone (1-888-879-6356) or e-mail (investorrelations@eqr.com).

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Board Refreshment

The Corporate Governance Committee seeks to maintain a board that as a whole possesses the objectivity and the mix of skills and experience to provide comprehensive and effective oversight of the Company’s strategic, operational and compliance risks. The 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 trustees. In keeping with the Committee’s overall strategy for trustee succession and the appointment of new Board members, since 2015 the Board has added five new independent trustees, five trustees have retired and one trustee is retiring in June of this year.

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Set forth below is a snapshot of the composition of our Board immediately following the Annual Meeting if the eleven trustee nominees are re-elected.

GENDER DIVERSITY 27% Women | RACIAL/ETHNIC DIVERSITY 27% Diverse

INDEPENDENCE 73% Independent | TENURE OF INDEPENDENT TRUSTEES

Biographical Information and Qualifications of Trustees

Our trustees bring to the Company’s Board substantial and diverse business, real estate, governance, finance, operational and leadership experience derived from their service as senior executives and, in some cases, leaders of complex organizations, and collectively have the experience necessary to oversee and help develop the Company’s strategy and contribute to the Board’s effectiveness as a whole. The process undertaken by the Corporate Governance Committee in recommending qualified trustee candidates is described under “Board Composition and Trustee Nomination Procedures” above.

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Summary of Trustee Skills

The table below is a summary of the range of skills that each trustee nominee brings to our Board. Because it is a summary, it is not intended to be a complete description of all the qualifications, attributes and experience of each trustee nominee. Information about each trustee is presented on the following pages.

| Aman | Bennett | Bynoe | Haben | Huque | Neal | Neithercut | Parrell | Shapiro | Sterrett | Zell
CEO/CORPORATE LEADERSHIP – Experience as a CEO or other senior executive at a public or large private company. | • | • | • | • | • | • | • | • | • | • | •
FINANCE/CAPITAL MARKETS – Leadership experience as an executive in the financial services industry or other extensive experience raising capital for a large public or private company. | • |  | • |  | • | • | • | • | • | • | •
REAL ESTATE – Experience in the real estate industry and expertise in the operational and strategic issues facing large real estate companies. | • | • |  |  |  | • | • | • |  | • | •
BUSINESS OPERATIONS – Experience in managing the operations and business strategy of a major organization. |  | • |  | • | • | • | • | • | • | • | •
ENTREPRENEUR/INNOVATOR – Experience in starting a business and/or implementing disruptive/creative processes to generate growth. |  | • |  |  | • |  |  |  | • |  | •
TECHNOLOGY, DIGITAL AND/OR CYBERSECURITY – Expertise in technology, including digital platforms and new media, cybersecurity risk, cloud computing and data analytics. | • | • |  |  | • |  |  |  | • | • |
MARKETING AND CONSUMER INSIGHT – Experience in marketing, including brand and product awareness and social media. |  | • |  | • |  |  |  |  | • |  |
ENVIRONMENTAL, SOCIAL & GOVERNANCE – Experience in effective oversight of environmental, social and/or governance matters. |  |  | • | • | • |  | • | • | • |  |
FINANCIAL REPORTING/ACCOUNTING – Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements. | • |  | • |  |  | • | • | • |  | • |
PUBLIC COMPANY BOARD EXPERIENCE – Experience serving on the board of another publicly traded entity. |  |  | • | • | • | • | • | • | • | • | •

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Trustees Nominated for Re-Election

Set forth below are biographies of each of our trustees as of April 1, 2022, which include a discussion of the specific skills and expertise that led to the Board’s conclusion that such individual should serve as a trustee of the Company.

| Samuel Zell, our founder and the Company’s Chairman since our initial public offering in 1993, is Chairman of Equity Group Investments, the private entrepreneurial investment firm he founded more than 50 years ago. He is also the founder of Equity International, a private investment firm focused on real estate-related companies outside the U.S. He also serves as chairman of Equity Commonwealth (NYSE: EQC), Equity LifeStyle Properties, Inc. (NYSE: ELS) and Equity Distribution Acquisition Corp. (NYSE: EQD). Mr. Zell also served as chairman of Anixter International, Inc. until its sale to WESCO International, Inc. in June 2020 and as chairman of Covanta Holding Corporation until its sale to EQT Infrastructure in November 2021. Previously, Mr. Zell served as chairman of Equity Office Properties Trust, which was sold in February 2007 for $39 billion in the largest ever private equity transaction at the time. Mr. Zell is an active philanthropist with a focus on entrepreneurship education. Through the Zell Family Foundation, he has led the sponsorship of several leading entrepreneurship programs, including: the Zell/Lurie Institute for Entrepreneurial Studies at University of Michigan’s Ross School of Business; the Zell Fellows Program at Northwestern University’s Kellogg School of Management; and the Zell Entrepreneurship Center at the Interdisciplinary Center Herzliya (IDC). The Zell Global Entrepreneur Network (ZGEN) unites the students and alumni of these programs and actively provides them with connections, opportunities, mentorship and support. Mr. Zell also sponsors the Samuel Zell/Robert Lurie Real Estate Center at University of Pennsylvania’s Wharton Real Estate Center. Mr. Zell received a J.D. from the University of Michigan Law School. Qualifications • Over 50 years of experience as a chairman, director and executive of companies in various industries around the world • Active investor/manager of billions of dollars of global investments • Recognized as a founder of the modern REIT industry and a leading driver for increased transparency and disclosure by public companies
Samuel Zell Chairman
Age 80
Trustee since 1993

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| Mark J. Parrell has been Chief Executive Officer of the Company since January 2019 and President of the Company since September 2018. Mr. Parrell served as Executive Vice President and Chief Financial Officer of the Company from October 2007 to September 2018. Mr. Parrell was Senior Vice President and Treasurer of the Company from August 2005 to October 2007 and has held various positions within the Company’s finance group since September 1999. He is a former director of Brookdale Senior Living Inc. (NYSE: BKD), a leading operator of senior living communities throughout the United States, from April 2015 to July 2017, and served as a director of Aviv REIT, Inc. (NYSE: AVIV), a REIT that specialized in owning post-acute and long-term care skilled nursing facilities and other healthcare properties, from March 2013 until April 2015, when it merged with Omega Healthcare. Mr. Parrell serves on the Board of Directors of the Real Estate Roundtable and the 2022 Executive Board of the National Association of Real Estate Investment Trusts (“Nareit”). He is a member of the Nareit Dividends Through Diversity, Equity & Inclusion CEO Council and was Chair of the Nareit 2021 Audit and Investment Committee. He is a member of the Advisory Board for the Ross Business School at the University of Michigan, his alma mater, and is a member of the National Multifamily Housing Council (“NMHC”) and served as Chair of its Finance Committee in 2015-2016. Mr. Parrell also serves on the Board of Directors and is Chair of the Finance Committee of the Greater Chicago Food Depository and is a member of the Economic Club of Chicago. Mr. Parrell received a B.B.A. from the University of Michigan and a J.D. from the Georgetown University Law Center. Qualifications • Uniquely qualified as the CEO of the Company • Extensive hands-on experience regarding capital markets and real estate finance and investment • Sophisticated expertise in transactional, operational and regulatory matters and substantial experience as a board member of public companies
Mark J. Parrell President & CEO
Age 55
Trustee since 2019

| Angela M. Aman has served as Executive Vice President, Chief Financial Officer and Treasurer of Brixmor Property Group (NYSE: BRX), a REIT that owns and operates a national portfolio of open-air shopping centers, since May 2016. From August 2015 to May 2016, she was Executive Vice President and Chief Financial Officer of Starwood Retail Partners. She joined Retail Properties of America, Inc. in July 2011 and from January 2012 to May 2015, she served as the Executive Vice President, Chief Financial Officer and Treasurer, helping to oversee the company’s initial public offering. From June 2005 to July 2011, she was a member of the RREEF real estate securities team, serving as an analyst and later as a Portfolio Manager. From June 2001 to June 2005, she was a member of the real estate investment banking group at Deutsche Bank Securities, Inc. Ms. Aman received a B.S. in Economics from the Wharton School, University of Pennsylvania. Qualifications • Extensive experience in real estate and public company matters, including as an equity investor •Executive leadership experience and expertise in financial, governance, information technology and strategic issues facing large real estate companies • Audit committee financial expert, based on experience as a CFO
Angela M. Aman
Age 42
Trustee since 2020
Independent
Committees • Audit

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| Raymond Bennett has served as President of Franchise Operations for Marriott International, Inc. (NASDAQ: MAR), a global operator and franchisor of hotels, since 2020, overseeing the company’s domestic franchising efforts across more than 4,800 hotels in the U.S. Previously, Mr. Bennett served as Chief Global Officer, Global Operations since 2015, responsible for the design, development and deployment of products and services for all lodging brands across Marriott’s 7,000 hotels worldwide. He had chief responsibility for brand standards and operational policies, quality assurance, procurement, engineering, retail and other disciplines and has served in various other operation and development-focused roles during his career at Marriott. Prior to joining Marriott in 2001, Mr. Bennett served for over 11 years in various managerial positions for Pepsi Bottling Group. Qualifications • Extensive management and operational experience in hospitality, customer service and procurement on a global level, including leading property technology and operational transformation • Valuable insight into brand management, consumer insight and product differentiation • Executive leadership in strategic implementation of diversity, sustainability and other aspects of corporate social responsibility
Raymond Bennett
Age 53
Trustee since 2018
Independent
Committees • Compensation

| Linda Walker Bynoe has been President and Chief Executive Officer of Telemat Limited LLC (formerly, Telemat Ltd.), a management consulting firm, since 1995 and served as its Chief Operating Officer from 1989 through 1994. Ms. Bynoe served as a Vice President – Capital Markets for Morgan Stanley from 1985 to 1989, joining the firm in 1978. Ms. Bynoe serves as a director of Northern Trust Corporation (NASDAQ: NTRS) and PGIM Funds (formerly, Prudential Retail Mutual Funds). She is a former trustee of Simon Property Group, Inc. (NYSE: SPG) and served as a director of Anixter International, Inc. until its sale to WESCO International, Inc. in June 2020. Ms. Bynoe received an M.B.A. from Harvard Business School. Qualifications • Extensive business and governance experience as a director of financial services and other complex companies • Diverse consulting and investment experience in various industries • Audit committee financial expert, based on her expertise in accounting and financial risk management, as well as experience on other public company audit committees
Linda Walker Bynoe
Age 69
Trustee since 2009
Independent
Committees • Governance (Chair) • Audit

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| Mary Kay Haben served as the President-North America for the Wm. Wrigley Jr. Company, a leading confectionary company, until her retirement in February 2011. At Wrigley, Ms. Haben drove growth through new product and packaging innovation, as well as marketing efforts in emerging digital media. Prior to joining Wrigley in 2007, Ms. Haben held various executive positions during her 27-year career at Kraft Foods Inc. These included leading significant business divisions and functions for Kraft, driving bottom line growth through marketing innovation and brand positioning efforts, as well as acquisitions and productivity initiatives. She serves as a director of The Hershey Company (NYSE: HSY) and Grocery Outlet (NASDAQ: GO) and formerly served as a director of Bob Evans Farms, Inc. (NASDAQ: BOBE) until its sale in January 2018. Ms. Haben was named to the 2020 National Association of Corporate Directors Directorship 100™, which honors the most influential boardroom leaders each year. She received an M.B.A. from the University of Michigan Ross School of Business. Qualifications • Substantial governance expertise with deep corporate and board experience • Proven track record in exceeding consumer expectations through brand building, innovation and implementation of business strategies in various markets and media platforms • Valuable marketing perspective as the Company continues to focus on ways to engage with current and future residents
Mary Kay Haben
Age 65
Trustee since 2011
Independent
Committees • Compensation (Chair) • Governance

| Tahsinul Zia Huque served as the President and Chief Executive Officer of Deutsche Bank Securities Inc., the U.S. Broker Dealer of Deutsche Bank, from May 2018 until his departure from Wall Street in mid-2019. At Deutsche Bank, Mr. Huque was Head of Equities, Fixed Income & Currencies for the Americas from February 2016 until May 2018 and Global Co-Chief Operating Officer of Corporate Banking and Securities from March 2012 until February 2016. During Mr. Huque’s 30-year finance career on Wall Street, he held multiple executive positions in the United States and abroad while leading investment banking and sales and trading functions spanning many industries, products and clients. Also during his career, he was closely involved in creating the structure for public REITs to access the unsecured debt market. Mr. Huque received his B.A. in Economics and in Political Science from Williams College. He is currently a private investor and serves as a director of Energy Vault (NYSE: NRGV). He also is a general partner of Prime Movers Lab, a venture capital fund focused on scientific and engineering innovations in technology, and serves on various private company boards in connection therewith. Qualifications • Proven leader of large, complex, high performing and competitive organizations • Extensive global finance and innovation experience at an executive leadership position across multiple markets, clients, products, technologies and risk parameters • Deep technical regulatory experience as CEO or COO of international investment banking organizations with multijurisdictional regulatory requirements
Tahsinul Zia Huque
Age 54
Trustee since 2019
Independent
Committees • Audit

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| John E. Neal has over 30 years of experience in executive positions in the financial services and banking industries with a primary focus on real estate finance, including leading the real estate lending and corporate banking businesses at Bank One Corporation, Kemper Financial Services and Continental Bank. He retired as a partner of Linden LLC, a private equity firm, in October 2018. Mr. Neal serves as a trustee of the Calamos Mutual Funds and also serves on the boards of private companies in a wide array of industries. He received an M.B.A. from Harvard Business School. Qualifications • Deep executive and management leadership and governance experience in the real estate lending industry, during various and challenging business cycles • Valuable insight into capital markets and trends • Audit committee financial expert, based on banking and financial background
John E. Neal
Age 72
Trustee since 2006
Independent
Committees • Audit (Chair)

| David J. Neithercut served as Chief Executive Officer of the Company from January 2006 until his retirement in December 2018 and President of the Company from May 2005 to September 2018. He was Executive Vice President – Corporate Strategy of the Company from January 2004 to May 2005, and Executive Vice President and Chief Financial Officer of the Company from February 1995 to August 2004. Prior to joining Equity Residential, Mr. Neithercut served as Senior Vice President of Finance for Equity Group Investments. Mr. Neithercut serves as a trustee of Americold Realty Trust (NYSE: COLD) and lead independent trustee of Public Storage (NYSE: PSA), was formerly a director of General Growth Properties, Inc. (NYSE: GGP) and is a former member of the Advisory Board of Governors of Nareit of which he served as Chairman in 2015. Mr. Neithercut received Nareit’s 2018 Industry Leadership Award, honoring a REIT executive who has made a significant and lasting contribution to the growth and betterment of the industry, and was recognized by Columbia Business School as the 2018 Distinguished Real Estate Partner. Mr. Neithercut received an M.B.A. from the Columbia University Graduate School of Business. Qualifications • Recognized as a leading industry authority in real estate investments, operations and capital markets • Long and successful track record in various leadership roles at the Company and other organizations • Highly experienced in dealing with complex management, financial, risk assessment, business and governance issues and is uniquely well-equipped to advise the current CEO in these matters
David J. Neithercut
Age 66
Trustee since 2006

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| Mark S. Shapiro has served as President of leading sports and entertainment company Endeavor (NYSE: EDR) since December 2018 and previously served as co-president of the company’s IMG and WME subsidiaries from November 2016 to December 2018 and as Chief Content Officer from September 2014 to November 2016. Prior to joining IMG in 2014, he held various executive positions, including Chief Executive Officer, at Dick Clark Productions, an independent producer of television programming, from May 2010 to September 2014. Mr. Shapiro was the Chief Executive Officer and a director of Six Flags, Inc., the world’s largest regional theme park company, from December 2005 through May 2010. Prior to joining Six Flags, Inc., Mr. Shapiro spent 12 years at ESPN, Inc., where he ultimately served as Executive Vice President, Programming and Production and had significant responsibility in building the strength of the network’s brand which garnered numerous Emmy and Peabody awards. Mr. Shapiro also serves as a director of Bright Lights Acquisition Corp. (NASDAQ: BLTS), as well as Chairman of the Board of Captivate Network, a private company. Additionally, Mr. Shapiro serves on the Board of Directors of The Shaquille O'Neal Foundation. He is a former director of the Tribune Company, Frontier Communications Corporation (NASDAQ: FTR), Papa John’s International, Inc. (NASDAQ: PZZA) and Live Nation Entertainment, Inc. (NYSE: LYV). Qualifications • Business and governance acumen as a CEO, president and board member of large and complex organizations • Provider of unique and critical insights and innovation in media, technology, marketing, consumer and branding strategies • Insights into organizational transformation to deal with diverse economic and market-based challenges
Mark S. Shapiro
Age 52
Trustee since 2010
Independent
Committees • Compensation • Governance

| Stephen E. Sterrett, our Lead Trustee since 2020, served as the Senior Executive Vice President and Chief Financial Officer of Simon Property Group, Inc. (NYSE: SPG), an owner of shopping, dining, entertainment and mixed-use destinations, one of the largest REITs in the world by equity market capitalization and a S&P 100 company, until his retirement in December 2014. He spent more than 26 years in various positions at Simon and its predecessor companies and had served as the company’s Chief Financial Officer since 2000. Prior to joining Simon, Mr. Sterrett was a Senior Manager at the international firm of Price Waterhouse. Mr. Sterrett serves as Lead Independent Director of Berry Global Group, Inc. (NYSE: BERY) and is a former director of Realty Income Corporation (NYSE: O). Mr. Sterrett also serves on the Board of Trustees of Butler University. Mr. Sterrett received an M.B.A. from Indiana University. Qualifications • Extraordinarily equipped with wide-ranging knowledge in real estate and public company matters • Executive leadership experience and expertise in financial, risk assessment, operational, governance and strategic issues facing large real estate companies • Audit committee financial expert, based on prior experience as a CFO
Stephen E. Sterrett Lead Trustee
Age 66
Trustee since 2015
Independent
Committees • Audit • Compensation

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Incumbent Trustee Retiring

| Connie K. Duckworth retired in 2000 as a Partner and Managing Director of The Goldman Sachs Group, Inc. (NYSE: GS), a global investment banking, securities and investment management firm, and was the first woman to be named a sales and trading partner in the firm’s history. After a distinguished 20-year career, she founded a social enterprise, ARZU, Inc., to empower destitute women weavers in rural Afghanistan and served as Chief Executive Officer for 15 years until 2019. Ms. Duckworth is a director of Steelcase Inc. (NYSE: SCS) and MP Materials Corp (NYSE: MP) and formerly served as a director of Russell Investment Group, Smurfit-Stone Container Corporation, Nuveen Investments and DNP Select Income Fund Inc. Ms. Duckworth received an M.B.A. from the Wharton School, University of Pennsylvania. Qualifications • Extensive experience with over 20 years of executive leadership in the financial services industry • Successful social entrepreneur with proven operational skills in rapidly-changing settings • Well-seasoned board member with service on numerous boards of other public companies and not-for-profit entities
Connie K. Duckworth
Age 67
Trustee since 2015
Independent
Committees • Compensation • Governance

Biographical Information of Executives

Set forth below are biographies of each of our executives as of April 1, 2022. See “Biographical Information and Qualifications of Trustees” above for the biography of the Company’s Chief Executive Officer, Mark J. Parrell.

| Barry S. Altshuler, 63, has been Executive Vice President – Investments of the Company since February 2015. Mr. Altshuler served as the Company’s Senior Vice President – Investments from January 2007 to January 2015, as Vice President of Acquisitions from April 2002 to December 2006 and as Vice President of Asset Management from January 1998 to March 2002. Mr. Altshuler serves on the Executive Committee of the Real Estate Board of New York and the University of Florida Real Estate Advisory Board and is a member of NMHC and Urban Land Institute (“ULI”). Mr. Altshuler served as President of the California Apartment Association from January 2019 to January 2022.

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| Alexander Brackenridge, 58, has been Executive Vice President and Chief Investment Officer since September 2020. Mr. Brackenridge served as Executive Vice President – Investments of the Company from February 2015 until August 2020 and as Senior Vice President – Investments from May 2002 to January 2015 and has held various investments and asset management positions within the Company since 1993. Mr. Brackenridge is a member of NMHC and ULI. Mr. Brackenridge received an M.B.A. from Yale University.
| Catherine M. Carraway, 61, has been Executive Vice President and Chief Human Resources Officer of the Company since April 2021. Ms. Carraway served as Executive Vice President – Human Resources of the Company from January 2021 to March 2021 and Senior Vice President – Human Resources from January 2015 to January 2021 and has held various positions within the Company’s human resources department since March 2001. Ms. Carraway is Co-Chair of the All Stars-Chicago Board of Directors and is a member of the Board of Directors of Connections for Abused Women and their Children.
| Scott J. Fenster, 46, has been Executive Vice President, General Counsel and Corporate Secretary of the Company since January 2018. Mr. Fenster served as the Company’s Senior Vice President – Legal from January 2013 until December 2017 and has held various positions within the Company’s legal department since September 2003. Mr. Fenster is a member of the Nareit Corporate Governance Council and received a J.D. from the University of Michigan Law School.
| Robert A. Garechana, 43, has been Executive Vice President and Chief Financial Officer of the Company since September 2018. Mr. Garechana served as Senior Vice President of the Company from December 2012 to September 2018 and Treasurer of the Company from January 2008 to September 2018 and has held various positions within the Company’s finance group since November 2004. Mr. Garechana is a member of the Nareit CFO Council and serves on the Board of Directors of Upwardly Global, a non-profit organization where he serves as Chair of its Finance Committee. Mr. Garechana received a B.B.A. from The University of Texas at Austin.

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| Michael L. Manelis, 53, has been Executive Vice President and Chief Operating Officer of the Company since July 2018. Mr. Manelis served as Executive Vice President – Property Operations of the Company from January 2017 to June 2018, as Senior Vice President of Operations and Information Technology from May 2012 to December 2016 and as Senior Vice President – Property Operations from August 2005 to May 2012 and has held various positions within the Company’s operations group since 1999.

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COMMON SHARE OWNERSHIP OF TRUSTEES AND EXECUTIVES

The following table sets forth information, as of February 28, 2022, with respect to the beneficial ownership of the Company’s common shares by each trustee, its named executive officers (“NEOs”), and the trustees and all executives as a group. Unless otherwise indicated, each person has sole voting and investment power over the common share equivalents listed. On February 28, 2022, a total of 388,014,557 common share equivalents (comprised of common shares, OP Units and restricted units) were outstanding. (1)(2)

|  | Common Share Equivalents (1) |  |  | Options Exercisable in 60 Days |  | Percent of Common Shares (1) |  | Percent of Common Share Equivalents (1)(2)
Samuel Zell |  | 4,847,271 | (3) |  | 225,279 |  | 1.4% |  | 1.3%
Mark J. Parrell |  | 279,077 |  |  | 137,822 |  | * |  | *
Angela M. Aman |  | 3,588 |  |  | — |  | * |  | *
Raymond Bennett |  | 8,615 |  |  | — |  | * |  | *
Linda Walker Bynoe |  | 34,828 |  |  | 6,595 |  | * |  | *
Connie K. Duckworth |  | 14,162 |  |  | — |  | * |  | *
Mary Kay Haben |  | 23,371 |  |  | 6,595 |  | * |  | *
Tahsinul Zia Huque |  | 6,126 |  |  | — |  | * |  | *
John E. Neal |  | 36,655 |  |  | 51,123 |  | * |  | *
David J. Neithercut |  | 827,326 |  |  | 1,577,107 |  | * |  | *
Mark S. Shapiro |  | 25,943 |  |  | 49,100 |  | * |  | *
Stephen E. Sterrett |  | 26,292 |  |  | 2,101 |  | * |  | *
Alexander Brackenridge |  | 47,274 |  |  | 15,516 |  | * |  | *
Scott J. Fenster |  | 43,290 |  |  | 58,088 |  | * |  | *
Robert A. Garechana |  | 41,738 |  |  | 37,731 |  | * |  | *
Michael L. Manelis |  | 47,989 |  |  | 72,255 |  | * |  | *
Trustees and Executives as a Group |  | 6,430,096 |  |  | 2,305,749 |  | 2.3% |  | 2.2%

* Less than 1%.

(1) | Excludes the LTI Awards (defined below) granted in January 2020, January 2021 and January 2022 under the Company’s Long-Term Incentive Plans which remain subject to earn out at the end of their respective three-year performance periods, as further described in the “Compensation Discussion and Analysis” section below.

(2) | The total number of common shares and OP Units pledged as security for loans by our trustees and executives as of February 28, 2022 is 0.7% of the Company’s total number of outstanding common share equivalents.

(3) | Includes common shares and OP Units with respect to which Mr. Zell has voting and investment power, which includes the holdings held directly by Mr. Zell and the holdings of the Samuel Zell Revocable Trust and Samstock/SZRT, L.L.C. Also includes common shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan (“SERP”), for the benefit of Mr. Zell. 2,730,294 of the common shares shown were pledged as security for various loans.

In addition to the common shares and OP Units set forth above, common shares and OP Units are indirectly owned by various family trusts established for the benefit of Mr. Zell and his family, the trustee of which is Chai Trust, a state-regulated corporate trust company. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power with respect to such common shares or OP Units. Mr. Zell disclaims beneficial ownership of such common shares and OP Units, except to the extent of any pecuniary interest therein. In addition, common shares are beneficially owned by a family foundation of which Mr. Zell is a director; however, Mr. Zell does not have voting or dispositive power over such common shares, or any pecuniary interest therein, and therefore disclaims beneficial ownership of such common shares.

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COMMON SHARE OWNERSHIP OF PRINCIPAL SHAREHOLDERS

This table sets forth information with respect to persons who are known to beneficially own more than 5% of the Company’s outstanding common shares as of December 31, 2021.

Name and Address of Owner |  | Common Shares |  | Percent of Common Shares
The Vanguard Group (1) |  | 56,289,336 |  | 15.0%
100 Vanguard Blvd. |  |  |  |
Malvern, PA 19355 |  |  |  |
BlackRock, Inc. (2) |  | 39,022,849 |  | 10.4%
55 East 52nd Street |  |  |  |
New York, NY 10055 |  |  |  |
Norges Bank (The Central Bank of Norway) (3) |  | 30,158,685 |  | 8.0%
Bankplassen 2 |  |  |  |
PO Box 1179 Sentrum |  |  |  |
NO 0107 Oslo |  |  |  |
Norway |  |  |  |
State Street Corporation (4) |  | 23,380,170 |  | 6.2%
State Street Financial Center |  |  |  |
One Lincoln Street |  |  |  |
Boston, MA 02111 |  |  |  |
T. Rowe Price Associates, Inc. (5) |  | 22,793,532 |  | 6.0%
100 E. Pratt Street |  |  |  |
Baltimore, MD 21202 |  |  |  |

(1) | The Schedule 13G/A filed by The Vanguard Group, Inc., an investment adviser, on behalf of itself and its clients on February 10, 2022 states that as of December 31, 2021, it has shared power to vote 931,822 shares, sole power to dispose of 54,502,105 shares and shared power to dispose of 1,787,231 shares.

(2) | The Schedule 13G/A filed by BlackRock, Inc. on behalf of itself and its subsidiaries on January 27, 2022 states that as of December 31, 2021, it has sole power to vote 33,273,565 shares and sole power to dispose of 39,022,849 shares.

(3) | The Schedule 13G/A filed by Norges Bank (The Central Bank of Norway) on February 8, 2022 states that as of December 31, 2021, it has sole power to vote and dispose of 30,158,685 shares.

(4) | The Schedule 13G/A filed by State Street Corporation on behalf of itself and its subsidiaries on February 11, 2022 states that as of December 31, 2021, it has shared power to vote 18,867,237 shares and shared power to dispose of 23,284,521 shares.

(5) | The Schedule 13G filed by T. Rowe Price Associates, Inc., an investment advisor, on February 14, 2022 states that as of December 31, 2021, it has sole power to vote 9,457,325 shares and sole power to dispose of 22,793,532 shares.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) provides a detailed description of our executive compensation philosophy, objectives and components, the compensation decisions made under those components, and the performance metrics and other relevant factors the Compensation Committee used in making those decisions.

At our 2021 Annual Meeting of Shareholders, our 2020 Executive Compensation Program was approved by approximately 96% of the votes cast on the matter. Furthermore, since our current compensation structure was put in place in 2015 following significant shareholder outreach, our shareholders have approved it annually by an average of 93% of the votes cast. We believe our shareholders’ overwhelming support for the Company’s compensation program reflects the strong alignment between executive pay and performance.

The Company’s 2021 Executive Compensation Program, which applied to Mr. Parrell and his direct reports, is based on a strong performance-oriented compensation philosophy to align executive and shareholder interests and is designed to attract, retain and motivate talented executives.

What We Do | ✓ Do engage an independent compensation consultant to advise the Compensation Committee, which is comprised solely of independent trustees ✓ Do have a strong pay for performance compensation philosophy with 90% of Chief Executive Officer pay and an average of 77% of other NEO pay tied solely to performance ✓ Do require our Annual Incentive Plan to be primarily subject to objective performance metrics that align with the Company’s business strategy and the long-term interests of our shareholders ✓ Do enhance executive retention with time-based, multi-year vesting schedules for equity incentive awards ✓ Do align the long-term interests of our executives with those of our shareholders by awarding a significant percentage of compensation in the form of Long-Term Incentive Plan Awards, which are subject to quantitative performance metrics with three-year forward-looking performance periods ✓ Do have meaningful share ownership guidelines for our executives and trustees ✓ Do have a clawback policy for performance-based executive compensation ✓ Do have double-trigger vesting provisions in the event of a change in control under the 2019 Share Plan ✓ Do include ESG-related goals in determining executive compensation

What We Don’t Do | X No employment agreements with any of our executives X No compensation incentives that encourage excessive risk taking X No repricing of Option Awards allowed X No hedging of Company shares allowed X No excise tax gross-ups in any new change in control agreements X No excessive perks to our executives

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Executive Compensation Program

The Company’s Executive Compensation Program consists of three components: Annual Salary, Annual Incentive Plan and Long-Term Incentive Plan.

Annual Salary

For 2021, annual salaries of executives, the first component of the program, were set at levels competitive with other large companies engaged in the real estate industry with which the Company competes for executive talent. As it does annually, the Compensation Committee reviewed base salaries for the executives to determine whether any adjustments were necessary to reflect market conditions or changes in responsibilities.

Annual Incentive Plan

The second component of the program in 2021 was an Annual Incentive Plan, which allowed the executive to earn from 0% to 200% of target annual incentive by performance against pre-defined and pre-weighted annual goals (75% of which were objective measurable metrics for Mr. Parrell and 60% of which were objective measurable metrics for the other executives) established by the Compensation Committee. The goals were comprised of Corporate Goals, which were shared by all executives, and business unit goals (“Business Unit Goals”) for all executives other than Mr. Parrell, which were unique to each executive. These goals were generally pre-established, with all Corporate Goals and many Business Unit Goals measured objectively.

Each executive was also assigned Individual Goals for 2021: Mr. Parrell by the Compensation Committee and the other executives by Mr. Parrell and approved by the Compensation Committee. Individual Goals were assessed subjectively and were intended to move the Company and/or business unit forward in terms of organizational structure, improve on such practices as collaboration among business units and enterprise-wide thinking, provide for appropriate leadership and succession management or otherwise address developmental needs of individuals or groups within the organization.

The Annual Incentive Plan rewarded achievement of these goals based on the Compensation Committee’s quantitative and qualitative assessment of the executives’ contributions to that performance. Performance against each goal was assessed against Threshold, Target and Maximum performance levels, equating to payouts at 50%, 100% and 200%, respectively, and each goal was assigned a weighting relative to the other annual goals. Results between Threshold and Target or between Target and Maximum were based on interpolation. Performance below Threshold would have earned 0%, and performance that exceeded the Maximum would be capped at the Maximum level. The total annual incentive earned by an executive was the sum of the weighted annual incentive amounts earned with respect to each goal.

To further encourage executive retention and align the interests of our executives with our shareholders, a significant amount (in some cases, more than half) of the annual incentive earned was paid in “Performance Equity Grants” comprised of Share Awards and/or Option Awards. These Share Awards cliff vest, in full, on the three-year anniversary of the grant date, and Option Awards vest ratably over three years, all subject to continuous employment and retirement provisions.

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The remaining portion of the annual incentive earned was paid in cash (the “Performance Bonus”) and/or, at the executive’s option, in the form of immediately vested restricted units or Option Awards.

2021 Annual Incentive Plan Performance Goals
|  | CEO |  | Other NEOs
Corporate Goals |  |  |  |
• Annual Growth in Same Store Net Operating Income |  | 27.5% |  | 20%
• Normalized Funds from Operations per Share |  | 27.5% |  | 20%
• Leadership |  | 10% |  | 10%
• Normalized G&A and Property Management Costs |  | 10% |  | 10%
Business Unit Goals |  | 0% |  | 30%
Individual Goals |  | 25% |  | 10%
Total: |  | 100% |  | 100%

Long-Term Incentive Plan

The third component of the program in 2021 was the Long-Term Incentive Plan (“LTI Plan”), which allows the executive to earn from 0% to 200% of a target number of Share Awards, as determined by the Company’s relative and absolute Total Shareholder Return (“TSR”) and achievement of Normalized Funds From Operations (“Normalized FFO”) over a forward-looking three-year performance period compared to pre-established quantitative performance metrics. This plan aligns the interests of our executives directly with the interests of our shareholders. We refer to such awards subject to settlement under the LTI Plan as “LTI Awards.” LTI Awards cliff vest, in full, following the three-year anniversary of the grant date, after determination of performance by the Compensation Committee and subject to continuous employment and retirement provisions. The LTI Awards were granted to executives in January 2021, at the target dollar amounts shown on page 43, covering the three-year performance period from January 1, 2021 through December 31,

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2023, with the following pre-established quantitative performance metrics and potential payout levels:

|  |  | Performance Level (1)
% of Award |  | Metric |  | Threshold | Target |  | Maximum
35.0% |  | Performance of Company relative to weighted average TSR of companies in the FTSE Nareit Equity Apartments Index (“Nareit Apartment Index”) (2) |  |  |  | (400) bps |  |  |  |  | 0 bps |  |  |  |  | 400 bps |
22.5% |  | Performance of Company relative to weighted average TSR of companies in the FTSE Nareit Equity REIT Index (“Nareit Equity Index”) (2) |  |  |  | (400) bps |  |  |  |  | 0 bps |  |  |  |  | 400 bps |
22.5% |  | Absolute Company TSR (3) |  |  |  | 4% |  |  |  |  | 8% |  |  |  |  | 12% |
20.0% |  | Normalized FFO (4) |  |  |  | $2.60 |  |  |  |  | $2.69-$2.71 |  |  |  |  | $2.80 |

(1) | Performance results with respect to each metric at Threshold, Target and Maximum equate to payouts of 50%, 100% and 200%, respectively. Results between Threshold and Target or between Target and Maximum are based on interpolation. Performance below Threshold earns 0% and above Maximum is capped at the Maximum level.

(2) | TSR performance relative to the companies that comprise the Nareit Apartment Index and Nareit Equity Index is measured using the weighted index basis points approach, which measures Company performance using the number of basis points above or below the weighted average of the respective index. The TSR of each of the companies comprising the Nareit Apartment Index and Nareit Equity Index over the performance period is calculated generally using the same methodology as that used for the calculation of the Company’s TSR as described in footnote 3 below.

(3) | Absolute Company TSR represents the compounded annual return of an investment in common shares of the Company over the performance period, with the beginning share price being the average of the last 20 trading days prior to the beginning of the performance period and the ending share price being the average of the last 20 trading days of the performance period.

(4) | No later than March 31 of each calendar year in the performance period, the Compensation Committee will establish the Threshold, Target and Maximum performance level metrics for such calendar year. The Threshold, Target and Maximum Normalized FFO performance level metrics for 2021 were established by the Compensation Committee in March 2021. The midpoint of the Target range was equal to the midpoint of the Company’s range for Normalized FFO expectations for the year, as announced on February 10, 2021 as part of the Company’s public earnings release. See page 48 for more information on Normalized FFO and its significance to the Company. The achievement of this metric will be determined on an annual basis and the average of the three years will be used in the final determination of the LTI Award.

The Compensation Committee, as promptly as practicable following the conclusion of the performance period, shall determine the resulting settlement, if any, of LTI Awards compared against the performance metrics established for the period. If a Change in Control (as defined in the “Change in Control/Severance Agreements” section below) occurs at any time prior to the end of the performance period, the award shall be valued as though the performance period had ended on the date of the Change in Control.

Executives participating in the LTI Plan elect prior to the start of the performance period to settle the LTI Award in restricted shares and/or restricted units. With respect to an award that will be settled in the form of restricted shares, the Company does not pay the grantee any dividends on such shares during the performance period. Once the number of restricted shares to be issued, if any, has been determined, the Company will make a cash payment to the grantee in an amount equal to all dividends that would have been paid on those restricted shares had they been outstanding and entitled to dividends during the performance period.

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For income tax reasons, grantees of awards that will be settled in the form of restricted units: (i) will be issued restricted units at the time of grant at the maximum amount but such units will be subject to forfeiture (other than the hereinafter described partial distributions paid thereon, which are not subject to forfeiture) at the end of the performance period depending on actual performance and (ii) will be paid a distribution in the amount of 10% of any distributions paid on OP Units during the performance period. Once the final resulting number of restricted units, if any, has been determined, the Operating Partnership will make a cash payment to the grantee in an amount equal to all distributions that would have been paid on those restricted units had they been outstanding and entitled to distributions during the performance period, less any previously paid partial distributions.

New in 2022

For the Company’s 2022 Executive Compensation Program, the Compensation Committee has determined to add a new metric to the LTI Plan as well as a new, more objective ESG-related Corporate Goal to the Annual Incentive Plan. Both adjustments are intended to continue the close alignment of shareholder interests with the program’s stated goal of attracting, retaining and motivating talented executives.

For the 2022 LTI Plan, covering the three-year performance period from January 1, 2022 through December 31, 2024, the Compensation Committee has determined to replace the Absolute Company TSR metric with a Net Debt to Normalized EBITDAre (as defined hereinafter) metric. The Compensation Committee determined to add a Net Debt to Normalized EBITDAre metric to the LTI Plan in light of the vital importance that prudent balance sheet management bears to the Company’s success in the capital-intensive apartment industry. Adding this metric also achieves a balance with the existing Normalized FFO metric, so that executives will be disincentivized to pursue growth at the expense of balance sheet integrity. In addition, this new metric is intended to further enhance the motivation of the LTI Plan participants since the actions of the participants will have a direct impact on performance on this metric.

Generally, Threshold performance on the new LTI metric will not be less than the highest end of the range set forth in the Company’s most recent leverage policy approved by the Board. “Net Debt” means the Company’s total debt less cash and cash equivalents and mortgage principal reserves/sinking funds as calculated in the Company’s quarterly earnings release. “Normalized EBITDAre” means the Company’s “Normalized Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate” as defined in the Company’s most recent quarterly earnings release at any given time. The achievement of this metric will be determined on a quarterly basis, and the average of the twelve quarters of each computation in the Company’s quarterly earnings releases will be used in the final determination of any payout.

Consistent with the Company’s purpose and commitment to the incorporation of ESG concepts in all aspects of the Company’s business, the Compensation Committee has determined to add a new Corporate Goal to the 2022 Annual Incentive Plan relating to ESG, measured across a new scorecard. The current Leadership Corporate Goal (consisting of leading through adversity, employee retention and D&I) will be expanded to include specific and transparent environmental and governance factors.

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2021 Performance and Compensation

Target Compensation

The following table shows 2021 target compensation for our NEOs, broken out into the three components of the program as described in the preceding pages. In 2021, target compensation for our NEOs was established at levels generally between the 25th percentile and the market median, recognizing that most of them are newer to their role. We expect target compensation for our NEOs to adjust over time to align with the general market in a manner commensurate with their performance.

|  |  |  | Annual Incentive Plan |  | LTI Plan |  |  |  |  |
|  | Annual Salary |  | Performance Bonus (1) |  | Performance Equity Grants (1)(2) |  | LTI Awards (1)(3) |  | Total Target Compensation
M. Parrell |  |  |  | $800,000 |  |  |  |  |  | $1,600,000 |  |  |  |  |  | $1,600,000 |  |  |  |  |  | $3,800,000 |  |  |  |  |  | $7,800,000 |
R. Garechana |  |  |  | 550,000 |  |  |  |  |  | 550,000 |  |  |  |  |  | 745,000 |  |  |  |  |  | 825,000 |  |  |  |  |  | 2,670,000 |
M. Manelis |  |  |  | 650,000 |  |  |  |  |  | 650,000 |  |  |  |  |  | 975,000 |  |  |  |  |  | 975,000 |  |  |  |  |  | 3,250,000 |
A. Brackenridge |  |  |  | 600,000 |  |  |  |  |  | 600,000 |  |  |  |  |  | 750,000 |  |  |  |  |  | 900,000 |  |  |  |  |  | 2,850,000 |
S. Fenster |  |  |  | 525,000 |  |  |  |  |  | 525,000 |  |  |  |  |  | 315,000 |  |  |  |  |  | 465,000 |  |  |  |  |  | 1,830,000 |

(1) | Amounts shown reflect a hypothetical 100% payout resulting from achieving “target” performance. Actual payouts will be in a range of 0% to 200% of these amounts, as determined by actual performance results.

(2) | Performance Equity Grants are performance-based annual incentive grants consisting of Share Awards and/or Option Awards.

(3) | LTI Awards covering the three-year performance period from January 1, 2021 to December 31, 2023, subject to settlement at the end of the three-year period. For an example of how the settlement will be calculated, see “Final Results of the 2019-2021 LTI Plan – Alignment of Pay and Performance” beginning on page 55.

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Pay Mix

The Compensation Committee believes that as the responsibilities of our executives increase, the proportion of their total compensation that is at risk and dependent on performance should also increase. Accordingly, a significant portion of our executives’ total target compensation was outside of base salary and therefore determined on the basis of performance: approximately 90% for Mr. Parrell and an average of 77% for the other NEOs. Furthermore, approximately 49% of Mr. Parrell’s target compensation and an average of 29% of the target compensation of the other NEOs was comprised of LTI Awards and totally dependent on the Company’s relative and absolute TSR and Normalized FFO over a forward-looking three-year performance period.

2021 TARGET COMPENSATION MIX

AVERAGE 2021 TARGET COMPENSATION MIX

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Company Highlights

~$1.7B 2021 dispositions of older properties at attractive prices having generated Unlevered IRR of 10.4% | TOLL BROTHERS Ramped up development operations with a new strategic partnership with Toll Brothers, Inc. | 57.3% 2021 total shareholder return | 44.4% 2021 same store Turnover, the lowest in the Company’s history

Driven by our corporate purpose of “Creating communities where people thrive,” in 2021 we continued our long track record of strategic capital allocation, including expansion into new markets that attract our affluent renter demographic, balance sheet stability, and proactive expense management, while continuing to prioritize the health and safety of our residents and employees in the second year of the COVID-19 pandemic by ensuring our properties remained open and operating in a safe manner with our employees having the resources they need to support their physical, mental and financial wellbeing. In doing so, we:

• | Acquired approximately $1.7 billion of operating properties primarily in the Company’s expansion markets that were on average two years old at a weighted average Acquisition Cap Rate (as defined in the Supplemental Appendix on page 84) of 3.8% and sold approximately $1.7 billion of operating properties that were on average 30 years old at a weighted average Disposition Yield (as defined in the Supplemental Appendix on page 84) of 3.7%, which we believe will improve portfolio quality and long-term returns. The assets generated an Unlevered IRR (as defined in the Supplemental Appendix on page 85) of 10.4%.

• | Reported same store Turnover (as defined in the Supplemental Appendix on page 85) of 44.4% for the full year of 2021, the lowest in the Company’s history, demonstrating the depth of demand from its residents.

• | Substantially completed construction on three projects totaling approximately $602.8 million of development costs at a weighted average Development Yield (as defined in the Supplemental Appendix on page 84) of 5.4%.

• | Established a strategic partnership with Toll Brothers, Inc. (NYSE: TOL), the nation’s leading builder of luxury homes, through its Toll Brothers Apartment Living division (“Toll”), to develop apartment communities primarily located in the Company’s expansion markets, creating a development pipeline intended to jump-start growth in these locations.

• | Raised capital at favorable pricing through (i) our second “green” bond offering with the issuance of $500 million in 10-year unsecured debt with a 1.85% coupon, at the time the lowest 10-year issuance in REIT history and the lowest spread to Treasuries in multifamily REIT history, and both the lowest in the Company’s history; and (ii) forward sales of approximately $150 million under our At-The-Market (“ATM”) share offering program.

• | Reported a 3.0% increase in same store expenses for the full year of 2021, reflecting the Company’s continued success in managing controllable expenses and modest growth in real estate taxes.

• | Established new GHG emission targets under the SBTi framework, including a science-based emission reduction target of 30% from our 2018 levels by 2030.

• | Were named a Development Sector Leader in ESG in 2021 by GRESB.

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• | Were recognized by Newsweek as one of America’s Most Responsible Companies for the third consecutive year, a list of top performing companies in corporate social responsibility matters in the U.S.

• | Were named the Gold Nareit 2021 Diversity, Equity and Inclusion award recipient, which recognizes our demonstration of a strong commitment to the advancement of diversity and inclusion both within the Company as well as in the REIT and publicly traded real estate industry.

• | Expanded our efforts to improve access to affordable housing with a $5.0 million investment in a fund dedicated to preserving affordable housing and made a $10.0 million investment in a fund focused on early-stage sustainability and climate change mitigation technology relevant to the built environment.

• | Implemented our COVID-19 Health & Safety Requirement Policy requiring all employees to be fully vaccinated (or receive an approved accommodation), as an effort to do our part in reducing the severity of the COVID-19 pandemic.

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Annual Incentive Plan – Corporate Goal Results

Corporate Goal #1: Annual Growth in Same Store Net Operating Income
Threshold – 50% (16.00)% | Target – 100% (13.75)%-(13.25)% | Maximum – 200% (10.00)% | 2021 Results (6.50)% | % of Target Achieved 200%
Why is this metric important? The Company’s primary financial measure for evaluating the operating performance of its apartment properties is Net Operating Income (“NOI”), which represents rental income less direct property operating expenses (including real estate taxes and insurance). The Company believes that NOI is helpful to investors as a supplemental measure of its operating performance because it is a direct measure of the actual operating results of the Company’s apartment properties. Comparing NOI on a “same store” basis (i.e., looking at the exact same set of stabilized apartment properties over the periods being compared) helps investors compare the Company’s operating results to the marketplace. Target: The 2021 Target for Corporate Goal #1 was for the Company to achieve 2021-over-2020 Same Store NOI growth of (13.75)%-(13.25)%. The midpoint of the Target range was equal to the midpoint of the Company’s range for Same Store NOI growth expectations for the year, as announced on February 10, 2021 as part of the Company’s public earnings release. This range reflected the Company’s expectation for significantly negative year-over-year NOI results due to the ongoing and unknown future impact of the COVID-19 pandemic, following 2020’s negative result which was only partially affected by the pandemic. The Maximum level, while still negative, was set well in excess of this range, to represent performance that would reflect true outperformance. Performance: Actual year-over-year Same Store NOI growth in 2021 was (6.50)%, resulting in an achievement of 200% of Target, reflecting outperformance in relation to the Company’s initial expectations, despite the ongoing COVID-19 pandemic. High demand for our apartments, new lease and renewal rate gains in the latter half of 2021 and the Company’s achievement of the lowest same store Turnover in its history as described on page 45 were major contributors to the Company’s faster than expected recovery from pandemic impacts.

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Corporate Goal #2: Normalized Funds from Operations per Share
Threshold – 50% $2.60 | Target – 100% $2.69-$2.71 | Maximum – 200% $2.80 | 2021 Results $2.99 | % of Target Achieved 200%
Why is this metric important? Funds from Operations (“FFO”) is widely acknowledged by the REIT industry as being a helpful measure of the operating performance of a real estate company, because it excludes depreciation and gains or losses relating to sales of depreciated real estate. The Company uses “Normalized FFO,” which further excludes other items that by their nature are not comparable from period to period and tend to obscure actual operating results, as a method to compare the operating performance of the Company over a given time period to that of other companies and other time periods in a consistent manner. Target: The 2021 Target for Corporate Goal #2 was for the Company to achieve Normalized FFO of $2.69-$2.71 per share. The midpoint of the Target range was equal to the midpoint of the Company’s range for Normalized FFO expectations for the year, as announced on February 10, 2021 as part of the Company’s public earnings release. Performance: Actual Normalized FFO for 2021 was $2.99 per share, resulting in an achievement of 200% of Target. The Company’s generation of $2.99 in Normalized FFO per share outperformed the Target primarily as a result of the higher than expected Same Store NOI growth described above.

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Corporate Goal #3: Leadership
| Threshold – 50% | Target – 100% | Maximum – 200% | 2021 Results | % of Target Achieved
Leading Through Adversity: | 72% | 77% | 82% | 76% | 90%
Employee Retention: | 74% | 79% | 84% | 72% | 0%
Diversity & Inclusion (D&I): | 75% | 80% | 85% | 83% | 160%
|  |  |  |  | 83.33% (Overall)
Why is this metric important? It is a core managerial principle, and a significant part of the “social” component of ESG, that one of the strongest competitive advantages a company can have is an engaged and committed workforce and that fostering a positive employee experience is a contributing factor to the success of a company. One way the Company measures the effectiveness of its executives’ leadership is by assessing objective data relating to employee engagement and D&I efforts through an annual third-party anonymous survey of our workforce. For Leading Through Adversity and D&I, the scoring reflects the percentage of positive scores received in response to survey questions focused on these areas. The Leading Through Adversity survey questions measured employee perception of leadership’s attention to employee wellbeing and safety and leadership’s effectiveness during the COVID-19 pandemic. The D&I survey questions measured employee perception of the Company’s commitment and accountability with respect to D&I. Employee retention takes into account total terminations in a given year (excluding terminations due to property dispositions or restructures in workforce) compared to the average employee headcount. Performance Levels: The 2021 Target for Corporate Goal #3 was for the Company to achieve (1) a Leading Through Adversity score of 77%, (2) an employee retention score of 79% and (3) a D&I score of 80%. Performance: Actual scoring in 2021 was (1) a Leading Through Adversity score of 76%, (2) an employee retention score of 72% and (3) a D&I score of 83%, resulting in an achievement of 83.33% of Target based on the average of the three components of Leadership. Overall, performance on this goal was below Target, primarily as a result of the Company’s employee retention rate being below Threshold due to the extremely competitive labor market. However, performance was relatively strong in Leading Through Adversity and very strong in D&I due to executive management’s continued efforts to improve engagement and the employee experience by focusing on employee health and safety, employee recognition and company-wide communication and the implementation of D&I initiatives as described on pages 6-7, resulting in employees having a greater sense of inclusion and engagement.

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Corporate Goal #4: Normalized G&A and Property Management Costs
Threshold – 50% $153.5M | Target – 100% $151.5M | Maximum – 200% $149.5M | 2021 Results $151.25M | % of Target Achieved 113%
Why is this metric important? The Company believes that looking at general and administrative (“G&A”) and property management costs enables investors to analyze the efficiency of the Company’s stewardship of its capital. This metric, which the Company normalizes to exclude certain non-comparable or duplicative charges (such as costs relating to accounting rule changes), includes the personnel and other overhead costs incurred by the Company to generally manage its operations, investments, finance and legal activities. The Company monitors this metric carefully as it is a measure of efficiency in managing its business. Target: The 2021 Target for Corporate Goal #4 was for the Company to limit its normalized G&A and property management costs to $151.5 million. Performance: Actual G&A and property management costs totaled $151.25 million, resulting in an achievement of 113% of Target. Executive management’s focused approach on overhead, including managing wage pressure at our corporate offices for our highly skilled professionals, along with continued efficiency and staffing optimization, resulted in overhead expense that was lower than original expectations.

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Annual Incentive Plan – Performance of the Chief Executive Officer

To determine the amounts of Mr. Parrell’s 2021 Performance Bonus and Performance Equity Grant, the Compensation Committee calculated results on the Corporate Goals, as delineated above, and assigned a score to his Individual Goals. The independent trustees of the Board then approved such calculations, scores and overall compensation.

Mr. Parrell’s Individual Goals for 2021, which were assigned by the Compensation Committee, included capital allocation, innovation and strategic initiatives, investor perception and understanding, development of a comprehensive ESG strategy for the Company and other Equity Values initiatives, including employee and resident safety, as well as impacting political and regulatory matters important to the Company.

In reviewing Mr. Parrell’s performance on his Individual Goals, the Compensation Committee noted the following accomplishments:

• | Leading the acquisition of approximately $1.7 billion of operating properties primarily in the Company’s expansion markets that were on average two years old at a weighted average Acquisition Cap Rate of 3.8% and disposition of approximately $1.7 billion of operating properties that were on average 30 years old at a weighted average Disposition Yield of 3.7%, which the Company believes will improve portfolio quality and long-term returns. The assets sold generated an Unlevered IRR of 10.4%;

• | Leading the establishment of a strategic partnership with Toll to develop apartment communities primarily located in the Company’s expansion markets;

• | Effectively managing the Company’s business strategy during the ongoing COVID-19 pandemic, resulting in the Company exceeding its original Same Store NOI growth and Normalized FFO per share expectations for the year by significant margins;

• | Increasing the scope of technology initiatives to optimize staffing, sales and service and enhance the resident experience;

• | Expanding the Company’s ESG strategy, including setting a new Science-Based Target that is aligned with a scenario that keeps global warming below 2°C and developing a methodology for assessing climate resilience across the Company’s portfolio and potential investments, and continuing to enhance reporting around the Company’s sustainability efforts;

• | Overseeing the creation of a D&I plan focused on increasing D&I awareness and competence at all levels in the Company, embedding D&I in compensation, talent review and recruiting processes;

• | The smooth succession of the Chief Human Resources Officer role and responsibilities;

• | Advocating with industry groups and policymakers on key political issues for the Company, such as Section 1031 exchange rules, rental relief payments, eviction moratoriums and rent control measures; and

• | Fostering employee and resident safety by implementing a Company-wide vaccination requirement.

As a result of the Company’s performance and Mr. Parrell’s contributions in 2021, he received a score of 172.84% of target on the Corporate Goals and a score of 150% of target on his Individual Goals, resulting in an overall weighted achievement of 167.13% of target on his Performance Bonus and his Performance Equity Grant.

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Annual Incentive Plan – Performance of the Other NEOs

To determine the amounts of the Performance Bonus and Performance Equity Grant for the other NEOs, the Compensation Committee calculated results on the Corporate Goals, and Mr. Parrell, in consultation with the Compensation Committee, assessed each executive’s performance on his Business Unit Goals and Individual Goals for the year and then assigned scores to such goals.

Robert A. Garechana – Executive Vice President and Chief Financial Officer

Mr. Garechana’s Business Unit Goals included appropriately managing the Company’s finance and accounting functions, which include: liquidity, capital planning/management, financial planning, budgeting and guidance and overseeing the preparation of the Company’s financial statements and SEC filings. He was also responsible for the oversight of the Company’s treasury, real estate tax, income tax and investor relations departments and capital markets execution, as well as ESG and Equity Values initiatives. His goals also included ensuring the efficacy of the Company’s financial systems and reporting processes through a hybrid working environment and technology initiatives.

Mr. Garechana’s key accomplishments in 2021 included:

• | Enhancing investor understanding through the publication of new management presentations that accompanied the Company’s quarterly earnings releases that provided significant transparency underlying the Company’s process and assumptions to explain the Company’s operating trajectory during the COVID-19 pandemic;

• | Overseeing significant improvements to the ESG report (both process and content), which led to generally positive shareholder feedback and a doubling of the Company’s Dow Jones Sustainability Index score;

• | The completion of the Company’s second “green” bond offering with the issuance of $500 million in 10-year unsecured debt with a 1.85% coupon, at the time the lowest 10-year issuance in REIT history and the lowest spread to Treasuries in multifamily REIT history, and both the lowest in the Company’s history;

• | Overseeing the execution of approximately $150 million in forward sales at favorable pricing under the Company’s ATM share offering program; and

• | Reducing the cost of capital of the Company through opportunistic financings.

As a result of the Company’s performance and Mr. Garechana’s contributions in 2021, he received a score of 166.05% of target on the Corporate Goals, a score of 100% of target on his Business Unit Goals and a score of 150% of target on his Individual Goals, resulting in an overall weighted achievement of 144.63% of target on his Performance Bonus and his Performance Equity Grant.

Michael L. Manelis – Executive Vice President and Chief Operating Officer

Mr. Manelis’ Business Unit Goals included new store and same store performance, customer loyalty, delinquent residential account collections and IT, innovation, strategic and marketing initiatives. His goals also included ESG and Equity Values initiatives, including employee and resident safety.

Mr. Manelis’ key accomplishments in 2021 included:

• | Leading the Company’s property operations teams which were responsible for increasing same store Pricing Trend (as defined in the Supplemental Appendix on page 84) by 27% from December 31, 2020, eliminating the use of Leasing Concessions (as defined in the Supplemental

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| Appendix on page 84) in almost all of the Company’s markets and producing new s tore NOI approximately 12% ahead of the Company’s 2021 budget;

• | Leading a cross-functional team to assist residents in obtaining approximately $34.8 million of pandemic-related governmental rental assistance funds in 2021;

• | Continuing to advance the Company’s operating platform by utilizing technology and mobility applications to optimize staffing, sales and service and enhance the resident experience;

• | Reducing the rate of growth of property expenses while enhancing service through the implementation of operating initiatives such as robotic vacuums and live security monitoring services;

• | Adjusting COVID-19 protocols consistent with constantly changing local ordinances and guidance to ensure the health and safety of employees and residents; and

• | Co-chairing the Company’s D&I Steering Committee and overseeing the implementation of the Company’s D&I initiatives.

As a result of the Company’s performance and Mr. Manelis’ contributions in 2021, he received a score of 166.05% of target on the Corporate Goals, a score of 100% of target on his Business Unit Goals and a score of 150% of target on his Individual Goals, resulting in an overall weighted achievement of 144.63% of target on his Performance Bonus and his Performance Equity Grant.

Alexander Brackenridge – Executive Vice President and Chief Investment Officer

Mr. Brackenridge’s Business Unit Goals included the achievement of strategic transaction goals, new store, same store and retail performance, development of a comprehensive sustainability strategy for the Company, the achievement of property resilience, sustainability, renovation and capital expenditure metrics, as well as other ESG and Equity Values initiatives and political advocacy with respect to matters important to the Company.

Mr. Brackenridge’s key accomplishments in 2021 included:

• | Purchasing approximately $1.7 billion of operating properties primarily in the Company’s expansion markets that were on average two years old at a weighted average Acquisition Cap Rate of 3.8% and selling approximately $1.7 billion of operating properties that were on average 30 years old at a weighted average Disposition Yield of 3.7%, which the Company believes will improve portfolio quality and long-term returns. The assets sold generated an Unlevered IRR of 10.4%;

• | Negotiating a strategic partnership with Toll to develop apartment communities primarily located in the Company’s expansion markets, and leading the restructuring of the Company’s development unit to better align with the long-term strategic goals of the Company;

• | Leading the Company’s $5.0 million investment in a fund dedicated to preserving affordable housing and $10.0 million investment in a fund focused on early-stage sustainability and climate change mitigation technology relevant to the built environment;

• | Leading the Company’s efforts in various markets to educate policy makers and the public on key political issues for the Company, such as Section 1031 exchange rules, rental relief payments, eviction moratoriums and rent control measures; and

• | Completing significant customer-facing and asset preservation projects at a cost lower than the 2021 same store capital budget while managing delays due to contractor and supply challenges.

As a result of the Company’s performance and Mr. Brackenridge’s contributions in 2021, he received a score of 166.05% of target on the Corporate Goals, a score of 125% of target on his Business Unit Goals and a score of 200% of target on his Individual Goals, resulting in an overall

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weighted achievement of 157.13% of target on his Performance Bonus and his Performance Equity Grant.

Scott J. Fenster – Executive Vice President and General Counsel

Mr. Fenster’s Business Unit Goals included management of legal activity for property transactions and development, management of litigation, management of regulatory risk and legal matters in property operations and contribution to capital markets matters and risk management, including insurance. His goals also included ESG, Equity Values and innovation initiatives.

Mr. Fenster’s key accomplishments in 2021 included:

• | Oversight of the complex legal aspects of approximately $3.4 billion in acquisitions and dispositions, including reentry into the Company’s expansion markets;

• | Leading the legal effort to establish a strategic partnership with Toll to develop apartment communities primarily located in the Company’s expansion markets;

• | Leading the legal effort regarding compliance with complex regulatory requirements in our markets, such as COVID-19-related and other regulations affecting rent and other fees, eviction moratoriums, operating properties and labor and employment issues;

• | Providing effective counsel to the CEO and Corporate Governance Committee regarding changing legal rules and shareholder preferences on ESG;

• | The successful legal execution of capital markets activities, including $500 million in unsecured debt issuances and approximately $150 million in forward sales under the Company’s At-The-Market share offering program; and

• | Successful insurance placements in an especially difficult market for multifamily real estate.

As a result of the Company’s performance and Mr. Fenster’s contributions in 2021, he received a score of 166.05% of target on the Corporate Goals, a score of 100% of target on his Business Unit Goals and a score of 175% of target on his Individual Goals, resulting in an overall weighted achievement of 147.13% of target on his Performance Bonus and his Performance Equity Grant.

Annual Incentive Plan – Actual Performance Bonuses and Performance Equity Grants

The following table sets forth the target Performance Bonus and target Performance Equity Grants established in December 2020 and the actual awards granted in February 2022 with respect to performance under the Annual Incentive Plan in 2021 for each of the NEOs.

|  | Performance Bonus |  |  | Performance Equity Grant
|  | Target Performance Bonus |  | % of Target Achieved |  | Actual Performance Bonus |  |  | Target Performance Equity Grant |  | % of Target Achieved |  | Actual Performance Equity Grant
M. Parrell |  | $1,600,000 |  | 167.13% |  | $2,674,080 |  |  | $1,600,000 |  | 167.13% |  | $2,674,080 |
R. Garechana |  | 550,000 |  | 144.63% |  | 795,465 |  |  | 745,000 |  | 144.63% |  | 1,077,494 |
M. Manelis |  | 650,000 |  | 144.63% |  | 940,095 |  |  | 975,000 |  | 144.63% |  | 1,410,143 |
A. Brackenridge |  | 600,000 |  | 157.13% |  | 942,780 |  |  | 750,000 |  | 157.13% |  | 1,178,475 |
S. Fenster |  | 525,000 |  | 147.13% |  | 772,433 |  |  | 315,000 |  | 147.13% |  | 463,460 |

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Long-Term Incentive Plan

As described above, LTI Awards were awarded in January 2021 to each of the NEOs at the target dollar amounts shown on page 43, covering the three-year performance period from January 1, 2021 through December 31, 2023, with the pre-established quantitative performance metrics and potential payout levels described on page 41. These LTI Awards remain subject to settlement after the end of the three-year performance period.

Compensation Risks

The Compensation Committee reviewed the elements of the Company’s compensation to determine whether they encourage excessive risk taking and concluded that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks, and that any risks arising from the Company’s compensation policies are not reasonably likely to have a material adverse effect on the Company.

Final Results of the 2019-2021 LTI Plan – Alignment of Pay and Performance

In January 2019, the Company issued LTI Awards under its 2019 Executive Compensation Program which allowed each executive to earn from 0% to 200% of a target number of Share Awards, as determined by the Company’s relative and absolute TSR and achievement of Normalized FFO over a forward-looking three-year performance period compared to pre-established quantitative performance metrics. The following tables show the performance metrics and ultimate 85.74% achievement for the LTI Awards at the completion of the three-year performance period from January 1, 2019 through December 31, 2021 and the resulting Share Awards.

Determination of Performance of Company TSR and NFFO against Performance Metrics

|  | 2019-2021 Performance Level
% of Award | Metric | Threshold | Target | Maximum | Performance Result | Performance Achievement vs Target | % of Award Achievement
35.0% | Percentile ranking of Company relative to Nareit Apartment Index | (400) bps | 0 bps | 400 bps | (732.44) bps | 0.00% of Target | 0.00%
22.5% | Percentile ranking of Company relative to Nareit Equity Index | (400) bps | 0 bps | 400 bps | (299.84) bps | 62.52% of Target | 14.07%
22.5% | Absolute Company TSR | 4% | 8% | 12% | 12.27% | 200.00% of Target | 45.00%
20.0% | Normalized FFO | (1) | (1) | (1) | (1) | 133.33% of Target | 26.67%
| TOTAL % OF TARGET ACHIEVED: | 85.74%

(1) | Per the 2019 LTI Plan, the achievement of this metric was determined on an annual basis and the average of the three years was used in the final determination of the award. The final result included actual 2019 Normalized FFO of $3.49 per share (200.00% achievement), actual 2020 Normalized FFO of $3.26 per share (0.00% achievement) and actual 2021 Normalized FFO of $2.99 per share (200.00% achievement) for a blended three-year average of 133.33% achievement.

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A comparison of this result to prior years illustrates the true variability of the Company’s Executive Compensation Program. The total percentage of target achieved for the 2016-2018, 2017-2019 and 2018-2020 LTI Plans were 30.04%, 147.15% and 61.23%, respectively.

Determination of Resulting Share Awards

The following table sets forth the Share Awards for each grantee resulting from the 85.74% achieved as shown above.

| Target Number of Share Awards |  | Target Value of Share Awards on 1/1/2019 Award Date |  | Resulting Number of Share Awards |  | Value of Resulting Number of Share Awards (1)
M. Parrell |  |  |  | 31,685 |  |  |  |  |  | $2,000,000 |  |  |  |  |  | 27,166 |  |  |  |  |  |  | $1,714,718 |
R. Garechana |  |  |  | 7,717 |  |  |  |  |  | 500,000 |  |  |  |  |  | 6,615 |  |  |  |  |  |  | 428,555 |
M. Manelis |  |  |  | 9,261 |  |  |  |  |  | 600,000 |  |  |  |  |  | 7,940 |  |  |  |  |  |  | 514,393 |
A. Brackenridge (2) |  |  |  | — |  |  |  |  |  | — |  |  |  |  |  | — |  |  |  |  |  |  | — |
S. Fenster |  |  |  | 3,762 |  |  |  |  |  | 237,500 |  |  |  |  |  | 3,225 |  |  |  |  |  |  | 203,562 |

(1) | The value of the Share Awards is calculated by multiplying the resulting number of Share Awards by the original grant date fair valuation of $65.36 for restricted shares or $63.12 for restricted units.

(2) | Mr. Brackenridge transitioned to his current role during 2020 and therefore was not a participant in the 2019 LTI Plan.

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2019 Actual Compensation – Annual Incentive Plan and LTI Plan

With the determination of the 2019-2021 LTI Awards now final as shown above, we can provide shareholders with a complete picture of actual NEO compensation achieved for service in the year 2019 in relation to target, clearly illustrating the variability of compensation and link between pay and performance:

|  | Annual Salary |  | Annual Incentive Plan |  | LTI Plan (1) |  |  |  | Total Achieved Compensation |  |  |  |  |  | Target Compensation |  |  |  |  |  | % of Target Achieved |
M. Parrell |  |  |  | $800,000 |  |  |  |  |  | $4,781,760 | (2) |  |  |  |  | $1,714,718 |  |  |  |  |  | $7,296,478 |  |  |  |  |  | $6,000,000 |  |  |  |  |  | 121.61% | (6)
R. Garechana |  |  |  | 500,000 |  |  |  |  |  | 1,350,500 | (3) |  |  |  |  | 428,555 |  |  |  |  |  | 2,279,055 |  |  |  |  |  | 2,000,000 |  |  |  |  |  | 113.95% |
M. Manelis |  |  |  | 600,000 |  |  |  |  |  | 1,710,600 | (4) |  |  |  |  | 514,393 |  |  |  |  |  | 2,824,993 |  |  |  |  |  | 2,400,000 |  |  |  |  |  | 117.71% |
S. Fenster |  |  |  | 475,000 |  |  |  |  |  | 962,232 | (5) |  |  |  |  | 203,562 |  |  |  |  |  | 1,640,794 |  |  |  |  |  | 1,425,000 |  |  |  |  |  | 115.14% |

(1) | The value of the LTI Awards is calculated by multiplying the number of Share Awards resulting from the ultimate 85.74% achievement under the 2019 LTI Plan by the original grant date valuation.

(2) | Mr. Parrell achieved 149.43% of target on his Performance Bonus and his Performance Equity Grant in 2019.

(3) | Mr. Garechana achieved 135.05% of target on his Performance Bonus and his Performance Equity Grant in 2019.

(4) | Mr. Manelis achieved 142.55% of target on his Performance Bonus and his Performance Equity Grant in 2019.

(5) | Mr. Fenster achieved 135.05% of target on his Performance Bonus and his Performance Equity Grant in 2019.

(6) | As a comparison, Mr. Parrell’s equivalent percentage of target achieved for 2018 and 2017 was 103.33% and 133%, respectively.

Mr. Brackenridge was not a participant in the 2019 LTI Plan and thus has been omitted from the table above. Messrs. Garechana and Manelis were not participants in the 2018 or 2017 LTI Plans, and Mr. Fenster was not a participant in the 2017 LTI Plan and not a NEO in 2018, and thus there are no historical percentages of target achieved for comparison purposes.

Benchmarking

To measure the Company’s executive compensation for competitiveness in the industry, the Compensation Committee engaged Ferguson Partners Consulting (“Ferguson Partners”), a nationally recognized independent compensation consultant, to conduct an analysis that benchmarked the Company’s executive compensation against a peer group of other large REITs (by capitalization).

The Compensation Committee believes that the use of peer market data is important in developing an optimal compensation program. The Compensation Committee and Ferguson Partners consider qualitative factors (such as tenure and experience in the role), internal equity and external market data in making both individual and plan-level compensation decisions. While the Compensation Committee does not target a specific percentile range within the peer group, this benchmarking data provides a reference point in determining whether pay magnitudes and designs are appropriate when ultimately making compensation decisions.

The Compensation Committee reviews the peer group annually to ensure the included companies still serve as appropriate comparisons to the Company. Target compensation and incentive opportunity levels are continuously evaluated and are adjusted when appropriate, to ensure market comparability.

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F erguson Partners performed its annual executive compensation study in 2021, which showed that compensation of our Chief Executive Officer and the remaining executive team generally ranked between the 25th percentile and the median of the peer group data. While the executive team is increasing in tenure, it remains generally less tenured than the peer group due to the number of recent promotions. As such, w e expect target compensation for our NEOs to adjust over time to align with the general market in a manner commensurate with their performance.

Peer |  | Industry |  | UPREIT Market Capitalization |  | Total Capitalization
American Tower Corporation |  | Communications |  | $133.3 billion |  | $189.3 billion
Prologis, Inc. |  | Industrial |  | $128.1 billion |  | $149.8 billion
Equinix, Inc. |  | Data Center |  | $76.6 billion |  | $91.6 billion
Simon Property Group, Inc. |  | Regional Mall |  | $60.1 billion |  | $86.5 billion
Public Storage |  | Self-Storage |  | $65.8 billion |  | $77.4 billion
Digital Realty Trust, Inc. |  | Data Center |  | $51.4 billion |  | $67.1 billion
Welltower Inc. |  | Health Care |  | $38.5 billion |  | $54.1 billion
Equity Residential |  | Multifamily |  | $35.1 billion |  | $43.8 billion
AvalonBay Communities, Inc. |  | Multifamily |  | $35.3 billion |  | $43.6 billion
Extra Space Storage Inc. |  | Self-Storage |  | $31.8 billion |  | $38.4 billion
Invitation Homes Inc. |  | Single Family |  | $27.4 billion |  | $35.4 billion
Boston Properties, Inc. |  | Office |  | $20.1 billion |  | $35.0 billion
Ventas, Inc. |  | Health Care |  | $20.6 billion |  | $33.0 billion
Mid-America Apartment Communities, Inc. |  | Multifamily |  | $27.2 billion |  | $31.8 billion
Essex Property Trust, Inc. |  | Multifamily |  | $23.8 billion |  | $30.3 billion
UDR, Inc. |  | Multifamily |  | $20.4 billion |  | $26.2 billion
Camden Property Trust |  | Multifamily |  | $18.8 billion |  | $21.9 billion
Vornado Realty Trust |  | Office |  | $8.6 billion |  | $19.2 billion

Source: S&P Global, data as of December 31, 2021.

The Compensation Committee conducted a conflict of interest assessment for 2021 services and concluded that no conflict of interest existed with respect to the work of Ferguson Partners.

Compensation Clawback Policy

The Board has adopted a formal executive compensation clawback policy. If the Company is required to restate its financial results due to material noncompliance with any financial reporting requirement, other than due to a change in applicable accounting methods, rules or interpretations, the result of which is that any performance-based compensation received by an executive during the three-year period preceding the publication of the restated financial statement (the “Awarded Compensation”) would have been lower (the “Actual Compensation”) had it been calculated based on such restated results, the Compensation Committee may seek to recover for the benefit of the Company all or a portion of the after-tax difference between the Awarded Compensation and the Actual Compensation. The policy is available on the Company’s website at www.equityapartments.com in the Investor section under “Corporate Governance.”

Following the SEC’s adoption of final rules regarding executive recoupment policies pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company will amend its clawback policy, if necessary, to conform with the final rules.

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Compensation Co mmittee Report

The Compensation Committee has reviewed and discussed the Company’s Compensation Discussion and Analysis provided above with the Company’s management. Based on this review and discussion, we recommended to the Board the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee:

Mary Kay Haben, Chair

Raymond Bennett

Connie K. Duckworth

Mark S. Shapiro

Stephen E. Sterrett

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EXECUTIVE COMPENSATION

The following table shows the compensation paid by the Company to our NEOs during the years shown.

Summary Compensation Table

Year |  | Salary |  | Share Awards (1) |  | Option Awards (1) |  | Non-Equity Incentive Plan Compensation (2) |  | All Other Compensation (3) |  | Total Compensation
Mark J. Parrell President & Chief Executive Officer |
2021 |  |  |  | $800,000 |  |  |  |  |  | $6,406,107 |  |  |  |  |  | $600,678 |  |  |  |  |  | $668,520 |  |  |  |  |  | $15,222 |  |  |  |  |  | $8,490,527 |
2020 |  |  |  | 800,000 |  |  |  |  |  | 5,590,828 |  |  |  |  |  | 0 |  |  |  |  |  | 1,201,280 |  |  |  |  |  | 8,550 |  |  |  |  |  | 7,600,658 |
2019 |  |  |  | 800,000 |  |  |  |  |  | 3,383,836 |  |  |  |  |  | 0 |  |  |  |  |  | 2,390,880 |  |  |  |  |  | 13,445 |  |  |  |  |  | 6,588,161 |
Robert A. Garechana Executive Vice President & Chief Financial Officer |
2021 |  |  |  | $550,000 |  |  |  |  |  | $1,085,040 |  |  |  |  |  | $260,189 |  |  |  |  |  | $795,465 |  |  |  |  |  | $14,778 |  |  |  |  |  | $2,705,472 |
2020 |  |  |  | 550,000 |  |  |  |  |  | 1,208,560 |  |  |  |  |  | 126,670 |  |  |  |  |  | 433,565 |  |  |  |  |  | 8,550 |  |  |  |  |  | 2,327,345 |
2019 |  |  |  | 500,000 |  |  |  |  |  | 937,758 |  |  |  |  |  | 101,089 |  |  |  |  |  | 675,250 |  |  |  |  |  | 13,449 |  |  |  |  |  | 2,227,546 |
Michael L. Manelis Executive Vice President & Chief Operating Officer |
2021 |  |  |  | $650,000 |  |  |  |  |  | $1,150,257 |  |  |  |  |  | $526,116 |  |  |  |  |  | $940,095 |  |  |  |  |  | $10,200 |  |  |  |  |  | $3,276,668 |
2020 |  |  |  | 650,000 |  |  |  |  |  | 1,453,890 |  |  |  |  |  | 213,863 |  |  |  |  |  | 561,145 |  |  |  |  |  | 20,971 |  |  |  |  |  | 2,899,869 |
2019 |  |  |  | 600,000 |  |  |  |  |  | 1,143,591 |  |  |  |  |  | 181,277 |  |  |  |  |  | 855,300 |  |  |  |  |  | 15,560 |  |  |  |  |  | 2,795,728 |
Alexander Brackenridge (4) Executive Vice President & Chief Investment Officer |
2021 |  |  |  | $600,000 |  |  |  |  |  | $1,396,619 |  |  |  |  |  | $0 |  |  |  |  |  | $942,780 |  |  |  |  |  | $14,587 |  |  |  |  |  | $2,953,986 |
2020 |  |  |  | 600,000 |  |  |  |  |  | 1,344,922 |  |  |  |  |  | 0 |  |  |  |  |  | 472,980 |  |  |  |  |  | 180,571 | (5) |  |  |  |  | 2,598,473 |
2019 |  |  |  | — |  |  |  |  |  | — |  |  |  |  |  | — |  |  |  |  |  | — |  |  |  |  |  | — |  |  |  |  |  | — |
Scott J. Fenster (6) Executive Vice President & General Counsel |
2021 |  |  |  | $525,000 |  |  |  |  |  | $651,158 |  |  |  |  |  | $62,136 |  |  |  |  |  | $772,433 |  |  |  |  |  | $13,470 |  |  |  |  |  | $2,024,197 |
2020 |  |  |  | — |  |  |  |  |  | — |  |  |  |  |  | — |  |  |  |  |  | — |  |  |  |  |  | — |  |  |  |  |  | — |
2019 |  |  |  | 475,000 |  |  |  |  |  | 490,967 |  |  |  |  |  | 0 |  |  |  |  |  | 641,488 |  |  |  |  |  | 12,915 |  |  |  |  |  | 1,620,370 |

(1) | Share Awards and Option Awards.

| (a) | Annual Incentive Plan and LTI Awards. The dollar amount shown is the grant date fair value of the Share Awards and Option Awards granted under the Company’s Annual Incentive Plan during the listed years for services performed in the prior year and the target grant date fair value of the LTI Awards granted under the LTI Plan during the listed years and which are settled at the end of the applicable three-year performance period. As further described in the CD&A, the actual amounts paid out at the end of the respective three-year performance periods may range from 0% to 200% of the target number of LTI Awards. The settlement of the awards under the 2019 LTI Plan is described on pages 55-56, in the CD&A. The grant date fair value of the 2021 LTI Awards, if earned at the 200% maximum level, for each of the NEOs is: $7,599,892 for Mr. Parrell; $1,649,916 for Mr. Garechana; $1,949,900 for Mr. Manelis; $1,799,984 for Mr. Brackenridge; and $929,962 for Mr. Fenster. Assumptions used in the calculation of grant date fair value for the primary grant of Share Awards and Option

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|  | Awards each year are included in footnotes 2 and 12 of the audited financial statements included in the Company’s Annual Reports on Form 10-K for 2021, 2020 and 2019.

| (b) | Performance Bonuses Paid in the form of Share Awards or Option Awards. Officers are offered the opportunity to receive some or all of their Performance Bonus in fully vested restricted units or fully vested options as an alternative to cash. 75% of the 2021 Performance Bonus for Mr. Parrell was paid in the form of fully vested restricted units and are included in the Share Awards column. All fully vested restricted units and fully vested options paid as all or a portion of a Performance Bonus are shown in the year in which the services were performed, even though paid in February of the following year. Assumptions used in the calculation of grant date fair value for the primary grant of Share Awards and Option Awards each year are included in footnotes 2 and 12 of the audited financial statements included in the Company’s Annual Reports on Form 10-K for 2021, 2020 and 2019.

(2) | Non-Equity Incentive Plan Compensation. Represents discretionary cash performance bonuses by the Company for the year in which the services were performed, even though paid in February of the following year. Accordingly, the amounts listed for 2021, 2020 and 2019 consist of Performance Bonuses paid in February 2022, 2021 and 2020, respectively. Any Performance Bonuses paid in the form of fully vested restricted units or fully vested options as an alternative to cash are included in the amounts shown in the Share Awards and Option Awards columns.

(3) | All Other Compensation. Represents other benefits provided to the NEOs, including Company matching and contributions (if any) to the Company’s 401(k) plan and the cost of executive physicals.

(4) | Mr. Brackenridge was appointed as Chief Investment Officer on September 1, 2020. Mr. Brackenridge’s compensation is not disclosed for years prior to the year in which he became a NEO.

(5) | Represents other benefits provided to Mr. Brackenridge, consisting of: (a) Company matching and contributions (if any) to the Company’s 401(k) plan; (b) a housing allowance of $58,154 and relocation expenses of $50,000; and (c) reimbursement of $63,867 for taxes paid as a result of the foregoing housing allowance and relocation expenses. Mr. Brackenridge received benefits consisting of a housing allowance, relocation expenses and tax reimbursement due to his relocation to Chicago, the location of the Company’s headquarters, as a result of his appointment as Chief Investment Officer in 2020, and such benefits do not continue into future years.

(6) | Mr. Fenster’s compensation is not disclosed for years in which he was not a NEO.

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Grants of Plan-Based Awards in 2021

The following table shows the number of Share Awards, Option Awards and LTI Awards granted to the NEOs in the calendar year 2021.

|  |  |  | Number of Share |  | Number of Option |  | Estimated Future Payouts of LTI Awards Under Equity Incentive Plan (2) |  | Grant Date
|  | Grant Date |  | Awards Granted (1) |  | Awards Granted (1) |  |  | Threshold (#) |  | Target (#) |  | Maximum (#) |  |  | Fair Value of Awards (3)
M. Parrell |  | 1/1/21 |  | — |  | — |  |  | 31,762 |  | 63,523 |  | 127,046 |  |  | $3,799,946 |
|  | 2/12/21 |  | 9,329 |  | 75,462 |  |  |  |  | — |  |  |  |  | 1,201,279 |
R. Garechana |  | 1/1/21 |  | — |  | — |  |  | 6,842 |  | 13,684 |  | 27,368 |  |  | 824,958 |
|  | 2/12/21 |  | 3,947 |  | 32,687 |  |  |  |  | — |  |  |  |  | 520,271 |
M. Manelis |  | 1/1/21 |  | — |  | — |  |  | 8,086 |  | 16,172 |  | 32,344 |  |  | 974,950 |
|  | 2/12/21 |  | 2,723 |  | 66,095 |  |  |  |  | — |  |  |  |  | 701,423 |
A. Brackenridge |  | 1/1/21 |  | — |  | — |  |  | 7,523 |  | 15,045 |  | 30,090 |  |  | 899,992 |
|  | 2/12/21 |  | 7,714 |  | — |  |  |  |  | — |  |  |  |  | 496,627 |
S. Fenster |  | 1/1/21 |  | — |  | — |  |  | 3,887 |  | 7,773 |  | 15,546 |  |  | 464,981 |
|  | 2/12/21 |  | 2,759 |  | 7,806 |  |  |  |  | — |  |  |  |  | 248,313 |

(1) | Represents the 2021 grant of Share Awards and Option Awards for services performed in 2020 which were approved by the Board on January 25, 2021. The Share Awards vest in full on the third anniversary of the grant date, subject to continuous employment and retirement provisions. The Option Awards were granted at an exercise price of $67.48, the closing price of the common shares on the grant date, and vest in equal installments over three years.

(2) | Represents the threshold (50%), target (100%) and maximum (200%) number of LTI Awards approved by the Board on December 17, 2020 and granted in January 2021 for the 2021-2023 performance period. The target number of LTI Awards is derived by dividing the grant date fair value of such awards by the Monte Carlo value as of the date of the award of $59.82 per restricted unit and $61.73 per restricted share. For additional information regarding the terms of LTI Awards, including vesting schedule and dividends, see the CD&A.

(3) | The grant date fair value of the Share Awards was calculated based on a price of (i) $64.38 per restricted unit, a 4.6% reduction to the closing price of the Company’s common shares on the grant date to take into account various risks associated with restricted units, such as book-up risk, and (ii) $67.48 per restricted share, the closing price of the common shares on the grant date. The grant date fair value of the LTI Awards reflects the value of the number of LTI Awards if earned at Target, using a Monte Carlo value as of the date of the award of $59.82 per restricted unit and $61.73 per restricted share. See footnote 12 of the audited financial statements included in the Company’s Annual Report on Form 10-K for 2021 for additional discussion of the assumptions used in calculating grant date fair value of the LTI Awards and the Option Awards.

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Outstanding Equity Awards at December 31, 2021

|  | Option Awards |  |  | Share Awards |  |  | LTI Awards
|  | Number of Unexercised Option Awards |  | Option Exercise Price |  | Option Expiration Date (1) |  |  | Number of Earned/ Unvested Share Awards |  | Market Value of Earned/ Unvested Share Awards |  |  | Number of Unearned/ Unvested LTI Awards |  | Market Value of Unearned/ Unvested LTI Awards
|  | Exercisable |  | Unexercisable |  |  |  |  |  |  | (2) |  | (3) |  |  | (4) |  | (5)
M. Parrell |  |  |  |  |  |  |  |  |  |  |  |  |
|  | 29,693 |  | — |  | $60.76 |  | 02/02/27 |  |  | 59,552 |  | $5,389,456 |  |  | 115,217 |  | $10,427,139 |
|  | 82,975 |  | — |  | 60.33 |  | 02/01/28 |  |  | — |  | — |  |  | — |  | — |
|  | — |  | 75,462 |  | 67.48 |  | 02/12/31 |  |  | — |  | — |  |  | — |  | — |
R. Garechana |  |  |  |  |  |  |  |  |  |  |
|  | 2,614 |  | — |  | 64.99 |  | 02/04/26 |  |  | 16,629 |  | 1,504,925 |  |  | 25,336 |  | 2,292,908 |
|  | 8,361 |  | 4,181 |  | 72.02 |  | 02/01/29 |  |  | — |  | — |  |  | — |  | — |
|  | 5,840 |  | 11,680 |  | 83.08 |  | 01/31/30 |  |  | — |  | — |  |  | — |  | — |
|  | — |  | 32,687 |  | 67.48 |  | 02/12/31 |  |  | — |  | — |  |  | — |  | — |
M. Manelis |  |  |  |  |  |  |  |  |  |  |
|  | 668 |  | — |  | 60.76 |  | 02/02/27 |  |  | 18,221 |  | 1,649,001 |  |  | 30,342 |  | 2,745,951 |
|  | 7,345 |  | — |  | 60.33 |  | 02/01/28 |  |  | — |  | — |  |  | — |  | — |
|  | 14,994 |  | 7,497 |  | 72.02 |  | 02/01/29 |  |  | — |  | — |  |  | — |  | — |
|  | 9,860 |  | 19,720 |  | 83.08 |  | 01/31/30 |  |  | — |  | — |  |  | — |  | — |
|  | — |  | 66,095 |  | 67.48 |  | 02/12/31 |  |  | — |  | — |  |  | — |  | — |
A. Brackenridge |  |  |  |  |  |  |  |  |  |  |
|  | 10,344 |  | 5,172 |  | 72.02 |  | 02/01/29 |  |  | 20,442 |  | 1,850,001 |  |  | 20,638 |  | 1,867,739 |
S. Fenster |  |  |  |  |  |  |  |  |  |  |
|  | 3,763 |  | — |  | 46.72 |  | 02/07/23 |  |  | 10,139 |  | 917,580 |  |  | 13,564 |  | 1,227,542 |
|  | 3,512 |  | — |  | 48.13 |  | 02/06/24 |  |  | — |  | — |  |  | — |  | — |
|  | 2,986 |  | — |  | 68.40 |  | 02/05/25 |  |  | — |  | — |  |  | — |  | — |
|  | 15,957 |  | — |  | 60.76 |  | 02/02/27 |  |  | — |  | — |  |  | — |  | — |
|  | 29,268 |  | — |  | 60.33 |  | 02/01/28 |  |  | — |  | — |  |  | — |  | — |
|  | — |  | 7,806 |  | 67.48 |  | 02/12/31 |  |  | — |  | — |  |  | — |  | — |

(1) | These Option Awards, which were granted 10 years prior to the stated expiration date, vest in approximately equal installments over three years from the grant date (subject to continuous employment/retirement provisions).

(2) | These Share Awards vest in full on the third anniversary of the grant date (subject to continuous employment/retirement provisions).

(3) | Reflects the number of earned/unvested Share Awards multiplied by $90.50, the closing price of the Company’s common shares at December 31, 2021.

(4) | Reflects the number of LTI Awards (which are payable in the form of Share Awards and cliff vest following the three-year anniversary of the grant date, after determination of performance by the Compensation Committee and subject to continuous employment/retirement provisions) granted in (i) January 2019, valued at 85.74% of the target grant, the actual achievement of the 2019 LTI Plan at the end of the three-year performance period at December 31, 2021, as further described on page 55, in the CD&A, (ii) January 2020, valued at approximately 41.29% of the target grant, assuming the three-year performance period from 2020-2022 had terminated and been valued as of December 31, 2021, and (iii) January 2021, valued at approximately 110.00% of the target grant, assuming the three-year performance period from 2021-2023 had terminated and been valued as of December 31, 2021. The actual number of Share Awards issued will not be determined until the end of the respective three-year performance period.

(5) | Reflects the number of unearned/unvested LTI Awards calculated pursuant to the previous footnote and multiplied by $90.50, the closing price of the Company’s common shares at December 31, 2021.

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Option Exercises and Shares Vested During 2021

The following table shows the value realized by the NEOs upon exercise of Option Awards and the vesting of Share Awards during 2021.

|  | Option Awards |  | Share Awards (1)
|  | Number of Shares Acquired on Exercise |  | Value Realized on Exercise |  | Number of Shares Acquired on Vesting |  | Value Realized on Vesting
M. Parrell |  |  |  | — |  |  |  |  |  | — |  |  |  |  |  | 11,812 |  |  |  |  |  |  | $797,074
R. Garechana |  |  |  | 9,146 |  |  |  |  |  | $236,698 |  |  |  |  |  | 2,797 |  |  |  |  |  |  | 188,742
M. Manelis |  |  |  | 20,000 |  |  |  |  |  | 326,800 |  |  |  |  |  | 4,012 | (2) |  |  |  |  |  | 270,730
A. Brackenridge |  |  |  | — |  |  |  |  |  | — |  |  |  |  |  | 8,287 |  |  |  |  |  |  | 559,207
S. Fenster |  |  |  | 2,000 |  |  |  |  |  | 47,320 |  |  |  |  |  | 3,111 |  |  |  |  |  |  | 209,930

(1) | Reflects the vesting of Share Awards granted in 2018 for services performed in 2017 and LTI Awards granted under the 2018 LTI Plan.

(2) | Includes 1,326 common shares that Mr. Manelis deferred to the SERP.

Pension Benefits

The Company does not have a pension plan for its executives and therefore, there are no pension benefits to disclose.

Nonqualified Deferred Compensation

The following table shows the current value of the compensation previously earned and deferred by the NEOs to the Company’s employee-funded SERP during 2021. As the Company does not make contributions to the SERP and does not guarantee any investment return, the balances shown are comprised entirely of contributions made by the NEOs from their salary, Performance Bonus or Performance Equity Grants for prior years and the earnings on those amounts.

|  | Executive Contributions in 2021 (1) |  | Company Contributions in 2021 |  | Earnings (Losses) in 2021 |  | Withdrawals in 2021 |  | Balance at December 31, 2021 (2)
M. Parrell |  |  |  | $240,256 |  |  |  |  |  | $0 |  |  |  |  |  | $1,144,746 |  |  |  |  |  | $0 |  |  |  |  |  | $10,980,396
R. Garechana |  |  |  | 124,891 |  |  |  |  |  | 0 |  |  |  |  |  | 235,886 |  |  |  |  |  | 0 |  |  |  |  |  | 1,448,956
M. Manelis |  |  |  | 145,593 |  |  |  |  |  | 0 |  |  |  |  |  | 461,538 |  |  |  |  |  | 0 |  |  |  |  |  | 2,752,157
A. Brackenridge |  |  |  | 0 |  |  |  |  |  | 0 |  |  |  |  |  | 211,879 |  |  |  |  |  | 0 |  |  |  |  |  | 2,124,509
S. Fenster |  |  |  | 103,464 |  |  |  |  |  | 0 |  |  |  |  |  | 209,533 |  |  |  |  |  | 0 |  |  |  |  |  | 1,364,008

(1) | All amounts contributed by a NEO in 2021 have been included as Salary in 2021 or Non-Equity Incentive Plan Compensation (i.e., Performance Bonus) for service in 2020 in the Summary Compensation Table, except as follows: for Mr. Manelis, $89,478 of his contributions are from the deferral of 1,326 common shares upon vesting, which were included in Share Awards in 2018.

(2) | All amounts contributed by a NEO in prior years have been reported in the Summary Compensation Tables in our previously filed proxy statements in the year earned to the extent he was a NEO in such year for purposes of the SEC’s executive compensation disclosure rules.

The SERP allows all Company employees with annual total cash compensation of $130,000 or more to defer receipt of up to 25% of their base salary and up to 100% of their cash Performance Bonus and incentive compensation. Any of this deferred cash compensation is deposited by the Company directly with the independent trustee of the SERP and invested, at the option of the participant, in a

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limited number of independent mutual funds. The SERP also allows the same eligible employees to defer receipt of restricted shares. Deferral elections are generally made by eligible employees during an open enrollment period each year for amounts to be earned or granted in the following year. Benefits under the SERP will be paid out, in either a lump sum or in annual installments, upon certain events such as termination of e mployment, disability, death, change in control or, in some cases, a one-time distribution at or after age 50.

Potential Payments Upon Termination of Employment or Change in Control

Change in Control/Severance Agreements

The Company has Change in Control/Severance Agreements (the “CIC Agreements”) with Messrs. Parrell, Garechana, Manelis, Brackenridge and Fenster that entitle them to receive certain severance payments upon termination of employment following a Change in Control.

The Company adopted the CIC Agreements to help ensure that the Company’s executives maintain neutrality in their decision-making process and act in the best interests of shareholders in the event of a potential merger or acquisition. A “Change in Control” will generally be deemed to have occurred upon a third party’s acquisition of 30% or more of the Company’s common shares or assets, whether through purchase, merger or consolidation.

In the event that Mr. Parrell is dismissed without Cause or resigns for Good Reason (all such terms are defined in the CIC Agreements) during the three-year period following a Change in Control, he will be entitled to all accrued but unpaid compensation, a prorated bonus and an incentive compensation grant through the date of termination and a lump sum cash severance payment equal to a 2.25 multiple of his annual base salary plus the average of his annual Performance Bonus for the last three calendar years. In the event that Messrs. Garechana, Manelis, Brackenridge or Fenster is dismissed without Cause or resigns for Good Reason during the two-year period following a Change in Control, such executive will be entitled to all accrued but unpaid compensation, a prorated bonus and long-term incentive compensation grant through the date of termination and a lump sum cash severance payment equal to a 2.25 multiple of the executive’s annual base salary plus the executive’s target annual Performance Bonus and target Performance Equity Grant.

Each NEO is also entitled to continued medical, dental, life and disability benefits for 2.25 years. If any payments made to Mr. Parrell would result in an excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (“IRC”), he would become entitled to receive a tax reimbursement that would put him in the same financial position after-tax that he would have been in if the excise tax did not apply to such amounts. The Company will not enter into any new agreements with its executives that include excise tax gross-up provisions with respect to payments contingent upon a Change in Control and has not since March 2009.

If any payments or benefits received or to be received by Messrs. Garechana, Manelis, Brackenridge or Fenster would subject the executive to the excise tax imposed by the IRC, the executive’s payments and benefits will be reduced to the extent necessary to avoid such excise tax, but only if such a reduction of pay or benefits would result in a greater net after-tax amount for the executive. If not, the executive’s payments and benefits would be subject to excise tax. This provision is commonly referred to as a “modified cutback.”

The Company’s termination of an executive is for Cause if: (i) the executive has been convicted of a felony involving fraud or dishonesty; or (ii) the termination is evidenced by a resolution adopted in

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good faith by at least two-thirds of the Board that the executive either intentionally and continually failed substantially to perform his reasonabl y assigned duties for more than 30 days after written notice, or the executive intentionally engaged in conduct which is demonstrably and materially injurious to the Company. A termination by an executive is for Good Reason, and is thus treated the same as termination by the Company without Cause, if it results from: (i) a material diminution in the executive’s status, position or responsibilities; (ii) any reduction in the executive’s base salary or overall compensation and benefits; (iii) the re location of the executive’s primary office by more than 30 miles; or (iv) a material breach by the Company of the CIC Agreement, the Company’s insolvency or any purported termination of the executive’s employment for Cause which does not comply with the CIC Agreement.

The following table discloses the potential severance benefits that would be provided by the Company to each NEO under the Company’s contractual obligations in the event of the various termination of employment and retirement scenarios described below or a Change in Control of the Company on December 31, 2021.

Event |  | M. Parrell |  | R. Garechana |  | M. Manelis |  | A. Brackenridge |  | S. Fenster
Change in Control with termination without Cause: |  |  |  |  |  |  |  |  |  |
• Cash Severance (1) |  | $5,532,045 |  | $4,151,250 |  | $5,118,750 |  | $4,387,500 |  | $3,071,250
• Accrued Bonus and LTC (2) |  | 3,200,000 |  | 1,295,000 |  | 1,625,000 |  | 1,350,000 |  | 840,000
• Healthcare Benefits (3) |  | 61,686 |  | 18,988 |  | 59,234 |  | 42,094 |  | 6,280
• Excise Tax Gross-Up (4) |  | 8,415,225 |  | — |  | — |  | — |  | —
Total: |  | $17,208,956 |  | $5,465,238 |  | $6,802,984 |  | $5,779,594 |  | $3,917,530
Change in Control without termination; Death or Disability; Voluntary Resignation or Retirement; Termination for Cause: |  |  |  |  |  |  |  |  |  |
• Cash Severance |  | — |  | — |  | — |  | — |  | —
• Accrued Bonus and LTC |  | — |  | — |  | — |  | — |  | —
• Healthcare Benefits |  | — |  | — |  | — |  | — |  | —
• Excise Tax Gross-Up |  | — |  | — |  | — |  | — |  | —
Total: |  | — |  | — |  | — |  | — |  | —

(1) | The cash severance due Mr. Parrell is 2.25 times the sum of base salary and average Performance Bonus paid in the last three calendar years. The cash severance due Messrs. Garechana, Manelis, Brackenridge and Fenster is 2.25 times the sum of their respective base salary, target Performance Bonus and target Performance Equity Grant.

(2) | Represents the target Performance Bonus and the target Performance Equity Grant of Share Awards and Option Awards under the Annual Incentive Plan for services performed in 2021, which otherwise would have been paid in 2022.

(3) | Represents the cost of the continuation of healthcare benefits for the applicable time periods described above.

(4) | Upon a Change in Control of the Company, the executive may be subject to certain excise taxes under Section 280G of the IRC to the extent that the present value of certain Change in Control payments received by the executive pursuant to the Change in Control of the Company equals or exceeds an amount equal to the prior five-year average of the executive’s Form W-2 compensation. The Company has agreed to reimburse Mr. Parrell pursuant to the CIC Agreement for those excise taxes as well as any income and excise taxes payable by him as a result of any reimbursements for such taxes. The Company will not enter into any new agreements with its executives that include excise tax gross-up provisions with respect to payments contingent upon a Change in Control and has not since March 2009. The amount shown takes into account acceleration of unvested equity awards disclosed below.

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Pursuant to the Company’s 2019 Share Incentive Plan (the “2019 Share Plan”), effective for grants made after June 27, 2019, an employee will generally receive accelerated vesting of unvested Option Awards and Share Awards only upon the termination of such employee (other than for good cause) at or within 24 months following a Change in Control or upon the death or disability of such employee. This is commonly referred to as a “double-trigger.” Under the Company’s prior Share Incentive Plans, in the event of a Change in Control, all of the Company’s employees, and any individual employee who dies or is disabled, would have received accelerated vesting of unvested Option Awards and Share Awards.

The following table discloses the value of the accelerated vesting of equity awards issued under the Company’s Share Incentive Plans for each of the NEOs assuming a Change in Control with termination, death or disability or a Change in Control without termination as of December 31, 2021.

Event |  | M. Parrell |  | R. Garechana |  | M. Manelis |  | A. Brackenridge |  | S. Fenster
Change in Control with Termination; Death or Disability: |  |  |  |  |  |  |  |  |  |
• Unvested equity awards (1) |  | $17,553,730 |  | $4,714,218 |  | $6,201,325 |  | $3,813,319 |  | $2,324,816
Change in Control without Termination: |  |  |  |  |  |  |  |  |  |
• Unvested equity awards (2) |  | $4,262,369 |  | $1,226,072 |  | $1,548,716 |  | $566,722 |  | $610,423

(1) | The dollar amount shown equals the number at December 31, 2021 of outstanding unvested equity awards, including, but not limited to: (i) the number of unvested 2021 LTI Awards valued at approximately 110.00% of target, assuming the three-year performance period from 2021-2023 had terminated and been valued as of December 31, 2021, multiplied by $90.50, the closing price of the Company’s common shares on December 31, 2021; (ii) the number of unvested 2020 LTI Awards valued at approximately 41.29% of target, assuming the three-year performance period from 2020-2022 had terminated and been valued as of December 31, 2021, multiplied by $90.50, the closing price of the Company’s common shares on December 31, 2021; (iii) the actual number of unvested 2019 LTI Awards resulting from the settlement of such awards at the completion of the three-year performance period from 2019-2021, multiplied by $90.50, the closing price of the Company’s common shares on December 31, 2021; and (iv) restricted units whose capital accounts had not yet reached a specified target for federal income tax purposes and thus are forfeitable, valued at the closing price of the Company’s common shares on December 31, 2021.

(2) | The dollar amount shown equals the number at December 31, 2021 of outstanding unvested equity awards issued under the Company’s 2011 Share Incentive Plan, including, but not limited to, the actual number of unvested 2019 LTI Awards resulting from the settlement of such awards at the completion of the three-year performance period from 2019-2021, multiplied by $90.50, the closing price of the Company’s common shares on December 31, 2021. As of the date of this Proxy Statement, all equity awards included under “Change in Control without Termination” above have vested per their terms, and all outstanding unvested equity awards are subject to the “double-trigger” described above.

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Amounts Not Shown in Tables

The following benefits apply generally to all similarly situated employees and are not included in the above tables:

• | Distributions of plan balances under the Company’s SERP as shown in the Nonqualified Deferred Compensation table; and

• | Payments and benefits to the extent they are provided on a non-discriminatory basis to all employees generally upon termination of employment including: (i) accrued salary and vacation pay; (ii) distributions of plan balances under the Company’s 401(k) plan; and (iii) life insurance proceeds in the event of death.

Retirement Benefits

While the Company has no mandatory retirement age for employees, the Company’s Share Incentive Plans do provide for certain benefits for employees upon voluntary retirement at or after age 62 or upon meeting certain age/length of service requirements. For employees hired prior to January 1, 2009 and, effective with the 2019 Share Plan, who were at least 59 years old as of February 1, 2019 (“age 62 eligible employees”), retirement will mean the voluntary termination of employment (other than for good cause (defined below)): (i) at or after age 62; or (ii) prior to age 62 after meeting the requirements of the Rule of 70 (defined below). For all other employees, retirement will mean the voluntary termination of employment (other than for good cause) after meeting the requirements of the Rule of 70.

“Good cause” includes, but is not limited to, the grantee’s engaging in conduct which (i) breaches his or her duty of loyalty to the Company, (ii) is injurious to the Company or a subsidiary thereof or (iii) disparages the Company, any subsidiary thereof or any of their respective officers or trustees.

The “Rule of 70” is met when an employee’s years of service with the Company (which must be at least 15 years) plus his or her age (which must be at least 55 years) on the date of retirement equals or exceeds 70. In addition, the employee must give the Company at least six months’ advance written notice of his or her intention to retire and sign a release upon termination of employment, releasing the Company from customary claims and agreeing to ongoing non-competition and employee non-solicitation provisions. The Rule of 70 does not apply to trustees.

For age 62 eligible employees who retire at or after age 62 or for trustees who retire at or after age 72, such individual’s unvested Share Awards and Option Awards would immediately vest, and Option Awards would continue to be exercisable for the balance of the applicable 10-year option period. For all other employees (and those age 62 eligible employees who choose to retire prior to age 62), upon retirement under the Rule of 70, such employee’s unvested Share Awards and Option Awards would continue to vest per the original vesting schedule (subject to immediate vesting upon the employee’s death or disability), and Option Awards would continue to be exercisable for the balance of the applicable 10-year option period, subject to the employee’s compliance with the non-competition and employee non-solicitation provisions. If an employee violates these provisions after such retirement, all unvested Share Awards and unvested and vested Option Awards at the time of the violation would be void, unless otherwise approved by the Compensation Committee.

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CEO Pay Ratio

SEC rules require us to set forth the ratio that annual total compensation for Mr. Parrell bears to the median annual total compensation of the Company’s employees, other than Mr. Parrell. The Company has approximately 2,400 employees located solely within the United States, with approximately 500 located in the Company’s Chicago headquarters and other corporate offices, and the remaining approximately 1,900 serving our residents every day on-site at our communities.

For purposes of calculating annual total compensation under SEC rules, the Company identified a median employee as of December 31, 2020. The median employee was identified by using the same calculation methodology for 2020 total compensation as used for the Chief Executive Officer’s “Total Compensation” as reflected in the Summary Compensation Table, but removing from the calculation any Company matching contributions to the 401(k) plan, as employee participation in such plan varies. This method was consistently applied to all employees other than the Chief Executive Officer, whose compensation is excluded for purposes of identifying the median employee. The Company used its actual employee population as opposed to a statistical sampling or other method.

SEC rules permit us to use the same median employee for up to three years unless there has been a change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change in our pay ratio disclosure. The Company believes that no such changes have occurred and that there have been no other changes in the 2020 median employee’s circumstances that would significantly affect its pay ratio disclosure. Accordingly, the Company used the same median employee in 2021 as in 2020 and calculated 2021 total compensation for such employee using the same methodology as used for Mr. Parrell’s Total Compensation as reflected in the Summary Compensation Table. Based on this calculation, the 2021 total compensation for our median employee was $62,996 and the 2021 total compensation for Mr. Parrell as reflected in the Summary Compensation Table was $8,490,527. The ratio of Mr. Parrell’s compensation to that of the median employee is 135:1. Because the SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, and to apply certain exclusions and to make reasonable estimates that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio that we have reported.

As an owner and self-operator of over 300 apartment properties, the Company employs significantly more on-site property-level employees than real estate companies in other sectors, such as office and retail, or those that hire outside property management companies. Rather than outsourcing property management, the Company’s strategy generally includes self-management of its assets, which aligns the long-term investment interests of our shareholders with our focused management of income, expense and capital expenditures. This alignment of interest allows our employees to act as owners, a strategy that has served our shareholders well in the long-term.

During the COVID-19 pandemic, the Company supported employees by giving them paid time off to receive the COVID-19 vaccine, providing them with the ability to work remotely during the pandemic, providing additional paid leave for those impacted by the pandemic and paying special bonuses to certain on-site employees in recognition of their significant efforts.

Over the last seven years, shareholders have approved our Executive Compensation Program by an average of 93% support of the votes cast. As set forth in the CD&A, we believe our shareholders’ overwhelming support for the Company’s compensation program reflects the strong alignment between our Chief Executive Officer’s pay and performance.

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TRUSTEE COM PENSATION

The compensation of the Company’s trustees (excluding Messrs. Zell and Parrell) consists of an annual cash retainer and Share Awards and Option Awards with values as follows, calculated for the fiscal year from the 2021 Annual Meeting of Shareholders to the 2022 Annual Meeting of Shareholders:

|  | Fees
Annual Retainer |  |  |
Cash |  | $80,000 |
Equity (Share Awards and Option Awards) |  | 160,000 |
Total: |  | $240,000 |
Other Compensation |  |  |
Lead Trustee |  | $30,000 |
Audit – Chair |  | 20,000 |
Compensation – Chair |  | 20,000 |
Governance – Chair |  | 15,000 |
Audit – Member |  | 10,000 |
Compensation – Member |  | 10,000 |
Governance – Member |  | 7,500 |
Executive – Member |  | 4,000 |

Generally, the Board reviews its compensation every two years, and June 2020 would have normally been an opportunity for the Board to conduct this review of a potential increase, especially with an increased level of meetings and oversight relating to the Company’s pandemic response, but the trustees chose not to conduct this review during 2020. The trustees again chose not to conduct this review during 2021, in a time of recovery from the effects of the COVID-19 pandemic, with the result that these values have not changed since June 2018.

Trustees who are first appointed or elected to the Board after an annual meeting of shareholders receive prorated cash fees and long-term incentive grants for their service until the next annual meeting of shareholders. The Company also reimburses the trustees for travel and other expenses incurred in connection with their activities on behalf of the Company, with the exception of Mr. Zell who is responsible for his own business-related expenses. Trustees do not have pension benefits and are not entitled to any above-market or preferential earnings on nonqualified deferred compensation. Trustees are eligible to purchase shares not to exceed $100,000 per year under the Company’s Employee Share Purchase Plan at the discounted purchase price under such plan. Non-employee trustees do not participate in the Company’s 401(k) plan and do not receive any matching contributions on any trustee compensation.

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The following table shows the compensation paid to our non-employee t rustees for their service on the Board during the 2021 calendar year.

|  | Annual Cash Fees |  | Share Awards (1) |  | Option Awards (1) |  | Total
Samuel Zell |  |  |  | — |  |  |  |  |  | $3,249,961 | (2) |  |  |  |  | — |  |  |  |  |  | $3,249,961 |
Angela M. Aman |  |  |  | $90,000 |  |  |  |  |  | 159,930 |  |  |  |  |  | — |  |  |  |  |  | 249,930 |
Raymond Bennett |  |  |  | 90,000 |  |  |  |  |  | 159,955 |  |  |  |  |  | — |  |  |  |  |  | 249,955 |
Linda Walker Bynoe |  |  |  | 112,500 |  |  |  |  |  | 159,955 |  |  |  |  |  | — |  |  |  |  |  | 272,455 |
Connie K. Duckworth |  |  |  | 97,500 |  |  |  |  |  | 159,955 |  |  |  |  |  | — |  |  |  |  |  | 257,455 |
Mary Kay Haben |  |  |  | 117,500 |  |  |  |  |  | 159,955 |  |  |  |  |  | — |  |  |  |  |  | 277,455 |
Tahsinul Zia Huque |  |  |  | 90,000 |  |  |  |  |  | 159,955 |  |  |  |  |  | — |  |  |  |  |  | 249,955 |
Bradley A. Keywell (3) |  |  |  | 41,538 |  |  |  |  |  | — |  |  |  |  |  | — |  |  |  |  |  | 41,538 |
John E. Neal |  |  |  | 114,000 |  |  |  |  |  | 119,986 |  |  |  |  |  | $40,012 |  |  |  |  |  | 273,998 |
David J. Neithercut |  |  |  | 84,000 |  |  |  |  |  | 159,930 |  |  |  |  |  | — |  |  |  |  |  | 243,930 |
Mark S. Shapiro |  |  |  | 97,500 |  |  |  |  |  | 159,930 |  |  |  |  |  | — |  |  |  |  |  | 257,430 |
Stephen E. Sterrett |  |  |  | 134,000 |  |  |  |  |  | 159,955 |  |  |  |  |  | — |  |  |  |  |  | 293,955 |

(1) | For service provided by the Board from the June 2021 Annual Meeting of Shareholders to the June 2022 Annual Meeting of Shareholders, each trustee (with the exception of Messrs. Zell and Parrell) received an annual long-term compensation grant of $160,000 on June 17, 2021, which was allocated at the election of the trustee to any combination of Share Awards and Option Awards, utilizing the same valuation criteria as approved by the Board for the annual long-term compensation grants to the Company’s executives. All such Share Awards and Option Awards will vest in full on the first anniversary of the grant date. Trustees are also entitled to certain vesting benefits upon retirement, as described in the “Retirement Benefits” discussion in “Executive Compensation.” Generally, retirement means termination of service on the Board (other than for good cause) on or after age 72.

The dollar value of the restricted shares was calculated based on the closing price of the Company’s common shares on the grant date of $78.99. The dollar value of the restricted units was calculated based on a price of $74.49 per restricted unit, a 5.7% reduction to the closing price of the Company’s common shares on the grant date to take into account various risks associated with restricted units, such as book-up risk. The Option Awards were granted at an exercise price equal to the closing share price of the common shares on the grant date of $78.99. The grant date fair value of $9.79 per Option Award was calculated using the modified Black-Scholes option pricing model and the following assumptions: an estimated time until exercise of 5 years, a volatility of 21.60%, a risk-free interest rate of 0.90% and a dividend yield of 3.32%.

(2) | For Mr. Zell’s services performed in 2021 as Chairman of the Board, his target compensation of $3,250,000 was paid solely in the form of a LTI Award which was awarded in January 2021 and remains subject to settlement at the end of the three-year performance period from January 1, 2021 to December 31, 2023. The amount shown is the target grant date fair value of the 2021 LTI Award. As previously described in the CD&A, the actual amount paid out at the end of the three-year performance period may range from 0% to 200% of the target number of the 2021 LTI Award. The grant date fair value of the 2021 LTI Award, if earned at the 200% maximum level, is $6,499,922.

(3) | Mr. Keywell retired from the Board on June 17, 2021.

The Board’s determination of compensation for Mr. Zell recognizes his importance to our shareholders given his unique skills and abilities as one of the world’s foremost authorities on real estate investment and management and as a globally-recognized expert on public and private capital markets and that his contributions to the Board and the Company exceed the duties of a typical chairperson. Mr. Zell’s incomparable business relationships and more than 50 years of experience in the industry, his devotion of time and almost daily interaction with the Company’s executives regarding strategy, balance sheet management and other high level matters and his attendance at meetings with investors worldwide (or virtually) at the Company’s request, together with his hands-on approach to accessing new investors, governmental relations, crisis management, corporate governance, strategic planning and deal execution provide the Company with unmatched transaction opportunities, ability to attract investment and strategic vision which may not otherwise be available to us and for which the Board believes Mr. Zell’s compensation is

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appropriate. Notwithstanding commitments to other corporate boards, Mr. Zell maintains a level of engagement and availability with our executive team that is constant and unparalleled and made convenient by having his office in the same building as the Company’s headquarters. In addition, in 2021 Mr. Zell was deeply involved in mentoring and continuing to develop the executives promoted through the Company’s executive succession plan, ensuring continuity of the Company’s strategy and culture, which remains of particular importance during the Company’s recovery from the effects of the COVID-19 pandemic. As described above, Mr. Zell’s 2021 compensation was paid in the form of a LTI Award which is 100% performance-based, forward-looking and tied to objective total shareholder return metrics and achievement of Normalized FFO, aligning his compensation with the interests of our shareholders as well as with the efforts of our executives who are also participants in the LTI Plan. As a participant in the 2019 LT I Plan, Mr. Zell achieved 85.74% of his t arget award, the same percentage earned by the executives in the 2019 LTI Plan as described on page 55. This resulted in Mr. Zell earning 42,633 Share Awards, havi ng a value of $2,786,493, in relation to an original target value of $3,250,000. A comparison of this result to prior years illustrates the true variability of Mr. Zell’s compensation and the clear alignment of Mr. Zell’s compensation with total shareholder returns for the applicable period. The total percentage of target achieved for the 2016-2018, 2017-2019 and 2018-2020 LTI Plans were 30.04%, 147.15% and 61.23%, respectively, which resulted in Mr. Zell earning Share Awards having a value of $976,285, $4,782,273 and $1,989,902, respectively. The amount of Mr. Zell’s target LTI Award has not changed since 2016.

The Company entered into a Retirement Benefits Agreement with Mr. Zell in October 2001 which provides him with a cash retirement benefit after the termination of his service as Chairman of the Board. If Mr. Zell’s employment as Chairman is terminated for any reason, other than by the Company for Cause, he (or his estate in the event of his death) will be entitled to an annual retirement benefit of $500,000 (as increased by a CPI index from January 2002 through the termination date) over a 10-year period commencing on the termination date. Based on current assumptions, the present value of these payments as of December 31, 2021 is $6,494,299.

The Company entered into an Executive Retirement Benefits Agreement with Mr. Neithercut in February 2001 which provides him, after his retirement from the Company, with health and life insurance benefits for the remainder of his life in the same amounts and at the same rates as

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applicable to any then employed executive. Based on current assumptions, t he present value of these payments as of December 31, 2021 is $588,880.

The following table shows the number of outstanding unvested Share Awards and all outstanding Option Awards held by each non-employee trustee at December 31, 2021.

|  | Unvested Share Awards |  | Unvested and Vested Option Awards
Samuel Zell (1) |  | 120,854 |  | 225,279 |
Angela M. Aman |  | 2,147 |  | — |
Raymond Bennett |  | 2,025 |  | — |
Linda Walker Bynoe |  | 2,025 |  | 6,595 |
Connie K. Duckworth |  | 2,025 |  | — |
Mary Kay Haben |  | 2,025 |  | 6,595 |
Tahsinul Zia Huque |  | 2,025 |  | — |
Bradley A. Keywell (2) |  | — |  | 13,260 |
John E. Neal |  | 1,519 |  | 55,210 |
David J. Neithercut |  | 2,147 |  | 1,677,107 |
Mark S. Shapiro |  | 2,147 |  | 49,100 |
Stephen E. Sterrett |  | 2,025 |  | 2,101 |

(1) | Includes the number of (a) actual LTI Awards resulting from the settlement of the awards under the 2019 LTI Plan at the end of the three-year performance period from January 1, 2019 - December 31, 2021, (b) the LTI Awards issued in January 2020 and valued at approximately 41.29% of the target grant, assuming the three-year performance period from January 1, 2020 - December 31, 2022 had terminated and been valued as of December 31, 2021 and (c) the LTI Awards issued in January 2021 and valued at approximately 110.00% of the target grant, assuming the three-year performance period from January 1, 2021 - December 31, 2023 had terminated and been valued as of December 31, 2021. The actual number of Share Awards resulting from the 2020 LTI Plan and the 2021 LTI Plan will not be determined until the end of the respective three-year performance periods.

(2) | Reflects Options Awards held by Mr. Keywell at June 17, 2021, the date he retired from the Board.

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AUDIT COMMITTEE REPORT

The Audit Committee reviews the Company’s financial reporting process on behalf of the Board. The Company’s management has the primary responsibility for establishing and maintaining adequate internal financial controls, for preparing the financial statements and for the public reporting process. Ernst & Young LLP (“Ernst & Young”), the Company’s independent registered public accounting firm for 2021, was responsible for expressing opinions on the conformity of the Company’s audited financial statements with generally accepted accounting principles and on the effectiveness of the Company’s internal controls over financial reporting.

In this context, the Audit Committee has reviewed and discussed with management and Ernst & Young the audited financial statements for the year ended December 31, 2021, and Ernst & Young’s evaluation of the Company’s internal controls over financial reporting. The Audit Committee has discussed with Ernst & Young the matters that are required to be discussed by applicable auditing standards. Ernst & Young has provided to the Audit Committee the written disclosures and the letter required by applicable independence standards, and the Audit Committee has discussed with Ernst & Young the firm’s independence. The Audit Committee has concluded that Ernst & Young’s provision of audit and non-audit services to the Company and its affiliates is compatible with Ernst & Young’s independence.

In reliance on the review and discussions referred to above, the Audit Committee recommended to the Board the inclusion of the Company’s audited consolidated financial statements in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, for filing with the SEC.

Audit Committee:

John E. Neal, Chair

Angela M. Aman

Linda Walker Bynoe

Tahsinul Zia Huque

Stephen E. Sterrett

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MATTERS FOR SHAREHOLDER VOTING

Proposal 1 – Election of Trustees

Introduction

At the Annual Meeting, shareholders will be asked to elect eleven trustees to serve until the 2023 Annual Meeting and until their respective successors are duly elected and qualified. Following the recommendation of the Corporate Governance Committee, the Board has nominated all of the Company’s current trustees: Angela M. Aman, Raymond Bennett, Linda Walker Bynoe, Mary Kay Haben, Tahsinul Zia Huque, John E. Neal, David J. Neithercut, Mark J. Parrell, Mark S. Shapiro, Stephen E. Sterrett and Samuel Zell for election, with the exception of Connie K. Duckworth who will not be standing for re-election as a result of her retirement from the Board. Biographies of each of our nominated trustees, which include a brief discussion of the specific experience, qualifications, attributes and skills that led to the Board’s conclusion that such individual should serve as a trustee of the Company, are set forth above in “Governance of the Company – Biographical Information and Qualifications of Trustees.” The process undertaken by the Corporate Governance Committee in recommending qualified trustee candidates is described above under “Governance of the Company – Board Composition and Trustee Nomination Procedures.”

Independence of Trustees

Pursuant to the Company’s Corporate Governance Guidelines, which require that a majority of our trustees be independent within the meaning of the NYSE listing standards, the Board undertook a review of the independence of trustees nominated for election at the upcoming Annual Meeting. The Board reviews the relationships and transactions, if any, during the past year between each trustee or any member of his or her immediate family and the Company as necessary to comply with the definition of independence established by the NYSE. During the period covered by this Proxy Statement, for each trustee identified as independent below, there were no transactions, relationships or arrangements not disclosed pursuant to Item 404(a) of Regulation S-K of the type that would need to be considered in connection with determining the independence of such trustees under the applicable NYSE definition of independence.

As a result of this review, the Board affirmatively determined that all the trustees nominated for election at the Annual Meeting are independent of the Company and its management within the meaning of the NYSE listing standards, with the exception of its Chairman, Mr. Zell, its Chief Executive Officer and President, Mr. Parrell, and its former Chief Executive Officer and President, Mr. Neithercut. The Board previously determined that Ms. Duckworth, who is retiring from the Board at the Annual Meeting, and Mr. Keywell, who served as a trustee until his retirement from the Board at the 2021 Annual Meeting of Shareholders, were independent of the Company and its management within the meaning of the NYSE listing standards.

General Information about the Trustees and Nominees

Our Declaration of Trust currently provides for the annual election of all trustees. All of the nominees are presently trustees, and each has consented to be named in this Proxy Statement and to serve if elected.

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Vote Required

A majority of the votes cast in person or by proxy at the meeting at which a quorum is present is required for the election of trustees in an uncontested election. A majority of the votes cast means that the number of shares voted “for” a trustee’s election exceeds 50% of the total number of votes cast with respect to his or her election. Although we know of no reason why any nominee would not be able to serve, if any nominee should become unavailable for election, the persons named as proxies will vote your shares to approve the election of any substitute nominee proposed by the Board. If any incumbent trustee does not receive a majority of the votes cast for his or her election, the trustee is required to tender his or her resignation for the consideration of the Board. See “Governance of the Company – Board of Trustees – Trustee Resignation Policies” above.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE eleven TRUSTEE NOMINEES.

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Proposal 2 – Ratification of Selection of the Company’s Independent Registered Public Accounting Firm

The Audit Committee has selected Ernst & Young as the independent registered public accounting firm to perform the audit of our financial statements and our internal controls over financial reporting for 2022. Ernst & Young has served as the Company’s independent registered public accounting firm since 1996, and the Board recommends that the shareholders ratify the Company’s selection of Ernst & Young as our independent registered public accounting firm. Representatives of Ernst & Young will be at the Annual Meeting and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Annual Evaluation and Selection of Our Independent Registered Public Accounting Firm

The Audit Committee annually evaluates the performance of the Company’s independent registered public accounting firm, including the senior audit engagement team, and determines whether to reengage the current independent registered public accounting firm or consider other public accounting firms. Factors considered by the Audit Committee in deciding whether to retain Ernst & Young include:

• | Ernst & Young’s deep technical expertise and significant institutional knowledge of the Company’s operations and industry;

• | The quality and candor of Ernst & Young’s communications with the Audit Committee and management;

• | Ernst & Young’s independence;

• | The quality and efficiency of the services provided by Ernst & Young, including input from management on Ernst & Young’s performance and how effectively Ernst & Young demonstrated its independent judgment, objectivity and professional skepticism;

• | External data on audit quality and performance, including recent Public Company Accounting Oversight Board (“PCAOB”) reports on Ernst & Young and its peer firms; and

• | The appropriateness of Ernst & Young’s fees, Ernst & Young’s tenure as the Company’s independent registered public accounting firm, including the benefits of a longer tenure, and the controls and processes in place that help ensure Ernst & Young’s continued independence.

Audit Committee Oversight of Our Independent Registered Public Accounting Firm

Oversight includes regular executive sessions with Ernst & Young, discussion with Ernst & Young about the scope of the audit, a comprehensive annual evaluation when determining whether to reengage Ernst & Young and direct involvement by the Audit Committee and its chair in the selection of the engagement partner in connection with the mandated PCAOB partner rotation rules.

Based on this evaluation, the Audit Committee and the Board believe that retaining Ernst & Young to serve as our independent registered public accounting firm for 2022 is in the best interests of the Company and its shareholders.

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Fees

Fees billed to the Company by Ernst & Young for the years ended December 31, 2021 and 2020 are as follows:

Type of Fees: |  | 2021 |  | 2020
Audit fees (1) |  | $2,038,500 |  | $1,911,500 |
Audit-related fees (2) |  | 35,005 |  | 34,000 |
Tax compliance/preparation fees (3) |  | 235,408 |  | 237,690 |
Tax consulting fees (4) |  | — |  | 15,890 |
All other fees |  | — |  | — |
Total: |  | $2,308,913 |  | $2,199,080 |

(1) | Audit fees for the audit of our annual financial statements and internal controls over financial reporting, the review of our interim financial statements and for work on securities offerings and other filings with the SEC, including comfort letters, consents and comment letters.

(2) | Fees for audit-related services include services associated with legally required employee benefit plan audits and subscriptions to online accounting and tax information services.

(3) | Tax compliance/preparation fees are incurred for the review or preparation of tax returns, claims for refunds and tax payment compliance.

(4) | Tax consulting fees relate primarily to tax planning advice incident to acquisitions, dispositions, developments, financings and similar issues.

Pre-Approval Policy

The Company’s Audit Committee has reviewed and approved the Company’s engagement of Ernst & Young as its independent registered public accounting firm, and the incurrence of all of the fees described above, for 2021 and 2020 and has selected Ernst & Young as the Company’s independent registered public accounting firm for 2022. The Audit Committee has also adopted an Audit and Non-Audit Services Pre-Approval Policy (the “Pre-Approval Policy”) for all other services Ernst & Young may perform for the Company in 2022. The Pre-Approval Policy details with specificity the audit and permitted non-audit services that are authorized within each of the above-described categories of services and provides for aggregate maximum dollar amounts for such pre-approved services. Any additional services not described or otherwise exceeding the maximum dollar amounts prescribed by the Pre-Approval Policy for 2022 will require the further advance review and approval of the Audit Committee.

Vote Required

The affirmative vote of holders of a majority of the votes cast in person or by proxy at the meeting at which a quorum is present is required to ratify the selection of Ernst & Young. If this proposal is not approved, the selection of the independent registered public accounting firm will be reconsidered by the Audit Committee and the Board. Because it is difficult and not cost effective to make any change in the independent registered public accounting firm so far into the year, the appointment of Ernst & Young would probably be continued for 2022 unless the Audit Committee or the Board finds additional good reasons for making an immediate change.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG AS OUR independent registered public accounting firm FOR 2022.

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Proposal 3 – Approval of Executive Compensation

Each public company is generally required to include in its proxy statement a separate resolution subject to a non-binding shareholder vote to approve the compensation of the Company’s NEOs, as disclosed in its proxy statement, not less frequently than once every three years. This is commonly known as a “Say-on-Pay” proposal or resolution, and the Board currently intends for the Company to hold a non-binding, advisory “Say-on-Pay” vote every year.

In deciding how to vote on this proposal, the Board encourages you to read the “Compensation Discussion and Analysis” and “Executive Compensation” sections above for a detailed description of our executive compensation philosophy and programs and the compensation decisions the Compensation Committee has made under those programs.

The Board recommends that shareholders vote for the following advisory resolution:

RESOLVED, that the compensation of the NEOs, as disclosed in the Company’s Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosure, is hereby APPROVED.

Vote Required

The affirmative vote of holders of a majority of the votes cast in person or by proxy at the meeting at which a quorum is present is required for the approval of this advisory resolution. Although the vote on this advisory proposal is non-binding, the Compensation Committee and the Board value the opinion of shareholders and will take into account the outcome of the vote when considering future executive compensation decisions.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION.

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INFORMATION ABOUT THE ANNUAL MEETING

Purpose of the Annual Meeting

Shareholders will vote on the proposals presented at the Annual Meeting. YOUR VOTE IS VERY IMPORTANT. Please vote your shares in advance of the meeting, using one of the methods described below.

Who Can Vote

You will be entitled to vote your shares on each proposal if you held your shares as of the close of business on March 31, 2022 (the “Record Date”). Each of the shares outstanding on that date is entitled to one vote on each proposal. As of the Record Date, a total of 375,974,070 common shares were outstanding and entitled to vote. We are making this Proxy Statement and our Annual Report available to shareholders electronically via the Internet at www.proxyvote.com. On April 20, 2022, we will begin mailing to our shareholders a notice containing instructions on how to access this Proxy Statement and our Annual Report and how to vote online. If you received that notice, you will not receive a printed copy of the proxy materials unless you request them by following the instructions for requesting such materials contained in the notice.

Virtual Meeting Matters

Due to the COVID-19 pandemic, and to support the health and safety of our shareholders and employees, the Annual Meeting will be conducted completely in a virtual meeting format, via live audio webcast. By hosting the Annual Meeting in a virtual format, the Company is able to provide the opportunity for participation by a wider group of our shareholders, while reducing costs. This approach also aligns with the Company’s broader sustainability goals. The virtual meeting has been designed to provide shareholders the same rights and opportunities to participate as they would have at an in-person meeting.

Access to the Audio Webcast. To attend the Annual Meeting, log in at www.virtualshareholdermeeting.com/EQR2022. You will need the 16-digit control number which appears on your proxy card, voting instruction form (“VIF”) or Notice Regarding the Availability of Proxy Materials (“Notice”). In the event that you do not have a control number, please contact your bank, broker or other nominee as soon as possible and no later than Thursday, June 9, 2022, so that you can be provided with a control number and gain access to the meeting. The Annual Meeting will begin promptly at 8:00 a.m. Central Time on Thursday, June 16, 2022. Online access to the audio webcast will open approximately 15 minutes prior to the start of the meeting, at 7:45 a.m. Central Time. We encourage shareholders to access the meeting and test the computer audio system prior to the start time.

Submitting Questions. As part of the Annual Meeting, we will hold a live, online Q&A session, during which we intend to answer questions submitted during the meeting in accordance with the Annual Meeting’s Rules of Conduct that are pertinent to the Company and the meeting matters, as time permits. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once. In order to ensure all shareholders are responded to, we will limit each shareholder to one question. Shareholders of record at the close of business on the Record Date may submit questions in writing during the Annual Meeting via the meeting website. Detailed guidelines for submitting written questions during the meeting are available at www.virtualshareholdermeeting.com/EQR2022.

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Technical Assistance. If you encounter any difficulties accessing or participating in the virtual Annual Meeting, please call the technical support number that will be posted on the Annual Meeting website log-in page.

How to Vote

Your vote is important and we encourage you to vote promptly. Internet and telephone voting are available 24 hours a day until 11:59 p.m. (Eastern Time) on June 15, 2022, and using either method you will be able to confirm that the vote of your shares has been properly recorded. You may vote in the following ways:

By Internet. You may vote your shares via the Internet at www.proxyvote.com using the control number shown on your Notice, proxy card or VIF. If you vote by Internet, you do not need to return your proxy card or VIF.

By Telephone. You may vote your shares by calling 1-800-690-6903 and using the control number shown on your Notice, proxy card or VIF. If you vote by telephone, you do not need to return your proxy card or VIF.

By Mail. If you are a shareholder of record and received a paper set of materials, you may vote by returning a completed and signed proxy card by mail. If you are a beneficial owner with shares held by a broker, you may vote by returning a completed and signed VIF.

At the Annual Meeting. If you are a shareholder of record or beneficial owner and decide to attend the Annual Meeting virtually, you may vote at www.virtualshareholdermeeting.com/EQR2022 during the meeting. You will be required to use the control number shown on your Notice, proxy card or VIF.

Quorum for the Meeting

The presence at the meeting in person or by proxy of the holders of a majority of the common shares outstanding on the Record Date will constitute a quorum permitting business to be conducted at the meeting. If you have returned valid proxy instructions or attend the meeting and vote via the Annual Meeting website, your shares will be counted for purposes of determining whether there is a quorum, even if you abstain from voting on any or all matters introduced at the meeting.

Beneficial Ownership

If your shares are registered directly in your name with the Company’s transfer agent, Computershare, Inc., you are the “shareholder of record” of those shares. A Notice with instructions on how to vote your shares has been provided directly to you by the Company. If your shares are held in “street name” by a broker, you are considered the “beneficial owner” of those shares. You will receive instructions from your broker on how to vote your shares. Other than for Proposal 2, brokers do not have the authority to vote on the proposals unless they have received voting instructions from you. Accordingly, if you do not provide your broker with voting instructions, your shares for Proposals 1 and 3 will not be voted. When a bank, broker or other nominee is unable to vote shares for this reason, it is called a “broker non-vote.”

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Revoking/Changing Your Proxy

You may change or revoke your proxy at any time before the meeting by timely delivery of a properly executed, later-dated proxy (including an Internet or phone vote) or by voting via the Annual Meeting website. The powers of the proxy holders with respect to your shares will be suspended if you attend the meeting and so request, but attendance at the meeting will not by itself revoke a previously granted proxy.

Managing the Number of Proxy Statements and Annual Reports

To reduce our printing costs and postage fees, the Company adopted a procedure called “householding” which provides that shareholders who have the same address and last name will receive only one Notice, and if paper copies have been requested, only one copy of this Proxy Statement and the Annual Report, unless the Company has received contrary instructions from one or more of the shareholders. If you no longer wish to receive hard copies or multiple copies, or would prefer to receive separate copies of the Notice, Proxy Statement or Annual Report, please contact Broadridge Financial Solutions, Inc. at 1-866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

Results of the Vote

Voting results of the Annual Meeting will be disclosed on a Current Report on Form 8-K filed with the SEC within four business days after the Annual Meeting, which will be accessible on the Company’s website at www.equityapartments.com in the Investor section under “Filings – SEC Filings.”

Votes Required and Effect of Abstentions and Broker Non-Votes

Proposal | Required Vote | Impact of Abstentions or Broker Non-Votes
1. Election of Trustees | Majority of votes cast with respect to a nominee must be cast FOR that nominee. | Not counted as votes cast; no impact on outcome.
2. Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm | Approval by a majority of the votes cast, in person or by proxy, at the meeting. | Abstentions not counted as votes cast; no impact on outcome. No broker non-votes on this matter.
3. Approval of Executive Compensation | Approval by a majority of the votes cast, in person or by proxy, at the meeting. | Not counted as votes cast; no impact on outcome.

Proxy Solicitation

The cost of the solicitation of proxies will be borne by the Company. The Company has hired MacKenzie Partners, Inc. to assist in distributing and soliciting proxies and will pay approximately $17,500, plus expenses for these services.

Other Matters

The Board knows of no other matters to be presented for shareholder action at the Annual Meeting. If any other matters are properly presented at the meeting for action, it is intended that the persons named in the proxies will vote upon such matters in accordance with their discretion.

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MISCELL ANEOUS

Contacting the Board of Trustees

The Board welcomes your questions and comments. If you would like to communicate with our Board or our Lead Trustee, or if you have a concern related to the Company’s business ethics or conduct, financial statements, accounting practices or internal controls, you may submit your correspondence to Equity Residential, Two North Riverside Plaza, Suite 500, Chicago, Illinois 60606, Attn: Corporate Secretary. All communications will be forwarded to our Lead Trustee.

Shareholder Proposals for the 2023 Annual Meeting

Shareholder proposals submitted pursuant to Rule 14a-8 of the Act for inclusion in the Company’s proxy statement and form of proxy for the 2023 Annual Meeting must be received by the Company by December 19, 2022. Such a proposal must also comply with the requirements as to form and substance established by the SEC for such a proposal to be included in the proxy statement and form of proxy, including the provision of a written statement that the proponent is able to meet with the Company within the regular business hours of the Company’s principal executive offices, in person or via teleconference, no less than 10 calendar days nor more than 30 calendar days after submission of the shareholder proposal.

In accordance with our Bylaws as currently in effect, for a shareholder to nominate a trustee or for a proposal of a shareholder to be presented at the Company’s 2023 Annual Meeting, other than a shareholder proposal intended to be included in our proxy statement and submitted pursuant to Rule 14a-8 of the Act, shareholder proposals must be received at our principal executive offices not earlier than November 19, 2022 and not later than 5:00 p.m., Central Time, on December 19, 2022. Proposals should be mailed to Equity Residential, Two North Riverside Plaza, Suite 500, Chicago, Illinois 60606, Attn: Corporate Secretary. Although not required, the Company recommends that proposals be mailed by a recognized overnight courier. Such proposals must also include the same information concerning proposals for shareholder nominees as required under Article II, Section 13 of the Bylaws of the Company. See “Governance of the Company – Board Composition and Trustee Nomination Procedures.”

2021 Annual Report

Additional copies of our 2022 Proxy Statement, 2021 Annual Report and Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC, may be obtained without charge by contacting Equity Residential – Investor Relations, at Two North Riverside Plaza, Suite 500, Chicago, Illinois 60606 (toll free number: 1-888-879-6356; e-mail: investorrelations@eqr.com) or by accessing “Filings – SEC Filings” in the Investor section of the Company’s website at www.equityapartments.com.

By Order of the Board of Trustees

Scott J. Fenster

Executive Vice President, General Counsel and Corporate Secretary

Chicago, Illinois

April 18, 2022

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SUPPLEMENTAL APPENDIX

Acquisition Capitalization Rate or Cap Rate. NOI that the Company anticipates receiving in the next 12 months (or the year two or three stabilized NOI for properties that are in lease-up at acquisition) less an estimate of property management costs/management fees allocated to the project (generally ranging from 2.0% to 4.0% of revenues depending on the size and income streams of the asset) and less an estimate for in-the-unit replacement capital expenditures (generally ranging from $100-$450 per apartment unit depending on the age and condition of the asset) divided by the gross purchase price of the asset. The weighted average Acquisition Cap Rate for acquired properties is weighted based on the projected NOI streams and the relative purchase price for each respective property.

Development Yield. NOI that the Company anticipates receiving in the next 12 months following stabilization less an estimate of property management costs/management fees allocated to the project (generally ranging from 2.0% to 4.0% of revenues depending on the size and income streams of the asset) and less an estimate for in-the-unit replacement capital expenditures (generally ranging from $50-$150 per apartment unit depending on the type of asset) divided by the Total Budgeted Capital Cost of the asset. The weighted average Development Yield for development properties is weighted based on the projected NOI streams and the relative Total Budgeted Capital Cost for each respective property.

Disposition Yield. NOI that the Company anticipates giving up in the next 12 months less an estimate of property management costs/management fees allocated to the project (generally ranging from 2.0% to 4.0% of revenues depending on the size and income streams of the asset) and less an estimate for in-the-unit replacement capital expenditures (generally ranging from $100-$450 per apartment unit depending on the age and condition of the asset) divided by the gross sales price of the asset. The weighted average Disposition Yield for sold properties is weighted based on the projected NOI streams and the relative sales price for each respective property.

Leasing Concessions. Reflects upfront discounts on both new move-in and renewal leases on a straight-line basis.

Normalized FFO. Normalized FFO begins with FFO as defined by Nareit and eliminates certain items that by their nature are not comparable from period to period or that tend to obscure the Company’s actual operating performance. For reconciliations of net income to FFO and Normalized FFO referenced in the CD&A, see page 40 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. For reconciliations of earnings per share (“EPS”) to FFO per share and Normalized FFO per share referenced in the CD&A, see “Reconciliation of EPS” below.

Pricing Trend. Weighted average of 12-month base rent including amenity amount less Leasing Concessions on 12-month signed leases for the reporting period.

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Reconciliation of EPS. The following table shows the reconciliatio n of EPS computed in accordance with accounting principles generally accepted in the United States t o FFO per share and Normalized FFO per share for the year ended December 31, 2021. All data shown is on a per share diluted basis.

Description | Year Ended December 31, 2021
Earnings per share |  |  | $3.54 |  |
Depreciation expense |  |  | 2.15 |  |
Net (gain) loss on sales |  |  | (2.73) |  |
Impairment – operating assets |  |  | — |  |
FFO per share |  |  | 2.96 |  |
Impairment – non-operating assets |  |  | 0.04 |  |
Write-off of pursuit costs |  |  | 0.02 |  |
Debt extinguishment and preferred share redemption (gains) losses |  |  | — |  |
Non-operating asset (gains) losses |  |  | (0.06) |  |
Other miscellaneous items |  |  | 0.03 |  |
Normalized FFO per share |  |  | $2.99 |  |

Residential. Consists of multifamily apartment revenues and expenses.

Same Store Net Operating Income. For same store net operating income information, see pages 29 and 31 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Total Budgeted Capital Cost. Estimated remaining cost for projects under development and/or developed plus all capitalized costs incurred to date, including land acquisition costs, construction costs, capitalized real estate taxes and insurance, capitalized interest and loan fees, permits, professional fees, allocated development overhead and other regulatory fees, plus any estimates of costs remaining to be funded for all projects, all in accordance with accounting principles generally accepted in the United States. Amounts for partially owned consolidated and unconsolidated properties are presented at 100% of the project.

Turnover. Total Residential move-outs (including inter-property and intra-property transfers) divided by total Residential apartment units.

Unlevered Internal Rate of Return (“IRR”). The Unlevered IRR on sold properties is the compound annual rate of return calculated by the Company based on the timing and amount of: (i) the gross purchase price of the property plus any direct acquisition costs incurred by the Company; (ii) total revenues earned during the Company’s ownership period; (iii) total direct property operating expenses (including real estate taxes and insurance) incurred during the Company’s ownership period; (iv) capital expenditures incurred during the Company’s ownership period; and (v) the gross sales price of the property net of selling costs.

The calculation of the Unlevered IRR does not include an adjustment for the Company’s property management expense, G&A expense or interest expense (including loan assumption costs and other loan-related costs). Therefore, the Unlevered IRR is not a substitute for net income as a measure of our performance. Management believes that the Unlevered IRR achieved during the period a property is owned by the Company is useful because it is one indication of the gross value created by the Company’s acquisition, development, renovation, management and ultimate sale of a property, before the impact of Company overhead. The Unlevered IRR achieved on the properties as cited in this Proxy Statement should not be viewed as an indication of the gross value created with respect to other properties owned by the Company, and the Company does not represent that it will achieve similar Unlevered IRRs upon the disposition of other properties. The weighted average Unlevered IRR for sold properties is weighted based on all cash flows over the investment period for each respective property, including net sales proceeds.

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LOGO EQUITY RESIDENTIAL TWO NORTH RIVERSIDE PLAZA CHICAGO, ILLINOIS 60606 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Eastern Time on June 15, 2022. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/EQR2022 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern Time on June 15, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D77383-P68757 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY EQUITY RESIDENTIAL For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. The Board of Trustees recommends you vote "FOR" the following proposals: 1. Election of Trustees Nominees: 01) Angela M. Aman 02) Raymond Bennett 03) Linda Walker Bynoe 04) Mary Kay Haben 05) Tahsinul Zia Huque 06) John E. Neal 07) David J. Neithercut 08) Mark J. Parrell 09) Mark S. Shapiro 10) Stephen E. Sterrett 11) Samuel Zell For Against Abstain ☐ ☐ ☐ ☐ ☐ ☐ ☐ 2. Ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for 2022. 3. Approval of Executive Compensation. NOTE: In their discretion, the persons appointed as proxies are authorized to vote upon such other matters as may properly come before the meeting and any postponement or adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. D77384-P68757 EQUITY RESIDENTIAL Annual Meeting of Shareholders - June 16, 2022 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned shareholder(s) of Equity Residential, a Maryland real estate investment trust (the "Company"), hereby appoint(s) MARK J. PARRELL and SCOTT J. FENSTER, or either of them (the "Representatives"), with full power of substitution in either of them, as proxies for the undersigned to attend the Annual Meeting of Shareholders of the Company, to vote all common shares of the Company which the undersigned is entitled to vote at the Annual Meeting and otherwise represent the undersigned with all powers possessed by the undersigned if personally present at the Annual Meeting, to be held at 8:00 a.m., Central Time, on June 16, 2022, exclusively online via the Internet at www.virtualshareholdermeeting.com/EQR2022, and any postponement or adjournment thereof. The undersigned hereby acknowledge(s) receipt of the Notice of the Annual Meeting of Shareholders and of the accompanying Proxy Statement and revoke(s) any proxy heretofore given with respect to such common shares. If this proxy card is properly executed and returned, the shares represented thereby will be voted. If a choice is specified by the shareholder(s), the shares will be voted accordingly. If not otherwise specified, the shares represented by this proxy card will be voted "FOR" all Nominees for Trustee, "FOR" Proposals 2 and 3; and in the discretion of the Representatives in any other matter that may properly come before the meeting or any postponement or adjournment thereof. Continued and to be signed on reverse side