8-KLeadership Changes

ESSEX PROPERTY TRUST, INC. 8-K Report, Executive Changes (Mar 20, 2020)

Filed March 20, 2020For Securities:ESS

Summary

Essex Property Trust, Inc. (ESS) announced a change to its Board of Directors, appointing Maria R. Hawthorne as a new director effective March 19, 2020. This appointment increases the size of the Board to ten members, with eight now considered independent. Ms. Hawthorne brings extensive experience in the real estate sector, most recently serving as CEO and President of PS Business Parks, Inc. (PSB), and also holds a directorship with NAREIT. Her addition is part of the company's stated board refreshment plan, aimed at enhancing diversity, skills, and experience for effective governance and oversight. Ms. Hawthorne will be compensated according to the company's existing director compensation program and will stand for re-election at the upcoming annual meeting. Importantly, there are no undisclosed arrangements or related-person transactions concerning her appointment, and she meets NYSE independence requirements.

Key Highlights

  • 1Maria R. Hawthorne appointed as a new director to the Board, increasing its size to ten members.
  • 2Eight out of the ten directors are now considered independent, enhancing corporate governance.
  • 3Ms. Hawthorne brings significant executive experience from PS Business Parks, including CEO and President roles.
  • 4Her appointment aligns with the Board's strategic plan for refreshment, aiming for enhanced diversity and skills.
  • 5Ms. Hawthorne will be subject to the standard director compensation program and standard indemnification agreement.
  • 6The company confirmed no undisclosed arrangements or related-person transactions involving Ms. Hawthorne.
  • 7Ms. Hawthorne meets the independence requirements set by the New York Stock Exchange.

Frequently Asked Questions

Maria R. Hawthorne is a seasoned executive with extensive experience in real estate. She most recently served as CEO and President of PS Business Parks, Inc. (PSB) and has held various leadership roles there since 2004. She also sits on the Executive Board of NAREIT and holds a degree from Pomona College.

Her appointment is part of Essex Property Trust's board refreshment plan, designed to ensure the Board has a diverse mix of skills, experience, and perspectives for effective oversight and governance. Her expertise is expected to complement the existing Board's strengths.

No, Ms. Hawthorne will be compensated under the company's standard director compensation program, as previously described in its 2019 proxy statement. She will also enter into the company's standard indemnification agreement for directors.

The company has stated that there are no arrangements or understandings between Ms. Hawthorne and any other persons regarding her selection, nor are there any related-person transactions between Ms. Hawthorne and the Company that need to be disclosed.