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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:

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 the appropriate box):

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Notice of 20202021 Annual Meeting of Shareholders

April 21, 202020, 2021

Dear Fellow Shareholders,

You are cordially invited to attend Equity Residential’s 20202021 Annual Meeting of Shareholders.  This year’s meeting willShareholders (the “Annual Meeting”) to be held on Thursday, June 25, 202017, 2021 at 8:00 a.m. at Two North Riverside Plaza, Suite 2400, Chicago, Illinois 60606,, Central Time, at which time shareholders of record at the close of business on March 31, 20202021 will be asked to:

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/EQR2021 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, in person, we urge you to vote as soon as possible.  Instructions on how to vote are contained in the Proxy Statement.

As part of our precautions regarding the coronavirus or COVID-19, the Annual Meeting may be held solely by means of remote communication.  If we take this step, we will announce the decision to do so in advance, and details on how to participate will be set forth in a press release issued by the Company and available at www.equityapartments.com.

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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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 22, 20202021 in connection with the solicitation by our Board of Trustees (the “Board”) of proxies to be voted at the Company’s 20202021 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Thursday, June 25, 202017, 2021 at 8:00 a.m. at Two North Riverside Plaza, Suite 2400, Chicago, Illinois 60606, which is, Central Time.  Due to the principal executive office ofnovel coronavirus (“COVID-19”) pandemic, and to support the Company.  As parthealth and safety of our precautions regarding the coronavirus or COVID-19,shareholders and employees, the Annual Meeting may be held solely by means of remote communication.  If we take this step, we will announce the decision to do so in advance, and details on how to participate will be set forthconducted completely in a press release issuedvirtual meeting format, via live audio webcast.  The Annual Meeting can be accessed by the Company and availableshareholders at www.equityapartments.com.www.virtualshareholdermeeting.com/EQR2021.

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, Connie K. Duckworth, Mary Kay Haben, Tahsinul Zia Huque, Bradley A. Keywell, John E. Neal, David J. Neithercut, Mark S. Shapiro and Stephen E. Sterrett.

Proposal 2:Ratification of Ernst & Young LLP as Independent Auditor for 20202021

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 OF THE COMPANY(“ESG”) PRINCIPLES

Company Purpose

“CreatingEquity Residential is committed to creating communities where people thrive” isthrive.  We carry this, our corporate purpose, through our relationships with our customers, our employees, our shareholders and itthe communities in which we operate.  It drives everything we do at the Company.  Our purpose informs how we invest our shareholders’ capital, how we workcommitment to exceed our residents’ expectations, how we support thesustainability, diversity and inclusion, total well-being and career development of our employees and being a responsible corporate citizen in the communities in which we operate, which is especially relevant when we face unprecedented challenges like the COVID-19 pandemic.

COVID-19 Impact

On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic.  The duration and severity of the pandemic has impacted our residents, tenants, employees and communities in unprecedented ways, making 2020 the most challenging year in the Company’s history.  In accordance with our corporate purpose, the Company has been supporting all of our stakeholders during the pandemic by:

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As detailed below, our Board provided direct oversight of the Company’s response to the COVID-19 pandemic and guided management to continue serving our corporate purpose.

These challenging times brought out the best in our Company’s team, which operates an essential business that was required to remain open in order to provide housing to our approximately 150,000 residents.  We could not be prouder nor more grateful for our employees’ contributions in 2020, especially our on-site colleagues.  Their commitment to our residents, together with the leadership of our executive management team, our strong balance sheet, state of the art operating platform and opportunistic mindset, allowed us to continue executing our long-term value creation strategy.  More information on the COVID-19 pandemic’s effect on the Company in 2020, including on the Executive Compensation Program, is the focus ofset forth throughout this Proxy Statement, plays a large role in ensuring we live up to our Company’s purpose.Statement.

ESG

Consistent with our Company’s purpose and forward-thinking corporate stewardship principles, our Board is committed to the incorporation of ESG concepts 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 through a focus on resource conservation, energy efficiency and waste reduction, but also the Company’s impact to 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.

In 2020, the Company enhanced ESG oversight by formalizing an ESG Steering Committee and ESG Working Group.  The Company’s executive-level ESG Steering Committee oversees our ESG strategy and goals and will report directly to the Corporate Governance Committee of the Board. 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.

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 1,200 real estate portfolios worldwide.  The Company received an overall score of 84 in GRESB’s 2020 Real Estate Assessment, the highest score in the Company’s history, and also received five (out of five) stars by GRESB for placing in the top 20% of the benchmark.  In addition, GRESB named the Company a Residential-Americas-Regional Development Sector Leader and a Residential-Americas-Regional Listed Development Sector Leader in 2020, 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

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one of America’s Most Responsible Companies 2020, a list of top performing companies in corporate social responsibility matters in the U.S.

For further information on the Company’s ESG policies and goals, please see the “Sustainability” section in the Investor portion of the Company’s website at www.equityapartments.com. The “Sustainability” section of our website also contains the Company’s 2020 Environmental, Social & 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 enhanced transparency in our 2020 ESG Report by including 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 2020 ESG Report is not part of or incorporated into this Proxy Statement.

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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.  Our sustainability goals help us focus efforts and drive outcomes to create a more sustainable future for all in ways that create long-term value for our shareholders.  We are especially focused on energy consumption, water consumption and greenhouse gas (“GHG”) emissions.  We invest in developing and renovating our properties, with a focus on reducing waste, energy and water use by investing in energy-saving technology, such as those for irrigation, lighting, HVAC and renewable energy, including energy-saving appliances, while positively impacting the experience of our residents and the value of our assets.

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 focusing on the installation of high-efficiency fixtures and appliances in our renovation program, we help lessen the impact of our residents on the environment.  In 2019, the Company expanded the use of Smart Home technology to 2,500 units, which provides data and control to reduce water and energy use.  Also in 2019, the Company completed our comprehensive LED common area lighting retrofit, accomplishing our goal to retrofit our entire portfolio and in doing so, completed more than 700 LED lighting projects, reducing our annual electricity use by an estimated 50 million kilowatt hours cumulatively per year.

Since 2019, the Company has completed over two dozen new rooftop solar photovoltaic (“PV”) projects, deploying onsite renewable energy and reducing GHG emissions.  To date, the Company has invested in onsite rooftop solar PV at approximately four dozen sites and continues to identify and develop new opportunities to reduce GHG emissions at our properties.

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 potential future impact from climate change, the Company completed a resilience assessment of our Boston portfolio, is implementing a recommended second phase of study in Boston and has started a resilience assessment of our Los Angeles portfolio.  A key objective of the Boston assessment is to refine the outcomes of the pilot to develop a methodology for assessing climate resilience that can be expanded to our full portfolio.  In addition, the Company partners with our communities, cities and local governments, through organizations like the Boston Green Ribbon Commission, to develop climate resilience plans and strategies for fighting climate change.

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

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exceptions, all our new commercial leases and renewals will include the green language going forward.

Sustainability has been a focus of the Company for nearly 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 2019 fiscal year unless otherwise noted.

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We have a commitment to our employees’ engagement, diversity, health and safety and to our communities that is the foundation of our corporate purpose, with the Board’s oversight of human capital management being of 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 Well-Being 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)

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Employee Engagement, Development and Well-Being

Each year we measure our employee engagement via an employee survey, and in 2020, we decided to issue frequent pulse surveys, allowing management to address feedback more immediately, especially in light of hardships experienced by many on a personal level as a result of the COVID-19 pandemic and social unrest.  The pulse survey ratings from employees in 2020 demonstrated a favorable attitude toward leadership and highlighted our executives’ ability to effectively lead through adversity.

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 training and development opportunities, from tactical to strategic, face-to-face to virtual, social

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learning to self-directed learning, and more.  In 2020, each employee completed an average of 13 hours of dedicated learning at a Company expenditure of over $1,350 per employee.

We also are committed to providing the tools and resources to help our employees achieve total well-being.  Whether physical, financial, career, social or community well-being, Equity Residential offers benefits to help meet our employee needs.

Since 2019, the Company has partnered with Employees1st to establish a crisis fund for our employees struck by personal hardships or unforeseen disasters.  In 2020, the Company contributed an additional $25,000 to the Employees1st crisis fund to further support employees who experienced hardship as a result of the COVID-19 pandemic, and the fund paid approximately $44,000 to Company employees.  Equity Residential is committed to providing the resources and opportunities for all 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 local park clean ups to food drives. Some of the groups we supported in 2020 include American Red Cross, California Community Foundation, Capital Area Food Bank, Carpenter’s Shelter, Equal Justice Initiative, Food Bank for New York City, Greater Chicago Food Depository, Human Rights Campaign Foundation, Meals on Wheels of Los Angeles, Inc., Robert H. Lurie Comprehensive Cancer Center of Northwestern University, Nourish NJ, Second Harvest of Silicon Valley, Shelter Partnership, Inc. and The Colorado Coalition for the Homeless.

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:

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Corporate Governance Highlights

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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 auditor.

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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 achieve long-term growth through the investmentinvest in apartment communities located in strategically targeted markets with the goal of maximizing risk adjusted total return (operating income plus capital appreciation) on invested capital.  The Board routinely engages with Company management on the components of this strategy, such as identification of markets, renter preferences, 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.  In the last year, the Board has also been deeply involved with management in assessing the impact of the pandemic on the Company’s strategy.

Market Visits and Trustee Education

To stay connected with local aspects of Company strategy, in recent years prior to the COVID-19 pandemic, the Board seeks to conducthad conducted 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 visitsvisited apartment communities owned by the Company as well as those owned by the Company’s competitors, with opportunities to speak with local employees.  The Board also tourstoured the market in general to investigate market risk factors, including growth trends, employment levels, environmental, climate and climateresiliency 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.  Since 2014, the Board has held these market-based meetings in Washington, D.C., Los Angeles, San Francisco, New York and Seattle.Seattle and intends to resume them once the pandemic subsides.

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.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 20, 202018, 2021 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 and Succession

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 real estate investment trusts (“REITs”) in the country: the Company, which has delivered a 13.2%11.5% annualized total shareholder return from its IPO in August 1993 through December 31, 2019,2020, 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 17.3%16.2% annualized total shareholder return from its IPO in February 1993 through December 31, 2019.2020.

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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 in-person 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 23 for biographical information regarding Mr. Parrell.  We believe the Company is well-served by our current leadership structure.

In the event the Chairman of the Board and/or the CEO is unexpectedly unable to serve, (i) the Lead Trustee shall automatically be appointed to serve as the interim Chairman; (ii) the Chairman shall automatically be appointed to serve as the interim CEO; and (iii) the Lead Trustee will promptly call a meeting of the Board for the purposes of appointing a special committee to start the process to recommend candidates to serve as a permanent replacement for either or both positions.

Lead Trustee

Charles L. AtwoodStephen E. Sterrett has been the Company’s Lead Trustee since March 2009 and will serve in such capacity until the Annual Meeting.  AsJune 2020.  See page 28 for biographical information regarding Mr. Atwood is not standing for re-election to the Board at the Annual Meeting, it is anticipated that Stephen E. Sterrett will serve as Lead Trustee following the Annual Meeting provided he is re-elected to the Board.Sterrett.  Duties as Lead Trustee include:

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Meetings

During 2019,In 2020, the Board held sixmore meetings than in a typical year to review the Company’s response to the pandemic.  The Board held eight meetings, with 97% average100% attendance.  No trustee nominees attended fewer than 81%94% of the total number of meetings held by the Board and all committees of the Board on which such trustee served.  ElevenTen trustees attended the 20192020 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-management 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 2019,2020, the non-management trustees held fourfive executive sessions, and the independent trustees held one executive session.

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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 75% 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.

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.

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. Furthermore, at most regularly scheduled Board meetings, the Board reviews key matters relating to the Company’s finances, liquidity, operations and investment

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activity.  The Board is also highly engaged with management in the oversight of risks relating to the recent COVID-19 pandemic.  In relation to cybersecurity, the Board or the

Cybersecurity

The Audit Committee typicallyis 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 recent trends in cyber risks and 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.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 occasionally with the full Board.

The Company collects and holds personally identifiable information of our residents and prospective residents in connection with our leasing activities, and of our employees and their dependents.  The Company addresses 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) timely deletion of personally identifiable information that no longer has a business purposed to be retained.  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.  From time to time, the content of these internal IT security training courses is shared with the Board.  Further, in 2020 the Company’s IT personnel presented an employee education session and provided additional communications to high-risk departments to prepare employees for new and evolving cyber threats.

The Company’s IT security operations team placed first in Chicago and fourth in North America during the 2020 Boss of the Security Operations Center (“SOC”) (“BOTS”) competition. BOTS is a competition hosted by Splunk, a security vendor, where participants simulate working a security incident on a SOC by answering a variety of questions about the type of real-world security incidents that security analysts face on a daily basis.

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

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responsible for leading the evaluation process, which takes place in advance of the annual consideration of trustee nominees.

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For the 20192020 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 and are an important factor taken into account by the Corporate Governance Committee in making its recommendations to the Board regarding trustee nominees.

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 2019,2020, certain of our executives’ performance assessments for purposes of compensation included succession planning-related factors.  For 2019, 10% of the assessment for all executives was tied to employee engagement surveys which measure, among other things, how employees feel about their career development prospects.  Also,  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 andguided the Company’s executives led toCompany through the appointmentfull retirement or transition of Scott J. Fenster as the Company’s Executive Vice President, General Counsel and Corporate Secretary in January 2018, Michael L. Manelis asexecutive team over the Company’s Executive Vice President and Chief Operating Officer in July 2018, Robert A. Garechana as the Company’s Executive Vice President and Chief Financial Officer in September 2018, Mark J. Parrell as the Company’s President in September 2018 and Chief Executive Officer in January 2019 and Alexander Brackenridge as the Company’s Chief Investment Officer commencing September 2020. Mr. Fenster, a Company employee since 2003, Mr. Manelis, a Company employee since 1999, Mr. Garechana, a Company employee since 2004, Mr. Parrell, a Company employee since 1999, and Mr. Brackenridge, a Company employee since 1993,last three years.  The long-term employees who now comprise our executive team were identified through this process and given exposure and

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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

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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 two five-year extension options.  In connection with this amendment, the Company reduced both the amount of square footage it leases and the total rent payable.  While 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 alsoespecially beneficial to the Company, its shareholders and the Board. Furthermore, the lease does not, in the opinion of the Company and the independent trustees, affect Mr. Zell’s ability to act in the best interests of the Company and its 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 facility services in 20192020 totaled $2,642,984.$2,081,965.

Trustee Resignation Policy

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.

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Share OwnershipOwnership 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:

Executives have five years and trustees have three years from appointment or promotion to comply with the ownership requirements.  In 2019,2020, 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.

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:

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 executive officers 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 executive officers 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.

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Continued Focus on ESG

Consistent with our Company’s purpose and forward-thinking corporate stewardship principles, the Board is committed to the incorporation of ESG concepts in all aspects of the Company’s business.  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 1,000 real estate portfolios worldwide.  The Company was recognized as an Industry Leader in ESG in 2019 and named as a Sector Leader in ESG by GRESB for five consecutive years (2014-2018).  The Company also received the Residential Leader in the Light award from the National Association of Real Estate Investment Trusts (“Nareit”) for three consecutive years (2016-2018) in recognition of the Company’s portfolio-wide ESG initiatives.  In addition, the Company was recognized as a 2019 Portfolio of the Year Finalist by the U.S. Department of Energy’s Better Buildings Challenge (LA) as the Company drives to achieve its goal, by 2021, of reducing energy use throughout its portfolio by 10% since 2011. With respect to the Company’s development properties, eight projects since 2011 have received Leadership in Energy and Environmental Design (“LEED”) certification and three recent development projects are targeted for LEED certification.  As we are also committed to supporting our employees, recent renovations at our Chicago headquarters are expected to earn a LEED Gold certification.  Four development properties since 2011 have also received National Green Building Standard certifications from the National Association of Home Builders.  In addition, in 2018 the Company issued $400 million of 10-year 4.15% unsecured notes as “green” bonds, and as a result, the Company has allocated an amount equal to the net proceeds to eligible green/sustainable projects.  This was the first “green” bond issuance from an apartment REIT.

The Board understands that ESG requires an all-inclusive approach, addressing not only the Company’s impact on the environment through a focus on resource conservation, energy efficiency and waste reduction, but also the Company’s impact to our communities, including relationships with our residents, employees and shareholders.  Performance against ESG goals is part of the Company’s annual performance review process for its executives and employees.  For further information on the Company’s ESG policies and goals, please see the Company’s website at www.equityapartments.com, in the investor section under “Sustainability,” which also contains the Company’s 2019 Environmental, Social & Governance Report, published following the review and approval of the Corporate Governance Committee, and which includes a third-party assurance statement as well as a Global Reporting Initiative Content Index.  The Company is currently preparing its 2020 Environmental, Social & Governance Report for publishing in the second half of 2020 and anticipates aligning this report with the reporting standards of the Sustainability Accounting Standards Board (SASB) as well as the Task Force on Climate-related Financial Disclosures (TCFD).

Our Chloe on Madison Apartments (highlighted on the cover), located in the Capitol Hill neighborhood of Seattle, illustrates one recent approach to our ESG strategy.  This 137-unit project, for which we anticipate achieving LEED Platinum certification, demonstrates our strong commitment to sustainable building design and environmentally-conscious features.  The project sourced numerous products such as windows, siding, aggregate for concrete, cabinets and framing material from the Pacific Northwest, supporting the local economy and reducing the climate impacts associated with excessive transportation.  In addition, more than 75% of construction waste was diverted from landfills.  We estimate that Chloe on Madison is 10% more energy efficient than a typical code compliant building due to several energy efficient features including Energy Star appliances, LED lighting with occupancy sensors and controllable mini split heat pumps in each unit, as well as on-site solar photovoltaics, which is a technology that converts sunlight into

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electricity.  Through the use of efficient shower heads and faucets, low flow toilets, and Energy Star appliances such as dishwashers and washing machines, we estimate that we will save approximately 1.5 million gallons of indoor water usage per year.  Our green roof reduces the impact of urban heat island effect, and low volatile organic compounds (VOC) materials contribute to healthier air quality.  Chloe on Madison’s connection to its neighborhood is an ultimate benefit for residents to enjoy, such as its rooftop amenity space with views of downtown Seattle, interior courtyard gardens with native plants and nontoxic pest control, and its location as a “Walker’s Paradise” with a Walk Score of 99/100 with countless nearby amenities, bike networks and transit options, reducing the need for a car.

Another part of our ESG strategy involves engagement at the market level with our local teams.  In furtherance of this strategy, we formed the Equity Values Council, a group comprised of representatives from every market where we do business which is charged with driving new employee initiatives in support of the Company’s core values of Diversity & Inclusion (“D&I”), Social Responsibility, Sustainability and Total Wellbeing.  Members of the Equity Values Council bring ideas for community service and act as a sounding board.  They serve as spokespersons and change agents for our “Equity Values” initiatives and share information and encourage colleagues to participate in community service opportunities.  We give every employee eight hours of paid time each year to spend doing service projects in their community.  Each year employees spend thousands of hours on these activities, which range from local park clean ups to food drives to back-to-school backpack giveaways.  Some of the groups we supported in 2019 include All Stars Project, Arlington Partnership for Affordable Housing, Buona Sera, Christopher’s Haven, Friends of the Highline, Greater Chicago Food Depository, Homeless Persons Representation Project, Housing Industry Foundation, Move for Hunger, Pancreatic Cancer Action Network and Walk for Hunger.  In our home city of Chicago, we won the 2019 Greater Chicago Food Depository Lunch Time to End Hunger award by raising over $23,000 to feed underserved children and families in Chicago.

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.

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.  In 2019, the Company delivered a number of activities in support of D&I:

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Each year we measure our employee engagement via an employee survey.  Our employees resoundingly say they are proud to work at Equity Residential, value one another as colleagues, believe in our mission and values and feel their skills are a good fit for their jobs.  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. In 2019, each employee completed an average of 22.7 hours of dedicated learning at a Company expenditure of over $1,200 per employee.  Included in our training programs are courses dedicated to sustainability and diversity and inclusion.

In 2019, the Company partnered with a non-profit organization, Employees 1st, to establish a crisis fund for our employees.  When an employee faces personal tragedy, such as a natural disaster, life-threatening illness or injury, death incident or catastrophic/extreme circumstances, he or she can apply for a grant to assist in bridging the gap to recovery.  The Company contributed additional funds to the Employees 1st crisis fund to further support employees who may experience a hardship as a result of the COVID-19 pandemic.

The Company also engaged PwC to help employees better understand their financial wellbeing. Participating employees took a financial fitness assessment and received an overall score along with recommendations to improve their financial wellbeing.

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

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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 investorInvestor section under “Corporate Governance.”

Shareholder Right to Amend Bylaws

In response to a shareholder proposal and following significant shareholder 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 foregoing is a summary of Article XIV of the Company’s Bylaws and is qualified in its entirety by the

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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 97%, which the Company believes 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.deliberations that improves decision-making, risk oversight and innovation.  We are very proud that trustee Mary Kay Haben has been named to have been recognized as athe 2020 Women on Boards Winning “W” Company (at least 20%National Association of Board seats held by women).Corporate Directors Directorship 100™, which honors the most influential boardroom leaders each year.  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

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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, experiencefamiliarity with businesses and organizations comparable in size or scope to the Company, experience and skill relative to other Board members and specialized knowledge or experience.expertise.  The evaluation also includes a critical review of annual performance assessments, as previously described. Of particular importance to the Company’s strategy are skills and experience relating to real estate, finance and capital markets, innovation and technology, marketing and consumer insight, risk management 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 2021,2022, the Corporate Secretary must receive the notice not earlier than November 22, 202021, 2021 and not later than 5:00 p.m., Central Time, on December 22, 2020.21, 2021.  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 investorInvestor section

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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)(investorrelations@eqr.com).

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 20102015 the Board has added sevenfive new independent trustees, threefour trustees have retired since 2017 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 twelve trustee nominees are re-elected.

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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.

Trustees Nominated for Re-Election

Set forth below are biographies of each of our trustees as of April 1, 2020,2021, 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.

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Incumbent Trustee Retiring

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Incumbent Trustee Retiring

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Board CommitteesCommittees

The Board has key standing Audit, Compensation and Corporate Governance Committees, which are comprised entirely of trustees who are independent within the meaning of the NYSE listing standards.  The Board also has an Executive Committee.  For the committees on which each of our independent trustees serve, see “Trustees Nominated for Re-Election” beginning on page 15.22.  For a discussion regarding the allocation of risk oversight among the Audit Committee, Compensation Committee and Corporate Governance Committee, see page 5.13.

Audit Committee

The Audit Committee is comprised entirely of trustees who meet the independence and financial literacy requirements of the NYSE listing standards.  In addition, the following members of the Audit Committee are designated as “financial experts” under such listing standards and SEC rules:  John E. Neal (Committee Chair), Angela M. Aman, Linda Walker Bynoe and Stephen E. Sterrett.  The Audit Committee’s responsibilities as set forth in its charter include providing 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 auditor’s qualifications, performance and independence and the performance of the Company’s internal audit function.  The Company’s senior internal audit officer reports to the Audit Committee.

The Audit Committee has sole authority to appoint and replace the independent auditor, which reports directly to the Committee; approve the engagement fees of the independent auditor; and pre-approve the audit services and any permitted non-audit services provided to the Company.  In addition, the Audit Committee reviews the scope of audits as well as the annual audit plan, evaluates matters relating to the audit and internal controls of the Company, reviews and approves all material related party transactions, reviews the Company’s enterprise risk management program and reviewsoversees the Company’s cybersecurity, data privacy and other information technology risks and strategies to protect the Company’s business systems and information.  The Audit Committee holds separate executive sessions, outside the presence of senior management, with the Company’s independent auditor and the Company’s senior internal audit officer.  During 2019,2020, the Audit Committee held eightnine meetings, and no member of the Audit Committee served on more than one other public company audit committee.

Compensation Committee

The Compensation Committee is comprised entirely of trustees who meet the independence requirements of the NYSE listing standards.  The Compensation Committee’s responsibilities as set forth in its charter include establishing the Company’s general compensation philosophy, overseeing the Company’s compensation programs and practices, including incentive and equity-based compensation plans, reviewing and approving executive compensation plans in light of corporate goals and objectives, evaluating the performance of the CEO in light of these criteria and recommending the CEO’s compensation level based on such evaluation.  The Compensation Committee also reviews and approves the CEO’s evaluation of the performance of executives reporting to him before approving their compensation and reviews compensation, bonuses and other related benefits and policies for Company employees.

The Compensation Committee oversees the Company’s executive succession and management development plans and the Company’s policies and strategies related to human capital management, including D&I and other development programs.initiatives, pay equity and employee engagement.  During 2019,2020, the Compensation Committee held sixseven meetings.

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Corporate Governance Committee

The Corporate Governance Committee is comprised entirely of trustees who meet the independence requirements of the NYSE listing standards.  The Corporate Governance Committee’s duties as set forth in its charter include establishing 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, establishing and overseeing procedures for the annual assessment of Board, committee and trustee performance, evaluating 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. The Corporate Governance Committee also reviews and approves the Company’s annual ESG report, as further described on page 9.4.

The Corporate Governance Committee identifies individuals qualified to become Board members and will also consider 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” above.  During 2019,2020, the Corporate Governance Committee held four meetings.

Executive Committee

The Executive Committee has the authority to approve proposals to acquire, develop, dispose of and finance investments for the Company up to certain dollar amount thresholds.  Transactions that exceed these dollar amount thresholds require approval by the Board.  The current members of the Executive Committee are Samuel Zell (Committee Chair), Mark J. Parrell, Charles L. Atwood (retiring from the Board in June 2020), John E. Neal, David J. Neithercut and Stephen E. Sterrett.

Biographical Information of Executives

Set forth below are biographies of each of our executives as of April 1, 2020.

Mark J. Parrell.2021.  See “Biographical Information and Qualifications of Trustees.”

Barry S. Altshuler, 61, has been Executive Vice President – InvestmentsTrustees” above for the biography of the Company since February 2015.  Mr. Altshuler served as the Company’s Chief Executive Officer, Mark J. Parrell.

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Table of Acquisitions from April 2002 to December 2006 and asContents

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Table of Asset Management from January 1998 to March 2002.  Mr. Altshuler serves on the Executive Committee of the Central City Association of Los Angeles and the University of Florida Real Estate Advisory Board and is a member of NMHC and ULI.  Mr. Altshuler currently also serves as President of the California Apartment Association.Contents

Alexander Brackenridge, 56, has been Executive Vice President – Investments of the Company since February 2015 and, as publicly announced on February 27, 2020, has been appointed by the Board to serve as Chief Investment Officer starting in September 2020.  Mr. Brackenridge served as the Company’s 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 the Greater Boston Real Estate Board, NMHC and ULI.  Mr. Brackenridge received an M.B.A. from Yale University.

Retired Executives

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Scott J. Fenster, 44, 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 received a J.D. from the University of Michigan Law School.

Robert A. Garechana, 41, 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 received a B.B.A. from The University of Texas at Austin.

Alan W. George, 62, has been Executive Vice President and Chief Investment Officer of the Company since January 2002 and was Executive Vice President – Acquisitions/Dispositions from February 1997 to January 2002.  As publicly announced on February 27, 2020, Mr. George will retire from his role as Chief Investment Officer on September 1, 2020 and retire as an employee of the Company in March 2021. Mr. George joined the Company in 1992 as a Vice President – Asset Management.  Mr. George serves on the Executive Committee of NMHC.  He is also a member and Governor of ULI and serves on the advisory board of the ULI Terwilliger Center for Housing.

Michael L. Manelis, 51, 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.  Mr. Manelis is a member of the Advisory Board of Home Partners of America.

Christa L. Sorenson, 59, has been Executive Vice President and Chief Human Resources Officer of the Company since December 2015. Ms. Sorenson was the Senior Vice President – Organization and Talent Development from July 2008 to December 2015 and has held various positions within the Company’s Organization and Talent Development group since March 2003.

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COMMON SHARE OWNERSHIP OFOF TRUSTEES AND EXECUTIVES

The following table sets forth information, as of February 28, 2020,2021, 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, 2020,2021, a total of 385,282,597386,068,241 common share equivalents (comprised of common shares, OP Units and restricted units) were outstanding. (1)(2)

* Less than 1%.

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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 OWNERSHIPOWNERSHIP 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, 2019.2020.

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COMPENSATION DISCUSSIONDISCUSSION 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 20192020 Annual Meeting of Shareholders, our 20182019 Executive Compensation Program was approved by approximately 91%97% 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 92.6% 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 20192020 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.

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COVID-19 Impact on Executive Compensation

In accordance with its typical practice, the Compensation Committee established Annual Incentive Plan Performance Goals (as defined below) with relative weightings at its March 2020 meeting, which was held immediately prior to the large-scale outbreak of COVID-19 in the United States.  The unprecedented pandemic presented new and significant challenges to the Company that were not

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predictable when these goals were set, and as the year progressed, the Compensation Committee met multiple times to consider whether the original goals for 2020 would continue to be appropriate.

By mid-2020, it was clear that the results of the heaviest-weighted Performance Goals in the Annual Incentive Plan, which objectively measure Annual Growth in Same Store Net Operating Income (“NOI Goal”) and Normalized Funds from Operations per Share (“NFFO Goal”), would be significantly affected in a negative way due to the effects of lockdowns and reduced economic activity in our markets.  It was apparent that performance under the 2018 Long-Term Incentive Plan (“LTI Plan”), tied exclusively to forward-looking objective financial goals, would also be affected in an unanticipated negative manner.  At the same time, it became evident that executive leadership during the pandemic was never more important than it would be in 2020.  Taking all of this plus equitable considerations into account, the Compensation Committee ultimately determined for 2020 that:

As a result, our executives achieved performance levels of 75% to 86% of target under the Annual Incentive Plan for performance in 2020, as opposed to 132% to 149% of target for performance in 2019.  Furthermore, our executives in the 2018-2020 LTI Plan achieved a performance level of 61% of target, compared to 147% for the 2017-2019 LTI Plan.

Meanwhile, the executive team focused on an equitable compensation program for all employees during this time of reduced revenues.  No base salaries at any level within the organization were cut, but reductions in bonus payouts were applied, with larger reductions applied to more senior employees.  Also, the effect of these reductions were tiered so that our employees, especially our

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on-site employees, who shouldered the toughest tasks in serving our residents during the pandemic, not only maintained their full salary but also most if not all of their bonus.  Certain on-site employees even received special additional bonuses in 2020 in recognition of their significant efforts regarding the health and safety of our employees and residents.

Our CD&A provides further details on our 2020 executive compensation, including a description of the program, and information regarding each executive’s performance in 2020.

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 2019,2020, 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 20192020 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 goalsGoals”) 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 goalsGoals measured objectively.

Each executive was also assigned individual goalsIndividual Goals for 2019;2020: Mr. Parrell by the Compensation Committee and the other executives by Mr. Parrell and approved by the Compensation Committee.  Individual goalsGoals 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.  In light of the additional burden the COVID-19 pandemic placed on certain business units, the Compensation Committee approved the addition of COVID-19-specific efforts to the Business Unit and Individual Goals of certain executives as the pandemic progressed, as further described for each executive below.

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

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level.  The total annual incentive earned by an executive was the sum of the weighted annual incentive amounts earned with respect to each goal.

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To further encourage executive retention and align the interests of our executives with our shareholders, one-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.

The other half 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.

Long-Term Incentive Plan

The third component of the program in 20192020 was the Long-Term IncentiveLTI 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 2019,2020, at the target dollar amounts shown on page 32, 40,

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covering the three-year performance period from January 1, 20192020 through December 31, 2021,2022, with the following pre-established quantitative performance metrics and potential payout levels:

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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 the 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.

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2019 2020 Performance and Compensation

Target Compensation

The following table shows 20192020 target compensation for our NEOs, broken out into the three components of the program as described in the preceding pages.  In 2019,2020, target compensation for our NEOs was generally established prior to the pandemic, at levels belowgenerally between the 25th percentile and the market median, recognizing that most of them are newnewer to their role.  For example, our CEO’s target compensation was set at approximately 67% of our prior CEO’s compensation in 2018.  We expect target compensation for our NEOs to adjust over time to align with the general market in a manner commensurate with their performance.

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 87% for Mr. Parrell and an average of 75% for the other NEOs.  Furthermore, approximately 33% of Mr. Parrell’s target compensation and an average of 25% 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.

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Pay Mix

Company Highlights

In 2019, we continuedAs previously described, the start of the COVID-19 pandemic in 2020 instantly changed the priorities for the Company’s executive management team, as reductions in demand significantly impacted our longability to generate revenue growth.  Driven by our corporate purpose of “Creating communities where people thrive,” the health and successfulsafety of our residents and employees became our top focus, and the Company swiftly pivoted to our true highlights of the year:  ensuring that our properties remained open and operating in a safe manner, and providing our employees with the resources they needed to support their physical, mental and financial well-being.  Our long track record of creating value through focused and proactive revenue generation, expense management and strategic capital allocation, while maintaining a conservative balance sheet with a portfolio focusedstability, and proactive expense management helped us deliver on urban and high-density suburban communities.  This value creation was executed in pursuit of our Company’s purpose:  creating communities where people thrive.  In doing so,these commitments throughout the year.  More specifically, we:

In addition to these pandemic-related achievements, in March 2019, reflecting the Company’s strong cash generation.2020 we also:

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Annual Incentive Plan – Goals

The Compensation Committee established the following Annual Incentive Plan Performance Goals, with the following relative weightings, for 2019:

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Mr. Parrell’s individual goalsIndividual Goals for 2019,2020, which were assigned by the Compensation Committee, included leadership, innovation and strategic initiatives, investor perception and understanding, CEO development,ESG and Equity Values initiatives, as well as developing a purpose statementmonitoring and responding to political risks.  Most significantly for 2020, the Compensation Committee modified Mr. Parrell’s Individual Goals as the pandemic progressed to focus on leadership through this time of heightened financial risk to the Company. and health and safety risk to our employees and residents.

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

As a result of the Company’s performance and Mr. Parrell’s contributions in 2019,2020, he received a score of 157.57%41.78% of target on the Corporate Goals and a score of 125%175% of target on his individual goals,Individual Goals, resulting in an overall weighted achievement of 149.43%75.08% of target on his Performance Bonus and his Performance Equity Grant.

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 goalsIndividual Goals for the year and then assigned scores to such goals.

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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 and budgeting 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.  Moreover, during the COVID-19 pandemic, Mr. Garechana’s goals included ensuring the efficacy of the Company’s financial systems and reporting processes through market disruptions and remote working environments.  His goals also included leadership, innovation and strategic initiatives.

Mr. Garechana’s key accomplishments in 20192020 included:

As a result of the Company’s performance and Mr. Garechana’s contributions in 2019,2020, he received a score of 150.08%52.22% of target on the Corporate Goals, a score of 100% of target on his Business Unit Goals and a score of 150%175% of target on his individual goals,Individual Goals, resulting in an overall weighted achievement of 135.05%78.83% of target on his Performance Bonus and his Performance Equity Grant.

Alan W. George – Executive Vice President and Chief Investment Officer (January 1, 2020-August 31, 2020); Executive Vice President – Investments (September 1, 2020-December 31, 2020)

Mr. George’sAlexander Brackenridge – Executive Vice President – Investments (January 1, 2020-August 31, 2020); Executive Vice President and Chief Investment Officer (September 1, 2020-December 31, 2020)

The Business Unit Goals for Messrs. George and Brackenridge while serving in their role as Chief Investment Officer included the achievement of strategic transaction goals, new store and same store performance, the achievement of sustainability, renovation and capital expenditure metrics, as well as other ESG and Equity Values initiatives.  Hisinitiatives and political advocacy with respect to rent control regulations.  Their goals also included succession management relating to the transition of the Chief Investment Officer role to Mr. Brackenridge and leadership development and succession planning for the investments team, as well as innovation and strategic initiatives.team.

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Their key accomplishments in 20192020 included:

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As a result of the Company’s performance and Mr. George’s contributions in 2019,2020, he received a score of 150.08%52.22% of target on the Corporate Goals, a score of 100% of target on his Business Unit Goals and a score of 125%175% of target on his individual goals,Individual Goals, resulting in an overall weighted achievement of 132.55%78.83% of target on his Performance Bonus and his Performance Equity Grant.

As a result of the Company’s performance and Mr. Brackenridge’s contributions in 2020, he received a score of 52.22% 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 78.83% 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 revenue and NOI performance, IT initiatives, customer loyalty, innovation, strategic and marketing objectives, as well as ESG and Equity Values initiatives.  His goals also included leadership, innovationMost importantly for Mr. Manelis, as the leader of our on-site operational team, the Compensation Committee modified his Business Unit and strategic initiatives.Individual Goals to focus on the demanding tasks associated with operating our more than 300 properties during the pandemic in a safe and reliable way consistent with our corporate purpose.

Mr. Manelis’ key accomplishments in 20192020 included:

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Table of self-guided tours, application of artificial intelligenceContents

As a result of the Company’s performance and Mr. Manelis’ contributions in 2019,2020, he received a score of 150.08%52.22% of target on the Corporate Goals, a score of 125% of target on his Business Unit Goals and a score of 150%175% of target on his individual goals,Individual Goals, resulting in an overall weighted achievement of 142.55%86.33% 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, insurance and legal property operations matters, contribution to Board and committee matters, contribution to capital markets matters, as well as ESG and Equity Values initiatives.  His goals also included leadership, innovation and strategic initiatives.

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Mr. Fenster’s key accomplishments in 2019 included:

As a result of the Company’s performance and Mr. Fenster’s contributions in 2019, he received a score of 150.08% 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 135.05% of target on his Performance Bonus and his Performance Equity Grant.

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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 20182019 and the actual awards granted in January 2020February 2021 with respect to performance under the Annual Incentive Plan in 20192020 for each of the NEOs.

Long-Term Incentive Plan

As described above, LTI Awards were awarded in January 20192020 to each of the NEOs who reported directly to the Chief Executive Officer as of January 1, 2019, at the target dollar amounts shown on page 32,40, covering the three-year performance period from January 1, 20192020 through December 31, 2021,2022, with the pre-established quantitative performance metrics and potential payout levels described on page 30.39.  These LTI Awards remain subject to settlement after the end of the three-year performance period.

Overall 2020 Compensation Target Analysis

In order to provide shareholders with a more complete picture of executive compensation earned in 2020, the following table presents the total compensation paid to our Chief Executive Officer and other NEOs for their service in 2020. As more fully described above, the 2020 total compensation for Mr. Parrell and each of the other NEOs was substantially below 2020 target compensation and 2019 actual compensation due to the impact of the COVID-19 pandemic on the Corporate Goals, which were largely unchanged by the Compensation Committee.

Unlike the Summary Compensation Table (“SC Table”) on page 57 which reports the value of the Share Awards and Option Awards in the year in which they were granted, the table below shows the aggregate value of awards under the Annual Incentive Plan for the year in which they were earned. For this reason, the Compensation Committee believes the amounts shown as “Total Earned Compensation” in the table below are the best measurement of the annual direct compensation earned by the executives in 2020.

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