This excerpt taken from the EQR DEF 14A filed Apr 17, 2006.
Base Annual Compensation. Employee trustees receive no additional compensation for their services as a trustee. To link trustee compensation to performance and to more effectively align the Boards interests with the interests of the shareholders, over 50% of the non-employee trustees base annual compensation (excluding committee or other Board service fees) is payable in some form of Company equity. Effective January 2006, the Board approved an increase in the base annual compensation, from $95,000 to $125,000, and certain committee fees paid to its non-employee trustees (other than its Chairman) and the lead trustee fee, which increases are reflected herein. The Compensation Committee recommended these increases to bring total trustee compensation to a level near the 50th percentile of the competitive market based on the results of an independent published report on director compensation.
For services in 2005, each non-employee Trustee received an annual cash fee of $45,000 (increased to $50,000 in 2006) and an annual long-term incentive grant of $50,000 (increased to $75,000 in 2006) of options and restricted shares, with the exception of Mr. Zell who received restricted shares and options for his services as Chairman as described in Employment Contracts and Change of Control Agreements. The annual long-term incentive grant of $50,000 was allocated 25% to options and 75% to restricted shares, utilizing the same valuation criteria and in the same ratio as approved by the Board for the annual long-term incentive grants to the Companys executive officers. Dividends are paid on restricted shares at the same rate as on unrestricted common shares. The Company also reimburses the trustees for travel expenses incurred in connection with their activities on behalf of the Company, with the exception of Mr. Zell who is responsible for his own business related expenses. Trustees who are first appointed or elected to the Board after the beginning of a fiscal year receive prorated cash fees and long-term incentive grants for their first year of service.