This excerpt taken from the EQR DEF 14A filed Apr 17, 2006.
Chief Executive Officers Compensation. In general, the Committee meets annually, without the Chief Executive Officer present, to evaluate his performance and to determine his compensation. In considering the Chief Executive Officers compensation, the Committee considers his principal responsibilities, which are to provide the Companys overall mission, vision and strategic direction, to attract and retain highly qualified employees and to develop and maintain strong relationships with the overall investment and analyst community. The Committee also considers the Companys financial performance and the Chief Executive Officers individual performance in achieving his goals and objectives.
As further described in Employment Contracts and Change in Control Agreements, in March 2005 (as further amended in June 2005), the Company entered into an Amended and Restated Employment Agreement with Mr. Duncan, the Companys Chief Executive Officer at that time, to reflect the changes needed in view of Mr. Duncans planned retirement as Chief Executive Officer and Trustee as of the end of 2005. Based on this process and Mr. Duncans favorable contributions to the Company as Chief Executive Officer, the Committee awarded Mr. Duncan the compensation described in Executive Compensation. The Committee believes Mr. Duncans total compensation for 2005 was reasonable, competitive and consistent with prevailing practices for retiring Chief Executive Officers.