American Homes 4 Rent
AMH DEF 14A Report ended May 7, 2025
AMERICAN HOMES 4 RENT
10-Ks and 10-Qs
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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
(Amendment No.)
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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x
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Definitive Proxy Statement
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o
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Definitive Additional Materials
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o
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Soliciting Material under §240.14a-12
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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x
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No fee required.
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o
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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A Message from Our Chairperson
Fellow
shareholders:
AMH had another great year in 2024. We delivered strong
growth, completed a successful CEO transition, continued
building homes, and solidified our leadership in the single-family
rental industry. As a company, we’re doing the right things, and
we’re doing things right.
Doing the right things.
At AMH, we’ve always been driven by a
single purpose: to deliver quality housing solutions that make a
positive difference in people's lives. Our evolution from a
pioneering single-family rental operator to an integrated
residential housing company reflects our commitment to meeting
the evolving needs of American households. Today, we’re
recognized as a leading national homebuilder and rental
operator that’s addressing America’s greatest housing
challenges. We’re accomplishing this by delivering three
important solutions.
In the backdrop of a mass housing shortage in the U.S., we’re
meeting growing demand with steady supply. To date, we’ve built
over 12,000 homes in 200 communities through our unique in-
house development program. And our pipeline of over 10,000
additional land lots represents a reliable runway of growth into
2025 and beyond, adding high-quality rental homes to the
market.
In regions where homeownership has become financially
unattainable for many families, we offer an accessible and
flexible housing option to thousands of people. In our top
markets in 2025, renting an AMH home is currently 27% more
affordable than owning. That delta represents a meaningful
difference for the typical U.S. household we serve, and unlocks
opportunities for residents to meet their budget goals, save for a
down payment, or simply enjoy a better quality of life in today’s
inflationary environment.
Powered by our proven operating platform and team of over
1,700 employees, today we provide industry-leading service to
200,000 residents, who benefit from an elevated rental
experience with professional maintenance support. In 2024, their
continued satisfaction was reflected in our steady occupancy
rates and improved Google ratings.
Doing things right.
Our company today is in great shape.
Operationally, our investment in people-centric programs has
advanced our reputation as a workplace and as a service
provider. As an employer, we continually train and develop our
team, including at the leadership level, to maximize the talent
resources we already have at our disposal. Through our
technology-forward Resident 360 program, we’re laser focused
on continuing to improve our customer experience and lead the
industry in resident satisfaction. Leveraging various surveying
channels, we regularly pulse-check our employees, customers,
and vendors to monitor sentiment, and are pleased to see these
scores continue to trend upward across the board.
Financially, our investment-grade credit rating, discipline in
expense management, and industry-leading profit margins
represent the backbone of our strong business model. In 2024,
we refinanced over $900 million dollars of our long-term debt at
favorable rates and terms, demonstrating our access to the
capital markets.
We unencumbered assets and leaned into dispositions, selling
older homes to reinvest in our long-term growth strategy. We
matured in creating operational efficiencies, optimizing returns
and capital to its highest and best use, driving maximum
potential from our portfolio, and producing earnings results for
you, our investors.
As a result, last year, our same-home core revenue growth,
same-home core NOI growth, and Core FFO per share growth
all outperformed that of our peers. This resilience has enabled
us to keep growing through dynamic economic cycles, offering
stability to all the people who rely on us, including customers,
employees, partners, and shareholders. Whereas other
companies have been forced to lean out of growth in today’s
capital-constrained environment, AMH remains able to grow
through our development program in addition to seizing
acquisition opportunities that are right for our portfolio.
The outlook.
With this robust foundation in place, in 2025, your
Board of Trustees and management team are firmly optimistic
about the outlook ahead. After a successful CEO transition, the
company today is in the capable hands of the next generation of
leaders David Singelyn shaped. Guided by their expertise, AMH
will continue growing responsibly, and advancing the strong
reputation we’ve earned in the last 13 years.
At the macro level, more than ever, the value we add to the
marketplace is critically needed. With a housing shortage
estimated in the millions, demand rising, and affordability
creating unprecedented barriers to quality homes, we’re
leveraging our expertise and scale to respond to market needs.
We’re also expecting more opportunities for bulk acquisitions
and are well-equipped to be a consolidator in this space.
Now, AMH is uniquely positioned to continue leading the industry
by doing what we do best: providing access to single-family
living, delivering peace of mind to all our stakeholders, adding
housing supply, and generating value. To continue making a
positive impact into the future, we ask for your voting support on
the proposals detailed in this proxy statement.
Please join us on Wednesday, May 7, 2025, at 9:00 a.m., Pacific
Time, virtually or by proxy:
w
ww.virtualsharemeeting.com/
AMH2025
.
You may vote online, by telephone, or via mail following the
instructions on the proxy card or voting instruction form by
signing, dating, and returning the enclosed proxy card. If you
attend the meeting, you may revoke your proxy and vote your
shares virtually.
Sincerely,
Matthew J. Hart
Chairperson of the Board
March 26, 2025
A Message from Our Chief
Executive Officer
Fellow shareholders:
In 2024, the U.S. faced a challenging housing landscape. As the
supply shortage reached historic levels, homeownership has
become increasingly out of reach for millions of Americans, and
many people can no longer afford to live where they work.
All throughout, AMH has remained unwavering in our purpose to
make housing more accessible to more people. We continue to
lead the way in building new homes, elevating standards of care
in the industry, and unlocking ways for our products and services
to empower households.
I'm especially proud of how teams at AMH have generated
housing solutions that demonstrate our values: caring about
people, making it simple, and holding ourselves accountable.
As a leading owner, operator, and developer of single-family
rental homes, AMH today is uniquely positioned to deliver
solutions to our country's ongoing housing challenges:
Delivering access to opportunity.
We continue to invest in
building new homes and successful neighborhoods across the
U.S., creating more opportunities for thousands of households.
Since launching our internally managed development program in
2017, we've built over 12,000 homes in 200 communities,
adding
much-needed supply to the national housing stock.
Improving people's lives.
Following the portfolio acquisition of
approximately 1,700 homes last fall, AMH today manages over
60,000 homes across the U.S. With the cost of buying a home
remaining prohibitive for many, we're providing thousands of
people - including essential workers like teachers, first
responders, civil servants, and healthcare workers - an
attainable, high-quality housing option in the communities where
they work.
Providing exceptional experiences.
We know our influence on
people's lives extends beyond the homes we build and manage.
Our deep expertise and commitment to operational excellence
creates exceptional living experiences for our 200,000 residents.
We've seen this reflected in increasingly favorable customer
satisfaction scores over the years, and consistently improving
our services remains a priority for the year ahead.
As we look to the future with a fresh sense of purpose and
possibility, we're intensifying our focus on creating more value
for all our stakeholders: our customers, employees, investors,
trade partners, and the communities we operate in.
By simplifying life for our residents, building housing, and training
a new generation of responsible housing leaders, we're
dedicated to upholding the highest standards of integrity in our
industry.
On behalf of all of us at AMH, thank you for your engagement
and confidence in our company. We've never been more
optimistic about the impact great housing can have on people's
lives - and we're grateful to you for continuing to support us on
this journey.
Bryan
Smith
Chief Executive Officer
March 26, 2025
2025 Proxy Statement
Notice of the 2025 Annual Meeting
of Shareholders
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Date and Time
Wednesday, May 7, 2025 at
9:00 a.m., Pacific Time
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Virtual Location
Visit:
www.virtualshareholdermeeting.com/AMH2025
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Items of Business
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1
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To elect as trustees the eleven nominees named in the attached proxy statement to serve until the 2026 Annual Meeting of
Shareholders;
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2
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To ratify the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm
for the fiscal year ending December 31, 2025;
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3
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To hold a non-binding advisory vote to approve our named executive officer compensation; and
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4
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To consider and act upon any other matters as may properly come before the Annual Meeting or any adjournment or
postponement thereof.
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Recommendations of the
Board
The Board of Trustees unanimously recommends that you vote “FOR” each of the trustee nominees named in the attached proxy
statement, “FOR” ratification of the appointment of Ernst & Young LLP and “FOR” approval, on an advisory basis, of our named
executive officer compensation. Detailed information concerning these proposals is included in the accompanying proxy statement.
Proxy Materials
The notice of meeting, proxy statement and Annual Report on Form 10-K are available free of charge at:
https://investors.amh.com/
financials/annual-reports
. The proxy statement and accompanying proxy card are being sent or made available to you on or about
March 26, 2025.
Record Date
You are entitled to vote at the meeting if you were a shareholder of record at the close of business on March 14, 2025 of our Class A or
Class B common shares of beneficial interest, par value $0.01 per share.
Voting
Your vote is very important
. To ensure that your shares are represented at the Annual Meeting, please vote over the Internet, by
telephone or by mail as instructed on the proxy card or voting instruction form you receive. You may revoke a proxy at any time prior to
its exercise at the meeting by following the instructions in the accompanying proxy statement.
By Order of the Board of Trustees,
Sara Vogt-Lowell
Chief Administrative Officer and Chief Legal Officer
March 26, 2025
Important Notice Regarding Availability of Proxy Materials for the 2025 Annual Meeting on May 7, 2025: This Proxy Statement
and our 2024 Annual Report on Form 10-K are available on the company’s website
www.amh.com
under “Investor Relations.”
2025 Proxy Statement
Table of
Contents
2025 Proxy Statement |
1
2024 Business Highlights
In
2024
, we remained focused on delivering long-term value by expanding our portfolio of
high-quality homes.
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2,356
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61,336
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new homes built through
AMH development
program
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homes in our portfolio
in
24 states
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96.2%
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200
th
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same-home average
occupancy achieved
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new community
opened
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|||||
And we maintained strong financial results year over year, through which we delivered
value to you, our investors, as well.
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Increased same-home
average monthly
realized rent by
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Increased total
revenues YOY by
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5.3%
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6.5%
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Achieved Core FFO*
per share growth YOY
by
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Grew Core NOI*
for total portfolio
YOY by
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6.6%
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8.1%
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Attractively recycled
capital through our
asset management
and disposition
program
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Increased
quarterly
distribution
YOY by
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$530M
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15%
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9.2% Compounded Annual Growth
In 2024, we were named the top 39th
homebuilder in the U.S. by Builder100.
* See pages 9, 13, 14, 27 to 28 and 31 to 33
of Exhibit 99.2 to the company's Current Report on Form 8-K filed February 20, 2025 and pages 11 and
31-32 of Exhibit 99.2 to the company's Current Report on Form 8-K filed February 23, 2023 for information regarding Core FFO and Core NOI, which
are non-GAAP performance measures.
2
| AMH
Annual Meeting Information
This proxy statement contains important information regarding the 2025 Annual Meeting of Shareholders (the “Annual Meeting”).
Specifically, it identifies the proposals on which you are being asked to vote, provides information that you may find useful in
determining how to vote, and describes voting procedures. This proxy statement is being sent or made available to you on or about
March 26, 2025.
Proxy Materials
The Notice of Meeting, Proxy Statement and Annual Report on Form 10-K are available free of charge at:
https://investors.amh.com/financials/annual-reports
.
Meeting Information
Date and Time
Wednesday, May 7, 2025, at 9:00 a.m., Pacific Time.
Virtual Location
www.virtualshareholdermeeting.com/AMH2025
To be admitted, you must enter the control number found on your proxy card or voting instruction form.
Record Date
You are entitled to vote at the Annual Meeting if you were a shareholder of record at the close of business on March 14, 2025 (the
“Record Date”) of our Class A or Class B common shares of beneficial interest, par value $0.01 per share.
Voting
Your vote is very important. To ensure your representation at the meeting, please vote over the Internet, by telephone or by mail as
instructed on the proxy card or voting instruction form you receive. You may revoke a proxy at any time prior to its exercise at the
Annual Meeting by following the instructions in the accompanying proxy statement.
How to Cast Your Vote
Virtually
www.virtualshareholdermeeting.com/AMH2025
You may vote your shares virtually at the Annual Meeting. Even if you plan to attend the Annual Meeting virtually, we recommend that
you submit the accompanying proxy card or voting instruction form or vote via the Internet or by telephone by the applicable deadline
so that your vote will be counted if you later decide not to attend the Annual Meeting.
Internet
www.proxyvote.com
You may vote your shares through the Internet by signing on to the website identified on the proxy card or voting instruction form and
following the procedures described on the website. Internet voting is available 24 hours a day until 11:59 p.m. Eastern Time on the day
before the Annual Meeting. If you vote through the Internet, you should not return any proxy card.
Mail
Return your proxy in the postage-paid envelope provided.
If you choose to vote by mail, simply complete the accompanying proxy card or voting instruction form, date and sign it, and return it in
the pre-addressed postage-paid envelope provided.
Telephone
1-800-690-6903
You may vote your shares by telephone by following the voting instructions on the enclosed proxy card or voting instruction form,
respectively. Telephone voting is available 24 hours a day until 11:59 p.m. Eastern Time on the day before the Annual Meeting.
2025 Proxy Statement |
3
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As summarized below, there are distinctions between shares
held of record and those owned beneficially:
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(i) vote your shares by delivering the enclosed voting
instruction form in the pre-addressed postage-paid envelope
provided or (ii) contact the person responsible for your
account to ensure that a voting instruction form is submitted
on your behalf. In most instances, you will be able to do this
over the Internet, by telephone or by mail as indicated on
your voting instruction form. It is critical that you promptly
give instructions to your brokerage firm, bank, or other
nominee. You may vote your shares at the virtual meeting
only if you obtain a legal proxy from your brokerage firm,
bank, or other nominee.
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•
Shareholder of Record
—If your shares are registered
directly in your name, you are considered the shareholder
of record of those shares. As the shareholder of record,
you can submit your voting instructions by Internet,
telephone or mail as described on the enclosed proxy
card.
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•
Beneficial Owner
—If your shares are held through a
broker or bank in “street name” as of the close of business
on the Record Date, you can either:
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Unanimous Recommendations of the Board
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1
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Election of the Eleven Trustee Nominees Named in this Proxy Statement
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BOARD
RECOMMENDATION
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FOR
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2
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Ratification of the Appointment of Ernst & Young LLP as our Independent
Registered Public Accounting Firm for the Fiscal Year Ending December 31,
2025
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BOARD
RECOMMENDATION
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FOR
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3
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Advisory Vote to Approve our Named Executive Officer Compensation
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BOARD
RECOMMENDATION
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FOR
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These proposals are discussed in more detail in this proxy statement and you should read the entire proxy statement carefully
before voting.
We will also consider any other matters properly brought before the Annual Meeting or any adjournment or
postponement of the Annual Meeting.
|
4
| AMH
Virtual Meeting Matters
The Annual Meeting will be held in virtual-only format. You will be
able to attend and participate in the virtual Annual Meeting, vote
your shares electronically and submit your questions during the
meeting by visiting:
www.virtualshareholdermeeting.com/
AMH2025
.
The Annual Meeting will begin with a pre-recorded presentation,
followed by a live webcast of the formal business of the Annual
Meeting and a Q&A session.
Accessing the Meeting
To be admitted to the Annual Meeting, you must enter the control
number found on your proxy card or voting instruction form. If
your common shares are held through a broker or bank in “street
name” as of the close of business on the Record Date, you may
vote your shares at the virtual meeting only if you obtain a legal
proxy from your brokerage firm, bank, or other nominee.
Casting Your Vote
You may vote your shares virtually at the Annual Meeting. To
vote at the virtual Annual Meeting, you must re-enter the control
number found on your proxy card or voting instruction form.
Even if you plan to attend the Annual Meeting virtually, we
recommend that you submit the accompanying proxy card or
voting instruction form or vote via the Internet or by telephone by
the applicable deadline so that your vote will be counted if you
later decide not to attend the virtual Annual Meeting.
Live, Online Q&A
As part of the Annual Meeting, we will hold a live, online Q&A
session, where shareholders of our Class A or Class B common
shares at the close of business on the Record Date will be
allowed to ask questions. You may submit questions in real time
during the Annual Meeting. We intend to answer all questions
submitted before or during the Annual Meeting which are
pertinent to the company and the Annual Meeting matters, as
time permits. Consistent with our prior virtual and in-person
annual meetings, all questions submitted will be generally
addressed in the order received, and we limit each shareholder
to one question in order to allow us to answer questions from as
many shareholders as possible.
If there are matters raised of individual concern to a shareholder,
or if a question posed was not otherwise answered, we provide
an opportunity for shareholders to contact us separately after the
Annual Meeting through the company’s website,
www.amh.com
under “Investor Relations.”
Technical Assistance
If you encounter any difficulties accessing or participating in the
virtual Annual Meeting, please call the technical support number
that will be posted on the Annual Meeting Website log-in page.
2025 Proxy Statement |
5
6
| AMH
|
AMH 2025 Prox2025 Pro
Board
Recommendation
Our
Board unanimously
recommends that you
vote "
FOR
" all eleven
nominees for trustee for
a one-year term.
2025 Proxy Statement |
7
Who We
Are
Our Board currently consists of
thirteen members
. Ten of the
current trustees are considered “independent” and all members
of our Audit Committee, Nominating and Corporate Governance
Committee, and Human Capital and Compensation Committee
are independent. Our Chairperson of the Board, Matthew Hart, is
an independent trustee. Bryan Smith was appointed to our
Board on January 1, 2025, concurrent with his promotion to
Chief Executive Officer. Pursuant to our Trustee Retirement
Policy, which provides that no trustee will be nominated for
election to the Board unless he or she will be 75 or younger on
the first day of the new Board term, James Kropp will retire from
our Board as of the 2025 Annual Meeting. Additionally, as
previously announced, our former Chief Executive Officer David
Singelyn, who retired in December 2024, will retire from our
Board as of the 2025 Annual Meeting.
Our Board believes its members collectively have the
experience, qualifications, attributes, and skills to continue to
effectively oversee the management of the company, including a
high degree of personal and professional integrity, an ability to
exercise sound business judgment on a broad range of issues,
sufficient experience and background to appreciate the issues
facing the company, a willingness to devote the necessary time
to Board duties, a commitment to representing the best interest
of the company and a dedication to enhancing shareholder
value. The Board regularly monitors and evaluates its
composition to ensure that it continues to support the success of
our long-term strategy.
The Board unanimously recommends a vote “FOR” each of
the eleven nominees proposed by the
Board
.
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Nominee
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Age
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Principal Occupation
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Trustee
Since
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Current Committees
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||||
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Matthew Hart *
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73
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Chairperson of the Board, AMH
Retired President and Chief Operating Officer,
Hilton Hotels Corporation
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2012
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Bryan Smith
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51
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Chief Executive Officer, AMH
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2025
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Douglas Benham *
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68
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President and Chief Executive Officer, DNB
Advisors, LLC
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2016
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•
Human Capital and
Compensation (Chair)
•
Nominating and Corporate
Governance
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Jack Corrigan
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64
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Retired Chief Investment Officer, AMH
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2012
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David Goldberg *
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75
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Retired Executive Vice President, AMH
Former Senior Vice President and General
Counsel, Public Storage
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2019
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Tamara Gustavson *
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63
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Real Estate Investor
Philanthropist
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2016
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Michelle Kerrick *
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62
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Former West Region Market Leader and
Managing Partner, Deloitte & Touche LLP
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2020
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•
Audit (Chair)
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Lynn Swann *
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73
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Director for Apollo Global Management, Inc.
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2020
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•
Audit
•
Nominating and Corporate
Governance
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Winifred Webb *
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67
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Founder, Kestrel Advisors
Former Senior Executive, Ticketmaster and The
Walt Disney Company
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2019
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•
Human Capital and
Compensation
•
Nominating and Corporate
Governance
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Jay Willoughby *
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66
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Chief Investment Officer, TIFF Investment
Management
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2019
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•
Audit
•
Human Capital and
Compensation
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||||
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Matthew Zaist *
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50
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Chief Executive Officer, The New Home Company
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2020
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•
Nominating and Corporate
Governance (Chair)
•
Human Capital and
Compensation
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*
Denotes “independent” member of the Board.
8
| AMH
Biographical Information About Our Trustee Nominees
Set forth below is biographical information for each of the trustee nominees, including a list of the specific qualifications that were
considered for membership on our Board. Each nominee has consented to be named in this proxy statement
and
to serve if elected.
Please see the "Executive Officers" section below for the biographical information of Bryan
Smith
.
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Matthew
Hart
Age: 73
Trustee since: 2012
(Chairperson since 2023)
Independent
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Chairperson of the Board, AMH
Retired President and Chief Operating Officer, Hilton Hotels
Corporation
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Mr. Hart brings to our Board deep management, operational, executive compensation, corporate
governance, and real estate industry experience from his executive roles at a number of publicly
traded real estate and consumer companies. His experience, qualifications, attributes, and skills
qualify him to serve as Chairperson of the Board.
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Background
•
Hilton Hotels Corporation, President and Chief
Operating Officer, Executive Vice President, Chief
Financial Officer (1996-2007)
•
Walt Disney Company (NYSE: DIS), Senior Vice
President and Treasurer
•
Host Marriott Corp., Executive Vice President and
Chief Financial Officer
•
Marriott Corporation, Senior Vice President and
Treasurer
•
Bankers Trust Company, Vice President, Corporate
Lending
Public Directorships
•
American Airlines (NASDAQ: AAL) (since 2013)
•
Air Lease Corp. (NYSE: AL) (since 2010)
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Education
•
B.A., Vanderbilt University
•
M.B.A., Columbia University
Qualification Highlights:
•
Executive Leadership
•
Real Estate Experience
•
REIT
•
Treasury/Capital Allocation
•
Finance/Accounting/Auditing
•
Human Capital Management
•
Corporate Governance
•
Risk Assessment & Management
•
Investor Relations
•
Public Company Board
•
Public Company Senior Management
Experience
•
Audit Committee
•
Cybersecurity
•
Capital Markets
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2025 Proxy Statement |
9
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Douglas
Benham
Age: 68
Trustee since: 2016
Independent
Committees
•
Human Capital and
Compensation (Chair)
•
Nominating and
Corporate Governance
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President and Chief Executive Officer, DNB Advisors, LLC
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Mr. Benham has extensive management, corporate governance, executive and employee
compensation, and consumer products experience as a leader of restaurant businesses. His
experience, qualifications, attributes, and skills qualify him to serve as chair of our Human Capital and
Compensation Committee, as a member of our Nominating and Corporate Governance Committee,
and as a member of our Board.
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Background
•
DNB Advisors, LLC, President and Chief Executive
Officer (since 2006)
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Bob Evans Farms, LLC, Executive Chair of the Board
•
Arby’s Restaurant Group, Inc., President and Chief
Executive Officer
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RTM Restaurant Group, Inc., Chief Financial Officer
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Education
•
B.A., University of West Florida
Qualification Highlights:
•
Executive Leadership
•
Real Estate Experience
•
REIT
•
Treasury/Capital Allocation
•
Finance/Accounting/Auditing
•
Human Capital Management
•
Corporate Governance
•
Sustainability
•
Risk Assessment & Management
•
Investor Relations
•
Public Company Board
•
Public Company Senior Management
Experience
•
Audit Committee
•
Capital Markets
•
Philanthropic Activities
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Jack
Corrigan
Age: 64
Trustee since: 2012
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Retired Chief Investment Officer, AMH
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Mr. Corrigan has deep expertise in the residential and commercial real estate sectors, managing
large-scale property portfolios, and he was the architect of our AMH Development homebuilding arm.
His experience, qualifications, attributes, and skills qualify him to serve as a member of our Board.
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Background
•
AMH, Chief Investment Officer (2012-2022), Chief
Operating Officer (2012-2019)
•
American Homes 4 Rent Advisor, LLC (our former
manager), Chief Operating Officer
•
A&H Property and Investments, Chief Executive
Officer
•
PS Business Parks Inc. (formerly NYSE: PSB), Chief
Financial Officer
•
LaRue, Corrigan & McCormick, Partner
•
Storage Equities, Inc., Controller
•
Arthur Young & Company
|
Education
•
B.S., Loyola Marymount University
Qualification Highlights:
•
Executive Leadership
•
Real Estate Experience
•
REIT
•
Treasury/Capital Allocation
•
Finance/Accounting/Auditing
•
Risk Assessment & Management
•
Investor Relations
•
Public Company Senior Management
Experience
•
Capital Markets
•
Human Capital Management
•
Consumer Experience
|
|||
10
| AMH
|
David
Goldberg
Age: 75
Trustee since: 2019
Independent
|
Retired Executive Vice President, AMH
Former Senior Vice President and General Counsel, Public Storage
|
|||
|
Mr. Goldberg brings to our Board expertise in management and legal matters including corporate
governance, securities, capital markets, and risk management for public and private real estate
companies. His experience, qualifications, attributes, and skills qualify him to serve as a member of
our Board.
|
||||
|
Background
•
AMH, Executive Vice President (2012-2019)
•
American Commercial Equities, Manager
•
Public Storage (NYSE: PSA), Senior Vice President
and General Counsel
•
Law Firm of Sachs & Phelps, Partner
•
Law Firm of Agnew, Miller & Carlson, Associate and
Partner
•
Law Firm of Hufstedler, Miller, Carlson & Beardsley,
Partner
|
Education
•
A.B., Boston University
•
J.D., University of California, Berkeley
Qualification Highlights:
•
Executive Leadership
•
Real Estate Experience
•
REIT
•
Corporate Governance
•
Risk Assessment & Management
•
Legal Experience
•
Public Company Senior Management
Experience
•
Government Affairs / Regulatory
•
Philanthropic Activities
|
|||
|
Tamara
Gustavson
Age: 63
Trustee since: 2016
Independent
|
Real Estate Investor
Philanthropist
|
|||
|
Ms. Gustavson brings to our Board expertise in management, public relations, corporate governance,
and industry experience from her leadership roles at publicly traded real estate companies as both an
executive and board member. Her experience, qualifications, attributes, and skills qualify her to serve
as a member of our Board.
|
||||
|
Background
•
American Commercial Equities, Member (since 2005)
•
Public Storage (NYSE: PSA), Senior Vice President-
Administration
Public Directorships
•
Public Storage (NYSE: PSA) (since 2008)
|
Education
•
B.S., University of Southern California
Qualification Highlights:
•
Executive Leadership
•
Real Estate Experience
•
REIT
•
Human Capital Management
•
Corporate Governance
•
Public Company Board
•
Public Company Senior Management
Experience
•
Philanthropic Activities
|
|||
2025 Proxy Statement |
11
|
Michelle
Kerrick
Age: 62
Trustee since: 2020
Independent
Committees
•
Audit (Chair)
|
Former West Region Market Leader and Managing Partner
Deloitte & Touche LLP
|
|||
|
Ms. Kerrick has deep expertise in finance and accounting, risk management, and corporate
governance developed over a 35-year career with a leading public accounting firm. She also brings
corporate governance expertise from her service at two other publicly traded companies. Ms. Kerrick
qualifies as an audit committee financial expert under SEC rules. Her experience, qualifications,
attributes, and skills qualify her to serve as chair of our Audit Committee and as a member of our
Board.
|
||||
|
Background
•
Deloitte & Touche LLP, West Region Market Leader
(2019 and 2020), Managing Partner – Los Angeles
(2010-2020), other positions (1985-2010)
Public Directorships
•
The Beauty Health Company (NASDAQ: SKIN) (since
2021)
•
LDH Growth Corp I (NASDAQ: LDHA) (since 2021)
|
Education
•
B.S., Northern Arizona University
Qualification Highlights:
•
Executive Leadership
•
Real Estate Experience
•
REIT
•
Finance/Accounting/Auditing
•
Human Capital Management
•
Corporate Governance
•
Risk Assessment & Management
•
Technology
•
Public Company Board
•
Audit Committee
|
|||
|
Lynn
Swann
Age: 73
Trustee since: 2020
Independent
Committees
•
Audit
•
Nominating and
Corporate Governance
|
Director for Apollo Global Management, Inc.
|
|||
|
Mr. Swann is an experienced public company director of both a leading asset manager and a water
technology company, which allow him to contribute valuable perspectives on corporate governance,
risk management, technology, and sustainability matters. His experience, qualifications, attributes, and
skills qualify him to serve as a member of our Audit and Nominating and Corporate Governance
Committees and as a member of our Board.
|
||||
|
Background
•
Swann, Inc., President (since 1976)
Public Directorships
•
Apollo Global Management, Inc. (NYSE: APO) (since
2022)
•
Xylem Inc. (NYSE: XYL) (2023-2024)
•
Evoqua Water Technologies (formerly NYSE: AQUA)
(2018-2023)
|
Education
•
B.A., University of Southern California
Qualification Highlights:
•
Executive Leadership
•
Real Estate Experience
•
Treasury/Capital Allocation
•
Finance
•
Human Capital Management
•
Corporate Governance
•
Sustainability
•
Public Company Board
•
Public Company Senior Management
Experience
•
Audit Committee
•
Government Affairs/Regulatory
•
Philanthropic Activities
|
|||
12
| AMH
|
Winifred
Webb
Age: 67
Trustee since: 2019
Independent
Committees
•
Human Capital and
Compensation
•
Nominating and
Corporate Governance
|
Founder, Kestrel Advisors
Former Senior Executive, Ticketmaster, and The Walt Disney
Company
|
|||
|
Ms. Webb brings more than three decades of experience as a seasoned executive of several of the
largest entertainment companies in the country and a director of public companies with significant real
estate interests. Her executive leadership and board experience encompasses expertise in human
capital management, corporate governance, sustainability, and investor relations. Her experience,
qualifications, attributes, and skills qualify her to serve as a member of our Human Capital and
Compensation and Nominating and Corporate Governance Committees and as a member of our
Board.
|
||||
|
Background
•
Kestrel Advisors, Founder (since 2013)
•
Tennenbaum Capital Partners, Managing Director
•
Ticketmaster Entertainment, Corporate Senior Vice
President, Chief Communications & Investor
Relations Officer
•
The Walt Disney Company, Corporate Senior Vice
President of Investor Relations & Shareholder
Services, Executive Director for The Walt Disney
Company Foundation
Public Directorships
•
AppFolio (NASDAQ: APPF) (since 2019)
•
Wynn Resorts (NASDAQ: WYNN) (since 2018)
•
ABM Industries (NYSE: ABM) (since 2014)
|
Education
•
B.A., Smith College (with honors)
•
M.B.A., Harvard University
Qualification Highlights:
•
Executive Leadership
•
Real Estate Experience
•
Finance/Accounting/Auditing
•
Corporate Governance
•
Sustainability
•
Risk Assessment & Management
•
Investor Relations
•
Technology
•
Public Company Board
•
Public Company Senior Management
Experience
•
Audit Committee
•
Capital Markets
•
Treasury/Capital Allocation
•
Cybersecurity
•
Philanthropic Activities
|
|||
|
Jay
Willoughby
Age: 66
Trustee since: 2019
Independent
Committees
•
Audit
•
Human Capital and
Compensation
|
Chief Investment Officer, TIFF Investment Management
|
|||
|
Mr. Willoughby is an accomplished investment manager and brings deep executive, finance, risk
management, capital allocation, and sustainability experience to our Board. His experience,
qualifications, attributes, and skills qualify him to serve as a member of our Audit and Human Capital
and Compensation Committees and as a member of our Board.
|
||||
|
Background
•
TIFF Investment Management, Chief Investment
Officer (since 2015)
•
The Alaska Permanent Fund, Chief Investment
Officer
•
Ironbound Capital Management, Co-Managing
Partner
•
MLIM Equity Funds, Chief Investment Officer, Head
of Research
•
Merrill Lynch Real Estate Fund, Senior Portfolio
Manager
|
Education
•
B.A., Pomona College
•
M.B.A., Columbia University
Qualification Highlights:
•
Executive Leadership
•
REIT
•
Treasury/Capital Allocation
•
Finance/Accounting/Auditing
•
Corporate Governance
•
Sustainability
•
Risk Assessment & Management
•
Investor Relations
•
Public Company Senior Management
Experience
•
Audit Committee
•
Financial Literacy
•
Capital Markets
|
|||
2025 Proxy Statement |
13
|
Matthew
Zaist
Age: 50
Trustee since: 2020
Independent
Committees
•
Nominating and
Corporate Governance
(Chair)
•
Human Capital and
Compensation
|
Chief Executive Officer, The New Home Company
|
|||
|
Mr. Zaist is a seasoned chief executive of home builders with hands-on expertise in a critical part of
our business. His responsibilities at the companies he has led have included oversight of financial
statements, risk management, and executive compensation matters. His experience, qualifications,
attributes, and skills qualify him to serve as chair of our Nominating and Corporate Governance
Committee, a member of our Human Capital and Compensation Committee, and as a member of our
Board.
|
||||
|
Background
•
The New Home Company, Chief Executive Officer
(since 2021)
•
William Lyon Homes (formerly NYSE: WLH),
President and Chief Executive Officer, President and
Chief Operating Officer
Public Directorships
•
William Lyon Homes (formerly NYSE: WLH)
(2016-2020)
|
Education
•
B.S., Rensselaer Polytechnic Institute
Qualification Highlights:
•
Executive Leadership
•
Real Estate Experience
•
Treasury/Capital Allocation
•
Human Capital Management
•
Corporate Governance
•
Risk Assessment & Management
•
Investor Relations
•
Capital Markets
•
Finance/Accounting/Auditing
•
Public Company Board
•
Public Company Senior Management
Experience
•
Audit Committee
•
Sustainability
•
Technology
|
|||
14
| AMH
Governance Framework
How We Are Selected, Elected, Evaluated and Refreshed
We believe that our trustees should satisfy a number of
qualifications, including demonstrated integrity, a record of
personal accomplishments, a commitment to participation in
Board activities, and other attributes. We also endeavor to have
a board that represents a range of qualifications, skills, and
depth of experience in areas that are relevant to and contribute
to the Board’s oversight of the
company
’s business.
The table below summarizes the key experience, qualifications,
and attributes for each trustee nominee and highlights the
balanced mix of experience, qualifications, and attributes of the
Board as a whole. This high-level summary is not intended to be
an exhaustive list of each trustee nominee’s skills or
contributions to the Board. No individual experience,
qualification, or attribute is solely dispositive of becoming a
member of the Board.
|
Matthew Hart
|
Bryan Smith
|
Douglas Benham
|
Jack Corrigan
|
David Goldberg
|
Tamara Gustavson
|
Michelle Kerrick
|
Lynn Swann
|
Winifred Webb
|
Jay Willoughby
|
Matthew Zaist
|
Total
|
|
|
Real Estate
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
10
|
|
|
REITs
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
8
|
|||
|
Corporate
Governance
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
10
|
|
|
Investor
Relations
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
7
|
||||
|
Finance
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
9
|
||
|
Mergers
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
9
|
||
|
Public Company
Board
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
8
|
|||
|
Human Capital
Management
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
9
|
||
|
Strategic
Planning
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
9
|
||
|
Risk
Management
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
11
|
|
Consumer
Experience
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
7
|
||||
|
Sustainability
|
●
|
●
|
●
|
●
|
●
|
●
|
6
|
|||||
|
Technology
|
●
|
●
|
●
|
●
|
4
|
|||||||
|
Cybersecurity
|
●
|
●
|
●
|
3
|
2025 Proxy Statement |
15
Board Composition
. We believe that a board comprised of
trustees with a range of backgrounds, experiences,
perspectives, and viewpoints improves the dialogue and
decision-making in the board room and contributes to overall
board effectiveness.
Our Board currently consists of thirteen members. Upon the
recommendation of our Nominating and Corporate Governance
Committee, our Board annually nominates trustees for election
or re-election to the Board to serve for a one-year term
beginning with the Annual Meeting or until their successors, if
any, are elected or appointed.
Other than Messrs. Kropp and Singelyn, who are retiring from
the Board at the end of the current term, each of our current
trustees was nominated by the Board upon the recommendation
of the Nominating and Corporate Governance Committee, and
no trustee was nominated by a shareholder or subject to any
agreement with any third party. Additionally, Mr. Goldberg will
reach retirement age under our Trustee Retirement Policy prior
to the 2026 Annual Meeting.
Led by our Nominating and Corporate Governance Committee,
our Board continues to focus on facilitating a smooth transition
when trustees retire or leave the Board, as well as ensuring that
the composition of our Board is systematically refreshed to
maintain the desired mix of skills, experience, independence and
diverse backgrounds to support our strategic direction and
operating environment.
Among other aspects of the succession planning and
refreshment process, our Board:
•
Identifies the collective mix of desired skills, experience,
knowledge, diverse backgrounds, and independence of our
Board taken as a whole, and identifies potential
opportunities for enhancement in these areas;
•
Considers each current trustee’s experience, skills,
principal occupation, reputation, independence, committee
membership, and background;
•
Engages third-party search firms to assist with identifying
and evaluating qualified candidates, as appropriate; and
•
Considers the recommendations of Board members and
third parties to identify and evaluate potential trustee
candidates.
Additional information concerning the trustee nomination and
selection process is provided below in “Identifying and
Evaluating Nominees for Trustee.”
Board Tenure and Demographic Data.
As of the Annual
Meeting:
•
Tenure:
Average tenure of our trustee nominees is 7 years,
with 9% serving 0-4 years, 73% serving 5-9 years, and 18%
serving 9 or more years.
•
Age:
Average age of our trustee nominees is 65 years, with
18% under the age of 60, 55% between ages 60-69, and
27% aged 70 or older.
•
Gender/racial diversity:
27% of the Board is female and
9% is racially diverse.
Trustee Independence.
The Board evaluates the independence
of each trustee annually based on information supplied by
trustees and the company and on the recommendations of the
Nominating and Corporate Governance Committee. The
company’s Corporate Governance Guidelines require that a
majority of the trustees be independent in accordance with the
requirements of the rules of the New York Stock Exchange
(“NYSE”). Our Board is approximately 77% independent and,
assuming our trustee nominees are elected, approximately 82%
of our trustees will be independent. To promote open discussion
among non-management trustees, our non-management and
independent trustees devote a portion of each regularly
scheduled Board meeting to executive sessions without
members of management present. If the group of non-
management trustees includes trustees who are not
independent, at least one executive session convened per year
includes only independent trustees.
No trustee qualifies as independent unless the Board
affirmatively determines that the trustee has no material
relationship with the company and its management, based on all
relevant facts and circumstances, in accordance with NYSE
rules. Material relationships may include commercial, industrial,
consulting, legal, accounting, charitable, family, and other
business, professional, and personal relationships.
Following its annual review of each trustee’s independence in
February 2025, the Nominating and Corporate Governance
Committee recommended to the Board and the Board
determined that (1) each member of the Board, other than Bryan
Smith and Jack
Corrigan
, and (2) each member of the Audit
Committee, the Human Capital and Compensation Committee,
and the Nominating and Corporate Governance Committee is
independent pursuant to the rules of the NYSE.
In addition, the Board has determined that:
•
Each member of the Audit Committee meets the additional
independence requirements set forth in Section 10A(m)(3)
of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and the rules of the Securities and
Exchange Commission (“SEC”) thereunder; and
•
Each member of the Human Capital and Compensation
Committee meets the NYSE’s heightened independence
requirements for compensation committee members.
Trustee Retirement Policy.
To encourage refreshment of the
Board, the Board has adopted a mandatory retirement policy for
trustees. The policy provides in relevant part that no trustee will
be nominated for election to the Board unless he or she will be
75 or younger on the first day of such Board term. Pursuant to
this policy, Mr. Kropp will retire from the Board as of the 2025
Annual Meeting.
16
| AMH
Board Orientation and Education.
Each new non-
management trustee participates in an orientation program and
receives materials and briefings concerning our business,
strategy, industry, management, and corporate governance
policies and practices. We provide continuing education for all
trustees through Board materials and presentations, including
presentations by third-party experts, discussions with
management, and the opportunity to attend external Board
education programs. For example, recent Board and committee
presentations by third-party experts have covered cybersecurity
matters. In addition, all Board members have the opportunity to
become a member of the National Association of Corporate
Directors and to access the many educational resources of that
organization.
Shareholder Recommendations.
The policy of the Nominating
and Corporate Governance Committee to consider properly
submitted shareholder recommendations for candidates for
membership on the Board is described below under “Identifying
and Evaluating Nominees for Trustee.” Under this policy,
shareholder recommendations may only be submitted by a
shareholder entitled to submit shareholder proposals under the
SEC rules. Any shareholder recommendations proposed for
consideration by the Nominating and Corporate Governance
Committee should include the nominee’s name and
qualifications for Board membership, including the information
required under Regulation 14A under the Exchange Act and our
bylaws, and should be addressed to the Secretary at our
principal executive offices at AMH, 280 Pilot Road, Las Vegas,
Nevada 89119. Recommendations for consideration at the 2025
Annual Meeting of Shareholders should be submitted within the
time frame described in this proxy statement under “Deadlines
for receipt of shareholder proposals.”
Trustee Qualifications.
Members of the Board must have the
highest personal and professional integrity, have demonstrated
exceptional ability and judgment and be highly effective, in
conjunction with the other nominees to the Board, in serving the
long-term interests of the company and its shareholders. In
general, the Board seeks to add trustees who meet the
independence requirements of the NYSE rules. In addition,
trustee candidates must submit a completed trustee
questionnaire concerning matters related to independence
determination, qualification as an “audit committee financial
expert” and other proxy disclosure matters and must
satisfactorily complete a background investigation by a third-
party firm.
The
Board
has delegated to the Nominating and Corporate
Governance Committee responsibility for recommending to the
Board new trustees for election and assessing the skills and
characteristics required of Board members in the context of the
current make-up of the Board. This assessment includes
trustees’ qualifications as independent, and may include
consideration of the following, all in the context of an
assessment of the perceived needs of the Board at that time:
•
experience, background, skills, and diversity;
•
personal qualities and characteristics, accomplishments,
and reputation in the business community;
•
knowledge and contacts in the communities in which the
company conducts business and in the company’s industry
or other industries relevant to the company’s business;
•
ability and willingness to devote sufficient time to serve on
the Board and committees of the Board;
•
knowledge and expertise in various areas deemed
appropriate by the Board; and
•
how the individual’s skills, experience, and personality fit
with those of other trustees in maintaining an effective,
collegial and responsive Board.
The Nominating and Corporate Governance Committee and the
Board have broad discretion to select trustee candidates who
they believe will best serve the Board, the company and its
shareholders. When recommending trustee nominees, the
Nominating and Corporate Governance Committee considers
each nominee’s attendance record at our Board and committee
meetings, track record of engagement and contributions to our
Board. The Nominating and Corporate Governance Committee
also considers each nominee's other commitments and
responsibilities, including employment and service on other
public company boards, with a view to confirming that such other
commitments and responsibilities will not adversely impact the
ability of the nominees to satisfy the significant commitments
required of our trustees. Refer to "How We Govern and are
Governed—Trustee Time Commitments" below for a discussion
of our policy regarding trustee service on other public company
boards. The Nominating and Corporate Governance Committee
also considers shareholder input regarding their views on trustee
engagement.
Identifying and Evaluating Nominees for Trustee.
The
Nominating and Corporate Governance Committee periodically
assesses the appropriate size of the Board and whether any
vacancies on the Board are expected due to retirement or
otherwise. In the event that vacancies are anticipated, or
otherwise arise, the Nominating and Corporate Governance
Committee will consider various potential candidates for trustee.
Candidates may come to the attention of the Nominating and
Corporate Governance Committee through current Board
members, professional search firms, shareholders or other
persons. These candidates will be evaluated at meetings of the
Nominating and Corporate Governance Committee and may be
considered at any point during the year.
The
Nominating and Corporate Governance Committee will
consider properly submitted shareholder nominations of
candidates for the Board in the same manner as other
candidates. Following verification of the shareholder status of
persons proposing candidates, recommendations will be
aggregated and considered by the Nominating and Corporate
Governance Committee prior to the issuance of the proxy
statement for the annual meeting. If any materials are provided
by a shareholder in connection with the recommendation of a
trustee candidate, such materials are forwarded to the
Nominating and Corporate Governance Committee. The
Nominating and Corporate Governance Committee may also
review materials provided by professional search firms or other
parties in connection with a nominee who is not proposed by a
shareholder. In evaluating such nominations, the Nominating
and Corporate Governance Committee seeks to achieve a
balance of knowledge, experience and capability on the Board.
2025 Proxy Statement |
17
The Board and the Nominating and Corporate Governance
Committee will continue to consider additional qualified Board
candidates to best support the success of the company’s long-
term strategy.
How We
Are
Organized
Our Board is led by the Chairperson, Matthew Hart, an
independent trustee.
Currently, the Board believes that having a separate Chairperson
and Chief Executive Officer serves the interests of the company
and its shareholders well. Our Board believes that this structure
encourages open dialogue and competing views, which
promotes strong checks and balances. Mr. Hart’s prior
experience as a former president, chief operating officer and
chief financial officer of several large public companies and his
extensive public company board service are particularly valuable
for his role as Chairperson. This structure also allows the Chief
Executive Officer to focus more specifically on overseeing the
company’s day-to-day operations and long-term strategic
planning. If in the future the Board, after considering facts and
circumstances at that time, appoints the Chief Executive Officer
as Chairperson of the Board, we will promptly publicly disclose
the appointment.
Our Board has three standing committees: the Audit Committee,
the Human Capital and Compensation Committee, and the
Nominating and Corporate Governance Committee. Each of
these committees consists of at least three members, each of
whom meets the applicable independence standards of the
NYSE. Matters put to a vote by any one of our three
independent committees of our Board must be approved by a
majority of the trustees on the committee who are present at a
meeting, in person or as otherwise permitted by our bylaws, at
which there is a quorum or by the unanimous written consent of
the trustees serving on the committee. Additionally, our Board
may from time to time establish other committees to facilitate the
Board’s oversight of management of the business and affairs of
the company.
Each of the standing committees operates pursuant to a written
charter which is reviewed and reassessed annually and that can
be viewed on our website at
www.amh.com
under “Investor
Relations.” A copy of each may be obtained by sending a written
request to the company’s Investor Relations Department at
AMH, 280 Pilot Road, Las Vegas, Nevada 89119, or submitting
an information request under “Investor Relations” on the
company’s website.
18
| AMH
Our three standing committees are described below, and the committee members and number of meetings held in 2024 are as follows:
|
Trustee
|
Audit
Committee
|
Human Capital
and Compensation
Committee
|
Nominating and
Corporate
Governance Committee
|
|
Douglas Benham
|
Chair
|
Member
|
|
|
Michelle Kerrick
|
Chair
|
||
|
James Kropp
|
Member
|
Member
|
|
|
Lynn Swann
|
Member
|
Member
|
|
|
Winifred Webb
|
Member
|
Member
|
|
|
Jay Willoughby
|
Member
|
Member
|
|
|
Matthew Zaist
|
Member
|
Chair
|
|
|
Number of meetings in 2024:
|
4
|
5
|
4
|
Audit Committee.
Our Board has affirmatively determined that
each of the Audit Committee members meets the definition of
“independent trustee” for purposes of the NYSE rules and the
independence requirements of Rule 10A-3 of the Exchange Act.
Our Board has also determined that each member of our Audit
Committee is financially literate and that two members, our Audit
Committee Chair Michelle Kerrick and James Kropp, qualify as
an “audit committee financial expert” under SEC rules and
regulations. The Audit Committee’s principal functions consist of
overseeing:
•
the integrity of our consolidated financial statements and
financial reporting process;
•
our systems of disclosure controls and procedures and
internal control over financial reporting;
•
our compliance with financial, legal, and regulatory
requirements;
•
the engagement and the evaluation of the qualifications,
independence, and performance of our independent
registered public accounting firm;
•
review of all related party transactions in accordance with
our Related Party Transaction Policy;
•
the performance of our internal audit functions; and
•
our overall risk exposure and management, including with
respect to the company’s risk assessment, risk
management, and risk mitigation policies and programs.
Human Capital and Compensation Committee.
The Human
Capital and Compensation Committee’s principal functions
consist of supporting the Board in fulfilling its oversight
responsibilities relating to the following:
•
reviewing and approving on an annual basis the corporate
goals and objectives relevant to our Chief Executive
Officer’s compensation, evaluating our Chief Executive
Officer’s performance in light of such goals and objectives,
and determining and approving the remuneration of our
Chief Executive Officer based on such evaluation;
•
reviewing and approving the compensation of our other
executive officers;
•
reviewing our executive compensation policies and plans,
including the company’s clawback policies;
•
implementing and administering our incentive and equity-
based compensation plans;
•
reviewing and discussing with management the
Compensation Discussion and Analysis (“CD&A”) to be
included in the proxy statement and recommending to the
Board the inclusion of the CD&A in the company’s Annual
Report on Form 10-K and annual proxy statement;
•
producing a report on executive compensation to be
included in our annual proxy statement;
•
together with management, reviewing management’s
annual assessment of potential risks related to
compensation policies and practices applicable to all
employees;
•
overseeing the advisory shareholder votes on the
company’s executive compensation programs and policies
and the frequency of such votes;
•
reviewing, evaluating, and recommending changes, if
appropriate, to the remuneration for trustees;
•
reviewing and reporting to the Board on the company’s
programs and practices for talent development and
maintaining the continuity of capable management,
including but not limited to succession planning for the
Chief Executive Officer and other senior executives; and
•
overseeing the company’s human capital programs and
policies, including with respect to pay fairness and
employee health, safety and well-being, employee retention
and development, and employee inclusion.
2025 Proxy Statement |
19
The Human Capital and Compensation Committee may delegate
its authority to its members as it deems appropriate. However,
any delegate shall report any actions taken by such delegate to
the full Human Capital and Compensation Committee at its next
regularly scheduled meeting.
During 2024, the Human Capital and Compensation Committee
made all compensation decisions for our executive officers,
including the named executive officers (“NEOs”), as set forth in
the Summary Compensation Table below. For 2024, the Human
Capital and Compensation Committee retained Semler Brossy
Consulting Group (“Semler Brossy”) to serve as its independent,
third-party compensation consultant. The Human Capital and
Compensation Committee considered Semler Brossy’s advice
on a range of compensation matters, including its assessment of
labor market conditions and its consideration of enhancements
to the 2025 compensation program, in each case as discussed
in more detail in “Executive Compensation” below.
Empowering a broad range of talent is a key priority for the
company, and the Board and the Human Capital and
Compensation Committee are actively engaged in overseeing
the company’s people and culture. We recognize employee
engagement as a critical factor to our success, and we are
committed to creating and maintaining a great place to work with
an inclusive culture, competitive benefits, and opportunities for
training and growth. The Human Capital and Compensation
Committee periodically reviews and reports to the Board on the
company’s programs for attracting, developing, and retaining key
employees, including management development programs,
technology and skills training programs, employee health and
well-being programs, and employee inclusion initiatives.
Compensation Committee Interlocks and Insider
Participation.
None of our current Human Capital and
Compensation Committee members is or was an officer or
employee, or former officer or employee, of the company. None
of our executive officers serve as a member of a board of
directors, board of trustees or compensation committee, or other
committee serving an equivalent function, of any other entity that
has one or more of its executive officers serving as a member of
our Board or our Human Capital and Compensation Committee.
Oversight of Compensation Risks.
In February 2025, the
Human Capital and Compensation Committee considered a
report from management concerning its review of potential risks
related to employee compensation policies and practices. During
its review, the Human Capital and Compensation Committee
discussed the report with senior management and discussed
management’s conclusion that the company’s compensation
policies and practices are not reasonably likely to have a
material adverse effect on the company.
To prepare the report for the Human Capital and Compensation
Committee’s consideration, members of our senior management
team, including our Chief Executive Officer, Chief Administrative
Officer and Chief Legal Officer and the Senior Vice President of
Human Resources, reviewed each of the company’s
compensation programs, focusing on employee incentive
compensation plans. At the completion of the review,
management and the Human Capital and Compensation
Committee concluded that there is little motivation or opportunity
for employees to take undue risks to earn incentive
compensation awards, and that the incentive compensation
plans properly incentivize employees to achieve long-term goals
and do not create undue risks for the company.
Nominating
and Corporate Governance Committee.
The Nominating and Corporate Governance Committee’s
principal functions consist of:
•
identifying, evaluating, and recommending to the Board the
trustee nominees for each annual shareholder meeting or
to fill any vacancy on the Board;
•
identifying individuals qualified to become members of the
Board and ensuring that the Board has the requisite
expertise;
•
overseeing the company's policies and procedures with
respect to the consideration of trustee candidates
recommended or nominated by shareholders;
•
developing and recommending to the Board for its approval
qualifications for trustee candidates and periodically
reviewing these qualifications with the Board;
•
reviewing the committee structure of the Board and
recommending trustees to serve as members or chairs of
each committee of the Board;
•
overseeing Board succession planning;
•
developing and recommending to the Board a set of
corporate governance guidelines for the Board and
periodically reviewing such guidelines and recommending
changes to the Board for approval as necessary;
•
considering and advising the Board on any other
governance issues that may arise from time to time;
•
overseeing the annual self-evaluations of the Board and
management;
•
overseeing our Board’s compliance with our Code of
Business Conduct and Ethics;
•
overseeing management’s efforts and activities with respect
to our overall sustainability program; and
•
overseeing the company’s political activities and
contributions, charitable contributions, and other public
policy matters.
20
| AMH
How We Govern and Are Governed
Governance Highlights.
We have structured our corporate
governance in a manner we believe closely aligns our interests
with those of our shareholders. Notable features of our corporate
governance include:
•
Annual election of all trustees
•
Majority voting for trustees in uncontested elections
•
Independent Chairperson
•
Regular executive sessions of non-management trustees
•
Trustee retirement policy
•
Shareholder voting power aligns with economic interest
•
Anti-pledging, anti-hedging and anti-short sale policies
•
Compensation clawback policy
•
Double-trigger vesting for time-based equity awards
•
Robust share ownership guidelines
Governance Documents.
The framework of our corporate
governance is set forth in our charter and bylaws and in the
following documents:
•
Corporate Governance Guidelines that outline the Board’s
overall governance practices
•
Charters of the Audit, Human Capital and Compensation,
and Nominating and Corporate Governance Committees
•
The Code of Business Conduct and Ethics applicable to
trustees, officers and all employees
•
Code of Ethics for Senior Financial Officers
•
Related Party Transaction Policy
•
Share Ownership Policy
•
Public Policy and Political Engagement Policy
•
Policy on Inside Information and Insider Trading
The Corporate Governance Guidelines and the Code of
Business Conduct and Ethics are reviewed at least annually by
the Nominating and Corporate Governance Committee, which
considers whether to recommend any changes to the Board.
Each Board committee reviews its charter at least annually. The
company’s Code of Business Conduct and Ethics, the Corporate
Governance Guidelines and the Board committee charters are
available on the company’s website,
www.amh.com
, under
“Investor Relations.” A copy of each may be obtained by sending
a written request to the company’s Investor Relations
Department at AMH, 280 Pilot Road, Las Vegas, Nevada 89119,
or submitting an information request under “Investor Relations”
on the company’s website. Our Policy on Inside Information and
Insider Trading is filed as an exhibit to our Annual Report on
Form 10-K for the year ended December 31, 2024. Any
amendments or waivers to the Code of Business Conduct and
Ethics for trustees or executive officers may be made only by the
Nominating and Corporate Governance Committee of our Board
and will be disclosed on the company’s website or other
appropriate means in accordance with applicable SEC and
NYSE requirements.
Board Leadership.
The Chairperson presides at meetings of all
non-management trustees in executive session without the
presence of management. These meetings are held on a regular
basis, generally before or after each regularly scheduled Board
meeting and at the request of any non-management trustee. In
addition, the independent trustees meet separately at least once
annually. These sessions are designed to encourage open
Board discussion of any matter of interest without our Chief
Executive Officer or any other members of management present.
The Chairperson: (1) reviews the agendas for each Board
meeting and strategic planning session and may bring items
pertinent to the advisory and monitoring functions of the Board to
the full Board for review and/or decision; (2) in conjunction with
the Nominating and Corporate Governance Committee, assists
in the recruitment and selection of new trustees; (3) evaluates,
along with the members of the Human Capital and
Compensation Committee, the performance of the Chief
Executive Officer; (4) consults with the Chief Executive Officer
as to hiring other executive officers, as well as strategic planning
and succession planning for the Chief Executive Officer; (5) is
regularly apprised of material shareholder inquiries and is
involved in responding to these inquiries as appropriate; (6) may,
along with other Board members, engage in communications
with shareholders and other stakeholders, including at our
annual meetings; (7) regularly engages with the Chief Executive
Officer, chairs of Board committees, and other members of the
Board regarding issues related to Board structure; and (8) when
necessary or appropriate, communicates with other non-
management and independent trustees and calls meetings of
the non-management and independent trustees.
Board and Committee Meetings and Attendance.
The Board
meets at regularly scheduled intervals and may hold additional
special meetings as necessary or desirable in furtherance of its
oversight responsibilities. As described above, the non-
management trustees generally meet in executive session
without the presence of management as part of each regularly
scheduled Board meeting. The sessions are intended to
encourage open discussion of any matter of interest without the
Chief Executive Officer or any member of management present.
During 2024, the Board held five meetings and the Board
committees held thirteen meetings. During 2024 all trustees
atten
ded 75% or more of the meetings held by the Board and
committees of the Board on which each trustee served. Eleven
trustees attended the virtual 2024 Annual Meeting of
Shareholders. Trustees are encouraged, but not required, to
attend the Annual Meeting
.
Trustee Time
Commitments
.
Although the company
recognizes that there may be a benefit to the company as a
result of trustees broadening their experience by serving on
corporate boards, it is important that each trustee have the
requisite time to devote to the oversight of the company’s
business. For that reason, our Corporate Governance
Guidelines include restrictions on our trustees serving on other
public company boards. Unless otherwise approved by the
Board, a trustee who also serves as an executive officer of the
company may not serve on more than one public company
board in addition to the company’s Board. A trustee who also
serves as an executive officer of another public company may
not serve on another public company board other than the board
of the company for which they serve as an executive officer.
Trustees that are not executive officers of the company or
another public company may not serve on more than three
boards of other public companies in addition to the Board. In
recognition of the enhanced time commitments associated with
membership on a public company’s audit committee, no member
2025 Proxy Statement |
21
of the Audit Committee may serve simultaneously on audit
committees of more than two other public companies.
On an annual basis, when determining the recommended slate
of trustee nominees for the Annual Meeting, the Nominating and
Corporate Governance Committee considers each nominee's
other commitments and responsibilities, including employment
and service on other public company boards, with a view to
confirming that such other commitments and responsibilities will
not adversely impact the ability of the nominees to satisfy the
significant commitments required of our trustees.
In addition, when a trustee's principal occupation or business
association changes, our Corporate Governance Guidelines
require that such trustee promptly informs the Board of such
change, and that the Nominating and Corporate Governance
Committee will consider such information. If it determines that
the change in the trustee's responsibilities or associations are
likely to impair the trustee's ability to effectively serve on the
Board, the Nominating and Corporate Governance Committee or
the Board may ask the trustee to tender his or her resignation.
Board Responsibilities and Oversight of Risk Management.
The Board oversees the company’s risk management and has
delegated to the Audit Committee the responsibility to assist the
Board with oversight of the company’s overall risk profile,
including the company’s risk assessment, risk management and
risk mitigation policies and programs. The Audit Committee
regularly receives presentations (generally quarterly) from
management on areas of risk facing our business and the Audit
Committee, in turn, regularly reports to the Board on these
matters. Members of our legal and finance teams that have
primary responsibility for our public disclosures, including risk
disclosures, attend these meetings. The Audit Committee and
Board consider short-term, medium-term and long-term risks in
exercising their oversight responsibilities and consider the
immediacy of the risk in assessing mitigation strategies. The
Audit Committee and Board consult with outside advisors and
experts on risk matters when necessary.
In addition, the Board is further assisted in its risk oversight
responsibilities by the standing Board committees, which have
assigned areas of oversight responsibility for various matters as
described in the Board committee charters and as provided in
the NYSE rules. These oversight responsibilities are
summarized below.
Board
•
Overall oversight of the risk management process
•
Development of business strategy and major resource
allocation
•
Leadership of management succession planning
•
Business conduct and compliance oversight
•
Receipt of regular reports from Board committees on
specific risk oversight
responsibilities
22
| AMH
Board Committees
|
Audit Committee Oversight of Risk
|
Human Capital and Compensation
Committee Oversight of Risk
|
Nominating and Corporate Governance
Committee
Oversight of Risk
|
|
•
Oversight of enterprise risk
management activities, including the
company’s risk assessment, risk
management, and risk mitigation
policies and programs
•
Oversight of accounting and financial
reporting
•
Oversight of integrity of financial
statements
•
Oversight of compliance with legal
and regulatory requirements
applicable to accounting and financial
reporting processes
•
Oversight of the company’s policies
and procedures with respect to
cybersecurity risk management
•
Oversight of the performance of the
internal audit function
•
Oversight of the effectiveness of
internal controls
•
Oversight of registered public
accounting firm’s qualifications,
performance, and independence
•
Oversight of non-GAAP measures
•
Oversight of quantitative
environmental and social measures in
SEC periodic reports
•
Review of proposed swaps and equity
and debt hedging transactions
|
•
Oversight of compensation related
risks and overall philosophy
•
Oversight of regulatory compliance
with respect to compensation matters
•
Oversight of the company’s human
capital programs and policies,
including with respect to pay fairness
and employee well-being, employee
retention and development, and
employee inclusion
|
•
Oversight of overall corporate
governance leadership
•
Provides recommendations regarding
Board and committee composition
•
Oversight of Board succession
planning
•
Oversight of our overall sustainability
program, including regulatory
compliance, environmental
sustainability, and corporate
governance initiatives
•
Oversight of our political activities and
contributions, charitable contributions,
and other public policy matters
•
Oversight of the evaluation of the
Board and management
|
Management
•
Identify material risks
•
Implement appropriate risk management strategies
•
Integrate risk management into our decision-making process
•
Ensure that information with respect to material risks is transmitted to senior executives and the Board
2025 Proxy Statement |
23
Risk Areas
|
Strategic
|
Operational
|
Financial
|
Legal, Regulatory and Compliance
|
||||
|
•
Reputation
•
Market Dynamics
•
Acquisitions and
Dispositions
•
Development
•
Climate Change
|
•
Sales and Marketing
•
Service and Delivery
•
Information Systems and
Cybersecurity
•
Infrastructure and Assets
•
Hazards and Weather
•
People
|
•
Financial Reporting and
Internal Controls
•
Capital Structure
•
Market
•
Liquidity and Credit
•
Tax
•
Insurance
|
•
Compliance with Laws
•
Litigation
•
Environmental Management
System
•
Social including human rights
•
Corporate Governance policies and
practices
|
||||
Management Succession Planning
The Board considers management succession planning as one
of its most important responsibilities. The Board periodically
evaluates succession planning for the Chief Executive Officer
role and other senior executive roles so as to facilitate smooth
transitions of leadership. The Board is assisted in these efforts
by the Chairperson, the Chief Executive Officer, and the Human
Capital and Compensation Committee. In accordance with its
charter, the Human Capital and Compensation Committee
reviews and reports to the Board on the company's programs
and practices for talent development and maintaining the
continuity of capable management. In recent years, the Human
Capital and Compensation Committee has set management
succession planning as an individual goal on which our NEO's
performance-based cash incentive awards have been partially
based.
The recently completed Chief Executive Officer succession
illustrates the Board's focus on management succession
planning. Pursuant to the Board's plan, in February 2024, the
company announced that Mr. Singelyn would retire as Chief
Executive Officer on December 31, 2024 with Mr. Smith
succeeding him as Chief Executive Officer on January 1, 2025,
permitting a nine-month period for an orderly transition. To
further ensure a smooth transition, Mr. Singelyn will continue to
serve as an advisor through June 2025.
Cybersecurity Risk
Given the critical nature of data privacy and cybersecurity, we
have developed strong risk management and oversight
procedures. The Audit Committee, which consists solely of
independent trustees, oversees cybersecurity risks, including
through quarterly updates from our Chief Technology Officer and
Vice President of Information Security, who leads our dedicated
cybersecurity team, and other members of our executive
leadership team. The Audit Committee and our Board also
conduct a full review of cybersecurity annually and consider
cybersecurity as part of our business strategy, financial planning
and capital allocation, particularly for IT procurement.
In recent years, we have been focused on ensuring we have
trustees with cybersecurity risk oversight experience as a part of
our Board. Currently four members of our Board have
information security experience, including Ms. Webb, who
earned a CERT Certificate in Cybersecurity Oversight issued by
the National Association of Corporate Directors and Carnegie
Mellon University, and Mr.
Hart, who has information security
expertise from his prior executive experience.
See “Governance
Framework—How We Are Selected, Elected, Evaluated and
Refreshed” above for more information about our trustee
nominees.
Please see our Annual Report on Form 10-K for the year ended
December 31, 2024 for more information on our processes and
procedures for addressing and managing cybersecurity risks.
Public Policy and Political Engagement
Our Nominating and Corporate Governance Committee
oversees the company’s public policy and political engagement
activities, including political contributions. In order to facilitate
informed decision-making and accountability with respect to the
company’s political and charitable contributions, the Nominating
and Corporate Governance Committee has adopted a Public
Policy and Political Engagement Policy that applies to
contributions or expenditures of corporate funds to various
political entities (including political candidates and parties and
political action committees). The policy provides that political
contributions by the company must adhere to all applicable laws
and regulations and be made in a manner consistent with the
company’s core values and to enhance shareholder value,
without regard to the personal political preferences of company
officers or trustees. The policy requires that all such
expenditures be reported to the Nominating and Corporate
Governance Committee. We also maintain a political action
committee (“PAC”) that is registered with the Federal Election
Commission. The PAC makes political contributions on a
bipartisan basis to political parties, political committees and
candidates that support policies and positions important to the
company. The contributions made by the PAC are not funded by
corporate funds but are fully funded by voluntary contributions
made by company leaders.
24
| AMH
How We Are Paid
Our Board has established a compensation program for our non-
management trustees that includes a mix of cash and equity
compensation. The Human Capital and Compensation
Committee, with the input and support of Semler Brossy, the
independent compensation consultant to the Human Capital and
Compensation Committee, annually evaluates the adequacy of
the trustee compensation program.
Retainers.
For 2024, the annual cash compensation for non-
management trustees was unchanged from 2023 and consisted
of the following components:
•
an annual cash retainer of $80,000;
•
an additional annual cash retainer of $50,000 for the
Chairperson;
•
an additional annual cash retainer of $30,000 to the chair of
the Audit Committee;
•
an additional annual cash retainer of $20,000 to the chairs
of the Human Capital and Compensation Committee and
Nominating and Corporate Governance Committee;
•
an additional annual cash retainer of $11,500 to the other
members of the Audit Committee; and
•
an additional annual cash retainer of $7,000 to the other
members of the Human Capital and Compensation
Committee and Nominating and Corporate Governance
Committee
.
The
company also reimburses non-management trustees for
reasonable out-of-pocket expenses incurred in the performance
of their duties as trustees, including without limitation, travel
expenses in connection with their attendance in-person at Board
and committee meetings. Trustees who are employees do not
receive any compensation for their services as trustees.
Equity Awards.
On the date of the 2024 Annual Meeting, each
non-management trustee received an award of restricted share
units (“RSUs”) with a value of $150,000 as determined by the
closing price on the NYSE of the company’s Class A common
shares on the date of grant. Awards for new non-management
trustees and the annual grants to non-management trustees vest
in full one year from the date of grant.
Trustee Compensation Table.
The following table presents
information relating to the total compensation of our non-
employee trustees for the fiscal year ended December 31, 2024.
Mr. Singelyn did not receive any compensation for his service as
trustee in 2024. Mr. Singelyn’s compensation as our former Chief
Executive Officer is described in the “Executive Compensation”
section
below
.
|
Name
|
Paid in Cash
|
Stock Awards
(1)(2)
|
Total
|
|||
|
Matthew Hart
|
$130,000
|
$150,000
|
$280,000
|
|||
|
Douglas Benham
|
$107,000
|
$150,000
|
$257,000
|
|||
|
Jack Corrigan
|
$80,000
|
$150,000
|
$230,000
|
|||
|
David Goldberg
|
$80,000
|
$150,000
|
$230,000
|
|||
|
Tamara Gustavson
|
$80,000
|
$150,000
|
$230,000
|
|||
|
Michelle Kerrick
|
$110,000
|
$150,000
|
$260,000
|
|||
|
James Kropp
|
$98,500
|
$150,000
|
$248,500
|
|||
|
Lynn Swann
|
$98,500
|
$150,000
|
$248,500
|
|||
|
Winifred Webb
|
$94,000
|
$150,000
|
$244,000
|
|||
|
Jay Willoughby
|
$98,500
|
$150,000
|
$248,500
|
|||
|
Matthew Zaist
|
$107,000
|
$150,000
|
$257,000
|
(1)
RSU awards valued at the closing share price on the NYSE of $36.07 per share for Class A common shares on May 10, 2024, which was the date of
grant for all trustees. The value of the stock awards is computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) Topic 718.
(2)
As of December 31, 2024, each non-management trustee had the following number of fully vested and exercisable options outstanding: Messrs.
Hart, Benham and Kropp and Ms. Gustavson each held a total of 30,000; and Ms. Webb and Mr. Willoughby each held a total of 10,000. In addition,
as of December 31, 2024, each non-management trustee held a total of 4,159 restricted share units which vest in full on May 10, 2025.
2025 Proxy Statement |
25
Share Ownership Policy.
Our share ownership policy approved
by the Board applies to each of our executive officers and
trustees and is intended to align their interests with the interests
of the company’s shareholders. Each non-management trustee
covered by the policy is expected to own Class A common
shares and equivalents (including Class A partnership units that
are convertible into Class A common shares and RSUs that are
only subject to time vesting) of the company with an aggregate
market value of five times the previous year annual cash retainer
(excluding any Board committee fees). Additionally, each non-
management trustee covered by the policy is expected to
establish an initial beneficial ownership position of Class A
common shares and equivalents within one year of his or her
appointment to the Board and to be in full compliance within five
years of becoming subject to the policy. Securities that have
been pledged, unvested performance-based RSUs and shares
underlying vested or unvested options are not counted for
purposes of the policy. For information regarding requirements
for executive officers, see “Executive Officer Share Ownership
and Other Compensation Policies—Executive Officer Share
Ownership Policy” below.
All of our trustees are in compliance with the policy. If a non-
management trustee is ever not in compliance with the policy
(other than solely as a result of decreases in Class A common
share market price), the non-management trustee must retain
100% of the Class A common shares and equivalents
beneficially owned and subsequently awarded by the company
(other than sales to cover withholding taxes owed in connection
with equity awards or option exercise costs) until the non-
management trustee is in compliance with the policy.
The Human Capital and Compensation Committee has the
authority to administer and interpret, to monitor compliance with
and to make all determinations regarding the share ownership
policy.
How You Can Communicate With Us
We value and actively solicit feedback from our shareholders. During fiscal year 2024, management met with approximately 200
institutional investors at virtual conferences, non-deal roadshows, and industry calls.
We encourage all shareholders to contact our investor relations team with any questions or comments by:
•
Email:
investors@amh.com
•
Website:
Visit
www.amh.com
under "Investor Relations"
•
Mail:
Write to AMH, Attn: Investor Relations, 280 Pilot Road, Las Vegas, NV 89119
•
Telephone:
Call 855-794-2447
The Board also welcomes feedback from shareholders and other interested parties. We receive a large volume of correspondence
regarding a wide range of subjects each day, including correspondence relating to ordinary business operations. As a result, our
individual trustees are often not able to respond to all communications directly. Therefore, the Board has established a process for
managing communications to the Board and individual trustees. Any shareholder communication to the Board should be addressed to:
Board of Trustees, c/o Corporate Secretary, AMH, 280 Pilot Road, Las Vegas, Nevada 89119. Communications that are intended for a
specified individual trustee or group of trustees should be addressed to the trustee(s) c/o Corporate Secretary at the above address,
and all such communications received will be forwarded to the designated trustee(s).
26
| AMH
2025 Proxy Statement |
27
Board
Recommendation
The
Board unanimously
recommends that you
vote "
FOR
" the ratification of
the appointment of
Ernst & Young LLP as
the company's independent
registered public accounting
firm for fiscal year 2025.
28
| AMH
The Audit Committee is responsible for appointing the
company’s independent registered public accounting firm. Ernst
& Young LLP (“EY”) was first appointed as the company’s
independent registered public accounting firm in August 2016. In
February 2025, the Audit Committee re-appointed EY to serve as
the company’s independent registered public accounting firm for
the fiscal year ending December 31, 2025. The Board believes
that the selection of EY is in the best interest of the company
and its shareholders and recommends that shareholders ratify
the Audit Committee’s appointment of EY as the independent
registered public accounting firm.
Although we are not required to seek ratification of the
appointment of EY, the Board believes that doing so is a matter
of good corporate governance. Even if the appointment of EY is
ratified by the shareholders, the Audit Committee, in its
discretion, may change the appointment at any time during the
year if it determines that a change would be in the best interest
of the company and its shareholders. If shareholders do not
ratify the appointment of EY, the Audit Committee will reconsider
its selection but may determine to confirm the appointment.
Representatives from EY will be in attendance at the Annual
Meeting and will have the opportunity to make a statement if
they desire to do so and will be available to respond to
appropriate questions.
Audit and Non-Audit Fees
The following table shows the fees
billed
to the company by EY for audit and other services provided for fiscal years 2024 and 2023:
|
2024
|
2023
|
|
|
Audit fees
(1)
|
$
1,873,750
|
$
1,765,774
|
|
Audit-related fees
(2)
|
35,000
|
–
|
|
Tax fees
|
–
|
–
|
|
All other fees
|
–
|
–
|
|
Total
|
$
1,908,750
|
$
1,765,774
|
(1)
Audit fees represent fees for professional services provided in connection with the integrated audit of the company’s annual financial statements and
internal control over financial reporting, reviews of the interim financial statements included in the company’s quarterly reports on Form 10-Q,
professional services related to the company’s registration statements, securities offerings and related SEC correspondence, and audits of certain of
the company’s subsidiaries and unconsolidated joint ventures.
(2)
Audit-related fees include fees for attestation reports on sustainability
metrics
.
Auditor Independence:
The Audit Committee has determined
that the provision of the services described above is compatible
with maintaining the independence of the company’s
independent registered public accounting firm.
Policy to Approve Services of Independent Registered
Public Accounting Firm:
The Audit Committee has adopted an
Audit and Non-Audit Services Pre-Approval Policy relating to
services performed by the company’s independent registered
public accounting firm. Pursuant to the Audit and Non-Audit
Services Pre-Approval Policy, all audit and permissible non-audit
services must be separately pre-approved by the Audit
Committee. The Audit Committee has delegated authority to its
Chairperson to specifically pre-approve engagements for the
performance of audit and permissible non-audit services, for
which the estimated cost for all such services shall not exceed
$200,000 prior to reporting such pre-approved engagements to
the Audit Committee.
The Chairperson must report all pre-approval decisions to the
Audit Committee at its next scheduled meeting for review and
provide a description of the terms of the engagement, including:
•
the type of services covered by the engagement;
•
the dates the engagement is scheduled to commence and
terminate;
•
the estimated fees payable by us pursuant to the
engagement;
•
other material terms of the engagement; and
•
such other information as the Audit Committee may
request.
Under this policy, the Audit Committee pre-approved all services
performed by EY during 2024, including those listed in the table
above.
2025 Proxy Statement |
29
Audit Committee
Report
The Audit Committee operates pursuant to a charter that is
reviewed annually by the Audit Committee. A brief description of
the primary responsibilities of the Audit Committee is included in
this proxy statement under the caption “Governance Framework
—How We Are Organized—Audit Committee.” In addition to the
accounting and financial reporting matters addressed below, the
Audit Committee’s responsibilities include oversight of the
company’s risk management program.
The Audit Committee’s responsibilities include appointing the
company’s independent registered public accounting firm, pre-
approving audit and non-audit services provided by the firm and
assisting the Board in providing oversight to the company’s
financial reporting process. In fulfilling its oversight
responsibilities, the Audit Committee meets with the company’s
independent registered public accounting firm, internal auditors
and management to review accounting, auditing, internal
controls and financial reporting matters.
Management is responsible for the company’s financial
statements, including the estimates and judgments on which
they are based, for maintaining effective internal controls over
financial reporting and for assessing the effectiveness of internal
controls over financial reporting. The independent registered
public accounting firm is responsible for performing an
independent audit of the company’s consolidated financial
statements in accordance with the standards of the Public
Company Accounting Oversight Board (United States)
(“PCAOB”) and for issuing a report thereon. It is not the Audit
Committee’s responsibility to plan or conduct audits or to
determine that the company’s financial statements and
disclosures are complete, accurate and in accordance with U.S.
generally accepted accounting principles and applicable laws,
rules and regulations. The Audit Committee’s responsibility is to
monitor and oversee these processes and the Audit Committee
necessarily relies on the work and assurances of the company’s
management and of the company’s independent registered
public accounting firm.
As part of its oversight responsibilities related to the company’s
financial statements included in the company’s Annual Report on
Form 10-K, the Audit Committee met with management and EY,
the company’s independent registered public accounting firm,
and reviewed and discussed with them the audited consolidated
financial statements. Management represented to the Audit
Committee that the company’s consolidated financial statements
were prepared in accordance with U.S. generally accepted
accounting principles. The Audit Committee discussed with EY
the matters required to be discussed by the applicable
requirements of the PCAOB.
The Audit Committee also discussed with EY the overall scope
and plans for the annual audit, the results of their procedures,
including critical audit matters addressed during the audit,
examinations, their evaluation of the company’s internal controls
and the overall quality of the company’s financial reporting.
The company’s independent registered public accounting firm
also provided to the Audit Committee the written disclosures and
the letter required by the applicable rules of the PCAOB, and the
Audit Committee discussed with the independent registered
public accounting firm that firm’s independence. In addition, the
Audit Committee has considered whether the independent
registered public accounting firm’s provision of non-audit
services to the company and its affiliates is compatible with the
firm’s independence.
The Audit Committee met with representatives of management,
internal audit, legal counsel and the company’s independent
registered public accounting firm on a regular basis throughout
the year to discuss the progress of management’s testing and
evaluation of the company’s system of internal control over
financial reporting in response to the applicable requirements of
the Sarbanes-Oxley Act of 2002 and related SEC regulations. At
the conclusion of this process, the Audit Committee received
from management its assessment and report on the
effectiveness of the company’s internal controls over financial
reporting. In addition, the Audit Committee received from EY its
assessment of and opinion on the company’s internal control
over financial reporting as of December 31, 2024. The Audit
Committee reviewed and discussed the results of management’s
assessment and EY’s audit.
In reliance on the reviews and discussions referred to above, the
Audit Committee recommended to the Board, and the Board has
approved, that the audited consolidated financial statements be
included in the company’s Annual Report on Form 10-K for the
year ended December 31, 2024 for filing with the SEC. The Audit
Committee also approved the appointment of EY as the
company’s independent registered public accountants for the
fiscal year ending December 31, 2025 and recommended that
the Board submit this appointment to the company’s
shareholders for ratification at the Annual Meeting.
THE AUDIT COMMITTEE
Michelle Kerrick, Chair
James Kropp
Lynn Swann
Jay Willoughby
30
| AMH
Principal Shareholders
Share Ownership of 5% or Greater Beneficial
Owners
The following table sets forth information regarding the beneficial ownership of our common shares and common shares into which
units in American Homes 4 Rent, L.P., our operating partnership (“OP units”), may be exchangeable by each person known by us to be
the beneficial owner of 5% or more of our common shares and OP units as of December 31, 2024.
|
Name and Address
|
Number of Common
Shares Beneficially
Owned
(1)
|
Number of Common
Shares and OP Units
Beneficially
Owned
(2)
|
Percentage of All
Common Shares
Beneficially
Owned
(1)
|
Percentage of All
Common Shares and
OP Units Beneficially
Owned
(2)
|
|||
|
The Vanguard Group
(3)
100 Vanguard Blvd.
Malvern, PA 19355
|
44,578,702
|
44,578,702
|
12.06%
|
10.59%
|
|||
|
BlackRock, Inc.
(4)
50 Hudson Yards
New York, NY 10001
|
43,954,877
|
43,954,877
|
11.89%
|
10.44%
|
|||
|
Tamara H. Gustavson
(5)
c/o Malibu Management
22917 Pacific Coast Highway,
Suite 300
Malibu, CA 90265
|
21,456,321
|
21,456,321
|
5.80%
|
5.10%
|
|||
|
Norges Bank
(The Central Bank of Norway)
(6)
Bankplassen 2
PO Box 1179 Sentrum
NO 0107 Oslo
Norway
|
23,288,637
|
23,288,637
|
6.30%
|
5.53%
|
|||
|
HF Investments 2010, LLC
(7)
c/o Malibu Management
22917 Pacific Coast Highway,
Suite 300
Malibu, CA 90265
|
6,645,581
|
54,765,472
|
1.80%
|
13.01%
|
(1)
Assumes a total of 368,987,993 Class A and 635,075 Class B common shares are outstanding as of December 31, 2024. All Class B common
shares are held by HF Investments 2010, LLC (“HF LLC”).
(2)
Assumes a total of 369,623,068 common shares and 51,376,980 OP units (which OP units may be redeemed for cash or, at our option, exchanged
for our Class A common shares) are outstanding as of December 31, 2024, excluding OP units held by the company.
(3)
This information is as of December 31, 2023 and is based on the most recent Schedule 13G/A filed on February 13, 2024 by The Vanguard Group
as investment advisor to report that it has shared voting power with respect to 453,424 Class A common shares, sole dispositive power with respect
to 43,859,880 Class A common shares and shared dispositive power with respect to 718,822 Class A common shares.
(4)
This information is as of December 31, 2024 and is based on the most recent Schedule 13G/A filed on February 5, 2025 by BlackRock, Inc. to report
that it has sole voting power with respect to 41,153,356 Class A common shares and sole dispositive power with respect to 43,954,877 Class A
common shares.
(5)
Includes 30,000 shares underlying stock options that have vested as of December 31, 2024. Does not include any shares held by (i) HF LLC which
is comprised of trusts established by B. Wayne Hughes, for certain of his heirs, including the children of Ms. Gustavson or (ii) other trusts formed by
B. Wayne Hughes for which Ms. Gustavson currently serves as trustee. These shares are reported separately in this table.
(6)
This information is as of December 31, 2023 and is based on the most recent Schedule 13G/A filed on February 13, 2024 by Norges Bank to report
that it has sole voting power with respect to 21,967,376 Class A common shares, sole dispositive power with respect to 21,967,376 Class A common
shares and shared dispositive power with respect to 1,321,261 Class A common shares.
(7)
HF LLC is comprised of trusts established by B. Wayne Hughes for certain of his heirs. Anita McIntyre, an officer of Malibu Management, Inc., a
corporation 50% owned by Ms. Gustavson, is the sole manager of HF LLC. As the sole manager of HF LLC, Ms. McIntyre has voting and dispositive
power over the common shares and OP units directly owned by HF LLC and may be deemed to have beneficial ownership over such securities. Ms.
Gustavson disclaims beneficial ownership of all common shares and OP units owned by HF LLC. The HF LLC ownership interests disclaimed by
Ms. Gustavson include:
(i)
6,010,506 Class A common shares;
(ii)
635,075 Class B common shares (for voting purposes, each Class B common share entitles the holder to 50 votes on all matters on which the
holders of Class A common shares are entitled to vote); and
(iii)
48,119,891 Class A units issued by our operating partnership (“Class A units”).
2025
Proxy Statement |
31
Share Ownership of Trustees and
Management
The following table sets forth information, as of
March 3, 2025
, regarding the beneficial ownership of our common shares and common
shares into which OP units may be exchangeable by (1) each of our NEOs, (2) each of our trustees and (3) all of our executive officers
and trustees as a group. Except as otherwise indicated, each trustee and executive officer has sole voting and investment power over
his or her shares.
|
Name
|
Number of Common
Shares Beneficially
Owned
(1)
|
Number of Common
Shares and OP Units
Beneficially
Owned
(2)
|
Percentage of All
Common Shares
Beneficially
Owned
(3)
|
Percentage of All
Common Shares and
OP Units Beneficially
Owned
(3)
|
|||
|
Matthew Hart
(5)
|
74,441
|
74,441
|
*
|
*
|
|||
|
Bryan Smith
(5)
|
155,628
|
155,628
|
*
|
*
|
|||
|
Douglas Benham
(5)
|
52,376
|
64,584
|
*
|
*
|
|||
|
Jack Corrigan
|
196,031
|
896,031
|
*
|
*
|
|||
|
David Goldberg
|
50,877
|
590,943
|
*
|
*
|
|||
|
Tamara Gustavson
(5)(6)
|
21,456,321
|
21,456,321
|
5.80%
|
5.09%
|
|||
|
Michelle Kerrick
|
14,350
|
14,350
|
*
|
*
|
|||
|
James Kropp
(5)
|
77,512
|
77,512
|
*
|
*
|
|||
|
Chris Lau
(5)
|
79,064
|
79,064
|
*
|
*
|
|||
|
David Singelyn
(4)
|
451,725
|
1,701,725
|
*
|
*
|
|||
|
Lynn Swann
|
27,368
|
27,368
|
*
|
*
|
|||
|
Sara Vogt-Lowell
(5)
|
118,990
|
118,990
|
*
|
*
|
|||
|
Winifred Webb
(5)
|
28,054
|
28,054
|
*
|
*
|
|||
|
Jay Willoughby
(5)
|
28,054
|
28,054
|
*
|
*
|
|||
|
Matthew Zaist
|
18,866
|
18,866
|
*
|
*
|
|||
|
All trustees and executive
officers as a group (15
persons)
(4)(5)(6)
|
22,829,657
|
25,331,931
|
6.17%
|
6.01%
|
*
Represents less than 1.0%
(1)
Includes Class A common shares held of record or beneficially by members of the immediate family of executive officers and trustees of the
company.
(2)
OP units may be redeemed for cash or, at our option, exchanged for our Class A common shares.
(3)
Assumes 369,525,121 Class A common shares, 635,075 Class B common shares and 51,376,980 OP units are outstanding as of March 1, 2025,
excluding OP units held by the company.
(4)
Mr. Singelyn has pledged 1,000,000 Class A partnership units and 175,000 Class A common shares to secure a personal loan that was indirectly
used to finance his initial investment in the company. This pledge is grandfathered under the company's insider trading policy, which prohibits any
new pledges.
(5)
Includes the following vested stock options that have vested as of March 1, 2025: 42,500 for Ms. Vogt-Lowell, 30,000 for Messrs. Hart, Smith,
Benham and Kropp and Ms. Gustavson, 10,000 for Ms. Webb and Mr. Willoughby and 2,500 for Mr. Lau.
(6)
Does not include any shares held by HF LLC, which is comprised of trusts established by B. Wayne Hughes for certain of his heirs, including the
children of Ms. Gustavson. Ms. Gustavson disclaims any beneficial ownership of the shares and units held by HF LLC. HF LLC ownership interests
include:
(i)
6,010,506 Class A common shares;
(ii)
635,075 Class B common shares issued (for voting purposes, each Class B common share entitles the holder to 50 votes on all matters on
which the holders of Class A common shares are entitled to vote); and
(iii)
48,119,891 Class A units.
32
| AMH
Executive Officer Share Ownership
and Other Compensation Policies
Executive Officer Share Ownership
Policy
Our share ownership policy approved by the Board is intended
to align the interests of our executive officers and trustees with
the interests of the company’s shareholders. For information
regarding requirements for trustees, see “How We Are Paid—
Share Ownership Policy” above. The policy applies to the
company’s Chief Executive Officer and other Section 16
executive officers. Each person covered by the policy is
expected to own Class A common shares and equivalents
(including Class A partnership units that are convertible into
Class A common shares and unvested RSUs that are only
subject to time vesting) of the company with an aggregate
market value of:
•
Six times the previous year annual base salary for the Chief
Executive Officer; and
•
Three times the previous year annual base salary for the
other executive officers.
Securities that have been pledged, unvested performance-based
RSUs (“PSUs”) and shares underlying vested or unvested
options are not counted for purposes of the policy.
All of our NEOs have met the ownership thresholds described
above and are in compliance with the policy. Each executive
officer covered by the policy is expected to establish an initial
beneficial ownership position of Class A common shares and
equivalents within one year of his or her appointment to the
position that results in the application of the policy and to be in
full compliance within five years of becoming subject to the
policy. Executive officers already subject to the policy that
become subject to increased ownership requirements as a result
of a promotion are expected to be in compliance with the
increased threshold by the fifth anniversary of the promotion.
If an executive officer is not in compliance with the policy (other
than solely as a result of decreases in Class A common share
market price), the executive officer must retain 100% of the
Class A common shares and equivalents beneficially owned and
subsequently awarded by the company (other than sales to
cover withholding taxes owed in connection with such equity
awards or option exercise costs) until the executive officer is in
compliance with the policy.
The Human Capital and Compensation Committee has the
authority to administer and interpret, to monitor compliance with
and to make all determinations regarding the share ownership
policy.
Clawback Policy
The Executive Officer Performance-Based Compensation
Recovery Policy applies to our executive officers, our principal
accounting officer and any other employee who may from time to
time be deemed subject to the policy by the Human Capital and
Compensation Committee. The policy provides for mandatory
clawback in certain situations in compliance with SEC and NYSE
rules. Specifically, in the event the company’s financial results
are restated due to material noncompliance with any financial
reporting requirement, the company is required (except in limited
circumstances) to recover the amount of excess incentive
compensation received by any covered officer.
The clawback period covers the three completed fiscal years
preceding the date the company determines that the company is
required to prepare an accounting restatement. Excess incentive
compensation is any compensation that is granted, earned, or
vested based wholly or in part upon the attainment of a financial
reporting measure that was in excess of the amount that such
covered officer would have received taking into account the
restated financial results. The Human Capital and Compensation
Committee administers the policy which is available on the
Investor Relations section of our website and has been filed as
an exhibit to our Annual Report on Form 10-K for the year ended
December 31, 2024.
Policy on Inside Information and Insider
Trading
The Board has
adopted
the Policy on Inside Information and
Insider Trading that governs the purchase, sale, and/or other
disposition of the company’s securities by trustees, officers, and
employees. The policy is reasonably designed to promote
compliance with insider trading laws, rules, and regulations, and
NYSE listing standards. A copy of the policy was filed as Exhibit
19.1 to our Annual Report on Form 10-K for the year ended
December 31, 2024. Transactions by the company in its own
securities are monitored by internal and external legal counsel
for compliance with applicable securities laws.
2025
Pro
xy Statement |
33
Anti-Hedging and Anti-Pledging Policy
The anti-hedging provisions of our insider trading policy prohibit
trustees, officers and employees from directly or indirectly
engaging in hedging against future declines in the market value
of any securities of the company. This would cover the purchase
of financial instruments (including prepaid variable forward
contracts, equity swaps, collars and exchange funds), or other
transactions that hedge or offset, or are designed to hedge or
offset, any decrease in the market value of our securities.
In 2022, we amended our insider trading policy to adopt anti-
pledging provisions, which prohibit trustees, officers and
employees from any new pledge of company securities after the
effective date of the amendment, including holding company
securities in a margin account or otherwise pledging company
securities as collateral for a loan.
In
2012
, to finance his acquisition of interests in the company’s
former sponsor, AH LLC, Mr. Singelyn obtained loans secured by
a pledge of a portion of his holdings of common shares and
operating partnership units. These loans were subsequently
refinanced with a loan from a third party lender subject to a
similar pledge. Our Board recognizes that this pledge originated
with Mr. Singelyn’s initial investment in founding the company
and that maintaining this pledge facilitates liquidity and financial
flexibility for Mr. Singelyn while enabling him to maintain his
significant ownership interest in the company. The Board has
determined that the pledge (i) does not present a significant risk
of lender foreclosure or an unexpected sale of a large volume of
shares on the open market, (ii) is not part of a hedging strategy
and (iii) is unlikely to result in adverse effects to shareholders. In
addition, the Board has considered the fact that Mr. Singelyn
owns a significant number of unpledged Class A common shares
and equivalents and that such unpledged equity satisfies the
requirements of our share ownership policy. This pledge was
grandfathered under the amendments to the insider trading
policy adopted in 2022 and no new pledges are permitted.
Waivers of these prohibitions are not permitted under the policy.
The objective of this policy is to further enhance alignment
between the interests of our trustees, officers and employees
and those of our shareholders.
34
| AMH
Executive Officers
Our Executive Officers
Set forth below is biographical information regarding each of our current executive officers. Our executive officers are
appointed annually by, and serve at the discretion of, the Board. There are no family relationships between any of the
executive officers, and there is no arrangement or understanding between any executive officer and any other person
pursuant to which the executive officer was
selected
.
|
Bryan
Smith
Age: 51
Trustee since: 2025
|
|
Chief Executive Officer and Trustee
|
||
|
|
Background
•
AMH, Chief Executive Officer (since 2025);
Chief Operating Officer (2019-2024); Executive
Vice President and President of Property
Management (2015-2019); Senior Vice
President and Director of Property Management
(2012-2015)
•
American Homes 4 Rent Advisor, LLC (our
former manager), Senior Vice President of
Acquisitions
•
Tax Review Group, Partner
•
Watermark Group, Partner and CFO
•
Deloitte & Touche LLP, Senior
|
Education
•
B.A., University of California, Los Angeles
•
M.B.A., UCLA Anderson School of Management
•
Certified Public Accountant (inactive)
|
||
|
Chris
Lau
Age: 43
|
|
Chief Financial Officer and Senior Executive Vice President
|
||
|
|
Background
•
AMH, Chief Financial Officer and Senior
Executive Vice President (since 2024); Chief
Financial Officer (2018-2024); Vice President,
Senior Vice President and then Executive Vice
President – Finance (2013-2018)
•
National Rental Home Council, Member and
Chair of the Finance Committee (since 2018)
•
Deloitte & Touche LLP, Senior Manager, Real
Estate M&A Advisory; Senior Manager, Real
Estate Audit
|
Education
•
B.S., San Diego State University
•
Certified Public Accountant (inactive)
|
||
|
Sara
Vogt-Lowell
Age: 49
|
|
Chief Administrative Officer and Chief Legal Officer
|
||
|
|
Background
•
AMH, Chief Administrative and Chief Legal
Officer (since 2025); Chief Legal Officer
(2012-2024)
•
American Homes 4 Rent Advisor, LLC (our
former manager), Chief Legal Officer
•
Public Storage Canada and American
Commercial Equities, General Counsel
•
Latham & Watkins LLP, Associate, Finance
Department
|
Education
•
B.A., University of California, Los Angeles
•
J.D., University of California, Berkeley
•
Member of the California State Bar
|
||
2025
Pro
xy Statement |
35
Executive Compensation
Compensation Discussion and Analysis
This Compensation Discussion and Analysis section explains the
objectives of our executive compensation programs, outlines the
elements of executive officer compensation and describes the
factors considered by the Human Capital and Compensation
Committee (as used in this section, the “Committee”) to
determine the amounts of compensation for our NEOs for 2024
service.
Our Named Executive
Officers
For 2024, our NEOs were:
|
Name
|
Title
|
|
David Singelyn
|
Chief Executive Officer and Trustee
|
|
Bryan Smith
|
Chief Operating Officer
|
|
Chris Lau
|
Chief Financial Officer and Senior
Executive Vice President
|
|
Sara Vogt-Lowell
|
Chief Legal Officer
|
On December 31, 2024, Mr. Singelyn retired and was succeeded
by Mr. Smith as Chief Executive Officer as of January 1, 2025.
Also effective January 1, 2025, Ms. Vogt-Lowell was promoted to
the elevated role of Chief Administrative Officer and Chief Legal
Officer in recognition of her expanded supervisory
responsibilities for corporate functions including
communications, corporate services, government affairs, and
sustainability, in addition to legal and human resources.
Additionally, Mr. Lau's elevated role of Chief Financial Officer
and Senior Executive Vice President, effective February 2024,
reflected his expanded leadership responsibilities as part of the
succession plan.
2024 Say-on-Pay Vote Results and
Shareholder Engagement
At our 2024 Annual Meeting of Shareholders, 97% of our
shareholders voted in support of our say-on-pay proposal.
Over the course of 2024, the company maintained an ongoing
dialogue with a broad set of shareholders on diverse topics
including executive compensation, business operations and
strategy, financial results, corporate governance and
environmental and social priorities. Members of management
and, in some instances, Mr. Zaist, chair of our Nominating and
Corporate Governance Committee, participated in these
meetings.
Based on these discussions and the results of our 2024 say-on-
pay vote, we believe shareholders continue to broadly support
our compensation program. As such, no changes were made to
our compensation program as a result of the 2024 Say-on-Pay
vote.
2024 Compensation Overview
The 2024 compensation program for NEOs consisted of three
components: (i) an annual base salary; (ii) an annual cash
incentive based substantially on the achievement of pre-
determined performance criteria consisting of a corporate metric
and individual goals; and (iii) long-term equity incentives
design
ed to directly link executive compensation with
shareholder outcomes.
In 2024, the company increased base salaries of Mr. Singelyn by
3.1%, Mr. Lau by 4%, and Ms. Vogt-Lowell by 5%. Mr. Smith
initially received a base salary increase of 4% effective January
1, 2024, but his base salary was further adjusted by 15.6%
effective February 21, 2024 in connection with the
announcement of his planned succession to Chief Executive
Officer. The base salary increases were based on each
executive's performance, the competitive positioning of their
base salaries relative to the market, and, in the case of Mr.
Smith, his expanded responsibilities as part of the succession
plan.
The 2024 NEO annual cash incentive target levels as a
percentage of base salary were unchanged from 2023, except
that Mr. Smith's annual cash incentive target was increased from
150% to 175% of his base salary in connection with the
succession plan.
In January 2024, Mr. Singelyn received an annual long-term
equity incentive award with a target value of $5,568,000,
Messrs. Smith and Lau each received an annual long-term
equity incentive award with a target value of $2,076,800, and
Ms. Vogt-Lowell received an annual long-term equity incentive
award with a target value of $1,050,000. Each of the annual
long-term equity incentive awards were comprised of 60% PSUs
and 40% RSUs. The Committee continued its practice of
awarding PSUs as part of the equity compensation that is tied to
the achievement of both relative total shareholder return ("TSR")
and absolute Core Funds from Operations ("Core FFO") per
share growth goals.
In connection with the succession plan, Mr. Singelyn received an
additional RSU award of $1,600,000 vesting on June 30, 2025 to
provide transition advisory services through June 2025. Mr. Lau
received an additional RSU award of $5,000,000 which cliff vests
five years from the date of grant, contingent upon his continued
service with the company, in connection with his appointment to
the elevated role of Chief Financial Officer and Senior Executive
Vice President and as a retention incentive to facilitate a smooth
transition and the long-term stability of the leadership team.
36
| AMH
Compensation Philosophy, Objectives and Governance
The primary goal of our executive compensation program is to align the interests of our NEOs with those of our shareholders in a way
that allows us to attract, retain and motivate highly qualified executive talent. The Committee oversees the compensation of our NEOs,
including setting base salaries, awarding annual cash incentives and granting equity awards. The following table highlights key
features of our executive compensation program that demonstrate our ongoing commitment to promoting shareholder interests through
sound compensation governance practices.
|
What We Do
|
What We Don’t Do
|
|||
|
✓
|
DO require “double trigger” change in control benefits
|
✘
|
NO “single-trigger” change in control cash or equity
payments
|
|
|
✓
|
DO seek to align pay and performance with a balanced mix
of company and individual performance criteria tied to
operational and strategic objectives (including sustainability
and human capital management objectives) established at
the beginning of the performance period by the Committee
|
✘
|
NO compensation or incentives that encourage risk-taking
reasonably likely to have a material adverse effect on the
company
|
|
|
✓
|
DO award a significant percentage of NEO total
compensation in the form of equity which includes awards
subject to multi-year, performance-based vesting based on
relative TSR goals and absolute Core FFO per share
growth goals set based on historical peer group
performance
|
✘
|
NO tax gross-ups for any executive officers
|
|
|
✓
|
DO have robust NEO share ownership guidelines, including
six times base salary for CEO, and a requirement that each
NEO establish an initial ownership position in company
shares within one year of joining the company
|
✘
|
NO re-pricing or buyouts of underwater stock options
|
|
|
✓
|
DO have a robust mandatory compensation clawback
policy for executive compensation covering both cash and
equity incentives
|
✘
|
NO hedging or future pledging transactions by employees
or trustees involving our securities
|
|
|
✓
|
DO annually review a compensation risk assessment with
the Committee
|
✘
|
NO guarantees of cash incentive compensation or of equity
grants
|
|
|
✓
|
DO provide caps within annual and long-term incentive plan
awards
|
✘
|
NO long-term employment contracts with executive officers
with contractual compensation amounts or specified
increases in the future
|
|
|
✓
|
DO engage an independent compensation consultant to
advise the Committee
|
✘
|
NO excessive perquisites
|
|
2025
Pro
xy Statement |
37
The following chart depicts annual compensation for Mr. Singelyn and for the other NEOs in 2024 and reflects the split between (i) at-
risk compensation, consisting of RSUs, PSUs and annual cash incentive awards and (ii) compensation not tied to performance,
consisting of base salary and all other compensation, and further demonstrates our philosophy of aligning executive compensation with
company performance and shareholder interests. The
amounts
below exclude the succession planning RSU awards for Mr. Singelyn
and Mr. Lau
and include PSUs at their grant date fair values and annual cash incentive awards based on actual achievement in
2024
:
Elements of Executive Officer Compensation
|
Component
|
Form
|
Objective and Explanation
|
||
|
Salary
|
Cash
|
•
Base level compensation, rewards day-to-day performance and standard job duties
•
Reflects level of responsibilities and experience/tenure
|
||
|
Performance-
Based Annual
Cash Incentive
|
Cash
|
•
Designed to reward the achievement of specific, pre-established annual financial and
operational objectives
•
2024 performance objectives consist of company and individual goals
|
||
|
Equity Awards
|
Performance-
based PSUs and
service-based
RSUs
|
•
The equity pay mix for our CEO and other NEOs in 2024 was
60% PSUs and 40%
RSUs
•
Provide alignment of interests with shareholders
•
Multi-year vesting periods aid in retention
•
Performance-based PSUs tied to multi-year goals motivate executives to focus on
sustained, long-term financial performance
|
||
38
| AMH
2024
Compensation
Decisions
Changes to Compensation of the CEO
Supported by the data and recommendations provided by the
Committee's independent compensation advisor, the Committee
increased Mr. Singelyn's compensation for 2024. Mr. Singelyn's
base salary was increased to $825,000, representing a 3.1%
annual increase. Mr. Singelyn's annual cash incentive target
percentage was unchanged from 2023 at 200%. As part of this
annual compensation review process, Mr. Singelyn’s annual
long-term equity incentive award target was increased to
$5,568,000, representing an approximately 11.4% annual
increase.
After
these adjustments, Mr. Singelyn’s 2024 total
compensation at target, excluding the transition award described
below, was below the median compensation of our peer group
(please refer to "Benchmarking Peer Group" below for a
discussion of our peer group).
In February 2024, the company announced Mr. Singelyn's
retirement at the end of the year and the appointment of Mr.
Smith as our next Chief Executive Officer. In connection with the
succession plan, Mr. Singelyn entered into a retirement
agreement which provided for an additional RSU award with a
grant date value of $1,600,000 cliff vesting on June 30, 2025 to
provide transition advisory services through June 2025. Mr.
Singelyn received no severance compensation in connection
with his retirement.
Changes to Compensation of the other Named
Executive Officers
In consideration of each executive's performance,
the
competitive positioning of their compensation relative to the
market
, and the recommendations of Mr. Singelyn, effective
January 1, 2024, the Committee increased 2024 base salaries
for Mr. Smith to $649,000, Mr. Lau to $649,000 and Ms. Vogt-
Lowell to $525,000, representing 4%, 4%, and 5% increases
respectively. The 2024 annual cash incentive targets for Mr. Lau
and Ms. Vogt-Lowell were unchanged from 2023. The 2024
annual equity award targets were 320% of their base salaries for
each of Messrs. Smith and Lau and 200% for Ms. Vogt-Lowell.
In connection with the succession plan, the Committee
increased Mr. Smith's salary to $750,000 and increased his
annual cash incentive target to 175% of his new base salary.
Additionally, Mr. Lau was promoted to the
elevated role of Senior
Executive Vice President and received an additional RSU award
with a grant date value of $5,000,000 which cliff vests on the fifth
anniversary of the grant date, contingent upon his continued
service with the company, in connection with his promotion and
as a retention incentive to facilitate a smooth transition and the
long-term stability of the leadership team.
Performance-Based Incentive Bonuses—2024 Performance Metrics and Targets
The 2024 annual incentive plan targets established by the Committee were:
|
NEO
|
Title
|
Target % of Base Salary
|
||
|
David Singelyn
|
Chief Executive Officer
|
200%
|
||
|
Bryan Smith
|
Chief Operating Officer
|
175%
|
||
|
Chris Lau
|
Chief Financial Officer and Senior Executive Vice President
|
150%
|
||
|
Sara Vogt-Lowell
|
Chief Legal Officer
|
125%
|
||
2024 performance-based incentive bonuses (the “
Annual
Incentive Plan” or “AIP”) were based 70% on a corporate metric
and 30% on individual goals that were established for each NEO
by the Committee in the first quarter of 2024.
•
Corporate Metric: In the first quarter of 2024, the
Committee set the corporate metric as Core FFO growth.
The Committee selected Core FFO as the corporate metric
because it is a commonly used measure of real estate
investment trust (“REIT”) performance by investors and it is
a metric used for compensation purposes by the majority of
our peer group.
•
Individual Goals: The 2024 individual goals set for the
NEOs are described below under “2024 Performance-
Based Cash Incentive Awards.”
Growth in Core FFO
The target Core FFO goal for 2024 was $1.7450 per common
share, a 5.0% increase over 2023 actual Core FFO per common
share. The threshold, target and maximum bonus payable at the
targets set by the Committee are set forth below. In the event the
result achieved was between target levels in the chart, the bonus
paid is adjusted accordingly through linear interpolation.
2025
Pro
xy Statement |
39
Committee Assessment of Achievement of 2024 Goals
2024 Performance-Based Cash Incentive
Awards
Corporate metric achievement (70% weighting)
The company achieved 2024 Core FFO per share of $1.7713, which was 1.5% above the target of $1.7450. As a result, the Committee
determined that each NEO earned 110.0% of his or her target for the Core FFO per share component of the
award
.
|
Core FFO per share
|
|||||
|
Performance
Achievement
|
Performance
(% Target)
|
AIP Payout
(% Target)
|
Core FFO per
share
|
||
|
Maximum
|
115%
|
200%
|
$2.0068
|
||
|
Target
|
100%
|
100%
|
$1.7450
|
||
|
Threshold
|
85%
|
0%
|
$1.4833
|
||
|
Actual
|
101.5%
|
110.0%
|
$1.7713
|
||
Individual goal achievement (30% weighting)
In addition to the achievement of the corporate metric, each
NEO was also assessed on individual goals related to: driving
results for the company, sustainability, developing a succession
plan for his or her function, and personal development.
In the first quarter of 2024, the Committee determined Mr.
Singelyn’s 2024 goals would be (i) to facilitate a smooth and
orderly succession of the Chief Executive Officer role, (ii) to
effectively communicate the company's strategic plan to internal
and external stakeholders, (iii) to support employee engagement
through active engagement with employee resource groups, (iv)
to lead development and employee engagement across the
enterprise, and (v) to mentor executive leaders in connection
with the succession plan.
In February 2025, the Committee reviewed Mr. Singelyn’s
achievement of these goals and determined that he had earned
100%
of his target for the individual goal portion of his 2024
performance-based cash incentive award.
The Committee followed a similar process of establishing
individual goals and assessing results for our other NEOs. The
Committee determined that Messrs. Smith and Lau and Ms.
Vogt-Lowell each achieved 100% of their goals for the individual
goal component of their respective 2024 performance-based
cash incentive awards.
The following table details the performance-based cash incentive award achieved for each NEO, as determined by the Committee:
|
Performance-Based Cash Incentive Award Achievement
|
David
Singelyn
|
Bryan
Smith
|
Chris
Lau
|
Sara
Vogt-Lowell
|
|||
|
Core Funds from Operations (70% weighting)
|
110.0%
|
110.0%
|
110.0%
|
110.0%
|
|||
|
Individual Goals (30% weighting)
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|||
|
Aggregate Payout %
|
107.0%
|
107.0%
|
107.0%
|
107.0%
|
|||
|
Aggregate Payout Amount
|
$1,765,500
|
$1,404,375
|
$1,041,645
|
$702,188
|
40
| AMH
2024 Equity
Awards
The Committee believes equity awards help align management and shareholder interests by supporting long-term value creation and
promoting the retention and stability of our executive management team. In the first quarter of 2024, the Committee granted the NEOs
a mix of PSUs and time-based RSUs which vest ratably in equal annual installments over three years. Each grant was comprised 60%
of PSUs and 40% of RSUs.
In January 2024, the Committee granted RSUs and PSUs with the target values set forth below, with the number of units determined
by dividing the target value by the closing share price on the grant date.
|
2024 Annual Equity Grant
|
David
Singelyn
|
Bryan
Smith
|
Chris
Lau
|
Sara
Vogt-Lowell
|
|
RSUs
|
$2,227,200
|
$830,700
|
$830,700
|
$420,000
|
|
PSUs
|
$3,340,800
|
$1,246,100
|
$1,246,100
|
$630,000
|
The Committee considered Mr. Singelyn’s recommendations in determining the annual equity grants to Messrs. Smith and Lau and Ms.
Vogt-Lowell. In addition to these annual equity grants, Mr. Singelyn received an additional RSU award of $1,600,000 in connection with
his retirement transition agreement, which vests on June 30, 2025, to provide transition advisory services through June 2025. Mr. Lau
also received an additional RSU award of $5,000,000, which cliff vests five years from the date of grant, contingent upon his continued
service with the company, in connection with his promotion to the elevated role of Chief Financial Officer and Senior Executive Vice
President and as a retention incentive to facilitate a smooth management transition and the long-term stability of the leadership team.
The PSUs have a three-year performance period tied to the achievement of both relative TSR (50%) and absolute Core FFO per share
growth goals (50%), which were set in the first quarter of 2024 based on an assessment of historical Core FFO growth rates of
companies in our peer group over a three-year period. Payouts on PSUs at achievement of threshold goals will be 50% of target and
maximum achievement will be 200% of target. PSU payouts are linearly interpolated for performance between the threshold, target,
and maximum performance goals. The company’s TSR performance will be compared to a group of 30 publicly-traded REITs and other
residential real estate companies selected by the Committee based on their enterprise values relative to the company's.
|
PSU Payout Level
|
Relative TSR Performance
(50% weighting)
|
Core FFO Growth Achieved
(50% weighting)
|
|
200%
|
75
th
Percentile
|
Maximum achievement against absolute Core FFO growth goal based on
historical peer group performance
|
|
100%
|
50
th
Percentile
|
Target achievement against absolute Core FFO growth goal based on
historical peer group performance
|
|
50%
|
25
th
Percentile
|
Threshold achievement against absolute Core FFO growth goal based on
historical peer group performance
|
The 2024 Relative TSR peer group is comprised of Apartment Income REIT Corp., AvalonBay Communities, Inc., Boston Properties,
Inc., Brixmor Property Group Inc., Camden Property Trust, Douglas Emmett, Inc., EastGroup Properties, Inc., Equity Lifestyle
Properties, Inc., Equity Residential, Essex Property Trust, Inc., Extra Space Storage Inc., Federal Realty Investment Trust, Healthpeak
Properties, Inc., Host Hotels & Resorts, Inc., Independence Realty Trust, Inc., Invitation Homes Inc., Kilroy Realty Corporation, Kimco
Realty Corporation, Medical Properties Trust, Inc., Mid-America Apartment Communities, National Storage Affiliates Trust, NexPoint
Residential Trust, Inc., Park Hotels & Resorts, Inc., Regency Centers Corporation, Sun Communities, Inc., Tricon Residential Inc.,
UDR, Inc., Ventas, Inc., Veris Residential, and W. P. Carey Inc.
2025
Pro
xy Statement |
41
Performance of 2022-2024
PSUs
The PSUs granted in 2022 (the "2022 PSUs") had the same design with pre-established, objective adjustments at the end of the
performance period based on Relative TSR performance and Core FFO growth as described above for the PSUs granted in 2024. For
the 2022 PSUs, the company achieved Relative TSR Performance at the 72nd percentile of the applicable peer group, resulting in a
payout of 188.0% for the Relative TSR component. The company also achieved annual Core FFO growth of 13.0%, 7.9% and 6.6%,
respectively, for each year of the performance period, resulting in an annual award of 200.0%, 196.0% and 152.1%, respectively, and
overall award and payout of 182.7% for the Core FFO growth component. The aggregate payout is 185.4% of target for the 2022
PSUs, as certified by the Committee in February 2025.
|
Three-Year Relative TSR Achievement (50% Weighting)
|
Three-Year Core FFO Achievement (50% Weighting)
|
||||
|
Relative TSR Percentile
|
Peer Group TSR
|
Relative TSR
Payout %
|
Annual
Core FFO Growth
|
Core FFO Payout %
|
|
|
75
th
Percentile
|
-7.6%
|
200%
|
8.0%
|
200%
|
|
|
50
th
Percentile
|
-17.8%
|
100%
|
5.0%
|
100%
|
|
|
25
th
Percentile
|
-27.9%
|
50%
|
1.0%
|
50%
|
|
|
2022-2024 Actual TSR
Percentile
|
2022-2024 Actual
TSR
|
Relative TSR
Payout Achieved
|
2022-2024 Actual
Core FFO Growth
|
Core FFO
Payout Achieved
|
|
|
72
nd
Percentile
|
-7.6%
|
188.0%
|
13.0%, 7.9% and 6.6%
|
182.7%
|
|
Based on the Relative TSR achievement and Core FFO achievement described above, the overall PSU payout adjustment was
185.4% of the original award for each of the NEOs.
2025 Compensation
Outlook
In November 2024, the Committee, in consultation with its
independent compensation consultant Semler Brossy, and taking
into consideration the competitiveness of the company’s
executive pay practices, approved the 2025 compensation
program. The Committee considered Mr. Smith’s
recommendations in determining the base salaries,
performance-based cash incentive award targets and equity
grant amounts to Mr. Lau and Ms. Vogt-Lowell. Effective January
1, 2025, Ms. Vogt-Lowell was promoted to the elevated role of
Chief Administrative Officer and Chief Legal Officer in
recognition of her expanded supervisory responsibilities for
corporate functions including communications, corporate
services, government affairs, and sustainability, in addition to
legal and human resources.
Base salaries:
The Committee reviewed base salaries for 2025
and considered, among other things, a market analysis
performed by Semler Brossy and, with respect to the executives
that report to him, the recommendations of Mr. Smith. The base
salaries for 2025 are set forth below. Mr. Smith received a base
salary increase of 13.3% in connection with his promotion to
Chief Executive Officer. Mr. Lau received a base salary increase
of 7.9%, and Ms. Vogt-Lowell received a base salary increase of
4.8%. In approving these salaries, the Committee considered the
strong performance of each NEO in effectively executing the
management transition, each NEO’s contributions to the
company’s strategic plan, the relative pay of each NEO
compared to similar roles at competitors and peer companies,
the expanded responsibilities of each NEO as a result of the
succession plan, and the intense competition for top talent in the
real estate industry generally and in the single-family home
rental sector in particular.
Performance-based cash incentive award:
As in 2024, the
2025 performance-based cash incentive award for NEOs will
depend 70% on the achievement of Core FFO goals and 30%
on the achievement of leadership goals that will be tailored to
individual roles, but generally include objectives related to
business strategy, sustainability, team development, and
personal development. The 2025 target award level as a
percentage of base salary for Ms. Vogt-Lowell was increased
from 125% in 2024 to 150% in 2025 and was unchanged from
2024 for each of the other NEOs.
Long-term performance and time-based equity incentives:
The 2025 equity awards consist of a mix of PSUs and time-
based RSUs, with 60% of the NEOs' grants being PSUs. This is
the same mix as in 2024. The PSU design is unchanged from
2024. The PSUs have a three-year performance period tied to
the achievement of both relative TSR (50%) and Core FFO
growth goals (50%), which were set in the first quarter of 2025
based on the Core FFO performance of the company’s peer
group over a three-year period. Payouts on PSUs at
achievement of threshold goals will be 50% of target and
maximum achievement will be 200% of target. The time-based
RSUs will vest ratably over three years. The
Committee
awarded
PSUs and RSUs with the target values set forth below, with the
number of units determined by dividing the target value by the
closing share price on January 2, 2025, the date of grant.
42
| AMH
|
2025 NEO Compensation
|
Bryan Smith
|
Chris Lau
|
Sara Vogt-Lowell
|
|
Base Salary
|
$850,000
|
$700,000
|
$550,000
|
|
Annual Cash Incentive Target
|
175%
|
150%
|
150%
|
|
Annual RSU Grant
|
$1,870,000
|
$980,000
|
$550,000
|
|
Annual PSU Grant
|
$2,805,000
|
$1,470,000
|
$825,000
|
Role of Management and Board in
Determining the Compensation of
Executive Officers
In 2024, Mr. Singelyn attended the meetings of the Committee.
He did not vote on items before the Committee and was not
present during the Committee’s discussions and determination
concerning his compensation. The Committee solicited his views
on the performance of the executive officers reporting to him and
considered his recommendations for their compensation. For
2024, the Committee set base salaries, bonus and equity
compensation for our NEOs after considering the views of other
Board members and, except with respect to his own
compensation, Mr. Singelyn’s recommendations.
Role of Compensation Consultant
Semler Brossy serves as the Committee’s independent, third-
party compensation consultant. The Committee considered
Semler Brossy’s advice on a range of compensation matters,
including its consideration of potential enhancements to the
2024 compensation program, benchmarking analysis of peer
compensation practices and its recommendations for the 2025
compensation program, in each case as discussed in more
detail throughout this CD&A.
Semler
Brossy reports directly to the Committee and does not
provide services to the company’s management that are not
under the Committee’s purview. Since its engagement a
representative of Semler Brossy has attended meetings of the
Committee and will continue to do so upon request. The
Committee annually considers all factors relevant to Semler
Brossy’s independence, as required by the Committee’s charter.
Based on this review, the Committee determined that Semler
Brossy is independent and free of conflicts of interest.
Benchmarking Peer Group
The Committee monitors the effectiveness of our executive
compensation programs at least annually. For the compensation
programs to be effective, the Committee believes that the
compensation practices of other public real estate companies
with which we compete for talent is one tool in assessing and
determining pay for our executive officers. Semler Brossy assists
the Committee with these analyses. The Committee uses
benchmarking for informational purposes only. The median (50th
percentile) serves as a reference point and indicator of
competitive market trends and the Committee uses it as the
starting point when setting our executive compensation, but the
Committee also considers a number of other factors, including
skills, experience, performance and future potential of each
executive.
2025
Pro
xy Statement |
43
The company’s peer group for 2024 compensation decisions is set forth in the following table. The peer group was based on
similarities in industry sector, size (capitalization and assets) and underlying business fundamentals. In 2024, the Committee, based on
the recommendation of Semler Brossy, revised the companies in the peer group to better reflect similarly sized REITs and to remove
companies which were no longer publicly traded, adding Equity Residential and Tricon Residential, Inc. and removing Duke Realty,
Hudson Pacific Properties, Inc., and MGM Growth Properties LLC.
|
Name
|
Property Focus
|
|
AvalonBay Communities, Inc.
|
Multi-family
|
|
Brixmor Property Group, Inc
|
Open-air shopping centers
|
|
Camden Property Trust
|
Multi-family
|
|
Douglas Emmett, Inc.
|
Class-A office Buildings and Apartment
|
|
Equity Residential
|
Multi-family
|
|
Essex Property Trust, Inc.
|
Multi-family
|
|
Extra Space Storage, Inc.
|
Self-Storage Properties
|
|
Host Hotels & Resorts, Inc.
|
Hotels
|
|
Invitation Homes
|
Single-family rental
|
|
Kilroy Realty Corporation
|
Premier Office Submarkets
|
|
Kimco Realty Corporation
|
Open-air shopping centers
|
|
Mid-America Apartment Communities, Inc.
|
Multi-family
|
|
Park Hotels & Resorts, Inc.
|
Hotel Properties
|
|
Regency Centers Corporation
|
Open-air shopping centers
|
|
Sun Communities, Inc.
|
Manufactured Home and RV Communities
|
|
Tricon Residential, Inc.
|
Single-family rental
|
|
UDR, Inc.
|
Multi-family
|
Equity Grant Practices
must be approved by the Committee, which consists entirely of
independent trustees. Grants occur only at meetings or upon
written actions of the Board or the Committee and are made
effective as of the date of the meeting or written action or a
future date if appropriate, such as in the case of a new hire. In
2024, the Committee delegated limited authority to Mr. Singelyn
to approve equity awards to employees who are not executive
officers. The Committee has also delegated such authority to Mr.
Smith for 2025.
Awards are also subject to the terms of the 2021 Equity
Incentive Plan. All awards of RSUs granted to date to employees
In general, the Committee considers equity awards for executive
officers in connection with their annual performance review. In
determining equity awards, our Committee considers, among
other factors, input from other
Board members and the independent
compensation consultant,
the company’s overall financial performance, operational
achievements, including acquisitions and the recommendations
of our Chief Executive Officer for the NEOs reporting to him.
Term of Employment
Each of our NEOs serves at the pleasure of our Board. We have
not entered into employment agreements with any of our NEOs.
However, each NEO is party to a severance and change-in-
control letter agreement, which provides for certain contractual
protections in the event of termination under specified
circumstances. These agreements establish severance benefits
in the event of a termination by the company without cause or
resignation for good reason, as well as change-in-control (CIC)
protections in the event of termination within a specified period
following a qualifying CIC event. These agreements provide
clarity and certainty to executives while reinforcing retention and
alignment with shareholder interests. Further details regarding
the specific severance and CIC provisions can be found in the
section "Potential Payments Upon Termination or Change in
Control."
44
| AMH
Retirement Savings Opportunities
All full-time employees, including our NEOs, are able to
participate in a 401(k) Retirement Savings Plan (the “401(k)
plan”), after a prescribed period of employment. We provide this
plan to help our employees save for retirement in a tax efficient
manner. Under the 401(k) plan, participating employees are
eligible to defer a portion of their salary beginning the January 1
or July 1 that first follows the completion of six months of
employment, and we make a matching contribution commencing
six months after they are eligible to begin contributing to the
401(k) plan.
Health and Welfare Benefits
We provide to all full-time employees, including our NEOs, a
competitive benefits package, which includes health and welfare
benefits, such as medical, dental, short- and long-term disability
insurance and life insurance benefits.
Tax and Accounting Considerations
Section 162(m) of the Code imposes a $1,000,000 limit on the
annual deduction that may be claimed for compensation paid to
each of the chief executive officer, the chief financial officer and
certain other executive officers of the company.
While
the Committee considers the tax and accounting impact of
various forms of incentive compensation and compensation
elements on the company’s financial statements, tax and
accounting treatment is generally not the basis underlying the
decision to award a particular form of compensation if the
Committee deems the award the most appropriate incentive to
achieve the company’s compensation goals
.
Human Capital and Compensation
Committee Report
The Human Capital and Compensation Committee of the Board
of Trustees of AMH has reviewed and discussed with
management the foregoing Compensation Discussion and
Analysis. Based on this review and discussion, the Human
Capital and Compensation Committee recommended to the
Board that the Compensation Discussion and Analysis be
included in this proxy statement and in the Annual Report on
Form 10-K of AMH for the fiscal year ended December 31, 2024.
This report is provided by the following independent trustees
who comprise the Human Capital and Compensation
Committee:
THE HUMAN CAPITAL AND COMPENSATION
COMMITTEE
Douglas Benham, Chair
Winifred Webb
Jay Willoughby
Matthew Zaist
2025
Pro
xy Statement |
45
Summary Compensation Table
The following table provides compensation information for our NEOs, including our Chief Executive Officer, Chief Financial Officer and
the two other most highly compensated executive officers who were employed on December 31, 2024.
|
Name and Principal
Position
|
Year
|
Salary
($)
(1)
|
Bonus
($)
|
Option
Awards
($)
|
Stock
Awards
($)
(2)
|
Non-Equity
Incentive Plan
Compensation
($)
|
All Other
Compensation
($)
(3)
|
Total ($)
|
|
David Singelyn
Chief Executive Officer
|
2024
|
825,000
|
–
|
–
|
7,667,200
|
1,765,500
|
93,185
|
10,350,885
|
|
2023
|
800,000
|
–
|
–
|
5,497,900
|
1,766,560
|
13,275
|
8,077,735
|
|
|
2022
|
800,000
|
–
|
–
|
4,303,200
|
1,367,200
|
12,200
|
6,482,600
|
|
|
Bryan Smith
Chief Operating Officer
|
2024
|
731,500
|
–
|
–
|
2,263,000
|
1,404,375
|
13,883
|
4,412,758
|
|
2023
|
624,000
|
–
|
–
|
2,058,400
|
1,035,347
|
13,293
|
3,731,040
|
|
|
2022
|
600,000
|
–
|
–
|
1,936,400
|
796,050
|
12,200
|
3,344,650
|
|
|
Chris Lau
Chief Financial Officer
and Senior EVP
|
2024
|
649,000
|
–
|
–
|
7,263,000
|
1,041,645
|
13,894
|
8,967,539
|
|
2023
|
624,000
|
–
|
–
|
2,058,400
|
1,036,246
|
13,276
|
3,731,922
|
|
|
2022
|
600,000
|
–
|
–
|
1,936,400
|
796,050
|
12,200
|
3,344,650
|
|
|
Sara Vogt-Lowell
Chief Legal Officer
|
2024
|
525,000
|
–
|
–
|
1,144,200
|
702,188
|
13,901
|
2,385,289
|
|
2023
|
500,000
|
–
|
–
|
1,099,600
|
691,938
|
13,268
|
2,304,806
|
|
|
2022
|
475,000
|
–
|
–
|
1,022,000
|
516,266
|
12,200
|
2,025,466
|
(1)
Mr. Smith's salary was increased to $649,000 effective January 1, 2024 and further increased to $750,000 effective February 21, 2024 in connection
with the announced management succession plan.
(2)
RSU awards and PSU awards are valued at the grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) Topic 718. RSU awards are valued based on the closing share price on the NYSE of $36.07 and $34.73
per share for Class A common shares on the date of grant for January 3, 2024 and February 21, 2024 grants, respectively, and $34.47 and $38.99
per share for Class A common shares on the date of grant for 2023 and 2022 grants, respectively. The payout of the PSU awards will be between
0% and 200% of target based on the achievement of both Core FFO growth goals and TSR relative to a group of peer companies. The portion of
PSU awards linked to Core FFO growth goals (50%) was valued at $36.07, $34.47 and $38.99 per PSU award based on the closing share price on
the NYSE on the grant date and assuming target level of performance for 2024, 2023 and 2022 grants, respectively. The portion of PSU awards
linked to relative TSR (50%) was valued at $46.85, $45.91 and $48.84 per PSU award based on a multifactor Monte Carlo model for the
performance period of January 1, 2024 to December 31, 2026, January 1, 2023 to December 31, 2025 and January 1, 2022 to December 31, 2024
using a valuation date share price of $36.07, $34.47 and $38.99 for 2024, 2023 and 2022 grants, respectively. Volatility and risk-free rate
assumptions used in the multifactor Monte Carlo model are based on term structure and are disclosed in our Annual Report on Form 10-K. The
following represents the aggregate grant date fair value for RSU awards and PSU awards granted in 2024 as well as the value of PSU awards at
maximum vesting on the grant date.
|
2024 RSU Awards
($)
|
2024 RSU
Retention Awards
($)
(i)
|
2024 PSU Awards
($)
|
Total of RSUs
and PSUs ($)
|
2024 PSU Awards
Maximum ($)
|
||
|
David Singelyn
|
2,227,200
|
1,600,000
|
3,840,000
|
7,667,200
|
6,681,600
|
|
|
Bryan Smith
|
830,700
|
—
|
1,432,300
|
2,263,000
|
2,492,200
|
|
|
Chris Lau
|
830,700
|
5,000,000
|
1,432,300
|
7,263,000
|
2,492,200
|
|
|
Sara Vogt-Lowell
|
420,000
|
—
|
724,200
|
1,144,200
|
1,260,000
|
|
(i)
On February 21, 2024, the company announced that Mr. Singelyn will retire on December 31, 2024. Under a Retirement Agreement effective
February 21, 2024, Mr. Singelyn agreed to provide advisory services through June 30, 2025 and 46,070 RSUs will vest on that date, upon
satisfaction of certain vesting conditions, including performance of his obligations under the Retirement Agreement. Additionally, Mr. Lau was
granted 143,968 RSU awards on February 21, 2024 which cliff vest five years from the date of grant in connection with his appointment to the
elevated role of Senior Executive Vice President and as a retention incentive to facilitate a smooth management transition and the long-term
stability of the leadership team.
(3)
All Other Compensation consists of (i) 401(k) plan contributions by the company of $13,800 to each named executive officer for 2024, (ii) imputed
income related to the vesting of stock awards of $85, $83, $94 and $101 in 2024 for Mr. Singelyn, Mr. Smith, Mr. Lau and Ms. Vogt-Lowell,
respectively, and (iii) accrued PTO payout of $79,300 for Mr. Singelyn in 2024 due to his retirement on December 31, 2024.
46
| AMH
Grants of Plan Based Awards
The following table sets forth certain information relating to grants of plan based awards to the NEOs during the fiscal year ended
December 31, 2024.
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
|
Estimated Future Payouts Under
Equity Incentive Plan Awards
|
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)
|
Grant
Date Fair
Value of
Stock and
Option
Awards
($)
(2)
|
|||||||
|
Name
|
Grant
Date
|
Threshold
($)
(1)
|
Target
($)
(1)
|
Maximum
($)
(1)
|
Threshold
($)
(1)
|
Target
($)
(1)
|
Maximum
($)
(1)
|
|||
|
David Singelyn
|
|
|
|
|
|
|
|
|
||
|
PSU Award
|
1/3/2024
|
–
|
–
|
–
|
1,670,400
|
3,340,800
|
6,681,600
|
92,620
|
3,840,000
|
|
|
RSU Award
|
1/3/2024
|
–
|
–
|
–
|
–
|
–
|
–
|
61,747
|
2,227,200
|
|
|
RSU
Retention
Award
|
2/21/2024
|
–
|
–
|
–
|
–
|
–
|
–
|
46,070
|
1,600,000
|
|
|
Annual
Incentive
|
–
|
–
|
1,650,000
|
2,805,000
|
–
|
–
|
–
|
–
|
–
|
|
|
Bryan Smith
|
|
|
|
|
|
|
|
|
|
|
|
PSU Award
|
1/3/2024
|
–
|
–
|
–
|
623,050
|
1,246,100
|
2,492,200
|
34,547
|
1,432,300
|
|
|
RSU Award
|
1/3/2024
|
–
|
–
|
–
|
–
|
–
|
–
|
23,031
|
830,700
|
|
|
Annual
Incentive
|
–
|
–
|
1,312,500
|
2,231,250
|
–
|
–
|
–
|
–
|
–
|
|
|
Chris Lau
|
|
|
|
|
|
|
|
|
||
|
PSU Award
|
1/3/2024
|
–
|
–
|
–
|
623,050
|
1,246,100
|
2,492,200
|
34,547
|
1,432,300
|
|
|
RSU Award
|
1/3/2024
|
–
|
–
|
–
|
–
|
–
|
–
|
23,031
|
830,700
|
|
|
RSU
Retention
Award
|
2/21/2024
|
–
|
–
|
–
|
–
|
–
|
–
|
143,968
|
5,000,000
|
|
|
Annual
Incentive
|
–
|
–
|
973,500
|
1,654,950
|
–
|
–
|
–
|
–
|
–
|
|
|
Sara Vogt-Lowell
|
|
|
|
|
|
|
|
|
||
|
PSU Award
|
1/3/2024
|
–
|
–
|
–
|
315,000
|
630,000
|
1,260,000
|
17,467
|
724,200
|
|
|
RSU Award
|
1/3/2024
|
–
|
–
|
–
|
–
|
–
|
–
|
11,645
|
420,000
|
|
|
Annual
Incentive
|
–
|
–
|
656,250
|
1,115,625
|
–
|
–
|
–
|
–
|
–
|
|
(1)
The amounts shown in these columns represent the range of possible incentive payouts based upon achievement of performance targets.
(2)
Amounts reflect the fair value of RSUs and PSUs computed as of the grant date. For RSUs, the fair value is computed by multiplying the number of
RSUs awarded by the fair market value of the company’s Class A common shares on the grant date. For PSUs, the fair value of the portion of
awards linked to Core FFO growth goals is computed by multiplying the number of these PSU awards by the fair market value of the company's
Class A common shares on the grant date while the fair value of the portion of awards linked to TSR relative to a group of peer companies is
computed by multiplying the number of these PSU awards by the grant date fair value of $46.85 per share based on a multifactor Monte Carlo
model.
2025
Pro
xy Statement |
47
Outstanding Equity Awards at Fiscal Year End
The following table sets forth information for each NEO with respect to the outstanding unvested equity awards as of the fiscal year
ended December 31, 2024.
|
|
Option Awards
|
Stock Awards
|
||||||||
|
Name
|
Grant
Date
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
(1)
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
(1)
|
Option
Exercise
Price
($)
|
Option
Expiration
Dates
|
Number
of
Shares
or Units
of
Stock
that
Have
Not
Vested
(#)
(2)
|
Market
Value of
Shares
or Units
of Stock
that
Have
Not
Vested
($)
(3)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Units
That
Have Not
Vested
(#)
(4)
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Units
That
Have Not
Vested
($)
(3)
|
|
|
David
Singelyn
|
2/1/2022
|
–
|
–
|
–
|
–
|
13,679
|
511,868
|
123,110
|
4,606,776
|
|
|
2/7/2023
|
–
|
–
|
–
|
–
|
38,682
|
1,447,480
|
174,066
|
6,513,550
|
||
|
1/3/2024
|
–
|
–
|
–
|
–
|
61,747
|
2,310,573
|
138,930
|
5,198,761
|
||
|
2/21/2024
|
–
|
–
|
–
|
–
|
46,070
|
1,723,939
|
–
|
–
|
||
|
Bryan
Smith
|
2/23/2017
|
20,000
|
–
|
23.38
|
2/23/2027
|
–
|
–
|
–
|
–
|
|
|
2/22/2018
|
10,000
|
–
|
19.40
|
2/22/2028
|
–
|
–
|
–
|
–
|
||
|
2/1/2022
|
–
|
–
|
–
|
–
|
6,156
|
230,358
|
55,400
|
2,073,068
|
||
|
2/7/2023
|
–
|
–
|
–
|
–
|
14,483
|
541,954
|
65,170
|
2,438,661
|
||
|
1/3/2024
|
–
|
–
|
–
|
–
|
23,031
|
861,820
|
51,821
|
1,939,142
|
||
|
Chris Lau
|
2/22/2018
|
2,500
|
–
|
19.40
|
2/22/2028
|
–
|
–
|
–
|
–
|
|
|
2/1/2022
|
–
|
–
|
–
|
–
|
6,156
|
230,358
|
55,400
|
2,073,068
|
||
|
2/7/2023
|
–
|
–
|
–
|
–
|
14,483
|
541,954
|
65,170
|
2,438,661
|
||
|
1/3/2024
|
–
|
–
|
–
|
–
|
23,031
|
861,820
|
51,821
|
1,939,142
|
||
|
2/21/2024
|
–
|
–
|
–
|
–
|
143,968
|
5,387,283
|
–
|
–
|
||
|
Sara
Vogt-
Lowell
|
2/25/2016
|
15,000
|
–
|
14.00
|
2/25/2026
|
–
|
–
|
–
|
–
|
|
|
2/23/2017
|
20,000
|
–
|
23.38
|
2/23/2027
|
–
|
–
|
–
|
–
|
||
|
2/22/2018
|
7,500
|
–
|
19.40
|
2/22/2028
|
–
|
–
|
–
|
–
|
||
|
2/1/2022
|
–
|
–
|
–
|
–
|
3,249
|
121,578
|
29,240
|
1,094,161
|
||
|
2/7/2023
|
–
|
–
|
–
|
–
|
7,737
|
289,519
|
34,814
|
1,302,740
|
||
|
1/3/2024
|
–
|
–
|
–
|
–
|
11,645
|
435,756
|
26,201
|
980,441
|
||
(1)
All option awards vested ratably over a period of four years from the date of grant (February 25, 2016 for grants that expire on February 25, 2026;
February 23, 2017 for grants that expire on February 23, 2027 and February 22, 2018 for grants that expire on February 22, 2028).
(2)
RSUs vest in three annual installments beginning one year from the date of grant.
(3)
The value shown in this column assumes a price of $37.42 per share, the closing price for the company’s Class A common shares on the NYSE on
December 31, 2024.
(4)
Represents outstanding PSUs at the probable outcome as of December 31, 2024. The PSUs will vest upon achievement of the performance targets
at the conclusion of the three-year performance period.
48
| AMH
Option Exercises and Stock Vested in 2024
The following table provides information about options exercised by and RSU awards vested for the NEOs during the fiscal year ended
December 31, 2024.
|
Option Awards
|
Stock Awards
|
||||
|
Name
|
Number of
Shares
Acquired on
Exercise (#)
|
Value Realized
on
Exercise ($)
|
Number of
Shares
Acquired on
Vesting (#)
|
Value Realized
on
Vesting ($)
(1)
|
|
|
David Singelyn
|
–
|
–
|
102,481
|
3,554,538
|
|
|
Bryan Smith
|
90,000
|
1,966,379
|
48,019
|
1,667,189
|
|
|
Chris Lau
|
–
|
–
|
48,019
|
1,667,189
|
|
|
Sara Vogt-Lowell
|
–
|
–
|
28,661
|
994,472
|
|
(1)
Value realized was calculated by multiplying the number of shares vested by the closing price of our Class A common shares on the vesting date of
January 28, 2024, February 1, 2024, February 7, 2024 and February 20, 2024 for Messrs. Singelyn, Lau and Smith and Ms. Vogt-Lowell.
Pension/Non-Qualified Deferred
Compensation Plans
We do not maintain a pension plan or deferred compensation
plan for any of our employees, including the NEOs.
Potential Payments Upon Termination
or Change in Control
Payments Upon Termination
In February 2022, the Committee, after consultation with its
independent compensation consultant, approved severance and
change of control letter agreements with each of the NEOs
which provide that, in the event of a termination by the company
without cause or a resignation for good reason, each NEO will
receive a lump sum severance payment of 100% of his or her
annual base salary and target bonus (200% for the Chief
Executive Officer) and the cost of COBRA health coverage for up
to 12 months (up to 24 months for the Chief Executive Officer)
until he or she is eligible for the health coverage of a subsequent
employer.
Additionally, the following indicate our general practice:
•
vested stock options following a voluntary termination of
employment (other than for death or disability) must be
exercised within three months following the individual’s last
date of employment or are otherwise forfeited;
•
unvested time-based RSUs and PSUs are forfeited (except
in the case of death or disability or a qualifying retirement);
•
payment of any amounts contributed by the participant and
the company under the 401(k) plan; and
•
accrued and unused vacation pay paid in a lump sum.
Payments Upon Death or Disability
In the event of the death or permanent and total disability of an
NEO while employed by the company, the NEO will receive the
401(k) plan contributions noted above and accrued unused
vacation pay, in addition to the following:
•
all unvested outstanding stock options held by the NEO
accelerate and vest as of the date of death or disability, as
defined in the plan, and may be exercised during the one
year period following the date of
death or disability
, but prior
to expiration of the option;
•
all unvested time-based RSUs and restricted share grants
held by the NEO accelerate and vest as of the date of
death or disability, as defined in the plan;
•
for all unvested PSUs, (i) if the termination date is prior to
the end of the performance period, such awards will vest
based on target performance (pro-rated for the number of
days the NEO worked for the company during such period)
and (ii) if the termination date is after the end of the
performance period, such awards will vest based on actual
performance; and
•
the NEO will receive payments under the company’s life
insurance program or disability plan, as applicable, similar
to all other employees of the company.
Payments Upon Retirement
NEOs participate in our equity awards retirement policy on the
same terms as other employees. The policy is intended to
recognize long-tenured employees who have contributed to the
growth and success of the company. Specifically, in the event of
an NEO’s qualifying retirement, all unvested outstanding RSUs,
PSUs and stock options held by the NEO that were granted will
continue to vest on the schedule set forth on the award, and any
vested option may be exercised during the one year period
following the vesting, but prior to expiration of the option.
2025
Pro
xy Statement |
49
A qualifying retirement is a voluntary termination other than for
cause or as a result of death or disability where the NEO (i) is at
least 55 years old and has provided service for at least five
years, and the sum of the NEO’s age and total years of service
is at least 70, and (ii) the NEO executes a customary non-
compete or non-solicit agreement, if requested by the
Committee or the Chief Executive Officer.
As part of our ongoing succession planning, on February 21,
2024, the company announced that Mr. Singelyn would retire as
Chief Executive Officer effective December 31, 2024. The Board
appointed Mr. Smith as the company's Chief Executive Officer
effective January 1, 2025.
In connection with Mr. Singelyn's retirement on December 31,
2024, the company entered into a Retirement Agreement that
provides for Mr. Singelyn to serve as an advisor to the company
through June 30, 2025. Under this agreement, Mr. Singelyn
received an RSU award with a grant date value of $1,600,000
that will cliff vest on June 30, 2025, subject to his continued
performance of advisory services. Mr. Singelyn did not receive
any severance compensation upon his retirement. In 2024, Mr.
Singelyn received a payment of $79,300 for unused paid time off
in connection with his retirement, which is included in "All Other
Compensation" in the Summary Compensation Table.
Payments Upon a Change in Control
The severance and change of control letter agreements with
each of the NEOs provide that, in the event of a termination by
the company without cause or a resignation for good reason
within two years of a "change in control," each NEO will receive
a lump sum severance payment of 200% of his or her annual
base salary and target bonus (300% for the Chief Executive
Officer) and the cost of COBRA health coverage for up to 24
months (up to 36 months for the Chief Executive Officer) until he
or she is eligible for the health coverage of a subsequent
employer.
The company’s 2021 Equity Incentive Plan provides that upon
the occurrence of a “change in control” of the company in which
provision is made in writing in connection with the “change in
control” for continuation of the 2021 Equity Incentive Plan or
substitution of new options, restricted shares, RSUs and PSUs,
then the awards will continue without any accelerated vesting;
provided, however, that if an award is assumed, continued or
substituted upon the consummation of any “change in control”
and the employment of the grantee with the company is
terminated without cause within two years following the
consummation of such “change in control,” such award will be
fully vested and may be exercised in full, to the extent
applicable, beginning on the date of such termination and for the
one-year period immediately following such termination or for
such longer period as the Committee will determine.
The company’s 2021 Equity Incentive Plan provides that upon
the occurrence of a “change in control” of the company in which
the applicable equity award is not continued, assumed or
substituted:
•
all outstanding unvested time-based RSUs and restricted
share grants will vest immediately;
•
all outstanding unvested stock options vest 15 days before
consummation of such a change in control and are
exercisable during such 15-day period, with such exercise
conditioned upon and effective immediately before
consummation of the change in control; and
•
for unvested PSUs, (i) if less than half of the performance
period has lapsed, such awards will be treated as though
target performance has been achieved immediately prior to
the occurrence of the “change in control,” and (ii) if at least
half the performance period has lapsed, such awards will
vest based on actual performance determined as of a date
reasonably close to the date of the “change in control” as
determined by the Human Capital and Compensation
Committee in its sole discretion, or if actual performance is
not determinable, such awards will be treated as though
target performance has been achieved.
The Committee may also, in its sole discretion, cancel any
outstanding awards under the plan in exchange for payment.
A “change in control” is defined in the 2021 Equity Incentive Plan
to include:
•
the dissolution or liquidation of the company or a merger in
which the company does not survive;
•
the sale of substantially all of the company’s assets;
•
any transaction that results in any person or entity owning
50% or more of the combined voting power of all classes of
our shares; or
•
any transaction the Board specifies as a change in control.
50
| AMH
The following table shows the estimated value of potential payments to our NEOs pursuant to (i) a qualifying termination, (ii) a change
in control event (“CIC”) followed by a qualifying termination, (iii) a change in control event with no termination but in which equity
awards are not continued, assumed or substituted, (iv) a qualifying retirement or (v) death or disability, each as described above,
assuming the event occurred as of December 31, 2024 and the
acceleration of
unvested equity awards (or, for qualifying retirements,
the value of awards that will no longer have a service requirement) assumes a closing market price of our Class A common shares on
such date of $37.42. Mr. Singelyn had a
qualifying
retirement on December 31, 2024 and therefore the other potential payments are no
longer possible.
|
Name
|
Compensation Element
|
Qualifying
Termination,
no CIC
($)
|
Qualifying
Termination,
CIC
($)
|
CIC Without
Termination
($)
|
Qualifying
Retirement
($)
|
Death or
Disability
($)
|
|
David
Singelyn
|
Cash Incentive
(1)
|
4,950,000
|
7,425,000
|
–
|
–
|
–
|
|
Continuation of Health Benefits
(2)
|
15,500
|
23,300
|
–
|
11,600
|
–
|
|
|
Value of Vesting of All Outstanding
Unvested RSU Awards
(3)
|
–
|
5,993,860
|
5,993,860
|
5,993,860
|
5,993,860
|
|
|
Value of Vesting of All Outstanding
Unvested PSU Awards
(4)
|
–
|
9,026,003
|
9,026,003
|
9,026,003
|
9,026,003
|
|
|
TOTAL
|
4,965,500
|
22,468,163
|
15,019,863
|
15,031,463
|
15,019,863
|
|
|
Bryan Smith
|
Cash Incentive
(5)
|
2,062,500
|
4,125,000
|
–
|
–
|
–
|
|
Continuation of Health Benefits
(6)
|
24,500
|
49,100
|
–
|
–
|
–
|
|
|
Value of Vesting of All Outstanding
Unvested RSU Awards
(3)
|
–
|
1,634,132
|
1,634,132
|
–
|
1,634,132
|
|
|
Value of Vesting of All Outstanding
Unvested PSU Awards
(4)
|
–
|
3,548,613
|
3,548,613
|
–
|
3,548,613
|
|
|
TOTAL
|
2,087,000
|
9,356,845
|
5,182,745
|
–
|
5,182,745
|
|
|
Chris Lau
|
Cash Incentive
(7)
|
1,622,500
|
3,245,000
|
–
|
–
|
–
|
|
Continuation of Health Benefits
(6)
|
33,100
|
66,300
|
–
|
–
|
–
|
|
|
Value of Vesting of All Outstanding
Unvested RSU Awards
(3)
|
–
|
7,021,415
|
7,021,415
|
–
|
7,021,415
|
|
|
Value of Vesting of All Outstanding
Unvested PSU Awards
(4)
|
–
|
3,548,613
|
3,548,613
|
–
|
3,548,613
|
|
|
TOTAL
|
1,655,600
|
13,881,328
|
10,570,028
|
–
|
10,570,028
|
|
|
Sara
Vogt-Lowell
|
Cash Incentive
(8)
|
1,181,250
|
2,362,500
|
–
|
–
|
–
|
|
Continuation of Health Benefits
(6)
|
24,500
|
49,100
|
–
|
–
|
–
|
|
|
Value of Vesting of All Outstanding
Unvested RSU Awards
(3)
|
–
|
846,853
|
846,853
|
–
|
846,853
|
|
|
Value of Vesting of All Outstanding
Unvested PSU Awards
(4)
|
–
|
1,852,065
|
1,852,065
|
–
|
1,852,065
|
|
|
TOTAL
|
1,205,750
|
5,110,518
|
2,698,918
|
–
|
2,698,918
|
(1)
Represents 200% of annual base salary and target bonus for 2024 ($4,950,000) for a qualifying termination with no change in control and 300% of
annual base salary and target bonus for 2024 ($7,425,000) for a qualifying termination with a change in control.
(2)
Represents the projected cost of COBRA health coverage for a maximum of 24 months for a qualifying termination with no change in control, 36
months for a qualifying termination with a change in control, and 18 months for a qualifying retirement as of December 31, 2024.
(3)
Represents the number of outstanding RSUs multiplied by the closing price of the company’s Class A common shares on December 31, 2024, as
applicable.
(4)
Represents the number of outstanding PSUs at target multiplied by the closing price of the company’s Class A common shares on December 31,
2024, as applicable.
(5)
Represents 100% of annual base salary and target bonus for 2024 ($2,062,500) for a qualifying termination with no change in control and 200% of
annual base salary and target bonus for 2024 ($4,125,000) for a qualifying termination with a change in control.
(6)
Represents the projected cost of COBRA health coverage for a maximum of 12 months for a qualifying termination with no change in control and 24
months for a qualifying termination with a change in control as of December 31, 2024.
(7)
Represents 100% of annual base salary and target bonus for 2024 ($1,622,500) for a qualifying termination with no change in control and 200% of
annual base salary and target bonus for 2024 ($3,245,000) for a qualifying termination with a change in control.
(8)
Represents 100% of annual base salary and target bonus for 2024 ($1,181,250) for a qualifying termination with no change in control and 200% of
annual base salary and target bonus for 2024 ($2,362,500) for a qualifying termination with a change in control.
2025
Pro
xy Statement |
51
CEO Pay Ratio
Presented below is the ratio of annual total compensation of our
CEO in 2024, David Singelyn, to the annual total compensation
of our median employee (excluding Mr. Singelyn). The ratio
presented below is a reasonable estimate calculated in a
manner consistent with Item 402(u) of Regulation S-K under the
Exchange Act.
We selected the median employee in 2024 based on the
1,730
full-time, part-time, temporary and seasonal workers employed
by the company or any of its consolidated subsidiaries as of
December 31, 2024. In identifying our median employee, we
calculated the annual total cash compensation/W-2
compensation
of each employee as of December 31, 2024. Total cash
compensation for these purposes included base salary, cash
incentives and comparable cash elements of compensation in
non-U.S. jurisdictions and was calculated using internal human
resources/tax records, including Form W-2 information. We did
not apply any cost-of-living adjustments as part of the
calculation.
The 2024 annual total compensation as determined under Item
402 of Regulation S-K for our CEO was
$10,350,885
. The 2024
annual total compensation as determined under Item 402 of
Regulation S-K for our median employee was
$72,736
. The ratio
of our CEO’s annual total compensation to our median
employee’s total compensation for fiscal year 2024 is
142
to 1.
Pay Versus Performance Tables
performance for the years ended December 31, 2024, 2023, 2022, 2021 and 2020.
|
Year
|
Summary
Compensation
Table Total Pay
for CEO
(1)(2)
($)
|
CAP to CEO
(3)
($)
|
Average
Summary
Compensation
Table Total Pay
for Other NEOs
(1)(2)
($)
|
Average
CAP to
Other NEOs
(3)
($)
|
Value of Initial Fixed $100
Investment Based on:
|
GAAP Net
Income
(5)
($)
|
per
Share
($)
|
|
|
TSR
(4)
($)
|
Peer Group
TSR
(4)
($)
|
|||||||
|
2024
|
|
|
|
|
|
|
|
|
|
2023
|
|
|
|
|
|
|
|
|
|
2022
|
|
|
|
|
|
|
|
|
|
2021
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
|
|
|
|
|
|
(1)
For each year shown, the CEO was
David Singelyn
. For 2024 and 2023, the other NEOs were Bryan Smith, Chris Lau and Sara Vogt-Lowell. For
2022 and 2021, the other NEOs were Jack Corrigan, Bryan Smith, Chris Lau and Sara Vogt-Lowell. For 2020, the other NEOs were Jack Corrigan,
Bryan Smith, Chris Lau, Sara Vogt-Lowell and Stephanie Heim.
(2)
The values reflected in this column reflect the “Total” compensation set forth in the Summary Compensation Table (“SCT”) on page 45. See the
footnotes to the SCT for further detail regarding the amounts in this column.
(3)
Compensation actually paid (“CAP”) is defined by the SEC and is computed in accordance with SEC rules by subtracting the amounts in the “Stock
Awards” and “Option Awards” columns of the SCT for each year from the “Total” column of the SCT and then: (i) adding the fair value as of the end
of the reported year of all awards granted during the reporting year that are outstanding and unvested as of the end of the reporting year; (ii) adding
the amount equal to the change as of the end of the reporting year (from the end of the prior year) in fair value (whether positive or negative) of any
awards granted in any prior year that are outstanding and unvested as of the end of the reporting year; (iii) adding the amount equal to the change
as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior year for
which all applicable vesting conditions were satisfied at the end of or during the reporting year; (iv) subtracting, for any awards granted in any prior
year that are forfeited during the reporting year, the amount equal to the fair value at the end of the prior year; and (v) adding the value of any
dividends (or dividend equivalents) paid in the reporting year on unvested equity awards and the value of accrued dividends (or dividend
equivalents) paid on performance awards that vested in the reporting year. The following tables reflect the adjustments made to SCT total
compensation to compute CAP for our CEO and average CAP for our other NEOs.
52
| AMH
CEO
|
Year
|
SCT Total
Comp
($)
|
Minus
SCT
Equity
Awards
($)
|
Plus
Value
of New
Unvested
Awards as
of 12/31
($)
|
Plus
Annual
Change in
Value of
Prior Year
Awards that
Remain
Unvested
($)
|
Plus
Change
in Value from
Prior Year End
to Vesting
Date for
Awards that
Vested During
Year
($)
|
Minus
Value
of Forfeited
Prior Years
Awards
($)
|
Plus
Dividends
on Unvested
Awards/
Accrued
Dividends
($)
|
Equals
CAP
($)
|
|
2024
|
|
(
|
|
|
(
|
|
|
|
|
Year
|
SCT Total
Comp
($)
|
Minus
SCT
Equity
Awards
($)
|
Plus
Value
of New
Unvested
Awards as
of 12/31
($)
|
Plus
Annual
Change in
Value of
Prior Year
Awards that
Remain
Unvested
($)
|
Plus
Change
in Value from
Prior Year End
to Vesting
Date for
Awards that
Vested During
Year
($)
|
Minus
Value
of Forfeited
Prior Years
Awards
($)
|
Plus
Dividends
on Unvested
Awards/
Accrued
Dividends
($)
|
Equals
CAP
($)
|
|
2024
|
|
(
|
|
|
(
|
|
|
|
(4)
Reflects the cumulative TSR of the company and the MSCI US REIT Index for the year ended December 31, 2020, the two years ended December
31, 2021, the three years ended December 31, 2022, the four years ended December 31, 2023 and the five years ended December 31, 2024,
assuming a $100 investment at the closing price on December 31, 2019 and the reinvestment of all dividends.
(5)
Amounts in thousands.
Relationship of SEC CAP to Performance
as set forth in the table above), to (i)
our cumulative TSR and the cumulative TSR of the constituent companies in the MSCI US REIT
Index
,
(ii)
our GAAP net income
, and (iii)
our Core FFO per share (in each case as set forth in the table above)
.
2025
Pro
xy Statement |
53
performance compensation for the most recently completed fiscal year are listed in the table below. The manner in which these
measures, together with certain non-financial performance measures, determine the amounts of incentive compensation paid to our
NEOs is described above in the “Compensation Discussion and Analysis” section.
|
Significant Financial Performance Measures
|
|
|
|
|
54
| AMH
AMH
2025 Proxy Statement |
55
Board
Recommendation
Our
Board unanimously
recommends that you
vote "
FOR
" approval, on
an advisory basis, of the
compensation of our
named executive
officers.
56
| AMH
Advisory Vote on Executive
Compensation
Pursuant to Section 14A(a)(1) of the Exchange Act, we are
including in these proxy materials a separate resolution, subject
to shareholder vote, to approve, in a non-binding advisory vote,
the compensation of our NEOs as described in this proxy
statement. This vote is not intended to address any specific item
of compensation, but rather the overall compensation of our
NEOs and the philosophy, policies and practices described in
this proxy statement. The advisory vote will be presented on an
annual basis unless otherwise disclosed.
At the 2024 Annual Meeting of Shareholders, approximately 97%
of the votes cast on this proposal were voted in favor of the
company’s executive compensation. The Human Capital and
Compensation Committee considered the results of the
shareholder vote in making its compensation decisions for our
NEOs. Additionally, at the 2023 Annual Meeting of Shareholders,
approximately 97% of the votes cast on this proposal were voted
in favor of the company’s executive compensation.
You are encouraged to carefully review the Compensation
Discussion and Analysis section as well as the information
contained in the compensation tables and accompanying
narrative discussion contained in this proxy statement.
As described more fully in the Compensation Discussion and
Analysis section, our compensation philosophy and practices
seek to pay for performance and align shareholder and
executive interests.
Accordingly, we are asking our shareholders to indicate their
support for the compensation of our NEOs as disclosed in this
proxy statement by voting “FOR” the following resolution:
“RESOLVED, that the shareholders of AMH approve, on an
advisory basis, the compensation paid to the company’s
named executive officers, as disclosed in this proxy
statement for the Annual Meeting pursuant to Item 402 of
Regulation S-K, including the Compensation Discussion
and Analysis, the compensation tables and the narrative
discussion that accompanies the compensation tables.”
The vote on the compensation of our NEOs is advisory and non-
binding on the company. However, the Human Capital and
Compensation Committee, which is responsible for designing
and administering the company’s executive compensation
programs, will consider the outcome of the vote when making
future compensation decisions regarding our NEOs. We will
conduct the next advisory vote on executive compensation at the
2026 Annual Meeting of Shareholders.
2025 Proxy Statement |
57
Certain Relationships and Related
Party
Transactions
Related Party Transaction Approval
Policy and Procedures
We have adopted a written policy for the review and approval of
related party transactions requiring disclosure under Item 404(a)
of Regulation S-K. This policy provides that either the Audit
Committee or our full Board is responsible for reviewing and
approving or disapproving all interested transactions, meaning
any transaction, arrangement or relationship in which (1) the
amount involved may be expected to exceed $120,000 in any
fiscal year, (2) the company or one of our subsidiaries will be a
participant and (3) a related person has a direct or indirect
material interest. A related person is defined as an executive
officer, trustee or nominee for election as trustee, or a greater
than 5% beneficial owner of our common shares, or an
immediate family member of the foregoing. The policy may deem
certain interested transactions to be pre-approved. The Related
Party Transaction Policy is available at
www.amh.com
under
“Investor Relations”.
2024 Related Party Transactions
Mr. Corrigan’s brother-in-law, Tom Maloney, is an employee of
the company and received compensation during 2024 valued at
$256,000. Mr. Corrigan’s daughter, Kelly Corrigan, is an
employee of the company and received compensation during
2024 valued at $141,919. Other than the transactions described
in this section, which were each approved under the Related
Party Transaction Policy, we have not participated in any other
transactions with a related party since the beginning of 2024.
Delinquent Section 16(a) Reports
Our trustees, executive officers and persons who beneficially own more than 10% of our common stock must report their initial
ownership of our equity securities and any subsequent changes in that ownership to the SEC. The SEC has established specific due
dates for these reports, and we must disclose in this proxy statement any late filings during 2024. To our knowledge, based solely on
our review of the copies of such reports filed electronically with the SEC for 2024 and the written responses to annual trustees’ and
officers’ questionnaires that no other reports were required, all of these reports were timely filed during and with respect to 2024,
except for two late Form 4 filings for Brian Reitz, our Executive Vice President - Chief Accounting Officer. The first late filing reported
the grant of restricted share units in January 2024 and the second late filing related to purchases by Mr. Reitz under a dividend
reinvestment plan during 2022 and 2023. Both filings were late due to administrative errors and were subsequently reported in January
2024.
58
| AMH
General Information About the
Annual Meeting
Date, time and place of the Annual Meeting:
Th
e Annual
Meeting will be held on Wednesday, May 7, 2025 at 9:00 a.m.,
Pacific Time. The Annual Meeting will be held in virtual-only
format. You may attend the meeting virtually or by proxy. You will
be able to attend and participate in the virtual Annual Meeting,
vote your shares electronically and submit your questions during
the meeting by visiting:
www.virtualshareholdermeeting.com/
AMH2025
.
Purpose of this proxy solicitation:
We are providing these
proxy materials on behalf of the Board to ask for your vote and
to solicit your proxies for use at our Annual Meeting or any
adjournments or postponements thereof. We have delivered and
made these materials available to you on the Internet because
you were a shareholder as of March 14, 2025, the Record Date
fixed by the Board, and are therefore entitled to receive notice of
the Annual Meeting and to vote on matters presented at the
meeting.
Availability of proxy statement and annual report:
A
ll
shareholders receiving this proxy statement should have also
received a paper copy or access to an electronic copy of the
2024 Annual Report, which includes our Annual Report on Form
10-K for the year ended December 31, 2024.
Additional copies
are available at:
www.amh.com
under “Investor Relations.”
The company will furnish any shareholder with a paper copy
of the 2024 Annual Report on Form 10-K, excluding exhibits,
without charge, upon a written request to: Investor
Relations, AMH, 280 Pilot Road, Las Vegas, Nevada 89119.
Copies of exhibits will be provided at a copying charge of
$0.20 per page to reimburse us for a portion of the cost.
Who can vote:
Only shareholders of record at the close of
business on the Record Date of March 14, 2025 will be entitled
to vote at the Annual Meeting, or at any adjournment or
postponement of the Annual Meeting. On the Record Date,
approximately
369,525,121
of the company’s Class A common
shares and 635,075 Class B common shares were issued and
outstanding. Holders of Class A common shares and Class B
common shares vote together on the matters for the election of
trustees, ratification of the appointment of the company’s
independent registered public accounting firm and approval, on
an advisory basis, of the compensation of our NEOs. If your
shares are held in the name of a bank, broker, trustee or other
nominee, you may vote your shares at the virtual meeting only if
you obtain a legal proxy from your brokerage firm, bank or other
nominee.
Voting Rights:
Each holder of Class A common shares is
entitled to one vote per share. Our charter does not permit
cumulative voting.
Each holder of Class B common shares is entitled to fifty votes
per share. The Class B shares were issued when the company
was organized to provide voting rights to holders of non-voting
units in the company’s operating partnership corresponding with
their equity ownership. In connection with certain transactions
where 48,119,891 operating partnership units were issued for
the contribution of assets to the company, the Hughes Family
received 635,075 Class B shares at a ratio of one Class B share
for every 49 operating partnership units received and all Class B
shares are currently held by an affiliate of the Hughes Family, HF
LLC. At the option of HF LLC, the operating partnership units
may be converted into an equivalent number of Class A common
shares. To the extent HF LLC converts the operating partnership
units, the Class B common shares automatically convert into
Class A common shares on a one-for-one basis, which supports
alignment between the Hughes Family’s equity ownership and
their voting rights.
As of the Record Date for the Annual Meeting, including their
ownership of common shares and operating partnership units,
the Hughes Family owns
approximately 22.2% of the company
on a fully diluted basis. Including their Class B shares, the
Hughes Family holds approximately 19.1%
of the eligible votes
for the Annual Meeting, which is less than their ownership in the
company.
How votes are counted:
Provided that shareholders entitled to
cast at least a majority of all the votes entitled to be cast at the
Annual Meeting are present virtually or by proxy at the Annual
Meeting, each matter may be approved as follows:
•
Proposal 1 (Trustee Election)
– For the election of
trustees, the trustee nominees who receive an affirmative
majority of the votes cast (i.e., the number of votes cast
“for” a trustee nominee must exceed the number of votes
cast “against” that nominee) at the Annual Meeting will be
elected as trustees of the company. Common shares not
voted (whether by abstention, broker
non-vote
or otherwise)
will not affect the vote. Our charter does not permit
cumulative voting in the election of our trustees.
•
Proposal 2 (EY Ratification)
–
The affirmative vote of a
majority of the votes cast at the Annual Meeting by the
holders of our common shares is required to approve
Proposal 2. Common shares not voted (whether by
abstention or otherwise) will not affect the vote. For
purposes of the foregoing, a majority of the votes cast
means that the number of votes that are cast and are voted
“for” the resolution must exceed the number of votes that
are voted “against” the resolution.
2025 Proxy Statement |
59
•
Proposal 3 (Say-on-Pay)
– The advisory vote on
executive
compensation in Proposal 3 is non-binding, however, the
Human Capital and Compensation Committee will consider
and take into account the voting results in making future
executive compensation decisions. The affirmative vote of a
majority of the votes cast at the Annual Meeting by the
holders of our common shares is required to approve
Proposal 3. Common shares not voted (whether by
abstention, broker non-vote or otherwise) will not affect the
vote. For purposes of the foregoing, a majority of the votes
cast means that the number of votes that are cast and are
voted “for” the resolution must exceed the number of votes
that are voted “against” the resolution.
Trustee nominees who do not receive a majority of the
votes cast:
I
f a nominee who is currently serving as a trustee is
not re-elected, Maryland law provides that the trustee would
continue to serve on the Board as a “holdover” trustee.
Under our Corporate Governance Guidelines, each trustee
nominee who does not receive the required majority vote for
election must submit a resignation. The Nominating and
Corporate Governance Committee would then make a
recommendation to the Board about whether to accept or reject
the resignation or take other action. The Board would act on the
Nominating and Corporate Governance Committee’s
recommendation and publicly disclose its decision and rationale
within 90 days from the date the election results were certified. If
a trustee’s resignation is accepted by the Board, the Board may
fill the resulting vacancy or decrease the size of the Board as
provided in our bylaws.
How to vote:
If you attend the Annual Meeting:
Shares held in your name
as the shareholder of record may be voted at the virtual Annual
Meeting. Shares for which you are the beneficial owner but not
the shareholder of record may be voted at the virtual Annual
Meeting only if you obtain a legal proxy from the bank, broker,
trustee or nominee that holds your shares giving you the right to
vote the shares. Even if you plan to attend the Annual Meeting,
we recommend that you also vote by proxy as described below
so that your vote will be counted if you later decide not to attend
the Annual Meeting. Attendance at the Annual Meeting is limited
to shareholders (or their authorized representatives) as of March
14, 2025.
If you don’t attend the Annual Meeting:
Whether you hold
shares directly as the shareholder of record or through a bank,
broker, trustee or other nominee as the beneficial owner, you
may direct how your shares are voted without attending the
Annual Meeting. There are three ways to vote by proxy:
•
By Internet
– Shareholders may su
bmit votes over the
Internet by following the instructions on the proxy card or
voting instruction form. Internet voting is available 24 hours
a day until 11:59 p.m. Eastern Time on the day before the
Annual Meeting.
•
By Telephone
– If provided on your proxy card or voting
instruction form, you may submit votes over the telephone
by following the instructions on the proxy card or voting
instruction form. When voting, you will need to have
available the control number that appears on the card or
form. Telephone voting is available 24 hours a day until
11:59 p.m. Eastern Time on the day before the Annual
Meeting.
•
By Mail
– Shareholders may submit votes by mail by
completing, signing and dating the proxy card or voting
instruction form and mailing it in the accompanying pre-
addressed postage-paid envelope.
How proxies will be voted:
If
you grant a proxy and do not
revoke it before the applicable voting deadline, the persons
designated as proxies will vote the common shares represented
thereby, if any, in the manner specified.
If you are a
shareholder of record and grant a proxy but do not indicate
how your shares should be voted on a matter, the common
shares represented by your properly completed proxy will
be voted (1) “FOR” the election of each of the Board’s
eleven nominees for trustee, (2) “FOR” the ratification of the
appointment of EY as our independent registered public
accounting firm for fiscal year 2025, (3) “FOR” approval of
the compensation of our NEOs and (4) in the discretion of
the proxy holders on any other matter that may properly
come before the Annual Meeting.
If you hold shares through a broker or nominee and do not
provide the broker or nominee with specific voting instructions,
under the rules that govern brokers or nominees in such
circumstances, your broker or nominee will have the discretion
to vote such shares on routine matters, but not on non-routine
matters. As a result:
•
Your broker or nominee will not have the authority to
exercise discretion to vote such shares with respect to
Proposals 1 and 3 because NYSE rules treat these matters
as non-routine.
•
Your broker or nominee will have the authority to exercise
discretion to vote such shares with respect to Proposal 2
because the matter is treated as routine under the NYSE
rules.
Broker non-votes will not be counted as votes cast with respect
to any proposal and, as a result, will have no effect on the
outcome of the vote of any proposal.
Changing your vote:
You
may change your vote before the
vote at the Annual Meeting in accordance with the following
procedures. If you are the shareholder of record, you may
change your vote (1) by mailing a new proxy card or voting
instruction form bearing a later date (which automatically
revokes the earlier proxy), (2) by submitting a later dated vote
over the Internet or by telephone, (3) by providing a written
notice of revocation to the Secretary at AMH, 280 Pilot Road,
Las Vegas, Nevada 89119, prior to your shares being voted or
(4) by attending the Annual Meeting and voting virtually.
60
| AMH
Virtual attendance at the Annual Meeting alone will not cause
your previously granted proxy to be revoked unless you
specifically make that request. For shares you hold beneficially
in the name of a bank, broker, trustee or other nominee, you
may change your vote by submitting new voting instructions to
your bank, broker, trustee or nominee in accordance with their
instructions, or, if you have obtained a legal proxy from your
bank, broker, trustee or other nominee giving you the right to
vote your shares, by attending the meeting and voting virtually.
Quorum to conduct business at the Annual Meeting:
A
quorum is required to hold the Annual Meeting. The presence at
the Annual Meeting virtually or by proxy of shareholders entitled
to cast a majority of all the votes entitled to be cast at the Annual
Meeting is necessary to constitute a quorum for the transaction
of business. Abstentions and broker non-votes will be counted
as present and entitled to vote for purposes of determining
whether a quorum exists. A broker non-vote occurs with respect
to a proposal when a broker, trustee or other nominee has
discretionary authority to vote on one or more proposals to be
voted on at a meeting of shareholders but is not permitted to
vote on other proposals without instructions from the beneficial
owner and the beneficial owner fails to provide the nominee with
such instructions. If the shareholders present or represented by
proxy at the Annual Meeting represent less than a majority of all
the votes entitled to be cast at the Annual Meeting, the Annual
Meeting may be adjourned to a later date for the purpose of
obtaining a quorum.
If additional matters are presented at the meeting:
Other than
the items of business described in this proxy statement, we are
not aware of any other business to be acted upon at the Annual
Meeting. If you grant a proxy, the persons named as proxy
holders, Bryan Smith and Sara Vogt-Lowell, will have the
discretion to vote your shares on any additional matters properly
presented for a vote at the Annual Meeting. If any of our
nominees is not able to serve for any reason or for good cause
will not serve as a candidate for trustee, the persons named as
proxy holders will vote any shares represented by your proxy for
such other candidate or candidates as may be nominated by the
Board.
The inspector of elections:
The inspector of elections will be a
representative from Broadridge.
Contacting our transfer agent:
Please contact our transfer
agent at the phone number or address listed below, with
questions concerning shares, dividend checks, transfer of
ownership or other matters pertaining to your share account:
American Stock Transfer & Trust Company, Shareholder
Services, 6201 15th Avenue, Brooklyn, NY 11219, phone
number: (800) 937-5449 or (718) 921-8124.
Costs of this proxy solicitation:
We will pay the cost of
soliciting proxies. In addition to solicitation by mail, certain
trustees, officers and regular employees of the company and its
affiliates may solicit the return of proxies by telephone or
personal interview.
To the extent that our trustees, officers or other employees
participate in this solicitation, they will not receive any
compensation for their participation, other than their normal
compensation.
Deadlines for receipt of shareholder proposals:
Any
shareholder proposal (including nominations for trustee)
pursuant to SEC Rule 14a-8 intended to be presented at the
2026 Annual Meeting of Shareholders and included in the
company’s 2026 proxy statement must be received by us at our
executive offices no later than November 26, 2025. Any such
proposal should be sent to the attention of our Secretary at the
address noted below and must meet the requirements of the
SEC rules and our bylaws.
In addition, pursuant to the advance notice provision in the
company’s bylaws, notice of any proposal that a shareholder
wishes to propose for consideration at the 2026 Annual Meeting
of Shareholders (including nominations for trustee), but does not
seek to include in the company’s 2026 proxy statement, must be
delivered to the company no earlier than October 27, 2025 and
no later than 5:00 p.m., Pacific Time, on November 26, 2025 if
the shareholder wishes for the company to describe the nature
of the proposal in the company’s 2026 proxy statement as a
condition to exercising its discretionary authority to vote proxies
on the proposal. Any shareholder proposals or notices submitted
to the company for the 2026 Annual Meeting of Shareholders
should be addressed to: Secretary, AMH, 280 Pilot Road, Las
Vegas, Nevada 89119.
In addition to satisfying the foregoing advance notice
requirements under our bylaws, to comply with the universal
proxy rules under the Exchange Act shareholders who intend to
solicit proxies in support of trustee nominees other than the
company’s nominees must provide notice that sets forth the
information required by Rule 14a-19 under the Exchange Act.
Other Matters:
The Board knows of no other matters to be
presented for shareholder action at the Annual Meeting. If any
other matters are properly presented at the Annual Meeting for
action, the persons named in the accompanying proxy will vote
the common shares represented by the proxy in accordance with
their best judgment on such matters.
Householding:
If you sh
are an address with one or more other
shareholders, you may have received notification that you will
receive only a single copy of the 2024 Annual Report and proxy
statement for your entire household unless you have notified us
that you wish to continue receiving individual copies. This
practice, known as “householding,” is designed to reduce
printing and mailing costs. If you would like to revoke your
consent to “householding,” or if you are receiving multiple copies
at your address and would like to enroll in “householding,”
please submit your request to Secretary, AMH, 280 Pilot Road,
Las Vegas, Nevada 89119, or call us at (805) 413-5300. If you
own your shares in “street name,” please contact your broker,
bank, trustee or other intermediary to make your request.
AMERICAN HOMES 4 RENT
280 PILOT ROAD
LAS VEGAS, NV 89119
|
VOTE BY INTERNET
Before The Meeting
- Go to
www.proxyvote.com
or scan the QR Barcode
above
Use the Internet to transmit your voting instructions and for electronic delivery
of information. Vote by 11:59 p.m. Eastern Time on May 6, 2025. Have your
proxy card in hand when you access the web site and follow the instructions
to obtain your records and to create an electronic voting instruction form.
During The Meeting
- Go to
www.virtualshareholdermeeting.com/
AMH2025
You may attend the meeting via the Internet and vote during the meeting.
Have the information that is printed in the box marked by the arrow available
and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by
11:59 p.m. Eastern Time on May 6, 2025. Have your proxy card in hand when
you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid
envelope we have provided or return it to Vote Processing, c/o Broadridge, 51
Mercedes Way, Edgewood, NY 11717.
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
V36436-P07172
|
KEEP THIS PORTION FOR YOUR RECORDS
|
|
|
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
|
DETACH AND RETURN THIS PORTION ONLY
|
|
American Homes 4 Rent
|
|||||||||||||
|
The Board of Trustees recommends you vote FOR the following:
|
|||||||||||||
|
1.
|
Election of Trustees
|
||||||||||||
|
Nominees:
|
For
|
Against
|
Abstain
|
The Board of Trustees
recommends you vote FOR
proposals 2 and 3.
|
For
|
Against
|
Abstain
|
||||||
|
1a.
|
Matthew Hart
|
o
|
o
|
o
|
|||||||||
|
1b.
|
Bryan Smith
|
o
|
o
|
o
|
2.
|
Ratification of the
Appointment of Ernst & Young
LLP as American Homes 4
Rent’s Independent Registered
Public Accounting Firm for the
Fiscal Year Ending December
31, 2025.
|
o
|
o
|
o
|
||||
|
1c.
|
Douglas Benham
|
o
|
o
|
o
|
|||||||||
|
1d.
|
Jack Corrigan
|
o
|
o
|
o
|
|||||||||
|
1e.
|
David Goldberg
|
o
|
o
|
o
|
|||||||||
|
1f.
|
Tamara Gustavson
|
o
|
o
|
o
|
|||||||||
|
1g.
|
Michelle Kerrick
|
o
|
o
|
o
|
3.
|
Advisory Vote to Approve
American Homes 4 Rent’s
Named Executive Officer
Compensation.
|
o
|
o
|
o
|
||||
|
1h.
|
Lynn Swann
|
o
|
o
|
o
|
|||||||||
|
1i.
|
Winifred Webb
|
o
|
o
|
o
|
|||||||||
|
1j.
|
Jay Willoughby
|
o
|
o
|
o
|
NOTE:
In their discretion, the proxies may vote upon such other
matters as may properly come before the meeting or any
adjournment or postponement thereof.
|
||||||||
|
1k.
|
Matthew Zaist
|
o
|
o
|
o
|
|||||||||
|
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give
full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full
corporate or partnership name by authorized officer.
|
|||||||||||||
|
Signature [PLEASE SIGN WITHIN BOX]
|
Date
|
Signature (Joint Owners)
|
Date
|
||||||||||
Important
Notice Regarding the Availability of Proxy Materials for the Annual Meeting
to be Held on May 7, 2025:
The Notice of Meeting, Proxy Statement and Annual Report are available at www.proxyvote.com.
|
V36437-P07172
|
AMERICAN HOMES 4 RENT
Annual Meeting of Shareholders
May 7, 2025 9:00 AM PT
This proxy is solicited by the Board of Trustees
The shareholder(s) hereby appoint(s) Bryan Smith and Sara Vogt-Lowell, or either of them, as proxies, each
with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as
designated on the reverse side of this ballot, all of the common shares of AMERICAN HOMES 4 RENT that the
shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held online at 9:00 AM
Pacific Time on May 7, 2025, at
www.virtualshareholdermeeting.com/AMH2025
, and any adjournment or
postponement thereof. In their discretion, the proxies are authorized to vote upon such other matters as may
properly come before the meeting.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is
made, this proxy will be voted for the election of all nominees listed on the reverse side and in favor of
proposals 2 and 3.
Continued and to be signed on reverse side
|
TABLE OF CONTENTS
2024 Business HighlightsAnnual Meeting InformationMeeting InformationHow to Cast Your VoteUnanimous Recommendations of the BoardVirtual Meeting MattersProposal 1: Election of TrusteesWho We AreBiographical Information About Our Trustee NomineesGovernance FrameworkHow We Are Selected, Elected, Evaluated and RefreshedHow We Are OrganizedHow We Govern and Are GovernedRisk AreasHow We Are PaidProposal 2: Ratification of Independent Registered Public Accounting FirmAudit Committee ReportPrincipal ShareholdersExecutive Officer Share Ownership and Other Compensation PoliciesExecutive OfficersExecutive CompensationCompensation Discussion and Analysis2024 Say-on-Pay Vote Results and Shareholder Engagement2024 Compensation OverviewCompensation Philosophy, Objectives and GovernanceElements of Executive Officer Compensation2024 Compensation DecisionsCommittee Assessment of Achievement of 2024 Goals2025 Compensation OutlookHuman Capital and Compensation Committee ReportSummary Compensation TableGrants of Plan Based AwardsOutstanding Equity Awards at Fiscal Year EndOption Exercises and Stock Vested in 2024Potential Payments Upon Termination or Change in ControlCEO Pay RatioPay Versus Performance TablesProposal 3: Advisory Vote to Approve Compensation of Named Executive OfficersGeneral Information About the Annual Meeting