DEF 14A of UDR, Inc.
Filed Apr 4, 2024 · FY20230000074208-24-000029
Our Existing Board
Our Existing Board
Our Existing Board
| | | | | | | | | Katherine A. Cattanach Former General Partner of INVESCO Private Capital, Inc. | | Jon A. Grove Former Chairman, President and Chief Executive Officer of ASR Investments Corporation | | Mary Ann King Co-Head of Berkadia Institutional Solutions | | Independent Tenure: 18 years Other Current Public Company Boards: 0 Committee(s): AC, GC (Chair), NC | | Independent Tenure: 26 years Other Current Public Company Boards: 0 Committee(s): CC | | Independent Tenure: 9 years Other Current Public Company Boards: 0 Committee(s): CC, GC | |
Our Existing Board
| | | | | | | | | James D. Klingbeil Chairman and CEO of Klingbeil Capital Management and The Klingbeil Company | | Clint D. McDonnough Managing Partner of McDonnough Consulting LLC; Former Office Managing Partner for Ernst & Young LLP’s Dallas office | | Robert A. McNamara Former Group Chief Risk Officer of Lend Lease Corporation | | Lead Independent Director Tenure: 26 years Other Current Public Company Boards: 0 Committee(s): NC (Chair), EC (Chair) | | Independent Tenure: 8 years Other Current Public Company Boards: 0 Committee(s): AC, EC | | Independent Tenure: 10 years Other Current Public Company Boards: 1 Committee(s): CC (Chair), GC, NC | |
Our Existing Board
| | | | | | | | | Diane M. Morefield Former Executive Vice President, Chief Financial Officer of CyrusOne | | Kevin C. Nickelberry Managing Director and Co-Head of the Elevate Strategy at GCM Grosvenor | | Mark R. Patterson President of MRP Holdings LLC | | Independent Tenure: 4 years Other Current Public Company Boards: 1 Committee(s): AC (Chair), GC, NC | | Independent Tenure: 3 years Other Current Public Company Boards: 0 Committee(s): AC, GC | | Independent Tenure: 10 years Other Current Public Company Boards: 3 Committee(s): CC | |
Our Existing Board
| AC = Audit and Risk Management Committee CC = Compensation and Management Development Committee GC = Governance Committee NC = Nominating Committee EC = Executive Committee | | | | | | Thomas W. Toomey Chairman and CEO of UDR, Inc. | | | Tenure: 23 years Other Current Public Company Boards: 0 Committee(s): EC | |
Our Existing Board
| 2024 Proxy Statement | | 17 |
Diversity Matrix
Diversity Matrix
Diversity Matrix
| | Cattanach | Grove | King | Klingbeil | McDonnough | McNamara | Morefield | Nickelberry | Patterson | Toomey | | Board Tenure | | | | | | | | | | | | Completed Years | 18 | 26 | 9 | 26 | 8 | 10 | 4 | 3 | 10 | 23 | | Gender | | | | | | | | | | | | Male | | ● | | ● | ● | ● | | ● | ● | ● | | Female | ● | | ● | | | | ● | | | | | Race/Ethnicity | | | | | | | | | | | | African American/Black | | | | | | | | ● | | | | White/Caucasian | ● | ● | ● | ● | ● | ● | ● | | ● | ● |
Diversity Matrix
Selection of Directors At UDR, we believe that diversity of background and perspective is an important attribute of a well-functioning board. Collectively, the members of our board standing for election embody a range of viewpoints, backgrounds and expertise. Currently, 30% of the members of our board are women and 40% of the members of our board are diverse. All recent board searches have included ethnically diverse candidates (utilizing search firms with specific expertise with underrepresented groups) and, consistent with our other company initiatives, we adopted a “Rooney Rule” for all board searches. The diversity of our board will continue to be a point of focus in connection with board refreshment efforts.
Diversity Matrix
| 2024 Proxy Statement | | 26 |
Diversity Matrix
Director Biographies
Diversity Matrix
| INDEPENDENT Age: 79 Director Since: 2006 Committee Membership: Governance (Chair), Audit, Nominating | Katherine A. Cattanach, Ph.D. PROFESSIONAL EXPERIENCE ● Former General Partner of INVESCO Private Capital, Inc. (formerly Sovereign Financial Services, Inc., of which Dr. Cattanach was CEO), a company specializing in private equity investments, from 1987 to 2005. ● Former Secretary and a member of the Board of Trustees of Great Outdoors Colorado. She is active in, and serves as a member of, numerous charitable organizations. ● Member of the Board of Directors and chair of the audit committee of Empower Trust Company. ● Extensive civic leadership, including the Colorado Commission on Higher Education, the Governing Board for the Colorado State University System, the Foundation for Metropolitan State College, the Board of Trustees for the Colorado Chapter of the Nature Conservancy and the Board of Trustees for the Yellowstone Association. ● From 2005 to March 2006, she served as a director of Collect America, Ltd. ● Has served as a member of several corporate boards and board committees and on several partnership advisory boards. ● Ph.D. in Finance and has served on the faculty of the College of Business at the University of Denver and as an Associate Professor of Finance at the University of Denver’s Graduate School of Business. | | SKILLS AND QUALIFICATIONS Dr. Cattanach brings to the board (1) corporate governance experience, (2) C-Suite level management experience, (3) civic leadership from her numerous philanthropic activities, and (4) capital markets, risk assessment and financial literacy. ● Current or Former CEO ● Current or Former Public Company Officer ● Strategic Oversight ● Stockholder Advocacy ● Corporate Governance ● Real Estate Experience ● Financial Expertise ● Risk Assessment and Management | |
Diversity Matrix
| 2024 Proxy Statement | | 27 |
Diversity Matrix
| INDEPENDENT Age: 79 Director Since: 1998 Committee Membership: Compensation | Jon A. Grove PROFESSIONAL EXPERIENCE ● Former Chairman, President and Chief Executive Officer of ASR Investments Corporation from its organization in 1987 until our acquisition of ASR in 1998. ● Former Chairman and director of American Southwest Holdings, LLC and SecurNet Mortgage Securities LLC. ● Longtime executive of multifamily companies and investor in multifamily REITs. | | SKILLS AND QUALIFICATIONS Mr. Grove brings to the board (1) C-Suite level management experience, (2) property management and operations expertise that helps to drive value creation through our expanding array of operating platform initiatives, (3) strategic oversight, (4) stakeholder advocacy, and (5) capital markets and financial literacy. ● Current or Former CEO ● Strategic Oversight ● Stockholder Advocacy ● Corporate Governance ● Real Estate Experience ● Financial Expertise ● Risk Assessment and Management | |
Diversity Matrix
| 2024 Proxy Statement | | 28 |
Diversity Matrix
| Ary | | | INDEPENDENT Age: 71 Director Since: 2015 Committee Membership: Compensation, Governance | Mary Ann King PROFESSIONAL EXPERIENCE ● Co-Head of Berkadia Institutional Solutions for Berkadia, a privately held commercial real estate firm that provides clients with a suite of services that includes investment sales and mortgage banking. ● Former Co-Chairman of Moran & Company, a real estate brokerage firm focusing exclusively on multifamily assets and mixed-use assets with significant multifamily components, whose investment sales operations were purchased by Berkadia in January of 2021. ● Over the Rainbow Association – Member of the Board of Directors, Member of the Executive Committee and Development Committee and Member and Chairman of the Association’s LIFE Fund. ● Member of the Advisory Board of Sack Properties. ● Full Member of ULI and Member of MFC-Blue Product Council; former Trustee from 2012-2015 and former Product Council Counselor for all four Multifamily Product Councils. ● Member of the Executive Committee of the National Multi Housing, Chairperson from 2006 to 2008, and served on the leadership team from 2000 to 2008. | | SKILLS AND QUALIFICATIONS Ms. King brings to the board (1) extensive real estate experience across a variety of property sectors, in particular multifamily, (2) C-Suite level management experience, (3) corporate governance experience, (4) technology, cybersecurity, and innovation, and (5) financial literacy. ● Construction and Development Expertise ● Strategic Oversight ● Stockholder Advocacy ● Corporate Governance ● Real Estate Experience ● Financial Expertise ● Risk Assessment and Management | |
Diversity Matrix
| 2024 Proxy Statement | | 29 |
Diversity Matrix
| Ary | | | LEAD INDEPENDENT DIRECTOR Age: 88 Director Since: 1998 Committee Membership: Executive (Chair), Nominating (Chair) | James D. Klingbeil PROFESSIONAL EXPERIENCE ● Lead Independent Director since January 2018. ● Chairman of the Board of Directors from March 2010 to December 2017 and Vice Chairman of the Board from October 2000 until March 2010. ● Chairman of Klingbeil Capital Management and The Klingbeil Company, both of which acquire, develop and operate multifamily assets. ● Chairman and Chief Executive Officer of American Apartment Communities II from 1995 until its merger with the Company in December of 1998. ● Currently serves as a director of numerous private companies and on the Board of Trustees of The Ohio State University. He is also the past Chairman and a lifetime member of the Board of Trustees of the Urban Land Institute and a member of the ULI Foundation Board. | | SKILLS AND QUALIFICATIONS Mr. Klingbeil brings to the board (1) over 60 years of experience in building, acquiring, managing, and selling multifamily communities, which help drive value across UDR’s development, investment, and operating activities, (2) corporate governance experience, (3) capital markets expertise, and (4) accounting and financial literacy. ● Current or Former CEO ● Construction and Development Expertise ● Strategic Oversight ● Stockholder Advocacy ● Corporate Governance ● Real Estate Experience ● Financial Expertise ● Risk Assessment and Management | |
Diversity Matrix
| 2024 Proxy Statement | | 30 |
Diversity Matrix
| Ary | | | INDEPENDENT Age: 68 Director Since: 2016 Committee Membership: Audit, Executive | Clint D. McDonnough PROFESSIONAL EXPERIENCE ● Managing Partner of McDonnough Consulting LLC, a consulting firm, since May 2016. ● Served 38 years for Ernst & Young LLP before retiring in June, 2015. ● Former Office Managing Partner for the Dallas, Texas, office of Ernst & Young LLP, responsible for day-to-day practice operations. ● Prior to serving as the Office Managing Partner, Mr. McDonnough was the firm’s Managing Partner of Assurance & Advisory Business Services for the Southwest Area practice. He also served as Ernst & Young’s National Director of Real Estate Advisory Services. ● Mr. McDonnough previously served on the Board of Directors of Forterra (Nasdaq), a manufacturer of water and drainage pipe and products, and previously served on the Board of Directors of Orix USA, a diversified financial services company. ● Currently a board member of the Dallas City Council. ● Active in, and previously served on the boards of, several charitable, civic and educational organizations. | | SKILLS AND QUALIFICATIONS Mr. McDonnough brings to the board (1) extensive accounting expertise and experience as well as financial literacy, (2) real estate industry experience, (3) technology, cybersecurity, and innovation experience and (4) corporate governance expertise. ● Strategic Oversight ● Stockholder Advocacy ● Corporate Governance ● Real Estate Experience ● Financial Expertise ● Risk Assessment and Management | |
Diversity Matrix
| 2024 Proxy Statement | | 31 |
Diversity Matrix
| Ary | | | INDEPENDENT Age: 70 Director Since: 2014 Committee Membership: Compensation (Chair), Governance, Nominating | Robert A. McNamara PROFESSIONAL EXPERIENCE ● Former Group Chief Risk Officer of Lend Lease Corporation (ASX), an international property and infrastructure firm from 2014 to 2017. ● Former Chief Executive Officer Americas of Lend Lease Corporation (ASX) from 2010 to 2014. ● Former Chairman and Chief Executive Officer of Penhall/LVI International, an environmental remediation, concrete services and infrastructure repair firm, from 2006 to 2010. ● Mr. McNamara held various positions at Fluor Corporation, a global engineering and construction company, from 1996 to 2006, including Senior Executive and Group President. ● Mr. McNamara began his career at Marshall Contractors, Inc., a general contractor, where he held various positions from 1978 to 1996, including President and Chief Operating Officer. ● Member of the Board of Directors of Jacobs Solutions Inc. (f/k/a Jacobs Engineering Group, Inc.) (NYSE), a provider of technical, professional and construction services, and serves on the Audit Committee and as chair of the ESG and Risk Committee for Jacobs. ● Former board member of several privately-held firms. ● Mr. McNamara has also served on the board of the US China Business Council and as Chairman for the Construction Industry Institute’s Technology Implementation Task Force. | | SKILLS AND QUALIFICATIONS Mr. McNamara brings to the board (1) corporate governance experience, (2) development and construction experience, (3) ESG knowledge and oversight, (4) C-Suite level management experience, (5) capital markets, accounting and financial literacy, and (6) expertise in new technologies, cybersecurity, and innovation. ● Current or Former CEO ● Current or Former Public Company Officer ● Construction and Development Expertise ● Strategic Oversight ● Stockholder Advocacy ● Corporate Governance ● Real Estate Experience ● Financial Expertise ● Risk Assessment and Management | |
Diversity Matrix
| 2024 Proxy Statement | | 32 |
Diversity Matrix
| Ary | | | INDEPENDENT Age: 65 Director Since: 2020 Committee Membership: Audit (Chair), Governance, Nominating | Diane M. Morefield PROFESSIONAL EXPERIENCE ● Former Executive Vice President and Chief Financial Officer of CyrusOne, a publicly traded global datacenter REIT, from 2016 through 2020. ● Responsible for CyrusOne’s accounting, finance, capital markets, tax, procurement and investor relations. ● Served on the executive leadership team that set strategy and oversaw the global expansion. ● Former Executive Vice President and Chief Financial Officer of Strategic Hotels & Resorts, a publicly traded hotel REIT, from 2010 to 2015. ● Served as Senior Vice President Operations of Equity Office and Chief Financial Officer of Equity International for 12 years. ● Currently serves on the Board of Directors and audit committee of Copart Inc. (NASDAQ) and the Board of Directors and audit committee of Link Logistics Real Estate. ● Served on the Board of Directors and audit committee of Spirit Realty Capital, Inc. (NYSE) and on several other advisory and non-public boards. ● Earned her BS in Accountancy from the University of Illinois and is a CPA. ● Earned her MBA from the University of Chicago Booth School of Business. | | SKILLS AND QUALIFICATIONS Ms. Morefield brings to the board (1) extensive real estate and capital market experience, (2) corporate governance experience, (3) C-Suite level management, and (4) accounting and financial literacy. ● Current or Former Public Company Officer ● Professional Certification ● Strategic Oversight ● Stockholder Advocacy ● Corporate Governance ● Real Estate Experience ● Financial Expertise ● Risk Assessment and Management | |
Diversity Matrix
| 2024 Proxy Statement | | 33 |
Diversity Matrix
| Ary | | | INDEPENDENT Age: 53 Director Since: 2021 Committee Membership: Audit, Governance | Kevin C. Nickelberry PROFESSIONAL EXPERIENCE ● Currently Managing Director and Co-Head of the Elevate Strategy at GCM Grosvenor, a global investment and advisory firm. ● Former Managing Director and Co-Head of Private Equity Co-Investments at GCM Grosvenor. ● Former Managing Director in the private equity group and a member of the Investment Committee at Investcorp International from 2003 to 2020. ● From 1998 to 2003 executed growth equity and leverage buyout investments at J.P. Morgan Partners. ● Began his career in the investment banking division at Goldman Sachs & Co from 1993 to 1996. ● Previously a board member at a number of private companies. ● Current member of the Board of Directors of the Northside Center for Child Development in New York City. ● Earned his Master’s in Business Administration from Harvard University’s Graduate School of Business Administration. ● Earned his Bachelor of Arts in Business Administration from Morehouse College. | | SKILLS AND QUALIFICATIONS Mr. Nickelberry brings to the board (1) corporate governance expertise, (2) strategic oversight, having assisted multiple management teams in the formulation and execution of strategic plans as an investor and director, (3) capital market expertise, (4) accounting and financial literacy, and (5) technology, cybersecurity, and innovation expertise. ● Professional Experience ● Private equity origination, execution and post-acquisition experience ● Strategic Oversight ● Stockholder Advocacy ● Corporate Governance ● Financial Expertise ● Risk Assessment and Management | |
Diversity Matrix
| 2024 Proxy Statement | | 34 |
Diversity Matrix
| Ary | | | INDEPENDENT Age: 63 Director Since: 2014 Committee Membership: Compensation | Mark R. Patterson PROFESSIONAL EXPERIENCE ● Currently a real estate consultant and financial advisor and is a director and President of MRP Holdings LLC. ● Former Chairman and Chief Executive Officer of Boomerang Systems, Inc., a manufacturer of fully automated, robotic parking systems. In August 2015, Boomerang Systems, Inc. filed for bankruptcy under Chapter 11 of the US Bankruptcy Code. ● Former Managing Director and the Head of Real Estate Global Principal Investments at Merrill Lynch. ● Spent 16 years at Citigroup, where he was the Global Head of Real Estate Investment Banking since 1996. ● Serves as Chair of the Board of Directors, and a member of the governance, compensation and investment committees of Americold Realty Trust, a cold storage REIT, member of the governance committee of Paramount Group, Inc., an office REIT, and a member of the Board of Directors and a member of the compensation and nominating and governance committees of Digital Realty Trust, a data center REIT. ● Served on the Board of Directors of General Growth Properties between 2011 and 2017. ● Serves as a Senior Advisor to Rockefeller Capital Management, as an Advisory Director for Investcorp International, Inc. and as an Advisory Director to Energy Impact Partners. | | SKILLS AND QUALIFICATIONS Mr. Patterson brings to the board (1) extensive corporate governance experience, (2) a strong background in capital markets and real estate finance, (3) human capital management experience, (4) expertise in new technologies and innovation, and (5) C-Suite level management experience. ● Current or Former CEO ● Current or Former Public Company Officer ● Strategic Oversight ● Stockholder Advocacy ● Corporate Governance ● Real Estate Experience ● Financial Expertise ● Risk Assessment and Management | |
Diversity Matrix
| 2024 Proxy Statement | | 35 |
Diversity Matrix
| CHAIRMAN OF THE BOARD Age: 63 Director Since: 2001 Committee Membership: Executive | Thomas W. Toomey PROFESSIONAL EXPERIENCE ● Chairman and Chief Executive Officer of UDR, Inc., a $20 billion (as of December 31, 2023), S&P 500 company, having served as Chief Executive Officer and a member of the board since joining the Company in 2001. Mr. Toomey also served as President of the Company from 2001 to 2019. ● Over his tenure, Mr. Toomey has been instrumental in repositioning UDR’s portfolio including the acquisition and disposition of approximately $22 billion in multifamily communities and development of over $5 billion in multifamily communities leading to an above average return of 11% for UDR’s shareholders. As of December 2023, UDR owned or had an ownership interest in 60,336 apartment homes in select markets across the U.S. ● As a leader in the real estate industry, Mr. Toomey is a Trustee and a past Global Chair of the Urban Land Institute (ULI), a Board member of the ULI Foundation, a past member of the Board of Governors of the National Association of Real Estate Investment Trusts (NAREIT), on the Executive Committee of the National Multi Housing Council (NMHC), a member of The Real Estate Roundtable and is past Chair and a former Trustee of the Oregon State University Foundation. ● Mr. Toomey served on the board of directors of The Ryland Group, Inc. (NYSE), a home builder, from December 2013 until its merger with Standard Pacific in October 2015. ● Prior to heading UDR, Mr. Toomey held various senior positions, including Chief Operating Officer and Chief Financial Officer, with AIMCO (NYSE), a multifamily REIT peer, which in 2020 underwent a separation and became two public companies, Apartment Income REIT Corp. and AIMCO. At AIMCO, Mr. Toomey was instrumental in transforming the company into the largest apartment owner in the U.S., growing its portfolio ten-fold over his tenure. ● Prior to AIMCO, Mr. Toomey served as a Senior Vice President with Lincoln Property Company, a multifaceted, national real estate firm, for five years. | | SKILLS AND QUALIFICATIONS Mr. Toomey brings to the board (1) extensive C-Suite level management experience within the multifamily industry, (2) capital markets experience, (3) development experience, (4) stakeholder advocacy, (5) accounting and financial literacy, and (6) technology, cybersecurity, and innovation. ● Current or Former CEO ● Current or Former Public Company Officer ● Construction and Development Expertise ● Strategic Oversight ● Stockholder Advocacy ● Corporate Governance ● Real Estate Experience ● Financial Expertise ● Risk Assessment and Management | |
Diversity Matrix
| 2024 Proxy Statement | | 36 |
Diversity Matrix
Board Refreshment and Succession Planning
Board Diversity Policy
Board Diversity Policy The board believes its effectiveness is enhanced by being comprised of individuals with diverse backgrounds, skills and experience that are relevant to the role of the board and the needs of our business as well as diversity with respect to gender and ethnicity. In our Code of Business Conduct and Ethics, we describe diversity as embracing the following characteristics with respect to the Company as a whole, including our board: age, race, gender, nationality, physical ability, culture, religion, marital status, sexual orientation, experience and perspective. In 2020, consistent with its overall views with respect to diversity and in order to formalize our practice, the board enhanced our Statement on Corporate Governance and the Charter of our Nominating Committee by amending such documents to adopt a “Rooney Rule” specifically requiring that diverse candidates, based on gender and ethnicity, be included in the initial pool for any external search for director candidates or for any external search for a Chief Executive Officer. In addition, any search firm used for conducting searches is required to include such candidates in its initial pool of candidates. Since 2019, we have hired search firms with specific experience in identifying candidates from underrepresented groups in connection with searches for board candidates. All recent searches for potential board members have included, and future searches will include, diverse candidates as the diversity of our board will remain a focus in connection with board refreshment efforts. The board, through the Nominating Committee and in consultation with our CEO, will regularly review the changing needs of the business and the skills and experience of its board members with the intention that the board will be periodically “renewed” as certain directors rotate off and new directors are recruited. The board’s commitment to diversity and renewal will be tempered by the need to balance change with continuity and experience. The board believes that its commitment in this regard has been effective in establishing a board that consists of members with diverse backgrounds, skills and experience that are relevant to the role of the board and the needs of the business. The board will continue to monitor the effectiveness of these efforts as part of its periodic self-assessment process.
Succession, Identification and Selection of Nominees for Directors
Succession, Identification and Selection of Nominees for Directors Part of our approach to board refreshment is to have a mix of experience on the board tied to our strategic plans. We try to have roughly one-third of our board members consist of directors that have served through a number of our strategic plans, roughly one-third that has only been involved in zero to two strategic plans, and roughly one-third in the middle. The intent of this approach is to be able to get the benefit of experience with our company and our strategic planning as well as the benefit of new ideas and perspectives.
Succession, Identification and Selection of Nominees for Directors
| 2024 Proxy Statement | | 37 |
Succession, Identification and Selection of Nominees for Directors
Our Nominating Committee works closely with our Chairman and CEO and Lead Independent Director (who currently serves as Chairman of the Nominating Committee) in recommending to the board criteria for open board positions, taking into account such factors as the Nominating Committee deems important, including, among others, the current composition of the board (including tenure on the board), the range of talents, experiences, expertise and skills that would complement those already represented on the board and those that would help achieve the Company’s current and future goals as set forth in our strategic plan and our Overboarding Policy. The recommendations are then discussed by the board. In evaluating a nominee, the board, acting through our Nominating Committee, will consider, among other things, whether a potential director nominee has the time available, in light of other business and personal commitments, to perform the responsibilities required for effective service on the board. The Nominating Committee considers candidates that are suggested by members of the board, as well as management, our shareholders, and any director search firm retained by the board or the Nominating Committee using the same criteria to evaluate all candidates. Once a potential director nominee has been identified, the Nominating Committee, in consultation with the Chairman and CEO and Lead Independent Director, will evaluate the prospective nominee against the specific criteria that has been established, as well as the standards and qualifications contained in our Statement on Corporate Governance. If it is determined based upon a preliminary review that a candidate warrants further consideration, members of the board, as appropriate, will interview the prospective nominee. After completing this evaluation and interview process, the board makes the final determination as to whether to nominate or appoint the new director.
2023 Director Compensation Program
2023 Director Compensation Program For 2023 there were no changes from 2022 to the independent director compensation program.
2023 Director Compensation Program
| Retainer Each independent director receives an annual retainer fee of $80,000 ($120,000 for the Lead Independent Director). The chairpersons of each of the Audit, Compensation, and Governance Committees also receive an annual retainer fee of $15,000. These fees were paid in January 2023. The independent directors can elect to receive their 2023 annual retainer in cash, stock, stock options, Class 1 LTIP Units, Class 1 Performance LTIP Units, or a combination of cash, stock, stock options, Class 1 LTIP Units or Class 1 Performance LTIP Units. | Equity Grant Each independent director also receives a grant of $200,000 ($230,000 for the Lead Independent Director) in value in the form of shares of restricted stock, stock options, Class 1 LTIP Units, and/or Class 1 Performance LTIP Units. |
2023 Director Compensation Program
For those independent directors who elected to receive restricted stock, the restricted stock was priced at $38.59 per share, which was the closing sales price of our common stock on January 3, 2023, the date of grant. The shares of restricted stock vested on January 3, 2024. The independent directors receiving restricted stock are entitled to receive dividends during the vesting period; however, any unvested shares at the end of the one-year vesting period will be returned to us and cancelled. No independent directors elected to receive stock options. For those independent directors who elected to receive Class 1 LTIP Units, the Class 1 LTIP Units were priced at $38.59 per unit, which was the closing sales price of our common stock on January 3, 2023, the date of grant. The Class 1 LTIP Units vested on January 3, 2024. The independent directors receiving Class 1 LTIP Units are entitled to receive distributions during the vesting period; however, any unvested Class 1 LTIP Units at the end of the one-year vesting period will be returned to us and cancelled. For those independent directors who elected to receive Class 1 Performance LTIP Units, the Class 1 Performance LTIP Units were priced at $8.21 per unit, which was the fair value of a Class 1 Performance LTIP Unit on January 3, 2023, the date of grant. The Class 1 Performance LTIP Units have a strike price of $38.59 per unit, the closing sales price of our common stock on January 3, 2023, the date of grant. The Class 1 Performance LTIP Units vested on January 3, 2024. The independent directors receiving Class 1 Performance LTIP Units are entitled to receive distributions during the vesting period; however, any unvested Class 1 Performance LTIP Units at the end of the one-year vesting period will be returned to us and cancelled. Directors who are also employees of the Company receive no additional compensation for service as a director. All independent directors are reimbursed for expenses incurred in connection with attending a board meeting or committee meeting in accordance with our Director Expense Reimbursement Policy.
2024 Director Compensation Program
2024 Director Compensation Program There were no changes to the independent director compensation program from 2023.
2024 Director Compensation Program
| 2024 Proxy Statement | | 58 |
Director Compensation Table
Director Compensation Table The following table provides information concerning the compensation of our directors for fiscal 2023.
Director Compensation Table
| | Fees | | | | | | | | | Earned | | | Non-Equity | Nonqualified | | | | | or Paid in | Stock | Option | Incentive Plan | Deferred | All Other | | | | Cash | Awards | Awards | Compensation | Compensation | Compensation | Total | | Name | ($) | ($) | ($) | ($) | Earnings | ($) | ($) | | (a) | (b) | (c)(1)(2)(5) | (d)(1)(2)(5) | (e) | (f) | (g)(3) | (h) | | Katherine A. Cattanach(4) | 95,000 | 172,910 | -0- | -0- | -0- | 9,136 | 277,046 | | Jon A. Grove(4) | 80,000 | 187,383 | -0- | -0- | -0- | 1,119 | 268,502 | | Mary Ann King(4) | 80,000 | 187,383 | -0- | -0- | -0- | 1,119 | 268,502 | | James D. Klingbeil(4) | 120,000 | 214,227 | -0- | -0- | -0- | 1,398 | 335,625 | | Clint D. McDonnough(4) | 80,000 | 187,383 | -0- | -0- | -0- | 1,119 | 268,502 | | Robert A. McNamara | 95,000 | 195,478 | -0- | -0- | -0- | 4,649 | 295,127 | | Diane M. Morefield | 95,000 | 174,823 | -0- | -0- | -0- | 8,500 | 278,323 | | Kevin C. Nickelberry(4) | 80,000 | 164,745 | -0- | -0- | -0- | 11,900 | 256,645 | | Mark R. Patterson | 80,000 | 190,990 | -0- | -0- | -0- | 799 | 271,789 | | Thomas W. Toomey(5) | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
Director Compensation Table
| (1) The dollar amount reflected in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of a grant of shares of restricted stock, stock options, Class 1 LTIP Units or Class 1 Performance LTIP Units, which vested on the first anniversary date of the grant, as discussed below under “Director Compensation Table Discussion.” For those independent directors who elected to receive restricted stock, the amount of restricted stock was 5,183 shares (5,960 shares for an independent Chairman of the Board), which was priced at $38.59 per share, which was the closing sales price of our common stock on January 3, 2023, the date of grant. For those independent directors who elected to receive stock options, the number of shares to which such options related was 22,701 (26,107 for an independent Chairman of the Board), which was priced at $8.81 per option, which was the fair value on January 3, 2023, the date of grant, with an exercise price of $38.59 per share. For those independent directors who elected to receive Class 1 LTIP Units, the amount was 5,183 units (5,960 units for an independent Chairman of the Board), which was priced at $38.59 per unit, which was the closing sales price of our common stock on January 3, 2023, the date of grant. For those independent directors who elected to receive Class 1 Performance LTIP Units, the amount was 24,361 units (28,015 units for an independent Chairman of the Board), which was priced at $8.21 per unit, which was the fair value on January 3, 2023, the date of grant, with a strike price of $38.59 per unit upon exercise. |
Director Compensation Table
| (2) The following table sets forth the unvested restricted stock awards, option awards, Class 1 LTIP Unit awards, and Class 1 Performance LTIP Unit awards outstanding as of December 31, 2023, for each of our independent directors. Mr. Toomey’s holdings are set forth under the heading “Executive Compensation” in this proxy statement. The restrictions relating to these awards are described in more detail below under the heading “Director Compensation Table Discussion — 2023 Director Compensation Program.” |
Director Compensation Table
| | Restricted Stock | LTIP Unit or Performance | Option Awards | | Director | Awards Outstanding* | Unit Awards Outstanding* | Outstanding* | | Katherine A. Cattanach | -0- | 5,571 | -0- | | Jon A. Grove | -0- | 34,105 | -0- | | Mary Ann King | -0- | 34,105 | -0- | | James D. Klingbeil | -0- | 42,631 | -0- | | Clint D. McDonnough | -0- | 34,105 | -0- | | Robert A. McNamara | 2,591 | 12,180 | -0- | | Diane M. Morefield | -0- | 5,183 | -0- | | Kevin C. Nickelberry | -0- | 7,256 | -0- | | Mark R. Patterson | -0- | 24,361 | -0- |
Director Compensation Table
* Restricted Stock, LTIP Unit, Performance Unit, or Option awards that were granted on January 2, 2024, pursuant to our 2024 independent director compensation program are not included in this table.
Director Compensation Table
| (3) The dollar amount in this column includes dividends on all outstanding stock awards. |
Director Compensation Table
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Director Compensation Table
| (4) These directors elected to receive all or some of their cash portion of the fees in Class 1 LTIP Units and/or Class 1 Performance LTIP Units, as follows: Ms. Cattanach received 389 Class 1 LTIP Units, Mr. Grove received 9,744 Class 1 Performance LTIP Units, Ms. King received 9,744 Class 1 Performance LTIP Units, Mr. Klingbeil received 14,616 Class 1 Performance LTIP Units, Mr. McDonnough received 9,744 Class 1 Performance LTIP Units, and Mr. Nickelberry received 2,073 Class 1 LTIP Units. |
Director Compensation Table
| (5) Mr. Toomey is our Chairman and Chief Executive Officer. Because he is an employee of the Company, he receives no additional compensation for service as a director of the Company. His total compensation for 2023 is set forth below under the heading “Executive Compensation.” |
Director Compensation Table Discussion
Director Compensation Table Discussion Our compensation program for independent directors is designed to attract and retain highly qualified board members who can work with senior management to establish key strategic goals in support of long-term shareholder value creation. The program consists of a combination of a cash retainer fee and a grant of equity awards. Total compensation was targeted to be competitive with the median level of a diversified group of public REITs. The compensation program was set at competitive levels in recognition of the time commitments and responsibility levels associated with serving on public company boards within the current environment. The Compensation Committee reviews our independent director compensation annually to ensure that we are competitive and to allow us to recruit and retain qualified candidates to serve as directors of the Company. The Compensation Committee utilizes FPL to assist the Compensation Committee in reviewing and assessing our independent director compensation program and both a benchmarking study prepared by FPL and other industry data in determining director compensation.
Components of 2023 Compensation
| | Fixed | | Variable | | | | | Base Salary | + | Short-Term Incentive (STI) | + | Long-Term Incentive (LTI) | | what | Cash | | Cash or Equity (decision made by executive in prior year) | | Equity | | when | Annually | | Granted annually, generally determined in February of the year following the end of the performance period | | Granted annually, generally determined in February of the year following the end of the applicable performance period | | how | ● The Compensation Committee annually reviews and determines the base salary of our named executive officers in consultation with our CEO. ● The considerations in setting base salary include: qualifications, experience level, competitive market for qualified executives and tenure. ● Performance Period: Continuous. | | ● The metrics and the threshold, target and maximum dollar amounts for short-term incentive compensation are established prior to the beginning of each year and are intended to drive performance in areas that further our strategic objectives. The value of the award is paid in February of the following year based upon an evaluation of achievement of goals established at the time the targets are set. ● Short-term incentive compensation is based on pre-determined weighting between Company performance (70%) and individual performance (30%). The relative metrics and weightings are determined based on the extent to which a particular executive officer has responsibility for and influence over overall Company performance. ● Performance Period: 1 year. | | ● The metrics used are selected to encourage our named executive officers to act in furtherance of our strategic objectives. ● Equity awards may consist of one or a combination of any of the following: restricted stock units; LTIP Units (including Performance LTIP Units); and stock options. ● 100% Company performance metrics. ● Performance Period: 3 years for 70% of Award; 1 year for 30% of Award (with a 2 year vesting period). | | why | Designed to reward individual effort associated with job-related duties and to attract and retain talented executive officers for our Company. | | Designed to encourage outstanding individual and Company performance by motivating the named executive officers to achieve Company and individual goals that support long-term value creation by rewarding performance measured against key annual strategic objectives and, for the CEO, using the independent directors’ evaluation of the CEO’s performance towards achieving Company goals that support long-term value creation. | | Our LTI compensation is designed to closely align the interests of our management with the creation of shareholder value, to motivate our management to achieve long-term growth and success of our Company and to foster significant ownership of our common stock. LTI compensation is the most significant component of the named executive officer’s compensation. |
Overview of 2023 Compensation Decisions/Changes to Compensation Program
| FFO as Adjusted per Share Proven correlation with long-term value creation and relative TSR and growing FFO as Adjusted per Share promotes dividend growth. | Transactions Index Consists of transaction volume (60%) and acquisition and development performance (measured by NOI versus our acquisition budget) (40%) – rewards completion of transactions and efforts to increase NOI that are accretive to FFOA and thus the Company and our shareholders. | | Operations Index Consists of same-store market wins (revenue at or above apartment peer median) (25%), same-store revenue growth rank versus apartment peers (50%) and same-store expense growth rank versus peers (25%) – executing our operating plan should lead to long-term outperformance. | GRESB Percentile Measures our relative performance versus the Residential/Listed Company GRESB population – measures our performance on a relative basis and recognizes the importance of ESG to our stakeholders and therefore the Company. | | Associate Engagement & DEI Measures the engagement, quality and diversity of our workforce, which is important to help meet the needs of our residents and drive our innovative culture, and results, using a multifactor matrix that includes, among other factors, associate interview results, “Rooney Rule” compliance, retention metrics, and engagement and customer loyalty results. | |
Our Compensation Best Practices
| What We Do ● Provide a significant portion of our named executive officers’ total compensation in the form of awards tied to our long-term strategy and our performance relative to key business and personal objectives and performance versus our peers as measured by a diverse set of metrics. ● Require compliance with our Executive Stock Ownership Guidelines, which require that our executive officers own a specified number of shares of the Company’s common stock (110,000 shares for the Chairman and Chief Executive Officer and President, 50,000 for any Executive Vice President and 20,000 for any Senior Vice President). ● Have a Policy on Recoupment of Performance-Based Incentives, which complies with the requirements of the New York Stock Exchange and the U.S. Securities and Exchange Commission and applies to all our named executive officers. ● Have a Compensation Committee comprised entirely of independent directors that has retained its own independent compensation advisor. ● Have a Compensation Committee that reviews external market considerations, as well as internal considerations and the long-term interests of our shareholders, when making compensation decisions. ● Have the ongoing consideration and oversight by the Compensation Committee with respect to any potential risks associated with our incentive compensation programs. ● Have a “double trigger” change of control provision and no awards are outstanding to which the legacy “single trigger” provision applies. | What We Don’t Do ● Permit any Company personnel, which includes directors, officers and all other employees of the Company, to engage in any short-term, speculative securities transactions, engage in short sales, buying or selling put or call options, trading in options (other than those granted by the Company) or engaging in hedging transactions. ● Permit purchasing securities on margin or pledging securities as collateral without prior approval. ● Provide tax gross-ups for our named executive officers. ● Grant only time-vested restricted stock, restricted stock units, LTIP Units (including Performance LTIP Units), options or other equity awards to our named executive officers as part of our long-term incentive compensation program, other than in limited circumstances such as the appointment of a new executive officer or to recognize extraordinary achievements. ● Time the grants of restricted stock, restricted stock units, LTIP Units, options or other equity awards to coordinate with the release of material non-public information, or time the release of material non-public information for the purpose of affecting the value of any named executive officer compensation. ● Make one-time or special awards to our named executive officers other than in connection with the appointment of a new named executive officer or other special circumstances. |
Our Business and Our Compensation Philosophy
Our Compensation Committee determines the form and amount of compensation, as well as the overall structure of our executive compensation program. The compensation of our “named executive officers,” who are identified above, is comprised of a mix of base salary, short-term incentive compensation and long-term incentive compensation and is influenced by both the named executive officer’s individual performance and the Company’s overall performance. The composition of our named executive officers’ compensation is determined based on the consideration of a number of factors described in more detail below, including a periodic review of relevant comparative market information and alignment of strategic and tactical objectives agreed upon by the board. The Compensation Committee believes that the application of its collective experiences and judgment is as important to excellence in compensation as the use of data and formulae, and the Company’s compensation policies and practices as described herein reflect this belief. Market data provides an important tool for analysis and decision-making; however, the Compensation Committee also gives consideration and emphasis to an individual’s personal contributions to the organization, as well as his or her skill sets, qualifications and experience. We also value and seek to reward performance that develops talent within the Company, embraces the sense of innovation that distinguishes the Company and demonstrates the qualities of imagination and drive that enables a Company executive to resolve longer-term challenges, or important new issues. These and similar qualities and attributes are not easily correlated to typical compensation data, but also deserve and are given consideration and weight in reaching compensation decisions. Under our executive compensation program, as an executive officer’s level of responsibility increases with his or her relative ability to impact the long-term performance of the Company as a whole, a greater portion of that executive officer’s compensation is based on performance-based incentive compensation, a greater portion is based on long-term incentive compensation, and a lesser portion is based on base salary, thereby creating the potential for greater variability in the executive officer’s compensation level from year to year and a strong alignment with stakeholder interests. The mix, level, and weighting of various metrics and structure of the components of compensation generally reflect the executive officer’s role and relative impact on business results as well as competitive market practices. Our 2023 performance, including our 2023 performance relative to our peers, along with the individual performance of our named executive officers, including their contributions toward the achievements outlined below, served as key factors in determining compensation for 2023.
Executive Compensation Decision-Making Process
| Compensation Committee | Compensation Consultants | Management | | Our Compensation Committee is composed entirely of independent directors and is responsible for developing and administering compensation programs for: (1) our directors, (2) executive officers, including base salaries and short-term and long-term incentive compensation plans, and (3) all long-term incentive compensation plans for our associates. The board meets each year in executive session to discuss the individual director’s evaluation of the CEO. After the board meets, the members of the Compensation Committee meet each year in executive session, without the CEO present, to evaluate the performance of our CEO. When evaluating the performance of our CEO, the Compensation Committee considers, among other materials, evaluations of our CEO that are provided by the members of the board. Our CEO makes recommendations to, and consults with, the Compensation Committee with respect to the compensation for the executive officers who report directly to our CEO. The Compensation Committee, in consultation with our CEO, each year sets the compensation for these executive officers and approves salary ranges for other executive officers. | The Compensation Committee has the sole authority to retain and terminate any compensation consultants to be used to assist in establishing compensation for our executive officers and to approve such consultants’ fees and other retention terms. The Compensation Committee selected FPL to serve as the Compensation Committee’s independent compensation consultant for 2023. FPL reports directly to the Compensation Committee and the Compensation Committee is free to replace FPL or to hire additional consultants from time to time. FPL does not have any conflict of interest with the Company, the members of the Compensation Committee or our executive officers. As part of its engagement, FPL provided the Compensation Committee and our CEO with, among other things, analyses regarding market pay and composition of pay, which the Compensation Committee considered as part of its analysis of the compensation of our named executive officers. In addition, FPL reviewed the competitiveness of the pay levels of our named executive officers against pay levels for the diversified public REIT peer group. FPL also assists the Compensation Committee with respect to director compensation. | Members of executive management make suggestions to our Compensation Committee regarding performance of associates below the named executive officer level as well as suggestions regarding compensation (including benefits) that may appeal to our associates to assist the Compensation Committee. |
Consideration of Market Data
Consideration of Market Data Consistent with the Company’s goal to provide compensation that remains competitive, the Compensation Committee considers the executive compensation practices of companies in a peer group selected in consultation with FPL as one of several factors used in setting compensation. The Compensation Committee does not target a specific percentile range within the peer group when determining a named executive officer’s compensation. Instead, the Compensation Committee uses the market data provided by the peer group as one of several reference points useful for determining the form and amount of compensation. The Compensation Committee reviews the peer group annually. The companies comprising the peer group must be publicly traded REITs based in the United States and of a size and equity market capitalization that are comparable to UDR.
Consideration of Market Data
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Consideration of Market Data
For 2023, the peer group, which we refer to herein as either the “diversified public REIT peer group” or the “peer group,” included the companies listed in the table below. The companies listed below consist of six apartment REITs and nine comparably-sized REITs in other property sectors, recognizing that UDR competes with all REITs for executive talent and capital. For 2023, American Campus Communities, Realty Income and SL Green were removed from the peer group and American Homes 4 Rent and Boston Properties were added because of market capitalization changes, privatization, and sector alignment.
Consideration of Market Data
| | | Equity Market | | | | | | | Capitalization | Enterprise Value | 2023 Fiscal | | | | | December 31, | December 31, | Year End | NAREIT | | | NYSE | 2023(1) | 2023(1) | Total Assets | Property | | Peer Group Company | Symbol | (In millions) | (In millions) | (In millions) | Sector | | American Homes 4 Rent | AMH | $13,737 | $17,888 | $12,688 | Residential | | Apartment Income REIT Inc. | AIRC | $5,491 | $8,488 | $6,135 | Apartments | | AvalonBay Communities Inc. | AVB | $26,624 | $34,080 | $20,678 | Apartments | | Boston Properties | BXP | $13,254 | $27,880 | $26,026 | Office | | Camden Property Trust | CPT | $10,864 | $14,501 | $9,384 | Apartments | | Equity Residential | EQR | $23,652 | $31,443 | $20,035 | Apartments | | Essex Property Trust, Inc. | ESS | $16,119 | $21,989 | $12,361 | Apartments | | Extra Space Storage | EXR | $32,347 | $43,325 | $27,456 | Storage | | Healthpeak Properties, Inc. | PEAK | $11,413 | $18,302 | $15,699 | Healthcare | | Invitation Homes Inc. | INVH | $20,963 | $28,546 | $19,221 | Residential | | Medical Properties Trust | MPW | $2,940 | $12,757 | $18,305 | Healthcare | | Mid-America Apartment Communities, Inc. | MAA | $15,880 | $20,126 | $11,485 | Apartments | | Sun Communities, Inc. | SUI | $16,906 | $24,685 | $16,941 | Residential | | Vornado Realty Trust | VNO | $6,182 | $15,138 | $16,188 | Office | | Peer Average | | $15,455 | $22,796 | $16,614 | | | Peer Median | | $14,808 | $21,058 | $16,564 | | | UDR | | $13,648 | $19,899 | $11,373 | | | UDR Rank (out of 15) | | 9 | 9 | 13 | |
Consideration of Market Data
| (1) Equity Market Capitalization and Enterprise Value based upon data from BMO Capital Markets as of December 31, 2023, except for UDR which is calculated internally. |
Consideration of Market Data
Advisory Vote on Executive Compensation At the 2023 annual meeting of shareholders, the shareholders approved, on an advisory basis, the compensation of our named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, with 85.89% of votes cast voted in favor of the resolution. The Compensation Committee reviewed the final vote results for that resolution and the input we received from shareholder engagement, and as described above we have made changes to our executive compensation policies. While the vote on the compensation of our named executive officers is advisory, and therefore not binding on the Company, our board and our Compensation Committee value the opinions of our shareholders and, to the extent there is any significant vote against the named executive officer compensation, we will consider our shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. As described above, we also make changes to our compensation programs based on stakeholder feedback received other than through the vote on compensation. At our 2023 annual meeting, we conducted an advisory vote on the frequency of our advisory votes on executive compensation. Through that vote, our shareholders expressed a preference for an annual advisory vote on executive compensation, with 98.3% of votes cast in favor of an annual advisory vote on executive compensation. We have determined that our shareholders should cast an advisory vote on the compensation of our named executive officers on an annual basis. Accordingly, our board recommends that you vote “FOR” Proposal No. 2 at the annual meeting. For more information, see “Proposal No. 2 Advisory Vote on Executive Compensation”.
Consideration of Market Data
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Short-Term Incentive Compensation
Short-Term Incentive Compensation 2023 Short-Term Incentive Compensation
Short-Term Incentive Compensation
| Performance Metrics | Definition | How Our Performance Metrics Are Tied to Our Strategy | | FFO as Adjusted per share | An absolute measure of our FFOA per share for the performance period measured against a pre-determined range | Increasing FFOA per share should drive increases in our dividend and TSR and thus provide value to our shareholders. Success in execution of each of our strategic objectives will drive increases in FFOA per share | | Transactions Index | An index consisting of two metrics; transaction volume measured as the sum of total acquisitions of operating assets and development land, development and redevelopment spend, new developer capital program commitments, dispositions and equity issuances and stock buy-backs versus the total transactions budget for the year weighted at 60% and net operating income during the year from non-mature assets acquired in 2022 and developments delivered in 2022 versus budget weighted at 40% | Each transaction we enter into is designed to drive FFOA per share accretion as well as expand, improve and diversify our portfolio - increasing our portfolio diversification and expand our cash flow | | Operations Index | An index consisting of weighted metrics – same store wins (the percentage of markets in which our revenue is at or above the median of our apartment peers who are in the market), 25%, same-store revenue growth versus our apartment peers, 50%, and same-store expense growth rank versus our apartment peers, 25%. | Drives our strategic objective of operational excellence as well as financial results | | GRESB Percentile | Our GRESB score relative to the GRESB scores of the entities within the GRESB Residential/Listed Company population. | Drives performance with respect to our culture and our ESG strategic objectives and benefits all stakeholders | | Associate Engagement & DEI | Calculated by the “Overall Health of the Workforce” score made up of ten components including exit and stay interview results, customer loyalty and satisfaction test, associate turnover and retention, “Rooney Rule” compliance throughout the company, results of associate engagement surveys and associate performance evaluation results | Drives performance with respect to our culture while creating a feedback loop that supports positive outcomes for our residents and associates | | Subjective Determination | Determined by the Compensation Committee based on achievement of performance goals for each executive set before the beginning of the year and the performance of the specific executive. | Drives performance with respect to individualized goals for each executive chosen to support specific outcomes designed to benefit our business and, thus, our stakeholders. |
Short-Term Incentive Compensation
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Short-Term Incentive Compensation
Our short-term incentive compensation awards for 2023 were based on pre-determined weightings between Company performance and individual performance. Company performance (as measured by the applicable metrics) was weighted more heavily (70%) than individual performance (30%) and the metrics applied to each named executive were based on the extent to which a particular named executive officer has responsibility for, and influence over, the overall performance of the Company. As discussed above, each of the metrics in our short-term incentive program is intended to incentivize performance that drives one or more of our core strategic objectives and, in turn, create long term value while at the same time simplifying the program. With respect to the 30% of the short-term compensation awards based on individual performance, such awards, while subject to the discretion of the Compensation Committee, are based on the achievement of performance goals set for each named executive prior to the beginning of the year based on individual roles. 2023 Results The Company’s 2023 performance, as measured by the performance metrics utilized for determining short-term incentive compensation for the named executive officers, was as follows:
Short-Term Incentive Compensation
| Performance Measure | Threshold | Target | | | | Maximum | Performance Relative to Target | Performance as % of Target | | FFO as Adjusted per share | Actual: $2.47 I | | | | | | â | 70% | | | $2.45 | | $2.50 | | | $2.55 | | | | Transactions Index | | Actual: 120% I | | | | | á | 120% | | | 50% | | 100% | | | 200% | | | | Operations Index | | | | | | | | | | | | Actual: 133% I | | | | | á | 133% | | | 50% | | 100% | | | 200% | | | | GRESB Percentile | | | | | | | | | | | | | | | Actual: 20% I | | á | 200% | | | 50% | | 33% | | | 20% | | | | Associate Engagement & DEI | | | | Actual: 4.28 I | | | á | 200% | | | 3.5 50% | | 3.8 100% | | | 4.1 200% | | |
Short-Term Incentive Compensation
The table below sets forth the percentage each of the STI metrics is weighted when determining the portion of short-term incentive compensation for each of our named executive officers, determined by reference to the objective Company metrics. Each percentage is determined by the Compensation Committee prior to the beginning of the performance period taking into account the influence each executive has with respect to performance of each metric.
Short-Term Incentive Compensation
| | Mr. Toomey | Mr. Fisher | Mr. Alcock | Mr. Lacy | | FFOA as Adjusted per share | 30% | 30% | 30% | 30% | | Transactions Index | 15% | 15% | 40% | 10% | | Operations Index | 35% | 35% | 10% | 40% | | GRESB Percentile | 10% | 10% | 10% | 10% | | Associate Engagement & DEI | 10% | 10% | 10% | 10% |
Short-Term Incentive Compensation
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Short-Term Incentive Compensation
NEO Short-Term Incentive Compensation Decisions
Short-Term Incentive Compensation
| Thomas W. Toomey Chairman and Chief Executive Officer | | | | | | | | In evaluating Mr. Toomey’s 2023 compensation, the Compensation Committee considered Mr. Toomey’s accomplishment of these goals. | | | | | | | Company Performance (70%) | + | Individual Performance (30%) | = | Pay Decisions | | | In February 2024, the Compensation Committee awarded Mr. Toomey short-term incentive compensation in the amount of $2,897,375 for fiscal 2023, based on the Company’s performance against the annual performance metrics and his individual performance. Of the total amount, $1,847,375 was attributable to the Company’s performance against the annual performance metrics and the remainder was attributable to Mr. Toomey’s individual performance. In October 2022, Mr. Toomey elected to receive 100% of his short-term incentive compensation for 2023 in Class 2 Performance LTIP Units. | | | | |
Short-Term Incentive Compensation
The Compensation Committee established the following range for Mr. Toomey’s 2023 short-term incentive compensation:
Short-Term Incentive Compensation
| | Threshold | Target | Maximum | | Components | | | | | Company (70%) | $735,000 | $1,470,000 | $2,940,000 | | Individual (30%) | $315,000 | $630,000 | $1,260,000 | | Total | $1,050,000 | $2,100,000 | $4,200,000 |
Short-Term Incentive Compensation
| ● | with 70% based on the Company’s performance as measured by all of the annual performance metrics that were weighted as described above, and |
Short-Term Incentive Compensation
| ● | the remaining 30% based on his individual performance against the board-approved leadership competencies and key performance objectives. |
Short-Term Incentive Compensation
The Compensation Committee determined that the above-referenced amounts were consistent with the target short-term incentive compensation as a percentage of overall compensation for the CEO position, and these amounts provide a market competitive level of compensation for the CEO. The Compensation Committee also made a subjective determination that these amounts were appropriate to motivate Mr. Toomey to achieve short-term Company and individual goals and to help ensure Mr. Toomey’s continued service with the Company. Mr. Toomey’s individual goals for 2023, which were factored into the 30% of the award based on individual performance, were as follows:
Short-Term Incentive Compensation
| ● | set the vision for the Company, |
Short-Term Incentive Compensation
| ● | strategic planning, |
Short-Term Incentive Compensation
| ● | leadership of the Company, |
Short-Term Incentive Compensation
| ● | board relations, |
Short-Term Incentive Compensation
| ● | refine, enhance and execute on the Business Plan and strategic vision, |
Short-Term Incentive Compensation
| ● | responding to a changing market, |
Short-Term Incentive Compensation
| ● | communication, |
Short-Term Incentive Compensation
| ● | resolving areas for which the board requests further discussion and analysis, and |
Short-Term Incentive Compensation
| ● | management team development and succession. |
Short-Term Incentive Compensation
| Components | | | Company (70%) | $1,847,375 | | Individual (30%) | $1,050,000 | | Total | $2,897,375 |
Short-Term Incentive Compensation
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Short-Term Incentive Compensation
| Joseph D. Fisher PRESIDENT AND CHIEF FINANCIAL OFFICER | | | | | | | | In evaluating Mr. Fisher’s 2023 compensation, the Compensation Committee considered Mr. Fisher’s accomplishment of these goals. | | | | | | | Company Performance (70%) | + | Individual Performance (30%) | = | Pay Decisions | | | In February 2024, the Compensation Committee awarded Mr. Fisher short-term incentive compensation in the total amount of $2,207,513 for fiscal 2023, based on the Company’s performance against the annual performance metrics, and his individual performance. Of the total amount, $1,407,513 was attributable to the Company’s performance against the annual performance metrics and the remainder was attributable to Mr. Fisher’s individual performance. In October 2022, Mr. Fisher elected to receive 100% of his short-term incentive compensation for 2023 in Class 2 Performance LTIP Units. | | | | |
Short-Term Incentive Compensation
The Compensation Committee established a range for Mr. Fisher’s 2023 short-term incentive compensation as follows:
Short-Term Incentive Compensation
| | Threshold | Target | Maximum | | Components | | | | | Company (70%) | $560,000 | $1,120,000 | $2,240,000 | | Individual (30%) | $240,000 | $480,000 | $960,000 | | Total | $800,000 | $1,600,000 | $3,200,000 |
Short-Term Incentive Compensation
| ● | with 70% based on the Company’s performance as measured by the all of the annual performance metrics that were weighted as described above, and |
Short-Term Incentive Compensation
| ● | 30% based on his individual performance. |
Short-Term Incentive Compensation
The Compensation Committee, in consultation with our CEO, determined that these amounts were consistent with the target short-term incentive compensation as a percentage of overall compensation for the President – Chief Financial Officer position, and these amounts provide a market competitive level of compensation for the President – Chief Financial Officer. The Compensation Committee, in consultation with our CEO, also made a subjective determination that these amounts were appropriate to motivate Mr. Fisher to achieve short-term Company and individual goals and to help ensure Mr. Fisher’s continued service with the Company. The Compensation Committee, in consultation with our CEO, considered Mr. Fisher’s individual performance in 2023 in part based on the accomplishment of his specific goals that included:
Short-Term Incentive Compensation
| ● | management of accounting and tax functions, |
Short-Term Incentive Compensation
| ● | management of investor relations function, |
Short-Term Incentive Compensation
| ● | financial planning and analysis, |
Short-Term Incentive Compensation
| ● | assist in debt and treasury initiatives, |
Short-Term Incentive Compensation
| ● | oversight of human capital and our ESG efforts |
Short-Term Incentive Compensation
| ● | provide assistance to support functional execution of the Business Plan, |
Short-Term Incentive Compensation
| ● | examine and present options for the Company with respect to portfolio strategy and treasury initiatives, |
Short-Term Incentive Compensation
| ● | assist with board materials, and |
Short-Term Incentive Compensation
| ● | review and monitor technology investments. |
Short-Term Incentive Compensation
| Components | | | Company (70%) | $1,407,513 | | Individual (30%) | $800,000 | | Total | $2,207,513 |
Short-Term Incentive Compensation
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Short-Term Incentive Compensation
| Harry G. Alcock SENIOR VICE PRESIDENT — CHIEF INVESTMENT OFFICER | | | | | | | | In evaluating Mr. Alcock’s 2023 compensation, the Compensation Committee considered Mr. Alcock’s accomplishment of these goals. | | | | | | | Company Performance (70%) | + | Individual Performance (30%) | = | Pay Decisions | | | In February 2024, the Compensation Committee awarded Mr. Alcock short-term incentive compensation in the total amount of $1,609,285 for fiscal 2023, based on the Company’s performance against the annual performance metrics, and his individual performance. Of the total amount, $1,113,285 was attributable to the Company’s performance against the annual performance metrics and the remainder was attributable to Mr. Alcock’s individual performance. In October 2022, Mr. Alcock elected to receive 50% of his short-term incentive compensation for 2023 in Class 2 Performance LTIP Units, 25% in Class 2 LTIP Units and 25% in cash. | | | | |
Short-Term Incentive Compensation
The Compensation Committee established a range for Mr. Alcock’s 2023 short-term incentive compensation, as follows:
Short-Term Incentive Compensation
| | Threshold | Target | Maximum | | Components | | | | | Company (70%) | $455,000 | $910,000 | $1,820,000 | | Individual (30%) | $195,000 | $390,000 | $780,000 | | Total | $650,000 | $1,300,000 | $2,600,000 |
Short-Term Incentive Compensation
| ● | with 70% based on the Company’s performance as measured by all of the annual performance metrics that were weighted as described above, and |
Short-Term Incentive Compensation
| ● | 30% based on his individual performance. |
Short-Term Incentive Compensation
The Compensation Committee, in consultation with our CEO, determined that these amounts were consistent with the target short-term incentive compensation as a percentage of overall compensation for the Senior Vice President – Chief Investment Officer position, and these amounts provide a market competitive level of compensation for the Senior Vice President – Chief Investment Officer. The Compensation Committee, in consultation with our CEO, also made a subjective determination that these amounts were appropriate to motivate Mr. Alcock to achieve short-term Company and individual goals and to help ensure Mr. Alcock’s continued service with the Company. The Compensation Committee, in consultation with our CEO, considered Mr. Alcock’s individual performance in 2023 in part based on the accomplishment of his specific goals that included:
Short-Term Incentive Compensation
| ● | enhancing the portfolio through sales and acquisitions, |
Short-Term Incentive Compensation
| ● | addressing asset quality through redevelopment and asset quality initiatives, and |
Short-Term Incentive Compensation
| ● | strengthening the Company’s portfolio through development. |
Short-Term Incentive Compensation
| Components | | | Company (70%) | $1,113,285 | | Individual (30%) | $496,000 | | Total | $1,609,285 |
Short-Term Incentive Compensation
| 2024 Proxy Statement | | 76 |
Short-Term Incentive Compensation
| Michael D. Lacy SENIOR VICE PRESIDENT — PROPERTY OPERATIONS | | | | | | | | In evaluating Mr. Lacy’s 2023 compensation, the Compensation Committee considered Mr. Lacy’s accomplishment of these goals. | | | | | | | Company Performance (70%) | + | Individual Performance (30%) | = | Pay Decisions | | | In February 2024, the Compensation Committee awarded Mr. Lacy short-term incentive compensation in the total amount of $1,484,297 for fiscal 2023, based on the Company’s performance against the annual performance metrics, and his individual performance. Of the total amount, $884,297 was attributable to the Company’s performance against the annual performance metrics and the remainder was attributable to Mr. Lacy’s individual performance. In October 2022, Mr. Lacy elected to receive 30% of his short-term incentive compensation for 2023 in cash and 70% in Class 2 LTIP Units. | | | | |
Short-Term Incentive Compensation
The Compensation Committee established a range for Mr. Lacy’s 2023 short-term incentive compensation as follows:
Short-Term Incentive Compensation
| | Threshold | Target | Maximum | | Components | | | | | Company (70%) | $350,000 | $700,000 | $1,400,000 | | Individual (30%) | $150,000 | $300,000 | $600,000 | | Total | $500,000 | $1,000,000 | $2,000,000 |
Short-Term Incentive Compensation
| ● | with 70% based on the Company’s performance as measured by all of the annual performance metrics that were weighted as described above, and |
Short-Term Incentive Compensation
| ● | 30% based on his individual performance. |
Short-Term Incentive Compensation
The Compensation Committee, in consultation with our CEO, determined that these amounts were consistent with the target short-term incentive compensation as a percentage of overall compensation for the Senior Vice President – Property Operations position, and these amounts provide a market competitive level of compensation for the Senior Vice President – Property Operations. The Compensation Committee, in consultation with our CEO, also made a subjective determination that these amounts were appropriate to motivate Mr. Lacy to achieve short-term Company and individual goals and to help ensure Mr. Lacy’s continued service with the Company. The Compensation Committee, in consultation with our CEO, considered Mr. Lacy’s individual performance in 2023 in part based on the accomplishment of his specific goals that included:
Short-Term Incentive Compensation
| ● | manage operations to budget, |
Short-Term Incentive Compensation
| ● | participate in innovation efforts, and |
Short-Term Incentive Compensation
| ● | participate in investor relations efforts. |
Short-Term Incentive Compensation
| Components | | | Company (70%) | $884,297 | | Individual (30%) | $600,000 | | Total | $1,484,297 |
Short-Term Incentive Compensation
| 2024 Proxy Statement | | 77 |
Short-Term Incentive Compensation
2024 Short-Term Incentive Compensation In December 2023, the Compensation Committee also approved a new short-term incentive program for 2024 and in October 2023, Messrs. Toomey and Fisher elected to receive 100% of their short-term incentive compensation, to the extent earned, in Class 2 LTIP Units, Mr. Alcock elected to receive 75% in Class 2 LTIP Units and 25% in cash, and Mr. Lacy elected to receive 70% in Class 2 LTIP Units and 30% in cash. For each named executive officer, 70% will be based on company performance measured by the metrics and with the weightings set forth below and 30% of the STI award will be based on the Compensation Committee’s determination of such executive’s performance. The weightings for each executive officer for each metric differ based on the role of the executive officer and are set by the Compensation Committee. The metrics and weightings used for the 2024 STI Program will be as follows:
Short-Term Incentive Compensation
| Metric | Weightings | | | | | | Mr. Toomey | Mr. Fisher | Mr. Alcock | Mr. Lacy | | FFO as Adjusted per share | 30% | 30% | 30% | 30% | | Transactions Index | 15% | 15% | 40% | 10% | | Operations Index | 35% | 35% | 10% | 40% | | GRESB Percentile | 10% | 10% | 10% | 10% | | Associate Engagement & DEI | 10% | 10% | 10% | 10% |
Long-Term Incentive Compensation
Long-Term Incentive Compensation Long-term incentive compensation, 100% consisting of equity awards including restricted stock units, stock options and/or Class 2 LTIP Units (including Class 2 Performance LTIP Units), constitute the most significant component of our executive officers’ compensation, which closely aligns their long-term interests with the long-term interests of our shareholders, while mitigating potential risks related to our compensation programs. Both LTIP Units and Performance LTIP Units structurally encourage long-term holding by the participant, further aligning the interests of management with the creation of shareholder value over time. The following table shows characteristics of LTIP Units and Performance LTIP Units.
Long-Term Incentive Compensation
| LTIP Unit | Performance LTIP Unit | | Class of partnership interest in our Operating Partnership called “LTIP Units” | Class of partnership interest in our Operating Partnership called “Performance LTIP Units” | | Qualify as “profit interest” for federal tax purposes. | Qualify as “profit interest” for federal tax purposes. | | Not economically equivalent to a share of our common stock at grant. | Not economically equivalent to a share of our common stock at grant. | | Over time can increase in value to equal the value of common stock based on satisfaction of provisions of partnership tax rules. | In order for Performance LTIP Units to have value to the holder, the price of our common stock on the date of conversion of the Performance LTIP Unit has to exceed the price of our common stock as of the date of grant. | | Once vested, convertible to OP Units provided LTIP Unit has been outstanding for 2 years from grant. OP Units are, subject to the terms of the partnership agreement for the Operating Partnership, redeemable for common stock. | Once vested, convertible to LTIP Units. | | During performance period, distributions equal to 10% of regular distributions paid on OP Units. | During performance period, distributions equal to 2% of regular distributions paid on OP Units. | | After LTIP Units vest, they are entitled to distributions, regular and special, equal to distributions paid on OP Units. | No change in distributions until converted to LTIP Units. |
Long-Term Incentive Compensation
| 2024 Proxy Statement | | 78 |
Long-Term Incentive Compensation
The Class 2 LTIP Units and Class 2 Performance LTIP Units are granted at maximum, and will vest only to the extent that pre-established performance metrics are met for the applicable performance period, subject to continuing employment. Consistent with the treatment of other equity awards under the 1999 Plan, upon a Class 2 LTIP Unit or Class 2 Performance LTIP Unit holder’s death or disability during his or her employment, or in the event of a change of control, if accompanied by a loss of employment without cause or for good reason, all restrictions on outstanding awards shall lapse; otherwise, vesting shall cease upon the date that employment is terminated. Holders of Class 2 LTIP Units and Class 2 Performance LTIP Units have the same voting rights as limited partners holding OP Units in the Operating Partnership, with such units voting together as a single class with the holders of OP Units and having one vote per unit. 2023 Long-Term Incentive Compensation The 2023 LTI program award opportunity for the 3-year performance period, which commenced in 2023, includes four performance metrics, as follows: (i) 35% of the award opportunity has a metric measured by the Company’s 3-year relative cumulative TSR performance versus the Apartment Peers and will vest on the date the Compensation Committee determines performance in February of 2026; (ii) 20% of the award opportunity has a metric measured by the Company’s 3-Year relative cumulative TSR performance versus the NAREIT Equity REITs Total Return Index and will vest on the date the Compensation Committee determines performance in February of 2026; (iii) 15% of the award opportunity has a metric measured by the Company’s 3-year relative cumulative FFO as Adjusted growth rate versus the Apartment Peers and will vest on the date the Compensation Committee determines performance in February of 2026; and (iv) 30% of the award opportunity has an FFO as Adjusted performance period of 1-year with one-half vested in February 2024 and one-half vesting in February 2025.
Long-Term Incentive Compensation
| Performance Metrics | Definition | How Our Performance Metrics Are Tied to Our Strategy | | 3-Year Relative Cumulative TSR vs. Apartment Peers | The relative spread of our TSR against the weighted average of the TSRs of our apartment peers | Each of these metrics: ● measures our financial performance on either an absolute basis or relative to our peers; ● is driven by achievement in all five of our strategic objectives; and ● supports long-term value creation and TSR for our shareholders. | | 3-Year Relative Cumulative TSR vs. NAREIT Equity REITs Total Return Index | The relative spread of our TSR against the TSR for the NAREIT Equity REIT Total Return Index | | | 3-Year Relative Cumulative FFO as Adjusted Growth Rate vs. Apartment Peers | The relative spread of our cumulative three-year FFOA growth rate against the weighted average FFOA growth rate for our apartment peers | | | 1-Year FFO as Adjusted per share | An absolute measure of our FFOA measured against a pre-determined range | |
Long-Term Incentive Compensation
| 2024 Proxy Statement | | 79 |
Long-Term Incentive Compensation
In December 2022, the Compensation Committee approved a new long-term incentive program for 2023. The metrics used for the 2023 LTI Program were as follows:
Long-Term Incentive Compensation
| Performance Metrics | Weighting | Threshold (50% Payout) | | Maximum (100% Payout) | | | Maximum (100% Payout) | Payout % | | | | | | | Actual: TBD | | | | | 3-Year Relative Cumulative TSR vs. Apartment Peers | | | | | | | | | | | 35% | | | | | | | TBD | | | | | -900 bps to Wavg TSR | | Wavg TSR | +900 bps to Wavg TSR | | | | | | | | | Actual: TBD | | | | | 3-Year Relative Cumulative TSR vs. NAREIT Equity REITs Total Return Index | | | | | | | | | | | 20% | | | | | | | TBD | | | | | -900 bps to | | Index Return | +900 bps to | | | | | | | | | Actual: TBD | | | | | 3-Year Relative Cumulative FFO as Adjusted Growth Rate vs. Apartment Peers | | | | | | | | | | | 15% | | | | | | | TBD | | | | | -900 bps to Wavg | | Wavg | +900 bps to Wavg | | | | | | | | Actual: $2.47 | | | | | | 1-Year FFO as Adjusted per share | | | | | | | | | | | 30% | | | | | | | 70% | | | | | $2.45 | | $2.50 | $2.55 | | |
Long-Term Incentive Compensation
Each of Messrs. Toomey and Fisher elected to receive their awards for the 2023 LTI Program in the form of Class 2 Performance LTIP Units, Mr. Alcock elected to receive his award for the 2023 LTI Program in the form of Class 2 LTIP Units for 25% of the award and Class 2 Performance LTIP Units for 75% of the award, and Mr. Lacy elected to receive his award for the 2023 LTI Program in the form of Class 2 LTIP Units. The 2023 LTI Program awards were granted to Messrs. Toomey, Alcock, Fisher and Lacy, in the following amounts (the actual results with respect to the 3-Year metrics will be determined in February of 2026):
Long-Term Incentive Compensation
| Total 2023 Long-Term Incentive Program Awards | | | | | | | Threshold | Target | Maximum | Actual Amount | | Mr. Toomey | $3,500,000 | $7,000,000 | $14,000,000 | TBD | | Mr. Fisher | $1,075,000 | $2,150,000 | $4,300,000 | TBD | | Mr. Alcock | $750,000 | $1,500,000 | $3,000,000 | TBD | | Mr. Lacy | $625,000 | $1,250,000 | $2,500,000 | TBD |
Long-Term Incentive Compensation
| 3-Year Relative Cumulative TSR vs. Apartment Peers (35% of 2023 LTI Program Award) | | | | | | | Threshold | Target | Maximum | Actual Amount | | Mr. Toomey | $1,225,000 | $2,450,000 | $4,900,000 | TBD | | Mr. Fisher | $376,250 | $752,500 | $1,505,000 | TBD | | Mr. Alcock | $262,500 | $525,000 | $1,050,000 | TBD | | Mr. Lacy | $218,750 | $437,500 | $875,000 | TBD |
Long-Term Incentive Compensation
| 3-Year Relative Cumulative TSR Rank vs. NAREIT Equity REITs (20% of 2023 LTI Program Award) | | | | | | | Threshold | Target | Maximum | Actual Amount | | Mr. Toomey | $700,000 | $1,400,000 | $2,800,000 | TBD | | Mr. Fisher | $215,000 | $430,000 | $860,000 | TBD | | Mr. Alcock | $150,000 | $300,000 | $600,000 | TBD | | Mr. Lacy | $125,000 | $250,000 | $500,000 | TBD |
Long-Term Incentive Compensation
| 2024 Proxy Statement | | 80 |
Long-Term Incentive Compensation
| 3-Year Relative Cumulative FFO as Adjusted Growth Rate vs. Apartment Peers (15% of 2023 LTI Program Award) | | | | | | | Threshold | Target | Maximum | Actual Amount | | Mr. Toomey | $525,000 | $1,050,000 | $2,100,000 | TBD | | Mr. Fisher | $161,250 | $322,500 | $645,000 | TBD | | Mr. Alcock | $112,500 | $225,000 | $450,000 | TBD | | Mr. Lacy | $93,750 | $187,500 | $375,000 | TBD |
Long-Term Incentive Compensation
| 1-Year FFO as Adjusted (30% of 2023 LTI Program Award) | | | | | | | Threshold | Target | Maximum | Actual Amount | | Mr. Toomey | $1,050,000 | $2,100,000 | $4,200,000 | $1,470,000 | | Mr. Fisher | $322,500 | $645,000 | $1,290,000 | $452,000 | | Mr. Alcock | $225,000 | $450,000 | $900,000 | $315,000 | | Mr. Lacy | $187,500 | $375,000 | $750,000 | $263,000 |
Long-Term Incentive Compensation
| 2024 Proxy Statement | | 81 |
Long-Term Incentive Compensation
Timeline of the LTIP Following is a timeline showing the timing of various events with respect to the 2021, 2022 and 2023 LTI Programs.
Long-Term Incentive Compensation
| | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | | 2021 LTIP Performance Period (2021-2023) | | | | | | | | 3-Year Relative Cumulative TSR vs. Apartment Peers (35%) | | | | Vested: February 2024 | | | | 3-Year Relative Cumulative TSR vs. NAREIT Equity REITs Total Return Index (20%) | | | | Vested: February 2024 | | | | 3-Year Relative Cumulative FFO as Adjusted Growth Rate vs. Apartment Peers(15%) | | | | Vested: February 2024 | | | | | | 1/2 vested February 2022 | 1/2 vested: February 2023 | | | | | 1-Year FFO as Adjusted (30%) | | | | | | | | 2022 LTIP Performance Period (2022-2024) | | | | | | | | 3-Year Relative Cumulative TSR vs. Apartment Peers (35%) | | | | | Vests: February 2025 | | | 3-Year Relative Cumulative TSR vs. NAREIT Equity REITs Total Return Index (20%) | | | | | Vests: February 2025 | | | 3-Year Relative Cumulative FFO as Adjusted Growth Rate vs. Apartment Peers(15%) | | | | | Vests: February 2025 | | | | | | 1/2 vested: February 2023 | 1/2 vested: February 2024 | | | | 1-Year FFO as Adjusted (30%) | | | | | | | | 2023 LTIP Performance Period (2023-2025) | | | | | | | | 3-Year Relative Cumulative TSR vs. Apartment Peers (35%) | | | | | | Vests: February 2026 | | 3-Year Relative Cumulative TSR vs. NAREIT Equity REITs Total Return Index (20%) | | | | | | Vests: February 2026 | | 3-Year Relative Cumulative FFO as Adjusted Growth Rate vs. Apartment Peers(15%) | | | | | | Vests: February 2026 | | | | | | 1/2 vests: February 2024 | 1/2 vests: February 2025 | | | 1-Year FFO as Adjusted (30%) | | | | | | |
Long-Term Incentive Compensation
| 2024 Proxy Statement | | 82 |
Long-Term Incentive Compensation
2021 LTI Compensation In December 2020, the Compensation Committee in consultation with a compensation consultant approved a new long-term incentive program for 2021. Under the terms of the 2021 LTI Program, our named executive officers were awarded restricted stock units, Class 2 Performance LTIP Units, or Class 2 LTIP Units with dividend equivalent rights with the number of units awarded based upon the achievement of specific performance objectives over the relevant performance period, and each of the awards were subject to specific vesting provisions that were based on the achievement of the applicable performance criteria. The 2021 LTI Program included a three-year relative TSR performance metric that was based on the Company’s TSR performance against that of our apartment peers, a three-year relative TSR performance metric that was based on the Company’s TSR performance against the NAREIT Equity REITs Total Return Index and a three-year relative FFO as Adjusted growth rate versus our apartment peers. The portion of the award that is earned contingent on the achievement of the three-year metrics cliff vested when measured and approved by the Compensation Committee following the conclusion of the performance period. In February 2024, the three-year metrics were measured and approved by the Compensation Committee. The following table reflects the Company’s performance and the vested payout for the three-year metrics of the 2021 LTI Program grants:
Long-Term Incentive Compensation
| Performance Measure | Weighting | | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Payout% | | 3-Year Relative Cumulative TSR vs. Apartment Peers | 35% | | Actual: -710 bps I | | | 61% | | | | | -900 bps to Wavg TSR | Wavg TSR | +600 bps to Wavg | | | 3-Year Relative Cumulative TSR vs. NAREIT Equity REITs Total Return Index | | Actual: -1,560 bps | | | | 0% | | | | I | | | | | | | 20% | | | | | | | | | | -900 bps | Index Return | +900 bps | | | 3-Year Relative Cumulative FFO as Adjusted Growth Rate vs. Apartment Peers | 15% | | | Actual: -310 bps I | | 83% | | | | | -900 bps to Wavg | Wavg | +900 bps to Wavg | |
Long-Term Incentive Compensation
| 2021-2023 3-Year TSR vs. Apartment Peers (35% of 2021 LTI Program Award) | | | | | | | Threshold | Target | Maximum | Actual Amount | | Mr. Toomey | $735,000 | $1,470,000 | $2,940,000 | $890,000 | | Mr. Fisher | $218,750 | $437,500 | $875,000 | $265,000 | | Mr. Alcock | $218,750 | $437,500 | $875,000 | $265,000 | | Mr. Lacy | $83,125 | $166,250 | $332,500 | $101,000 |
Long-Term Incentive Compensation
| 2021-2023 3-Year TSR vs. NAREIT (20% of 2021 LTI Program Award) | | | | | | | Threshold | Target | Maximum | Actual Amount | | Mr. Toomey | $420,000 | $840,000 | $1,680,000 | $— | | Mr. Fisher | $125,000 | $250,000 | $500,000 | $— | | Mr. Alcock | $125,000 | $250,000 | $500,000 | $— | | Mr. Lacy | $47,500 | $95,000 | $190,000 | $— |
Long-Term Incentive Compensation
| 2024 Proxy Statement | | 83 |
Long-Term Incentive Compensation
| 2021-2023 3-Year Relative Cumulative FFO as Adjusted Growth (15% of 2021 LTI Program Award) | | | | | | | Threshold | Target | Maximum | Actual Amount | | Mr. Toomey | $315,000 | $630,000 | $1,260,000 | $522,000 | | Mr. Fisher | $93,750 | $187,500 | $375,000 | $155,000 | | Mr. Alcock | $93,750 | $187,500 | $375,000 | $155,000 | | Mr. Lacy | $35,625 | $71,250 | $142,500 | $59,000 |
Long-Term Incentive Compensation
2024 LTI Compensation In December 2023, the Compensation Committee approved a new long-term incentive program for 2024. The metrics used for the 2024 LTI Program are as follows with each metric having a payout percentage for 0%, if the threshold is not met, to 200%:
Long-Term Incentive Compensation
| Performance Metrics | Weighting | | 3-Year Relative Cumulative TSR vs. NAREIT Equity REITs Total Return Index | 20% | | 3-Year Relative Cumulative TSR vs. Apartment Peers | 35% | | 3-Year Relative Cumulative FFO as Adjusted Growth Rate vs. Apartment Peers | 15% | | 1-Year FFO as Adjusted per share | 30% |
Long-Term Incentive Compensation
The portions of the 2024 LTI awards based upon the 3-year relative apartment peer TSR metric, the 3-year relative NAREIT Equity Index TSR metric, and the 3-year relative cumulative FFO as Adjusted metric will vest on the date the Compensation Committee determines performance in February 2027. The portion of the 2024 LTI awards based upon the 1-year FFO as Adjusted metric will be measured in February 2025 and will vest 50% at such time and 50% on the one-year anniversary thereof.
Long-Term Incentive Compensation
| 2024 Proxy Statement | | 84 |
2023 AND 2024 Other Events
2023 AND 2024 Other Events In November 2023, the Board accepted the forfeiture, for no consideration, of a performance-based supplemental equity award (the “Award”) for Mr. Toomey that was originally granted to Mr. Toomey in December of 2021. Also in November 2023, Mr. Toomey voluntarily forfeited such award. The Compensation Committee and the Board approved the Award in December 2021, which would be earned only upon the achievement of absolute common stock price hurdles over a four-year measurement period commencing on December 5, 2022. The Award consisted of Class 2 Performance LTIP Units with a value of $7,000,000 based on the closing price on December 6, 2021. The Class 2 Performance LTIP Units were granted at maximum and would be earned only to the extent that the pre-established common stock price hurdles were achieved during the performance period. The Class 2 Performance LTIP Units would, to the extent earned, vest subject to Mr. Toomey’s continuing employment, on the fifth anniversary of the date of grant. Prior to the forfeiture, the pre-established common stock price hurdles specified in the Award had not been achieved, and the Board determined that the Award no longer served its principal objective of linking Mr. Toomey’s long-term compensation opportunity with significant long-term stockholder value creation thus incenting Mr. Toomey to continue to provide his services to the Company. Although the supplemental award granted in 2021 no longer served its purpose as described above, the Board and the Compensation Committee continued to believe it is in the best interests of the Company to retain the services of Mr. Toomey. Accordingly, the Compensation Committee after consulting with third party advisors, negotiated an Executive Agreement that included market based compensation terms and severance entitlements, which prior to entering into the Executive Agreement Mr. Toomey was not entitled to, in order to help retain Mr. Toomey’s services. In February 2024, the Company entered into the Executive Agreement with Mr. Toomey. The Executive Agreement provides certain compensation and employment protections to Mr. Toomey in recognition of Mr. Toomey’s significant continuing contributions to the Company and the desire to retain Mr. Toomey’s services. The Compensation Committee determined that it is in the best interests of the Company and its shareholders for Mr. Toomey’s compensation and benefits in several circumstances to be specified in the Executive Agreement. The Executive Agreement specifies that Mr. Toomey will be paid an annual base salary of $900,000, which shall be reviewed annually by the Compensation Committee and may be increased at any time for any reason. Mr. Toomey is also eligible to earn an annual bonus with a target opportunity of $2,100,000, with the amount to be earned determined based on the achievement of personal and Company performance goals established by the Compensation Committee. The target annual bonus opportunity shall be reviewed by the Compensation Committee annually and may be increased at any time for any reason. The Executive Agreement specifies that Mr. Toomey will be eligible to receive future long-term incentive awards as part of the Company’s annual grant process, subject to Compensation Committee and/or Board approval. The target opportunity for Mr. Toomey’s long-term incentive award is $7,000,000, with the amount to be earned based on achievement of personal or Company performance goals established by the Compensation Committee. The Compensation Committee may increase the target opportunity for Mr. Toomey’s long-term incentive award target opportunity at any time for any reason. Mr. Toomey is also eligible to participate in employee benefit plans and programs in which similarly situated Company employees are eligible to participate. The award levels set forth above are the levels set by the Compensation Committee with respect to the grants made to Mr. Toomey in January 2024 and Mr. Toomey’s equity compensation remains subject to the terms of our long-term and short-term compensation programs, as applicable, and the 1999 Plan. Under the Executive Agreement, either the Company or Mr. Toomey may terminate his employment with the Company at any time, with or without “Cause.” If Mr. Toomey’s employment with the Company is terminated by the Company for Cause, Mr. Toomey shall be:
2023 AND 2024 Other Events
If Mr. Toomey’s employment with the Company is terminated by the Company for Cause, all of his unvested equity awards shall be immediately forfeited and canceled and Mr. Toomey shall not receive any of the severance benefits contemplated by the Executive Agreement or any other severance compensation or benefit. For the purposes of the Executive Agreement, the term “Cause” means the occurrence of one of the following on the part of Mr. Toomey:
2023 AND 2024 Other Events
The Executive Agreement provides that if Mr. Toomey’s employment with the Company is terminated by the Company without Cause or by Mr. Toomey for Good Reason, Mr. Toomey shall be paid the Accrued Obligations, and, subject to execution of a release of claims in favor of the Company, resignation of any other position with the Company (including as a member of the Company’s Board of Directors), the return of Company property and compliance with the Executive Agreement and the release agreement, Mr. Toomey shall receive certain severance benefits that include:
2023 AND 2024 Other Events
| ● | an amount equal to three times the sum of Mr. Toomey’s then-current base salary and target annual bonus; |
2023 AND 2024 Other Events
| ● | the amount of Mr. Toomey’s prior calendar year’s annual bonus if his termination occurs after such calendar year but prior to payment of the annual bonus for that calendar year; |
2023 AND 2024 Other Events
| ● | the pro-rata amount of Mr. Toomey’s annual bonus relating the year of termination that Mr. Toomey would have received if he had remained employed by the Company through the date the annual bonus is paid; |
2023 AND 2024 Other Events
| ● | the vesting of Mr. Toomey’s unvested timed-based LTIP and other equity-based awards, as well as the vesting of all unvested performance-based LTIP and other equity-based awards at the greater of the target award or actual performance, if measurable, through the date of termination. |
2023 AND 2024 Other Events
| ● | any other action or inaction that constitutes a material breach by the Company of the Executive Agreement. |
2023 AND 2024 Other Events
The Executive Agreement provides that, in the event of Mr. Toomey’s death during the term of the Executive Agreement, Mr. Toomey or his legal representatives are entitled to a pro rata bonus for the year of termination based on his then-current target annual bonus, and his unvested performance-based LTIP and other equity-based awards will vest at the greater of the target award or actual performance, if measurable, through the date of termination. Mr. Toomey’s legal representatives shall also receive any Accrued Obligations. Further, if Mr. Toomey’s employment is terminated due to his Disability, Mr. Toomey shall receive a pro rata bonus for the year of termination based on his then-current target annual bonus, and his unvested performance-based LTIP and other equity-based awards will vest at the greater of the target award or actual performance, if measurable, through the date of termination. In addition, Mr. Toomey shall receive any Accrued Obligations if his employment is terminated due to his Disability. For purposes of the Executive Agreement, “Disability” means illness or other physical or mental condition of Mr. Toomey that renders him incapable of performing his customary and usual duties for the Company and its subsidiaries, or any medically determinable illness or other physical or mental condition resulting from bodily injury, disease or mental disorder which, in the judgment of the Board, is permanent and continuous in nature. Under the Executive Agreement, Mr. Toomey is subject to customary non-solicitation and non-competition covenants, and is also bound by customary non-disparagement and confidentiality restrictions. The Executive Agreement provides that any amounts paid or payable pursuant to the Executive Agreement shall be subject to any applicable clawback policies or procedures adopted by the Company. The Executive Agreement shall continue until the fifth anniversary of the date on which Mr. Toomey entered into the Executive Agreement.
Severance, Change of Control and Other Arrangements
Severance, Change of Control and Other Arrangements We provide a description of the change of control provisions and the death, disability and retirement provisions in the 1999 Plan and our policy with respect to severance benefits, below under “Post-Employment Compensation – Severance, Change of Control and Other Arrangements.”
Equity Granting Process
Equity Granting Process Grants of stock options, restricted stock, restricted stock units, LTIP Units, Performance LTIP Units, and other equity awards to our executive officers and other employees are approved by the Compensation Committee at regularly scheduled meetings, or occasionally by unanimous written consent. If approval is made at a meeting, the grant date of the award is the date of the meeting or a future date; if approval is by unanimous written consent, the grant date of the award is the day the last Compensation Committee member signs the written consent or a future date. We have no practice of timing grants of stock options, restricted stock, restricted stock units, LTIP Units, Performance LTIP Units, or other equity awards to coordinate with the release of material non-public information, nor have we timed the release of material non-public information for the purpose of affecting the value of any named executive officer compensation.
Hedging, Pledging and Short-Term Speculative Transactions
Hedging, Pledging and Short-Term Speculative Transactions We prohibit any Company personnel, which includes directors, officers and all other employees of the Company, from engaging in any short-term, speculative securities transactions, engaging in short sales, buying or selling put or call options, trading in options (other than those granted by the Company) and engaging in hedging transactions. We also prohibit purchasing securities on margin or pledging securities as collateral without the prior approval of our Corporate Compliance Officer or Chief Executive Officer.
Summary Compensation Table
Summary Compensation Table The executive officers named in the table below are referred to in this proxy statement as the “named executive officers.” The table below summarizes for each of the named executive officers the compensation amounts paid or earned for the fiscal years ended December 31, 2021, December 31, 2022 and December 31, 2023.
Summary Compensation Table
| | | | | | | | Change In | | | | | | | | | | | Pension | | | | | | | | | | | Value and | | | | | | | | | | | Nonqualified | | | | | | | | | | Non-Equity | Deferred | | | | | | | | Stock | Option | Incentive Plan | Compensation | All Other | | | Name and | | Salary | Bonus | Awards(1) | Awards | Compensation | Earnings | Compensation | Total | | Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Thomas W. | 2023 | 900,000 | -0- | 10,807,024 | -0- | -0- | -0- | 47,991 | 11,755,015 | | Toomey(2) | 2022 | 900,000 | -0- | 7,205,027 | -0- | -0- | -0- | 44,408 | 8,149,435 | | Chief Executive Officer | 2021 | 800,000 | -0- | 13,384,611 | -0- | -0- | -0- | 43,772 | 14,228,383 | | Joseph D. Fisher(3) | 2023 | 600,000 | -0- | 4,233,613 | -0- | -0- | -0- | 22,132 | 4,855,745 | | President - Chief | 2022 | 550,000 | -0- | 7,620,168 | -0- | -0- | -0- | 21,286 | 8,191,454 | | Financial Officer | 2021 | 500,000 | -0- | 2,547,388 | -0- | -0- | -0- | 20,858 | 3,068,246 | | Harry G. Alcock(4) | 2023 | 550,000 | -0- | 2,704,593 | -0- | 325,000 | -0- | 21,726 | 3,601,319 | | Senior Vice | 2022 | 550,000 | -0- | 2,342,912 | -0- | 325,000 | -0- | 18,218 | 3,236,130 | | President - Chief Investment Officer | 2021 | 500,000 | -0- | 2,170,751 | -0- | 275,000 | -0- | 17,958 | 2,963,709 | | Michael D. Lacy(5) | 2023 | 550,000 | -0- | 1,893,492 | -0- | 300,000 | -0- | 22,362 | 2,765,854 | | Senior Vice | 2022 | 450,000 | -0- | 1,133,725 | -0- | 210,000 | -0- | 21,673 | 1,815,398 | | President - Property Operations | 2021 | 400,000 | -0- | 877,736 | -0- | 412,500 | -0- | 21,227 | 1,711,463 |
Summary Compensation Table
(1)The dollar amounts reflected in the “Stock Awards” column represent the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of grants of shares and units that vest over multiple years. For information regarding the valuation assumptions used in computing grant date fair value, refer to the note entitled “Employee Benefit Plans” in the Notes to our Consolidated Financial Statements included in our Annual Reports on Form 10-K for the fiscal years ended December 31, 2023, 2022 and 2021, as applicable. (2)“Stock Awards” for 2023 includes the aggregate grant date fair value of Class 2 LTIP Units awarded under the Company’s short-term and long-term incentive programs. The threshold, target and maximum for these awards were determined prior to the grant date, and the amount of the awards with respect to the portion of the awards with a 1-year performance period was determined in February 2024 based upon the achievement of the performance metrics and the portion of the long-term award with a 3-year performance period will be determined in February of 2026. The maximum amount of the awards was $4,200,000 for the short-term award and $14,000,000 for the long-term award. “All Other Compensation” includes $10,774 for Company paid health insurance (including dental) in 2023, $623 for Company paid life insurance, accidental death and disability insurance and disability insurance in 2023, $9,900 for the Company funded non-discretionary 401(k) Plan matching contribution and $26,694 for rent discount.
Summary Compensation Table
| (3) “Stock Awards” for 2023 includes the aggregate grant date fair value of Class 2 LTIP Units awarded under the Company’s short-term and long-term incentive programs. The threshold, target and maximum for these awards were determined prior to the grant date, and the amount of the awards with respect to the portion of the awards with a 1-year performance period was determined in February 2024 based upon the achievement of the performance metrics, and the portion of the long-term award with a 3-year performance period will be determined in February of 2026. The maximum amount of the awards was $3,200,000 for the short-term award and $4,300,000 for the long-term award. “All Other Compensation” includes $11,609 for Company paid health insurance (including dental) in 2023, $623 for Company paid life insurance, accidental death and disability and disability insurance in 2023 and $9,900 for the Company funded non-discretionary 401(k) Plan matching contribution. |
Summary Compensation Table
(4)“Stock Awards” for 2023 includes the aggregate grant date fair value of Class 2 LTIP Units awarded under the Company’s short-term and long-term incentive programs. The threshold, target and maximum for these awards were determined prior to the grant date, and the amount of the awards with respect to the portion of the awards with a 1-year performance period was determined in February 2024 based upon the achievement of the performance metrics, and the portion of the long-term award with a 3-year performance period will be determined in February of 2026. The maximum amount of the awards was $2,600,000 for the short-term award and $3,000,000 for the long-term award. “All Other Compensation” includes $11,203 for Company paid health insurance (including dental) in 2023, $623 for Company paid life insurance, accidental death and disability and disability insurance in 2023 and $9,900 for the Company funded non-discretionary 401(k) Plan matching contribution.
Summary Compensation Table
| 2024 Proxy Statement | | 89 |
Summary Compensation Table
| (5) “Stock Awards” for 2023 includes the aggregate grant date fair value of Class 2 LTIP Units and restricted stock units awarded under the Company’s short-term and long-term incentive programs. The threshold, target and maximum for these awards were determined prior to the grant date, and the amount of the awards with respect to the portion of the awards with a 1-year performance period was determined in February 2024 based upon the achievement of the performance metrics, and the portion of the long-term award with a 3-year performance period will be determined in February of 2026. The maximum amount of the awards was $2,000,000 for the short-term award and $2,500,000 for the long-term award. “All Other Compensation” includes $11,775 for Company paid health insurance (including dental) in 2023, $687 for Company paid life insurance, accidental death and disability and disability insurance in 2023 and $9,900 for the Company funded non-discretionary 401(k) Plan matching contribution. |
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table The following table provides information concerning each grant of a plan-based award made to a named executive officer in the 2023 fiscal year.
Grants of Plan-Based Awards Table
| | | | | | | | | | | All Other | | | | | | | | | | | | | All Other | Option | | | | | | | | | | | | | Stock | Awards: | Exercise | | | | | | Estimated Possible Payouts | | | Estimated Future Payouts | | | Awards: | Number of | or Base | Grant Date | | | | | Under Non-Equity | | | Under Equity | | | Number | Securities | Price of | Fair Value | | | | | Incentive Plan Awards | | | Incentive Plan Awards | | | of Shares | Underlying | Option | of Stock | | | Award | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | of Stock | Options | Awards | and Option | | Name | Type | Date | ($) | ($) | ($) | (#) | (#) | (#) | or Units | (#) | ($/Sh) | Awards | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | (m) | | Thomas W. Toomey | STI | 1/3/2023 | — | — | — | 127,893 | 255,786 | 511,572 | — | — | — | $2,010,543 | | | LTI | 1/3/2023 | | | | 852,620 | 1,705,240 | 3,410,480 | — | — | — | $8,796,481 | | Joseph D. Fisher | STI | 1/3/2023 | — | — | — | 97,442 | 194,884 | 389,768 | — | — | — | $1,531,838 | | | LTI | 1/3/2023 | | | | 261,876 | 523,752 | 1,047,504 | — | — | — | $2,701,775 | | Harry G. Alcock | STI | 1/3/2023 | 162,500 | 325,000 | 650,000 | 43,797 | 87,594 | 175,188 | — | — | — | $906,302 | | | LTI | 1/3/2023 | | | | 146,746 | 293,492 | 586,984 | — | — | — | $1,798,291 | | Michael D. Lacy | STI | 1/3/2023 | 150,000 | 300,000 | 600,000 | 9,070 | 18,139 | 36,278 | — | — | — | $611,647 | | | LTI | 1/3/2023 | | | | 32,392 | 64,784 | 129,568 | — | — | — | $1,281,845 |
Grants of Plan-Based Awards Table
| 2024 Proxy Statement | | 90 |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table provides information concerning unexercised options, stock that has not vested and equity incentive plan awards for each named executive officer outstanding as of the end of the 2023 fiscal year:
Outstanding Equity Awards at 2023 Fiscal Year-End
| | | | | | | | | | Equity | | | | | | | | | | Equity | Incentive | | | | | Equity | | | | | Incentive | Plan Awards: | | | | | Incentive | | | | Market | Plan Awards: | Market or | | | | | Plan Awards: | | | Number | Value of | Number of | Payout Value | | | Number of | Number of | Number of | | | of Shares | Shares or | Unearned | of Unearned | | | Securities | Securities | Securities | | | or Units | Units of | Shares, | Shares, Units | | | Underlying | Underlying | Underlying | | | of Stock | Stock | Units or | or Other | | | Unexercised | Unexercised | Unexercised | Option | | That | That | Other Rights | Rights That | | | Option | Option | Unearned | Exercise | Option | Have Not | Have Not | That Have | Have Not | | | (#) | (#) | Options | Price | Expiration | Vested | Vested | Not Vested | Vested | | Name | Exercisable | Unexercisable | (#) | ($) | Date | (#) | ($) | (#) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Thomas | | | | | | — | — | 549,532 | 791,326(2) | | W. Toomey | | | | | | — | — | 314,018 | 452,186(2) | | | | | | | | — | — | 235,514 | 339,140(2) | | | | | | | | — | — | 511,571 | —(2) | | | | | | | | — | — | 29,445 | 1,127,449(1) | | | | | | | | — | — | 77,879 | 2,981,987(1) | | | | | | | | — | — | 44,504 | 1,704,058(1) | | | | | | | | — | — | 33,378 | 1,278,044(1) | | | | | | | | — | — | 511,572 | —(2) | | | | | | | | — | — | 596,834 | —(2) | | | | | | | | — | — | 341,048 | —(2) | | | | | | | | — | — | 255,786 | —(2) | | Joseph | | | | | | 2,056 | 78,724 | — | — | | D. Fisher | | | | | | — | — | 163,552 | 235,515(2) | | | | | | | | — | — | 93,458 | 134,580(2) | | | | | | | | — | — | 70,094 | 100,935(2) | | | | | | | | — | — | 389,769 | —(2) | | | | | | | | — | — | 607,532 | —(2) | | | | | | | | — | — | 8,431 | 322,823(1) | | | | | | | | — | — | 20,603 | 788,889(1) | | | | | | | | — | — | 11,773 | 450,788(1) | | | | | | | | — | — | 8,829 | 338,062(1) | | | | | | | | — | — | 157,126 | —(2) | | | | | | | | — | — | 183,314 | —(2) | | | | | | | | — | — | 104,750 | —(2) | | | | | | | | — | — | 78,562 | —(2) |
Outstanding Equity Awards at 2023 Fiscal Year-End
| 2024 Proxy Statement | | 93 |
Outstanding Equity Awards at 2023 Fiscal Year-End
| | | | | | | | | | Equity | | | | | | | | | | Equity | Incentive | | | | | Equity | | | | | Incentive | Plan Awards: | | | | | Incentive | | | | Market | Plan Awards: | Market or | | | | | Plan Awards: | | | Number | Value of | Number of | Payout Value | | | Number of | Number of | Number of | | | of Shares | Shares or | Unearned | of Unearned | | | Securities | Securities | Securities | | | or Units | Units of | Shares, | Shares, Units | | | Underlying | Underlying | Underlying | | | of Stock | Stock | Units or | or Other | | | Unexercised | Unexercised | Unexercised | Option | | That | That | Other Rights | Rights That | | | Option | Option | Unearned | Exercise | Option | Have Not | Have Not | That Have | Have Not | | | (#) | (#) | Options | Price | Expiration | Vested | Vested | Not Vested | Vested | | Name | Exercisable | Unexercisable | (#) | ($) | Date | (#) | ($) | (#) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Harry | | | | | | 2,827 | 108,246 | — | — | | G. Alcock | | | | | | — | — | 14,845 | 568,415(1) | | | | | | | | — | — | 8,487 | 324,967(1) | | | | | | | | — | — | 6,361 | 243,563(1) | | | | | | | | — | — | 81,776 | 117,757(2) | | | | | | | | — | — | 46,728 | 67,288(2) | | | | | | | | — | — | 35,046 | 50,466(2) | | | | | | | | — | — | 17,972 | 688,148(1) | | | | | | | | — | — | 158,343 | —(2) | | | | | | | | — | — | 7,791 | 298,317(1) | | | | | | | | — | — | 20,603 | 788,889(1) | | | | | | | | — | — | 11,773 | 450,788(1) | | | | | | | | — | — | 8,829 | 338,062(1) | | | | | | | | — | — | 6,221 | 238,202(1) | | | | | | | | — | — | 8,154 | 312,217(1) | | | | | | | | — | — | 4,661 | 178,470(1) | | | | | | | | — | — | 3,496 | 133,862(1) | | | | | | | | — | — | 82,216 | —(2) | | | | | | | | — | — | 95,920 | —(2) | | | | | | | | — | — | 54,812 | —(2) | | | | | | | | — | — | 41,108 | —(2) | | Michael | | | | | | 2,382 | 91,207 | — | — | | D. Lacy | | | | | | — | — | 2,820 | 107,978(1) | | | | | | | | — | — | 1,613 | 61,762(1) | | | | | | | | — | — | 1,207 | 46,216(1) | | | | | | | | — | — | 46,612 | 67,121(2) | | | | | | | | — | — | 26,636 | 38,356(2) | | | | | | | | — | — | 19,976 | 28,765(2) | | | | | | | | — | — | 38,708 | 1,482,129(1) | | | | | | | | — | — | 2,726 | 104,379(1) | | | | | | | | — | — | 7,212 | 276,147(1) | | | | | | | | — | — | 4,121 | 157,793(1) | | | | | | | | — | — | 3,091 | 118,354(1) | | | | | | | | — | — | 913 | 34,959 | | | | | | | | — | — | 1,100 | 42,119 | | | | | | | | — | — | 629 | 24,084 | | | | | | | | — | — | 472 | 18,073 | | | | | | | | — | — | 20,737 | 794,020(1) | | | | | | | | — | — | 27,175 | 1,040,531(1) | | | | | | | | — | — | 15,526 | 594,491(1) | | | | | | | | — | — | 11,650 | 446,079(1) |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (1) STI and LTIP Units granted at maximum including estimated dividend equivalent shares, subject to forfeiture based upon final performance. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (2) Performance LTIP Units granted at maximum, subject to forfeiture based upon final performance represented at December 31, 2023, close price less strike price at issuance. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| 2024 Proxy Statement | | 94 |
Outstanding Equity Awards at 2023 Fiscal Year-End
The following table provides grant and vesting dates as of December 31, 2023 for each of the unvested stock awards listed in the table above:
Outstanding Equity Awards at 2023 Fiscal Year-End
| | | Unvested Shares | | | | Grant Date | or Units | Vesting Date | | Thomas W. Toomey | 1/4/2021 | 1,099,064(2) | vests in 2/2024 | | | 1/3/2022 | 29,445(1) | vests in 2/2024 | | | 1/3/2022 | 155,761(1) | vests in 2/2025 | | | 1/3/2023 | 511,571(2) | vests in 2/2024 | | | 1/3/2023 | 511,572(2) | 1/2 vests in 2/2024 and 2/2025 | | | 1/3/2023 | 1,193,668(2) | vests in 2/2026 | | Joseph D. Fisher | 2/6/2020 | 2,056(3) | vests in 2/2024 | | | 1/4/2021 | 327,104(2) | vests in 2/2024 | | | 1/3/2022 | 8,431(1) | vests in 2/2024 | | | 1/3/2022 | 41,205(1) | vests in 2/2025 | | | 5/19/2022 | 607,532(2) | vests in 5/2028 | | | 1/3/2023 | 389,769(2) | vests in 2/2024 | | | 1/3/2023 | 157,126(2) | 1/2 vests in 2/2024 and 2/2025 | | | 1/3/2023 | 366,626(2) | vests in 2/2026 | | Harry G. Alcock | 2/6/2020 | 2,827(3) | vests in 2/2024 | | | 1/4/2021 | 29,693(1) | vests in 2/2024 | | | 1/4/2021 | 163,550(2) | vests in 2/2024 | | | 1/3/2022 | 7,791(1) | vests in 2/2024 | | | 1/3/2022 | 41,205(1) | vests in 2/2025 | | | 1/3/2023 | 17,972(1) | vests in 2/2024 | | | 1/3/2023 | 158,343(2) | vests in 2/2024 | | | 1/3/2023 | 6,221(1) | 1/2 vests in 2/2024 and 2/2025 | | | 1/3/2023 | 16,311(1) | vests in 2/2026 | | | 1/3/2023 | 82,216(2) | 1/2 vests in 2/2024 and 2/2025 | | | 1/3/2023 | 191,840(2) | vests in 2/2026 | | Michael D. Lacy | 1/4/2021 | 5,640(1) | vests in 2/2024 | | | 1/4/2021 | 93,224(2) | vests in 2/2024 | | | 2/18/2021 | 2,382(3) | 1/2 vests in 2/2024 and 2/2025 | | | 1/3/2022 | 2,726(1) | vests in 2/2024 | | | 1/3/2022 | 14,424(1) | vests in 2/2025 | | | 1/3/2022 | 913(3) | vests in 2/2024 | | | 1/3/2022 | 2,201(3) | vests in 2/2025 | | | 1/3/2023 | 38,708(1) | vests in 2/2024 | | | 1/3/2023 | 20,737(1) | 1/2 vests in 2/2024 and 2/2025 | | | 1/3/2023 | 54,351(1) | vests in 2/2026 |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (1) Units |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (2) Performance Units |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (3) Stock |
Outstanding Equity Awards at 2023 Fiscal Year-End
| 2024 Proxy Statement | | 95 |
Stock Vested
Stock Vested The following table provides information concerning vesting of stock during the 2023 fiscal year for each of the named executive officers:
Stock Vested
| | | Value | | | Number of Shares | Realized | | | Acquired on Vesting | on Vesting | | Name | (#) | ($) | | (a) | (d) | (e) | | Thomas W. Toomey | 398,962 | 9,126,314 | | Joseph D. Fisher | 138,848 | 3,596,020 | | Harry G. Alcock | 102,991 | 3,279,757 | | Michael D. Lacy | 47,319 | 1,363,751 |
Pension Benefits Table
Pension Benefits Table We do not have any pension plans for our associates. We do have a 401(k) plan and our matching contributions are included in the Summary Compensation Table under the heading “All Other Compensation.”
Nonqualified Deferred Compensation Table
Nonqualified Deferred Compensation Table We do not have any nonqualified deferred compensation plans for our associates.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we provide the following disclosure regarding executive “compensation actually paid” (“CAP”), calculated in accordance with SEC rules, and certain Company performance for the fiscal years listed below. This disclosure was prepared in accordance with the requirements of Item 402(v) of Regulation S-K and does not necessarily reflect the value actually realized by our executives, how our executives’ compensation relates to Company performance, or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. For example, the Compensation Committee does not use CAP as a basis for making compensation decisions, nor does it use net income (as reflected below) for purposes of determining our executives’ incentive compensation. Please refer to our Compensation Discussion and Analysis for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its compensation decisions. The information provided under this Pay versus Performance section will not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, as amended, except to the extent the Company specifically incorporates it by reference.
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 | | | | | | | | | | Investment Based On: | | | | | | | | Average | | | | | | | | | | Summary | | | | | | | | | | Compensation | Average | | | | | | | | | Table Total for | Compensation | | Peer Group | | | | | | | Non-PEO | Actually Paid to | | Total | | | | | Summary | | Named | Non-PEO | | Shareholder | | | | | Compensation | Compensation | Executive | Named | Total | Return | | | | | Table Total for | Actually Paid to | Officers | Executive | Shareholder | (5)(g) | Net Income | FFOA | | | PEO(1)(b) | PEO(2)(c) | (3)(d) | Officers(4)(e) | Return(f) | (6)(h) | (6)(h) | (7)(i) | | Year(a) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2023 | 11,755,015 | 6,212,611 | 3,740,973 | 3,386,145 | 94.38 | 99.78 | 474,488,000 | 874,709,000 | | 2022 | 8,149,435 | (11,881,122) | 4,414,327 | 943,709 | 91.59 | 94.25 | 92,579,000 | 809,091,000 | | 2021 | 14,228,383 | 48,504,905 | 2,036,773 | 11,170,256 | 137.53 | 138.51 | 160,993,000 | 658,797,000 | | 2020 | 6,394,379 | 5,169,944 | 2,589,457 | 1,984,931 | 85.37 | 84.66 | 68,970,000 | 652,862,000 |
Pay Versus Performance
| (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Toomey, our Chairman and CEO, for each corresponding year in the “Total” column of the Summary Compensation Table. |
Pay Versus Performance
| (2) The dollar amounts reported in column (c) represent the amount of compensation actually paid to Mr. Toomey, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Toomey during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Toomey’s total compensation as reported in the Summary Compensation Table for each year to determine the compensation actually paid: |
Pay Versus Performance
| | Reported | | | | | | | | Summary | Reported Change | | | | | | | Compensation | in the Actuarial | | | Total Equity | Compensation | | | Table | Present Value of | Pension Benefit | Reported Value | Award | Actually Paid | | | Total for PEO | Pension Benefits(a) | Adjustments(a) | of Equity Awards(b) | Adjustments(c) | to PEO | | Year | ($) | ($) | ($) | ($) | ($) | ($) | | 2023 | 11,755,015 | — | — | 10,807,024 | (5,542,404) | 6,212,611 | | 2022 | 8,149,435 | — | — | 7,205,027 | (20,030,557) | (11,881,122) | | 2021 | 14,228,383 | — | — | 13,384,611 | 34,276,522 | 48,504,905 | | 2020 | 6,394,379 | — | — | 5,547,860 | (1,224,435) | 5,169,944 |
Pay Versus Performance
| (a) The Company does not have any defined benefit or actuarial pension plans applicable to our U.S. employees, including our NEOs. |
Pay Versus Performance
| (b) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |
Pay Versus Performance
| 2024 Proxy Statement | | 98 |
Pay Versus Performance
| (c) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the amounts specified in the following table, in accordance with the requirements of Item 402(v) of Regulation S-K. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
Pay Versus Performance
| | | | | | | | Values of | | | | | | | | | | Dividends | | | | | | Year over Year | | Change in | Fair Value at | or other Earnings | | | | | | Change in Fair | Fair Value | Fair Value of | the End of the | Paid on Stock or | | | | Grant Date | Year End | Value of | as of Vesting | Equity Awards | Prior Year of | Option Awards | | | | Fait Value | Fair Value | Outstanding | Date of Equity | Granted in | Equity Awards | not Otherwise | | | | of Equity | of Equity | and Unvested | Awards | Prior | that Failed to | Reflected | | | | Awards | Awards | Equity Awards | Granted | Years that | Meet Vesting | in Fair Value or | Total Equity | | | Granted in | Granted in | Granted in | and Vested | Vested | Conditions in | Total | Award | | | the year | the year | Prior Years | in the Year | in the Year | the Year | Compensation | Adjustments** | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2023 | (10,807,024) | 9,005,447 | (6,172,630)* | — | 2,283,649 | — | 148,153 | (5,542,404) | | 2022 | (7,205,027) | 6,080,567 | (18,207,873) | — | (841,095) | — | 142,871 | (20,030,557) | | 2021 | (13,384,611) | 41,253,137 | 5,069,895 | — | 1,200,380 | — | 137,720 | 34,276,522 | | 2020 | (5,547,860) | 5,286,878 | (1,573,650) | — | 512,554 | — | 97,643 | (1,224,435) |
Pay Versus Performance
| * 2023 includes the impact from Mr. Toomey’s voluntary forfeiture in November 2023 of a performance-based supplemental equity award that was originally granted in December of 2021. See further discussion on page 85. |
Pay Versus Performance
| ** Totals may not match the sum of the preceding columns due to rounding. |
Pay Versus Performance
| (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the non-PEO NEOs included in each of the years in the table for purposes of calculating the average amounts are as follows: 2020: Messrs. Fisher, Alcock, and Lacy and Jerry A. Davis, our former President and Chief Operations Officer, and Warren L. Troupe, our former Senior Executive Vice President; 2021; Messrs. Fisher, Alcock, Lacy and Davis; 2022: Messrs. Fisher, Alcock and Lacy; and 2023: Messrs. Fisher, Alcock and Lacy. |
Pay Versus Performance
| (4) The dollar amounts reported in column (e) represent the average amount of compensation actually paid to the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the non-PEO NEOs as a group for each year to determine the compensation actually paid: |
Pay Versus Performance
| | Average | Average | | | | | | | Reported | Reported | | | | | | | Summary | Change in the | | | | Average | | | Compensation | Actuarial | | Average | | Compensation | | | Table Total for | Present Value | Average | Reported Value | Average | Actually Paid | | | Non-PEO | of Pension | Pension Benefit | of Equity | Equity Award | to non-PEO | | | NEOs | Benefits(a) | Adjustments(a) | Awards(b) | Adjustments(c) | NEOs | | Year | ($) | ($) | ($) | ($) | ($) | ($) | | 2023 | 3,740,973 | — | — | 2,943,899 | (354,828) | 3,386,145 | | 2022 | 4,414,327 | — | — | 3,698,935 | (3,470,619) | 943,709 | | 2021 | 2,036,773 | — | — | 1,865,292 | 9,133,482 | 11,170,256 | | 2020 | 2,589,457 | — | — | 2,158,487 | (604,527) | 1,984,931 |
Pay Versus Performance
| (a) The Company does not have any defined benefit or actuarial pension plans applicable to our U.S. employees, including our NEOs. |
Pay Versus Performance
| (b) The grant date fair value of equity awards represents the average of the total amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the non-PEO NEOs for the applicable year. |
Pay Versus Performance
| (c) The amounts deducted or added in calculating the total average equity award adjustments, using the same methodology described in footnote (2)(c) above, are as follows: |
Pay Versus Performance
| 2024 Proxy Statement | | 99 |
Pay Versus Performance
| | | | | | | | Average Value of | | | | | | Average Year | | | Average Fair | Dividends or | | | | | | over Year | | Average | Value at the | other | | | | Average | Average Year | Change in | Average Fair | Change in Fair | End of the Prior | Earnings Paid | | | | Grant Date | End Fair | Fair | Value as of | Value of Equity | Year of Equity | on Stock or Option | | | | Fair Value of | Value of | Value of | Vesting Date of | Awards | Awards that | Awards not | Total | | | Equity | Equity | Outstanding and | Equity Awards | Granted in Prior | Failed to Meet | Otherwise | Average | | | Awards | Awards | Unvested Equity | Granted and | Years that | Vesting | Reflected in Fair | Equity | | | Granted in the | Granted in the | Awards Granted | Vested in the | Vested in the | Conditions in | Value or Total | Award | | | Year | Year | in Prior Years | Year | Year | the Year | Compensation | Adjustments | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2023 | (2,943,899) | 2,800,338 | (868,764) | — | 612,437 | — | 45,060 | (354,828) | | 2022 | (3,698,935) | 2,819,087 | (2,523,586) | — | (111,876) | — | 44,691 | (3,470,619) | | 2021 | (1,865,292) | 9,054,156 | 1,436,242 | — | 467,554 | — | 40,822 | 9,133,482 | | 2020 | (2,158,487) | 1,906,915 | (423,880) | — | 34,793 | — | 36,132 | (604,527) |
Pay Versus Performance
| (5) The numbers reported in column (g) represent the weighted peer group cumulative TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the FTSE NAREIT Equity Apartment Index, which is the same published industry index the Company uses for purposes of Item 201(e)(1)(ii) of Regulation S-K. |
Pay Versus Performance
| (6) The dollar amounts reported in column (h) represent the amount of net income (loss) previously disclosed in the Company’s audited GAAP financial statements for the applicable year, as required by Regulation S-X. |
Pay Versus Performance
| (7) The dollar amounts reported in column (i) represent FFOA for the applicable year. FFOA for purposes of this Pay versus Performance table is calculated as set forth in the “Definitions” section of this Proxy Statement and a reconciliation to NOI is set forth on page 118. |
Pay Versus Performance
The illustrations below provide a graphical description of the relationship between CAP (as calculated in accordance with SEC rules) and the information presented in the Pay versus Performance table.
Pay Versus Performance
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Pay Versus Performance
| 2024 Proxy Statement | | 100 |
Pay Versus Performance
| 2024 Proxy Statement | | 101 |