DEF 14A of Invitation Homes Inc., Apr 3, 2025

DEF 14A of Invitation Homes Inc.

Filed Apr 3, 2025 · FY20240000950170-25-049911

Open on EDGAR

  1. Election of Directors

    Election of Directors

  2. Election of Directors

    | | The Board of Directors unanimously recommends that you vote “FOR” the election of each director nominee. |

  3. Election of Directors

    At present, the number of directors that comprise our Board is 11. At the recommendation of the Nominating and Corporate Governance Committee, effective as of the Annual Meeting, the Board set the number of directors that will comprise our Board at ten. Our Board has considered, and at the recommendation of the Nominating and Corporate Governance Committee, nominated each of the following nominees for a one-year term expiring at our annual meeting of stockholders to be held in 2026 (the “2026 Annual Meeting”) or until his or her successor is duly elected and qualifies or until his or her earlier death, resignation, retirement, disqualification or removal: Michael D. Fascitelli, Dallas B. Tanner, Jana Cohen Barbe, H. Wyman Howard III, Jeffrey E. Kelter, Kellyn Smith Kenny, Joseph D. Margolis, John B. Rhea, Frances Aldrich Sevilla-Sacasa, and Keith D. Taylor. Action will be taken at the Annual Meeting for the election of these nominees. Our Board did not nominate Richard D. Bronson and Janice L. Sears, current members of our Board, to stand for re-election when their current terms expire at the Annual Meeting. We are grateful to have benefited from their expertise, valuable business insights and strong commitment to Invitation Homes and our stockholders. Mr. Bronson has agreed to serve as an advisor to our Company following the completion of his term as a director. The Board, upon recommendation of the Nominating and Corporate Governance Committee, has nominated Kellyn Smith Kenny as a new director nominee to serve on our Board. The Board believes that Ms. Kenny is an excellent addition to the Board, further enhancing the diversity of backgrounds and expertise in the boardroom. Her nomination was informed by the Board’s continued focus on its composition and its annual evaluation process, which ensures the appropriate balance of skills, diversity, experience and tenure in light of our business needs. Mr. Howard, who joined our Board in October 2024, and Ms. Kenny were presented to the Nominating and Corporate Governance Committee for consideration by our Board members. See “Director Nomination Process” below for more information on our director nomination process. All of the nominees have indicated that they will be willing and able to serve as directors, but, if any of them should decline or be unable to act as a director, the individuals designated in the proxy cards as proxies will exercise the discretionary authority provided to vote for the election of such substitute nominee selected by our Board, unless the Board alternatively acts to reduce the size of the Board or maintain a vacancy on the Board in accordance with our Bylaws. The Board has no reason to believe that any such nominees will be unable or unwilling to serve. We believe that our director nominees bring an extraordinary wealth of experience, skills and backgrounds to the Board. Our Board plays a key role in guiding the purpose, and strategic direction of our Company. Their individual and collective expertise is essential to the execution of our long-term strategy and continuation of our position as a leading home leasing and management company. Learn more about each nominee to our Board under “—Nominees for Election to the Board of Directors in 2025.”

  4. Election of Directors

    | 2025 Proxy Statement | 7 |

  5. Snapshot of 2025 Director Nominees

    Snapshot of 2025 Director Nominees

  6. Snapshot of 2025 Director Nominees

    | Name and Primary Occupation | Age | Director Since | Independent | | Michael D. Fascitelli Owner and Principal, MDF Capital LLC; Managing Partner, Imperial Companies; Board of Trustees Member, Vornado Realty Trust; Co-founder, Radius Global Infrastructure, Inc.; Director, Quadro Partners Inc. | 68 | 2017 | l | | Dallas B. Tanner Chief Executive Officer, Invitation Homes; Director, Roots Management; Member, HOPE Global Board of Advisors; Member, the Policy Advisory Board of the Harvard Joint Center for Housing Studies; Member, Arizona State University Real Estate Advisory Board | 44 | 2019 | | | Jana Cohen Barbe Director, The Boler Company; Senior Partner, Dentons (Retired) | 62 | 2018 | l | | H. Wyman Howard III Rear Adm., USN (Ret); Director, Bridger Aerospace Group Holdings, Inc.; Partner, Frontier Scientific Solutions; Senior Advisor, McKinsey & Co. | 56 | 2024 | l | | Jeffrey E. Kelter Founding Partner, KSH Capital; Chairman of the Board of Directors of Bridger Aerospace Group Holdings, Inc. | 70 | 2017 | l | | Kellyn Smith Kenny Chief Marketing and Growth Officer, AT&T Inc. | 47 | 2025 | l | | Joseph D. Margolis Chief Executive Officer, Extra Space Storage, Inc. | 64 | 2020 | l | | John B. Rhea Partner, Centerview Partners; Director, State Street Corporation | 59 | 2015 | l | | Frances Aldrich Sevilla-Sacasa Private Investor; Director, Camden Property Trust; Director, the Delaware Funds by Macquarie; Former Chief Executive Officer, Banco Itaú International | 69 | 2023 | l | | Keith D. Taylor Chief Financial Officer, Equinix, Inc.; Director, Yumpingo Ltd.; Director, Frozen Logistics, LLC | 63 | 2023 | l |

  7. Snapshot of 2025 Director Nominees

    | 8 | |

  8. Director Nominees’ Qualifications and Background

    Director Nominees’ Qualifications and Background

  9. Director Nominees’ Qualifications and Background

    | Skills and Experience | | | | | | | | | | | | | | Real Estate / Real Estate Investment Experience in real estate development, operations, investment, and asset management to guide our real estate finance and investment strategies. | l | l | l | | l | | l | l | | l | | | Financial / Banking Financial acumen and experience to oversee the quality and integrity of our financial statements, capital structure, and financial strategy. | l | l | l | l | l | l | l | l | l | l | | | Risk Management Experience overseeing assessment and management of various forms of risk we face in our business. | l | l | l | l | l | l | l | l | l | l | | | Legal / Regulatory / Governance Valuable perspective on government regulations, complex legal matters, corporate responsibility, governance, sustainability, and public policy issues. | l | l | l | l | | | l | l | l | l | | | Operations Experience leading complex operations to help us optimize our business model. | l | l | | l | l | l | l | l | l | l | | | Executive / Robust Leadership Strong strategic insights gained through multi-faceted and challenging business experiences and active leadership ability. | l | l | l | l | l | l | l | l | l | l | | | Digital, Technology, or Cybersecurity Experience Expertise regarding digital capabilities, technological transformation, artificial intelligence, and information security, based on executive-level experience in an industry driving digital and technological change or cybersecurity experience through prior professional experience (or a related certification/degree). | | | l | l | | l | | | | l | | Tenure | | | | | | | | | | | | | Years on Board (Avg. 4.9 years) | | 8 | 6 | 7 | 1 | 8 | 0 | 5 | 10 | 2 | 2 | | Background | | | | | | | | | | | | | Gender Diversity (30%) | | | | l | | | l | | | l | | | African American or Black (10%) | | | | | | | | | l | | | | Latino / Spanish Heritage (10%) | | | | | | | | | | l | | | Independence (90%) | | l | | l | l | l | l | l | l | l | l |

  10. Director Nominees’ Qualifications and Background

    | 2025 Proxy Statement | 9 |

  11. Nominees for Election to the Board of Directors in 2025

    Nominees for Election to the Board of Directors in 2025 The following information describes the offices held, other business directorships, and the term of service of each director nominee. Beneficial ownership of equity securities of the director nominees is shown under “Ownership of Securities” below. The biographical description for each nominee below includes the specific experience, qualifications, attributes, and skills that led to the conclusion by the Board that such person should serve as a director.

  12. Nominees for Election to the Board of Directors in 2025

    | Age: 68 Director Since: 2017 Independent Committees: Chairperson of the Board of Directors Skills and Qualifications: | Michael D. Fascitelli Mr. Fascitelli has served on our Board since November 2017 and was appointed the Chairperson of the Board in May 2021. Prior to the merger with Starwood Waypoint Homes (“SWH”) in November 2017, from January 2016 to November 2017, Mr. Fascitelli served on the Board of SWH and, from January 2014 to January 2016, served on the Board of Starwood Waypoint Residential Trust (“SWAY”), SWH’s predecessor. Since June 2013, Mr. Fascitelli has been the owner and principal of MDF Capital LLC, a private investment firm. Mr. Fascitelli is also a co-founder and a Managing Partner of Imperial Companies, a real estate investment and development company. Mr. Fascitelli has served as member of the Board of Trustees of Vornado Realty Trust (NYSE: VNO) since 1996. He served as the President of Vornado Realty Trust from 1996 to April 2013 and its Chief Executive Officer from May 2009 to April 2013. Mr. Fascitelli served as the President of Alexander’s Inc., a real estate investment trust and an affiliate of Vornado Realty Trust, from December 1996 to April 2013. Prior to joining Vornado Realty Trust in 1996, Mr. Fascitelli was a partner at Goldman Sachs & Co., an investment banking firm, in charge of its real estate practice since 1992. Mr. Fascitelli is also the Co-founder and a former Co-Chairman of Radius Global Infrastructure, Inc. (NASDAQ: RADI), one of the largest international aggregators of rental streams underlying wireless sites through the acquisition and management of ground, tower, rooftop, and in-building cell site leases. Since December 2014, Mr. Fascitelli has served as Chair of the Investment Committee, Senior Advisor and Board Member of Quadro Partners Inc. (formerly Cadre), a private online real estate investment platform. He serves as a Board member of The Rockefeller University, Urban Land Institute, and a former Board member of Child Mind Institute and the University of Rhode Island Foundation. He is currently a member of the University of Rhode Island Board of Trustees. Mr. Fascitelli is a former Commissioner of the Port Authority of New York and New Jersey and a past Chairman of the Wharton Real Estate Center where he served on the executive committee. Our Board considered Mr. Fascitelli’s long and successful track record in various leadership roles including his executive experience as President and Chief Executive Officer of Vornado Realty Trust and his extensive knowledge of and experience in the real estate industry, which the Board believes provide us with valuable experience and insight. Additionally, our Board considered Mr. Fascitelli’s broad experience with corporate governance, risk management, and business strategy as a director of several public and private companies. |

  13. Nominees for Election to the Board of Directors in 2025

    | 10 | |

  14. Nominees for Election to the Board of Directors in 2025

    | Age: 44 Director Since: 2019 Committees: Investment and Finance Committee Skills and Qualifications: | Dallas B. Tanner Mr. Tanner has served as our Chief Executive Officer (“CEO”) and a Board member since January 2019. As a founding member of our Company’s business, Mr. Tanner was at the forefront of creating the single-family rental industry. He initially served as Executive Vice President and Chief Investment Officer from the Company’s founding in April 2012 until January 2019, as well as interim President from August 2018 to January 2019, and as President and CEO from January 2019 to February 2023. Prior to the initial public offering of the Company in February 2017, he served on the Boards of the Company’s predecessor entities. Mr. Tanner has more than 20 years of real estate experience through the establishment of numerous real estate platforms. In 2005, he founded Treehouse Group, for which he privately sourced funds for platform investments, including single-family homes, multifamily properties, manufactured housing, residential land, bridge financing, and property management. Mr. Tanner currently serves as a Board member of Roots Management, a manufactured housing platform with 40,000+ homes that operates in 22 states. He also is a member of the HOPE Global Board of Advisors, the Policy Advisory Board of the Harvard Joint Center for Housing Studies, Arizona State University Real Estate Advisory Board, and the Real Estate Roundtable. Mr. Tanner is named a Henry Crown Fellow by the Aspen Institute. He is actively involved in American Indian Services and served as a missionary in the Netherlands and Belgium. Our Board considered Mr. Tanner’s extensive hands-on experience in real estate investment, including the establishment of numerous real estate platforms, and as a founding member of our business, experience managing day-to-day operations of our Company and his prior executive positions. Mr. Tanner’s role as our CEO brings management perspective to Board deliberations and provides valuable information about the status of our day-to-day operations. |

  15. Nominees for Election to the Board of Directors in 2025

    | Age: 62 Director Since: 2018 Independent Committees: Audit Committee Nominating and Corporate Governance Committee Skills and Qualifications: | Jana Cohen Barbe Ms. Barbe has served on our Board since November 2018. Ms. Barbe also serves as an independent Director of The Boler Company, a family enterprise, and the owner of Hendrickson International, a primary supplier of suspensions and related systems to North American heavy-duty truck and trailer manufacturers and to most manufacturers worldwide. Since 2021, Ms. Barbe has also acted as a strategic business advisor to private equity firms, financial institutions and others on matters relating to affordable housing. Prior to 2021, Ms. Barbe was a partner at Dentons, the largest law firm in the world (and its predecessor firms) where for more than 25 years she advised many of the world's leading financial institutions and insurance companies on highly regulated affordable housing and community development investments while also serving in multiple leadership roles including as Global Vice Chair, Global Real Estate Practice Chair, and Chair of the Global Financial Institutions Sector of the law firm. Ms. Barbe was honored for her lasting contributions to the legal profession by Corporate Counsel and Inside Counsel magazines when they awarded her the 2019 Women, Influence & Power Lifetime Achievement Award. Ms. Barbe is a past Chairperson of the Board of Thresholds, Illinois' oldest and largest provider of housing and supportive services for individuals with severe and persistent mental illnesses, and remains a Life Director of Thresholds. Ms. Barbe is also a past Chairperson of the Board of Advisors of Catalyst, Inc., the much-acclaimed international women’s advocacy organization. Ms. Barbe has earned the CERT Certificate in Cybersecurity Oversight for board members from NACD and the CERT Division of the Software Engineering Institute of Carnegie Mellon University. Our Board considered Ms. Barbe’s real estate and finance background, including her chairing Dentons’ Real Estate Practice and Financial Institutions Sector, her expertise in transactional, operational, and regulatory matters including affordable housing and community development, strategic vision, and her risk management experience, which are a complement to the skills and qualifications of our directors. The Board also considered Ms. Barbe’s leadership in strategic implementation of corporate social responsibility initiatives. |

  16. Nominees for Election to the Board of Directors in 2025

    | 2025 Proxy Statement | 11 |

  17. Nominees for Election to the Board of Directors in 2025

    | Age: 56 Director Since: 2024 Independent Committees: Audit Committee Nominating and Corporate Governance Committee Skills and Qualifications: | H. Wyman Howard III Mr. Howard has served on the Board since October 2024. Mr. Howard retired from the U.S. Navy in September 2022 as Rear Admiral (Upper Half) after over 32 years of service in Naval Special Warfare and Joint Special Operations. He has had multiple tours in command of Special Operations Joint Task Forces and was among the first to deploy into Afghanistan following the attacks on September 11, 2001. The combat contributions of the teams Mr. Howard commanded, and with whom he served, were recognized with five Presidential Unit Citations, a Navy Unit Commendation medal, and four Joint Meritorious Unit Awards. Mr. Howard’s joint, interagency, and intelligence experience include service as the second Director of Operations for the National Geospatial-Intelligence Agency in 2016, Commander, Special Operation Command Central from 2018-2020, and as the Commander, Naval Special Warfare Command, from 2020 to 2022, which are equivalent leadership roles of a Chief Operating Officer and Chief Executive Officer, respectively. Mr. Howard also serves on the board of Bridger Aerospace Group Holdings, Inc. (NASDAQ: BAER), an aerial wildfire suppression and aerospace services company. Mr. Howard is a Frontier Scientific Solutions partner, a provider of life sciences supply chain solutions, a McKinsey & Co. Senior Advisor, and an advisor to a portfolio of Advanced Industry sector companies. Mr. Howard holds a Professional Certificate in Artificial Intelligence and Business Strategy from the Massachusetts Institute of Technology’s Computer Science and Artificial Intelligence Laboratory. Our Board considered Mr. Howard's distinctive leadership at the strategic, operational, and tactical levels and his unique sensitivity to strategic risks and a deep set of interagency and governmental relationships. His deep experience in risk mitigation, cyber threats, and innovative security solutions, and strong understanding of the key strategic challenges and opportunities, make him well-positioned to oversee strategic planning, operations, and logistics and to protect and advance organizational resilience in an ever-evolving landscape. |

  18. Nominees for Election to the Board of Directors in 2025

    | Age: 70 Director Since: 2017 Independent Committees: Investment and Finance Committee (Chairperson) Nominating and Corporate Governance Committee Skills and Qualifications: | Jeffrey E. Kelter Mr. Kelter has served on our Board since November 2017. From January 2016 to November 2017, Mr. Kelter served on the Board of SWH and, from January 2014 to January 2016, served on the Board of SWAY. Mr. Kelter is a Co-Founder and has been a Partner of KSH Capital since 2015. KSH Capital provides real estate entrepreneurs with capital and expertise to grow their platforms. Prior to founding KSH Capital, Mr. Kelter was the Founding Partner and Chief Executive Officer of KTR Capital Partners from 2005 to 2015, a leading private equity real estate investment and operating company focused on industrial properties throughout North America. KTR Capital Partners and its commingled investment funds were sold in May 2015 to a joint venture of Prologis, Inc. (NYSE: PLD) and Norges Bank Investment Management. Prior to founding KTR Capital Partners, from 1997 to 2004, Mr. Kelter was President, Chief Executive Officer and served on the Board of Trustees of Keystone Property Trust, an industrial real estate investment trust (“REIT”). Mr. Kelter founded the predecessor to Keystone Property Trust in 1982, and took the company public in 1997, where he and the management team directed its operations until its sale in 2004. Prior to forming Keystone Property Trust, he served as President and Chief Executive Officer of Penn Square Properties, Inc., a real estate company which he founded in 1982. Mr. Kelter serves as Chairman of the Board of Directors of Bridger Aerospace Group Holdings, Inc. (NASDAQ: BAER), serves on the Northwell Health Cancer Institute Advisory Council, and he is a trustee of The Urban Land Institute and Cold Spring Harbor Laboratory. Mr. Kelter formerly served as a trustee at Westminster School and Trinity College and formerly served on the Board of Gramercy Property Trust (NYSE: GPT) from 2015 to 2018. Our Board considered Mr. Kelter’s management leadership and governance experience as President and Chief Executive Officer of Keystone and Penn Square and his extensive experience of over 20 years in commercial real estate. Our Board also considered Mr. Kelter’s deep experience and strong understanding of the key strategic challenges and opportunities of running a REIT. |

  19. Nominees for Election to the Board of Directors in 2025

    | 12 | |

  20. Nominees for Election to the Board of Directors in 2025

    | Age: 47 Director Since: Nominee Independent Skills and Qualifications: | Kellyn Smith Kenny Ms. Kenny serves as the Chief Marketing and Growth Officer of AT&T, responsible for accelerating customer acquisition, increasing customer lifetime value, and strengthening AT&T’s premium position. She oversees digital, advertising, brand, media and sponsorships, market research and insights, competitive and customer intelligence, and growth products. Prior to AT&T, Ms. Kenny served as the global Chief Marketing Officer at Hilton Worldwide, where she led marketing for the company’s 18 trading brands, and the Hilton Honors loyalty program with over 100 million members. Before Hilton, Ms. Kenny held senior positions at Uber Technologies, Capital One Financial, and Microsoft Corporation. Ms. Kenny serves as Chair Emeritus of the Mobile Marketing Association, a marketing trade association, as an Executive Committee Member for AdCouncil, and as a Board Member for the Association of National Advertisers. She is among a select class of leaders to be named a Henry Crown Fellow by the Aspen Institute. Ms. Kenny has been recognized for marketing innovation, effectiveness, and leadership by Forbes, Adweek, and more. Her marketing and advertising campaigns have won multiple EFFIE Awards, CLIOs, Cannes Lions, and SHORTY Awards. Ms. Kenny was nominated to serve on our Board because of her considerable leadership and operating experience and expertise in developing key corporate strategies with important insights and perspectives with respect to marketing, growth, and long-range planning, which is invaluable to our efforts to develop innovative marketing solutions. Ms. Kenny's experience at trusted national brands provides her a deep understanding of consumer experiences and insights. |

  21. Nominees for Election to the Board of Directors in 2025

    | Age: 64 Director Since: 2020 Independent Committees: Compensation and Management Development Committee Investment and Finance Committee Skills and Qualifications: | Joseph D. Margolis Mr. Margolis has served on our Board since May 2020. Mr. Margolis is a member of the Board of Directors and the Chief Executive Officer of Extra Space Storage, Inc. (NYSE: EXR). He has held this position since January 1, 2017. Previously, he served as Executive Vice President and Chief Investment Officer of Extra Space Storage, Inc. from July 2015 until December 31, 2016. From 2011 until July 2015, he was Senior Managing Director and Partner at Penzance Properties, a vertically integrated owner, operator and developer of office and other properties in the Washington, D.C. metro area. Previously, Mr. Margolis was a co-founding partner of Arsenal Real Estate Funds, a private real estate investment management firm, from 2004 through 2011. Before forming Arsenal in 2004, from 1992 to 2004, Mr. Margolis held senior positions at Prudential Real Estate Investors in portfolio management, capital markets and as General Counsel. Before that, Mr. Margolis worked for The Prudential Insurance Company of America as in-house real estate counsel from 1988 through 1992, and as a real estate associate at the law firm of Nutter, McClennen & Fish from 1986 through 1988. Our Board considered Mr. Margolis’ extensive finance and real estate experience and senior executive experience in dealing with complex management, financial, risk assessment, business, and governance issues, which enable him to provide us with business leadership and financial expertise. Mr. Margolis’ extensive experience and instrumental role in developing key corporate strategies provide important insights and perspectives with respect to growth and long-range planning. |

  22. Nominees for Election to the Board of Directors in 2025

    | 2025 Proxy Statement | 13 |

  23. Nominees for Election to the Board of Directors in 2025

    | Age: 59 Director Since: 2015 Independent Committees: Compensation and Management Development Committee Investment and Finance Committee Skills and Qualifications: | John B. Rhea Mr. Rhea has served on our Board since January 2017 and, prior to our initial public offering, from October 2015 to January 2017, served on the Boards of the Company’s predecessor entities. Since September 2020, Mr. Rhea has been a partner at Centerview Partners, an independent investment banking advisory firm. In March 2021, Mr. Rhea was elected to the Board of Directors of State Street Corporation (NYSE:STT), one of the world’s leading providers of financial services to institutional investors, including investment servicing, investment management and investment research and trading. Mr. Rhea served as Senior Advisor and President, Corporate Finance & Capital Markets at Siebert Williams Shank & Co., LLC, a full-service investment banking firm, from June 2017 to September 2020. Mr. Rhea is also Managing Partner of RHEAL Capital Management, LLC, a real estate development and investment firm he founded in March 2014, specializing in affordable and market rate housing, public private partnerships, and acquisition and repositioning of commercial real estate in urban communities. Mr. Rhea previously served as a Senior Advisor to The Boston Consulting Group, a worldwide management consulting firm from July 2014 to September 2017. From May 2009 to January 2014, Mr. Rhea was a senior appointee of Michael R. Bloomberg, Mayor of the City of New York, where he served as Chairman and Chief Executive Officer of the New York City Housing Authority, the largest public housing authority in North America. Prior to his service with the Bloomberg Administration, Mr. Rhea was Managing Director and Co-Head of Consumer and Retail investment banking at Barclays Capital (and its predecessor firm Lehman Brothers) from May 2005 to April 2009. Previously, Mr. Rhea served as Managing Director at JPMorgan Chase & Co. from May 1997 to April 2005. Earlier in his career, Mr. Rhea worked at PepsiCo, Inc. and The Boston Consulting Group. Mr. Rhea has served on and chaired several non-profit boards and is currently a director of Red Cross Greater New York and University of Detroit Jesuit High School. Our Board considered Mr. Rhea’s significant experience in our industry, including in development and regulation and his prior senior positions at real estate companies and regulatory bodies, including as Chairman and CEO of the New York City Housing Authority, and other companies. The Board also considered Mr. Rhea’s extensive experience in the investment banking industry providing a valuable insight into capital markets and trends. |

  24. Nominees for Election to the Board of Directors in 2025

    | Age: 69 Director Since: 2023 Independent Committees: Audit Committee (Chairperson) Nominating and Corporate Governance Committee Skills and Qualifications: | Frances Aldrich Sevilla-Sacasa Ms. Aldrich Sevilla-Sacasa has served on our Board since May 2023. Ms. Aldrich Sevilla-Sacasa is a private investor and was Chief Executive Officer of Banco Itaú International, Miami, Florida, from April 2012 to December 2016. Prior to that time, she served as Executive Advisor to the Dean of the University of Miami School of Business from August 2011 to March 2012, Interim Dean of the University of Miami School of Business from January 2011 to July 2011, President of U.S. Trust, Bank of America Private Wealth Management from July 2007 to December 2008, President and Chief Executive Officer of US Trust Company from early 2007 until June 2007, and President of US Trust Company from November 2005 until June 2007. She previously served in a variety of roles with Citigroup’s private banking business, including President of Latin America Private Banking, President of Europe Private Banking, and Head of International Trust Business. Ms. Aldrich Sevilla-Sacasa also serves on the Boards of Camden Property Trust (NYSE: CPT) and the Delaware Funds by Macquarie. Our Board considered Ms. Aldrich Sevilla-Sacasa’s considerable experience in financial services, banking, and wealth management. In addition, the Board considered her experience as a former President and Chief Executive Officer of a trust and wealth management company, and as a director of other corporate and not-for-profit boards which has provided Ms. Aldrich Sevilla-Sacasa with expertise in the areas of corporate governance, business strategy, risk management, and financial reporting and internal controls. |

  25. Nominees for Election to the Board of Directors in 2025

    | 14 | |

  26. Nominees for Election to the Board of Directors in 2025

    | Age: 63 Director Since: 2023 Independent Committees: Audit Committee Compensation and Management Development Committee (Chairperson) Skills and Qualifications: | Keith D. Taylor Mr. Taylor has served on our Board since May 2023. Mr. Taylor is the Chief Financial Officer of Equinix, Inc. (Nasdaq: EQIX), a leading multinational digital infrastructure company. He has held this position since September 2005. From 2001 to 2005, Mr. Taylor served in various roles at Equinix Inc., including Vice President, Finance, and Chief Accounting Officer. From 1999 to 2001, he served as Director of Finance and Administration of Equinix Inc. Prior to that, from 1996 to 1999, Mr. Taylor served as Vice President, Finance, and Interim Chief Financial Officer at International Wireless Communications, an operator, owner and developer of wireless communications networks. Mr. Taylor is a member of the Board of Directors of Yumpingo Ltd., a U.K. company providing a next-generation hospitality customer experience management platform, and a member of the Board of Directors of Frozen Logistics, LLC, a leading cold storage and logistics provider, specializing in direct-to-consumer fulfillment of frozen goods. Mr. Taylor is a chartered public accountant. Our Board considered Mr. Taylor’s extensive experience in corporate finance and accounting, financial reporting and internal controls, human resources, and compensation, which he accumulated through his service as the Chief Financial Officer of a large publicly-traded company. The Board also considered Mr. Taylor's strong understanding of the key strategic challenges and opportunities of running a large business. |

  27. Nominees for Election to the Board of Directors in 2025

    | 2025 Proxy Statement | 15 |

  28. Compensation of Directors

    Compensation of Directors Our non-employee directors are entitled to receive cash compensation, as well as equity compensation in the form of restricted stock units (“RSUs”), for their Board service. Mr. Tanner, our CEO, receives no compensation for serving on our Board.

  29. Compensation of Directors

    | Highlights of Our Non-Employee Director Compensation Program | | | No Fees for Board or Committee Meeting Attendance: Meeting attendance is an expected part of Board service. | | | Emphasis on Equity: There is an emphasis on equity in the overall compensation mix to further align interests with stakeholders. | | | Recognition of Special Roles: Special roles, such as Committee chairpersons, are recognized for their additional time commitments. | | | Annual Equity Grants: Equity awards are granted annually with a fixed value and one-year vesting schedule, providing alignment with stockholders’ interests. | | | Robust Stock Ownership Guidelines: A guideline of five times the annual Board membership cash retainer supports alignment with stakeholders’ interests and mitigates potential compensation-related risk. | | | No Perquisites and No Related Tax Gross-Ups. | |

  30. 2024 Annual Director Compensation Program

    2024 Annual Director Compensation Program Our Compensation and Management Development Committee is responsible for reviewing and advising on the compensation of our non-employee directors. To assist with this duty, they have engaged an independent compensation consultant, Ferguson Partners Consulting (“FPC”), to perform periodic reviews of our non-employee director compensation program, which includes an analysis of market trends and best practices and a comparison versus our peer group companies. In 2024, our non-employee directors received annual compensation, as follows: • an annual cash retainer of $85,000, and $235,000 in the case of the Board Chairperson; • an annual cash retainer of $12,500 for service on each of the Board committees; • an additional annual cash retainer of $25,000 for those serving as Chairpersons of the Audit Committee, Compensation and Management Development Committee, Nominating and Corporate Governance Committee, and Investment and Finance Committee; and • an equity award of $190,000, in the form of time vesting RSUs, granted on the date of the annual stockholders meeting, which will vest in full on the date of our next annual meeting of stockholders following the grant date, subject to the director’s continued service on such vesting date, and will be in respect of a number of shares equal to the award amount divided by the closing price of our common stock on the NYSE on the grant date. Excludes $12,500 annual cash retainers for committee service and $25,000 additional annual cash retainers for committee Chairpersons.

  31. 2024 Annual Director Compensation Program

    | 2025 Proxy Statement | 19 |

  32. Compensation of Directors

    Compensation of Directors All RSUs granted to directors entitle the director to dividend equivalent payments in respect of the director’s RSUs, whether his or her RSUs are unvested or vested and not yet settled. The dividend equivalents are deliverable to the director on the regular payment date that such dividends are made to the Company’s stockholders and in the same form as delivered to such stockholders whether in cash or common stock. To date, all dividends declared on the Company’s common stock were paid in cash. In addition, while our directors are not paid any fees for attending meetings, each director is reimbursed for reasonable travel and related expenses associated with his or her attendance at Board or committee meetings. Our non-employee directors who receive compensation for their service on the Board are also subject to a stock ownership policy, as described below under “Executive Compensation—Compensation Discussion and Analysis.”

  33. Director Compensation Table for Fiscal 2024

    Director Compensation Table for Fiscal 2024 The table below sets forth information regarding non-employee director compensation for the fiscal year ended December 31, 2024.

  34. Director Compensation Table for Fiscal 2024

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Michael D. Fascitelli | $235,000 | $190,015 | $425,015 | | Jana Cohen Barbe | $110,000 | $190,015 | $300,015 | | Richard D. Bronson | $122,500 | $190,015 | $312,515 | | H. Wyman Howard III | $21,250 | $121,281 | $142,531 | | Jeffrey E. Kelter | $122,500 | $190,015 | $312,515 | | Joseph D. Margolis | $110,000 | $190,015 | $300,015 | | John B. Rhea | $110,000 | $190,015 | $300,015 | | Keith D. Taylor | $122,500 | $190,015 | $312,515 | | Janice L. Sears | $110,000 | $190,015 | $300,015 | | Frances Aldrich Sevilla-Sacasa | $122,500 | $190,015 | $312,515 |

  35. Director Compensation Table for Fiscal 2024

    (1) Amount represents the cash fees earned by each director during 2024 pursuant to our non-employee director compensation program; the amount reported for Mr. Howard is prorated for the period he served on the Board during 2024. (2) Amount represents the aggregate grant date fair value of the directors’ annual RSU awards granted in 2024 calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, using the assumptions discussed in Note 10 to the consolidated financial statements included in our 2024 Form 10-K. In accordance with the SEC’s rules, dividend equivalents that accrued on equity awards in 2024 are not reported above, because dividends were factored into the grant date fair value of these awards. The amount reported for Mr. Howard represents a pro-rated award for the period he served on the Board during 2024. As of December 31, 2024, each non-employee director, except for Mr. Howard, held 5,330 unvested RSUs, and Mr. Howard held 3,402 unvested RSUs, representing each director’s 2024 annual RSU award.

  36. Director Compensation Table for Fiscal 2024

    | 20 | |

  37. Strong Compensation Governance

    | What We Do | | | Pay-for-Performance: The majority of our executive compensation is performance-based and at-risk, tied to rigorous absolute and relative performance goals. | | | Alignment with Stakeholder Interests: We reward performance that meets or exceeds goals that the Compensation and Management Development Committee establishes with the objective of increasing stockholder value over time, aligning with other stakeholders’ interests and driving long-term strategic outcomes. | | | Annual Say-on-Pay Vote: We conduct a stockholder advisory vote on executive compensation annually. | | | Recoupment Policies: We have a clawback policy requiring mandatory recovery of certain incentive compensation paid to executive officers in the event of a material financial restatement. | | | Short-Term and Long-Term Incentives: Our annual and long-term incentive plans provide a balance of incentives and include rigorous metrics to measure the Company’s performance. | | | Capped Incentive Awards: Payouts under our 2024 annual and long-term incentive plans are capped at 200% of target. | | | Independent Compensation Consultant: Our Compensation and Management Development Committee engages an independent compensation consultant that does not provide any other consulting or other services to the Company. | | | Robust Stock Ownership Guidelines: To further align the interests of management with our stakeholders, we have stock ownership guidelines that require our executive officers to hold a significant multiple of their annual base salary in equity. | |

  38. Strong Compensation Governance

    | What We Don't Do | | | Employment Agreements: We do not enter into individual employment agreements or individual change in control agreements with our executive officers. | | | Compensation Risks: We do not encourage excessive risk taking (we conduct annual formal enterprise risk assessments). | | | Hedging and Pledging: We prohibit hedging and pledging or borrowing against Company stock. | | | Excise Tax Gross-Ups. We do not authorize excise tax gross-ups. | |

  39. Use of Peer Data

    Use of Peer Data We are always competing for the best talent in the marketplace, which is not just limited to other public REITs, but also, private single family rental companies, real estate private equity, and real estate fintech companies. The Compensation and Management Development Committee regularly reviews market data and pay practices and ranges of our “peer” companies to ensure that we continue to offer a relevant and competitive executive pay program each year. As previously mentioned, while our benchmarking analyses focus on other public REITs, we compete for talent with many types of private single family rental companies, real estate private equity, and real estate fintech firms, among others, and are mindful of the design and opportunities across compensation programs that exist at other organizations. The Committee believes this allows the Company to successfully attract and retain the high-quality executive talent critical to the Company’s long-term success. The Compensation and Management Development Committee reviews the potential total compensation package for each of the executive officers against a pre-selected peer group, consisting of other publicly traded REITs, based on data compiled by FPC. Consistent with the objectives of the Company’s executive compensation program, the Committee compares executive officer compensation against these peer companies to ensure that the Company attracts and retains highly qualified executive officers by providing a total executive compensation package that is competitive with those provided by the Company’s peers. FPC assists the Compensation and Management Development Committee in selecting the Company’s peer group.

  40. Use of Peer Data

    | Guiding Factors for Selecting Our Peers | | | Public Single-Family Rental Focus | While there is only one U.S. based public single family rental focused REIT of comparable size to us (American Homes 4 Rent), the Compensation and Management Development Committee selected other companies to create sufficiently robust data for our compensation peer group. | | Ownership Structure and Business Model | Companies organized as publicly traded REITs and companies with similar business models. | | Size and Scope | Companies which are similar in size (with a focus on residential operations), with the primary measure being equity market capitalization (between 0.5x-2.0x of our total market capitalization and such that we rank near the median of the peer group) and number of properties and breadth of portfolio. | | Operational Intensity and Complexity | Companies with a similar complexity of diverse business activities and geographic reach or companies engaged in transactions of a similar complex nature, such as development activities and joint ventures. | | Index | Companies classified within the FTSE Nareit Residential Index, as well as relative weighting within the Index. | | Other Considerations | Companies we compete with for investors, or which key analysts and proxy advisory firms name as a peer and which cite us as a peer. |

  41. Use of Peer Data

    Based on all of the foregoing factors, FPC recommended no change to the peer group in 2024. The Compensation and Management Development Committee re-approved the following peer group of REITs for competitive analyses of compensation that informed decisions on pay opportunities for our NEOs.

  42. Use of Peer Data

    | Peer Company Name | Asset Focus | | American Homes 4 Rent | Single-Family Rental | | AvalonBay Communities, Inc. | Multifamily | | BXP, Inc. | Office | | Camden Property Trust | Multifamily | | Digital Realty Trust, Inc. | Specialty | | Equity Residential | Multifamily | | Essex Property Trust, Inc. | Multifamily | | Extra Space Storage Inc. | Self-Storage | | Healthpeak Properties, Inc. | Health Care | | Mid-America Apartment Communities, Inc. | Multifamily | | Realty Income Corporation | Diversified | | Regency Centers Corporation | Shopping Center | | SBA Communications Corporation | Communications | | Sun Communities, Inc. | Manufactured Housing | | UDR, Inc. | Multifamily |

  43. Elements of Compensation

    | Element | Form | Purpose | Weighting and Metrics | | Base Salary | Cash (Fixed) | To provide market- competitive levels of fixed pay to attract and retain executives. | Fixed rate of pay utilized to attract and retain executives. | | Annual Cash Incentive | Performance- Based Cash (Variable and At-Risk) | To motivate and reward the achievement of annual financial and other performance goals. | 90% Corporate financial objectives (including AFFO per share, Same Store Core Revenue Growth year-over-year, and Adjusted EBITDA Margin)(1)(2), and defined strategic priorities (including an expansion of growth channels and exploring alternative sources of capital and expansion of market footprint, growth in our value-add service offerings, expansion of relationships with new homebuilders, continued targeted external stakeholder engagement to build awareness and understanding of our business and industry, and delivery of further technology enablement and digital technology improvement for residents and associates). | | | | | 10% Individual performance. | | Long-Term Incentive Award | Performance Vesting RSUs (Variable and At-Risk) | To motivate and reward long-term company performance that maximizes stockholder value and retain executives. | 75% Forward-looking three-year performance period in which awards may be earned based 45% upon the compounded, annual growth rate (“CAGR”) of the Company’s TSR relative to the MSCI US REIT Index (the “TSR Relative to RMS Index CAGR”) and 30% upon Same Store NOI Growth CAGR; if earned at the end of the performance period, awards will be eligible to vest on the Certification Date (as defined below); if three-year absolute TSR is negative, TSR metric is capped at target. | | | Time Vesting RSUs | | 25% Awards vest ratably over three years. | | 2022 Outperformance Program(3) | Performance Vesting Partnership Units (Variable and At-Risk) | To align executive pay with stockholder interests, retain the best talent, and develop an internal pipeline of future leaders. | 100% Forward-looking three-year performance period and extended vesting (any award ultimately earned does not fully vest until four years from program commencement); the awards are earned only when performance exceeds hurdles as measured by three-year TSR (50% weighting), and requires outperformance versus the FTSE Nareit Residential Index (50% weighting) and/or positive double-digit stockholder returns. |

  44. Elements of Compensation

    (1) See “Annex A: Non-GAAP Reconciliations” for reconciliation of Total Revenues to Same Store Core Revenues, full year. (2) EBITDA, EBITDAre, and Adjusted EBITDAre are calculated as described in our 2024 Form 10-K, under Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures.” See Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures” in our 2024 Form 10-K for the reconciliation of EBITDA, EBITDAre, and Adjusted EBITDAre to net income (loss) (as determined in accordance with GAAP), the most directly comparable GAAP measure. (3) As more fully described below under “—Outperformance Equity-Based Awards,” our Compensation and Management Development Committee designed our outperformance programs as a way to align executive pay with stockholder interests and to provide an incentive to achieve significant long-term, absolute and relative stock performance. Based on feedback we received from stockholders, the Committee agreed that our annual long-term incentive program represents a more direct method of aligning our total executive compensation with stockholder interests and market rates than outperformance awards. With this in mind, we did not make supplementary outperformance awards in 2024, and do not anticipate utilizing such awards in the future. Our executive compensation program provides significant alignment between pay and performance by linking a meaningful portion of total compensation to the achievement of operational and strategic goals through our short-term incentive program, as well as rigorous relative shareholder return goals through our long-term incentive program.

  45. Elements of Compensation

    In 2024, approximately 91% of our CEO’s total target compensation and approximately 81% of our other NEOs’ total target compensation was at-risk and not guaranteed and 9% and 19%, respectively, was fixed (base salary). To build even stronger pay-for-performance alignment with our stockholders, long-term incentive awards are predominantly “at-risk” performance-based equity awards, the ultimate value of which depends entirely on the Company’s future relative total shareholder return and three-year Same Store NOI growth. The following diagrams present the allocation of total pay among different components of our executive compensation program for our CEO and the weighted average of each component for our other NEOs as a group.

  46. 2024 Annual Cash Incentive Program

    2024 Annual Cash Incentive Program In 2024, our NEOs participated in an annual cash incentive program under which each of the executives was eligible to receive an annual cash incentive based upon the achievement of certain performance criteria. The goals were comprised of corporate financial objectives and strategic priorities, which were shared by all NEOs, and individual performance, which included goals which were unique to each executive. These goals were pre-established, with the majority measured objectively. Each of our NEO's total award opportunity under the 2024 annual cash incentive program was designed to be based on the financial, corporate, and individual performance as set forth below:

  47. 2024 Annual Cash Incentive Program

    | AFFO per Share | Same Store Core Revenue Growth year-over-year | Adjusted EBITDA Margin | Strategic Priorities | Individual Performance | | 30% | 20% | 20% | 20% | 10% |

  48. 2024 Performance

    2024 Performance The Compensation and Management Development Committee established specific performance goals for our NEOs within each of the above corporate metrics that contained a defined threshold (50%), target (100%), and maximum (200%) opportunity. Our target level generally aligned with our budget, with a bandwidth from target in which the maximum opportunity requires a high degree of performance. Annual cash incentive scores were interpolated on a straight-line basis based on actual achievement between the threshold, target, and maximum levels with no payout for any performance measure that did not achieve the threshold. The diagrams below illustrate the specific goals across each corporate metric, which were established at the beginning of 2024, as well as our actual results.

  49. 2024 Performance

    Mr. Tanner’s individual performance, inclusive of his individual goals, made up 10% of his 2024 annual cash incentive. His goals focused on the following key corporate strategy areas: improving operational and financial performance; driving accretive growth; and enhancing Company culture and reputation. To improve operations and financial performance, he prioritized consolidating the operating structure under the Chief Operating Officer's organization, aligning leasing and property management with turns and maintenance, and working with executive leadership to improve cross-department collaboration and resource availability. He also engaged key leadership to manage third-party property management, support, and asset management. For accretive growth, he led a capital allocation campaign with new strategic partners, supported establishment of new joint ventures, and explored additional capital-light growth opportunities. To strengthen Company culture and reputation, he focused on fostering a culture of respect, opportunity, and belonging. This included encouraging executive leaders to actively engage with associates and reinforce a positive tone at the top, increasing community engagement, and enhancing the Company's governmental affairs strategy—including the recent hiring of our new head of government affairs. For Messrs. Olsen, Young, Eisen, and Solls, individual goals were established by reference to our corporate strategy, designed to position the Company competitively and thereby deliver superior performance, and ultimately create value for our stockholders while benefiting our associates, residents, and communities. Each NEO’s goals were tied to their specific areas of responsibility. The above named NEOs’ individual performance achievements, inclusive of their individual goals, included the following. • Mr. Olsen led our Company’s strong performance against financial measures, including the issuance of unsecured debt. Under his leadership, the Company achieved improved credit ratings, strengthened investor confidence through effective shareholder engagement, and successfully balanced investment in long-term strategic priorities with thoughtful expense management. Mr. Olsen also played a pivotal role in driving margin expansion and enhancing cost controls. • Mr. Young focused on talent development, operational improvements, and strategic growth to enhance Company performance. To strengthen leadership and foster growth, he led and supported the design and execution of multiple operations department's leadership changes, aimed at improving cross-training, creating growth opportunities, and supporting leadership development. In support of operational efficiency and resident experience, Mr. Young worked to leverage the Company’s scale, refine operating protocols, and optimize technology solutions. His efforts included expanding value-add services, and upgrading the leasing platform. To drive strategic growth, Mr. Young focused on expanding investment channels by adding new business lines, seeking alternative capital sources, and exploring market expansion opportunities. He played a key role in growing the third-party management business and advancing the development of build-to-rent communities. • Mr. Eisen focused on improving operational and financial performance and driving growth through key strategic initiatives. His efforts included enhancing the investment management organization by adding expertise in joint venture management, land development, and acquisitions. To support accretive growth, he worked to expand the third-party capital management business by increasing management agreements and establishing new joint ventures. He also focused on improving and accelerating the development of new build-to-rent communities and made significant progress in updating the underwriting process for new acquisitions. • Mr. Solls focused on strengthening the Company's legal, risk management, and compliance framework while supporting strategic growth and talent development. He played a key role in leading the settlement of regulatory matters, accelerating risk management capabilities, and maintaining a strong risk, control, and compliance environment. His efforts enhanced the Company’s ability to detect and monitor internal risks. Mr. Solls led legal oversight on acquisitions, joint ventures, and agreements related to professional property and asset management services. He also led advocacy efforts on matters affecting the Company, ensuring its interests were well-represented. In addition, Mr. Solls strengthened the Company’s governmental affairs strategy, working to enhance its standing with policymakers and key stakeholders. He expanded the Company's ability to monitor legislative and regulatory developments, aiming to align business processes with applicable federal, state, and local laws and regulations. In 2024, individual performance scores were based on a three-rating qualitative scale of needs improvement, solid performance, or exceptional performance, which then corresponded to an applicable range of potential achievement for the annual cash incentive. Associates who were rated needs improvement could have been awarded 0-50% achievement, those rated solid performance, 90-110% achievement, and those with exceptional performance, 130-200% achievement for the individual performance component of the annual cash incentive.

  50. 2024 Performance

    In February 2024, the Compensation and Management Development Committee determined the results of the individual performance for Mr. Tanner. Individual performance scores for other NEOs were reviewed and scored by Mr. Tanner and ultimately approved by the Committee. Based on these individual performance scores and the achievement of the corporate financial objectives set forth above, the Committee approved the following 2024 actual annual incentive awards based on the 2024 annual incentive plan design discussed previously:

  51. 2024 Performance

    | Name | Target(1) | Target Award (% of FYE Base Salary) | Actual Cash Incentive as a % of Target | Amount Earned(2) | | Dallas B. Tanner | $2,000,000 | 200% | 96.5% | $1,930,000 | | Jonathan S. Olsen | $687,500 | 125% | 96.5% | $640,241 | | Charles D. Young | $1,050,000 | 150% | 96.5% | $1,013,250 | | Scott G. Eisen | $1,050,000 | 150% | 99.5% | $1,044,750 | | Mark A. Solls | $656,250 | 125% | 105.5% | $666,437 |

  52. 2024 Long-Term (Equity) Incentive Program

    2024 Long-Term (Equity) Incentive Program On February 22, 2024, the Compensation and Management Development Committee approved our 2024 long-term incentive equity award program (the “2024 LTIP”) under the Invitation Homes Inc. 2017 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), and as of March 1, 2024, granted our NEOs equity-based awards in the form of time vesting RSUs and performance vesting RSUs. When considering the design of the 2024 LTIP, the Committee incorporated several key design practices:

  53. 2024 Long-Term (Equity) Incentive Program

    | Majority Performance-Based | Target to Outperform | Investor Alignment | | A majority (75%) is performance-based and tied to rigorous performance goals; 25% is time-based and aids in long-term retention | In order to earn the target award, the Company must outperform the MSCI US REIT Index by 50 basis points for the Relative TSR metric | TSR awards are capped at target if the Company’s three-year absolute TSR is negative |

  54. 2024 Long-Term (Equity) Incentive Program

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  55. 2024 Long-Term (Equity) Incentive Program

    For each individual award, 75% of the 2024 LTIP RSUs at target are based on performance. 45% are tied to the TSR Relative to RMS Index CAGR (with a cap at target if the Company’s absolute TSR is negative), and 30% are tied to the Company’s Same Store NOI Growth CAGR. The Compensation and Management Development Committee set goals which are reasonably achievable but challenging.

  56. 2024 Long-Term (Equity) Incentive Program

    | Performance- Based RSUs | 3-Year Relative TSR vs. MSCI US REIT Index | Payout Levels Threshold (50%) Target (100%) Maximum (200%) | Hurdles -600 bps +50 bps +600 bps | | | 3-Year Same-Store NOI Growth | Payout Levels Threshold (50%) Target (100%) Maximum (200%) | Hurdles 2.5% 4.0% 5.5% | | | Vest at the end of the three-year performance period | | | | Time-Based RSUs | Vest ratably over three years | | |

  57. 2024 Long-Term (Equity) Incentive Program

    The performance vesting RSUs under the 2024 LTIP may be earned based on the achievement of performance conditions over a three-year performance period from January 1, 2024 through December 31, 2026. The number of performance vesting RSUs that may be earned will be determined based on performance achieved during the specified performance period. The performance vesting RSUs may be earned based on two performance measures: (1) the TSR Relative to RMS Index CAGR for the performance period; and (2) the Company’s Same Store NOI Growth CAGR. The RMS Index was chosen as a relative index as it captures our performance relative to other REITs that compete with us for investment capital and due to the fact that all of the S&P 500 REITs are included in the index as well. Under the terms of the 2024 LTIP award agreements, each of our NEOs is eligible to earn, in respect of each performance condition, a threshold, target, and maximum number of performance vesting RSUs based on whether the performance criteria are achieved at threshold, target, or maximum levels. The total number of performance vesting RSUs earned with respect to each performance measure is based on an achievement factor which, in each case, ranges from a 0% payout for below threshold performance, to 50% for threshold performance, to 100% for target performance, and up to 200% for performance at maximum levels or above. The resulting achievement will be interpolated on a straight-line basis based on actual achievement between the threshold, target, and maximum levels with no payout for any performance measure that did not achieve the threshold. In general, performance vesting RSUs are earned on the date after the end of the performance period on which the Compensation and Management Development Committee certifies the extent to which the performance criteria have been achieved (the “Certification Date”). The performance vesting RSUs will vest on the Certification Date, subject to each NEO’s continued employment through such Certification Date except in the event of a qualifying involuntary termination. Any unearned performance vesting RSUs will be forfeited without consideration. The time vesting RSUs under the 2024 LTIP are scheduled to vest in equal annual installments on each of the first three anniversaries of March 1, 2024, subject to each NEO’s continued employment through the applicable vesting date, with certain limited exceptions.

  58. 2024 Long-Term (Equity) Incentive Program

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  59. 2024 Long-Term (Equity) Incentive Program

    Under the 2024 LTIP, the Compensation and Management Development Committee granted time vesting and performance vesting RSUs to our NEOs in the following amounts (the number of performance vesting RSUs below reflects the number of shares at target), with the actual number of shares to be earned based on the actual achievement of the performance criteria described above.

  60. 2024 Long-Term (Equity) Incentive Program

    | Name | Performance Vesting RSUs(1) (Target) (#) | Time Vesting RSUs(1) (#) | | Dallas B. Tanner | 163,767 | 58,085 | | Jonathan S. Olsen | 30,612 | 10,857 | | Charles D. Young | 61,222 | 21,714 | | Scott G. Eisen | 44,897 | 15,924 | | Mark A. Solls | 20,408 | 7,238 |

  61. 2024 Long-Term (Equity) Incentive Program

    (1) The closing price of our common stock on the NYSE on the grant date of March 1, 2024, was $34.54. Conversion to RSUs for the TSR component of the award assumes a TSR valuation factor of 111.15% for NEOs.

  62. Status of Pre-2024 Long-Term (Equity) Incentive Programs

    Status of Pre-2024 Long-Term (Equity) Incentive Programs Mr. Eisen joined our Company as the Executive Vice President and Chief Investment Officer in August 2023 and did not participate in the 2023, 2022, and 2021 long-term incentive programs. Mr. Olsen was named our Executive Vice President, Chief Financial Officer and Treasurer in June 2023 and was not an NEO for the purposes of the 2022 and 2021 long-term incentive programs.

  63. 2021 LTIP Awards

    2021 LTIP Awards In February 2021, the Compensation and Management Development Committee approved our 2021 long-term incentive equity award program (the “2021 LTIP”), under the Omnibus Incentive Plan, comprising equity-based awards in the form of time vesting RSUs and performance vesting RSUs. The time vesting RSUs under the 2021 LTIP vested in equal annual installments on each of the first three anniversaries of March 1, 2021. The performance vesting RSUs under the 2021 LTIP were earned based on the achievement of performance conditions over a three-year performance period from January 1, 2021 through December 31, 2023. The number of performance vesting RSUs that were earned were determined based on two performance measures: (1) the TSR Relative to RMS Index CAGR for the performance period; and (2) the Company’s Same Store NOI Growth CAGR. Actual performance for the two metrics included were as follows:

  64. 2021 LTIP Awards

    | 2021 LTIP | Target | Achievement | Payout | | TSR Relative to RMS Index CAGR | +50bps | +140bps | 116% | | Same Store NOI Growth CAGR | 4.75% | 7.2% | 200% |

  65. 2021 LTIP Awards

    The performance vesting RSUs vested on the Certification Date. Any unearned performance vesting RSUs were forfeited without consideration. The overall achievement of the performance portion of the 2021 LTIP award was 150%.

  66. 2021 LTIP Awards

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  67. 2021 LTIP Awards

    Under the 2021 LTIP, the Compensation and Management Development Committee granted time vesting and performance vesting RSUs to our NEOs in the following amounts (the number of performance vesting RSUs at target and at the actual achievement of the performance criteria described above).

  68. 2021 LTIP Awards

    | Name | Performance Vesting RSUs(1) (Target) (#) | Actual Achievement of Performance Vesting RSUs(2) (#) | Time Vesting RSUs(1) (#) | | Dallas B. Tanner | 166,741 | 249,286 | 55,423 | | Charles D. Young | 46,175 | 69,034 | 15,348 | | Mark A. Solls | 21,164 | 31,641 | 7,035 |

  69. 2021 LTIP Awards

    (1) The closing price of our common stock on the NYSE on the grant date of March 1, 2021, was $29.32. Conversion to RSUs for the TSR component of the award assumes a TSR valuation factor of 99.53% for NEOs. (2) Performance vesting RSUs vested on February 22, 2024, based on actual performance of 116% and 200% for TSR Relative to RMS Index CAGR and Same Store NOI Growth CAGR, respectively.

  70. 2022 LTIP Awards

    2022 LTIP Awards In February 2022, the Compensation and Management Development Committee approved our 2022 long-term incentive equity award program (the “2022 LTIP”), under the Omnibus Incentive Plan, comprising equity-based awards in the form of time vesting RSUs and performance vesting RSUs. The time vesting RSUs under the 2022 LTIP vested in equal annual installments on each of the first three anniversaries of March 1, 2022. The performance vesting RSUs under the 2022 LTIP were earned based on the achievement of performance conditions over a three-year performance period from January 1, 2022 through December 31, 2024. The performance vesting RSUs were earned based on two performance measures: (1) the TSR Relative to RMS Index CAGR for the performance period; and (2) the Company’s Same Store NOI Growth CAGR. Actual performance for the two metrics included were as follows:

  71. 2022 LTIP Awards

    | 2022 LTIP | Target | Achievement | Payout | | TSR Relative to RMS Index CAGR | +50bps | -590bps | 51% | | Same Store NOI Growth CAGR | 8.00% | 6.1% | 0% |

  72. 2022 LTIP Awards

    The performance vesting RSUs vested on the Certification Date, February 21, 2025. Any unearned performance vesting RSUs were forfeited without consideration. The overall achievement of the performance portion of the 2022 LTIP award was 31%. Under the 2022 LTIP, the Compensation and Management Development Committee granted time vesting and performance vesting RSUs to our NEOs in the following amounts (the number of performance vesting RSUs at target and at the actual achievement of the performance criteria described above).

  73. 2022 LTIP Awards

    | Name | Performance Vesting RSUs(1) (Target) (#) | Actual Achievement of Performance Vesting RSUs(2) (#) | Time Vesting RSUs(1) (#) | | Dallas B. Tanner | 146,833 | 45,724 | 47,647 | | Charles D. Young | 49,887 | 15,535 | 16,189 | | Mark A. Solls | 18,516 | 5,766 | 6,009 |

  74. 2022 LTIP Awards

    (1) The closing price of our common stock on the NYSE on the grant date of March 1, 2022, was $37.45. Conversion to RSUs for the TSR component of the award assumes a TSR valuation factor of 95.66% for NEOs. Performance vesting RSUs vested on February 21, 2025, based on actual performance of 51% and 0% for TSR Relative to RMS Index CAGR and Same Store NOI Growth CAGR, respectively.

  75. 2022 LTIP Awards

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  76. 2022 LTIP Awards

    In February 2023, the Compensation and Management Development Committee approved our 2023 long-term incentive equity award program (the “2023 LTIP”), under the Omnibus Incentive Plan, comprising equity-based awards in the form of time vesting RSUs and performance vesting RSUs. The time vesting RSUs under the 2023 LTIP vest in equal annual installments on each of the first three anniversaries of March 1, 2023. The performance vesting RSUs under the 2023 LTIP may be earned based on the achievement of performance conditions over a three-year performance period from January 1, 2023 through December 31, 2025. The number of performance vesting RSUs that may be earned will be determined based on performance achieved during the specified performance period. The performance vesting RSUs may be earned based on two performance measures: (1) the TSR Relative to RMS Index CAGR for the performance period; and (2) the Company’s Same Store NOI Growth CAGR. In general, performance vesting RSUs are earned on the Certification Date, subject to each NEO’s continued employment through such Certification Date except in the event of a qualifying involuntary termination. Any unearned performance vesting RSUs will be forfeited without consideration. Under the 2023 LTIP, the Compensation and Management Development Committee granted time vesting and performance vesting RSUs to our NEOs in the following amounts (the number of performance vesting RSUs below reflects the number of shares at target), with the actual number of shares to be earned based on the actual achievement of the performance criteria described above.

  77. 2022 LTIP Awards

    | Name | Performance Vesting RSUs(1) (Target) (#) | Time Vesting RSUs(1) (#) | | Dallas B. Tanner | 182,008 | 61,759 | | Jonathan S. Olsen | 29,122 | 9,882 | | Charles D. Young | 66,737 | 22,645 | | Mark A. Solls | 23,055 | 7,823 |

  78. 2022 LTIP Awards

    (1) The closing price of our common stock on the NYSE on the grant date of March 1, 2023, was $30.36. Conversion to RSUs for the TSR component of the award assumes a TSR valuation factor of 103.03% for NEOs.

  79. 2023 Sign-On Equity Award for Mr. Eisen

    2023 Sign-On Equity Award for Mr. Eisen The Compensation and Management Development Committee may, from time to time, approve compensation during the fiscal year to attract new executive officers and incentivize them to join our Company. The following one-time equity award is not considered to be a part of Mr. Eisen’s ongoing target annual compensation. On August 1, 2023, pursuant to Mr. Eisen’s offer of employment letter, the Board granted Mr. Eisen a one-time, sign-on equity award in the form of time vesting RSUs with a grant date fair value of $2,000,000 under the Omnibus Incentive Plan (the “Sign-On RSUs”). The Sign-On RSUs are subject to time vesting requirements and will vest in three equal annual installments on each of the first, second, and third anniversaries of the date of grant.

  80. RSU Dividends

    RSU Dividends Holders of time vesting RSUs and earned performance vesting RSUs are entitled to receive dividends or dividend equivalent payments, as applicable, to the extent dividends are declared on the Company’s common stock. Such dividends or dividend equivalent payments, as applicable, are payable on the same date and in the same form as are paid to holders of the Company’s common stock. Unearned performance vesting RSUs accrue dividend equivalents, but such dividend equivalents will only be paid to the extent the underlying performance vesting RSUs are earned and, once earned, are payable in the same form as that paid to the Company’s holders of common stock. To date, all dividends declared on the Company’s common stock were paid in cash.

  81. RSU Covenants

    RSU Covenants Each of the NEO grantees of the RSUs is subject to restrictive covenants related to post-employment non-solicitation and non-competition for 12 months following any termination of employment and indefinite covenants

  82. RSU Covenants

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  83. RSU Covenants

    covering trade secrets, confidentiality and non-disparagement. Under the LTIP award agreements, if there is a restrictive covenant violation or the NEO engages in a detrimental activity (as defined in the applicable LTIP award agreement) in the four-year period following the grant date, the NEO will be required to pay the Company an amount equal to the after-tax proceeds received upon the sale or disposition of the equity award and any shares issued in respect thereof. In addition, the LTIP RSUs are subject to clawback in the event of a material restatement of the Company’s financial results.

  84. 2019 Outperformance Program

    2019 Outperformance Program In May 2019, the Compensation and Management Development Committee approved an outperformance program (the “2019 Outperformance Program”) and granted equity-based awards to select key associates starting at a vice-president level and above, including our NEOs. Messrs. Tanner, Young, and Solls’ awards were granted in the form of a class of units (collectively referred to as “OP Units”) of the Company’s operating partnership, Invitation Homes Operating Partnership LP (the “Operating Partnership”), issued under our Omnibus Incentive Plan, convertible into common units of the Operating Partnership (and ultimately into shares of our common stock at the NEOs’ election on a one-for-one basis), following vesting (upon achievement of specific performance objectives). Mr. Olsen’s 2019 Outperformance Program awards were granted in the form of RSUs. Mr. Eisen did not receive a 2019 Outperformance Program award, because he was hired following the completion of the 2019 Outperformance Program performance period. The key terms of the 2019 Outperformance Program were as follows: • Performance Metrics: Maximum awards require achieving a cumulative TSR of 42% and outperforming the FTSE Nareit Residential Index by 50% over the three-year performance period (April 1, 2022 – March 31, 2025). • Vesting Schedule: Awards are fully vested as of March 31, 2024. They vested in three stages — 50% upon certification of performance, within 60 days of the performance period’s conclusion, 25% on the first anniversary, and 25% on the second anniversary of the conclusion of the performance period. • Achievement: The company achieved absolute TSR of 78.8% which translates into an absolute TSR payout of 100% or maximum award performance. Compared to the FTSE Nareit Residential Index TSR of 50.9%, the resulting TSR ratio is 154.8%, and thus the relative payout is 100% or maximum award performance. As such, the overall payout for the award is 100% or maximum award performance. The table below provides the maximum value of the 2019 Outperformance Program award opportunity and the actual performance achieved at the end of the performance period.

  85. 2019 Outperformance Program

    | Name | 2019 Outperformance Program Award Pool Percentage | Maximum Aggregate Award Opportunity | Actual Achievement ($) | 2024 Vesting ($) | Actual Achievement (#) | 2024 Vesting (#) | | Dallas B. Tanner | 16.6% | $6,000,000 | $6,000,000 | $1,500,000 | 147,204 | 36,801 | | Charles D. Young | 12.0% | $4,340,625 | $4,340,625 | $1,085,156 | 106,493 | 26,624 | | Mark A. Solls | 6.6% | $2,400,000 | $2,400,000 | $600,000 | 58,882 | 14,721 |

  86. 2022 Outperformance Program

    tied to absolute and relative TSR metrics, but features even more rigorous performance requirements to achieve target and maximum payouts. Similarly to the 2019 Outperformance Program, the Compensation and Management Development Committee designed the 2022 Outperformance Program with retention and succession planning in mind, extending participation to select key associates starting at a vice-president level and above, including our NEOs. Mr. Eisen did not receive a 2022 Outperformance Program award, because he was hired following the beginning of the 2022 Outperformance Program performance period. The NEO awards were granted in the form of a class of units of the Operating Partnership (collectively referred to as “2022 OP Units”), issued under our Omnibus Incentive Plan, convertible into common units of the Operating Partnership (and ultimately into shares of our common stock at the NEOs’ election on a one-for-one basis) following vesting (upon achievement of specific performance objectives). Mr. Olsen’s 2022 Outperformance Program awards were granted in the form of RSUs. Below is a summary of the key terms of the 2022 Outperformance Program: • Performance Metrics: Maximum awards require achieving a cumulative TSR of 42% and outperforming the FTSE Nareit Residential Index by 50% over the performance period (April 1, 2022 – March 31, 2025). It does not provide for upside (i.e., above 100% of target) vesting. If the performance objectives are not met, the 2022 OP Units will be cancelled. Additionally, the 2022 Outperformance Program is capped based on a dollar value pool approach. • Vesting Schedule: Earned awards vest 50% upon certification of performance, within 60 days of the performance period’s conclusion, and 50% on the first anniversary of the conclusion of the performance period. • Lock-in Feature: Upon completion of 75% of the performance period, or June 30, 2024 (the “Interim Measurement Date”), the Company calculated performance achieved as of the Interim Measurement Date consistent with the award terms. To the extent the Company’s performance through the Interim Measurement Date would result in a payout if the performance period had ended on that date, a minimum of 50% of such hypothetical payout amounts will be guaranteed as a minimum level payout for the full performance period, so long as certain minimum levels of relative total shareholder return are achieved for the full performance period. As of the Interim Measurement Date, the relative TSR component of the 2022 Outperformance Program was calculated at maximum achievement, while the absolute TSR component was below threshold. As such, overall performance as of the Interim Measurement Date results in a 50% payout of the 2022 Outperformance Program, or a guaranteed minimum payout of 25%, provided that certain minimum levels of relative TSR are achieved for the full performance period. The final award multipliers will be equal to the greater of the payouts determined based on the Interim Measurement Date and performance through March 31, 2025. The awards granted to our NEOs provide for a maximum dollar amount equal to 1.6x their respective total annual target compensation as of the grant date. The lock-in feature was implemented to safeguard against unforeseen events beyond our control that could negatively impact results of operations. Our Compensation and Management Development Committee responded to stockholders’ concerns relating to the “lock-in” feature and committed to not include such features in our future compensation programs. The table below illustrates the value of the 2022 Outperformance Program awards in aggregate and on an annualized basis based on the maximum award value and a 50% payout.

  87. 2022 Outperformance Program

    | | Outperformance | AGGREGATE AWARD OPPORTUNITY | | ANNUALIZED AWARD OPPORTUNITY | | | NEO | Program Award Pool Percentage | 50% Payout | Maximum Award Value | 50% Payout | Maximum Award Value | | Dallas B. Tanner | 23.3% | $7,800,000 | $15,600,000 | $2,600,000 | $5,200,000 | | Charles D. Young | 9.6% | $3,200,000 | $6,400,000 | $1,066,667 | $2,133,333 | | Mark A. Solls | 4.5% | $1,520,000 | $3,040,000 | $506,667 | $1,013,333 |

  88. 2025 Compensation Decisions

    achievement of certain pre-established performance criteria comprised of corporate financial objectives and strategic priorities, and NEOs' individual performance. Notably, the framework of our 2025 long-term incentive equity award program under the Omnibus Incentive Plan continues to: Be strongly weighted on performance, maintaining 75% of the overall award tied to rigorous performance goals over the three-year performance period, with 25% time based over a three-year vesting period (NEOs were allowed to elect to receive their awards in the form of RSUs or OP Units); • Be tied primarily to multi-year relative TSR and secondarily to multi-year NOI growth as the two metrics; • Reward a target payout on the relative TSR component only if the Company outperforms the relative index; and • Include an absolute TSR modifier that can cap the payout for this metric if the Company’s TSR is negative across the three-year measurement period. Additionally, in establishing 2025 executive compensation, our Compensation and Management Development Committee considered market data relative to the peer group and their performance, changes to the responsibilities of our executive officers, level of pay relative to the Company’s other executives, and approved adjustments to certain compensation components for our NEOs for 2025. As noted in last year’s proxy statement describing the results of our stockholder outreach, some of our stockholders perceived the awards under the 2022 Outperformance Program as supplementary and suggested that a different approach within our compensation framework could achieve market-level executive compensation. The 2022 Outperformance Program performance period concluded on March 31, 2025, and based on stockholder feedback and after careful deliberation, the Compensation and Management Development Committee determined to discontinue the outperformance program.

  89. Equity Grant Policies

    Equity Grant Policies The Compensation and Management Development Committee generally grants awards under the Company’s long-term equity incentive program in the first quarter of each fiscal year to incentivize the executive officers to deliver on the Company’s strategic objectives for the new fiscal year, and the Company endeavors to avoid timing such grants around the filing of periodic reports or current reports that may contain material non-public information. The Committee does not have a practice of utilizing options as part of our Company's executive compensation. We have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

  90. Executive Severance Plan

    Executive Severance Plan In June 2017, we adopted a severance plan for associates of the Company at the level of Senior Vice President and above (the “Severance Plan”). Each of our NEOs participates in the Severance Plan. As a condition to becoming eligible for benefits under the Severance Plan, each participant must agree to terminate and cancel such other employment, severance protection, or other individual prior agreements relating to severance or termination benefits between such participant and the Company. The Severance Plan provides for payment of severance and other benefits to eligible executives in the event of a termination of employment with us without cause or following a constructive termination (each as defined in the Severance Plan and each, a “qualifying termination”), or for a limited number of individuals, including our NEOs, the event of a termination with us as a result of death or disability (as such terms are defined in the Severance Plan), in each case, subject to the (i) executive’s execution and non-revocation of a general release of claims in favor of the Company and (ii) continued compliance with the restrictive covenants related to post-employment non-solicitation and non-competition for 12 months following any termination of employment and indefinite covenants covering trade secrets, confidentiality, and non-disparagement.

  91. Summary Compensation Table

    Summary Compensation Table The following table sets forth all compensation awarded to, paid to, or earned by our NEOs for services rendered to us during the fiscal years presented.

  92. Summary Compensation Table

    | Name and Principal Position | Years | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Options Awards ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Dallas B. Tanner | 2024 | $1,000,000 | — | $8,025,030 | — | $1,930,000 | $10,231 | $10,965,261 | | (Chief Executive Officer) | 2023 | $990,385 | — | $7,500,031 | — | $1,891,521 | $11,385 | $10,393,322 | | | 2022 | $950,000 | — | $12,023,478 | — | $1,180,876 | $12,200 | $14,166,554 | | Jonathan S. Olsen | 2024 | $530,769 | — | $1,500,054 | — | $640,241 | $13,800 | $2,684,864 | | (Executive Vice President and | 2023 | $400,019 | — | $1,200,045 | — | $447,645 | $13,200 | $2,060,909 | | Chief Financial Officer) | 2022 | — | — | — | — | — | — | — | | Charles D. Young | 2024 | $700,000 | — | $3,000,039 | — | $1,013,250 | $14,800 | $4,728,089 | | (President and Chief | 2023 | $700,000 | — | $2,750,036 | — | $995,320 | $14,200 | $4,459,556 | | Operating Officer) | 2022 | $700,000 | — | $4,429,515 | — | $635,154 | $12,200 | $5,776,869 | | Scott G. Eisen | 2024 | $700,000 | — | $2,200,071 | — | $1,044,750 | $14,300 | $3,959,121 | | (Executive Vice President and | 2023 | $280,000 | — | $2,000,031 | — | $1,050,000 | $15,888 | $3,345,919 | | Chief Investment Officer) | 2022 | — | — | - | — | — | — | — | | Mark A. Solls | 2024 | $523,077 | — | $1,000,036 | — | $666,437 | $13,800 | $2,203,350 | | (Executive Vice President | 2023 | $512,116 | — | $950,031 | — | $504,946 | $13,200 | $1,980,293 | | and Chief Legal Officer) | 2022 | $500,000 | — | $1,852,203 | — | $364,462 | $12,200 | $2,728,865 |

  93. Summary Compensation Table

    (1) For all current NEOs, amount represents the aggregate grant date fair value of the equity awards granted in 2024 calculated in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 10 to the consolidated financial statements included in our 2024 Form 10-K. The stock award values reflected in the table above for 2024 represent the grant date fair value in respect of the time vesting RSUs and performance vesting RSUs granted under our 2024 LTIP. As described further under “Executive Compensation—Compensation Discussion and Analysis—2024 Long-Term (Equity) Incentive Program,” of the 2024 LTIP performance vesting RSUs granted in 2024, 75% of the 2024 LTIP RSUs at target are based on performance, of which 45% are tied to the TSR Relative to RMS Index CAGR (with a cap at target if the Company’s absolute TSR is negative) and 30% are tied to the Company’s Same Store NOI Growth CAGR. The grant date fair value of the RSUs that are earned based on the Same Store NOI Growth CAGR were computed in accordance with FASB ASC Topic 718 based upon the probable outcome of the performance conditions as of the grant date. Assuming the highest level of performance achievement, the aggregate grant date fair value of the RSUs that are earned based on Same Store NOI Growth CAGR would have been: Mr. Tanner—$4,815,014; Mr. Olsen—$900,044; Mr. Young—$1,800,018; Mr. Eisen—$1,320,050; and Mr. Solls—$600,028. As the 2024 LTIP RSUs that are earned based on the TSR Relative to RMS Index CAGR are subject to market conditions as defined under FASB ASC Topic 718 and are not subject to performance conditions as defined under FASB ASC Topic 718, they have no maximum grant date fair values that differ from the grant date fair values presented in the table. (2) Amounts shown for 2024 represent the annual cash incentive awards earned under our 2024 annual cash incentive program as described under “Compensation Discussion and Analysis—Determination of Compensation—2024 Annual Cash Incentive Program.” All Other Compensation for 2024 represents Company-paid matching 401(k) plan contributions for all NEOs and Health Savings Account Company-funded seed money for Messrs. Tanner, Young, and Eisen based on their participation in our high-deductible health plan.

  94. Summary Compensation Table

    | 2025 Proxy Statement | 71 |

  95. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table

  96. 2024 Grants of Plan-Based Awards Table

    | | | | | ESTIMATED POSSIBLE PAYOUTS UNDER NON—EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(3) | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock and Option | | Name | Grant Name | Type | Grant Date | Threshold ($)(2) | Target ($) | Max ($) | Threshold (#)(2) | Target (#) | Max (#) | or Units (#) | Awards(4) ($) | | Dallas B. Tanner | | | | $100,000 | $2,000,000 | $4,000,000 | — | — | — | — | — | | | 2024 LTIP Time Vesting RSUs | Time | 3/1/2024 | — | — | — | — | — | — | 58,085 | $2,006,255 | | | 2024 LTIP Performance Vesting RSUs | Performance | 3/1/2024 | — | — | — | 81,883 | 163,767 | 327,534 | — | $6,018,775 | | Jonathan S. Olsen | | | | $34,375 | $687,500 | $1,375,000 | — | — | — | — | — | | | 2024 LTIP Time Vesting RSUs | Time | 3/1/2024 | — | — | — | — | — | — | 10,857 | $375,000 | | | 2024 LTIP Performance Vesting RSUs | Performance | 3/1/2024 | — | — | — | 15,305 | 30,612 | 61,224 | — | $1,125,054 | | Charles D. Young | | | | $52,500 | $1,050,000 | $2,100,000 | — | — | — | — | — | | | 2024 LTIP Time Vesting RSUs | Time | 3/1/2024 | — | — | — | — | — | — | 21,714 | $750,003 | | | 2024 LTIP Performance Vesting RSUs | Performance | 3/1/2024 | — | — | — | 30,610 | 61,222 | 122,444 | — | $2,250,036 | | Scott G. Eisen | | | | $52,500 | $1,050,000 | $2,100,000 | — | — | — | — | — | | | 2024 LTIP Time Vesting RSUs | Time | 3/1/2024 | — | — | — | — | — | — | 15,924 | $550,014 | | | 2024 LTIP Performance Vesting RSUs | Performance | 3/1/2024 | — | — | — | 22,448 | 44,897 | 89,794 | — | $1,650,057 | | Mark A. Solls | | | | $32,813 | $656,250 | $1,312,500 | — | — | — | — | — | | | 2024 LTIP Time Vesting RSUs | Time | 3/1/2024 | — | — | — | — | — | — | 7,238 | $250,000 | | | 2023 LTIP Time Vesting RSUs | Performance | 3/1/2024 | — | — | — | 10,204 | 20,408 | 40,816 | — | $750,036 |

  97. 2024 Grants of Plan-Based Awards Table

    (1) Reflects the possible payouts of cash incentive compensation under the 2024 annual cash incentive program. The actual amounts paid are reflected in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” and described in “Compensation Discussion and Analysis—Determination of Compensation—2024 Annual Cash Incentive Program” above. (2) Threshold reflects the payout associated with the minimum level of achievement that is greater than $0 or 0 RSUs. (3) Represents performance vesting RSUs granted as part of our 2024 LTIP. See “Compensation Discussion and Analysis—Determination of Compensation—2024 Long—Term (Equity) Incentive Program." Represents the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 10 to the consolidated financial statements included in our 2024 Form 10-K.

  98. 2024 Grants of Plan-Based Awards Table

    | 72 | |

  99. Narrative to Summary Compensation Table and 2024 Grants of Plan—Based Awards Table

    Narrative to Summary Compensation Table and 2024 Grants of Plan—Based Awards Table We do not have employment agreements with any of our NEOs. For information about payments and benefits to which Messrs. Tanner, Olsen, Young, Eisen, and Solls may be entitled upon qualifying employment termination events or a change in control, see “Executive Compensation—Compensation Discussion and Analysis—Potential Benefits upon a Termination or Change in Control.”

  100. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End

  101. Outstanding Equity Awards at 2024 Fiscal Year End

    | | | STOCK AWARDS | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested(1)(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2)(4)(5) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3)(4)(5) ($) | | Dallas B. Tanner | 3/1/2022 | 61,607 | $1,969,576 | — | — | | | 3/1/2023 | 41,173 | $1,316,301 | 182,008 | $5,818,796 | | | 3/1/2024 | 58,085 | $1,856,977 | 163,767 | $5,235,631 | | | 4/1/2022 | — | — | 487,957 | $15,600,000 | | Jonathan S. Olsen | 3/1/2022 | 3,021 | $96,581 | — | — | | | 3/1/2023 | 6,588 | $210,618 | 29,122 | $931,030 | | | 3/1/2024 | 10,857 | $347,098 | 30,612 | $978,666 | | | 4/1/2022 | — | — | 51,048 | $1,632,000 | | Charles D. Young | 3/1/2022 | 20,932 | $669,196 | — | — | | | 3/1/2023 | 15,097 | $482,651 | 66,737 | $2,133,582 | | | 3/1/2024 | 21,714 | $694,197 | 61,222 | $1,957,267 | | | 4/1/2022 | — | $— | 200,188 | $6,400,000 | | Scott G. Eisen | 8/1/2023 | 37,708 | $1,205,525 | — | — | | | 3/1/2024 | 15,924 | $509,090 | 44,897 | $1,435,357 | | Mark A. Solls | 3/1/2022 | 7,769 | $248,375 | — | — | | | 3/1/2023 | 5,216 | $166,756 | 23,055 | $737,068 | | | 3/1/2024 | 7,238 | $231,399 | 20,408 | $652,444 | | | 4/1/2022 | — | — | 95,089 | $3,040,000 |

  102. Outstanding Equity Awards at 2024 Fiscal Year End

    (1) Includes the following: (a) 2022 LTIP time vesting RSUs: the outstanding awards vested on March 1, 2025. (b) 2022 LTIP performance vesting RSUs: the performance period ended on December 31, 2024, but the awards remain subject to time vesting conditions. The amounts reported under “Number of Shares or Units of Stock That Have Not Vested” reflect the number of RSUs earned based on actual achievement under the performance measures as of the end of the applicable performance period. These awards vested upon the Certification Date and were issued, as shares of our common stock, net of tax, in February 2025. (c) 2023 LTIP time vesting RSUs: the award is scheduled to vest or vested in equal annual installments on each of the first three anniversaries of the grant date of March 1, 2023. (d) 2024 LTIP time vesting RSUs: the award is scheduled to vest in equal annual installments on each of the first three anniversaries of the grant date of March 1, 2024. (e) Mr. Eisen's Sign-On RSUs will vest in three equal annual installments on each of the first three anniversaries of the grant date of August 1, 2023. (2) For additional information on vesting upon specified termination and change in control events, see “Executive Compensation—Compensation Discussion and Analysis —Potential Benefits Upon a Termination or Change in Control.” (3) Amounts reported are based on the closing price of our common stock on the NYSE on December 31, 2024. 2023 LTIP performance vesting RSUs are earned in respect of a number of shares based on the achievement of the TSR Relative to the RMS Index CAGR and Same Store NOI Growth CAGR at the end of a specified performance period on December 31, 2025 and, thereafter, remain subject to

  103. Outstanding Equity Awards at 2024 Fiscal Year End

    | 2025 Proxy Statement | 73 |

  104. Outstanding Equity Awards at 2024 Fiscal Year End

    time vesting conditions until the Certification Date. The number and market value of shares reported above reflect the portion of the 2023 LTIP performance vesting RSUs based on target performance of the TSR Relative to the RMS Index CAGR and target performance of Same Store NOI Growth CAGR, as our achievement under these measures as of December 31, 2024 was between threshold and target for both metrics. The actual number of shares that will be deliverable is not yet determinable. 2024 LTIP performance vesting RSUs are earned in respect of a number of shares based on the achievement of the TSR Relative to the RMS Index CAGR and Same Store NOI Growth CAGR at the end of a specified performance period on December 31, 2026 and, thereafter, remain subject to time vesting conditions until the Certification Date. See “Executive Compensation—Compensation Discussion and Analysis—2024 Long-Term (Equity) Incentive Program.” The number and market value of shares reported above reflect the portion of the 2024 LTIP performance vesting RSUs based on target performance of the TSR Relative to the RMS Index CAGR and target performance of Same Store NOI Growth CAGR, as our achievement under each of these measures as of December 31, 2024 was between threshold and target for both metrics. The actual number of shares that will be deliverable is not yet determinable. (5) 50% of earned 2022 Outperformance Program awards are scheduled to vest after the certification of performance following the conclusion of the Performance Period on March 31, 2025, and 50% will vest on March 31, 2026. 2022 Outperformance Program awards were calculated using the share price as of December 31, 2024 of $31.97. The amounts reflected in the table are based on maximum performance because as of December 31, 2024, our achievement for cumulative TSR was at the minimum, and our achievement for TSR relative to the FTSE Nareit Residential Index measure was above the minimum amount, however, our actual achievement will be calculated and certified upon the conclusion of the performance period. Although the table above assumes maximum vesting, we estimate an overall payout of 25% based on performance through the Interim Measurement Date.

  105. 2024 Stock Vested Table

    2024 Stock Vested Table

  106. 2024 Stock Vested Table

    | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Dallas B. Tanner | 341,030 | $11,464,567 | | Jonathan S. Olsen | 21,218 | $721,650 | | Charles D. Young | 113,718 | $3,858,279 | | Scott G. Eisen | 18,854 | $669,883 | | Mark A. Solls | 53,317 | $1,812,390 |

  107. 2024 Stock Vested Table

    (1) Represents shares acquired on the vesting of RSUs in 2023 as follows: (a) As to Mr. Tanner, 18,475 shares acquired on vesting of his 2021 LTIP time vesting RSUs on March 1, 2024, 249,286 shares acquired on the vesting of his 2021 LTIP performance vesting RSUs which vested on February 22, 2024, 15,882 shares acquired on the vesting of a portion of his 2022 LTIP time vesting RSUs on March 1, 2024, 20,586 shares acquired on the vesting of a portion of his 2023 LTIP time vesting RSUs on March 1, 2024, and 36,801 OP Units acquired on the vesting of his 2019 Outperformance Program award on March 31, 2024. (b) As to Mr. Olsen, 853 shares acquired on vesting of his 2021 LTIP time vesting RSUs on March 1, 2024, 11,507 shares acquired on the vesting of his 2021 LTIP performance vesting RSUs which vested on February 22, 2024, 779 shares acquired on the vesting of a portion of his 2022 LTIP time vesting RSUs on March 1, 2024, 3,294 shares acquired on the vesting of a portion of his 2023 LTIP time vesting RSUs on March 1, 2024, and 4,785 RSUs acquired on vesting of his 2019 Outperformance Program award on March 31, 2024. (c) As to Mr. Young, 5,116 shares acquired on vesting of his 2021 LTIP time vesting RSUs on March 1, 2024, 69,034 shares acquired on the vesting of his 2021 LTIP performance vesting RSUs which vested on February 22, 2024, 5,396 shares acquired on the vesting of a portion of his 2022 LTIP time vesting RSUs on March 1, 2024, 7,548 shares acquired on the vesting of a portion of his 2023 LTIP time vesting RSUs on March 1, 2024, and 26,624 OP Units acquired on the vesting of his 2019 Outperformance Program award on March 31, 2024. (d) As to Mr. Eisen, 18,854 shares acquired on vesting of his Sign-On RSUs on August 1, 2024. (f) As to Mr. Solls, 2,345 shares acquired on vesting of his 2021 LTIP time vesting RSUs on March 1, 2024, 31,641 shares acquired on the vesting of his 2021 LTIP performance vesting RSUs which vested on February 22, 2024, 2,003 shares acquired on the vesting of a portion of his 2022 LTIP time vesting RSUs on March 1, 2024, 2,607 shares acquired on the vesting of a portion of his 2023 LTIP time vesting RSUs on March 1, 2024, and 14,721 OP Units acquired on the vesting of his 2019 Outperformance Program award on March 31, 2024. Amounts reported are based on the closing price of our common stock on the NYSE on the vesting date. If vesting occurs on a day on which the NYSE is closed, the value realized on vesting is based on the closing price of our common stock on the NYSE on the last trading day prior to the vesting date. Amounts reported are shown before tax.

  108. 2024 Stock Vested Table

    | 74 | |

  109. Potential Benefits upon a Termination or Change in Control

    Potential Benefits upon a Termination or Change in Control The following table describes the potential payments and benefits that would have been payable to our NEOs who remained employed at the end of the year under existing plans, assuming (1) a qualifying termination of employment, (2) a change in control, (3) a qualifying termination within 24 months of a change in control, or (4) death or disability occurred, in each case, on December 31, 2024. Because the disclosures in the table assume the occurrence of a termination or change in control as of a particular date and under a particular set of circumstances and therefore make a number of important assumptions, the actual amount to be paid to each of our NEOs upon a termination or change in control may vary significantly from the amounts included herein.

  110. Potential Benefits upon a Termination or Change in Control

    | Name | | Qualifying Termination ($) | Change in Control ($) | Qualifying Termination Within 24 Months of Change in Control ($) | Death or Disability ($) | | Dallas B. Tanner | Severance(1) | $6,000,000 | — | $9,000,000 | — | | | Bonus(2) | $1,930,000 | — | $1,930,000 | $1,930,000 | | | Time Vesting RSUs(3) | $1,784,885 | $3,681,058 | $3,681,058 | $3,681,058 | | | Performance Vesting RSUs(3)(4) | $9,197,449 | $7,415,346 | $13,368,895 | $9,197,449 | | | Continuation of Benefits(5) | $25,370 | — | $38,055 | — | | | Other Benefits(6) | $57,692 | — | $57,692 | — | | | Total | $18,995,396 | $11,096,404 | $28,075,700 | $14,808,507 | | Jonathan S. Olsen | Severance(1) | $1,856,250 | — | $2,784,375 | — | | | Bonus(2) | $640,241 | — | $640,241 | $640,241 | | | Time Vesting RSUs(3) | $245,913 | $582,621 | $582,621 | $582,621 | | | Performance Vesting RSUs(3)(4) | $1,143,055 | $964,119 | $1,856,562 | $1,143,055 | | | Continuation of Benefits(5) | $14,968 | — | $22,452 | — | | | Other Benefits(6) | $31,731 | — | $31,731 | — | | | Total | $3,932,158 | $1,546,740 | $5,917,982 | $2,365,917 | | Charles D. Young | Severance(1) | $2,625,000 | — | $3,937,500 | — | | | Bonus(2) | $1,013,250 | — | $1,013,250 | $1,013,250 | | | Time Vesting RSUs(3) | $645,251 | $1,349,390 | $1,349,390 | $1,349,390 | | | Performance Vesting RSUs(3)(4) | $3,497,550 | $2,777,362 | $5,058,038 | $3,497,550 | | | Continuation of Benefits(5) | $25,435 | — | $38,152 | — | | | Other Benefits(6) | $40,385 | — | $40,385 | — | | | Total | $7,846,871 | $4,126,752 | $11,436,715 | $5,860,190 | | Scott G. Eisen | Severance(1) | $1,750,000 | — | $2,625,000 | — | | | Bonus(2) | $1,044,750 | — | $1,044,750 | $1,044,750 | | | Time Vesting RSUs(3) | $772,459 | $1,714,615 | $1,714,615 | $1,714,615 | | | Performance Vesting RSUs(3)(4) | $325,614 | $487,574 | $975,117 | $325,614 | | | Continuation of Benefits(5) | $7,947 | — | $7,947 | — | | | Other Benefits(6) | $40,385 | — | $40,385 | — | | | Total | $3,941,155 | $2,202,189 | $6,407,814 | $3,084,979 | | Mark A. Solls | Severance(1) | $1,181,250 | — | $1,771,875 | — | | | Bonus(2) | $666,437 | — | $666,437 | $666,437 | | | Time Vesting RSUs(3) | $224,525 | $462,190 | $462,190 | $462,190 | | | Performance Vesting RSUs(3)(4) | $1,405,881 | $1,067,798 | $1,951,225 | $1,405,881 | | | Continuation of Benefits(5) | $18,615 | — | $18,615 | — | | | Other Benefits(6) | $30,288 | — | $30,288 | — | | | Total | $3,526,996 | $1,529,988 | $4,900,630 | $2,534,508 |

  111. Potential Benefits upon a Termination or Change in Control

    (1) Severance represents a cash payment equal to the sum of the NEO’s (x) annual base salary and (y) annual cash incentive based on target performance times the multiplier applicable to such NEO, payable in equal monthly installments over the applicable severance period. (2) Under the Severance Plan, our NEOs are entitled to their annual cash incentive otherwise payable under the annual cash incentive program for the year in which the NEO’s termination occurred, pro-rated for days of service up to and including the termination date and based on actual performance for the year, payable concurrently with annual cash incentive payments to other associates under the applicable plan. (3) All share values are based on the closing price of our common stock on the NYSE on December 31, 2024. 2022 LTIP calculated at actual achievement: 51% TSR Relative to RMS Index CAGR; and 0% Same Store NOI Growth CAGR. 2023 LTIP calculated at achievement as of December 31, 2024: 72% TSR Relative to RMS Index CAGR; and 83% Same Store NOI Growth CAGR. 2024 LTIP calculated at

  112. Potential Benefits upon a Termination or Change in Control

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  113. Potential Benefits upon a Termination or Change in Control

    achievement as of December 31, 2024: 59% TSR Relative to RMS Index CAGR; and 80% Same Store NOI Growth CAGR. 2022 Outperformance Program calculated at achievement as of December 31, 2024: 50% Relative TSR Component; and 0% Absolute TSR Component. Under the Severance Plan, NEOs are entitled to continuation of benefits. A cash payment in an amount equal to the total amount of the monthly COBRA insurance premiums for participation in the welfare benefit programs of the Company in which the NEO participated as of his or her termination date; amounts reflect 2024 rates multiplied by the applicable welfare period for each NEO. (6) Other Benefits includes payout of unused paid time off.

  114. Executive Severance Plan

    Executive Severance Plan In June 2017, we adopted the Invitation Homes Inc. Executive Severance Plan for associates of the Company at the level of Senior Vice President and above (the "Severance Plan"). Each of our NEOs participates in the Severance Plan. The Severance Plan provides for payment of severance and other benefits to eligible executives in the event of a termination of employment with us without cause or following a constructive termination (each as defined in the Severance Plan and each, a “qualifying termination”), or for a limited number of individuals, including our NEOs, the event of a termination with us as a result of death or disability (as such terms are defined in the Severance Plan), in each case, subject to the (i) executive’s execution and non-revocation of a general release of claims in favor of the Company and (ii) continued compliance with the restrictive covenants related to post-employment non-solicitation and non-competition for 12 months following any termination of employment and indefinite covenants covering trade secrets, confidentiality, and non-disparagement. In the event of a qualifying termination, in addition to specified accrued benefits, which the executive has earned but has not yet received and to which the executive is entitled, the Severance Plan provides for the following additional payments and benefits: • a lump-sum pro-rata annual cash incentive otherwise payable under the annual cash incentive program for the year of termination based on actual performance; • a cash payment equal to the sum of the executive’s (x) annual base salary and (y) annual cash incentive based on target performance (the “cash severance amount”) times the multiplier applicable to such executive (which is 2.0 for Mr. Tanner, 1.5 for Messrs. Olsen and Young and 1.0 for Messrs. Solls and Eisen), payable in equal monthly installments over the applicable severance period (which is 24 months for Mr. Tanner, 18 months for Messrs. Olsen and Young and 12 months for Messrs. Solls and Eisen); and • a cash payment in an amount equal to the total amount of monthly COBRA insurance premiums for continued participation in our welfare benefit programs, for a period of 12 months. Notwithstanding the foregoing, in the event such qualifying termination occurs during the two-year period following a change in control (as defined in the Severance Plan), in addition to specified accrued benefits, which the executive has earned but has not yet received and to which the executive is entitled, the Severance Plan provides for the following payments and benefits: • a lump-sum pro-rata annual cash incentive otherwise payable under the annual cash incentive program for the year of termination based on actual performance; • a lump-sum cash payment equal to the sum of the executive’s (x) annual base salary and (y) annual cash incentive based on target performance times the multiplier applicable to such executive (which is 3.0 for Mr. Tanner, 2.25 for Messrs. Olsen and Young and 1.5 for Messrs. Solls and Eisen); and • a cash payment in an amount equal to the total amount of monthly COBRA insurance premiums for continued participation in our welfare benefit programs, for a period of 18 months for Messrs. Tanner, Olsen, and Young and 12 months for Messrs. Solls and Eisen. In the event of a termination of employment with us as a result of the NEO’s death or disability (as defined in the Omnibus Incentive Plan), in addition to certain accrued obligations, which the NEO has earned and to which he is entitled, the Severance Plan provides for a lump-sum pro-rata annual cash incentive for the year of termination, calculated based on the greater of (i) target annual cash incentive for the year of termination and (ii) the actual annual cash incentive paid in respect of the year prior to the year of termination.

  115. Executive Severance Plan

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  116. LTIP RSUs

    LTIP RSUs

  117. Time Vesting LTIP RSUs

    Time Vesting LTIP RSUs Upon a termination of the NEO’s employment by the Company without “cause” (as defined in the Omnibus Incentive Plan) applicable to the 2022, 2023, and 2024 LTIP RSUs (collectively, the “LTIP RSUs”) or, if the NEO resigns from employment following a “constructive termination” (as defined in the award agreement applicable to the LTIP RSUs) (together with a termination without cause, a “qualifying involuntary termination”), the next installment of time vesting LTIP RSUs that would have vested on the next scheduled vesting date will vest as of the date of termination. Time vesting LTIP RSUs that are eligible to vest upon a qualifying involuntary termination are subject to the NEO’s execution and non-revocation of a release of claims in favor of the Company. Upon a NEO’s death or a termination of the NEO’s employment by the Company following the NEO’s “disability” (as defined in the Omnibus Incentive Plan), any unvested time vesting LTIP RSUs will vest as of the date of termination. Time vesting LTIP RSUs will also continue to vest according to the original vesting schedule following the NEO’s “retirement” (as defined below) and will be subject to forfeiture if the NEO violates specified restrictive covenants agreed to with the Company and described below. Upon a change in control, if the time vesting LTIP RSUs are assumed by the successor or acquiror and a qualifying involuntary termination occurs during the two-year period following a change in control, any then-unvested time vesting LTIP RSUs will vest. Upon a change in control, if the time vesting LTIP RSUs are not assumed by the successor or acquiror, any then-unvested time vesting LTIP RSUs will immediately vest. For Messrs. Tanner, Olsen, Young, and Eisen, “retirement” is defined as a voluntary resignation of employment at such time that the NEO is at least 55 years old, the NEO has at least 10 years of continuous service and the sum of the NEO’s age and years of service equals at least 65, provided that the NEO has given at least six months’ prior notice of the NEO’s retirement. For Mr. Solls, “retirement” is defined as a voluntary resignation of employment at such time that the NEO is at least 60 years old and the sum of the NEO’s age and years of service equals at least 65, provided that the NEO has given at least six months’ prior notice of the NEO’s retirement.

  118. Performance Vesting LTIP RSUs

    Performance Vesting LTIP RSUs Performance vesting LTIP RSUs are earned on the Certification Date. These performance vesting LTIP RSUs will vest on the Certification Date, subject to the NEO’s continued employment through such Certification Date, except in the event of a qualifying involuntary termination as described below. Any unearned performance vesting LTIP RSUs will be forfeited without consideration. Notwithstanding the foregoing, upon a qualifying involuntary termination prior to the last day of any performance period, a prorated portion of the performance vesting LTIP RSUs will remain outstanding and eligible to vest based on actual performance through the last day of the applicable performance period, based on the number of days during the applicable performance period that the NEO was employed. Any performance vesting LTIP RSUs that are earned based on actual performance will vest on, and settle as soon as practicable following, the applicable Certification Date. Upon a qualifying involuntary termination following the last day of any performance period but prior to the Certification Date, any unearned and unvested performance vesting LTIP RSUs will vest on the applicable Certification Date based on actual performance as of the end of the performance period. Upon a qualifying involuntary termination following the Certification Date where such performance vesting LTIP RSUs are subject to continued service vesting conditions, such earned but unvested performance vesting LTIP RSUs will vest on the NEO’s termination date. Performance vesting LTIP RSUs that are eligible to vest upon a qualifying involuntary termination are subject to the NEO’s execution and non-revocation of a release of claims in favor of the Company. Upon a NEO’s death or a termination of the NEO’s employment by the Company following the NEO’s “disability,” with respect to performance vesting LTIP RSUs for which the applicable performance period has not been completed, a prorated portion of the Performance Vesting RSUs will remain outstanding and eligible to vest based on actual performance on the last day of the performance period, with such proration based on the number of days the NEO was employed during the performance period. Following the NEO’s “retirement,” a prorated number of performance vesting LTIP RSUs shall remain outstanding and eligible to become earned, based on the extent to which the performance conditions are satisfied following the completion of the performance period, with such proration based on the number of days the NEO was employed during the performance period. Upon a change in

  119. Performance Vesting LTIP RSUs

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  120. Performance Vesting LTIP RSUs

    control, the number of performance vesting LTIP RSUs that become earned will be calculated based on actual performance through the date of the change in control without proration. Any performance vesting LTIP RSUs will vest as to 50% of such earned performance vesting LTIP RSUs on the date of the change in control and, as to the remaining 50% on the first anniversary of the change in control (or, in each case, upon a qualifying involuntary termination that occurs within the two-year period following the change in control). If the awards are not assumed by the successor or acquiror, or are unable to be measured in a consistent manner, any earned performance vesting LTIP RSUs (including the performance vesting LTIP RSUs that become earned in connection with the change in control) will immediately vest as of the change in control.

  121. Sign-On RSUs

    Sign-On RSUs Per the terms of Mr. Eisen’s Sign-On RSU award agreement, upon a termination of the Mr. Eisen’s employment by the Company without “cause” (as defined in the Sign-On RSU award agreement), or if Mr. Eisen resigns from employment following a “constructive termination” (as defined in the Sign-On RSU award agreement, together with a termination without cause, a “qualifying involuntary termination”), the next installment of Sign-On RSUs that would have vested on the next scheduled vesting date will vest as of the date of termination. Sign-On RSUs that are eligible to vest upon a qualifying involuntary termination are subject to Mr. Eisen’s execution and non-revocation of a release of claims in favor of the Company. Upon Mr. Eisen’s death or a termination of employment by the Company following Mr. Eisen’s “disability” (as defined in the Omnibus Incentive Plan), any unvested Sign-On RSUs will vest as of the date of termination. Sign-On RSUs will also continue to vest according to the original vesting schedule following Mr. Eisen’s retirement and will be subject to forfeiture if he violates specified restrictive covenants agreed to with the Company and described below. Upon a change in control, if the Sign-On RSUs are assumed by the successor or acquiror and a qualifying involuntary termination occurs during the two-year period following a change in control, any then-unvested Sign-On RSUs will vest. Upon a change in control, if the Sign-On RSUs are not assumed by the successor or acquiror, any then-unvested Sign-On RSUs will immediately vest.

  122. 2022 Outperformance Program Awards

    performance period. Any OP Units that become earned OP Units following the 2022 Outperformance Program Determination Date shall remain outstanding and eligible to vest. In the event of a NEO’s retirement following the end of the performance period, with respect to any OP Units that have become earned OP Units prior to the termination date, such earned OP Units shall remain outstanding and eligible to vest. Upon a change in control, the award value will be calculated based on actual performance through the date of the change in control without proration. Earned OP Units shall become vested as to 50% as of the date of the change in control, and 50% on the first anniversary of the date of the change in control. In the event of a qualifying termination during the 12-month period immediately following a change in control, any unvested earned OP Units shall become vested as of the termination date. If the awards are not assumed by the successor or acquiror, or are unable to be measured in a consistent manner, any earned OP Units (including the earned OP units that become earned in connection with the change in control) will immediately vest as of the change in control.

  123. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K of the Exchange Act, we are providing the following information regarding the ratio of the annual total compensation for our principal executive officer to the median of the annual total compensation of all our associates (other than our principal executive officer) (the “CEO Pay Ratio”). Our CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with Item 402(u). We selected the median associate based on the 1,749 associates employed by the Company as of December 31, 2024 (excluding Mr. Tanner, our CEO). In identifying our median associate, we calculated the annual total target cash compensation of each associate as of December 31, 2024. Annual total target cash compensation included base salary and target bonus and was calculated using internal human resources records. We believe this consistently applied compensation measure reasonably reflects annual compensation across our associate base. We did not apply cost-of-living adjustments as part of the calculation. The 2024 annual total compensation as determined under Item 402(c)(2)(x) of Regulation S-K for our CEO, which is the amount set forth in the “Total” column of our Summary Compensation Table, was $10,965,261. The 2024 annual total compensation as determined under Item 402(c)(2)(x) of Regulation S-K for our median associate was $74,101. Our CEO Pay Ratio was, therefore, 148 to 1.

  124. CEO Pay Ratio

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  125. CEO Pay Ratio

    As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K under the Exchange Act, we provide the following disclosure regarding executive “compensation actually paid” (“CAP”), calculated in accordance with the requirements of Item 402(v), and certain Company performance measures for the fiscal years listed below. The Company’s selected performance measure included in the table below is AFFO (as defined in “Executive Compensation—Compensation Discussion and Analysis” above). This disclosure was prepared in accordance with the requirements of Item 402(v) and does not necessarily reflect the value actually realized by our NEOs, how our NEOs’ compensation relates to Company performance, or how the Compensation and Management Development Committee evaluates compensation decisions in light of Company or individual performance. Please refer to “Executive Compensation—Compensation Discussion and Analysis” above for a complete description of how our executive compensation relates to Company performance and how the 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, or the Exchange Act, except to the extent the Company specifically incorporates it by reference.

  126. CEO Pay Ratio

    | | | | Average Summary | Average | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | Year | Summary Compensation Table Total ($)(1) | Compensation Actually Paid to CEO ($)(2) | Compensation Table Total for Non-CEO NEOs(3) | Compensation Actually Paid to Non-CEO NEOs(3)(4) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income ($ in thousands)(7) | Adjusted Funds from Operations ($ in thousands)(8) | | 2024 | $10,965,261 | $4,930,209 | $3,393,856 | $2,324,790 | $122.25 | $123.47 | $455,365 | $986,237 | | 2023 | $10,393,322 | $18,548,465 | $2,621,459 | $3,632,265 | $126.29 | $113.54 | $521,028 | $923,365 | | 2022 | $14,166,554 | $(3,988,645) | $4,760,868 | $(1,648,807) | $105.52 | $99.82 | $384,799 | $865,897 | | 2021 | $9,710,445 | $31,935,295 | $3,267,111 | $12,172,142 | $157.51 | $132.23 | $262,776 | $745,561 | | 2020 | $5,518,018 | $4,797,919 | $2,573,039 | $2,200,487 | $101.25 | $92.43 | $197,449 | $602,402 |

  127. CEO Pay Ratio

    (1) Reflects compensation amounts reported in the “Total” column of the Summary Compensation Table for our CEO, Dallas B. Tanner, in each of 2024, 2023, 2022, 2021, and 2020. (2) CAP to our CEO in each of 2024, 2023, 2022, 2021, and 2020 reflects the respective amounts reported in the “Total” column of the Summary Compensation Table, adjusted as set forth in the table below, as determined in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Tanner during the applicable year.

  128. CEO Pay Ratio

    | | 2020 | 2021 | 2022 | 2023 | 2024 | | CEO | Dallas B. Tanner | Dallas B. Tanner | Dallas B. Tanner | Dallas B. Tanner | Dallas B. Tanner | | Summary Compensation Table Total Compensation | $5,518,018 | $9,710,445 | $14,166,554 | $10,393,322 | $10,965,261 | | Less: Stock and Option Award Values Reported in Summary Compensation Table for the Covered Year ($) | (3,625,057) | (6,500,037) | (12,023,478) | (7,500,031) | (8,025,030) | | Plus: Fair Value for Stock and Options Awards Granted in the Covered Year ($) | 3,240,949 | 14,797,038 | 6,849,983 | 9,108,057 | 5,750,923 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | (335,991) | 13,927,849 | (12,981,704) | 6,547,117 | (3,760,945) | | Less: Fair Value of Stock and Option Awards Forfeited During the Covered Year | — | — | — | — | — | | Compensation Actually Paid ($) | $4,797,919 | $31,935,295 | ($3,988,645) | $18,548,465 | $4,930,209 |

  129. CEO Pay Ratio

    Represents the average of the amounts reported for the Company’s non-CEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The following NEOs are included in the average calculation for 2024: Messrs. Olsen; Young; Eisen;

  130. CEO Pay Ratio

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  131. CEO Pay Ratio

    and Solls. The following NEOs are included in the average calculation for 2023: Messrs. Olsen; Freedman; Young; Eisen; and Solls. The following NEOs are included in the average calculation for each of 2022, 2021, and 2020: Messrs. Freedman; Young; and Solls. Average CAP to our non-CEO NEOs, as a group, in each of 2024, 2023, 2022, 2021, and 2020 reflects the respective amounts reported in the “Total” column of the Summary Compensation Table, adjusted as set forth in the table below, as determined in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to the non-CEO NEOs as a group during the applicable year. As noted above, in 2024, the non-CEO NEO group changed to exclude Mr. Freedman after his departure from the Company in 2023. In 2023 the non-CEO NEOs changed as follows: a. Mr. Olsen’s salary and annual incentive award amounts reflect his promotion to our Executive Vice President, Chief Financial Officer and Treasurer effective June 1, 2023. b. Mr. Eisen’s salary was based on days of service in 2023.

  132. CEO Pay Ratio

    | | 2020 | 2021 | 2022 | 2023 | 2024 | | Non-CEO NEOs | | | | | | | Summary Compensation Table Total Compensation | $2,573,039 | $3,267,111 | $4,760,868 | $2,621,459 | $3,393,856 | | Less: Stock and Option Award Values Reported in Summary Compensation Table for the Covered Year ($) | (1,400,045) | (1,475,033) | (3,570,411) | (1,441,958) | (1,925,050) | | Plus: Fair Value for Stock and Options Awards Granted in the Covered Year ($) | 1,251,696 | 3,357,853 | 2,084,989 | 1,576,007 | 1,379,533 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | (224,203) | 7,022,211 | (4,924,253) | 1,160,149 | (523,549) | | Less: Fair Value of Stock and Option Awards Forfeited During the Covered Year | — | — | — | (283,392) | — | | Compensation Actually Paid ($) | $2,200,487 | $12,172,142 | $(1,648,807) | $3,632,265 | $2,324,790 |

  133. CEO Pay Ratio

    (5) For the applicable fiscal year, represents the cumulative TSR of the Company for the measurement periods beginning on December 31, 2019, and ending on December 31, 2024, December 29, 2023, December 30, 2022, December 31, 2021, or December 31, 2020, as appropriate. (6) For the applicable fiscal year, represents the cumulative TSR of the MSCI US REIT Index for the measurement periods ending on December 31, 2024, December 29, 2023, December 30, 2022, December 31, 2021, or December 31, 2020, as appropriate. (7) Reflects GAAP net income. Company-selected measure is AFFO which is defined in “Executive Compensation—Compensation Discussion and Analysis” above. See Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures” in our 2024 Form 10-K for the reconciliation of AFFO to net income (loss) (as determined in accordance with GAAP), the most directly comparable GAAP measure. Although AFFO is an important financial performance measure, among others, that the Compensation and Management Development Committee considers when making compensation decisions with the intent of aligning compensation with Company performance, the Committee has not historically and does not currently evaluate CAP as calculated pursuant to Item 402(v) as part of its executive compensation determinations.

  134. CEO Pay Ratio

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  135. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures CAP, as calculated under Item 402(v) of Regulation S-K, reflects adjusted values to unvested and vested equity awards during the years shown in the Pay Versus Performance table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price achievement and varying levels of projected and actual achievement of performance goals.

  136. Compensation Actually Paid versus Cumulative TSR

    Compensation Actually Paid versus Cumulative TSR

  137. Compensation Actually Paid versus Cumulative TSR

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  138. Compensation Actually Paid versus Net Income

    Compensation Actually Paid versus Net Income

  139. Compensation Actually Paid versus Net Income

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  140. Compensation Actually Paid versus

    Compensation Actually Paid versus

  141. Equity Compensation Plan Information

    Equity Compensation Plan Information The following table provides information as of December 31, 2024, regarding shares of our common stock that may be issued under the Omnibus Incentive Plan:

  142. Equity Compensation Plan Information

    | | AS OF DECEMBER 31, 2024 | | | | | Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1) | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(2) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(3) | | Equity compensation plans approved by stockholders: | | | | | Omnibus Incentive Plan | 5,083,077 | — | 4,728,212 | | Equity compensation plans not approved by stockholders | — | — | — | | Total | 5,083,077 | — | 4,728,212 |

  143. Equity Compensation Plan Information

    (1) Includes shares of our common stock that may be issued upon the vesting of time vesting and performance vesting RSUs and OP Units. The number of shares to be issued in respect of performance vesting RSUs and OP Units has been calculated assuming maximum levels of performance will be achieved. (2) Because there is no exercise price associated with RSUs, no amounts are included above. Excludes securities reflected in the Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights column above.

  144. Equity Compensation Plan Information

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