DEF 14A of Invitation Homes Inc.
Filed Apr 3, 2024 · FY20230001193125-24-085370
Snapshot of 2024 Director Nominees
Snapshot of 2024 Director Nominees
Snapshot of 2024 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; Director, Radius Global Infrastructure, Inc.; Director, Quadro Partners Inc. | 67 | 2017 | ✔ | | 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 | 43 | 2019 | ✘ | | Jana Cohen Barbe Director, The Boler Company; Senior Advisor, April Housing; Senior Partner, Dentons (Retired) | 61 | 2018 | ✔ | | Richard D. Bronson Chief Executive Officer, The Bronson Companies, LLC; Lead Director, Starwood Property Trust, Inc. | 79 | 2017 | ✔ | | Jeffrey E. Kelter Founding Partner, KSH Capital; Chairman of the Board or Directors of Bridger Aerospace | 69 | 2017 | ✔ | | Joseph D. Margolis Chief Executive Officer, Extra Space Storage, Inc. | 63 | 2020 | ✔ | | John B. Rhea Partner, Centerview Partners; Director, State Street Corporation | 58 | 2015 | ✔ | | Janice L. Sears Director, Sonder Holdings Inc.; Director, IQHQ; Managing Director, Western Region Head, Real Estate Investment Banking Group (Retired), Banc of America Securities; San Francisco Market President (Retired), Bank of America | 63 | 2017 | ✔ | | Frances Aldrich Sevilla-Sacasa Private Investor; Director, Callon Petroleum Company; Director, Camden Property Trust; Director, the Delaware Funds by Macquarie; Former Chief Executive Officer, Banco Itaú International | 68 | 2023 | ✔ | | Keith D. Taylor Chief Financial Officer, Equinix, Inc.; Director, Yumpingo Ltd.; Director, Frozen Logistics, LLC | 62 | 2023 | ✔ |
Snapshot of 2024 Director Nominees
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Director Nominees’ Collective Skills and Attributes
Director Nominees’ Collective Skills and Attributes
Director Nominees’ Collective Skills and Attributes
| 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 | 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 / ESG Valuable perspective on government regulations, complex legal matters, corporate responsibility, governance, sustainability, and public policy issues. | l | 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 | | 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, 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 | | Gender | | | | | | | | | | | | Male | l | l | | l | l | l | l | | | l | | Female | | | l | | | | | l | l | | | Race / Ethnicity | | | | | | | | | | | | African American or Black | | | | | | | l | | | | | Hispanic or Latinx | | | | | | | | | l | | | Caucasian or White | l | l | l | l | l | l | | l | | l | | Independence | l | | l | l | l | l | l | l | l | l |
Director Nominees’ Collective Skills and Attributes
| 8 | 2024 Proxy Statement |
Nominees for Election to the Board of Directors in 2024
Nominees for Election to the Board of Directors in 2024 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.
Nominees for Election to the Board of Directors in 2024
| MICHAEL D. FASCITELLI | | | | Age: 67 Director since: November 2017 Independent Chairperson of the Board of Directors | | Career Highlights 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 also serves as a Co-Chairman of the Board of Directors 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, and as the Chairman of the investment committee and a Board member of Quadro Partners Inc. (formerly Cadre), a real estate technology company. 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. | | | Skills and Qualifications 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. | |
Nominees for Election to the Board of Directors in 2024
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Nominees for Election to the Board of Directors in 2024
| DALLAS B. TANNER | | | | Age: 43 Director since: January 2019 Committees: Investment and Finance Committee | | Career Highlights 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 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. In addition, he was a partner in a successful acquisition of First Scottsdale Bank of Arizona. 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. He is actively involved in American Indian Services and served as a missionary in the Netherlands and Belgium. | | | Skills and Qualifications 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. | |
Nominees for Election to the Board of Directors in 2024
| 10 | 2024 Proxy Statement |
Nominees for Election to the Board of Directors in 2024
| JANA COHEN BARBE | | | | Age: 61 Director since: November 2018 Independent Committees: Audit Committee Nominating and Corporate Governance Committee | | Career Highlights Ms. Barbe has served on our Board since November 2018. Ms. Barbe also serves as a Director of The Boler Company, a family enterprise with operations across the globe in manufacturing, real estate and other holdings, including Hendrickson International, the world’s largest producer and supplier of heavy-duty truck and trailer suspensions and related components for the global transportation industry. 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. Ms. Barbe currently acts as a strategic business advisor to private equity firms and privately held companies on affordable and workforce housing matters. Earlier in her career, Ms. Barbe was a partner at Dentons, the largest law firm in the world, where for more than 25 years she advised many of the world’s leading financial institutions and insurance companies on their affordable housing and community development investments and was instrumental in the creation and operation of some of the country’s most notable affordable housing portfolios. Ms. Barbe currently serves on the Board of Directors of the Kentucky Equine Adoption Center, a nonprofit dedicated to the rescue of all breeds of horses. She 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 an impassioned advocate for women. A trailblazer, she was the first woman appointed to the Dentons’ Global Board where she served as the only woman for six years, and the first Global Vice Chair appointed from the U.S. region. As such, Ms. Barbe effectuated groundbreaking and lasting change for women in the legal profession, as recognized by Corporate Counsel and Inside Counsel magazines when they awarded her the 2019 Women, Influence & Power Lifetime Achievement Award. She is also a past Chairperson of the Board of Advisors of Catalyst, Inc., the much acclaimed international women’s advocacy organization. | | | Skills and Qualifications Our Board considered Ms. Barbe’s real estate and finance background, including chairing Dentons’ Real Estate Practice and Financial Institutions Sector, her expertise in transactional, operational and regulatory matters and 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 diversity and other aspects of corporate social responsibility. | |
Nominees for Election to the Board of Directors in 2024
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Nominees for Election to the Board of Directors in 2024
| RICHARD D. BRONSON | | | | Age: 79 Director since: November 2017 Independent Committees: Compensation and Management Development Committee Nominating and Corporate Governance Committee (Chairperson) | | Career Highlights Mr. Bronson has served on our Board since November 2017. Prior to the merger with SWH, from January 2016 to November 2017, Mr. Bronson served on the Board of SWH and, from January 2014 to January 2016, served on the Board of SWAY. Mr. Bronson has been the Chief Executive Officer of The Bronson Companies, LLC, a real estate development company, since 2000 and has been involved in the development of several shopping centers and office buildings throughout the U.S. Mr. Bronson currently serves on the Board and as a lead director and the Chair of the compensation committee of the Board of Trustees of Starwood Property Trust, Inc. (NYSE: STWD) and was previously a director of TRI Pointe Group, Inc. (NYSE: TPH) and Mirage Resorts Inc. (NYSE:MRI). Additionally, he is currently on the Board of Directors of Starwood Real Estate Income Trust. He also previously served as President of New City Development, an affiliate of Mirage Resorts Inc., where he oversaw many of the company’s new business initiatives and activities outside Nevada, and was Vice President of the International Council of Shopping Centers, an association representing 50,000 industry professionals in more than 80 countries. Mr. Bronson currently serves on the Advisory Board of the Neurosurgery Department at UCLA Medical Center. | | | Skills and Qualifications Our Board considered Mr. Bronson’s governance expertise, his corporate and board experience and knowledge in the real estate industry, which the Board believes provides us with valuable insight into potential investments and the current state of the real estate markets. Our Board also considered Mr. Bronson’s experience as successful entrepreneur with proven operational skills. | |
Nominees for Election to the Board of Directors in 2024
| JEFFREY E. KELTER | | | | Age: 69 Director since: November 2017 Independent Committees: Investment and Finance Committee (Chairperson) Nominating and Corporate Governance Committee | | Career Highlights 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 or Directors of Bridger Aerospace (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. | | | Skills and Qualifications 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. | |
Nominees for Election to the Board of Directors in 2024
| 12 | 2024 Proxy Statement |
Nominees for Election to the Board of Directors in 2024
| JOSEPH D. MARGOLIS | | | | Age: 63 Director since: May 2020 Independent Committees: Compensation and Management Development Committee Investment and Finance Committee | | Career Highlights 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 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. | | | Skills and Qualifications 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. | |
Nominees for Election to the Board of Directors in 2024
| JOHN B. RHEA | | | | Age: 58 Director since: October 2015 Independent Committees: Compensation and Management Development Committee Investment and Finance Committee | | Career Highlights 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. | | | Skills and Qualifications 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. | |
Nominees for Election to the Board of Directors in 2024
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Nominees for Election to the Board of Directors in 2024
| JANICE L. SEARS | | | | Age: 63 Director since: January 2017 Independent Committees: Audit Committee Compensation and Management Development Committee | | Career Highlights Ms. Sears has served on our Board since January 2017. Ms. Sears is also a member of the Board of Directors, Lead Independent Director, and Audit Chair of Sonder Holdings Inc. (NASDAQ: SOND), a leading next-generation hospitality company. She is also on the Board of IQHQ, a privately held REIT that develops and owns biotech occupied real estate in the U.S. and Europe. Ms. Sears previously served as independent director, Audit Chair of Essex Property Trust (NYSE: ESS), which owns multi-family rental properties, independent director, Board Chair of The Swig Company, an owner of large office properties, and independent director, Audit Chair of BioMed Realty Trust, a life-sciences owner, sold to Blackstone Real Estate in 2016. She also served as independent director and advisor to Helix RE, a real estate software startup. Prior to 2009, Ms. Sears held the position of Managing Director, Western Region Head in the Real Estate Investment Banking Group at Banc of America Securities. Concurrently, as the San Francisco Market President for Bank of America, she managed a senior leadership team, deepening relationships with nonprofits and local governments. Prior to 1988, Ms. Sears was a Real Estate Economist at both Chemical Bank and Citicorp in New York. Ms. Sears’ activities have included G100, West Audit Committee Network, Nareit, Urban Land Institute, NACD, WOB, and Athena Alliance. She is a frequent speaker including at both Harvard and Columbia Business Schools. Ms. Sears was named ‘Forever Influential’ by SF Business Times and inducted into the Allen Matkins Hall of Fame and gained annual recognition by Bisnow’s Bay Area Power Women, among other awards. Ms. Sears is active philanthropically both on boards and spending time in the community including with Compass Family Services, Meals on Wheels, tutoring at the Marina Middle School, and serving meals at St. Anthony’s. | | | Skills and Qualifications Our Board considered Ms. Sears’ knowledge of capital markets and accounting methods and principles, as well as her extensive banking and financial background and experience working in the commercial real estate and REIT industry. Our Board also considered Ms. Sears’ sophisticated expertise in risk assessment and governance matters. | |
Nominees for Election to the Board of Directors in 2024
| FRANCES ALDRICH SEVILLA-SACASA | | | | Age: 68 Independent Committees: Audit Committee (Chairperson) Nominating and Corporate Governance Committee | | Career Highlights 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 Callon Petroleum Company (NYSE: CPE), Camden Property Trust (NYSE: CPT), and the Delaware Funds by Macquarie. | | | Skills and Qualifications 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 her with expertise in the area of corporate governance. | |
Nominees for Election to the Board of Directors in 2024
| 14 | 2024 Proxy Statement |
Nominees for Election to the Board of Directors in 2024
| KEITH D. TAYLOR | | | | Age: 62 Independent Committees: Audit Committee Compensation and Management Development Committee (Chairperson) | | Career Highlights 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. | | | Skills and Qualifications Our Board considered Mr. Taylor’s extensive finance experience and his experience as a senior executive which the Board believes enables him to provide us with leadership and financial expertise. | |
Nominees for Election to the Board of Directors in 2024
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Nominees for Election to the Board of Directors in 2024
| | Board Recommendation | | | The Board of Directors unanimously recommends that you vote “FOR” the election of each of the director nominees named above. |
Nominees for Election to the Board of Directors in 2024
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS
Vendor Practices
| 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. | ü | | Emphasis on Equity: There is an emphasis on equity in the overall compensation mix to further align interests with stakeholders. | ü | | Recognition of Special Roles: Special roles, such as Committee chairpersons, are recognized for their additional time commitments. | ü | | Annual Equity Grants: Equity awards are granted annually with a fixed value and one-year vesting schedule, providing alignment with stockholders’ interests. | ü | | 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. | ü | | No Perquisites and No Related Tax Gross-Ups. | ü |
2023 Annual Director Compensation Program
2023 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. Pursuant to our periodic director compensation review process, in May 2023, upon the recommendation of the Compensation and Management Development Committee, the Board approved an increase in the value of the annual equity award for non-employee directors from $170,000 to $190,000. This increase to the equity award value improved the overall positioning within the peer group and maintained the mix between cash and equity in the director compensation program. The Compensation and Management Development Committee also recommended, and the Board approved, an increase in the annual cash retainer for non-employee directors from $80,000 to $85,000, an increase in the annual cash retainer for the Chairpersons of the Board committees from $20,000 to $25,000, and an additional annual cash retainer of $12,500 for service on the Board committees, each effective May 17, 2023. The increase in the annual cash retainers and the value of the annual non-employee director equity awards was based on peer group data and determined in consultation with FPC to reflect the time commitment and contributions expected of the directors. Our current annual non-employee director compensation program includes the following:
2023 Annual Director Compensation Program
| • | an annual cash retainer of $85,000, and $235,000 in the case of the Board Chairperson; |
2023 Annual Director Compensation Program
| • | an annual cash retainer of $12,500 for service on each of the Board committees; |
2023 Annual Director Compensation Program
| • | 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 |
2023 Annual Director Compensation Program
| | 39 |
2023 Annual Director Compensation Program
| Compensation of Directors (continued) |
2023 Annual Director Compensation Program
| • | 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. |
2023 Annual Director Compensation Program
| (1) Excludes $12,500 annual cash retainers for committee service and $25,000 additional annual cash retainers for committee Chairpersons. |
2023 Annual Director Compensation Program
All RSUs granted to directors entitle the director to dividend equivalent payments in respect of the director’s RSUs, whether his or her RSUs are unvested or vested and not yet settled. The dividend equivalents are deliverable to the director on the regular payment date that such dividends are made to the Company’s stockholders and in the same form as delivered to such stockholders whether in cash or common stock. To date, all dividends declared on the Company’s common stock were paid in cash. In addition, while our directors are not paid any fees for attending meetings, each director is reimbursed for reasonable travel and related expenses associated with his or her attendance at Board or committee meetings. Our non-employee directors who receive compensation for their service on the Board are also subject to a stock ownership policy, as described below under “Executive Compensation—Compensation Discussion and Analysis.”
Director Compensation Table for Fiscal 2023
Director Compensation Table for Fiscal 2023 The table below sets forth information regarding non-employee director compensation for the fiscal year ended December 31, 2023.
Director Compensation Table for Fiscal 2023
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Michael D. Fascitelli | $233,118 | $190,008 | $423,126 | | Jana Cohen Barbe | $98,709 | $190,008 | $288,717 | | Richard D. Bronson | $114,032 | $190,008 | $304,040 | | Jeffrey E. Kelter | $114,032 | $190,008 | $304,040 | | Joseph D. Margolis | $98,709 | $190,008 | $288,717 | | John B. Rhea | $106,236 | $190,008 | $296,244 | | Keith D. Taylor | $76,394 | $190,008 | $266,402 | | Janice L. Sears | $106,236 | $190,008 | $296,244 | | Frances Aldrich Sevilla-Sacasa | $76,394 | $190,008 | $266,402 |
Director Compensation Table for Fiscal 2023
| (1) Fees have been pro-rated to reflect adjustments made to our annual non-employee director compensation program in May 2023, described above. Certain directors rotated committee assignments after the date of the 2023 annual meeting of stockholders. Fees have been pro-rated to reflect the portion of the fiscal year that the directors served on each committee or as a Chairperson of a committee, as applicable. |
Director Compensation Table for Fiscal 2023
| (2) Amount represents the aggregate grant date fair value of the directors’ annual RSU awards granted in 2023 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 2023 Form 10-K. In accordance with the SEC’s rules, dividend equivalents that accrued on equity awards in 2023 are not reported above, because dividends were factored into the grant date fair value of these awards. |
Director Compensation Table for Fiscal 2023
| (3) As of December 31, 2023, each non-employee director held 5,655 unvested RSUs, representing each director’s 2023 annual RSU award. |
Director Compensation Table for Fiscal 2023
| 40 | 2024 Proxy Statement |
Director Compensation Table for Fiscal 2023
PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee has selected Deloitte & Touche LLP (“Deloitte”) to serve as our independent registered public accounting firm for 2024. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Deloitte to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders do not ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company. Representatives of Deloitte are expected to be present at the Annual Meeting. They will also have the opportunity to make a statement if they desire to do so, and they are expected to be available to respond to appropriate questions.
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.
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 (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 | | | 2021 | $900,000 | — | $6,500,037 | — | $2,298,808 | $11,600 | $9,710,445 | | Jonathan S. Olsen (Executive Vice President and Chief Financial Officer) | 2023 | $400,019 | — | $1,200,045 | — | $447,645 | $13,200 | $2,060,909 | | | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | | Ernest M. Freedman (Former Executive Vice President and Chief Financial Officer) | 2023 | $306,923 | — | $309,648 | — | $374,446 | $269,601 | $1,260,618 | | | 2022 | $700,000 | — | $4,429,515 | — | $635,154 | $12,200 | $5,776,869 | | | 2021 | $650,000 | — | $1,800,029 | — | $1,395,228 | $11,600 | $3,856,857 | | Charles D. Young (President and Chief Operating Officer) | 2023 | $700,000 | — | $2,750,036 | — | $995,320 | $14,200 | $4,459,556 | | | 2022 | $700,000 | — | $4,429,515 | — | $635,154 | $12,200 | $5,776,869 | | | 2021 | $650,000 | — | $1,800,029 | — | $1,362,518 | $11,600 | $3,824,147 | | Scott G. Eisen (Executive Vice President and Chief Investment Officer) | 2023 | $280,000 | — | $2,000,031 | — | $1,050,000 | $15,888 | $3,345,919 | | | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | | Mark A. Solls (Executive Vice President and Chief Legal Officer) | 2023 | $512,116 | — | $950,031 | — | $504,946 | $13,200 | $1,980,293 | | | 2022 | $500,000 | — | $1,852,203 | — | $364,462 | $12,200 | $2,728,865 | | | 2021 | $475,000 | — | $825,040 | — | $808,688 | $11,600 | $2,120,328 |
Summary Compensation Table
| (1) For all current NEOs, amount represents the aggregate grant date fair value of the equity awards granted in 2023 calculated in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 10 to the consolidated financial statements included in our 2023 Form 10-K. |
Summary Compensation Table
| The stock award values reflected in the table above for 2023 represent the grant date fair value in respect of (a) the time vesting RSUs and performance vesting RSUs granted under our 2023 LTIP, (b) Mr. Eisen’s Sign-On RSUs which were granted on the date of his commencement as our Executive Vice President and Chief Investment Officer, and (c) the incremental share-based compensation expense incurred in connection with the modifications made to certain outstanding equity awards held by Mr. Freedman. For Mr. Freedman, the vesting conditions of certain outstanding equity awards were modified pursuant to the Transition Services Agreement, resulting in incremental share-based compensation expense. |
Summary Compensation Table
| As described further under “Executive Compensation—Compensation Discussion and Analysis—2023 Long-Term (Equity) Incentive Program,” of the 2023 LTIP performance vesting RSUs granted in 2023, 75% of the 2023 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—$4,500,020; Mr. Olsen—$720,018; Mr. Young—$1,650,006; and Mr. Solls—$570,040. Mr. Freedman did not receive a 2023 LTIP award because he resigned from the Company effective as of June 1, 2023. Mr. Eisen did not receive a 2023 LTIP award given his commencement as our Executive Vice President and Chief Investment Officer effective as of August 1, 2023. |
Summary Compensation Table
| As the 2023 LTIP RSUs that are earned based on the TSR Relative to RMS Index CAGR are subject to market conditions as defined under FASB ASC Topic 718 and are not subject to performance conditions as defined under FASB ASC Topic 718, they have no maximum grant date fair values that differ from the grant date fair values presented in the table. |
Summary Compensation Table
| (2) Amounts shown for 2023 represent the annual cash incentive awards earned under our 2023 annual cash incentive program as described under “Compensation Discussion and Analysis—Determination of Compensation—2023 Annual Cash Incentive Program.” |
Summary Compensation Table
| (3) All Other Compensation for 2023 represents Company-paid matching 401(k) plan contributions for all NEOs, post-termination consulting fees paid in 2023 pursuant to the Transition Services Agreement, as well as vacation payout, and COBRA allowance for Mr. Freedman, Health Savings Account Company-funded seed money for Messrs. Tanner and Young based on their participation in our high-deductible health plan, and relocation expenses for Mr. Eisen. |
Summary Compensation Table
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Outstanding Equity Awards at 2023 Fiscal Year End
Outstanding Equity Awards at 2023 Fiscal Year End
Outstanding Equity Awards at 2023 Fiscal Year End
| | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested(1)(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | 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 | 5/1/2019 | 36,801 | $1,255,282 | — | — | | | 3/1/2021 | 267,761 | $9,133,328 | — | — | | | 3/1/2022 | 31,765 | $1,083,504 | 118,244 | $4,033,303 | | | 3/1/2023 | 61,759 | $2,106,599 | 289,905 | $9,888,660 | | | 4/1/2022 | — | — | 457,344 | $15,600,000 | | Jonathan S. Olsen | 5/1/2019 | 4,785 | $163,216 | — | — | | | 3/1/2021 | 12,360 | $421,600 | — | — | | | 3/1/2022 | 1,558 | $53,143 | 5,799 | $197,804 | | | 3/1/2023 | 9,882 | $337,075 | 46,386 | $1,582,226 | | | 4/1/2022 | — | — | 47,845 | $1,632,000 | | Ernest M. Freedman | 5/1/2019 | 27,659 | $943,448 | — | — | | | 3/1/2021 | 74,150 | $2,529,257 | — | — | | | 3/1/2022 | 10,793 | $368,149 | 40,174 | $1,370,335 | | Charles D. Young | 5/1/2019 | 26,624 | $908,145 | — | — | | | 3/1/2021 | 74,150 | $2,529,257 | — | — | | | 3/1/2022 | 10,793 | $368,149 | 40,174 | $1,370,335 | | | 3/1/2023 | 22,645 | $772,421 | 106,300 | $3,625,893 | | | 4/1/2022 | — | — | 187,628 | $6,400,000 | | Scott G. Eisen | 8/1/2023 | 56,562 | $1,929,330 | — | — | | Mark A. Solls | 5/1/2019 | 14,721 | $502,133 | — | — | | | 3/1/2021 | 33,986 | $1,159,262 | — | — | | | 3/1/2022 | 4,006 | $136,645 | 14,911 | $508,614 | | | 3/1/2023 | 7,823 | $266,843 | 36,722 | $1,252,587 | | | 4/1/2022 | — | — | 89,123 | $3,040,000 |
Outstanding Equity Awards at 2023 Fiscal Year End
| (1) Includes the following: |
Outstanding Equity Awards at 2023 Fiscal Year End
| (a) 2021 LTIP time vesting RSUs: the outstanding awards vested March 1, 2024. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (b) 2021 LTIP performance vesting RSUs: the performance period ended on December 31, 2023, 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 2024. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (c) 2022 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, 2022. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (d) 2023 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, 2023. |
Outstanding Equity Awards at 2023 Fiscal Year End
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Outstanding Equity Awards at 2023 Fiscal Year End
| (e) 2019 Outperformance Plan awards: the outstanding awards vested on March 31, 2024. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (f) 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. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (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.” |
Outstanding Equity Awards at 2023 Fiscal Year End
| (3) Amounts reported are based on the closing price of our common stock on the NYSE on December 29, 2023, which was the last trading day on the NYSE in 2023. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (4) 2022 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, 2024 and, thereafter, remain subject to time vesting conditions until the Certification Date. The number and market value of shares reported above reflect the portion of the 2022 LTIP performance vesting RSUs based on target performance of the TSR Relative to the RMS Index CAGR and threshold performance of Same Store NOI Growth CAGR, as our achievement under these measures as of December 31, 2023 was between threshold and target and below threshold, respectively. The actual number of shares that will be deliverable is not yet determinable. |
Outstanding Equity Awards at 2023 Fiscal Year End
| 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 time vesting conditions until the Certification Date. See “Executive Compensation—Compensation Discussion and Analysis—2023 Long-Term (Equity) Incentive Program.” The number and market value of shares reported above reflect the portion of the 2023 LTIP performance vesting RSUs based on maximum 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, 2023 was above target and between threshold and target, respectively. The actual number of shares that will be deliverable is not yet determinable. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (5) Earned 2022 Outperformance Program awards are scheduled to vest 50% on March 31, 2025, and 50% on March 31, 2026. 2022 Outperformance Program awards were calculated using the share price as of December 29, 2023 of $34.11. The amounts reflected in the table are based on maximum performance because as of December 31, 2023 our achievement for cumulative TSR was at the minimum, and our achievement for TSR relative to the FTSE Nareit Residential Index measure was above the minimum amount. |
Outstanding Equity Awards at 2023 Fiscal Year End
| Effective as of Mr. Freedman’s resignation on June 1, 2023, his award under the 2022 Outperformance Program was forfeited. |
2023 Stock Vested Table
2023 Stock Vested Table
2023 Stock Vested Table
| Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Dallas B. Tanner | 219,263 | $6,941,354 | | Jonathan S. Olsen | 18,676 | $592,068 | | Ernest M. Freedman | 107,627 | $3,410,039 | | Charles D. Young | 106,592 | $3,377,716 | | Scott G. Eisen | — | — | | Mark A. Solls | 51,755 | $1,639,817 |
2023 Stock Vested Table
| (1) Represents shares acquired on the vesting of RSUs in 2023 as follows: |
2023 Stock Vested Table
| (a) As to Mr. Tanner, 10,121 shares acquired on vesting of his 2020 LTIP time vesting RSUs on March 1, 2023, 137,985 shares acquired on the vesting of his 2020 LTIP performance vesting RSUs which vested on February 23, 2023, 18,474 shares acquired on the vesting of a portion of his 2021 LTIP time vesting RSUs on March 1, 2023, 15,882 shares acquired on the vesting of a portion of his 2022 LTIP time vesting RSUs on March 1, 2023, and 36,801 OP Units acquired on the vesting of his 2019 Outperformance Program award on March 31, 2023. |
2023 Stock Vested Table
| (b) As to Mr. Olsen, 838 shares acquired on vesting of his 2020 LTIP time vesting RSUs on March 1, 2023, 11,422 shares acquired on the vesting of his 2020 LTIP performance vesting RSUs which vested on February 23, 2023, 853 shares acquired on the vesting of a portion of his 2021 LTIP time vesting RSUs on March 1, 2023, 779 shares acquired on the vesting of a portion of his 2022 LTIP time vesting RSUs on March 1, 2023, and 4,784 RSUs acquired on vesting of his 2019 Outperformance Program award on March 31, 2023. |
2023 Stock Vested Table
| (c) As to Mr. Freedman, 4,746 shares acquired on vesting of his 2020 LTIP time vesting RSUs on March 1, 2023, 64,711 shares acquired on the vesting of his 2020 LTIP performance vesting RSUs which vested on February 23, 2023, 5,116 shares acquired on the vesting of a portion of his 2021 LTIP time vesting RSUs on March 1, 2023, 5,396 shares acquired on the vesting of a portion of his 2022 LTIP time vesting RSUs on March 1, 2023, and 27,658 OP Units acquired on the vesting of his 2019 Outperformance Program award on March 31, 2023. |
2023 Stock Vested Table
| (d) As to Mr. Young, 4,746 shares acquired on vesting of his 2020 LTIP time vesting RSUs on March 1, 2023, 64,711 shares acquired on the vesting of his 2020 LTIP performance vesting RSUs which vested on February 23, 2023, 5,116 shares acquired on the vesting of a portion of his 2021 LTIP time vesting RSUs on March 1, 2023, 5,396 shares acquired on the vesting of a portion of his 2022 LTIP time vesting RSUs on March 1, 2023, and 26,623 OP Units acquired on the vesting of his 2019 Outperformance Program award on March 31, 2023. |
2023 Stock Vested Table
| (e) As to Mr. Solls, 2,234 shares acquired on vesting of his 2020 LTIP time vesting RSUs on March 1, 2023, 30,453 shares acquired on the vesting of his 2020 LTIP performance vesting RSUs which vested on February 23, 2023, 2,345 shares acquired on the vesting of a portion of his 2021 LTIP time vesting RSUs on March 1, 2023, 2,003 shares acquired on the vesting of a portion of his 2022 LTIP time vesting RSUs on March 1, 2023, and 14,720 OP Units acquired on the vesting of his 2019 Outperformance Program award on March 31, 2023. |
2023 Stock Vested Table
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2023 Stock Vested Table
| (2) 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. |
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 29, 2023. Mr. Freedman is not included in the table below because he resigned from the Company effective as of June 1, 2023, and was not our NEO as of December 29, 2023. 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.
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) | $1,891,521 | — | $1,891,521 | $1,891,521 | | | Time Vesting RSUs(3) | $3,129,388 | $5,075,568 | $5,075,568 | $5,075,568 | | | Performance Vesting RSUs(3)(4) | $17,121,617 | $17,189,223 | $25,875,266 | $17,121,617 | | | Continuation of Benefits(5) | $25,370 | — | $38,055 | — | | | Other Benefits(6) | $57,692 | — | $57,692 | — | | | Total | $28,225,588 | $22,264,791 | $41,938,102 | $24,088,706 | | Jonathan S. Olsen | | | | | | | | Severance(1) | $1,518,750 | — | $2,278,125 | — | | | Bonus(2) | $447,645 | — | $447,645 | $447,645 | | | Time Vesting RSUs(3) | $331,242 | $582,531 | $582,531 | $582,531 | | | Performance Vesting RSUs(3)(4) | $1,324,867 | $1,420,409 | $2,448,279 | $1,324,867 | | | Continuation of Benefits(5) | $25,091 | — | $37,636 | — | | | Other Benefits(6) | $25,962 | — | $25,962 | — | | | Total | $3,673,557 | $2,002,940 | $5,820,178 | $2,355,043 | | Charles D. Young | | | | | | | | Severance(1) | $2,625,000 | — | $3,937,500 | — | | | Bonus(2) | $995,320 | — | $995,320 | $995,320 | | | Time Vesting RSUs(3) | $1,524,171 | $2,223,222 | $2,223,222 | $2,223,222 | | | Performance Vesting RSUs(3)(4) | $5,666,217 | $5,674,267 | $8,993,715 | $5,666,217 | | | Continuation of Benefits(5) | $25,435 | — | $38,152 | — | | | Other Benefits(6) | $40,385 | — | $40,385 | — | | | Total | $10,876,528 | $7,897,489 | $16,228,294 | $8,884,759 |
Potential Benefits upon a Termination or Change in Control
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Potential Benefits upon a Termination or Change in Control
| Name | | Qualifying Termination ($) | Change in Control ($) | Qualifying Termination Within 24 Months of Change in Control ($) | Death or Disability ($) | | Scott G. Eisen | | | | | | | | Severance(1) | $1,750,000 | — | $2,625,000 | — | | | Bonus(2) | $1,050,000 | — | $1,050,000 | $1,050,000 | | | Time Vesting RSUs(3) | $643,110 | $1,929,330 | $1,929,330 | $1,929,330 | | | Performance Vesting RSUs(3)(4) | $— | $— | $— | $— | | | Continuation of Benefits(5) | $8,416 | — | $8,416 | — | | | Other Benefits(6) | $40,385 | — | $40,385 | — | | | Total | $3,491,911 | $1,929,330 | $5,653,131 | $2,979,330 | | Mark A. Solls | | | | | | | | Severance(1) | $1,030,000 | — | $1,545,000 | — | | | Bonus(2) | $504,946 | — | $504,946 | $504,946 | | | Time Vesting RSUs(3) | $739,368 | $985,608 | $985,608 | $985,608 | | | Performance Vesting RSUs(3)(4) | $2,480,650 | $2,444,834 | $3,810,258 | $2,480,650 | | | Continuation of Benefits(5) | $18,615 | — | $18,615 | — | | | Other Benefits(6) | $29,712 | — | $29,712 | — | | | Total | $4,803,291 | $3,430,442 | $6,894,139 | $3,971,204 |
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. |
Potential Benefits upon a Termination or Change in Control
| (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. |
Potential Benefits upon a Termination or Change in Control
| (3) All share values are based on the closing price of our common stock on the NYSE on December 29, 2023. Earned awards under the 2019 Outperformance Program are reflected as time-vesting. |
Potential Benefits upon a Termination or Change in Control
| (4) 2021 LTIP calculated at actual achievement: 116% TSR Relative to RMS Index CAGR; and 200% Same Store NOI Growth CAGR. 2022 LTIP calculated at achievement as of December 31, 2023: 86% TSR Relative to RMS Index CAGR; and 0% Same Store NOI Growth CAGR. 2023 LTIP calculated at achievement as of December 31, 2023: 122% TSR Relative to RMS Index CAGR; and 97% Same Store NOI Growth CAGR. 2019 Outperformance Program actual achievement as of December 31, 2023: 100% Relative TSR Component; and 100% Absolute TSR Component. 2022 Outperformance Program calculated at achievement as of December 31, 2023: 100% Relative TSR Component; and 0% Absolute TSR Component. |
Potential Benefits upon a Termination or Change in Control
| (5) 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 2023 rates multiplied by the applicable welfare period for each NEO. |
Potential Benefits upon a Termination or Change in Control
| (6) Other Benefits includes payout of unused paid time off. |
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 1,554 associates employed by the Company as of December 31, 2023 (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, 2023. 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 2023 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 $10,393,322. The 2022 annual total compensation as determined under Item 402(c)(2)(x) of Regulation S-K for our median associate was $76,008. Our CEO Pay Ratio was, therefore, 137 to 1.
CEO Pay Ratio
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CEO Pay Ratio
PROPOSAL NO. 3—NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Act) and the related rules of the SEC, we are including in these proxy materials a separate resolution subject to stockholder vote to approve, in a non-binding advisory vote, the compensation paid to our NEOs as disclosed in this Proxy Statement. While the results of the vote are non-binding and advisory in nature, the Compensation and Management Development Committee and the Board intend to carefully consider the results of this vote. The text of the resolution in respect of Proposal No. 3 is as follows: “RESOLVED, that the 2023 compensation paid to the Company’s named executive officers, as disclosed in this Proxy Statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion, is hereby approved, on a non- binding advisory basis.” In considering their vote, stockholders may wish to review with care the information on our compensation policies and decisions regarding the NEOs presented in “Compensation Discussion and Analysis,” the compensation tables and other related material disclosed in this Proxy Statement.
CEO Pay Ratio
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CEO Pay Ratio
| | Board Recommendation | | | The Board of Directors unanimously recommends that you vote “FOR” the approval, on a non-binding advisory basis, of the compensation paid to our named executive officers. |
CEO Pay Ratio
PAY VERSUS PERFORMANCE 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.
CEO Pay Ratio
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total ($) (1) | Compensation Actually Paid to CEO ($) (2) | Average Summary Compensation Table Total for Non-CEO NEOs (3) | Average Compensation Actually Paid to Non-CEO NEOs (3)(4) | Total Shareholder Return (5) | Peer Group Total Shareholder Return (6) | Net Income ($ in thousands) (7) | Adjusted Funds from Operations ($ in thousands) (8) | | 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 |
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 2023, 2022, 2021, and 2020. |
CEO Pay Ratio
| (2) CAP to our CEO in each of 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. |
CEO Pay Ratio
| | 2020 | 2021 | 2022 | 2023 | | CEO | 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 | $10,393,322 | | Less: Stock and Option Award Values Reported in Summary Compensation Table for the Covered Year ($) | (3,625,057) | (6,500,037) | (12,023,478) | (7,500,031) | | Plus: Fair Value for Stock and Options Awards Granted in the Covered Year ($) | 3,240,949 | 14,797,038 | 6,849,983 | 9,108,057 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | (335,991) | 13,927,849 | (12,981,704) | 6,547,117 | | 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 |
CEO Pay Ratio
| (3) 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 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. |
CEO Pay Ratio
| 82 | 2024 Proxy Statement |
CEO Pay Ratio
| (4) Average CAP to our non-CEO NEOs, as a group, in each of 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. |
CEO Pay Ratio
| As noted above, in 2023 the non-CEO NEOs have changed: |
CEO Pay Ratio
| 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. |
CEO Pay Ratio
| b. | Mr. Freedman’s salary and annual incentive award amounts were calculated based on days of service in 2023, and he did not receive a 2023 LTIP award. The forfeited awards presented in the table below represent Mr. Freedman’s 2022 Outperformance Program award. |
CEO Pay Ratio
| c. | Mr. Eisen’s salary was based on days of service in 2023. |
CEO Pay Ratio
| | 2020 | 2021 | 2022 | | 2023 | | Non-CEO NEOs | | | | | | | Summary Compensation Table Total Compensation | $2,573,039 | $3,267,111 | | 4,760,868 | $2,621,459 | | Less: Stock and Option Award Values Reported in Summary Compensation Table for the Covered Year ($) | (1,400,045) | (1,475,033) | | (3,570,411) | (1,441,958) | | Plus: Fair Value for Stock and Options Awards Granted in the Covered Year ($) | 1,251,696 | 3,357,853 | | 2,084,989 | 1,576,007 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | (224,203) | 7,022,211 | | (4,924,253) | 1,160,149 | | 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 |
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 29, 2023, December 30, 2022, December 31, 2021, or December 31, 2020, as appropriate. |
CEO Pay Ratio
| (6) For the applicable fiscal year, represents the cumulative TSR of the MSCI US REIT Index for the measurement periods ending on December 29, 2023, December 30, 2022, December 31, 2021, or December 31, 2020, as appropriate. |
CEO Pay Ratio
| (7) Reflects GAAP net income. |
CEO Pay Ratio
| (8) 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 2023 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. |
CEO Pay Ratio
| | 83 |
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.
Relationship Between Compensation Actually Paid and Performance Measures
| 84 | 2024 Proxy Statement |
Relationship Between Compensation Actually Paid and Performance Measures
| | 85 |
Relationship Between Compensation Actually Paid and Performance Measures
As discussed in the in “Executive Compensation—Compensation Discussion and Analysis,” our compensation program is heavily weighted towards performance-based compensation, reflecting our philosophy of increasing the long-term value of the Company and supporting strategic and operational objectives. The metrics used within our annual cash incentive plan and our long-term incentive award plans are selected to support these objectives. In our assessment, the most important financial performance measures used to link CAP (as calculated in accordance with Item 402(v) of Regulation S-K) to our NEOs in 2023 to our performance were:
Relationship Between Compensation Actually Paid and Performance Measures
| • | AFFO; |
Relationship Between Compensation Actually Paid and Performance Measures
| • | Net income; and |
Relationship Between Compensation Actually Paid and Performance Measures
| • | Three-year TSR. |
Relationship Between Compensation Actually Paid and Performance Measures
| 86 | 2024 Proxy Statement |
Relationship Between Compensation Actually Paid and Performance Measures
EQUITY COMPENSATION PLAN INFORMATION The following table provides information as of December 31, 2023 regarding shares of our common stock that may be issued under the Omnibus Incentive Plan and the Colony Starwood Homes Equity Plan and the Starwood Waypoint Residential Trust Non-Executive Trustee Share Plan (the “SWH Equity Plans”):
Relationship Between Compensation Actually Paid and Performance Measures
| | As of December 31, 2023 | | | | | 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 | 4,951,025 | — | 5,617,029 | | SWH Equity Plans(4) | — | — | — | | Equity compensation plans not approved by stockholders | — | — | — | | Total | 4,951,025 | — | 5,617,029 |
Relationship Between Compensation Actually Paid and Performance Measures
| (1) Includes shares of our common stock that may be issued upon the vesting of time vesting and performance vesting RSUs. The number of shares to be issued in respect of performance vesting RSUs has been calculated assuming maximum levels of performance will be achieved. |
Relationship Between Compensation Actually Paid and Performance Measures
| (2) Because there is no exercise price associated with RSUs, no amounts are included above. |
Relationship Between Compensation Actually Paid and Performance Measures
| (3) Excludes securities reflected in the Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights column above. |
Relationship Between Compensation Actually Paid and Performance Measures
| (4) On November 16, 2017, in connection with the merger with SWH, we assumed the SWH Equity Plans. As the SWH Equity Plans were previously approved by SWH’s stockholders before we assumed these plans, and as we will not make future grants or awards under these plans, they are listed as “approved by stockholders.” As such, 4,866,890 securities remaining available under the SWH Equity Plans have been excluded from the table above. |
Relationship Between Compensation Actually Paid and Performance Measures
| | 87 |
Relationship Between Compensation Actually Paid and Performance Measures
OWNERSHIP OF SECURITIES The following table sets forth information regarding the beneficial ownership of shares of our common stock as of the Record Date held by (1) each person known to us to beneficially own more than 5% of our outstanding common stock, (2) each of our directors, director nominees and NEOs and (3) all of our current directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC. Unless otherwise noted, the address of each beneficial owner is 1717 Main Street, Suite 2000, Dallas, Texas 75201. The percentages included in the following table are based on 612,485,026 shares of our common stock outstanding as of the Record Date.
Relationship Between Compensation Actually Paid and Performance Measures
| Beneficial Owner | Number of Shares of Common Stock Beneficially Owned | Percentage of Common Stock Beneficially Owned | | Owners of More Than 5% | | | | The Vanguard Group(1) | 96,578,365 | 15.77% | | Cohen & Steers, Inc.(2) | 82,281,547 | 13.43% | | Blackrock, Inc.(3) | 59,312,194 | 9.68% | | Norges Bank (The Central Bank of Norway)(4) | 39,584,083 | 6.46% | | State Street Corporation(5) | 38,526,674 | 6.29% | | Directors, Director Nominees and NEOs | | | | Jana Cohen Barbe(6) | 29,938 | * | | Richard D. Bronson(6) | 60,148 | * | | Michael D. Fascitelli(6) | 70,068 | * | | Jeffrey E. Kelter(6) | 76,372 | * | | Joseph D. Margolis(6) | 21,001 | * | | John B. Rhea(6) | 51,688 | * | | Janice L. Sears(6)(7) | 47,838 | * | | Frances Aldrich Sevilla-Sacasa(6) | 5,655 | * | | Dallas B. Tanner(8) | 737,418 | * | | Keith D. Taylor(6) | 5,655 | * | | Jonathan S. Olsen | 18,813 | * | | Ernest M. Freedman(8)(9) | 272,407 | * | | Charles D. Young(8) | 344,581 | * | | Scott G. Eisen | — | * | | Mark A. Solls(8) | 245,450 | * | | All Directors and Executive Officers as a Group (14 persons) (10) | 1,714,625 | * |
Relationship Between Compensation Actually Paid and Performance Measures
| * Less than 1%. |
Relationship Between Compensation Actually Paid and Performance Measures
| (1) As reported in a Schedule 13G/A filed with the SEC on February 13, 2024, on behalf of The Vanguard Group, The Vanguard Group has sole voting power with respect to 0 shares of our common stock, shared voting power with respect to 1,256,693 shares of our common stock, sole dispositive power with respect to 93,561,807 shares of our common stock and shared dispositive power with respect to 3,016,558 shares of our common stock. The address of The Vanguard Group is: 100 Vanguard Blvd., Malvern, PA 19355. |
Relationship Between Compensation Actually Paid and Performance Measures
| (2) As reported in a Schedule 13G/A filed jointly with the SEC on February 14, 2024, by Cohen & Steers, Inc., Cohen & Steers Capital Management, Inc., Cohen & Steers UK Ltd, Cohen & Steers Asia Ltd, and Cohen & Steers Ireland Ltd. Cohen & Steers, Inc. holds a 100% interest in Cohen & Steers Capital Management, Inc., Cohen & Steers UK Ltd., Cohen & Steers Asia Ltd. and Cohen & Steers Ireland Ltd. Cohen & Steers, Inc. has sole voting power with respect to 58,086,070 shares of our common stock, shared voting power with respect to 0 shares of our common stock, sole dispositive power with respect to 82,281,547 shares of our common stock and shared dispositive power with respect to 0 shares of our common stock. Address of Principal Business Office for Cohen & Steers, Inc. and Cohen & Steers Capital Management, Inc. is: 1166 Avenue of the Americas, 30th Floor, New York, NY 10036. The principal address for Cohen & Steers UK Ltd. is: 50 Pall Mall, 7th Floor, London, United Kingdom SW1Y 5JH. The principal address for Cohen & Steers Asia Ltd. is: 1201-02 Champion Tower, Three Garden Road, Central, Hong Kong. The principal address for Cohen & Steers Ireland Ltd. is: 77 Sir John Rogerson’s Quay, Block C, Grand Canal Docklands, Dublin 2, D02 VK60. |
Relationship Between Compensation Actually Paid and Performance Measures
| 88 | 2024 Proxy Statement |
Relationship Between Compensation Actually Paid and Performance Measures
| Ownership of Securities (continued) |
Relationship Between Compensation Actually Paid and Performance Measures
| (3) As reported in a Schedule 13G/A filed with the SEC on January 24, 2024, on behalf of BlackRock, Inc. and its wholly-owned subsidiaries identified therein, BlackRock, Inc. has sole voting power with respect to 53,777,883 shares of our common stock, shared voting power with respect to 0 shares of our common stock, sole dispositive power with respect to 59,312,194 shares of our common stock and shared dispositive power with respect to 0 shares of our common stock. The address of BlackRock, Inc. is: 50 Hudson Yards, New York, NY 10001. |
Relationship Between Compensation Actually Paid and Performance Measures
| (4) As reported in a Schedule 13G/A filed with the SEC on February 13, 2024, on behalf of Norges Bank (The Central Bank of Norway), Norges Bank has sole voting power with respect to 39,486,448 shares of our common stock, shared voting power with respect to 0 shares of our common stock, sole dispositive power with respect to 39,486,448 shares of our common stock and shared dispositive power with respect to 97,635 shares of our common stock. The address of Norges Bank is: Bankplassen 2, PO Box 1179 Sentrum, NO 0107, Oslo, Norway. |
Relationship Between Compensation Actually Paid and Performance Measures
| (5) As reported in a Schedule 13G filed with the SEC on January 30, 2024, on behalf of State Street Corporation and its wholly-owned subsidiaries identified therein, State Street Corporation has sole voting power with respect to 0 shares of our common stock, shared voting power with respect to 22,571,794 shares of our common stock, sole dispositive power with respect to 0 shares of our common stock and shared dispositive power with respect to 38,445,474 shares of our common stock. The address of State Street Corporation is: State Street Financial Center, 1 Congress Street, Suite 1, Boston, MA 02114. |
Relationship Between Compensation Actually Paid and Performance Measures
| (6) Includes 5,655 director RSUs scheduled to vest within 60 days of the Record Date. |
Relationship Between Compensation Actually Paid and Performance Measures
| (7) For Ms. Sears, includes 5,000 shares of our common stock held by a trust for the benefit of Ms. Sears’ family, for which she serves as trustee. |
Relationship Between Compensation Actually Paid and Performance Measures
| (8) Includes the number of shares of the Company’s common stock that could be issued if the OP Units under the 2019 Outperformance Program, beneficially owned by a person listed in the table are converted into common limited partnership units of Operating Partnership, which in turn are redeemed for shares of the Company’s common stock on a one-for-one basis, and the Company elects to issue shares of common stock in exchange for such common limited partnership units of the Operating Partnership rather than pay cash upon such redemption, as follows: Mr. Tanner—147,204; Mr. Freedman—110,633; Mr. Young—106,493; and Mr. Solls—58,882. Beneficial ownership calculations assume that all such OP Units are converted into common limited partnership units of the Operating Partnership, which in turn are redeemed for shares of the Company’s common stock. See “Compensation Discussion and Analysis—Determination of Compensation—2019 Outperformance Equity-Based Awards” for additional details of these awards. |
Relationship Between Compensation Actually Paid and Performance Measures
| (9) Former executive officer. |
Relationship Between Compensation Actually Paid and Performance Measures
| (10) Does not include Mr. Freedman as he is a former executive officer. |
Relationship Between Compensation Actually Paid and Performance Measures
| | 89 |
Relationship Between Compensation Actually Paid and Performance Measures
TRANSACTIONS WITH RELATED PERSONS