DEF 14A of American Homes 4 Rent, Mar 29, 2024

DEF 14A of American Homes 4 Rent

Filed Mar 29, 2024 · FY20230001562401-24-000039

Open on EDGAR

  1. Who We Are

    Who We Are Our Board currently consists of twelve members. Ten of the current trustees are considered “independent” and all members of our Audit Committee, Nominating and Corporate Governance Committee, and Human Capital and Compensation Committee are independent. Our Chairperson of the Board, Matthew J. Hart, is an independent trustee. Our Board believes its members collectively have the experience, qualifications, attributes, and skills to continue to effectively oversee the management of the company, including a high degree of personal and professional integrity, an ability to exercise sound business judgment on a broad range of issues, sufficient experience and background to appreciate the issues facing the company, a willingness to devote the necessary time to Board duties, a commitment to representing the best interest of the company and a dedication to enhancing shareholder value. The Board regularly monitors and evaluates its composition to ensure that it continues to support the success of our long-term strategy. The Board unanimously recommends a vote “FOR” each of the twelve nominees proposed by the Board.

  2. Who We Are

    | Nominee | Age | Principal Occupation | Trustee Since | Current Committees | | Matthew J. Hart * | 72 | Chairperson of the Board, AMH Retired President and Chief Operating Officer, Hilton Hotels Corporation | 2012 | | | David P. Singelyn | 62 | Chief Executive Officer, AMH | 2012 | | | Douglas N. Benham * | 67 | President and Chief Executive Officer, DNB Advisors, LLC | 2016 | •Nominating and Corporate Governance •Human Capital and Compensation (Chair) | | Jack Corrigan | 63 | Retired Chief Investment Officer, AMH | 2012 | | | David Goldberg * | 74 | Retired Executive Vice President, AMH Former Senior Vice President and General Counsel, Public Storage | 2019 | | | Tamara H. Gustavson * | 62 | Real Estate Investor Philanthropist | 2016 | | | Michelle C. Kerrick * | 61 | Former West Region Market Leader and Managing Partner, Deloitte & Touche LLP | 2020 | • Audit (Chair) | | James H. Kropp * | 75 | Retired Chief Investment Officer, SLKW Investments LLC and Microproperties LLC | 2012 | •Audit • Nominating and Corporate Governance | | Lynn C. Swann * | 72 | Director for Apollo Global Management, Inc. and Xylem Inc. | 2020 | • Audit • Nominating and Corporate Governance | | Winifred M. Webb * | 66 | Founder, Kestrel Advisors Former Senior Executive, Ticketmaster, and The Walt Disney Company | 2019 | •Human Capital and Compensation •Nominating and Corporate Governance | | Jay Willoughby * | 65 | Chief Investment Officer, TIFF Investment Management | 2019 | •Audit •Human Capital and Compensation | | Matthew R. Zaist * | 49 | Chief Executive Officer, The New Home Company | 2020 | •Nominating and Corporate Governance (Chair) •Human Capital and Compensation |

  3. Who We Are

    *Denotes “independent” member of the Board. Biographical Information About Our Trustee Nominees Set forth below is biographical information for each of the trustee nominees, including a list of the specific qualifications that were considered for membership on our Board. Each nominee has consented to be named in this proxy statement and to serve if elected.

  4. Who We Are

    | Matthew J. Hart Age: 72 Trustee since: 2012 (Chairperson since 2023) Independent | Chairperson of the Board, AMH Retired President and Chief Operating Officer, Hilton Hotels Corporation | | | | Mr. Hart brings to our Board deep management, operational, executive compensation, corporate governance, and real estate industry experience from his executive roles at a number of publicly traded real estate and consumer companies. His experience, qualifications, attributes, and skills qualify him to serve as Chairperson of the Board. | | | | Background •Hilton Hotels Corporation, President and Chief Operating Officer, Executive Vice President, Chief Financial Officer •Walt Disney Company (NYSE: DIS), Senior Vice President and Treasurer •Host Marriott Corp., Executive Vice President and Chief Financial Officer •Marriott Corporation, Senior Vice President and Treasurer •Bankers Trust Company, Vice President, Corporate Lending Public Directorships •American Airlines (NASDAQ: AAL) (since 2013) •Air Lease Corp. (NYSE: AL) (since 2010) | Education •B.A. in Economics and Sociology, Vanderbilt University •M.B.A. in Finance and Marketing, Columbia University Qualification Highlights: •Executive Leadership •REIT •Real Estate Experience •Treasury/Capital Allocation •Finance/Accounting/Auditing •Human Capital Management •Corporate Governance •Risk Assessment & Management •Investor Relations •Public Company Board •Public Company Senior Management Experience •Audit Committee •Cybersecurity •Capital Markets |

  5. Who We Are

    | David P. Singelyn Age: 62 Trustee since: 2012 | Chief Executive Officer, AMH | | | | Mr. Singelyn has more than three decades of experience leading residential and commercial real estate firms, including serving as the co-founder and chief executive officer of AMH. Under his leadership, the company has grown into a leading provider of single-family rentals with nearly 60,000 homes. His experience, qualifications, attributes, and skills qualify him to serve as a member of our Board. | | | | Background •AMH, Chief Executive Officer (since 2012) •American Homes 4 Rent Advisor, LLC (our former manager), Co-Founder and Chief Executive Officer •Public Storage Canada, Chairperson and President •American Commercial Equities, President •Public Storage (NYSE: PSA), Senior Vice President and Treasurer •Arthur Young & Company (Audit and Computer Audit functions) •Certified Public Accountant (inactive) | Education •B.S. in Accounting, California State Polytechnic University •B.S. in Computer Information Systems, California State Polytechnic University Qualification Highlights: •Executive Leadership •REIT •Real Estate Experience •Treasury/Capital Allocation •Finance/Accounting/Auditing •Corporate Governance •Human Capital Management •Risk Assessment & Management •Investor Relations •Technology •Philanthropic Activities •Capital Markets •Cybersecurity •Government Affairs / Regulatory •ESG •Public Company Board |

  6. Who We Are

    | Douglas N. Benham Age: 67 Trustee since: 2016 Independent Committees •Human Capital and Compensation (Chair) •Nominating and Corporate Governance | President and Chief Executive Officer, DNB Advisors, LLC | | | | Mr. Benham has extensive management, corporate governance, executive and employee compensation, and consumer products experience as a leader of restaurant businesses. His experience, qualifications, attributes, and skills qualify him to serve as chair of our Human Capital and Compensation Committee, a member of our Nominating and Corporate Governance Committee, and as a member of our Board. | | | | Background •DNB Advisors, LLC, President and Chief Executive Officer (since 2006) •Bob Evans Farms, LLC, Executive Chair of the Board •Arby’s Restaurant Group, Inc., President and Chief Executive Officer •RTM Restaurant Group, Inc., Chief Financial Officer | Education •B.A. in Accounting, University of West Florida Qualification Highlights: •Executive Leadership •REIT •Real Estate Experience •Treasury/Capital Allocation •Finance/Accounting/Auditing •Human Capital Management •Corporate Governance •ESG •Risk Assessment & Management •Investor Relations •Public Company Board •Public Company Senior Management Experience •Audit Committee •Capital Markets •Philanthropic Activities |

  7. Who We Are

    | Jack Corrigan Age: 63 Trustee since: 2012 | Retired Chief Investment Officer, AMH | | | | Mr. Corrigan has deep expertise in the residential and commercial real estate sectors, managing large-scale property portfolios, and he was the architect of our AMH Development homebuilding arm. His experience, qualifications, attributes, and skills qualify him to serve as a member of our Board. | | | | Background •AMH, Chief Investment Officer (2012-2022), Chief Operating Officer (2012-2019) •American Homes 4 Rent Advisor, LLC (our former manager), Chief Operating Officer •A&H Property and Investments, Chief Executive Officer •PS Business Parks Inc. (NYSE: PSB), Chief Financial Officer •LaRue, Corrigan & McCormick, Partner •Storage Equities, Inc., Controller •Arthur Young & Company | Education •B.S. in Accounting, Loyola Marymount University Qualification Highlights: •Executive Leadership •REIT •Real Estate Experience •Treasury/Capital Allocation •Finance/Accounting/Auditing •Risk Assessment & Management •Investor Relations •Public Company Senior Management Experience •Capital Markets |

  8. Who We Are

    | David Goldberg Age: 74 Trustee since: 2019 Independent | Retired Executive Vice President, AMH Former Senior Vice President and General Counsel, Public Storage | | | | Mr. Goldberg brings to our Board expertise in management and legal matters including corporate governance, securities, capital markets, and risk management for public and private real estate companies. His experience, qualifications, attributes, and skills qualify him to serve as a member of our Board. | | | | Background •AMH, Executive Vice President (2012-2019) •American Commercial Equities, Manager •Public Storage (NYSE: PSA), Senior Vice President and General Counsel •Law Firm of Sachs & Phelps, Partner •Law Firm of Agnew, Miller & Carlson, Associate and Partner •Law Firm of Hufstedler, Miller, Carlson & Beardsley, Partner | Education •A.B. in History and Social Studies, Boston University •J.D., University of California, Berkeley Qualification Highlights: •Executive Leadership •REIT •Real Estate Experience •Corporate Governance •Risk Assessment & Management •Legal Experience •Public Company Senior Management Experience •Government Affairs / Regulatory •Philanthropic Activities |

  9. Who We Are

    | Tamara H. Gustavson Age: 62 Trustee since: 2016 Independent | Real Estate Investor Philanthropist | | | | Ms. Gustavson brings to our Board expertise in management, public relations, corporate governance, and industry experience from her leadership roles at publicly traded real estate companies as both an executive and board member. Her experience, qualifications, attributes, and skills qualify her to serve as a member of our Board. | | | | Background •American Commercial Equities, Member (since 2005) •Public Storage (NYSE: PSA), Senior Vice President-Administration Public Directorships •Public Storage (NYSE: PSA) (since 2008) | Education •B.S. in Public Affairs, University of Southern California Qualification Highlights: •Executive Leadership •REIT •Real Estate Experience •Human Capital Management •Corporate Governance •Public Company Board •Public Company Senior Management Experience •Philanthropic Activities |

  10. Who We Are

    | Michelle C. Kerrick Age: 61 Trustee since: 2020 Independent Committees •Audit (Chair) | Former West Region Market Leader and Managing Partner Deloitte & Touche LLP | | | | Ms. Kerrick has deep expertise in finance and accounting, risk management, and corporate governance developed over a 35-year career with a leading public accounting firm. She also brings corporate governance expertise from her service at two other publicly traded companies. Ms. Kerrick qualifies as an audit committee financial expert under SEC rules. Her experience, qualifications, attributes, and skills qualify her to serve as chair of our Audit Committee and as a member of our Board. | | | | Background •Deloitte & Touche LLP, West Region Market Leader (2019 and 2020), Managing Partner – Los Angeles (2010-2020), other positions (1985-2010) Public Directorships •The Beauty Health Company (NASDAQ: SKIN) (since 2021) •LDH Growth Corp I (NASDAQ: LDHA) (since 2021) | Education •B.S. in Accountancy, Northern Arizona University Qualification Highlights: •Executive Leadership •REIT •Real Estate Experience •Finance/Accounting/Auditing •Human Capital Management •Corporate Governance •Risk Assessment & Management •Technology •Public Company Board •Audit Committee |

  11. Who We Are

    | James H. Kropp Age: 75 Trustee since: 2012 Independent Committees •Audit •Nominating and Corporate Governance | Retired Chief Investment Officer SLKW Investments, LLC and Microproperties LLC | | | | Mr. Kropp is a seasoned executive, public company director and accounting expert who brings significant real estate industry, capital allocation, and risk management expertise to our Board. He also qualifies as an audit committee financial expert under SEC rules. His experience, qualifications, attributes, and skills qualify him to serve as a member of our Audit and Nominating and Corporate Governance Committees and as a member of our Board. | | | | Background •SLKW Investments, LLC, Chief Investment Officer (2009-2019) •U.S. Restaurant Properties (Microproperties LLC), Chief Financial Officer •Arthur Young & Company, Licensed as a Certified Public Accountant (1973-1979) Public Directorships •FS KKR Capital Trust (NYSE: FSK) (since 2018) •KKR RE Select Trust (NASDAQ: KRSTX) (since 2021) •Former Lead Independent Director PS Business Parks Inc. (formerly NYSE: PSB) (retired in April 2021) | Education •B.B.A. in Finance, St. Francis College Qualification Highlights: •Executive Leadership •REIT •Real Estate Experience •Treasury/Capital Allocation •Debt and Equity Capital Markets •Finance/Accounting/Auditing •Risk Assessment & Management •Investor Relations •Corporate Governance •Public Company Board •Public Company Senior Management Experience •Audit Committee •Capital Markets •Cybersecurity |

  12. Who We Are

    | Lynn C. Swann Age: 72 Trustee since: 2020 Independent Committees •Audit •Nominating and Corporate Governance | Director for Apollo Global Management, Inc. and Xylem Inc. | | | | Mr. Swann is an experienced public company director of both a leading asset manager and a water technology company, which allow him to contribute valuable perspectives on corporate governance, risk management, technology, and ESG matters. His experience, qualifications, attributes, and skills qualify him to serve as a member of our Audit and Nominating and Corporate Governance Committees and as a member of our Board. | | | | Background •Swann, Inc., President (since 1976) Public Directorships •Apollo Global Management, Inc. (NYSE: APO) (since 2022) •Xylem Inc. (NYSE: XYL) (since 2023) | Education •B.A. in Public Relations, University of Southern California Qualification Highlights: •Executive Leadership •Real Estate Experience •Treasury/Capital Allocation •Human Capital Management •Corporate Governance •ESG •Public Company Board •Public Company Senior Management Experience •Audit Committee •Government Affairs/Regulatory •Philanthropic Activities |

  13. Who We Are

    | Winifred M. Webb Age: 66 Trustee since: 2019 Independent Committees •Human Capital and Compensation •Nominating and Corporate Governance | Founder, Kestrel Advisors Former Senior Executive, Ticketmaster, and The Walt Disney Company | | | | Ms. Webb brings more than three decades of experience as a seasoned executive of several of the largest entertainment companies in the country and a director of public companies with significant real estate interests. Her executive leadership experience encompasses expertise in human capital management, ESG, and investor relations. Her experience, qualifications, attributes, and skills qualify her to serve as a member of our Human Capital and Compensation and Nominating and Corporate Governance Committees and as a member of our Board. | | | | Background •Kestrel Advisors, Founder (since 2013) •Tennenbaum Capital Partners, Managing Director •Ticketmaster Entertainment, Corporate Senior Vice President, Chief Communications & Investor Relations Officer •The Walt Disney Company, Corporate Senior Vice President of Investor Relations & Shareholder Services, Executive Director for The Walt Disney Company Foundation Public Directorships •AppFolio (NASDAQ: APPF) (since 2019) •Wynn Resorts (NASDAQ: WYNN) (since 2018) •ABM Industries (NYSE: ABM) (since 2014) | Education •B.A., Smith College (with honors) •M.B.A., Harvard University Qualification Highlights: •Executive Leadership •Real Estate Experience •Finance/Accounting/Auditing •Corporate Governance •ESG •Risk Assessment & Management •Investor Relations •Technology •Public Company Board •Public Company Senior Management Experience •Audit Committee •Capital Markets •Treasury/Capital Allocation •Cybersecurity •Philanthropic Activities |

  14. Who We Are

    | Jay Willoughby Age: 65 Trustee since: 2019 Independent Committees •Audit •Human Capital and Compensation | Chief Investment Officer, TIFF Investment Management | | | | Mr. Willoughby is an accomplished investment manager and brings deep executive, finance, risk management, capital allocation, and ESG experience to our Board. His experience, qualifications, attributes, and skills qualify him to serve as a member of our Audit and Human Capital and Compensation Committees and as a member of our Board. | | | | Background •TIFF Investment Management, Chief Investment Officer (since 2015) •The Alaska Permanent Fund, Chief Investment Officer •Ironbound Capital Management, Co-Managing Partner •MLIM Equity Funds, Chief Investment Officer, Head of Research •Merrill Lynch Real Estate Fund, Senior Portfolio Manager | Education •B.A., Pomona College •M.B.A. in Finance, Columbia University Qualification Highlights: •Executive Leadership •REIT •Treasury/Capital Allocation •Finance/Accounting/Auditing •Corporate Governance •ESG •Risk Assessment & Management •Investor Relations •Public Company Senior Management Experience •Audit Committee •Financial Literacy •Capital Markets |

  15. Who We Are

    | Matthew R. Zaist Age: 49 Trustee since: 2020 Independent Committees •Nominating and Corporate Governance (Chair) •Human Capital and Compensation | Chief Executive Officer, The New Home Company | | | | Mr. Zaist is a seasoned chief executive of home builders with hands-on expertise in a critical part of our business. His responsibilities at the companies he has led have included oversight of financial statements, risk management, and executive compensation matters. His experience, qualifications, attributes, and skills qualify him to serve as chair of our Nominating and Corporate Governance Committee, a member of our Human Capital and Compensation Committee, and as a member of our Board. | | | | Background •The New Home Company, Chief Executive Officer (2021-Present) •William Lyon Homes (formerly NYSE: WLH), President and Chief Executive Officer and member of the Board (2016-2020), President and Chief Operating Officer Public Directorships •Former director of William Lyon Homes (formerly NYSE: WLH) (2016-2020) | Education •B.S., Rensselaer Polytechnic Institute Qualification Highlights: •Executive Leadership •Real Estate Experience •Treasury/Capital Allocation •Human Capital Management •Corporate Governance •Risk Assessment & Management •Investor Relations •Capital Markets •Finance/Accounting/Auditing •Public Company Board •Public Company Senior Management Experience •Audit Committee •ESG •Technology |

  16. Who We Are

    Governance Framework

  17. How We Are Paid

    | Name | Paid in Cash ($) | Stock Awards ($) (1)(2) | Total ($) | | Matthew J. Hart | $111,250 | $150,000 | $261,250 | | Douglas N. Benham | $99,750 | $150,000 | $249,750 | | Jack Corrigan | $77,500 | $150,000 | $227,500 | | David Goldberg | $77,500 | $150,000 | $227,500 | | Tamara H. Gustavson | $77,500 | $150,000 | $227,500 | | Michelle C. Kerrick | $98,750 | $150,000 | $248,750 | | James H. Kropp | $96,375 | $150,000 | $246,375 | | Lynn C. Swann | $92,625 | $150,000 | $242,625 | | Winifred M. Webb | $89,500 | $150,000 | $239,500 | | Jay Willoughby | $92,625 | $150,000 | $242,625 | | Matthew R. Zaist | $97,250 | $150,000 | $247,250 |

  18. Compensation Philosophy, Objectives and Governance

    | | What We Do | | What We Don’t Do | | ✓ | DO require “double trigger” change in control benefits | ✘ | NO “single-trigger” change in control cash or equity payments | | ✓ | DO seek to align pay and performance with a balanced mix of company and individual performance criteria tied to operational and strategic objectives (including sustainability and human capital management objectives) established at the beginning of the performance period by the Committee | ✘ | NO compensation or incentives that encourage risk-taking reasonably likely to have a material adverse effect on the company | | ✓ | DO award a significant percentage of NEO total compensation in the form of equity which includes awards subject to multi-year, performance-based vesting based on relative TSR goals and absolute Core FFO per share growth goals set based on historical peer group performance | ✘ | NO tax gross-ups for any executive officers | | ✓ | DO have robust NEO share ownership guidelines, including 6x base salary for CEO, and a requirement that each NEO establish an initial ownership position in company shares within one year of joining the company | ✘ | NO re-pricing or buyouts of underwater stock options | | ✓ | DO have a mandatory compensation clawback policy for executive compensation covering both cash and equity incentives | ✘ | NO hedging or future pledging transactions by employees or trustees involving our securities | | ✓ | DO annually review a compensation risk assessment with the Committee | ✘ | NO guarantees of cash incentive compensation or of equity grants | | ✓ | DO provide caps within annual and long-term incentive plan awards | ✘ | NO long-term employment contracts with executive officers | | ✓ | DO engage an independent compensation consultant to advise the Committee | ✘ | NO excessive perquisites | | ✓ | DO utilize a sustainability goal as one of the incentive compensation criteria | | |

  19. Performance-based Incentive Bonuses—2023 Performance Metrics and Targets

    Performance-based Incentive Bonuses—2023 Performance Metrics and Targets The 2023 incentive plan targets established by the Committee in the first quarter of 2023 were:

  20. Performance-based Incentive Bonuses—2023 Performance Metrics and Targets

    | NEO | Title | Target % of base salary | | David P. Singelyn | Chief Executive Officer | 200% | | Bryan Smith | Chief Operating Officer | 150% | | Christopher C. Lau | Chief Financial Officer and Senior Executive Vice President | 150% | | Sara H. Vogt-Lowell | Chief Legal Officer | 125% |

  21. Performance-based Incentive Bonuses—2023 Performance Metrics and Targets

    2023 performance-based incentive bonuses (the “Annual Incentive Plan” or “AIP”) were based 70% on a corporate metric and 30% on individual goals that were established for each NEO by the Committee in the first quarter of 2023. •Corporate Metric: In the first quarter of 2023, the Committee set the corporate metric as growth in Core FFO. The Committee selected Core FFO as the corporate metric because it is a commonly used measure of real estate investment trust (“REIT”) performance by investors and it is a metric used for compensation purposes by the majority of our peer group. •Individual Goals: The 2023 individual goals set for the NEOs are described below under “2023 Performance-based Cash Incentive Awards.”

  22. 2023 Performance-based Cash Incentive Awards

    2023 Performance-based Cash Incentive Awards

  23. Corporate metric achievement

    | Core FFO per share (70% weighting) | | | | | Performance Achievement | Performance (% Target) | AIP Payout (% Target) | Performance ** | | Maximum | 115% | 200% | $1.8688 | | Target | 100% | 100% | $1.6250 | | Threshold | 85% | 0% | $1.3813 | | Actual | 102.3% | 115.3% | $1.6622 | | **Core FFO per share | | | |

  24. Individual goal achievement (30% weighting)

    Individual goal achievement (30% weighting) In addition to the achievement of the corporate metric, each NEO was also assessed on four individual goals related to: driving results for the company, sustainability, developing a succession plan for his or her function, and personal development. In the first quarter of 2023, the Committee determined Mr. Singelyn’s 2023 goals would be (i) to advance the strategic plan of the company in collaboration with the Board, (ii) to lead employee engagement to exceed industry benchmarks, (iii) to strategically manage employee turnover, (iv) to prepare for management succession planning and to develop a deep bench of executive talent, and (v) to enhance employee engagement programs. In February 2024, the Committee reviewed Mr. Singelyn’s achievement of these goals and determined that he had earned 99.0% of his target for the individual goal portion of his 2023 performance-based cash incentive award. The Committee considered the following in making its determination: •Mr. Singelyn’s effective communication and partnership with the Board to address dynamic market conditions and navigating business risks. •Mr. Singelyn’s achievement of employee engagement survey results that consistently outperform industry benchmarks; •Mr. Singelyn's personal leadership of employee engagement events throughout the year; and •Mr. Singelyn's leadership in succession planning at all levels of management and initiatives to identify and develop future leaders. The Committee followed a similar process of establishing individual goals and assessing results for our other NEOs. The Committee determined that Mr. Smith achieved 99.7% of his goals and Mr. Lau and Ms. Vogt-Lowell each achieved 100% of their goals for the individual goal component of their respective 2023 performance-based cash incentive awards. The following table details the performance-based cash incentive award achieved for each NEO, as determined by the Committee:

  25. 2023 Equity Awards

    2023 Equity Awards The Committee believes equity awards help align management and shareholder interests by increasing the percentage of total compensation that consists of equity, supporting long-term value creation and promoting the retention and stability of our executive management team. In the first quarter of 2023, the Committee granted the NEOs a mix of PSUs and time-based RSUs which vest ratably in equal annual installments over three years. 60% of grants are comprised of PSUs and the remaining 40% of grants are comprised of RSUs. The PSUs have a three-year performance period tied to the achievement of both relative TSR (50%) and absolute Core FFO per share growth goals (50%), which were set in the first quarter of 2023 based on an assessment of historical Core FFO growth rates of companies in our peer group over a three-year period. Payouts on PSUs at achievement of threshold goals will be 50% of target and maximum achievement will be 200% of target. PSU payouts are linearly interpolated for performance between the threshold, target, and maximum performance goals. The company’s TSR performance will be compared to a group of 30 publicly-traded REITs and other residential real estate companies selected by the Committee based on their enterprise values relative to the company's.

  26. 2023 Equity Awards

    | PSU Payout Level | Relative TSR Performance (50% weighting) | Core FFO Growth Achieved (50% weighting) | | 200% | 75th Percentile | Maximum achievement against absolute Core FFO growth goal based on historical peer group performance | | 100% | 50th Percentile | Target achievement against absolute Core FFO growth goal based on historical peer group performance | | 50% | 25th Percentile | Threshold achievement against absolute Core FFO growth goal based on historical peer group performance |

  27. 2023 Equity Awards

    The 2023 Relative TSR peer group is comprised of Apartment Income REIT Corp., AvalonBay Communities, Inc., Boston Properties, Inc., Brixmor Property Group Inc., Camden Property Trust, Douglas Emmett, Inc., EastGroup Properties, Inc., Equity Lifestyle Properties, Inc., Equity Residential, Essex Property Trust, Inc., Extra Space Storage Inc., Federal Realty Investment Trust, Healthpeak Properties, Inc., Host Hotels & Resorts, Inc., Independence Realty Trust, Inc., Invitation Homes Inc., Kilroy Realty Corporation, Kimco Realty Corporation, Medical Properties Trust, Inc., Mid-America Apartment Communities, National Storage Affiliates Trust, NexPoint Residential Trust, Inc., Park Hotels & Resorts, Inc., Regency Centers Corporation, STORE Capital Corporation, Sun Communities, Inc., Tricon Residential Inc., UDR, Inc., Ventas, Inc., and W. P. Carey Inc. The Committee awarded the following grants of RSUs and PSUs to the NEOs in February 2023:

  28. 2023 Equity Awards

    | 2023 | David P. Singelyn | Bryan Smith | Christopher C. Lau | Sara H. Vogt-Lowell | | RSUs | 58,022 | 21,724 | 21,724 | 11,605 | | PSUs | 87,033 | 32,585 | 32,585 | 17,407 |

  29. 2023 Equity Awards

    The Committee considered Mr. Singelyn’s recommendations in determining the grants to Messrs. Smith and Lau and Ms. Vogt-Lowell.

  30. Performance of 2021-2023 PSUs

    Performance of 2021-2023 PSUs The PSUs granted in 2021 (the "2021 PSUs") had the same design with pre-established, objective adjustments at the end of the performance period based on Relative TSR performance and Core FFO growth as described above for the PSUs granted in 2023. For the 2021 PSUs, the company achieved Relative TSR Performance at the 68th percentile of the applicable peer group, resulting in a payout of 172.0% for the Relative TSR component. The company also achieved annual Core FFO growth of 17.4%, 13.0% and 7.9%, respectively, for each year of the performance period, resulting in an annual award of 200.0%, 200.0% and 172.0%, respectively, and overall award and payout of 190.7% for the Core FFO growth component. The aggregate payout is 181.3% of target for the 2021 PSUs, as certified by the Committee in February 2024.

  31. Performance of 2021-2023 PSUs

    | Three-Year Relative TSR Achievement (50% Weighting) | | | Three-Year Core FFO Achievement (50% Weighting) | | | Relative TSR Percentile | Peer Group TSR | Relative TSR Payout % | Annual Core FFO Growth | Core FFO Payout % | | 75th Percentile | 36.9% | 200% | 9.0% | 200% | | 50th Percentile | 17.6% | 100% | 5.0% | 100% | | 25th Percentile | 5.2% | 50% | 1.0% | 50% | | 2021-2023 Actual TSR Percentile | 2021-2023 Actual TSR | Relative TSR Payout Achieved | 2021-2023 Actual Core FFO Growth | Core FFO Payout Achieved | | 68th Percentile | 26.9% | 172.0% | 17.4%, 13.0% and 7.9% | 190.7% |

  32. Performance of 2021-2023 PSUs

    Based on the Relative TSR achievement and Core FFO achievement described above, the overall PSU payout adjustment was 181.3% of the original award for each of the NEOs, as set forth in the following table.

  33. Performance of 2021-2023 PSUs

    | 2021 PSU Payouts | Target Payout (100%) (# of Shares) | Actual Payout (181.3%) (# of Shares) | | David P. Singelyn | 34,121 | 61,880 | | Bryan Smith | 14,965 | 27,141 | | Christopher C. Lau | 14,965 | 27,141 | | Sara H. Vogt-Lowell | 9,312 | 16,888 |

  34. 2024 Compensation Outlook

    2024 Compensation Outlook In December 2023, the Committee, in consultation with its independent compensation consultant Semler Brossy, and taking into consideration the competitiveness of the company’s executive pay practices, approved the 2024 compensation program. The Committee considered Mr. Singelyn’s recommendations in determining the base salaries, performance-based cash incentive award targets and equity grant amounts to Messrs. Smith and Lau and Ms. Vogt-Lowell. Base salaries: The Committee reviewed base salaries for 2024 and considered, among other things, a market analysis performed by Semler Brossy and, with respect to the executives that report to him, the recommendations of Mr. Singelyn. The base salaries for 2024 are set forth below. Mr. Singelyn received a base salary increase of 3.1%, Mr. Lau received a base salary increase of 4%, and Ms. Vogt-Lowell received a base salary increase of 5%. Mr. Smith initially received a base salary increase of 4% effective January 1, 2024, but his base salary was further adjusted effective February 21, 2024 in connection with the succession planning adjustments described below. In approving these salaries, the Committee considered the strong performance of each NEO in recent years, each NEO’s contributions to the company’s strategic plan, the relative pay of each NEO compared to similar roles at competitors and peer companies and the intense competition for top talent in the real estate industry generally and in the single-family home rental sector in particular. Performance-based cash incentive award: As in 2023, the 2024 performance-based cash incentive award for NEOs will depend 70% on the achievement of Core FFO goals and 30% on the achievement of leadership goals that will be tailored to individual roles, but generally include objectives related to business strategy, sustainability, team development, and personal development. The 2024 target award level as a percentage of base salary was unchanged from 2023 for each of the NEOs other than Mr. Smith and are set forth below. Mr. Smith's target award was initially unchanged, but was revised in connection with the succession planning adjustments described below. Long-term performance and time-based equity incentives: The 2024 equity awards consist of a mix of PSUs and time-based RSUs, with 60% of Mr. Singelyn’s and the other NEOs grants being PSUs. This is the same mix as in 2023. The PSU design is unchanged from 2023. The PSUs have a three-year performance period tied to the achievement of both relative TSR (50%) and Core FFO growth goals (50%), which were set in the first quarter of 2024 based on the Core FFO performance of the company’s peer group over a three-year period. Payouts on PSUs at achievement of threshold goals will be 50% of target and maximum achievement will be 200% of target. The time-based RSUs will vest ratably over three years. The Committee awarded PSUs and RSUs as set forth below. Succession planning adjustments: In February 2024, Mr. Singelyn announced his intent to retire effective December 31, 2024, and the Board named Mr. Smith as our next Chief Executive Officer effective January 1, 2025. In connection with Mr. Smith's appointment as our next CEO, his base salary was adjusted to $750,000 and his annual cash incentive target was increased to 175% of his base salary. In addition, Mr. Lau was appointed to the elevated role of Chief Financial Officer and Senior Executive Vice President, effective February 21, 2024, and received a grant of 143,968 RSUs which cliff vest five years from the date of grant. Finally, Mr. Singelyn entered into a Retirement and Award Agreement on February 21, 2024 in connection with his retirement and to ensure a smooth CEO transition. Mr. Singelyn agreed to serve as CEO until December 31, 2024 and as an advisor to the company through June 30, 2025, and received a grant of 46,070 RSUs which cliff vest on June 30, 2025.

  35. 2024 Compensation Outlook

    | 2024 NEO Compensation | David P. Singelyn | Bryan Smith | Christopher C. Lau | Sara H. Vogt- Lowell | | Base Salary | $825,000 | $750,000 | $649,000 | $525,000 | | Annual Cash Incentive Target | 200% | 175% | 150% | 125% | | Annual RSU Grant | 61,747 | 23,031 | 23,031 | 11,645 | | Annual PSU Grant | 92,620 | 34,547 | 34,547 | 17,467 | | Succession Planning RSU Grant | 46,070 | - | 143,968 | - |

  36. Role of Compensation Consultant

    Role of Compensation Consultant Semler Brossy serves as the Committee’s independent, third-party compensation consultant. The Committee considered Semler Brossy’s advice on a range of compensation matters, including its consideration of potential enhancements to the 2023 compensation program, benchmarking analysis of peer compensation practices and its recommendations for the 2024 compensation program, in each case as discussed in more detail throughout this CD&A. Semler Brossy reports directly to the Committee and does not provide services to the company’s management that are not under the Committee’s purview. Since its engagement a representative of Semler Brossy has attended meetings of the Committee and will continue to do so upon request. The Committee annually considers all factors relevant to Semler Brossy’s independence, as required by the Committee’s charter. Based on this review, the Committee determined that Semler Brossy is independent and free of conflicts of interest.

  37. Benchmarking Peer Group

    Benchmarking Peer Group The Committee monitors the effectiveness of our executive compensation programs at least annually. For the compensation programs to be effective, the Committee believes that the compensation practices of other public real estate companies with which we compete for talent is one tool in assessing and determining pay for our executive officers. Semler Brossy assists the Committee with these analyses. The Committee uses benchmarking for informational purposes only. The median (50th percentile) serves as a reference point and indicator of competitive market trends and the Committee uses it as the starting point when setting our executive compensation, but the Committee also considers a number of other factors, including skills, experience, performance and future potential of each executive. The company’s peer group for 2023 compensation decisions is set forth in the following table. The peer group was based on similarities in industry sector, size (capitalization and assets) and underlying business fundamentals. In 2022, the Committee, based on the recommendation of Semler Brossy, revised the companies in the peer group to better reflect similarly sized REITs, adding AvalonBay Communities, Inc. and removing American Campus Communities, Inc. and Federal Realty.

  38. Benchmarking Peer Group

    | Name | Property Focus | | AvalonBay Communities, Inc. | Multi-family | | Brixmor Property Group, Inc | Open-air shopping centers | | Camden Property Trust | Multi-family | | Douglas Emmett, Inc. | Class-A office Buildings and Apartment | | Duke Realty | Industrial Properties | | Essex Property Trust, Inc. | Multi-family | | Extra Space Storage, Inc. | Self-Storage Properties | | Host Hotels & Resorts, Inc. | Hotels | | Hudson Pacific Properties, Inc. | Creative Office and Studio Properties | | Invitation Homes | Single-family rental | | Kilroy Realty Corporation | Premier Office Submarkets | | Kimco Realty Corporation | Open-air shopping centers | | MGM Growth Properties LLC | Large-Scale Destination Entertainment and Leisure Resorts | | Mid-America Apartment Communities, Inc. | Multi-family | | Park Hotels & Resorts, Inc. | Hotel Properties | | Regency Centers Corporation | Open-air shopping centers | | Sun Communities, Inc. | Manufactured Home and RV Communities | | UDR, Inc. | Multi-family |

  39. Equity Grant Practices

    Equity Grant Practices Equity grants to all of our executive officers, including the NEOs, must be approved by the Committee, which consists entirely of independent trustees. Grants occur only at meetings or upon written actions of the Board or the Committee and are made effective as of the date of the meeting or written action or a future date if appropriate, such as in the case of a new hire. The Committee has delegated limited authority to Mr. Singelyn to approve equity awards to employees who are not executive officers. Equity awards are not timed in coordination with the release of material non-public information. Awards are also subject to the terms of the 2021 Equity Incentive Plan. All awards of RSUs granted to date to employees under the 2021 Equity Incentive Plan vest over several years. In general, the Committee considers equity awards for executive officers in connection with their annual performance review. In determining equity awards, our Committee considers, among other factors, input from other Board members and the independent compensation consultant, the company’s overall financial performance, operational achievements, including acquisitions and the recommendations of our Chief Executive Officer for the NEOs reporting to him.

  40. Summary Compensation Table

    Summary Compensation Table The following table provides compensation information for our NEOs, including our Chief Executive Officer, Chief Financial Officer and the three other most highly compensated executive officers who were employed on December 31, 2023.

  41. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (2) | Total ($) | | David P. Singelyn Chief Executive Officer | 2023 | 800,000 | – | – | 5,497,900 | 1,766,560 | 13,275 | 8,077,735 | | | 2022 | 800,000 | – | – | 4,303,200 | 1,367,200 | 12,200 | 6,482,600 | | | 2021 | 700,000 | – | – | 1,872,600 | 1,994,860 | 24,600 | 4,592,060 | | Bryan Smith Chief Operating Officer | 2023 | 624,000 | – | – | 2,058,400 | 1,035,347 | 13,293 | 3,731,040 | | | 2022 | 600,000 | – | – | 1,936,400 | 796,050 | 12,200 | 3,344,650 | | | 2021 | 475,000 | – | – | 1,196,300 | 846,034 | 18,100 | 2,535,434 | | Christopher C. Lau Chief Financial Officer and Senior EVP | 2023 | 624,000 | – | – | 2,058,400 | 1,036,246 | 13,276 | 3,731,922 | | | 2022 | 600,000 | – | – | 1,936,400 | 796,050 | 12,200 | 3,344,650 | | | 2021 | 475,000 | – | – | 1,196,300 | 846,034 | 11,600 | 2,528,934 | | Sara H. Vogt-Lowell Chief Legal Officer | 2023 | 500,000 | – | – | 1,099,600 | 691,938 | 13,268 | 2,304,806 | | | 2022 | 475,000 | – | – | 1,022,000 | 516,266 | 12,200 | 2,025,466 | | | 2021 | 425,000 | – | – | 744,400 | 756,978 | 11,600 | 1,937,978 |

  42. Summary Compensation Table

    (1)RSU awards and PSU awards are valued at the grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. RSU awards are valued based on the closing share price on the NYSE of $34.47, $38.99 and $30.07 per share for Class A common shares on the date of grant for 2023, 2022 and 2021 grants, respectively. The payout of the PSU awards will be between 0% and 200% of target based on the achievement of both Core FFO growth goals and TSR relative to a group of peer companies. The portion of PSU awards linked to Core FFO growth goals (50%) was valued at $34.47, $38.99 and $30.07 per PSU award based on the closing share price on the NYSE on the grant date and assuming target level of performance for 2023, 2022 and 2021 grants, respectively. The portion of PSU awards linked to relative TSR (50%) was valued at $45.91, $48.84 and $39.60 per PSU award based on a multifactor Monte Carlo model for the performance period of January 1, 2023 to December 31, 2025, January 1, 2022 to December 31, 2024 and January 1, 2021 to December 31, 2023 using a valuation date share price of $34.47, $38.99 and $30.07 for 2023, 2022 and 2021 grants, respectively. Volatility and risk-free rate assumptions used in the multifactor Monte Carlo model are based on term structure and are disclosed in our Annual Report on Form 10-K. The following represents the aggregate grant date fair value for RSU awards and PSU awards granted in 2023 as well as the value of PSU awards at maximum vesting on the grant date.

  43. Summary Compensation Table

    | | 2023 RSU Awards ($) | 2023 PSU Awards ($) | Total of RSUs and PSUs ($) | 2023 PSU Awards Maximum ($) | | David P. Singelyn | 2,000,000 | 3,497,900 | 5,497,900 | 6,000,000 | | Bryan Smith | 748,800 | 1,309,600 | 2,058,400 | 2,246,400 | | Christopher C. Lau | 748,800 | 1,309,600 | 2,058,400 | 2,246,400 | | Sara H. Vogt-Lowell | 400,000 | 699,600 | 1,099,600 | 1,200,000 |

  44. Summary Compensation Table

    (2) All Other Compensation consists of (i) car allowance payments of $13,000 in 2021 for Mr. Singelyn and $6,500 in 2021 for Mr. Smith, (ii) 401(k) plan contributions by the company of $13,200 to each named executive officer for 2023, $12,200 for 2022 and $11,600 for 2021, and (iii) imputed income related to the vesting of stock awards of $75, $93, $76 and $68 in 2023 for Mr Singelyn, Mr. Smith, Mr. Lau and Ms. Vogt-Lowell, respectively.

  45. Grants of Plan Based Awards

    Grants of Plan Based Awards The following table sets forth certain information relating to grants of plan based awards to the NEOs during the fiscal year ended December 31, 2023.

  46. Grants of Plan Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) (2) | | Name | Grant Date | Threshold ($) (1) | Target ($) (1) | Maximum ($) (1) | Threshold ($) (1) | Target ($) (1) | Maximum ($) (1) | | | | David P. Singelyn | | | | | | | | | | | RSU Award | 2/7/2023 | – | – | – | – | – | – | 58,022 | 2,000,000 | | PSU Award | 2/7/2023 | – | – | – | 1,500,000 | 3,000,000 | 6,000,000 | 87,033 | 3,497,900 | | Annual Incentive | – | – | 1,600,000 | 2,720,000 | – | – | – | – | – | | Bryan Smith | | | | | | | | | | | RSU Award | 2/7/2023 | – | – | – | – | – | – | 21,724 | 748,800 | | PSU Award | 2/7/2023 | – | – | – | 561,600 | 1,123,200 | 2,246,400 | 32,585 | 1,309,600 | | Annual Incentive | – | – | 936,000 | 1,591,200 | – | – | – | – | – | | Christopher C. Lau | | | | | | | | | | | RSU Award | 2/7/2023 | – | – | – | – | – | – | 21,724 | 748,800 | | PSU Award | 2/7/2023 | – | – | – | 561,600 | 1,123,200 | 2,246,400 | 32,585 | 1,309,600 | | Annual Incentive | – | – | 936,000 | 1,591,200 | – | – | – | – | – | | Sara H. Vogt-Lowell | | | | | | | | | | | RSU Award | 2/7/2023 | – | – | – | – | – | – | 11,605 | 400,000 | | PSU Award | 2/7/2023 | – | – | – | 300,000 | 600,000 | 1,200,000 | 17,407 | 699,600 | | Annual Incentive | – | – | 625,000 | 1,062,500 | – | – | – | – | – |

  47. Grants of Plan Based Awards

    (1)The amounts shown in these columns represent the range of possible incentive payouts based upon achievement of performance targets. (2)Amounts reflect the fair value of RSUs and PSUs computed as of the grant date. For RSUs, the fair value is computed by multiplying the number of RSUs awarded by the fair market value of the company’s Class A common shares on the grant date. For PSUs, the fair value of the portion of awards linked to Core FFO growth goals is computed by multiplying the number of these PSU awards by the fair market value of the company's Class A common shares on the grant date while the fair value of the portion of awards linked to TSR relative to a group of peer companies is computed by multiplying the number of these PSU awards by the grant date fair value of $45.91 per share based on a multifactor Monte Carlo model.

  48. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table sets forth information for each NEO with respect to the outstanding unvested equity awards as of the fiscal year ended December 31, 2023.

  49. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) (1) | Number of Securities Underlying Unexercised Options Un-Exercisable (#) (1) | Option Exercise Price ($) | Option Expiration Dates | Number of Shares or Units of Stock that Have Not Vested (#) (2) | Market Value of Shares or Units of Stock that Have Not Vested ($) (3) | Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#) (4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Units That Have Not Vested ($) (3) | | David P. Singelyn | 1/28/2021 | – | – | – | – | 7,582 | 272,649 | 68,242 | 2,453,982 | | | 2/1/2022 | – | – | – | – | 27,358 | 983,794 | 123,110 | 4,427,036 | | | 2/7/2023 | – | – | – | – | 58,022 | 2,086,471 | 174,066 | 6,259,413 | | Bryan Smith | 2/26/2015 | 50,000 | – | 16.48 | 2/26/2025 | – | – | – | – | | | 2/25/2016 | 40,000 | – | 14.00 | 2/25/2026 | – | – | – | – | | | 2/23/2017 | 20,000 | – | 23.38 | 2/23/2027 | – | – | – | – | | | 2/22/2018 | 10,000 | – | 19.40 | 2/22/2028 | – | – | – | – | | | 1/28/2021 | – | – | – | – | 7,482 | 269,053 | 29,930 | 1,076,283 | | | 2/1/2022 | – | – | – | – | 12,311 | 442,704 | 55,400 | 1,992,184 | | | 2/7/2023 | – | – | – | – | 21,724 | 781,195 | 65,170 | 2,343,513 | | Christopher C. Lau | 2/22/2018 | 2,500 | – | 19.40 | 2/22/2028 | – | – | – | – | | | 1/28/2021 | – | – | – | – | 7,482 | 269,053 | 29,930 | 1,076,283 | | | 2/1/2022 | – | – | – | – | 12,311 | 442,704 | 55,400 | 1,992,184 | | | 2/7/2023 | – | – | – | – | 21,724 | 781,195 | 65,170 | 2,343,513 | | Sara H. Vogt-Lowell | 2/25/2016 | 15,000 | – | 14.00 | 2/25/2026 | – | – | – | – | | | 2/23/2017 | 20,000 | – | 23.38 | 2/23/2027 | – | – | – | – | | | 2/22/2018 | 7,500 | – | 19.40 | 2/22/2028 | – | – | – | – | | | 1/28/2021 | – | – | – | – | 4,656 | 167,430 | 18,624 | 669,719 | | | 2/1/2022 | – | – | – | – | 6,498 | 233,668 | 29,240 | 1,051,470 | | | 2/7/2023 | – | – | – | – | 11,605 | 417,316 | 34,814 | 1,251,911 |

  50. Outstanding Equity Awards at Fiscal Year End

    (1)All option awards vested ratably over a period of four years from the date of grant (February 26, 2015 for grants that expire on February 26, 2025; February 25, 2016 for grants that expire on February 25, 2026; February 23, 2017 for grants that expire on February 23, 2027 and February 22, 2018 for grants that expire on February 22, 2028). (2) RSUs vest in three annual installments beginning one year from the date of grant. (3)The value shown in this column assumes a price of $35.96 per share, the closing price for the company’s Class A common shares on the NYSE on December 31, 2023. (4)Represents outstanding PSUs at the probable outcome as of December 31, 2023. The PSUs will vest upon achievement of the performance targets at the conclusion of the three-year performance period.

  51. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table provides information about options exercised by and RSU awards vested for the NEOs during the fiscal year ended December 31, 2023.

  52. Option Exercises and Stock Vested in 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | David P. Singelyn | – | – | 41,123 | 1,417,552 | | Bryan Smith | 125,000 | 2,407,662 | 32,423 | 1,102,731 | | Christopher C. Lau | – | – | 31,671 | 1,076,704 | | Sara H. Vogt-Lowell | – | – | 20,766 | 704,221 |

  53. Option Exercises and Stock Vested in 2023

    (1)Value realized was calculated by multiplying the number of shares vested by the closing price of our Class A common shares on the NYSE on the vesting date of January 28, 2023, February 1, 2023 and February 4, 2023, for Messrs. Singelyn, Lau and Smith, and Ms. Vogt-Lowell and February 21, 2023 for Messrs. Lau and Smith and Ms. Vogt-Lowell.

  54. Pension/Non-Qualified Deferred Compensation Plans

    Pension/Non-Qualified Deferred Compensation Plans We do not maintain a pension plan or deferred compensation plan for any of our employees, including the NEOs.

  55. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  56. Payments Upon Termination

    Payments Upon Termination In February 2022, the Committee, after consultation with its independent compensation consultant, approved severance and change of control letter agreements with each of the NEOs which provide that, in the event of a termination by the company without cause or a resignation for good reason, each NEO will receive a lump sum severance payment of 100% of his or her annual base salary and target bonus (200% for the Chief Executive Officer) and the cost of COBRA health coverage for up to 12 months (up to 24 months for the Chief Executive Officer) until he or she is eligible for the health coverage of a subsequent employer. Additionally, the following indicate our general practice: •vested stock options following a voluntary termination of employment (other than for death or disability) must be exercised within three months following the individual’s last date of employment or are otherwise forfeited; •unvested time-based RSUs and PSUs are forfeited (except in the case of death or disability or a qualifying retirement); •payment of any amounts contributed by the participant and the company under the 401(k) plan; and •accrued and unused vacation pay paid in a lump sum.

  57. CEO Pay Ratio

    CEO Pay Ratio Presented below is the ratio of annual total compensation of our CEO, David P. Singelyn, to the annual total compensation of our median employee (excluding Mr. Singelyn). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. We selected the median employee in 2023 based on the 1,725 full-time, part-time, temporary and seasonal workers employed by the company or any of its consolidated subsidiaries as of December 31, 2023. In identifying our median employee, we calculated the annual total cash compensation/W-2 compensation of each employee as of December 31, 2023. Total cash compensation for these purposes included base salary, cash incentives and comparable cash elements of compensation in non-U.S. jurisdictions and was calculated using internal human resources/tax records, including Form W-2 information. We did not apply any cost-of-living adjustments as part of the calculation. The 2023 annual total compensation as determined under Item 402 of Regulation S-K for our CEO was $8,077,735. The 2023 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $67,085. The ratio of our CEO’s annual total compensation to our median employee’s total compensation for fiscal year 2023 is 120 to 1.

  58. Pay Versus Performance Tables

    Pay Versus Performance Tables The following table sets forth information concerning the compensation paid to our CEO and to our other NEOs compared to company performance for the years ended December 31, 2023, 2022, 2021 and 2020.

  59. Pay Versus Performance Tables

    | Year | Summary Compensation Table Total Pay for CEO (1)(2) ($) | CAP to CEO (3) ($) | Average Summary Compensation Table Total Pay for Other NEOs (1)(2) ($) | Average CAP to Other NEOs (3) ($) | Value of Initial Fixed $100 Investment Based on: | | GAAP Net Income (5) ($) | Core FFO per Share ($) | | | | | | | TSR (4) ($) | Peer Group TSR (4) ($) | | | | 2023 | 8,077,735 | 11,292,640 | 3,255,922 | 4,459,905 | 146 | 114 | 432,142 | 1.66 | | 2022 | 6,482,600 | 5,063,676 | 2,965,317 | 2,058,580 | 119 | 100 | 310,025 | 1.54 | | 2021 | 4,592,060 | 6,624,511 | 2,551,105 | 3,919,810 | 169 | 132 | 210,559 | 1.36 | | 2020 | 3,341,650 | 3,488,258 | 1,855,710 | 1,798,939 | 115 | 92 | 154,829 | 1.16 |

  60. Pay Versus Performance Tables

    (1)For each year shown, the CEO was David P. Singelyn. For 2023, the other NEOs were Bryan Smith, Christopher C. Lau and Sara H. Vogt Lowell. For 2022 and 2021, the other NEOs were Jack Corrigan, Bryan Smith, Christopher C. Lau and Sara H. Vogt-Lowell. For 2020, the other NEOs were Jack Corrigan, Bryan Smith, Christopher C. Lau, Sara H. Vogt-Lowell and Stephanie G. Heim. (2)The values reflected in this column reflect the “Total” compensation set forth in the Summary Compensation Table (“SCT”) on page 49. See the footnotes to the SCT for further detail regarding the amounts in this column. (3)Compensation actually paid (“CAP”) is defined by the SEC and is computed in accordance with SEC rules by subtracting the amounts in the “Stock Awards” and “Option Awards” columns of the SCT for each year from the “Total” column of the SCT and then: (i) adding the fair value as of the end of the reported year of all awards granted during the reporting year that are outstanding and unvested as of the end of the reporting year; (ii) adding the amount equal to the change as of the end of the reporting year (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior year that are outstanding and unvested as of the end of the reporting year; (iii) adding the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the reporting year; (iv) subtracting, for any awards granted in any prior year that are forfeited during the reporting year, the amount equal to the fair value at the end of the prior year; and (v) adding the value of any dividends (or dividend equivalents) paid in the reporting year on unvested equity awards and the value of accrued dividends (or dividend equivalents) paid on performance awards that vested in the reporting year. The following tables reflect the adjustments made to SCT total compensation to compute CAP for our CEO and average CAP for our other NEOs.