DEF 14A of American Homes 4 Rent, Mar 26, 2025

DEF 14A of American Homes 4 Rent

Filed Mar 26, 2025 · FY20240001562401-25-000024

Open on EDGAR

  1. Biographical Information About Our Trustee Nominees

    Biographical Information About Our Trustee Nominees Set forth below is biographical information for each of the trustee nominees, including a list of the specific qualifications that were considered for membership on our Board. Each nominee has consented to be named in this proxy statement and to serve if elected. Please see the "Executive Officers" section below for the biographical information of Bryan Smith.

  2. Biographical Information About Our Trustee Nominees

    | Matthew Hart Age: 73 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 (1996-2007) •Walt Disney Company (NYSE: DIS), Senior Vice President and Treasurer •Host Marriott Corp., Executive Vice President and Chief Financial Officer •Marriott Corporation, Senior Vice President and Treasurer •Bankers Trust Company, Vice President, Corporate Lending Public Directorships •American Airlines (NASDAQ: AAL) (since 2013) •Air Lease Corp. (NYSE: AL) (since 2010) | Education •B.A., Vanderbilt University •M.B.A., Columbia University Qualification Highlights: •Executive Leadership •Real Estate Experience •REIT •Treasury/Capital Allocation •Finance/Accounting/Auditing •Human Capital Management •Corporate Governance •Risk Assessment & Management •Investor Relations •Public Company Board •Public Company Senior Management Experience •Audit Committee •Cybersecurity •Capital Markets |

  3. Biographical Information About Our Trustee Nominees

    2025 Proxy Statement | 9

  4. Biographical Information About Our Trustee Nominees

    | Douglas Benham Age: 68 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, as 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., University of West Florida Qualification Highlights: •Executive Leadership •Real Estate Experience •REIT •Treasury/Capital Allocation •Finance/Accounting/Auditing •Human Capital Management •Corporate Governance •Sustainability •Risk Assessment & Management •Investor Relations •Public Company Board •Public Company Senior Management Experience •Audit Committee •Capital Markets •Philanthropic Activities |

  5. Biographical Information About Our Trustee Nominees

    | Jack Corrigan Age: 64 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. (formerly NYSE: PSB), Chief Financial Officer •LaRue, Corrigan & McCormick, Partner •Storage Equities, Inc., Controller •Arthur Young & Company | Education •B.S., Loyola Marymount University Qualification Highlights: •Executive Leadership •Real Estate Experience •REIT •Treasury/Capital Allocation •Finance/Accounting/Auditing •Risk Assessment & Management •Investor Relations •Public Company Senior Management Experience •Capital Markets •Human Capital Management •Consumer Experience |

  6. Biographical Information About Our Trustee Nominees

    10 | AMH

  7. Biographical Information About Our Trustee Nominees

    | David Goldberg Age: 75 Trustee since: 2019 Independent | Retired Executive Vice President, AMH Former Senior Vice President and General Counsel, Public Storage | | | | Mr. Goldberg brings to our Board expertise in management and legal matters including corporate governance, securities, capital markets, and risk management for public and private real estate companies. His experience, qualifications, attributes, and skills qualify him to serve as a member of our Board. | | | | Background •AMH, Executive Vice President (2012-2019) •American Commercial Equities, Manager •Public Storage (NYSE: PSA), Senior Vice President and General Counsel •Law Firm of Sachs & Phelps, Partner •Law Firm of Agnew, Miller & Carlson, Associate and Partner •Law Firm of Hufstedler, Miller, Carlson & Beardsley, Partner | Education •A.B., Boston University •J.D., University of California, Berkeley Qualification Highlights: •Executive Leadership •Real Estate Experience •REIT •Corporate Governance •Risk Assessment & Management •Legal Experience •Public Company Senior Management Experience •Government Affairs / Regulatory •Philanthropic Activities |

  8. Biographical Information About Our Trustee Nominees

    | Tamara Gustavson Age: 63 Trustee since: 2016 Independent | Real Estate Investor Philanthropist | | | | Ms. Gustavson brings to our Board expertise in management, public relations, corporate governance, and industry experience from her leadership roles at publicly traded real estate companies as both an executive and board member. Her experience, qualifications, attributes, and skills qualify her to serve as a member of our Board. | | | | Background •American Commercial Equities, Member (since 2005) •Public Storage (NYSE: PSA), Senior Vice President- Administration Public Directorships •Public Storage (NYSE: PSA) (since 2008) | Education •B.S., University of Southern California Qualification Highlights: •Executive Leadership •Real Estate Experience •REIT •Human Capital Management •Corporate Governance •Public Company Board •Public Company Senior Management Experience •Philanthropic Activities |

  9. Biographical Information About Our Trustee Nominees

    2025 Proxy Statement | 11

  10. Biographical Information About Our Trustee Nominees

    | Michelle Kerrick Age: 62 Trustee since: 2020 Independent Committees •Audit (Chair) | Former West Region Market Leader and Managing Partner Deloitte & Touche LLP | | | | Ms. Kerrick has deep expertise in finance and accounting, risk management, and corporate governance developed over a 35-year career with a leading public accounting firm. She also brings corporate governance expertise from her service at two other publicly traded companies. Ms. Kerrick qualifies as an audit committee financial expert under SEC rules. Her experience, qualifications, attributes, and skills qualify her to serve as chair of our Audit Committee and as a member of our Board. | | | | Background •Deloitte & Touche LLP, West Region Market Leader (2019 and 2020), Managing Partner – Los Angeles (2010-2020), other positions (1985-2010) Public Directorships •The Beauty Health Company (NASDAQ: SKIN) (since 2021) •LDH Growth Corp I (NASDAQ: LDHA) (since 2021) | Education •B.S., Northern Arizona University Qualification Highlights: •Executive Leadership •Real Estate Experience •REIT •Finance/Accounting/Auditing •Human Capital Management •Corporate Governance •Risk Assessment & Management •Technology •Public Company Board •Audit Committee |

  11. Biographical Information About Our Trustee Nominees

    | Lynn Swann Age: 73 Trustee since: 2020 Independent Committees •Audit •Nominating and Corporate Governance | Director for Apollo Global Management, Inc. | | | | Mr. Swann is an experienced public company director of both a leading asset manager and a water technology company, which allow him to contribute valuable perspectives on corporate governance, risk management, technology, and sustainability matters. His experience, qualifications, attributes, and skills qualify him to serve as a member of our Audit and Nominating and Corporate Governance Committees and as a member of our Board. | | | | Background •Swann, Inc., President (since 1976) Public Directorships •Apollo Global Management, Inc. (NYSE: APO) (since 2022) •Xylem Inc. (NYSE: XYL) (2023-2024) •Evoqua Water Technologies (formerly NYSE: AQUA) (2018-2023) | Education •B.A., University of Southern California Qualification Highlights: •Executive Leadership •Real Estate Experience •Treasury/Capital Allocation •Finance •Human Capital Management •Corporate Governance •Sustainability •Public Company Board •Public Company Senior Management Experience •Audit Committee •Government Affairs/Regulatory •Philanthropic Activities |

  12. Biographical Information About Our Trustee Nominees

    12 | AMH

  13. Biographical Information About Our Trustee Nominees

    | Winifred Webb Age: 67 Trustee since: 2019 Independent Committees •Human Capital and Compensation •Nominating and Corporate Governance | Founder, Kestrel Advisors Former Senior Executive, Ticketmaster, and The Walt Disney Company | | | | Ms. Webb brings more than three decades of experience as a seasoned executive of several of the largest entertainment companies in the country and a director of public companies with significant real estate interests. Her executive leadership and board experience encompasses expertise in human capital management, corporate governance, sustainability, and investor relations. Her experience, qualifications, attributes, and skills qualify her to serve as a member of our Human Capital and Compensation and Nominating and Corporate Governance Committees and as a member of our Board. | | | | Background •Kestrel Advisors, Founder (since 2013) •Tennenbaum Capital Partners, Managing Director •Ticketmaster Entertainment, Corporate Senior Vice President, Chief Communications & Investor Relations Officer •The Walt Disney Company, Corporate Senior Vice President of Investor Relations & Shareholder Services, Executive Director for The Walt Disney Company Foundation Public Directorships •AppFolio (NASDAQ: APPF) (since 2019) •Wynn Resorts (NASDAQ: WYNN) (since 2018) •ABM Industries (NYSE: ABM) (since 2014) | Education •B.A., Smith College (with honors) •M.B.A., Harvard University Qualification Highlights: •Executive Leadership •Real Estate Experience •Finance/Accounting/Auditing •Corporate Governance •Sustainability •Risk Assessment & Management •Investor Relations •Technology •Public Company Board •Public Company Senior Management Experience •Audit Committee •Capital Markets •Treasury/Capital Allocation •Cybersecurity •Philanthropic Activities |

  14. Biographical Information About Our Trustee Nominees

    | Jay Willoughby Age: 66 Trustee since: 2019 Independent Committees •Audit •Human Capital and Compensation | Chief Investment Officer, TIFF Investment Management | | | | Mr. Willoughby is an accomplished investment manager and brings deep executive, finance, risk management, capital allocation, and sustainability experience to our Board. His experience, qualifications, attributes, and skills qualify him to serve as a member of our Audit and Human Capital and Compensation Committees and as a member of our Board. | | | | Background •TIFF Investment Management, Chief Investment Officer (since 2015) •The Alaska Permanent Fund, Chief Investment Officer •Ironbound Capital Management, Co-Managing Partner •MLIM Equity Funds, Chief Investment Officer, Head of Research •Merrill Lynch Real Estate Fund, Senior Portfolio Manager | Education •B.A., Pomona College •M.B.A., Columbia University Qualification Highlights: •Executive Leadership •REIT •Treasury/Capital Allocation •Finance/Accounting/Auditing •Corporate Governance •Sustainability •Risk Assessment & Management •Investor Relations •Public Company Senior Management Experience •Audit Committee •Financial Literacy •Capital Markets |

  15. Biographical Information About Our Trustee Nominees

    2025 Proxy Statement | 13

  16. Biographical Information About Our Trustee Nominees

    | Matthew Zaist Age: 50 Trustee since: 2020 Independent Committees •Nominating and Corporate Governance (Chair) •Human Capital and Compensation | Chief Executive Officer, The New Home Company | | | | Mr. Zaist is a seasoned chief executive of home builders with hands-on expertise in a critical part of our business. His responsibilities at the companies he has led have included oversight of financial statements, risk management, and executive compensation matters. His experience, qualifications, attributes, and skills qualify him to serve as chair of our Nominating and Corporate Governance Committee, a member of our Human Capital and Compensation Committee, and as a member of our Board. | | | | Background •The New Home Company, Chief Executive Officer (since 2021) •William Lyon Homes (formerly NYSE: WLH), President and Chief Executive Officer, President and Chief Operating Officer Public Directorships •William Lyon Homes (formerly NYSE: WLH) (2016-2020) | Education •B.S., Rensselaer Polytechnic Institute Qualification Highlights: •Executive Leadership •Real Estate Experience •Treasury/Capital Allocation •Human Capital Management •Corporate Governance •Risk Assessment & Management •Investor Relations •Capital Markets •Finance/Accounting/Auditing •Public Company Board •Public Company Senior Management Experience •Audit Committee •Sustainability •Technology |

  17. Biographical Information About Our Trustee Nominees

    14 | AMH

  18. How We Are Paid

    | Name | Paid in Cash | Stock Awards(1)(2) | Total | | Matthew Hart | $130,000 | $150,000 | $280,000 | | Douglas Benham | $107,000 | $150,000 | $257,000 | | Jack Corrigan | $80,000 | $150,000 | $230,000 | | David Goldberg | $80,000 | $150,000 | $230,000 | | Tamara Gustavson | $80,000 | $150,000 | $230,000 | | Michelle Kerrick | $110,000 | $150,000 | $260,000 | | James Kropp | $98,500 | $150,000 | $248,500 | | Lynn Swann | $98,500 | $150,000 | $248,500 | | Winifred Webb | $94,000 | $150,000 | $244,000 | | Jay Willoughby | $98,500 | $150,000 | $248,500 | | Matthew Zaist | $107,000 | $150,000 | $257,000 |

  19. 2024 Compensation Overview

    2024 Compensation Overview The 2024 compensation program for NEOs consisted of three components: (i) an annual base salary; (ii) an annual cash incentive based substantially on the achievement of pre- determined performance criteria consisting of a corporate metric and individual goals; and (iii) long-term equity incentives designed to directly link executive compensation with shareholder outcomes. In 2024, the company increased base salaries of Mr. Singelyn by 3.1%, Mr. Lau by 4%, and Ms. Vogt-Lowell by 5%. Mr. Smith initially received a base salary increase of 4% effective January 1, 2024, but his base salary was further adjusted by 15.6% effective February 21, 2024 in connection with the announcement of his planned succession to Chief Executive Officer. The base salary increases were based on each executive's performance, the competitive positioning of their base salaries relative to the market, and, in the case of Mr. Smith, his expanded responsibilities as part of the succession plan. The 2024 NEO annual cash incentive target levels as a percentage of base salary were unchanged from 2023, except that Mr. Smith's annual cash incentive target was increased from 150% to 175% of his base salary in connection with the succession plan. In January 2024, Mr. Singelyn received an annual long-term equity incentive award with a target value of $5,568,000, Messrs. Smith and Lau each received an annual long-term equity incentive award with a target value of $2,076,800, and Ms. Vogt-Lowell received an annual long-term equity incentive award with a target value of $1,050,000. Each of the annual long-term equity incentive awards were comprised of 60% PSUs and 40% RSUs. The Committee continued its practice of awarding PSUs as part of the equity compensation that is tied to the achievement of both relative total shareholder return ("TSR") and absolute Core Funds from Operations ("Core FFO") per share growth goals. In connection with the succession plan, Mr. Singelyn received an additional RSU award of $1,600,000 vesting on June 30, 2025 to provide transition advisory services through June 2025. Mr. Lau received an additional RSU award of $5,000,000 which cliff vests five years from the date of grant, contingent upon his continued service with the company, in connection with his appointment to the elevated role of Chief Financial Officer and Senior Executive Vice President and as a retention incentive to facilitate a smooth transition and the long-term stability of the leadership team. 36 | AMH

  20. 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 six times base salary for CEO, and a requirement that each NEO establish an initial ownership position in company shares within one year of joining the company | ✘ | NO re-pricing or buyouts of underwater stock options | | ✓ | DO have a robust mandatory compensation clawback policy for executive compensation covering both cash and equity incentives | ✘ | NO hedging or future pledging transactions by employees or trustees involving our securities | | ✓ | DO annually review a compensation risk assessment with the Committee | ✘ | NO guarantees of cash incentive compensation or of equity grants | | ✓ | DO provide caps within annual and long-term incentive plan awards | ✘ | NO long-term employment contracts with executive officers with contractual compensation amounts or specified increases in the future | | ✓ | DO engage an independent compensation consultant to advise the Committee | ✘ | NO excessive perquisites |

  21. Compensation Philosophy, Objectives and Governance

    2025 Proxy Statement | 37 The following chart depicts annual compensation for Mr. Singelyn and for the other NEOs in 2024 and reflects the split between (i) at- risk compensation, consisting of RSUs, PSUs and annual cash incentive awards and (ii) compensation not tied to performance, consisting of base salary and all other compensation, and further demonstrates our philosophy of aligning executive compensation with company performance and shareholder interests. The amounts below exclude the succession planning RSU awards for Mr. Singelyn and Mr. Lau and include PSUs at their grant date fair values and annual cash incentive awards based on actual achievement in 2024:

  22. Changes to Compensation of the CEO

    Changes to Compensation of the CEO Supported by the data and recommendations provided by the Committee's independent compensation advisor, the Committee increased Mr. Singelyn's compensation for 2024. Mr. Singelyn's base salary was increased to $825,000, representing a 3.1% annual increase. Mr. Singelyn's annual cash incentive target percentage was unchanged from 2023 at 200%. As part of this annual compensation review process, Mr. Singelyn’s annual long-term equity incentive award target was increased to $5,568,000, representing an approximately 11.4% annual increase. After these adjustments, Mr. Singelyn’s 2024 total compensation at target, excluding the transition award described below, was below the median compensation of our peer group (please refer to "Benchmarking Peer Group" below for a discussion of our peer group). In February 2024, the company announced Mr. Singelyn's retirement at the end of the year and the appointment of Mr. Smith as our next Chief Executive Officer. In connection with the succession plan, Mr. Singelyn entered into a retirement agreement which provided for an additional RSU award with a grant date value of $1,600,000 cliff vesting on June 30, 2025 to provide transition advisory services through June 2025. Mr. Singelyn received no severance compensation in connection with his retirement.

  23. Performance-Based Incentive Bonuses—2024 Performance Metrics and Targets

    Performance-Based Incentive Bonuses—2024 Performance Metrics and Targets The 2024 annual incentive plan targets established by the Committee were:

  24. Performance-Based Incentive Bonuses—2024 Performance Metrics and Targets

    | NEO | Title | Target % of Base Salary | | David Singelyn | Chief Executive Officer | 200% | | Bryan Smith | Chief Operating Officer | 175% | | Chris Lau | Chief Financial Officer and Senior Executive Vice President | 150% | | Sara Vogt-Lowell | Chief Legal Officer | 125% |

  25. Performance-Based Incentive Bonuses—2024 Performance Metrics and Targets

    2024 performance-based incentive bonuses (the “Annual Incentive Plan” or “AIP”) were based 70% on a corporate metric and 30% on individual goals that were established for each NEO by the Committee in the first quarter of 2024. •Corporate Metric: In the first quarter of 2024, the Committee set the corporate metric as Core FFO growth. The Committee selected Core FFO as the corporate metric because it is a commonly used measure of real estate investment trust (“REIT”) performance by investors and it is a metric used for compensation purposes by the majority of our peer group. •Individual Goals: The 2024 individual goals set for the NEOs are described below under “2024 Performance- Based Cash Incentive Awards.”

  26. 2024 Performance-Based Cash Incentive Awards

    2024 Performance-Based Cash Incentive Awards

  27. Corporate metric achievement (70% weighting)

    | Core FFO per share | | | | | Performance Achievement | Performance (% Target) | AIP Payout (% Target) | Core FFO per share | | Maximum | 115% | 200% | $2.0068 | | Target | 100% | 100% | $1.7450 | | Threshold | 85% | 0% | $1.4833 | | Actual | 101.5% | 110.0% | $1.7713 |

  28. Individual goal achievement (30% weighting)

    | Performance-Based Cash Incentive Award Achievement | David Singelyn | Bryan Smith | Chris Lau | Sara Vogt-Lowell | | Core Funds from Operations (70% weighting) | 110.0% | 110.0% | 110.0% | 110.0% | | Individual Goals (30% weighting) | 100.0% | 100.0% | 100.0% | 100.0% | | Aggregate Payout % | 107.0% | 107.0% | 107.0% | 107.0% | | Aggregate Payout Amount | $1,765,500 | $1,404,375 | $1,041,645 | $702,188 |

  29. 2024 Equity Awards

    2024 Equity Awards The Committee believes equity awards help align management and shareholder interests by supporting long-term value creation and promoting the retention and stability of our executive management team. In the first quarter of 2024, the Committee granted the NEOs a mix of PSUs and time-based RSUs which vest ratably in equal annual installments over three years. Each grant was comprised 60% of PSUs and 40% of RSUs. In January 2024, the Committee granted RSUs and PSUs with the target values set forth below, with the number of units determined by dividing the target value by the closing share price on the grant date.

  30. 2024 Equity Awards

    | 2024 Annual Equity Grant | David Singelyn | Bryan Smith | Chris Lau | Sara Vogt-Lowell | | RSUs | $2,227,200 | $830,700 | $830,700 | $420,000 | | PSUs | $3,340,800 | $1,246,100 | $1,246,100 | $630,000 |

  31. 2024 Equity Awards

    The Committee considered Mr. Singelyn’s recommendations in determining the annual equity grants to Messrs. Smith and Lau and Ms. Vogt-Lowell. In addition to these annual equity grants, Mr. Singelyn received an additional RSU award of $1,600,000 in connection with his retirement transition agreement, which vests on June 30, 2025, to provide transition advisory services through June 2025. Mr. Lau also received an additional RSU award of $5,000,000, which cliff vests five years from the date of grant, contingent upon his continued service with the company, in connection with his promotion to the elevated role of Chief Financial Officer and Senior Executive Vice President and as a retention incentive to facilitate a smooth management transition and the long-term stability of the leadership team. The PSUs have a three-year performance period tied to the achievement of both relative TSR (50%) and absolute Core FFO per share growth goals (50%), which were set in the first quarter of 2024 based on an assessment of historical Core FFO growth rates of companies in our peer group over a three-year period. Payouts on PSUs at achievement of threshold goals will be 50% of target and maximum achievement will be 200% of target. PSU payouts are linearly interpolated for performance between the threshold, target, and maximum performance goals. The company’s TSR performance will be compared to a group of 30 publicly-traded REITs and other residential real estate companies selected by the Committee based on their enterprise values relative to the company's.

  32. 2024 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 |

  33. 2024 Equity Awards

    The 2024 Relative TSR peer group is comprised of Apartment Income REIT Corp., AvalonBay Communities, Inc., Boston Properties, Inc., Brixmor Property Group Inc., Camden Property Trust, Douglas Emmett, Inc., EastGroup Properties, Inc., Equity Lifestyle Properties, Inc., Equity Residential, Essex Property Trust, Inc., Extra Space Storage Inc., Federal Realty Investment Trust, Healthpeak Properties, Inc., Host Hotels & Resorts, Inc., Independence Realty Trust, Inc., Invitation Homes Inc., Kilroy Realty Corporation, Kimco Realty Corporation, Medical Properties Trust, Inc., Mid-America Apartment Communities, National Storage Affiliates Trust, NexPoint Residential Trust, Inc., Park Hotels & Resorts, Inc., Regency Centers Corporation, Sun Communities, Inc., Tricon Residential Inc., UDR, Inc., Ventas, Inc., Veris Residential, and W. P. Carey Inc. 2025 Proxy Statement | 41

  34. Performance of 2022-2024 PSUs

    Performance of 2022-2024 PSUs The PSUs granted in 2022 (the "2022 PSUs") had the same design with pre-established, objective adjustments at the end of the performance period based on Relative TSR performance and Core FFO growth as described above for the PSUs granted in 2024. For the 2022 PSUs, the company achieved Relative TSR Performance at the 72nd percentile of the applicable peer group, resulting in a payout of 188.0% for the Relative TSR component. The company also achieved annual Core FFO growth of 13.0%, 7.9% and 6.6%, respectively, for each year of the performance period, resulting in an annual award of 200.0%, 196.0% and 152.1%, respectively, and overall award and payout of 182.7% for the Core FFO growth component. The aggregate payout is 185.4% of target for the 2022 PSUs, as certified by the Committee in February 2025.

  35. Performance of 2022-2024 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 | -7.6% | 200% | 8.0% | 200% | | 50th Percentile | -17.8% | 100% | 5.0% | 100% | | 25th Percentile | -27.9% | 50% | 1.0% | 50% | | 2022-2024 Actual TSR Percentile | 2022-2024 Actual TSR | Relative TSR Payout Achieved | 2022-2024 Actual Core FFO Growth | Core FFO Payout Achieved | | 72nd Percentile | -7.6% | 188.0% | 13.0%, 7.9% and 6.6% | 182.7% |

  36. Performance of 2022-2024 PSUs

    Based on the Relative TSR achievement and Core FFO achievement described above, the overall PSU payout adjustment was 185.4% of the original award for each of the NEOs.

  37. 2025 Compensation Outlook

    2025 Compensation Outlook In November 2024, the Committee, in consultation with its independent compensation consultant Semler Brossy, and taking into consideration the competitiveness of the company’s executive pay practices, approved the 2025 compensation program. The Committee considered Mr. Smith’s recommendations in determining the base salaries, performance-based cash incentive award targets and equity grant amounts to Mr. Lau and Ms. Vogt-Lowell. Effective January 1, 2025, Ms. Vogt-Lowell was promoted to the elevated role of Chief Administrative Officer and Chief Legal Officer in recognition of her expanded supervisory responsibilities for corporate functions including communications, corporate services, government affairs, and sustainability, in addition to legal and human resources. Base salaries: The Committee reviewed base salaries for 2025 and considered, among other things, a market analysis performed by Semler Brossy and, with respect to the executives that report to him, the recommendations of Mr. Smith. The base salaries for 2025 are set forth below. Mr. Smith received a base salary increase of 13.3% in connection with his promotion to Chief Executive Officer. Mr. Lau received a base salary increase of 7.9%, and Ms. Vogt-Lowell received a base salary increase of 4.8%. In approving these salaries, the Committee considered the strong performance of each NEO in effectively executing the management transition, each NEO’s contributions to the company’s strategic plan, the relative pay of each NEO compared to similar roles at competitors and peer companies, the expanded responsibilities of each NEO as a result of the succession plan, and the intense competition for top talent in the real estate industry generally and in the single-family home rental sector in particular. Performance-based cash incentive award: As in 2024, the 2025 performance-based cash incentive award for NEOs will depend 70% on the achievement of Core FFO goals and 30% on the achievement of leadership goals that will be tailored to individual roles, but generally include objectives related to business strategy, sustainability, team development, and personal development. The 2025 target award level as a percentage of base salary for Ms. Vogt-Lowell was increased from 125% in 2024 to 150% in 2025 and was unchanged from 2024 for each of the other NEOs. Long-term performance and time-based equity incentives: The 2025 equity awards consist of a mix of PSUs and time- based RSUs, with 60% of the NEOs' grants being PSUs. This is the same mix as in 2024. The PSU design is unchanged from 2024. The PSUs have a three-year performance period tied to the achievement of both relative TSR (50%) and Core FFO growth goals (50%), which were set in the first quarter of 2025 based on the Core FFO performance of the company’s peer group over a three-year period. Payouts on PSUs at achievement of threshold goals will be 50% of target and maximum achievement will be 200% of target. The time-based RSUs will vest ratably over three years. The Committee awarded PSUs and RSUs with the target values set forth below, with the number of units determined by dividing the target value by the closing share price on January 2, 2025, the date of grant. 42 | AMH

  38. 2025 Compensation Outlook

    | 2025 NEO Compensation | Bryan Smith | Chris Lau | Sara Vogt-Lowell | | Base Salary | $850,000 | $700,000 | $550,000 | | Annual Cash Incentive Target | 175% | 150% | 150% | | Annual RSU Grant | $1,870,000 | $980,000 | $550,000 | | Annual PSU Grant | $2,805,000 | $1,470,000 | $825,000 |

  39. 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 2024 compensation program, benchmarking analysis of peer compensation practices and its recommendations for the 2025 compensation program, in each case as discussed in more detail throughout this CD&A. Semler Brossy reports directly to the Committee and does not provide services to the company’s management that are not under the Committee’s purview. Since its engagement a representative of Semler Brossy has attended meetings of the Committee and will continue to do so upon request. The Committee annually considers all factors relevant to Semler Brossy’s independence, as required by the Committee’s charter. Based on this review, the Committee determined that Semler Brossy is independent and free of conflicts of interest.

  40. 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. 2025 Proxy Statement | 43 The company’s peer group for 2024 compensation decisions is set forth in the following table. The peer group was based on similarities in industry sector, size (capitalization and assets) and underlying business fundamentals. In 2024, the Committee, based on the recommendation of Semler Brossy, revised the companies in the peer group to better reflect similarly sized REITs and to remove companies which were no longer publicly traded, adding Equity Residential and Tricon Residential, Inc. and removing Duke Realty, Hudson Pacific Properties, Inc., and MGM Growth Properties LLC.

  41. 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 | | Equity Residential | Multi-family | | Essex Property Trust, Inc. | Multi-family | | Extra Space Storage, Inc. | Self-Storage Properties | | Host Hotels & Resorts, Inc. | Hotels | | Invitation Homes | Single-family rental | | Kilroy Realty Corporation | Premier Office Submarkets | | Kimco Realty Corporation | Open-air shopping centers | | Mid-America Apartment Communities, Inc. | Multi-family | | Park Hotels & Resorts, Inc. | Hotel Properties | | Regency Centers Corporation | Open-air shopping centers | | Sun Communities, Inc. | Manufactured Home and RV Communities | | Tricon Residential, Inc. | Single-family rental | | UDR, Inc. | Multi-family |

  42. 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. In 2024, the Committee delegated limited authority to Mr. Singelyn to approve equity awards to employees who are not executive officers. The Committee has also delegated such authority to Mr. Smith for 2025. Equity awards are not timed in coordination with the release of material non-public information (including for the purpose of affecting the value of executive compensation or otherwise). 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.

  43. Term of Employment

    Term of Employment Each of our NEOs serves at the pleasure of our Board. We have not entered into employment agreements with any of our NEOs. However, each NEO is party to a severance and change-in- control letter agreement, which provides for certain contractual protections in the event of termination under specified circumstances. These agreements establish severance benefits in the event of a termination by the company without cause or resignation for good reason, as well as change-in-control (CIC) protections in the event of termination within a specified period following a qualifying CIC event. These agreements provide clarity and certainty to executives while reinforcing retention and alignment with shareholder interests. Further details regarding the specific severance and CIC provisions can be found in the section "Potential Payments Upon Termination or Change in Control." 44 | AMH

  44. 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 two other most highly compensated executive officers who were employed on December 31, 2024.

  45. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) (1) | Bonus ($) | Option Awards ($) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (3) | Total ($) | | David Singelyn Chief Executive Officer | 2024 | 825,000 | – | – | 7,667,200 | 1,765,500 | 93,185 | 10,350,885 | | | 2023 | 800,000 | – | – | 5,497,900 | 1,766,560 | 13,275 | 8,077,735 | | | 2022 | 800,000 | – | – | 4,303,200 | 1,367,200 | 12,200 | 6,482,600 | | Bryan Smith Chief Operating Officer | 2024 | 731,500 | – | – | 2,263,000 | 1,404,375 | 13,883 | 4,412,758 | | | 2023 | 624,000 | – | – | 2,058,400 | 1,035,347 | 13,293 | 3,731,040 | | | 2022 | 600,000 | – | – | 1,936,400 | 796,050 | 12,200 | 3,344,650 | | Chris Lau Chief Financial Officer and Senior EVP | 2024 | 649,000 | – | – | 7,263,000 | 1,041,645 | 13,894 | 8,967,539 | | | 2023 | 624,000 | – | – | 2,058,400 | 1,036,246 | 13,276 | 3,731,922 | | | 2022 | 600,000 | – | – | 1,936,400 | 796,050 | 12,200 | 3,344,650 | | Sara Vogt-Lowell Chief Legal Officer | 2024 | 525,000 | – | – | 1,144,200 | 702,188 | 13,901 | 2,385,289 | | | 2023 | 500,000 | – | – | 1,099,600 | 691,938 | 13,268 | 2,304,806 | | | 2022 | 475,000 | – | – | 1,022,000 | 516,266 | 12,200 | 2,025,466 |

  46. Summary Compensation Table

    (1)Mr. Smith's salary was increased to $649,000 effective January 1, 2024 and further increased to $750,000 effective February 21, 2024 in connection with the announced management succession plan. (2)RSU awards and PSU awards are valued at the grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. RSU awards are valued based on the closing share price on the NYSE of $36.07 and $34.73 per share for Class A common shares on the date of grant for January 3, 2024 and February 21, 2024 grants, respectively, and $34.47 and $38.99 per share for Class A common shares on the date of grant for 2023 and 2022 grants, respectively. The payout of the PSU awards will be between 0% and 200% of target based on the achievement of both Core FFO growth goals and TSR relative to a group of peer companies. The portion of PSU awards linked to Core FFO growth goals (50%) was valued at $36.07, $34.47 and $38.99 per PSU award based on the closing share price on the NYSE on the grant date and assuming target level of performance for 2024, 2023 and 2022 grants, respectively. The portion of PSU awards linked to relative TSR (50%) was valued at $46.85, $45.91 and $48.84 per PSU award based on a multifactor Monte Carlo model for the performance period of January 1, 2024 to December 31, 2026, January 1, 2023 to December 31, 2025 and January 1, 2022 to December 31, 2024 using a valuation date share price of $36.07, $34.47 and $38.99 for 2024, 2023 and 2022 grants, respectively. Volatility and risk-free rate assumptions used in the multifactor Monte Carlo model are based on term structure and are disclosed in our Annual Report on Form 10-K. The following represents the aggregate grant date fair value for RSU awards and PSU awards granted in 2024 as well as the value of PSU awards at maximum vesting on the grant date.

  47. Summary Compensation Table

    | | 2024 RSU Awards ($) | 2024 RSU Retention Awards ($) (i) | 2024 PSU Awards ($) | Total of RSUs and PSUs ($) | 2024 PSU Awards Maximum ($) | | David Singelyn | 2,227,200 | 1,600,000 | 3,840,000 | 7,667,200 | 6,681,600 | | Bryan Smith | 830,700 | — | 1,432,300 | 2,263,000 | 2,492,200 | | Chris Lau | 830,700 | 5,000,000 | 1,432,300 | 7,263,000 | 2,492,200 | | Sara Vogt-Lowell | 420,000 | — | 724,200 | 1,144,200 | 1,260,000 |

  48. Summary Compensation Table

    (i)On February 21, 2024, the company announced that Mr. Singelyn will retire on December 31, 2024. Under a Retirement Agreement effective February 21, 2024, Mr. Singelyn agreed to provide advisory services through June 30, 2025 and 46,070 RSUs will vest on that date, upon satisfaction of certain vesting conditions, including performance of his obligations under the Retirement Agreement. Additionally, Mr. Lau was granted 143,968 RSU awards on February 21, 2024 which cliff vest five years from the date of grant in connection with his appointment to the elevated role of Senior Executive Vice President and as a retention incentive to facilitate a smooth management transition and the long-term stability of the leadership team. (3)All Other Compensation consists of (i) 401(k) plan contributions by the company of $13,800 to each named executive officer for 2024, (ii) imputed income related to the vesting of stock awards of $85, $83, $94 and $101 in 2024 for Mr. Singelyn, Mr. Smith, Mr. Lau and Ms. Vogt-Lowell, respectively, and (iii) accrued PTO payout of $79,300 for Mr. Singelyn in 2024 due to his retirement on December 31, 2024. 46 | AMH

  49. 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, 2024.

  50. 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 Singelyn | | | | | | | | | | | PSU Award | 1/3/2024 | – | – | – | 1,670,400 | 3,340,800 | 6,681,600 | 92,620 | 3,840,000 | | RSU Award | 1/3/2024 | – | – | – | – | – | – | 61,747 | 2,227,200 | | RSU Retention Award | 2/21/2024 | – | – | – | – | – | – | 46,070 | 1,600,000 | | Annual Incentive | – | – | 1,650,000 | 2,805,000 | – | – | – | – | – | | Bryan Smith | | | | | | | | | | | PSU Award | 1/3/2024 | – | – | – | 623,050 | 1,246,100 | 2,492,200 | 34,547 | 1,432,300 | | RSU Award | 1/3/2024 | – | – | – | – | – | – | 23,031 | 830,700 | | Annual Incentive | – | – | 1,312,500 | 2,231,250 | – | – | – | – | – | | Chris Lau | | | | | | | | | | | PSU Award | 1/3/2024 | – | – | – | 623,050 | 1,246,100 | 2,492,200 | 34,547 | 1,432,300 | | RSU Award | 1/3/2024 | – | – | – | – | – | – | 23,031 | 830,700 | | RSU Retention Award | 2/21/2024 | – | – | – | – | – | – | 143,968 | 5,000,000 | | Annual Incentive | – | – | 973,500 | 1,654,950 | – | – | – | – | – | | Sara Vogt-Lowell | | | | | | | | | | | PSU Award | 1/3/2024 | – | – | – | 315,000 | 630,000 | 1,260,000 | 17,467 | 724,200 | | RSU Award | 1/3/2024 | – | – | – | – | – | – | 11,645 | 420,000 | | Annual Incentive | – | – | 656,250 | 1,115,625 | – | – | – | – | – |

  51. 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 $46.85 per share based on a multifactor Monte Carlo model. 2025 Proxy Statement | 47

  52. 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, 2024.

  53. 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 Unexercisable (#) (1) | Option Exercise Price ($) | Option Expiration Dates | Number of Shares or Units of Stock that Have Not Vested (#) (2) | Market Value of Shares or Units of Stock that Have Not Vested ($) (3) | Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#) (4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Units That Have Not Vested ($) (3) | | David Singelyn | 2/1/2022 | – | – | – | – | 13,679 | 511,868 | 123,110 | 4,606,776 | | | 2/7/2023 | – | – | – | – | 38,682 | 1,447,480 | 174,066 | 6,513,550 | | | 1/3/2024 | – | – | – | – | 61,747 | 2,310,573 | 138,930 | 5,198,761 | | | 2/21/2024 | – | – | – | – | 46,070 | 1,723,939 | – | – | | Bryan Smith | 2/23/2017 | 20,000 | – | 23.38 | 2/23/2027 | – | – | – | – | | | 2/22/2018 | 10,000 | – | 19.40 | 2/22/2028 | – | – | – | – | | | 2/1/2022 | – | – | – | – | 6,156 | 230,358 | 55,400 | 2,073,068 | | | 2/7/2023 | – | – | – | – | 14,483 | 541,954 | 65,170 | 2,438,661 | | | 1/3/2024 | – | – | – | – | 23,031 | 861,820 | 51,821 | 1,939,142 | | Chris Lau | 2/22/2018 | 2,500 | – | 19.40 | 2/22/2028 | – | – | – | – | | | 2/1/2022 | – | – | – | – | 6,156 | 230,358 | 55,400 | 2,073,068 | | | 2/7/2023 | – | – | – | – | 14,483 | 541,954 | 65,170 | 2,438,661 | | | 1/3/2024 | – | – | – | – | 23,031 | 861,820 | 51,821 | 1,939,142 | | | 2/21/2024 | – | – | – | – | 143,968 | 5,387,283 | – | – | | Sara Vogt- Lowell | 2/25/2016 | 15,000 | – | 14.00 | 2/25/2026 | – | – | – | – | | | 2/23/2017 | 20,000 | – | 23.38 | 2/23/2027 | – | – | – | – | | | 2/22/2018 | 7,500 | – | 19.40 | 2/22/2028 | – | – | – | – | | | 2/1/2022 | – | – | – | – | 3,249 | 121,578 | 29,240 | 1,094,161 | | | 2/7/2023 | – | – | – | – | 7,737 | 289,519 | 34,814 | 1,302,740 | | | 1/3/2024 | – | – | – | – | 11,645 | 435,756 | 26,201 | 980,441 |

  54. 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 25, 2016 for grants that expire on February 25, 2026; February 23, 2017 for grants that expire on February 23, 2027 and February 22, 2018 for grants that expire on February 22, 2028). (2) RSUs vest in three annual installments beginning one year from the date of grant. (3)The value shown in this column assumes a price of $37.42 per share, the closing price for the company’s Class A common shares on the NYSE on December 31, 2024. (4)Represents outstanding PSUs at the probable outcome as of December 31, 2024. The PSUs will vest upon achievement of the performance targets at the conclusion of the three-year performance period. 48 | AMH

  55. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table provides information about options exercised by and RSU awards vested for the NEOs during the fiscal year ended December 31, 2024.

  56. Option Exercises and Stock Vested in 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | David Singelyn | – | – | 102,481 | 3,554,538 | | Bryan Smith | 90,000 | 1,966,379 | 48,019 | 1,667,189 | | Chris Lau | – | – | 48,019 | 1,667,189 | | Sara Vogt-Lowell | – | – | 28,661 | 994,472 |

  57. Option Exercises and Stock Vested in 2024

    (1)Value realized was calculated by multiplying the number of shares vested by the closing price of our Class A common shares on the vesting date of January 28, 2024, February 1, 2024, February 7, 2024 and February 20, 2024 for Messrs. Singelyn, Lau and Smith and Ms. Vogt-Lowell.

  58. Potential Payments Upon Termination

    Potential Payments Upon Termination

  59. 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.

  60. CEO Pay Ratio

    CEO Pay Ratio Presented below is the ratio of annual total compensation of our CEO in 2024, David Singelyn, to the annual total compensation of our median employee (excluding Mr. Singelyn). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. We selected the median employee in 2024 based on the 1,730 full-time, part-time, temporary and seasonal workers employed by the company or any of its consolidated subsidiaries as of December 31, 2024. In identifying our median employee, we calculated the annual total cash compensation/W-2 compensation of each employee as of December 31, 2024. Total cash compensation for these purposes included base salary, cash incentives and comparable cash elements of compensation in non-U.S. jurisdictions and was calculated using internal human resources/tax records, including Form W-2 information. We did not apply any cost-of-living adjustments as part of the calculation. The 2024 annual total compensation as determined under Item 402 of Regulation S-K for our CEO was $10,350,885. The 2024 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $72,736. The ratio of our CEO’s annual total compensation to our median employee’s total compensation for fiscal year 2024 is 142 to 1.

  61. 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, 2024, 2023, 2022, 2021 and 2020.

  62. 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) ($) | | | | 2024 | 10,350,885 | 11,436,578 | 5,255,195 | 5,754,725 | 156 | 123 | 468,142 | 1.77 | | 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 |

  63. Pay Versus Performance Tables

    (1)For each year shown, the CEO was David Singelyn. For 2024 and 2023, the other NEOs were Bryan Smith, Chris Lau and Sara Vogt-Lowell. For 2022 and 2021, the other NEOs were Jack Corrigan, Bryan Smith, Chris Lau and Sara Vogt-Lowell. For 2020, the other NEOs were Jack Corrigan, Bryan Smith, Chris Lau, Sara Vogt-Lowell and Stephanie Heim. (2)The values reflected in this column reflect the “Total” compensation set forth in the Summary Compensation Table (“SCT”) on page 45. See the footnotes to the SCT for further detail regarding the amounts in this column. (3)Compensation actually paid (“CAP”) is defined by the SEC and is computed in accordance with SEC rules by subtracting the amounts in the “Stock Awards” and “Option Awards” columns of the SCT for each year from the “Total” column of the SCT and then: (i) adding the fair value as of the end of the reported year of all awards granted during the reporting year that are outstanding and unvested as of the end of the reporting year; (ii) adding the amount equal to the change as of the end of the reporting year (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior year that are outstanding and unvested as of the end of the reporting year; (iii) adding the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the reporting year; (iv) subtracting, for any awards granted in any prior year that are forfeited during the reporting year, the amount equal to the fair value at the end of the prior year; and (v) adding the value of any dividends (or dividend equivalents) paid in the reporting year on unvested equity awards and the value of accrued dividends (or dividend equivalents) paid on performance awards that vested in the reporting year. The following tables reflect the adjustments made to SCT total compensation to compute CAP for our CEO and average CAP for our other NEOs. 52 | AMH