American Homes 4 Rent PRE 14A, filed Mar 12, 2021
American Homes 4 Rent (AMH)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant ☒ |
| Filed by a Party other than the Registrant ☐ |
| Check the appropriate box: |
| ☒ |
Preliminary Proxy Statement | |
| ☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☐ |
Definitive Proxy Statement | |
| ☐ |
Definitive Additional Materials | |
| ☐ |
Soliciting Material under §240.14a-12 |
| AMERICAN HOMES 4 RENT | ||||
| (Name of Registrant as Specified In Its Charter) | ||||
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||
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A Message from Our CEO
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Notice of the 2021 Annual
Meeting of Shareholders
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Date and Time
Thursday, May 6, 2021 at |
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Virtual Location
Visit: |
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Items of Business
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To elect as trustees the thirteen nominees named in the attached proxy statement to serve until the 2022 Annual Meeting of Shareholders; | |
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To approve the adoption of the American Homes 4 Rent 2021 Equity Incentive Plan (the “2021 Incentive Plan”); | |
| 3 | To approve the adoption of the American Homes 4 Rent Employee Stock Purchase Plan (the “ESPP”); | |
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To ratify the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; | |
| 5 | To hold a non-binding, advisory vote to approve our named executive officer compensation; | |
| 6 | To hold an advisory vote on the frequency of future advisory votes on executive compensation; and | |
| 7 |
To consider and act upon any other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof. | |
Recommendations of the Board
The Board of Trustees (the “Board”) unanimously recommends that you vote “FOR” each of the trustee nominees named in the attached proxy statement, “FOR” approval of the adoption of the 2021 Incentive Plan, “FOR” approval of the adoption of the ESPP, “FOR” ratification of the appointment of Ernst & Young LLP, “FOR” approval, on an advisory basis, of our named executive officer compensation, and “ONE YEAR” with respect to the advisory vote on the frequency of future advisory votes on executive compensation. Detailed information concerning these proposals is included in the accompanying proxy statement.
Proxy Materials
The Notice of Meeting, Proxy Statement and Annual Report on Form 10-K are available free of charge at: www.ah4r.com/Investors/AnnualMeetingDocs2021.
Record Date
You are entitled to vote at the meeting if you were a shareholder of record at the close of business on March 9, 2021 of our Class A or Class B common shares of beneficial interest, par value $0.01 per share.
| 2021 Proxy Statement |
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Voting
Your vote is very important. To ensure that your shares are represented at the Annual Meeting, please vote over the Internet, by telephone, or by mail as instructed on the proxy card or voting instruction form you receive. You may revoke a proxy at any time prior to its exercise at the meeting by following the instructions in the accompanying proxy statement.
By Order of the Board,
Sara H. Vogt-Lowell
Chief Legal Officer and Secretary
[ ], 2021
If you have questions about the matters described in this proxy statement, how to submit your proxy or if you need additional copies of this proxy statement, you should contact D.F. King, the company’s proxy solicitor, toll free at (877) 283-0321 (banks and brokers may call collect at (212) 269-5550).
Important Notice Regarding Availability of Proxy Materials for the 2021 Annual Meeting: This Proxy Statement and our 2020 Annual Report on Form 10-K are available on the company’s website www.americanhomes4rent.com under ”Investor Relations.”
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| Annex B American Homes 4 Rent 2021 Employee Stock Purchase Plan |
B-1 |
| 2021 Proxy Statement |
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Build sustainably, operate efficiently
Because we build our homes to rent, we design them for long-term durability. This saves resources and lowers our total costs, including maintenance.
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| HERS energy efficiency ratings: In 2020 we began a program to track Home Energy Rating System (“HERS”) scores for our newly built homes to demonstrate the energy efficiency and resulting savings that residents enjoy while living in our properties. |
Environmentally friendly construction: We install flooring and other materials designed to last for decades, energy-efficient LED lighting and low-flow water fixtures in our newly constructed homes and incorporate these features in our renovations of existing homes. These long-lasting materials save on the use of additional materials, like carpet, that need to be replaced every 3 to 5 years and then sent to landfills.
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Creating neighborhoods: We seek to create a sense of community by including green, open spaces in our development plans and by building amenities that facilitate neighborhood gatherings.
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Tracking HERS energy efficiency ratings for all of our newly built homes: In 2020, we began a program to track RESNET HERS scores for our newly built homes to demonstrate the energy efficiency and savings while living in our properties. A HERS rating is an assessment of energy performance: a lower score indicates it is more energy efficient. A home built to the 2006 International Energy Conservation Code receives a rating of 100 on the HERS Index, while the average American home scores 130, according to the U.S. Department of Energy.
American Homes 4 Rent’s average, median and mode HERS score was 57 among our 256 newly built homes in 2020 that we tracked in our pilot project markets of Arizona, Colorado and Nevada. Put another way, those houses use 43% less energy than a home built to the 2006 code and less than half the energy of a typical home in this country. Based on RESNET data, a score of 57 translates to an average annual savings of $1,316 versus the typical home and $777 compared to a new home.
For 2021, we intend to track the HERS scores for all our newly built homes to demonstrate the efficiency of our houses. |
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| 2021 Proxy Statement | 3 |
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Delight residents, engage employees, foster community
Our success depends on our employees delighting residents with our houses that become their homes. This requires us to attract, retain and grow a skilled and diverse workforce to design and maintain high-quality homes.
| 4 | American Homes 4 Rent |
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Lead with integrity and transparency
| We maintain strong corporate governance practices that include transparency, communication and integrity. In addition to the below highlights, we describe our corporate governance practices in more detail beginning on page 20.
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Good governance foundation: We adopt good governance practices, including an independent chairperson, board diversity by race and gender, annual trustee elections, majority voting, majority voting standard for bylaw amendments and M&A, special meeting rights, no poison pill, clawback and anti-hedging provisions, and we opted out of certain Maryland provisions that can limit shareholder rights.
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Board refreshment: We added three new trustees in 2020 as part of our board refreshment process. The average tenure of our trustees is 4.9 years. More than 75% of our trustees are independent trustees.
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Board oversight of ESG: In 2020, we formalized board oversight for ESG as part of committee responsibilities.
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Human capital management: In 2020, the Board made important structural changes to the committee formerly known as the Compensation Committee, repositioned as the Human Capital and Compensation Committee, to expand the responsibilities of such committee to include oversight of talent, leadership and culture, including diversity and inclusion.
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| 2021 Proxy Statement | 5 |
Table of Contents
This proxy statement contains important information regarding the 2021 Annual Meeting of Shareholders (the “Annual Meeting”). Specifically, it identifies the proposals on which you are being asked to vote, provides information that you may find useful in determining how to vote, and describes voting procedures. This proxy statement is being sent or made available to you on or about [ ], 2021.
The Notice of Meeting, Proxy Statement and Annual Report on Form 10-K are available free of charge at:
www.ah4r.com/Investors/AnnualMeetingDocs2021.
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VIRTUALLY |
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INTERNET |
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TELEPHONE | ||||||||||||||
| www.virtualshare holdermeeting.com/ AMH2021 |
www.proxyvote.com | Return your proxy in the postage-paid envelope provided |
1-800-690-6903 | |||||||||||||||||
| You may vote your shares virtually at the Annual Meeting. Even if you plan to attend the Annual Meeting virtually, we recommend that you submit the accompanying proxy card or voting instruction form or vote via the Internet or by telephone by the applicable deadline so that your vote will be counted if you later decide not to attend the Annual Meeting. | You may vote your shares through the Internet by signing on to the website identified on the proxy card or voting instruction form and following the procedures described on the website. Internet voting is available 24 hours a day until 11:59 p.m. Eastern Time on the day before the Annual Meeting. If you vote through the Internet, you should not return any proxy card. | If you choose to vote by mail, simply complete the accompanying proxy card or voting instruction form, date and sign it, and return it in the pre-addressed postage-paid envelope provided. | You may vote your shares by telephone by following the voting instructions on the enclosed proxy card or voting instruction form, respectively. Telephone voting is available 24 hours a day until 11:59 p.m. Eastern Time on the day before the Annual Meeting. | |||||||||||||||||
| 6 | American Homes 4 Rent |
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As summarized below, there are distinctions between shares held of record and those owned beneficially:
If you require assistance in changing, revoking or voting your proxy, please contact the company’s proxy solicitor:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll-Free: (877) 283-0321
Email: AMH@dfking.com
Unanimous Recommendations of the Board
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1 |
Election of the Thirteen Trustee Nominees Named in this Proxy Statement |
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BOARD RECOMMENDATION |
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FOR | |||||
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Approval of the Adoption of the 2021 Equity Incentive Plan (the “2021 Incentive Plan”) |
BOARD RECOMMENDATION |
FOR | |||||||
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Approval of the Adoption of the Employee Stock Purchase Plan (the “ESPP”) |
BOARD RECOMMENDATION |
FOR | |||||||
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Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2021 |
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BOARD RECOMMENDATION |
FOR | ||||||
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Advisory Vote to Approve our Named Executive Officer Compensation |
BOARD RECOMMENDATION |
FOR | |||||||
| 6 |
Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation |
BOARD RECOMMENDATION |
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ONE YEAR | ||||||
These proposals are discussed in more detail in this proxy statement and you should read the entire proxy statement carefully before voting. We will also consider any other matters properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.
| 2021 Proxy Statement | 7 |
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| Nominee |
Age | Principal Occupation | Trustee Since |
Committee Membership | ||||
| Kenneth M. Woolley * |
74 | Chairperson of the Board, American Homes 4 Rent
Founder and Chairperson, Extra Space Storage, Inc. |
2012 |
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| David P. Singelyn |
59 | Chief Executive Officer, American Homes 4 Rent | 2012 |
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| Douglas N. Benham * |
64 | President and Chief Executive Officer, DNB Advisors, LLC | 2016 |
• Nominating and Corporate Governance (Chair) • Human Capital and Compensation | ||||
| Jack Corrigan |
60 | Chief Investment Officer, American Homes 4 Rent | 2012 |
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| David Goldberg |
71 | Retired Executive Vice President, American Homes 4 Rent | 2019 |
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Tamara Hughes Gustavson * |
59 | Real Estate Investor
Philanthropist |
2016 |
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| Matthew J. Hart * |
69 | Retired President and Chief Operating Officer, Hilton Hotels Corporation |
2012 |
• Human Capital and Compensation (Chair) • Nominating and Corporate Governance | ||||
| Michelle C. Kerrick * |
58 | Former West Region Market Leader and Managing Partner of the Los Angeles office of Deloitte & Touche LLP |
2020 |
• Audit • Human Capital and Compensation | ||||
| James H. Kropp * |
72 | Retired Chief Investment Officer, SLKW Investments, LLC and Microproperties LLC |
2012 |
• Audit (Chair) | ||||
| Lynn C. Swann * |
69 | Director for Athene Holding Ltd. and Evoqua Water Technologies | 2020 |
• Audit • Nominating and Corporate Governance | ||||
| 2021 Proxy Statement | 11 |
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| Nominee |
Age | Principal Occupation | Trustee Since |
Committee Membership | ||||
| Winifred M. Webb * |
63 | Chief Executive Officer, Kestrel Advisors
Former Senior Executive, Ticketmaster, and |
2019 |
• Human Capital and Compensation • Nominating and Corporate Governance | ||||
| Jay Willoughby * |
62 | Chief Investment Officer, TIFF Investment Management | 2019 |
• Audit • Nominating and Corporate Governance | ||||
| Matthew R. Zaist * |
46 | Former Chief Executive Officer and Director, William Lyon Homes | 2020 | • Audit • Human Capital and Compensation | ||||
* Denotes “independent” member of the Board.
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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.
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Kenneth M. Woolley
Age: 74
Trustee since: 2012 (Chairperson since 2020) |
Chairperson of the Board, American Homes 4 Rent Founder and Chairperson, Extra Space Storage, Inc.
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Background
• Extra Space Storage, Inc. (NYSE: EXR), Chief Executive Officer
• Nevada West Partners (multi-family residential real estate company), Owner
• Gaia Real Estate, Partner
• LDS Moscow Russia West Mission, President
• Brigham Young University, Associate Professor and Adjunct Associate Professor of Business Administration
Public Directorships
• Extra Space Storage, Inc. (NYSE: EXR), Founder and Chairperson (since 2004) |
Education
• B.A. in Physics, Brigham Young University
• M.B.A. and Ph.D. in Business Administration, Stanford University
Qualification Highlights:
• Executive Leadership
• Real Estate Experience
• Treasury/Capital Allocation
• Finance/Accounting/Auditing
• Corporate Governance
• Public Company Board
• Consumer Experience
• Risk Assessment & Management
• Investor Relations | |||
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David P.
Age: 59
Trustee since: 2012 |
Chief Executive Officer, American Homes 4 Rent
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Background
• American Homes 4 Rent, 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
Private Directorships
• Dean’s Advisory Council to the College of Business at California State Polytechnic University
• Philanthropic Foundation at California State Polytechnic University |
Education
• B.S. in Accounting, California State Polytechnic University
• B.S. in Computer Information Systems, California State Polytechnic University
Qualification Highlights:
• Executive Leadership
• Real Estate Experience
• Treasury/Capital Allocation
• Finance/Accounting/Auditing
• Corporate Governance
• Public Company Board
• Human Capital Management
• Consumer Experience
• Risk Assessment & Management
• Investor Relations
• Technology | |||
| 2021 Proxy Statement | 13 |
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Douglas N.
Age: 64
Trustee since: 2016
Committees
• Nominating and Corporate Governance (Chair)
• Human Capital
and |
President and Chief Executive Officer, DNB Advisors, LLC
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Background
• DNB Advisors, LLC, President and Chief Executive Officer (since 2006)
• Arby’s Restaurant Group, Inc., President and Chief Executive Officer
• RTM Restaurant Group, Inc., Chief Financial Officer
Private Directorships
• G&N Brands (Santiago, Chile)
• United Pacific Oil Company
• On the Border Mexican Grill & Cantina |
Education
• B.A. in Accounting, University of West Florida
Qualification Highlights:
• Executive Leadership
• Real Estate Experience
• Treasury/Capital Allocation
• Finance/Accounting/Auditing
• Consumer Experience
• Human Capital Management
• Corporate Governance
• ESG
• Risk Assessment & Management
• Investor Relations
• Public Company Board | |||
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Jack Corrigan
Age: 60
Trustee since: 2012 |
Chief Investment Officer, American Homes 4 Rent
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Background
• American Homes 4 Rent, Chief Investment Officer (since 2012), 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
• Arthur Young & Company |
Education
• B.S. in Accounting, Loyola Marymount University
Qualification Highlights:
• Executive Leadership
• Real Estate Experience
• Treasury/Capital Allocation
• Finance/Accounting/Auditing
• Risk Assessment & Management
• Investor Relations
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David Goldberg
Age: 71
Trustee since: 2019 |
Retired Executive Vice President, American Homes 4 Rent
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Background
• American Homes 4 Rent, Executive Vice President (2012-2019)
• American Commercial Equities, Executive Vice President (2011-2019)
• 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
Private Directorships
• William Lawrence & Blanche Hughes Foundation |
Education
• A.B. in History and Social Studies, Boston University
• J.D., University of California, Berkeley
Qualification Highlights:
• Executive Leadership
• Real Estate Experience
• Corporate Governance
• Risk Assessment & Management
• Legal Experience | |||
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Tamara Hughes Gustavson
Age: 59
Trustee since: 2016 |
Real Estate Investor Philanthropist
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Background
• American Commercial Equities, Member (since 2005)
• Public Storage (NYSE: PSA), Senior Vice President-Administration
Public Directorships
• Public Storage (NYSE: PSA) (since 2008)
Private Directorships
• William Lawrence & Blanche Hughes Foundation
• University of Southern California |
Education
• B.S. in Public Affairs, University of Southern California
Qualification Highlights:
• Executive Leadership
• Real Estate Experience
• Human Capital Management
• Philanthropic Activities
• Diversity
• Public Company Board | |||
| 2021 Proxy Statement | 15 |
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Matthew J. Hart
Age: 69
Trustee since: 2012
Committees
• Human Capital and Compensation (Chair)
• Nominating and Corporate Governance |
Retired President and Chief Operating Officer, Hilton Hotels Corporation
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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), Audit Committee (Chair) (since 2013)
• Air Lease Corp. (NYSE: AL), Audit Committee (Chair), Nominating and Corporate Governance Committee (since 2010)
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Private Directorships
• Heal the Bay
Education
• B.A. in Economics and Sociology, Vanderbilt University
• M.B.A. in Finance and Marketing, Columbia University
Qualification Highlights:
• Executive Leadership
• Real Estate Experience
• Treasury/Capital Allocation
• Finance/Accounting/Auditing
• Consumer Experience
• Human Capital Management
• Corporate Governance
• Risk Assessment & Management
• Investor Relations
• Public Company Board | |||
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Michelle C.
Age: 58
Trustee since: 2020
Committees
• Audit
• Human Capital and Compensation |
Former West Region Market Leader and Managing Partner of the Los Angeles office of Deloitte & Touche LLP
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Background
• Deloitte & Touche LLP, West Region Market Leader and Managing Partner of the Los Angeles office (2010-2020), other positions (1985-2010)
Private Directorships
• The HydraFacial Company (IPO anticipated during the first half of 2021)
• LDH Growth Corp I (IPO anticipated during the first half of 2021)
Education
• B.S. in Accountancy, Northern Arizona University |
Qualification Highlights:
• Executive Leadership
• Real Estate Experience
• Finance/Accounting/Auditing
• Human Capital Management
• Consumer Experience
• Risk Assessment & Management
• Diversity
• Technology | |||
| 16 | American Homes 4 Rent |
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James H. Kropp
Age: 72
Trustee since: 2012
Committees
• Audit (Chair) |
Retired Chief Investment Officer, SLKW Investments, LLC and Microproperties LLC
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Background
• SLKW Investments, LLC, Chief Investment Officer (2009-2019)
• U.S. Restaurant Properties (Microproperties LLC), Chief Financial Officer
• TaxEase, LLC, Chief Financial Officer
• Arthur Young & Company
Public Directorships
• FS KKR Capital Corp. II (NYSE: FSKR), Valuation Committee (Chair), Audit Committee (since 2015)
• FS KKR Capital Corp. (NYSE: FSK), Valuation Committee (Chair), Audit Committee (since 2011)
• PS Business Parks Inc. (NYSE: PSB), Compensation Committee, Nominating and Corporate Governance Committee (since 1998; retiring effective April 2021)
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Private Directorships
• KREST
• National Association of Corporate Directors
Education
• B.B.A. in Finance, St. Francis College
Qualification Highlights:
• Executive Leadership
• Real Estate Experience
• Treasury/Capital Allocation
• Finance/Accounting/Auditing
• Risk Assessment & Management
• Investor Relations
• Corporate Governance
• Public Company Board | |||
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Lynn C. Swann
Age: 69
Trustee since: 2020
Committees
• Audit
• Nominating and Corporate Governance |
Director for Athene Holding Ltd. and Evoqua Water Technologies
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Background
• Swann, Inc., President (since 1976)
Public Directorships
• Athene Holding Ltd (NYSE: ATH) (since 2020)
• Evoqua Water Technologies (NYSE: AQUA) (since 2018)
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
• Diversity
• Public Company Board | |||
| 2021 Proxy Statement | 17 |
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Winifred M.
Age: 63
Trustee since: 2019
Committees
• Human Capital and Compensation
• Nominating and Corporate Governance |
Chief Executive Officer, Kestrel Advisors Former Senior Executive, Ticketmaster, and The Walt Disney Company
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Background
• Kestrel Advisors, Chief Executive Officer (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), Audit Committee (Chair), Nominating and Corporate Governance Committee, Risk Compliance Oversight (since 2019)
• Wynn Resorts (NASDAQ: WYNN), Audit Committee (Chair) (since 2018)
• ABM Industries (NYSE: ABM), Audit Committee, Stakeholder & Enterprise Risk Committee (Chair) (since 2014) |
Private Directorships
• Women Corporate Directors, Los Angeles/Orange County Chapter
Education
• B.A., Smith College
• M.B.A., Harvard University
Qualification Highlights:
• Executive Leadership
• Real Estate Experience
• Finance/Accounting/Auditing
• Consumer Experience
• Human Capital Management
• Corporate Governance
• ESG
• Risk Assessment & Management
• Investor Relations
• Technology
• Public Company Board
• Diversity | |||
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Jay Willoughby
Age: 62
Trustee since: 2019
Committees
• Audit
• Nominating and Corporate Governance |
Chief Investment Officer, TIFF Investment Management
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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
Private Directorships
• Sustainability Accounting Standards (SASB) Foundation |
Education
• B.A., Pomona College
• M.B.A. in Finance, Columbia University
Qualification Highlights:
• Executive Leadership
• Real Estate Experience
• Treasury/Capital Allocation
• Finance/Accounting/Auditing
• Corporate Governance
• ESG
• Risk Assessment & Management
• Investor Relations | |||
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Matthew R. Zaist
Age: 46
Trustee since: 2020
Committees
• Audit
• Human Capital and Compensation |
Former Chief Executive Officer and Director, William Lyon Homes
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Background
• 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
• William Lyon Homes (formerly NYSE: WLH) (2016-2020)
Private Directorships
• University of Southern California’s Lusk Center for Real Estate Executive Committee
Education
• B.S., Rensselaer Polytechnic Institute |
Qualification Highlights:
• Executive Leadership
• Real Estate Experience
• Treasury/Capital Allocation
• Consumer Experience
• Human Capital Management
• Corporate Governance
• Risk Assessment & Management
• Investor Relations
• Capital Markets
• Finance/Accounting/Auditing
• Public Company Board | |||
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How We Are Selected, Elected, Evaluated, and Refreshed
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Real Estate |
Corporate Governance |
Investor Relations |
Public Company Board |
Human Capital Mgt |
Consumer Experience |
ESG | Diversity | Tech | |||||||||
| Kenneth M. Woolley |
· | · | · | · |
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| David P. Singelyn |
· | · | · | · | · | · |
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| Douglas N. Benham |
· | · | · | · | · | · | · |
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| Jack Corrigan |
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| David Goldberg |
· | · |
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| Tamara Hughes Gustavson |
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| Matthew J. Hart |
· | · | · | · | · | · |
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| Michelle C. Kerrick |
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| James H. Kropp |
· | · | · | · |
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| Lynn C. Swann |
· | · |
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| Winifred M. Webb |
· | · | · | · | · | · | · | · | · | |||||||||
| Jay Willoughby |
· | · | · |
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· |
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| Matthew R. Zaist |
· | · | · | ● | · | · |
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13 | 10 | 9 | 9 | 8 | 7 | 4 | 4 | 3 | |||||||||
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| Trustee |
Audit Committee |
Human Capital and Compensation Committee |
Nominating and Governance Committee | |||
| Douglas N. Benham |
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Member | Chair | |||
| Matthew J. Hart |
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Chair | Member | |||
| Michelle C. Kerrick (1) |
Member | Member |
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| James H. Kropp |
Chair |
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| Lynn C. Swann (1) |
Member |
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Member | |||
| Winifred M. Webb |
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Member | Member | |||
| Jay Willoughby |
Member |
|
Member | |||
| Matthew R. Zaist (1) |
Member | Member |
| |||
| Number of meetings in 2020: |
4 | 5 | 6 | |||
(1) Mr. Zaist joined the Board in February 2020, Mr. Swann joined the Board in August 2020 and Ms. Kerrick joined the Board in September 2020.
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In addition, the Board is assisted in its oversight responsibilities by the standing Board committees, which have assigned areas of oversight responsibility for various matters as described in the Board committee charters and as provided in the NYSE rules. These oversight responsibilities are summarized below.
Board
| • | Overall oversight of the risk management process |
| • | Development of business strategy and major resource allocation |
| • | Leadership of management succession planning |
| • | Business conduct and compliance oversight |
| • | Receipt of regular reports from Board committees on specific risk oversight responsibilities |
Board Committees
| Audit Committee Oversight of Risk | Human Capital and Compensation Committee Oversight of Risk |
Nominating and Corporate Governance Committee Oversight of Risk | ||
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• Oversight of enterprise risk management activities, including the company’s risk assessment, risk management and risk mitigation policies and programs
• Oversight of accounting and financial reporting
• Oversight of integrity of financial statements
• Oversight of compliance with legal and regulatory requirements applicable to accounting and financial reporting processes
• Oversight of the company’s policies and procedures with respect to cybersecurity risk management
• Oversight of the performance of internal audit function
• Oversight of the effectiveness of internal controls
• Oversight of registered public accounting firm’s qualifications, performance and independence
• Review of proposed swaps and equity and debt hedging transactions |
• Oversight of compensation related risks and overall philosophy
• Oversight of regulatory compliance with respect to compensation matters
• Oversight of the company’s human capital programs and policies, including with respect to pay fairness and employee well-being, employee retention and development, and diversity and inclusion |
• Oversight of overall corporate governance leadership
• Provides recommendations regarding Board and committee composition
• Oversight of Board succession planning
• Oversight of regulatory compliance and environmental sustainability and corporate governance initiatives
• Oversight of the evaluation of the Board and management | ||
Management
| • | Identify material risks |
| • | Implement appropriate risk management strategies |
| • | Integrate risk management into our decision-making process |
| • | Ensure that information with respect to material risks is transmitted to senior executives and the Board |
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Risk Areas
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Strategic |
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Operational |
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Financial |
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Legal, Regulatory and Compliance | |||||||
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• Reputation
• Market Dynamics
• Acquisitions and Dispositions
• Development |
• Sales and Marketing
• Service and Delivery
• Information Systems and Cybersecurity
• Infrastructure and Assets
• Hazards and Weather
• People |
• Financial Reporting and Internal Controls
• Capital Structure
• Market
• Liquidity and Credit
• Tax
• Insurance |
• Compliance with Laws
• Litigation
• Environmental
• Social
• Governance | |||||||||||
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| Name |
Paid in Cash ($) | Stock Awards ($) (1)(2) | Total ($) | ||||||||||||
| Kenneth M. Woolley |
$93,750 | $100,000 | $193,750 | ||||||||||||
| Douglas N. Benham |
$87,500 | $100,000 | $187,500 | ||||||||||||
| David Goldberg |
$75,000 | $100,000 | $175,000 | ||||||||||||
| Tamara Hughes Gustavson |
$87,500 | $100,000 | $187,500 | ||||||||||||
| Matthew J. Hart |
$93,750 | $100,000 | $193,750 | ||||||||||||
| Michelle C. Kerrick |
$37,500 | $100,000 | $137,500 | ||||||||||||
| James H. Kropp |
$95,000 | $100,000 | $195,000 | ||||||||||||
| Lynn C. Swann |
$37,500 | $100,000 | $137,500 | ||||||||||||
| Winifred M. Webb |
$75,000 | $100,000 | $175,000 | ||||||||||||
| Jay Willoughby |
$75,000 | $100,000 | $175,000 | ||||||||||||
| Matthew R. Zaist |
$75,000 | $202,300 | $277,300 | ||||||||||||
(1) Restricted share unit awards valued at the closing share price on the NYSE of $25.28 per share for Class A common shares on May 7, 2020, which was the date of grant for all trustees but for Mr. Swann and Ms. Kerrick, which were valued at the closing share prices on August 5, 2020 ($29.05) and September 9, 2020 ($29.20), respectively. Mr. Zaist also received restricted share unit awards valued at the closing share price of $25.68 on February 27, 2020, which was the date of this additional grant.
(2) As of December 31, 2020, each non-management trustee had the following number of options outstanding: Messrs. Hart and Woolley each held a total of 60,000, of which 52,500 are fully vested and exercisable; Mr. Kropp held a total of 50,000, of which 42,500 are fully vested and exercisable; Ms. Gustavson and Mr. Benham each held a total of 30,000, of which 22,500 are fully vested and exercisable; Ms. Webb and Mr. Willoughby each held a total of 10,000, of which 2,500 are fully vested and exercisable. Mr. Singelyn held fully vested options to acquire 25,000 shares which were not awarded in connection with his service as a trustee. In addition, as of December 31, 2020, (i) Mses. Gustavson and Webb, and Messrs. Benham, Goldberg, Hart, Kropp, Willoughby, Woolley and Zaist held 3,956 restricted share units which vest in full on May 7, 2021, (ii) Ms. Kerrick held 3,425 restricted share units which vest in full on September 9, 2021, (iii) Mr. Swann held 3,443 restricted share units which vest in full on August 5, 2021, and (iv) Mr. Zaist also held 3,985 restricted share units which vest in full on February 27, 2021.
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How You Can Communicate With Us
We value and actively solicit feedback from our shareholders. During fiscal year 2020, management met with over 420 institutional investors at virtual conferences, non-deal roadshows and industry calls.
We encourage all shareholders to contact our investor relations team with any questions or comments by:
|
EMAIL |
WEBSITE |
MAIL |
TELEPHONE | |||
| investors@ah4r.com |
Visit www.americanhomes4rent.com under “Investor Relations” |
Write
to Attn: Investor Relations 23975 Park Sorrento, Suite 300 Calabasas, CA 91302 |
Call (855) 794-AH4R (2447) |
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parachute payment. The 2021 Incentive Plan contains a modified form of a “safe harbor cap,” which limits the amount of potential parachute payments that a recipient may receive to no more than 299% of the recipient’s base amount, but only if such cutback results in larger after-tax payments to the recipient.
Shareholder approval of the 2021 Incentive Plan is necessary in order for the company to meet the NYSE shareholder approval requirements.
In its determination to approve the 2021 Incentive Plan, the Board reviewed an analysis prepared by Semler Brossy, which included an analysis of certain burn rate, dilution and overhang metrics, the expected duration of the 2021 Incentive Plan, the cost of the 2021 Incentive Plan, as well as best market practices and trends.
Specifically, the Board considered:
Burn Rate: Our three-year average burn rate is 0.14% as shown in the table below.
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Share Options | Time-Based RSUs |
Earned Performance Awards |
Unadjusted Total |
Adjusted Total(1) |
Weighted Common Shares Outstanding |
Unadjusted Burn Rate |
Adjusted Burn Rate | ||||||||||||||||||||||||||||||||
| 2020 |
0 | 470,147 | 0 | 470,147 | 1,175,368 | 306,613,197 | 0.15 | % | 0.38% | |||||||||||||||||||||||||||||||
| 2019 |
20,000 | 350,334 | 0 | 370,334 | 895,835 | 299,415,397 | 0.12 | % | 0.30% | |||||||||||||||||||||||||||||||
| 2018 |
140,000 | 304,400 | 0 | 444,400 | 901,000 | 293,640,500 | 0.15 | % | 0.31% | |||||||||||||||||||||||||||||||
| Three-year Average |
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0.14 | % | 0.33% | |||||||||||||||||||
(1) The adjusted total is derived by multiplying the number of time-based RSUs and earned performance awards by the Institutional Shareholder Services’ options-equivalent multiplier of 2.5 to provide more equivalent valuation between stock options and full value shares.
Overhang and Dilution: The estimated overhang, based on outstanding equity-based awards (1,741,837) and shares remaining available under the 2012 Incentive Plan (1,417,627), and the estimated dilution, based on outstanding equity-based awards plus the new requested shares (8,500,000), are approximately 1.0% and 3.7%, respectively, as of December 31, 2020. There are currently 1,090,300 options and 651,537 RSUs outstanding. The remaining common shares available for future awards under the 2012 Incentive Plan as of the effective date of the 2021 Incentive Plan and the number of common shares related to awards outstanding under the 2012 Incentive Plan as of the effective date that later terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such common shares and become available for issuance under the 2021 Incentive Plan will be available under the 2021 Incentive Plan as of its effective date. See the table below for the reconciliation of our outstanding equity-based awards, broken out by share options, RSUs and performance-based RSUs.
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|
Share Options |
RSUs |
Performance-Based RSUs |
Total | ||||||||||||||||
| Balance as of December 31, 2019 |
1,529,800 | 599,109 | 0 | 2,128,909 | ||||||||||||||||
| Granted in 2020 |
0 | 470,147 | 0 | 470,147 | ||||||||||||||||
| Balance as of December 31, 2020 |
1,090,300 | 651,537 | 0 | 1,741,837 | ||||||||||||||||
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The following table shows the fees billed to the company by EY for audit and other services provided for fiscal years 2020 and 2019:
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2020 | 2019 | ||||||
| Audit fees (1) |
$ | 1,439,366 | $ | 1,416,009 | ||||
| Audit-related fees (2) |
$ | 2,740 | $ | 1,995 | ||||
| Tax fees |
– | – | ||||||
| All other fees (3) |
$ | 75,000 | – | |||||
| Total |
$ | 1,517,106 | $ | 1,418,004 | ||||
(1) Audit fees represent fees for professional services provided in connection with the integrated audit of the company’s annual financial statements and internal control over financial reporting, review of the quarterly financial statements included in the company’s quarterly reports on Form 10-Q and other professional services in connection with the company’s registration statements, securities offerings and audits of financial statements of certain acquired assets.
(2) Audit-related fees include fees for access to EY’s online accounting research tools.
(3) All other fees include fees for professional services provided in connection with a customer segmentation analysis in 2020.
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Share Ownership of 5% or Greater Beneficial Owners
The following table sets forth information regarding the beneficial ownership of our common shares and common shares into which units in American Homes 4 Rent, L.P., our operating partnership (“OP units”), may be exchangeable by each person known by us to be the beneficial owner of 5% or more of our common shares and OP units as of December 31, 2020.
| Name and Address |
Number of Common Shares Beneficially Owned (1) |
Number of Common Shares and OP Units Beneficially Owned (2) |
Percentage of All Common Shares |
Percentage of All Owned (2) | ||||
| The Vanguard Group Malvern, PA 19355 (3) |
38,710,680 |
38,710,680 |
12.22% |
10.51% | ||||
| JPMorgan Chase & Co. 383 Madison Avenue New York, NY 10017 (4) |
22,612,805 |
22,612,805 |
7.14% |
6.14% | ||||
| BlackRock, Inc. 55 East 52nd Street New York, NY 10055 (5) |
22,003,185 |
22,003,185 |
6.95% |
5.97% | ||||
| Tamara Hughes Gustavson c/o Malibu Management 22917 Pacific Coast Highway, Suite 300 Malibu, CA 90265 (6)(7) |
20,261,737 |
20,261,737 |
6.40% |
5.50% | ||||
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Principal Real Estate Investors, LLC 801 Grand Ave Des Moines, IA 50392 (8) |
19,451,957 |
19,451,957 |
6.14% |
5.28% | ||||
| B. Wayne Hughes c/o Malibu Management Malibu, CA 90265 (7) |
18,409,565 |
18,409,565 |
5.81% |
5.00% | ||||
| HF Investments 2010, LLC c/o Malibu Management Malibu, CA 90265 (9) |
6,645,581 |
54,765,472 |
2.10% |
14.87% | ||||
(1) Assumes a total of 316,021,385 Class A and 635,075 Class B common shares are outstanding as of December 31, 2020. All Class B common shares are held by HF Investments 2010, LLC (“HF LLC”).
(2) Assumes a total of 316,656,460 common shares and 51,726,980 OP units (which OP units may be redeemed for cash or, at our option, exchanged for our Class A common shares) are outstanding as of December 31, 2020, excluding OP units held by the company.
(3) This information is as of December 31, 2020 and is based on a Schedule 13G/A filed on February 10, 2021 by The Vanguard Group as investment advisor to report that it has shared voting power with respect to 780,564 Class A common shares, sole dispositive power with respect to 37,706,283 Class A common shares and shared dispositive power with respect to 1,004,397 Class A common shares.
(4) This information is as of December 31, 2020 and is based on a Schedule 13G filed on January 8, 2021 by JPMorgan Chase & Co. to report that it has sole voting power with respect to 20,219,460 Class A common shares and sole dispositive power with respect to 22,612,805 Class A common shares.
(5) This information is as of December 31, 2020 and is based on a Schedule 13G/A filed on January 29, 2021 by BlackRock, Inc. to report that it has sole voting power with respect to 20,479,919 Class A common shares and sole dispositive power with respect to 22,003,185 Class A common shares.
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(6) Includes 27,500 shares underlying stock options granted under the 2012 Incentive Plan that have vested or will vest within 60 days of December 31, 2020. Does not include any shares held by HF LLC which is comprised of trusts established by B. Wayne Hughes, for certain of his heirs, including the children of Ms. Gustavson. Shares held by HF LLC are reported separately in this table. Mr. Singelyn was the sole manager of HF LLC.
(7) Mr. Hughes co-founded the company with Mr. Singelyn and was Chairperson of the Board until May 2019. Ms. Gustavson is his daughter. The information is based on information contained in Form 4s filed by Mr. Hughes on December 1, 2020 and by Ms. Gustavson on May 7, 2020. Mr. Hughes and Ms. Gustavson have filed a joint Schedule 13D, as amended most recently on March 12, 2020, to report their collective ownership of Class A common shares and may constitute a “group” within the meaning of section 13(d)(3) of the Exchange Act, although each of these persons disclaims beneficial ownership of the Class A common shares owned by the others.
(8) This information is as of December 31, 2020 and is based on a Schedule 13G filed on February 16, 2021 by Principal Real Estate Investors, LLC to report that it has shared voting power with respect to 19,451,957 Class A common shares and shared dispositive power with respect to 19,451,957 Class A common shares.
(9) HF Investments 2010, LLC is comprised of trusts established by Mr. Hughes for certain of his heirs. Mr. Singelyn was the sole manager of HF LLC as of December 31, 2020. Mr. Singelyn resigned as sole manager of HF LLC as of February 15, 2021. As the sole manager of HF LLC, Mr. Singelyn had voting and dispositive power over the 54,765,472 common shares and OP units directly owned by HF LLC and may have been deemed to have beneficial ownership over such securities. Mr. Singelyn disclaims beneficial ownership of all common shares and OP units owned by HF LLC during the time he served as sole manager. HF LLC ownership interests disclaimed by Mr. Singelyn include:
(i) 6,010,506 Class A common shares;
(ii) 635,075 Class B common shares (for voting purposes, each Class B common share entitles the holder to 50 votes on all matters on which the holders of Class A common shares are entitled to vote); and
(iii) 48,119,891 Class A units issued by our operating partnership (“Class A units”).
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Share Ownership of Trustees and Management
The following table sets forth information, as of March 1, 2021, regarding the beneficial ownership of our common shares and common shares into which OP units may be exchangeable by (1) each of our executive officers, (2) each of our trustees and (3) all of our executive officers and trustees as a group. Except as otherwise indicated, each trustee and executive officer has sole voting and investment power over his or her shares.
| Name |
Number of Common Shares Beneficially Owned (1) |
Number of Common Shares and OP Units Beneficially Owned (2) |
Percentage of All Common Shares Beneficially Owned (1) |
Percentage of All OP Units Beneficially | ||||||||||||||||
| Kenneth M. Woolley (4) |
67,006 | 67,006 | * | * | ||||||||||||||||
| David P. Singelyn (3)(4) |
334,298 | 1,934,298 | * | * | ||||||||||||||||
| Douglas N. Benham (4) |
48,695 | 60,903 | * | * | ||||||||||||||||
| Jack Corrigan |
193,162 | 893,162 | * | * | ||||||||||||||||
| David Goldberg |
35,996 | 576,062 | * | * | ||||||||||||||||
| Tamara Hughes Gustavson (4)(5) |
20,261,737 | 20,261,737 | 6.39 | % | 5.50 | % | ||||||||||||||
| Matthew J. Hart (4) |
78,173 | 78,173 | * | * | ||||||||||||||||
| Michelle C. Kerrick |
– | – | – | – | ||||||||||||||||
| James H. Kropp (4) |
71,983 | 71,983 | * | * | ||||||||||||||||
| Christopher C. Lau (4) |
47,632 | 47,632 | * | * | ||||||||||||||||
| Bryan Smith (4) |
287,771 | 287,771 | * | * | ||||||||||||||||
| Lynn C. Swann |
13,000 | 13,000 | * | * | ||||||||||||||||
| Sara H. Vogt-Lowell (4) |
66,512 | 66,512 | * | * | ||||||||||||||||
| Winifred M. Webb (4) |
8,173 | 8,173 | * | * | ||||||||||||||||
| Jay Willoughby (4) |
8,173 | 8,173 | * | * | ||||||||||||||||
| Matthew R. Zaist |
3,985 | 3,985 | – | – | ||||||||||||||||
| All trustees and executive officers as a group (16 persons) (3)(4) |
21,526,296 | 24,378,570 | 6.79 | % | 6.61 | % | ||||||||||||||
* Represents less than 1.0%
(1) Includes shares of Class A and Class B common shares held of record or beneficially by members of the immediate family of executive officers of the company.
(2) Assumes 316,211,674 Class A common shares, 635,075 Class B common shares and 51,726,980 OP units (which OP units may be redeemed for cash or, at our option, exchanged for our Class A common shares) are outstanding as of March 1, 2021, excluding OP units held by the company.
(3) Mr. Singelyn has pledged 1,000,000 Class A partnership units and 175,000 Class A common shares.
(4) Includes the following vested share options granted under the 2012 Incentive Plan that have vested or will vest within 60 days of March 1, 2021: 25,000 for Mr. Singelyn, 267,500 for Mr. Smith, 7,500 for Mr. Lau, 40,000 for Ms. Vogt-Lowell, 57,500 for each of Messrs. Hart and Woolley, 47,500 for Mr. Kropp, 27,500 for Mr. Benham and Ms. Gustavson, and 5,000 for Ms. Webb and Mr. Willoughby.
(5) Includes 27,500 shares underlying stock options granted under the 2012 Incentive Plan that have vested or will vest within 60 days of March 1, 2021. Does not include any shares held by HF LLC, which is comprised of trusts established by B. Wayne Hughes for certain of his heirs, including the children of Ms. Gustavson. Ms. Gustavson disclaims any beneficial ownership of the shares and units held by HF LLC. HF LLC ownership interests include:
(i) 6,010,506 Class A common shares;
(ii) 635,075 Class B common shares issued (for voting purposes, each Class B common share entitles the holder to 50 votes on all matters on which the holders of Class A common shares are entitled to vote); and
(iii) 48,119,891 Class A units.
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Set forth below is certain information regarding each of our current executive officers, other than Messrs. Singelyn and Corrigan, whose biographical information is presented under “Biographical Information About Our Trustee Nominees.” Our executive officers are appointed annually by, and serve at the discretion of, the Board. There are no family relationships between any of the executive officers, and there is no arrangement or understanding between any executive officer and any other person pursuant to which the executive officer was selected.
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Christopher
C.
Age: 39 |
Chief Financial Officer
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Background
• American Homes 4 Rent, Chief Financial Officer (since 2018); Vice President, Senior Vice President and then Executive Vice President – Finance (2013-2018)
• National Rental Home Council, Member and Chair of the Finance Committee (since 2018)
• Deloitte & Touche LLP, Senior Manager, Real Estate M&A Advisory; Senior Manager, Real Estate Audit |
Education
• B.S. in Accounting, San Diego State University
• Certified Public Accountant (inactive) | |||
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Bryan Smith
Age: 47 |
Chief Operating Officer
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Background
• American Homes 4 Rent, Chief Operating Officer (since 2019); Executive Vice President and President of Property Management (2015-2019); Senior Vice President and Director of Property Management (2012-2015)
• American Homes 4 Rent Advisor, LLC (our former manager), Senior Vice President of Acquisitions
• Tax Review Group, Partner
• Watermark Group, Partner and Chief Financial Officer
• Deloitte & Touche LLP, Senior |
Education
• B.A. in Business Economics, University of California, Los Angeles
• M.B.A., UCLA Anderson School of Management
• Certified Public Accountant (inactive) | |||
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Sara H. Vogt-Lowell
Age: 45 |
Chief Legal Officer
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Background
• American Homes 4 Rent, Chief Legal Officer (since 2012)
• American Homes 4 Rent Advisor, LLC (our former manager), Chief Legal Officer
• Public Storage Canada and American Commercial Equities, General Counsel
• Latham & Watkins LLP, Member, Finance Department |
Education
• B.A. in Political Science, University of California, Los Angeles
• J.D., University of California, Berkeley
• Member of the California State Bar | |||
| 2021 Proxy Statement | 59 |
Table of Contents
Table of Contents
Compensation Philosophy, Objectives and Governance
The primary goal of our executive compensation program is to align the interests of our NEOs with those of our shareholders in a way that allows us to attract and retain the best executive talent. The Committee oversees the compensation of our NEOs, including setting base salaries, awarding annual cash incentives and granting equity awards. The following table highlights key features of our executive compensation program that demonstrate our ongoing commitment to promoting shareholder interests through sound compensation governance practices.
| What We Do |
What We Don’t Do | |
|
✓ DO require “double trigger” change in control benefits |
✘ NO compensation or incentives that encourage risk-taking reasonably likely to have a material adverse effect on the company | |
|
✓ DO seek to align pay and performance with a balanced mix of company and individual performance criteria tied to operational and strategic objectives (including diversity and inclusion and human capital management objectives) established at the beginning of the performance period by the Committee |
✘ NO tax gross-ups for any executive officers | |
|
✓ DO award a significant percentage of NEO total compensation in the form of equity which, starting in 2021, will include awards subject to multi-year, performance-based vesting based on absolute Core FFO and relative TSR goals |
✘ NO “single-trigger” change in control cash or equity payments | |
|
✓ DO have robust NEO stock ownership guidelines |
✘ NO re-pricing or buyouts of underwater stock options | |
|
✓ DO have a compensation clawback policy for executive compensation covering both cash and equity incentives |
✘ NO hedging 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 or special health and welfare plans to executives | |
Elements of Executive Officer Compensation
| Component |
Form | Objective and Explanation | ||
|
Salary |
Cash |
• Base level compensation, rewards day-to-day performance and standard job duties • Reflects level of responsibilities and experience/tenure | ||
|
Performance-Based Annual |
Cash |
• Designed to reward the achievement of specific, pre-established annual financial and operational objectives • 2020 performance objectives consisted of company, business unit and personal goals while 2021 performance objectives will only consist of company and personal goals • Committee has discretion to adjust performance criteria, including to address extraordinary events | ||
|
Equity Awards |
Service-based RSUs and performance-based RSUs |
• Provide alignment of interests with shareholders • Multi-year vesting periods aid in retention • Service-based RSUs further support retention as they retain some value and provide a retention incentive even during difficult market conditions, when we may need it most • Starting in 2021, performance-based RSUs will motivate executives to focus on sustained financial performance and long-term value creation | ||
| 2021 Proxy Statement | 61 |
Table of Contents
Performance-based Incentive Bonuses—2020 Performance Metrics and Targets
The 2020 incentive plan targets established by the Committee in February 2020 were:
| NEO |
Title | Target % of base salary | |||||
| David P. Singelyn |
Chief Executive Officer |
200% | |||||
| Jack Corrigan |
Chief Investment Officer |
125% | |||||
| Bryan Smith |
Chief Operating Officer |
125% | |||||
| Christopher C. Lau |
Chief Financial Officer |
125% | |||||
| Sara H. Vogt-Lowell |
Chief Legal Officer |
125% | |||||
| 62 | American Homes 4 Rent |
Table of Contents
Growth in Core FFO
The target Core FFO goal for 2020 was $1.19 per common share, an 8.2% increase over the 2019 target. The threshold, target and maximum bonus payable at the targets set by the Committee is set forth below. In the event the result achieved was between target levels in the chart, the bonus paid is adjusted accordingly.
| % of Bonus Paid |
Core FFO Goal | ||||
| 0% |
Less than $1.131 (less than 95%) | ||||
| 0-100% interpolated |
$1.131-$1.190 (95%-100%) | ||||
| 100-150% interpolated |
$1.190-$1.250 (100%-105%) | ||||
| 150% |
Greater than $1.250 (105%) | ||||
Same Home NOI
The Committee set the target for 2020 Same Home NOI growth as 3.3%, an increase over the 2019 target of 3.1%. The threshold, target and maximum bonus payable at the targets set by the Committee is set forth below. In the event the result achieved was between target levels in the chart, the bonus paid is adjusted accordingly.
| % of Bonus Paid |
Same Home NOI Growth | ||||
| 0% |
<2.8% | ||||
| 0-100% interpolated |
= or >2.8% and = or <3.3% | ||||
| 100-150% interpolated |
= or >3.3% and = or < 3.8% | ||||
| 150% |
= or >3.8% | ||||
Investment Production—Development and Acquisition
The following tables identify the development and acquisition goals established for Mr. Corrigan and the corresponding percentage of bonus earned. In the event the result achieved was between target levels in the chart, the bonus paid is adjusted accordingly. Since Mr. Corrigan’s ability to achieve these goals was dependent on the availability of capital, the Committee retained the discretion to adjust the targets as appropriate if capital was not available to acquire, build and deliver these levels of homes.
| % of Bonus Paid |
Development—Homes Delivered | ||||
| 0% |
Less than 1,538 (85%) | ||||
| 0-100% interpolated |
Between 1,538 and 1,810 (100%) | ||||
| 100-150% interpolated |
Between 1,810 and 2,082 (115%) | ||||
| 150% |
Greater than 2,082 | ||||
| % of Bonus Paid |
Homes Acquired | ||||
| 0% |
Less than 2,941 (85%) | ||||
| 0-100% interpolated |
Between 2,941 and 3,460 (100%) | ||||
| 100-150% interpolated |
Between 3,460 and 3,979 (115%) | ||||
| 150% |
Greater than 3,979 | ||||
| 2021 Proxy Statement | 63 |
Table of Contents
| 64 | American Homes 4 Rent |
Table of Contents
The following table reflects the adjustments made to the Core FFO and Same Home NOI growth goals and the related awards:
|
|
Result | % of Target Earned | Agreed Award % ** | ||||||||||||
| Core FFO * |
$1.2068 | 114.04% | 95% | ||||||||||||
| Same Home NOI Growth * |
3.86% | 150% | 95% | ||||||||||||
*As adjusted by the Committee. Reported 2020 results, which did not reflect any COVID-19 adjustments, were Core FFO of $1.1622 per share and Same Home NOI growth of 1.05%, and would have resulted in 52.94% and 0% earned, respectively.
** As discussed above, the Committee agreed to cap the amount of awards attributable to Core FFO and Same Home NOI growth at 95% of target. Also, due to the impact of COVID-19, the Committee exercised its discretion to award 95% for development deliveries and homes acquired.
The Committee determined that COVID-19 pandemic adjustments to business unit and personal goals were not necessary or appropriate, except that the operational efficiency computation was adjusted for COVID-19 expense impacts. After assessing 2020 NEO performance based on these business unit and personal goals, the Committee determined, taking into consideration the recommendation of Mr. Singelyn with respect to the other NEOs, that the NEOs had achieved target levels for their respective business unit and personal goals, except as noted in the table below.
2020 Performance-based Cash Incentive Awards
The following table details the target goal, the results described above, and corresponding cash incentive award for each NEO, as determined by the Committee:
| Company Goals |
David P. Singelyn |
Jack Corrigan |
Bryan Smith |
Christopher C. Lau |
Sara H. Vogt- Lowell |
| ||||||||||||||||||||||||
|
Target
%
|
Target
%
|
Target
%
|
Target
%
|
Target
%
|
||||||||||||||||||||||||||
| Core Funds from Operations |
|
50 |
% |
|
45 |
% |
|
20 |
% |
|
40 |
% |
|
60 |
% |
|
|
| ||||||||||||
|
|
47.50 |
% |
|
42.80 |
% |
|
19 |
% |
|
38 |
% |
|
57 |
% |
|
|
| |||||||||||||
| Same Home Core NOI after Capital Expenditures |
|
25 |
% |
|
– |
|
40 |
% |
|
20 |
% |
|
– |
|
|
| ||||||||||||||
|
|
23.75 |
% |
|
– |
|
38 |
% |
|
19 |
% |
|
– |
|
|
| |||||||||||||||
| Investment production-development |
|
– |
|
10 |
% |
|
– |
|
– |
|
– |
|
|
| ||||||||||||||||
|
|
– |
|
9.50 |
% |
|
– |
|
– |
|
– |
|
|
| |||||||||||||||||
| Investment production-total acquisition |
|
– |
|
10 |
% |
|
– |
|
– |
|
– |
|
|
| ||||||||||||||||
|
|
– |
|
9.50 |
% |
|
– |
|
– |
|
– |
|
|
| |||||||||||||||||
| 2021 Proxy Statement | 65 |
Table of Contents
| Company Goals |
David P. Singelyn |
Jack Corrigan |
Bryan Smith |
Christopher C. Lau |
Sara H. Vogt- Lowell |
| ||||||||||||||||||||||||
|
Target
%
|
Target
%
|
Target
%
|
Target
%
|
Target
%
|
| |||||||||||||||||||||||||
| Business and Personal Goals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
| Strategic plan |
|
10 |
% |
|
– |
|
– |
|
– |
|
– |
|
|
| ||||||||||||||||
|
|
10 |
% |
|
– |
|
– |
|
– |
|
– |
|
|
| |||||||||||||||||
| Operational efficiency |
|
– |
|
10 |
% |
|
10 |
% |
|
– |
|
– |
|
|
| |||||||||||||||
|
|
– |
|
10 |
% |
|
9.91 |
% |
|
– |
|
– |
|
|
| ||||||||||||||||
| Investment yields |
|
– |
|
10 |
% |
|
– |
|
– |
|
– |
|
|
| ||||||||||||||||
|
|
– |
|
10 |
% |
|
– |
|
– |
|
– |
|
|
| |||||||||||||||||
| New business lines |
|
– |
|
– |
|
10 |
% |
|
10 |
% |
|
10 |
% |
|
|
| ||||||||||||||
|
|
– |
|
– |
|
10 |
% |
|
10 |
% |
|
10 |
% |
|
|
| |||||||||||||||
| Succession planning |
|
– |
|
– |
|
5 |
% |
|
5 |
% |
|
15 |
% |
|
|
| ||||||||||||||
|
|
– |
|
– |
|
5 |
% |
|
5 |
% |
|
15 |
% |
|
|
| |||||||||||||||
| Balance sheet |
|
– |
|
– |
|
– |
|
10 |
% |
|
– |
|
|
| ||||||||||||||||
|
|
– |
|
– |
|
– |
|
10 |
% |
|
– |
|
|
| |||||||||||||||||
| ESG |
|
10 |
% |
|
10 |
% |
|
10 |
% |
|
10 |
% |
|
10 |
% |
|
|
| ||||||||||||
|
|
10 |
% |
|
10 |
% |
|
10 |
% |
|
10 |
% |
|
10 |
% |
|
|
| |||||||||||||
| Personal |
|
5 |
% |
|
5 |
% |
|
5 |
% |
|
5 |
% |
|
5 |
% |
|
|
| ||||||||||||
|
|
5 |
% |
|
5 |
% |
|
5 |
% |
|
5 |
% |
|
5 |
% |
|
|
| |||||||||||||
| Total Target Award |
|
100 |
% |
|
100 |
% |
|
100 |
% |
|
100 |
% |
|
100 |
% |
|
|
| ||||||||||||
| $ |
1,140,000 |
$ |
712,500 |
$ |
562,500 |
$ |
562,500 |
$ |
437,500 |
|
|
| ||||||||||||||||||
| % Achieved Bonus Award |
|
96.3 |
% |
|
96.8 |
% |
|
96.9 |
% |
|
97.0 |
% |
|
97.0 |
% |
|
|
| ||||||||||||
| $ |
1,097,250 |
|
$ |
689,345 |
|
$ |
545,119 |
|
$ |
545,625 |
|
$ |
424,375 |
|
|
|
| |||||||||||||
| 66 | American Homes 4 Rent |
Table of Contents
| 2021 Proxy Statement | 67 |
Table of Contents
| 68 | American Homes 4 Rent |
Table of Contents
The company’s peer group is based on similarities in industry sector, size (capitalization and assets) and underlying business fundamentals. As noted above, in the second half of 2020 the Committee, based on the recommendation of Semler Brossy, revised the companies in the peer group to better reflect similarly-sized REITs. The new additions and deletions are indicated below.
| Name |
Property Focus | Headquarters | ||
| American Campus Communities, Inc. * |
Student Housing & Student Apartments | Austin, TX | ||
| Brixmor Property Group, Inc |
Open-air shopping centers | New York, NY | ||
| Camden Property Trust |
Multi-family | Houston, TX | ||
| Douglas Emmett, Inc. * |
Class-A office Buildings and Apartment | Santa Monica, CA | ||
| Duke Realty |
Industrial Properties | Indianapolis, IN | ||
| Essex Property Trust, Inc. |
Multi-family | San Mateo, CA | ||
| Extra Space Storage, Inc. * |
Self-Storage Properties | Salt Lake City, UT | ||
| Federal Realty Investment Trust * |
REIT—Shopping Centers | North Bethesda, MD | ||
| Host Hotels & Resorts, Inc. * |
REIT—Hotels | Bethesda, MD | ||
| Hudson Pacific Properties, Inc. * |
REIT—Creative Office and Studio Properties | Los Angeles, CA | ||
| Invitation Homes |
Single-family rental | Dallas, TX | ||
| Kilroy Realty Corporation * |
REIT—Premier Office Submarkets | Los Angeles, CA | ||
| Kimco Realty Corporation |
Open-air shopping centers | Jericho, NY | ||
| MGM Growth Properties LLC * |
REIT—Large-Scale Destination Entertainment and Leisure Resorts | Las Vegas, NV | ||
|
Mid-America Apartment Communities, Inc. * |
Multi-family | Germantown, TN | ||
| Park Hotels & Resorts, Inc. * |
REIT—Hotel Properties | Tysons, VA | ||
| Regency Centers Corporation |
Open-air shopping centers | Jacksonville, FL | ||
| Sun Communities, Inc. * |
REIT—Manufactured Home and RV Communities | Southfield, MI | ||
| UDR, Inc. |
Multi-family | Highlands Ranch, CO | ||
* Indicates newly added similarly-sized REIT.
Note: Apartment Investment and Management Company, Avalon Bay Communities, Inc. and Equity Residential were removed from the peer group.
| 2021 Proxy Statement | 69 |
Table of Contents
| 70 | American Homes 4 Rent |
Table of Contents
The following table provides compensation information for our Chief Executive Officer, Chief Financial Officer and the three other most highly compensated executive officers who were employed on December 31, 2020 (collectively, the “NEOs”).
| Name and Principal Position |
Year | Salary ($) |
Bonus ($) (1) |
Option Awards ($) (2) |
Stock Awards ($) (3) |
Non-Equity Incentive Plan Compensation ($) (1) |
All Other Compensation ($) (4) |
Total ($) | ||||||||||||||||||||||||||||||||
| David P. Singelyn Chief Executive Officer |
|
2020 |
|
570,000 |
|
– |
|
– |
|
1,650,000 |
|
1,097,250 |
|
24,400 |
|
3,341,650 |
||||||||||||||||||||||||
|
|
2019 |
|
550,000 |
|
– |
|
– |
|
– |
|
903,375 |
|
23,700 |
|
1,477,075 |
|||||||||||||||||||||||||
|
|
2018 |
|
450,000 |
|
– |
|
– |
|
– |
|
– |
|
23,000 |
|
473,000 |
|||||||||||||||||||||||||
| Jack Corrigan Chief Investment Officer |
|
2020 |
|
570,000 |
|
– |
|
– |
|
1,312,500 |
|
689,345 |
|
17,900 |
|
2,589,745 |
||||||||||||||||||||||||
|
|
2019 |
|
525,000 |
|
– |
|
– |
|
– |
|
676,594 |
|
17,450 |
|
1,219,044 |
|||||||||||||||||||||||||
|
|
2018 |
|
425,000 |
|
– |
|
– |
|
– |
|
– |
|
17,000 |
|
442,000 |
|||||||||||||||||||||||||
| Bryan Smith Chief Operating Officer |
|
2020 |
|
450,000 |
|
– |
|
– |
|
937,500 |
|
545,119 |
|
17,650 |
|
1,950,269 |
||||||||||||||||||||||||
|
|
2019 |
|
375,000 |
|
– |
|
– |
|
684,000 |
|
411,750 |
|
17,450 |
|
1,488,200 |
|||||||||||||||||||||||||
|
|
2018 |
|
300,000 |
|
33,750 |
|
30,320 |
|
485,000 |
|
186,525 |
|
17,000 |
|
1,052,595 |
|||||||||||||||||||||||||
| Christopher C. Lau Chief Financial Officer |
|
2020 |
|
450,000 |
|
– |
|
– |
|
875,000 |
|
545,625 |
|
11,400 |
|
1,882,025 |
||||||||||||||||||||||||
|
|
2019 |
|
350,000 |
|
– |
|
– |
|
684,000 |
|
376,600 |
|
11,200 |
|
1,421,800 |
|||||||||||||||||||||||||
|
|
2018 |
|
300,000 |
|
33,750 |
|
30,320 |
|
485,000 |
|
186,525 |
|
11,000 |
|
1,046,595 |
|||||||||||||||||||||||||
| Sara H. Vogt-Lowell Chief Legal Officer |
|
2020 |
|
350,000 |
|
– |
|
– |
|
570,000 |
|
424,375 |
|
11,400 |
|
1,355,775 |
||||||||||||||||||||||||
|
|
2019 |
|
285,000 |
|
– |
|
– |
|
547,200 |
|
229,996 |
|
11,200 |
|
1,073,396 |
|||||||||||||||||||||||||
|
|
2018 |
|
260,000 |
|
29,250 |
|
30,320 |
|
388,000 |
|
161,655 |
|
11,000 |
|
880,225 |
|||||||||||||||||||||||||
| Stephanie G. Heim Chief Governance Officer (Former) |
|
2020 |
|
195,788 |
|
– |
|
– |
|
550,000 |
|
– |
|
754,950 |
|
1,500,738 |
||||||||||||||||||||||||
|
|
2019 |
|
275,000 |
|
– |
|
– |
|
547,200 |
|
221,926 |
|
11,200 |
|
1,055,326 |
|||||||||||||||||||||||||
|
|
2018 |
|
260,000 |
|
29,250 |
|
30,320 |
|
388,000 |
|
161,655 |
|
11,000 |
|
880,225 |
|||||||||||||||||||||||||
(1) The discretionary portion of cash incentive compensation is included in the “Bonus” column and amounts earned as a result of achievement of pre-established performance goals are included in the “Non-Equity Incentive Plan Compensation” column.
(2) The amounts in the “Option Awards” column reflect the grant date fair value of share options of $3.032 per share for 2018 awards. For a more detailed discussion of the assumptions used in valuing the awards, refer to Note 9 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2018.
(3) RSU awards valued at the closing share price on the NYSE of $27.69, $22.80 and $19.40 per share for Class A common shares on the date of grant for 2020, 2019 and 2018 grants, respectively.
(4) All Other Compensation consists of car allowance payments of $13,000, $12,500 and $12,000 for Mr. Singelyn, $6,500, $6,250 and $6,000 for Mr. Corrigan and $6,250, $6,250 and $6,000 for Mr. Smith for 2020, 2019 and 2018, respectively, and 401(k) plan contributions by the company of $11,400 to each named executive officer for 2020, $11,200 for 2019 and $11,000 for 2018. All Other Compensation for Ms. Heim includes $743,550 of a payment made to her pursuant to a settlement and release agreement that is attributable to severance.
| 2021 Proxy Statement | 71 |
Table of Contents
The following table sets forth certain information relating to grants of plan based awards to the named executive officers during the fiscal year ended December 31, 2020.
|
|
|
Estimated Future Payouts Under |
All Other Stock Awards: Number of Shares of Stock or Units (#) |
Grant Date Fair | ||||||||||||||||||||||||||
| Name |
Grant Date |
Threshold ($) (1) |
Target ($) (1) |
Maximum ($) (1) | ||||||||||||||||||||||||||
| David P. Singelyn |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
| RSU Award |
|
2/4/2020 |
|
– |
|
– |
|
– |
|
59,589 |
|
1,650,000 |
||||||||||||||||||
| Annual Incentive |
|
– |
|
– |
|
1,140,000 |
|
1,567,500 |
|
– |
|
– |
||||||||||||||||||
| Jack Corrigan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
| RSU Award |
|
2/4/2020 |
|
– |
|
– |
|
– |
|
47,400 |
|
1,312,500 |
||||||||||||||||||
| Annual Incentive |
|
– |
|
– |
|
712,500 |
|
944,063 |
|
– |
|
– |
||||||||||||||||||
| Bryan Smith |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
| RSU Award |
|
2/4/2020 |
|
– |
|
– |
|
– |
|
33,857 |
|
937,500 |
||||||||||||||||||
| Annual Incentive |
|
– |
|
– |
|
562,500 |
|
731,250 |
|
– |
|
– |
||||||||||||||||||
| Christopher C. Lau |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
| RSU Award |
|
2/4/2020 |
|
– |
|
– |
|
– |
|
31,600 |
|
875,000 |
||||||||||||||||||
| Annual Incentive |
|
– |
|
– |
|
562,500 |
|
731,250 |
|
– |
|
– |
||||||||||||||||||
| Sara H. Vogt-Lowell |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
| RSU Award |
|
2/4/2020 |
|
– |
|
– |
|
– |
|
20,586 |
|
570,000 |
||||||||||||||||||
| Annual Incentive |
|
– |
|
– |
|
437,500 |
|
568,750 |
|
– |
|
– |
||||||||||||||||||
| Stephanie G. Heim |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
| RSU Award |
|
2/4/2020 |
|
– |
|
– |
|
– |
|
19,863 |
|
550,000 |
||||||||||||||||||
| Annual Incentive |
|
– |
|
– |
|
387,500 |
|
503,750 |
|
– |
|
– |
||||||||||||||||||
(1) The amounts shown in these columns represent the range of possible annual cash incentive payouts based upon achievement of performance targets.
(2) Amounts reflect the fair value of RSUs computed as of the grant date. 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.
| 72 | American Homes 4 Rent |
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Outstanding Equity Awards at Fiscal Year End
The following table sets forth information for each named executive officer with respect to the outstanding unvested equity awards as of the fiscal year ended December 31, 2020.
| Name |
Number of Securities Underlying Unexercised Options Exercisable (#) (1) |
Number
of Securities Underlying Unexercised Options Un-exercisable (#) |
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) | ||||||||||||||||||||||||
| David P. Singelyn |
|
25,000 |
|
– |
$ |
15.00 |
|
11/20/2022 |
|
|
|
|
|
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,589 |
$ |
1,787,670 |
||||||||||||||
| Jack Corrigan |
|
– |
|
– |
|
– |
|
– |
|
47,400 |
$ |
1,422,000 |
||||||||||||||||||
| Bryan Smith |
|
100,000 |
|
– |
$ |
16.03 |
|
11/7/2023 |
|
|
|
|
|
| ||||||||||||||||
|
|
|
50,000 |
|
– |
$ |
16.62 |
|
2/6/2024 |
|
|
|
|
|
| ||||||||||||||||
|
|
|
50,000 |
|
– |
$ |
16.48 |
|
2/26/2025 |
|
|
|
|
|
| ||||||||||||||||
|
|
|
40,000 |
|
– |
$ |
14.00 |
|
2/25/2026 |
|
|
|
|
|
| ||||||||||||||||
|
|
|
15,000 |
|
5,000 |
$ |
23.38 |
|
2/23/2027 |
|
|
|
|
|
| ||||||||||||||||
|
|
|
5,000 |
|
5,000 |
$ |
19.40 |
|
2/22/2028 |
|
|
|
|
|
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73,857 |
$ |
2,215,710 |
||||||||||||||
| Christopher C. Lau |
|
– |
|
5,000 |
$ |
23.38 |
|
2/23/2027 |
|
|
|
|
|
| ||||||||||||||||
|
|
|
– |
|
5,000 |
$ |
19.40 |
|
2/22/2028 |
|
|
|
|
|
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70,350 |
$ |
2,110,500 |
||||||||||||||
| Sara H. Vogt-Lowell |
|
15,000 |
|
– |
$ |
14.00 |
|
2/25/2026 |
|
|
|
|
|
| ||||||||||||||||
|
|
|
15,000 |
|
5,000 |
$ |
23.38 |
|
2/23/2027 |
|
|
|
|
|
| ||||||||||||||||
|
|
|
2,500 |
|
5,000 |
$ |
19.40 |
|
2/22/2028 |
|
|
|
|
|
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51,086 | $ | 1,532,580 | |||||||||||||||
| Stephanie G. Heim |
|
– |
|
– |
|
– |
|
– |
|
– |
|
– |
||||||||||||||||||
(1) All option awards vest ratably over a period of four years from the date of grant (November 20, 2012 for grants that expire on November 20, 2022; November 7, 2013 for grants that expire on November 7, 2023; February 6, 2014 for grants that expire on February 6, 2024; 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 granted in 2020 vest in three annual installments beginning one year from the date of grant and RSUs granted prior to 2020 vest in four annual installments beginning one year from the date of grant.
(3) The value shown in this column assumes a price of $30.00 per share, the closing price for the company’s Class A common shares on the NYSE on December 31, 2020.
| 2021 Proxy Statement | 73 |
Table of Contents
Option Exercises and Stock Vested in 2020
The following table provides information about options exercised by and RSU awards vested for the named executive officers during the fiscal year ended December 31, 2020.
| Name |
Option Awards | Stock Awards | ||||||||||||||||||
| Number of Shares Acquired on Exercise (#) |
Value Realized on Exercise ($) |
Number of Shares Acquired on Vesting (#) |
Value Realized on Vesting ($) (1) | |||||||||||||||||
| David P. Singelyn |
– | – | – | – | ||||||||||||||||
| Jack Corrigan |
25,000 | $ | 372,000 | – | – | |||||||||||||||
| Bryan Smith |
100,000 | $ | 1,349,680 | 18,750 | $ | 539,438 | ||||||||||||||
| Christopher C. Lau |
30,000 | $ | 276,633 | 18,500 | $ | 531,105 | ||||||||||||||
| Sara H. Vogt-Lowell |
– | – | 13,500 | $ | 388,395 | |||||||||||||||
| Stephanie G. Heim |
13,750 | $ | 138,975 | 14,500 | $ | 416,025 | ||||||||||||||
(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 February 21, 2020, February 22, 2020 and February 23, 2020 for Messrs. Lau and Smith, Ms. Heim and Ms. Vogt-Lowell and February 25, 2020 for Mr. Lau and Ms. Heim.
| 74 | American Homes 4 Rent |
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| Name |
Value of Vesting of All Outstanding Unvested Options (1) |
Value of Vesting of All Outstanding Unvested Awards (2) |
Total | ||||||||||||
| David P. Singelyn |
– | $ | 1,787,670 | $ | 1,787,670 | ||||||||||
| Jack Corrigan |
– | $ | 1,422,000 | $ | 1,422,000 | ||||||||||
| Bryan Smith |
$ | 86,100 | $ | 2,215,710 | $ | 2,301,810 | |||||||||
| Christopher C. Lau |
$ | 86,100 | $ | 2,110,500 | $ | 2,196,600 | |||||||||
| Sara H. Vogt-Lowell |
$ | 86,100 | $ | 1,532,580 | $ | 1,618,680 | |||||||||
| Stephanie G. Heim |
– | – | – | ||||||||||||
(1) Represents the difference between the exercise price of options held by the executive and the closing price of the company’s Class A common shares on the NYSE on December 31, 2020 of $30.00.
(2) Represents the number of outstanding RSUs multiplied by the closing price of the company’s Class A common shares on December 31, 2020.
| 2021 Proxy Statement | 75 |
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| 76 | American Homes 4 Rent |
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| 2021 Proxy Statement | 79 |
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| 82 | American Homes 4 Rent |
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| 2021 Proxy Statement | 85 |
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| 86 | American Homes 4 Rent |
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|
Your vote is important: You are urged to vote the accompanying proxy card or voting instruction form and sign, date and return it in the enclosed pre-addressed postage-paid envelope at your earliest convenience, whether or not you currently plan to attend the meeting virtually.
|
| 2021 Proxy Statement | 87 |
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| 2021 Proxy Statement | A-i |
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| 10. Terms and Conditions of Restricted Shares, Restricted Share Units and Deferred Share Units |
|
A-11 |
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| 10.1 Grant of Restricted Shares, Restricted Share Units and Deferred Share Units. |
A-11 | |||
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| 10.5 Rights of Holders of Restricted Share Units and Deferred Share Units. |
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| 11. Terms and Conditions of Unrestricted Share Awards and Other Awards |
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| 14.4 Form and Timing of Payment of Performance-Based Awards. |
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| A-ii | American Homes 4 Rent |
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| 2021 Proxy Statement | A-iii |
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American Homes 4 Rent
2021 Equity Incentive Plan
| 2021 Proxy Statement | A-1 |
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| A-2 | American Homes 4 Rent |
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| 2021 Proxy Statement | A-3 |
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| A-4 | American Homes 4 Rent |
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| 2021 Proxy Statement | A-5 |
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| A-6 | American Homes 4 Rent |
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| 2021 Proxy Statement | A-7 |
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| A-8 | American Homes 4 Rent |
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| 2021 Proxy Statement | A-9 |
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| A-10 | American Homes 4 Rent |
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| 2021 Proxy Statement | A-11 |
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| A-12 | American Homes 4 Rent |
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| 2021 Proxy Statement | A-13 |
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| A-14 | American Homes 4 Rent |
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| 2021 Proxy Statement | A-15 |
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| A-16 | American Homes 4 Rent |
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| 2021 Proxy Statement | A-17 |
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| A-18 | American Homes 4 Rent |
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| 2021 Proxy Statement | A-19 |
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| A-20 | American Homes 4 Rent |
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| 2021 Proxy Statement | A-21 |
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| A-22 | American Homes 4 Rent |
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* * *
| 2021 Proxy Statement | A-23 |
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To record adoption of the Plan by the Board as of February 24, 2021, and approval of the Plan by the shareholders on [Date], 2021, the Company has caused its authorized officer to execute the Plan.
| AMERICAN HOMES 4 RENT |
| By: |
| Title: |
| A-24 | American Homes 4 Rent |
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| B-2 | American Homes 4 Rent |
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| 2021 Proxy Statement | B-3 |
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| B-4 | American Homes 4 Rent |
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PRELIMINARY COPY SUBJECT TO COMPLETION
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
| D37534-P49833 KEEP THIS PORTION FOR YOUR RECORDS | ||||
| — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — | ||||
| THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY | ||||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
Table of Contents
PRELIMINARY COPY SUBJECT TO COMPLETION
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Proxy Statement and Annual Report are available at www.proxyvote.com
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
D37535-P49833
AMERICAN HOMES 4 RENT
Annual Meeting of Shareholders
May 6, 2021 9:00 AM PT
This proxy is solicited by the Board of Trustees
The shareholder(s) hereby appoint(s) David P. Singelyn and Jack Corrigan, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the common shares of AMERICAN HOMES 4 RENT that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held online at 9:00 AM PT on May 6, 2021, at www.virtualshareholdermeeting.com/AMH2021, and any adjournment or postponement thereof. In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the meeting.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Trustees’ recommendations.
Continued and to be signed on reverse side