Proxy
Statement
Notice of Annual Meeting of Stockholders I May 15, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ |
Definitive Proxy Statement |
☐ |
Definitive Additional Materials |
☐ |
Soliciting Material Pursuant to § 240.14a-12 |
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required |
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Table of Contents
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Director Succession Planning and Board |
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Committees of the Board of Directors; Meetings of the Board of Directors and its Committees |
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Proposal No. 2—Ratification of Independent |
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Pre-Approval Policy for Services of |
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Proposal No. 3—Non-Binding Advisory Vote |
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Relationship Between Compensation |
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A-1 |
Web links throughout this document are provided for convenience only, and the content on the referenced
websites does not constitute a part of this Proxy Statement.
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2025 Proxy Statement |
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Proxy Statement
April 3, 2025
General Information
Why am I receiving these materials?
This Proxy Statement and related proxy materials are first being made available to stockholders of Invitation Homes Inc., a Maryland corporation (“Invitation Homes,” the “Company,” “we,” “our,” or “us”) on or about April 3, 2025, for use at our 2025 annual meeting of stockholders (the “Annual Meeting”) to be held on Thursday, May 15, 2025, at 11:30 a.m. Eastern Time, and any adjournments or postponements thereof. This year’s Annual Meeting will be a completely virtual meeting of stockholders. You are invited to attend the virtual Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/INVH2025. Proxies are being solicited by the Board of Directors of the Company (the “Board”) to give all stockholders of record at the close of business on March 20, 2025 (the “Record Date”), an opportunity to vote on matters properly presented at the Annual Meeting. The mailing address of our principal executive offices is Invitation Homes Inc., 5420 LBJ Freeway, Suite 600, Dallas, Texas 75240.
What am I voting on?
There are four proposals to be considered and voted on at the Annual Meeting:
Proposal 1: |
To elect the director nominees listed in this Proxy Statement. |
Proposal 2: |
To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025. |
Proposal 3: |
To approve, in a non-binding advisory vote, the compensation paid to our named executive officers. |
Proposal 4: |
To determine, in a non-binding advisory vote, the frequency of stockholder votes to approve executive compensation. |
Who is entitled to vote?
Stockholders as of the close of business on the Record Date may vote at the Annual Meeting or any postponement or adjournment thereof. As of the Record Date, there were 612,883,131 shares of our common stock outstanding. You have one vote for each share of common stock held by you as of the Record Date, including shares:
What constitutes a quorum?
The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting will constitute a quorum to transact business at the Annual Meeting. Stockholders who properly authorize a proxy but who instruct their proxy holder to abstain from voting on one or more matters are counted as present and entitled to vote for purposes of determining a quorum. Shares represented by “broker non-votes,”
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General Information
described below, that are present and entitled to vote at the Annual Meeting will be counted for purposes of determining a quorum.
What is a “broker non-vote”?
A broker non-vote occurs when shares held by a broker, bank, or other nominee are not voted with respect to a proposal because (1) the broker, bank, or other nominee has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker, bank, or other nominee lacks the authority to vote the shares at his/her discretion. Under current New York Stock Exchange (“NYSE”) interpretations that govern broker non-votes, Proposals 1, 3, and 4 are considered non-discretionary matters, and a broker, bank or other nominee will lack the authority to vote shares at his/her discretion on such proposals. Proposal 2 is considered a discretionary matter, and a broker, bank, or other nominee will be permitted to exercise his/her discretion. This means that, if you hold your shares in street name and do not provide voting instructions to your broker, bank, or other nominee, your shares will not be voted on Proposals 1, 3 and 4 but may be voted on Proposal 2 in the discretion of your broker, bank, or other nominee.
How many votes are required to approve each proposal?
With respect to the election of directors (Proposal 1), under our Amended and Restated Bylaws, effective as of May 17, 2023 (the “Bylaws”), directors are elected by a plurality vote, which means that the director nominees with the greatest number of votes cast, even if less than a majority, will be elected. There is no cumulative voting in the election of directors.
With respect to the ratification of our independent registered public accounting firm (Proposal 2), the approval, in a non-binding advisory vote, of the compensation paid to our named executive officers (Proposal 3), and the determination, in a non-binding advisory vote, of frequency of stockholder votes to approve executive compensation (Proposal 4), under our Bylaws, approval of each proposal requires a majority of the votes cast. With respect to Proposal 4, in the event that no option receives a majority of the votes cast, we will consider the option that receives the most votes to be the option selected by stockholders.
How are votes counted?
With respect to the election of directors (Proposal 1), you may vote “FOR” or “WITHHOLD” with respect to each nominee. Votes that are “withheld” will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a director, because directors are elected by plurality voting. Broker non-votes will not affect the outcome of this proposal.
With respect to the ratification of our independent registered public accounting firm (Proposal 2), you may vote “FOR,” “AGAINST,” or “ABSTAIN.” For Proposal 2, abstentions will not affect the outcome of this proposal; however, as this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal.
With respect to the approval, in a non-binding advisory vote, of the compensation paid to our named executive officers (Proposal 3), you may vote “FOR,” “AGAINST,” or “ABSTAIN.” For Proposal 3, abstentions and broker non-votes will not affect the outcome of this proposal.
With respect to the determination, in a non-binding advisory vote, of the frequency of stockholder votes to approve executive compensation (Proposal 4), you may vote “ONE YEAR,” “TWO YEARS,” “THREE YEARS,” or “ABSTAIN.” For Proposal 4, abstentions and broker non-votes will not affect the outcome of this proposal.
If you sign and submit your proxy card without voting instructions, your shares will be voted in accordance with the recommendation of the Board with respect to the proposals and in accordance with the discretion of the holders of the proxy with respect to any other matters that may be voted upon.
Who will count the votes?
Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and act as inspectors of election.
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How does the Board recommend that I vote?
Our Board recommends that you vote your shares as set forth below:
Proposal 1: |
To elect the director nominees listed in this Proxy Statement. |
“FOR” the election of each director nominee listed in this Proxy Statement.
Our Board unanimously believes that all of the director nominees listed in this Proxy Statement have the requisite qualifications to provide effective oversight of the Company’s business and management.
Proposal 2: |
To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025. |
“FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025.
Our Audit Committee and the Board believe that the retention of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025 is in the best interest of the Company and its stockholders.
Proposal 3: |
To approve, in a non-binding advisory vote, the compensation paid to our named executive officers. |
“FOR” the approval, on a non-binding advisory basis, of the compensation paid to our named executive officers.
We are seeking a non-binding advisory vote to approve, and our Board recommends that you approve, the 2024 compensation paid to our named executive officers, which is described in the section of this Proxy Statement titled “Executive Compensation—Compensation Discussion and Analysis.”
Proposal 4: |
To determine, in a non-binding advisory vote, the frequency of stockholder votes to approve executive compensation. |
“ONE YEAR,” on a non-binding advisory basis, with respect to how frequently stockholder votes to approve executive compensation should occur.
Our Board believes that an annual advisory vote on executive compensation is consistent with our policy of seeking input from our stockholders on corporate governance matters and our executive compensation philosophy, policies and practices even though it is not required by law, and unanimously recommends that you vote “One Year” with respect to how frequently non-binding advisory stockholder votes to approve executive compensation should occur.
How do I vote my shares without attending the Annual Meeting?
Your vote is important, and we encourage you to vote promptly. If you are a stockholder of record, you may vote your shares in the following ways:
By Internet—If you have Internet access, you may vote by going to www.proxyvote.com and by following the instructions on how to complete an electronic proxy card. You will need the control number included on your proxy card in order to vote by Internet.
By Telephone—If you have access to a touch-tone telephone, you may vote by dialing 1-800-690-6903 and by following the recorded instructions. You will need the control number included on your proxy card in order to vote by telephone.
By Mail—You may vote by mail by completing, signing and dating the enclosed proxy card where indicated and by mailing or otherwise returning the card in the envelope that has been provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as
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General Information
guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.
If you hold your shares in street name, you may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone, or by mail. Please refer to information from your broker, bank, or other nominee on how to submit voting instructions.
Internet and telephone voting facilities will close at 11:59 p.m. Eastern Time on May 14, 2025, and mailed proxy cards must be received no later than May 14, 2025.
When and where will the Annual Meeting be held?
Our Annual Meeting will be held at 11:30 a.m. Eastern Time, on Thursday, May 15, 2025, via live audio webcast, online at www.virtualshareholdermeeting.com/INVH2025. For information on how to attend the virtual Annual Meeting, see “General Information—How do I attend and vote my shares at the virtual Annual Meeting.”
How do I attend and vote my shares at the virtual Annual Meeting?
Our Board of Directors considers the appropriate format of the stockholder meeting on an annual basis. This year’s Annual Meeting will be a virtual meeting, conducted via live audio webcast. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/INVH2025. If you virtually attend the Annual Meeting, you can vote your shares electronically, and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/INVH2025. A summary of the information you need to attend the Annual Meeting via the Internet is provided below:
Whether you plan to attend the Annual Meeting or not, we encourage you to vote in advance over the Internet, by telephone, or mail so that your vote will be counted if you do not vote at the Annual Meeting.
Will I be able to participate in the virtual Annual Meeting on the same basis I would be able to participate in a live annual meeting?
The virtual meeting format for the Annual Meeting will enable full and equal participation by all our stockholders from any place in the world at little to no cost. Stockholders at the virtual-only meeting will have the same rights as at an in-person meeting, including the rights to vote and ask questions at the Annual Meeting. We believe that hosting a virtual meeting provides expanded access, improved communication, and cost savings for our stockholders and the Company. You may vote during the Annual Meeting by following the instructions that will be available on the Annual Meeting website at www.virtualshareholdermeeting.com/INVH2025 during the Annual Meeting.
In addition, the virtual format allows stockholders to ask questions of our Board or management during the live Q&A session of the Annual Meeting. At that time, we will answer questions as they come in, to the extent relevant to the business of the Annual Meeting, as time permits. In the event any pertinent questions cannot be answered during the Annual Meeting due to time constraints, such questions and management’s answers will be made publicly available on our investor relations website promptly after the virtual Annual Meeting. If there are matters of individual concern to a stockholder and not of general concern to all stockholders, we provide an opportunity for stockholders to contact our investor relations department separately at (844) 456-INVH (4684) or ir@invitationhomes.com.
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How can I ask questions at the virtual Annual Meeting?
If you wish to submit a question during the Annual Meeting, log into the Annual Meeting website at www.virtualshareholdermeeting.com/INVH2025, type your question into the “Ask a Question” field, and click “Submit.” As noted above, we will answer questions as they come in, to the extent relevant to the business of the Annual Meeting, as time permits. Consistent with our prior annual meetings, we kindly ask stockholders not to ask more than one question to allow us to answer questions from as many stockholders as possible. Questions from multiple stockholders on the same topic or that are otherwise related may be grouped, summarized, and answered together. Off-topic, personal, or other inappropriate questions will not be answered.
To be sure that all stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting, all of our Board members and executive officers are expected to join the Annual Meeting. If you want to participate in our Annual Meeting, but cannot submit your question using the Annual Meeting website, please contact our investor relations department at (844) 456-INVH (4684) or ir@invitationhomes.com for accommodations.
What can I do if I need technical assistance during the virtual Annual Meeting?
If you encounter any difficulties accessing or participating in the Annual Meeting, please call the technical support number that will be posted on the Annual Meeting log-in page at www.virtualshareholdermeeting.com/INVH2025. Technicians will be available to assist you.
If I can’t participate in the live Annual Meeting webcast, can I listen to it later?
The Annual Meeting will be recorded. A webcast playback will be available to the public at www.virtualshareholdermeeting.com/INVH2025 and under “Investor Relations”—“News & events”—“Events & presentations” on the Company’s website (www.invh.com) within approximately 24 hours after the completion of the Annual Meeting. No one attending the Annual Meeting via the webcast or telephone is permitted to use any audio recording device.
May I change my vote or revoke my proxy?
Yes. Whether you have authorized a proxy by Internet, telephone, or mail, if you are a stockholder of record, you may change your voting instructions or revoke your proxy by:
If you hold shares in street name, you may submit new voting instructions by contacting your broker, bank, or other nominee, or as otherwise provided in the instructions provided to you by your broker, bank, or other nominee.
Could other matters be decided at the Annual Meeting?
As of the date of this Proxy Statement, we are not aware of any matters that may be properly presented at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.
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General Information
Who will pay for the cost of this proxy solicitation?
We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by our directors, officers, and other Company associates (for no additional compensation) in person or by telephone, electronic transmission, and facsimile transmission. Brokers, banks, and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.
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PROPOSAL NO. 1
Election of Directors
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The Board of Directors unanimously recommends that you vote “FOR” the election of each director nominee. |
At present, the number of directors that comprise our Board is 11. At the recommendation of the Nominating and Corporate Governance Committee, effective as of the Annual Meeting, the Board set the number of directors that will comprise our Board at ten. Our Board has considered, and at the recommendation of the Nominating and Corporate Governance Committee, nominated each of the following nominees for a one-year term expiring at our annual meeting of stockholders to be held in 2026 (the “2026 Annual Meeting”) or until his or her successor is duly elected and qualifies or until his or her earlier death, resignation, retirement, disqualification or removal: Michael D. Fascitelli, Dallas B. Tanner, Jana Cohen Barbe, H. Wyman Howard III, Jeffrey E. Kelter, Kellyn Smith Kenny, Joseph D. Margolis, John B. Rhea, Frances Aldrich Sevilla-Sacasa, and Keith D. Taylor. Action will be taken at the Annual Meeting for the election of these nominees.
Our Board did not nominate Richard D. Bronson and Janice L. Sears, current members of our Board, to stand for re-election when their current terms expire at the Annual Meeting. We are grateful to have benefited from their expertise, valuable business insights and strong commitment to Invitation Homes and our stockholders. Mr. Bronson has agreed to serve as an advisor to our Company following the completion of his term as a director.
The Board, upon recommendation of the Nominating and Corporate Governance Committee, has nominated Kellyn Smith Kenny as a new director nominee to serve on our Board. The Board believes that Ms. Kenny is an excellent addition to the Board, further enhancing the diversity of backgrounds and expertise in the boardroom. Her nomination was informed by the Board’s continued focus on its composition and its annual evaluation process, which ensures the appropriate balance of skills, diversity, experience and tenure in light of our business needs. Mr. Howard, who joined our Board in October 2024, and Ms. Kenny were presented to the Nominating and Corporate Governance Committee for consideration by our Board members. See “Director Nomination Process” below for more information on our director nomination process.
All of the nominees have indicated that they will be willing and able to serve as directors, but, if any of them should decline or be unable to act as a director, the individuals designated in the proxy cards as proxies will exercise the discretionary authority provided to vote for the election of such substitute nominee selected by our Board, unless the Board alternatively acts to reduce the size of the Board or maintain a vacancy on the Board in accordance with our Bylaws. The Board has no reason to believe that any such nominees will be unable or unwilling to serve.
We believe that our director nominees bring an extraordinary wealth of experience, skills and backgrounds to the Board. Our Board plays a key role in guiding the purpose, and strategic direction of our Company. Their individual and collective expertise is essential to the execution of our long-term strategy and continuation of our position as a leading home leasing and management company. Learn more about each nominee to our Board under “—Nominees for Election to the Board of Directors in 2025.”
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Proposal No. 1: Election of Directors
Snapshot of 2025 Director Nominees
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Michael D. Fascitelli Owner and Principal, MDF Capital LLC; Managing Partner, Imperial Companies; Board of Trustees Member, Vornado Realty Trust; Co-founder, Radius Global Infrastructure, Inc.; Director, Quadro Partners Inc. |
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Dallas B. Tanner Chief Executive Officer, Invitation Homes; Director, Roots Management; Member, HOPE Global Board of Advisors; Member, the Policy Advisory Board of the Harvard Joint Center for Housing Studies; Member, Arizona State University Real Estate Advisory Board |
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Jana Cohen Barbe Director, The Boler Company; Senior Partner, Dentons (Retired) |
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H. Wyman Howard III Rear Adm., USN (Ret); Director, Bridger Aerospace Group Holdings, Inc.; Partner, Frontier Scientific Solutions; Senior Advisor, McKinsey & Co. |
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Jeffrey E. Kelter Founding Partner, KSH Capital; Chairman of the Board of Directors of Bridger Aerospace Group Holdings, Inc. |
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Kellyn Smith Kenny Chief Marketing and Growth Officer, AT&T Inc. |
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Joseph D. Margolis Chief Executive Officer, Extra Space Storage, Inc. |
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John B. Rhea Partner, Centerview Partners; Director, State Street Corporation |
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Frances Aldrich Sevilla-Sacasa Private Investor; Director, Camden Property Trust; Director, the Delaware Funds by Macquarie; Former Chief Executive Officer, Banco Itaú International |
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Keith D. Taylor Chief Financial Officer, Equinix, Inc.; Director, Yumpingo Ltd.; Director, Frozen Logistics, LLC |
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Proposal No. 1: Election of Directors
Director Nominees’ Qualifications and Background
Skills and Experience |
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Real Estate / Real Estate Investment Experience in real estate development, operations, investment, and asset management to guide our real estate finance and investment strategies. |
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Financial / Banking Financial acumen and experience to oversee the quality and integrity of our financial statements, capital structure, and financial strategy. |
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Risk Management Experience overseeing assessment and management of various forms of risk we face in our business. |
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Legal / Regulatory / Governance Valuable perspective on government regulations, complex legal matters, corporate responsibility, governance, sustainability, and public policy issues. |
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Operations Experience leading complex operations to help us optimize our business model. |
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Executive / Robust Leadership Strong strategic insights gained through multi-faceted and challenging business experiences and active leadership ability. |
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Digital, Technology, or Cybersecurity Experience Expertise regarding digital capabilities, technological transformation, artificial intelligence, and information security, based on executive-level experience in an industry driving digital and technological change or cybersecurity experience through prior professional experience (or a related certification/degree). |
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Years on Board (Avg. 4.9 years) |
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Gender Diversity (30%) |
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African American or Black (10%) |
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2025 Proxy Statement |
9 |
Proposal No. 1: Election of Directors
Nominees for Election to the Board of Directors in 2025
The following information describes the offices held, other business directorships, and the term of service of each director nominee. Beneficial ownership of equity securities of the director nominees is shown under “Ownership of Securities” below. The biographical description for each nominee below includes the specific experience, qualifications, attributes, and skills that led to the conclusion by the Board that such person should serve as a director.
Age: 68 Director Since: 2017 Independent Committees: Chairperson of the Board of Directors Skills and Qualifications:
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Michael D. Fascitelli
Mr. Fascitelli has served on our Board since November 2017 and was appointed the Chairperson of the Board in May 2021. Prior to the merger with Starwood Waypoint Homes (“SWH”) in November 2017, from January 2016 to November 2017, Mr. Fascitelli served on the Board of SWH and, from January 2014 to January 2016, served on the Board of Starwood Waypoint Residential Trust (“SWAY”), SWH’s predecessor. Since June 2013, Mr. Fascitelli has been the owner and principal of MDF Capital LLC, a private investment firm. Mr. Fascitelli is also a co-founder and a Managing Partner of Imperial Companies, a real estate investment and development company. Mr. Fascitelli has served as member of the Board of Trustees of Vornado Realty Trust (NYSE: VNO) since 1996. He served as the President of Vornado Realty Trust from 1996 to April 2013 and its Chief Executive Officer from May 2009 to April 2013. Mr. Fascitelli served as the President of Alexander’s Inc., a real estate investment trust and an affiliate of Vornado Realty Trust, from December 1996 to April 2013. Prior to joining Vornado Realty Trust in 1996, Mr. Fascitelli was a partner at Goldman Sachs & Co., an investment banking firm, in charge of its real estate practice since 1992. Mr. Fascitelli is also the Co-founder and a former Co-Chairman of Radius Global Infrastructure, Inc. (NASDAQ: RADI), one of the largest international aggregators of rental streams underlying wireless sites through the acquisition and management of ground, tower, rooftop, and in-building cell site leases. Since December 2014, Mr. Fascitelli has served as Chair of the Investment Committee, Senior Advisor and Board Member of Quadro Partners Inc. (formerly Cadre), a private online real estate investment platform. He serves as a Board member of The Rockefeller University, Urban Land Institute, and a former Board member of Child Mind Institute and the University of Rhode Island Foundation. He is currently a member of the University of Rhode Island Board of Trustees. Mr. Fascitelli is a former Commissioner of the Port Authority of New York and New Jersey and a past Chairman of the Wharton Real Estate Center where he served on the executive committee.
Our Board considered Mr. Fascitelli’s long and successful track record in various leadership roles including his executive experience as President and Chief Executive Officer of Vornado Realty Trust and his extensive knowledge of and experience in the real estate industry, which the Board believes provide us with valuable experience and insight. Additionally, our Board considered Mr. Fascitelli’s broad experience with corporate governance, risk management, and business strategy as a director of several public and private companies. |
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Proposal No. 1: Election of Directors
Age: 44 Director Since: 2019 Committees: Investment and Finance Committee Skills and Qualifications:
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Dallas B. Tanner
Mr. Tanner has served as our Chief Executive Officer (“CEO”) and a Board member since January 2019. As a founding member of our Company’s business, Mr. Tanner was at the forefront of creating the single-family rental industry. He initially served as Executive Vice President and Chief Investment Officer from the Company’s founding in April 2012 until January 2019, as well as interim President from August 2018 to January 2019, and as President and CEO from January 2019 to February 2023. Prior to the initial public offering of the Company in February 2017, he served on the Boards of the Company’s predecessor entities. Mr. Tanner has more than 20 years of real estate experience through the establishment of numerous real estate platforms. In 2005, he founded Treehouse Group, for which he privately sourced funds for platform investments, including single-family homes, multifamily properties, manufactured housing, residential land, bridge financing, and property management. Mr. Tanner currently serves as a Board member of Roots Management, a manufactured housing platform with 40,000+ homes that operates in 22 states. He also is a member of the HOPE Global Board of Advisors, the Policy Advisory Board of the Harvard Joint Center for Housing Studies, Arizona State University Real Estate Advisory Board, and the Real Estate Roundtable. Mr. Tanner is named a Henry Crown Fellow by the Aspen Institute. He is actively involved in American Indian Services and served as a missionary in the Netherlands and Belgium.
Our Board considered Mr. Tanner’s extensive hands-on experience in real estate investment, including the establishment of numerous real estate platforms, and as a founding member of our business, experience managing day-to-day operations of our Company and his prior executive positions. Mr. Tanner’s role as our CEO brings management perspective to Board deliberations and provides valuable information about the status of our day-to-day operations. |
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Age: 62 Director Since: 2018 Independent Committees: Audit Committee Nominating and Corporate Governance Committee Skills and Qualifications:
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Jana Cohen Barbe
Ms. Barbe has served on our Board since November 2018. Ms. Barbe also serves as an independent Director of The Boler Company, a family enterprise, and the owner of Hendrickson International, a primary supplier of suspensions and related systems to North American heavy-duty truck and trailer manufacturers and to most manufacturers worldwide. Since 2021, Ms. Barbe has also acted as a strategic business advisor to private equity firms, financial institutions and others on matters relating to affordable housing. Prior to 2021, Ms. Barbe was a partner at Dentons, the largest law firm in the world (and its predecessor firms) where for more than 25 years she advised many of the world's leading financial institutions and insurance companies on highly regulated affordable housing and community development investments while also serving in multiple leadership roles including as Global Vice Chair, Global Real Estate Practice Chair, and Chair of the Global Financial Institutions Sector of the law firm. Ms. Barbe was honored for her lasting contributions to the legal profession by Corporate Counsel and Inside Counsel magazines when they awarded her the 2019 Women, Influence & Power Lifetime Achievement Award. Ms. Barbe is a past Chairperson of the Board of Thresholds, Illinois' oldest and largest provider of housing and supportive services for individuals with severe and persistent mental illnesses, and remains a Life Director of Thresholds. Ms. Barbe is also a past Chairperson of the Board of Advisors of Catalyst, Inc., the much-acclaimed international women’s advocacy organization. Ms. Barbe has earned the CERT Certificate in Cybersecurity Oversight for board members from NACD and the CERT Division of the Software Engineering Institute of Carnegie Mellon University.
Our Board considered Ms. Barbe’s real estate and finance background, including her chairing Dentons’ Real Estate Practice and Financial Institutions Sector, her expertise in transactional, operational, and regulatory matters including affordable housing and community development, strategic vision, and her risk management experience, which are a complement to the skills and qualifications of our directors. The Board also considered Ms. Barbe’s leadership in strategic implementation of corporate social responsibility initiatives. |
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2025 Proxy Statement |
11 |
Proposal No. 1: Election of Directors
Age: 56 Director Since: 2024 Independent Committees: Audit Committee Nominating and Corporate Governance Committee Skills and Qualifications:
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H. Wyman Howard III
Mr. Howard has served on the Board since October 2024. Mr. Howard retired from the U.S. Navy in September 2022 as Rear Admiral (Upper Half) after over 32 years of service in Naval Special Warfare and Joint Special Operations. He has had multiple tours in command of Special Operations Joint Task Forces and was among the first to deploy into Afghanistan following the attacks on September 11, 2001. The combat contributions of the teams Mr. Howard commanded, and with whom he served, were recognized with five Presidential Unit Citations, a Navy Unit Commendation medal, and four Joint Meritorious Unit Awards. Mr. Howard’s joint, interagency, and intelligence experience include service as the second Director of Operations for the National Geospatial-Intelligence Agency in 2016, Commander, Special Operation Command Central from 2018-2020, and as the Commander, Naval Special Warfare Command, from 2020 to 2022, which are equivalent leadership roles of a Chief Operating Officer and Chief Executive Officer, respectively. Mr. Howard also serves on the board of Bridger Aerospace Group Holdings, Inc. (NASDAQ: BAER), an aerial wildfire suppression and aerospace services company. Mr. Howard is a Frontier Scientific Solutions partner, a provider of life sciences supply chain solutions, a McKinsey & Co. Senior Advisor, and an advisor to a portfolio of Advanced Industry sector companies. Mr. Howard holds a Professional Certificate in Artificial Intelligence and Business Strategy from the Massachusetts Institute of Technology’s Computer Science and Artificial Intelligence Laboratory.
Our Board considered Mr. Howard's distinctive leadership at the strategic, operational, and tactical levels and his unique sensitivity to strategic risks and a deep set of interagency and governmental relationships. His deep experience in risk mitigation, cyber threats, and innovative security solutions, and strong understanding of the key strategic challenges and opportunities, make him well-positioned to oversee strategic planning, operations, and logistics and to protect and advance organizational resilience in an ever-evolving landscape. |
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Age: 70 Director Since: 2017 Independent Committees: Investment and Finance Committee (Chairperson) Nominating and Corporate Governance Committee Skills and Qualifications:
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Jeffrey E. Kelter
Mr. Kelter has served on our Board since November 2017. From January 2016 to November 2017, Mr. Kelter served on the Board of SWH and, from January 2014 to January 2016, served on the Board of SWAY. Mr. Kelter is a Co-Founder and has been a Partner of KSH Capital since 2015. KSH Capital provides real estate entrepreneurs with capital and expertise to grow their platforms. Prior to founding KSH Capital, Mr. Kelter was the Founding Partner and Chief Executive Officer of KTR Capital Partners from 2005 to 2015, a leading private equity real estate investment and operating company focused on industrial properties throughout North America. KTR Capital Partners and its commingled investment funds were sold in May 2015 to a joint venture of Prologis, Inc. (NYSE: PLD) and Norges Bank Investment Management. Prior to founding KTR Capital Partners, from 1997 to 2004, Mr. Kelter was President, Chief Executive Officer and served on the Board of Trustees of Keystone Property Trust, an industrial real estate investment trust (“REIT”). Mr. Kelter founded the predecessor to Keystone Property Trust in 1982, and took the company public in 1997, where he and the management team directed its operations until its sale in 2004. Prior to forming Keystone Property Trust, he served as President and Chief Executive Officer of Penn Square Properties, Inc., a real estate company which he founded in 1982. Mr. Kelter serves as Chairman of the Board of Directors of Bridger Aerospace Group Holdings, Inc. (NASDAQ: BAER), serves on the Northwell Health Cancer Institute Advisory Council, and he is a trustee of The Urban Land Institute and Cold Spring Harbor Laboratory. Mr. Kelter formerly served as a trustee at Westminster School and Trinity College and formerly served on the Board of Gramercy Property Trust (NYSE: GPT) from 2015 to 2018.
Our Board considered Mr. Kelter’s management leadership and governance experience as President and Chief Executive Officer of Keystone and Penn Square and his extensive experience of over 20 years in commercial real estate. Our Board also considered Mr. Kelter’s deep experience and strong understanding of the key strategic challenges and opportunities of running a REIT. |
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Proposal No. 1: Election of Directors
Age: 47 Director Since: Nominee Independent Skills and Qualifications:
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Kellyn Smith Kenny
Ms. Kenny serves as the Chief Marketing and Growth Officer of AT&T, responsible for accelerating customer acquisition, increasing customer lifetime value, and strengthening AT&T’s premium position. She oversees digital, advertising, brand, media and sponsorships, market research and insights, competitive and customer intelligence, and growth products. Prior to AT&T, Ms. Kenny served as the global Chief Marketing Officer at Hilton Worldwide, where she led marketing for the company’s 18 trading brands, and the Hilton Honors loyalty program with over 100 million members. Before Hilton, Ms. Kenny held senior positions at Uber Technologies, Capital One Financial, and Microsoft Corporation. Ms. Kenny serves as Chair Emeritus of the Mobile Marketing Association, a marketing trade association, as an Executive Committee Member for AdCouncil, and as a Board Member for the Association of National Advertisers. She is among a select class of leaders to be named a Henry Crown Fellow by the Aspen Institute. Ms. Kenny has been recognized for marketing innovation, effectiveness, and leadership by Forbes, Adweek, and more. Her marketing and advertising campaigns have won multiple EFFIE Awards, CLIOs, Cannes Lions, and SHORTY Awards.
Ms. Kenny was nominated to serve on our Board because of her considerable leadership and operating experience and expertise in developing key corporate strategies with important insights and perspectives with respect to marketing, growth, and long-range planning, which is invaluable to our efforts to develop innovative marketing solutions. Ms. Kenny's experience at trusted national brands provides her a deep understanding of consumer experiences and insights. |
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Age: 64 Director Since: 2020 Independent Committees: Compensation and Management Development Committee Investment and Finance Committee Skills and Qualifications:
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Joseph D. Margolis
Mr. Margolis has served on our Board since May 2020. Mr. Margolis is a member of the Board of Directors and the Chief Executive Officer of Extra Space Storage, Inc. (NYSE: EXR). He has held this position since January 1, 2017. Previously, he served as Executive Vice President and Chief Investment Officer of Extra Space Storage, Inc. from July 2015 until December 31, 2016. From 2011 until July 2015, he was Senior Managing Director and Partner at Penzance Properties, a vertically integrated owner, operator and developer of office and other properties in the Washington, D.C. metro area. Previously, Mr. Margolis was a co-founding partner of Arsenal Real Estate Funds, a private real estate investment management firm, from 2004 through 2011. Before forming Arsenal in 2004, from 1992 to 2004, Mr. Margolis held senior positions at Prudential Real Estate Investors in portfolio management, capital markets and as General Counsel. Before that, Mr. Margolis worked for The Prudential Insurance Company of America as in-house real estate counsel from 1988 through 1992, and as a real estate associate at the law firm of Nutter, McClennen & Fish from 1986 through 1988.
Our Board considered Mr. Margolis’ extensive finance and real estate experience and senior executive experience in dealing with complex management, financial, risk assessment, business, and governance issues, which enable him to provide us with business leadership and financial expertise. Mr. Margolis’ extensive experience and instrumental role in developing key corporate strategies provide important insights and perspectives with respect to growth and long-range planning. |
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2025 Proxy Statement |
13 |
Proposal No. 1: Election of Directors
Age: 59 Director Since: 2015 Independent Committees: Compensation and Management Development Committee Investment and Finance Committee Skills and Qualifications:
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John B. Rhea
Mr. Rhea has served on our Board since January 2017 and, prior to our initial public offering, from October 2015 to January 2017, served on the Boards of the Company’s predecessor entities. Since September 2020, Mr. Rhea has been a partner at Centerview Partners, an independent investment banking advisory firm. In March 2021, Mr. Rhea was elected to the Board of Directors of State Street Corporation (NYSE:STT), one of the world’s leading providers of financial services to institutional investors, including investment servicing, investment management and investment research and trading. Mr. Rhea served as Senior Advisor and President, Corporate Finance & Capital Markets at Siebert Williams Shank & Co., LLC, a full-service investment banking firm, from June 2017 to September 2020. Mr. Rhea is also Managing Partner of RHEAL Capital Management, LLC, a real estate development and investment firm he founded in March 2014, specializing in affordable and market rate housing, public private partnerships, and acquisition and repositioning of commercial real estate in urban communities. Mr. Rhea previously served as a Senior Advisor to The Boston Consulting Group, a worldwide management consulting firm from July 2014 to September 2017. From May 2009 to January 2014, Mr. Rhea was a senior appointee of Michael R. Bloomberg, Mayor of the City of New York, where he served as Chairman and Chief Executive Officer of the New York City Housing Authority, the largest public housing authority in North America. Prior to his service with the Bloomberg Administration, Mr. Rhea was Managing Director and Co-Head of Consumer and Retail investment banking at Barclays Capital (and its predecessor firm Lehman Brothers) from May 2005 to April 2009. Previously, Mr. Rhea served as Managing Director at JPMorgan Chase & Co. from May 1997 to April 2005. Earlier in his career, Mr. Rhea worked at PepsiCo, Inc. and The Boston Consulting Group. Mr. Rhea has served on and chaired several non-profit boards and is currently a director of Red Cross Greater New York and University of Detroit Jesuit High School.
Our Board considered Mr. Rhea’s significant experience in our industry, including in development and regulation and his prior senior positions at real estate companies and regulatory bodies, including as Chairman and CEO of the New York City Housing Authority, and other companies. The Board also considered Mr. Rhea’s extensive experience in the investment banking industry providing a valuable insight into capital markets and trends. |
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Age: 69 Director Since: 2023 Independent Committees: Audit Committee (Chairperson) Nominating and Corporate Governance Committee Skills and Qualifications:
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Frances Aldrich Sevilla-Sacasa
Ms. Aldrich Sevilla-Sacasa has served on our Board since May 2023. Ms. Aldrich Sevilla-Sacasa is a private investor and was Chief Executive Officer of Banco Itaú International, Miami, Florida, from April 2012 to December 2016. Prior to that time, she served as Executive Advisor to the Dean of the University of Miami School of Business from August 2011 to March 2012, Interim Dean of the University of Miami School of Business from January 2011 to July 2011, President of U.S. Trust, Bank of America Private Wealth Management from July 2007 to December 2008, President and Chief Executive Officer of US Trust Company from early 2007 until June 2007, and President of US Trust Company from November 2005 until June 2007. She previously served in a variety of roles with Citigroup’s private banking business, including President of Latin America Private Banking, President of Europe Private Banking, and Head of International Trust Business. Ms. Aldrich Sevilla-Sacasa also serves on the Boards of Camden Property Trust (NYSE: CPT) and the Delaware Funds by Macquarie.
Our Board considered Ms. Aldrich Sevilla-Sacasa’s considerable experience in financial services, banking, and wealth management. In addition, the Board considered her experience as a former President and Chief Executive Officer of a trust and wealth management company, and as a director of other corporate and not-for-profit boards which has provided Ms. Aldrich Sevilla-Sacasa with expertise in the areas of corporate governance, business strategy, risk management, and financial reporting and internal controls. |
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Proposal No. 1: Election of Directors
Age: 63 Director Since: 2023 Independent Committees: Audit Committee Compensation and Management Development Committee (Chairperson) Skills and Qualifications:
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Keith D. Taylor
Mr. Taylor has served on our Board since May 2023. Mr. Taylor is the Chief Financial Officer of Equinix, Inc. (Nasdaq: EQIX), a leading multinational digital infrastructure company. He has held this position since September 2005. From 2001 to 2005, Mr. Taylor served in various roles at Equinix Inc., including Vice President, Finance, and Chief Accounting Officer. From 1999 to 2001, he served as Director of Finance and Administration of Equinix Inc. Prior to that, from 1996 to 1999, Mr. Taylor served as Vice President, Finance, and Interim Chief Financial Officer at International Wireless Communications, an operator, owner and developer of wireless communications networks. Mr. Taylor is a member of the Board of Directors of Yumpingo Ltd., a U.K. company providing a next-generation hospitality customer experience management platform, and a member of the Board of Directors of Frozen Logistics, LLC, a leading cold storage and logistics provider, specializing in direct-to-consumer fulfillment of frozen goods. Mr. Taylor is a chartered public accountant.
Our Board considered Mr. Taylor’s extensive experience in corporate finance and accounting, financial reporting and internal controls, human resources, and compensation, which he accumulated through his service as the Chief Financial Officer of a large publicly-traded company. The Board also considered Mr. Taylor's strong understanding of the key strategic challenges and opportunities of running a large business. |
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2025 Proxy Statement |
15 |
Proposal No. 1: Election of Directors
Director Nomination Process
The Nominating and Corporate Governance Committee is responsible for recommending to the Board nominees for election as director, and the Board is responsible for selecting nominees for election. This nomination process occurs as part of the nomination of the slate of directors for election at our annual meeting of stockholders and at times when there is a vacancy on the Board or other need to add a director to the Board.
Current Board Skill Sets and Needs Continuous evaluation of the Board skills matrix ensures Board is strong in core competencies and has diversity of expertise, perspective, and background. |
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As part of this nomination process, the Nominating and Corporate Governance Committee weighs the characteristics, experience, independence, diversity, and skills of potential candidates for election to the Board and, in considering such candidates, also assesses the size, composition, and combined expertise of the Board and the extent to which the candidate would fill a present need on the Board. As the application of these factors involves the exercise of judgment, the Committee does not have a standard set of fixed qualifications that is applicable to all director candidates, but rather takes into account all factors it considers appropriate such as (a) individual qualifications, including relevant career experience, strength of character, judgment, familiarity with our Company’s business and industry, independence of thought, and an ability to work collegially and (b) all other factors it considers appropriate, which may include diversity of background, existing commitments to other businesses, potential conflicts of interest with other pursuits, antitrust and other legal considerations, corporate governance background, financial and accounting background, executive compensation background, relevant industry experience and technical skills, technology, cybersecurity and data privacy training, and the size, composition, and combined expertise of the existing Board. The Nominating and Corporate Governance Committee may seek referrals and/or receive recommendations from other members of the Board, management, stockholders, and other sources, including third-party recommendations. The Committee may also retain a search firm to assist it in identifying candidates to serve as directors of the Company. The Committee uses the same criteria for evaluating candidates regardless of the source of the referral or recommendation. When considering director candidates, the Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness. In connection with its annual recommendation of a slate of nominees for election at the annual meeting, the Nominating and Corporate Governance Committee also may assess the contributions of those directors recommended for re-election in the context of the Board evaluation process and other perceived needs of the Board. When considering whether the directors and nominees have the experience, qualifications, attributes, and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focused primarily on the information discussed in each of the director nominees’ biographical information set forth above. |
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Candidate Recommendations From independent directors, stockholders, independent search firms, and our management. |
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Nominating and Corporate Governance Committee Considers exceptional candidates that possess integrity, independent judgment, broad business experience, diversity, and a skill set to meet existing or future business needs. Screens qualifications, reviews independence and potential conflicts, and recommends selected candidates to the Board. |
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Board of Directors Evaluates candidates recommended by the Nominating and Corporate Governance Committee, analyzes independence and other issues, and selects nominees with a commitment to refreshment and diversity. Nominates candidates for election to the Board at annual meetings of stockholders or appointed to the Board during the year. |
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Stockholders Vote on all director nominees at annual meetings. |
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Proposal No. 1: Election of Directors
Stockholder Nominees
The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. Any recommendation submitted to the Secretary of the Company should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the Securities and Exchange Commission (the “SEC”) to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Corporate Secretary, Invitation Homes Inc., 5420 LBJ Freeway, Suite 600, Dallas, Texas 75240. All recommendations for nomination received by the Corporate Secretary that satisfy our Bylaw requirements relating to such director nominations will be presented to the Committee for its consideration. Stockholders also must satisfy the notification, timeliness, consent, and information requirements set forth in our Bylaws. These requirements are also described under the caption “Stockholder Proposals for the 2026 Annual Meeting.”
Our stockholders also possess the right to nominate candidates to the Board through proxy access provisions of our Bylaws. The Bylaws permit a stockholder, or group of up to 20 stockholders, owning 3% or more of the Company’s outstanding common shares continuously for at least three years, to include in the Company’s annual meeting proxy materials director nominations for up to 20% of the seats on the Board, subject to the other terms and conditions of the Bylaws. Stockholder requests to include stockholder-nominated directors in proxy materials for the 2026 Annual Meeting must be received by no earlier than November 4, 2025, and no later than December 4, 2025.
Director Succession Planning and Board and Committee Refreshment
The Nominating and Corporate Governance Committee regularly oversees and plans for director succession and refreshment of the Board to cultivate a mix of skills, experience, tenure, and diversity that promote and support the Company’s long-term strategy. In doing so, the Nominating and Corporate Governance Committee takes into consideration the overall needs, composition, and size of the Board, as well as the criteria adopted by the Board regarding director candidate qualifications, which are described in the “Director Nomination Process” above. Individuals identified by the Nominating and Corporate Governance Committee as qualified to become directors are then recommended to the Board for nomination or election.
The Board, upon recommendation from the Nominating and Corporate Governance Committee, annually reviews and determines the composition of its committees. Through periodic committee refreshment, we balance the benefits derived from continuity and depth of experience with the benefits gained from fresh perspectives and enhancing our directors’ understanding of different aspects of our business.
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2025 Proxy Statement |
17 |
Proposal No. 1: Election of Directors
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The Nominating and Corporate Governance Committee’s work on director succession and refreshment has resulted in six new directors being added, and one new nominee, to our Board since 2018. This intentional and planned approach has resulted in a mix of skills, experience, tenure, and diversity that promotes and supports the Company’s long-term strategy. |
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Joseph D. Margolis |
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Expertise in transactional, operational, regulatory, and cybersecurity matters. |
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Executive leadership experience in complex management, financial, risk assessment, business, and governance issues. |
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Distinctive leadership experience at the strategic, operational, and tactical levels, artificial intelligence and cybersecurity expertise, and a deep set of interagency and governmental relationships. |
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Dallas B. Tanner Hands-on experience in real estate investment, managing day-to-day operations as our CEO. |
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Frances Aldrich Sevilla-Sacasa Decades of leadership experience in financial services, banking, and wealth management, risk management, and financial oversight. |
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Kellyn Smith Kenny(1) Executive leadership and operating experience, including developing key corporate strategies, and bringing innovative solutions to market. |
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Compensation of Directors
Our non-employee directors are entitled to receive cash compensation, as well as equity compensation in the form of restricted stock units (“RSUs”), for their Board service. Mr. Tanner, our CEO, receives no compensation for serving on our Board.
Highlights of Our Non-Employee Director Compensation Program |
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No Fees for Board or Committee Meeting Attendance: Meeting attendance is an expected part of Board service. |
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Emphasis on Equity: There is an emphasis on equity in the overall compensation mix to further align interests with stakeholders. |
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Recognition of Special Roles: Special roles, such as Committee chairpersons, are recognized for their additional time commitments. |
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Annual Equity Grants: Equity awards are granted annually with a fixed value and one-year vesting schedule, providing alignment with stockholders’ interests. |
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Robust Stock Ownership Guidelines: A guideline of five times the annual Board membership cash retainer supports alignment with stakeholders’ interests and mitigates potential compensation-related risk. |
|
|
|
|
|
No Perquisites and No Related Tax Gross-Ups. |
|
|
|
2024 Annual Director Compensation Program
Our Compensation and Management Development Committee is responsible for reviewing and advising on the compensation of our non-employee directors. To assist with this duty, they have engaged an independent compensation consultant, Ferguson Partners Consulting (“FPC”), to perform periodic reviews of our non-employee director compensation program, which includes an analysis of market trends and best practices and a comparison versus our peer group companies. In 2024, our non-employee directors received annual compensation, as follows:
|
2025 Proxy Statement |
19 |
Compensation of Directors
All RSUs granted to directors entitle the director to dividend equivalent payments in respect of the director’s RSUs, whether his or her RSUs are unvested or vested and not yet settled. The dividend equivalents are deliverable to the director on the regular payment date that such dividends are made to the Company’s stockholders and in the same form as delivered to such stockholders whether in cash or common stock. To date, all dividends declared on the Company’s common stock were paid in cash. In addition, while our directors are not paid any fees for attending meetings, each director is reimbursed for reasonable travel and related expenses associated with his or her attendance at Board or committee meetings.
Our non-employee directors who receive compensation for their service on the Board are also subject to a stock ownership policy, as described below under “Executive Compensation—Compensation Discussion and Analysis.”
Director Compensation Table for Fiscal 2024
The table below sets forth information regarding non-employee director compensation for the fiscal year ended December 31, 2024.
Name |
|
Fees Earned or Paid |
|
Stock |
|
Total ($) |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Michael D. Fascitelli |
|
|
$ |
235,000 |
|
|
|
|
$ |
190,015 |
|
|
|
|
$ |
425,015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Jana Cohen Barbe |
|
|
$ |
110,000 |
|
|
|
|
$ |
190,015 |
|
|
|
|
$ |
300,015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Richard D. Bronson |
|
|
$ |
122,500 |
|
|
|
|
$ |
190,015 |
|
|
|
|
$ |
312,515 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
H. Wyman Howard III |
|
|
$ |
21,250 |
|
|
|
|
$ |
121,281 |
|
|
|
|
$ |
142,531 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Jeffrey E. Kelter |
|
|
$ |
122,500 |
|
|
|
|
$ |
190,015 |
|
|
|
|
$ |
312,515 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Joseph D. Margolis |
|
|
$ |
110,000 |
|
|
|
|
$ |
190,015 |
|
|
|
|
$ |
300,015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
John B. Rhea |
|
|
$ |
110,000 |
|
|
|
|
$ |
190,015 |
|
|
|
|
$ |
300,015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Keith D. Taylor |
|
|
$ |
122,500 |
|
|
|
|
$ |
190,015 |
|
|
|
|
$ |
312,515 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Janice L. Sears |
|
|
$ |
110,000 |
|
|
|
|
$ |
190,015 |
|
|
|
|
$ |
300,015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Frances Aldrich Sevilla-Sacasa |
|
|
$ |
122,500 |
|
|
|
|
$ |
190,015 |
|
|
|
|
$ |
312,515 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
20 |
|
|
The Board of Directors and Certain Governance Matters
Corporate Governance
The business and affairs of the Company are managed under the direction and oversight of our Board, as provided by Maryland law, and its four standing committees: the Audit Committee, the Compensation and Management Development Committee, the Nominating and Corporate Governance Committee, and the Investment and Finance Committee. Members of our Board remain informed about our business through discussion with our executive leadership team, and other officers and associates, and by reviewing materials provided to them and participating in regular meetings of the Board and its committees.
We are committed to exercising and maintaining strong corporate governance practices. We believe that good governance promotes the long-term interests of our stockholders, strengthens Board and management accountability, and improves our standing as a trusted member of the communities we serve. The Board regularly monitors our corporate governance policies and profile to ensure we meet or exceed the requirements of applicable laws, regulations and rules, and the listing standards of the NYSE. We have instituted a variety of practices to foster and maintain responsible corporate governance, which are described in this section.
|
|
Corporate Governance Snapshot |
|
|
|
|
|
Director Nominees |
10 |
|
|
|
|
Independent Director Nominees |
9 |
|
|
|
|
Average Tenure of Directors Standing for Election (years) |
4.9 |
|
|
|
|
Chairperson Position Separate from CEO |
|
|
|
|
|
Annual Election of All Directors |
|
|
|
|
|
Proxy Access (3%/3 years) |
|
|
|
|
|
No Stockholder Rights Plan |
|
|
|
|
|
Limits on the Number of Directorships Held by Directors |
|
|
|
|
|
Regular Executive Sessions of Independent Directors |
|
|
|
|
|
Commitment to Board Refreshment and Focus on Director Succession Planning |
|
|
|
|
|
Annual Board and Committee Self-Evaluations |
|
|
|
|
|
Risk Oversight by the Board and Committees |
|
|
|
|
|
Sustainability and Corporate Responsibility Oversight by Board and Committees |
|
|
|
|
|
Proactive, Ongoing Engagement with Stockholders |
|
|
|
|
|
Stock Ownership Requirements for Directors and Executive Officers |
|
|
|
|
|
Hedging and Pledging Prohibition |
|
|
|
|
|
Incentive Compensation Clawback Policy |
|
|
|
|
|
Stockholder Rights and Accountability
|
2025 Proxy Statement |
21 |
The Board of Directors and Certain Governance Matters
Board Practices
Robust Stock Ownership and Retention Requirements
See “Executive Compensation—Compensation Discussion and Analysis—Other Matters—Stock Ownership Policy” for more details.
Director Independence and Independence Determinations
Under our Corporate Governance Guidelines and the NYSE rules, a director is not independent unless the Board affirmatively determines that, in addition to not having a disqualifying relationship, as set forth in the NYSE rules, he or she does not have a direct or indirect material relationship with the Company or any of its subsidiaries which, in the opinion of the Board would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Corporate Governance Guidelines define independence in accordance with the independence definition in the current NYSE corporate governance rules for listed companies. Our Corporate Governance Guidelines require the Board to review the independence of all directors at least annually. In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the NYSE independence definition, the Board will determine, considering all relevant facts
22 |
|
|
The Board of Directors and Certain Governance Matters
and circumstances, whether such relationship is material and whether such relationship would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
The Nominating and Corporate Governance Committee undertook reviews of director independence and made recommendations to our Board as to those directors meeting the requisite NYSE independence standards applicable to serve on the Board and any heightened standards to serve on a committee of the Board. In making its independence determinations, the Board considered and reviewed all information known to it, including information identified through directors’ questionnaires. As a result of these reviews, the Board has affirmatively determined that each of Michael D. Fascitelli, Jana Cohen Barbe, H. Wyman Howard III, Jeffrey E. Kelter, Kellyn Smith Kenny, Joseph D. Margolis, John B. Rhea, Frances Aldrich Sevilla-Sacasa, and Keith D. Taylor is independent under all applicable NYSE standards for Board service and under our Corporate Governance Guidelines. In addition, the Board previously determined that Richard D. Bronson and Janice L. Sears, who are not being nominated for re-election at the Annual Meeting, were independent under all applicable NYSE standards for Board service and under our Corporate Governance Guidelines.
At the committee level, the Board has affirmatively determined that each of the current members of the Audit Committee (Jana Cohen Barbe, H. Wyman Howard III, Janice L. Sears, Frances Aldrich Sevilla-Sacasa, and Keith D. Taylor) is “independent” for purposes of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and that each of the current members of the Compensation and Management Development Committee (Richard D. Bronson, Joseph D. Margolis, John B. Rhea, Janice L. Sears, and Keith D. Taylor) is “independent” for purposes of Section 10C(b) of the Exchange Act. The Board has also affirmatively determined that Kellyn Smith Kenny, whom the Board will vote to appoint to the Audit Committee and the Compensation and Management Development Committee following the Annual Meeting, if elected, is “independent” for purposes of Rule 10A-3 of the Exchange Act and for purposes of Section 10C(b) of the Exchange Act.
Board Structure
Our Articles of Incorporation and our Bylaws provide that our Board will consist of such number of directors as may from time to time be fixed by the Board, but may not be more than 15 or fewer than the minimum number permitted by Maryland law, which is one. Our Corporate Governance Guidelines provide the Board with the flexibility to determine the appropriate leadership structure for the Company. In making leadership structure determinations, the Board considers many factors, including the specific needs of the business and what is in the best interests of the Company’s stockholders.
Our Board is led by our Chairperson, and the Chairperson position is separate from our CEO position. We believe that the separation of the Chairperson and CEO positions is appropriate corporate governance for us at this time. Accordingly, Mr. Fascitelli serves as the Board Chairperson, while Mr. Tanner serves as our CEO. Our Board believes that this structure best encourages the free and open dialogue of competing views and provides for strong checks and balances. Additionally, our Chairperson’s attention to Board and committee matters allows the CEO to focus on the day-to-day management of the business and on executing our strategic priorities. Furthermore, our Corporate Governance Guidelines provide that whenever the Chairperson of the Board is also the CEO or is a director who does not otherwise qualify as an “independent director,” the independent directors may elect from among themselves a Lead Director of the Board, with a term of service and such responsibilities as the Board may designate from time to time.
In addition, independent directors currently chair each of the Board’s four standing committees: the Audit Committee, chaired by Frances Aldrich Sevilla-Sacasa; the Compensation and Management Development Committee, chaired by Keith D. Taylor; the Nominating and Corporate Governance Committee, chaired by Richard D. Bronson; and the Investment and Finance Committee, chaired by Jeffrey E. Kelter. The Board has also affirmatively determined that Jana Cohen Barbe, whom the Board will vote to appoint to serve as the Chairperson of the Nominating and Corporate Governance Committee, is independent under all applicable NYSE standards for Board service and under our Corporate Governance Guidelines. In their capacities as independent committee chairs, Ms. Aldrich Sevilla-Sacasa, Ms. Barbe, and Messrs. Taylor, Bronson, and Kelter each have responsibilities that contribute to the Board’s independent oversight of management.
|
2025 Proxy Statement |
23 |
The Board of Directors and Certain Governance Matters
Committees of the Board of Directors; Meetings of the Board of Directors and its Committees
Our Board has established an Audit Committee, a Compensation and Management Development Committee, a Nominating and Corporate Governance Committee, and an Investment and Finance Committee. The following table provides the current membership of each of the standing Board committees.
Director |
Audit Committee |
Compensation and |
Nominating and |
Investment and Finance Committee |
|
|
|
|
|
|
|
|
|
|
Michael D. Fascitelli(1) |
|
|
|
|
Dallas B. Tanner |
|
|
|
Member |
Jana Cohen Barbe |
Member |
|
Member |
|
Richard D. Bronson(2) |
|
Member |
Chairperson |
|
H. Wyman Howard III |
Member |
|
Member |
|
Jeffrey E. Kelter |
|
|
Member |
Chairperson |
Joseph D. Margolis |
|
Member |
|
Member |
John B. Rhea |
|
Member |
|
Member |
Janice L. Sears(2) |
Member |
Member |
|
|
Frances Aldrich Sevilla-Sacasa |
Chairperson |
|
Member |
|
Keith D. Taylor |
Member |
Chairperson |
|
|
|
|
|
|
|
During the year ended December 31, 2024, the Board held six meetings, the Audit Committee held six meetings, the Compensation and Management Development Committee held five meetings, the Nominating and Corporate Governance Committee held four meetings, and the Investment and Finance Committee held six meetings. In 2024, each director attended at least 75% of the meetings of the Board and of the committees on which he or she served as a member during the time in which he or she served as a member of the Board or such committees. All directors are expected to make every effort to attend all meetings of the Board, meetings of the committees of which they are members, and our annual meeting of stockholders. We expect all directors to attend any meeting of stockholders, and all of our directors attended the 2024 annual meeting of stockholders.
24 |
|
|
The Board of Directors and Certain Governance Matters
Audit Committee
Chair: Ms. Aldrich Sevilla-Sacasa Members: Ms. Barbe Mr. Howard Ms. Sears Mr. Taylor Highlights: • All members are “independent” in accordance with our Audit Committee charter and the applicable NYSE and Exchange Act rules • All members are financially literate within the meaning of the NYSE rules • Ms. Aldrich Sevilla-Sacasa, Ms. Sears, and Mr. Taylor qualify as “audit committee financial experts” as defined by applicable rules of the SEC • Governed by a Board-approved charter |
Primary Responsibilities: • Assisting the Board with its oversight of our accounting and financial reporting process and financial statement audits; • Assisting the Board with its oversight of our control environment, including disclosure controls procedures and our internal control over financial reporting; • Engaging the independent registered public accounting firm and assessing its qualifications and independence; • Overseeing the performance of our internal audit function and independent registered public accounting firm; • Assisting with our compliance with legal and regulatory requirements in connection with the foregoing; • Overseeing our Code of Business Conduct and Ethics and the system to monitor and enforce compliance therewith, and the receipt, retention, and treatment of complaints we receive under the Company’s whistleblower policy; • Reviewing related person transactions as required under our Policy Regarding Transactions with Related Persons; and overseeing our enterprise risk management program, covering exposure to risks facing the Company, including, but not limited to, financial, tax, legal, and enterprise risks, and technology and information security risks, including cybersecurity, data privacy, business continuity, and disaster recovery. The Audit Committee has established policies and procedures for the pre-approval of all services provided by the independent registered public accounting firm. See “Proposal 2—Pre-Approval Policy for Services of Independent Registered Public Accounting Firm.” The Committee also has established procedures for the receipt, retention and treatment, on a confidential basis, of complaints received by the Company regarding its accounting, internal controls, and auditing matters. The Audit Committee charter is available on our investor website at: www.invh.com under “Corporate Overview”—“Governance Documents”—“Audit Committee Charter.” |
Report of the Audit Committee
The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statement under the discussion of “The Board of Directors and Certain Governance Matters—Committees of the Board of Directors; Meetings of the Board of Directors and its Committees—Audit Committee.” Under the Audit Committee charter, our management is responsible for the preparation, presentation, and integrity of our consolidated financial statements, the application of accounting and financial reporting principles, and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our consolidated financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the U.S.
In the performance of its oversight function, the Audit Committee reviewed and discussed the audited consolidated financial statements of the Company with management and with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed under applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm their independence.
Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the audited consolidated financial statements of the Company be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC.
Submitted by the Audit Committee of the Board of Directors: Frances Aldrich Sevilla-Sacasa, Chairperson; Jana Cohen Barbe; H. Wyman Howard III; Janice L. Sears; Keith D. Taylor |
|
2025 Proxy Statement |
25 |
The Board of Directors and Certain Governance Matters
Compensation and Management Development Committee
Chair: Mr. Taylor Members: Mr. Bronson Mr. Margolis Mr. Rhea Ms. Sears Highlights: • All members are “independent” in accordance with our Compensation and Management Development Committee charter and the applicable NYSE and Exchange Act rules • Governed by a Board-approved charter |
Primary Responsibilities: • Establishing and reviewing the Company’s overall compensation philosophy; • Overseeing the goals, objectives, and compensation of our CEO, including evaluating the performance of the CEO in light of those goals; • Reviewing and determining the salaries, performance-based incentives, and other matters related to the compensation of our other executive officers; • Reviewing and approving any compensation “clawback” policy, and monitoring compliance therewith; • Making recommendations to the Board regarding director compensation; • Approving our incentive and equity compensation plans and setting the terms of and making awards thereunder; • Assisting the Board in review and consideration of succession plans for our officers, and establishing and evaluating plans and programs for management development; • Assisting with our compliance with the compensation rules, regulations, and guidelines promulgated by the NYSE, the SEC, and other laws, as applicable; • Considering whether risks arising from the Company’s compensation policies and practices are reasonably likely to have a material adverse effect on the Company; and • Reviewing the Company’s stock ownership guidelines, as well as individual compliance. For a description of our process for determining compensation, including the role of the Compensation and Management Development Committee’s independent compensation consultant, see “Executive Compensation—Compensation Discussion and Analysis.” The Compensation and Management Development Committee charter is available on our investor website at: www.invh.com under “Corporate Overview”—“Governance Documents”—“Compensation and Management Development Committee Charter.” |
Compensation Committee Interlocks and Insider Participation
During 2024, our Compensation and Management Development Committee was composed of Mr. Taylor, Mr. Bronson, Mr. Margolis, Mr. Rhea, and Ms. Sears. During 2024 and as of the date of this Proxy Statement, none of our executive officers served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity whose executive officers served on our Compensation and Management Development Committee or the Board.
Compensation and Management Development Committee Report
The Compensation and Management Development Committee has reviewed and discussed the following Compensation Discussion and Analysis with management. Based upon this review and discussion, the Compensation and Management Development Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC.
Submitted by the Compensation and Management Development Committee of the Board of Directors: Keith D. Taylor, Chairperson; Richard D. Bronson; Joseph D. Margolis; John B. Rhea; Janice L. Sears |
26 |
|
|
The Board of Directors and Certain Governance Matters
Nominating and Corporate Governance Committee
Chair: Mr. Bronson Members: Ms. Barbe Mr. Howard Mr. Kelter Ms. Aldrich Sevilla-Sacasa Highlights: • All members are “independent” in accordance with our Nominating and Corporate Governance Committee charter and the applicable NYSE rules • Governed by a Board-approved charter |
Primary Responsibilities: • Developing a set of governance principles applicable to the Company and overseeing the Company’s governance policies; • Overseeing Board and committee refreshment and succession planning; • Identifying, reviewing, assessing, and making recommendations to the Board as to candidates to serve on the Board and its committees; • Considering matters related to director independence and conflicts of interest; • Reviewing compliance with the requirements of the Corporate Governance Guidelines relating to service on other boards or audit committees of publicly-traded companies; • Recommending those to serve as committee Chairpersons; • Overseeing the annual evaluation of the Board and management; and • Providing oversight with respect to the Company’s sustainability strategy, initiatives, policies, and related risks. The Nominating and Corporate Governance Committee charter is available on our investor website at: www.invh.com under “Corporate Overview”—“Governance Documents”—“Nominating and Corporate Governance Committee Charter.” |
Investment and Finance Committee
Chair: Mr. Kelter Members: Mr. Margolis Mr. Rhea Mr. Tanner Highlights: • Governed by a Board-approved charter |
Primary Responsibilities: • Overseeing matters related to the Company’s investments in real estate and other assets proposed by management; • Overseeing the performance of the Company’s assets; • Reviewing the financial and operational performance of investments and joint ventures and the professional property and asset management services we offer to owners of single-family home portfolios; • Reviewing the Company’s investment and disposition policies, procedures, strategies and programs; and • Reviewing the Company’s capital raising and other financing activities. The Investment and Finance Committee charter is available on our investor website at: www.invh.com under “Corporate Overview”—“Governance Documents”—“Investment and Finance Committee Charter.” |
|
2025 Proxy Statement |
27 |
The Board of Directors and Certain Governance Matters
2025 Committee Composition
The Board, upon recommendation from the Nominating and Corporate Governance Committee, reviews and determines the composition of the committees. Through periodic committee refreshment, we balance the benefits derived from continuity and depth of experience with the benefits gained from fresh perspectives and enhancing our directors’ understanding of different aspects of our business. As part of our ongoing commitment to proactive Committee refreshment, following the Annual Meeting, the Board will vote to elect the following members and Chairpersons to the standing committees (assuming all director nominees are elected). Ms. Kenny currently does not serve on the Board or on any committees of the Board.
Director |
Audit Committee |
Compensation and |
Nominating and |
Investment and Finance Committee |
|
|
|
|
|
|
|
|
|
|
Michael D. Fascitelli(1) |
|
|
|
|
Dallas B. Tanner |
|
|
|
Member |
Jana Cohen Barbe |
Member |
|
Chairperson |
|
H. Wyman Howard III |
Member |
|
Member |
|
Jeffrey E. Kelter |
|
|
Member |
Chairperson |
Kellyn Smith Kenny |
Member |
Member |
|
|
Joseph D. Margolis |
|
Member |
|
Member |
John B. Rhea |
|
Member |
|
Member |
Frances Aldrich Sevilla-Sacasa |
Chairperson |
|
Member |
|
Keith D. Taylor |
Member |
Chairperson |
|
|
|
|
|
|
|
Board and Committee Evaluations
Our Board recognizes that a robust and constructive Board and committee evaluation process is an essential component of board effectiveness. As such, our Board and each of our committees conduct an annual evaluation, which includes a qualitative assessment by each director of the performance of the Board and the committee or committees on which the director serves. The Nominating and Corporate Governance Committee, in conjunction with the Board Chairperson, oversees the evaluation process.
Review of Evaluation Process |
Advanced Questionnaire |
Evaluation Results |
|
|
|
|
|
|
The Nominating and Corporate Governance Committee reviews evaluation process annually. |
Covers: • Efficiency and effectiveness; • Composition; • Quality of discussions; • Quality of information and materials provided; • Processes; and • Culture. |
Evaluation results and recommendations are discussed with the Board, committees, and individual directors. |
|
Feedback Incorporated Over the past few years, the evaluation process has led to a broader scope of topics covered in the Board meetings, improvements in Board process, and changes to Board and committee composition and structure. This year’s evaluation identified areas for continued focus, including: • Business risks, technology advancements, and the evolution of business; • Board succession planning and skills of director candidates; • Committee member and Chairperson rotation; and • Board education. |
28 |
|
|
The Board of Directors and Certain Governance Matters
Limitation on Other Board and Audit Committee Service
Through the Nominating and Corporate Governance Committee, our Board periodically reviews our Corporate Governance Guidelines which include limitations on directors’ ability to serve on the boards of other publicly-traded companies. In order to inform these limitations, the Nominating and Corporate Governance Committee considers many factors, including:
Our Corporate Governance Guidelines establish the following limits on our directors serving on publicly-traded company boards and audit committees:
Director Category |
Limit on Public Company Board |
|
|
All Directors |
4 boards |
Directors who are chief executives of a publicly-traded company |
2 boards |
Directors who serve on our Audit Committee |
3 audit committees |
|
|
|
|
The Corporate Governance Guidelines provide that prior to accepting an invitation to serve on another board (publicly-traded or private company’s), a director should advise the Chair of the Nominating and Corporate Governance Committee of the invitation so that the Board, through the Committee, has the opportunity to review the director’s ability to continue to fulfill his or her responsibilities as a member of the Company’s Board. When reviewing such a request, the Committee may consider a number of factors, including the director’s other time commitments, record of attendance at Board and committee meetings, potential conflicts of interest, and other legal considerations.
It is also expected that, without specific approval from our Board or the Nominating and Corporate Governance Committee, no executive officer of the Company will serve on more than one outside publicly-traded company board and no more than two outside boards in total (excluding advisory and nonprofit boards).
Executive Sessions
The non-employee, independent members of our Board and all committees of the Board generally meet in executive sessions without management present during their regular Board and committee meetings. Michael D. Fascitelli, our independent Board Chairperson, presides over executive sessions of the Board, and the committee Chairpersons, each of whom is independent, preside over executive sessions of the committees.
Management Development and Succession Planning
Our Board believes that one of its primary responsibilities is to oversee the development and retention of executive talent and to ensure that an appropriate succession plan is in place for our CEO and other members of senior management. The Compensation and Management Development Committee regularly meets with our CEO and Executive Vice President, Chief Human Resources Officer and other executives to discuss management succession
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The Board of Directors and Certain Governance Matters
and development planning and to address potential vacancies in senior leadership. The Compensation and Management Development Committee also annually reviews with the Board succession planning for our CEO.
Corporate Governance Guidelines
We are committed to exercising strong corporate governance practices. Good governance promotes the long-term interests of our stockholders, strengthens Board and management accountability, and improves our standing as a trusted member of the communities we serve.
Our governance structure and processes are guided by key governance documents, including our Corporate Governance Guidelines and committee charters, which govern the operation of the Board and its committees in the execution of their responsibilities. Our Corporate Governance Guidelines are reviewed periodically by our Nominating and Corporate Governance Committee and, to the extent deemed appropriate in light of emerging practices, changing regulatory requirements and issues raised by our stockholders, revised accordingly upon recommendation to and approval by our Board.
Our Corporate Governance Guidelines, committee charters, and other corporate governance information are available on our investor website at: www.invh.com under “Corporate Overview”—“Governance Documents.” Any stockholder may also request them in print, without charge, by contacting the Corporate Secretary of Invitation Homes Inc., 5420 LBJ Freeway, Suite 600, Dallas, Texas 75240.
Code of Business Conduct and Ethics
Our Board has adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that is applicable to all of our directors, officers, and associates, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. Our Code of Conduct is posted on our investor website at: www.invh.com under “Corporate Overview”—“Governance Documents.” Our Code of Conduct sets forth our policies and expectations on a number of topics, including, but not limited to, conflicts of interest, compliance with laws, use of our assets, gifts and entertainment, fraud, outside activities, political contributions, bribery, corruption, and business conduct and fair dealing, and provides mechanisms to report unethical conduct. Our Code of Conduct is a “code of ethics,” as defined by Item 406 of Regulation S-K of the Exchange Act promulgated by the SEC. We intend to make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Conduct on our website rather than by filing a Current Report on Form 8-K and within the time period required under applicable rules and regulations.
Insider Trading Policy
We have
Communications with the Board
As described in the Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with the Chairperson of the Board, the chairperson of any of the Audit, Compensation and Management Development, or Nominating and Corporate Governance Committees or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to Office of the Chief Legal Officer of the Company, at Invitation Homes Inc., 5420 LBJ Freeway, Suite 600, Dallas, Texas 75240, who will forward such communications to the appropriate party. Such communications may be done confidentially or anonymously.
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Stockholder Engagement Process
Our Board and management team greatly value the opinions and feedback of our stockholders. We have proactive, ongoing engagement with our stockholders throughout the year focused on corporate governance, corporate responsibility and sustainability, and executive compensation, in addition to the ongoing dialogue among our shareholders and our Chief Executive Officer, Chief Financial Officer, and Investor Relations team on our Company's financial and strategic performance.
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Annual Meeting (May) |
(March – May) We prepare and file our proxy statement and engage with stockholders to solicit support for Board recommendations on proxy statement proposals. Post Annual Meeting (September – March) We reach out to investors to discuss corporate governance, sustainability, human capital, and executive compensation matters, and solicit feedback. Our Board and management discuss feedback and whether action should be taken. Disclosure enhancements are considered. |
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Stockholders vote on election of directors, executive compensation, ratification of our auditors, and other proposals, if any. Post Annual Meeting (May – September) Our Board and management review the vote results from our annual meeting. Board and management discuss vote results and whether action should be taken. We start preparing an agenda for our next year of engagement |
In 2024 we contacted our top 19 investors (who in aggregate hold approximately 72% of our outstanding common stock), and held discussions with eight investors, representing approximately 8% of our outstanding common stock.
Topics Covered During Engagement
A summary of the feedback we received was discussed and considered by the Board and applicable committees, and enhancements have been made to certain of our disclosures to improve transparency. We remain dedicated to listening to feedback from our stockholders and will continue to proactively engage with our investors on matters related to corporate governance, sustainability, human capital management, and executive compensation.
Oversight of Risk Management
We face various forms of risk in our business ranging from risks inherent to the single-family rental industry and our business model, such as competition in identifying and acquiring properties, competition in the leasing market for quality residents, increasing property taxes, homeowners’ association fees, and insurance costs, poor resident selection and defaults and non-renewals by our residents, among others, to macroeconomic factors beyond our control, including risks related to the potential negative impact of unfavorable global and U.S. economic conditions (including inflation and interest rates), uncertainty in financial markets, geopolitical tensions, natural disasters,
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The Board of Directors and Certain Governance Matters
climate change, and public health crises. For additional information about the risks to our business and results of operations, see Part I. Item I. “Business—Risk Management” and Item 1A. “Risk Factors” in our 2024 Form 10-K.
Our Board and management recognize the importance of effective risk oversight in running a successful business and our risk management program involves our entire corporate governance framework. Both our Board and management have key responsibilities in managing risk throughout the Company. Our Board provides overall short, intermediate, and long term risk oversight, both directly and through its committees, with management responsible for the day-to-day management of risk, including identifying and assessing the major risks our Company faces, developing the policies and procedures for monitoring and controlling such risks, implementation of appropriate risk management strategies, and integration of risk management into our decision-making process. Our Board is responsible for promoting an appropriate culture of risk management within the Company and for setting the right “tone at the top,” overseeing our aggregate risk profile and monitoring how the Company addresses specific risks, such as strategic and competitive risks, financial risks, reputation risks, cybersecurity and technology risks, sustainability risks, legal and compliance risks, regulatory risks, and operational risks. The Board is supported in its risk oversight function by its Audit Committee (the committee responsible for overseeing our enterprise risk management activities), Compensation and Management Development Committee, Nominating and Corporate Governance Committee, and Investment and Finance Committee. Each of these committees regularly meets with and reports to the Board.
Throughout the year, the Board and each committee spend a portion of their time reviewing and discussing specific risk topics. The appropriate committees meet with management to discuss our risks and exposures. Members of the Audit Committee regularly, but not less frequently than semiannually, meet with members of senior management and other key associates who advise the directors on areas of enterprise risk, our top enterprise risks, and the steps management has taken or will take to mitigate these risks. Our Executive Vice President, Chief Information and Digital Officer provides regular updates to the Board on technology and cybersecurity. Our Executive Vice President, Chief Legal Officer updates the Board regularly on material legal and regulatory matters. Written reports also are provided to, and discussed by, the Board regularly regarding recent business, legal, regulatory, competitive, and other developments impacting the Company. We believe that the systems and processes developed by our experienced executive team, with the strategic counsel and stewardship of our Board, allow us to effectively monitor, manage, and ultimately mitigate enterprise risks.
Risk Management and Sustainability
Our Board, through its Nominating and Corporate Governance Committee, is responsible for oversight of our sustainability strategy, initiatives, policies, and risk management, including risks related to environmental issues, climate change, and social issues.
Potential consequences of global climate change may range from more frequent extreme weather events to extensive governmental policy developments and shifts in consumer preferences, which have the potential individually or collectively to disrupt our business as well as negatively affect our suppliers, contractors, and residents. Sustainability risk areas for our Company include various physical, regulatory, and adaptation/transition risks of climate change and related regulatory policies and investor expectations.
To the extent that significant changes in the climate occur in areas where our properties are located, we may experience extreme weather and/or changes in precipitation and temperature, all of which may result in physical damage to, or a decrease in demand for, properties located in these areas or affected by these conditions. We actively consider physical risks such as the potential for natural disasters such as hurricanes, floods, droughts, and wildfires when assessing our portfolio of homes and our business processes. We take a proactive approach to protect our properties against potential risks related to climate change and business interruptions, and we recognize that we must continue to adapt our policies, objectives, and processes to prepare for such events and improve the resiliency of our physical properties and our business.
Growing public concern about climate change has resulted in the increased focus of local, state, regional, national, and international regulatory bodies on climate change issues, leading to policy changes and changes in federal, state, and local legislation, including complex, and sometimes, inconsistent disclosure obligations promulgated by governmental and regulatory organizations relating to sustainability.
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Our executive leadership regularly reports to the Board of Directors and the relevant committees on these risk areas and our initiatives for managing and mitigating these risks. By taking a proactive approach to climate-related risk, we aim to remain well-prepared for various climate scenarios, supporting our commitment to transparency and effective risk management.
Our Board is focused on our long-term business strategy, including fostering sustainability-driven innovations, and incorporates our sustainability risks and opportunities into its overall strategic decision-making. The process to identify, manage, and integrate climate-change risk is part of our comprehensive enterprise risk management program. Our Board of Directors, through its Audit Committee and Nominating and Corporate Governance Committee, is responsible for oversight of our management of risks related to environmental issues, climate related risks, and social issues. Our executive leadership takes a hands-on role in furthering strategy and in ensuring the Company is accurately following and reporting on sustainability activities and outcomes, including in preparation for compliance with laws and regulations relating to climate change. Our in-house sustainability professionals and other members of senior management regularly report to the Audit Committee, Nominating and Corporate Governance Committee, and the Board on sustainability risk areas and initiatives to manage and mitigate these risks and to inform and support them in executing their oversight responsibilities for matters relating to sustainability, corporate social responsibilities, and corporate citizenship. By taking a proactive approach to climate-related risk, we aim to remain well-prepared for various weather events, supporting our commitment to transparency and effective risk management.
We intend to continue to research, evaluate, and utilize new or improved products and business practices consistent with our sustainability commitment. We believe our initiatives in this area can help us better position the Company to comply with evolving regulations directed at addressing climate change and similar environmental concerns and to meet growing resident demand for resource-efficient homes, as further discussed in “Sustainability and Corporate Responsibility” below.
Risk Management and Cybersecurity
Our operations are highly dependent upon information systems that support our business processes. In the ordinary course of our business, we collect and store certain confidential information such as personal information of our residents and associates and information about our business partners, contractors, vendors, and suppliers. Cyber intrusions could seriously compromise our networks and the information stored therein could be accessed, publicly disclosed, misused, lost, or stolen. As such, information technology and data security, particularly cybersecurity, are areas of focus for our Board and the Audit Committee. We employ a multi-layered security model that leverages risk-based controls with a focus on protecting our residents’ and associates’ data. We follow a cloud-first approach to enable efficient scaling, robust business continuity, and access to the latest technology innovations. Our cybersecurity risk management program aims to protect and preserve the confidentiality, integrity, and continued availability of our residents’ and associates’ data and includes controls and procedures for the identification, containment, and remediation of cyber threats.
We have also adopted a robust cybersecurity risk governance model, including the formation of the Cybersecurity Governance Committee, composed of key leaders from stakeholder groups throughout the Company and chaired by our Vice President, Chief Information Security Officer. We maintain a robust information security training program that includes annual information security training for all associates, as well as additional role-specific information security training.
Our Board has an advanced understanding of its role and that of management in cyber-risk oversight and is well-positioned to guide management in the development and implementation of an effective cybersecurity risk program. The Board delegates oversight and control of our cybersecurity program to the Audit Committee, which is responsible for ensuring that management has risk-based processes in place designed to assess, identify, and manage major technology and information security risk exposures, including cybersecurity risks to which our Company is exposed. Two members of our Audit Committee hold cybersecurity certifications: Ms. Sears holds a Cyber Risk and Strategy Certification from Diligent Institute; and Ms. Barbe holds a CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors. Mr. Howard, a member of the Audit Committee, brings extensive practical experience in, and domain expertise related to, cybersecurity, shaped by his prior service with the SEAL Teams and Joint Special Operations of the U.S. Navy. The Audit Committee receives regular reports from our Executive Vice President, Chief Information and Digital Officer on the state of our Company’s cybersecurity
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program, including relevant metrics and threat intelligence, as well as reports on internal and external assessments of our cybersecurity program.
We expect that our cybersecurity risk management processes and strategy will continue to evolve as the cybersecurity threat landscape evolves. As a backstop to our strong information security programs, policies, and procedures, we purchase a cybersecurity risk insurance policy that would defray the costs of an information security breach, if we were to experience one. For more information on our cybersecurity program, see Part I. Item 1C. “Cybersecurity” in our 2024 Form 10-K.
The table below illustrates the Board’s and management’s key responsibilities in managing and overseeing risk throughout the Company, and their shared role in this process.
Risk Management Framework
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• Oversees development of business strategy and major resource allocation, and overall oversight of business conduct. • Provides oversight of the risk management process, exercised through its standing committees. • On a semi-annual basis, management reports to the Board on top enterprise risks and the steps management has taken to mitigate these risks. |
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• Our Executive Vice President, Chief Information and Digital Officer provides regular updates to the Board on technology and cybersecurity. • Our Executive Vice President, Chief Legal Officer updates the Board regularly on material legal and regulatory matters. • Management also provides regular reports for Board discussion regarding recent business, legal, regulatory, competitive, and other developments impacting the Company. |
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Audit Committee Oversees risks related to our enterprise risk management framework and related to: • Financial statements, accounting and financial reporting, and internal controls; • Compliance with legal and regulatory requirements and ethics program; • Performance of internal audit function and effectiveness of internal controls; • Corporate risk profile; and • Technology, including information security and cybersecurity. |
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Compensation and Management Development Committee Oversees risks related to human capital management and compensation, including: • Overall compensation policies, practices, and philosophy; • Incentive and equity- based compensation plans; • Regulatory compliance with respect to compensation matters; • Executive succession planning and management development; and • Workforce inclusion and opportunity. |
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Nominating and Corporate Committee Oversees risks related to our overall corporate governance, including: • Board effectiveness / evaluation of the Board; • Board and committee composition, skills tenure, and diversity; • Director independence; • Board succession planning; • Regulatory compliance and corporate governance initiatives; and • Sustainability strategy, initiatives, and policies and related risks. |
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Investment and Finance Committee Oversees risks related to asset portfolio, potential acquisitions and divestitures and certain financial matters, including: • Investment and financing policies and practices; • Capital investments, equity and debt transactions, swaps and hedging transactions; and • Finance requirements, plans and strategies. |
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• Identifies and assesses material risks. • Develops and implements appropriate risk management strategies. • Integrates risk management into our decision-making process. |
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• Ensures that information with respect to material risks is transmitted to senior executives and the Board and its committees, as appropriate. |
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The Board of Directors and Certain Governance Matters
As one of the nation’s premier home leasing and management companies, we have an opportunity to make a profound impact through sustainability and corporate responsibility initiatives as we seek to create an exceptional leasing experience for our residents, foster a workplace where our associates can thrive, and implement practices that build stronger, more sustainable neighborhoods—benefiting both our residents and the communities where we operate.
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Integrated Leadership Approach |
We believe in the importance of strong layers of governance to promote proper guidance and oversight across our approach to sustainability and corporate responsibility matters. We are committed to incorporating sustainability and corporate responsibility considerations into our strategy, processes, and operations. We believe that integrating these initiatives into our strategic business objectives is part of our long-term success, and we continue to evolve our corporate strategy to meet sustainability and corporate responsibility commitments. To ensure consistent attention and focus on sustainability and corporate responsibility matters, we employ an integrated governance approach:
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At Invitation Homes, sustainability and corporate responsibility activities are managed at a functional level across our strategic and operational areas, with executive and Board oversight. Our Board plays a critical role in understanding how sustainability and corporate responsibility issues affect our business strategy and performance. |
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The Nominating and Corporate Governance Committee of the Board is responsible for monitoring, reviewing, and providing oversight with respect to our sustainability and corporate responsibility strategy, initiatives, and policies via periodic updates from management regarding our sustainability and corporate responsibility activities and progress. |
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Our executive leadership takes a hands-on role in creating strategy and in ensuring the Company is accurately following and reporting on activities and outcomes. |
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Our in-house sustainability professionals and a cross-functional task force of associates are responsible for the day-to-day measurement and reporting of our sustainability and corporate responsibility strategy and activities. The task force consists of associates from these departments: |
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• Communications & PR • Corporate Strategy • Energy • Finance |
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• Human Resources • Investor Relations • Legal |
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• Marketing • Operations • Procurement |
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2025 Proxy Statement |
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The Board of Directors and Certain Governance Matters
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Environmental Stewardship |
We are committed to sustainability and being a good corporate citizen. We focus on environmental sustainability because we recognize that the operation of our assets, the way our associates manage and conduct our business, and the way our residents use their homes can have a meaningful impact on the environment. While each resident is solely responsible for utility expenses related to energy and water usage, we seek to address environmental impacts within our areas of control and encourage our residents to do the same in their homes.
Protecting the environment and limiting the carbon footprint of our homes is important to us. Examples of our environmental initiatives include the following.
Energy Efficiency
Sustainable Practices
Waste Reduction and Recycling
Renewable Energy and Sustainable Communities
Many of these examples are further emphasized in the following programs and initiatives.
Turns and Maintenance
Renovations offer an opportunity to install energy-efficient lights, fixtures, and appliances in our existing portfolio. As an example, we install a variety of low-flow plumbing fixtures to save on water consumption, where feasible. We also use durable materials such as granite and quartz countertops and luxury vinyl plank flooring, which may reduce the need for future replacement and repair compared to other materials. The carpet products we use are manufactured using recycled plastic bottles as the primary material, diverting millions of plastic bottles from landfills each year. In addition, our mobile maintenance app allows our residents to make camera-enabled maintenance requests, allowing us to diagnose the problem before we arrive and reduce the number of return trips.
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ProCare
ProCare service, our proactive property management service platform, includes several touchpoints (a few of which are described in more detail below) over the term of a resident’s lease designed to enhance their satisfaction with our service model, improve the efficiency of our service and our homes’ systems, and ensure that each resident is properly educated regarding the home and their responsibilities. Our ProCare service helps us identify home performance improvement opportunities that can prevent larger issues from occurring later. Through this program, we proactively engage with each home and each resident at multiple points throughout the lease, ensuring that we can make any repairs and adjustments needed to maintain the home to our standards.
We perform a comprehensive multi-point inspection of each home so it is in optimal condition for our residents when they move in. When a new resident moves into one of our homes, our associates conduct a resident orientation during which we revisit the terms of the lease, outline what aspects of the home’s upkeep are the resident’s responsibility, walk through all of the home’s major systems in order to familiarize the resident with their safe and proper operation (from how to change the air filters to how to adjust the thermostat for optimal use), and inform the resident that we will be conducting a post move-in maintenance visit. This is an opportunity to show residents how to run their systems as efficiently as possible.
Once our residents are settled in, we conduct a post move-in maintenance visit approximately 45 days after move-in, during which our in-house property maintenance associates will address any non-emergency service needs the resident has noted. We believe this process has a number of benefits. First, by conducting an in-person move-in orientation, we are able to ensure that residents understand their obligations under the terms of their lease, as well as how to safely and properly operate the home’s systems, reducing both the likelihood of misaligned expectations and unnecessary wear and tear on the property. Second, by scheduling a post move-in maintenance visit, we are able to address multiple service requests in a single visit, improving the resident experience by avoiding the inconvenience of multiple service appointments and improving the efficiency and productivity of our in-house property maintenance associates. This also allows us an opportunity to fix any issues before they result in bigger problems. Finally, the post move-in maintenance visit allows us to more quickly identify residents who may not be adhering to the terms of their lease or may be subjecting the home to undue wear and tear and/or damages as a result of their treatment of the property.
We also conduct move-out consultations 15 to 30 days prior to scheduled resident move-outs and any additional pre-move-out consultations required by applicable law. These consultations allow us to notify residents of any repairs they may need to undertake prior to moving out of the property, such as removing scuff marks or landscaping maintenance. In addition, these visits allow our in-house property maintenance associates to begin preparing a scope of work and budget for the turnover work we undertake between residents to prepare our homes to be re-leased to a new resident.
Regardless of the purpose or timing of the visit, our in-house property maintenance associates are required to conduct a general property condition assessment (“GPCA”) every time they visit one of our homes. The GPCA requires our in-house property maintenance associates to assess and document interior and exterior conditions and whether residents are adhering to the terms of their lease, as well as any potential safety hazards or potential causes of damage that could result in us incurring significant maintenance costs if left unaddressed. If a deficiency is identified by our in-house property maintenance associates, we endeavor to take prompt action to correct it.
Smart Home Technology
Our smart home technology is a service that helps our residents manage access to their homes and save on their energy bills. With our smart home features, residents can remotely lock and unlock the front door, control the thermostat, and receive notifications about their home – all virtually.
Our smart home features also allow us to control thermostats in vacant homes, so we can maintain the temperature at a more energy-efficient setting and reduce energy consumption in between leases. Further, the smart home front door lock allows prospective residents to self-tour available homes at their convenience while eliminating the need for a leasing agent to commute to the home.
Our long-term target is to have all of our homes equipped with smart home functionality. We are installing smart home technology in all newly acquired homes and on turns of existing homes if the technology is not already in place.
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The Board of Directors and Certain Governance Matters
Addressing Climate Change
Potential consequences of global climate change may range from more frequent extreme weather events to governmental policy developments and shifts in consumer preferences, which have the potential individually or collectively to disrupt our business as well as negatively affect our suppliers, contractors, and residents. Experiencing or addressing the various physical, regulatory, and transition risks from climate change may significantly reduce our revenues and profitability or cause us to generate losses.
To the extent that significant changes in the climate occur in areas where our properties are located, we may experience extreme weather and/or changes in precipitation and temperature, all of which may result in physical damage to, or a decrease in demand for, properties located in these areas or affected by these conditions. We actively consider physical risks such as the potential for natural disasters, such as hurricanes, floods, droughts, and wildfires when assessing our portfolio of homes and our business processes. Such extreme climate-related events are driving changes in market dynamics and stakeholder expectations and could result in disruptions to us, our suppliers, vendors, and residents. We take a proactive approach to protect our properties against potential risks related to climate change, and we recognize that we must continue to adapt our policies, objectives, and processes to prepare for such events and improve the resiliency of our physical properties and our business.
Our risk management team, in collaboration with other departments throughout the organization, is responsible for disaster preparedness and related business continuity planning and provides updates to our executive team on this matter on a regular basis. We appoint top executives as sponsors to promote the development and implementation of our business continuity plans. Our internal teams are responsible for executing disaster preparedness and response processes and procedures with respect to extreme weather events, public health crises, and security threats. Our processes and procedures for such events are reviewed on a regular basis with teams in each of our markets and corporate headquarters.
In the event of losses related to acute weather events, we maintain insurance policies for all of our properties against natural hazards such as flood, wind, fire, earthquake, and other catastrophic weather events subject to deductibles and co-insurance. Furthermore, our internal risk management team works with multiple third-party vendors to enhance our ability to respond quickly and efficiently to various natural disasters and other weather events. These collaborative partnerships allow us to optimize how we respond to resident issues and result in quicker repairs so our residents may continue to safely inhabit their home after a disaster.
Growing public concern about climate change has resulted in the increased focus of local, state, regional, national, and international regulatory bodies on climate change issues, leading to policy changes and changes in federal, state, and local legislation, including complex, and sometimes inconsistent disclosure obligations promulgated by governmental and regulatory organizations relating to sustainability. We set consistent standards and procedures to promote compliance with climate-related laws and regulations to which we are subject. We strive to align our data collection, measurement, and reporting activities with industry-recognized standards and frameworks, including the Greenhouse Gas Emissions Protocol, the Global Reporting Initiative, and the Task Force on Climate-Related Financial Disclosures.
In addition, we are an investor in Fifth Wall’s Climate Technology Fund. The Climate Technology Fund invests in technologies that address decarbonization across all stages of and asset classes within the global real estate ecosystem, including materials, construction, operations, and revitalization.
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Social Responsibility |
We strive to provide a work environment that attracts, develops, and retains top talent by creating an engaging work experience with opportunities for development. Further, our engagement with residents, community members, vendors, and others helps build strong connections that benefit our communities.
Residents
By offering quality homes in desirable neighborhoods, we believe we give residents the choice to lease a home in a community that may not have otherwise been attainable. We strive to provide our residents with a worry-free leasing lifestyle through service that includes welcoming them with an in-person home orientation at move-in, making their lives easier with our smart home technology and other value-add service offerings, caring for their home through our
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ProCare property management platform, and surveying residents to ask for feedback that can help us make their experience even better. We have successfully driven consistently high resident satisfaction by promoting a culture of Genuine Care, including through a formal recognition program and by linking a portion of all operational associates’ compensation to resident satisfaction.
Maintaining consistent and transparent communication with our residents is a priority. We work hard to provide clarity and open communication across all aspects of leasing throughout a resident’s time with us, especially when it comes to financial obligations and fees. In the last few years, we have updated resources on our Company website, and home listings to promote transparency, including:
We also believe it is important to listen to our residents, and we take their feedback to heart in our quest to continuously enhance the Genuine Care we provide. We survey residents at each key step in their journey with Invitation Homes, such as at move-in and move-out, and after every maintenance interaction they have with an Invitation Homes associate or vendor. We use this feedback and other information to hold ourselves accountable, with 100% of our operational associates having a portion of their compensation tied directly to resident satisfaction survey scores. We also use feedback from surveys and focus groups to help inform new service offerings and enhancements we make to the resident experience. In addition to our website and resident surveys, we engage with our residents through monthly resident newsletters, blog posts, and social media campaigns and contests.
In 2023, we entered into a partnership with Esusu, a financial technology platform designed to facilitate the reporting of positive rent payment behavior to all three credit reporting agencies. We believe our residents should receive credit for timely rent payments. At no cost to them, as of December 31, 2024, we have successfully enrolled 182,012 residents in the positive rent reporting program. Credit scores for a majority of our residents have improved on average by over 44 points since enrollment. Additionally, our residents benefit from convenient access to Esusu’s online portal where they can view their credit scores and trended score data, gaining valuable insights to enhance their financial awareness.
Communities
We value being part of the communities where we do business, and we recognize that the vitality of our business is directly linked to the vitality of the communities in which we operate. We also believe our business has a positive economic impact on the communities in which we operate, through improved neighborhoods that benefit from our home renovations, the value of our local teams living in and contributing to the local economy, and the payment of real estate taxes and purchase of local goods and services.
We encourage our associates to be good neighbors in their respective communities by partnering with local organizations to provide support to those in need. We are actively engaged in a broad range of community and philanthropic activities in our markets, contributing funds nationwide and encouraging our associates to be active in their communities by providing each of them 20 hours of paid volunteer time each year. In 2024, associates volunteered 18,220 hours in their local communities.
We support our communities in the following ways:
Being a Good Neighbor
We are a long-term investor in each of the markets where we operate. We hire locally, employing 1,750 dedicated full-time associates, as of December 31, 2024, and contracting with thousands of professional service vendors nationwide. We also take good care of our homes. In 2024, we spent approximately $425 million upgrading, improving, and maintaining our wholly owned homes, which we believe increases the value of surrounding houses and neighborhoods. In 2024, we paid approximately $410 million in state and local taxes; money that was invested back into local programs and services, schools, and more.
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2025 Proxy Statement |
39 |
The Board of Directors and Certain Governance Matters
Community Engagement
We believe our value of Genuine Care should extend beyond the walls of our offices and drive our desire to be a good neighbor in each of our communities. While we serve under a company-wide mantra of “go do good,” much of our community engagement is locally driven. As such, we empower our associates to make an impact in the communities where they live and work through volunteerism and through recommendations for contributions to local charitable organizations.
Skilled Trades Initiative
Our Invitation to SkillUp program encourages students to pursue high-demand and well-paid jobs in the skilled trades and provides job-readiness training to help close the skills gap and broaden access to career opportunities in fields that directly impact our business. We have partnered with ten schools across our core markets, with plans to expand to 16 schools over the next several years. By providing funding to trade schools across our network, we can directly help people learn trade skills. At the same time, we seek to educate business partners and the general public about the skills gap and to shift perceptions about trade careers.
Green Spaces
Our Green Spaces community initiative is dedicated to the development and improvement of outdoor community spaces in our markets. In 2024, we provided grants to restore and expand a community garden in south Florida and to install an outdoor health and wellness space for a women’s center in northern California. We will continue to pursue more partnerships that enhance outdoor community spaces and conservation efforts in the communities where we operate.
Centers for Leadership Excellence
Invitation Homes supports the Centers for Leadership Excellence, a program designed to connect students, universities, and hiring companies in order to create a replicable, scalable model that encourages students from varied backgrounds to pursue education and careers in real estate.
Talent and Human Capital Management
Our associates are the backbone of our company, and we understand that nothing is accomplished without the day-to-day dedication of our invaluable teams. Whether they are a front-line market associate who represents us each and every day with our residents or centralized team members who support the front line and strive to ensure the quality and consistency of our work, our associates are our greatest asset. From our focus on associates’ well-being, health, and safety to our reinforcement of a supportive and collaborative culture, we act with honesty, integrity, and respect. In response to stockholder feedback, we adopted a policy to disclose Equal Employment Opportunity (EEO–1) reports on our website to increase transparency on workforce representation throughout our Company.
Our efforts aim to foster a workplace culture that values respect, opportunity, and belonging. We support equal access to opportunities through our hiring practices and are committed to fair practices that ensure a level playing field for all associates. The investment in our people is directly linked to our strategic business initiatives and measured by those outcomes. We expect this to position us as an employer of choice and one of the nation’s leading home leasing companies.
Associate Development and Engagement
We value feedback from our associates, and we maintain a continuous listening associate survey tool, Our Family. Your Voice. We continue to achieve high participation by our associates, with 82% of our associates sharing feedback at least once in 2024. This tool provides managers with actionable feedback on several key engagement dimensions. We believe meaningful actions based on associate feedback provided by the surveys have resulted, and will continue to result, in ongoing high engagement with our associates as evidenced by our strong associate Net Promoter Score of 60 at the end of 2024, compared to a benchmark of 33. In 2024, we were recognized for our company culture through several external awards; U.S. News Best Companies to Work for in Real Estate, and Best Companies to Work for in the South.
We recognize the value of providing regular development opportunities for our associates that improve their capability to succeed in their current roles and achieve career growth to meet their aspirations. Growing People for Success is our fully integrated talent cycle that incorporates our performance and feedback process, career growth and development, and leadership behaviors model. We also conduct an annual mandatory compliance training
40 |
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The Board of Directors and Certain Governance Matters
campaign and offer a robust catalog of online learning and development videos designed to help associates build their skills. We were recognized by Comparably in 2024 for Best Company for Career Growth.
We are committed to accelerating the development of our leaders through various programs such as “Leadership Foundations,” “Leading through Change,” and our operations management training. These programs are designed to build capable and confident leaders that can lead and inspire in an ever-changing environment. In 2024, we facilitated the third cohort of “Peak,” an immersive six-month leadership development program for 25 high potential leaders. We also launched “Spark,” the next level leadership program focused on emerging leaders. In addition, we offered customized talent management solutions including Stand Out assessments, leadership assimilations, team building activities, and more. This commitment to leadership development resulted in Invitation Homes being recognized by Comparably in 2024 as having Best Company Leadership.
Associate Compensation and Benefits; Workplace Safety
We believe that competitive compensation and benefits are key drivers of associate attraction, retention, motivation, and engagement. Our compensation and benefits programs for full-time associates include the following:
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Well-Being |
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Financial |
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Life |
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• Health, vision, and dental insurance • HSA and FSA offerings • Online well-being resources • Immunizations • Employee Assistance Program • Weight loss program • Smoking cessation program |
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• Competitive compensation • Short-term incentive plan (annual bonus) • Pre-tax contributions to eligible savings accounts • 401(k) match up to 4% of base pay, and immediate vesting • Paid short-term and long-term disability and life insurance |
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• Paid bonding leave • Maternity and fertility benefits • Surrogacy and adoption benefits • Discounts program • Generous paid time off and holidays • Paid volunteer time |
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Compensation is one component of our Total Value offering for Invitation Homes associates, and we strive to compensate associates fairly and consistently based on market rates for their roles, experience, and how they perform. We monitor our pay equity practices on an ongoing basis and consider pay equity dynamics when promoting internally and hiring externally. Sustaining pay equity is a key focus for us now and in the future.
Another component of our Total Value offering for associates is our holistic wellness program, which is designed to enhance mental, physical, and financial well-being. Health and safety programs and processes are also vitally important to the well-being of our associates, and we conduct monthly safety training for our maintenance associates and a regular driving safety training for our fleet drivers. We strive to drive continuous improvement in our health and safety performance by maintaining high standards for our health and safety compliance programs and reinforcing expectations with respect to safe behaviors and safety rules. We endeavor to ensure that our associates are well-informed about health and safety measures and are provided with the appropriate equipment and tools to protect themselves and those around them. We review and monitor our performance monthly to reduce on-the-job injuries. Our goal is to reduce Occupational Safety and Health Administration recordable incidents each year.
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Governance and Ethical Business Practices |
We strive every day to ensure that our actions result in value for the individuals and organizations that have chosen to invest in our Company, and we take that responsibility very seriously. We believe that ethical business practices and good governance promote the long-term interests of our stockholders, strengthen Board of Directors and management accountability, and improve our standing as a trusted member of the communities we serve.
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2025 Proxy Statement |
41 |
The Board of Directors and Certain Governance Matters
Culture of Integrity and Ethical Values
We believe it is critically important to maintain a corporate culture that demands integrity and reflects ethical values. Everyone who works at or with Invitation Homes should feel confident about our high ethical standards, our honesty, and our integrity. Our Code of Conduct is applicable to all of our directors, officers, and associates, and helps guide us as we collaborate to accomplish our goals together, while holding ourselves individually responsible for our work and accountable for our actions.
Guiding Policies
We have adopted business and workplace policies that apply to our directors, officers, associates, and vendors, aimed at creating a culture that aligns with our core values and high ethical standards and complies with applicable laws, rules, and regulations. Among other things, these policies encompass areas of community and associate engagement, fair treatment, human rights, corporate governance and ethics, and environmental initiatives. These policies are posted on our website at www.invitationhomes.com under “About”—”Sustainability”—”Policies.”
Our Code of Conduct is supported by associate conduct policies and programs and reinforced through regular associate training. Honesty and integrity are essential in our daily interactions with residents, fellow associates, vendors, suppliers, and other stakeholders. Our Code of Conduct articulates these key principles, and sets forth our policies and expectations on a number of topics, including, but not limited to, conflicts of interest, compliance with laws, use of our assets, gifts and entertainment, fraud, outside activities, political contributions, bribery, corruption, and business conduct and fair dealing, and provides mechanisms to report unethical conduct. Any associate who violates the requirements of the Code of Conduct, or any of our other policies, is subject to disciplinary action up to and including termination. See “The Board of Directors and Certain Governance Matters—Code of Business Conduct and Ethics” for more information about our Code of Conduct.
Disclosure Committee
We have a Disclosure Committee to assist in fulfilling our obligations to maintain disclosure controls and procedures and to coordinate and oversee the process of preparing our current and periodic filings with the SEC. This Committee is composed of members of senior management and is co-chaired by our Executive Vice President, Chief Financial Officer and Treasurer, and Senior Vice President, Chief Compliance Officer.
Reporting Violations and Whistleblower Protection
Our confidential compliance hotline is a critical part of our ethics and compliance program. The hotline is available 24 hours a day, 365 days a year and is operated by a third-party compliance management provider, enabling automated and anonymous reporting. We have established a whistleblower policy enabling associates to report concerns confidentially and anonymously. This policy includes comprehensive procedures for the receipt, retention, investigation, and treatment of reports. The reports are reviewed with our Audit Committee at meetings throughout the year. Our Code of Conduct provides that “neither our company, nor any director, officer, employee, contractor, subcontractor, or agent of the company will, directly or indirectly, discharge, demote, suspend, threaten, harass, or in any manner discriminate or retaliate against any person who, in good faith, makes a report or assists in investigating a report.”
Vendor Practices
We expect the same high standards of those who work with us and represent us, and our Vendor Code of Conduct is an extension of our values to our vendors and serves to highlight our commitment to fair and ethical business practices, safe labor conditions, the protection of human rights, sustainability, and regulatory compliance. Vendors of Invitation Homes and their representatives are expected to conduct their business interactions and activities with integrity and in accordance with their obligations under their agreements with us and to adhere to the business practices set forth in the Vendor Code of Conduct.
42 |
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PROPOSAL NO. 2
Ratification of Independent Registered Public Accounting Firm
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The Board of Directors unanimously recommends that you vote “FOR” the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for 2025. |
The Audit Committee has selected Deloitte & Touche LLP (“Deloitte”) to serve as our independent registered public accounting firm for 2025. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Deloitte to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders do not ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company.
Representatives of Deloitte are expected to be present at the Annual Meeting. They will also have the opportunity to make a statement if they desire to do so, and they are expected to be available to respond to appropriate questions.
Audit and Non-Audit Fees
In connection with the audit of our 2024 consolidated financial statements, we entered into an agreement with Deloitte, which sets forth the terms by which Deloitte performed audit services for the Company. The following table presents fees for professional services rendered by Deloitte for the audit of our financial statements for 2024 and 2023, and for fees billed for other services rendered by Deloitte during those periods.
($ in thousands) |
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2024 |
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2023 |
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Audit fees(1) |
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$ |
1,925 |
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$ |
1,819 |
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Audit-related fees(2) |
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614 |
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466 |
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Tax fees(3) |
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220 |
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175 |
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Total |
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$ |
2,759 |
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$ |
2,460 |
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All of the services covered under the captions “Audit fees,” “Audit-related fees,” and “Tax fees” were pre-approved by the Audit Committee. We paid no fees to Deloitte in 2024 or 2023 other than the Audit fees, Audit-related fees, and Tax fees set forth in the table above. The Audit Committee considered whether providing the non-audit services shown in this table was compatible with maintaining Deloitte’s independence and concluded that it was.
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2025 Proxy Statement |
43 |
Proposal No. 2: Ratification of Independent Registered Public Accounting Firm
Pre-Approval Policy for Services of Independent Registered Public Accounting Firm
Consistent with SEC policies regarding auditor independence and the Audit Committee’s charter, the Audit Committee has responsibility for engaging, setting compensation for, and reviewing the performance of the independent registered public accounting firm. In exercising this responsibility, the Audit Committee has established procedures relating to its approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm and, except where services may be pre-approved under authority delegated by the Audit Committee, the Audit Committee pre-approves all audit and permitted non-audit services provided by any independent registered public accounting firm prior to each engagement. The Audit Committee has delegated to its Chairperson the authority to review and pre-approve any such services between the Audit Committee’s regular meetings, and any such pre-approval will be subsequently considered and ratified by the Audit Committee at its next regularly scheduled meeting.
44 |
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Executive Officers of the Company
Set forth below is certain information regarding each of our current executive officers.
Dallas B. Tanner
Title: Chief Executive Officer
Age: 44
Mr. Tanner has served as our CEO and a Board member since January 2019. As a founding member of our Company’s business, Mr. Tanner was at the forefront of creating the single-family rental industry. He initially served as Executive Vice President and Chief Investment Officer from the Company’s founding in April 2012 until January 2019, as well as Interim President from August 2018 to January 2019, and as President and CEO from January 2019 to February 2023. Prior to the initial public offering of the Company in February 2017, he served on the boards of the Company’s predecessor entities. Mr. Tanner has more than 20 years of real estate experience through the establishment of numerous real estate platforms. In 2005, he founded Treehouse Group, for which he privately sourced funds for platform investments, including single-family homes, multifamily properties, manufactured housing, residential land, bridge financing, and property management. Mr. Tanner currently serves as a board member of Roots Management, a manufactured housing platform with 40,000+ homes that operates in 22 states. He also is a member of the HOPE Global Board of Advisors, the Policy Advisory Board of the Harvard Joint Center for Housing Studies, Arizona State University Real Estate Advisory Board, and the Real Estate Roundtable. Mr. Tanner is named a Henry Crown Fellow by the Aspen Institute. He is actively involved in American Indian Services and served as a missionary in the Netherlands and Belgium.
Charles D. Young
Title: President
Age: 56
Mr. Young has served as our President since February 2025 and as President and Chief Operating Officer since March 2023. Previously, Mr. Young served as our Executive Vice President and Chief Operating Officer since November 2017. From March 2015 until we completed the merger with SWH, Mr. Young served as the Chief Operating Officer of SWH and, from June 2013 to March 2015 was Senior Vice President—West Division of SWAY Management LLC, SWH’s previous external manager. Mr. Young was previously the Regional Vice President, Eastern Region of Waypoint Real Estate Group HoldCo, LLC (the “Waypoint Manager”), a company he joined in 2012. Prior to joining the Waypoint Manager, Mr. Young was Executive Vice President at Mesa Development from 2003 to 2012, a national real estate developer, investor and service provider with a focus on complex mixed-use residential opportunities. Before Mesa, Mr. Young worked for Goldman, Sachs & Co. in their Real Estate Principal Investment Area (Whitehall) and Development Investment Banking Division, focusing on mergers and acquisitions. Mr. Young also created and managed two entrepreneurial ventures. He co-founded and was a managing director of The Kaleidoscope Group, L.L.C., a strategic diversity and management consulting firm, and he managed K.G. Holdings, LLC, a real estate holding and management firm. Before starting his career in real estate and investment banking, Mr. Young spent several years as a professional football player in the National Football League and the World Football league. He is a member of the Floor and Décor Board of Directors, where he serves on the nominating and corporate governance committee, and a member of the Stanford Board of Trustees, where he serves on the committee on trusteeship, the committee on land and buildings, and the committee on athletics.
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2025 Proxy Statement |
45 |
Executive Officers of the Company
Jonathan S. Olsen
Title: Executive Vice President, Chief Financial Officer and Treasurer
Age: 51
Mr. Olsen has served as our Executive Vice President, Chief Financial Officer and Treasurer since June 2023. Mr. Olsen joined Invitation Homes in 2012 and previously served as Executive Vice President, Corporate Strategy and Finance, from February 2020 to May 2023; as Senior Vice President, Finance, and Head of Capital Markets from June 2016 to February 2020; as Managing Director and Head of Capital Markets from April 2013 to June 2016; and as Managing Director and Co-Head of Asset Management from June 2012 to April 2013. From 2003 to 2012, Mr. Olsen worked in the real estate investment banking groups at Banc of America Securities, Goldman Sachs, and Jefferies & Company, and from 1996 to 2001 he worked in the mergers and acquisitions groups at UBS Securities, SG Cowen Securities, and PepsiCo, Inc.
Scott G. Eisen
Title: Executive Vice President and Chief Investment Officer
Age: 55
Mr. Eisen has served as our Executive Vice President and Chief Investment Officer since August 2023. Mr. Eisen has more than 25 years of experience in real estate investment banking, mergers and acquisitions, corporate finance, and business development. Prior to joining Invitation Homes, he was Head of North American Real Estate Investment Banking for Citigroup from 2016, responsible for business planning, client interaction, and transaction execution for multiple real estate sectors. Previously, Mr. Eisen was Director of Real Estate Banking at Merrill Lynch & Co. and Confidential Assistant to the Secretary of Commerce at the U.S. Department of Commerce. Mr. Eisen is a member of the ICSC Board of Trustees and the Urban Land Institute and a former member of the Nareit Board of Governors.
Timothy J. Lobner
Title: Executive Vice President and Chief Operating Officer
Age: 48
Mr. Lobner has served as our Executive Vice President and Chief Operating Officer since March 2025. Prior to this role, he served as the Head of Field Operations for Invitation Homes since December 2023, overseeing the Company's property management operations. Prior to that, he was Executive Vice President, Operations Support, since January 2014. Mr. Lobner joined Invitation Homes in October 2012. From 2006 to 2012, he worked at Trammell Crow Company, the commercial real estate development subsidiary of CBRE, where he focused on industrial, office and retail opportunities. Before beginning his real estate career, Mr. Lobner served as a nuclear submarine officer in the United States Navy from 1999 to 2005.
Mark A. Solls
Title: Executive Vice President, Chief Legal Officer and Secretary
Age: 68
Mr. Solls has served as our Executive Vice President, Chief Legal Officer and Secretary since August 2015. Mr. Solls previously served as Senior Vice President and General Counsel of DentalOne Partners, Inc., a dental service management organization, from August 2012 to July 2015. From April 2011 to July 2012, Mr. Solls served as a Legal Consultant to Susan G. Komen for the Cure Breast Cancer Foundation. Mr. Solls served as Executive Vice President and General Counsel of Concentra Inc., a healthcare management company, from August 2006 to January 2011. From September 2002 to May 2006, Mr. Solls served as Executive Vice President and General Counsel for Wyndham International, Inc., a leading hotel company. From 1998 to 2002, Mr. Solls served as Vice President and General Counsel of DalTile International Inc., a leading manufacturer and distributor of ceramic tile.
46 |
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PROPOSAL NO. 3
Non-Binding Advisory Vote to Approve Executive Compensation
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The Board of Directors unanimously recommends that you vote “FOR” the approval, on a non-binding advisory basis, of the compensation paid to our named executive officers. |
In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the ”Dodd-Frank Act”)) and the related rules of the SEC, we are asking our stockholders to approve, on an advisory basis, the compensation paid to our named executive officers (as described below) as disclosed in this Proxy Statement, including the section entitled "Compensation Discussion and Analysis," the compensation tables, and the related narrative discussion. While the results of the vote are non-binding and advisory in nature, the Compensation and Management Development Committee and the Board intend to carefully consider the results of this vote when evaluating our executive compensation programs.
As described in detail under "Compensation Discussion and Analysis," our executive compensation programs are designed to attract, motivate, and retain our executive officers, who are critical to our success. Under these programs, our named executive officers are rewarded for the achievement of specific annual, long-term, and strategic performance goals and the realization of increased value to stockholders. Please read the "Compensation Discussion and Analysis" section of this Proxy Statement for additional details about our executive compensation programs, including information about the fiscal year 2024 compensation of our named executive officers.
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2025 Proxy Statement |
47 |
Executive Compensation—
Compensation Discussion and Analysis
Introduction
This section describes our executive compensation philosophy and program and compensation decisions made under the program for the following executive officers of the Company (our named executive officers, each an “NEO” and, collectively, the “NEOs”):
Executive Summary
Our goal is to be the premier choice in home leasing by continuously enhancing our residents’ living experience and continuing to make significant contributions to economic growth, job creation, and the vitality of the local communities we serve. In 2024, we continued to build our portfolio to meet the growing demand for single-family rental homes. Alongside the positive impact we made with residents and communities, we delivered strong financial results for our stockholders. In successfully executing our business strategy and increasing dividends over time, we continue to achieve strong total shareholder returns (“TSR”).
INVH 2020-2024 Cumulative TSR Performance |
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Outperformed Dow Jones US Real Estate Residential Index by: +405 bps Underperformed the MSCI US REIT Index by: -122 bps |
The overarching goal of our executive compensation program is to motivate our leaders to achieve our key strategic priorities and focus on long-term value creation for our stockholders. Our executive compensation program is designed to reward for financial performance and specific business results that create value for our stockholders, mitigate material risks, and align with stockholder interests by having a significant portion composed of long-term equity-based awards. We set pay levels commensurate with performance and the need to attract and retain high quality talent, and we consider many factors in setting executive compensation, including the advice of FPC, level of pay relative to the Company’s other executives, competitive market data, and both Company and individual performance and results.
48 |
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Executive Compensation—Compensation Discussion and Analysis
As part of determining executive compensation, the Compensation and Management Development Committee reviews our goal-setting processes to ensure targets are rigorous, yet attainable, thereby incentivizing performance. In determining 2024 executive compensation, the Committee considered a balanced mix of metrics for our annual and long-term incentive plans to measure the Company’s performance, our progress against strategic priorities, as well as individual executive performance.
2024 Performance Highlights
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$0.74 |
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$1.60(1) |
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22.6%(2) |
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On a Generally Accepted Accounting Principles (“GAAP”) basis, net income per diluted common share. |
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Adjusted Funds from Operation (“AFFO”) per share, up 6.7% year-over-year. |
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Same Store turnover rate for the year ended December 31, 2024. |
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7.7% |
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4.6%(2)(3) |
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3.9%(2) |
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On a GAAP basis, increase in Total Revenues year-over-year. |
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Same Store NOI Growth year-over-year. |
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Same Store blended rental rate growth for the year ended December 31, 2024. |
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7.7% |
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BBB+ |
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2,031 |
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Increase in our quarterly cash dividend, from $0.26 per common share per quarter in 2023 to $0.28 per common share per quarter in 2024. |
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Upgraded issuer and issue-level credit ratings with a Stable outlook by Fitch Ratings as of September 23, 2024. |
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Number of new homes we have under contract and expect to purchase from our homebuilder partners over the next several years, as of December 31, 2024. |
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$764M |
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97.3%(2) |
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21,452 |
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Total wholly owned and joint venture acquisitions during the year ended December 31, 2024. |
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Same Store average occupancy for the year ended December 31, 2024. |
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Net number of joint venture and third-party managed homes added during the year ended December 31, 2024. |
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2025 Proxy Statement |
49 |
Executive Compensation—Compensation Discussion and Analysis
Strong Compensation Governance
We maintain strong governance standards in the oversight of our executive compensation programs. The Compensation and Management Development Committee oversees the executive compensation program and evaluates the program against competitive practices, legal and regulatory developments, and corporate governance trends. The Committee has incorporated the following market-leading governance features into our program.
What We Do |
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Pay-for-Performance: The majority of our executive compensation is performance-based and at-risk, tied to rigorous absolute and relative performance goals. |
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Alignment with Stakeholder Interests: We reward performance that meets or exceeds goals that the Compensation and Management Development Committee establishes with the objective of increasing stockholder value over time, aligning with other stakeholders’ interests and driving long-term strategic outcomes. |
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Annual Say-on-Pay Vote: We conduct a stockholder advisory vote on executive compensation annually. |
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Recoupment Policies: We have a clawback policy requiring mandatory recovery of certain incentive compensation paid to executive officers in the event of a material financial restatement. |
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Short-Term and Long-Term Incentives: Our annual and long-term incentive plans provide a balance of incentives and include rigorous metrics to measure the Company’s performance. |
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Capped Incentive Awards: Payouts under our 2024 annual and long-term incentive plans are capped at 200% of target. |
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Independent Compensation Consultant: Our Compensation and Management Development Committee engages an independent compensation consultant that does not provide any other consulting or other services to the Company. |
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Robust Stock Ownership Guidelines: To further align the interests of management with our stakeholders, we have stock ownership guidelines that require our executive officers to hold a significant multiple of their annual base salary in equity. |
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What We Don't Do |
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Employment Agreements: We do not enter into individual employment agreements or individual change in control agreements with our executive officers. |
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Compensation Risks: We do not encourage excessive risk taking (we conduct annual formal enterprise risk assessments). |
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Hedging and Pledging: We prohibit hedging and pledging or borrowing against Company stock. |
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Excise Tax Gross-Ups. We do not authorize excise tax gross-ups. |
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50 |
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Executive Compensation—Compensation Discussion and Analysis
2024 Advisory Vote on Executive Compensation
We maintain an open line of communication with our stockholders on our compensation philosophy and practices and have consistently received say-on-pay support from our stockholders. We take the results of the stockholder vote on our executive compensation program very seriously. At our 2024 annual meeting, 92.7% of stockholders voted in favor of our 2024 executive compensation. Our Compensation and Management Development Committee has considered the results of the stockholder vote at our 2024 annual meeting and views this outcome as evidence of stockholder support of its executive compensation decisions and policies.
Since our initial public offering, we have consistently received strong stockholder support for our executive compensation program, with historical say-on-pay support averaging 87.6%. In 2023, 67.6% of stockholders voted in favor of our executive compensation — which, while still a majority, reflected a notable decrease from prior years. In response, we proactively reached out to our top 20 investors (who in aggregate held approximately 80% of our outstanding common stock), and held discussions with 12 investors, representing approximately 50% of our outstanding common stock. Members of our Compensation and Management Development Committee and other independent directors participated directly in our meetings with stockholders. Following these discussions and in response to stockholder feedback, the Committee made changes to our executive compensation program, including a commitment to exclude "lock-in" features from future plans. Thereafter, at our 2024 annual meeting, recognizing these efforts, 92.7% of stockholders voted in favor of our executive compensation program.
We have proactive, ongoing engagement with our shareholders throughout the year focused on corporate governance, corporate responsibility and sustainability, and executive compensation. In our 2024 meetings with investors, we discussed our executive compensation and its alignment with performance and requested feedback on our executive compensation practices. Based on the feedback we received from our stockholders in 2024, we made enhancements to certain of our disclosures to improve transparency. Additionally, the Compensation and Management Development Committee agreed with some of our stockholders' comments that our annual long-term incentive program is a more direct way to align total executive compensation with stockholder interests and market rates than outperformance awards. With this in mind, we did not make supplementary outperformance awards in 2024, and do not anticipate utilizing such awards in the future.
We remain dedicated to listening to feedback from our stockholders and will continue to proactively engage with our investors on matters related to our executive compensation program, corporate governance, and corporate responsibility practices. See "The Board of Directors and Certain Governance Matters—Stockholder Engagement Process" for more information on our stockholder engagement efforts.
Executive Compensation Objectives and Philosophy
Our pay-for-performance compensation philosophy is set by the Compensation and Management Development Committee. Our goal is to provide compensation and incentives designed to attract and retain key executives with the qualifications to manage and lead the Company as well as to motivate them to develop professionally, contribute
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Executive Compensation—Compensation Discussion and Analysis
to the achievement of our financial goals, and ultimately create and grow our equity value. Our compensation philosophy aligns our executives with our growth objectives via equity compensation and annual incentive compensation, the value of which is driven by our performance over the long and short term, respectively. All of our NEOs maintain a significant equity stake in the Company.
To achieve these objectives, we provide executive pay programs that:
When designing the Company’s executive compensation plans and making individual compensation decisions, the Compensation and Management Development Committee considers several key principles:
Determination of Compensation
Independent Review and Approval of Executive Compensation
The Compensation and Management Development Committee oversees and approves key aspects of executive compensation, including salaries, corporate goals and individual objectives, payouts under the annual cash incentive plan, and the size and structure of long-term incentive awards for our NEOs. The Committee approves objectives designed to align executive pay with Company performance and stockholder interests and also seeks to provide competitive pay opportunities tied to performance and designed to retain talent, maximize stockholder value, and mitigate material risk.
The Compensation and Management Development Committee does not delegate any substantive responsibility related to the compensation of NEOs and exercises its independent judgment when approving executive compensation. No member of the Committee is a former or current officer of the Company or any of its subsidiaries. They are all independent under current NYSE listing standards and for purposes of Section 10C(b) of the Exchange Act.
When making compensation decisions affecting the CEO and other NEOs, the Compensation and Management Development Committee considers the aggregate amount and mix of all components of compensation. The Committee also considers the advice of its independent compensation consultant, competitive market data, level of pay relative to the Company’s other executives, and the alignment of the Company’s total pay opportunity and pay outcomes with performance.
The Compensation and Management Development Committee conducts an annual evaluation process of the CEO. The Committee determines and approves the annual salary, bonus, equity-based incentives, and other benefits, direct and indirect, of the CEO. The CEO does not have a role in and is not present during discussions regarding his own compensation. The CEO traditionally has a role in setting the compensation for other NEOs by providing recommendations to the Committee. The Committee has the discretion to accept, reject, or modify the CEO’s recommendations.
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Executive Compensation—Compensation Discussion and Analysis
The Role of the Compensation and Management Development Committee’s Independent Consultant
The Compensation and Management Development Committee has sole authority under its charter to retain advisors and consultants as it deems appropriate. The Committee has retained FPC, a nationally recognized leader in advising public REITs on executive compensation and related matters, as its compensation consultant.
FPC attends Compensation and Management Development Committee meetings, reviews compensation data with the Committee and participates in general discussions regarding executive compensation issues. FPC reports to the Committee, and at the Committee’s direction, will work with management to develop materials and analyses essential to Committee’s executive compensation evaluations and determination. Such materials include competitive market assessments. FPC regularly participates in executive sessions with the Committee (without any of the Company’s personnel or executives present) to discuss compensation matters.
The Compensation and Management Development Committee assessed the independence of FPC in accordance with the applicable rules of the SEC and the NYSE. After considering the relevant factors, the Committee determined that it was appropriate to engage FPC as its compensation consultant and that the work performed by FPC does not raise any conflicts of interest.
Use of Peer Data
We are always competing for the best talent in the marketplace, which is not just limited to other public REITs, but also, private single family rental companies, real estate private equity, and real estate fintech companies. The Compensation and Management Development Committee regularly reviews market data and pay practices and ranges of our “peer” companies to ensure that we continue to offer a relevant and competitive executive pay program each year. As previously mentioned, while our benchmarking analyses focus on other public REITs, we compete for talent with many types of private single family rental companies, real estate private equity, and real estate fintech firms, among others, and are mindful of the design and opportunities across compensation programs that exist at other organizations. The Committee believes this allows the Company to successfully attract and retain the high-quality executive talent critical to the Company’s long-term success.
The Compensation and Management Development Committee reviews the potential total compensation package for each of the executive officers against a pre-selected peer group, consisting of other publicly traded REITs, based on data compiled by FPC. Consistent with the objectives of the Company’s executive compensation program, the Committee compares executive officer compensation against these peer companies to ensure that the Company attracts and retains highly qualified executive officers by providing a total executive compensation package that is competitive with those provided by the Company’s peers. FPC assists the Compensation and Management Development Committee in selecting the Company’s peer group.
Guiding Factors for Selecting Our Peers |
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Public Single-Family Rental Focus |
While there is only one U.S. based public single family rental focused REIT of comparable size to us (American Homes 4 Rent), the Compensation and Management Development Committee selected other companies to create sufficiently robust data for our compensation peer group. |
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Ownership Structure and Business Model |
Companies organized as publicly traded REITs and companies with similar business models. |
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Size and Scope |
Companies which are similar in size (with a focus on residential operations), with the primary measure being equity market capitalization (between 0.5x-2.0x of our total market capitalization and such that we rank near the median of the peer group) and number of properties and breadth of portfolio. |
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Operational Intensity and Complexity |
Companies with a similar complexity of diverse business activities and geographic reach or companies engaged in transactions of a similar complex nature, such as development activities and joint ventures. |
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Index |
Companies classified within the FTSE Nareit Residential Index, as well as relative weighting within the Index. |
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Other Considerations |
Companies we compete with for investors, or which key analysts and proxy advisory firms name as a peer and which cite us as a peer. |
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Executive Compensation—Compensation Discussion and Analysis
Based on all of the foregoing factors, FPC recommended no change to the peer group in 2024. The Compensation and Management Development Committee re-approved the following peer group of REITs for competitive analyses of compensation that informed decisions on pay opportunities for our NEOs.
Peer Company Name |
Asset Focus |
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American Homes 4 Rent |
Single-Family Rental |
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AvalonBay Communities, Inc. |
Multifamily |
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BXP, Inc. |
Office |
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Camden Property Trust |
Multifamily |
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Digital Realty Trust, Inc. |
Specialty |
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Equity Residential |
Multifamily |
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Essex Property Trust, Inc. |
Multifamily |
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Extra Space Storage Inc. |
Self-Storage |
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Healthpeak Properties, Inc. |
Health Care |
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Mid-America Apartment Communities, Inc. |
Multifamily |
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Realty Income Corporation |
Diversified |
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Regency Centers Corporation |
Shopping Center |
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SBA Communications Corporation |
Communications |
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Sun Communities, Inc. |
Manufactured Housing |
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UDR, Inc. |
Multifamily |
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54 |
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Executive Compensation—Compensation Discussion and Analysis
In 2024, the Compensation and Management Development Committee reviewed compensation data for executives at the peer companies with positions comparable to those held by the NEOs. This data consisted of base salary, annual cash incentives, and equity award information (the latter two components on an actual and target basis), paid by each of the peer companies based on public filings as well as FPC’s proprietary database, which also includes data from the Nareit Compensation Survey (which FPC conducts). FPC’s analysis concluded that the peer companies generally have compensation programs comparable to ours, with annual bonuses typically in the form of cash and long-term compensation including a mix of both performance vesting and time vesting equity awards. The Committee generally uses the market data provided by the peer group as one of several reference points useful for determining the form and amount of compensation; however, the Committee does not specifically target a percentile for benchmarking purposes and actual compensation paid. The Committee expects to review the peer group annually and make changes as warranted and deemed appropriate. The total capitalization data below is as of December 31, 2024.
Elements of Compensation
Our compensation program is heavily weighted towards performance-based compensation, reflecting our philosophy of increasing the long-term value of the Company, supporting strategic and operational objectives, and incentivizing management to achieve those objectives.
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Executive Compensation—Compensation Discussion and Analysis
The main elements of our compensation framework assess performance across a variety of goals and measure performance across an annual and multi-year performance period while preserving a substantial emphasis on performance-based pay. The performance-based components include a threshold, target, and maximum opportunity for the annual cash incentive award and the performance vesting RSUs. The table below contains a design overview of our executive compensation program.
Element |
Form |
Purpose |
Weighting and Metrics |
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|
Base Salary |
Cash (Fixed) |
To provide market- competitive levels of fixed pay to attract and retain executives. |
Fixed rate of pay utilized to attract and retain executives. |
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|
Annual Cash Incentive |
Performance- Based Cash (Variable and At-Risk) |
To motivate and reward the achievement of annual financial and other performance goals. |
90% Corporate financial objectives (including AFFO per share, Same Store Core Revenue Growth year-over-year, and Adjusted EBITDA Margin)(1)(2), and defined strategic priorities (including an expansion of growth channels and exploring alternative sources of capital and expansion of market footprint, growth in our value-add service offerings, expansion of relationships with new homebuilders, continued targeted external stakeholder engagement to build awareness and understanding of our business and industry, and delivery of further technology enablement and digital technology improvement for residents and associates). |
10% Individual performance. |
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Long-Term Incentive Award |
Performance Vesting RSUs (Variable and At-Risk) |
To motivate and reward long-term company performance that maximizes stockholder value and retain executives. |
75% Forward-looking three-year performance period in which awards may be earned based 45% upon the compounded, annual growth rate (“CAGR”) of the Company’s TSR relative to the MSCI US REIT Index (the “TSR Relative to RMS Index CAGR”) and 30% upon Same Store NOI Growth CAGR; if earned at the end of the performance period, awards will be eligible to vest on the Certification Date (as defined below); if three-year absolute TSR is negative, TSR metric is capped at target. |
Time Vesting RSUs |
25% Awards vest ratably over three years. |
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2022 Outperformance Program(3) |
Performance Vesting Partnership Units (Variable and At-Risk) |
To align executive pay with stockholder interests, retain the best talent, and develop an internal pipeline of future leaders. |
100% Forward-looking three-year performance period and extended vesting (any award ultimately earned does not fully vest until four years from program commencement); the awards are earned only when performance exceeds hurdles as measured by three-year TSR (50% weighting), and requires outperformance versus the FTSE Nareit Residential Index (50% weighting) and/or positive double-digit stockholder returns. |
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Our executive compensation program provides significant alignment between pay and performance by linking a meaningful portion of total compensation to the achievement of operational and strategic goals through our short-term incentive program, as well as rigorous relative shareholder return goals through our long-term incentive program.
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Executive Compensation—Compensation Discussion and Analysis
In 2024, approximately 91% of our CEO’s total target compensation and approximately 81% of our other NEOs’ total target compensation was at-risk and not guaranteed and 9% and 19%, respectively, was fixed (base salary). To build even stronger pay-for-performance alignment with our stockholders, long-term incentive awards are predominantly “at-risk” performance-based equity awards, the ultimate value of which depends entirely on the Company’s future relative total shareholder return and three-year Same Store NOI growth. The following diagrams present the allocation of total pay among different components of our executive compensation program for our CEO and the weighted average of each component for our other NEOs as a group.
Base Salary
Base salary compensates our NEOs for performing the requirements of their positions and provides them with a level of cash income predictability and stability with respect to a portion of their total compensation. The Compensation and Management Development Committee believes that base salaries for our NEOs should reflect market-competitive levels of pay and factors unique to each executive such as experience and breadth of responsibilities, performance, individual skill set, time in the role, and pay relative to peers. The Committee increased Mr. Olsen's base salary in 2024 from $450,000 to $550,000 and Mr. Solls’ base salary from $515,000 to $525,000 to reflect their individual performance and the performance of the Company and to adjust salaries to be in line with the market-competitive levels.
Base salaries for the NEOs as of December 31, 2023, and 2024 were as follows:
Name |
|
2023 |
|
2024 |
|
% Change |
||||||||||||
Dallas B. Tanner |
|
|
$ |
1,000,000 |
|
|
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|
$ |
1,000,000 |
|
|
|
|
|
— |
|
|
Jonathan S. Olsen |
|
|
$ |
450,000 |
|
|
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|
$ |
550,000 |
|
|
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22 |
% |
|
Charles D. Young |
|
|
$ |
700,000 |
|
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|
$ |
700,000 |
|
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— |
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Scott G. Eisen |
|
|
$ |
700,000 |
|
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|
$ |
700,000 |
|
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|
|
— |
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Mark A. Solls |
|
|
$ |
515,000 |
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$ |
525,000 |
|
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2 |
% |
|
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2025 Proxy Statement |
57 |
Executive Compensation—Compensation Discussion and Analysis
2024 Annual Cash Incentive Program
In 2024, our NEOs participated in an annual cash incentive program under which each of the executives was eligible to receive an annual cash incentive based upon the achievement of certain performance criteria. The goals were comprised of corporate financial objectives and strategic priorities, which were shared by all NEOs, and individual performance, which included goals which were unique to each executive. These goals were pre-established, with the majority measured objectively.
Each of our NEO's total award opportunity under the 2024 annual cash incentive program was designed to be based on the financial, corporate, and individual performance as set forth below:
AFFO per Share |
|
Same Store Core |
|
Adjusted EBITDA |
|
Strategic Priorities |
|
Individual Performance |
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|
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30% |
|
20% |
|
20% |
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20% |
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10% |
2024 Corporate Financial Objectives
The corporate financial objectives under the 2024 annual cash incentive program consisted of: (1) Total AFFO per share (“AFFO per Share,” where AFFO and FFO are calculated as described in our 2024 Form 10-K, under Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures”); (2) Same Store Core Revenue Growth year-over-year (see “Annex A: Non-GAAP Reconciliations” for reconciliation of Total Revenues to Same Store Core Revenues, full year); and (3) Adjusted EBITDA Margin (defined above). Further discussion of the three corporate financial objectives is provided in the table below:
Objective |
Discussion |
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|
|
|
AFFO Per Share |
The Compensation and Management Development Committee set the target for AFFO Per Share for 2024 at $1.60. This represented a $0.09 per share or 6.0% increase from the 2023 target of $1.51. As a result, the Committee believes the 2024 target was appropriately rigorous. For 2024, the Company achieved its target objective, at $1.60 AFFO Per Share. |
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|
Same Store Core Revenue Growth |
The Compensation and Management Development Committee set the target for Same Store Core Revenue Growth for 2024 at 5.2%. While this represented a modest 80 basis point decrease from the 2023 target of 6.0%, the 2024 target reflected a continued strong growth objective. The Committee believes the 2024 target was appropriately rigorous in consideration of continued post-pandemic normalization in 2024 of Same Store average occupancy and moderation in rent growth following several years of outsized market performance. For 2024, the Company achieved above its threshold objective but below its target objective, at 4.3% Same Store Core Revenue Growth and the payout was correspondingly lowered. |
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Adjusted EBITDA Margin |
The Compensation and Management Development Committee set the target for Adjusted EBITDA Margin for 2024 at 60.8%, representing a slight decrease from the 2023 target of 62.1%. The Committee believes the 2024 target was appropriately rigorous in consideration of the continued post-pandemic normalization and moderation of its leasing business, continued inflationary pressures, and increased property taxes expense. For 2024, the Company achieved its target objective, at 60.8% Adjusted EBITDA Margin. |
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2024 Strategic Priorities
The strategic priorities under the 2024 annual cash incentive program consisted of: (1) continued expansion of growth channels including adding new business lines, exploration of alternate sources of capital, and expansion of our market footprint; (2) continued growth in our value-add service offerings; (3) expansion of relationships with new homebuilders; (4) targeted external stakeholder engagement to build awareness and understanding of our business and the industry; and (5) further technology enablement and digital technology improvement for residents and associates.
2024 Performance
The Compensation and Management Development Committee established specific performance goals for our NEOs within each of the above corporate metrics that contained a defined threshold (50%), target (100%), and maximum (200%) opportunity. Our target level generally aligned with our budget, with a bandwidth from target in which the maximum opportunity requires a high degree of performance. Annual cash incentive scores were interpolated on a straight-line basis based on actual achievement between the threshold, target, and maximum levels with no payout for any performance measure that did not achieve the threshold. The diagrams below illustrate the specific goals across each corporate metric, which were established at the beginning of 2024, as well as our actual results.
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Executive Compensation—Compensation Discussion and Analysis
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2025 Proxy Statement |
59 |
Executive Compensation—Compensation Discussion and Analysis
Mr. Tanner’s individual performance, inclusive of his individual goals, made up 10% of his 2024 annual cash incentive. His goals focused on the following key corporate strategy areas: improving operational and financial performance; driving accretive growth; and enhancing Company culture and reputation. To improve operations and financial performance, he prioritized consolidating the operating structure under the Chief Operating Officer's organization, aligning leasing and property management with turns and maintenance, and working with executive leadership to improve cross-department collaboration and resource availability. He also engaged key leadership to manage third-party property management, support, and asset management. For accretive growth, he led a capital allocation campaign with new strategic partners, supported establishment of new joint ventures, and explored additional capital-light growth opportunities. To strengthen Company culture and reputation, he focused on fostering a culture of respect, opportunity, and belonging. This included encouraging executive leaders to actively engage with associates and reinforce a positive tone at the top, increasing community engagement, and enhancing the Company's governmental affairs strategy—including the recent hiring of our new head of government affairs.
For Messrs. Olsen, Young, Eisen, and Solls, individual goals were established by reference to our corporate strategy, designed to position the Company competitively and thereby deliver superior performance, and ultimately create value for our stockholders while benefiting our associates, residents, and communities. Each NEO’s goals were tied to their specific areas of responsibility. The above named NEOs’ individual performance achievements, inclusive of their individual goals, included the following.
In 2024, individual performance scores were based on a three-rating qualitative scale of needs improvement, solid performance, or exceptional performance, which then corresponded to an applicable range of potential achievement for the annual cash incentive. Associates who were rated needs improvement could have been awarded 0-50% achievement, those rated solid performance, 90-110% achievement, and those with exceptional performance, 130-200% achievement for the individual performance component of the annual cash incentive.
60 |
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Executive Compensation—Compensation Discussion and Analysis
In February 2024, the Compensation and Management Development Committee determined the results of the individual performance for Mr. Tanner. Individual performance scores for other NEOs were reviewed and scored by Mr. Tanner and ultimately approved by the Committee. Based on these individual performance scores and the achievement of the corporate financial objectives set forth above, the Committee approved the following 2024 actual annual incentive awards based on the 2024 annual incentive plan design discussed previously:
Name |
|
Target(1) |
|
Target Award |
|
Actual Cash |
|
Amount |
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Dallas B. Tanner |
|
|
$ |
2,000,000 |
|
|
|
|
200 |
% |
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|
|
96.5 |
% |
|
|
|
$ |
1,930,000 |
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|
Jonathan S. Olsen |
|
|
$ |
687,500 |
|
|
|
|
125 |
% |
|
|
|
96.5 |
% |
|
|
|
$ |
640,241 |
|
|
Charles D. Young |
|
|
$ |
1,050,000 |
|
|
|
|
150 |
% |
|
|
|
96.5 |
% |
|
|
|
$ |
1,013,250 |
|
|
Scott G. Eisen |
|
|
$ |
1,050,000 |
|
|
|
|
150 |
% |
|
|
|
99.5 |
% |
|
|
|
$ |
1,044,750 |
|
|
Mark A. Solls |
|
|
$ |
656,250 |
|
|
|
|
125 |
% |
|
|
|
105.5 |
% |
|
|
|
$ |
666,437 |
|
|
The below chart represents average NEO annual cash incentive payouts by year from 2020-2024, as well as the average payout over the five-year period.
2024 Long-Term (Equity) Incentive Program
On February 22, 2024, the Compensation and Management Development Committee approved our 2024 long-term incentive equity award program (the “2024 LTIP”) under the Invitation Homes Inc. 2017 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), and as of March 1, 2024, granted our NEOs equity-based awards in the form of time vesting RSUs and performance vesting RSUs. When considering the design of the 2024 LTIP, the Committee incorporated several key design practices:
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Majority Performance-Based |
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Target to Outperform |
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Investor Alignment |
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A majority (75%) is performance-based and tied to rigorous performance goals; 25% is time-based and aids in long-term retention |
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In order to earn the target award, the Company must outperform the MSCI US REIT Index by 50 basis points for the Relative TSR metric |
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TSR awards are capped at target if the Company’s three-year absolute TSR is negative |
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2025 Proxy Statement |
61 |
Executive Compensation—Compensation Discussion and Analysis
For each individual award, 75% of the 2024 LTIP RSUs at target are based on performance. 45% are tied to the TSR Relative to RMS Index CAGR (with a cap at target if the Company’s absolute TSR is negative), and 30% are tied to the Company’s Same Store NOI Growth CAGR. The Compensation and Management Development Committee set goals which are reasonably achievable but challenging.
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Performance- Based RSUs
|
3-Year Relative TSR vs. MSCI US REIT Index
|
Payout Levels Threshold (50%) Target (100%) Maximum (200%) |
Hurdles -600 bps +50 bps +600 bps |
3-Year Same-Store NOI Growth
|
Payout Levels Threshold (50%) Target (100%) Maximum (200%) |
Hurdles 2.5% 4.0% 5.5% |
|
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Vest at the end of the three-year performance period |
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Time-Based RSUs
|
Vest ratably over three years |
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The performance vesting RSUs under the 2024 LTIP may be earned based on the achievement of performance conditions over a three-year performance period from January 1, 2024 through December 31, 2026. The number of performance vesting RSUs that may be earned will be determined based on performance achieved during the specified performance period. The performance vesting RSUs may be earned based on two performance measures: (1) the TSR Relative to RMS Index CAGR for the performance period; and (2) the Company’s Same Store NOI Growth CAGR. The RMS Index was chosen as a relative index as it captures our performance relative to other REITs that compete with us for investment capital and due to the fact that all of the S&P 500 REITs are included in the index as well.
Under the terms of the 2024 LTIP award agreements, each of our NEOs is eligible to earn, in respect of each performance condition, a threshold, target, and maximum number of performance vesting RSUs based on whether the performance criteria are achieved at threshold, target, or maximum levels. The total number of performance vesting RSUs earned with respect to each performance measure is based on an achievement factor which, in each case, ranges from a 0% payout for below threshold performance, to 50% for threshold performance, to 100% for target performance, and up to 200% for performance at maximum levels or above. The resulting achievement will be interpolated on a straight-line basis based on actual achievement between the threshold, target, and maximum levels with no payout for any performance measure that did not achieve the threshold.
In general, performance vesting RSUs are earned on the date after the end of the performance period on which the Compensation and Management Development Committee certifies the extent to which the performance criteria have been achieved (the “Certification Date”). The performance vesting RSUs will vest on the Certification Date, subject to each NEO’s continued employment through such Certification Date except in the event of a qualifying involuntary termination. Any unearned performance vesting RSUs will be forfeited without consideration.
The time vesting RSUs under the 2024 LTIP are scheduled to vest in equal annual installments on each of the first three anniversaries of March 1, 2024, subject to each NEO’s continued employment through the applicable vesting date, with certain limited exceptions.
62 |
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Executive Compensation—Compensation Discussion and Analysis
Under the 2024 LTIP, the Compensation and Management Development Committee granted time vesting and performance vesting RSUs to our NEOs in the following amounts (the number of performance vesting RSUs below reflects the number of shares at target), with the actual number of shares to be earned based on the actual achievement of the performance criteria described above.
Name |
|
Performance |
|
Time Vesting |
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|
|
|
|
|
|
|
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Dallas B. Tanner |
|
|
163,767 |
|
|
|
|
58,085 |
|
|
Jonathan S. Olsen |
|
|
30,612 |
|
|
|
|
10,857 |
|
|
Charles D. Young |
|
|
61,222 |
|
|
|
|
21,714 |
|
|
Scott G. Eisen |
|
|
44,897 |
|
|
|
|
15,924 |
|
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Mark A. Solls |
|
|
20,408 |
|
|
|
|
7,238 |
|
|
Status of Pre-2024 Long-Term (Equity) Incentive Programs
Mr. Eisen joined our Company as the Executive Vice President and Chief Investment Officer in August 2023 and did not participate in the 2023, 2022, and 2021 long-term incentive programs. Mr. Olsen was named our Executive Vice President, Chief Financial Officer and Treasurer in June 2023 and was not an NEO for the purposes of the 2022 and 2021 long-term incentive programs.
2021 LTIP Awards
In February 2021, the Compensation and Management Development Committee approved our 2021 long-term incentive equity award program (the “2021 LTIP”), under the Omnibus Incentive Plan, comprising equity-based awards in the form of time vesting RSUs and performance vesting RSUs. The time vesting RSUs under the 2021 LTIP vested in equal annual installments on each of the first three anniversaries of March 1, 2021.
The performance vesting RSUs under the 2021 LTIP were earned based on the achievement of performance conditions over a three-year performance period from January 1, 2021 through December 31, 2023. The number of performance vesting RSUs that were earned were determined based on two performance measures: (1) the TSR Relative to RMS Index CAGR for the performance period; and (2) the Company’s Same Store NOI Growth CAGR.
Actual performance for the two metrics included were as follows:
2021 LTIP |
|
Target |
|
Achievement |
|
Payout |
TSR Relative to RMS Index CAGR |
|
+50bps |
|
+140bps |
|
116% |
Same Store NOI Growth CAGR |
|
4.75% |
|
7.2% |
|
200% |
The performance vesting RSUs vested on the Certification Date. Any unearned performance vesting RSUs were forfeited without consideration. The overall achievement of the performance portion of the 2021 LTIP award was 150%.
|
2025 Proxy Statement |
63 |
Executive Compensation—Compensation Discussion and Analysis
Under the 2021 LTIP, the Compensation and Management Development Committee granted time vesting and performance vesting RSUs to our NEOs in the following amounts (the number of performance vesting RSUs at target and at the actual achievement of the performance criteria described above).
Name |
|
Performance |
|
Actual |
|
Time Vesting |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Dallas B. Tanner |
|
|
166,741 |
|
|
|
|
249,286 |
|
|
|
|
55,423 |
|
|
Charles D. Young |
|
|
46,175 |
|
|
|
|
69,034 |
|
|
|
|
15,348 |
|
|
Mark A. Solls |
|
|
21,164 |
|
|
|
|
31,641 |
|
|
|
|
7,035 |
|
|
2022 LTIP Awards
In February 2022, the Compensation and Management Development Committee approved our 2022 long-term incentive equity award program (the “2022 LTIP”), under the Omnibus Incentive Plan, comprising equity-based awards in the form of time vesting RSUs and performance vesting RSUs. The time vesting RSUs under the 2022 LTIP vested in equal annual installments on each of the first three anniversaries of March 1, 2022.
The performance vesting RSUs under the 2022 LTIP were earned based on the achievement of performance conditions over a three-year performance period from January 1, 2022 through December 31, 2024. The performance vesting RSUs were earned based on two performance measures: (1) the TSR Relative to RMS Index CAGR for the performance period; and (2) the Company’s Same Store NOI Growth CAGR.
Actual performance for the two metrics included were as follows:
2022 LTIP |
|
Target |
|
Achievement |
|
Payout |
TSR Relative to RMS Index CAGR |
|
+50bps |
|
-590bps |
|
51% |
Same Store NOI Growth CAGR |
|
8.00% |
|
6.1% |
|
0% |
The performance vesting RSUs vested on the Certification Date, February 21, 2025. Any unearned performance vesting RSUs were forfeited without consideration. The overall achievement of the performance portion of the 2022 LTIP award was 31%.
Under the 2022 LTIP, the Compensation and Management Development Committee granted time vesting and performance vesting RSUs to our NEOs in the following amounts (the number of performance vesting RSUs at target and at the actual achievement of the performance criteria described above).
Name |
|
Performance |
|
Actual |
Time Vesting |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Dallas B. Tanner |
|
|
146,833 |
|
|
|
|
45,724 |
|
|
|
|
47,647 |
|
Charles D. Young |
|
|
49,887 |
|
|
|
|
15,535 |
|
|
|
|
16,189 |
|
Mark A. Solls |
|
|
18,516 |
|
|
|
|
5,766 |
|
|
|
|
6,009 |
|
64 |
|
|
Executive Compensation—Compensation Discussion and Analysis
2023 LTIP Awards
In February 2023, the Compensation and Management Development Committee approved our 2023 long-term incentive equity award program (the “2023 LTIP”), under the Omnibus Incentive Plan, comprising equity-based awards in the form of time vesting RSUs and performance vesting RSUs. The time vesting RSUs under the 2023 LTIP vest in equal annual installments on each of the first three anniversaries of March 1, 2023.
The performance vesting RSUs under the 2023 LTIP may be earned based on the achievement of performance conditions over a three-year performance period from January 1, 2023 through December 31, 2025. The number of performance vesting RSUs that may be earned will be determined based on performance achieved during the specified performance period. The performance vesting RSUs may be earned based on two performance measures: (1) the TSR Relative to RMS Index CAGR for the performance period; and (2) the Company’s Same Store NOI Growth CAGR.
In general, performance vesting RSUs are earned on the Certification Date, subject to each NEO’s continued employment through such Certification Date except in the event of a qualifying involuntary termination. Any unearned performance vesting RSUs will be forfeited without consideration.
Under the 2023 LTIP, the Compensation and Management Development Committee granted time vesting and performance vesting RSUs to our NEOs in the following amounts (the number of performance vesting RSUs below reflects the number of shares at target), with the actual number of shares to be earned based on the actual achievement of the performance criteria described above.
Name |
|
Performance |
|
|
Time Vesting |
||||||
|
|
|
|
|
|
|
|
|
|
||
Dallas B. Tanner |
|
|
182,008 |
|
|
|
|
|
61,759 |
|
|
Jonathan S. Olsen |
|
|
29,122 |
|
|
|
|
|
9,882 |
|
|
Charles D. Young |
|
|
66,737 |
|
|
|
|
|
22,645 |
|
|
Mark A. Solls |
|
|
23,055 |
|
|
|
|
|
7,823 |
|
|
(1) The closing price of our common stock on the NYSE on the grant date of March 1, 2023, was $30.36. Conversion to RSUs for the TSR component of the award assumes a TSR valuation factor of 103.03% for NEOs.
2023 Sign-On Equity Award for Mr. Eisen
The Compensation and Management Development Committee may, from time to time, approve compensation during the fiscal year to attract new executive officers and incentivize them to join our Company. The following one-time equity award is not considered to be a part of Mr. Eisen’s ongoing target annual compensation. On August 1, 2023, pursuant to Mr. Eisen’s offer of employment letter, the Board granted Mr. Eisen a one-time, sign-on equity award in the form of time vesting RSUs with a grant date fair value of $2,000,000 under the Omnibus Incentive Plan (the “Sign-On RSUs”). The Sign-On RSUs are subject to time vesting requirements and will vest in three equal annual installments on each of the first, second, and third anniversaries of the date of grant.
RSU Dividends
Holders of time vesting RSUs and earned performance vesting RSUs are entitled to receive dividends or dividend equivalent payments, as applicable, to the extent dividends are declared on the Company’s common stock. Such dividends or dividend equivalent payments, as applicable, are payable on the same date and in the same form as are paid to holders of the Company’s common stock. Unearned performance vesting RSUs accrue dividend equivalents, but such dividend equivalents will only be paid to the extent the underlying performance vesting RSUs are earned and, once earned, are payable in the same form as that paid to the Company’s holders of common stock. To date, all dividends declared on the Company’s common stock were paid in cash.
RSU Covenants
Each of the NEO grantees of the RSUs is subject to restrictive covenants related to post-employment non-solicitation and non-competition for 12 months following any termination of employment and indefinite covenants
|
2025 Proxy Statement |
65 |
Executive Compensation—Compensation Discussion and Analysis
covering trade secrets, confidentiality and non-disparagement. Under the LTIP award agreements, if there is a restrictive covenant violation or the NEO engages in a detrimental activity (as defined in the applicable LTIP award agreement) in the four-year period following the grant date, the NEO will be required to pay the Company an amount equal to the after-tax proceeds received upon the sale or disposition of the equity award and any shares issued in respect thereof. In addition, the LTIP RSUs are subject to clawback in the event of a material restatement of the Company’s financial results.
Outperformance Equity-Based Awards
The Compensation and Management Development Committee designed our outperformance program as a way to align executive pay with stockholder interests and to pay our executives at market rates. Awards under our outperformance program are 100% tied to rigorous performance metrics and provide an incentive to achieve significant long-term, absolute and relative stock performance.
Based on feedback we received from stockholders, suggesting that achieving market-level executive compensation could be accomplished through an increase in the LTIP component of our compensation program, the Compensation and Management Development Committee agreed that awards under our annual LTIP program represent a more direct method of aligning our total executive compensation with stockholder interests and market rates than outperformance awards. With this in mind, we did not make supplementary outperformance awards in 2024, and do not anticipate utilizing such awards in the future. Below is a description of the outperformance awards granted in 2019 and 2022.
2019 Outperformance Program
In May 2019, the Compensation and Management Development Committee approved an outperformance program (the “2019 Outperformance Program”) and granted equity-based awards to select key associates starting at a vice-president level and above, including our NEOs. Messrs. Tanner, Young, and Solls’ awards were granted in the form of a class of units (collectively referred to as “OP Units”) of the Company’s operating partnership, Invitation Homes Operating Partnership LP (the “Operating Partnership”), issued under our Omnibus Incentive Plan, convertible into common units of the Operating Partnership (and ultimately into shares of our common stock at the NEOs’ election on a one-for-one basis), following vesting (upon achievement of specific performance objectives). Mr. Olsen’s 2019 Outperformance Program awards were granted in the form of RSUs. Mr. Eisen did not receive a 2019 Outperformance Program award, because he was hired following the completion of the 2019 Outperformance Program performance period. The key terms of the 2019 Outperformance Program were as follows:
The table below provides the maximum value of the 2019 Outperformance Program award opportunity and the actual performance achieved at the end of the performance period.
Name |
|
2019 |
|
Maximum |
|
Actual |
|
2024 |
|
Actual |
|
2024 |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Dallas B. Tanner |
|
|
16.6 |
% |
|
|
|
$ |
6,000,000 |
|
|
|
|
$ |
6,000,000 |
|
|
|
|
$ |
1,500,000 |
|
|
|
|
147,204 |
|
|
|
|
36,801 |
|
|
Charles D. Young |
|
|
12.0 |
% |
|
|
|
$ |
4,340,625 |
|
|
|
|
$ |
4,340,625 |
|
|
|
|
$ |
1,085,156 |
|
|
|
|
106,493 |
|
|
|
|
26,624 |
|
|
Mark A. Solls |
|
|
6.6 |
% |
|
|
|
$ |
2,400,000 |
|
|
|
|
$ |
2,400,000 |
|
|
|
|
$ |
600,000 |
|
|
|
|
58,882 |
|
|
|
|
14,721 |
|
|
2022 Outperformance Program
In March 2022, the Compensation and Management Development Committee approved our 2022 Outperformance Program. Consistent with the 2019 structure, the 2022 Outperformance Program is 100% performance-based, and
66 |
|
|
Executive Compensation—Compensation Discussion and Analysis
tied to absolute and relative TSR metrics, but features even more rigorous performance requirements to achieve target and maximum payouts.
Similarly to the 2019 Outperformance Program, the Compensation and Management Development Committee designed the 2022 Outperformance Program with retention and succession planning in mind, extending participation to select key associates starting at a vice-president level and above, including our NEOs. Mr. Eisen did not receive a 2022 Outperformance Program award, because he was hired following the beginning of the 2022 Outperformance Program performance period. The NEO awards were granted in the form of a class of units of the Operating Partnership (collectively referred to as “2022 OP Units”), issued under our Omnibus Incentive Plan, convertible into common units of the Operating Partnership (and ultimately into shares of our common stock at the NEOs’ election on a one-for-one basis) following vesting (upon achievement of specific performance objectives). Mr. Olsen’s 2022 Outperformance Program awards were granted in the form of RSUs.
Below is a summary of the key terms of the 2022 Outperformance Program:
As of the Interim Measurement Date, the relative TSR component of the 2022 Outperformance Program was calculated at maximum achievement, while the absolute TSR component was below threshold. As such, overall performance as of the Interim Measurement Date results in a 50% payout of the 2022 Outperformance Program, or a guaranteed minimum payout of 25%, provided that certain minimum levels of relative TSR are achieved for the full performance period.
The final award multipliers will be equal to the greater of the payouts determined based on the Interim Measurement Date and performance through March 31, 2025. The awards granted to our NEOs provide for a maximum dollar amount equal to 1.6x their respective total annual target compensation as of the grant date.
The lock-in feature was implemented to safeguard against unforeseen events beyond our control that could negatively impact results of operations. Our Compensation and Management Development Committee responded to stockholders’ concerns relating to the “lock-in” feature and committed to not include such features in our future compensation programs.
The table below illustrates the value of the 2022 Outperformance Program awards in aggregate and on an annualized basis based on the maximum award value and a 50% payout.
|
|
Outperformance |
|
AGGREGATE AWARD OPPORTUNITY |
|
ANNUALIZED AWARD OPPORTUNITY |
|||||||||||||||||||||||
NEO |
|
Program Award |
|
50% |
|
Maximum |
|
50% |
|
Maximum |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Dallas B. Tanner |
|
|
23.3 |
% |
|
|
|
$ |
7,800,000 |
|
|
|
|
$ |
15,600,000 |
|
|
|
|
$ |
2,600,000 |
|
|
|
|
$ |
5,200,000 |
|
|
Charles D. Young |
|
|
9.6 |
% |
|
|
|
$ |
3,200,000 |
|
|
|
|
$ |
6,400,000 |
|
|
|
|
$ |
1,066,667 |
|
|
|
|
$ |
2,133,333 |
|
|
Mark A. Solls |
|
|
4.5 |
% |
|
|
|
$ |
1,520,000 |
|
|
|
|
$ |
3,040,000 |
|
|
|
|
$ |
506,667 |
|
|
|
|
$ |
1,013,333 |
|
|
The values under the annualized award opportunity have been amortized over the three-year performance period to provide a depiction of the way the Compensation and Management Development Committee views each NEO’s participation in this program.
2025 Compensation Decisions
In February 2025, the Compensation and Management Development Committee approved our 2025 executive compensation program that maintains a materially consistent structural design across both the Company’s annual and long-term incentive programs. Our 2025 annual cash incentive program continues to be based upon the
|
2025 Proxy Statement |
67 |
Executive Compensation—Compensation Discussion and Analysis
achievement of certain pre-established performance criteria comprised of corporate financial objectives and strategic priorities, and NEOs' individual performance. Notably, the framework of our 2025 long-term incentive equity award program under the Omnibus Incentive Plan continues to:
Additionally, in establishing 2025 executive compensation, our Compensation and Management Development Committee considered market data relative to the peer group and their performance, changes to the responsibilities of our executive officers, level of pay relative to the Company’s other executives, and approved adjustments to certain compensation components for our NEOs for 2025.
As noted in last year’s proxy statement describing the results of our stockholder outreach, some of our stockholders perceived the awards under the 2022 Outperformance Program as supplementary and suggested that a different approach within our compensation framework could achieve market-level executive compensation. The 2022 Outperformance Program performance period concluded on March 31, 2025, and based on stockholder feedback and after careful deliberation, the Compensation and Management Development Committee determined to discontinue the outperformance program.
Other Matters
Risk Mitigation
The Compensation and Management Development Committee has discussed the concept of risk as it relates to our compensation programs with management and FPC, and the Committee does not believe the goals, or the underlying philosophy, of our compensation programs encourage excessive or inappropriate risk taking. The Company’s incentive compensation programs contain appropriate risk mitigation factors, including award caps, multiple performance metrics, clawback features, and ranges of awards. The share ownership and retention guidelines also mitigate risk. The Committee regularly reviews the incentive compensation plans to ensure they are designed to create and maintain stockholder value and do not encourage excessive risk.
Incentive Compensation Clawback Policy
The Board has adopted our Incentive Compensation Clawback Policy to comply with the requirements of Section 954 of the Dodd-Frank Act, and the related rules and regulations promulgated by the SEC and NYSE. We believe our Incentive Compensation Clawback Policy further reduces the potential risk that an executive officer would intentionally misstate results to benefit under an incentive program. In addition, appropriate language regarding the policy has been included in applicable agreements, and our executive officers are required to acknowledge in writing that compensation we have awarded to them may be subject to reimbursement, clawback, or forfeiture pursuant to the terms of the policy and/or applicable law.
Anti-Hedging and Anti-Pledging Policy
The Company’s directors, officers, and associates are prohibited from hedging the economic risk of their stock ownership and may not engage in hedging transactions with respect to the Company’s securities, including engaging in transactions in forward contracts, equity swaps, collars, exchange funds, puts, calls, options and other derivative securities or any instruments designed to increase in value as a result of, or hedge or offset any decrease in, the market value of the Company’s securities. In addition, the Company’s directors, officers, and associates may not purchase the Company’s securities on margin, borrow against any account in which the Company’s securities are held, or pledge the Company’s securities as collateral for a loan.
68 |
|
|
Executive Compensation—Compensation Discussion and Analysis
Equity Grant Policies
Stock Ownership Policy
We have adopted a stock ownership policy under which each of the Company’s NEOs and each non-employee director serving on the Board who is eligible to receive compensation for his or her service on the Board or committee thereof is expected to own shares of our common stock equal in market value to a specified multiple of his or her annual base salary or cash retainer, as applicable. Under this policy, our CEO is expected to own equity in an amount equal to six times his or her annual base salary, the other officers are required to own equity in an amount equal to three times his or her annual base salary, and the compensated non-employee directors are required to own equity in an amount equal to five times his or her annual cash retainer for serving on the Board (exclusive of any cash payable for service on a committee of the Board or as a chairperson of the Board or committee of the Board). The ownership requirement is expected to be satisfied within five years of the date that the person becomes subject to the policy. In addition, the stock ownership policy provides that, until such person satisfies the ownership requirement, he or she is required to retain at least 50% of the equity such person holds that qualifies toward the ownership requirement and, once the ownership requirement is met, the person must retain the requisite level of equity for so long as he or she is subject to the policy.
Executive Severance Plan
In June 2017, we adopted a severance plan for associates of the Company at the level of Senior Vice President and above (the “Severance Plan”). Each of our NEOs participates in the Severance Plan. As a condition to becoming eligible for benefits under the Severance Plan, each participant must agree to terminate and cancel such other employment, severance protection, or other individual prior agreements relating to severance or termination benefits between such participant and the Company.
The Severance Plan provides for payment of severance and other benefits to eligible executives in the event of a termination of employment with us without cause or following a constructive termination (each as defined in the Severance Plan and each, a “qualifying termination”), or for a limited number of individuals, including our NEOs, the event of a termination with us as a result of death or disability (as such terms are defined in the Severance Plan), in each case, subject to the (i) executive’s execution and non-revocation of a general release of claims in favor of the Company and (ii) continued compliance with the restrictive covenants related to post-employment non-solicitation and non-competition for 12 months following any termination of employment and indefinite covenants covering trade secrets, confidentiality, and non-disparagement.
Retirement Benefits
We maintain a tax-qualified 401(k) plan, under which we match each associate’s contributions dollar-for-dollar up to 3% of such employee’s eligible earnings, and we match 50% on the next 2% of each associate’s eligible earnings contributed. All of our matching contributions are fully vested, and each NEO was eligible to participate in the 401(k) plan in 2024.
Benefits
We provide a competitive benefits package to our associates including a holistic wellness program, which is designed to enhance mental, physical, and financial well-being for associates. We will continue to grow and enhance the wellness offerings in the coming years. Our executive officers are eligible to participate in various benefit plans available to our associates. Under these plans, all associates are entitled to access to health, dental, vision, term life insurance, and disability coverage. All associates, including our executive officers, are also eligible to receive vacation, sick leave, and other paid holidays.
|
2025 Proxy Statement |
69 |
Executive Compensation—Compensation Discussion and Analysis
Generally, we do not have ‘‘executive-only’’ benefits or perquisites, such as company cars, security systems, or financial planning. We maintain a fractional ownership interest in an aircraft, which provides the Company with a certain number of yearly flight hours, that is intended for business travel. Under the Company’s Business Aircraft Use Policy, executive officers are required to agree to reimburse the Company for all aggregate incremental costs incurred in connection with personal use. The aggregate incremental costs are based on the cost to us of the particular flights, including the applicable hourly rate for the aircraft and any variable costs of the flights, such as fuel costs, catering, ground transportation, and related taxes. The amount reimbursed excludes fixed costs that do not change based on actual usage, such as the monthly management fee. No amounts are reported in the Summary Compensation Table for this aircraft use by any executive officers since any such amounts were fully reimbursed to us by the executive officers who used the aircraft for personal use.
70 |
|
|
Executive Compensation—Compensation Discussion and Analysis
Summary Compensation Table
The following table sets forth all compensation awarded to, paid to, or earned by our NEOs for services rendered to us during the fiscal years presented.
Name and |
|
Years |
|
Salary |
Bonus |
Stock |
Options |
Non-Equity |
|
All Other |
Total |
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Dallas B. Tanner |
|
2024 |
|
$ |
1,000,000 |
|
|
|
— |
|
|
$ |
8,025,030 |
|
|
|
— |
|
|
$ |
1,930,000 |
|
|
|
$ |
10,231 |
|
|
$ |
10,965,261 |
|
(Chief Executive Officer) |
|
2023 |
|
$ |
990,385 |
|
|
|
— |
|
|
$ |
7,500,031 |
|
|
|
— |
|
|
$ |
1,891,521 |
|
|
|
$ |
11,385 |
|
|
$ |
10,393,322 |
|
|
|
2022 |
|
$ |
950,000 |
|
|
|
— |
|
|
$ |
12,023,478 |
|
|
|
— |
|
|
$ |
1,180,876 |
|
|
|
$ |
12,200 |
|
|
$ |
14,166,554 |
|
Jonathan S. Olsen |
|
2024 |
|
$ |
530,769 |
|
|
|
— |
|
|
$ |
1,500,054 |
|
|
|
— |
|
|
$ |
640,241 |
|
|
|
$ |
13,800 |
|
|
$ |
2,684,864 |
|
(Executive Vice President and |
|
2023 |
|
$ |
400,019 |
|
|
|
— |
|
|
$ |
1,200,045 |
|
|
|
— |
|
|
$ |
447,645 |
|
|
|
$ |
13,200 |
|
|
$ |
2,060,909 |
|
Chief Financial Officer) |
|
2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
Charles D. Young |
|
2024 |
|
$ |
700,000 |
|
|
|
— |
|
|
$ |
3,000,039 |
|
|
|
— |
|
|
$ |
1,013,250 |
|
|
|
$ |
14,800 |
|
|
$ |
4,728,089 |
|
(President and Chief |
|
2023 |
|
$ |
700,000 |
|
|
|
— |
|
|
$ |
2,750,036 |
|
|
|
— |
|
|
$ |
995,320 |
|
|
|
$ |
14,200 |
|
|
$ |
4,459,556 |
|
Operating Officer) |
|
2022 |
|
$ |
700,000 |
|
|
|
— |
|
|
$ |
4,429,515 |
|
|
|
— |
|
|
$ |
635,154 |
|
|
|
$ |
12,200 |
|
|
$ |
5,776,869 |
|
Scott G. Eisen |
|
2024 |
|
$ |
700,000 |
|
|
|
— |
|
|
$ |
2,200,071 |
|
|
|
— |
|
|
$ |
1,044,750 |
|
|
|
$ |
14,300 |
|
|
$ |
3,959,121 |
|
(Executive Vice President and |
|
2023 |
|
$ |
280,000 |
|
|
|
— |
|
|
$ |
2,000,031 |
|
|
|
— |
|
|
$ |
1,050,000 |
|
|
|
$ |
15,888 |
|
|
$ |
3,345,919 |
|
Chief Investment Officer) |
|
2022 |
|
|
— |
|
|
|
— |
|
|
- |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
Mark A. Solls |
|
2024 |
|
$ |
523,077 |
|
|
|
— |
|
|
$ |
1,000,036 |
|
|
|
— |
|
|
$ |
666,437 |
|
|
|
$ |
13,800 |
|
|
$ |
2,203,350 |
|
(Executive Vice President |
|
2023 |
|
$ |
512,116 |
|
|
|
— |
|
|
$ |
950,031 |
|
|
|
— |
|
|
$ |
504,946 |
|
|
|
$ |
13,200 |
|
|
$ |
1,980,293 |
|
and Chief Legal Officer) |
|
2022 |
|
$ |
500,000 |
|
|
|
— |
|
|
$ |
1,852,203 |
|
|
|
— |
|
|
$ |
364,462 |
|
|
|
$ |
12,200 |
|
|
$ |
2,728,865 |
|
The stock award values reflected in the table above for 2024 represent the grant date fair value in respect of the time vesting RSUs and performance vesting RSUs granted under our 2024 LTIP.
As described further under “Executive Compensation—Compensation Discussion and Analysis—2024 Long-Term (Equity) Incentive Program,” of the 2024 LTIP performance vesting RSUs granted in 2024, 75% of the 2024 LTIP RSUs at target are based on performance, of which 45% are tied to the TSR Relative to RMS Index CAGR (with a cap at target if the Company’s absolute TSR is negative) and 30% are tied to the Company’s Same Store NOI Growth CAGR. The grant date fair value of the RSUs that are earned based on the Same Store NOI Growth CAGR were computed in accordance with FASB ASC Topic 718 based upon the probable outcome of the performance conditions as of the grant date. Assuming the highest level of performance achievement, the aggregate grant date fair value of the RSUs that are earned based on Same Store NOI Growth CAGR would have been: Mr. Tanner—$4,815,014; Mr. Olsen—$900,044; Mr. Young—$1,800,018; Mr. Eisen—$1,320,050; and Mr. Solls—$600,028.
As the 2024 LTIP RSUs that are earned based on the TSR Relative to RMS Index CAGR are subject to market conditions as defined under FASB ASC Topic 718 and are not subject to performance conditions as defined under FASB ASC Topic 718, they have no maximum grant date fair values that differ from the grant date fair values presented in the table.
|
2025 Proxy Statement |
71 |
Executive Compensation—Compensation Discussion and Analysis
2024 Grants of Plan-Based Awards Table
|
|
|
|
ESTIMATED POSSIBLE PAYOUTS |
|
ESTIMATED FUTURE |
|
All |
|
Grant Date |
|
||||||||||||||||
Name |
Grant Name |
Type |
Grant |
Threshold |
|
Target ($) |
|
Max ($) |
|
Threshold |
|
Target |
|
Max |
|
or Units |
|
Awards(4) |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Dallas B. Tanner |
|
|
|
$ |
100,000 |
|
$ |
2,000,000 |
|
$ |
4,000,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
2024 LTIP Time Vesting RSUs |
Time |
3/1/2024 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
58,085 |
|
$ |
2,006,255 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
2024 LTIP Performance Vesting RSUs |
Performance |
3/1/2024 |
|
— |
|
|
— |
|
|
— |
|
|
81,883 |
|
|
163,767 |
|
|
327,534 |
|
|
— |
|
$ |
6,018,775 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Jonathan S. Olsen |
|
|
|
$ |
34,375 |
|
$ |
687,500 |
|
$ |
1,375,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
2024 LTIP Time Vesting RSUs |
Time |
3/1/2024 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
10,857 |
|
$ |
375,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
2024 LTIP Performance Vesting RSUs |
Performance |
3/1/2024 |
|
— |
|
|
— |
|
|
— |
|
|
15,305 |
|
|
30,612 |
|
|
61,224 |
|
|
— |
|
$ |
1,125,054 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Charles D. Young |
|
|
|
$ |
52,500 |
|
$ |
1,050,000 |
|
$ |
2,100,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
2024 LTIP Time Vesting RSUs |
Time |
3/1/2024 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
21,714 |
|
$ |
750,003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
2024 LTIP Performance Vesting RSUs |
Performance |
3/1/2024 |
|
— |
|
|
— |
|
|
— |
|
|
30,610 |
|
|
61,222 |
|
|
122,444 |
|
|
— |
|
$ |
2,250,036 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Scott G. Eisen |
|
|
|
$ |
52,500 |
|
$ |
1,050,000 |
|
$ |
2,100,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
2024 LTIP Time Vesting RSUs |
Time |
3/1/2024 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
15,924 |
|
$ |
550,014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
2024 LTIP Performance Vesting RSUs |
Performance |
3/1/2024 |
|
— |
|
|
— |
|
|
— |
|
|
22,448 |
|
|
44,897 |
|
|
89,794 |
|
|
— |
|
$ |
1,650,057 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mark A. Solls |
|
|
|
$ |
32,813 |
|
$ |
656,250 |
|
$ |
1,312,500 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2024 LTIP Time Vesting RSUs |
Time |
3/1/2024 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
7,238 |
|
$ |
250,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
2023 LTIP Time Vesting RSUs |
Performance |
3/1/2024 |
|
— |
|
|
— |
|
|
— |
|
|
10,204 |
|
|
20,408 |
|
|
40,816 |
|
|
— |
|
$ |
750,036 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
72 |
|
|
Executive Compensation—Compensation Discussion and Analysis
Narrative to Summary Compensation Table and 2024 Grants of Plan—Based Awards Table
We do not have employment agreements with any of our NEOs. For information about payments and benefits to which Messrs. Tanner, Olsen, Young, Eisen, and Solls may be entitled upon qualifying employment termination events or a change in control, see “Executive Compensation—Compensation Discussion and Analysis—Potential Benefits upon a Termination or Change in Control.”
Outstanding Equity Awards at 2024 Fiscal Year End
|
|
STOCK AWARDS |
|||||||||||||||||||
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Name |
Grant |
Number of |
Market Value |
Equity |
Equity |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dallas B. Tanner |
3/1/2022 |
|
|
61,607 |
|
|
|
$ |
1,969,576 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
3/1/2023 |
|
|
41,173 |
|
|
|
$ |
1,316,301 |
|
|
|
|
182,008 |
|
|
|
$ |
5,818,796 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
3/1/2024 |
|
|
58,085 |
|
|
|
$ |
1,856,977 |
|
|
|
|
163,767 |
|
|
|
$ |
5,235,631 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
4/1/2022 |
|
|
— |
|
|
|
|
— |
|
|
|
|
487,957 |
|
|
|
$ |
15,600,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Jonathan S. Olsen |
3/1/2022 |
|
|
3,021 |
|
|
|
$ |
96,581 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
3/1/2023 |
|
|
6,588 |
|
|
|
$ |
210,618 |
|
|
|
|
29,122 |
|
|
|
$ |
931,030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
3/1/2024 |
|
|
10,857 |
|
|
|
$ |
347,098 |
|
|
|
|
30,612 |
|
|
|
$ |
978,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
4/1/2022 |
|
|
— |
|
|
|
|
— |
|
|
|
|
51,048 |
|
|
|
$ |
1,632,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Charles D. Young |
3/1/2022 |
|
|
20,932 |
|
|
|
$ |
669,196 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
3/1/2023 |
|
|
15,097 |
|
|
|
$ |
482,651 |
|
|
|
|
66,737 |
|
|
|
$ |
2,133,582 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
3/1/2024 |
|
|
21,714 |
|
|
|
$ |
694,197 |
|
|
|
|
61,222 |
|
|
|
$ |
1,957,267 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
4/1/2022 |
|
|
— |
|
|
|
$ |
— |
|
|
|
|
200,188 |
|
|
|
$ |
6,400,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Scott G. Eisen |
8/1/2023 |
|
|
37,708 |
|
|
|
$ |
1,205,525 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
3/1/2024 |
|
|
15,924 |
|
|
|
$ |
509,090 |
|
|
|
|
44,897 |
|
|
|
$ |
1,435,357 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mark A. Solls |
3/1/2022 |
|
|
7,769 |
|
|
|
$ |
248,375 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
3/1/2023 |
|
|
5,216 |
|
|
|
$ |
166,756 |
|
|
|
|
23,055 |
|
|
|
$ |
737,068 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
3/1/2024 |
|
|
7,238 |
|
|
|
$ |
231,399 |
|
|
|
|
20,408 |
|
|
|
$ |
652,444 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
4/1/2022 |
|
|
— |
|
|
|
|
— |
|
|
|
|
95,089 |
|
|
|
$ |
3,040,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(a) 2022 LTIP time vesting RSUs: the outstanding awards vested on March 1, 2025.
(b) 2022 LTIP performance vesting RSUs: the performance period ended on December 31, 2024, but the awards remain subject to time vesting conditions. The amounts reported under “Number of Shares or Units of Stock That Have Not Vested” reflect the number of RSUs earned based on actual achievement under the performance measures as of the end of the applicable performance period. These awards vested upon the Certification Date and were issued, as shares of our common stock, net of tax, in February 2025.
(c) 2023 LTIP time vesting RSUs: the award is scheduled to vest or vested in equal annual installments on each of the first three anniversaries of the grant date of March 1, 2023.
(d) 2024 LTIP time vesting RSUs: the award is scheduled to vest in equal annual installments on each of the first three anniversaries of the grant date of March 1, 2024.
(e) Mr. Eisen's Sign-On RSUs will vest in three equal annual installments on each of the first three anniversaries of the grant date of August 1, 2023.
|
2025 Proxy Statement |
73 |
Executive Compensation—Compensation Discussion and Analysis
2024 LTIP performance vesting RSUs are earned in respect of a number of shares based on the achievement of the TSR Relative to the RMS Index CAGR and Same Store NOI Growth CAGR at the end of a specified performance period on December 31, 2026 and, thereafter, remain subject to time vesting conditions until the Certification Date. See “Executive Compensation—Compensation Discussion and Analysis—2024 Long-Term (Equity) Incentive Program.” The number and market value of shares reported above reflect the portion of the 2024 LTIP performance vesting RSUs based on target performance of the TSR Relative to the RMS Index CAGR and target performance of Same Store NOI Growth CAGR, as our achievement under each of these measures as of December 31, 2024 was between threshold and target for both metrics. The actual number of shares that will be deliverable is not yet determinable.
2024 Stock Vested Table
Name |
|
Number of Shares |
|
Value Realized on |
|||||||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Dallas B. Tanner |
|
|
341,030 |
|
|
|
|
$ |
11,464,567 |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Jonathan S. Olsen |
|
|
21,218 |
|
|
|
|
$ |
721,650 |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Charles D. Young |
|
|
113,718 |
|
|
|
|
$ |
3,858,279 |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Scott G. Eisen |
|
|
18,854 |
|
|
|
|
$ |
669,883 |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Mark A. Solls |
|
|
53,317 |
|
|
|
|
$ |
1,812,390 |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
(a) As to Mr. Tanner, 18,475 shares acquired on vesting of his 2021 LTIP time vesting RSUs on March 1, 2024, 249,286 shares acquired on the vesting of his 2021 LTIP performance vesting RSUs which vested on February 22, 2024, 15,882 shares acquired on the vesting of a portion of his 2022 LTIP time vesting RSUs on March 1, 2024, 20,586 shares acquired on the vesting of a portion of his 2023 LTIP time vesting RSUs on March 1, 2024, and 36,801 OP Units acquired on the vesting of his 2019 Outperformance Program award on March 31, 2024.
(b) As to Mr. Olsen, 853 shares acquired on vesting of his 2021 LTIP time vesting RSUs on March 1, 2024, 11,507 shares acquired on the vesting of his 2021 LTIP performance vesting RSUs which vested on February 22, 2024, 779 shares acquired on the vesting of a portion of his 2022 LTIP time vesting RSUs on March 1, 2024, 3,294 shares acquired on the vesting of a portion of his 2023 LTIP time vesting RSUs on March 1, 2024, and 4,785 RSUs acquired on vesting of his 2019 Outperformance Program award on March 31, 2024.
(c) As to Mr. Young, 5,116 shares acquired on vesting of his 2021 LTIP time vesting RSUs on March 1, 2024, 69,034 shares acquired on the vesting of his 2021 LTIP performance vesting RSUs which vested on February 22, 2024, 5,396 shares acquired on the vesting of a portion of his 2022 LTIP time vesting RSUs on March 1, 2024, 7,548 shares acquired on the vesting of a portion of his 2023 LTIP time vesting RSUs on March 1, 2024, and 26,624 OP Units acquired on the vesting of his 2019 Outperformance Program award on March 31, 2024.
(d) As to Mr. Eisen, 18,854 shares acquired on vesting of his Sign-On RSUs on August 1, 2024.
(f) As to Mr. Solls, 2,345 shares acquired on vesting of his 2021 LTIP time vesting RSUs on March 1, 2024, 31,641 shares acquired on the vesting of his 2021 LTIP performance vesting RSUs which vested on February 22, 2024, 2,003 shares acquired on the vesting of a portion of his 2022 LTIP time vesting RSUs on March 1, 2024, 2,607 shares acquired on the vesting of a portion of his 2023 LTIP time vesting RSUs on March 1, 2024, and 14,721 OP Units acquired on the vesting of his 2019 Outperformance Program award on March 31, 2024.
74 |
|
|
Executive Compensation—Compensation Discussion and Analysis
Potential Benefits upon a Termination or Change in Control
The following table describes the potential payments and benefits that would have been payable to our NEOs who remained employed at the end of the year under existing plans, assuming (1) a qualifying termination of employment, (2) a change in control, (3) a qualifying termination within 24 months of a change in control, or (4) death or disability occurred, in each case, on December 31, 2024.
Because the disclosures in the table assume the occurrence of a termination or change in control as of a particular date and under a particular set of circumstances and therefore make a number of important assumptions, the actual amount to be paid to each of our NEOs upon a termination or change in control may vary significantly from the amounts included herein.
Name |
|
|
Qualifying |
|
|
|
Change in |
|
|
|
Qualifying |
|
|
|
Death or |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dallas B. Tanner |
Severance(1) |
|
$ |
6,000,000 |
|
|
|
|
— |
|
|
|
$ |
9,000,000 |
|
|
|
|
— |
|
|
|
Bonus(2) |
|
$ |
1,930,000 |
|
|
|
|
— |
|
|
|
$ |
1,930,000 |
|
|
|
$ |
1,930,000 |
|
|
|
Time Vesting RSUs(3) |
|
$ |
1,784,885 |
|
|
|
$ |
3,681,058 |
|
|
|
$ |
3,681,058 |
|
|
|
$ |
3,681,058 |
|
|
|
Performance Vesting RSUs(3)(4) |
|
$ |
9,197,449 |
|
|
|
$ |
7,415,346 |
|
|
|
$ |
13,368,895 |
|
|
|
$ |
9,197,449 |
|
|
|
Continuation of Benefits(5) |
|
$ |
25,370 |
|
|
|
|
— |
|
|
|
$ |
38,055 |
|
|
|
|
— |
|
|
|
Other Benefits(6) |
|
$ |
57,692 |
|
|
|
|
— |
|
|
|
$ |
57,692 |
|
|
|
|
— |
|
|
|
Total |
|
$ |
18,995,396 |
|
|
|
$ |
11,096,404 |
|
|
|
$ |
28,075,700 |
|
|
|
$ |
14,808,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Jonathan S. Olsen |
Severance(1) |
|
$ |
1,856,250 |
|
|
|
|
— |
|
|
|
$ |
2,784,375 |
|
|
|
|
— |
|
|
|
Bonus(2) |
|
$ |
640,241 |
|
|
|
|
— |
|
|
|
$ |
640,241 |
|
|
|
$ |
640,241 |
|
|
|
Time Vesting RSUs(3) |
|
$ |
245,913 |
|
|
|
$ |
582,621 |
|
|
|
$ |
582,621 |
|
|
|
$ |
582,621 |
|
|
|
Performance Vesting RSUs(3)(4) |
|
$ |
1,143,055 |
|
|
|
$ |
964,119 |
|
|
|
$ |
1,856,562 |
|
|
|
$ |
1,143,055 |
|
|
|
Continuation of Benefits(5) |
|
$ |
14,968 |
|
|
|
|
— |
|
|
|
$ |
22,452 |
|
|
|
|
— |
|
|
|
Other Benefits(6) |
|
$ |
31,731 |
|
|
|
|
— |
|
|
|
$ |
31,731 |
|
|
|
|
— |
|
|
|
Total |
|
$ |
3,932,158 |
|
|
|
$ |
1,546,740 |
|
|
|
$ |
5,917,982 |
|
|
|
$ |
2,365,917 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Charles D. Young |
Severance(1) |
|
$ |
2,625,000 |
|
|
|
|
— |
|
|
|
$ |
3,937,500 |
|
|
|
|
— |
|
|
|
Bonus(2) |
|
$ |
1,013,250 |
|
|
|
|
— |
|
|
|
$ |
1,013,250 |
|
|
|
$ |
1,013,250 |
|
|
|
Time Vesting RSUs(3) |
|
$ |
645,251 |
|
|
|
$ |
1,349,390 |
|
|
|
$ |
1,349,390 |
|
|
|
$ |
1,349,390 |
|
|
|
Performance Vesting RSUs(3)(4) |
|
$ |
3,497,550 |
|
|
|
$ |
2,777,362 |
|
|
|
$ |
5,058,038 |
|
|
|
$ |
3,497,550 |
|
|
|
Continuation of Benefits(5) |
|
$ |
25,435 |
|
|
|
|
— |
|
|
|
$ |
38,152 |
|
|
|
|
— |
|
|
|
Other Benefits(6) |
|
$ |
40,385 |
|
|
|
|
— |
|
|
|
$ |
40,385 |
|
|
|
|
— |
|
|
|
Total |
|
$ |
7,846,871 |
|
|
|
$ |
4,126,752 |
|
|
|
$ |
11,436,715 |
|
|
|
$ |
5,860,190 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Scott G. Eisen |
Severance(1) |
|
$ |
1,750,000 |
|
|
|
|
— |
|
|
|
$ |
2,625,000 |
|
|
|
|
— |
|
|
|
Bonus(2) |
|
$ |
1,044,750 |
|
|
|
|
— |
|
|
|
$ |
1,044,750 |
|
|
|
$ |
1,044,750 |
|
|
|
Time Vesting RSUs(3) |
|
$ |
772,459 |
|
|
|
$ |
1,714,615 |
|
|
|
$ |
1,714,615 |
|
|
|
$ |
1,714,615 |
|
|
|
Performance Vesting RSUs(3)(4) |
|
$ |
325,614 |
|
|
|
$ |
487,574 |
|
|
|
$ |
975,117 |
|
|
|
$ |
325,614 |
|
|
|
Continuation of Benefits(5) |
|
$ |
7,947 |
|
|
|
|
— |
|
|
|
$ |
7,947 |
|
|
|
|
— |
|
|
|
Other Benefits(6) |
|
$ |
40,385 |
|
|
|
|
— |
|
|
|
$ |
40,385 |
|
|
|
|
— |
|
|
|
Total |
|
$ |
3,941,155 |
|
|
|
$ |
2,202,189 |
|
|
|
$ |
6,407,814 |
|
|
|
$ |
3,084,979 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mark A. Solls |
Severance(1) |
|
$ |
1,181,250 |
|
|
|
|
— |
|
|
|
$ |
1,771,875 |
|
|
|
|
— |
|
|
|
Bonus(2) |
|
$ |
666,437 |
|
|
|
|
— |
|
|
|
$ |
666,437 |
|
|
|
$ |
666,437 |
|
|
|
Time Vesting RSUs(3) |
|
$ |
224,525 |
|
|
|
$ |
462,190 |
|
|
|
$ |
462,190 |
|
|
|
$ |
462,190 |
|
|
|
Performance Vesting RSUs(3)(4) |
|
$ |
1,405,881 |
|
|
|
$ |
1,067,798 |
|
|
|
$ |
1,951,225 |
|
|
|
$ |
1,405,881 |
|
|
|
Continuation of Benefits(5) |
|
$ |
18,615 |
|
|
|
|
— |
|
|
|
$ |
18,615 |
|
|
|
|
— |
|
|
|
Other Benefits(6) |
|
$ |
30,288 |
|
|
|
|
— |
|
|
|
$ |
30,288 |
|
|
|
|
— |
|
|
|
Total |
|
$ |
3,526,996 |
|
|
|
$ |
1,529,988 |
|
|
|
$ |
4,900,630 |
|
|
|
$ |
2,534,508 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
2025 Proxy Statement |
75 |
Executive Compensation—Compensation Discussion and Analysis
Executive Severance Plan
In June 2017, we adopted the Invitation Homes Inc. Executive Severance Plan for associates of the Company at the level of Senior Vice President and above (the "Severance Plan"). Each of our NEOs participates in the Severance Plan. The Severance Plan provides for payment of severance and other benefits to eligible executives in the event of a termination of employment with us without cause or following a constructive termination (each as defined in the Severance Plan and each, a “qualifying termination”), or for a limited number of individuals, including our NEOs, the event of a termination with us as a result of death or disability (as such terms are defined in the Severance Plan), in each case, subject to the (i) executive’s execution and non-revocation of a general release of claims in favor of the Company and (ii) continued compliance with the restrictive covenants related to post-employment non-solicitation and non-competition for 12 months following any termination of employment and indefinite covenants covering trade secrets, confidentiality, and non-disparagement.
In the event of a qualifying termination, in addition to specified accrued benefits, which the executive has earned but has not yet received and to which the executive is entitled, the Severance Plan provides for the following additional payments and benefits:
Notwithstanding the foregoing, in the event such qualifying termination occurs during the two-year period following a change in control (as defined in the Severance Plan), in addition to specified accrued benefits, which the executive has earned but has not yet received and to which the executive is entitled, the Severance Plan provides for the following payments and benefits:
In the event of a termination of employment with us as a result of the NEO’s death or disability (as defined in the Omnibus Incentive Plan), in addition to certain accrued obligations, which the NEO has earned and to which he is entitled, the Severance Plan provides for a lump-sum pro-rata annual cash incentive for the year of termination, calculated based on the greater of (i) target annual cash incentive for the year of termination and (ii) the actual annual cash incentive paid in respect of the year prior to the year of termination.
76 |
|
|
Executive Compensation—Compensation Discussion and Analysis
LTIP RSUs
Time Vesting LTIP RSUs
Upon a termination of the NEO’s employment by the Company without “cause” (as defined in the Omnibus Incentive Plan) applicable to the 2022, 2023, and 2024 LTIP RSUs (collectively, the “LTIP RSUs”) or, if the NEO resigns from employment following a “constructive termination” (as defined in the award agreement applicable to the LTIP RSUs) (together with a termination without cause, a “qualifying involuntary termination”), the next installment of time vesting LTIP RSUs that would have vested on the next scheduled vesting date will vest as of the date of termination. Time vesting LTIP RSUs that are eligible to vest upon a qualifying involuntary termination are subject to the NEO’s execution and non-revocation of a release of claims in favor of the Company.
Upon a NEO’s death or a termination of the NEO’s employment by the Company following the NEO’s “disability” (as defined in the Omnibus Incentive Plan), any unvested time vesting LTIP RSUs will vest as of the date of termination. Time vesting LTIP RSUs will also continue to vest according to the original vesting schedule following the NEO’s “retirement” (as defined below) and will be subject to forfeiture if the NEO violates specified restrictive covenants agreed to with the Company and described below.
Upon a change in control, if the time vesting LTIP RSUs are assumed by the successor or acquiror and a qualifying involuntary termination occurs during the two-year period following a change in control, any then-unvested time vesting LTIP RSUs will vest. Upon a change in control, if the time vesting LTIP RSUs are not assumed by the successor or acquiror, any then-unvested time vesting LTIP RSUs will immediately vest.
For Messrs. Tanner, Olsen, Young, and Eisen, “retirement” is defined as a voluntary resignation of employment at such time that the NEO is at least 55 years old, the NEO has at least 10 years of continuous service and the sum of the NEO’s age and years of service equals at least 65, provided that the NEO has given at least six months’ prior notice of the NEO’s retirement. For Mr. Solls, “retirement” is defined as a voluntary resignation of employment at such time that the NEO is at least 60 years old and the sum of the NEO’s age and years of service equals at least 65, provided that the NEO has given at least six months’ prior notice of the NEO’s retirement.
Performance Vesting LTIP RSUs
Performance vesting LTIP RSUs are earned on the Certification Date. These performance vesting LTIP RSUs will vest on the Certification Date, subject to the NEO’s continued employment through such Certification Date, except in the event of a qualifying involuntary termination as described below. Any unearned performance vesting LTIP RSUs will be forfeited without consideration.
Notwithstanding the foregoing, upon a qualifying involuntary termination prior to the last day of any performance period, a prorated portion of the performance vesting LTIP RSUs will remain outstanding and eligible to vest based on actual performance through the last day of the applicable performance period, based on the number of days during the applicable performance period that the NEO was employed. Any performance vesting LTIP RSUs that are earned based on actual performance will vest on, and settle as soon as practicable following, the applicable Certification Date. Upon a qualifying involuntary termination following the last day of any performance period but prior to the Certification Date, any unearned and unvested performance vesting LTIP RSUs will vest on the applicable Certification Date based on actual performance as of the end of the performance period. Upon a qualifying involuntary termination following the Certification Date where such performance vesting LTIP RSUs are subject to continued service vesting conditions, such earned but unvested performance vesting LTIP RSUs will vest on the NEO’s termination date. Performance vesting LTIP RSUs that are eligible to vest upon a qualifying involuntary termination are subject to the NEO’s execution and non-revocation of a release of claims in favor of the Company.
Upon a NEO’s death or a termination of the NEO’s employment by the Company following the NEO’s “disability,” with respect to performance vesting LTIP RSUs for which the applicable performance period has not been completed, a prorated portion of the Performance Vesting RSUs will remain outstanding and eligible to vest based on actual performance on the last day of the performance period, with such proration based on the number of days the NEO was employed during the performance period. Following the NEO’s “retirement,” a prorated number of performance vesting LTIP RSUs shall remain outstanding and eligible to become earned, based on the extent to which the performance conditions are satisfied following the completion of the performance period, with such proration based on the number of days the NEO was employed during the performance period. Upon a change in
|
2025 Proxy Statement |
77 |
Executive Compensation—Compensation Discussion and Analysis
control, the number of performance vesting LTIP RSUs that become earned will be calculated based on actual performance through the date of the change in control without proration. Any performance vesting LTIP RSUs will vest as to 50% of such earned performance vesting LTIP RSUs on the date of the change in control and, as to the remaining 50% on the first anniversary of the change in control (or, in each case, upon a qualifying involuntary termination that occurs within the two-year period following the change in control). If the awards are not assumed by the successor or acquiror, or are unable to be measured in a consistent manner, any earned performance vesting LTIP RSUs (including the performance vesting LTIP RSUs that become earned in connection with the change in control) will immediately vest as of the change in control.
Sign-On RSUs
Per the terms of Mr. Eisen’s Sign-On RSU award agreement, upon a termination of the Mr. Eisen’s employment by the Company without “cause” (as defined in the Sign-On RSU award agreement), or if Mr. Eisen resigns from employment following a “constructive termination” (as defined in the Sign-On RSU award agreement, together with a termination without cause, a “qualifying involuntary termination”), the next installment of Sign-On RSUs that would have vested on the next scheduled vesting date will vest as of the date of termination. Sign-On RSUs that are eligible to vest upon a qualifying involuntary termination are subject to Mr. Eisen’s execution and non-revocation of a release of claims in favor of the Company.
Upon Mr. Eisen’s death or a termination of employment by the Company following Mr. Eisen’s “disability” (as defined in the Omnibus Incentive Plan), any unvested Sign-On RSUs will vest as of the date of termination. Sign-On RSUs will also continue to vest according to the original vesting schedule following Mr. Eisen’s retirement and will be subject to forfeiture if he violates specified restrictive covenants agreed to with the Company and described below.
Upon a change in control, if the Sign-On RSUs are assumed by the successor or acquiror and a qualifying involuntary termination occurs during the two-year period following a change in control, any then-unvested Sign-On RSUs will vest. Upon a change in control, if the Sign-On RSUs are not assumed by the successor or acquiror, any then-unvested Sign-On RSUs will immediately vest.
2022 Outperformance Program Awards
Following calculation of the award value under the 2022 Outperformance Program, a number of OP Units with a value equal to the award value (obtained using the closing price per share on the date that is not later than 30 days following the last day of the 2022 Outperformance Program performance period (the “2022 Outperformance Program Determination Date”)) shall become earned OP Units, based on actual performance during the performance period. Any unearned OP Units shall be forfeited effective as of the last day of the performance period. 50% of the earned OP Units will vest on the 2022 Outperformance Program Determination Date; and the remaining 50% of the earned OP Units will vest on the first anniversary of the last day of the performance period, subject to continued employment on the applicable vesting date, except in the event of a qualifying involuntary termination as described below.
Notwithstanding the foregoing, upon a qualifying involuntary termination prior to the last day of the 2022 Outperformance Program performance period, a prorated portion of the maximum award value will remain outstanding and eligible to vest based on actual performance through the last day of the performance period, based on the number of days the NEO was employed during the performance period. Any OP Units that become earned OP Units following the 2022 Outperformance Program Determination Date, based on the prorated award value shall become fully vested on such Determination Date.
Upon a NEO’s death or a termination of the NEO’s employment by the Company following the NEO’s “disability,” with respect to OP Units for which the 2022 Outperformance Program performance period has not been completed, a prorated portion of the maximum award value will remain outstanding and eligible to be earned based on actual performance on the last day of the performance period, with such proration based on the number of days the NEO was employed during the performance period.
In the event of a NEO’s retirement prior to the end of the 2022 Outperformance Program performance period, following written notice at least six months prior to the date of the NEO’s resignation, a prorated portion of the maximum award value will remain outstanding and eligible to be earned based on actual performance on the last day of the performance period. The proration would be based on the number of days the NEO was employed during the
78 |
|
|
Executive Compensation—Compensation Discussion and Analysis
performance period. Any OP Units that become earned OP Units following the 2022 Outperformance Program Determination Date shall remain outstanding and eligible to vest. In the event of a NEO’s retirement following the end of the performance period, with respect to any OP Units that have become earned OP Units prior to the termination date, such earned OP Units shall remain outstanding and eligible to vest.
Upon a change in control, the award value will be calculated based on actual performance through the date of the change in control without proration. Earned OP Units shall become vested as to 50% as of the date of the change in control, and 50% on the first anniversary of the date of the change in control. In the event of a qualifying termination during the 12-month period immediately following a change in control, any unvested earned OP Units shall become vested as of the termination date. If the awards are not assumed by the successor or acquiror, or are unable to be measured in a consistent manner, any earned OP Units (including the earned OP units that become earned in connection with the change in control) will immediately vest as of the change in control.
Covenants
Each NEO is subject to restrictive covenants set forth in the Severance Plan, including an indefinite confidentiality covenant and covenants regarding non-competition and non-solicitation of employees and current or prospective clients or customers, in each case, at all times during employment and for up to 12 months after termination of employment.
Under the LTIP award agreements and our 2019 and 2022 Outperformance Programs, if there is a restrictive covenant violation or the executive grantee engages in a detrimental activity (as defined in the applicable award agreement) in the four-year period following the grant date, the executive will be required to pay the Company an amount equal to the after-tax proceeds received upon the sale or disposition of the equity award and any shares issued in respect thereof.
CEO Pay Ratio
As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K of the Exchange Act, we are providing the following information regarding the ratio of the annual total compensation for our principal executive officer to the median of the annual total compensation of all our associates (other than our principal executive officer) (the “CEO Pay Ratio”). Our CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with Item 402(u).
We selected the median associate based on the 1,749 associates employed by the Company as of December 31, 2024 (excluding Mr. Tanner, our CEO). In identifying our median associate, we calculated the annual total target cash compensation of each associate as of December 31, 2024. Annual total target cash compensation included base salary and target bonus and was calculated using internal human resources records. We believe this consistently applied compensation measure reasonably reflects annual compensation across our associate base. We did not apply cost-of-living adjustments as part of the calculation.
The 2024 annual total compensation as determined under Item 402(c)(2)(x) of Regulation S-K for our CEO, which is the amount set forth in the “Total” column of our Summary Compensation Table, was $10,965,261. The 2024 annual total compensation as determined under Item 402(c)(2)(x) of Regulation S-K for our median associate was $74,101. Our CEO Pay Ratio was, therefore, 148 to 1.
|
2025 Proxy Statement |
79 |
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K under the Exchange Act, we provide the following disclosure regarding executive “compensation actually paid” (“CAP”), calculated in accordance with the requirements of Item 402(v), and certain Company performance measures for the fiscal years listed below. The Company’s selected performance measure included in the table below is AFFO (as defined in “Executive Compensation—Compensation Discussion and Analysis” above). This disclosure was prepared in accordance with the requirements of Item 402(v) and does not necessarily reflect the value actually realized by our NEOs, how our NEOs’ compensation relates to Company performance, or how the Compensation and Management Development Committee evaluates compensation decisions in light of Company or individual performance. Please refer to “Executive Compensation—Compensation Discussion and Analysis” above for a complete description of how our executive compensation relates to Company performance and how the Committee makes its compensation decisions.
The information provided under this Pay Versus Performance section will not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933, or the Exchange Act, except to the extent the Company specifically incorporates it by reference.
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Average |
Average |
VALUE OF INITIAL FIXED $100 |
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Year |
|
Summary |
Compensation |
Compensation |
Compensation |
Total |
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Peer Group |
Net Income |
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2024 |
|
$ |
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$ |
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$ |
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|
$ |
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$ |
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$ |
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$ |
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$ |
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2023 |
|
$ |
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$ |
|
|
$ |
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|
$ |
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|
$ |
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|
$ |
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$ |
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$ |
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2022 |
|
$ |
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|
$ |
( |
) |
|
$ |
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$ |
( |
) |
|
$ |
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$ |
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$ |
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$ |
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||||||
2021 |
|
$ |
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$ |
|
|
$ |
|
|
$ |
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$ |
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|
$ |
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|
$ |
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|
$ |
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2020 |
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$ |
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$ |
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$ |
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$ |
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$ |
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|
$ |
|
|
$ |
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|
$ |
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2020 |
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2021 |
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2022 |
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2023 |
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2024 |
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CEO |
Dallas B. Tanner |
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Dallas B. Tanner |
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Dallas B. Tanner |
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|
Dallas B. Tanner |
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Dallas B. Tanner |
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|||||
Summary Compensation Table Total Compensation |
$ |
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|
$ |
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|
$ |
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|
$ |
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$ |
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|||||
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|||||
Less: Stock and Option Award Values Reported in Summary Compensation Table for the Covered Year ($) |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
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|||||
Plus: Fair Value for Stock and Options Awards Granted in the Covered Year ($) |
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|||||
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) |
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( |
) |
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( |
) |
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( |
) |
|||
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|||||
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|||||
Less: Fair Value of Stock and Option Awards Forfeited During the Covered Year |
|
— |
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— |
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|
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— |
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— |
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— |
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|||||
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|||||
Compensation Actually Paid ($) |
$ |
|
|
$ |
|
|
($ |
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|
$ |
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$ |
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|||||
|
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|||||
80 |
|
|
Pay Versus Performance
As noted above, in 2024, the non-CEO NEO group changed to exclude Mr. Freedman after his departure from the Company in 2023. In 2023 the non-CEO NEOs changed as follows:
|
|
2020 |
2021 |
2022 |
2023 |
2024 |
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Non-CEO NEOs |
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|||||
Summary Compensation Table Total Compensation |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
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$ |
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|||||
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|
|||||
Less: Stock and Option Award Values Reported in Summary Compensation Table for the Covered Year ($) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
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( |
) |
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( |
) |
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|||||
Plus: Fair Value for Stock and Options Awards Granted in the Covered Year ($) |
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|||||
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) |
|
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( |
) |
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( |
) |
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( |
) |
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|
|||||
Less: Fair Value of Stock and Option Awards Forfeited During the Covered Year |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
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( |
) |
|
|
— |
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|||||
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|
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|
|||||
Compensation Actually Paid ($) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
||||
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|||||
|
2025 Proxy Statement |
81 |
Pay Versus Performance
Relationship Between Compensation Actually Paid and Performance Measures
CAP, as calculated under Item 402(v) of Regulation S-K, reflects adjusted values to unvested and vested equity awards during the years shown in the Pay Versus Performance table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price achievement and varying levels of projected and actual achievement of performance goals.
Compensation Actually Paid versus Cumulative TSR
82 |
|
|
Pay Versus Performance
Compensation Actually Paid versus Net Income
|
2025 Proxy Statement |
83 |
Pay Versus Performance
Compensation Actually Paid versus
Adjusted Funds from Operations (AFFO)
As discussed in the in “Executive Compensation—Compensation Discussion and Analysis,” our compensation program is heavily weighted towards performance-based compensation, reflecting our philosophy of increasing the long-term value of the Company and supporting strategic and operational objectives. The metrics used within our annual cash incentive plan and our long-term incentive award plans are selected to support these objectives. In our assessment, the most important financial performance measures used to link CAP (as calculated in accordance with Item 402(v) of Regulation S-K) to our NEOs in 2024 to our performance were:
84 |
|
|
PROPOSAL NO. 4
Non-Binding Advisory Vote to Determine the Frequency of Stockholder Votes to Approve Executive Compensation
|
The Board of Directors unanimously recommends that you vote “ONE YEAR,” on a non-binding advisory basis, with respect to how frequently stockholder votes to approve executive compensation should occur. |
In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Act) and the related rules of the SEC, we are including in these proxy materials a proposal for stockholders to recommend, in a non-binding advisory vote, whether a non-binding stockholder vote to approve the compensation paid to our named executive officers should occur every one, two or three years. While the results of the vote are non-binding and advisory in nature, the Board intends to carefully consider the results of the vote. It is expected that the next non-binding advisory vote of frequency of stockholder votes to approve executive compensation will occur at our annual meeting of stockholders in 2031.
In considering their vote, stockholders may wish to review the information on our compensation policies and decisions regarding the named executive officers presented in “Compensation Discussion and Analysis,” as well as the discussion regarding the Compensation Committee in “The Board of Directors and Certain Governance Matters—Committees of the Board of Directors; Meetings of the Board of Directors and its Committees—Compensation and Management Development Committee.”
We believe a one-year frequency is most consistent with the Company’s approach to compensation. Our reasons include:
Our Compensation and Management Development Committee reviews our executive compensation program regularly to ensure alignment with goals of attracting and retaining individuals with the qualifications to meet the Company’s strategic objectives and value creation for our stockholders.
|
2025 Proxy Statement |
85 |
Equity Compensation Plan Information
The following table provides information as of December 31, 2024, regarding shares of our common stock that may be issued under the Omnibus Incentive Plan:
|
AS OF DECEMBER 31, 2024 |
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|
|
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|
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|
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|
|||
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|||
|
Number of |
|
Weighted |
|
Number of |
||||||||||||
|
|
|
|
|
|
|
|
|
|
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|
|||
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|
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|
|||
Equity compensation plans approved by stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Omnibus Incentive Plan |
|
|
5,083,077 |
|
|
|
|
|
— |
|
|
|
|
|
4,728,212 |
|
|
Equity compensation plans not approved by stockholders |
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
— |
|
|
Total |
|
|
5,083,077 |
|
|
|
|
|
— |
|
|
|
|
|
4,728,212 |
|
|
86 |
|
|
Ownership of Securities
The following table sets forth information regarding the beneficial ownership of shares of our common stock as of the Record Date held by (1) each person known to us to beneficially own more than 5% of our outstanding common stock, (2) each of our directors, director nominees, and NEOs and (3) all of our current directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC. Unless otherwise noted, the address of each beneficial owner is 5420 LBJ Freeway, Suite 600, Dallas, Texas 75240.
The percentages included in the following table are based on 612,883,131 shares of our common stock outstanding as of the Record Date.
Beneficial Owner |
|
Number of Shares |
|
Percentage of |
||||||
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|
|
|
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||
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|
|
|
|
|
|
||
Owners of More Than 5% |
|
|
|
|
|
|
|
|
||
The Vanguard Group(1) |
|
|
96,578,365 |
|
|
|
|
15.76 |
% |
|
Blackrock, Inc.(2) |
|
|
62,292,700 |
|
|
|
|
10.16 |
% |
|
Cohen & Steers, Inc.(3) |
|
|
61,777,506 |
|
|
|
|
10.08 |
% |
|
Norges Bank (The Central Bank of Norway)(4) |
|
|
52,861,723 |
|
|
|
|
8.63 |
% |
|
State Street Corporation(5) |
|
|
38,526,674 |
|
|
|
|
6.29 |
% |
|
Directors, Director Nominees and NEOs |
|
|
|
|
|
|
|
|
||
Jana Cohen Barbe(6) |
|
|
28,068 |
|
|
|
* |
|
|
|
Richard D. Bronson(6) |
|
|
65,478 |
|
|
|
* |
|
|
|
Michael D. Fascitelli(6) |
|
|
75,398 |
|
|
|
* |
|
|
|
H. Wyman Howard III(6) |
|
|
3,402 |
|
|
|
* |
|
|
|
Kellen Smith Kenny |
|
|
— |
|
|
|
* |
|
|
|
Jeffrey E. Kelter(6) |
|
|
51,702 |
|
|
|
* |
|
|
|
Joseph D. Margolis(6) |
|
|
26,331 |
|
|
|
* |
|
|
|
John B. Rhea(6) |
|
|
57,018 |
|
|
|
* |
|
|
|
Janice L. Sears(6)(7) |
|
|
53,168 |
|
|
|
* |
|
|
|
Frances Aldrich Sevilla-Sacasa(6) |
|
|
10,985 |
|
|
|
* |
|
|
|
Dallas B. Tanner(8) |
|
|
799,013 |
|
|
|
* |
|
|
|
Keith D. Taylor(6) |
|
|
10,985 |
|
|
|
* |
|
|
|
Jonathan S. Olsen |
|
|
13,838 |
|
|
|
* |
|
|
|
Charles D. Young(8) |
|
|
264,569 |
|
|
|
* |
|
|
|
Scott G. Eisen |
|
|
4,372 |
|
|
|
* |
|
|
|
Mark A. Solls(8) |
|
|
237,853 |
|
|
|
* |
|
|
|
All Directors and Executive Officers as a Group (16 persons) |
|
|
1,793,217 |
|
|
|
* |
|
|
|
* Less than 1%.
|
2025 Proxy Statement |
87 |
Ownership of Securities
88 |
|
|
Indemnification Agreements
Our directors and executive officers are parties to indemnification agreements. These agreements require us to indemnify these individuals to the fullest extent permitted by Maryland law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors or executive officers, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable.
Policy Regarding Transactions with Related Persons
Our Board recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). Our Board has adopted a written Policy Regarding Transactions with Related Persons. Our related person transactions policy requires that a “related person” (as defined in Item 404(a) of Regulation S-K of the Exchange Act) must promptly disclose to the Office of our Chief Legal Officer any “related person transaction” (defined as any transaction that is anticipated would be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto. The Office of the Chief Legal Officer will then will promptly communicate such information to the Audit Committee or another independent body of the Board consisting of independent directors who are disinterested to approve or ratify the related person transaction.
Each related person transaction shall either be approved or ratified by the Audit Committee or another independent body of the Board consisting of independent directors who are disinterested, as applicable, taking into consideration such relevant facts and circumstances as it shall deem appropriate, which may include:
The Audit Committee or another independent body of the Board consisting of independent directors who are disinterested shall also consider whether any such transaction involving a non-employee director or nominee for director would compromise such director’s status as an independent director under the rules of the NYSE, including any additional independence requirements specific to a committee set forth in such rules if such non-employee director or nominee serves or is expected to serve on such committee, or the Company’s independence standards included in our Corporate Governance Guidelines, as a “non-employee director” under Rule 16b-3 under the Exchange Act if such director serves on our Compensation and Management Development Committee or as an independent director under Rule 10A-3 of the Exchange Act if such director serves on our Audit Committee.
It is our policy that directors interested in a related person transaction will recuse themselves from any vote on a related person transaction in which they have an interest. Further, any employment relationship or transaction involving an executive officer of the Company or any related compensation must be approved by the Compensation and Management Development Committee or recommended by the Committee to the Board for its approval.
|
2025 Proxy Statement |
89 |
Stockholder Proposals for the 2026 Annual Meeting
If any stockholder wishes to propose a matter for consideration at our 2026 Annual Meeting, the proposal should be mailed by certified mail return receipt requested, to our Corporate Secretary, Invitation Homes Inc., 5420 LBJ Freeway, Suite 600, Dallas, Texas 75240. To be eligible under the SEC’s stockholder proposal rule (Rule 14a-8(e) of the Exchange Act) for inclusion in our 2026 Annual Meeting Proxy Statement and form of proxy, a proposal must be received by our Secretary on or before December 4, 2025. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received.
In addition, our Bylaws permit stockholders to nominate candidates for director and present other business for consideration at our Annual Meeting of Stockholders. To make a director nomination or present other business for consideration at the 2026 Annual Meeting, a stockholder must submit a timely notice in accordance with the procedures described in our Bylaws. To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of our Company not earlier than the 150th day and not later than 5:00 p.m. Central Time, on the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting. Therefore, to be presented at our 2026 Annual Meeting, such a proposal must be received on or after November 4, 2025, but not later than December 4, 2025. In the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, in order for notice by the stockholder to be timely, such notice must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m. Central Time, on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the 10th day following the day on which public announcement of the date of such meeting is first made. Any such proposal will be considered timely only if it is otherwise in compliance with the requirements set forth in our Bylaws. The proxy solicited by the Board for the 2026 Annual Meeting will confer discretionary authority to vote as the proxy holders deem advisable on such stockholder proposals that are considered untimely.
In addition, to comply with Rule 14a-19 under the Exchange Act, the SEC’s universal proxy rule, if a stockholder intends to solicit proxies in support of director nominees submitted under the advance notice provisions of our Bylaws for the 2026 Annual Meeting, then such stockholder must provide proper written notice that sets forth the information required by Rule 14a-19 under the Exchange Act to our Secretary, subject to the requirements and deadlines above. The requirements under Rule 14a-19 are in addition to the applicable advance notice requirements under our Bylaws as described in this section and shall not extend any deadline set forth under the Bylaws.
For information regarding submission of a director nominee using the Company’s proxy access bylaw, see “The Board of Directors and Certain Governance Matters—Director Nomination Process.”
90 |
|
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Company Documents
We make available, free of charge on our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after they are filed with or furnished to the SEC. These filings are available on our investor website at: www.invh.com under “Filings.” Copies of our Proxy Statement, form of proxy and our Annual Report, including financial statements and schedules thereto, filed with the SEC, are also available without charge to stockholders upon written request addressed to the Office of the Corporate Secretary, Invitation Homes Inc., 5420 LBJ Freeway, Suite 600, Dallas, Texas 75240; telephone: (972) 421-3600.
Householding of Proxy Materials
SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies and helps the environment by conserving natural resources. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker.
Other Business
The Board does not know of any other matters to be brought before the meeting. If other matters are presented, the proxy holders have discretionary authority to vote all proxies in accordance with their best judgment.
By Order of the Board of Directors,
Mark A. Solls
Executive Vice President, Chief Legal Officer and Secretary
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2025 Proxy Statement |
91 |
ANNEX A
Non-GAAP Reconciliations
RECONCILIATION OF TOTAL REVENUES TO SAME STORE CORE REVENUES, FULL YEAR |
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(in thousands) (unaudited) |
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FY 2024 |
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FY 2023 |
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Total revenues (total portfolio) |
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$ |
2,618,942 |
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$ |
2,432,278 |
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Management fee revenues |
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(69,978 |
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(13,647 |
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Total portfolio resident recoveries |
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(155,429 |
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(136,433 |
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Total Core revenues (total portfolio) |
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2,393,535 |
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2,282,198 |
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Non-Same Store Core revenues |
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(189,581 |
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(169,878 |
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Same Store Core revenues |
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$ |
2,203,954 |
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$ |
2,112,320 |
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Forward-Looking Statements
This Proxy Statement contains forward-looking statements, which include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our liquidity and capital resources, and other non-historical statements. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties including those described in our 2024 Form 10-K, as such factors may be updated from time to time in our other periodic filings with the SEC, which are accessible on the SEC’s website at https://www.sec.gov. The forward-looking statements speak only as of the date of this Proxy Statement, and we expressly disclaim any obligation or undertaking to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except to the extent otherwise required by law.
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2025 Proxy Statement |
A-1 |
Logo INVITATION HOMES INC. 5420 LBJ FREEWAY SUITE 600 DALLAS, TEXAS 75240 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on May 14, 2025. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/INVH2025 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on May 14, 2025. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Mailed proxy cards must be received no later than May 14, 2025. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V67481-P27602 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. INVITATION HOMES INC. For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. The Board of Directors recommends that you vote "FOR" the election of each of the director nominees in Proposal 1. 1. To elect director nominees: 01) Michael D. Fascitelli 02) Dallas B. Tanner 03) Jana Cohen Barbe 04) H. Wyman Howard III 05) Jeffrey E. Kelter 06) Kellyn Smith Kenny 07) Joseph D. Margolis 08) John B. Rhea 09) Frances Aldrich Sevilla-Sacasa 10) Keith D. Taylor The Board of Directors recommends that you vote "FOR" Proposals 2 and 3. For Against Abstain 2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025. 3. To approve, in a non-binding advisory vote, the compensation paid to our named executive officers. The Board of Directors recommends you vote "1 Year" on Proposal 4. 1 Year 2 Years 3 Years Abstain 4. To determine, in a non-binding advisory vote, the frequency of stockholder votes to approve executive compensation. NOTE: To consider such other business as may properly come before the 2025 Annual Meeting of Stockholders and any adjournments or postponements thereof. 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
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. V67482-P27602 INVITATION HOMES INC. Annual Meeting of Stockholders May 15, 2025 11:30 AM, Eastern Time This proxy is solicited by the Board of Directors The undersigned hereby appoints Michael D. Fascitelli, Dallas B. Tanner, Jonathan S. Olsen, and Mark A. Solls, or any of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as presented on the reverse side, all of the shares of common stock of Invitation Homes Inc. which the undersigned is entitled to vote and, in their discretion, to vote upon such other matters as may properly come before the 2025 Annual Meeting of Stockholders of Invitation Homes Inc. to be held on May 15, 2025 (the "Annual Meeting") or any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the meeting. This proxy card, when properly executed, will be voted in the manner directed herein by the undersigned. If no such direction is made, but the card is signed, this proxy card will be voted in accordance with the Board of Directors' recommendations, as indicated on the reverse side, and in the discretion of the proxies with respect to such other matters as may properly come before the Annual Meeting. Continued and to be signed on reverse side
