Proxy Statement (definitive) (def 14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for use of the Commission only (as permitted by Rule 14a-6(e) (2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under Rule 14a-12

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

(Exact 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):

☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

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(3)

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☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

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(2)

Form, Schedule or Registration Statement No.:

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Date Filed:

4582 SOUTH ULSTER STREET, SUITE 1450

DENVER, COLORADO 80237

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On December 9, 2021

You are cordially invited to attend the 2021 Annual Meeting of Stockholders (the “Meeting”) of Apartment Investment and Management Company (“Aimco” or the “Company”) to be held on Thursday, December 9, 2021, at 9:00 a.m. Mountain Standard Time at Aimco’s corporate headquarters, 4582 South Ulster Street, Suite 1450, Denver, CO 80237, for the following purposes:

1. To elect three directors, for a term of three years each, to serve until the 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified;

2. To ratify the selection of Ernst & Young LLP, to serve as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2021;

3. To conduct an advisory vote on executive compensation; and

4. To transact such other business as may properly come before the Meeting or any adjournment(s) thereof.

Only stockholders of record at the close of business on October 20, 2021, will be entitled to notice of, and to vote at, the Meeting or any adjournment(s) thereof.

We are again pleased to take advantage of Securities and Exchange Commission (“SEC”) rules that allow issuers to furnish proxy materials to their stockholders on the Internet. We believe these rules allow us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Meeting.

On or about October 29, 2021, we intend to mail our stockholders a notice containing instructions on how to access our 2020 proxy statement (the “Proxy Statement”) and Annual Report on Form 10-K for the year ended December 31, 2020 (as amended by Form 10-K/A filed on April 30, 2021) and vote online. The notice also provides instructions on how you can request a paper copy of these documents if you desire, and how you can enroll in e-delivery. If you received your annual materials via email, the email contains voting instructions and links to these documents on the Internet.

WHETHER OR NOT YOU EXPECT TO BE AT THE MEETING, PLEASE VOTE AS SOON AS POSSIBLE TO ENSURE THAT YOUR SHARES ARE REPRESENTED.

BY ORDER OF THE BOARD OF DIRECTORS

Jennifer Johnson

Secretary

October 28, 2021

Important Notice Regarding the Availability of Proxy Materials for

Aimco’s Annual Meeting of Stockholders to be held on December 9, 2021.

This Proxy Statement and Aimco’s Annual Report on Form 10-K as amended by Form 10-K/A for the fiscal year ended December 31, 2020, are available free of charge at the following website: www.envisionreports.com/aiv.

Explanatory Note

On December 15, 2020, Apartment Investment and Management Company (“Aimco”) completed the previously announced separation of its business into two, separate and distinct, publicly traded companies, Aimco and Apartment Income REIT Corp. (“AIR”) (the “Separation”). Aimco OP L.P. (“Aimco Operating Partnership”) is the operating partnership in Aimco's structure. Except as the context otherwise requires, “Company,” “we,” “our,” and “us” refer to Aimco, Aimco Operating Partnership, and their consolidated subsidiaries, collectively.

Aimco, a Maryland corporation, is a self-administered and self-managed real estate investment trust. Aimco, through a wholly-owned subsidiary, is the general partner and directly is the special limited partner of Aimco Operating Partnership. As of June 30, 2021, Aimco owned approximately 93.6% of the legal interest in the common partnership units of Aimco Operating Partnership and approximately 94.9% of the economic interest in Aimco Operating Partnership. The remaining approximately 6.4% legal interest is owned by limited partners. As the sole general partner of Aimco Operating Partnership, Aimco has exclusive control of Aimco Operating Partnership’s day-to-day management.

Aimco Operating Partnership holds all of Aimco’s assets and manages the daily operations of Aimco’s business. Pursuant to the Aimco Operating Partnership agreement, Aimco is required to contribute to Aimco Operating Partnership all proceeds from the offerings of its securities. In exchange for the contribution of such proceeds, Aimco receives additional interests in Aimco Operating Partnership with similar terms (e.g., if Aimco contributes proceeds of a stock offering, Aimco receives partnership units with terms substantially similar to the stock issued by Aimco).

	BUSINESS HIGHLIGHTS
SUPERIOR LONG-TERM RETURNS

TOTAL STOCKHOLDER RETURN (TSR) SINCE IPO
7/22/1994 - 12/31/2020

TOTAL RETURN PERFORMANCE FOR THE

FIVE-YEAR PERIOD ENDED

DECEMBER 31, 2020

This graph assumes the investment of $100 in shares of the common stock of each index/company on December 31, 2015, and that all dividends were reinvested.

TOTAL RETURN PERFORMANCE FOR THE

YEAR-TO-DATE PERIOD ENDED

OCTOBER 15, 2021

This graph assumes the investment of $100 in shares of the common stock of each index/company on December 31, 2020, and that all dividends were reinvested.

2021 TOTAL STOCKHOLDER RETURN

41.1%

year-to-date through 10/15/21.

BUSINESS HIGHLIGHTS

SOLID RESULTS IN 2020

➣10 YEAR REVENUE COMPOUND ANNUAL GROWTH RATE (“CAGR”) (for the period ending 12/31/20): 3.45%

➣10 YEAR CONTROLLABLE OPERATING EXPENSE (“COE”) CAGR

(for the period ending 12/31/20): -0.05%

Reflects the combined results of Aimco and AIR

COVID-19 RESPONSE:

✓Supported residents sheltering in place and met the needs of those who reported positive for infection by COVID-19

✓Redeployed construction supervisors to support property service teams

✓Redeployed dozens of office workers to join shared service center team to hold thousands of structured conversations with residents, helping each plan his or her personal adjustment to the crisis, including offering financial advice, tips on job searches, help with errands, ideas about how to find a roommate, establishing payment plans where appropriate, and even, in a few difficult cases, providing money for groceries

✓Used previous investment in technology and artificial intelligence to adapt to new conditions of social distancing and sheltering at home

✓As crisis approached, formed cross-functional task force that met daily regarding work redesign and team safety

✓Made commitment that any teammate who felt unsafe at work was free to stay home, with pay and without penalty

✓Paid 100% of costs related to COVID-19 testing and treatment

✓Committed to keep full team intact, without layoffs or pay cuts

✓Increased regular communications and transparency, providing steady flow of written, livestream, and video reports to entire team

✓Provided free use of furnished apartments to health care providers at our apartment communities on the Anschutz Medical Campus; near Boulder Community Health; and near Newark University Hospital

SUPERIOR CUSTOMER SATISFACTION

REDEVELOPMENT AND DEVELOPMENT

✓Completed ground-up construction of Eldridge Townhomes in Elmhurst, IL. Completed lease-up of community at rental rates ahead of underwriting.

✓Completed ground-up construction of Parc Mosaic in Boulder, CO. Completed lease-up of community at rental rates consistent with underwriting.

✓Completed construction on the redevelopment of 707 Leahy in Redwood City, CA, and on the ground-up development of The Fremont on the Anschutz Medical Campus in Aurora, CO.

✓Construction nearly complete at Prism in Cambridge, MA.

✓At the North Tower of Flamingo Point in Miami Beach, FL, the major redevelopment continues with a target to complete construction in 2022.

PORTFOLIO MANAGEMENT/ CAPITAL ALLOCATION

✓Acquired for $89.6M Hamilton on the Bay, located in Miami’s Edgewater neighborhood. Includes 271-apartment home community located on waterfront plus adjacent 0.6-acre development site with four apartment homes. Current zoning allows for construction of more than 380 additional apartment homes on the combined sites.

✓Entered into JV agreement with the Donohoe Companies on Upton Place, a $290M, mixed-use development containing 689 apartment homes and approximately 100K SF of retail space in upper-northwest Washington, D.C. Construction began in 4Q 2020 with expected completion in 2024.

✓Made $50M commitment to IQHQ, a privately held life sciences real estate development company.

BALANCE SHEET/ LIQUIDITY

✓During 3Q 2020, Aimco sold a 39% interest in a $2.4B portfolio of California properties, enabling a $1B reduction in proportionate financial leverage.

✓Post separation, at year end, Aimco had $299M of cash on hand, including $9M of restricted cash, and had the capacity to borrow up to $150M on our revolving credit facility.

Recognized again in 2020 as a “Top Workplace” in Colorado.

BUSINESS HIGHLIGHTS

SOLID RESULTS YEAR-TO-DATE 2021

DEVELOPMENT AND REDEVELOPMENT

Over $1B of active projects expected to produce >$60M of annual net operating income (“NOI”) when stabilized.

Construction Activity as of 6/30/21:

✓Invested $94.8M in development and redevelopment activities, which, when the projects are complete and fully stabilized, are expected to produce approximately $60M of NOI.

✓At the North Tower of Flamingo Point in Miami Beach, FL, the major redevelopment continues on plan with pre-leasing at rental rates ahead of underwriting.

✓At Upton Place in upper-northwest Washington, D.C., the project is progressing on schedule and on budget, with a target to complete construction in 2024.

✓The Benson Hotel and Faculty Club on the Anschutz Medical and Life Sciences Campus in Aurora, CO is on schedule and on budget, with a target to complete construction in early 2023.

✓Began development activity on 16 luxury single family rental homes plus eight accessory dwelling units in Corte Madera, CA. Deliveries are expected beginning in 2023 and stabilization in 2025.

✓Began the major redevelopment of Hamilton on the Bay in the Edgewater neighborhood of Miami, FL, with apartment homes targeted to come back online in 2022 and stabilization targeted for 2024.

Lease-Up Progress as of 7/31/21:

✓At 707 Leahy in Redwood City, CA, the 110-unit property was 98% leased.

✓At The Fremont on the Anschutz Medical and Life Sciences Campus in Aurora, CO, the 253-unit property was 74% leased.

✓At Prism in Cambridge, MA, for which all apartment homes had been delivered and construction was complete as of 1Q 2021, the 136-unit property was 82% leased.

ASSET MANAGEMENT

➣2Q 2021 REVENUE FROM AIMCO’S OPERATING PROPERTIES: 2.3% YOY

➣2Q 2021 NOI FROM AIMCO’S OPERATING PROPERTIES: 0.7% YOY

INVESTMENT ACTIVITY

✓Purchased, for $6.2M, 1.5 acres of fully entitled land on the Anschutz Medical and Life Sciences Campus in Aurora, CO plus options allowing for the purchase of an additional 5.2 acres that will accommodate more than 750K SF of new development. The 1.5-acre site is now being developed as The Benson Hotel and Faculty Club and represents a critical step in advancement of the campus masterplan.

✓Acquired eight properties adjacent to Hamilton on the Bay for $19M. This land assemblage allows for, as-of-right, the construction of more than 700K SF of new development. As part of its initial acquisition of Hamilton on the Bay, Aimco acquired waterfront land that allows for the future development of more than 400K SF. Combined, Aimco can now construct more than 1.1M SF of new development.

✓Entered into a joint venture with Kushner Companies to purchase three undeveloped land parcels located in Fort Lauderdale, FL. The total contract price for the land is $49M ($25M at Aimco’s 51% share) and entitlements are in place for the development of approximately 3M SF of multi-family homes and commercial space.

✓Purchased, for $4M, seven acres of land in Colorado Springs, CO that allows for the development of 119 apartment and townhomes.

BALANCE SHEET AND FINANCING ACTIVITY

✓Closed a $150M loan secured by our leasehold interest in the North Tower at Flamingo Point. The initial term of the loan is three years with two one-year extension options at an interest rate floating at One Month LIBOR plus 360 bps. The floating interest rate has a 3.85% floor. Loan proceeds will be used to fund the completion of construction of the North Tower at Flamingo Point and other investment activity.

✓Closed a $101M construction loan for the redevelopment of Hamilton on the Bay. The initial term of the loan is three years with two one-year extension options at an interest rate floating at One Month LIBOR plus 320 bps. The floating interest rate has a 3.45% floor.

✓At June 30, 2021, Aimco had $445M of liquidity, including cash and capacity on our revolving credit facility.

HUMAN CAPITAL

Recognized in 2021 as a “Top Workplace” in Colorado and Washington, D.C.

One of only six companies to be recognized in Colorado for each of the past nine years.

iii

	EXECUTIVE COMPENSATION HIGHLIGHTS

COMPENSATION THAT INCENTIVIZES RELATIVE OUTPERFORMANCE OVER THE LONG TERM
“Say on Pay” approved EVERY YEAR since first introduced in 2011 98% voted FOR “SAY ON PAY” in 2020

CEO: 90% VARIABLE PAY LINKED TO PERFORMANCE

CEO PAY:

CEO 2020 Target Pay Mix

Annual Cash Bonus

100% BASED ON

CORPORATE GOALS

Annual Long-Term Incentive (LTI) Equity Awards 100% at RISK, based

ENTIRELY ON RELATIVE TSR over FORWARD LOOKING

3-YEAR PERIOD

MORE of target compensation

TIED TO TSR than ANY

PEER

CEO ANNUAL CASH BONUS PROGRAM

RIGOROUS

Performance Targets

CEO Short-Term Incentive

(STI):

Annual Cash Bonus

Program earned at

50% of maximum

for 2020

	ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (“ESG”) HIGHLIGHTS

STRONG GOVERANCE

STOCKHOLDER
OUTREACH

We have engaged with stockholders holding at least 2/3 of our outstanding shares each of the PAST 5 YEARS. We have always made our Board members available for engagement discussions.

In connection with the Separation, we had direct conversations with stockholders holding approximately 73% of our outstanding shares. These conversations were wide-ranging on governance, board composition, strategy, and more, and often included independent directors.

STOCKHOLDER ENGAGEMENT

OUR RESPONSES TO STOCKHOLDER INPUT

(Year Added)

✓Separation of Chairman and CEO (2020)

✓Board Refreshment (2020)

✓Disclosure regarding Board Oversight of Political and Lobbying Expenditures (2020)

✓Disclosure regarding Performance of “In Progress” LTI Awards (2020)

✓ESG Disclosure (2018)

✓Matrix of Director Qualifications and Expertise (2017)

✓More Detailed Management Succession Disclosure (2017)

✓More Graphics (2017)

✓Proxy Access (2016)

✓LTI Program Overhaul (2015)

✓Double Trigger Change in Control Provisions (2015)

✓Claw Back Policy (2015)

✓Commitment to not Provide Future Excise Tax Gross-Ups (2015)

PROXY ACCESS

Since 2016, our
bylaws permit:

A stockholder (or group of up to 20 stockholders)

Owning 3% or more of our outstanding common stock continuously for at least 3 YEARS

To nominate and include in our proxy materials director candidates constituting up to the greater of

2 INDIVIDUALS or 20%

of the Board, if the nominee(s) satisfy the requirements specified in our bylaws

BOARD REFRESHMENT

& COMPOSITION

HONORED FOR SEVERAL CONSECUTIVE YEARS

FOR BOARD COMPOSITION

We remain focused on a talented and engaged Board, including its regular refreshment.

INDEPENDENT DIRECTORS

RECENTLY ADDED

TO OUR BOARD IN CONNECTION WITH THE SEPARATION:

+ Deborah Smith, January 2021

+ Quincy L. Allen, December 2020

+ Patricia L. Gibson, December 2020

+ Jay Paul Leupp, December 2020

+ R. Dary Stone, December 2020

+ Kirk A. Sykes, December 2020

Recognized by 2020 Women on Boards for having at least 20% of board seats held by women.


	ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (“ESG”) HIGHLIGHTS

COMMITMENT TO OUR RESIDENTS, TEAMMATES, AND COMMUNITY
RECORD LEVEL CUSTOMER SATISFACTION 4.31 stars in 2020		Residents awarded Aimco CSAT scores averaging greater than 4 (out of 5 stars) during the past five years, reflecting HIGH LEVELS of RESIDENT SATISFACTION
COVID-19 Response Related to Our Residents: ✓Supported residents sheltering in place and met the needs of those who reported positive for infection by COVID-19 ✓Redeployed construction supervisors to support property service teams ✓Redeployed dozens of office workers to join shared service center team to hold thousands of structured conversations with residents, helping each plan his or her personal adjustment to the crisis, including offering financial advice, tips on job searches, help with errands, ideas about how to find a roommate, and establishing payment plans where appropriate, and even, in a few difficult cases, providing money for groceries ✓Used previous investment in technology and artificial intelligence to adapt to new conditions of social distancing and sheltering at home

The only real estate company

awarded a 2018, 2019, and 2020 Association for

Talent Development (ATD) BEST Award for excellence in talent acquisition, training, and team development

One of only six companies to be recognized

as a “Top Workplace” in Colorado

for each of the past nine years

HIGHLY ENGAGED TEAM

4.42 (out of 5 stars) team engagement for 2020 and 4.25 average team engagement for the past five years

$1,305,000

Aimco Cares scholarship funds to 630 children of Aimco teammates since 2006

Over $67,500

Aimco Cares scholarship funds to 26 children of Aimco teammates in 2020

Parental Leave Benefit

COVID-19 Response Related to our Business Operations and Teammates:

✓As crisis approached, formed cross-functional task force that met daily regarding work redesign and team safety

✓Made commitment that any teammate who felt unsafe at work was free to stay home, with pay and without penalty

✓Paid 100% of costs related to COVID-19 testing and treatment

✓Committed to keep full team intact, without layoffs or pay cuts

✓Increased regular communications and transparency, providing steady flow of written, livestream, and video reports to entire team

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (“ESG”) HIGHLIGHTS

Commitment to Community

Teammates turn

their passion for

community service into action through

Aimco Cares,

which gives team

members

15 paid hours

each year to apply to

volunteer activities of

their choosing

COVID-19 Response Related to our Community Partners: Mindful of the sacrifice of healthcare providers who worked long hours and felt unable to go home without risking infection of their families, as part of the Aimco Cares Good Neighbor Program, the Company provided free use of furnished apartments at its apartment communities on the Anschutz Medical Campus, near Boulder Community Health, and near Newark University Hospital

$412,000

Raised through Aimco

Cares Charity Golf Classic benefitting military veterans and providing scholarships for students in affordable housing in 2021

Commitment to Conservation

Across our Portfolio

Keyless Entry

Improves security

Reduces costs

Smart Thermostats

Increases efficiency

Requested by residents

Water Sensors

Early detection

Higher customer satisfaction

LED Lighting

Resident Recycling

Building to LEED and Fitwel Standards

Parc Mosaic in Boulder, CO

LEED Gold Certified

Upton Place in Washington, D.C.

Currently building to LEED Silver standards, Fitwel Wellness; includes a 267kW Solar Power Farm

Oak Shore in Corte Madera, CA

Currently building to LEED Gold standards

vii

Table of Contents

	Page
Information Concerning Solicitation and Voting
2021 Proxy Statement Highlights
Business Highlights	i
Executive Compensation Highlights	iv
Environmental, Social, and Governance (“ESG”) Highlights	v
PROPOSAL 1: Election of Directors	3
PROPOSAL 2: Ratification of Selection of Independent Registered Public Accounting Firm	5
PROPOSAL 3: Advisory Vote on Executive Compensation	6
Board of Directors and Executive Officers	10
Summary of Director Qualifications and Expertise	14
Corporate Governance Matters	15
Independence of Directors	16
Meetings and Committees	16
Director Compensation	23
Code of Ethics	24
Corporate Governance Guidelines and Director Stock Ownership	24
Corporate Responsibility	24
Communicating with the Board of Directors	25
Audit Committee Report to Stockholders	26
Principal Accountant Fees and Services	27
Principal Accountant Fees	27
Audit Committee Pre-Approval Policies	27
Security Ownership of Certain Beneficial Owners and Management	28
Executive Compensation	30
Compensation Discussion & Analysis (CD&A)	30
Compensation and Human Resources Committee Report to Stockholders	57
Summary Compensation Table	58
Grants of Plan-Based Awards in 2020	61
Outstanding Equity Awards at Fiscal Year-End 2020	63
Option Exercises and Stock Vested in 2020	66
Potential Payments Upon Termination or Change in Control	66
Chief Executive Officer Compensation and Employee Compensation	67
Certain Relationships and Related Transactions	67
Policies and Procedures for Review, Approval or Ratification of Related Person Transactions	67
Sublease of a Portion of Aimco Office Space	67
Related Person Transactions	68
Other Matters	68
Delinquent Section 16(a) Reports	68
Stockholders’ Proposals	68
Other Business	68

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

4582 SOUTH ULSTER STREET, SUITE 1450

DENVER, COLORADO 80237

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 9, 2021

The Board of Directors (the “Board”) of Apartment Investment and Management Company (“Aimco” or the “Company”) has made these proxy materials available to you on the Internet, or, upon your request, has delivered printed versions of these materials to you by mail. We are furnishing this Proxy Statement in connection with the solicitation by our Board of proxies to be voted at our 2021 Annual Meeting (the “Meeting”), and at any and all adjournments or postponements thereof. The Meeting will be held on Thursday, December 9, 2021, at 9:00 a.m. Mountain Standard Time at Aimco’s corporate headquarters, 4582 South Ulster Street, Suite 1450, Denver, CO 80237.

Pursuant to rules adopted by the SEC, we are providing access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to each stockholder entitled to vote at the Meeting. The mailing of such Notice is scheduled to begin on or about October 29, 2021. All stockholders will have the ability to access the proxy materials over the Internet and request a printed copy of the proxy materials by mail. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, the Notice includes instructions on how stockholders may request proxy materials in printed form by mail or electronically by email on an ongoing basis.

This solicitation is made on behalf of the Board. Costs of the solicitation will be borne by Aimco. Further solicitation of proxies may be made by telephone, fax, other means of electronic communication, or personal interview by the directors, officers and employees of the Company and its affiliates, who will not receive additional compensation for the solicitation. The Company has retained the services of Alliance Advisors LLC, for an estimated fee of $10,000, plus out-of-pocket expenses, to assist in the solicitation of proxies from brokerage houses, banks, and other custodians or nominees holding stock in their names for others. The Company will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy material to stockholders.

Holders of record of the Class A Common Stock of the Company (“Common Stock”) as of the close of business on the record date, October 20, 2021 (the “Record Date”), are entitled to receive notice of, and to vote at, the Meeting. Each share of Common Stock entitles the holder to one vote. At the close of business on the Record Date, there were 152,237,788 shares of Common Stock issued and outstanding.

Whether you are a “stockholder of record” or hold your shares through a broker or nominee (i.e., in “street name”) you may direct your vote without attending the Meeting in person.

If you are a stockholder of record, you may vote via the Internet by following the instructions in the Notice. If you request printed copies of the proxy materials by mail, you may also vote by signing your proxy card and returning it by mail or by submitting your vote by telephone. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), you should indicate your name and title or capacity.

If you are the beneficial owner of shares held in street name, you may be eligible to vote your shares electronically over the Internet or by telephone by following the instructions in the Notice. If you request printed copies of the proxy materials by mail, you may also vote by signing the voting instruction card provided by your bank or broker and returning it by mail. If you provide specific voting instructions by mail, telephone or the Internet, your shares will be voted by your broker or nominee as you have directed.

The persons named as proxy holders are officers of Aimco. All proxies properly submitted in time to be counted at the Meeting will be voted in accordance with the instructions contained therein. If you submit your proxy without voting instructions, your shares will be voted in accordance with the recommendations of the Board. Proxies may be revoked at any time before voting by filing a notice of revocation with the Corporate Secretary of the Company, by filing a later dated proxy with the Corporate Secretary of the Company, or by voting in person at the Meeting.

You are entitled to attend the Meeting only if you were an Aimco stockholder or joint holder as of the Record Date or if you hold a valid proxy for the Meeting. If you are not a stockholder of record but hold shares in street name, you should provide proof of beneficial ownership as of the Record Date, such as your most recent account statement prior to October 20, 2021, a copy of the voting instruction card provided by your broker, trustee or nominee, or other similar evidence of ownership.

Brokers holding shares of record for customers generally are not entitled to vote on certain matters unless they receive voting instructions from their customers. If you are a beneficial owner of shares and do not provide your broker, as stockholder of record, with voting instructions, your broker has authority under applicable stock market rules to vote those shares for or against “routine” matters at its discretion. At the Meeting, the following matters are not considered routine: the election of directors and the advisory vote on executive compensation. Where a matter is not considered routine, shares held by your broker will not be voted (a “broker non-vote”) absent specific instructions from you, which means your shares may go unvoted on those matters and not affect the outcome if you do not specify a vote. The presence, in person or by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast at the Meeting constitutes a quorum.

The principal executive offices of the Company are located at 4582 South Ulster Street, Suite 1450, Denver, Colorado 80237.

PROPOSAL 1:

ELECTION OF DIRECTORS

Pursuant to Aimco’s Articles of Restatement and Articles Supplementary (the “Charter”) and Amended and Restated Bylaws (the “Bylaws”) the Board is currently classified into three classes, denominated as Class I, Class II, and Class III, with such classes serving until the 2021, 2022, and 2023 annual meetings of Aimco’s stockholders, respectively, at which annual meetings each Class will be elected to a term expiring at the 2024 annual meeting of Aimco’s stockholders. Aimco’s Bylaws currently authorize a Board consisting of not fewer than three directors; the Board currently consists of 10 directors.

From and including the 2024 annual meeting, the Board will no longer be classified, and each director will be elected annually for a term of one year expiring at the next succeeding annual meeting.

The Class II and Class III directors are:

Director Name	Class	Term Expires
Terry Considine	III	2023
Robert A. Miller	III	2023
Wes Powell	III	2023
Deborah Smith	III	2023

Jay Paul Leupp	II	2022
Michael A. Stein	II	2022
R. Dary Stone	II	2022

The Class I nominees recommended for election to the Board selected by the Nominating, Environmental, Social, and Governance Committee of the Board and nominated by the Board to be voted upon at the Meeting are:

Director Nominee	Class	Term Expires
Quincy L. Allen	I	2024
Patricia L. Gibson	I	2024
Kirk A. Sykes	I	2024

Messrs. Allen and Sykes and Ms. Gibson were elected to the Board in December 2020 after having been identified and recommended to the Nominating, Environmental, Social, and Governance Committee by a third-party search firm. None of the Class I nominees or continuing directors (other than Messrs. Considine and Powell) are employed by, or affiliated with, Aimco, other than by virtue of serving as directors of Aimco. Unless authority to vote for the election of directors has been specifically withheld, the persons named in the accompanying proxy intend to vote for the election of Messrs. Allen and Sykes and Ms. Gibson to hold office as Class I directors for a term of three years until their successors are duly elected and qualified at the 2024 Annual Meeting of Stockholders. All nominees have advised the Board that they are able and willing to serve as directors.

If any nominee becomes unavailable for any reason (which is not anticipated), the shares represented by the proxies may be voted for such other person or persons as may be determined by the holders of the proxies (unless a proxy contains instructions to the contrary). In no event will the proxy be voted for more than three nominees.

In an uncontested election at the meeting of stockholders, any nominee to serve as a director of the Company will be elected if the director receives a vote of the majority of votes cast, which means that the number of shares voted “for” a director exceeds the number of votes “against” that director. With respect to a contested election, a plurality of all the votes cast at the meeting of stockholders will be sufficient to elect a director. If a nominee who currently is serving as a director receives a greater number of “against” votes for his or her election than votes “for” such election (a “Majority Against Vote”) in an uncontested election, Maryland law provides that the director would continue to serve on the Board as a “holdover director.” However, under Aimco’s Bylaws, any nominee for election as a director in an uncontested election who receives a Majority Against Vote is obligated to tender his or her

resignation to the Board for consideration following certification of the vote. The Nominating, Environmental, Social, and Governance Committee will consider any resignation and recommend to the Board whether to accept it. The Board is required to take action with respect to the Nominating, Environmental, Social, and Governance Committee’s recommendation.

For purposes of the election of directors, abstentions or broker non-votes as to the election of directors will not be counted as votes cast and will have no effect on the result of the vote. Unless instructed to the contrary in the proxy, the shares represented by the proxies will be voted FOR the election of the three nominees named above as directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE THREE NOMINEES.

PROPOSAL 2:

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The firm of Ernst & Young LLP, the Company’s independent registered public accounting firm for the year ended December 31, 2020, was selected by the Audit Committee to act in the same capacity for the year ending December 31, 2021, subject to ratification by Aimco’s stockholders. The aggregate fees billed for services rendered by Ernst & Young LLP during the years ended December 31, 2020, and 2019, are described below under the heading “Principal Accountant Fees and Services.”

In selecting and overseeing the Company’s independent auditor, the Audit Committee considers, among other things:

•

Ernst & Young LLP’s historical and recent performance on the Aimco audit, including the results of an internal survey of Ernst & Young LLP’s service and quality;

•

External data relating to audit quality and performance, including recent Public Company Accounting Oversight Board (PCAOB) reports on Ernst & Young LLP and its peer firms;

•

The appropriateness of Ernst & Young LLP’s fees;

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Ernst & Young LLP’s tenure as Aimco’s independent auditor and its familiarity with Aimco’s operations and business, accounting policies and practices, and internal control over financial reporting;

•

The depths of Ernst & Young LLP’s capabilities, knowledge, expertise, experience, and resources to support Aimco’s business in the areas of accounting, auditing, internal control over financial reporting, tax and related matters; and

•

Ernst & Young LLP’s independence.

Based on this evaluation, the Audit Committee believes that Ernst & Young LLP is independent and that it is in the best interests of Aimco and our stockholders to retain Ernst & Young LLP to serve as our independent auditor for the fiscal year ending December 31, 2021.

Representatives of Ernst & Young LLP are expected to be present at the Meeting, have an opportunity to make a statement, and respond to appropriate questions.

The affirmative vote of a majority of the votes cast regarding the proposal is required to ratify the selection of Ernst & Young LLP. Abstentions or broker non-votes will not be counted as votes cast and will have no effect on the result of the vote on the proposal. Unless instructed to the contrary in the proxy, the shares represented by the proxies will be voted “for” the proposal to ratify the selection of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION

OF THE SELECTION OF ERNST & YOUNG LLP.

PROPOSAL 3:

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, we provide our stockholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of our named executive officers (“NEOs”) as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC. Since the 2011 annual meeting of stockholders, the Board has asked stockholders for an annual advisory vote on executive compensation.

At Aimco’s 2020 Annual Meeting of Stockholders, approximately 98% of the votes cast in the advisory vote on executive compensation that were present and entitled to vote on the matter were in favor of the compensation of Aimco’s NEOs (also commonly referred to as “Say on Pay”) as disclosed in Aimco’s 2020 proxy statement. The Compensation and Human Resources Committee (the “Committee”) and management are pleased with these results and remain committed to extensive engagement with stockholders as part of ongoing efforts to formulate and implement an executive compensation program designed to align the long-term interests of our executive officers with our stockholders. Additionally, as required every six years, at Aimco’s 2017 Annual Meeting of Stockholders, our stockholders had the opportunity to provide an advisory vote on the frequency of future Say on Pay votes and our stockholders approved, following the recommendation of our Board, an annual Say on Pay vote.

In 2019 and early 2020, we engaged with stockholders representing approximately 70% of our outstanding shares of Common Stock as of September 30, 2019, as part of our annual process of soliciting feedback on Aimco’s executive compensation program. In the summer and fall of 2020, Aimco engaged with stockholders representing approximately 73% of Common Stock outstanding as of September 30, 2020. Although Aimco’s second outreach in 2020 was primarily focused on soliciting stockholder feedback on the Separation, Aimco also held discussions with some stockholders about its executive compensation program in the wake of the COVID-19 pandemic.

The Company has continued to receive broad support from stockholders on the structure of its executive compensation program, the program’s alignment of pay and performance, and the quantum of compensation delivered under the program as described in detail under the heading “Compensation Discussion & Analysis—Stockholder Engagement Regarding Executive Compensation.”

As described in detail under the heading “Compensation Discussion & Analysis,” we seek to align closely the interests of our NEOs with the interests of our stockholders. Our compensation program is designed to reward our NEOs for the achievement of short-term and long-term strategic and operational goals and the achievement of total stockholder return (“TSR”) greater than peers, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking.

Here are further details of the Aimco program:

•

All members of the Committee are independent directors. The Committee has established a thorough process for the review and approval of Aimco’s executive compensation program, including amounts awarded to executive officers. The Committee engages and receives advice from an independent, third-party compensation consultant. In consultation with such compensation consultant, the Committee selects a peer group of companies to compare Aimco’s compensation of executive officers.

•

Aimco sets target total cash compensation and target total compensation near the median of corresponding targets among the peer group, both as a measure of fairness and to provide an economic incentive to remain with Aimco. Consistent with Aimco’s pay-for-performance philosophy, actual compensation is based on Aimco’s results.

•

Aimco does not provide executives with more than minimal perquisites, such as reserved parking spaces.

•

Other than a nonqualified deferred compensation plan to which Aimco does not contribute, Aimco does not maintain or contribute to any defined benefit pension or supplemental pension plan for its

executive officers. Executive officers participate in Aimco’s 401(k) plan on the same terms as available to all other Aimco teammates.

•

Aimco’s compensation program, which, among other things, includes caps on cash compensation, shared performance metrics across the organization, multiple performance metrics that align with Aimco’s publicly communicated business strategy, the use of long-term incentive (“LTI”) compensation that is based on TSR, and stock ownership guidelines with required holding periods after vesting, are aligned with the long-term interests of the Company.

•

Consistent with Aimco’s pay-for-performance philosophy, Mr. Considine’s total compensation was highly variable from year to year, determined by Aimco’s results. Mr. Considine’s base salary of $700,000 for 2020 is well below the median for CEOs of his experience, expertise and tenure within Aimco’s peer group and in the industry. One hundred percent of Mr. Considine’s 2020 target short-term incentive (“STI”) compensation was at risk, based entirely on Aimco’s performance against its corporate goals, as determined by the Committee. One hundred percent of Mr. Considine’s LTI, which comprised nearly two-thirds of his target total compensation for 2020, is at risk, based on relative TSR over a forward looking, three-year period.

Here is how the Aimco executive compensation program was applied in 2020:

•

Like many other companies, Aimco had finalized its 2020 executive compensation plan prior to the onset of the COVID-19 pandemic. STI goals were set, and LTI awards were granted, in late January 2020. The pandemic rendered moot two of the Company’s six 2020 STI goals. The Company had extensive conversations with stockholders, compensation consultants, proxy commentators, and outside counsel. Each of these constituencies stated they expected compensation committees to exercise discretion with respect to 2020 STI plans and, provided the discretionary adjustments were reasonable and disclosed thoroughly, companies should not expect a negative Say on Pay vote. These same constituencies advised that “above target” payouts where discretion is applied and/or metrics are changed from the plan established at the beginning of the year would be heavily scrutinized, especially where there is a pay and performance misalignment. They also encouraged the Company to leave its LTI plan intact and not cancel and re-issue awards, or grant new awards, as a result of the pandemic. Finally, these constituencies stated they would view any changes made to executive compensation programs with an eye toward whether the Company laid off, furloughed, or cut pay below the executive level.

•

As described in detail in the Compensation Discussion & Analysis, the Committee carefully considered the advice of stockholders, compensation consultants, proxy commentators, and outside counsel, and its actions with respect to the 2020 executive compensation program were consistent with the advice of each of these constituencies. The Company’s business of providing homes is essential, and the Company remained open, serving residents, throughout the pandemic. The Company made a commitment to its entire team at the onset of the pandemic, that: any teammate who felt unsafe at work because of the virus was free to stay home, with pay and without penalty; the Company would cover all costs related to COVID-19 testing and treatment; and the team would remain intact, without layoffs or pay cuts. The Company’s commitment to its team is reflected in its highest ever recorded team engagement scores: 4.5 out of 5 for site teams, and 4.42 out of 5 for the entire Company, in 2020.

•

The Committee replaced the two 2020 STI goals rendered moot by the pandemic with a goal consisting of the Company’s response to the pandemic. Despite outperformance on the four original goals that remained intact, the Committee capped overall STI goal performance at target. The Committee made no changes to its 2020 LTI or prior year outstanding awards nor did it grant any new awards following the onset of the pandemic. Mr. Considine’s 2020 compensation, despite spearheading and leading the Company through the Separation and thereby unlocking $1B in stockholder value, was capped at target and he received no additional compensation related to the Separation.

•

The Committee considered a number of factors in applying discretion to replace the two goals rendered moot by the pandemic with a goal consisting of the Company’s response to the COVID-19

pandemic, and in capping overall KPI performance at target. The Committee considered the Company’s strong record of pay and performance alignment, as demonstrated by the Company’s 98% or higher “FOR” Say on Pay vote for the past five consecutive years. The Committee considered the Company’s regular engagement with stockholders holding at least two-thirds of its outstanding shares, the broad support received by stockholders with regard to the Company’s compensation plans, and the refinements the Company has made to its compensation and other programs over the years as a result of those discussions. The Committee also considered the Company’s discussions with stockholders in 2020 regarding how to approach evaluation of STI goals rendered moot by the pandemic. The manner in which the Committee applied discretion with respect to 2020 STI goals is consistent with these discussions.

•

Aimco’s 2020 performance highlights include the following:

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In Redevelopment and Development, the Company completed ground-up construction of Eldridge Townhomes in Elmhurst, IL, and completed the lease-up of the community at rental rates ahead of underwriting. The Company completed ground-up construction of Parc Mosaic in Boulder, CO, and completed the lease-up of the community at rental rates consistent with underwriting. Additionally, the Company completed construction on the redevelopment of 707 Leahy in Redwood City, CA, and on the ground-up development of The Fremont on the Anschutz Medical Campus in Aurora, CO. Construction was on track and nearly complete at Prism in Cambridge, MA, and at the North Tower of Flamingo Point in Miami Beach, FL, the major redevelopment continued with a target to complete construction in 2022;

•

In Portfolio Management/Capital Allocation, the Company acquired for $89.6M Hamilton on the Bay, located in Miami’s Edgewater neighborhood. The community includes a 271-apartment home community located on the waterfront plus an adjacent 0.6-acre development site with four apartment homes. Current zoning allows for the construction of more than 380 additional apartment homes on the combined sites. The Company entered into a joint venture agreement with the Donohoe Companies on Upton Place, a $290M, mixed-use development containing 689 apartment homes and approximately 100,000 square feet of retail space in upper-northwest Washington, D.C. Construction began in the fourth quarter with expected completion in 2024. The Company also made a $50M commitment to IQHQ, a privately held life sciences real estate development company;

•

As to the Balance Sheet, during the third quarter 2020, the Company sold a 39% interest in a $2.4B portfolio of California properties, enabling a $1B reduction in financial leverage, significantly improving the Company’s strong and flexible balance sheet. Post Separation, at year end, Aimco had $299M of cash on hand, including $9M of restricted cash, and had the capacity to borrow up to $150M under its revolving credit facility.

•

As to the Team, Aimco’s intentional culture was recognized once again when the Denver Post named Aimco a “Top Workplace” in Colorado for an eighth consecutive year.

•

Aimco outperformed the NAREIT Equity Apartment Index (“NAREIT Apartment Index”) and the MSCI US REIT Index (“REIT Index”), in each case, over the five-year period ended December 31, 2020.

The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the overall compensation of our NEOs, as described in this proxy statement in accordance with the compensation disclosure rules of the SEC.

The vote is advisory, which means that the vote is not binding on the Company, our Board or the Committee. However, as described above, we take seriously the views of our stockholders, and to the extent there is any significant vote against our executive compensation as disclosed in this proxy statement, the Committee will evaluate whether any actions are necessary to address the concerns of stockholders.

To be approved at the Meeting, Proposal 3 must receive the affirmative vote of a majority of the total votes cast at the Annual Meeting. Abstentions and broker non-votes are not considered votes cast and will have no effect on the outcome of the vote.

We are asking the Company’s stockholders to approve, on an advisory basis, the following resolution: RESOLVED, that the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders pursuant to Item 402 of SEC Regulation S-K, including the Compensation Discussion & Analysis, the 2020 Summary Compensation Table and the other related tables and disclosure, is hereby APPROVED.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF

THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS,

AS DISCLOSED IN THIS PROXY STATEMENT.

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

The executive officers of the Company and the directors of the Company, their ages, dates they were first elected an executive officer or director, and their positions with the Company or on the Board are set forth below.

Name	Age	First Elected	Position
Wes Powell	42	January 2018	Director (Class III), President and Chief Executive Officer
H. Lynn C. Stanfield	47	October 2018	Executive Vice President and Chief Financial Officer
Jennifer Johnson	49	December 2020	Executive Vice President, Chief Administrative Officer and General Counsel
Quincy L. Allen	51	December 2020	Director (Class I)
Terry Considine	74	July 1994	Director (Class III)
Patricia L. Gibson	59	December 2020	Director (Class I), Chairman of the Aimco-AIR Transactions Committee
Jay Paul Leupp	58	December 2020	Director (Class II), Chairman of the Audit Committee
Robert A. Miller	75	April 2007	Chairman of the Board of Directors (Class III)
Deborah Smith	48	January 2021	Director (Class III)
Michael A. Stein	72	October 2004	Director (Class II), Chairman of the Investment Committee
R. Dary Stone	68	December 2020	Director (Class II), Chairman of the Nominating, Environmental, Social, and Governance Committee
Kirk A. Sykes	63	December 2020	Director (Class I), Chairman of the Compensation and Human Resources Committee

The following is a biographical summary of the current directors and executive officers of the Company.


	Wes Powell. Mr. Powell was appointed as a Director and as President and Chief Executive Officer in December 2020. From January 2018 to December 2020, Mr. Powell served as Aimco’s Executive Vice President, Redevelopment, overseeing Aimco’s redevelopment and development activities nationally, leading acquisitions in the eastern U.S., and serving as a member of Aimco’s Investment Committee. From August 2013 to January 2018, Mr. Powell served as Aimco’s Senior Vice President, Redevelopment with responsibility for the eastern region. Since joining Aimco in January 2004, Mr. Powell has held various positions, including Asset Manager, Director, and Vice President of Redevelopment. Prior to joining Aimco, Mr. Powell was a Staff Architect with Ai Architecture (now Perkins & Will) in Washington, D.C. Mr. Powell graduated from the University of Colorado’s School of Architecture and Urban Planning and earned his MBA from Northwestern’s Kellogg School of Management.

	H. Lynn C. Stanfield. Ms. Stanfield was appointed Executive Vice President and Chief Financial Officer in December 2020. From October 2018 to December 2020, Ms. Stanfield served as Aimco’s Executive Vice President, Financial Planning & Analysis and Capital Allocation, with responsibility for various finance functions and corporate and income tax strategy, and serving as a member of Aimco’s Investment Committee. Since joining Aimco in March 1999, Ms. Stanfield has held various positions with responsibility for affordable asset management, income tax, and investor relations. Prior to joining Aimco, Ms. Stanfield was engaged in public accounting at Ernst and Young with a focus on partnership and real estate clients and served as Assistant Professor of Accounting at Erskine College. Ms. Stanfield holds a Master of Professional Accountancy from Clemson University and is a licensed CPA.


	Jennifer Johnson. Ms. Johnson was appointed Executive Vice President, Chief Administrative Officer and General Counsel in December 2020. From August 2009 to December 2020, Ms. Johnson served as Senior Vice President, Human Resources. From July 2006 to August 2009, Ms. Johnson served as Vice President and Assistant General Counsel. She joined the Company as Senior Counsel in August 2004. Prior to joining the Company, Ms. Johnson was in private practice with the law firm of Faegre & Benson LLP with a focus on labor and employment law and commercial litigation. Ms. Johnson earned her law degree from the University of Colorado Law School.

	Quincy L. Allen. Mr. Allen was appointed as a Director of the Company in December 2020 and is currently a member of Aimco’s Audit, Compensation and Human Resources, Nominating, Environmental, Social, and Governance, and Investment Committees. Mr. Allen is Co-Founder and Managing Partner of Arc Capital Partners, a Los Angeles real estate investment firm that specializes in urban mixed-use environments. Prior to co-founding Arc Capital, from 2003 to 2013, Mr. Allen worked with Canyon Partners, where he was a Managing Director and investment committee member of the Canyon-Johnson Urban Funds, a partnership between Canyon Partners and Earvin “Magic” Johnson. Prior to joining Canyon Partners, Mr. Allen was an executive with Lazard Frères focused on workouts and portfolio management. Prior to joining Lazard, Mr. Allen held various positions with Archstone Communities and Security Capital Group. Mr. Allen graduated from Wayne State University (B.S. Finance Major, Summa Cum Laude) and Harvard Business School (MBA). Mr. Allen is on the board of the Mike Ilitch School of Business (Wayne State University), Wilshire Center Business Improvement District and Think Together. Mr. Allen is an active member of Urban Land Institute, the National Multi Housing Council and the Pension Real Estate Association. Mr. Allen brings particular expertise to the Board in the areas of real estate investments, development, finance, and portfolio management.

	Terry Considine. Mr. Considine is a member of the Board and is currently a member of Aimco’s Investment Committee. He served as Chairman of the Board and Chief Executive Officer from Aimco’s July 1994 initial public offering until the Separation. Mr. Considine has specific responsibilities during 2021 and 2022 to support the establishment and growth of the Aimco business, reporting directly to the Board. Mr. Considine is Chief Executive Officer of AIR and also a member of the AIR board of directors. Mr. Considine brings to the Board considerable experience in real estate and other industries. Among other real estate ventures, in 1975 Mr. Considine founded and subsequently managed the predecessor companies that became Aimco at its initial public offering in 1994.

	Patricia L. Gibson. Ms. Gibson was appointed as a Director of the Company in December 2020 and is currently the Chairman of the Aimco-AIR Transactions Committee. She is also a member of Aimco’s Audit, Compensation and Human Resources, Nominating, Environmental, Social, and Governance, and Investment Committees. Ms. Gibson is a founding principal and CEO of Banner Oak Capital Partners, a fully integrated, independent investment management platform and Registered Investment Advisor. She oversees all investment activity and is responsible for establishing and implementing the firm’s strategic direction. Banner Oak was launched from its predecessor firm, Hunt Realty Investments. Prior to co-founding Banner Oak, Patricia was the president of Hunt Realty Investments, where she led the commercial real estate investment management activities for the Hunt family of companies. Before joining Hunt, Ms. Gibson held senior positions at Goldman Sachs’ real estate subsidiary, where she oversaw portfolio management and the capital market efforts for over $4 billion in commercial real estate assets. She began her real estate investment career in 1985 at The Travelers Realty Investment Company, where she spent nine years on the debt and equity side of the business. Patricia is a member of Urban Land Institute and was formerly vice chairman of the Industrial and Office Parks Red Council. She is a member of the executive council of the University of Texas Real Estate Finance Council and is a member of the National Association of Real Estate Investment Managers, where she previously served as its chairman. She is on the board of directors of Pacolet Milliken Enterprises, a private investment company focused on energy and real estate, where she serves as the chair of the Compensation Committee. She is also a director of RLJ Lodging Trust. Patricia holds an MBA from the University of Connecticut and a BS in finance from Fairfield University and is a chartered financial analyst. Ms. Gibson brings particular expertise to the Board in the areas of real estate finance, investment, and asset management.



	Jay Paul Leupp. Mr. Leupp was appointed as a Director of the Company in December 2020 and is currently the Chairman of the Audit Committee. He is also a member of Aimco’s Compensation and Human Resources, Nominating, Environmental, Social, and Governance, Investment, and Aimco-AIR Transactions Committees. Mr. Leupp is the Managing Partner and Senior Portfolio Manager on Terra Firma Asset Management’s Global Real Estate Securities team. He began working in the investment field in 1989. Prior to co-founding Terra Firma in 2019, Mr. Leupp served as the Managing Director and Portfolio Manager/Analyst on Lazard Asset Management’s Real Estate Securities team, a business that was created with the sale of Grubb & Ellis Alesco Global Advisors to Lazard in 2011. Prior to joining Lazard, Mr. Leupp was the President and Chief Executive Officer of Grubb & Ellis Alesco Global Advisors and served as the Senior Portfolio Manager for their real estate securities mutual funds. Mr. Leupp founded Alesco in 2006 and had been its President and Chief Executive Officer since its inception. Prior to founding Alesco, Mr. Leupp served as Managing Director of Real Estate Equity Research at RBC Capital Markets, an investment banking group of the Royal Bank of Canada, where he oversaw a five-person equity research team. Prior to joining RBC, Mr. Leupp served as Managing Director of Real Estate Equity Research at Robertson Stephens & Co. Inc., an investment banking firm where he founded the Real Estate Equity Research group in 1994. From 1991 to 1994, Mr. Leupp was a vice president of the Staubach Company, specializing in the leasing, acquisition, and financing of commercial real estate. From 1989 to 1991, he was a development manager with Trammell Crow Residential, one of the nation’s largest developers of multifamily housing. Mr. Leupp holds an MBA from Harvard University and a bachelor’s degree from Santa Clara University. He currently serves on the Board of Directors of Health Care Trust of America, G.W. Williams Company, The Sobrato Organization (Governance Board), Marcus & Millichap Corporation Holding Company (Advisory Board), Marathon Digital Holdings, San Francisco Catholic Charities, Chaminade College Preparatory (Los Angeles), and on the Policy Board of the Fisher Center for Real Estate at the University of California, Berkeley. Mr. Leupp is past chair (2007-2009) and serves as a Regent Emeritus on the Santa Clara University Board of Regents. He also serves on Santa Clara University’s Trustee Finance Committee, Leavey School of Business Advisory Board, and The Ignatian Center for Jesuit Education. Mr. Leupp brings particular expertise to the Board in the areas of capital markets, corporate governance, real estate operations, finance, and development.

	Robert A. Miller. Mr. Miller is the Chairman of the Board. Mr. Miller was first elected a Director of the Company in April 2007, and served as Lead Independent Director from April 2020 until the Separation. Mr. Miller is also a member of Aimco’s Audit, Compensation and Human Resources, Nominating, Environmental, Social, and Governance, and Investment Committees. Mr. Miller is past Chairman of the Redevelopment and Construction Committee. Mr. Miller serves as President of RAMCO Advisors LLC, an investment advisory and business consulting firm. Mr. Miller previously served as Executive Vice President and Chief Operating Officer, International of Marriott Vacations Worldwide Corporation (“MVWC”) from 2011 to 2012, when he retired from this position. Mr. Miller served as the President of Marriott Leisure from 1997 to November 2011, when Marriott International elected to spin-off its subsidiary entity, Marriott Ownership Resorts, Inc., by forming a new parent entity, MVWC, as a new publicly held company. Prior to his role as President of Marriott Leisure, from 1984 to 1988, Mr. Miller served as Executive Vice President & General Manager of Marriott Vacation Club International and then as its President from 1988 to 1997. In 1984, Mr. Miller and a partner sold their company, American Resorts, Inc., to Marriott. Mr. Miller is a CPA (inactive) and served for five years as a staff accountant for Arthur Young & Company. Mr. Miller is past Chairman and currently a director of the American Resort Development Association and is past Chairman and director of the ARDA International Foundation. Mr. Miller has served on the board of directors of AIR since the Separation and will serve until AIR’s 2021 annual meeting. As a successful real estate entrepreneur and corporate executive, Mr. Miller brings particular expertise to the Board in the areas of operations, management, marketing, sales, and development, as well as finance and accounting.



	Deborah Smith. Ms. Smith was appointed as a Director of the Company in January 2021 and is currently a member of Aimco’s Audit, Compensation and Human Resources, Nominating, Environmental, Social, and Governance, Investment, and Aimco-AIR Transactions Committees. Ms. Smith is Co-Founder and Principal of The CenterCap Group. The CenterCap Group, formed in 2009, is a boutique investment bank providing strategic advisory, capital-raising and consulting related services to private and public sector companies and fund managers across the real assets industry. Ms. Smith heads the firm’s Strategic Capital, Mergers & Acquisitions and Execution efforts. She also serves as Chief Executive Officer of the firm’s two wholly owned subsidiaries, CC Securities and CenterCap Advisors. Prior to forming The CenterCap Group, Ms. Smith was Co-Head of Mergers and Acquisitions and a Senior Managing Director with CB Richard Ellis Investors (“CBREI”), where she also served on the Global Leadership Team, which oversaw execution of strategies and best practices. Prior to CBREI, Ms. Smith served as an investment banker with Lehman Brothers, Wachovia Securities, and Morgan Stanley. Ms. Smith has been involved in more than $100 billion of mergers, acquisitions and restructuring transactions and over $500 million of private capital raising assignments to support GP and LP positions for middle-market restructuring, acquisition and development projects across the retail, multifamily, office, hotel and industrial sectors. Ms. Smith is a frequent speaker at industry conferences and author of numerous industry articles for real estate focused publications. Ms. Smith has a Bachelor of Economics, with honors, and a Bachelor of Law, with honors, both from the University of Sydney. Ms. Smith brings particular expertise to the Board in the areas of corporate finance, capital markets, banking, and marketing.

	Michael A. Stein. Mr. Stein was first elected a Director of the Company in October 2004 and is currently the Chairman of the Investment Committee. He is also a member of Aimco’s Audit, Compensation and Human Resources, and Nominating, Environmental, Social, and Governance Committees. Mr. Stein is past Chairman of Aimco’s Audit Committee and past member of its Redevelopment and Construction Committee. From January 2001 until its acquisition by Eli Lilly in January 2007, Mr. Stein served as Senior Vice President and Chief Financial Officer of ICOS Corporation, a biotechnology company based in Bothell, Washington. From October 1998 to September 2000, Mr. Stein was Executive Vice President and Chief Financial Officer of Nordstrom, Inc. From 1989 to September 1998, Mr. Stein served in various capacities with Marriott International, Inc., including Executive Vice President and Chief Financial Officer from 1993 to 1998. Mr. Stein has served on the board of directors of AIR since the Separation and will serve until AIR’s 2021 annual meeting, and is currently a member of AIR’s Audit, Compensation and Human Resources, and Nominating, Environmental, Social, and Governance Committees. He also serves on the board of directors of InvenTrust Properties Corp. (“InvenTrust”), an open-air shopping center REIT headquartered in Downers Grove, Illinois, and on the InvenTrust audit and Nominating, Environmental, Social, and Governance committees. Mr. Stein previously served on the boards of directors of Nautilus, Inc., Getty Images, Inc., Providence Health & Services and The Fred Hutchinson Cancer Research Center. As the former audit committee chairman or audit committee member of two NYSE-listed companies, the former chief financial officer of two NYSE-listed companies, and having served in various capacities with Arthur Andersen from 1971 to 1989, including as a partner from 1981 to 1989, Mr. Stein brings particular expertise to the Board in the areas of corporate and real estate finance, and accounting and auditing for large and complex business operations.

	R. Dary Stone. Mr. Stone was appointed as a Director of the Company in December 2020 and is currently the Chairman of the Nominating, Environmental, Social, and Governance Committee. He is also a member of Aimco’s Audit, Compensation and Human Resources, and Investment Committees. Mr. Stone is President and Chief Executive Officer of R. D. Stone Interests and a Managing Partner of Hicks Holdings, LLC. Mr. Stone has served in a variety of capacities at Cousins Properties, an NYSE listed REIT, including as a director on the Cousins Properties board at various times between 2001 and the present. From 2003 to the present, Mr. Stone has served as a director of Tolleson Wealth Management, Inc., a privately held wealth management firm, and Tolleson Private Bank (chair of audit committee and member of compensation committee of each). Mr. Stone is a former Regent of Baylor University (Chairman from June 2009 to June 2011), former Director of Hunt Companies, Inc., Parkway, Inc., and Lone Star Bank, and former Chairman of the Banking Commission of Texas. Mr. Stone brings particular expertise to the Board in the areas of real estate operations and development and corporate and real estate finance.



	Kirk A. Sykes. Mr. Sykes was appointed as a Director of the Company in December 2020 and is currently the Chairman of the Compensation and Human Resources Committee. He is also a member of Aimco’s Audit, Nominating, Environmental, Social, and Governance, and Investment Committees. Mr. Sykes is the Co-Managing Partner of Accordia Partners, LLC, a real estate development company, a role he has held since 2014. From 2005 to 2014, Mr. Sykes was the President and Managing Director of Urban Strategy America Fund, LLP, a New Boston real estate investment fund. From 1993 to the present, Mr. Sykes has served as President of Primary Corporation, a real estate company that owns commercial real estate. Mr. Sykes currently serves as a member of the Natixis Funds, Loomis Sayles Funds and Natixis ETF’s Board of Trustees, Federal Reserve Bank of Boston External Diversity Advisory Board, the Eastern Bank Corporation Board of Advisors, the Real Estate Executive Council Emeritus Board (Former-Chairman), Urban Land Institute’s New England Advisory Council, NAIOP Massachusetts Board Management Committee among others. In addition to other Director roles, he previously served on the Board of Ares Commercial Real Estate Corporation (NYSE:ACRE) and The Federal Reserve Bank of Boston from 2008 to 2014, including as its Chairman from 2012 to 2014. Mr. Sykes holds a Bachelor of Architecture degree from Cornell University, and is a graduate of The Harvard Business School Owner and President Management Program. Mr. Sykes brings particular expertise to the Board in the areas of real estate investment and development, real estate finance, and banking.

Summary of Director Qualifications and Expertise

Below is a summary of the qualifications and expertise of the nominees for election as directors, including expertise relevant to Aimco’s business.

Summary of Director Qualifications and Expertise	Mr. Powell	Mr. Allen	Mr. Considine	Ms. Gibson	Mr. Leupp	Mr. Miller	Ms. Smith	Mr. Stein	Mr. Stone	Mr. Sykes
Accounting and Auditing for Large Business Organizations					X	X		X
Business Operations	X	X	X	X	X	X	X	X	X	X
Capital Markets	X		X	X	X		X	X	X	X
Corporate Governance			X		X			X	X	X
Development	X	X	X		X	X			X	X
Executive	X	X	X	X	X	X	X	X	X	X
Financial Expertise and Literacy	X	X	X	X	X	X	X	X	X	X
Information Technology								X
Investment and Finance	X	X	X	X	X	X	X	X	X	X
Legal			X				X
Marketing and Branding						X	X			X
Property / Asset Management and Operations	X		X	X	X	X		X	X	X
Real Estate	X	X	X	X	X	X	X	X	X	X
Talent Development and Management	X	X	X	X	X	X	X	X	X	X

CORPORATE GOVERNANCE MATTERS

This chart provides a summary overview of Aimco’s governance practices, each of which is described in more detail in the information that follows.

What Aimco Does

Supermajority Independent Board. Eight of the ten directors, or 80% of the directors, are independent.

Independent Standing Committees. Only independent directors serve on the Audit, Compensation and Human Resources, Nominating, Environmental, Social, and Governance, and Aimco-AIR Transactions Committees.

Each Independent Director Serves on each Standing Committee. To ensure that each independent director hears all information unfiltered and to ensure the most efficient functioning of the Board, each independent director serves on each standing committee.

Independent Chairman of the Board. The Company’s chairman of the Board is an independent director.

Separation of Chairman and CEO. The Company has separated the roles of Chairman of the Board and CEO.

Board Refreshment. The Nominating, Environmental, Social, and Governance Committee has structured the Board such that there are directors of varying tenures and perspectives, with new directors joining the Board every few years, while retaining the institutional memory of longer-tenured directors. In connection with the Separation, six directors left the Board and the Company added seven new directors.

Regular Access to and Involvement with Management. In addition to regular access to management during Board and committee meetings, the independent directors have ongoing, direct access to members of management and to the Aimco business. This includes the Audit Committee chairman’s active and regular engagement with accounting staff and the Aimco auditors, the Compensation and Human Resources Committee chairman’s continuing involvement with compensation and personnel matters, the Nominating, Environmental, Social, and Governance Committee chairman’s participation in director recruitment and other governance matters, and Mr. Miller’s frequent involvement with Mr. Powell with respect to strategy, agenda setting, board materials, and policy matters.

Engaged Board. In addition to regular access to management, the independent directors meet at least quarterly and receive written updates from the CEO regularly. In 2020, the Board held 21 meetings. In 2021, the Board has held five meetings as of the date of this Proxy Statement.

Stockholder Engagement. Under the direction of the Board and including participation by Board members when requested by stockholders, Aimco systematically and at least annually canvasses its largest stockholders, those holding at least two-thirds of outstanding Aimco shares, concerning compensation, governance, and other ESG matters.

Director Stock Ownership. By the completion of five years of service from the time of the Separation or from joining the Board, an independent director is expected to own shares having a value of at least five times the annual cash retainer for independent directors.

Risk Assessment. The Board conducts an annual risk assessment. Areas involving risk that are reported on by management and considered by the Board, include: operations, liquidity, leverage, finance, financial statements, the financial reporting process, accounting, legal matters, regulatory compliance, information technology and data protection, sustainability, environmental, social, and governance (“ESG”), compensation, and human resources and human capital. The Compensation and Human Resources Committee is responsible for succession planning in all leadership positions, both in the short term and the long term, with particular focus on CEO succession in the short term and the long term.

Majority Voting with a Resignation Policy. Aimco requires its directors to be elected by a majority of the votes cast. Directors failing to get a majority of the votes cast are expected to tender their resignation.

Proxy Access. A stockholder or a group of up to 20 stockholders, owning at least 3% of our shares for three years, may submit nominees for up to 20% of the Board, or two nominees, whichever is greater, for inclusion in our proxy materials, subject to complying with the requirements contained in our bylaws.

What Aimco Does Not Do

Unapproved Related Party Transactions. The Nominating, Environmental, Social, and Governance Committee oversees a related party transactions policy requiring review and approval of such transactions to help ensure that Aimco’s decisions are based on considerations only in the best interests of Aimco and its stockholders.

Pledging or hedging shares held to satisfy stock ownership requirements. The Company’s insider trading policy places restrictions on the Company’s directors, executive officers, and all other employees entering into hedging transactions with respect to the Company’s securities (such as, but not limited to, zero-cost collars, equity swaps, and forward sale contracts) and from holding the Company’s securities in margin accounts or otherwise pledging such securities as collateral for loans. Pledging or hedging transactions are permitted only in very limited circumstances, and only with respect to shares held in excess of stock ownership requirements. Hedging transactions may not be entered into with regard to Aimco securities that are subject to a risk of forfeiture (e.g., restricted stock awards) and Aimco directors, executive officers, other officers, and certain other employees must receive preclearance from Aimco’s legal department before engaging in any hedging transactions. No directors or executive officers have in place any hedging or pledging transactions.

Interlocking Directorships. No member of Aimco management serves on a Board or a compensation committee of a company at which an Aimco director is also an employee.

Director Overboarding. Aimco’s corporate governance guidelines and committee charters limit the number of other boards and the number of other audit committees on which an Aimco director may serve. Typically, an Aimco director is limited to service on four or fewer boards (including the Company’s) and is limited to service on three or fewer audit committees, including the Company’s.

Retirement Age or Term Limits. Rather than impose arbitrary limits on service, the Company regularly (and at least annually) reviews each director’s continued role on the Board and considers the need for periodic board refreshment.

Independence of Directors

The Board has determined that to be considered independent, a director may not have a direct or indirect material relationship with Aimco or its subsidiaries (directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). A material relationship is one that impairs or inhibits, or has the potential to impair or inhibit, a director’s exercise of critical and disinterested judgment on behalf of Aimco and its stockholders. In determining whether a material relationship exists, the Board considers all relevant facts and circumstances, including whether the director or a family member is a current or former employee of the Company, family member relationships, compensation, business relationships and payments, and charitable contributions between Aimco and an entity with which a director is affiliated (as an executive officer, partner or substantial stockholder). The Board consults with the Company’s counsel to ensure that such determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent director,” including but not limited to those categorical standards set forth in Section 303A.02 of the listing standards of the New York Stock Exchange.

Consistent with these considerations, the Board has affirmatively determined that all of the director nominees and continuing directors (other than Messrs. Considine and Powell) (collectively, the “Independent Directors”) are independent directors.

Meetings and Committees

The Board held 21 meetings during the year ended December 31, 2020. During 2020, there were the following five committees: Audit; Compensation and Human Resources; Nominating and Corporate Governance; Investment; and Redevelopment and Construction. During 2020, no director attended fewer than 75% of the aggregate total number of meetings of the Board and each committee on which such director served.

The Corporate Governance Guidelines, as described below, provide that the Company generally expects that the Chairman of the Board will attend all annual and special meetings of the stockholders. Other members of the Board are not required to attend such meetings. All of the then-members of the Board attended the Company’s 2020 Annual Meeting of Stockholders, joining electronically due to the health orders imposed with respect to the COVID-19 pandemic, and the Company anticipates that all of the members of the Board will attend the Meeting this year, either in person or virtually.

Below is a table illustrating the current standing committee memberships and chairmen. Additional detail on each committee follows the table.

Director	Audit Committee	Compensation and Human Resources Committee	Nominating, Environmental, Social, and Governance Committee	Investment Committee	Aimco-AIR Transactions Committee
Quincy L. Allen	X	X	X	X	—
Terry Considine	—	—	—	X	—
Patricia L. Gibson	X	X	X	X	†
Jay Paul Leupp	†	X	X	X	X
Robert A. Miller*	X	X	X	X	—
Wes Powell	—	—	—	—	—
Deborah Smith	X	X	X	X	X
Michael A. Stein	X	X	X	†	—
R. Dary Stone	X	X	†	X	—
Kirk A. Sykes	X	†	X	X	—

__________

X	indicates a member of the committee

†	indicates the committee chairman

*	indicates the Chairman of the Board

Audit Committee

The Audit Committee currently consists of the eight Independent Directors. Mr. Leupp serves as the chairman of the Audit Committee. The Audit Committee has a written charter that is reviewed annually and was last amended in January 2021. In addition to the work of the Audit Committee, the chairman has regular and recurring conversations with Ms. Stanfield, Aimco’s Chief Financial Officer (“CFO”), Ms. Johnson, Aimco’s Chief Administrative Officer (“CAO”), the head of Aimco’s internal audit function, and representatives of Ernst & Young LLP. The Audit Committee’s charter is posted on Aimco’s website (www.aimco.com) and is also available in print to stockholders, upon written request to Aimco’s Corporate Secretary.

The Audit Committee’s responsibilities are set forth in the following chart.

Audit Committee Responsibilities	Accomplished In 2020
Oversees Aimco’s accounting and financial reporting processes and audits of Aimco’s financial statements.	✓
Directly responsible for the appointment, compensation, and oversight of the independent auditors and the lead engagement partner and makes its appointment based on a variety of factors.	✓
Reviews the scope, and overall plans for and results of the annual audit and internal audit activities.	✓
Oversees management’s negotiation with Ernst & Young LLP concerning fees, and exercises final approval over all Ernst & Young LLP fees.	✓
Consults with management and Ernst & Young LLP with respect to Aimco’s processes for risk assessment and enterprise risk management. Areas involving risk that are reported on by management and considered by the Audit Committee, the other Board committees, or the Board, include: operations, liquidity, leverage, finance, financial statements, the financial reporting process, accounting, legal matters, regulatory compliance, information technology and data protection, sustainability, ESG, compensation, succession planning, and human resources and human capital.	✓
Consults with management and Ernst & Young LLP regarding, and provides oversight for, Aimco’s financial reporting process, internal control over financial reporting, and the Company’s internal audit function.	✓
Reviews and approves the Company’s policy about the hiring of former employees of independent auditors.	✓
Reviews and approves the Company’s policy for the pre-approval of audit and permitted non-audit services by the independent auditor, and reviews and approves any such services provided pursuant to such policy.	✓
Receives reports pursuant to Aimco’s policy for the submission and confidential treatment of communications from teammates and others concerning accounting, internal control and auditing matters.	✓
Reviews and discusses with management and Ernst & Young LLP quarterly earnings releases prior to their issuance and quarterly reports on Form 10-Q and annual reports on Form 10-K prior to their filing.	✓
Reviews the responsibilities and performance of the Company’s internal audit function, approves the hiring, promotion, demotion or termination of the lead internal auditor, and oversees the lead internal auditor’s periodic performance review and changes to his or her compensation.	✓
Reviews with management the scope and effectiveness of the Company’s disclosure controls and procedures, including for purposes of evaluating the accuracy and fair presentation of the Company’s financial statements in connection with the certifications made by the CEO and CFO.	✓
Meets regularly with members of Aimco management and with Ernst & Young LLP, including periodic meetings in executive session.	✓
Performs an annual review of the Company’s independent auditor, including an assessment of the firm’s experience, expertise, communication, cost, value, and efficiency, and including external data relating to audit quality and performance, including recent Public Company Accounting Oversight Board (PCAOB) reports on Ernst & Young LLP and its peer firms.	✓
Performs an annual review of the lead engagement partner of the Company’s independent auditor and the potential successors for that role.	✓
Periodically evaluates independent audit service providers, including a 2015 request for proposal process to assess the best firm to serve as Aimco’s independent auditor.	✓

The Audit Committee held five meetings during the year ended December 31, 2020. As set forth in the Audit Committee’s charter, no director may serve as a member of the Audit Committee if such director serves on the audit committee of more than two other public companies, unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on the Audit Committee. No member of the Audit Committee serves on the audit committee of more than two other public companies.

Audit Committee Financial Expert

The Board has designated Mr. Leupp as an “audit committee financial expert.” In addition, all of the members of the Audit Committee qualify as audit committee financial experts. Each member of the Audit Committee is independent, as that term is defined by Section 303A of the listing standards of the New York Stock Exchange relating to audit committees.

Compensation and Human Resources Committee

The Compensation and Human Resources Committee currently consists of the eight Independent Directors. Mr. Sykes serves as the chairman of the Compensation and Human Resources Committee. The chairman meets regularly with Ms. Johnson, Aimco’s CAO. The Chairman also has regular conversations with the Compensation and Human Resources Committee’s independent compensation consultant, Willis Towers Watson, and outside counsel with expertise in executive compensation and compensation governance related matters. The Compensation and Human Resources Committee has a written charter that is reviewed annually and was last amended in April 2021. The Compensation and Human Resources Committee’s charter is posted on Aimco’s website (www.aimco.com) and is also available in print to stockholders, upon written request to Aimco’s Corporate Secretary.

The Compensation and Human Resources Committee’s responsibilities are set forth in the following charts.

Compensation and Human Resources Committee Responsibilities	Accomplished In 2020
Responsible for succession planning in all leadership positions, both in the short term and the long term, with particular focus on CEO and key person succession.	✓
Oversee the Company’s management of the talent pipeline process.	✓
Oversee the goals and objectives of the Company’s executive compensation plans.	✓
Annually evaluate the performance of the CEO.	✓
Determine the CEO’s compensation.	✓
Negotiate and provide for the documentation of any employment agreement (or amendment thereto) with the CEO, as applicable.	✓
Review and approve the decisions made by the CEO as to the compensation of the other executive officers.	✓
Approve and grant any equity compensation.	✓
Review and discuss the Compensation Discussion & Analysis with management.	✓
Oversee the Company’s submission to a stockholder vote of matters relating to compensation, including advisory votes on executive compensation and the frequency of such votes, incentive and other compensation plans, and amendments to such plans.	✓
Consider the results of stockholder advisory votes on executive compensation and take such results into consideration in connection with the review and approval of executive officer compensation.	✓
Review stockholder proposals and advisory stockholder votes relating to executive compensation matters and recommend to the Board the Company’s response to such proposals and votes.	✓
Review compensation arrangements to evaluate whether incentive and other forms of pay encourage unnecessary or excessive risk taking.	✓
Review and approve the terms of any compensation “claw back” or similar policy or agreement between the Company and the Company’s executive officers.	✓
Review periodically the goals and objectives of the Company’s executive compensation plans and recommend that the Board amend these goals and objectives if appropriate.	✓
Oversee the Company’s culture, with a particular focus on collegiality, collaboration, and team-building.	✓

One of the most important responsibilities of the Compensation and Human Resources Committee is to ensure a succession plan is in place for key members of the Company’s executive management team, including the CEO. Based on the work of the Compensation and Human Resources Committee, the Board has a succession plan for the CEO position, is prepared to act in the event of a CEO vacancy in the short term, and has identified candidates for succession over the long term. The Board will select the successor taking into consideration the needs of the organization, the business environment, and each candidate’s skills, experience, expertise, leadership, and fit. The Company maintains a robust succession planning process, as highlighted in the following chart.

Management Succession

The Company maintains an executive talent pipeline for every executive officer position, including the CEO position, and every other senior officer position within the organization.

The executive talent pipeline includes “interim,” “ready now,” and “under development” candidates for each position. The Company has an intentional focus on those formally under development for executive roles. Management is also focused on attracting, developing, and retaining strong talent across the organization.

The executive talent pipeline is formally updated annually and is the main topic of at least one of the Compensation and Human Resources Committee’s meetings each year. The Compensation and Human Resources Committee also reviews the pipeline in connection with year-end performance and compensation reviews for every executive officer position. The pipeline is discussed regularly at the management level, as well.

Talent development and succession planning is a coordinated effort among the CEO, the Compensation and Human Resources Committee, and the CAO, as well as each succession candidate.

The Board is provided exposure to succession candidates for executive officer positions.

All executive succession candidates have formal development plans.

The Company maintains a forward-looking approach to succession. Positions are filled considering the business strategy and needs at the time of a vacancy and the candidate’s skills, experience, expertise, leadership and fit.

The Company has a proven track record on the development of talented leaders and succession, most recently with the CEO transition in December 2020.

The Compensation and Human Resources Committee held five meetings during the year ended December 31, 2020.

Nominating, Environmental, Social, and Governance Committee

In 2021, the Nominating and Corporate Governance Committee changed the name of the committee to the Nominating, Environmental, Social, and Governance Committee to reflect the committee’s oversight responsibilities over such matters. The Nominating, Environmental, Social, and Governance Committee currently consists of the eight Independent Directors. Mr. Stone serves as the chairman of the Nominating, Environmental, Social, and Governance Committee. The Nominating, Environmental, Social, and Governance Committee has a written charter that is reviewed annually and was last amended in October 2021. The Committee’s charter is posted on Aimco’s website (www.aimco.com) and is also available in print to stockholders, upon written request to Aimco’s Corporate Secretary.

The Nominating, Environmental, Social, and Governance Committee’s responsibilities are set forth in the following chart.

Nominating, Environmental, Social, and Governance Committee Responsibilities	Accomplished In 2020
Focuses on Board candidates and nominees, and specifically: • Plans for Board refreshment and succession planning for directors; • Identifies and recommends to the Board individuals qualified to serve on the Board; • Identifies, recruits, and, if appropriate, interviews candidates to fill positions on the Board, including persons suggested by stockholders or others; and • Reviews each Board member’s suitability for continued service as a director when his or her term expires and when he or she has a change in professional status and recommends whether or not the director should be re-nominated.	✓
Focuses on Board composition and procedures as a whole and recommends, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise, and diversity of perspective and background required for the Board as a whole.	✓
Develops and recommends to the Board a set of corporate governance principles applicable to Aimco and its management.	✓
Maintains a related party transaction policy and oversees any potential related party transactions.	✓
Oversees a systematic and detailed annual evaluation of the Board, committees, and individual directors in an effort to continuously improve the function of the Board.	✓
Considers corporate governance matters that may arise and develops appropriate recommendations, including providing the forum for the Board to consider important matters of public policy and vet stockholder input on a variety of matters.	✓

Nominating, Environmental, Social, and Governance Committee Responsibilities	Accomplished In 2020
Reviews corporate governance trends, best practices, and regulations applicable to the corporate governance of the Company and develops appropriate recommendations for the Board.	✓
Oversees the Company’s policies and strategies related to environmental, social, and corporate responsibility matters in coordination with the other standing committees of the Board.	✓
Evaluates relevant, current, and emerging environmental, social, and corporate responsibility trends that may materially impact or be of significance to the business, operations, or performance of the Company, reviews and assesses with management third-party rating reports and scores of the Company on environmental, social, and corporate responsibility matters, reviews with management the Company’s communications strategy on such matters, and develops appropriate recommendations for the Board.	✓
Receives updates from the Company’s management regarding material environmental, social, and corporate responsibility activities, practices, policies, and procedures.	✓
Oversees the Company’s disclosure on environmental, social, and governance matters.	✓
Reviews annually the Company’s public policy advocacy efforts and political and charitable contributions.	✓

The Nominating, Environmental, Social, and Governance Committee held five meetings during the year ended December 31, 2020.

Investment Committee

The Investment Committee currently consists of the Independent Directors and non-management directors. Mr. Stein serves as the chairman of the Investment Committee. The Investment Committee’s purpose is to provide oversight and guidance to the Company’s management regarding investment decisions. The Investment Committee held four meetings during the year ended December 31, 2020. Since the Separation, Mr. Considine has recused himself from the Investment Committee’s consideration of any matters involving AIR.

Aimco-AIR Transactions Committee

The Aimco-AIR Transactions Committee consists of at least three Independent Directors, which initially will be Mr. Leupp and Mses. Gibson and Smith. Ms. Gibson serves as the chairman of the Aimco-AIR Transactions Committee. The Aimco-AIR Transactions Committee will meet regularly with members of Aimco’s senior leadership. The Aimco-AIR Transactions Committee has a written charter that will be reviewed annually.

The Aimco-AIR Transactions Committee charter is posted on Aimco’s website (www.aimco.com) and is also available in print to stockholders upon written request to Aimco’s Corporate Secretary.

The Aimco-AIR Transactions Committee’s responsibilities are set forth in the following chart.

Aimco-AIR Transactions Committee

Oversee all prospective contracts or transactions to be entered into by and between Aimco and AIR (each an “Aimco-AIR Transaction”) to ensure that all Aimco-AIR Transactions are on an arms-length basis and on commercially reasonable terms, and provide recommendations to the Board regarding the same.

Review any proposed material modifications, extensions, and terminations (other than by the terms of an agreement) to any contract entered into between Aimco and AIR in connection with the separation of Aimco and AIR or since such time, and provide recommendations to the Board regarding the same.

Consider and make periodic recommendations to the Board with regard to the relationship between Aimco and AIR.

Receive a regular report of all material activities between Aimco and AIR, including those pursuant to agreements approved and entered into at the time of the separation transaction.

Exercise such additional powers and duties as may be reasonable, necessary, or desirable, in the Aimco-AIR Transactions Committee’s discretion, to fulfill its duties under its charter.

Perform such other functions as assigned by law, Aimco’s charter or bylaws or the Board.

The Aimco-AIR Transactions Committee was formed in October 2021, and will meet as often as is necessary to carry out its duties and responsibilities.

Redevelopment and Construction Committee

The Redevelopment and Construction Committee consisted of the pre-Separation independent directors. Ms. Sperling served as the chairman of the Redevelopment and Construction Committee until the Separation. Ms. Sperling met regularly with Aimco’s redevelopment and construction leadership and assessed the progress of development and redevelopment and project status. The Redevelopment and Construction Committee’s purposes were to provide oversight and guidance to the Company’s management regarding development, redevelopment, and construction by reviewing work process, policies and standards, recommending modifications thereto and directing related analytical and progress reporting. The Redevelopment and Construction Committee held four meetings during the year ended December 31, 2020. Following the Separation, development, redevelopment, and construction became a focus subject at every Board meeting, eliminating the need for a standing Redevelopment and Construction Committee, and it was disbanded accordingly.

Board Composition, Board Refreshment, and Director Tenure

Aimco is focused on having a well-constructed and high performing board. To that end, the Nominating, Environmental, Social, and Governance Committee selects nominees for director based on, among other things, breadth and depth of experience, knowledge, skills, expertise, integrity, ability to make independent analytical inquiries, understanding of Aimco’s business environment, diversity of perspective and background, and willingness to devote adequate time and effort to Board responsibilities. In considering nominees for director, the Nominating, Environmental, Social, and Governance Committee seeks to have a diverse range of experience and expertise relevant to Aimco’s business. The Nominating, Environmental, Social, and Governance Committee places a premium on directors who work well in the collegial and collaborative nature of the Board (which is also consistent with the Aimco culture) and also requires directors who think and act independently and can clearly and effectively communicate their convictions. The Nominating, Environmental, Social, and Governance Committee assesses the appropriate balance of criteria required of directors and makes recommendations to the Board.

The Nominating, Environmental, Social, and Governance Committee has specifically considered the feedback of some stockholders as well as the discussions of some commentators that suggest lengthy Board tenure should be balanced with new perspectives. Specific to Aimco, the Nominating, Environmental, Social, and Governance Committee has structured the Board such that there are directors of varying tenures, with new directors and perspectives joining the Board every few years while retaining the institutional memory of longer-tenured directors. Longer-tenured directors, balanced with less-tenured directors, enhance the Board’s oversight capabilities. Aimco’s directors work effectively together, coordinate closely with senior management, comprehend Aimco’s challenges and opportunities, and frame Aimco’s business strategy.

When formulating its Board membership recommendations, the Nominating, Environmental, Social, and Governance Committee also considers advice and recommendations from others, including stockholders, as it deems appropriate. Such recommendations are evaluated based on the same criteria noted above.

The Board is responsible for nominating members for election to the Board and for filling vacancies on the Board that may occur between annual meetings of stockholders. Based on recommendations from the Nominating, Environmental, Social, and Governance Committee, the Board determined to nominate Messrs. Allen and Sykes and Ms. Gibson for re-election as Class I directors to serve a three-year term expiring at the 2024 annual meeting.

Board Leadership Structure

In connection with the Separation, the Board concluded that separating the Chairman and CEO role would be most effective for the Company’s leadership and governance. Mr. Miller serves as Chairman of the Board, which includes: presiding over executive sessions of the Independent Directors, which are held regularly and not less than four times per year; with the CEO, setting meeting agendas and schedules; calling meetings of the Independent Directors; and being available for direct communication with stockholders.

The Board has a majority of independent directors. Eight out of the ten directors are independent. The Audit, Compensation and Human Resources, Nominating, Environmental, Social, and Governance, and Aimco-AIR Transactions Committees are composed solely of independent directors.

Separate Sessions of Independent Directors

Aimco’s Corporate Governance Guidelines (described below) provide that the non-management directors shall meet in executive session without management on a regularly scheduled basis, but no less than four times per year. The non-management directors, which group currently is made up of the eight Independent Directors, met in executive session without management nine times during the year ended December 31, 2020.

The following table sets forth the number of meetings held by the Board and each committee during the year ended December 31, 2020.


		Board	Non- Management Directors	Audit Committee	Compensation and Human Resources Committee	Nominating and Corporate Governance Committee	Investment Committee	Redevelopment and Construction Committee
Number of Meetings....		21*	9	5	5	5	4	4

	* Fourteen of the Board meetings related to the Separation.

Majority Voting for the Election of Directors

In an uncontested election at the meeting of stockholders, any nominee to serve as a director of the Company will be elected if the director receives a majority of votes cast, which means that the number of shares voted “for” a director exceeds the number of shares voted “against” that director. With respect to a contested election, a plurality of all the votes cast at the meeting of stockholders will be sufficient to elect a director. The following is not considered votes cast “for” or “against” a director nominee: (a) a share otherwise present at the meeting but for which there is an abstention and (b) a share otherwise present at the meeting as to with a stockholder gives no direction. If a nominee who currently is serving as a director receives a greater number of “against” votes for his or her election than votes “for” such election (a “Majority Against Vote”) in an uncontested election, Maryland law provides that the director would continue to serve on the Board as a “holdover director.” However, under Aimco’s Bylaws, any nominee for election as a director in an uncontested election who receives a Majority Against Vote is obligated to tender his or her resignation to the Board for consideration following certification of the vote. The Nominating, Environmental, Social, and Governance Committee will consider any resignation and recommend to the Board whether to accept it. The Board is required to take action with respect to the Nominating, Environmental, Social, and Governance Committee’s recommendation within 90 days following certification of the stockholder vote. Additional details are set out in Article II, Section 2.03 (Election and Tenure of Directors; Resignations) of Aimco’s Bylaws.

Proxy Access

At our 2015 annual meeting, a proxy access stockholder proposal received the support of a majority of the votes cast. That proposal requested the Board to adopt a bylaw that would require the Company to include in its proxy materials nominees for director proposed by a stockholder or group that owns at least 3% of our outstanding shares for at least three years. Following that meeting, through the summer and fall of 2015 and into 2016, we engaged in extensive stockholder outreach and discussed proxy access with stockholders representing over 66% of shares of Common Stock outstanding as of September 30, 2015, including all ten of Aimco’s largest stockholders as of that date.

Although our stockholders expressed varying views on proxy access generally, and on the specific terms of a proxy access bylaw, many stockholders indicated that they viewed proxy access as an important stockholder right. At the same time, many stockholders expressed concern that stockholders with a small economic interest could abuse proxy access and impose unnecessary costs on the Company. In particular, stockholders expressed support for a reasonable limit on the number of stockholders who could come together to form a nominating group, with a consensus around a 20 stockholder limit, so long as certain related funds were counted as one stockholder for this purpose. In addition, many stockholders expressed support for the principle that a proxy access bylaw provide for a minimum of two candidates, with that principle being more meaningful to stockholders than the percentage of the board used to calculate the number of permitted proxy access candidates.

Stockholders expressed general flexibility concerning most other proxy access terms, including counting directors nominated as access candidates who are elected and re-nominated by the Board when determining the limit on access candidates for a limited number of years, and eliminating proxy access at the same annual meeting for which a nomination notice outside of proxy access has been submitted by another stockholder. Also, stockholders indicated that post-meeting holding requirements would be considered overly restrictive, but that a statement regarding post-meeting intentions that did not require continued ownership was acceptable.

The feedback received from stockholders was reported to the Nominating, Environmental, Social, and Governance Committee and to the Board. Following a review of that feedback, corporate governance best practices and trends and the Company’s particular facts and circumstances, the Board amended the Company’s bylaws to provide a proxy access right to stockholders. As a result, a stockholder or a group of up to 20 stockholders, owning at

least 3% of our shares for at least three years, may submit nominees for up to 20% of the Board, or two nominees, whichever is greater, for inclusion in our proxy materials, subject to complying with the requirements contained in our bylaws.

Director Compensation

In formulating its recommendation for director compensation, the Nominating, Environmental, Social, and Governance Committee reviews director compensation for independent directors of companies in the real estate industry and companies of comparable market capitalization, revenue, and assets and considers compensation trends for other NYSE-listed companies. The Nominating, Environmental, Social, and Governance Committee also considers the size of the Board as compared to other boards, the participation of each independent director on committees, and the resulting workload on the directors. In addition, the Nominating, Environmental, Social, and Governance Committee considers the overall cost of the Board to the Company and the cost per director.

2020 Compensation for Pre-Separation Directors

For 2020, compensation for the pre-Separation independent directors remained consistent with their compensation for 2019. Specifically, director compensation included a fixed annual cash retainer of $90,000 and an award of 3,200 shares of fully vested Common Stock. No meeting fees were paid to independent directors for attending meetings of the Board and the committees on which they serve. For the year ended December 31, 2020, Aimco paid the pre-Separation directors serving on the Board during that year as follows:

Name	Fees Earned or Paid in Cash ($) (1)	Stock Awards ($) (2)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation ($)	Total ($)
Terry Considine (3)	—	—	—	—	—	—	—
Thomas L. Keltner	90,000	170,432	—	—	—	—	260,432
Robert A. Miller	90,000	170,432	—	—	—	—	260,432
Devin I. Murphy	67,500	89,304	—	—	—	—	156,804
Kathleen M. Nelson	90,000	170,432	—	—	—	—	260,432
John D. Rayis	67,500	89,304	—	—	—	—	156,804
Ann Sperling	90,000	170,432	—	—	—	—	260,432
Michael A. Stein	90,000	170,432	—	—	—	—	260,432
Nina A. Tran	90,000	170,432	—	—	—	—	260,432

__________

(1)	For 2020, each independent director received a cash retainer of $90,000, except Messrs. Murphy and Rayis, who joined the Board on April 28, 2020, received a prorated cash retainer of $67,500 each.

(2)

For 2020, Messrs. Keltner, Miller, and Stein, and Mses. Nelson, Sperling, and Tran were each awarded 3,200 shares of Common Stock, which shares were awarded on January 28, 2020, and the closing price of Aimco’s Common Stock on that date was $53.26. Messrs. Murphy and Rayis, who joined the Board on April 28, 2020, were each awarded a prorated amount of 2,400 shares of Common Stock on April 28, 2020, and the closing price on that date was $37.21. The dollar value shown above represents the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 and is calculated based on the closing price of Aimco’s Common Stock on the date of grant.

(3)	Mr. Considine, who is not an independent director, did not receive any additional compensation for serving on the Board.

Compensation for Post-Separation Directors

The post-Separation Independent Directors each received an initial fee of 34,000 shares of Common Stock, which shares were awarded on December 21, 2021, for Messrs. Allen, Leupp, Stone, and Sykes and Ms. Gibson, and on January 27, 2021, for Messrs. Miller and Stein and Ms. Smith.

2021 Compensation

Compensation for each of the Independent Directors in 2021 includes an annual fee of 16,234 shares of Common Stock, which shares were awarded on January 27, 2021. The closing price of Aimco’s Common Stock on the New York Stock Exchange on January 27, 2021, was $4.62. The Independent Directors also received an annual cash retainer of $75,000, payable quarterly. Directors will not receive meeting fees in 2021. Compensation for the Independent Directors is consistent with independent director compensation paid by Aimco’s peer companies.

As contemplated by the Separation and by Aimco and AIR, Mr. Considine has specific responsibilities to Aimco as a non-executive employee during 2021 and 2022 to support the establishment and growth of the Aimco business, reporting directly to the Board. These responsibilities include short and long-term strategic direction and advice, transition and executive support to Aimco officers, and advice and consultation with respect to Aimco’s strategic growth and acquisition activities. The Independent Directors set Mr. Considine’s 2021 target total compensation (including base compensation, STI, and LTI) for these responsibilities at $1.8 million.

Code of Ethics

The Board has adopted a code of ethics entitled “Code of Business Conduct and Ethics” that applies to the members of the Board, all of Aimco’s executive officers and all teammates of Aimco or its subsidiaries, including Aimco’s principal executive officer, principal financial officer, and principal accounting officer. The Code of Business Conduct and Ethics is posted on Aimco’s website (www.aimco. com) and is also available in print to stockholders, upon written request to Aimco’s Corporate Secretary. If, in the future, Aimco amends, modifies, or waives a provision in the Code of Business Conduct and Ethics, rather than filing a Current Report on Form 8-K, Aimco intends to satisfy any applicable disclosure requirement under Item 5.05 of Form 8-K by posting such information on Aimco’s website (www.aimco.com), as necessary.

Corporate Governance Guidelines and Director Stock Ownership

The Board has adopted and approved Corporate Governance Guidelines. These guidelines, which were last updated in April 2021, are available on Aimco’s website (www.aimco.com) and are also available in print to stockholders, upon written request to Aimco’s Corporate Secretary. In general, the Corporate Governance Guidelines address director qualification standards, director responsibilities, the role of the Chairman of the Board or Lead Independent Director, as applicable, director access to management and independent advisors, director compensation, director orientation and continuing education, the role of the Board in planning management succession, stock ownership guidelines and retention requirements, and an annual performance evaluation of the Board.

With respect to stock ownership guidelines for the Independent Directors, the Corporate Governance Guidelines provide that by the completion of five years of service from the date of the Separation or from joining the Board, whichever is later, an Independent Director is expected to own shares having a value of at least five times the annual cash retainer for independent directors. Due to the Separation and recent board refreshment, the Independent Directors are not yet required to have holdings in this amount. All of the Independent Directors except for Mr. Allen have holdings in excess of this amount as of October 27, 2021.

Corporate Responsibility

At Aimco, corporate responsibility is an important part of our business. As with all other aspects of our business, our corporate responsibility program focuses on continuous improvement, to the benefit of our stockholders, our residents, our teammates, our communities, and the environment. We actively discuss these matters with our stockholders and solicit their feedback on our program.

The graphics at the beginning of this proxy statement describe some of the highlights of our corporate responsibility program. For more information on Aimco’s corporate responsibility program, please refer to Aimco’s 2020-21 Corporate Responsibility Report, which is available on Aimco’s website (www.aimco.com). The information contained in the 2020-21 Corporate Responsibility Report is neither incorporated by reference in this proxy statement nor considered to be a part of this document.

Communicating with the Board of Directors

Any interested parties desiring to communicate with the Board, Aimco’s Chairman of the Board, any of the other Independent Directors, any committee chairman, or any committee member may directly contact such persons by directing such communications in care of Aimco’s Corporate Secretary. All communications received as set forth in the preceding sentence will be opened by the office of Aimco’s General Counsel for the sole purpose of determining whether the contents represent a message to Aimco’s directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the Board or any group or committee of directors, the General Counsel’s office will make sufficient copies of the contents to send to each director who is a member of the group or committee to which the envelope or e-mail is addressed.

To contact Aimco’s Corporate Secretary, correspondence should be addressed as follows:

Corporate Secretary

Office of the General Counsel

Apartment Investment and Management Company

4582 South Ulster Street, Suite 1450

Denver, Colorado 80237

AUDIT COMMITTEE REPORT TO STOCKHOLDERS

The Audit Committee oversees Aimco’s financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process, including internal control over financial reporting and disclosure controls and procedures. A written charter approved by the Audit Committee and ratified by the Board governs the Audit Committee. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements in the Annual Report on Form 10-K with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

The Audit Committee reviewed with the independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States, its judgment as to the quality, not just the acceptability, of the Company’s accounting principles. The Audit Committee also has 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 U.S. Securities and Exchange Commission (“SEC”). In addition, the Audit Committee has received from the independent registered public accounting firm the written disclosures and letter required by applicable PCAOB requirements, has discussed with the independent registered public accounting firm its independence from the Company and its management.

The Audit Committee discussed with the Company’s independent registered public accounting firm the overall scope and plans for its audit. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of its examination, its evaluation of the Company’s internal control over financial reporting, and the overall quality of the Company’s financial reporting. The Audit Committee held five meetings during 2020.

None of the Audit Committee members have a relationship with the Company that might interfere with the exercise of the member’s independence from the Company and its management.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board approved, that the audited financial statements and management’s report on internal control over financial reporting be included in the Annual Report on Form 10-K for the year ended December 31, 2020, for filing with the SEC. The Audit Committee and the Board have also recommended, subject to stockholder ratification, the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.

Date: October 27, 2021

QUINCY L. ALLEN

PATRICIA L. GIBSON

JAY PAUL LEUPP (CHAIRMAN)

ROBERT A. MILLER

DEBORAH SMITH

MICHAEL A. STEIN

R. DARY STONE

KIRK A. SYKES

The above report will not be deemed to be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates the same by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Principal Accountant Fees

Below is information on the fees billed for services rendered by Ernst & Young LLP during the years ended December 31, 2020, and 2019.

	Year Ended December 31,
	2020	2019
Aggregate fees billed for services	$ 0.74 million (1)	$ 2.11 million
Audit Fees: Including fees associated with the audit of Aimco’s annual financial statements, internal controls, interim reviews of financial statements, registration statements, comfort letters, and consents	$ 0.74 million (1)	$ 1.23 million
Audit-Related Fees: Including fees related to benefit plan audits	$ --	$ 0.03 million
Tax Fees:
Tax Compliance Fees (2)	$ --	$ 0.60 million
Tax Consulting Fees (3)	$ --	$ 0.20 million
Total Tax Fees	$ --	$ 0.80 million
All other fees	$ --	$ 0.05 million

__________

(1)

Excludes amounts incurred by the Company prior to the Separation.

(2)

Tax compliance fees consist primarily of income tax return preparation and income tax return review fees related to the income tax returns of the Company, the Operating Partnership, and certain Company subsidiaries and affiliates.

(3)

Tax consulting fees consist primarily of amounts attributable to routine advice related to various transactions, and assistance related to income tax return examinations by governmental authorities.

Audit Committee Pre-Approval Policies

The Audit Committee has adopted the Audit and Non-Audit Services Pre-Approval Policy (the “Pre-Approval Policy”). A summary of the Pre-Approval Policy is as follows:

•

The Pre-Approval Policy describes the Audit, Audit-related, Tax and Other Permitted services that have the general pre-approval of the Audit Committee.

•

Pre-approvals are typically subject to a dollar limit of $50,000.

•

The term of any general pre-approval is generally 12 months from the date of pre-approval.

•

At least annually, the Audit Committee reviews and pre-approves the services that may be provided by the independent registered public accounting firm without obtaining specific pre-approval from the Audit Committee.

•

Unless a type of service has received general pre-approval and is anticipated to be within the dollar limit associated with the general pre-approval, it requires specific pre-approval by the Audit Committee if it is to be provided by the independent registered public accounting firm.

•

The Audit Committee will consider whether all services are consistent with the rules on independent registered public accounting firm independence.

•

The Audit Committee also considers whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with Aimco’s business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance Aimco’s ability to manage or control risk or improve audit quality. Such factors are considered as a whole, and no one factor is necessarily determinative.

All of the services described in the Principal Accountant Fee section above were approved pursuant to the annual engagement letter or in accordance with the Pre-Approval Policy.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information available to the Company, as of October 20, 2021, with respect to Aimco’s equity securities beneficially owned by (i) each director and the named executive officers (“NEOs”) described under the heading “Compensation Discussion & Analysis,” and (ii) all directors and executive officers as a group. The table also sets forth certain information available to the Company, as of October 20, 2021, with respect to shares of Common Stock held by each person known to the Company to be the beneficial owner of more than 5% of such shares. This table reflects options that are exercisable within 60 days. Unless otherwise indicated, each person has sole voting and investment power with respect to the securities beneficially owned by that person. The business address of each of the following directors and NEOs is 4582 South Ulster Street, Suite 1450, Denver, Colorado 80237, except the business address for Messrs. Beldin and Kimmel and Ms. Cohn is 4582 South Ulster Street, Suite 1700, Denver, Colorado 80237. None of the securities reflected in this table held by the directors or NEOs are the subject of any hedging or pledging transaction.

Name and Address of Beneficial Owner	Number of shares of Common Stock (1)		Percentage of Common Stock Outstanding (2)	Number of Partnership Units (3)		Percentage Ownership of the Company (4)
Directors and Named Executive Officers:
Wes Powell	609,806		*	—		*
H. Lynn C. Stanfield	435,152		*	5,242		*
Jennifer Johnson	271,072		*	—		*
Paul L. Beldin	82,293	(5)	*	—		*
Lisa R. Cohn	115,697		*	—		*
Keith M. Kimmel	65,685	(6)	*	—		*
Quincy L. Allen	38,034		*	—		*
Terry Considine	2,625,401	(7)	1.72%	2,967,556	(8)	3.48%
Patricia L. Gibson	50,234		*	—		*
Jay Paul Leupp	52,247	(9)	*	—		*
Robert A. Miller	70,234		*	—		*
Deborah Smith	50,234		*	—		*
Michael A. Stein	50,234		*	—		*
R. Dary Stone	50,234		*	—		*
Kirk A. Sykes	50,234		*	—		*
All directors and executive officers as a group (12 persons)	4,353,116	(10)	2.85%	2,972,798		4.22%
5% or Greater Holders:
T. Rowe Price Associates, Inc.	20,840,632	(11)	13.69%	—		13.01%
100 East Pratt St.
Baltimore, Maryland 21202
The Vanguard Group, Inc.	20,387,883	(12)	13.39%	—		12.73%
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
BlackRock Inc.	10,941,550	(13)	7.19%	—		6.83%
55 East 52nd Street
New York, New York 10055
FMR LLC	7,779,879	(14)	5.11%	—		4.86%
245 Summer Street
Boston, Massachusetts 02210

__________

*	Less than 0.5%

(1)	Excludes shares of Common Stock issuable upon redemption of common OP Units or equivalents.

(2)

Represents the number of shares of Common Stock beneficially owned by each person divided by the total number of shares of Common Stock outstanding. Any shares of Common Stock that may be acquired by a person within 60 days upon the exercise of options, warrants, rights or conversion privileges or pursuant to the power to revoke, or the automatic termination of, a trust, discretionary account or similar arrangement are deemed to be beneficially owned by that person and are deemed outstanding for the purpose of computing the percentage of outstanding shares of Common Stock owned by that person, but not any other person.

(3)

Through wholly owned subsidiaries, Aimco acts as general partner of the Aimco Operating Partnership. As of October 20, 2021, Aimco held approximately 95.0% of the common partnership interests in the Aimco Operating Partnership. Interests in the Aimco Operating Partnership that are held by limited partners other than Aimco are referred to as “OP Units.” Generally, after a holding period of 12 months, common OP Units may be tendered for redemption and, upon tender, may be acquired by Aimco for shares of Common Stock at an exchange ratio of one share of Common Stock for each common OP Unit (subject to adjustment). If Aimco acquired all common OP Units for Common Stock (without regard to the ownership limit set forth in Aimco’s Charter), these shares of Common Stock would constitute approximately 5.0% of the then outstanding shares of Common Stock. OP Units are subject to certain restrictions on transfer.

(4)

Represents the number of shares of Common Stock beneficially owned, divided by the total number of shares of Common Stock outstanding, assuming, in both cases, that all 7,968,671 OP Units outstanding as of October 20, 2021, are redeemed in exchange for shares of Common Stock (notwithstanding any holding period requirements, and Aimco’s ownership limit). See note (3) above. Excludes partnership preferred units issued by the Aimco Operating Partnership and Aimco preferred securities.

(5)	Includes 17,425 shares subject to options that are exercisable within 60 days.

(6)	Includes 14,588 shares subject to options that are exercisable within 60 days.

(7)

Includes the following shares of which Mr. Considine disclaims beneficial ownership: 34,724 shares held by Mr. Considine’s spouse; and 1,655,375 shares held by a retirement plan for which Mr. Considine is the trustee and his spouse is the sole participant. Also includes 750,557 shares subject to options that are exercisable within 60 days.

(8)

Includes 1,038,451 OP Units and equivalents held by Mr. Considine. Includes 179,735 OP Units held by an entity in which Mr. Considine has sole voting and investment power, 1,591,672 OP Units and equivalents held by Titahotwo Limited Partnership RLLLP, a registered limited liability limited partnership for which Mr. Considine serves as the general partner and holds a 0.5% ownership interest, and 157,698 OP Units held by Mr. Considine’s spouse, for which Mr. Considine disclaims beneficial ownership.

(9)	Includes 52,234 shares held directly by Mr. Leupp and 13 shares held by Terra Firma Asset Management, LLC, of which Mr. Leupp is a 65% owner.

(10)	Includes 750,557 shares subject to options that are exercisable within 60 days.

(11)

Beneficial ownership information is based on information contained in Schedule 13G filed with the SEC on January 11, 2021, by T. Rowe Price Associates, Inc. on behalf of itself and affiliated entities. According to the schedule, included in the securities listed above as beneficially owned by T. Rowe Price Associates, Inc. are 7,138,079 shares and 9,061,833 shares over which T. Rowe Price Associates, Inc. and T. Rowe Price Mid-Cap Value Fund, Inc., respectively, have sole voting power. According to the schedule, T. Rowe Price Associates, Inc. has sole dispositive power with respect to all 20,840,632 shares.

(12)

Beneficial ownership information is based on information contained in Schedule 13G filed with the SEC on February 10, 2021, by The Vanguard Group, Inc. According to the schedule, The Vanguard Group, Inc. has sole dispositive power with respect to 19,846,703 of the shares and shared voting power with respect to 422,691 of the shares and shared dispositive power with respect to 541,180 of the shares.

(13)

Beneficial ownership information is based on information contained in Schedule 13G filed with the SEC on January 29, 2021, by BlackRock Inc. According to the schedule, BlackRock Inc. has sole voting power with respect to 10,360,709 of the shares and sole dispositive power with respect to all 10,941,550 shares.

(14)

Beneficial ownership information is based on information contained in an Amendment No. 1 to Schedule 13G filed with the SEC on February 8, 2021, by FMR LLC. According to the schedule, FMR LLC has sole voting power with respect to 3,197,145 of the shares and sole dispositive power with respect to all 7,779,879 shares.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

This CD&A addresses the following:

•

Separation

•

Stockholder Engagement Regarding Executive Compensation;

•

Overview of Aimco’s Pay-for-Performance Philosophy and 2020 Performance Results;

•

Overview of Year-To-Date 2021 Performance Results;

•

Summary of Executive Compensation Program and Governance Practices;

•

What We Pay and Why: Components of Executive Compensation;

•

Total Compensation for 2020;

•

Other Compensation;

•

Post-Employment Compensation and Employment and Severance Arrangements;

•

Other Benefits; Perquisite Philosophy;

•

Stock Ownership Guidelines and Required Holding Periods After Vesting;

•

Role of Outside Consultants;

•

Base Salary, Incentive Compensation, and Equity Grant Practices;

•

2021 Compensation Targets; and

•

Accounting Treatment and Tax Deductibility of Executive Compensation.

Separation

As noted previously, on December 15, 2020, Aimco completed the separation of its business into two, separate and distinct publicly traded companies, Aimco and AIR. As part of the Separation, Aimco’s founder, Chairman of the Board, and Chief Executive Officer (“CEO”), Terry Considine, became the CEO of AIR. Aimco’s CFO, Paul Beldin, became the CFO of AIR, Aimco’s General Counsel, Lisa Cohn, became the President and General Counsel of AIR, and Aimco’s head of property operations, Keith Kimmel, became the head of property operations of AIR (collectively, the “Previous Management Team”). Effective as of the Separation, Aimco’s management team consists of the following three executives: Wes Powell, President and CEO (Aimco’s Executive Vice President (“EVP”), Redevelopment prior to the Separation); Lynn Stanfield, EVP and CFO (Aimco’s EVP, Financial Performance & Analysis and Capital Allocation prior to the Separation); and Jennifer Johnson, EVP, CAO and General Counsel (Aimco’s Senior Vice President, Human Resources prior to the Separation) (collectively, the “New Management Team”). The Previous Management Team and the New Management Team together constitute our NEOs for 2020. Unless otherwise noted, references to CEO pay in this CD&A refer to Mr. Considine, as he was CEO for all but two weeks of 2020. Compensation disclosure for both the Previous Management Team and the New Management Team consists of the entire compensation amount paid to each executive for the 2020 compensation year, regardless of whether the executive remained with Aimco or became an executive of AIR as part of the Separation.

Stockholder Engagement Regarding Executive Compensation

At Aimco’s 2020 Annual Meeting of Stockholders, approximately 98% of the votes cast in the advisory vote on executive compensation (also commonly referred to as “Say on Pay”) approved the compensation of Aimco’s NEOs as disclosed in Aimco’s 2020 proxy statement. The Compensation and Human Resources Committee (the “Committee”) and Aimco management remain committed to extensive engagement with stockholders as part of ongoing efforts to formulate and implement an executive compensation program designed to align the long-term interests of our executive officers with those of our stockholders. In 2019 and early 2020, we engaged with

stockholders representing approximately 70% of shares of Common Stock outstanding as of September 30, 2019, as part of our annual process of soliciting feedback on Aimco’s executive compensation program.

In the summer and fall of 2020, Aimco engaged with stockholders representing approximately 73% of Common Stock outstanding as of September 30, 2020. Although Aimco’s second outreach in 2020 was primarily focused on soliciting stockholder feedback on the Separation, Aimco also held discussions with some stockholders about its executive compensation program in the wake of the COVID-19 pandemic.

The following chart summarizes the collective feedback we received, and actions we have taken in response.

Stockholder Feedback

Action Taken

Overall Program.

The Company continued to receive broad support from stockholders on the structure of its executive compensation program, the program’s alignment of pay and performance, and the quantum of compensation delivered under the program.

Based on the broad support received from stockholders, the Company made no changes to the structure of the program in 2020.

Disclosure.

Stockholders appreciated the thorough disclosure and encouraged Aimco to continue the same level of disclosure. A few stockholders requested that Aimco provide disclosure on performance for “in progress” LTI awards.

The Company has added a chart disclosing performance for “in progress” LTI awards as well as performance results for LTI awards for the three most recently completed performance periods.

STI Plan.

Stockholders are broadly pleased with the STI plan goals and disclosure of results.

Given that the Company’s STI goals are directly aligned with the Company’s five areas of strategic focus that drive long-term value creation, and have received broad support from stockholders, the Company did not make changes to the structure of its STI goals in 2020.

LTI Plan.

The Company’s three-year, forward looking plan measured upon relative TSR continued to receive broad support from stockholders. Most stockholders maintained that relative TSR should be the only LTI metric. However, a few stockholders encouraged the Company to consider adding a non-TSR based metric to its LTI plan with the rationale that relative TSR is not the best indicator of management effectiveness, day-to-day operational performance, or capital allocation effectiveness.

The Compensation Committee has reviewed the structure of the Company’s LTI plan and has discussed whether to add a metric to the Company’s LTI plan. Given that the Company’s LTI plan received broad support from stockholders, the Company did not make changes to the general structure of its LTI plan in 2020. The Company will continue its review and evaluation of the LTI plan structure, as well as its ongoing dialogue with stockholders on LTI plan structure and metrics and other compensation matters.

Impact of COVID-19 on Compensation Plans.

As described in detail in this CD&A, the Company carefully considered the advice of stockholders, compensation consultants, proxy commentators, and outside counsel, and its actions with respect to the 2020 executive compensation program are consistent with the advice of each of these constituencies. The Company’s business of providing homes is essential, and the Company remained open, serving residents, throughout the pandemic. The Company made a commitment to its entire team at the onset of the pandemic, that: any teammate who felt unsafe at work because of the virus was free to stay home, with pay and without penalty; the Company would cover all costs related to COVID-19 testing and treatment; and the team would remain intact, without layoffs or pay cuts. The Company’s commitment to its team is reflected in its highest ever recorded team engagement scores: 4.5 out of 5 for site teams, and 4.42 out of 5 for the entire Company, in 2020. The Company replaced the two 2020 STI goals rendered moot by the pandemic with a goal consisting of the Company’s response to the pandemic. Despite outperformance on the four original goals that remained intact, the Company capped overall STI goal performance at target. The Company made no changes to its 2020 LTI or prior year outstanding awards nor did it grant any new awards following the onset of the pandemic. Mr. Considine’s 2020 compensation, despite spearheading and leading the Company through the Separation and thereby unlocking $1B in stockholder value, was capped at target and he received no additional compensation related to the Separation (as described below).

Overview of Aimco’s Pay-for-Performance Philosophy and 2020 Performance Results

Aimco is a pay-for-performance organization. Aimco starts by setting target total compensation near the median of target total compensation for Aimco’s peers as identified on page 39, both as a measure of fairness and also to provide an economic incentive to remain with Aimco. Actual compensation varies from target compensation based on Aimco’s results. Each officer’s annual cash incentive compensation, “short term incentive” or STI, is based in part on Aimco’s performance against corporate, rather than personal, goals. The more senior the officer, the greater the percentage of his or her STI that is based on Aimco’s performance against its corporate goals. Aimco’s longer term compensation, “long term incentive” or LTI, follows a similar tiered structure. Each officer’s LTI is based in part on Aimco’s “total stockholder return” or TSR, relative to its peers, with executive officers having a greater share of their LTI based on relative TSR. In the case of Mr. Considine, his entire LTI award is “at risk” based on Aimco’s relative TSR. LTI is measured and vests over time, typically a period of four years, so that officers bear longer term exposure to the decisions they make.

To reinforce alignment of stockholder and management interests, Aimco also has stock ownership guidelines that require substantial equity holdings by executive officers, as described further on page 55.

Aimco produced solid results across all five areas of strategic focus that provide the foundation for the long-term sustainable profitability we seek for the stockholder capital entrusted to us.


	2020 AREAS OF STRATEGIC FOCUS



Operations	Drive rent growth based on high levels of resident retention through superior customer selection and satisfaction, coupled with disciplined innovation resulting in sustained cost control, to maximize Net Operating Income margins.

Redevelopment and Development	Create value and maximize earnings potential by the renovation and repositioning of apartment communities through small phase and major redevelopments.

Portfolio Management/Capital Allocation	Maintain an apartment portfolio diversified by geography and price point with a focus on properties with high land value located in submarkets with outsized future growth prospects. Invest in properties where we expect the appreciation of land to create opportunities for profitable redevelopment.

Balance Sheet	Utilize safe property debt that is low-cost, long-dated, amortizing, and non-recourse, limiting entity and refunding risk while maintaining asset flexibility.

Team	Focus intentionally on a collaborative and productive culture based on respect for others and personal responsibility, reinforced by a preference for promotion from within based on talent development and succession planning to produce a strong, stable team that is the enduring foundation of Aimco success.

Highlights for 2020 in the Company’s five areas of strategic focus included the following:

➣10 YEAR REVENUE CAGR (for the period ending 12/31/20): 3.45%

➣10 YEAR COE CAGR (for the period ending 12/31/20): -0.05%