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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.    )

 

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

  

Preliminary Proxy Statement

  

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

  

Definitive Proxy Statement

  

Definitive Additional Materials

  

Soliciting Material under §240.14a-12

 

     AMERICAN HOMES 4 RENT
     (Name of Registrant as Specified In Its Charter)
     
     (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

   No fee required.
   Fee paid previously with preliminary materials.
   Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


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LOGO


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A Message from Our Chairman

 

Dear American Homes 4 Rent shareholders:

As we embark on the second decade of our business, I want to thank you for your support and confidence in our ongoing mission to simplify the way America lives. We have accomplished tremendous success in the last ten years. Together, we transformed the real estate sector by developing an innovative product: the professionally-managed single-family rental home.

Our original purpose was to provide a high-quality, accessible housing option with superior service. Our work in the early days rehabilitated communities and stabilized the housing market after The Great Recession. Today, our industry is 30% larger than when we began. We operate in 22 states and more than 30 markets, delivering an exceptional leasing experience to 200,000+ residents across the country.

In 2021 alone, we experienced a year of outsized growth, punctuated by: ending the year with 3,000 more homes than we started with, totaling 57,024 homes; revenues in excess of $1.3 billion; and an increase in core funds from operations per share of 17% over the prior year. But our most meaningful accomplishment has been cementing a robust foundationfor the future. Bolstered by our strong balance sheet, our diversified portfolio, our relentless focus on resident satisfaction and our values-driven culture, we look forward to building on this foundation into another decade.

In order to continue making a positive impact on our residents, our employees and you, our investors, we ask for your voting support on the proposals detailed in this proxy statement. We encourage you to review each proposal closely before voting.

In light of continued health concerns relating to COVID-19, we are once again hosting our Annual Meeting of Shareholders virtually. On behalf of the Board of Trustees, I am pleased to invite you to join us on Tuesday, May 3, 2022, at 9:00 a.m., Pacific Time, virtually or by proxy. You will be able to participate, vote your shares electronically and submit your questions during the meeting by visiting: www.virtualshareholdermeeting.com/AMH2022.

Your vote is important and we urge you to cast it as soon as possible. You may vote your shares online, by telephone or via mail following the instructions on the proxy card or voting instruction form by signing, dating and returning the enclosed proxy card. If you attend the virtual Annual Meeting, you may revoke your proxy at the meeting and vote your shares virtually.

If you have any questions, please contact D.F. King & Co., Inc., our proxy solicitor assisting us in connection with the 2022 Annual Meeting. Shareholders in the U.S. and Canada may call toll-free at (877) 283-0321. Banks and brokers may call collect at (212) 269-5550.

Sincerely,

 

 

 

LOGO

Kenneth M. Woolley

Chairman of the Board

March 18, 2022

 

 

 


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A Message from Our CEO

 

Dear American Homes 4 Rent shareholders:

At our core, we work to provide American households access to the joys of single-family living. Since 2011, we have delivered this through high-quality homes with the added support of our professional leasing, property management and maintenance services. We simplify a basic need in our residents’ lives, so that they can focus on what is truly important to them—so that they can sleep easier at night and spend more time with their families on weekends. Taking care of people has always been at the heart of our business. And we take this responsibility seriously.

Today, we continue investing in creating a resilient, sustainable and inclusive organization to earn the trust of those who rely on us—and deliver lasting value to you, our shareholders, as well as our residents and employees. This year, we were honored to be named one of America’s Most Responsible Companies by Newsweek and Statista, a Great Place to Work® and a Top ESG Performer in our sector by Sustainalytics. As we build the future of America, we remain firmly committed to leading the housing industry with integrity and operating mindfully in our workplaces, our residences and our communities.

Since last year’s report, we launched an Employee Stock Purchase Program, a Tuition Reimbursement Program, Employee Resource Groups and a Workday Peakon Employee Voice survey platform to strengthen the dedicated team that fulfills our mission. We also piloted a renewable energy program at select amenity centers, conducted a materiality assessment to identify the most critical sustainability issues for our organization and started implementing an Environmental Management System to better manage our ecological footprint. Additionally, we formalized a Sustainability function to hold us accountable to the corporate governance standards that pillar responsible business, consistent with our founding principles. We have always taken the long view, inspired by the visionaries that established our company, and our second chapter will read no differently.

As we turn the page on a new decade, we remain sharply focused on providing quality and simplicity through our products and services, meeting the evolving demands and realities of the current generation and contributing long-term solutions to a challenging housing landscape. According to the U.S. Census, our country is short five million housing units. Put simply, America needs more and better housing. Through our development pipeline, we are delivering Class-A residences that are adding critical supply, upgrading the rental stock, stabilizing local neighborhoods and economies and offering a viable option for working families in an underserved market. On the heels of our debut as a top national homebuilder on the Builder100 List this summer, we launched our 100th new community. And we are only at the dawn of our growth in this sector.

After ten years of success and innovation in redefining the concept of single-family living, we are positioned now for an even bolder future as an established real estate leader. Our purpose today, and beyond, is to empower the millions of households already choosing to rent single-family homes in the U.S. with a better option—an option that is not just mortgage-free but stress-free, and accommodates an unburdened lifestyle of flexibility and mobility in the era of remote work. We are looking forward to the next chapter in our journey to walk America home, and we are grateful that you march with us.

Sincerely,

 

 

LOGO

David P. Singelyn

Chief Executive Officer and Trustee

March 18, 2022

 

 

 


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Notice of the 2022 Annual Meeting of Shareholders

 

    LOGO  

 

Date and Time

 

Tuesday, May 3, 2022 at
9:00 a.m., Pacific Time

  LOGO  

 

Virtual Location

 

Visit:
www.virtualshareholdermeeting.com/AMH2022

 

 Items of Business

 

1  

  To elect as trustees the thirteen nominees named in the attached proxy statement to serve until the 2023 Annual Meeting of Shareholders;

2

  To ratify the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;
3   To hold a non-binding, advisory vote to approve our named executive officer compensation; and

4

  To consider and act upon any other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Recommendations of the Board

The Board of Trustees unanimously recommends that you vote “FOR” each of the trustee nominees named in the attached proxy statement, “FOR” ratification of the appointment of Ernst & Young LLP and “FOR” approval, on an advisory basis, of our named executive officer compensation. Detailed information concerning these proposals is included in the accompanying proxy statement.

Proxy Materials

The notice of meeting, proxy statement and Annual Report on Form 10-K are available free of charge at: www.americanhomes4rent.com/Investors/AnnualMeetingDocs2022. The proxy statement and accompanying proxy card are being sent or made available to you on or about March 18, 2022.

Record Date

You are entitled to vote at the meeting if you were a shareholder of record at the close of business on March 7, 2022 of our Class A or Class B common shares of beneficial interest, par value $0.01 per share.

Voting

Your vote is very important. To ensure that your shares are represented at the Annual Meeting, please vote over the Internet, by telephone or by mail as instructed on the proxy card or voting instruction form you receive. You may revoke a proxy at any time prior to its exercise at the meeting by following the instructions in the accompanying proxy statement.

 

2022 Proxy Statement


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By Order of the Board of Trustees,

 

 

LOGO

 

Sara H. Vogt-Lowell

Chief Legal Officer and Secretary

March 18, 2022

If you have questions about the matters described in this proxy statement, how to submit your proxy or if you need additional copies of this proxy statement, you should contact D.F. King & Co., Inc., our proxy solicitor, toll free at (877) 283-0321 (banks and brokers may call collect at (212) 269-5550).

Important Notice Regarding Availability of Proxy Materials for the 2022 Annual Meeting on May 3, 2022: This Proxy Statement and our 2021 Annual Report on Form 10-K are available on the company’s website www.americanhomes4rent.com under “Investor Relations.”

 

American Homes 4 Rent


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2021 Business Highlights

  

 

1

 

2021 Sustainability Highlights

  

 

2

 

Building for the Future

  

 

3

 

Fostering Strong Communities

  

 

4

 

Leading with Integrity

  

 

5

 

   

Annual Meeting Information

  

 

6

 

Proxy Materials

  

 

6

 

Meeting Information

  

 

6

 

How to Cast Your Vote

  

 

6

 

Unanimous Recommendations of the Board

  

 

7

 

   

Virtual Meeting Matters

  

 

8

 

Accessing the Meeting

  

 

8

 

Casting Your Vote

  

 

8

 

Live, Online Q&A

  

 

8

 

Technical Assistance

  

 

8

 

   

Proposal 1

  

 

9

 

Who We Are

  

 

11

 

Biographical Information About Our Trustee Nominees

  

 

12

 

   

Governance Framework

  

 

19

 

How We Are Selected, Elected, Evaluated and Refreshed

  

 

19

 

How We Are Organized

  

 

23

 

How We Govern and Are Governed

  

 

25

 

How We Are Paid

  

 

29

 

How You Can Communicate With Us

  

 

30

 

   

Proposal 2

  

 

31

 

Audit and Non-Audit Fees

  

 

33

 

   

Audit Committee Report

  

 

34

 

   

Principal Shareholders

  

 

35

 

Share Ownership of 5% or Greater Beneficial Owners

  

 

35

 

Share Ownership of Trustees and Management

  

 

36

 

   

Executive Officer Share Ownership and Other Compensation Policies

  

 

37

 

Executive Officer Share Ownership Policy

  

 

37

 

Clawback Policy

  

 

37

 

Anti-Hedging and Anti-Pledging Policy

  

 

37

 

   

Executive Officers

  

 

39

 

Our Executive Officers

  

 

39

 

 

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Executive Compensation

  

 

40

 

Compensation Discussion and Analysis

  

 

40

 

2021 Say-on-Pay Vote Results and Shareholder Engagement

  

 

40

 

2021 Compensation Overview

  

 

40

 

Compensation Philosophy, Objectives and Governance

  

 

41

 

Elements of Executive Officer Compensation

  

 

42

 

2021 Compensation Decisions

  

 

43

 

Committee Assessment of Achievement of 2021 Goals

  

 

44

 

2022 Compensation Outlook

  

 

46

 

Role of Management and Board in Determining the Compensation of Executive Officers

  

 

47

 

Role of Compensation Consultant

  

 

47

 

Benchmarking Peer Group

  

 

47

 

Equity Grant Practices

  

 

48

 

Term of Employment

  

 

49

 

Retirement Savings Opportunities

  

 

49

 

Health and Welfare Benefits

  

 

49

 

Tax and Accounting Considerations

  

 

49

 

Human Capital and Compensation Committee Report

  

 

49

 

Summary Compensation Table

  

 

50

 

Grants of Plan Based Awards

  

 

51

 

Outstanding Equity Awards at Fiscal Year End

  

 

52

 

Option Exercises and Stock Vested in 2021

  

 

53

 

Pension/Non-Qualified Deferred Compensation Plans

  

 

53

 

Potential Payments Upon Termination or Change in Control

  

 

53

 

Payments Upon Termination

  

 

53

 

Payments Upon Death or Disability

  

 

53

 

Payments Upon Retirement

  

 

54

 

Payments Upon a Change in Control

  

 

54

 

CEO Pay Ratio

  

 

55

 

   

Proposal 3

  

 

56

 

   

Certain Relationships and Related Party Transactions

  

 

59

 

Related Party Transaction Approval Policy and Procedures

  

 

59

 

2021 Related Party Transactions

  

 

59

 

   

General Information About the Annual Meeting

  

 

60

 

 

American Homes 4 Rent


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LOGO

 

       

 

    In 2021, we were named the top 45th

    homebuilder in the U.S. by Builder100.

                

LOGO

              
       

* See pages 31 to 33 and 40 of our Annual Report on Form 10-K for a detailed discussion of our financial results for 2021, as well as information regarding Core FFO and Core NOI, which are non-GAAP performance measures.

 

2022 Proxy Statement | 1


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LOGO     


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Building for the Future

 

Amid a national housing shortage, our homebuilding arm provides a long-term solution designed with both people and the planet in mind. With the delivery of our 100th new development in 2021, we continue to build the future of America responsibly, prioritizing durability and efficiency. This year, we also worked to analyze our environmental impact in order to establish a strategy to manage our carbon footprint.

 

 

 

LOGO

 

 

HERS energy efficiency ratings:

We utilize certified third-party raters and the Home Energy Rating System (“HERS”) to track the energy efficiency of all our newly built homes. For 2021, the average HERS index for our newly constructed homes was 62.8, which means they use nearly 40% less energy than a home built to the 2006 “reference home” standard and less than half the energy of a typical home in this country.

 

LOGO

 

 

Environmentally-friendly construction:

We use long-lasting flooring, energy-efficient LED lighting, low-flow water fixtures and other eco-conscious features designed to last for decades, both in our newly constructed homes and as we renovate our legacy homes.

 

 

 

LOGO

 

 

Renewable energy program:

As we seek ways to lower our carbon footprint, we piloted a renewable energy program through the installation of solar panels on two amenity centers, which we are closely monitoring as we evaluate its potential expansion to our residences and amenity center portfolio.

LOGO

 

 

Environmental Management System (“EMS”):

In 2021, we began implementing a new EMS for our AMH Development homebuilding operations to rigorously identify, monitor and reduce our environmental risks and impacts.

 

 

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Fostering Strong Communities

 

We believe in fostering strong communities for a sustainable society. And we know that this work always starts from within. We are cultivating a people-first culture where we take care of each other, so that together we can take care of the people who make our houses their homes.

 

LOGO
   Diversity, equity and inclusion: We are building a team that represents the diverse residents we serve. This year, we continued to champion diversity, equity and inclusion through the second module of our Valuing Differences training program, designed to cultivate a culture of belonging.
LOGO    Workplace safety: We prioritize the health and well-being of our team. Thanks to our annual safety trainings and rigorous protocols, our OSHA Recordable Incident Rate is at 2.58, which is below the rate of 2.9 for the Lessors of Residential Buildings and Dwellings sector, according to the latest available Bureau of Labor Statistics data for 2020.
 

 

LOGO    Training and development: We launched a Tuition Reimbursement Program in support of our team’s personal and professional growth, and to encourage their ability to access lifelong learning opportunities. This expands on our established business and technical skills development program, through which we provide approximately 66,000 hours of formal training, or an average of 43 hours per employee, annually. This is in addition to deskside training and job shadowing hours, both important to our skills training plan.
LOGO    Resident support: To ensure that residents have a positive experience with us, we engage them through regular communications, work to constantly improve our customer service, monitor Google reviews, invest in digital solutions to simplify the leasing and maintenance process and—in light of the pandemic—offer hardship support for those most impacted. Additionally, in 2021 we conducted a resident satisfaction survey with a third party to gain a better understanding of our customers’ needs and launched a lifestyle blog that includes articles addressing various sustainability topics, which we further distribute in our new monthly e-newsletter.
 

 

    

 

2021 training

highlights

 

66K

 

hours of training provided
across the company

  

43

 

average hours of training
per employee

    

 

| American Homes 4 Rent


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Leading with Integrity

 

 

We remain inspired by our founders, who have always led with integrity. Today, our growth continues to be guided by the same true north: to earn the trust of those who rely on us by doing the right thing. We apply high ethical standards to our operations and processes, so that our decisions result in long-term value for all our stakeholders.

 

      

 

 

 

3

 

new trustees added in 2020

 

 

5.9YRS

 

average tenure of trustees

 

 

77%

 

of trustees are independent

 

 

     LOGO   

Good governance: We observe good governance practices, including an independent chairperson, board diversity by race and gender, annual trustee elections, majority voting, majority voting standard for bylaw amendments and mergers and acquisitions, special meeting rights and no poison pill, clawback or anti-hedging provisions. We also opted out of certain Maryland provisions that can limit shareholder rights.

 

    
     LOGO        

Board refreshment: We are committed to regular board refreshment. Since the beginning of 2020, we have added three new trustees, including one female trustee and one Black trustee. All three qualify as independent and bring extensive operational and executive experience to the Board of Trustees (the “Board”). The average tenure of our trustees is 5.9 years, and we enforce a mandatory retirement age of 75.

 

    
     LOGO   

Board oversight of ESG: In 2020, we formalized Board oversight for ESG as part of committee responsibilities, which we put into practice throughout 2021. The Nominating and Corporate Governance Committee has overall responsibility for our ESG program with specific topics overseen by the other Board committees. The Human Capital and Compensation Committee oversees our programs on talent, leadership and culture, which include diversity, equity and inclusion. The Audit Committee oversees the company’s policies and procedures with respect to cybersecurity risk management.

 

    
     LOGO        

Cybersecurity: In order to protect our residents, employees, vendors and investors in the digital age, we prioritize cybersecurity and data privacy risk oversight and ensuring compliance with legal standards for the collection and use of personal information, on which we train our employees annually.

 

 

    

 

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Annual Meeting Information

This proxy statement contains important information regarding the 2022 Annual Meeting of Shareholders (the “Annual Meeting”). Specifically, it identifies the proposals on which you are being asked to vote, provides information that you may find useful in determining how to vote, and describes voting procedures. This proxy statement is being sent or made available to you on or about March 18, 2022.

Proxy Materials

The Notice of Meeting, Proxy Statement and Annual Report on Form 10-K are available free of charge at:

www.americanhomes4rent.com/Investors/AnnualMeetingDocs2022.

Meeting Information

 

Date and Time: Tuesday, May 3, 2022, at 9:00 a.m., Pacific Time.

Virtual Location: www.virtualshareholdermeeting.com/AMH2022. To be admitted, you must enter the control number found on your proxy card or voting instruction form.

Record Date: You are entitled to vote at the Annual Meeting if you were a shareholder of record at the close of business on March 7, 2022 (the “Record Date”) of our Class A or Class B common shares of beneficial interest, par value $0.01 per share.

Voting: Your vote is very important. To ensure your representation at the meeting, please vote over the Internet, by telephone or by mail as instructed on the proxy card or voting instruction form you receive. You may revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the accompanying proxy statement.

 

 

How to Cast Your Vote

 

LOGO  VIRTUALLY    LOGO  INTERNET    LOGO  MAIL    LOGO  TELEPHONE

www.virtualshare

holdermeeting.com/

AMH2022

   www.proxyvote.com   

Return your proxy in

the postage-paid

envelope provided

   1-800-690-6903
You may vote your shares virtually at the Annual Meeting. Even if you plan to attend the Annual Meeting virtually, we recommend that you submit the accompanying proxy card or voting instruction form or vote via the Internet or by telephone by the applicable deadline so that your vote will be counted if you later decide not to attend the Annual Meeting.    You may vote your shares through the Internet by signing on to the website identified on the proxy card or voting instruction form and following the procedures described on the website. Internet voting is available 24 hours a day until 11:59 p.m. Eastern Time on the day before the Annual Meeting. If you vote through the Internet, you should not return any proxy card.    If you choose to vote by mail, simply complete the accompanying proxy card or voting instruction form, date and sign it, and return it in the pre-addressed postage-paid envelope provided.    You may vote your shares by telephone by following the voting instructions on the enclosed proxy card or voting instruction form, respectively. Telephone voting is available 24 hours a day until 11:59 p.m. Eastern Time on the day before the Annual Meeting.

 

| American Homes 4 Rent


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As summarized below, there are distinctions between shares held of record and those owned beneficially:

 

    Shareholder of Record—If your shares are registered directly in your name, you are considered the shareholder of record of those shares. As the shareholder of record, you can submit your voting instructions by Internet, telephone or mail as described on the enclosed proxy card.

 

    Beneficial Owner—If your common shares are held through a broker or bank in “street name” as of the close of business on the Record Date, you can either:
   

(i) vote your common shares by delivering the enclosed voting instruction form in the pre-addressed postage-paid envelope provided or (ii) contact the person responsible for your account to ensure that a voting instruction form is submitted on your behalf. In most instances, you will be able to do this over the Internet, by telephone or by mail as indicated on your voting instruction form. It is critical that you promptly give instructions to your brokerage firm, bank or other nominee. You may vote your shares at the virtual meeting only if you obtain a legal proxy from your brokerage firm, bank or other nominee.

 

 

If you require assistance in changing, revoking or voting your proxy, please contact the company’s proxy solicitor:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Banks and Brokers Call Collect: (212) 269-5550

All Others Call Toll-Free: (877) 283-0321

Email: AMH@dfking.com

Unanimous Recommendations of the Board

 

  1

  

Election of the Thirteen Trustee Nominees Named in this Proxy Statement

 

BOARD

RECOMMENDATION

 

FOR

  2

  

Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2021

 

BOARD

RECOMMENDATION

 

FOR

  3

  

Advisory Vote to Approve our Named Executive Officer Compensation

 

BOARD

RECOMMENDATION

 

FOR

 

 

These proposals are discussed in more detail in this proxy statement and you should read the entire proxy statement carefully before voting. We will also consider any other matters properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

 

 

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Virtual Meeting Matters

 

The Annual Meeting will be held in virtual-only format in light of the ongoing COVID-19 pandemic. You will be able to attend and participate in the virtual Annual Meeting, vote your shares electronically and submit your questions during the meeting by visiting: www.virtualshareholdermeeting.com/AMH2022.

We believe this virtual format will enhance shareholder participation, as shareholders will be able to attend the Annual Meeting and engage in the live, online question and answer (“Q&A”) session from any convenient location. Conducting the meeting virtually will ensure shareholder access to management despite the ongoing uncertainty related to the COVID-19 pandemic.

The Annual Meeting will begin with a pre-recorded presentation, followed by a live webcast of the formal business of the Annual Meeting and a Q&A session.

Accessing the Meeting

To be admitted to the Annual Meeting, you must enter the control number found on your proxy card or voting instruction form. If your common shares are held through a broker or bank in “street name” as of the close of business on the Record Date, you may vote your shares at the virtual meeting only if you obtain a legal proxy from your brokerage firm, bank or other nominee.

Casting Your Vote

You may vote your shares virtually at the Annual Meeting. To vote at the virtual Annual Meeting, you must re-enter the control number found on your proxy card or voting instruction form. Even if you plan to attend the Annual

Meeting virtually, we recommend that you submit the accompanying proxy card or voting instruction form or vote via the Internet or by telephone by the applicable deadline so that your vote will be counted if you later decide not to attend the virtual Annual Meeting.

Live, Online Q&A

As part of the Annual Meeting, we will hold a live, online Q&A session, where shareholders of our Class A or Class B common shares at the close of business on the Record Date will be allowed to ask questions. You may submit questions in real time during the Annual Meeting. We intend to answer all questions submitted before or during the Annual Meeting which are pertinent to the company and the Annual Meeting matters, as time permits. Consistent with our prior virtual and in-person annual meetings, all questions submitted will be generally addressed in the order received, and we limit each shareholder to one question in order to allow us to answer questions from as many shareholders as possible.

If there are matters raised of individual concern to a shareholder, or if a question posed was not otherwise answered, we provide an opportunity for shareholders to contact us separately after the Annual Meeting through the company’s website, www.americanhomes4rent.com under “Investor Relations.”

Technical Assistance

If you encounter any difficulties accessing or participating in the virtual Annual Meeting, please call the technical support number that will be posted on the Annual Meeting Website log-in page.

 

 

| American Homes 4 Rent


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LOGO


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LOGO


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Who We Are

 

Our Board consists of thirteen members. Ten of the current trustees are considered “independent” and all members of our Audit Committee, Nominating and Corporate Governance Committee and Human Capital and Compensation Committee are independent.

Our Board believes its members collectively have the experience, qualifications, attributes and skills to continue to effectively oversee the management of the company, including a high degree of personal and professional integrity, an ability to exercise sound business judgment on

a broad range of issues, sufficient experience and background to appreciate the issues facing the company, a willingness to devote the necessary time to Board duties, a commitment to representing the best interest of the company and a dedication to enhancing shareholder value. The Board regularly monitors and evaluates its composition to ensure that it continues to support the success of our long-term strategy.

The Board unanimously recommends a vote “FOR” each of the thirteen nominees proposed by the Board.

 

 

Nominee

   Age    Principal Occupation    Trustee
Since
   Committee Membership

Kenneth M. Woolley *

   75   

Chairperson of the Board, American Homes 4 Rent

 

Founder and Chairperson, Extra Space Storage, Inc.

   2012     

 

David P. Singelyn

   60    Chief Executive Officer, American Homes 4 Rent    2012     

 

Douglas N. Benham *

   65    President and Chief Executive Officer, DNB Advisors, LLC    2016   

•  Nominating and Corporate Governance (Chair)

•  Human Capital and Compensation

Jack Corrigan

   61    Chief Investment Officer, American Homes 4 Rent    2012     

 

David Goldberg

   72    Retired Executive Vice President, American Homes 4 Rent    2019     

 

Tamara H. Gustavson *

   60   

Real Estate Investor

 

Philanthropist

   2016   

•  Human Capital and Compensation

Matthew J. Hart *

   70    Retired President and Chief Operating Officer, Hilton Hotels Corporation    2012   

•  Human Capital and Compensation (Chair)

•  Nominating and Corporate Governance

Michelle C. Kerrick *

   59    Former West Region Market Leader and Managing Partner, Deloitte & Touche LLP    2020   

•  Audit

•  Human Capital and Compensation

James H. Kropp *

   73    Retired Chief Investment Officer, SLKW Investments LLC and Microproperties LLC    2012   

•  Audit (Chair)

Lynn C. Swann *

   70    Director for Athene Holding Ltd. and Evoqua Water Technologies    2020   

•  Audit

•  Nominating and Corporate Governance

Winifred M. Webb *

   64   

Founder, Kestrel Advisors

Former Senior Executive, Ticketmaster, and The Walt Disney Company

   2019   

•  Human Capital and Compensation

•  Nominating and Corporate Governance

Jay Willoughby *

   63    Chief Investment Officer, TIFF Investment Management    2019   

•  Audit

•  Nominating and Corporate Governance

Matthew R. Zaist *

   47    Chief Executive Officer, The New Home Company    2020   

•  Audit

•  Human Capital and Compensation

* Denotes “independent” member of the Board after the Annual Meeting.

 

2022 Proxy Statement | 11


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Biographical Information About Our Trustee Nominees

Set forth below is biographical information for each of the trustee nominees, including a list of the specific qualifications that were considered for membership on our Board. Each nominee has consented to be named in this proxy statement and to serve if elected.

 

LOGO     

Kenneth M. Woolley

 

Age: 75

 

Trustee since: 2012

(Chairperson since 2020)

 

 

Chairperson of the Board, American Homes 4 Rent

Founder and Chairperson, Extra Space Storage, Inc.

 

 

 

Background

 

•  Extra Space Storage, Inc. (NYSE: EXR), Chief Executive Officer

 

•  Nevada West Partners (multi-family residential real estate company), Owner

 

•  Gaia Real Estate, Partner

 

•  LDS Moscow Russia West Mission, President

 

•  Brigham Young University, Associate Professor and Adjunct Associate Professor of Business Administration

 

Public Directorships

 

•  Extra Space Storage, Inc. (NYSE: EXR), Founder and Chairperson (since 2004)

  

 

Education

 

•  B.A. in Physics, Brigham Young University

 

•  M.B.A. and Ph.D. in Business Administration, Stanford University

 

Qualification Highlights:

 

•  Executive Leadership

 

•  Real Estate Experience

 

•  Treasury/Capital Allocation

 

•  Finance/Accounting/Auditing

 

•  Corporate Governance

 

•  Public Company Board

 

•  Public Company Senior Management Experience

 

•  Consumer Experience

 

•  Risk Assessment & Management

 

•  Investor Relations

 

•  Capital Markets

 

 

LOGO

David P.
Singelyn

 

Age: 60

 

Trustee since: 2012

 

Chief Executive Officer, American Homes 4 Rent

 

 

 

Background

 

•  American Homes 4 Rent, Chief Executive Officer (since 2012)

 

•  American Homes 4 Rent Advisor, LLC (our former manager), Co-Founder and Chief Executive Officer

 

•  Public Storage Canada, Chairperson and President

 

•  American Commercial Equities, President

 

•  Public Storage (NYSE: PSA), Senior Vice President and Treasurer

 

•  Arthur Young & Company

 

•  Certified Public Accountant (inactive)

 

Private Directorships

 

•  Dean’s Advisory Council to the College of Business at California State Polytechnic University

 

•  Philanthropic Foundation at California State Polytechnic University

  

 

Education

 

•  B.S. in Accounting, California State Polytechnic University

 

•  B.S. in Computer Information Systems, California State Polytechnic University

 

Qualification Highlights:

 

•  Executive Leadership

 

•  Real Estate Experience

 

•  Treasury/Capital Allocation

 

•  Finance/Accounting/Auditing

 

•  Corporate Governance

 

•  Human Capital Management

 

•  Consumer Experience

 

•  Risk Assessment & Management

 

•  Investor Relations

 

•  Technology

 

•  Philanthropic Activities

 

•  Capital Markets

 

•  Cybersecurity

 

•  Government Affairs / Regulatory

 

• ESG

 

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LOGO

Douglas N.
Benham

 

Age: 65

 

Trustee since: 2016

 

Committees

 

•  Nominating and Corporate Governance (Chair)

 

•  Human Capital and
Compensation

 

President and Chief Executive Officer, DNB Advisors, LLC

 

 

 

Background

 

•  DNB Advisors, LLC, President and Chief Executive Officer (since 2006)

 

•  Bob Evans Farms, LLC, Executive Chair of the Board

 

•  Arby’s Restaurant Group, Inc., President and Chief Executive Officer

 

•  RTM Restaurant Group, Inc., Chief Financial Officer

 

Private Directorships

 

•  G&N Brands (Santiago, Chile)

  

 

Education

 

•  B.A. in Accounting, University of West Florida

 

Qualification Highlights:

 

•  Executive Leadership

 

•  Real Estate Experience

 

•  Treasury/Capital Allocation

 

•  Finance/Accounting/Auditing

 

•  Consumer Experience

 

•  Human Capital Management

 

•  Corporate Governance

 

•  ESG

 

•  Risk Assessment & Management

 

•  Investor Relations

 

•  Public Company Board

 

•  Public Company Senior Management Experience

 

•  Audit Committee

 

•  Capital Markets

 

 

 

LOGO

Jack Corrigan

 

Age: 61

 

Trustee since: 2012

 

Chief Investment Officer, American Homes 4 Rent

 

 

 

Background

 

•  American Homes 4 Rent, Chief Investment Officer (since 2012), Chief Operating Officer (2012-2019)

 

•  American Homes 4 Rent Advisor, LLC (our former manager), Chief Operating Officer

 

•  A&H Property and Investments, Chief Executive Officer

 

•  PS Business Parks Inc. (NYSE: PSB), Chief Financial Officer

 

•  LaRue, Corrigan & McCormick, Partner

 

•  Storage Equities, Inc., Controller

 

•  Arthur Young & Company

  

 

Education

 

•  B.S. in Accounting, Loyola Marymount University

 

Qualification Highlights:

 

•  Executive Leadership

 

•  Real Estate Experience

 

•  Treasury/Capital Allocation

 

•  Finance/Accounting/Auditing

 

•  Risk Assessment & Management

 

•  Investor Relations

 

•  Public Company Senior Management Experience

 

•  Capital Markets

 

 

 

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LOGO

David Goldberg 

 

Age: 72

 

Trustee since: 2019

 

Retired Executive Vice President, American Homes 4 Rent

 

 

 

Background

 

•  American Homes 4 Rent, Executive Vice President (2012-2019)

 

•  American Commercial Equities, Executive Vice President (2011-2019)

 

•  Public Storage (NYSE: PSA), Senior Vice President and General Counsel

 

•  Law Firm of Sachs & Phelps, Partner

 

•  Law Firm of Agnew, Miller & Carlson, Associate and Partner

 

•  Law Firm of Hufstedler, Miller, Carlson & Beardsley, Partner

 

Private Directorships

 

•  William Lawrence & Blanche Hughes Foundation

  

 

Education

 

•  A.B. in History and Social Studies, Boston University

 

•  J.D., University of California, Berkeley

 

Qualification Highlights:

 

•  Executive Leadership

 

•  Real Estate Experience

 

•  Corporate Governance

 

•  Risk Assessment & Management

 

•  Legal Experience

 

•  Public Company Senior Management Experience

 

•  Government Affairs / Regulatory

 

•  Philanthropic Activities

 

 

LOGO

Tamara H. Gustavson

 

Age: 60

 

Trustee since: 2016

 

Committees

 

•  Human Capital and Compensation

 

Real Estate Investor

Philanthropist

 

 

 

Background

 

•  American Commercial Equities, Member (since 2005)

 

•  Public Storage (NYSE: PSA), Senior Vice President-Administration

 

Public Directorships

 

•  Public Storage (NYSE: PSA) (since 2008)

 

Private Directorships

 

•  William Lawrence & Blanche Hughes Foundation

 

•  University of Southern California

  

 

Education

 

•  B.S. in Public Affairs, University of Southern California

 

Qualification Highlights:

 

•  Executive Leadership

 

•  Real Estate Experience

 

•  Human Capital Management

 

•  Corporate Governance

 

•  Risk Assessment & Management

 

•  Public Company Board

 

•  Public Company Senior Management Experience

 

• Consumer Experience

 

•  Philanthropic Activities

 

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LOGO

Matthew J. Hart 

 

Age: 70

 

Trustee since: 2012

 

Committees

 

•  Human Capital and Compensation (Chair)

 

•  Nominating and Corporate Governance

 

Retired President and Chief Operating Officer, Hilton Hotels Corporation

 

 

 

Background

 

•  Hilton Hotels Corporation, President and Chief Operating Officer, Executive Vice President, Chief Financial Officer

 

•  Walt Disney Company (NYSE: DIS), Senior Vice President and Treasurer

 

•  Host Marriott Corp., Executive Vice President and Chief Financial Officer

 

•  Marriott Corporation, Senior Vice President and Treasurer

 

•  Bankers Trust Company, Vice President, Corporate Lending

 

Public Directorships

 

•  American Airlines (NASDAQ: AAL) (since 2013)

 

•  Air Lease Corp. (NYSE: AL) (since 2010)

 

Private Directorships

 

•  Heal the Bay

  

 

Education

 

•  B.A. in Economics and Sociology, Vanderbilt University

 

•  M.B.A. in Finance and Marketing, Columbia University

 

Qualification Highlights:

 

•  Executive Leadership

 

•  Real Estate Experience

 

•  Treasury/Capital Allocation

 

•  Finance/Accounting/Auditing

 

•  Consumer Experience

 

•  Human Capital Management

 

•  Corporate Governance

 

•  Risk Assessment & Management

 

•  Investor Relations

 

•  Public Company Board

 

•  Public Company Senior Management Experience

 

•  Audit Committee

 

•  Cybersecurity

 

 

LOGO

Michelle C.
Kerrick

 

Age: 59

 

Trustee since: 2020

 

Committees

 

•  Audit

 

•  Human Capital and Compensation

 

Former West Region Market Leader and Managing Partner, Deloitte & Touche LLP

 

 

 

Background

 

•  Deloitte & Touche LLP, West Region Market Leader and Managing Partner (2010-2020), other positions (1985-2010)

 

Public Directorships

 

•  The Beauty Health Company (NASDAQ: SKIN) (since 2021)

 

•  LDH Growth Corp I (NASDAQ: LDHA) (since 2021)

  

 

Education

 

•  B.S. in Accountancy, Northern Arizona University

 

Qualification Highlights:

 

•  Executive Leadership

 

•  Real Estate Experience

 

•  Finance/Accounting/Auditing

 

•  Human Capital Management

 

•  Consumer Experience

 

•  Risk Assessment & Management

 

•  Technology

 

•  Public Company Board

 

•  Public Company Senior Management Experience

 

•  Audit Committee

 

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LOGO

James H. Kropp

 

Age: 73

 

Trustee since: 2012

 

Committees

 

•  Audit (Chair)

 

Retired Chief Investment Officer, SLKW Investments, LLC and Microproperties LLC

 

 

 

Background

 

•  SLKW Investments, LLC, Chief Investment Officer (2009-2019)

 

•  U.S. Restaurant Properties (Microproperties LLC), Chief Financial Officer

 

•  Arthur Young & Company, Licensed as a Certified Public Accountant

 

Public Directorships

 

•  FS KKR Capital Corp. (NYSE: FSKR) (since 2015)

 

•  KKR RE Select Trust (NASDAQ: KRSTX) (since 2021)

 

•  Lead Independent Director PS Business Parks Inc. (NYSE: PSB) (retired in April 2021)

 

Private Directorships

 

•  US Restaurant Properties

 

•  National Association of Corporate Directors

  

 

Education

 

•  B.B.A. in Finance, St. Francis College

 

Qualification Highlights:

 

•  Executive Leadership

 

•  Real Estate Experience

 

•  Treasury/Capital Allocation

 

•  Debt and Equity Capital Markets

 

•  Finance/Accounting/Auditing

 

•  Risk Assessment & Management

 

•  Investor Relations

 

•  Corporate Governance

 

•  Public Company Board

 

•  Public Company Senior Management Experience

 

•  Audit Committee

 

•  Capital Markets

 

•  Cybersecurity

 

 

LOGO

Lynn C. Swann

 

Age: 70

 

Trustee since: 2020

 

Committees

 

•  Audit

 

•  Nominating and Corporate Governance

 

Director for Apollo Global Management and Evoqua Water Technologies

 

 

 

Background

 

•  Swann, Inc., President (since 1976)

 

Public Directorships

 

•  Apollo Global Management, Inc. (NYSE: APO) (since 2022)

 

•  Evoqua Water Technologies (NYSE: AQUA) (since 2018)

  

 

Education

 

•  B.A. in Public Relations, University of Southern California

 

Qualification Highlights:

 

•  Executive Leadership

 

•  Real Estate Experience

 

•  Treasury/Capital Allocation

 

•  Human Capital Management

 

•  Corporate Governance

 

•  ESG

 

•  Public Company Board

 

•  Public Company Senior Management Experience

 

•  Risk Assessment & Management

 

•  Finance/Accounting/Auditing

 

•  Audit Committee

 

•  Government Affairs/Regulatory

 

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LOGO

Winifred M.
Webb

 

Age: 64

 

Trustee since: 2019

 

Committees

 

•  Human Capital and Compensation

 

•  Nominating and Corporate Governance

 

Founder, Kestrel Advisors

Former Senior Executive, Ticketmaster, and The Walt Disney Company

 

 

 

Background

 

•  Kestrel Advisors, Founder (since 2013)

 

•  Tennenbaum Capital Partners, Managing Director

 

•  Ticketmaster Entertainment, Corporate Senior Vice President, Chief Communications & Investor Relations Officer

 

•  The Walt Disney Company, Corporate Senior Vice President of Investor Relations & Shareholder Services, Executive Director for The Walt Disney Company Foundation

 

Public Directorships

 

•  AppFolio (NASDAQ: APPF) (since 2019)

 

•  Wynn Resorts (NASDAQ: WYNN) (since 2018)

 

•  ABM Industries (NYSE: ABM) (since 2014)

 

Private Directorships

 

•  Women Corporate Directors, Los Angeles/Orange County Chapter

  

 

Education

 

•  B.A., Smith College

 

•  M.B.A., Harvard University

 

Qualification Highlights:

 

•  Executive Leadership

 

•  Real Estate Experience

 

•  Finance/Accounting/Auditing

 

•  Consumer Experience

 

•  Human Capital Management

 

•  Corporate Governance

 

•  ESG

 

•  Risk Assessment & Management

 

•  Investor Relations

 

•  Technology

 

•  Public Company Board

 

•  Public Company Senior Management Experience

 

•  Audit Committee

 

•  Capital Markets

 

•  Treasury/Capital Allocation

 

•  Cybersecurity

 

LOGO

Jay Willoughby

 

Age: 63

 

Trustee since: 2019

 

Committees

 

•  Audit

 

•  Nominating and Corporate Governance

 

Chief Investment Officer, TIFF Investment Management

 

 

 

Background

 

•  TIFF Investment Management, Chief Investment Officer (since 2015)

 

•  The Alaska Permanent Fund, Chief Investment Officer

 

•  Ironbound Capital Management, Co-Managing Partner

 

•  MLIM Equity Funds, Chief Investment Officer, Head of Research

 

•  Merrill Lynch Real Estate Fund, Senior Portfolio Manager

 

Private Directorships

 

•  TIFF Advisory Services, Inc.

 

•  Value Reporting Foundation – Formerly Sustainability Accounting Standards (SASB) Foundation

  

 

Education

 

•  B.A., Pomona College

 

•  M.B.A. in Finance, Columbia University

 

Qualification Highlights:

 

•  Executive Leadership

 

•  Real Estate Experience

 

•  Treasury/Capital Allocation

 

•  Finance/Accounting/Auditing

 

•  Corporate Governance

 

•  ESG

 

•  Risk Assessment & Management

 

•  Investor Relations

 

•  Public Company Senior Management Experience

 

•  Audit Committee

 

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LOGO

Matthew R. Zaist

 

Age: 47

 

Trustee since: 2020

 

Committees

 

•  Audit

 

•  Human Capital and Compensation

 

Chief Executive Officer, The New Home Company

 

 

 

Background

 

•  The New Home Company, Chief Executive Officer (2021-Present)

 

•  William Lyon Homes (formerly NYSE: WLH), President and Chief Executive Officer and member of the Board (2016-2020), President and Chief Operating Officer

 

Public Directorships

 

•  William Lyon Homes (formerly NYSE: WLH) (2016-2020)

 

Private Directorships

 

•  The New Home Company (formerly NYSE: NWHM)

 

•  University of Southern California’s Lusk Center for Real Estate Executive Committee

  

 

Education

 

•  B.S., Rensselaer Polytechnic Institute

 

Qualification Highlights:

 

•  Executive Leadership

 

•  Real Estate Experience

 

•  Treasury/Capital Allocation

 

•  Human Capital Management

 

•  Corporate Governance

 

•  Risk Assessment & Management

 

•  Investor Relations

 

•  Capital Markets

 

•  Finance/Accounting/Auditing

 

•  Public Company Board

 

•  Public Company Senior Management Experience

 

•  Consumer Experience

 

•  Audit Committee

 

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Governance Framework

How We Are Selected, Elected, Evaluated and Refreshed

 

We believe that our trustees should satisfy a number of qualifications, including demonstrated integrity, a record of personal accomplishments, a commitment to participation in Board activities and other attributes. We also endeavor to have a board that represents a range of qualifications, skills and depth of experience in areas that are relevant to and contribute to the Board’s oversight of the company’s business.

The table below summarizes the key experience, qualifications and attributes for each trustee nominee and highlights the balanced mix of experience, qualifications and attributes of the Board as a whole. This high-level summary is not intended to be an exhaustive list of each trustee nominee’s skills or contributions to the Board. No individual experience, qualification or attribute is solely dispositive of becoming a member of the Board.

 

 

LOGO

 

Kenneth M. Woolley

                                            

 

                    

 

    

 

    

 

 

David P. Singelyn

                                    

 

                                               

 

Douglas N. Benham

                                                                            

 

    

 

 

Jack Corrigan

            

 

                    

 

    

 

            

 

    

 

    

 

    

 

 

David Goldberg

                    

 

    

 

    

 

    

 

            

 

    

 

    

 

    

 

 

Tamara Hughes Gustavson

                    

 

    

 

                    

 

            

 

    

 

    

 

 

Matthew J. Hart

                                                                    

 

    

 

       

 

Michelle C. Kerrick

            

 

    

 

                                            

 

            

 

 

James H. Kropp

                                            

 

            

 

    

 

    

 

       

 

Lynn C. Swann

                    

 

                            

 

    

 

            

 

    

 

 

Winifred M. Webb

                                                                                       

 

Jay Willoughby

                                    

 

    

 

            

 

            

 

    

 

 

Matthew R. Zaist

                                                                    

 

    

 

    

 

 

 

   13        11        9        11        9        8        11        8        5        3        4    

 

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Trustee Ethnic/Racial Diversity. Diversity and inclusion are values embedded in our culture and fundamental to our business. We believe that a board comprised of trustees with diverse backgrounds, experiences, perspectives and viewpoints improves the dialogue and decision-making in the board room and contributes to overall board effectiveness.

The Board strives to achieve a wide range of perspectives by having a Board composed of diverse trustees. We look for each trustee to contribute to the Board’s overall diversity—diversity being broadly construed to mean a variety of identities, perspectives, personal and professional experiences and backgrounds. This can be represented in

both visible and non-visible characteristics that include but are not limited to race, ethnicity, national origin, gender and sexual orientation.

Although the Board does not establish specific goals with respect to diversity, the Board’s overall diversity is a significant consideration in the trustee nomination process. The Board assesses the effectiveness of its approach to Board diversity as part of the Board and committee evaluation process. In order to further advance the Board’s diversity, the Nominating and Corporate Governance Committee requires that any candidate list from a professional search firm include diverse candidates.

 

 

LOGO    LOGO

 

LOGO    LOGO

 

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Board Composition. Our Board consists of thirteen members. Upon the recommendation of our Nominating and Corporate Governance Committee, our Board annually nominates trustees for election or re-election to the Board to serve for a one-year term beginning with the Annual Meeting or until their successors, if any, are elected or appointed.

Each of our thirteen trustees were nominated by the Board upon the recommendation of the Nominating and Corporate Governance Committee, and no trustee was nominated by a shareholder or subject to any agreement with any third party.

Led by our Nominating and Corporate Governance Committee, our Board continues to focus on facilitating a smooth transition when trustees retire or leave the Board, as well as ensuring that the composition of our Board is systematically refreshed to maintain the desired mix of skills, experience, independence and diversity to support our strategic direction and operating environment.

Among other aspects of the succession planning and refreshment process, our Board:

 

    Identifies the collective mix of desired skills, experience, knowledge, diversity and independence of our Board taken as a whole, and identifies potential opportunities for enhancement in these areas;

 

    Considers each current trustee’s experience, skills, principal occupation, reputation, independence, committee membership and diversity (including age, tenure, geographic, gender and ethnicity);

 

    Engages third-party search firms to assist with identifying and evaluating qualified candidates, as appropriate; and

 

    Considers the recommendations of Board members and third parties to identify and evaluate potential trustee candidates.

Additional information concerning the trustee nomination and selection process is provided below in “Identifying and Evaluating Nominees for Trustee.”

Trustee Independence. The Board evaluates the independence of each trustee annually based on information supplied by trustees and the company and on the recommendations of the Nominating and Corporate Governance Committee. The company’s Corporate Governance Guidelines require that a majority of the trustees be independent in accordance with the requirements of the rules of the New York Stock Exchange (“NYSE”). Our Board continues to comply with that requirement, with approximately 77% of the current trustees meeting these independence standards. To promote open discussion among non-management trustees, our non-management and independent trustees devote a portion of each regularly scheduled Board meeting to

executive sessions without members of management present. If the group of non-management trustees includes trustees who are not independent, at least one executive session convened per year includes only independent trustees.

No trustee qualifies as independent unless the Board affirmatively determines that the trustee has no material relationship with the company and its management, based on all relevant facts and circumstances, in accordance with NYSE rules. Material relationships may include commercial, industrial, consulting, legal, accounting, charitable, family and other business, professional and personal relationships.

Following its annual review of each trustee’s independence in February 2022, the Nominating and Corporate Governance Committee recommended to the Board and the Board determined that (1) each member of the Board, other than David P. Singelyn, Jack Corrigan and David Goldberg, and (2) each member of the Audit Committee, the Human Capital and Compensation Committee and the Nominating and Corporate Governance Committee is independent pursuant to the rules of the NYSE.

In addition, the Board has determined that:

 

    Each member of the Audit Committee meets the additional independence requirements set forth in Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules of the Securities and Exchange Commission (“SEC”) thereunder; and

 

    Each member of the Human Capital and Compensation Committee meets the NYSE’s heightened independence requirements for compensation committee members.

Trustee Retirement Policy. To encourage refreshment of the Board, the Board has adopted a mandatory retirement age for trustees of 75. The policy provides in relevant part that no trustee will be nominated for election to the Board unless he or she will be 75 or younger on the first day of such Board term.

Board Orientation and Education. Each new trustee participates in an orientation program and receives materials and briefings concerning our business, industry, management and corporate governance policies and practices. We provide continuing education for all trustees through board materials and presentations, discussions with management and the opportunity to attend external board education programs. In addition, all Board members have the opportunity to become a member of the National Association of Corporate Directors and to access the many educational resources of that organization.

Shareholder Recommendations. The policy of the Nominating and Corporate Governance Committee to consider properly submitted shareholder recommendations for candidates for membership on the Board is described

 

 

2022 Proxy Statement | 21


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below under “Identifying and Evaluating Nominees for Trustee.” Under this policy, shareholder recommendations may only be submitted by a shareholder entitled to submit shareholder proposals under the SEC rules. Any shareholder recommendations proposed for consideration by the Nominating and Corporate Governance Committee should include the nominee’s name and qualifications for Board membership, including the information required under Regulation 14A under the Exchange Act, and should be addressed to the Secretary at our principal executive offices at American Homes 4 Rent, 23975 Park Sorrento, Suite 300, Calabasas, California 91302. Recommendations for consideration at the 2022 Annual Meeting of Shareholders should be submitted within the time frame described in this proxy statement under “Deadlines for receipt of shareholder proposals.”

Trustee Qualifications. Members of the Board shall have the highest personal and professional integrity, shall have demonstrated exceptional ability and judgment and shall be highly effective, in conjunction with the other nominees to the Board, in serving the long-term interests of the company and its shareholders. In general, the Board seeks to add trustees who meet the independence requirements of the NYSE rules. In addition, trustee candidates must submit a completed trustee questionnaire concerning matters related to independence determination, the determination of whether a candidate qualifies as an “audit committee financial expert” and other proxy disclosure matters and must satisfactorily complete a background investigation by a third-party firm.

The Board has delegated to the Nominating and Corporate Governance Committee responsibility for recommending to the Board new trustees for election and assessing the skills and characteristics required of Board members in the context of the current make-up of the Board. This assessment includes trustees’ qualifications as independent, and may include consideration of the following, all in the context of an assessment of the perceived needs of the Board at that time:

 

    diversity, background, skills and experience;

 

    personal qualities and characteristics, accomplishments and reputation in the business community;

 

    knowledge and contacts in the communities in which the company conducts business and in the company’s industry or other industries relevant to the company’s business;

 

    ability and willingness to devote sufficient time to serve on the Board and committees of the Board;

 

    knowledge and expertise in various areas deemed appropriate by the Board; and

 

    how the individual’s skills, experience and personality fit with those of other trustees in maintaining an effective, collegial and responsive Board.

When recommending trustee nominees, the Nominating and Corporate Governance Committee considers each nominee’s attendance record at our Board and committee meetings, track record of engagement and contributions to our Board, and other significant time commitments, including employment and other board service obligations. The Nominating and Corporate Governance Committee also considers shareholder input regarding their views on trustee engagement.

We do not have a formal diversity policy, and there are no other policies or guidelines that limit the selection of trustee candidates by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee and the Board have and exercise broad discretion to select trustee candidates who will best serve the Board, the company and its shareholders. In order to further advance the Board’s diversity, the Nominating and Corporate Governance Committee requires that any candidate list from a professional search firm include diverse candidates.

Identifying and Evaluating Nominees for Trustee. The Nominating and Corporate Governance Committee periodically assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Nominating and Corporate Governance Committee will consider various potential candidates for trustee.

Candidates may come to the attention of the Nominating and Corporate Governance Committee through current Board members, professional search firms, shareholders or other persons. These candidates will be evaluated at meetings of the Nominating and Corporate Governance Committee and may be considered at any point during the year.

The Nominating and Corporate Governance Committee will consider properly submitted shareholder nominations of candidates for the Board in the same manner as other candidates. Following verification of the shareholder status of persons proposing candidates, recommendations will be aggregated and considered by the Nominating and Corporate Governance Committee prior to the issuance of the proxy statement for the annual meeting. If any materials are provided by a shareholder in connection with the recommendation of a trustee candidate, such materials are forwarded to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may also review materials provided by professional search firms or other parties in connection with a nominee who is not proposed by a shareholder. In evaluating such nominations, the Nominating and Corporate Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board.

The Board and the Nominating and Corporate Governance Committee will continue to consider additional qualified Board candidates to best support the success of the company’s long-term strategy.

 

 

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How We Are Organized

 

Our Board is led by the Chairperson, Kenneth M. Woolley, an independent trustee. Currently, the Board believes that having a separate Chairperson and Chief Executive Officer serves the interests of the company and its shareholders well. Our Board believes that this structure encourages open dialogue and competing views, which promotes strong checks and balances. This structure also allows the Chief Executive Officer to focus more specifically on overseeing the company’s day-to-day operations and long-term strategic planning.

Our Board has three standing committees: the Audit Committee, the Human Capital and Compensation Committee and the Nominating and Corporate Governance Committee. Each of these committees consists of at least three members, each of whom meets the independence standards of the NYSE. Matters put to a vote by any one of our three independent committees of our Board must be approved by a majority of the trustees on the committee who are present at a meeting, in person or as otherwise

permitted by our bylaws, at which there is a quorum or by the unanimous written consent of the trustees serving on the committee. Additionally, our Board may from time to time establish other committees to facilitate the Board’s oversight of management of the business and affairs of the company.

Each of the standing committees operates pursuant to a written charter which is reviewed and reassessed annually and that can be viewed on our website at www.americanhomes4rent.com under “Investor Relations.” A copy of each may be obtained by sending a written request to the company’s Investor Relations Department at American Homes 4 Rent, 23975 Park Sorrento, Suite 300, Calabasas, California 91302, or submitting an information request under “Investor Relations” on the company’s website.

Our three standing committees are described below, and the committee members in 2021 and number of meetings held in 2021 are as follows:

 

 

Trustee

   Audit
Committee
   Human Capital
and Compensation
Committee
  

Nominating and     
Corporate     

Governance Committee     

Douglas N. Benham

    

 

   Member    Chair

Tamara H. Gustavson (1)

    

 

   Member     

 

Matthew J. Hart

    

 

   Chair    Member

Michelle C. Kerrick

   Member    Member     

 

James H. Kropp

   Chair     

 

    

 

Lynn C. Swann

   Member     

 

   Member

Winifred M. Webb

    

 

   Member    Member

Jay Willoughby

   Member     

 

   Member

Matthew R. Zaist

   Member    Member     

 

Number of meetings in 2021:

   4    6    6

(1) Ms. Gustavson joined the Human Capital and Compensation Committee in May 2021.

 

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Audit Committee. Our Board has affirmatively determined that each of the Audit Committee members meets the definition of “independent trustee” for purposes of the NYSE rules and the independence requirements of Rule 10A-3 of the Exchange Act. Our Board has also determined that each member of our Audit Committee is financially literate and that three members, including James H. Kropp, Michelle C. Kerrick and Matthew R. Zaist, qualify as an “audit committee financial expert” under SEC rules and regulations. The Audit Committee’s principal functions consist of overseeing:

 

    the integrity of our consolidated financial statements and financial reporting process;

 

    our accounting and financial reporting processes;

 

    our systems of disclosure controls and procedures and internal control over financial reporting;

 

    our compliance with financial, legal and regulatory requirements;

 

    the evaluation of the qualifications, independence and performance of our independent registered public accounting firm;

 

    review of all related party transactions in accordance with our Related Party Transaction Policy;

 

    the performance of our internal audit functions; and

 

    our overall risk exposure and management, including with respect to the company’s risk assessment, risk management and risk mitigation policies and programs.

Human Capital and Compensation Committee. In 2020, the Board made important structural changes to the committee formerly known as the Compensation Committee, repositioned as the Human Capital and Compensation Committee, to expand the responsibilities of such committee to include oversight of the company’s human capital programs and policies, including with respect to diversity and inclusion.

The Human Capital and Compensation Committee’s principal functions consist of supporting the Board in fulfilling its oversight responsibilities relating to the following:

 

    reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration of our Chief Executive Officer based on such evaluation;

 

    reviewing and approving the compensation of our other executive officers;

 

    reviewing our executive compensation policies and plans, including the company’s clawback policies;

 

    implementing and administering our incentive and equity-based compensation plans;
    reviewing and discussing with management the Compensation Discussion and Analysis (“CD&A”) to be included in the proxy statement and to recommend to the Board the inclusion of the CD&A in the company’s Annual Report on Form 10-K and annual proxy statement;

 

    producing a report on executive compensation to be included in our annual proxy statement;

 

    together with management, reviewing management’s annual assessment of potential risks related to compensation policies and practices applicable to all employees;

 

    overseeing the advisory shareholder votes on the company’s executive compensation programs and policies and the frequency of such votes;

 

    reviewing, evaluating and recommending changes, if appropriate, to the remuneration for trustees;

 

    reviewing and reporting to the Board on the company’s programs and practices for talent development and maintaining the continuity of capable management, including but not limited to succession planning for the Chief Executive Officer and other senior executives; and

 

    overseeing the company’s human capital programs and policies, including with respect to pay fairness and employee well-being, employee retention and development and diversity and inclusion.

The Human Capital and Compensation Committee may delegate its authority to its members as it deems appropriate. However, any delegate shall report any actions taken by such delegate to the full Human Capital and Compensation Committee at its next regularly scheduled meeting.

During 2021, the Human Capital and Compensation Committee made all compensation decisions for our executive officers, including the named executive officers (“NEOs”), as set forth in the Summary Compensation Table below. For 2021, the Human Capital and Compensation Committee retained Semler Brossy Consulting Group (“Semler Brossy”) to serve as its independent, third-party compensation consultant. The Human Capital and Compensation Committee considered Semler Brossy’s advice on a range of compensation matters, including its assessment of labor market conditions and its consideration of enhancements to the 2022 compensation program, in each case as discussed in more detail in “Executive Compensation” below.

Empowering diverse talent is a key priority for the company, and the Board and the Human Capital and Compensation Committee is actively engaged in overseeing the company’s people and culture. We recognize employee engagement as a critical factor to our success, and we are committed to

 

 

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creating and maintaining a great place to work with an inclusive culture, competitive benefits and opportunities for training and growth. The Human Capital and Compensation Committee periodically reviews and reports to the Board on the company’s programs for attracting, developing and retaining key employees, including management development programs, technology and skills training programs, employee health and well-being programs and diversity and inclusion initiatives.

Compensation Committee Interlocks and Insider Participation. None of our current Human Capital and Compensation Committee members is or was an officer or employee, or former officer or employee, of the company. None of our executive officers serve as a member of a board of directors, board of trustees or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our Board or our Human Capital and Compensation Committee.

Oversight of Compensation Risks. In February 2022, the Human Capital and Compensation Committee considered a report from management concerning its review of potential risks related to employee compensation policies and practices. During its review, the Human Capital and Compensation Committee discussed the report with senior management and discussed management’s conclusion that the company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the company.

To prepare the report for the Human Capital and Compensation Committee’s consideration, members of our senior management team, including our Chief Executive Officer, Chief Operating Officer, Chief Legal Officer and the Senior Vice President of Human Resources, reviewed each of the company’s compensation programs, focusing on employee incentive compensation plans. At the completion of the review, management and the Human Capital and Compensation Committee concluded that there is little motivation or opportunity for employees to take undue risks to earn incentive compensation awards and that the incentive compensation plans properly incentivize employees to achieve long-term goals and do not create undue risks for the company.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee’s principal functions consist of:

 

    identifying, evaluating and recommending to the Board the trustee nominees for each annual shareholder meeting or to fill any vacancy on the Board;

 

    identifying individuals qualified to become members of the Board and ensuring that the Board has the requisite expertise;

 

    developing and recommending to the Board for its approval qualifications for trustee candidates and periodically reviewing these qualifications with the Board;
    reviewing the committee structure of the Board and recommending trustees to serve as members or chairs of each committee of the Board;

 

    developing and recommending to the Board a set of corporate governance guidelines for the Board and, at least annually, reviewing such guidelines and recommending changes to the Board for approval as necessary;

 

    considering and advising the Board on any other governance issues that may arise from time to time;

 

    overseeing the annual self-evaluations of the Board and management;

 

    overseeing our Board’s compliance with our Code of Business Conduct and Ethics; and

 

    overseeing management’s efforts and activities with respect to our overall ESG program.

How We Govern and Are Governed

Governance Highlights. We have structured our corporate governance in a manner we believe closely aligns our interests with those of our shareholders. Notable features of our corporate governance include:

 

    Annual election of all trustees

 

    Majority voting for trustees in uncontested elections

 

    Independent Chairperson

 

    Regular executive sessions of non-management trustees

 

    Trustee retirement policy

 

    Shareholder voting power aligns with economic interest

 

    Anti-hedging and anti-short sale policies

 

    Compensation clawback policy

 

    Double-trigger vesting for time-based equity awards

 

    Robust share ownership guidelines

Governance Documents. The framework of our corporate governance is set forth in our charter and bylaws and in the following documents:

 

    Corporate Governance Guidelines that outline the Board’s overall governance practices

 

    Charters of the Audit, Human Capital and Compensation and Nominating and Corporate Governance Committees

 

    The Code of Business Conduct and Ethics applicable to trustees, officers and all employees

 

    Code of Ethics for Senior Financial Officers
 

 

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The Corporate Governance Guidelines and the Code of Business Conduct and Ethics are reviewed at least annually by the Nominating and Corporate Governance Committee, which considers whether to recommend any changes to the Board. Each Board committee reviews its charter at least annually. The company’s Code of Business Conduct and Ethics, the Corporate Governance Guidelines and the Board committee charters are available on the company’s website, www.americanhomes4rent.com under “Investor Relations.” A copy of each may be obtained by sending a written request to the company’s Investor Relations Department at American Homes 4 Rent, 23975 Park Sorrento, Suite 300, Calabasas, California 91302, or submitting an information request under “Investor Relations” on the company’s website. Any amendments or waivers to the Code of Business Conduct and Ethics for trustees or executive officers may be made only by the Nominating and Corporate Governance Committee of our Board and will be disclosed on the company’s website or other appropriate means in accordance with applicable SEC and NYSE requirements.

Board Leadership. The Chairperson presides at meetings of all non-management trustees in executive session without the presence of management. These meetings are held on a regular basis, generally before or after each regularly scheduled Board meeting and at the request of any non-management trustee. In addition, the independent trustees meet separately at least once annually. These sessions are designed to encourage open Board discussion of any matter of interest without our Chief Executive Officer or any other members of management present.

The Chairperson: (1) reviews the agendas for each Board meeting and strategic planning session; (2) in conjunction with the Nominating and Corporate Governance Committee, assists in the recruitment and selection of new trustees; (3) evaluates, along with the members of the Human Capital and Compensation Committee, the performance of the Chief Executive Officer; (4) consults with the Chief Executive Officer as to hiring other executive officers, as well as strategic planning and succession planning for the Chief Executive Officer; (5) is regularly apprised of material shareholder inquiries and is involved in responding to these inquiries as appropriate; and (6) when necessary or appropriate, communicates with other non-management and independent trustees and calls meetings of the non-management and independent trustees.

Board and Committee Meetings and Attendance. The Board meets at regularly scheduled intervals and may hold additional special meetings as necessary or desirable in furtherance of its oversight responsibilities. As described above, the non-management trustees generally meet in executive session without the presence of management as part of each regularly scheduled Board meeting. The sessions are intended to encourage open discussion of any

matter of interest without the Chief Executive Officer or any member of management present.

During 2021, the Board held six meetings and the Board committees held eighteen meetings. During 2021, all trustees attended 100% of the meetings held by the Board and all committees of the Board on which each trustee served. All of the trustees serving at the time attended the virtual 2021 Annual Meeting of Shareholders. Trustees are encouraged, but not required, to attend the Annual Meeting.

Trustee Service on Other Boards. Although the company recognizes that there may be a benefit to the company as a result of trustees broadening their experience by serving on corporate boards, it is important that each trustee have the requisite time to devote to the oversight of the company’s business. Unless otherwise approved by the Board, a trustee who also serves as an executive officer may not serve on more than one public company board in addition to the company’s Board, and trustees that are not executive officers of the company may not serve on more than three boards of other public companies in addition to the Board. In recognition of the enhanced time commitments associated with membership on a public company’s audit committee, no member of the Audit Committee may serve simultaneously on audit committees of more than two other public companies.

Board Responsibilities and Oversight of Risk Management. The Board is responsible for overseeing the company’s approach to major risks and policies for assessing and managing these risks. As part of its oversight function, the Board regularly receives presentations from management on areas of risk facing our business. The Board and management actively engage in discussions about these potential and perceived risks to the business.

In addition, the Board is assisted in its oversight responsibilities by the standing Board committees, which have assigned areas of oversight responsibility for various matters as described in the Board committee charters and as provided in the NYSE rules. These oversight responsibilities are summarized below.

Board

 

    Overall oversight of the risk management process

 

    Development of business strategy and major resource allocation

 

    Leadership of management succession planning

 

    Business conduct and compliance oversight

 

    Receipt of regular reports from Board committees on specific risk oversight responsibilities
 

 

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Board Committees

 

Audit Committee Oversight of Risk

  Human Capital and Compensation
Committee Oversight of Risk
  Nominating and Corporate Governance
Committee Oversight of Risk

 

• Oversight of enterprise risk management activities, including the company’s risk assessment, risk management and risk mitigation policies and programs

 

• Oversight of accounting and financial reporting

 

• Oversight of integrity of financial statements

 

• Oversight of compliance with legal and regulatory requirements applicable to accounting and financial reporting processes

 

• Oversight of the company’s policies and procedures with respect to cybersecurity risk management

 

• Oversight of the performance of the internal audit function

 

• Oversight of the effectiveness of internal controls

 

• Oversight of registered public accounting firm’s qualifications, performance and independence

 

• Review of proposed swaps and equity and debt hedging transactions

 

 

• Oversight of compensation related risks and overall philosophy

 

• Oversight of regulatory compliance with respect to compensation matters

 

• Oversight of the company’s human capital programs and policies, including with respect to pay fairness and employee well-being, employee retention and development and diversity and inclusion

 

 

• Oversight of overall corporate governance leadership

 

• Provides recommendations regarding Board and committee composition

 

• Oversight of Board succession planning

 

• Oversight of our overall ESG program, including regulatory compliance, environmental sustainability and corporate governance initiatives

 

• Oversight of the evaluation of the Board and management

Management

 

   

Identify material risks

 

   

Implement appropriate risk management strategies

 

   

Integrate risk management into our decision-making process

 

   

Ensure that information with respect to material risks is transmitted to senior executives and the Board

 

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Risk Areas

 

LOGO

 

Strategic

  LOGO   Operational   LOGO   Financial   LOGO   Legal, Regulatory and
Compliance

• Reputation

 

• Market Dynamics

 

• Acquisitions and
Dispositions

 

• Development

 

• Climate Change

 

• Sales and Marketing

 

• Service and Delivery

 

• Information Systems and Cybersecurity

 

• Infrastructure and Assets

 

• Hazards and Weather

 

• People

 

• Financial Reporting and Internal Controls

 

• Capital Structure

 

• Market

 

• Liquidity and Credit

 

• Tax

 

• Insurance

 

• Compliance with Laws

 

• Litigation

 

• Environmental Management System

 

• Social including human rights

 

• Corporate Governance policies and practices

 

Cybersecurity Risk

Given the critical nature of data privacy and cybersecurity, we have developed strong risk management and oversight procedures. The Audit Committee oversees cybersecurity risks, including through quarterly updates from our Chief Technology Officer and Vice President of Information Security, who leads our dedicated cybersecurity team, and other members of our executive leadership team. The Audit Committee and our Board also conduct a full review of cybersecurity annually and considers cybersecurity as part of our business strategy, financial planning and capital allocation.

The Audit Committee’s oversight includes our compliance with the industry standard cybersecurity frameworks, our cybersecurity insurance coverage, cybersecurity-related internal controls, penetration testing, incident response plan, business continuity plan and threat assessments. The Audit Committee also periodically evaluates our cyber strategy to ensure its effectiveness, including benchmarking against our peers.

As part of our board refreshment efforts in recent years we have focused on adding trustees with cybersecurity risk management experience. Currently four members of our Board have information security experience, including the Chair of the Audit Committee. Ms. Webb earned a CERT Certificate in Cybersecurity Oversight issued by the National Association of Corporate Directors and Carnegie Mellon University. Messrs. Hart and Kropp have information security expertise from their prior executive experience, and Messrs. Kropp and Singelyn have information security expertise from their oversight responsibilities with the Company. See “Governance Framework—How We Are Selected, Elected, Evaluated and Refreshed” above.

We are committed to implementing leading data protection standards and have a comprehensive set of written policies and standards that follow the guidance of the industry standard cybersecurity frameworks. These standards apply to all of the company’s systems, including all subsidiaries,

and address our legal, regulatory and client requirements. We also maintain a Vendor Integrity Code, which requires our third party vendors, among other things, to comply with our requirements for maintenance of passwords, as well as other confidentiality, security and privacy procedures.

To ensure the strength of our systems, we undertake regular internal and external security audits and vulnerability assessments, implement business continuity, contingency and recovery plans in the event of a cybersecurity incident and continuously scan the strength of our systems and review the results monthly. In addition, we have retained a third party to test for vulnerabilities and have a comprehensive external review annually.

As part of our data security program, we have an incident response plan for how we would respond to different potential cybersecurity and data privacy events. To support our preparedness, we perform a tabletop exercise at least once a year in responding to a data security penetration.

It is critically important that our employees understand and follow data privacy and security procedures. All new hires receive mandatory privacy and information security training. Current employees must complete mandatory annual cybersecurity and data trainings, which is supplemented by regular phishing and other cyber-related testing that we conduct throughout the year. Additionally, we conduct specialized training for our high-risk employees on a quarterly basis and are implementing specialized training for certain other employees with access to certain sensitive information systems.

We have experienced no material information security breaches in the last three years. As such, we have not spent any material amount of capital on addressing information security breaches in the last three years, nor have we incurred any material expenses from penalties and settlements related to a material breach during this same time.

 

 

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How We Are Paid

Our Board has established a compensation program for our non-management trustees that includes a mix of cash and equity compensation. The Human Capital and Compensation Committee, with the input and support of Semler Brossy, the independent compensation consultant to the Human Capital and Compensation Committee, annually evaluates the adequacy of the trustee compensation program.

Retainers. For 2021, each non-management trustee received the following cash compensation:

 

    an annual cash retainer of $75,000;

 

    an additional annual cash retainer of $50,000 for the Chairperson;

 

    an additional annual cash retainer of $20,000 to the chair of the Audit Committee;

 

    an additional annual cash retainer of $12,500 to the chairs of the Human Capital and Compensation Committee and Nominating and Corporate Governance Committee;

 

    an additional annual cash retainer of $7,500 to the other members of the Audit Committee; and

 

    an additional annual cash retainer of $5,000 to the other members of the Human Capital and Compensation Committee and Nominating and Corporate Governance Committee.

There are no changes to non-management trustee cash compensation for 2022.

The company also reimburses non-management trustees for reasonable out-of-pocket expenses incurred in the performance of their duties as trustees, including without limitation, travel expenses in connection with their attendance in-person at Board and committee meetings. Trustees who are employees do not receive any compensation for their services as trustees.

Equity Awards. For 2021, on the date of the Annual Meeting, each non-management trustee received an award of restricted share units (“RSUs”) with a value of $125,000 as determined by the closing price on the NYSE of the company’s Class A common shares on the date of grant. Awards for new trustees and the annual grants to non-management trustees vest in full one year from the date of grant. There are no changes to the non-management trustee equity awards for 2022.

Trustee Compensation Table. The following table presents information relating to the total compensation of our non-employee trustees for the fiscal year ended December 31, 2021. Ms. Gustavson was appointed to the Human Capital and Compensation Committee in May 2021.

Messrs. Singelyn and Corrigan did not receive any compensation for their services as trustees in 2021. Mr. Singelyn’s compensation as our Chief Executive Officer and Mr. Corrigan’s compensation as our Chief Investment Officer are described in the “Executive Compensation” section below.

 

 

Name

   Paid in Cash ($)    Stock Awards ($) (1)(2)    Total ($)   

Kenneth M. Woolley

     $ 125,000      $ 125,000      $ 250,000   

Douglas N. Benham

     $ 92,500      $ 125,000      $ 217,500   

David Goldberg

     $ 75,000      $ 125,000      $ 200,000   

Tamara H. Gustavson

     $ 77,500      $ 125,000      $ 202,500   

Matthew J. Hart

     $ 92,500      $ 125,000      $ 217,500   

Michelle C. Kerrick

     $ 87,500      $ 125,000      $ 212,500   

James H. Kropp

     $ 95,000      $ 125,000      $ 220,000   

Lynn C. Swann

     $ 87,500      $ 125,000      $ 212,500   

Winifred M. Webb

     $ 85,000      $ 125,000      $ 210,000   

Jay Willoughby

     $ 87,500      $ 125,000      $ 212,500   

Matthew R. Zaist

     $ 87,500      $ 125,000      $ 212,500   

(1) RSU awards valued at the closing share price on the NYSE of $36.75 per share for Class A common shares on May 6, 2021, which was the date of grant for all trustees. The value of the stock awards is computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718.

(2) As of December 31, 2021, each non-management trustee had the following number of options outstanding: Messrs. Hart and Woolley each held a total of 60,000, of which 57,500 are fully vested and exercisable; Mr. Kropp held a total of 50,000, of which 47,500 are fully vested and exercisable; Ms. Gustavson and Mr. Benham each held a total of 30,000, of which 27,500 are fully vested and exercisable; Ms. Webb and Mr. Willoughby each held a total of 10,000, of which 5,000 are fully vested and exercisable. In addition, as of December 31, 2021, each non-management trustee held a total of 3,402 RSUs which vest in full on May 6, 2022.

 

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Share Ownership Policy. Our share ownership policy approved by the Board applies to each of our executive officers and trustees and is intended to align their interests with the interests of the company’s shareholders. Each non-management trustee covered by the policy is expected to own Class A common shares and equivalents (including Class A partnership units that are convertible into Class A common shares and RSUs that are only subject to time vesting) of the company with an aggregate market value of five times the previous year annual cash retainer (excluding any Board committee fees). Additionally, each non-management trustee covered by the policy is expected to establish an initial beneficial ownership position of Class A common shares and equivalents within one year of his or her appointment to the Board and to be in full compliance within five years of becoming subject to the policy. Securities that have been pledged, unvested performance-based RSUs and shares underlying vested or unvested options are not counted for purposes of the policy.

For information regarding requirements for executive officers, see “Executive Officer Share Ownership and Other Compensation Policies—Executive Officer Share Ownership Policy” below.

If a non-management trustee is not in compliance with the policy (other than solely as a result of decreases in Class A common share market price), the non-management trustee must retain 100% of the Class A common shares and equivalents beneficially owned and subsequently awarded by the Company (other than sales to cover withholding taxes owed in connection with equity awards or option exercise costs) until the non-management trustee is in compliance with the policy.

The Human Capital and Compensation Committee has the authority to administer and interpret, to monitor compliance with and to make all determinations regarding the share ownership policy.

 

 

How You Can Communicate With Us

We value and actively solicit feedback from our shareholders. During fiscal year 2021, management met with over 250 institutional investors at virtual conferences, non-deal roadshows and industry calls.

We encourage all shareholders to contact our investor relations team with any questions or comments by:

 

LOGO    EMAIL    LOGO    WEBSITE    LOGO    MAIL    LOGO    TELEPHONE

Email

investors@ah4r.com

  

Visit

www.americanhomes4rent.com

under “Investor Relations”

  

Write to
American Homes 4 Rent

Attn: Investor Relations

23975 Park Sorrento,

Suite 300

Calabasas, CA 91302

  

Call

(855) 794-AH4R (2447)

The Board also welcomes feedback from shareholders and other interested parties. We receive a large volume of correspondence regarding a wide range of subjects each day, including correspondence relating to ordinary business operations. As a result, our individual trustees are often not able to respond to all communications directly. Therefore, the Board has established a process for managing communications to the Board and individual trustees. Any shareholder communication to the Board should be addressed to: Board of Trustees, c/o Corporate Secretary, American Homes 4 Rent, 23975 Park Sorrento, Suite 300, Calabasas, California 91302. Communications that are intended for a specified individual trustee or group of trustees should be addressed to the trustee(s) c/o Corporate Secretary at the above address, and all such communications received will be forwarded to the designated trustee(s).

 

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. LOGO


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LOGO


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The Audit Committee is responsible for appointing the company’s independent registered public accounting firm. Ernst & Young LLP (“EY”) was first appointed as the company’s independent registered public accounting firm in August 2016. In February 2022, the Audit Committee re-appointed EY to serve as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, subject to ratification of the appointment by the company’s shareholders. The Board believes that the selection of EY is in the best interest of the company and its shareholders and recommends that shareholders ratify the Audit Committee’s appointment of EY as the independent registered public accounting firm.

Although we are not required to seek ratification of the appointment of EY, the Board believes that doing so is a matter of good corporate governance. Even if the appointment of EY is ratified by the shareholders, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that a change would be in the best interest of the company and its shareholders. If shareholders do not ratify the appointment of EY, the Audit Committee will reconsider its selection but may determine to confirm the appointment.

Representatives from EY will be in attendance at the Annual Meeting and will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

 

 

Audit and Non-Audit Fees

The following table shows the fees billed to the company by EY for audit and other services provided for fiscal years 2021 and 2020:

 

 

 
2021 2020

Audit fees (1)

$

1,499,284

$

1,439,366

Audit-related fees (2)

 

$

2,740

Tax fees

 

 

All other fees (3)

 

$

75,000

Total

$

1,499,284

$

1,517,106

(1) Audit fees represent fees for professional services provided in connection with the integrated audit of the company’s annual financial statements and internal control over financial reporting, review of the quarterly financial statements included in the company’s quarterly reports on Form 10-Q and other professional services in connection with the company’s registration statements, securities offerings and audits of financial statements of certain acquired assets.

(2) Audit-related fees include fees for access to EY’s online accounting research tools in 2020.

(3) All other fees include fees for professional services provided in connection with a customer segmentation analysis in 2020.

 

Auditor Independence: The Audit Committee has determined that the provision of the non-audit services described above is compatible with maintaining the independence of the company’s independent registered public accounting firm.

Policy to Approve Services of Independent Registered Public Accounting Firm: The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy relating to services performed by the company’s independent registered public accounting firm. Pursuant to the Audit and Non-Audit Services Pre-Approval Policy, all audit and permissible non-audit services must be separately pre-approved by the Audit Committee. The Audit Committee has delegated authority to its Chairperson to specifically pre-approve engagements for the performance of audit and permissible non-audit services, for which the estimated cost for all such services shall not exceed $200,000 prior to reporting such pre-approved engagements to the Audit

Committee. The Chairperson must report all pre-approval decisions to the Audit Committee at its next scheduled meeting for review and provide a description of the terms of the engagement, including:

 

    the type of services covered by the engagement;

 

    the dates the engagement is scheduled to commence and terminate;

 

    the estimated fees payable by us pursuant to the engagement;

 

    other material terms of the engagement; and

 

    such other information as the Audit Committee may request.

Under this policy, the Audit Committee pre-approved all services performed by EY during 2021, including those listed in the table above.

 

 

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Audit Committee Report

 

The Audit Committee’s responsibilities include appointing the company’s independent registered public accounting firm, pre-approving audit and non-audit services provided by the firm and assisting the Board in providing oversight to the company’s financial reporting process. In fulfilling its oversight responsibilities, the Audit Committee meets with the company’s independent registered public accounting firm, internal auditors and management to review accounting, auditing, internal controls and financial reporting matters.

Management is responsible for the company’s financial statements, including the estimates and judgments on which they are based, for maintaining effective internal controls over financial reporting and for assessing the effectiveness of internal controls over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of the company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and for issuing a report thereon. It is not the Audit Committee’s responsibility to plan or conduct audits or to determine that the company’s financial statements and disclosures are complete, accurate and in accordance with U.S. generally accepted accounting principles and applicable laws, rules and regulations. The Audit Committee’s responsibility is to monitor and oversee these processes and the Audit Committee necessarily relies on the work and assurances of the company’s management and of the company’s independent registered public accounting firm.

As part of its oversight responsibilities related to the company’s financial statements included in the company’s Annual Report on Form 10-K, the Audit Committee met with management and EY, the company’s independent registered public accounting firm, and reviewed and discussed with them the audited consolidated financial statements. Management represented to the Audit Committee that the company’s consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles. The Audit Committee discussed with EY the matters required to be discussed by the applicable requirements of the PCAOB. The Audit Committee also discussed with EY the overall scope and plans for the annual audit, the results of their procedures, including critical audit matters addressed during the audit, examinations, their evaluation of the company’s internal controls and the overall quality of the company’s financial reporting.

The company’s independent registered public accounting firm also provided to the Audit Committee the written disclosures and the letter required by the applicable rules of the PCAOB, and the Audit Committee discussed with the independent registered public accounting firm that firm’s independence. In addition, the Audit Committee has considered whether the independent registered public accounting firm’s provision of non-audit services to the company and its affiliates is compatible with the firm’s independence.

The Audit Committee met with representatives of management, internal audit, legal counsel and the company’s independent registered public accounting firm on a regular basis throughout the year to discuss the progress of management’s testing and evaluation of the company’s system of internal control over financial reporting in response to the applicable requirements of the Sarbanes-Oxley Act of 2002 and related SEC regulations. At the conclusion of this process, the Audit Committee received from management its assessment and report on the effectiveness of the company’s internal controls over financial reporting. In addition, the Audit Committee received from EY its assessment of and opinion on the company’s internal control over financial reporting as of December 31, 2021. The Audit Committee reviewed and discussed the results of management’s assessment and EY’s audit.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board has approved, that the audited consolidated financial statements be included in the company’s Annual Report on Form 10-K for the year ended December 31, 2021 for filing with the SEC. The Audit Committee also approved the appointment of EY as the company’s independent registered public accountants for the fiscal year ending December 31, 2022 and recommended that the Board submit this appointment to the company’s shareholders for ratification at the Annual Meeting.

THE AUDIT COMMITTEE

James H. Kropp, Chair

Michelle C. Kerrick

Lynn C. Swann

Jay Willoughby

Matthew R. Zaist

 

 

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Principal Shareholders

Share Ownership of 5% or Greater Beneficial Owners

The following table sets forth information regarding the beneficial ownership of our common shares and common shares into which units in American Homes 4 Rent, L.P., our operating partnership (“OP units”), may be exchangeable by each person known by us to be the beneficial owner of 5% or more of our common shares and OP units as of December 31, 2021.

 

Name and Address

 

Number of Common

Shares Beneficially

Owned (1)

 

Number of Common

Shares and OP Units

Beneficially Owned (2)

 

Percentage of All

Common Shares
Beneficially Owned (1)

 

Percentage of All   
Common Shares and   
OP Units  Beneficially   

Owned (2)   

The Vanguard Group (3)
100 Vanguard Blvd.

Malvern, PA 19355

      39,871,926       39,871,926       11.80 %       10.24 %   

BlackRock, Inc. (4)

55 East 52nd Street

New York, NY 10055

      23,487,597       23,487,597       6.95 %       6.03 %   

Tamara H. Gustavson (5)(6)

c/o Malibu Management

22917 Pacific Coast Highway,
Suite 300
Malibu, CA 90265

      20,268,193       20,268,193       6.00 %       5.21 %   

Trusts of B. Wayne Hughes (6)

c/o Malibu Management
22917 Pacific Coast Highway,
Suite 300

Malibu, CA 90265

      17,384,496       17,384,496       5.14 %       4.46 %   

Principal Real Estate Investors, LLC (7)

801 Grand Ave

Des Moines, IA 50392

      17,493,987       17,493,987       5.18 %       4.49 %   

HF Investments 2010, LLC(8)

c/o Malibu Management
22917 Pacific Coast Highway,
Suite 300

Malibu, CA 90265

      6,645,581       54,765,472       1.97 %       14.06 %   

(1) Assumes a total of 337,362,716 Class A and 635,075 Class B common shares are outstanding as of December 31, 2021. All Class B common shares are held by HF Investments 2010, LLC (“HF LLC”).

(2) Assumes a total of 337,997,791 common shares and 51,376,980 OP units (which OP units may be redeemed for cash or, at our option, exchanged for our Class A common shares) are outstanding as of December 31, 2021, excluding OP units held by the company.

(3) This information is as of December 31, 2021 and is based on a Schedule 13G/A filed on February 9, 2022 by The Vanguard Group as investment advisor to report that it has shared voting power with respect to 415,354 Class A common shares, sole dispositive power with respect to 39,201,944 Class A common shares and shared dispositive power with respect to 669,982 Class A common shares.

(4) This information is as of December 31, 2021 and is based on a Schedule 13G/A filed on February 3, 2022 by BlackRock, Inc. to report that it has sole voting power with respect to 20,585,224 Class A common shares and sole dispositive power with respect to 23,487,597 Class A common shares.

(5) Includes 30,000 shares underlying stock options that have vested or will vest within 60 days of December 31, 2021. Does not include any shares held by (i) HF LLC which is comprised of trusts established by B. Wayne Hughes, for certain of his heirs, including the children of Ms. Gustavson or (ii) other trusts formed by B. Wayne Hughes for which Ms. Gustavson currently serves as trustee. These shares are reported separately in this table.

(6) Mr. Hughes, who co-founded the company with Mr. Singelyn and was Chairperson of the Board until May 2019, passed away in 2021. Prior to his passing, Mr. Hughes beneficially owned the shares through trusts for which he was trustee. Ms. Gustavson, his daughter, is the successor trustee of these trusts. The shares will be distributed to the beneficiaries of the trusts (which do not include Ms. Gustavson) in accordance with the terms of the trusts.

(7) This information is as of December 31, 2021 and is based on a Schedule 13G/A filed on February 15, 2022 by Principal Real Estate Investors, LLC to report that it has shared voting power with respect to 17,493,987 Class A common shares and shared dispositive power with respect to 17,493,987 Class A common shares.

(8) HF LLC is comprised of trusts established by Mr. Hughes for certain of his heirs. Anita McIntyre, an officer of Malibu Management, Inc., a corporation 50% owned by Ms. Gustavson, is the sole manager of HF LLC. As the sole manager of HF LLC, Ms. McIntyre has voting and dispositive power over the common shares and OP units directly owned by HF LLC and may be deemed to have beneficial ownership over such securities. Ms. Gustavson disclaims beneficial ownership of all common shares and OP units owned by HF LLC. The HF LLC ownership interests disclaimed by Ms. Gustavson include:

(i) 6,010,506 Class A common shares;

(ii) 635,075 Class B common shares (for voting purposes, each Class B common share entitles the holder to 50 votes on all matters on which the holders of Class A common shares are entitled to vote); and

(iii) 48,119,891 Class A units issued by our operating partnership (“Class A units”).

 

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Share Ownership of Trustees and Management

The following table sets forth information, as of March 1, 2022, regarding the beneficial ownership of our common shares and common shares into which OP units may be exchangeable by (1) each of our executive officers, (2) each of our trustees and (3) all of our executive officers and trustees as a group. Except as otherwise indicated, each trustee and executive officer has sole voting and investment power over his or her shares.

 

Name

  Number of Common
Shares Beneficially
Owned(1)
  Number of Common
Shares and OP Units
Beneficially
Owned (2)
  Percentage of All
Common Shares
Beneficially
Owned (1)
 

Percentage of All   
Common Shares and   
OP Units Beneficially   

Owned (2)   

Kenneth M. Woolley (4)

      73,462       73,462       *       *   

David P. Singelyn (3)

      352,303       1,602,303       *       *   

Douglas N. Benham (4)

      55,151       67,359       *       *   

Jack Corrigan

      193,440       893,440       *       *   

David Goldberg

      39,952       580,018       *       *   

Tamara H. Gustavson (4)(5)

      20,268,193       20,268,193       5.82 %       5.07 %   

Matthew J. Hart (4)

      84,629       84,629       *       *   

Michelle C. Kerrick

      3,425       3,425       *       *   

James H. Kropp (4)

      78,439       78,439       *       *   

Christopher C. Lau (4)

      37,220       37,220       *       *   

Bryan Smith (4)

      279,590       279,590       *       *   

Lynn C. Swann

      16,443       16,443       *       *   

Sara H. Vogt-Lowell (4)

      81,916       81,916       *       *   

Winifred M. Webb (4)

      14,629       14,629       *       *   

Jay Willoughby (4)

      14,629       14,629       *       *   

Matthew R. Zaist

      7,941       7,941       *       *   

All trustees and executive officers as a group (16 persons) (3)(4)(5)

      21,601,362       24,103,636       6.20 %       6.03 %   

* Represents less than 1.0%

(1) Includes shares of Class A and Class B common shares held of record or beneficially by members of the immediate family of executive officers of the company.

(2) Assumes 347,622,562 Class A common shares, 635,075 Class B common shares and 51,376,980 OP units (which OP units may be redeemed for cash or, at our option, exchanged for our Class A common shares) are outstanding as of March 1, 2022, excluding OP units held by the company.

(3) Mr. Singelyn has pledged 1,000,000 Class A partnership units and 175,000 Class A common shares.

(4) Includes the following vested stock options that have vested or will vest within 60 days of March 1, 2022: 2,500 for Mr. Lau, 245,000 for Mr. Smith, 42,500 for Ms. Vogt-Lowell, 60,000 for each of Messrs. Hart and Woolley, 50,000 for Mr. Kropp, 30,000 for Mr. Benham and Ms. Gustavson, and 7,500 for Ms. Webb and Mr. Willoughby. Does not include the trusts formed by B. Wayne Hughes for which Ms. Gustavson currently serves as trustee which are described in footnote 6 to the “Share Ownership of 5% or Greater Beneficial Owners” table set forth above.

(5) Does not include any shares held by HF LLC, which is comprised of trusts established by B. Wayne Hughes for certain of his heirs, including the children of Ms. Gustavson. Anita McIntyre, an officer of Malibu Management, Inc., a corporation 50% owned by Ms. Gustavson, is the sole manager of HF LLC. As the sole manager of HF LLC, Ms. McIntyre has voting and dispositive power over the common shares and OP units directly owned by HF LLC and may be deemed to have beneficial ownership over such securities. Ms. Gustavson disclaims beneficial ownership of all common shares and OP units owned by HF LLC. The HF LLC ownership interests disclaimed by Ms. Gustavson include:

(i) 6,010,506 Class A common shares;

(ii) 635,075 Class B common shares issued (for voting purposes, each Class B common share entitles the holder to 50 votes on all matters on which the holders of Class A common shares are entitled to vote); and

(iii) 48,119,891 Class A units.

 

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Executive Officer Share Ownership and Other Compensation Policies

 

Executive Officer Share Ownership Policy

Our share ownership policy approved by the Board is intended to align the interests of our executive officers and trustees with the interests of the company’s shareholders. For information regarding requirements for trustees, see “How We Are Paid—Share Ownership Policy” above. The policy applies to the company’s Chief Executive Officer and other Section 16 executive officers. Each person covered by the policy is expected to own Class A common shares and equivalents (including Class A partnership units that are convertible into Class A common shares and unvested RSUs that are only subject to time vesting) of the company with an aggregate market value of:

 

    Six times the previous year annual base salary for the Chief Executive Officer; and

 

    Three times the previous year annual base salary for the other executive officers.

Securities that have been pledged, unvested performance-based RSUs (“PSUs”) and shares underlying vested or unvested options are not counted for purposes of the policy.

All of our NEOs have met the ownership thresholds described above and are in compliance with the policy. Each executive officer covered by the policy is expected to establish an initial beneficial ownership position of Class A common shares and equivalents within one year of his or her appointment to the position that results in the application of the policy and to be in full compliance within five years of becoming subject to the policy. Executive officers already subject to the policy that become subject to increased ownership requirements as a result of a promotion are expected to be in compliance with the increased threshold by the fifth anniversary of the promotion.

If an executive officer is not in compliance with the policy (other than solely as a result of decreases in Class A common share market price), the executive officer must retain 100% of the Class A common shares and equivalents beneficially owned and subsequently awarded by the company (other than sales to cover withholding taxes owed in connection with equity awards or option exercise costs) until the executive officer is in compliance with the policy.

The Human Capital and Compensation Committee has the

authority to administer and interpret, to monitor compliance with and to make all determinations regarding the share ownership policy.

Clawback Policy

The Human Capital and Compensation Committee administers the company’s Executive Officer Performance-Based Compensation Recovery Policy. Under the policy, if an accounting restatement of the company’s financial statements is required to be filed to correct a material error as a result of misconduct, the Human Capital and Compensation Committee will recover from any current or former executive officer any equity or cash performance-based compensation that would not have been paid based on the restated financial statements. The clawback period covers the three fiscal years preceding the accounting restatement and applies regardless of the fault of the executive officer.

Anti-Hedging and Anti-Pledging Policy

The anti-hedging provisions of our insider trading policy prohibit trustees, officers and employees from directly or indirectly engaging in hedging against future declines in the market value of any securities of the company. This would cover the purchase of financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or other transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our securities.

In February 2022, we amended our insider trading policy to adopt anti-pledging provisions, which prohibit trustees, officers and employees from any new pledge of company securities after the effective date of the amendment, including holding company securities in a margin account or otherwise pledging company securities as collateral for a loan.

In 2012, to finance his acquisition of interests in the company’s former sponsor, AH LLC, Mr. Singelyn obtained loans secured by a pledge of a portion of his holdings of common shares and operating partnership units. These loans were subsequently refinanced with a loan from a third party

 

 

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lender subject to a similar pledge. Our Board recognizes that this pledge originated with Mr. Singelyn’s initial investment in founding the company and that maintaining this pledge facilitates liquidity and financial flexibility for Mr. Singelyn. The Board has determined that the pledge (i) does not present a significant risk of lender foreclosure or an unexpected sale of a large volume of shares on the open

market, (ii) is not part of a hedging strategy and (iii) is unlikely to result in adverse effects to shareholders.

Waivers of these prohibitions are not permitted under the policy. The objective of this policy is to further enhance alignment between the interests of our trustees, officers and employees and those of our shareholders.

 

 

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Executive Officers

Our Executive Officers

Set forth below is certain information regarding each of our current executive officers, other than Messrs. Singelyn and Corrigan, whose biographical information is presented under “Biographical Information About Our Trustee Nominees.” Our executive officers are appointed annually by, and serve at the discretion of, the Board. There are no family relationships between any of the executive officers, and there is no arrangement or understanding between any executive officer and any other person pursuant to which the executive officer was selected.

 

 

LOGO

Christopher C.
Lau

 

Age: 40

 

Chief Financial Officer

 

 

 

Background

 

•  American Homes 4 Rent, Chief Financial Officer (since 2018); Vice President, Senior Vice President and then Executive Vice President – Finance (2013-2018)

 

•  National Rental Home Council, Member and Chair of the Finance Committee (since 2018)

 

•  Deloitte & Touche LLP, Senior Manager, Real Estate M&A Advisory; Senior Manager, Real Estate Audit

 

 

  

 

Education

 

•  B.S. in Accounting, San Diego State University

 

•  Certified Public Accountant (inactive)

    
    

 

 

LOGO

Bryan Smith

 

Age: 48

 

Chief Operating Officer

 

 

 

Background

 

•  American Homes 4 Rent, Chief Operating Officer (since 2019); Executive Vice President and President of Property Management (2015-2019); Senior Vice President and Director of Property Management (2012-2015)

 

•  American Homes 4 Rent Advisor, LLC (our former manager), Senior Vice President of Acquisitions

 

•  Tax Review Group, Partner

 

•  Watermark Group, Partner and Chief Financial Officer

 

•  Deloitte & Touche LLP, Senior

  

 

Education

 

•  B.A. in Business Economics, University of California, Los Angeles

 

•  M.B.A., UCLA Anderson School of Management

 

•  Certified Public Accountant (inactive)

 

 

LOGO

Sara H. Vogt-Lowell

 

Age: 46

 

Chief Legal Officer

 

 

 

Background

 

•  American Homes 4 Rent, Chief Legal Officer (since 2012)

 

•  American Homes 4 Rent Advisor, LLC (our former manager), Chief Legal Officer

 

•  Public Storage Canada and American Commercial Equities, General Counsel

 

•  Latham & Watkins LLP, Member, Finance Department

 

 

  

 

Education

 

•  B.A. in Political Science, University of California, Los Angeles

 

•  J.D., University of California, Berkeley

 

•  Member of the California State Bar

    
    
    

 

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Executive Compensation

 

Compensation Discussion and Analysis

This Compensation Discussion and Analysis section explains the objectives of our executive compensation programs, outlines the elements of executive officer compensation and describes the factors considered by the Human Capital and Compensation Committee (as used in this section, the “Committee”) to determine the amounts of compensation for our NEOs for 2021 service.

Our Named Executive Officers

For 2021, our NEOs are: (i) David P. Singelyn, Chief Executive Officer and a trustee; (ii) Jack Corrigan, Chief Investment Officer and a trustee; (iii) Bryan Smith, Chief Operating Officer; (iv) Christopher C. Lau, Chief Financial Officer; and (v) Sara H. Vogt-Lowell, Chief Legal Officer.

2021 Say-on-Pay Vote Results and Shareholder Engagement

At our 2019, 2020 and 2021 Annual Meetings of Shareholders, 98.9%, 98.7% and 71.6% of our shareholders voted in support of our say-on-pay proposal, respectively.

Over the course of 2021, the company maintained an ongoing dialogue with a broad set of shareholders on diverse topics including executive compensation, business operations and strategy, financial results, corporate governance and environmental and social priorities. Members of management and, as appropriate, members of the Board participated in these meetings.

Based on these discussions and other feedback received regarding our 2021 say-on-pay vote, we believe shareholders continue to broadly support our compensation program, including the enhancements we made to the 2021 compensation program. We believe the relative decrease in support in 2021 from our historically high levels of support was driven by concerns with a severance payment made to one of our former officers as part of a confidential settlement and release agreement. Although this issue was unrelated to our broader compensation program, the Committee conducted a robust review of our severance policies and practices in response to shareholder feedback and in light of our say-on-pay results. As a result of this review, in 2022, the Committee approved a standard form of severance and change of control letter agreement for our officers that we believe will facilitate any future separations

with our officers in a manner that is fully consistent with market practices (see additional detail in the “Severance and Change of Control Letter Agreements” section of this proxy statement).

2021 Compensation Overview

The 2021 compensation program for NEOs consisted of three components: (i) an annual base salary; (ii) an annual cash incentive based substantially on the achievement of pre-determined performance criteria consisting of a corporate metric and personal goals; and (iii) long-term equity incentives designed to directly link executive compensation with shareholder outcomes.

Since the company commenced operations in 2012, it has historically paid certain of its executive officers, particularly the Chief Executive Officer, annual total compensation at levels well below its peers. In doing so the company has considered the significant equity ownership such executives had as a result of their role in founding the firm and the retention protections inherent in the manner in which that equity ownership had been financed. Starting in 2019, Messrs. Singelyn and Corrigan repaid certain loans payable to members of the Hughes family that were secured by securities in the company to finance their equity investments in the company at its founding, and the company began to transition NEO annual total compensation to levels more competitive with peer pay practices and more representative of the value and contributions of the management team. In 2021, the company continued this transition by modestly increasing NEO salaries, target bonuses and equity grant values by the amounts described in the “2021 Compensation Decisions” section of this proxy statement.

In addition, in response to guidance from its independent compensation consultant, shareholder feedback and retention considerations, the Committee further enhanced the company’s compensation program by introducing PSUs as part of the equity compensation that are tied to the achievement of both relative total shareholder return (“TSR”) and absolute Core Funds from Operations (“Core FFO”) growth goals, which were set based on the company’s peer group’s Core FFO performance over a three-year period. The Committee also refined the peer group to better align with the company’s size and business.

 

 

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Compensation Philosophy, Objectives and Governance

The primary goal of our executive compensation program is to align the interests of our NEOs with those of our shareholders in a way that allows us to attract, retain and motivate highly qualified executive talent. The Committee oversees the compensation of our NEOs, including setting base salaries, awarding annual cash incentives and granting equity awards. The following table highlights key features of our executive compensation program that demonstrate our ongoing commitment to promoting shareholder interests through sound compensation governance practices.

 

What We Do

   What We Don’t Do

 

   DO require “double trigger” change in control benefits

  

 

   NO “single-trigger” change in control cash or equity payments

 

   DO seek to align pay and performance with a balanced mix of company and individual performance criteria tied to operational and strategic objectives (including diversity and inclusion and human capital management objectives) established at the beginning of the performance period by the Committee

  

 

   NO compensation or incentives that encourage risk-taking reasonably likely to have a material adverse effect on the company

 

   DO award a significant percentage of NEO total compensation in the form of equity which includes awards subject to multi-year, performance-based vesting based on relative TSR goals and absolute Core FFO growth goals set based on historical peer group performance

  

 

   NO tax gross-ups for any executive officers

 

   DO have robust NEO share ownership guidelines, including 6x base salary for CEO, and a requirement that each NEO establish an initial ownership position in company shares within one year of joining the company

  

 

   NO re-pricing or buyouts of underwater stock options

 

   DO have a compensation clawback policy for executive compensation covering both cash and equity incentives

  

 

   NO hedging or future pledging transactions by employees or trustees involving our securities

 

   DO annually review a compensation risk assessment with the Committee

  

 

   NO guarantees of cash incentive compensation or of equity grants

 

   DO provide caps within annual and long-term incentive plan awards

  

 

   NO long-term employment contracts with executive officers

 

   DO engage an independent compensation consultant to advise the Committee

  

 

   NO excessive perquisites

 

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The following chart depicts for Mr. Singelyn and for the other NEOs the split between (i) performance-based compensation, consisting of PSUs and annual cash incentive awards and (ii) compensation not tied to performance, consisting of base salary, and further demonstrates our philosophy of aligning executive compensation with company performance and shareholder interests. The amounts below include PSUs and annual cash incentive awards that would have been paid assuming target achievement for 2021:

CEO

 

LOGO

Other Executive Officers

 

LOGO

Elements of Executive Officer Compensation

 

Component

  Form   Objective and Explanation

 

Salary

 

 

Cash

 

 

• Base level compensation, rewards day-to-day performance and standard job duties

• Reflects level of responsibilities and experience/tenure

 

Performance-Based Annual
Cash Incentive

 

 

Cash

 

 

• Designed to reward the achievement of specific, pre-established annual financial and operational objectives

• 2021 performance objectives consist of company and personal goals

• Committee has discretion to adjust performance criteria, including to address extraordinary events

 

Equity Awards

 

 

Performance-based PSUs and service-based RSUs

 

 

• The equity pay mix for our CEO in 2021 was 60% PSUs and 40% RSUs (40% PSUs and 60% RSUs for our other NEOs)

• Provide alignment of interests with shareholders

• Multi-year vesting periods aid in retention

• Service-based RSUs further support retention as they retain some value and provide a retention incentive even during difficult market conditions, when we may need it most

• Performance-based PSUs tied to multi-year goals motivate executives to focus on sustained, long-term financial performance

 

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2021 Compensation Decisions

 

Changes to Compensation of the CEO

As a founder and significant shareholder of the company, Mr. Singelyn historically agreed to accept a below-market salary and to forego any bonus or equity incentives during the company’s initial growth phase. Starting in 2019, the Committee began transitioning to market compensation for Mr. Singelyn, supported by the data and recommendations provided by the Committee’s independent compensation advisor. As part of this process, Mr. Singelyn’s base salary was increased from $570,000 in 2020 to $700,000 in 2021, and he was granted equity awards, as described below. The Committee intends to continue this transition until the Committee determines that Mr. Singelyn is paid at a level competitive with CEOs in the company’s peer group.

Mr. Singelyn’s 2021 total compensation at target was in the bottom 25% of the peer group.

Changes to Compensation of the other Named Executive Officers

Starting in 2019, the Committee, based on peer company compensation information, began transitioning NEO compensation to levels competitive with its peer group. As part of that transition process, and in consideration of the recommendation from Mr. Singelyn and the views of other Board members, the Committee increased 2021 base salaries for Mr. Corrigan to $600,000, for Mr. Smith to $475,000, for Mr. Lau to $475,000 and for Ms. Vogt-Lowell to $425,000.

 

 

Performance-based Incentive Bonuses—2021 Performance Metrics and Targets

The 2021 incentive plan targets established by the Committee in the first quarter of 2021 were:

 

NEO

  

Title

  

Target % of base salary   

David P. Singelyn

   Chief Executive Officer    200%

Jack Corrigan

   Chief Investment Officer    125%

Bryan Smith

   Chief Operating Officer    125%

Christopher C. Lau

   Chief Financial Officer    125%

Sara H. Vogt-Lowell

   Chief Legal Officer    125%

 

2021 performance-based incentive bonuses (the “Annual Incentive Plan” or “AIP”) were based 70% on a corporate metric and 30% on personal goals that were established for each NEO by the Committee in the first quarter of 2021.

 

    Corporate Metric: In the first quarter of 2021, the Committee set the corporate metric as growth in Core Funds from Operations. The Committee selected Core FFO as the corporate metric because it is a commonly used measure of real estate investment trust (“REIT”) performance by investors and it is a metric used for compensation purposes by the majority of our peer group.
    Personal Goals: The 2021 personal goals set for the NEOs are described below under “2021 Performance-based Cash Incentive Awards.”

Growth in Core FFO

The target Core FFO goal for 2021 was $1.25 per common share, a 7.8% increase over 2020 actual Core FFO per share. The threshold, target and maximum bonus payable at the targets set by the Committee are set forth below. In the event the result achieved was between target levels in the chart, the bonus paid is adjusted accordingly through linear interpolation.

 

 

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Committee Assessment of Achievement of 2021 Goals

2021 Performance-based Cash Incentive Awards

Corporate metric achievement (70% weighting)

The company achieved 2021 Core FFO per share of $1.3639, which exceeded the target of $1.25 by 9.1%. As a result, the Committee determined that each NEO earned 160.7% of his or her target for the Core FFO per share component of the award.

 

LOGO  

Core FFO per share (70% weighting)

 

Performance

Achievement

  Performance
(% Target)
    AIP Payout
(% Target)
    Performance   
(Core FFO per share)   
 

Maximum

    115     200   $1.438
 

Target

    100     100   $1.250
 

Threshold

    85     50   $1.063
 

Actual

    109.1     160.7   $1.3639
 

 

 

 

 

 

 

 

 

 

 

 

 

Individual goal achievement (30% weighting)

In addition to the achievement of the corporate metric, each NEO was also assessed on four individual goals related to: driving results for the company, diversity and inclusion, developing a succession plan for his or her function and advancing the company’s ESG program. The Committee determined that each NEO earned 100% of his or her target for individual goals component of the award, as set forth below.

In the first quarter of 2021, the Committee determined that Mr. Singelyn’s 2021 goals would be to (i) design and execute a strategic plan to further establish the company as the operational and growth leader in the single-family residential industry; (ii) promote the importance of diversity and inclusion for existing and new employees; (iii) meet with each other NEO to facilitate the achievement of their goals and development of succession plans; and (iv) enhance internal communications with employees.

In February 2022, the Committee reviewed Mr. Singelyn’s achievement of these goals and determined that he had earned 100% of his target for the individual goal portion of his 2021 performance-based cash incentive award. The Committee considered the following in making its determination:

 

    Mr. Singelyn’s implementation and execution of the company’s strategic plan to accelerate growth, which established the company as the largest builder of
   

single-family homes for rent and the 45th largest homebuilder in the country;

 

    Mr. Singelyn’s leadership in promoting the company’s diversity and inclusion initiatives, including the implementation of company-wide employee surveys which include questions on diversity and inclusion, his emphasis on the importance of diversity and inclusion at town halls and other internal communications, adoption of diversity training programs and the ongoing focus on gender pay equity analyses and related compensation adjustments;

 

    Mr. Singelyn’s development of succession plans with each of the other NEOs, including implementation of assessments for each functional area and a thorough evaluation of leadership bench strength; and

 

    Mr. Singelyn’s enhancements to internal company communications through in-person and virtual CEO town halls, company-wide employee surveys and employee engagement through virtual conferences and fireside chats.

The Committee followed a similar process of establishing individual goals and assessing results for our other NEOs. The Committee determined that Messrs. Corrigan, Smith and Lau and Ms. Vogt-Lowell each achieved 100% of their targets for the individual goal component of their respective 2021 performance-based cash incentive awards.

 

 

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The following table details the performance-based cash incentive award achieved for each NEO, as determined by the Committee:

 

   Cash-based Performance Award Achievement   David P.
Singelyn
    Jack
Corrigan
    Bryan
Smith
    Christopher
C. Lau
    Sara H.
Vogt-
Lowell
 
  %
Achieved
    %
Achieved
    %
Achieved
    %
Achieved
    %
Achieved
 

Core Funds from Operations (70% weighting)

    160.7     160.7     160.7     160.7     160.7

Individual Goals (30% weighting)

    100.0     100.0     100.0     100.0     100.0

Aggregate Payout %

    142.5     142.5     142.5     142.5     142.5

Aggregate Payout Amount

  $ 1,994,860     $ 1,068,675     $ 846,034     $ 846,034     $ 756,978  

2021 Equity Awards

The Committee believes equity awards help align management and shareholder interests by increasing the percentage of total compensation that consists of equity, supporting long-term value creation and promoting the retention and stability of our executive management team. In the first quarter of 2021, the Committee granted a mix of PSUs and time-based RSUs, with 60% of Mr. Singelyn’s grants being PSUs and 40% of grants to the other NEOs being PSUs. The PSUs have a three-year performance period tied to the achievement of both relative TSR (50%) and absolute Core FFO growth goals (50%), which were set in the first quarter of 2021 based on an assessment of historical Core FFO growth rates of companies in our peer group over a three-year period. Payouts on PSUs at achievement of threshold goals will be 50% of target and maximum achievement will be 200% of target. PSU payouts are linearly interpolated for performance between the threshold, target, and maximum performance goals. The company’s TSR performance will be compared to a group of companies that includes the benchmarking peer group and constituents in the FTSE NAREIT Residential Index. The time-based RSUs vest ratably in equal annual installments over three years.

 

PSU Payout Level

  

Relative TSR Performance

(50% weighting)

   Core FFO Growth Achieved (50%
weighting)

200%

   75th Percentile    Maximum achievement against absolute Core FFO growth goal based on historical peer group performance

100%

   50th Percentile    Target achievement against absolute Core FFO growth goal based on historical peer group performance

50%

   25th Percentile    Threshold achievement against absolute Core FFO growth goal based on historical peer group performance

 

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The Committee awarded the following grants of PSUs in January 2021: 34,121 to Mr. Singelyn; 18,956 to Mr. Corrigan; 14,965 to Mr. Lau; 14,965 to Mr. Smith; and 9,312 to Ms. Vogt-Lowell. The Committee also awarded the following grants of time-based RSUs in January 2021: 22,747 to Mr. Singelyn; 28,434 to Mr. Corrigan; 22,448 to Mr. Lau; 22,448 to Mr. Smith; and 13,968 to Ms. Vogt-Lowell. The Committee considered Mr. Singelyn’s recommendations in determining the grants to Messrs. Corrigan, Smith and Lau and Ms. Vogt-Lowell.

 

2021 Equity Award Mix

   CEO      Other NEOs  

PSUs

     60      40

RSUs

     40      60

2022 Compensation Outlook

 

In February 2022, the Committee, in consultation with its independent compensation consultant Semler Brossy, and taking into consideration the competitiveness of the company’s executive pay practices, approved the 2022 compensation program.

Base salaries: The Committee reviewed base salaries for 2022 and considered, among other things, a market analysis performed by Semler Brossy and, with respect to the executives that report to him, the recommendations of Mr. Singelyn. Following this review, the Committee approved increases in base salaries to $800,000 for Mr. Singelyn, $660,000 for Mr. Corrigan, $600,000 for Mr. Smith, $600,000 for Mr. Lau and $475,000 for Ms. Vogt-Lowell. In approving these increases, the Committee considered the strong performance of each NEO in recent years, each NEO’s contributions to the company’s strategic plan, the relative pay of each NEO compared to similar roles at competitors and peer companies and the intense competition for top talent in the real estate industry generally and in the single-family home rental sector in particular.

Performance-based cash incentive award: As in 2021, the 2022 performance-based cash incentive award for NEOs will depend 70% on the achievement of Core FFO goals and 30% on the achievement of leadership goals that will be tailored to individual roles, but generally include objectives related to business strategy, ESG, succession planning and

diversity and inclusion. The 2022 target award levels as a percentage of base salary are as follows: 200% for Mr. Singelyn, 150% for Mr. Corrigan, 150% for Mr. Smith, 150% for Mr. Lau and 125% for Ms. Vogt-Lowell.

Long-term performance and time-based equity incentives: The 2022 equity awards will consist of a mix of PSUs and time-based RSUs, with 60% of Mr. Singelyn’s and the other NEOs grants being PSUs. This is the same mix as in 2021 for Mr. Singelyn and a greater proportion of PSUs for the other NEOs, who received 40% of their equity grant in PSUs in 2021. The PSU design is unchanged from 2021. The PSUs have a three-year performance period tied to the achievement of both relative TSR (50%) and Core FFO growth goals (50%), which were set in the first quarter of 2022 based on the Core FFO performance of the company’s peer group over a three-year period. Payouts on PSUs at achievement of threshold goals will be 50% of target and maximum achievement will be 200% of target. The time-based RSUs will vest ratably over three years. The Committee awarded the following grants of PSUs in February 2022: 61,555 to Mr. Singelyn; 35,394 to Mr. Corrigan; 27,700 to Mr. Lau; 27,700 to Mr. Smith; and 14,620 to Ms. Vogt-Lowell. The Committee also awarded the following grants of time-based RSUs in February 2022: 41,036 to Mr. Singelyn; 23,596 to Mr. Corrigan; 18,466 to Mr. Lau; 18,466 to Mr. Smith; and 9,746 to Ms. Vogt-Lowell. The equity award mix between PSUs and RSUs is set forth in the table below.

 

 

2022 Equity Award Mix

   CEO      Other NEOs  

PSUs

     60      60

RSUs

     40      40

 

Severance and Change of Control Letter Agreements: The Committee, after consultation with its independent compensation consultant, approved severance and change of control letter agreements with each of the NEOs, which were entered into in February 2022 (the “Letter

Agreements”). The Letter Agreements reflect peer compensation practices to retain talented senior leaders, reduce the risk of legal disputes tied to NEO separations and also provide the company with additional non-competition and non-solicitation protections in the event of the

 

 

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departure of an NEO. The agreements provide each of the NEOs with specified severance benefits if they are terminated by the company without cause or resign for good reason, with enhanced benefits in a change in control. Any severance payment is conditioned upon obtaining a general releases of claims from the NEO. The Letter Agreements also provide for a one year non-competition period upon termination, applicable to our NEOs employed outside of California, and a one year non-solicitation period upon termination. In the event of a termination by the company without cause or a resignation for good reason absent a change in control, each NEO will receive a lump sum severance payment of 100% of his or her annual base salary and target bonus (200% for the Chief Executive Officer) and the cost of COBRA health coverage for up to 12 months (up to 24 months for the Chief Executive Officer) until he or she is eligible for the health coverage of a subsequent employer. In the event of a termination by the company or a resignation for good reason within two years of a change in control, each NEO will receive a lump sum severance payment of 200% of his or her annual base salary and target bonus (300% for the Chief Executive Officer) and the cost of COBRA health coverage for up to 24 months (up to 36 months for the Chief Executive Officer) until he or she is eligible for the health coverage of a subsequent employer. The Letter Agreements are not employment agreements and do not provide a guarantee of employment.

Role of Management and Board in Determining the Compensation of Executive Officers

Mr. Singelyn attends most meetings of the Committee. He does not vote on items before the Committee and is not present during the Committee’s discussions and determination concerning his compensation. The Committee solicits his views on the performance of the executive officers reporting to him and consider his recommendations for their compensation. For 2022, the Committee set base salaries, bonus and equity compensation for our NEOs, other than Mr. Singelyn, after considering the views of other Board members and Mr. Singelyn’s recommendations.

Role of Compensation Consultant

Semler Brossy serves as the Committee’s independent, third-party compensation consultant. The Committee considered Semler Brossy’s advice on a range of compensation matters, including its consideration of potential enhancements to the 2021 compensation program, benchmarking analysis of peer compensation practices and its recommendations for the 2022 compensation program, in each case as discussed in more detail throughout this CD&A.

Semler Brossy reports directly to the Committee and does not provide services to the company’s management that are not under the Committee’s purview. Since its engagement a representative of Semler Brossy has attended meetings of the Committee and will continue to do so upon request. The Committee annually considers all factors relevant to Semler Brossy’s independence, as required by the Committee’s charter. Based on this review, the Committee determined that Semler Brossy is independent and free of conflicts of interest.

Benchmarking Peer Group

The Committee monitors the effectiveness of our executive compensation programs at least annually. For the compensation programs to be effective, the Committee believes that the compensation practices of other public real estate companies with which we compete for talent is one tool in assessing and determining pay for our executive officers. Semler Brossy assists the Committee with these analyses. The Committee uses benchmarking for informational purposes only. The median (50th percentile) serves as a reference point and indicator of competitive market trends and the Committee uses it as the starting point when setting our executive compensation, but the Committee also considers a number of other factors, including skills, experience, performance and future potential of each executive.

 

 

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The company’s peer group, which is set forth in the following table, is based on similarities in industry sector, size (capitalization and assets) and underlying business fundamentals. As noted above, in the second half of 2020 the Committee, based on the recommendation of Semler Brossy, revised the companies in the peer group to better reflect similarly-sized REITs. There were no changes to the peer group in 2021.

 

Name

   Property Focus    Headquarters

American Campus Communities, Inc.

  

Student Housing & Student Apartments

  

Austin, TX

Brixmor Property Group, Inc

  

Open-air shopping centers

  

New York, NY

Camden Property Trust

  

Multi-family

  

Houston, TX

Douglas Emmett, Inc.

  

Class-A office Buildings and Apartment

  

Santa Monica, CA

Duke Realty

  

Industrial Properties

  

Indianapolis, IN

Essex Property Trust, Inc.

  

Multi-family

  

San Mateo, CA

Extra Space Storage, Inc.

  

Self-Storage Properties

  

Salt Lake City, UT

Federal Realty Investment Trust

  

Shopping Centers

  

North Bethesda, MD

Host Hotels & Resorts, Inc.

  

Hotels

  

Bethesda, MD

Hudson Pacific Properties, Inc.

  

Creative Office and Studio Properties

  

Los Angeles, CA

Invitation Homes

  

Single-family rental

  

Dallas, TX

Kilroy Realty Corporation

  

Premier Office Submarkets

  

Los Angeles, CA

Kimco Realty Corporation

  

Open-air shopping centers

  

Jericho, NY

MGM Growth Properties LLC

  

Large-Scale Destination Entertainment and Leisure Resorts

  

Las Vegas, NV

Mid-America Apartment Communities, Inc.

  

Multi-family

  

Germantown, TN

Park Hotels & Resorts, Inc.

  

Hotel Properties

  

Tysons, VA

Regency Centers Corporation

  

Open-air shopping centers

  

Jacksonville, FL

Sun Communities, Inc.

  

Manufactured Home and RV Communities

  

Southfield, MI

UDR, Inc.

  

Multi-family

  

Highlands Ranch, CO

Equity Grant Practices

 

Equity grants to all of our executive officers, including the NEOs, must be approved by the Committee, which consists entirely of independent trustees. Grants occur only at meetings or upon written actions of the Board or the Committee and are made effective as of the date of the meeting or written action or a future date if appropriate, such as in the case of a new hire. The Committee has

delegated limited authority to Mr. Singelyn to approve equity awards to employees who are not executive officers.

Equity awards are not timed in coordination with the release of material non-public information. Awards are also subject to the terms of the 2021 Equity Incentive Plan. All awards of RSUs granted to date to employees under the 2021 Equity Incentive Plan vest over several years.

 

 

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In general, the Committee considers equity awards for executive officers in connection with their annual performance review. In determining equity awards, our Committee considers, among other factors, input from other Board members and the independent compensation consultant, the company’s overall financial performance, operational achievements, including acquisitions and the recommendations of our Chief Executive Officer for the NEOs reporting to him.

Term of Employment

Each of our NEOs serves at the pleasure of our Board. We have not entered into employment agreements with any of our NEOs.

Retirement Savings Opportunities

All full-time employees, including our NEOs, are able to participate in a 401(k) Retirement Savings Plan (the “401(k) plan”), after a prescribed period of employment. We provide this plan to help our employees save for retirement in a tax efficient manner. Under the 401(k) plan, participating employees are eligible to defer a portion of their salary beginning the January 1 or July 1 that first follows the completion of six months of employment, and we, at our discretion, may make a matching contribution and/or a profit sharing contribution commencing six months after they are eligible to begin contributing to the 401(k) plan.

Health and Welfare Benefits

We provide to all full-time employees, including our NEOs, a competitive benefits package, which includes health and welfare benefits, such as medical, dental, short- and long-term disability insurance and life insurance benefits.

Tax and Accounting Considerations

Section 162(m) of the Code, as amended by the tax reform legislation known as the Tax Cuts and Jobs Act on December 22, 2017 (the “Tax Cuts and Jobs Act”) imposes a $1,000,000 limit on the annual deduction that may be claimed for compensation paid to each of the chief executive officer, the chief financial officer and certain other executive officers of the company (collectively, the “covered employees”). Certain compensation awarded prior to enactment of the Tax Cuts and Jobs Act may be excluded from the deduction limit under certain transition relief. The Internal Revenue Service has issued proposed regulation

under Section 162(m) of the Code that would cause Section 162(m) to apply to us and other REITs that utilize an UPREIT structure, which have previously taken the position that Section 162(m) does not apply. Pursuant to the final regulations, the annual deduction limit under Section 162(m) will apply to us with respect to compensation paid to our covered employees by our operating partnership after December 18, 2020, provided that certain compensation paid after that date may be excluded from the deduction limit if it is paid pursuant to a written binding contract that is in effect on December 20, 2019 and that is not materially modified. As a result of the final regulations, the company is currently evaluating arrangements under which covered employees are compensated to determine the impact of these final regulations on our compensation arrangements and our resulting REIT taxable income (and required distributions to shareholders).

While the Committee considers the tax and accounting impact of various forms of incentive compensation and compensation elements on the company’s financial statements, tax and accounting treatment is generally not the basis underlying the decision to award a particular form of compensation if the Committee deems the award the most appropriate incentive to achieve the company’s compensation goals.

Human Capital and Compensation Committee Report

The Human Capital and Compensation Committee of the Board of Trustees of American Homes 4 Rent has reviewed and discussed with management the foregoing Compensation Discussion and Analysis. Based on this review and discussion, the Human Capital and Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and in the Annual Report on Form 10-K of American Homes 4 Rent for the fiscal year ended December 31, 2021. This report is provided by the following independent trustees who comprise the Human Capital and Compensation Committee:

HUMAN CAPITAL AND COMPENSATION COMMITTEE

Matthew J. Hart, Chair

Douglas N. Benham

Tamara H. Gustavson

Michelle C. Kerrick

Winifred M. Webb

Matthew R. Zaist

 

 

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Summary Compensation Table

The following table provides compensation information for our NEOs, including our Chief Executive Officer, Chief Financial Officer and the three other most highly compensated executive officers who were employed on December 31, 2021.

 

Name and Principal Position

Year Salary
($)
Bonus
($)
Option
Awards
($)
Stock
Awards
($) (1)
Non-Equity
Incentive Plan
Compensation
($)
All Other
Compensation
($) (2)
Total ($)

David P. Singelyn

Chief Executive Officer

 

2021

 

700,000

 

 

 

1,872,600

 

1,994,860

 

24,600

 

4,592,060

 

2020

 

570,000

 

 

 

1,650,000

 

1,097,250

 

24,400

 

3,341,650

 

2019

 

550,000

 

 

 

 

903,375

 

23,700

 

1,477,075

Jack Corrigan

Chief Investment Officer

 

2021

 

600,000

 

 

 

1,515,300

 

1,068,675

 

18,100

 

3,202,075

 

2020

 

570,000

 

 

 

1,312,500

 

689,345

 

17,900

 

2,589,745

 

2019

 

525,000

 

 

 

 

676,594

 

17,450

 

1,219,044

Bryan Smith

Chief Operating Officer

 

2021

 

475,000

 

 

 

1,196,300

 

846,034

 

18,100

 

2,535,434

 

2020

 

450,000

 

 

 

937,500

 

545,119

 

17,650

 

1,950,269

 

2019

 

375,000

 

 

 

684,000

 

411,750

 

17,450

 

1,488,200

Christopher C. Lau

Chief Financial Officer

 

2021

 

475,000

 

 

 

1,196,300

 

846,034

 

11,600

 

2,528,934

 

2020

 

450,000

 

 

 

875,000

 

545,625

 

11,400

 

1,882,025

 

2019

 

350,000

 

 

 

684,000

 

376,600

 

11,200

 

1,421,800

Sara H. Vogt-Lowell

Chief Legal Officer

 

2021

 

425,000

 

 

 

744,400

 

756,978

 

11,600

 

1,937,978

 

2020

 

350,000

 

 

 

570,000

 

424,375

 

11,400

 

1,355,775

 

2019

 

285,000

 

 

 

547,200

 

229,996

 

11,200

 

1,073,396

(1) RSU awards valued at the closing share price on the NYSE of $30.07, $27.69 and $22.80 per share for Class A common shares on the date of grant for 2021, 2020 and 2019 grants, respectively. PSU awards valued at the grant date fair value are computed in accordance with FASB ASC Topic 718. The payout of the PSU awards will be between 0% and 200% of target based on the achievement of both Core FFO growth goals and TSR relative to a group of peer companies. The portion of PSU awards linked to Core FFO growth goals (50%) was valued at $30.07 per PSU award based on the closing share price on the NYSE on the grant date and assuming target level of performance. The portion of PSU awards linked to relative TSR (50%) was valued at $39.60 per PSU award based on a multifactor Monte Carlo model for the performance period of January 1, 2021 to December 31, 2023 using a valuation date share price of $30.07. Volatility and risk-free rate assumptions used in the multifactor Monte Carlo model are based on term structure. The following represents the aggregate grant date fair value for RSU awards and PSU awards granted in 2021 as well as the value of PSU awards at maximum vesting on the grant date.

 

 

 
2021 RSU Awards
($)
2021 PSU Awards
($)

Total of RSUs

and PSUs ($)

2021 PSU Awards
Maximum ($)

David P. Singelyn

  684,000   1,188,600   1,872,600   2,052,000

Jack Corrigan

  855,000   660,300   1,515,300   1,140,000

Bryan Smith

  675,000   521,300   1,196,300   900,000

Christopher C. Lau

  675,000   521,300   1,196,300   900,000

Sara H. Vogt-Lowell

  420,000   324,400   744,400   560,000

(2) All Other Compensation consists of car allowance payments of $13,000, $13,000 and $12,500 for Mr. Singelyn, $6,500, $6,500 and $6,250 for Mr. Corrigan and $6,500, $6,250 and $6,250 for Mr. Smith for 2021, 2020 and 2019, respectively, and 401(k) plan contributions by the company of $11,600 to each NEO for 2021, $11,400 for 2020 and $11,200 for 2019.

 

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Grants of Plan Based Awards

The following table sets forth certain information relating to grants of plan based awards to the NEOs during the fiscal year ended December 31, 2021.

 

   

 

Estimated Future Payouts Under
Non-Equity Incentive Plan Awards

 

 

Estimated Future Payouts Under
Equity Incentive Plan Awards

All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)
Grant
Date Fair
Value of
Stock
and
Option
Awards
($) (2)

 

Name

 

 

Grant
Date

 

 

Threshold
($) (1)

 

 

Target

($) (1)

 

 

Maximum
($) (1)

 

 

 

 

Threshold
($) (1)

 

 

Target
($) (1)

 

 

Maximum
($) (1)

 

David P. Singelyn

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RSU Award

  1/28/2021      

 

 

 

        22,747   684,000

PSU Award

  1/28/2021      

 

 

 

  513,000   1,026,000   2,052,000   34,121   1,188,600

Annual Incentive

      1,400,000   2,380,000

 

 

 

         

Jack Corrigan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RSU Award

  1/28/2021      

 

 

 

        28,434   855,000

PSU Award

  1/28/2021      

 

 

 

  285,000   570,000   1,140,000   18,956   660,300

Annual Incentive

      750,000   1,275,000

 

 

 

         

Bryan Smith

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RSU Award

  1/28/2021      

 

 

 

        22,448   675,000

PSU Award

  1/28/2021      

 

 

 

  225,000   450,000   900,000   14,965   521,300

Annual Incentive

      593,750   1,009,375

 

 

 

         

Christopher C. Lau

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RSU Award

  1/28/2021      

 

 

 

        22,448   675,000

PSU Award

  1/28/2021      

 

 

 

  225,000   450,000   900,000   14,965   521,300

Annual Incentive

      593,750   1,009,375

 

 

 

         

Sara H. Vogt-Lowell

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RSU Award

  1/28/2021      

 

 

 

        13,968   420,000

PSU Award

  1/28/2021      

 

 

 

  140,000   280,000   560,000   9,312   324,400

Annual Incentive

      531,250   903,125

 

 

 

         

(1) The amounts shown in these columns represent the range of possible incentive payouts based upon achievement of performance targets.

(2) Amounts reflect the fair value of RSUs and PSUs computed as of the grant date. For RSUs, the fair value is computed by multiplying the number of RSUs awarded by the fair market value of the company’s Class A common shares on the grant date. For PSUs, the fair value of the portion of awards linked to Core FFO growth goals is computed by multiplying the number of these PSU awards by the fair market value of the company’s Class A common shares on the grant date while the fair value of the portion of awards linked to TSR relative to a group of peer companies is computed by multiplying the number of these PSU awards by the grant date fair value of $39.60 per share based on a multifactor Monte Carlo model.

 

2022 Proxy Statement | 51


Table of Contents

Outstanding Equity Awards at Fiscal Year End

The following table sets forth information for each NEO with respect to the outstanding unvested equity awards as of the fiscal year ended December 31, 2021.

 

    Option Awards Stock Awards

Name

Grant
Date
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) (1)
Number of
Securities
Underlying
Unexercised
Options
Un-Exercisable
(#) (1)

Option
Exercise
Price

($)

Option
Expiration
Dates
Number
of
Shares
or Units
of
Stock
that
Have
Not
Vested
(#) (2)
Market
Value of
Shares or
Units of
Stock
that
Have Not
Vested
($) (3)
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Units
That
Have Not
Vested
(#) (4)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Units
That
Have Not
Vested
($) (3)

David P. Singelyn

  2/4/2020           39,726   1,732,451    

 

  1/28/2021           22,747   991,997    

 

  1/28/2021               51,182   2,232,047

Jack Corrigan

  2/4/2020           31,600   1,378,076    

 

  1/28/2021           28,434   1,240,007    

 

  1/28/2021