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A Message from Our Chairperson
TO THE SHAREHOLDERS OF
Dear AMH shareholders:
AMERICAN HOMES 4 RENTAs I transition out of my role as Chairperson of the Board this year, I want to personally thank you for your support and confidence in our ongoing mission to simplify the way America lives. After 10 years of serving on the Board, and as one of its original members, I feel tremendously proud of what we have achieved together.
March 23, 2018Our company started with one goal: to improve the experience of leasing a home. We accomplished this by offering residents an option that had not existed before—the professionally managed single-family rental home. In 2017, when we established our development program, we pioneered a new way to advance this goal by adding quality rental stock, purpose-built with durable, energy-efficient materials, to an undersupplied housing market.
DearSince 2012, we have transformed the real estate sector by proving a business model historically thought to be unscalable. Over the last decade, we have demonstrated our innovative leadership in the industry, our financial resilience throughout economic cycles, and our sustainable approach to long-term growth.
Today, we are recognized as a top national homebuilder and operator that is contributing solutions to America’s greatest housing challenges, and providing a reliable, flexible alternative to residents across the country. Ten years after our initial public offering, we have grown from a team of about 160 employees to approximately 1,800, and a portfolio of 14,000 homes to nearly 59,000.
In 2022, we delivered more than 2,000 homes, opened our 130th community, and purchased or optioned over 3,000 additional land lots, bolstering a robust pipeline and runway of growth into 2023 and beyond. We closed the year with revenues of nearly $1.5 billion and an increase in core funds from operations per share of 13% over the prior year.
We also served approximately 200,000 residents in over 20 states, who continue to put their trust in us to provide an elevated rental experience. And we advanced our commitment to the environment, to corporate governance,
and to social responsibility, in service—too—of a greener and brighter future for American Homes 4 Rent Shareholder:housing.
Now, supported by this robust foundation, AMH is uniquely positioned to continue leading the industry into its next chapter by focusing on the fundamentals it has long stood for: providing a path for households to access single-family living, meeting growing demand with steady supply, and delivering peace of mind to our residents, as well as to our employees and you, our investors.
In order to continue making a positive impact into the future, we ask for your voting support on the proposals detailed in this proxy statement. We encourage you to review each proposal closely before voting.
This year, we are once again hosting our Annual Meeting of Shareholders virtually. On behalf of the Board of Trustees, of American Homes 4 Rent, I am pleased to invite you to our 2018 Annual Meeting of Shareholders. The meetingjoin us on Tuesday, May 9, 2023, at 9:00 a.m., Pacific Time, virtually or by proxy. You will be held on Thursday, May 3, 2018, at 10:00 a.m., local time, at our office located at 30601 Agoura Road, Suite 200, Agoura Hills, California 91301. You may attendable to participate, vote your shares electronically and submit your questions during the meeting in person or by proxy.
The matters to be considered at the meeting are described in detail in the attached notice of meeting and proxy statement. You are encouraged to review them before voting.
visiting: www.virtualshareholdermeeting.com/AMH2023. Your vote is important and we urge you to cast your voteit as soon as possible. You may vote your shares over the Internet,online, by telephone or if you elect to receive printed proxy materials, byvia mail by following the instructions on the proxy card or voting instruction cardform by signing, dating and returning the enclosed proxy card. If you attend the meeting,virtual Annual Meeting, you may withdrawrevoke your proxy at the meeting and vote your shares in person from the floor.virtually.
We appreciate your continued trust and confidence as an investor in American Homes 4 Rent.Sincerely,
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Kenneth M. Woolley
Chairperson of the Board
March 24, 2023
AMERICAN HOMES 4 RENT
30601 Agoura Road, Suite 200
Agoura Hills, California 91301A Message from Our CEO
NOTICEOFTHE 2018 ANNUAL MEETINGOF SHAREHOLDERSDear AMH shareholders:
This year marks a big milestone for us. We are celebrating ten years as a public company dedicated to redefining what it means to make a home yours. Throughout economic cycles and volatile markets, we have remained resilient and steadfast in our mission to deliver the joys of single-family living to residents nationwide, with support and convenience they can count on.
Since our origins, we have believed that people who want to live in a home deserve a better option. They deserve more flexibility than being locked into a 30-year mortgage. They deserve to sleep more soundly at night, without worrying about looming property taxes or expensive repairs. Buying a home may not be right for everyone. But everyone should be able to live in one, comfortably.
We also believe that, when it comes to leasing a home, the choices have not always been ideal. Faced with unreliable landlords, poorly maintained properties, remote locations, and high-density neighborhoods, among many other challenges, home renters in the U.S. have never had it easy. And that is where we come in.
In 2012, we set out to make leasing a high-quality home simpler for residents nationwide. For the past decade, we have worked to simplify their world, so that they can focus on what really matters to them, wherever they are in life.
Today, we manage over 60,000 rentals in attractive locations nationwide, home to approximately 200,000 people. We provide online tools and solutions to make finding and living in a home they love as seamless as possible. We offer professional management and maintenance services, so they can enjoy their weekends stress-free.
As the 41st largest homebuilder in the nation, we also develop new communities and neighborhoods that add housing supply during an ongoing shortage, and are thoughtfully designed to support their comfort, wellness, and sense of belonging.
More than ever, Americans are looking to us to find desirable homes that they can access, in the regions where they want to live and work. In turn, we are meeting them with reliable solutions to their housing needs, delivering peace of mind amid widespread uncertainty.
And we are doing it all with care, for our residents, as well as each other, and the planet we collectively share.
Since last year’s report, we opened our first solar-enabled community, conducted a formal climate change risk analysis to better mitigate our environmental impact, established six Employee Resource Groups, implemented a corporate social
responsibility platform to connect employees with nonprofit and volunteer opportunities in their communities, and supported a planned affordable housing development through a charitable donation.
As a result of our continued sustainability efforts, we were recently named one of America’s Most Responsible Companies by Newsweek and Statista Inc. and a Great Place To Work® for the second year in a row, as well as one of Fortune’s 2022 Best Workplaces in Real Estate™ on its inaugural list. Guided by our values of making it simple, caring about people, and holding ourselves accountable, we have earned recognition for doing business sustainably, being socially responsible, and providing a service to our customers with integrity.
Now, in our second decade as a leading housing provider, we have updated our brand to reflect the journey that has brought us here. To reflect the simplicity that we strive to deliver to our residents’ lives daily. To reflect the innovative spirit of our origins and of the team that has made it all possible. To reflect our heritage and our vision of better housing in America, one with more possibilities, choices, and freedoms.
Today, we do much more than just rent homes. We work to improve people’s lives. And our new brand, under the simplified look, feel, and name of AMH, represents our renewed commitment to serving our customers by making their worlds a little easier and brighter every day, wherever they choose to call home.
As we continue our journey, we remain committed to being a resilient, sustainable, and inclusive organization to earn the trust of those who rely on us—and delivering lasting value to you, our shareholders, as well as our residents and employees. And we look forward to unveiling new ways to bring our original mission to life: new offerings and services to elevate the experience of home, new technologies to remove friction from the customer experience, and new solutions to make single-family living more accessible to more people.
The 2018future of housing in America is bright with opportunity. And AMH will continue to be there every step of the way to build it better.
Sincerely,
David P. Singelyn
Chief Executive Officer and Trustee
March 24, 2023
Notice of the 2023 Annual Meeting of Shareholders of American Homes 4 Rent, a Maryland real estate investment trust, will be held at the time and place and for the purposes indicated below.
 | Date and Time Tuesday, May 9, 2023 at |  | Virtual Location Visit: | |||||||
Items of Business
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| To elect | ||||
2 | To ratify the Audit Committee’s appointment of Ernst & Young LLP as | |||
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4 | To consider and act upon any other matters as may properly come before the | |||
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Stephanie HeimRecommendations of the Board
Executive Vice President- CounselThe 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 & Assistant SecretaryYoung 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: https://investors.amh.com/financials/annual-reports. The proxy statement and accompanying proxy card are being sent or made available to you on or about March 23, 201824, 2023.
Record Date
You are entitled to vote at the meeting if you were a shareholder of record at the close of business on March 13, 2023 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.
2023 Proxy Statement
TABLEOF CONTENTSBy Order of the Board of Trustees,
Sara H. Vogt-Lowell
Chief Legal Officer and Secretary
March 24, 2023
Important Notice Regarding Availability of Proxy Materials for the 2023 Annual Meeting on May 9, 2023: This Proxy Statement and our 2022 Annual Report on Form 10-K are available on the company’s website www.amh.com under “Investor Relations.”
2023 Proxy Statement
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2023 Proxy Statement
In 2022, we were named the 41st largest homebuilder in the U.S. by Builder100. |
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* See pages 30 to 39 and 46 to 47 of our Annual Report on Form 10-K for a detailed discussion of our financial results for 2022, as well as information regarding Core FFO and Core NOI, which are non-GAAP performance measures.
2023 Proxy Statement | 1
Building for the Future
Because we build our homes to rent, we design them for long-term durability. Building communities at scale saves resources and lowers our total costs. Our attention to detail in planning and construction results in homes that function with excellent energy efficiency and minimal maintenance costs, benefitting all stakeholders. Our renewable energy initiatives are steps toward addressing lower GHG emissions across the portfolio.
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 2022, the average HERS index for our newly constructed homes was 61.9, which means they use nearly 38.1% 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.
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.
Renewable energy program:
We expanded our renewable energy program by installing solar panels on an additional community amenity center and on the roofs of all 86 homes across a newly built community.
Environmental Management System (“EMS”):
In 2022, we completed implementation of an EMS for our AMH Development homebuilding operations to help ensure we identify, monitor and reduce our environmental risks and impacts.
2023 Proxy Statement | 3
We Care About People
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.
 | Diversity, equity and inclusion: In 2022, we launched six Employee Resource Groups to provide networking opportunities and raise cultural awareness. We continued to champion diversity, equity, and inclusion through our Valuing Differences training program, designed to cultivate a culture of belonging, as well as other new initiatives to reduce the potential for bias in our hiring practices. |
 | Workplace safety: We conducted a company-wide health and safety assessment in 2022, which led to numerous improvements, including refreshing our Injury Illness Protection Plan for all employees. Our OSHA Recordable Incident Rate is 2.4, which is below the rate of 3.7 for the Lessors of Residential Buildings and Dwellings sector, according to the latest available Bureau of Labor Statistics data for 2021. |
 | Training and development: We expanded our leadership and technical skills training programs, including through our new AMH DevPro Training for all construction project managers to ensure they embrace the long-term owner mindset of build-to-rent construction. Additionally, in 2022 we launched our company-wide employee tuition reimbursement program. |
 | Resident support: In addition to monitoring Google review scores and conducting regular internal surveys, we conducted our second third-party customer satisfaction survey. As a result of our first survey in 2021, we addressed the opportunities identified to make living in our homes as simple as possible. The second survey in 2022 helped inform how we are doing in achieving this goal and set reference benchmarks in customer engagement for our company and our industry. |
2022 training highlights | ||||
hours of training provided | 51 average hours of training | |||
4 | AMH
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 belief: 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 since 2020 6.9YRS average tenure of trustees SASB, TCFD, GRI ESG framework reporting | |||||
 | 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. | |||||
 | 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 6.9 years, and our Trustee Retirement Policy provides 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 the new Board term. | |||||
 | Board oversight of ESG: 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. | |||||
 | 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. | |||||
Annual Meeting Information
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 3, 2018
This proxy statement contains important information regarding our 2018the 2023 Annual Meeting of Shareholders (the “2018 Annual“Annual Meeting” or “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 23, 2018.24, 2023.
Matters to be votedProxy Materials
The Notice of Meeting, Proxy Statement and Annual Report on at the 2018 Annual MeetingForm 10-K are available free of charge at:
As described in this proxy statement, shareholders will vote on the following matters at the 2018 Annual Meeting:https://investors.amh.com/financials/annual-reports.
Board recommendations:Our Board unanimously recommends that you vote “FOR” each of the nine nominees for trustee and “FOR” Proposals 2 and 3.Information
These proposalsDate and Time: Tuesday, May 9, 2023, at 9:00 a.m., Pacific Time.
Virtual Location: www.virtualshareholdermeeting.com/AMH2023. To be admitted, you must enter the control number found on your proxy card or voting instruction form.
Record Date: You 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 beforeentitled to vote at the Annual Meeting if you were a shareholder of record at the close of business on March 13, 2023 (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 adjournment or postponementtime prior to its exercise at the Annual Meeting by following the instructions in the accompanying proxy statement.
How to Cast Your Vote
 VIRTUALLY |  INTERNET |  MAIL |  TELEPHONE | |||
www.virtualshare holdermeeting.com/ AMH2023 | www.proxyvote.com | Return your proxy in the postage-paid envelope provided | 1-800-690-6903 | |||
| You may vote your shares virtually at the Annual Meeting. Even if you plan to attend the Annual Meeting virtually, we recommend that you submit the accompanying proxy card or voting instruction form or vote via the Internet or by telephone by the applicable deadline so that your vote will be counted if you later decide not to attend the Annual Meeting. | You may vote your shares through the Internet by signing on to the website identified on the proxy card or voting instruction form and following the procedures described on the website. Internet voting is available 24 hours a day until 11:59 p.m. Eastern Time on the day before the Annual Meeting. If you vote through the Internet, you should not return any proxy card. | If you choose to vote by mail, simply complete the accompanying proxy card or voting instruction form, date and sign it, and return it in the pre-addressed postage-paid envelope provided. | You may vote your shares by telephone by following the voting instructions on the enclosed proxy card or voting instruction form, respectively. Telephone voting is available 24 hours a day until 11:59 p.m. Eastern Time on the day before the Annual Meeting. | |||
6 | AMH
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 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 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. |
Unanimous Recommendations of the Annual Meeting.Board
1 | Election of the Twelve 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, 2023 | 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. |
2023 Proxy Statement | 7
PROPOSAL 1Virtual Meeting Matters
The Annual Meeting will be held in virtual-only format. 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/AMH2023.
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.
ELECTION OF TRUSTEESLive, Online Q&A
Our TrusteesAs 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.amh.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.
8 | AMH
Who We Are
Our Board currently consists of nine members identified below, fivethirteen members. Eleven of whomthe current trustees are considered “independent” within the meaningand all members of the listing standards of the NYSE.
Upon the recommendation of our Audit Committee, Nominating and Corporate Governance Committee and Human Capital and Compensation Committee are independent. Mr. Woolley, our Chairperson of the Board, will retire from our Board hasas of the 2023 Annual Meeting pursuant to our Trustee Retirement Policy, which provides that no trustee will be nominated each of our nine incumbent trustees forre-election election to the Board to serve for aone-year term beginning withunless he or she will be 75 or younger on the 2018first day of the new Board term. Mr. Hart, an independent trustee, will assume the role of Chairperson following the 2023 Annual Meeting, or until their successors, if any, are elected or appointed. Each nominee has consented to be named in this proxy statement and to serve if elected.Meeting.
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 have an appreciation ofappreciate the issues facing the company, a willingness to devote the necessary time to boardBoard duties, a commitment to representing the best interestsinterest 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.
Trustee Nominees:The Board unanimously recommends a vote “FOR” each of the twelve nominees proposed by the Board.
Nominee | Age | Principal Occupation | Trustee Since | Current Committees | ||||
Matthew J. Hart * | 71 | Incoming Chairperson of the Board, AMH Retired President and Chief Operating Officer, Hilton Hotels Corporation | 2012 | • Human Capital and Compensation (Chair) • Nominating and Corporate Governance | ||||
David P. Singelyn | 61 | Chief Executive Officer, AMH | 2012 |
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Douglas N. Benham * | 66 | President and Chief Executive Officer, DNB Advisors, LLC | 2016 | • Nominating and Corporate Governance (Chair) • Human Capital and Compensation | ||||
Jack Corrigan | 62 | Retired Chief Investment Officer, AMH | 2012 |
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David Goldberg * | 73 | Retired Executive Vice President, AMH Former Senior Vice President and General Counsel, Public Storage | 2019 |
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Tamara H. Gustavson * | 61 | Real Estate Investor
Philanthropist | 2016 |
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Michelle C. Kerrick * | 60 | Former West Region Market Leader and Managing Partner, Deloitte & Touche LLP | 2020 | • Audit • Human Capital and Compensation | ||||
James H. Kropp * | 74 | Retired Chief Investment Officer, SLKW Investments LLC and Microproperties LLC | 2012 | • Audit (Chair) | ||||
Lynn C. Swann * | 71 | Director for Apollo Global Management, Inc. and Evoqua Water Technologies | 2020 | • Audit • Nominating and Corporate Governance | ||||
Winifred M. Webb * | 65 | Founder, Kestrel Advisors Former Senior Executive, Ticketmaster, and The Walt Disney Company | 2019 | • Human Capital and Compensation • Nominating and Corporate Governance | ||||
Jay Willoughby * | 64 | Chief Investment Officer, TIFF Investment Management | 2019 | • Audit • Nominating and Corporate Governance | ||||
Matthew R. Zaist * | 48 | Chief Executive Officer, The New Home Company | 2020 | • Audit • Human Capital and Compensation | ||||
* Denotes “independent” member of the Board.
| Nominee | Age | Principal Occupation | Trustee since | Committee Membership | ||||||
B. Wayne Hughes | 84 | Founder and Chairman of the Board, American Homes 4 Rent | 2012 | |||||||
David P. Singelyn | 56 | Chief Executive Officer, American Homes 4 Rent | 2012 | |||||||
John “Jack” Corrigan | 57 | Chief Operating Officer, American Homes 4 Rent | 2012 | |||||||
Dann V. Angeloff | 82 | President, The Angeloff Company | 2012 | Nominating and Corporate Governance (Chair) | ||||||
Douglas N. Benham | 61 | President and Chief Executive Officer, DNB Advisors, LLC | 2016 | Compensation Nominating and Corporate Governance | ||||||
Tamara Hughes Gustavson | 56 | Real Estate Investor; Philanthropist | 2016 | |||||||
Matthew J. Hart | 65 | Retired President and Chief Operating Officer, Hilton Hotels Corporation | 2012 | Audit Compensation | ||||||
James H. Kropp | 69 | Chief Investment Officer, SLKW Investments LLC | 2012 | Audit (Chair) Nominating and Corporate Governance | ||||||
Kenneth M. Woolley | 71 | Founder and Executive Chairman, Extra Space Storage, Inc. | 2012 | Compensation (Chair) Audit | ||||||
2023 Proxy Statement | 11
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.
Matthew J. Hart Age: 71 Trustee since: 2012 Independent Committees • Human Capital and Compensation (Chair) • Nominating and Corporate Governance | Incoming Chairperson of the Board, AMH Retired President and Chief Operating Officer, Hilton Hotels Corporation Mr. Hart brings to our Board deep management, operational, executive compensation, corporate governance and real estate industry experience from his executive roles at a number of publicly traded real estate and consumer companies. His experience, qualifications, attributes, and skills qualify him to serve as chair of our Human Capital and Compensation Committee, a member of our Nominating and Corporate Governance Committee and a member of our Board. | |||
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) | 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 • Capital Markets | |||
David P. Age: 61 Trustee since: 2012 | Chief Executive Officer, AMH Mr. Singelyn has more than three decades of experience leading residential and commercial real estate firms, including serving as the co-founder and chief executive officer of AMH. Under his leadership, the company has grown into a leading provider of single-family rentals with nearly 60,000 homes. His experience, qualifications, attributes, and skills qualify him to serve as a member of our Board. | |||
Background • AMH, 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 (Audit and Computer Audit functions) • Certified Public Accountant (inactive) | 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 • Public Company Board | |||
12 | AMH
Douglas N. Age: 66 Trustee since: 2016 Independent Committees • Nominating and Corporate Governance (Chair) • Human Capital and | President and Chief Executive Officer, DNB Advisors, LLC Mr. Benham has extensive management, corporate governance, executive and employee compensation and consumer products experience as a leader of restaurant businesses. His experience, qualifications, attributes, and skills qualify him to serve as chair of our Nominating and Corporate Governance committee, a member of our Human Capital and Compensation Committee and as a member of our Board. | |||
Background • DNB Advisors, LLC, President and Chief Executive Officer (since 2006) • Bob Evans Farms, LLC, Executive Chair of the Board • Arby’s Restaurant Group, Inc., President and Chief Executive Officer • RTM Restaurant Group, Inc., Chief Financial Officer | Education • B.A. 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 • Philanthropic Activities | |||
Jack Corrigan Age: 62 Trustee since: 2012 | Retired Chief Investment Officer, AMH Mr. Corrigan has deep expertise in the residential and commercial real estate sectors, managing large-scale property portfolios, and he was the architect of our AMH Development homebuilding arm. His experience, qualifications, attributes, and skills qualify him to serve as a member of our Board. | |||
Background • AMH, Chief Investment Officer (2012-2022), Chief Operating Officer (2012-2019) • American Homes 4 Rent Advisor, LLC (our former manager), Chief Operating Officer • A&H Property and Investments, Chief Executive Officer • PS Business Parks Inc. (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 | |||
2023 Proxy Statement | 13
David Goldberg Age: 73 Trustee since: 2019 Independent | Retired Executive Vice President, AMH Former Senior Vice President and General Counsel, Public Storage Mr. Goldberg brings to our Board expertise in management and legal matters including corporate governance, securities, capital markets and risk management for public and private real estate companies. His experience, qualifications, attributes, and skills qualify him to serve as a member of our Board. | |||
Background • AMH, Executive Vice President (2012-2019) • American Commercial Equities, 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 | 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 | |||
Tamara H. Gustavson Age: 61 Trustee since: 2016 Independent | Real Estate Investor Philanthropist Ms. Gustavson brings to our Board expertise in management, public relations, corporate governance and industry experience from her leadership roles at publicly traded real estate companies as both an executive and board member. Her experience, qualifications, attributes, and skills qualify her to serve as a member of our Board. | |||
Background • American Commercial Equities, Member (since 2005) • Public Storage (NYSE: PSA), Senior Vice President-Administration Public Directorships • Public Storage (NYSE: PSA) (since 2008) | Education • B.S. in Public Affairs, University of Southern California Qualification Highlights: • Executive Leadership • Real Estate Experience • Human Capital Management • Corporate Governance • Public Company Board • Public Company Senior Management Experience • Consumer Experience • Philanthropic Activities | |||
14 | AMH
Michelle C. Age: 60 Trustee since: 2020 Independent Committees • Audit • Human Capital and Compensation | Former West Region Market Leader and Managing Partner, Deloitte Ms. Kerrick has deep expertise in finance and accounting, risk management and corporate governance developed over a 35-year career with a leading public accounting firm. She also brings corporate governance expertise from her service at two other publicly traded companies. Ms. Kerrick qualifies as an audit committee financial expert under SEC rules. Her experience, qualifications, attributes, and skills qualify her to serve as a member of our Audit and Human Capital and Compensation Committees and as a member of our Board. | |||
Background • Deloitte, West Region Market Leader (2019 and 2020), Managing Partner – Los Angeles (2010-2020), other positions (1985-2010) Public Directorships • The Beauty Health Company (NASDAQ: SKIN) (since 2021) • LDH Growth Corp I (NASDAQ: LDHA) (since 2021) | Education • B.S. in Accountancy, Northern Arizona University Qualification Highlights: • Executive Leadership • Real Estate Experience • Finance/Accounting/Auditing • Human Capital Management • Consumer Experience • Corporate Governance • Risk Assessment & Management • Technology • Public Company Board • Audit Committee | |||
James H. Kropp Age: 74 Trustee since: 2012 Independent Committees • Audit (Chair) | Retired Chief Investment Officer, SLKW Investments, LLC and Microproperties LLC Mr. Kropp is a seasoned executive, public company director and accounting expert who brings significant real estate industry, capital allocation and risk management expertise to our Board. He also qualifies as an audit committee financial expert under SEC rules. His experience, qualifications, attributes, and skills qualify him to serve as chair of our Audit Committee and as a member of our Board. | |||
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 (1973-1979) Public Directorships • FS KKR Capital Trust (NYSE: FSK) (since 2018) • KKR RE Select Trust (NASDAQ: KRSTX) (since 2021) • Lead Independent Director PS Business Parks Inc. (formerly NYSE: PSB) (retired in April 2021) | 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 | |||
2023 Proxy Statement | 15
Lynn C. Swann Age: 71 Trustee since: 2020 Independent Committees • Audit • Nominating and Corporate Governance | Director for Apollo Global Management and Evoqua Water Technologies Mr. Swann is an experienced public company director of both a leading asset manager and a water technology company, which allow him to contribute valuable perspectives on corporate governance, risk management, technology and ESG matters. His experience, qualifications, attributes, and skills qualify him to serve as a member of our Audit and Nominating and Corporate Governance Committees and as a member of our Board. | |||
Background • Swann, Inc., President (since 1976) Public Directorships • Apollo Global Management, Inc. (NYSE: APO) (since 2022) • 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 • Audit Committee • Government Affairs/Regulatory • Philanthropic Activities | |||
Winifred M. Age: 65 Trustee since: 2019 Independent Committees • Human Capital and Compensation • Nominating and Corporate Governance | Founder, Kestrel Advisors Former Senior Executive, Ticketmaster, and The Walt Disney Company Ms. Webb brings more than three decades of experience as a seasoned executive of several of the largest entertainment companies in the country and a director of public companies with significant real estate interests. Her executive leadership experience encompasses expertise in human capital management, ESG and investor relations. Her experience, qualifications, attributes, and skills qualify her to serve as a member of our Human Capital and Compensation and Nominating and Corporate Governance Committees and as a member of our Board. | |||
Background • Kestrel Advisors, Founder (since 2013) • Tennenbaum Capital Partners, Managing Director • Ticketmaster Entertainment, Corporate Senior Vice President, Chief Communications & Investor Relations Officer • The Walt Disney Company, Corporate Senior Vice President of Investor Relations & Shareholder Services, Executive Director for The Walt Disney Company Foundation Public Directorships • AppFolio (NASDAQ: APPF) (since 2019) • Wynn Resorts (NASDAQ: WYNN) (since 2018) • ABM Industries (NYSE: ABM) (since 2014) | Education • B.A., Smith College (with honors) • M.B.A., Harvard University Qualification Highlights: • Executive Leadership • Real Estate Experience • Finance/Accounting/Auditing • Consumer Experience • 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 • Philanthropic Activities | |||
16 | AMH
Jay Willoughby Age: 64 Trustee since: 2019 Independent Committees • Audit • Nominating and Corporate Governance | Chief Investment Officer, TIFF Investment Management Mr. Willoughby is an accomplished investment manager and brings deep executive, finance, risk management, capital allocation and ESG experience to our Board. His experience, qualifications, attributes, and skills qualify him to serve as a member of our Audit and Nominating and Corporate Governance Committees and as a member of our Board. | |||
Background • TIFF Investment Management, Chief Investment Officer (since 2015) • The Alaska Permanent Fund, Chief Investment Officer • Ironbound Capital Management, Co-Managing Partner • MLIM Equity Funds, Chief Investment Officer, Head of Research • Merrill Lynch Real Estate Fund, Senior Portfolio Manager | Education • B.A., Pomona College • M.B.A. 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 • Financial Literacy • Capital Markets | |||
Matthew R. Zaist Age: 48 Trustee since: 2020 Independent Committees • Audit • Human Capital and Compensation | Chief Executive Officer, The New Home Company Mr. Zaist is a seasoned chief executive of home builders with hands-on expertise in a critical part of our business. His responsibilities at the companies he has led have included oversight of financial statements, risk management and executive compensation matters. Mr. Zaist qualifies as an audit committee financial expert under SEC rules. His experience, qualifications, attributes, and skills qualify him to serve as a member of our Audit and Human Capital and Compensation Committees and as a member of our Board. | |||
Background • 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) | 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 • ESG | |||
2023 Proxy Statement | 17
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.
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Matthew J. Hart | ● | ● | ● | ● | ● | ● | ● | ● |
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David P. Singelyn | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | |||||||||||
Douglas N. Benham | ● | ● | ● | ● | ● | ● | ● | ● | ● |
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Jack Corrigan | ● |
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David Goldberg | ● | ● |
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Tamara H. Gustavson | ● | ● |
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Michelle C. Kerrick | ● | ● |
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James H. Kropp | ● | ● | ● | ● | ● |
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Lynn C. Swann | ● | ● |
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Winifred M. Webb | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ||||||||||||
Jay Willoughby | ● | ● | ● | ● |
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Matthew R. Zaist | ● | ● | ● | ● | ● | ● | ● | ● | ● |
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18 | AMH
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 (i.e., Rooney Rule).
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2023 Proxy Statement | 19
Biographical Information about our Trustee Nominees
Set forth below is biographical information for each of the trustee nominees.
B. Wayne Hughes—Mr. Hughes, age 84, is a founder of the company and has served as ourNon-Executive Chairman since October 2012. In June 2011, Mr. Hughesco-founded American Homes 4 Rent (“AH LLC”), a private company formed to capitalize on the dislocation in thesingle-family home market and an affiliate of the company. In 1972, Mr. Hughes founded Public Storage (NYSE: PSA), one of the nation’s largest real estate investment trusts, where he served as a trustee from 1980 to 2012 and retired as Chief Executive Officer in November 2002. In 2006, Mr. Hughes founded ACE, a real estate management company with 62 retail and office properties across California and Hawaii. Mr. Hughes earned a B.A. in Business from the University of Southern California and is qualified to serve as a trustee of the company due to his more than 40 years of real estate, financial and operational expertise, including the organization of Public Storage in 1972 and its management until 2002. Mr. Hughes is the father of Tamara Hughes Gustavson, who serves as a trustee of the Board.
David P. Singelyn—Mr. Singelyn, age 56, has served as a trustee of the company and our Chief Executive Officer since October 2012. Mr. Singelynco-founded AH LLC with Mr. Hughes in June 2011 and served as the Chief Executive Officer of American Homes 4 Rent Advisor, LLC, our former manager, until the company internalized its senior management on June 10, 2013. From 2003 through April 2013, Mr. Singelyn was Chairman and President of Public Storage Canada, a real estate company previously listed on the Toronto Stock Exchange, where he built a management team that restructured the operations of Public Storage Canada, including building an operations team and installing accounting and operating computer systems. In 2010, Mr. Singelyn facilitated the restructuring of the ownership entity that was traded on the Toronto stock exchange resulting in Public Storage Canada “going private.” In 2005, Mr. Singelyn, along with Mr. Hughes, founded ACE, and he now serves as aco-manager of ACE. Mr. Singelyn is also a director of the William Lawrence and Blanche Hughes Foundation, anon-profit organization dedicated to research of pediatric cancer. Mr. Singelyn served as the Treasurer for Public Storage, from 1989 through 2003, where he was responsible for equity capital raising, debt issuances, corporate cash management and financial management for Public Storage and its subsidiary operations. During his tenure, and with his involvement, Public Storage raised funds through the public and institutional marketplaces, including from several state pensions. Mr. Singelyn started his career at Arthur Young and Company (now a part of Ernst & Young, LLP) and also served as Controller of Winchell’s Donut Houses where he was responsible for all accounting functions. Mr. Singelyn earned a B.S. in Accounting and a B.S. in Computer Information Systems from California Polytechnic University—Pomona. He is also a member of the Dean’s Advisory Council of California State Polytechnic University, Pomona – College of Business. Mr. Singelyn is qualified to serve as a Trustee due to his extensive real estate, financial and operational experience with private and public companies.
John “Jack” Corrigan—Mr. Corrigan, age 57, has served as a trustee of the company and our Chief Operating Officer since October 2012. From November 2011 until our internalization of senior management in June 2013, Mr. Corrigan was the Chief Operating Officer of American Homes 4 Rent Advisor, LLC, our former manager. From 2006 to 2011, Mr. Corrigan was the Chief Executive Officer of A & H Property and Investments, a full-service leasing and property management company in Los Angeles County with a portfolio of residential, retail, industrial and office properties where he was responsible for acquisitions, dispositions, development, financing and management operations. Mr. Corrigan served as Chief Financial Officer of PS Business Parks Inc. (NYSE: PSB), apublicly-traded REIT specializing in office and industrial properties throughout the United States, from 1998 to 2004. Prior to his tenure at PS Business Parks, Mr. Corrigan was a partner in the accounting firm of LaRue,
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Corrigan & McCormick where he was responsible for the audit and consulting practice of that firm. Mr. Corrigan started his career at Arthur Young and Company (now a part of Ernst & Young, LLP) and later served as Vice President and Controller of Storage Equities, Inc. (a predecessor entity to Public Storage). Mr. Corrigan earned a B.S. in Accounting from Loyola Marymount University. Mr. Corrigan is qualified to serve as a trustee of the company due to his extensive real estate, financial and operational experience with public and private companies.
Dann V. Angeloff—Mr. Angeloff, age 82, is Chairman of the Nominating and Corporate Governance Committee and has served as a trustee of the company since November 2012. Mr. Angeloff founded The Angeloff Company in 1976. The company is a corporate financial advisory firm advising top management of small andmid-sized companies in the areas of capital sourcing,merger-acquisition and other financial services and Mr. Angeloff has served as its President. He is and has been active in the capital markets as an investment banker and corporate financial advisor for over 50 years and has been responsible for over 80 financial transactions with a major emphasis in initial public offerings. He currently serves on the board of Electronic Recyclers International, Inc. Within the last five years, Mr. Angeloff has served on the following boards: Bjurman, Barry Fund, Inc.,Nicholas-Applegate Growth Equity Fund, Public Storage and SoftBrands, Inc. Mr. Angeloff received a B.S. in Finance and an M.B.A. in Finance from the University of Southern California. Mr. Angeloff is qualified to serve as a trustee of the Company due to his investment banking background and knowledge of capital markets and his public company board experience. In addition, he is one of the founders of the National Association of Corporate Directors, or NACD, and former Chairman and President and currently Founding Chairman of the Southern California NACD Chapter and brings his extensive knowledge of corporate governance practices to our Board and to our Nominating and Corporate Governance Committee.
Douglas N. Benham—Mr. Benham, age 61, is a member of the Compensation Committee and the Nominating and Corporate Governance Committee and joined the Board in March 2016. He was appointed to the Board in connection with the company’s merger with American Residential Properties, Inc. He is the President and Chief Executive Officer of DNB Advisors, LLC, a restaurant industry consulting firm, and served as President and Chief Executive Officer of Arby’s Restaurant Group, Inc. from 2004 to 2006. From 1989 until 2003, Mr. Benham was Chief Financial Officer and, from 1997 until 2003, served on the Board of Directors, of RTM Restaurant Group, Inc., an Arby’s franchisee. Currently, Mr. Benham also serves as a director of CNL Healthcare Properties II, Inc., anon-traded public real estate investment trust. He formerly served as a director of American Residential Properties, Inc. until its acquisition in 2016, as Chairman of the Board and Executive Chair of Bob Evans Farms, Inc. until its acquisition in 2018, as a director of the Global Income Trust, anon-traded public real estate investment trust, until its acquisition in 2015, as a director of Sonic Corp. (NASDAQ: SONC) until 2014, and as a director of O’Charley’s Inc. until its acquisition in 2012. He received a B.A. in Accounting from the University of West Florida. Mr. Benham is qualified to serve as a trustee of the company because of his experience as a senior executive officer at, and consultant to, various business enterprises, his experience as a board member of other publicly traded companies and his expertise in accounting and finance.
Tamara Hughes Gustavson—Ms. Gustavson, age 56, joined the Board in August 2016. She is also a real estate investor and philanthropist and has been a member of the Public Storage Board since November 2008. She was previously employed by Public Storage from 1983 to 2003, serving most recently as Senior Vice President – Administration. During the past five years, Ms. Gustavson has been supervising her personal business investments and engaged in charitable activities. Ms. Gustavson also serves on the Board of Trustees of the William Lawrence and Blanche Hughes Foundation and the Board of Trustees of the University of Southern California. Ms. Gustavson is our largest individual shareholder and a member of the family of B. Wayne Hughes (the Hughes Family) that collectively
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Matthew J. Hart | |||||||||||||||
owns approximately 12% of the Company’s common shares. She is the daughter of B. Wayne Hughes, Chairman of the Board of American Homes 4 Rent. Ms. Gustavson is qualified to serve as a trustee of the company due to her extensive real estate, financial and operational experience with private and public companies.
Matthew J. Hart—Mr. Hart, age 65, is a member of the Audit Committee and the Compensation Committee and presides over the executive sessions of the Board. He joined the Board in November 2012. Mr. Hart served as President and Chief Operating Officer of Hilton Hotels Corporation, or Hilton, a global hospitality company, from May 2004 until the buyout of Hilton by a private equity firm in October 2007. He also served as Executive Vice President and Chief Financial Officer of Hilton from 1996 to 2004. Prior to joining Hilton, Mr. Hart served as the Senior Vice President and Treasurer of the Walt Disney Company, Executive Vice President and Chief Financial Officer for Host Marriott Corp., Senior Vice President and Treasurer for Marriott Corporation and Vice President, Corporate Lending, for Bankers Trust Company. Mr. Hart currently serves on the board of directors of American Airlines Group, Inc. (NASDAQ: AAL) and Air Lease Corporation (NYSE: AL). Mr. Hart was also a director of US Airways Group, Inc. until it merged with American Airlines, Inc. in December 2013 and was a director of B. Riley Financial, Inc. until November 2015. Mr. Hart received a B.A. in Economics and Sociology from Vanderbilt University and an M.B.A. in Finance and Marketing from Columbia University. Mr. Hart is qualified to serve as a trustee of the company due to his financial expertise, risk management and real estate experience, extensive experience as a senior operating and finance executive in developing strategies for large public companies, his mergers and acquisitions experience, and his service as a public company director.
James H. Kropp—Mr. Kropp, age 69, is Chairman of the Audit Committee and a member of the Nominating and Corporate Governance Committee and has served as a trustee of the company since November 2012. Since 2009, Mr. Kropp has been the Chief Investment Officer of SLKW Investments LLC, a family investment office. Since 2012, he has been Chief Financial Officer of Microproperties LLC, an investor and asset manager of net leased restaurant properties. From 2009 until its sale in February 2012, he served as Interim CFO of TaxEase LLC, a tax lien finance company. Since 1998, Mr. Kropp has served as a director of PS Business Parks Inc., and is the Chair of its Compensation Committee and a member of its Nominating/Corporate Governance Committee. Since its founding in 2011, he has been a director of Corporate Capital Trust, a registered investment company, and Chair of its Audit Committee and a member of its Nominating/Corporate Governance Committee, positions he has also held at its affiliate, Corporate Capital Trust II, since its founding in 2015. Mr. Kropp earned a B.B.A. in Finance from St. Francis College. He was licensed as a CPA while at Arthur Young and Company (now a part of Ernst & Young, LLP). Mr. Kropp is qualified to serve as a trustee of the company due to his knowledge of investment banking and capital markets, specializing in real estate securities, his extensive experience with real estate businesses, including other real estate investment trusts, and his experience as a member of several public company boards.
Kenneth M. Woolley—Mr. Woolley, age 71, is Chairman of the Compensation Committee and a member of the Audit Committee and has served as a trustee since November 2012. He is the founder of Extra Space Storage, Inc. (NYSE: EXR), or Extra Space, aself-storage real estate investment trust, and he currently serves as its Executive Chairman. He served as Chairman and Chief Executive Officer of Extra Space from its inception in 2004 through March 2009 and was formerly Chief Executive Officer of Extra Space’s predecessor. From 1994 to 2002, he was an active participant on Storage USA’s Advisory Board. From 1983 to 1989, he acted as a preferred developer for Public Storage, Inc. Mr. Woolley has also developed over 13,000 apartment units in 40 projects and acquired over 15,000 apartment units in the past 25 years and is the founder of several companies in the retail, electronics, food manufacturing, airline and natural resources industries. Mr. Woolley received a B.A. in Physics from Brigham Young
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University and an M.B.A. and Ph.D. in Business Administration from Stanford University, Graduate School of Business. Mr. Woolley is qualified to serve as a trustee of the company due to his extensive experience with public companies, including his executive experience with Extra Space, and experience withmulti-family properties.
Our Board unanimously recommends that you vote “FOR” all nine nominees for trustee for aone-year term.
Corporate Governance Framework
The framework of our corporate governance includes the following documents adopted by our Board to govern corporate governance and Board and Board committee structure, function and conduct:
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 each available on the company’s website,www.americanhomes4rent.com under the tab “For Investors.” A copy of each may be obtained by sending a written request to the company’s Investor Relations Department, American Homes 4 Rent, 30601 Agoura Road, Suite 200, Agoura Hills, California 91301, or submitting an information request under the tab “For Investors” 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 New York Stock Exchange (“NYSE”) requirements.
We have separate individuals serving as Chairman of the Board and as Chief Executive Officer. B. Wayne Hughes serves as ourNon-Executive Chairman. David P. Singelyn serves as Chief Executive Officer and is responsible for theday-to-day management and profitable growth of the company.
Although the positions are currently held by separate individuals, the company does not have a policy against one individual holding the position of Chairman and Chief Executive Officer. Rather, the Board evaluates the desirability of having combined or separate roles for the Chairman and Chief Executive Officer fromtime-to-time and adopts a structure based on what it believes is in the best interests of the company and its shareholders. Currently, the Board believes that having a separate Chairman and Chief Executive Officer serves the interests of the company and its shareholders well.
The Board has also established a position of independent presiding trustee, to provide for an independent leadership role on the Board. The independent presiding trustee, who must be one of the independent trustees, presides at meetings of allnon-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 anynon-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
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Douglas N. Benham | ● | ● | |||||||||||||
Jack Corrigan | ● | ● | |||||||||||||
David Goldberg | ● | ● | |||||||||||||
Tamara H. Gustavson | ● | ● | |||||||||||||
Michelle C. Kerrick | ● | ● | |||||||||||||
James H. Kropp | ● | ● | |||||||||||||
Lynn C. Swann | ● | ● | |||||||||||||
Winifred M. Webb | ● | ● | |||||||||||||
Jay Willoughby | ● | ● | |||||||||||||
Kenneth M. Woolley | ● | ● | |||||||||||||
Matthew R. Zaist | ● | ● | |||||||||||||
other membersBoard Composition. Our Board currently consists of management present. The independent presiding trusteethirteen members. Upon the recommendation of these sessionsour 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.
Other than Mr. Woolley, who is appointedretiring from our Board after the 2023 Annual Meeting pursuant to our Trustee Retirement Policy, each of our current trustees was nominated by the independentBoard 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 annually for aone-year term expiring atretire or leave the next annual meeting. Matthew J. Hart has been appointedBoard, as well as ensuring that the independent presiding trustee for meetingscomposition of thenon-management trustees until the 2018 Annual Meeting.
Board Responsibilities and Oversight of Risk Management
Theour Board is responsible for overseeingsystematically refreshed to maintain the company’s approachdesired mix of skills, experience, independence and diversity to major riskssupport our strategic direction and our 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.operating environment.
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. For example, the Audit Committee assists with the Board’s oversightAmong other aspects of the integrity ofsuccession planning and refreshment process, our financial statements,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 qualifications, independencetrustee nomination and performance of our independent registered public accounting firmselection process is provided below in “Identifying and the performance of our internal audit function. Pursuant to its charter, the Audit Committee also considers our policies with respect to risk assessment and risk management. In addition, the Audit Committee reviews various potential areas of financial risk in detail on a regular basis. The Compensation Committee oversees the compensation of our Chief Executive Officer and other executive officers and evaluates the appropriate compensation incentives to motivate senior management to growlong-term shareholder returns without undue risk taking.Evaluating Nominees for Trustee.”
The Board committees also hear reports from the members of management to enable each committee to understand and discuss risk identification and risk management. The chair of each of the Board’s standing committees reports on the discussion to the full Board at the next Board meeting. All trustees have access to members of management in the event a trustee wishes to follow up on items discussed outside the Board meeting.20 | AMH
Trustee Independence
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 NYSENew York Stock Exchange (“NYSE”). Our Board is approximately 85% independent and assuming our Board continuestrustee nominees are elected, approximately 83% of our trustees will continue to comply with that requirement. Ourmeet these independence standards. To promote open discussion among non-management trustees, our non-management and independent trustees meetdevote a portion of each regularly inscheduled Board meeting to executive sessions without members of management present, generally following each regularly scheduled Board meeting.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 2018,2023, the Nominating and Corporate Governance Committee recommended to the Board and the Board determined that (1) each member of the Board, other than B. Wayne Hughes, Tamara Hughes Gustavson, David P. Singelyn and JohnJack Corrigan, 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:
Our Board has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each of these committees consists of 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 that can be viewed on our website at www.americanhomes4rent.com under the tab “For Investors.” A print copy will be provided to any shareholder who requests a copy by writing to the company’s Secretary at American Homes 4 Rent, 30601 Agoura Road, Suite 200, Agoura Hills, California 91301, or submitting an information request under the tab “For Investors” on the company’s website.
Our three standing committees are described below, and the current committee members and number of meetings held in 2017 are as follows:
| Trustee | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | |||
Dann V. Angeloff | Chair | |||||
Matthew J. Hart | Member | Member | ||||
James H. Kropp | Chair | Member | ||||
Douglas N. Benham | Member | Member | ||||
Kenneth M. Woolley | Member | Chair | ||||
Number of meetings in 2017: | 4 | 1 | 4 |
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 ofRule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Board has also determined that each member of our Audit Committee qualifies as an “audit committee financial expert” under SEC rules and regulations. The Audit Committee’s principal functions consist of overseeing:
Compensation Committee. The Compensation Committee’s principal functions consist of supporting the Board in fulfilling its oversight responsibilities relating to the following:
During 2017, the Compensation Committee made all compensation decisions for our executive officers, including the named executive officers, as set forth in the Summary Compensation Table below.
Compensation Committee Interlocks and Insider Participation.None of our current 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 Compensation Committee.
Oversight of Compensation Risks.In February 2018, the Compensation Committee considered a report from management concerning its review of potential risks related to compensation policies and practices of all employees of the company. During its review, the 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 Compensation Committee’s consideration, members of our senior management team, including our Chief Executive Officer, Chief Operating Officer, Chief Legal Officer and Vice President of Human Resources, reviewed each of the company’s executive compensation programs, focusing on employee incentive compensation plans. At the completion of the review, management and the 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 achievelong-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:
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 presentation, 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 access the many educational resources of that organization.
Our Board has established a compensation program for ournon-management trustees that includes a mix of cash and equity compensation. The Compensation Committee annually evaluates the adequacy of the trustee compensation program.
Retainers.Pursuant to this compensation program, we pay the following compensation to each of our independent trustees:
We also reimburse our independent trustees for reasonableout-of-pocket expenses incurred in the performance of their duties as trustees, including without limitation, travel expenses in connection with their attendancein-person at Board and committee meetings. Trustees who are employees do not receive any compensation for their services as trustees.
Equity Awards. Eachnon-management trustee receives an annual share option grant to acquire 10,000 Class A common shares and newnon-management trustees receive an initial option grant to acquire 10,000 Class A common shares with a grant price set at the closing price on the NYSE of the company’s Class A common shares on the date of grant. The option vests in four equal annual installments beginning one year from the date of grant.
The following table presents information relating to the total compensation of ournon-employee trustees for the fiscal year ended December 31, 2017. Messrs. Hughes, Singelyn and Corrigan did not receive any compensation for their services as trustees in 2017. Mr. Singelyn’s compensation as our Chief Executive Officer is described beginning on page 31. Mr. Corrigan receives compensation as an executive officer of the company.
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Total ($) | |||||||||
B. Wayne Hughes | — | — | — | |||||||||
David P. Singelyn | — | — | — | |||||||||
John Corrigan | — | — | — | |||||||||
Dann V. Angeloff | $ | 82,500 | $ | 38,210 | $ | 120,710 | ||||||
Douglas N. Benham | $ | 75,000 | $ | 38,210 | $ | 113,210 | ||||||
Tamara Hughes Gustavson | $ | 75,000 | $ | 38,210 | $ | 113,210 | ||||||
Matthew J. Hart | $ | 75,000 | $ | 38,210 | $ | 113,210 | ||||||
James H. Kropp | $ | 85,000 | $ | 38,210 | $ | 123,210 | ||||||
Kenneth M. Woolley | $ | 82,500 | $ | 38,210 | $ | 120,710 | ||||||
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, thenon-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 2017, the Board held five meetings and the Board committees held nine meetings. During 2017, all trustees attended 100% of the meetings held by the Board and all committees of the Board on which each trustee served. Eight of the company’s nine trustees attended the 2017 Annual Meeting. Trustees are encouraged, but not required, to attend the 2018 Annual Meeting.
Policy. To encourage refreshment of the Board, in February 2018, the Board approvedhas adopted a mandatory retirement agepolicy for trustees of 75, excluding the company’s founder, B. Wayne Hughes.trustees. The policy provides in relevant part that effective with the 2019 Annual Meeting, no trustee other than Mr. Hughes, 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, strategy, industry, management and corporate governance policies and practices. We provide continuing education for all trustees through board materials and presentations, including presentations by third-party experts, discussions with management, and the opportunity to attend external board education programs. For example, recent Board presentations by third-party experts have covered human capital management and government relations. 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.
Consideration of Candidates for Trustee
Shareholder recommendations.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 below under “Identifying and Evaluating Nominees for Trustees.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 our bylaws, and should be addressed to the Secretary at American Homes 4 Rent, 30601 Agouraour principal executive offices at AMH, 280 Pilot Road, Suite 200, Agoura Hills, California 91301.Las Vegas, Nevada 89119. Recommendations for consideration at the 20192023 Annual Meeting of Shareholders should be submitted within the time frame described in this proxy statement under “Deadlines for Receiptreceipt of Shareholder Proposals” on page 43.shareholder proposals.”
Trustee Qualifications.Members of the Board shouldshall have the highest personal and professional integrity, shall have demonstrated exceptional ability and judgment and shall be mosthighly effective, in conjunction with the other nominees to the Board, in serving thelong-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 the independence determination, the determination of whether a candidate qualifies as an audit“audit committee financial expertexpert” and other proxy disclosure matters and must satisfactorily complete a background investigation by athird-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 currentmake-up of the Board. This
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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 committeescommittee meetings, track record of the Board;
ThereWe 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, and theCommittee. 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 (i.e., Rooney Rule).
The Board recognizes the importance of diversity in the boardroom and plans to continue to follow the corporate
Rooney Rule when conducting searches for future trustee nominees. The Board intends to increase the representation of women and underrepresented communities as it considers board refreshment in the coming years, particularly as members of our Board reach our retirement age.
Identifying and Evaluating Nominees for Trustee.The company was formed, and seven of the nine current Board members were first elected, in 2012. Ms. Gustavson and Mr. Benham were first elected to the Board in 2016. The Nominating and Corporate Governance Committee expects to utilize a variety of methods for identifying and evaluating new 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.
As described above, theThe 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.
CommunicationsThe 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.
22 | AMH
How We Are Organized
Our Board is led by the Chairperson, Kenneth M. Woolley, an independent trustee. When Mr. Woolley retires from the Board as of the 2023 Annual Meeting, Mr. Hart, an independent trustee, will assume the role of Chairperson.
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. Mr. Hart’s prior experience as a former president, chief operating officer and chief financial officer of several large public companies and his extensive public company board service will be particularly valuable in his role as Chairperson following the 2023 Annual Meeting. 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. If in the future the Board, after considering facts and circumstances at that time, appoints the Chief Executive Officer as Chairperson of the Board, we will promptly publicly disclose the appointment.
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.amh.com under “Investor Relations.” A copy of each may be obtained by sending a written request to the company’s Investor Relations Department at AMH, 280 Pilot Road, Las Vegas, Nevada 89119, or submitting an information request under “Investor Relations” on the company’s website.
Our three standing committees are described below, and the committee members and number of meetings held in 2022 are as follows:
Trustee | Audit Committee | Human Capital and Compensation Committee | Nominating and Governance Committee | |||
Matthew J. Hart (incoming Chairperson of the Board) |
| Chair | Member | |||
Douglas N. Benham |
| Member | Chair | |||
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 2022: | 4 | 4 | 4 | |||
2023 Proxy Statement | 23
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. 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 2022, 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 2022, 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 2023 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 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
24 | AMH
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 2023, 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; |
| • | overseeing management’s efforts and activities with respect to our overall ESG program; and |
| • | overseeing the company’s political activities and contributions, charitable contributions and other public policy matters. |
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-pledging, 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 |
2023 Proxy Statement | 25
| • | Related Party Transaction Policy |
| • | Share Ownership Policy |
| • | Public Policy and Political Engagement Policy |
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.amh.com under “Investor Relations.” A copy of each may be obtained by sending a written request to the company’s Investor Relations Department at AMH, 280 Pilot Road, Las Vegas, Nevada 89119, 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 and may bring items pertinent to the advisory and monitoring functions of the Board to the full Board for review and/or decision; (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; (6) may, along with other Board members, engage in communications with shareholders and other stakeholders, including at our annual meetings; (7) regularly engages with the Chief Executive Officer, chairs of Board committees, and other members of the Board regarding issues related to Board structure; and (8) 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 2022, the Board held six meetings and the Board committees held twelve meetings. During 2022, 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 attended the virtual 2022 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. For that reason, our Corporate Governance Guidelines include restrictions on our trustees serving on other public company boards. 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 oversees the Company’s risk management and has delegated to the Audit Committee the responsibility to assist the Board with oversight of the Company’s overall risk profile, including the Company’s risk assessment, risk management and risk mitigation policies and programs. The Audit Committee regularly receives presentations (generally quarterly) from management on areas of risk facing our business and the Audit Committee, in turn, regularly reports to the Board on these matters. Members of our legal and finance teams that have primary responsibility for our public disclosures, including risk disclosures, attend these meetings. The Audit Committee and Board consider short-term, medium-term and long-term risks in exercising their oversight responsibilities and consider the immediacy of the risk is assessing mitigation strategies. The Audit Committee
26 | AMH
and Board consult with outside advisors and experts on risk matters when necessary.
In addition, the Board is further assisted in its risk oversight responsibilities by the standing Board committees, which have assigned areas of oversight responsibility for various matters as described in the Board committee charters and as provided in the NYSE rules. These oversight responsibilities are summarized below.
Board
| • | Overall oversight of the risk management process |
| • | Development of business strategy and major resource allocation |
| • | Leadership of management succession planning |
| • | Business conduct and compliance oversight |
| • | Receipt of regular reports from Board committees on specific risk oversight responsibilities |
Board Committees
Audit Committee Oversight of Risk | Human Capital and Compensation Committee Oversight of Risk | Nominating and Corporate Governance Committee Oversight of Risk | ||
• 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 our political activities and contributions, charitable contributions and other public policy matters • 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 |
2023 Proxy Statement | 27
Risk Areas
| Strategic |  | Operational |  | Financial |  | Legal, Regulatory and Compliance | |||||||
• Reputation • Market Dynamics • Acquisitions and • 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, which consists solely of independent trustees, and whose chair has information security experience, 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, particularly for IT procurement.
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, assessing the materiality of any cybersecurity incidents, 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. Third party IT vendors are also subject to additional diligence such as questionnaires, inquiries, and potentially relevant certifications.
To help further 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. We continue to strengthen our authentication mechanisms including broad adoption of multi-factor authentication and geolocation-based blocking.
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.
28 | AMH
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. Costs associated with potential future security incidents may be material, whether from investigations, regulatory penalties, or litigation. These costs continue to grow under recently enacting privacy laws, and judicial decisions. In the event of a material information security incident we have cyber insurance to offset potential expenses, though the coverage may not be adequate and there are deductibles and carve-outs we would be subject to.
Public Policy and Political Engagement
Our Nominating and Corporate Governance Committee oversees the company’s public policy and political engagement activities, including political contributions. In order to facilitate informed decision-making and accountability with respect to the company’s political and charitable contributions, the Nominating and Corporate Governance Committee has adopted a Public Policy and Political Engagement Policy that applies to contributions or expenditures of corporate funds to various political entities (including political candidates and parties and political action committees). The policy provides that political contributions by the company must adhere to all applicable laws and regulations and be made in a manner consistent with the company’s core values and to enhance shareholder value, without regard to the personal political preferences of company officers or trustees. The policy requires that all such expenditures be reported to the Nominating and Corporate Governance Committee. We also maintain a political action committee (“PAC”) that is registered with the Federal Election Commission. The PAC makes political contributions on a bipartisan basis to political parties, political committees and candidates that support policies and positions important to the company. The contributions made by the PAC are not funded by corporate funds but are fully funded by voluntary contributions made by company leaders.
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 2022, 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 2023.
The company providesalso 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 2022, on the date of the Annual Meeting, each non-management trustee received an award of restricted share units (“RSUs”) with a value of $125,000 as determined by the closing price on the NYSE of the company’s Class A common shares on the date of grant. Awards for new trustees and the annual grants to non-management trustees vest in full one year from the date of grant. There are no changes to the non-management trustee equity awards for 2023.
Trustee Compensation Table. The following table presents information relating to the total compensation of our non-employee trustees for the fiscal year ended December 31, 2022.
2023 Proxy Statement | 29
Messrs. Singelyn and Corrigan did not receive any compensation for their services as trustees in 2022. Mr. Singelyn’s compensation as our Chief Executive Officer and Mr. Corrigan’s compensation as our former Chief Investment Officer and as a consultant to the company are described in the “Executive Compensation” section below.
Name | Paid in Cash ($) | Stock Awards ($) (1)(2) | Total ($) | |||||||||
Matthew J. Hart | $ | 92,500 | $ | 125,000 | $ | 217,500 | ||||||
Douglas N. Benham | $ | 92,500 | $ | 125,000 | $ | 217,500 | ||||||
David Goldberg | $ | 75,000 | $ | 125,000 | $ | 200,000 | ||||||
Tamara H. Gustavson | $ | 76,250 | $ | 125,000 | $ | 201,250 | ||||||
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 | ||||||
Kenneth M. Woolley | $ | 125,000 | $ | 125,000 | $ | 250,000 | ||||||
Matthew R. Zaist | $ | 87,500 | $ | 125,000 | $ | 212,500 | ||||||
(1) RSU awards valued at the closing share price on the NYSE of $38.30 per share for Class A common shares on May 3, 2022, 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, 2022, each non-management trustee had the following number of options outstanding: Messrs. Hart, Kropp and Woolley each held a total of 50,000, which are fully vested and exercisable; Ms. Gustavson and Mr. Benham each held a total of 30,000, which are fully vested and exercisable; Ms. Webb and Mr. Willoughby each held a total of 10,000, of which 7,500 are fully vested and exercisable. In addition, as of December 31, 2022, each non-management trustee held a total of 3,264 RSUs which vest in full on May 3, 2023.
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.
All of our trustees are in compliance with the policy. If a non-management trustee is ever 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.
30 | AMH
How You Can Communicate With Us
We value and actively solicit feedback from our shareholders. During fiscal year 2022, management met with approximately 240 institutional investors at virtual conferences, non-deal roadshows and industry calls.
We encourage all shareholders to contact our investor relations team with any questions or comments by:
| EMAIL | WEBSITE | MAIL | TELEPHONE | |||
investors@amh.com | Visit www.amh.com under “Investor Relations” | Write to Attn: Investor Relations 280 Pilot Road | Call (855) 794-2447 | |||
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 by which shareholdersfor managing communications to the Board and interested parties may communicate with the Board.individual trustees. Any shareholder communication to the Board should be addressed to: Board of Trustees, c/o Corporate Secretary, American Homes 4 Rent, 30601 AgouraAMH, 280 Pilot Road, Suite 200, Agoura Hills, California 91301.Las Vegas, Nevada 89119. 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).
2023 Proxy Statement | 31
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee is responsible for appointing the company’s independent registered public accounting firm. Ernst & Young LLP (EY)(“EY”) was first appointed as the company’s initial independent registered public accounting firm in August 2016 to audit the financial statements of the company for the year ended December 31, 2016. In February 2018,2023, the Audit Committeere-appointed EY to serve as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2018,2023, subject to ratification of the appointment by the company’s shareholders. The Board believes that the selection of EY is in the best interestsinterest 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 2018 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.
The following table shows the fees billed to the company by EY for audit and other services provided for fiscal years 20172022 and 2016:2021:
| 2022 | 2021 | |||||||||||||||
| 2017 | 2016 (4) | |||||||||||||||
Audit fees (1) | $ | 1,710,746 | $ | 1,286,756 | $ | 1,720,788 |
| $ | 1,499,284 |
| ||||||
Audit-related fees (2) | $ | 100,400 | $ | 167,500 | ||||||||||||
Tax fees (3) | $ | — | $ | 259,000 | ||||||||||||
Audit-related fees |
| – |
|
| – |
| ||||||||||
Tax fees |
| – |
|
| – |
| ||||||||||
All other fees | $ | — | $ | — |
| – |
|
| – |
| ||||||
Total | $ | 1,811,146 | $ | 1,713,256 | $ | 1,720,788 |
| $ | 1,499,284 |
| ||||||
(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, reviews of the interim financial statements included in the company’s quarterly reports on Form 10-Q, professional services related to the company’s registration statements, securities offerings and related SEC correspondence, and audits of certain of the company’s subsidiaries and unconsolidated joint ventures.
Auditor Independence.Independence: The Audit Committee has determined that the provision of thenon-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.Firm: The Audit Committee has adopted an Audit andNon-Audit ServicesPre-Approval Policy relating to services performed by the company’s independent registered public accounting firm. Pursuant to the Audit andNon-Audit ServicesPre-Approval Policy, all audit and permissiblenon-audit services must be separatelypre-approved by the Audit Committee. The Audit Committee has delegated authority to its ChairmanChairperson to specificallypre-approve engagements for the performance of audit and permissiblenon-audit services, for which the estimated cost for all such services shall not exceed $200,000 prior to reporting suchpre-approved
engagements to the Audit Committee. The ChairmanChairperson must report allpre-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 Committeepre-approved all services performed by EY during 2017,2022, including those listed in the previous table.table above.
Audit Committee Report
The Board unanimously recommends that you vote “FOR” the ratification of the appointment of Ernst & Young, LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.
The Audit Committee’s responsibilities include appointing the company’s independent registered public accounting firm,pre-approving audit andnon-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 onForm 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 firmthe matters required to be discussed by PCAOB Auditing Standard No. 1301 (Communication with Audit Committees), as modified or supplemented.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 ofnon-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, 2017.2022. 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 onForm 10-K for the year ended December 31, 20172022 for filing with the Securities and Exchange Commission.SEC. The Audit Committee also approved the appointment of Ernst & Young, LLPEY as the company’s independent registered public accountants for the fiscal year ending December 31, 20182023 and recommended that the Board submit this appointment to the company’s shareholders for ratification at the 2018 Annual Meeting.
THE AUDIT COMMITTEE
James H. Kropp, Chair
Michelle C. Kerrick
Lynn C. Swann
Jay Willoughby
Matthew J. HartR. Zaist
Kenneth M. Woolley
2023 Proxy Statement | 35
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 March 1, 2017 except as otherwise indicated.December 31, 2022.
| 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(1) | Percentage of All Common Shares and OP Units Beneficially Owned(2) | ||||||||||||
Blackrock, Inc. | 16,554,031 | 16,554,031 | 5.77 | % | 4.84 | % | ||||||||||
The Vanguard Group | 38,678,914 | 38,678,914 | 13.49 | % | 11.30 | % | ||||||||||
FMR LLC | 19,288,203 | 19,288,203 | 6.73 | % | 5.64 | % | ||||||||||
Tamara Hughes Gustavson | 14,256,351 | (6) | 14,256,351 | (6) | 4.97 | % | 4.17 | % | ||||||||
B. Wayne Hughes | 13,559,936 | 13,559,936 | 4.73 | % | 3.96 | % | ||||||||||
HF Investments 2010, LLC | 6,645,581 | 54,765,472 | 2.32 | % | 16.01 | % | ||||||||||
Name and Address | Number of Common Shares Beneficially Owned (1) | Number of Common Shares and OP Units Beneficially Owned (2) | Percentage of All Common Shares | Percentage of All Owned (2) | ||||||||||||||||
The Vanguard Group (3) Malvern, PA 19355 | 41,354,072 | 41,354,072 | 11.70 | % | 10.21 | % | ||||||||||||||
BlackRock, Inc. (4) 55 East 52nd Street New York, NY 10055 | 23,468,809 | 23,468,809 | 6.64 | % | 5.80 | % | ||||||||||||||
Tamara H. Gustavson (5) c/o Malibu Management 22917 Pacific Coast Highway, | 21,448,798 | 21,448,798 | 6.07 | % | 5.30 | % | ||||||||||||||
Norges Bank Bankplassen 2 Norway | 20,545,305 | 20,545,305 | 5.81 | % | 5.07 | % | ||||||||||||||
HF Investments 2010, LLC (7) c/o Malibu Management Malibu, CA 90265 | 6,645,581 | 54,765,472 | 1.88 | % | 13.53 | % | ||||||||||||||
(3) This information is as of December 31, 2022 and is based on a Schedule 13G/A filed on February 9, 2023 by The Vanguard Group as investment advisor to report that it has shared voting power with respect to 450,476 Class A common shares, sole dispositive power with respect to 40,667,643 Class A common shares and shared dispositive power with respect to 686,429 Class A common shares.
(4) This information is as of December 31, 2022 and is based on a Schedule 13G/A filed on February 1, 2023 by BlackRock, Inc. to report that it has sole voting power with respect to 21,530,642 Class A common shares and sole dispositive power with respect to 23,468,809 Class A common shares.
(5) Includes 30,000 shares underlying stock options that have vested as of December 31, 2022. 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) This information is as of December 31, 2022 and is based on a Schedule 13G/A filed on February 14, 2023 by Norges Bank to report that it has sole voting power with respect to 20,545,305 Class A common shares and sole dispositive power with respect to 20,545,305 Class A common shares.
(7) HF LLC is comprised of trusts established by B. Wayne 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”).
36 | AMH
Share Ownership of Trustees and Management
The following table sets forth information, as of March 1, 2018,2023, regarding the beneficial ownership of our common shares and common shares into which OP units may be exchangeable by (1) each of our named 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(1) | Percentage of All Common Shares and OP Units Beneficially Owned(2) | ||||||||||||
B. Wayne Hughes | 13,559,936 | 13,559,936 | 4.73 | % | 3.96 | % | ||||||||||
David P. Singelyn(3)(6) | 7,084,541 | 57,877,759 | 2.47 | % | 16.92 | % | ||||||||||
John Corrigan(4) | 305,237 | 2,978,564 | * | * | ||||||||||||
Diana M. Laing(6) | 193,831 | 193,831 | * | * | ||||||||||||
Christopher Lau(6) | 115,220 | 115,220 | * | * | ||||||||||||
Bryan Smith(6) | 373,019 | 373,019 | * | * | ||||||||||||
SaraVogt-Lowell(6) | 233,165 | 233,165 | * | * | ||||||||||||
Dann V. Angeloff(6) | 70,900 | 70,900 | * | * | ||||||||||||
Douglas N. Benham(6) | 23,017 | 35,225 | * | * | ||||||||||||
Tamara Hughes Gustavson(6)(7) | 14,258,851 | 14,258,851 | 4.97 | % | 4.17 | % | ||||||||||
Matthew J. Hart(6) | 50,000 | 50,000 | * | * | ||||||||||||
James H. Kropp(6) | 48,810 | 48,810 | * | * | ||||||||||||
Kenneth Woolley(6) | 38,833 | 38,833 | * | * | ||||||||||||
All trustees and executive officers as a group (15 persons)(3)(5)(7) | 36,736,311 | 90,755,130 | 12.81 | % | 26.52 | % | ||||||||||
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 Owned (2) | ||||||||||||||||
Matthew J. Hart (4) | 81,076 | 81,076 | * | * | ||||||||||||||||
David P. Singelyn (3) | 338,994 | 1,588,994 | * | * | ||||||||||||||||
Douglas N. Benham (4) | 58,553 | 70,761 | * | * | ||||||||||||||||
Jack Corrigan | 226,583 | 926,583 | * | * | ||||||||||||||||
David Goldberg | 43,354 | 583,420 | * | * | ||||||||||||||||
Tamara H. Gustavson (4)(5) | 21,448,798 | 21,448,798 | 5.93 | % | 5.19 | % | ||||||||||||||
Michelle C. Kerrick | 6,827 | 6,827 | * | * | ||||||||||||||||
James H. Kropp (4) | 81,841 | 81,841 | * | * | ||||||||||||||||
Christopher C. Lau (4) | 57,160 | 57,160 | * | * | ||||||||||||||||
Bryan Smith (4) | 297,961 | 297,961 | * | * | ||||||||||||||||
Lynn C. Swann | 19,845 | 19,845 | * | * | ||||||||||||||||
Sara H. Vogt-Lowell (4) | 95,284 | 95,284 | * | * | ||||||||||||||||
Winifred M. Webb (4) | 20,531 | 20,531 | * | * | ||||||||||||||||
Jay Willoughby (4) | 20,531 | 20,531 | * | * | ||||||||||||||||
Kenneth M. Woolley (4) | 66,864 | 66,864 | * | * | ||||||||||||||||
Matthew R. Zaist | 11,343 | 11,343 | * | * | ||||||||||||||||
All trustees and executive officers as a group (16 persons) (3)(4)(5) | 22,875,545 | 25,377,819 | 6.32 | % | 6.14 | % | ||||||||||||||
* 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.
(3) Mr. Singelyn has pledged 1,000,000 Class A partnership units and 175,000 Class A common shares to secure a personal loan that was indirectly used to finance his initial investment in the company. This pledge is grandfathered under the company’s insider trading policy, which prohibits any new pledges. (4) Includes the following vested stock options that have vested as of March 1, 2023: 2,500 for Mr. Lau, 245,000 for Mr. Smith, 42,500 for Ms. Vogt-Lowell, 50,000 for each of Messrs. Hart, Woolley, and Kropp, 30,000 for Mr. Benham and Ms. Gustavson, and 10,000 for Ms. Webb and Mr. Willoughby. (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. Ms. Gustavson disclaims any beneficial ownership of the shares and |
