UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Invitation Homes Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Notice of Annual Meeting

and

Proxy Statement

20182021 Annual Meeting of Stockholders

May 24, 201818, 2021

Dear Fellow Stockholders:

On behalf of the Board of Directors of Invitation Homes Inc., I invite you to attend our 20182021 annual meeting of stockholders (the “Annual Meeting”) at 10:4:00 a.m.p.m., local (Central)Central time, on Thursday,Tuesday, May 24, 2018, at our corporate headquarters, 1717 Main Street, Dallas, Texas 75201. The Notice18, 2021. Due to the continuing public health impact of the coronavirus (COVID-19) pandemic, this year’s Annual Meeting will be a virtual meeting, conducted via live audio webcast. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting via a live audio webcast by visiting www.virtualshareholdermeeting.com/INVH2021. Further details about how to attend the Annual Meeting and Proxy Statement that follow describesubmit questions, and information on the business we will conductto be conducted at the Annual Meeting.Meeting are included in the accompanying Notice of 2021 Annual Meeting of Stockholders and Proxy Statement.

We welcome the opportunity to present youIn accordance with the information contained in thisSecurities and Exchange Commission rules allowing companies to furnish proxy materials to their stockholders over the Internet, we have sent most of our stockholders of record at the close of business on March 23, 2021 a Notice of Internet Availability of Proxy Materials on or about April 6, 2021. The notice contains instructions on how to access our Proxy Statement and we hope that, afterAnnual Report and vote online. If you review it, you will vote (eitherwould like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in person or by proxy)the notice, as well as in accordance with our Board of Directors’ recommendations. the attached Proxy Statement.

Your vote is important to usus. Whether you own a few shares or many, and our business.

We accomplished two great milestones in 2017, beginningwhether or not you plan to attend the year with our February 2017 initial public offering,Annual Meeting, it is important that your shares be represented and voted. You may vote your shares on the second largest initial public offeringInternet, by telephone or by completing, signing and promptly returning a REIT generating $1.8 billion in gross proceeds, and endingproxy card, or you may vote via the year with our November 2017 merger with Starwood Waypoint Homes. Our vision is to be the premier choice in home leasing by continuously enhancing our residents’ living experience, and we made great strides in 2017. In addition, we are excited for our residents and stockholders to enjoy the benefits of our merger as we further integrate the two companies. We continue to believe there will be upsides as we discover and implement best practices in our business operations. We also believe our combined resources will enable us to continue making a significant contribution to economic growth, job creation, and the vitality of the local communities we serve. I am tremendously proud of what we accomplished in 2017, and we at Invitation Homes are excited for the future of the Company.

If you are voting by proxy, please submit your proxy as soon as possible to ensure your vote is recordedInternet at the Annual Meeting. You may submitEach of these options will ensure that your proxy by telephone, overshares will be represented and voted at the Internet or, if you have requested paper copies of our proxy materials by mail, by signing, dating and returning the proxy card in the envelope provided.Annual Meeting.

On behalf of the Board of Directors and employeesassociates of Invitation Homes Inc., we appreciate your continued support.

Sincerely,

Frederick C. Tuomi

Dallas B. Tanner

President and Chief Executive Officer

April 26, 20186, 2021

Notice of 20182021 Annual Meeting of Stockholders

ITEMS OF BUSINESS:

The Proxy Statement following this Notice of Annual Meeting of Invitation Homes Inc., a Maryland corporation, describes these matters in detail. We have not received notice of any other proposals to be presented at the Annual Meeting.

RECORD DATE:

The Board of Directors of Invitation Homes Inc. established the close of business on April 3, 2018March 23, 2021 as the record date for the Annual Meeting. Accordingly, holders of record of our common stock at the close of business on that date are entitled to notice of, and to vote at, the Annual Meeting and any postponements or adjournments of the meeting.

VOTING BY PROXY:

Please authorizeTo ensure your proxy promptly by telephone,shares are voted, you may vote your shares over the Internet, by telephone or if you have requested paper copies of our proxy materials, by mail, by signing, dating and returning therequesting a proxy card in the envelope provided. Authorizing a proxy to vote your shares prior to the Annual Meeting will not prevent you from changing your vote in person if you choose to attend the meeting. Further, any proxy may be revoked at any time prior to the Annual Meeting.complete, sign and return by mail. If your shares are held by a broker, bank or other nominee, please follow their instructions to authorize your proxy.

By Order of the Board of Directors of Invitation Homes Inc.,

Mark A. Solls

Executive Vice President,

Chief Legal Officer and Secretary

Dallas, Texas

April 26, 20186, 2021

This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about April 26, 2018.6, 2021.

TABLE OF CONTENTS

PROXY STATEMENT

April 26, 20186, 2021

GENERAL INFORMATION

Why am I being provided withreceiving these materials?

This Proxy Statement and related proxy materials are first being made available to stockholders of Invitation Homes Inc., a Maryland corporation (“Invitation Homes,” the “Company,” “we,” “our” or “us”), on or about April 6, 2021, for use at our 20182021 annual meeting of stockholders (the “Annual Meeting”) to be held on Thursday,Tuesday, May 24, 2018,18, 2021, at 10:4:00 a.m.p.m., local (Central)Central time, at 1717 Main Street, Dallas, Texas 75201 and any adjournments or postponements thereof. This year’s Annual Meeting will be a completely virtual meeting of stockholders. You are invited to attend the virtual Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/INVH2021. Proxies are being solicited by the Board of Directors of the Company (the “Board”) to give all stockholders of record at the close of business on April 3, 2018March 23, 2021 (the “Record Date”) an opportunity to vote on matters properly presented at the Annual Meeting. The mailing address of our principal executive offices is Invitation Homes Inc., 1717 Main Street, Suite 2000, Dallas, Texas 75201.

What am I voting on?

There are twothree proposals to be considered and voted on at the Annual Meeting:

Who is entitled to vote?

Stockholders as of the close of business on the Record Date may vote at the Annual Meeting or any postponement or adjournment thereof. As of the Record Date, there were 520,364,636 567,650,321shares of our common stock outstanding. You have one vote for each share of common stock held by you as of the Record Date, including shares:

What constitutes a quorum?

The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting will constitute a quorum to transact business at the Annual Meeting. Stockholders who properly authorize a proxy but who instruct their proxy holder to abstain from voting on one or more matters are counted as present and entitled to vote for purposes of determining a quorum. Shares represented by “brokernon-votes,” described below, alsothat are counted as present and entitled to vote at the Annual Meeting will be counted for purposes of determining a quorum.

What is a “brokernon-vote”?

A brokernon-vote occurs when shares held by a broker, bank or other nominee are not voted with respect to a proposal because (1) the broker, bank or other nominee has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker, bank or other nominee lacks the authority to vote the shares at his/her discretion. Under current New York Stock Exchange (“NYSE”) interpretations that govern brokernon-votes, ProposalProposals 1 isand 3 are considered anon-discretionary matter,matters, and a broker, bank or other nominee will lack the authority to vote shares at his/her discretion on such proposals. Proposal 2 is considered a discretionary matter and a broker, bank or other nominee will be permitted to exercise his/her discretion. This means that, if you hold your shares in street name and do not provide voting instructions to your broker, bank or other nominee, your shares will not be voted on ProposalProposals 1 and 3 but willmay be voted on Proposal 2 in the discretion of your broker, bank or other nominee.

How does the Board recommend that I vote?

Our Board recommends that you vote your shares:shares as set forth below:

How do I authorize a proxy to vote my shares without attending the Annual Meeting?

Your vote is important and we encourage you to vote promptly. If you are a stockholder of record, you may authorize a proxy to vote on your behalf atshares in the Annual Meeting. Specifically, you may authorize a proxy:following ways:

By Internet—If you have Internet access, you may authorize your proxyvote by going towww.proxyvote.comand by following the instructions on how to complete an electronic proxy card. You will need the control number included on your proxy card in order to vote by Internet.

By Telephone—If you have access to a touch-tone telephone, you may authorize your proxyvote by dialing1-800-690-6903 and by following the recorded instructions. You will need the control number included on your proxy card in order to vote by telephone.

How do I attend and vote my shares in person at the virtual Annual Meeting?

First, you must satisfyOur Board of Directors considers the requirements for admissionappropriate format of the stockholder meeting on an annual basis. In light of the continuing public health concerns due to the COVID-19 pandemic and to support the health and well-being of our stockholders and associates, this year’s Annual Meeting will be a virtual meeting, conducted via live audio webcast. Any stockholder can attend the Annual Meeting (see below). Then, iflive online at www.virtualshareholdermeeting.com/INVH2021. If you are a stockholder of record and prefer to vote your shares atvirtually attend the Annual Meeting, you must bring proof of identification along withcan vote your proof of ownership. You may vote shares held in street name atelectronically, and submit your questions during the Annual Meeting, onlyby visiting www.virtualshareholdermeeting.com/INVH2021. A summary of the information you need to attend the Annual Meeting via the Internet is provided below:

Even ifWhether you plan to attend the Annual Meeting or not, we encourage you to vote in advance over the Internet, by Internet, telephone or mail so that your vote will be counted even if you later decidedo not to attendvote at the Annual Meeting.

When and where willWill I be able to participate in the meetingvirtual Annual Meeting on the same basis I would be held?able to participate in a live annual meeting?

OurAs noted above, due to the continuing public health impact of the COVID-19 pandemic, this year’s Annual Meeting will be held as a virtual-only meeting. The online meeting format for the Annual Meeting will enable full and equal participation by all our stockholders from any place in the world at little to no cost.

Stockholders at the virtual-only meeting will have the same rights as at an in-person meeting, including the rights to vote and ask questions at the Annual Meeting. We believe that hosting a virtual meeting provides expanded access, improved communication and cost savings for our stockholders and the Company. You may vote during the Annual Meeting by following the instructions that will be available on 10:00 a.m., local (Central)the Annual Meeting website at www.virtualshareholdermeeting.com/INVH2021 during the Annual Meeting.

In addition, the virtual format allows stockholders to ask questions of our Board or management during the live Q&A session of the Annual Meeting. At that time, we will answer questions as they come in, to the extent relevant to the business of the Annual Meeting, as time permits. In the event any pertinent questions cannot be answered during the Annual Meeting due to time constraints, such questions and management’s answers will be made publicly available on Thursday, May 24, 2018,our investor relations website promptly after the virtual Annual Meeting. If there are matters of individual concern to a stockholder and not of general concern to all stockholders, we provide an opportunity for stockholders to contact our investor relations department separately at (844) 456-INVH (4684) or ir@invitationhomes.com.

How can I ask questions at the virtual Annual Meeting?

If you wish to submit a question during the Annual Meeting, log into the Annual Meeting website at www.virtualshareholdermeeting.com/INVH2021, type your question into the “Ask a Question” field, and click “Submit.” As noted above, we will answer questions as they come in, to the extent relevant to the business of the Annual Meeting, as time permits. Consistent with our corporate headquarters, 1717 Main Street, Dallas, Texas 75201. prior annual meetings, we kindly ask stockholders not to ask more than one question to allow us to answer questions from as many stockholders as possible. Questions from multiple stockholders on the same topic or that are otherwise related may be grouped, summarized and answered together. Off-topic, personal or other inappropriate questions will not be answered.

To obtain directionsbe sure that all stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting, all of our Board members and executive officers are expected to join the Annual Meeting. If you

want to participate in our Annual Meeting, but cannot submit your question using the Annual Meeting website, please contact our investor relations department at (844) 456-INVH (4684) or ir@invitationhomes.com for accommodations.

What can I do if I need technical assistance during the virtual Annual Meeting?

If you encounter any difficulties accessing or participating in the Annual Meeting, please contact Investor Relationscall the technical support number that will be posted on the Annual Meeting log-in page at844-456-INVH (4684) www.virtualshareholdermeeting.com/INVH2021. Technicians will be available to assist you.

If I can’t participate in the live Annual Meeting webcast, can I listen to it later?

The Annual Meeting will be recorded. A webcast playback will be available to the public at www.virtualshareholdermeeting.com/INVH2021 within approximately 24 hours after the completion of the Annual Meeting. No one attending the Annual Meeting via the webcast or IR@InvitationHomes.com.telephone is permitted to use any audio recording device.

May I change my vote or revoke my proxy?

Yes. Whether you have authorized a proxy by Internet, telephone or mail, if you are a stockholder of record, you may change your voting instructions or revoke your proxy by:

If you hold shares in street name, you may submit new voting instructions by contacting your broker, bank or other nominee. You may also change your votenominee, or revoke your proxy in person at the Annual Meeting if you obtain a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares.

Do I need a ticket to be admitted to the Annual Meeting?

You will need yourproof of identification along with either your proxy card or proof of stock ownership to enter the Annual Meeting. If your shares are held beneficiallyas otherwise provided in the name of ainstructions provided to you by your broker, bank or other nominee and you wish to be admitted to attend the Annual Meeting, you must present proof of your ownership of our stock, such as a bank or brokerage account statement.

Do I also need to present identification to be admitted to the Annual Meeting?

Yes, all stockholders must present a form of personal identification in order to be admitted to the Annual Meeting.

PROPOSAL NO. 1—ELECTION OF DIRECTORS

On November 16, 2017, we completed our merger (the “Merger”) with Starwood Waypoint Homes (“SWH”) and, in connection therewith, several directors then serving on our Board stepped down and, pursuant to the merger agreement, Richard D. Bronson, Michael D. Fascitelli, Jeffrey E. Kelter, Barry S. Sternlicht and Frederick C. Tuomi, each formerly a member of SWH’s Board of Directors, were appointed to serve on our Board.Introduction

At present, the number of directors that comprise our Board is set at 11 and, upon11. At the recommendation of the Nominating and Corporate Governance Committee, effective as of the Annual Meeting the Board set the number of directors that will comprise our Board at 10. Our Board has considered, and at the recommendation of the Nominating and Corporate Governance Committee, nominated each of the following nominees for aone-year term expiring at our annual meeting of stockholders to be held in 20192022 (the “2019“2022 Annual Meeting”) or until his or her successor is duly elected and qualifyqualifies or until his or her earlier death, resignation, retirement, disqualification or removal: Bryce Blair,Jana Cohen Barbe, Richard D. Bronson, Kenneth A. Caplan, Michael D. Fascitelli, Robert G. Harper, Jeffrey E. Kelter, Joseph D. Margolis, John B. Rhea, J. Heidi Roizen, Janice L. Sears, William J. Stein, Barry S. Sternlicht and Frederick C. Tuomi.Dallas B. Tanner. Action will be taken at the Annual Meeting for the election of these nominees. All 11 nominees other thanOn March 29, 2021, Mr. Caplan currently serve on the Board. On April 20, 2018, Mr. Jonathan D. Gray,Bryce Blair, a current member onand Chairperson of our Board, informed the BoardCompany that regrettably, due to his expanded role as President and Chief Operating Officer of Blackstone Group Management L.L.C., the general partner of Blackstone, he will be unable towould not stand for re-election to our Board when his current term expires at the Annual Meeting. The Board, upon recommendation of the NominatingWe are grateful to have benefited from Mr. Blair’s expertise, valuable business insights and Corporate Governance Committee, has nominated Kenneth A. Caplan, who previously served onstrong commitment to Invitation Homes and our Board following our initial public offering (the “IPO”) until the consummation of the Merger, as Mr. Gray’s successor.stockholders.

All of the nominees have indicated that they will be willing and able to serve as directors, but, if any of them should decline or be unable to act as a director, the individuals designated in the proxy cards as proxies will exercise the discretionary authority provided to vote for the election of such substitute nominee selected by our Board, unless the Board alternatively acts to reduce the size of the Board or maintain a vacancy on the Board in accordance with our Bylaws. The Board has no reason to believe that any such nominees will be unable or unwilling to serve.

We believe that our director nominees bring an extraordinary wealth of experience, skills and backgrounds to the Board. Our Board plays a key role in guiding the vision, mission and strategic direction of our Company. Their individual and collective expertise is essential to the execution of our long-term strategy and achievement of our vision of becoming the premier choice in home leasing. Learn more about each nominee to our Board under “—Nominees for Election to the Board of Directors in 2021.”

Director Nominees’ Snapshot

Director Nominees’ Collective Skills

Real Estate Our real estate and single family rental industry expertise is core to our success. We benefit from directors sharing their experience in real estate development, operations and investments, and providing valuable guidance on real estate finance and capital markets.				Investment Our approach to investment and asset management requires a Board with expertise to provide sound oversight and guide our real estate finance and investment strategies.
Operations With our operations spanning a diverse mix of markets, suppliers, contractors and partners – we benefit from directors who have successfully led complex operations and can help us optimize our business model.				Financial / Banking As a fast growing company with a vast financial footprint, it is essential that we have directors with strong financial acumen and experience.
Risk Management Risk management experience is a vital perspective on our Board, enabling us to effectively monitor, manage and ultimately mitigate various forms of risk we face in our business.				Corporate Governance / Regulatory Substantive corporate governance and regulatory experience on our Board offers us insight into the best governance practices and the regulatory environment of the jurisdictions in which we operate and provides leadership in strategic implementation of diversity, sustainability and other aspects of corporate social responsibility.
Strategic Our dynamic operations require a Board with strong strategic insights gained through multi-faceted and challenging prior experiences.				Active Executive / Robust Business Experience As a fast growing company leading the single-family industry, we require a Board well-versed in navigating complexity and capitalizing on business opportunities to further our innovation and growth.

Nominees for Election to the Board of Directors in 20182021

The following information describes the offices held, other business directorships and the term of service of each director nominee. Beneficial ownership of equity securities of the director nominees is shown under “Ownership of Securities” below. The biographical description below for each nominee below includes the specific experience, qualifications, attributes and skills that led to the conclusion by the Board that such person should serve as a director.

Mr. Blair has served as the Chairperson of our Board since November 2017 and, from January 2017 to November 2017 as our Executive Chairperson. Prior to our IPO, Mr. Blair served on the Boards of our predecessor entities, Invitation Homes L.P., Preeminent Holdings Inc., Invitation Homes 3 L.P., Invitation Homes 4 L.P., Invitation Homes 5 L.P. and Invitation Homes 6 L.P. (collectively, the “IH Holding Entities”) since September 2013 and as Executive Chairperson thereof since November 2014. Mr. Blair currently serves as the Chairman of the Board of PulteGroup, Inc. (NYSE: PHM), one of the largest home builders in the U.S. Additionally, he serves on the Board of Regency Centers Corp. (NYSE: REG), one of the largest owners of shopping centers in the U.S., where he chairs the Nominating and Corporate Governance Committee. Mr. Blair also currently serves on the Advisory Board of the MIT Center for Real Estate, the Advisory Board of the Boston College Center for Real Estate and Urban Action and the Advisory Board of Home Start, anon-profit focused on ending homelessness in the greater Boston area. Mr. Blair is the former Chairman and Chief Executive Officer of AvalonBay Communities, Inc. (“AvalonBay”) (NYSE: AVB), a real estate investment trust (“REIT”)

Mr. Tanner has served as our President and Chief Executive Officer (CEO) and a Board member since January 2019. As a founding member of our business, Mr. Tanner has been at the forefront of creating the single-family rental industry. Since the founding of Invitation Homes in April 2012, he has served as Executive Vice President and Chief Investment Officer, and from August 2018 to January 2019 as Interim President. He served on the boards of holding entities that owned our business prior to our initial public offering (“IPO”) in February 2017 (the “IH Holding Entities”). Mr. Tanner has almost 20 years of real estate experience through the establishment of numerous real estate platforms. In 2005, he founded Treehouse Group, for which he privately sourced funds for platform investments, including single-family rental homes, multifamily properties, manufactured housing, residential land, bridge financing and property management. Mr. Tanner continues to be involved in Treehouse Group’s interest in Pathfinder Ventures, a Southwest-focused commercial real estate fund. In addition, he was a partner in a successful acquisition of First Scottsdale Bank of Arizona. Mr. Tanner served on the Maricopa County (Arizona) Flood Control Board and on the advisory board of First Scottsdale Bank. He is actively involved in American Indian Services and served as a missionary in the Netherlands and Belgium.

Our Board considered Mr. Tanner’s extensive hands-on experience in real estate investment, including the establishment of numerous real estate platforms, and as a founding member of our business, experience managing day-to-day operations of our Company and his prior executive positions. Mr. Tanner’s role as our President and CEO brings management perspective to Board deliberations and provides valuable information about the status of our day-to-day operations.

Ms. Barbe joined our Board in November 2018. Ms. Barbe is a senior partner at Dentons, the world’s largest law firm, where she has also served as the first Global Vice Chair from the U.S. Region and the former Chair of both the Financial Institutions and Real Estate Sectors. Ms. Barbe spent her career advising financial institutions and insurance companies on highly sophisticated tax advantaged and social investing. Ms. Barbe serves as a director of The Boler Company, a family office with operations across the globe in manufacturing, real estate and other holdings, including Hendrickson International, the world’s leading manufacturer and supplier of medium- and heavy-duty truck suspensions, axel systems and related components for global transportation industry. Ms. Barbe is also the Chief Executive Officer of Henley Farms, Inc., her family’s thoroughbred breeding business based in Lexington, Kentucky. An impassioned advocate for women, Ms. Barbe is the Chairman of the Board of Advisors of Catalyst, Inc. Equally committed to her community, Ms. Barbe is a past Chairman of the Board of Thresholds, Illinois’ oldest and largest provider of supportive affordable housing.

Our Board considered Ms. Barbe’s real estate and finance background, including chairing Dentons’ Real Estate Practice and Financial Institutions Sector, her expertise in transactional, operational and regulatory matters and strategic vision and her risk management experience, which are a complement to the skills and qualifications of our directors.

Mr. Bronson has served on our Board since November 2017. Prior to the Merger, from January 2016 to November 2017, Mr. Bronson served on the Board of SWH and, from January 2014 to January 2016, served on the Board of SWAY. Mr. Bronson has been the Chief Executive Officer of The Bronson Companies, LLC, a real estate development company, since 2000 and has been involved in the development of several shopping centers and office buildings throughout the U.S. Mr. Bronson currently serves on the Board and as a Lead Director and the Chair of the Compensation Committee of the board of trustees of Starwood Property Trust, Inc. (NYSE: STWD) and was previously a director of TRI Pointe Group, Inc. (NYSE: TPH) and Mirage Resorts Inc. (NYSE:MRI). Additionally, he is currently on the board of directors of Starwood Real Estate Income Trust. He also previously served as President of New City Development, an affiliate of Mirage Resorts Inc., where he oversaw many of the company’s new business initiatives and activities outside Nevada, and was Vice President of the International Council of Shopping Centers, an association representing 50,000 industry professionals in more than 80 countries. Mr. Bronson currently serves on the Advisory Board of the Neurosurgery Department at UCLA Medical Center.

Our Board considered Mr. Bronson’s governance expertise, his corporate and board experience and knowledge in the real estate industry, which the Board believes provides us with valuable insight into potential investments and the current state of the real estate markets.

Mr. Kelter has served on our Board since November 2017. From January 2016 to November 2017, Mr. Kelter served on the Board of SWH and, from January 2014 to January 2016, served on the Board of SWAY. Mr. Kelter is the Chairman of Jack Creek Investment Corp., a special purposes acquisition company focused on the broader food and consumer products logistics and supply chain ecosystems value chain. Mr. Kelter is a founding partner of KSH Capital, which provides real estate entrepreneurs with capital and expertise to grow their platform.platforms. Prior to founding KSH Capital, Mr. Kelter was the founding partner and Chief Executive Officer of KTR Capital Partners, a private equity real estate investment and operating company focused on industrial properties throughout North America, until its May 2015 sale to Prologis, Inc. (NYSE: PLD). From 1997 to 2004, Mr. Kelter was President and Chief Executive Officer and served on the Board of Keystone Property Trust (“Keystone”), an industrial REIT.real estate investment trust (“REIT”). Mr. Kelter formerly served on the Board of Gramercy Property Trust (NYSE: GPT) from 2015 to 2018. Mr. Kelter founded the predecessor to Keystone in 1982, and took the company public in 1997, where he and the management team directed its operations until its sale in 2004. Prior to forming Keystone, he served as President and Chief Executive Officer of Penn Square Properties, Inc., a real estate company which he founded in 1982. Mr. Kelter currently serves on the Board of Gramercy Property Trust (NYSE: GPT) and isas a trustee of the ULI,Urban Land Institute, Cold Spring Harbor Laboratory, Westminster School and Trinity College.

Our Board considered Mr. Kelter’s executivemanagement leadership and governance experience as President and Chief Executive Officer of Keystone and Penn Square and his extensive experience of over 20 years in commercial real estate.

Mr. Margolis is the Chief Executive Officer of Extra Space Storage, Inc. (NYSE: EXR). He held this position since January 1, 2017. Previously, he served as Executive Vice President and Chief Investment Officer of Extra Space Storage, Inc. from July 2015 until December 31, 2016. Mr. Margolis served as a member of the board of directors of Extra Space Storage, Inc. from February 2005 until July 2015. From 2011 until July 2015, he was Senior Managing Director and Partner at Penzance Properties, a vertically integrated owner, operator and developer of office and other properties in the Washington, D.C. metro area. Previously, Mr. Margolis was a co-founding partner of Arsenal Real Estate Funds, a private real estate investment management firm, from 2004 through 2011. Before forming Arsenal in 2004, from 1992 to 2004, Mr. Margolis held senior positions at Prudential Real Estate Investors in portfolio management, capital markets and as General Counsel. Before that, Mr. Margolis worked for The Prudential Insurance Company of America as in-house real estate counsel from 1988 through 1992, and as a real estate associate at the law firm of Nutter, McClennen & Fish from 1986 through 1988.

Our Board considered Mr. Margolis’ extensive finance and real estate experience and senior executive experience in dealing with complex management, financial, risk assessment, business and governance issues, which enable him to provide us with business leadership and financial expertise.

Mr. Rhea has served on our Board since January 2017 and, prior to our IPO, from October 2015 to January 2017, served on the Boardsboards of the IH Holding Entities. Since September 2020, Mr. Rhea has been a partner at Centerview Partners, an independent investment banking advisory firm. In March 2021, Mr. Rhea was elected to the board of directors of State Street Corporation (NYSE:STT), one of the world’s leading providers of financial services to institutional investors, including investment servicing, investment management and investment research and trading. Mr. Rhea served as Senior Advisor and President, Corporate Finance & Capital Markets and Corporate Finance at Siebert CisnerosWilliams Shank & Co., LLC, a full-service investment banking firm, sincefrom June 2017.2017 to September 2020. Mr. Rhea is also Managing Partner of RHEAL Capital Management, LLC, a real estate development and investment firm he founded in March 2014, specializing in multifamily rentalaffordable and market rate housing, public private partnerships, andmixed-use projects. acquisition and repositioning of commercial real estate in urban communities. Mr. Rhea previously served as a Senior Advisor to The Boston Consulting Group, a worldwide management consulting firm from July 2014 to September 2017. From May 2009 to January 2014, Mr. Rhea was a senior appointee of Michael R. Bloomberg, Mayor of the City of New York, where he served as Chairman and Chief Executive Officer of the New York City Housing Authority.Authority, the largest public housing authority in North America. Prior to his service with the Bloomberg Administration, Mr. Rhea was Managing Director andCo-Head of Consumer and Retail investment banking at Barclays Capital (and its predecessor firm Lehman Brothers) from May 2005 to April 2009. Previously, Mr. Rhea served as Managing Director at JPMorgan Chase & Co. from May 1997 to April 2005. Earlier in his career, Mr. Rhea worked at PepsiCo, Inc. and The Boston Consulting Group. Mr. Rhea has served on and chaired severalnon-profit boards and is currently a director of Wesleyan University, Red Cross Greater New York and University of Detroit Jesuit High School.

Our Board considered Mr. Rhea’s significant experience in our industry, including in development and regulation and his prior senior positions at real estate companies and regulatory bodies, including as Chairman and CEO of the New York City Housing Authority, and other companies. The Board also considered Mr. Rhea’s extensive experience in the investment banking industry.

Ms. Roizen has been a partner with leading venture capital firm Threshold Ventures (formerly DFJ Ventures) since 2012 and serves as a board director for privately held portfolio companies Planet, Zoox, Memphis Meats and Polarr. Ms. Roizen is also a member of the board of directors of DMGT, a public global media and information services company (LSE: DMGT). She also co-leads the Threshold Venture Fellows program in the Engineering Department at Stanford University and serves on the Advisory Council of Stanford’s Institute for Human-Centered Artificial Intelligence. Among her past activities, Ms. Roizen has been a partner at DFJ and Mobius Venture Capital from 1999 to 2006, and has served as a member of the Board of Directors of the National Venture Capital Association, where she served on the Executive Committee, chaired the annual conference and chaired the Public Outreach committee. She has served on numerous private and public company boards, including TiVo (NASDAQ: TIVO) and Great Plains Software (was NASDAQ: GPSI until it was acquired by Microsoft). Before becoming a venture capitalist, Ms. Roizen served as Vice President of World Wide Developer Relations for Apple. Ms. Roizen started her career as an early Silicon Valley pioneer, co-founding software company T/Maker in 1983 and serving as its CEO for over a decade until its acquisition by Deluxe Corporation (NYSE: DLX) in 1994. During that time, she also served on the Board of Directors and as president of the Software Publishers Association (now the Software Industry and Information Association—SIIA). Also active in nonprofit organizations, Ms. Roizen is a member of the Board of Advisors of the National Center for Women in Information Technology and of Springboard Enterprises. She is a past board member of the Stanford Alumni Association, where she served on its Trustee Nominating Committee for five years. Ms. Roizen is a frequent guest speaker at business schools across the country and is the subject of a popular HBS case about building business networks. In 2018, Ms. Roizen was named the “Financial Woman of the Year” by the Financial Women of San Francisco.

Our Board considered Ms. Roizen’s experience in entrepreneurial growth and business development and strong ability to assess risks relating to new ventures and investments, which bring business leadership, financial expertise and risk management skills to the Board. Mr. Roizen’ deep board experience also brings governance expertise to our Board.

Ms. Sears has served on our Board since January 2017. Ms. Sears serves on the Board and is thepreviously served as independent director, Audit Committee ChairpersonChair of Essex Property Trust Inc. (NYSE: ESS), a fully integrated REIT, and as thewhich owns multi-family rental properties, independent director, Board ChairpersonChair of The Swig Company, LLC, a corporatean owner of large office properties, nationwide. From March 2014 to January 2016, Ms. Sears served as a Director and as theindependent director, Audit Committee ChairpersonChair of BioMed Realty Trust, Inc.a life-sciences owner, sold to Blackstone Real Estate in 2016. She also served as independent director and from 1998Advisor to Helix RE, a real estate software startup. Prior to 2009, was aMs. Sears held the position of Managing Director, Western Region Head in the Real Estate Gaming & Lodging Investment Banking Group at Banc of America Securities where she was alsoSecurities. Concurrently, as the San Francisco Market President for Bank of America. From 1988 to 1998, Ms. Sears was Head of Client Management for Bank of America’s Commercial Real Estate Group in California, whereAmerica, she oversaw clientmanaged a senior leadership team, deepening relationships with REITs, homebuildersnonprofits and opportunity funds. From September 1982local governments. Prior to June 1988, Ms. Sears was a Real Estate Economist at both Chemical Bank and Citicorp in New York. Her professionalMs. Sears’ activities have included theG100, West Audit Committee Network, Nareit, ULI, NACD, WOB, and Athena Alliance.    She is a frequent speaker including at both Harvard and Columbia Business Schools. Ms. Sears was named ‘Forever Influential’ by SF Business Times and inducted into the National AssociationAllen Matkins Hall of Corporate Directors.Fame and gained annual recognition by Bisnow’s Bay Area Power Women, among other awards. Ms. Sears is active philanthropically both on boards and spending time in the past Presidentcommunity including with Compass Family Services, Meals on Wheels, tutoring at the Marina Middle School, and past Treasurer of the San Francisco Chapter of the National Charity League and most recently sat on the Boards of the San Francisco Chamber of Commerce, the San Francisco Economic Development Council and Leadership San Francisco. She acts as an advisor to the Audit Committee of the educationnon-profit San Francisco Art Institute.serving meals at St. Anthony’s.

Our Board considered Ms. Sears’ knowledge of capital markets and accounting methods and principles, as well as her extensive banking and financial background and experience working in the commercial real estate and REIT industry.

Mr. Stein has served on our Board since January 2017 and, prior to our IPO, from October 2012 to January 2017, served on the Boardsboards of the IH Holding Entities. Mr. Stein has been a Senior Managing Director of Blackstone since January 2006. Since joining Blackstone in 1997, Mr. Stein has been involved in the direct asset management and asset management oversight of Blackstone’s global real estate platform. Before joining Blackstone, Mr. Stein was a Vice President at Heitman Real Estate Advisors and JMB Realty Corp. Mr. Stein currently serves on the Board of Nevada Property 1 LLC (The Cosmopolitan of Las Vegas), where he serves on the Audit Committee, and on the Board of BRE Select Hotels Corp (a voluntary filer with the Securities and Exchange Commission (the “SEC”).Edens Investment Trust. He previously served on the Board of Hilton Worldwide Holdings Inc. (NYSE: HLT), Extended Stay America, Inc. (NYSE: STAY), La Quinta Holdings Inc. (NYSE:LQ) and Brixmor Property Group Inc. (NYSE: BRX). Mr. Stein is a member of the University of Michigan Ross School of Business Advisory Board and the University of Michigan Real Estate Fund Advisory Board.

THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

Our Corporate Governance

The business and affairs of the Company are managed under the direction of our Board, as provided by Maryland law, and the Company conducts its business through meetings of the Board and its four standing committees: the Audit Committee, the Compensation and Management Development Committee, (the “Compensation Committee”), the Nominating and Corporate Governance Committee and the Investment and Finance Committee.

We have structured ourare committed to exercising and maintaining strong corporate governance in a manner wepractices. We believe closely aligns ourthat good governance promotes the long-term interests with those of our stockholders.stockholders, strengthens Board and management accountability and improves our standing as a trusted member of the communities we serve. Notable features of our corporate governance include:are set forth below.

Corporate Governance Snapshot

Stockholder Rights and Accountability

Board Practices

The stockholders agreement described under “Transactions with Related Persons—Stockholders Agreement” provides that Blackstone has the right to nominate directors to serve on our Board based on its percentage ownershipfour of our common stock. Currently, Blackstone has10 director nominees joined the rightBoard since the beginning of 2018;

Director Independence and Independence Determinations

Under our Corporate Governance Guidelines and the NYSE rules, a director is not independent unless the Board affirmatively determines that, in addition to not havehaving a disqualifying relationship, as set forth in the NYSE rules, he or she does not have a direct or indirect material relationship with the Company or any of its subsidiaries which, in the opinion of the Board would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Corporate Governance Guidelines define independence in accordance with the independence definition in the current NYSE corporate governance rules for listed companies. Our Corporate Governance Guidelines require the Board to review the independence of all directors at least annually. In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the NYSE independence definition, the Board will determine, considering all relevant facts and circumstances, whether such relationship is material and whether such relationship would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Nominating and Corporate Governance Committee undertook reviews of director independence during 2017, both in connection with the Company’s IPO and in connection with the Merger when directors then serving on SWH’s Board joined our Board, and made recommendations to our Board as to those directors meeting the requisite NYSE independence standards applicable to serve on the Board and any heightened standards to serve on a committee of the Board. As a result of these reviews, the Board has affirmatively determined that each of Jana Cohen Barbe, Bryce Blair, Richard D. Bronson, Kenneth A. Caplan, Michael D. Fascitelli, Robert G. Harper, Jeffrey E. Kelter, Joseph. D. Margolis, John B. Rhea, J. Heidi Roizen, Janice L. Sears and William J. Stein and Barry S. Sternlicht is independent under all applicable NYSE standards for Board service and under our Corporate Governance Guidelines. In addition, the Board previously determined that Kenneth A. Caplan, Robert G. Harper and Barry S. Sternlicht, who served on our Board for a portion of 2020 but were not nominated for re-election at our 2020 annual meeting of stockholders, were independent under all applicable NYSE independence standards for Board service and under our Corporate Governance Guidelines.

At the committee level, the Board has affirmatively determined that each of Richard D. Bronson, Jeffrey E. Kelter, John B. Rhea and Janice L. Sears, asthe current members of the Audit Committee (Jana Cohen Barbe, J. Heidi Roizen, Janice L. Sears and William J. Stein) is “independent” for purposes of Rule10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and that each of the current members of the Compensation and Management Development Committee (Jana Cohen Barbe, Michael D. Fascitelli, Jeffrey E. Kelter, Joseph D. Margolis and John B. Rhea and William J. Stein, as membersRhea) is “independent” for purposes of Section 10C(b) of the Exchange Act. The Board has also affirmatively determined that each of Richard D. Bronson and Janice L. Sears, whom the Board plans to appoint to the Compensation and Management Development Committee following the Annual Meeting, is “independent” for purposes of Section 10C(b) of the Exchange Act.

In making its independence determinations, the Board considered and reviewed all information known to it, including information identified through several directors’ questionnaires.

Board Structure

Our Articles of Incorporation and our Bylaws provide that our Board will consist of such number of directors as may from time to time be fixed by the Board, but may not be more than 15 or fewer than the minimum number permitted by Maryland law, which is one.

Our Board is led by our Chairperson, and the Chairperson position is separate from our President and Chief Executive OfficerCEO position. We believe that the separation of the Chairperson and Chief Executive OfficerPresident and CEO positions is appropriate corporate governance for us at this time. Accordingly, Mr. Blair serves as Chairperson, while Mr. TuomiTanner serves as our President and Chief Executive Officer.CEO. Following the Annual Meeting, our Board plans to appoint Mr. Fascitelli as the Chairperson of the Board, subject to his election at the Annual Meeting, and Mr. Tanner will continue to serve as our President and CEO. Our Board believes that this structure best encourages the free and open dialogue of competing views and provides for strong checks and balances. Additionally, our Chairperson’s attention to Board and committee matters allows the President and Chief Executive OfficerCEO to focus more specifically on overseeing the Company’sday-to-day operations, as well as strategic opportunities and planning.

Committees of the Board of Directors; Meetings of the Board of Directors and its Committees

Our Board has established an Audit Committee, a Compensation and Management Development Committee, a Nominating and Corporate Governance Committee and an Investment and Finance Committee. The following table summarizesprovides the current membership of each of the Board’sstanding Board committees.

During the year ended December 31, 2020, the Board held 13 meetings, the Audit Committee held five meetings, the Compensation and Management Development Committee held eight meetings, the Nominating and Corporate Governance Committee held four meetings and the Investment and Finance Committee held five meetings. In 2020, each director attended at least 75% of the meetings of the Board and of the committees on which he or she served as a member during the time in which he or she served as a member of the Board or such committees. All directors are expected to make every effort to attend all meetings of the Board, meetings of the committees of which they are members and our annual meeting of stockholders. DuringWe expect all directors to attend any meeting of stockholders, and all of our directors attended the year ended December 31, 2017, the Board held 10 meetings, the Audit Committee held five meetings, the Compensation Committee held six meetings, the Nominating and Corporate Governance Committee held one meeting and the Investment and Finance Committee held three meetings. In 2017, each director attended at least 75% of the meetings of the Board and committees on which he or she served as a member. We did not hold an2020 annual meeting of stockholders in 2017.stockholders.

Audit Committee

Each member of the Audit Committee has been determined to be “independent” in accordance with our Audit Committee charter and applicable NYSE and Exchange Act rules applicable to boards of directors generally and audit committees in particular. The Board has also determined that each member of the Audit Committee is “financially literate” within the meaning of the NYSE rules and that each of Mr. Rhea and Ms. Sears qualifies as an “audit committee financial expert” as defined by applicable SEC rules.

The Audit Committee is responsible for, among other things:

Compensation and Management Development Committee

Each member of the Compensation Committee has been determined to be “independent” in accordance with our Compensation and Management Development Committee charter and the applicable NYSE and Exchange Act rules applicable to boards of directors generally and compensation committees in particular.

The Compensation Committee is responsible for, among other things:

Nominating and Corporate Governance Committee

A majority of the members of our Nominating and Corporate Governance Committee has been determined to be “independent,”

Chair:     Mr. Rhea Additional Committee Members:     Ms. Barbe     Mr. Fascitelli     Mr. Kelter     Mr. Margolis •  All members are “independent” in accordance with our Nominating and Corporate Governance Committee charter and the applicable NYSE rules. As described above, we were a “controlled company” under the NYSE rules until the November 2017 Merger. We are permitted under a transition period under the NYSE rules to have a fully independent Nominating and Corporate Governance Committee within one year after ceasing to be a “controlled company.” The Nominating and Corporate Governance Committee is responsible for, among other things: developing a set of governance principles applicable to the Company and overseeing the Company’s governance policies; identifying, reviewing, assessing and making recommendations to the Board as to candidates to serve on the Board and its committees; considering matters related to director independence and conflicts of interest; recommending those to serve as committee chairpersons; and overseeing the annual evaluation of the Board and management. Investment and Finance Committee The Board has established an Investment and Finance Committee composed solely of members of the Board. The Investment and Finance Committee is responsible for, among other things: overseeing matters related to the Company’s investments in real estate assets proposed by management; overseeing the performance of the Company’s assets; reviewing the Company’s investment and disposition policies, procedures, strategies and programs; and reviewing the Company’s capital raising and other financing activities. Committee Charters and Corporate Governance Guidelines Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which describe our Board’s views and policies on a wide range of governance topics. These Corporate Governance Guidelines are reviewed periodically by our Nominating and Corporate Governance Committee and, to the extent deemed appropriate in light of emerging practices, revised accordingly, upon recommendation to and approval by our Compensation and Management Development Committee charter and the applicable NYSE and Exchange Act rules •  Governed by a Board-approved charter		Primary Responsibilities: •  establishing and reviewing the Company’s overall compensation philosophy; •  overseeing the goals, objectives and compensation of our President and CEO, including evaluating the performance of the President and CEO in light of those goals; •    reviewing and determining the salaries, performance-based incentives, and other matters related to the compensation of our other executive officers; •  making recommendations to the Board regarding director compensation; •    approving our incentive and equity compensation plans and setting the terms of and making awards thereunder; •    assisting the Board in review and consideration of succession plans for our officers, and establishing and evaluating plans and programs for management development; and •   assisting with our compliance with the compensation rules, regulations and guidelines promulgated by the NYSE, the SEC and other laws, as applicable. For a description of our process for determining compensation, including the role of the Compensation and Management Development Committee’s independent compensation consultant, see “Executive Compensation—Compensation Discussion and Analysis.” The Compensation and Management Development Committee charter is available on our website at: www.invitationhomes.com under “About Us”—“Investors”—“Corporate Governance”—“Governance Documents”—“Compensation and Management Development Committee Charter.” Compensation Committee Interlocks and Insider Participation. During 2020, our Compensation and Management Development Committee was composed of Mr. Rhea, Ms. Barbe, Mr. Fascitelli, Mr. Kelter and Mr. Margolis. During 2020 and as of the date of this Proxy Statement, none of our executive officers served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity whose executive officers served on our Compensation and Management Development Committee or Board.

Our Corporate Governance Guidelines, Audit Committee charter, Compensation Committee charter, Nominating and Corporate Governance Committee charter, Investment, Finance Committee charter, and other corporate governance information are available on our website at www.invitationhomes.com under “About Us”—“Investors”—“Corporate Governance”—“Governance Documents”. Any stockholder also may request them in print, without charge, by contacting the Corporate Secretary of Invitation Homes Inc., 1717 Main Street, Suite 2000, Dallas, Texas 75201.

Executive Sessions

Investment and Finance Committee focuses on financial risks associated with the Company’s cash management, investment and financing policies and practices, asset portfolio and potential acquisitions and divestitures.

Director Nomination Process

The Nominating and Corporate Governance Committee is responsible for recommending to the Board nominees for election as director, and the Board is responsible for selecting nominees for election. This nomination process occurs as part of the nomination of the slate of directors nominated for election at our annual meeting of stockholders and at times when there is a vacancy on the Board or other need to add a director to the Board.

As part of our ongoing commitment to proactive Committee refreshment, following the Annual Meeting, the Board plans to appoint the following members to the standing committees (assuming all director nominees are elected).

Corporate Governance Guidelines

We are committed to exercising strong corporate governance practices. Good governance promotes the long-term interests of our stockholders, strengthens Board and management accountability and improves our standing as a trusted member of the communities we serve.

Our governance structure and processes are guided by key governance documents, including our Corporate Governance Guidelines and committee charters, which govern the operation of the Board and its committees in the execution of their responsibilities. Our Corporate Governance Guidelines are reviewed periodically by our Nominating and Corporate Governance Committee and, to the extent deemed appropriate in light of emerging practices, changing regulatory requirements and issues raised by our stockholders, revised accordingly upon recommendation to and approval by our Board.

Our Corporate Governance Guidelines, committee charters, and other corporate governance information are available on our website at www.invitationhomes.com under “About Us”—“Investors”—“Corporate Governance”—“Governance Documents.” Any stockholder may also request them in print, without charge, by contacting the Corporate Secretary of Invitation Homes Inc., 1717 Main Street, Suite 2000, Dallas, Texas 75201.

Code of Business Conduct and Ethics

We maintain a Code of Business Conduct and Ethics (the “Code of Conduct”) that is applicable to all of our directors, officers and associates, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. Our Code of Conduct is posted on our website at www.invitationhomes.com under “About Us”—“Investors”—“Corporate Governance”—“Governance Documents.” Our Code of Conduct sets forth our policies and expectations on a number of topics, including, but not limited to, conflicts of interest, compliance with laws, use of our assets, gifts and entertainment, fraud, outside activities, political contributions, bribery, corruption, and business conduct and fair dealing. Our Code of Conduct is a “code of ethics,” as defined by Item 406 of Regulation S-K promulgated by the SEC. We intend to make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Conduct on our website rather than by filing a Current Report on Form 8-K and within the time period required under applicable rules and regulations.

Executive Sessions

Executive sessions, which are meetings of the non-management members of the Board, generally take place at every regular Board meeting. In addition, at least once a year, the independent directors meet in a private session that excludes management and directors who have not been determined independent. At each of these meetings, the non-management and independent directors in attendance, as applicable, will determine which member will preside at such session.

Communications with the Board

As described in the Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with the Chairperson of the Board, the chairperson of any of the Audit, Compensation and Management Development, or Nominating and Corporate Governance Committees or to thenon-management or independent directors as a group, may do so by addressing such communications or concerns to Office of the Chief Legal Officer of the Company, at Invitation Homes Inc., 1717 Main Street, Suite 2000, Dallas, Texas 75201, who will forward such communications to the appropriate party. Such communications may be done confidentially or anonymously.

Stock Ownership PolicyOversight of Risk Management

Our Board and management believe that effective risk management involves our entire corporate governance framework. Both our Board and management have key responsibilities in managing risk throughout the Company. Our Board provides overall risk oversight, both directly and through its committees, to identify and assess the major risks our Company faces, and oversees the policies and procedures for monitoring and controlling such risks.

We have adopted a stock ownership policy under which eachface various forms of risk in our business ranging from broad economic, housing market, and interest rate risks, to more specific factors, such as credit risk related to our residents, re-leasing of properties and competition for properties. See Part I. Item I. “Business—Risk Management” and Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the Company’s officers subject to Section 16 offiscal year ended December 31, 2020 (the “2020 Form 10-K”). We believe that the Exchange Actsystems and each nonemployee director serving onprocesses developed by our experienced executive team, with the Board who is eligible to receive compensation for his or her service on the Board or committee thereof is expected to own sharesstrategic counsel and stewardship of our common stock equal in market valueBoard, allow us to effectively monitor, manage and ultimately mitigate these risks. A fundamental part of risk oversight is not only understanding the material risks a specified multiple of his or her annual base salary or cash retainer, as applicable. Under this policy, our President and Chief Executive Officer is expected to own equity in an amount equal to six times his or her annual base salary, the other officers are expected to own equity in an amount equal to three times his or her annual base salarycompany faces and the compensated directors are expectedsteps management is taking to own equitymanage those risks, but also understanding what level of risk is appropriate for the Company. The Board is supported in an amount equalits risk oversight function by its Audit Committee (the committee responsible for overseeing our enterprise risk management activities), Compensation and Management Development Committee, Nominating and Corporate Governance Committee and Investment and Finance Committee. Each of these committees regularly meets with and reports to five times his or her annual cash retainerthe Board. Management is responsible for serving onidentifying material risks, implementing appropriate risk management strategies, integrating risk management into our decision-making process and ensuring that information with respect to material risks is transmitted to senior executives and the Board (exclusive of any cash payable for service on a committeeBoard. Members of the Board or as a chairpersonregularly meet with members of management and other key personnel who advise the Board on areas of enterprise risk, the Company’s risk mitigation and response strategies and any incidents that have arisen.

One of the most significant risks and uncertainties in 2020 and currently is the potential adverse effects of the ongoing COVID-19 pandemic. We created an internal taskforce to closely monitor the progression of COVID-19 and related developments. This team, led by our senior management, follows the guidance of local, state and national officials, as well as the Centers for Disease Control and Prevention and the World Health Organization as the COVID-19 pandemic continues to evolve. This taskforce provides regular updates to our Board. We have implemented a host of measures in response to the pandemic, including modifying the workplace and adopting new business practices to align with health protocols and changing operational realities. See “The Board of Directors and Certain Governance Matters—Response to COVID-19.” As the COVID-19 pandemic continues to disrupt business activity, our Board plays a critical role by guiding and supporting management as they adapt our operations in response to the pandemic and ensuring that the Company positions itself to emerge from the crisis stronger and more resilient.

Information technology and data security, particularly cybersecurity, are also areas of focus for our Board and its Audit Committee, as our operations are highly dependent upon information systems that support our business processes. Cyber intrusions could seriously compromise our networks and the information stored therein could be accessed, publicly disclosed, misused, lost or stolen. In the face of ever-changing and increasing cyber threats, our Board is well-positioned to guide management in the development of an effective cybersecurity risk program for our Company. The Board or committee of the Board). The ownership requirement is expectedits Audit Committee typically meets no less often than semi-annually with senior information technology personnel to be satisfied within five years of the date that the person becomes subjectdiscuss recent trends in cyber risks and reviews our strategy to the policy. In addition, the stock ownership policy provides that, until such person satisfies the ownership requirement, he or she is required to retain at least 50% of the equity such person holds that qualifies toward the ownership requirementdefend our business systems and once the ownership requirement is met, the person must retain the requisite level of equity for so long as he or she is subject to the policy.information against cyber attacks.

COMPENSATION OF DIRECTORSThe table below shows the Board’s and management’s key responsibilities in managing and overseeing risk throughout the Company.

During 2017, our Board underwent several changes, first, in connection with our IPO and, then, in connection with our Merger. As a result, during 2017 our Board was composed as follows:Risk Oversight Responsibilities

Sustainability Initiatives

At Invitation Homes, we are committed to creating an exceptional leasing experience for our residents and leading the single-family industry by example. As the nation’s premier home leasing company, we have an opportunity to make a profound impact by offering quality homes where our residents can feel safe and careers where our associates can thrive. Our mission, vision, and values define our daily actions in delivering on our pledge to be a responsible corporate citizen. Our mission statement, “Together with you, we make a house a home,” reflects our commitment to a resident-centric business philosophy. It is important that each day, we live out our values of Unshakeable Integrity, Genuine Care, Continuous Excellence, and Standout Citizenship as we strive to benefit our residents, our associates, our communities, and our stockholders while at the same time advancing efforts that make us more innovative and our processes more sustainable.

We believe that integrating ESG initiatives into our strategic business objectives is critical to our long-term success. In the fourth quarter of 2020, we launched a formal ESG materiality assessment to identify opportunities for us to make the biggest impact in the areas that our stakeholders prioritize. In order to ensure consistent attention and focus on ESG matters, we have created a dedicated, cross-functional ESG taskforce of associates led by executive management. As a part of their role as stewards of our company’s long-term performance, our Board plays a critical role in understanding how ESG issues affect our business strategy and performance and provides oversight with respect to our ESG initiatives and policies. This responsibility is assigned to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee works closely with management and regularly meets with and reports to the Board on our ESG strategy, initiatives, and policies. We also believe in the value of feedback, and we hold ourselves accountable. To that end, we participate in the GRESB Real Estate Assessment for a third-party evaluation of our ESG performance, and have linked this performance to the pricing of our revolving credit facility, whereby improvements in our GRESB score over time can benefit our borrowing costs under the facility. Through our integrated and ongoing approach to sustainability and corporate responsibility, we seek to drive positive change and create value for our stakeholders.

Sustainability and corporate social responsibility are vitally important to who we are as a company. Our guiding social responsibility, business, and workplace policies apply to our directors, officers, associates, and vendors, and they are posted on our website. These policies apply to all activities undertaken by or on behalf of Invitation Homes anywhere we operate. Among other things, these policies encompass areas of community and associate engagement, diversity and inclusion, human rights, corporate governance and ethics, and environmental initiatives that reflect existing and emerging standards of corporate social responsibility. Please visit our Sustainability page on www.invitationhomes.com under “About Us”—“Sustainability” for more information on our sustainability and corporate social responsibility initiatives and principles.

Environmental Stewardship

Protecting the environment is critically important to us, and our corporate responsibility initiatives help limit the company’s carbon footprint and the environmental impact of our homes. We take our responsibility around carbon emissions very seriously, and we continue to look for ways to lower the level of emissions from our homes. While our residents are responsible for utilities that control energy and water usage, we take a proactive approach to improving the environmental footprint of our portfolio by, among other things:

As the climate continues to change, and with a portfolio located in a variety of United States markets that include coastal areas, we recognize the increased likelihood of acute weather events and other climate-related impacts to our business, operations, and homes. We take a proactive approach to protect our properties against potential risks related to climate change and business interruptions, and we recognize that we must continue to adapt our policies, objectives, and processes to improve the resiliency of our physical properties and our business.

Social Responsibility

Residents

Our success is fueled by the growing demand for high-quality, single-family homes for lease. Many things contribute to an exceptional experience for our residents – the speed and effectiveness of our service, the quality of our portfolio through our ongoing commitment to maintaining our homes, the Genuine Care we provide in each interaction, and much more. By offering quality homes in attractive neighborhoods, we believe we give residents the choice to lease a home in a community that may not have otherwise been attainable. We strive to provide our residents with a worry-free leasing lifestyle through service that includes welcoming them with a home orientation at move-in, making their lives easier with our Smart Home technology offering, and providing 24/7 maintenance combined with our best-in-class ProCare property management service platform. ProCare is an innovative platform designed to provide regular opportunities for us to inspect our assets, proactively address issues, and ensure each home continues to meet our standards.

With the safety and well-being of our residents and associates being our highest priority during the ongoing COVID-19 pandemic, we continue to follow protocols that enable teams to safely provide outstanding service to residents. These protocols include: implementing a safety training program and providing personal protective equipment for all associates; adhering to strict safety protocols for maintenance service trips; leveraging self-show and virtual-tour technology; and offering virtual options for resident move-in orientations and pre-move-out visits. Additionally, while the COVID-19 pandemic has required us to modify our property improvement and maintenance procedures to accommodate resident safety preferences, as a currently designated “essential business” we are completing all maintenance work orders unless a resident reports symptoms of or exposure to COVID-19.

In March 2020, to act on our core values of Genuine Care and Standout Citizenship, we began to offer solutions for residents experiencing financial hardship when requested, including the ongoing creation of payment plans, without late fees, for residents requiring flexibility to meet rental obligations over time. Additionally, we continue to adhere to federal, state, and local restrictions on items such as evictions, collections, rent increases, and late fees as appropriate.

We also believe it is important to listen to our residents, and we take their feedback to heart on our quest to continuously enhance the Genuine Care we provide. We survey residents at each key step in their journey with Invitation Homes, such as at move-in and move-out, and after every in-person interaction they have with an Invitation Homes associate or vendor. We use this feedback to hold ourselves accountable, with all of our associates having a portion of their compensation tied directly to resident satisfaction survey scores. We also use feedback from surveys and focus groups to help inform new service offerings and enhancements we make to the resident experience. In addition to our website and resident surveys, we engage with our residents through monthly resident newsletters, blog posts, and social media campaigns and contests.

Human Capital

Associates are the backbone of our company. Nothing happens without the day-to-day dedication of our invaluable associates. Whether they are a front-line brand ambassador who represents us each and every day with our residents, or a back-of-the-house support team member who ensures we continue to move forward, our associates are our greatest asset. From our focus on associates’ wellbeing, health, and safety to our support for a diverse and inclusive culture, we treat each other fairly and act with honesty, integrity, and respect.

We passionately believe that diverse and inclusive companies make for more innovative, engaged, and happy teams. Our organization celebrates diversity and cultivates a culture of inclusion. We recognize the value of our associates and the need for the Company to build and sustain a culture where associates of diverse backgrounds and abilities contribute their unique viewpoints and perspectives to all aspects of the business. In 2020, we launched a purposeful diversity and inclusion (“D&I”) journey pursuant to which we hired a D&I leader and executed a campaign in which our associates were educated on our commitment to D&I.

As of December 2020, over 40% of our associates are female and over 42% of our associates are people of color. We currently have two active Employee Resource Groups (“ERG”), Together With Women and The Black Collective. In 2021, we will further expand our footprint with the launch of multiple ERGs and a continued focus on ensuring significant and meaningful progress against our key D&I metrics. Our D&I stance contributes to our overall business strategy and serves as a catalyst for retaining our associates, recruiting diverse talent, and building beneficial business relationships with key stakeholders. This business imperative will help us increase the diversity of our workforce, retain and upskill our talent, and enhance our company’s culture. In turn, this will progress our standing as an employer of choice and the nation’s premier home leasing company.

We value continuous dialogue with our associates. In May 2020, we launched a new monthly associate survey tool, called “Our Family. Your Voice.”, which replaced a previously used annual survey. In less than eight months’ time, the survey received more than 94% participation and has provided us with manager-level actionable feedback on several key engagement dimensions. We believe that high monthly participation rates are a strong indication of high engagement and recognition that responses will lead to meaningful action.

We recognize the value of providing regular development opportunities for our associates and help them advance their skills and knowledge. In addition to our annual compliance training campaigns, we offer more than 3,000 online learning and development videos designed to help associates build their skills.

We are committed to accelerating the development of our leaders. In 2020, we created and launched a formal leadership program called “Leadership Essentials” that marks the beginning of our journey to build capable and confident leaders that can lead and inspire a diverse workforce in an ever-changing environment. As part of Leadership Essentials training and our commitment to D&I, we included both D&I and Awareness of Unconscious Bias training for our leaders.

We take considerable steps to ensure the health, safety, and well-being of our associates. In 2019, we conducted our first annual associate engagement survey and formed teams to address underlying issues that surfaced in the results. In early 2020, we rolled out two new benefits programs—flexible work arrangements and parental leave—as a direct result of the survey. Our company’s workplace wellness initiatives, such as health and wellness services, promote healthy habits and demonstrate managerial support for associates’ physical and emotional well-being. Invitation Homes is committed to associate health and welfare by providing a competitive benefits package, including health, dental, vision, term life and disability insurance.

We continue to evolve our health and safety processes to help significantly reduce on-the-job injuries and review and monitor our performance monthly. Our goal is to reduce Occupational Safety and Health Administration recordable incidents every year; and over the past three years, our workplace safety programs have successfully reduced annual on-the-job injuries from 79 to 40, or 49.4%. One of our significant programs in 2020 was to provide “Driving Safety” training for our fleet drivers covering topics like defensive driving techniques and vehicle condition and safety features. Additionally, in response to the COVID-19 pandemic, we established a taskforce that crafted a “Safe Work Playbook” and “Interim Policy Guide,” outlining a consistent way for each of our offices to return to work safely when it is appropriate to do so. We also created formal training for both our field-based and office-based associates to educate and train on these new safety practices and protocols. The majority of our office-based associates continue to work from home and will do so until we determine it is in our and their best interests to fully return to our offices.

We believe it is critically important to maintain a corporate culture that demands integrity and reflects ethical values. Everyone who works at or with Invitation Homes should feel confident about our high ethical standards, our honesty, and our integrity. Our Code of Conduct helps guide us as we collaborate to accomplish our goals together, while holding ourselves individually responsible for our work and accountable for our actions. Our Vendor Code of Conduct is an extension of our values to our vendors and serves to highlight our commitment to ethical business practices and regulatory compliance

Communities

Being a good neighbor is critical in the communities where we do business. This includes volunteering in our local communities and contributing dollars to non-profit organizations doing good in our markets. It also involves the full economic impact of our business on the community, through home renovations completed by local vendors, real estate taxes, homeowners’ association (“HOA”) fees and dues, and locally purchased goods and services. We recognize that the vitality of our business is directly linked to the vitality of the communities in which we operate. We invest in upfront renovations of our homes and maintain them to high standards through timely maintenance services. As of December 31, 2020, we and our predecessors have invested approximately $2.4 billion in the upfront renovation of homes in our portfolio. We invested approximately $39,000 per home for upfront renovations completed during the year ended December 31, 2020. Further, we maintain our homes to high standards through timely maintenance services as well as through our proprietary ProCare service. We believe that these investments benefit our communities by creating jobs, enhancing neighborhood appearance and livability, and improving the overall quality of life for our residents and their neighbors. In addition, we believe such investments improve our relationships with local communities and HOAs and enhance our brand recognition and loyalty.

We believe our values of Genuine Care and Standout Citizenship should extend beyond the walls of our offices and drive our desire to be a good neighbor in each of our communities. While we have a company-wide community impact mantra of “Go Do Good,” much of our community engagement is locally driven. We believe in empowering our associates to make an impact in the communities where they work and reside by partnering with local organizations to provide support to those in need. In addition, each year Invitation Homes associates receive 20 hours of paid time to volunteer in their communities and help their local neighbors. During 2020, many of our nonprofit partners and local organizations offered virtual volunteer experiences that provided safe social distancing options while still enabling us to make an impact, including card and gift showers for the residents and staff of senior living residences and homebound elderly citizens, mentoring and reading, delivering food to veterans and elderly citizens, contributing food and school supplies, collecting and delivering toys, cleaning beaches, and providing other needed support in their communities. We also offer an annual “There’s No Place Like Home” scholarship contest, awarding scholarships for higher learning to residents, associates, and community members.

Additionally, in 2020, we worked with a leading social impact agency to design a signature social initiative program for Invitation Homes with a targeted pilot launch date in the fall of 2021. The program, “Invitation to Your Dream Job,” will broaden access to essential jobs for diverse students who are pursuing careers in skilled trades fields and help serve as an economic driver in our markets. Once our program is fully realized, we expect to annually help 2,250 individuals and their families move toward meaningful employment and financial security. We will also work to highlight the value of these critical workers in our communities. By providing funding to trade schools across our network, we can directly help people upskill and learn trade skills while shifting the perceptions about trade careers.

Corporate Governance and Ethics

We take very seriously the responsibility that individuals and organizations have chosen to invest in our company, and we strive every day to ensure that our actions result in value for these investors. We believe that ethical business practices and sound governance promote the long-term interests of our stockholders, strengthen Board and management accountability, and improve our standing as a trusted member of the communities we serve. We are committed to the principles of good corporate governance and have implemented internal policies and procedures to ensure that our governance practices are best in class and align our interests with those of our stockholders. See “The Board of Directors and Certain Governance Matters—Corporate Governance” for more information about our corporate governance practices.

We believe it is critically important to maintain a corporate culture that demands integrity and reflects our ethical values. We are committed to operating at the highest ethical level and serving as a responsible fiduciary for our stockholders. Everyone who works at or with Invitation Homes should feel confident about our high ethical standards, our honesty, and our integrity. Our daily decisions are driven by our Code of Conduct, which demonstrates our commitment to be a responsible corporate citizen and a good business partner. The Code of Conduct is supported by associate conduct policies and programs and reinforced through regular associate training. We have zero tolerance in relation to illegal or unethical conduct, and this is articulated in our relevant policies, including policies on conflicts of interest, gifts and entertainment, fraud, sanctions, outside activities, political contributions, and bribery and corruption. See “The Board of Directors and Certain Governance Matters—Code of Business Conduct and Ethics” for more information about our Code of Conduct.

Our confidential compliance hotline is a critical part of our ethics and compliance program. The hotline is available 24 hours a day, 365 days a year and is operated by a third-party compliance management provider, enabling automated and anonymous reporting. We have implemented a “whistleblower” policy that allows our associates to file reports regarding any impropriety on a confidential and anonymous basis and establishes comprehensive procedures for the receipt, retention, investigation, and treatment of reports. The reports are reviewed with our Audit Committee at meetings throughout the year. Neither our company, nor any director, officer, associate, contractor, subcontractor, or agent of the company will, directly or indirectly, discharge, demote, suspend, threaten, harass, or in any manner discriminate or retaliate against any person who, in good faith, makes a report or assists in investigating a report

We expect the same high standards of those who work with us and represent us, and our Vendor Code of Conduct is an extension of our values to our vendors and serves to highlight our commitment to ethical business practices and regulatory compliance. The Vendor Code of Conduct is posted on our website www.invitationhomes.com under “About Us”—“Sustainability”—“Governance and Ethical Business Practices”—“Vendor Practices.”

Response to COVID-19

Along with our management, our Board rapidly identified the unprecedented nature of the COVID-19 pandemic and its potential to impact the global economic environment, the industry in which we operate and the way that we conduct our business. The ultimate impacts remain unknown, but could range from macroeconomic effects, such as the potential worsening of global and United States economic conditions and the continued disruptions to, and volatility in, the credit and financial markets, consumer spending, and the market for acquisition and disposition of single-family homes, to more industry-specific effects, including depressed collection rates, higher or lower occupancy levels, restrictions on evictions, collections, rent increases, and late fees and other unanticipated consequences. As such, we are closely monitoring the impact of the ongoing COVID-19 pandemic on all aspects of our business, including operating, investment management, and capital markets activities and will continue to actively manage our response in collaboration with our residents and business partners.

We have implemented a host of measures in response to the pandemic, including modifying the workplace and adopting new business practices to align with health protocols, complying with all applicable Federal, State and local laws, and adapting to changing operational realities. With the safety and well-being of our residents and associates being our highest priority, we continue to follow protocols that enable teams to safely continue providing outstanding service to residents. Below we summarize key actions we have undertaken in response to the pandemic to protect our associates, stockholders and residents.

Both priorThe COVID-19 pandemic has changed the lives of our associates, our residents, and our communities. We are proud of how our team has responded, showing resilience, innovating in real time, and demonstrating the tremendous value of our resident-centric business philosophy and commitment to community.

COMPENSATION OF DIRECTORS

Our non-employee directors are entitled to receive cash compensation, as well as equity compensation in the form of restricted stock units (“RSUs”), for their Board service. Mr.  Tanner, our President and following our IPO,CEO, receives no director employed by us or affiliated with Blackstone received compensation for serving on our Board. Accordingly, in 2017, neither Messrs. Bartling, Caplan, Gray, Harper, Peterson, Roth, Stein, Tanner nor Tuomi received compensation for serving on our Board.

2020 Annual Director Compensation Program

In connection with2020, our IPO, we adopted an annual director compensation program under which eligiblenon-employee directors are entitled to receivereceived annual compensation, as follows:

Director Compensation Table for Fiscal 20172020

The table below sets forth information regardingnon-employee director compensation for the fiscal year ended December 31, 2017.2020.