Invitation Homes (INVH) DEF 14A Definitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to § 240.14a-12

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):

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

On behalf of the Board of Directors, I want to thank you for your investment in Invitation Homes Inc. (“Invitation Homes” or the “Company”). We are pleased to invite you to participate in the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on Tuesday, May 17, 2022, at 12:00 p.m. Eastern time. This year’s Annual Meeting will once again be held virtually. You may attend the Annual Meeting, vote your shares electronically, and submit your questions via a live audio webcast by visiting www.virtualshareholdermeeting.com/INVH2022. The attached Notice of the 2022 Annual Meeting of Stockholders and Proxy Statement provides additional information about the meeting and the business we plan to conduct. We made significant progress executing our strategic priorities of growth, improved resident experience, advancing opportunities for our associates, and being a good neighbor in our communities:

We increased opportunity and choice for the growing share of Americans who prefer the flexibility of a lease over owning a home. In 2021, we acquired more than $1.9 billion of homes (including wholly-owned acquisitions, as well as acquisitions made by our joint ventures), greatly surpassing original targets and realizing our most active growth year since 2014. We also formed an innovative strategic relationship with PulteGroup, Inc., which we expect to result in 7,500 new homes for the Invitation Homes portfolio over five years. We’ve invested in Pathway Homes, a new company that offers customers the opportunity to first lease and then later buy a home, and in early 2022 we formed a second joint venture with Rockpoint Group, L.L.C. that focuses on higher price-point homes in premium locations.

We continued to support our residents during the ongoing challenges of COVID-19, and we added new programs to improve their leasing experience. With the safety and well-being of our residents and associates being our highest priority during the ongoing COVID-19 pandemic, we continued to follow protocols that enable our teams to safely provide outstanding service to residents. Since the pandemic began, we also have helped thousands of individuals and families who were impacted by COVID-19 stay in their homes. This includes helping them find available rental assistance and, as a result, we have helped thousands of our residents receive more than $50.5 million of assistance through December 31, 2021. We continue these efforts today. In addition, we continued to build programs and options that make the leasing experience an easy one for our residents: we added an air filter delivery program and continued to install smart home technology, both of which are helpful to the environment; we launched a mobile app that makes it easy for residents to request maintenance services and engage with our technicians; we redesigned our website so that it’s easier for prospective and existing residents to find resources and interact with our team; and we began to offer landscaping and pest control packages in some of our markets, using the scale of our business to bring these discounted services to our residents.

We expanded programming designed to unlock the full potential of the best team in the business. We’re proud of the progress we’ve made in ensuring that our associates have the resources they need to do their jobs, to grow their careers, and to feel safe and comfortable in the workplace. We also continue to prioritize the safety of our associates during the ongoing COVID-19 pandemic. We regularly update our COVID-19 “Safe Work Playbook,” which outlines protocols for our offices and associates regarding pandemic-related safety behaviors. In 2021, we formalized our commitment to diversity, equity, and inclusion, and we initiated five additional employee resource groups to further support a welcoming environment. We also initiated programs to facilitate recognition and award service anniversaries and continued to provide flexible work opportunities. Finally, we

implemented a new human resources technology solution that consolidated multiple systems, increased ease of use, and enhanced visibility of information for our associates.

We launched good neighbor programs to support the communities where we do business and deliver on our pledge to be a responsible corporate citizen. In 2021, we introduced two signature community engagement programs: Step Up, Stand Out is focused on educational opportunities in the skilled trades careers; and Green Spaces is centered around improving community amenities. In addition, our team volunteered a record 13,196 hours in 2021 using the 20 hours of paid time the Company annually provides to each associate. We also invested in the Fifth Wall Climate Technology Fund to support companies creating climate-friendly technologies for real estate. Finally, we achieved a 13% increase on our sustainability score with GRESB, a third-party international organization that measures a company’s environmental, social and governance (“ESG”) achievements. As we enter our second decade as the nation’s premier home leasing company, we know that we play a critical role in progressing the overall performance of the industry, especially by continuing to deliver additional value to our residents and by advancing our ESG efforts.

We strongly believe that regular engagement with all of our stakeholders — investors, associates, residents, suppliers, advocacy groups, governments, communities, and capital partners — is critical to our long-term success. The Annual Meeting is another opportunity for stockholders to express views on matters relating to Invitation Homes’ business, and we hope you will participate. Whether you own a few shares or many, and whether or not you plan to attend the Annual Meeting, we believe that it is important that everyone’s shares be represented and voted. You may vote your shares on the Internet, by telephone, or by completing, signing and promptly returning a proxy card, or you may vote via the Internet at the Annual Meeting. Each of these options will ensure that your shares will be represented and voted at the Annual Meeting. We have sent most of our stockholders of record at the close of business on March 22, 2022, a Notice of Internet Availability of Proxy Materials on or about April 5, 2022. The notice contains instructions on how to access our Proxy Statement and Annual Report and vote online. Thank you for your continued support of Invitation Homes. On behalf of the Board of Directors and associates of Invitation Homes, I appreciate your continued trust and confidence.

Sincerely,       Dallas B. Tanner   President and Chief Executive Officer   April 5, 2022

Notice of 2022 Annual Meeting of Stockholders

DATE AND TIME Tuesday, May 17, 2022 12:00 p.m., Eastern Time	Virtual Location www.virtualshareholdermeeting.com/INVH2022	Record Date March 22, 2022

ITEMS OF BUSINESS:

1. To elect the director nominees listed in the Proxy Statement.

2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2022.

3. To approve, in a non-binding advisory vote, the compensation paid to our named executive officers.

4. To consider such other business as may properly come before the 2022 annual meeting of stockholders (the “Annual Meeting”) and any adjournments or postponements thereof.

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.

VIRTUAL LOCATION:

You will be able to attend the Annual Meeting, vote and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/INVH2022. You will need your 16-Digit Control Number included on your Notice of the Annual Meeting or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting.

RECORD DATE:

The Board of Directors of Invitation Homes Inc. established the close of business on March 22, 2022 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:

To ensure your shares are voted, you may vote your shares over the Internet, by telephone or by requesting a proxy card to 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 5, 2022

This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the

case may be, on or about April 5, 2022.

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING TO BE HELD ON MAY 17, 2022

The Notice of Annual Meeting, Proxy Statement and Invitation Homes Inc.’s Annual Report are available free of charge at www.proxyvote.com, a site that does not have “cookies” that identify visitors to the site.

TABLE OF CONTENTS

Business Highlights	ii
General Information	1
Proposal No. 1—Election of Directors	6
Introduction	6
Nominees for Election to the Board of Directors in 2022	8
The Board of Directors and Certain Governance Matters	14
Corporate Governance	14
Director Independence and Independence Determinations	15
Board Structure	16
Board and Committee Evaluations	16
Committees of the Board of Directors; Meetings of the Board of Directors and its  Committees	17
Report of the Audit Committee	18
Report of the Compensation and Management Development Committee	19
Director Nomination Process	21
Director Succession Planning and Board and Committee Refreshment	22
Limitation on Other Board and Audit Committee Service	22
Executive Sessions	22
Management Development and Succession Planning	23
Corporate Governance Guidelines	23
Code of Business Conduct and Ethics	23
Communications with the Board	23
Oversight of Risk Management	23
Environmental, Social, and Governance Initiatives	26
Compensation of Directors	34
2021 Annual Director Compensation Program	34
Proposal No. 2—Ratification of Independent Registered Public Accounting Firm	36
Audit and Non-Audit Fees	36
Pre-Approval Policy for Services of Independent Registered Public Accounting Firm	36
Executive Officers of the Company	38

Executive Compensation—Compensation Discussion and Analysis	40
Introduction	40
Executive Summary	40
Performance Highlights	41
Strong Compensation Governance	42
2021 Advisory Vote on Executive Compensation	42
Executive Compensation Objectives and Philosophy	42
Determination of Compensation	43
Other Matters	56
Summary Compensation Table	58
2021 Grants of Plan Based Awards Table	59
Narrative to Summary Compensation Table and 2021 Grants of Plan Based Awards Table	59
Outstanding Equity Awards at 2021 Fiscal Year End	60
2021 Stock Vested Table	61
Potential Benefits upon a Termination or Change in Control	62
CEO Pay Ratio	66
Proposal No. 3—Non-Binding Vote to Approve Executive Compensation	67
Equity Compensation Plan Information	69
Ownership of Securities	70
Transactions with Related Persons	72
Registration Rights Agreement	72
Indemnification Agreements	72
Related Person Transaction Policy	72
Stockholder Proposals for the 2023 Annual Meeting	73
Company Documents	73
Householding of Proxy Materials	73
Other Business	74
ANNEX A: Non-GAAP Reconciliations	A-1
Reconciliation of Total Revenues to Same Store Core Revenues, Full Year	A-1

i

1. See Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”) for the reconciliation of AFFO to net income (loss) (as determined in accordance with GAAP), the most directly comparable GAAP measure.

2. Same Store NOI Growth is defined as the percentage year-over-year change in Net Operating Income (“NOI”) from our Same Store portfolio where NOI is calculated as described in our 2021 Form 10-K under Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures.” See Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures” in our 2021 Form 10-K for the reconciliation of Same Store NOI to net income (loss) (as determined in accordance with GAAP), the most directly comparable GAAP measure.

3. “Same Store” is defined in our 2021 Form 10-K under “Defined Terms.”

4. Includes wholly-owned acquisitions, as well as acquisitions made by our joint ventures.

5. Secured debt / gross tangible assets represents (i) the gross balance of secured debt, divided by (ii) total assets, less goodwill, gross of accumulated depreciation of investments in single-family rental properties.

6. See Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures” in our 2021 Form 10-K for the reconciliation of Adjusted EBITDAre to net income (loss) (as determined in accordance with GAAP), the most directly comparable GAAP measure.

7. Total shareholder return for the period from December 31, 2020 to December 31, 2021.

ii

PROXY STATEMENT

April 5, 2022

GENERAL INFORMATION

Why am I receiving these materials?

This Proxy Statement and related proxy materials are first being made available to stockholders of Invitation Homes Inc., a Maryland corporation (“Invitation Homes,” the “Company,” “we,” “our” or “us”) on or about April 5, 2022, for use at our 2022 annual meeting of stockholders (the “Annual Meeting”) to be held on Tuesday, May 17, 2022, at 12:00 p.m., Eastern time, and any adjournments or postponements thereof. This year’s Annual Meeting will be a completely virtual meeting of stockholders. You are invited to attend the virtual Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/INVH2022. Proxies are being solicited by the Board of Directors of the Company (the “Board”) to give all stockholders of record at the close of business on March 22, 2022 (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 three proposals to be considered and voted on at the Annual Meeting:

Proposal 1:	To elect the director nominees listed in this Proxy Statement.
Proposal 2:	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2022.
Proposal 3:	To approve, in a non-binding advisory vote, the compensation paid to our named executive officers.

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 608,195,035 shares of our common stock outstanding. You have one vote for each share of common stock held by you as of the Record Date, including shares:

• Held directly in your name as “stockholder of record” (also referred to as “registered stockholder”); and

• Held for you in an account with a broker, bank or other nominee (shares held in “street name”). Street name holders generally cannot vote their shares directly and instead must instruct the broker, bank or other nominee how to vote their shares. Please refer to information from your broker, bank or other nominee on how to submit voting instructions.

What constitutes a quorum?

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

1

  General Information (continued)

What is a “broker non-vote”?

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

How many votes are required to approve each proposal?

With respect to the election of directors (Proposal 1), under our Amended and Restated Bylaws, effective as of February 2, 2022 (the “Bylaws”), directors are elected by a plurality vote, which means that the director nominees with the greatest number of votes cast, even if less than a majority, will be elected. There is no cumulative voting in the election of directors.

With respect to the ratification of our independent registered public accounting firm (Proposal 2), and the approval, in a non-binding advisory vote, of the compensation paid to our named executive officers (Proposal 3), under our Bylaws, approval of each proposal requires a majority of the votes cast.

How are votes counted?

With respect to the election of directors (Proposal 1), you may vote “FOR” or “WITHHOLD” with respect to each nominee. Votes that are “withheld” will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a director, because directors are elected by plurality voting. Broker non-votes will not affect the outcome of this proposal.

With respect to the ratification of our independent registered public accounting firm (Proposal 2), you may vote “FOR,” “AGAINST” or “ABSTAIN.” For Proposal 2, abstentions will not affect the outcome of this proposal; however, as this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal.

With respect to the approval, in a non-binding advisory vote, of the compensation paid to our named executive officers (Proposal 3), you may vote “FOR,” “AGAINST” or “ABSTAIN.” For Proposal 3, abstentions and broker non-votes will not affect the outcome of this proposal.

If you sign and submit your proxy card without voting instructions, your shares will be voted in accordance with the recommendation of the Board with respect to the proposals and in accordance with the discretion of the holders of the proxy with respect to any other matters that may be voted upon.

Who will count the votes?

Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and act as inspectors of election.

2 2022 Proxy Statement

  General Information (continued)

How does the Board recommend that I vote?

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

Proposal 1:	To elect the director nominees listed in this Proxy Statement. “FOR” each of the nominees for election as directors set forth in this Proxy Statement. Our Board unanimously believes that all of the director nominees listed in this Proxy Statement have the requisite qualifications to provide effective oversight of the Company’s business and management.
Proposal 2:	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2022. “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2022. Our Audit Committee and the Board believe that the retention of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2022 is in the best interest of the Company and its stockholders.
Proposal 3:	To approve, in a non-binding advisory vote, the compensation paid to our named executive officers. “FOR” the approval, in a non-binding advisory vote, of the compensation paid to our named executive officers. We are seeking a non-binding advisory vote to approve, and our Board recommends that you approve, the 2021 compensation paid to our named executive officers, which is described in the section of this Proxy Statement titled “Executive Compensation—Compensation Discussion and Analysis.”

1.

ELECTION

OF DIRECTORS

BOARD VOTE RECOMMENDATION

✓ FOR

PAGE 6

  

2.

RATIFICATION OF

THE APPOINMENT

OF INDEPENDENT

ACCOUNTING FIRM

BOARD VOTE RECOMMENDATION

✓FOR

PAGE 36

    

3.

ADVISORY VOTE

ON EXECUTIVE

COMPENSATION

BOARD VOTE RECOMMENDATION

✓ FOR

PAGE 67

How do I vote my shares without attending the Annual Meeting?

Your vote is important and we encourage you to vote promptly. If you are a stockholder of record, you may vote your shares in the following ways:

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

By Telephone—If you have access to a touch-tone telephone, you may vote by dialing 1-800-690-6903 and by following the recorded instructions. You will need the control number included on your proxy card in order to vote by telephone.

By Mail—You may vote by mail by completing, signing and dating the enclosed proxy card where indicated and by mailing or otherwise returning the card in the envelope that has been provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.

3

  General Information (continued)

If you hold your shares in street name, you may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your broker, bank, or other nominee on how to submit voting instructions.

Internet and telephone voting facilities will close at 11:59 p.m. Eastern time on May 16, 2022, and mailed proxy cards must be received no later than May 16, 2022.

When and where will the Annual Meeting be held?

Our Annual Meeting will be held at 12:00 p.m., Eastern time, on Tuesday, May 17, 2022, via live audio webcast, online at www.virtualshareholdermeeting.com/INVH2022. For information on how to attend the virtual Annual Meeting, see “General Information—How do I attend and vote my shares at the virtual Annual Meeting.”

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

Our Board of Directors considers the appropriate format of the stockholder meeting on an annual basis. To support the health and well-being of our stockholders, associates, and the Board, this year’s Annual Meeting will be a virtual meeting, conducted via live audio webcast. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/INVH2022. If you virtually attend the Annual Meeting, you can vote your shares electronically, and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/INVH2022. A summary of the information you need to attend the Annual Meeting via the Internet is provided below:

• Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/INVH2022;

• Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/INVH2022 on the day of the Annual Meeting;

• Stockholders may vote and submit questions while attending the Annual Meeting via the Internet (for information on how to ask questions during the virtual Annual Meeting, see “General Information—How can I ask questions at the virtual Annual Meeting?”); and

�� • You will need your control number that is included in your Notice of Internet Availability of Proxy Materials, or if you received a printed copy of the proxy materials, in your proxy card or the instructions that accompanied your proxy materials in order to enter the Annual Meeting and to vote during the Annual Meeting.

Whether you plan to attend the Annual Meeting or not, we encourage you to vote in advance over the Internet, by telephone or mail so that your vote will be counted if you do not vote at the Annual Meeting.

Will I be able to participate in the virtual Annual Meeting on the same basis I would be able to participate in a live annual meeting?

As noted above, 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 the Annual Meeting website at www.virtualshareholdermeeting.com/INVH2022 during the Annual Meeting.

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

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/INVH2022, 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

4 2022 Proxy Statement

  General Information (continued)

permits. Consistent with our prior annual meetings, we kindly ask stockholders not to ask more than one question to allow us to answer questions from as many stockholders as possible. Questions from multiple stockholders on the same topic or that are otherwise related may be grouped, summarized and answered together. Off-topic, personal or other inappropriate questions will not be answered.

To be sure that all stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting, all of our Board members and executive officers are expected to join the Annual Meeting. If you want to participate in our Annual Meeting, but cannot submit your question using the Annual Meeting website, please contact our investor relations department at (844) 456-INVH (4684) or ir@invitationhomes.com for accommodations.

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

If you encounter any difficulties accessing or participating in the Annual Meeting, please call the technical support number that will be posted on the Annual Meeting log-in page at www.virtualshareholdermeeting.com/INVH2022. 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/INVH2022 within approximately 24 hours after the completion of the Annual Meeting. No one attending the Annual Meeting via the webcast or telephone is permitted to use any audio recording device.

May I change my vote or revoke my proxy?

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

• sending a written statement to that effect to our Corporate Secretary at Invitation Homes Inc., 1717 Main Street, Suite 2000, Dallas, Texas 75201, provided such statement is received no later than May 16, 2022;

• authorizing a proxy again by Internet or telephone at a later time before the closing of those voting facilities at 11:59 p.m. on May 16, 2022;

• submitting a properly signed proxy card with a later date that is received by our Corporate Secretary at Invitation Homes Inc., 1717 Main Street, Suite 2000, Dallas, Texas 75201, no later than May 16, 2022; or

• attending the Annual Meeting and voting during the Annual Meeting.

If you hold shares in street name, you may submit new voting instructions by contacting your broker, bank or other nominee, or as otherwise provided in the instructions provided to you by your broker, bank or other nominee.

Could other matters be decided at the Annual Meeting?

At the date this Proxy Statement went to press, we did not know of any matters that may be properly presented at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by our directors, officers and other Company associates (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers, banks and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

5

PROPOSAL NO. 1—ELECTION OF DIRECTORS

Introduction

At present, the number of directors that comprise our Board is nine. Our Board has considered, and at the recommendation of the Nominating and Corporate Governance Committee, nominated each of the following nominees for a one-year term expiring at our annual meeting of stockholders to be held in 2023 (the “2023 Annual Meeting”) or until his or her successor is duly elected and qualifies or until his or her earlier death, resignation, retirement, disqualification or removal: Michael D. Fascitelli, Jana Cohen Barbe, Richard D. Bronson, Jeffrey E. Kelter, Joseph D. Margolis, John B. Rhea, J. Heidi Roizen, Janice L. Sears, and Dallas B. Tanner. Action will be taken at the Annual Meeting for the election of these nominees.

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 2022.”

Director Nominees’ Snapshot

Name and Primary Occupation	Age	Director Since	Independent
Michael D. Fascitelli Owner and Principal, MDF Capital LLC; Managing Partner, Imperial Companies; Board of Trustees Member, Vornado Realty Trust; Director, Radius Global Infrastructure, Inc.; Director, Quadro Partners Inc.	65	2017	Yes
Dallas B. Tanner President and Chief Executive Officer, Invitation Homes	41	2019	No
Jana Cohen Barbe Director, The Boler Company; Blackstone, Senior Advisor; Senior Partner, Dentons (Retired)	59	2018	Yes
Richard D. Bronson Chief Executive Officer, The Bronson Companies, LLC; Lead Director, Starwood Property Trust, Inc.	77	2017	Yes
Jeffrey E. Kelter Founding Partner, KSH Capital; Chairman, Jack Creek Investment Corp.	66	2017	Yes
Joseph D. Margolis Chief Executive Officer, Extra Space Storage, Inc.	61	2020	Yes
John B. Rhea Partner, Centerview Partners; Director, State Street Corporation	56	2015	Yes
J. Heidi Roizen Partner, Threshold Ventures; Director, DMGT	64	2020	Yes
Janice L. Sears Director, Sonder Holdings Inc.; Managing Director, Western Region Head, Real Estate Investment Banking Group (Retired), Banc of America Securities; San Francisco Market President (Retired), Bank of America	61	2017	Yes

6 2022 Proxy Statement

  Proposal No. 1—Election of Directors (continued)

Director Nominees’ Collective Skills and Attributes

Skills and Experience
Real Estate / Real Estate Investment Experience in real estate development, operations, investment, and asset management, to guide our real estate finance and investment strategies.	🌑	🌑	🌑	🌑	🌑	🌑	🌑	🌑	🌑
Financial / Banking Financial acumen and experience to evaluate our financial statements, capital structure and financial strategy.	🌑	🌑	🌑	🌑	🌑	🌑	🌑	🌑	🌑
Risk Management Experience overseeing assessment and management of various forms of risk we face in our business.	🌑	🌑	🌑	🌑	🌑	🌑	🌑	🌑	🌑
Legal/Regulatory / ESG Ability to guide us through government regulations, complex legal matters, and corporate responsibility and public policy issues.	🌑	🌑	🌑			🌑	🌑	🌑	🌑
Operations Experience leading complex operations to help us optimize our business model.	🌑	🌑		🌑	🌑	🌑	🌑	🌑
Executive/ Robust Leadership Strong strategic insights gained through multi-faceted and challenging business experiences and active leadership ability.	🌑	🌑	🌑	🌑	🌑	🌑	🌑	🌑	🌑
Attributes
Women			🌑					🌑	🌑
People of color							🌑
Independent	🌑		🌑	🌑	🌑	🌑	🌑	🌑	🌑

7

  Proposal No. 1—Election of Directors (continued)   

Nominees for Election to the Board of Directors in 2022

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

MICHAEL D. FASCITELLI
	Age: 65 Director since: November 2017 Independent Chairperson of the Board of Directors Committees: None
Career Highlights Mr. Fascitelli has served on our Board since November 2017 and was appointed the Chairperson of the Board of Directors in May 2021. Prior to the merger with Starwood Waypoint Homes (“SWH”) in November 2017, from January 2016 to November 2017, Mr. Fascitelli served on the Board of SWH and, from January 2014 to January 2016, served on the Board of Starwood Waypoint Residential Trust (“SWAY”), SWH’s predecessor. Since June 2013, Mr. Fascitelli has been the owner and principal of MDF Capital LLC, a private investment firm. Mr. Fascitelli is also a co-founder and a Managing Partner of Imperial Companies, a real estate investment and development company. Mr. Fascitelli has served as member of the Board of Trustees of Vornado Realty Trust (NYSE: VNO) since 1996. He served as the President of Vornado Realty Trust from 1996 to April 2013 and its Chief Executive Officer from May 2009 to April 2013. Mr. Fascitelli served as the President of Alexander’s Inc., a real estate investment trust and an affiliate of Vornado Realty Trust, from December 1996 to April 2013. Prior to joining Vornado Realty Trust in 1996, Mr. Fascitelli was a partner at Goldman Sachs & Co., an investment banking firm, in charge of its real estate practice since 1992. Mr. Fascitelli also serves as a Co-Chairman of the board of directors of Radius Global Infrastructure, Inc. (NASDAQ: RADI), one of the largest international aggregators of rental streams underlying wireless sites through the acquisition and management of ground, tower, rooftop and in-building cell site leases, and as the chairman of the investment committee and a board member of Quadro Partners Inc. (formerly Cadre), a real estate technology company. He serves as a board member of Child Mind Institute, The Rockefeller University, Urban Land Institute and University of Rhode Island Foundation. Mr. Fascitelli is a former Commissioner of the Port Authority of New York and New Jersey and a past Chairman of the Wharton Real Estate Center where he served on the executive committee.
Skills and Qualifications Our Board considered Mr. Fascitelli’s long and successful track record in various leadership roles including his executive experience as President and Chief Executive Officer of Vornado Realty Trust and his extensive knowledge of and experience in the real estate industry, which the Board believes provide us with valuable experience and insight. Additionally, our Board considered Mr. Fascitelli’s broad experience with corporate governance, risk management and business strategy as a director of several public and private companies.

8 2022 Proxy Statement

  Proposal No. 1—Election of Directors (continued)

DALLAS B. TANNER
	Age: 41 Director since: January 2019 Committees: Investment and Finance Committee
Career Highlights 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 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 represent 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 currently serves on the HOPE Global Board of Advisors, the Policy Advisory Board of the Harvard Joint Center for Housing Studies, and the Real Estate Roundtable. He is actively involved in American Indian Services and served as a missionary in the Netherlands and Belgium.
Skills and Qualifications 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.

JANA COHEN BARBE
	Age: 59 Director since: November 2018 Independent Committees:   Audit Committee Compensation and Management Development Committee
Career Highlights Ms. Barbe has served on our Board since November 2018. Ms. Barbe also 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 largest producer and supplier of heavy duty truck suspensions and related components for the transportation industry. Ms. Barbe currently holds the position of Senior Advisor to Blackstone’s real estate group in connection with its affordable housing initiatives. Ms. Barbe was previously a partner at Dentons, the largest law firm in the world, where she advised many of the world’s leading financial institutions and insurance companies on affordable housing and community development investments. In addition to the more than 30 years Ms. Barbe has spent working to advance affordable housing across the country, Ms. Barbe is deeply committed to serving her local community. She is a past Chairperson of the Board of Thresholds, Illinois’ oldest and largest provider of supportive services and housing for individuals with severe and persistent mental illnesses. Ms. Barbe is also an impassioned advocate for women. A trailblazer, she was the first woman appointed to the Dentons’ Global Board where she served as the only woman for six years, and the first Global Vice Chair appointed from the U.S. region. As such, Ms. Barbe effectuated groundbreaking and lasting change for women in the legal profession, as recognized by Corporate Counsel and InsideCounsel magazines when they awarded her the 2019 Women, Influence & Power Lifetime Achievement Award. She is also a past Chairperson of the Board of Advisors of Catalyst, Inc., the much acclaimed international women’s advocacy organization and a member of the Board of Directors of The Association, a global community of extraordinary women.
Skills and Qualifications 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. The Board also considered Ms. Barbe’s leadership in strategic implementation of diversity and other aspects of corporate social responsibility.

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  Proposal No. 1—Election of Directors (continued)

RICHARD D. BRONSON
	Age: 77 Director since: November 2017 Independent Committees:   Compensation and Management Development Committee Nominating and Corporate Governance Committee (Chairperson)
Career Highlights Mr. Bronson has served on our Board since November 2017. Prior to the merger with SWH, 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.
Skills and Qualifications 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. Our Board also considered Mr. Bronson’s experience as successful entrepreneur with proven operational skills.

JEFFREY E. KELTER
	Age: 67 Director since: November 2017 Independent Committees:   Investment and Finance Committee (Chairperson) Nominating and Corporate Governance Committee
Career Highlights 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 Executive Chairman of Jack Creek Investment Corp. (ASDAQ: JCIC), a special purposes acquisition company focused on the broader food and consumer products logistics and supply chain ecosystems. Mr. Kelter is a founding partner of KSH Capital, which provides real estate entrepreneurs with capital and expertise to grow their platforms. Prior to founding KSH Capital, Mr. Kelter was the Founding Partner and Chief Executive Officer of KTR Capital Partners from 2005 to 2015, a leading private equity real estate investment and operating company focused on industrial properties throughout North America. KTR and its commingled investment funds were sold in May 2015 to a joint venture of Prologis Inc. (NYSE: PLD) and Norges Bank Investment Management. Prior to founding KTR, from 1997 to 2004, Mr. Kelter was President and Chief Executive Officer and served on the Board of Keystone Property Trust (“Keystone”), an industrial real estate investment trust (“REIT”). 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 as a trustee of the Urban Land Institute, Cold Spring Harbor Laboratory, Westminster School and Trinity College. Mr. Kelter formerly served on the Board of Gramercy Property Trust (NYSE: GPT) from 2015 to 2018.
Skills and Qualifications Our Board considered Mr. Kelter’s management leadership and governance experience as President and Chief Executive Officer of Keystone and Penn Square and his extensive experience of over 20 years in commercial real estate. Our Board also considered Mr. Kelter’s deep experience and strong understanding of the key strategic challenges and opportunities of running a REIT.

10 2022 Proxy Statement

  Proposal No. 1—Election of Directors (continued)

JOSEPH D. MARGOLIS
	Age: 61 Director since: May 2020 Independent Committees:   Compensation and Management Development Committee Investment and Finance Committee
Career Highlights Mr. Margolis has served on our Board since May 2020. 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.
Skills and Qualifications Our Board considered Mr. Margolis’ extensive finance and real estate experience and senior executive experience in dealing with complex management, financial, risk assessment, business, and governance issues, which enable him to provide us with business leadership and financial expertise. Mr. Margolis’ extensive experience and instrumental role in developing key corporate strategies provide important insights and perspectives with respect to growth and long-range planning.

JOHN B. RHEA
	Age: 56 Director since: October 2015 Independent Committees:   Compensation and Management Development Committee (Chairperson) Investment and Finance Committee
Career Highlights Mr. Rhea has served on our Board since January 2017 and, prior to our IPO, from October 2015 to January 2017, served on the boards 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 at Siebert Williams Shank & Co., LLC, a full-service investment banking firm, from June 2017 to September 2020. Mr. Rhea is also Managing Partner of RHEAL Capital Management, LLC, a real estate development and investment firm he founded in March 2014, specializing in affordable and market rate housing, public private partnerships, and acquisition and repositioning of commercial real estate in urban communities. Mr. Rhea previously served as a Senior Advisor to The Boston Consulting Group, a worldwide management consulting firm from July 2014 to September 2017. From May 2009 to January 2014, Mr. Rhea was a senior appointee of Michael R. Bloomberg, Mayor of the City of New York, where he served as Chairman and Chief Executive Officer of the New York City Housing Authority, the largest public housing authority in North America. Prior to his service with the Bloomberg Administration, Mr. Rhea was Managing Director and Co-Head of Consumer and Retail investment banking at Barclays Capital (and its predecessor firm Lehman Brothers) from May 2005 to April 2009. Previously, Mr. Rhea served as Managing Director at JPMorgan Chase & Co. from May 1997 to April 2005. Earlier in his career, Mr. Rhea worked at PepsiCo, Inc. and The Boston Consulting Group. Mr. Rhea has served on and chaired several non-profit boards and is currently a director of Wesleyan University, Red Cross Greater New York and University of Detroit Jesuit High School.
Skills and Qualifications Our Board considered Mr. Rhea’s significant experience in our industry, including in development and regulation and his prior senior positions at real estate companies and regulatory bodies, including as Chairman and CEO of the New York City Housing Authority, and other companies. The Board also considered Mr. Rhea’s extensive experience in the investment banking industry providing a valuable insight into capital markets and trends.

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  Proposal No. 1—Election of Directors (continued)

J. HEIDI ROIZEN
	Age: 64 Director since: May 2020 Independent Committees:   Audit Committee Nominating and Corporate Governance Committee
Career Highlights Ms. Roizen has served on our Board since May 2020. Ms. Roizen has been a partner with leading venture capital firm Threshold Ventures (formerly DFJ Ventures) since 2012 and serves as a director for portfolio companies Planet, Upside Foods, Lumity and Polarr. Ms. Roizen is also a member of the Board of Directors of DMGT, a global media and information services company. She also 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 at 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). Ms. Roizen 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.
Skills and Qualifications 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. Ms. Roizen’s deep board experience also brings governance and corporate responsibility expertise to our Board.

JANICE L. SEARS
	Age: 61 Director since: January 2017 Independent Committees:   Audit Committee (Chair) Compensation and Management Development Committee
Career Highlights Ms. Sears has served on our Board since January 2017. Ms. Sears is also a member of the Board of Directors of Sonder Holdings Inc. (NASDAQ: SOND), a leading next-generation hospitality company. Ms. Sears previously served as independent director, Audit Chair of Essex Property Trust (NYSE: ESS), which owns multi-family rental properties, independent director, Board Chair of The Swig Company, an owner of large office properties, and independent director, Audit Chair of BioMed Realty Trust, a life-sciences owner, sold to Blackstone Real Estate in 2016. She also served as independent director and advisor to Helix RE, a real estate software startup. Prior to 2009, Ms. Sears held the position of Managing Director, Western Region Head in the Real Estate Investment Banking Group at Banc of America Securities. Concurrently, as the San Francisco Market President for Bank of America, she managed a senior leadership team, deepening relationships with nonprofits and local governments. Prior to 1988, Ms. Sears was a Real Estate Economist at both Chemical Bank and Citicorp in New York. Ms. Sears’ activities have included G100, 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 Allen Matkins Hall of 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 community including with Compass Family Services, Meals on Wheels, tutoring at the Marina Middle School, and serving meals at St. Anthony’s.
Skills and Qualifications 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. Our Board also considered Ms. Sears’ sophisticated expertise in risk assessment and governance matters.

12 2022 Proxy Statement

✓	Board Recommendation
	The Board of Directors unanimously recommends that you vote “FOR” the election of each of the director nominees named above.

THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

Corporate Governance

The business and affairs of the Company are managed under the direction of our Board, as provided by Maryland law, and its four standing committees: the Audit Committee, the Compensation and Management Development Committee, the Nominating and Corporate Governance Committee and the Investment and Finance Committee. Members of our Board remain informed about our business through discussion with our President and Chief Executive Officer, Executive Vice President and Chief Financial Officer, Executive Vice President and Chief Operating Officer, Executive Vice President and Chief Legal Officer, and other officers and associates, and by reviewing materials provided to them and participating in regular meetings of the Board and its committees.

We are committed to exercising and maintaining strong corporate governance practices. We believe that good governance promotes the long-term interests of our stockholders, strengthens Board and management accountability and improves our standing as a trusted member of the communities we serve. The Board regularly monitors our corporate governance policies and profile to ensure we meet or exceed the requirements of applicable laws, regulations and rules, and the listing standards of the NYSE. We have instituted a variety of practices to foster and maintain responsible corporate governance, which are described in this section.

Corporate Governance Snapshot
Number of Independent Director Nominees Standing for Election	8
Total Number of Director Nominees	9
Average Age of Director Nominees Standing for Election	61
Average Tenure of Directors Standing for Election (years)	4.2
Chairperson Position Separate from President and CEO	Yes
Annual Election of All Directors	Yes
Proxy Access	Yes
Stockholder Rights Plan	No
Limits on the Number of Directorships Held by Directors	Yes
Regular Executive Sessions of Independent Directors	Yes
New Director Orientation	Yes
Annual Board and Committee Self-Evaluations	Yes
Annual Review of Management Succession Plans	Yes
Code of Business Conduct and Ethics	Yes
Policies and Practices to Align Executive Compensation with Long-Term Stockholder Interests	Yes
Stock Ownership Requirements for Executive Officers	Yes
Stock Ownership Requirements for Directors	Yes
Anti-Hedging and Anti-Pledging Policies	Yes
Clawback Policy (Long-Term Incentive Awards)	Yes

Stockholder Rights and Accountability

• Our Board is not classified and each of our directors is subject to annual reelection (we will not classify our Board in the future without the approval of our stockholders).

• Stockholders holding at least 10% of outstanding shares have the right to call special meetings.

• Stockholders holding a majority of outstanding shares have the right to amend, alter or repeal our Bylaws, or adopt new Bylaws.

14 2022 Proxy Statement

  The Board of Directors and Certain Governance Matters (continued)

• Stockholders possess the right to nominate candidates to the Board through proxy access provisions of our Bylaws.

• Stockholders may act by written consent.

• We do not have a stockholder rights plan, and we will not adopt a stockholder rights plan in the future without stockholder approval.

• We have opted out of the Maryland business combination and control share acquisition statutes and cannot opt in without stockholder approval.

• We actively engage with our stockholders, seek input, address questions and concerns, and provide perspective on Company policies and practices through our direct outreach to investors, our annual meetings of stockholders and regular detailed investor presentations.

Board Practices

• A substantial majority of our directors (89%) are independent.

• Each of our Audit Committee, Compensation and Management Development Committee, and Nominating and Corporate Governance Committee is composed entirely of independent directors.

• Our Board is led by our Chairperson, and the Chairperson position is separate from our President and CEO.

• Our Board is committed to diversity, and 44% of our directors represent women and people of color.

• We conduct annual Board and committee evaluations.

• Generally, our directors are not expected to serve after reaching age 75.

• We intend that no director serve more than 15 years on our Board, and director nominees’ average tenure is 4.2 years.

• Our independent directors meet regularly in executive sessions without the presence of our corporate officers or non-independent directors.

• We have instituted limits on the number of directorships held by our directors to prevent “overboarding.”

• We provide robust director orientation and continuing education programs.

• The Board is committed to refreshment, and four of our nine director nominees joined the Board since the beginning of 2018.

• The Board regularly rotates committee members.

• Our Code of Business Conduct and Ethics applies to members of the Board.

Robust Stock Ownership and Retention Requirements

• President and CEO: 6X base salary.

• Executive officers: 3X base salary.

• Non-employee directors: 5X annual cash retainer for Board service.

See “Executive Compensation—Compensation Discussion and Analysis—Other Matters—Stock Ownership Policy” for more details.

Director Independence and Independence Determinations

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

15

  The Board of Directors and Certain Governance Matters (continued)

The Nominating and Corporate Governance Committee undertook reviews of director independence and made recommendations to our Board as to those directors meeting the requisite NYSE independence standards applicable to serve on the Board and any heightened standards to serve on a committee of the Board. In making its independence determinations, the Board considered and reviewed all information known to it, including information identified through directors’ questionnaires. As a result of these reviews, the Board has affirmatively determined that each of Michael D. Fascitelli, Jana Cohen Barbe, Richard D. Bronson, Jeffrey E. Kelter, Joseph. D. Margolis, John B. Rhea, J. Heidi Roizen, and Janice L. Sears is independent under all applicable NYSE standards for Board service and under our Corporate Governance Guidelines. In addition, the Board previously determined that each of Bryce Blair, who served on our Board for a portion of 2021, but did not stand for reelection at the 2021 annual meeting of stockholders held on May 18, 2021, and William J. Stein, who served on our Board for a portion of 2021, but resigned from the board on June 22, 2021, was 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 the current members of the Audit Committee (Jana Cohen Barbe, J. Heidi Roizen, and Janice L. Sears) is “independent” for purposes of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and that each of the current members of the Compensation and Management Development Committee (Jana Cohen Barbe, Richard D. Bronson, Joseph D. Margolis, John B. Rhea, and Janice L. Sears) is “independent” for purposes of Section 10C(b) of the Exchange Act.

Board Structure

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

Our Board is led by our Chairperson, and the Chairperson position is separate from our President and CEO position. We believe that the separation of the Chairperson and President and CEO positions is appropriate corporate governance for us at this time. Accordingly, Mr. Fascitelli serves as the Board Chairperson, while Mr. Tanner serves as our 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 CEO to focus more specifically on overseeing the Company’s day-to-day operations, as well as strategic opportunities and planning.

Board and Committee Evaluations

Our Board recognizes that a robust and constructive Board and committee evaluation process is an essential component of board effectiveness. As such, our Board and each of our committees conduct an annual evaluation, which includes a qualitative assessment by each director of the performance of the Board and the committee or committees on which the director serves. The Nominating and Corporate Governance Committee, in conjunction with the Board Chairperson, oversees the evaluation process.

  Feedback Incorporated:   Over the past few years, the evaluation process has led to a broader scope of topics covered in the Board meetings, improvements in Board process, and changes to Board and committee composition and structure.   This year’s evaluation identified areas for continued focus, including:   •  Board’s oversight of ESG matters;   •  regulatory environment;   •  Board composition and support of long-term strategy; and   •  management, director, and committee succession planning.

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  The Board of Directors and Certain Governance Matters (continued)

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

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

Director	Audit Committee	Compensation and Management Development Committee	Nominating and Corporate Governance Committee	Investment and Finance Committee
Michael D. Fascitelli *
Dallas B. Tanner				Member
Jana Cohen Barbe	Member	Member
Richard D. Bronson		Member	Chairperson
Jeffrey E. Kelter			Member	Chairperson
Joseph D. Margolis		Member		Member
John B. Rhea		Chairperson		Member
J. Heidi Roizen	Member		Member
Janice L. Sears	Chairperson	Member

* Chairperson of the Board.

During the year ended December 31, 2021, the Board held seven meetings, the Audit Committee held six meetings, the Compensation and Management Development Committee held six meetings, the Nominating and Corporate Governance Committee held three meetings and the Investment and Finance Committee held five meetings. In 2021, each director attended at least 75% of the meetings of the Board and of the committees on which he or she served as a member during the time in which he or she served as a member of the Board or such committees. All directors are expected to make every effort to attend all meetings of the Board, meetings of the committees of which they are members and our annual meeting of stockholders. We expect all directors to attend any meeting of stockholders, and all of our directors attended the 2021 annual meeting of stockholders.

17

  The Board of Directors and Certain Governance Matters (continued)

Audit Committee

Chair:     Ms. Sears   Additional Committee Members:     Ms. Barbe     Ms. Roizen     •  All members are “independent” in accordance with our Audit Committee charter and the applicable NYSE and Exchange Act rules   •  All members are financially literate within the meaning of the NYSE rules   •  Ms. Sears, and Ms. Roizen qualify as “audit committee financial experts” as defined by applicable rules of the Securities and Exchange Commission (the “SEC”)   •  Governed by a Board-approved charter Primary Responsibilities:   •  assisting the Board with its oversight of our accounting and financial reporting process and financial statement audits;   •  assisting the Board with its oversight of our disclosure controls procedures and our internal control over financial reporting;   •  engaging the independent registered public accounting firm and assessing its qualifications and independence;   •  overseeing the performance of our internal audit function and independent registered public accounting firm;   •  assisting with our compliance with legal and regulatory requirements in connection with the foregoing;   •  overseeing the receipt, retention and treatment of complaints we receive under the Company’s whistleblower policy;   •  reviewing related person transactions as required under our Related Person Transactions Policy; and   •  overseeing our enterprise risk management program, covering exposure to risks facing the Company, including, but not limited to, financial, tax, legal and enterprise risks, and technology and information security risks, including cybersecurity, data privacy, business continuity and disaster recovery.   The Audit Committee has established policies and procedures for the pre-approval of all services provided by the independent registered public accounting firm. See “Proposal 2—Pre-Approval Policy for Services of Independent Registered Public Accounting Firm.” The Committee also has established procedures for the receipt, retention and treatment, on a confidential basis, of complaints received by the Company regarding its accounting, internal controls and auditing matters.   The Audit Committee charter is available on our investor website at: www.invh.com under “Corporate Overview”—“Governance Documents”—“Audit Committee Charter.”

Report of the Audit Committee

The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statement under the discussion of “The Board of Directors and Certain Governance Matters—Committees of the Board of Directors; Meetings of the Board of Directors and its Committees—Audit Committee.” Under the Audit Committee charter, our management is responsible for the preparation, presentation and integrity of our consolidated financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our consolidated financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States.

In the performance of its oversight function, the Audit Committee reviewed and discussed the audited consolidated financial statements of the Company with management and with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed under applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm their independence.

Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the audited consolidated financial statements of the Company be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC.

Submitted by the Audit Committee of the Board of Directors:

Janice L. Sears, Chairperson

Jana Cohen Barbe

J. Heidi Roizen

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  The Board of Directors and Certain Governance Matters (continued)

Compensation and Management Development Committee

Chair:     Mr. Rhea Additional Committee Members:     Ms. Barbe     Mr. Bronson     Mr. Margolis     Ms. Sears •  All members are “independent” in accordance with our Compensation and Management Development Committee charter and the applicable NYSE and Exchange Act rules •  Governed by a Board-approved charter

Primary Responsibilities: •  establishing and reviewing the Company’s overall compensation philosophy; •  overseeing the goals, objectives and compensation of our 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; •  assisting with our compliance with the compensation rules, regulations and guidelines promulgated by the NYSE, the SEC and other laws, as applicable; •  considering whether risks arising from the Company’s compensation policies and practices are reasonably likely to have a material adverse effect on the Company; and •  reviewing the Company’s stock ownership guidelines, as well as individual compliance. For a description of our process for determining compensation, including the role of the Compensation and Management Development Committee’s independent compensation consultant, see “Executive Compensation—Compensation Discussion and Analysis.” The Compensation and Management Development Committee charter is available on our investor website at: www.invh.com under “Corporate Overview”—“Governance Documents”—“Compensation and Management Development Committee Charter.”

Compensation Committee Interlocks and Insider Participation. During 2021, our Compensation and Management Development Committee was composed of Mr. Rhea, Ms. Barbe, Mr. Bronson, Mr. Margolis and Ms. Sears. During 2021 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.

Report of the Compensation and Management Development Committee

The Compensation and Management Development Committee has reviewed and discussed the following Compensation Discussion and Analysis with management. Based upon this review and discussion, the Compensation and Management Development Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC.

Submitted by the Compensation and Management Development Committee of the Board of Directors:

John B. Rhea, Chairperson

Jana Cohen Barbe

Richard D. Bronson

Joseph D. Margolis

Janice L. Sears

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  The Board of Directors and Certain Governance Matters (continued)

Nominating and Corporate Governance Committee

Chair:     Mr. Bronson   Additional Committee Members:     Mr. Kelter     Ms. Roizen     •  All members are “independent” in accordance with our Nominating and Corporate Governance Committee charter and the applicable NYSE rules   •  Governed by a Board-approved charter Primary Responsibilities:   •  developing a set of governance principles applicable to the Company and overseeing the Company’s governance policies;   •  identifying, reviewing, assessing and making recommendations to the Board as to candidates to serve on the Board and its committees;   •  considering matters related to director independence and conflicts of interest;   •  reviewing compliance with the requirements of the Corporate Governance Guidelines relating to service on other boards or audit committees of publicly-traded companies;   •  recommending those to serve as committee chairpersons;   •  overseeing the annual evaluation of the Board and management; and   •  providing oversight with respect to the Company’s environmental, social and related governance (“ESG”) strategy, initiatives and policies, and ESG risks.   The Nominating and Corporate Governance Committee charter is available on our investor website at: www.invh.com under “Corporate Overview”—“Governance Documents”—“Nominating and Corporate Governance Committee Charter.”

Investment and Finance Committee

Chair:     Mr. Kelter   Additional Committee Members:     Mr. Margolis     Mr. Rhea     Mr. Tanner     •  Governed by a Board-approved charter Primary Responsibilities:   •  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 financial and operational performance of investments and joint ventures;   •  reviewing the Company’s investment and disposition policies, procedures, strategies and programs; and   •  reviewing the Company’s capital raising and other financing activities.   The Investment and Finance Committee charter is available on our investor website at: www.invh.com under “Corporate Overview”—“Governance Documents”—“Investment and Finance Committee Charter.”

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  The Board of Directors and Certain Governance Matters (continued)

Director Nomination Process

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

Current Board Skill Sets and Needs Ensure Board is strong in core competencies and has diversity of expertise, perspective and background.	As part of this nomination process, the Nominating and Corporate Governance Committee weighs the characteristics, experience, independence, diversity and skills of potential candidates for election to the Board and, in considering such candidates, also assesses the size, composition and combined expertise of the Board and the extent to which the candidate would fill a present need on the Board. As the application of these factors involves the exercise of judgment, the Committee does not have a standard set of fixed qualifications that is applicable to all director candidates, but rather takes into account all factors it considers appropriate such as the individual’s relevant career experience, strength of character, judgment, familiarity with the Company’s business and industry, independence of thought, an ability to work collegially, diversity of background, existing commitments to other businesses, potential conflicts of interest with other pursuits, legal considerations, corporate governance background, financial and accounting background, executive compensation background, relevant industry experience and technical skills and the size, composition and combined expertise of the existing Board. The Nominating and Corporate Governance Committee may seek referrals and/or receive recommendations from other members of the Board, management, stockholders and other sources, including third party recommendations. The Committee may also retain a search firm to assist it in identifying candidates to serve as directors of the Company. The Committee uses the same criteria for evaluating candidates regardless of the source of the referral or recommendation. When considering director candidates, the Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness. In connection with its annual recommendation of a slate of nominees for election at the annual meeting, the Nominating and Corporate Governance Committee also may assess the contributions of those directors recommended for re-election in the context of the Board evaluation process and other perceived needs of the Board. When considering whether the directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focused primarily on the information discussed in each of the director nominees’ biographical information set forth above. As a general matter, the Nominating and Corporate Governance Committee does not intend to recommend for reelection a director following his or her 75th birthday to ensure that vacancies are created periodically on the Board that allow for new directors with new skills and perspectives. The Committee may grant exceptions to this limit on a case-by-case basis after taking into consideration the facts and circumstances of the request. In connection with its recommendation of a slate of nominees for election at the Annual Meeting, the Committee and the Board considered that Mr. Bronson reached the age of 77 in 2022 and determined that, because of Mr. Bronson’s expertise, valuable business insights and strong commitment to Invitation Homes, an exception to our general practice to not recommend for reelection a director following his or her 75th birthday is warranted.
q
Candidate Recommendations From independent search firms, stockholders, independent directors, and management.
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Nominating and Corporate Governance Committee Considers exceptional candidates that possess integrity, independent judgement, broad business experience, diversity and a skill set to meet existing or future business needs. The Committee reviews independence and potential conflicts and recommends selected candidates to the Board.
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Board of Directors Evaluates candidates, analyzes independence and other issues, and selects nominees with a commitment to refreshment and diversity.
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Stockholders Vote on all director nominees at annual meeting.
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Four New Directors Added in the past four years, bringing diversity and fresh perspectives to the Board.

Stockholder Nominees

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. Any recommendation submitted to the Secretary of the Company should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate

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  The Board of Directors and Certain Governance Matters (continued)

and a written consent of the candidate to serve as one of our directors if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Corporate Secretary, Invitation Homes Inc., 1717 Main Street, Suite 2000, Dallas, Texas 75201. All recommendations for nomination received by the Corporate Secretary that satisfy our Bylaw requirements relating to such director nominations will be presented to the Committee for its consideration. Stockholders also must satisfy the notification, timeliness, consent and information requirements set forth in our Bylaws. These requirements are also described under the caption “Stockholder Proposals for the 2023 Annual Meeting.”

Our stockholders also possess the right to nominate candidates to the Board through proxy access provisions of our Bylaws. The Bylaws permit a stockholder, or group of up to 20 stockholders, owning 3% or more of the Company’s outstanding common shares continuously for at least three years, to include in the Company’s annual meeting proxy materials director nominations for up to 20% of the seats on the Board, subject to the other terms and conditions of the Bylaws.

Director Succession Planning and Board and Committee Refreshment

The Nominating and Corporate Governance Committee regularly oversees and plans for director succession and refreshment of the Board to cultivate a mix of skills, experience, tenure, and diversity that promote and support the Company’s long-term strategy. In keeping with the Committee’s overall strategy for director succession and the appointment of new Board members, since 2018 the Board has added four new independent directors (and five directors have stepped down from the Board).

The Board, upon recommendation from the Nominating and Corporate Governance Committee, annually reviews and determines the composition of the committees. Through periodic committee refreshment, we balance the benefits derived from continuity and depth of experience with the benefits gained from fresh perspectives and enhancing our directors’ understanding of different aspects of our business.

Limitation on Other Board and Audit Committee Service

Serving on the Board requires significant time and attention. Our Corporate Governance Guidelines establish the following limits on our directors serving on publicly-traded company boards and audit committees:

Director Category	Limit on Publicly-traded Board and Committee Service, Including Invitation Homes
All Directors	4 boards
Directors who are chief executives of a publicly-traded company	2 boards
Directors who serve on our Audit Committee	3 audit committees

The Corporate Governance Guidelines provide that prior to accepting an invitation to serve on another board (publicly-traded or private company’s), a director should advise the Chair of the Nominating and Corporate Governance Committee of the invitation so that the Board, through the Committee, has the opportunity to review the director’s ability to continue to fulfill his or her responsibilities as a member of the Company’s Board. When reviewing such a request, the Committee may consider a number of factors, including the director’s other time commitments, record of attendance at Board and committee meetings, potential conflicts of interest and other legal considerations.

It is also expected that, without specific approval from our Board or the Nominating and Corporate Governance Committee, no executive officer of the Company will serve on more than one outside publicly-traded company board, and no more than two outside boards in total (excluding advisory and nonprofit boards).

Executive Sessions

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.

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Management Development and Succession Planning

Our Board believes that one of its primary responsibilities is to oversee the development and retention of executive talent and to ensure that an appropriate succession plan is in place for our CEO and other members of senior management. The Compensation and Management Development Committee regularly meets with our Executive Vice President, Chief Human Resources Officer and other executives to discuss management succession and development planning and to address potential vacancies in senior leadership. The Compensation and Management Development Committee also annually reviews with the Board succession planning for our CEO.

Corporate Governance Guidelines

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

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

Our Corporate Governance Guidelines, committee charters, and other corporate governance information are available on our investor website at: www.invh.com under “Corporate Overview”—“Governance Documents.” Any stockholder may also request them in print, without charge, by contacting the Corporate Secretary of Invitation Homes Inc., 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 investor website at: www.invh.com under “Corporate Overview”—“Governance Documents.” Our Code of Conduct sets forth our policies and expectations on a number of topics, including, but not limited to, conflicts of interest, compliance with laws, use of our assets, gifts and entertainment, fraud, outside activities, political contributions, bribery, corruption, and business conduct and fair dealing. 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.

Communications with the Board

As described in the Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with the Chairperson of the Board, the chairperson of any of the Audit, Compensation and Management Development, or Nominating and Corporate Governance Committees or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to Office of the Chief Legal Officer of the Company, at Invitation Homes Inc., 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.

Oversight 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 face various forms of risk in our business ranging from broad economic, housing market, interest rate risks, and climate change risks, to more specific factors, such as credit risk related to our residents, re-leasing of properties and competition for properties. Moreover, many of these factors have been heightened as a result of the ongoing and numerous adverse impacts of the COVID-19 pandemic. See Part I. Item I. “Business—Risk Management” and Item 1A. “Risk Factors” in our Annual

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  The Board of Directors and Certain Governance Matters (continued)

Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”). We believe that the systems and processes developed by our experienced executive team, with the strategic counsel and stewardship of our Board, allow us to effectively monitor, manage and ultimately mitigate these risks. Our Board is responsible for promoting an appropriate culture of risk management within the Company and for setting the right “tone at the top,” overseeing our aggregate risk profile and monitoring how the Company addresses specific risks, such as strategic and competitive risks, financial risks, reputation risks, cybersecurity and technology risks, ESG risks, legal and compliance risks, regulatory risks and operational risks. The Board is supported in its risk oversight function by its Audit Committee (the committee responsible for overseeing our enterprise risk management activities), Compensation and Management Development Committee, Nominating and Corporate Governance Committee and Investment and Finance Committee. Each of these committees regularly meets with and reports to the Board. Management is responsible for identifying and assessing 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. Members of the Board regularly 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.

Our Board continued to oversee our COVID-19 response strategy, in which we maintained our steadfast commitment to the health and safety of our associates, residents, and the communities where we live and operate. During 2021, we continued to adapt our priorities and evolve our strategies to navigate the challenges of the ongoing COVID-19 pandemic and operate safely. Since the beginning of the pandemic, we have implemented a host of measures to ensure continuity of our business operations and services while protecting our associates and residents, including modifying the workplace and adopting new business practices to align with health protocols and adapting to changing operational realities. While our business has not been materially affected by the COVID-19 pandemic, we continue to monitor the situation to ensure we fully understand and define any potential impact.

Our Board, through its Nominating and Corporate Governance Committee is responsible for oversight of our ESG strategy and risk management, including various physical, regulatory, and adaptation/transition risks of climate change and related regulatory policies, investor expectations, and the transition to a lower-carbon economy.

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 its Audit Committee typically meets no less often than semi-annually with senior information technology personnel to discuss recent trends in cyber risks and reviews our strategy to defend our business systems and information against cyber attacks. We maintain a cybersecurity and information security training and compliance program, that includes annual information security training for all associates, as well as additional role-specific information security training. In addition to annual training, we disseminate security awareness articles periodically throughout the year and conduct regular phishing exercises. As a backstop to our strong information security programs, policies and procedures, we purchase a cybersecurity risk insurance policy that would defray the costs of an information security breach, if we were to experience one (to our knowledge we have not experienced an information security breach in the past).

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  The Board of Directors and Certain Governance Matters (continued)

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

Risk Oversight Responsibilities

Board •  Oversees development of business strategy and major resource allocation, and overall oversight of business conduct. •  Provides overall oversight of the risk management process, exercised through its standing committees. •  On a semi-annual basis, management reports to the Board on top enterprise risks and the steps management has taken to mitigate these risks. •  Our Executive Vice President and Chief Information and Digital Officer provides regular updates to the Board on technology and cybersecurity. •  Our Executive Vice President and Chief Legal Officer updates the Board regularly on material legal and regulatory matters. •  Management also provides regular reports for Board discussion regarding recent business, finance, competitive and other developments impacting the Company.
À	À	À	À
Audit Committee Oversees risks related to our enterprise risk management framework and related to: •   financial statements, accounting and financial reporting, and internal controls; •   compliance with legal and regulatory requirements and ethics program; •   performance of internal audit function and effectiveness of internal controls; •   corporate risk profile; and •   technology, including information security and cybersecurity.	Compensation and Management Development Committee Oversees risks related to human capital management and compensation, including: •   workforce diversity, equity, and inclusion •   overall compensation policies, practices and philosophy; •   incentive and equity- based compensation plans; •   regulatory compliance with respect to compensation matters; and •   executive succession planning and management development.	Nominating and Corporate Committee Oversees risks related to our overall corporate governance, including: •   Board effectiveness / evaluation of the Board; •   Board and committee composition, skills tenure and diversity; •   director independence; •   Board succession planning; •   regulatory compliance and corporate governance initiatives; and •   ESG strategy, initiatives and policies and ESG-related risks.	Investment and Finance Committee Oversees risks related to asset portfolio, potential acquisitions and divestitures and certain financial matters, including: •   investment and financing policies and practices; •   capital investments, equity and debt transactions, swaps and hedging transactions; and •   finance requirements, plans and strategies.
À	À	À	À
Management •  Identifies and assesses material risks. •  Develops and implements appropriate risk management strategies. •  Integrates risk management into our decision-making process. •  Ensures that information with respect to material risks is transmitted to senior executives and the Board and its committees, as appropriate.

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  The Board of Directors and Certain Governance Matters (continued)

Environmental, Social, and Governance Initiatives

As the nation’s premier home leasing company, we have an opportunity and responsibility to contribute to a more inclusive, equitable, and sustainable world. 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. 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 initiatives that make us more innovative and our processes more sustainable. As we work toward this goal, we are committed to managing the risks and opportunities that arise from ESG issues, providing transparency of our ESG performance and enabling strong executive and Board oversight of our overall ESG strategy.

Integrated Leadership Approach

Through our integrated and ongoing approach to sustainability and corporate responsibility, we seek to drive positive change and create value for our stakeholders. To ensure consistent attention and focus on ESG matters, we employ an integrated approach:

Board of Directors

At Invitation Homes, ESG activities are managed at a functional level across our strategic and operational areas, with executive and Board oversight.

Our Board plays a critical role in understanding how ESG issues affect our business strategy and performance.

À

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee of the Board has formal responsibility for and oversight of our ESG policies, programs, and reporting.

The Committee works closely with management and regularly meets with and reports to the Board on our ESG strategy initiatives and policies.

À

Executive Leadership

Our executive leadership takes a hands-on role in creating strategy and in ensuring the company is accurately following and reporting on activities and outcomes.

À

ESG Task Force
Our cross-functional ESG task force is responsible for the day-to-day measurement and reporting of our ESG strategy and activities. The task force consists of associates from these departments:
•  Corporate Strategy •  Legal •  Communications & PR •  Human Resources •  Finance	•  Procurement •  Investor Relations •  Operations •  Marketing

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, equity, and inclusion (“DE&I”), human rights, corporate governance and ethics, and environmental initiatives that reflect existing and emerging standards of corporate social responsibility. We encourage you to read more about how we are working to build a more inclusive, equitable, and sustainable world on our investor website at: www.invh.com under “Sustainability.”

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We believe that integrating environmental, social, and governance initiatives into our strategic business objectives is critical to our long-term success. In 2021, we completed a formal ESG materiality assessment to identify opportunities for us to make the biggest impact in the areas that our stakeholders prioritize.

Recognition of our ESG Leadership

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 we 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. In 2021, we achieved a 13.2% improvement in our sustainability score with GRESB, surpassing the 5.0% hurdle set forth in our credit facility agreement for achievement of the pricing benefit.

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. Examples of the ways we do this include:

• using energy-efficient ENERGY STAR® certified appliances when feasible;

• utilizing smart home technology to help residents manage their homes and reduce their energy bills, and to allow prospective residents to self-tour available homes at their convenience while eliminating the need for a leasing agent to commute to the home;

• installing low-flow plumbing fixtures and greater efficiency HVAC units;

• installing water-saving landscape designs in arid locations;

• coordinating with third-party utilities vendors to alert us when consumption is abnormally high, and providing the residents with suggestions on how they can reduce their energy usage;

• educating residents about energy-efficient practices;

• maintaining stocked vehicles to reduce trips to hardware stores and eliminate unnecessary travel;

• reducing drive times for our repair technicians by optimizing routes and triaging maintenance issues;

• eliminating paper use by utilizing software to electronically receive and complete work orders;

• utilizing an HVAC air filter home delivery program for our residents, which may prolong the life of our HVAC systems, improve the systems’ efficiencies thereby decreasing energy consumption, reduce expenses associated with repairs, minimize downtime associated with system failure, and provide better air quality in the home;

• investing in the Fifth Wall Climate Technology Fund to support companies creating climate-friendly technologies for real estate; and

• running a Green Spaces community initiative that brings residents, associates, and business partners together to expand conservation efforts in our markets.

Many of these examples are further emphasized in the following programs and initiatives.

Turns and Maintenance

Renovations offer an opportunity to install energy-efficient fixtures and appliances in our existing portfolio. As an example, we install a variety of low-flow plumbing fixtures to save on water consumption. We also use durable materials such as granite and quartz countertops and luxury vinyl plank flooring, which reduce the need for future replacement and repair compared to other materials. The carpet products we use are manufactured using recyclable plastic bottles as the primary material, diverting millions of plastic bottles from landfills each year.

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  The Board of Directors and Certain Governance Matters (continued)

In addition, we launched a new mobile maintenance app in 2021 that allows our residents to make camera-enabled maintenance requests on their own terms, and allows us to diagnose the problem before we arrive and reduce the number of return trips.

ProCare

Our ProCare service helps us identify home performance improvement opportunities that can prevent larger issues from occurring later. Through this program, we proactively engage with each home and each resident multiple times annually, ensuring that we can make any repairs and adjustments needed to maintain the home to our standards.

Move-In Orientation

We perform a comprehensive multi-point inspection of each home so it is in optimal condition for our residents when they move in. We walk through the house with residents and explain its systems, from how to change the air filters to adjusting the thermostat for optimal use. This is an opportunity to show residents how to run their systems as efficiently as possible.

Post-Move-In Visit

Once our residents are settled in, we return about 45 days later to make sure everything is working just as it should. This allows us an opportunity to fix any issues before they result in bigger problems. We address any resident concerns, answer questions, and point out opportunities to proactively maintain the home in a resourceful manner.

Recurring Maintenance Visits

To get an early start on maintenance needs for our homes, we schedule a checkup every six months. We focus on identifying small issues early to prevent bigger problems later. On each visit, one of our technicians will check the home’s plumbing, appliances, and cooling and heating system, as well as inspect the structure and safety of each home.

Smart Home Technology

Our smart home technology is a service that helps our residents manage access to their homes and save on their energy bills. With our smart home features, residents can remotely lock and unlock the front door, control the thermostat, and receive notifications about their home – all virtually.

Our smart home features also allow us to control thermostats in vacant homes, so we can maintain the temperature at a more energy-efficient setting and reduce energy consumption in between leases. If a vendor lowers or raises the temperature while working in a vacant home, the thermostat will reset back to the default schedule every hour to maintain optimum energy efficiency. Further, the smart home front door lock allows prospective residents to self-tour available homes at their convenience while eliminating the need for a leasing agent to commute to the home.

Our long-term target is to have 100% of the homes in our Same Store portfolio equipped with smart home functionality. We are installing smart home technology in all newly acquired homes and on all turns of existing homes if the technology is not already in place.

Addressing Climate Change

There is increasing concern that a gradual rise in global average temperatures due to increased concentration of carbon dioxide and other greenhouse gases in the atmosphere will cause significant changes in weather patterns around the globe, an increase in the frequency, severity, and duration of extreme weather conditions and natural disasters, and water scarcity and poor water quality. These events could also compound adverse economic conditions. With a portfolio located in a variety of United States markets, we recognize the increased likelihood of acute weather events, natural disasters and other climate-related impacts to our business, operations, and homes. Our internal risk management team works with multiple third parties to increase our bandwidth to respond quickly and efficiently to various natural disasters. Partnering with multiple vendors allows us to split claims geographically, optimizing how we respond to resident issues and resulting in quicker repairs so that our residents may continue to safely inhabit their home after the disaster.

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. When evaluating properties for acquisition, we consider physical risks such as the potential for flooding, wildfires, and other natural disasters. We further improve the resilience of owned homes by evaluating durability and renovating homes to better equip them when appropriate. We also carry insurance for all of our properties against natural hazards such as flood, wind, fire, earthquake, and other catastrophic weather events subject to deductibles and co-insurance.

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  The Board of Directors and Certain Governance Matters (continued)

We also take a proactive approach to improving the environmental footprint of our portfolio. We recognize that one of the largest contributors to carbon emissions is the production of materials used in construction projects. We are not a new home developer. At Invitation Homes, our core business is acquiring existing homes and improving them for our future residents. Our improvements help reduce the emission of carbon from the use of the homes, as well as water consumption. Examples include:

• we install new, energy-efficient appliances and use energy-efficient materials where possible;

• we install hard surface materials for flooring and countertops that last longer and are more aesthetically pleasing;

• we equip our homes with remote programmable smart home thermostats that allow our residents to carefully monitor and run their heating and cooling more efficiently;

• when a home is vacant, our smart home technology enables us to monitor and control home temperatures remotely to significantly lower energy usage;

• we provide an HVAC filter delivery program to help residents improve the efficiency of their HVAC systems;

• we install water-saving landscaping designs in arid locations; and

• we educate new residents on how to properly use their homes in an energy-efficient manner.

As climate change continues to attract considerable public, political, and scientific attention, government authorities and various interest groups are promoting laws and regulations relating to climate change, including regulations aimed at limiting greenhouse gas emissions and the implementation of “green” building codes. We are constantly evaluating improvements to our existing properties to decrease the impact of our homes on the environment.

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 an in-person home orientation at move-in, making their lives easier with our smart home technology and other lease offerings that enhance their experience, 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 entering residents’ homes; 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.

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. We also provide residents assistance with finding available rental assistance. As a result of these policies and the dedication of our associates, we have helped thousands of our residents receive more than $50.5 million of rental assistance through December 31, 2021. We continue these efforts today. Additionally, we endeavor to comply in all material respects with 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 incorporate their feedback to continuously enhance the Genuine Care we provide. We survey residents at each key step in their journey with Invitation Homes, including 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 field 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.

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  The Board of Directors and Certain Governance Matters (continued)

As a result of listening to feedback and making positive changes to improve our homes and our services, in the summer of 2021 we reached and now maintain an all-time company rating of 4.0 on Google and Yelp combined. In addition, we retain an A+ rating with the Better Business Bureau (“BBB”) and received BBB accreditation in January 2022.

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, payment of real estate taxes and 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, 2021, we and our predecessors have invested approximately $2.5 billion in the upfront renovation of homes in our portfolio. We invested approximately $35,000 per home for upfront renovations completed during the year ended December 31, 2021. Further, we maintain our homes to high standards through timely maintenance services as well as through our proprietary ProCare service. While we use our internal teams for much of this work, we also hire local trades and services vendors to help maintain our homes. 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. In 2021, we launched two major community initiatives. Step Up, Stand Out encourages students to pursue high-demand and well-paid jobs in the skilled trades and provides job-readiness training to help close the skills gap and broaden access to career opportunities in fields that directly impact our business, such as maintenance and construction, among others. We partnered with SkillsUSA for the educational component of this program, which we launched in fall 2021 with five schools in Tampa, Florida, and Charlotte, North Carolina, with plans to expand to 30 schools across all 16 of our markets over the next several years. SkillsUSA is a non-profit organization that works with students, teachers, and industry to ensure America has a skilled workforce.

We also launched our Green Spaces initiative, which is dedicated to the development and improvement of outdoor community spaces in our markets. One early result of this initiative is Invitation Homes’ three-year partnership to maintain, enhance, and expand the Hawes Trail System throughout Arizona. We plan to pursue more partnerships like this to continue our investment in the communities where we operate and expand our conservation efforts.

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. In 2021, our associates volunteered 13,196 work hours in their local communities. While we began re-engaging through in-person volunteerism in 2021, a portion of our volunteerism continues to be conducted virtually, as many of our nonprofit partners and local organizations offer virtual opportunities that provide safe social distancing options while still enabling us to make an impact.

The 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.

Talent and Human Capital Management

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’ well-being, health, and safety to our support for a diverse, equitable, and inclusive culture, we treat each other fairly and act with honesty, integrity, and respect.

30 2022 Proxy Statement

  The Board of Directors and Certain Governance Matters (continued)

Diversity, Equity and Inclusion

We believe that diverse, equitable, and inclusive companies make for more innovative, engaged, and happy teams. Our organization celebrates diversity and cultivates a culture of equity and inclusion. As of December 31, 2021, women comprise 41% of all associates and 44% of our manager and above population, and people of color comprise 43% of all associates and 24% of our manager and above population. During the year ended December 31, 2021, 43% of our new hires were women and 45% were people of color. We currently have six active Employee Resource Groups (“ERGs”): Together With Women, founded in 2019; and The Black Collective, Juntos, GenNEXT, Open Invitation, and Asian Alliance, all founded in 2021. During 2021, 413 associates were members of at least one ERG.

In 2021, we created a DE&I framework, to be used as a roadmap to guide meaningful progress on our DE&I journey through 2023. We also launched the iBelong, youBelong Commitment, which unified our approach to creating a greater sense of belonging for all associates. As of December 31, 2021, 1,042 associates had signed the commitment, symbolizing their intent to support our diversity, equity, and inclusion efforts.

Our CEO joined the CEO Action for Diversity & Inclusion initiative in the fall of 2021 and personally pledged to continue to advance DE&I within our workplace. The scope of this pledge supports equity for all, including ethnically or racially diverse persons, the LGBTQIA community, people with different abilities, veterans, and women.

Our DE&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 our workforce diversity, retain and upskill our talent, and enhance our company’s culture. In turn, this will advance our standing as an employer of choice and one of the nation’s leading home leasing companies. In 2021, we were recognized for our commitment to diversity, equity, and inclusion as a Best Company for Diversity and Best Company for Women by Comparably and Top-Rated CEO for Gender Diversity by Fairygodboss.

Associate Development and Engagement

We recognize that building an inclusive and high-performing culture requires an engaged workforce, where associates are motivated to do their best work every day. Our engagement approach centers on communication and recognition. We communicate with our associates in a variety of ways, including regular town halls and email updates from our leaders, company intranet, digital signage, email newsletters, and live events in regional offices.

We value continuous dialogue with our associates. We launched our continuous listening associate survey tool, Our Family. Your Voice., in May 2020 and experienced an initial participation rate of 94%, well above the 87% benchmark. As expected, our first full year participation rate of 84% in 2021 settled closer to the benchmark. This participation provides managers with actionable feedback on several key engagement dimensions. We believe meaningful actions based on associate feedback gleaned in the monthly survey will continue to result in ongoing high engagement with our associates as evidenced by our strong associate Net Promoter Score of 61, compared to a benchmark of 26.

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  The Board of Directors and Certain Governance Matters (continued)

We prioritize ensuring our associates are recognized for their efforts and feel valued for the work they do. In 2021, we launched a new recognition program called Because of You, celebrating the impact our associates make on a day-to-day basis and recognizing milestone work anniversaries.

We recognize the value of providing regular development opportunities for our associates and helping them advance their skills and knowledge. In 2021, we launched a career growth philosophy, a career growth and development framework, and a leadership behaviors model. We also conduct an annual mandatory compliance training campaign and offer a robust catalog of online learning and development trainings designed to help associates build their skills.

We are committed to accelerating the development of our leaders through various programs such as our “Leadership Essentials” program, which is designed to build capable and confident leaders that can lead and inspire a diverse workforce in an ever-changing environment. As part of our Leadership Essentials training and our commitment to DE&I, we include both DE&I and Awareness of Unconscious Bias training for our leaders. This commitment to leadership development resulted in Invitation Homes being recognized in 2021 as the Best Company in Leadership by Comparably.

Associate Compensation and Benefits

Attracting, developing, and retaining the best people is crucial to all aspects of Invitation Homes’ business and is central to our long-term success. We structure our total rewards and benefits package to attract and retain a talented and engaged workforce. In early 2021, as part of Total Value, our holistic approach to total rewards, we established and rolled out a compensation structure to provide consistency, clarity, and transparency around compensation and how each associate’s role fits into the broader organization. We continue to evolve our programs to meet our associates’ needs, providing comprehensive wellbeing, financial, and quality of life coverage. This commitment to provide competitive compensation and benefits to our associates resulted in Invitation Homes being recognized in 2021 as Best Company Perks & Benefits by Comparably. Our programs vary by location, but may include the following:

	WELL-BEING		FINANCIAL		LIFE
•  Health, vision, and dental insurance •  HSA and FSA offerings •  Online well-being resources •  Immunizations •  Employee Assistance Program •  Weight loss program •  Smoking cessation program		•  Competitive compensation •  Short-term incentive plan (annual bonus) •  Pre-tax contributions to eligible savings accounts •  401(k) match up to 4% of base pay, and immediate vesting •  Paid short-term and long-term disability and life insurance		•  Paid bonding leave •  Maternity and fertility benefits •  Surrogacy and adoption benefits •  Discounts program •  Generous paid time off and holidays •  Paid volunteer time •  Flexible work program

Workplace Safety

We take a wide variety of steps to ensure the health, safety, and well-being of our associates. We continue to enhance and improve our health and safety processes to reduce on-the-job injuries and review and monitor our performance monthly. Our goal is to reduce Occupational Safety and Health Administration recordable incidents each year; and over the past three years, our workplace safety programs have successfully reduced annual on-the-job injuries from 41 to 37, or 9.8%. We continue to conduct a monthly safety training for our maintenance associates and a regular driving safety training for our fleet drivers covering topics like defensive driving techniques and vehicle condition and safety features. We regularly update our COVID-19 “Safe Work Playbook” which outlines protocols for our offices and associates regarding pandemic-related safety behaviors.

Governance and Ethical Business Practices

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.

32 2022 Proxy Statement

  The Board of Directors and Certain Governance Matters (continued)

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 investor website at: www.invh.com under “Sustainability”—“Governance”—“Vendor Practices.”

33

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 CEO, receives no compensation for serving on our Board.

2021 Annual Director Compensation Program

In 2021, our non-employee directors received annual compensation, as follows:

• an annual cash retainer of $80,000, and $230,000 in the case of the Board Chairperson;

• an additional cash retainer of $20,000 for those serving as Chairpersons of the Audit Committee, Compensation and Management Development Committee, Nominating and Corporate Governance Committee and Investment and Finance Committee; and

• an equity award of $170,000, in the form of time vesting RSUs, granted on the date of the annual stockholders meeting, which will vest in full on the date of our next annual meeting of stockholders following the grant date, subject to the director’s continued service on such vesting date, and will be in respect of a number of shares equal to the award amount divided by the closing price of our common stock on the NYSE on the grant date.

(1) $20,000 Additional Annual Cash Retainers for Committee Chairpersons.

All RSUs granted to directors entitle the director to dividend equivalent payments in respect of the director’s RSUs, whether his or her RSUs are unvested or vested and not yet settled. The dividend equivalents are deliverable to the director on the regular payment date that such dividends are made to the Company’s stockholders and in the same form as delivered to such stockholders whether in cash or common stock. To date, all dividends declared on the Company’s common stock were paid in cash. In addition, our directors are not paid any fees for attending meetings; however, each director is reimbursed for reasonable travel and related expenses associated with his or her attendance at Board or committee meetings.

Our Compensation and Management Development Committee is responsible for reviewing and advising on the compensation of our non-employee directors. To assist with this duty, they have engaged an independent compensation consultant, Ferguson Partners Consulting (“FPC”), to perform periodic reviews of our non-employee director compensation program, which includes an analysis of market trends and best practices and a comparison versus our peer group companies. The compensation program for our non-employee directors was last revised in May 2021, upon recommendation of the Compensation and Management Development Committee in consultation with FPC.

Our non-employee directors who receive compensation for their service on the Board are also subject to a stock ownership policy, as described below under “Executive Compensation—Compensation Discussion and Analysis.”

34 2022 Proxy Statement

  Compensation of Directors (continued)

Director Compensation Table for Fiscal 2021

The table below sets forth information regarding non-employee director compensation for the fiscal year ended December 31, 2021.

Name	Fees Earned or Paid   in Cash ($)	Stock Awards   ($)(1)(2)			Total     ($)
Michael D. Fascitelli(3)	$176,923		$	170,010	$346,933
Jana Cohen Barbe	$  76,209		$	170,010	$246,219
Richard D. Bronson(3)	$  82,296		$	170,010	$252,306
Jeffrey E. Kelter(3)	$  88,626		$	170,010	$258,636
Joseph D. Margolis	$  76,209		$	170,010	$246,219
John B. Rhea	$  96,209		$	170,010	$266,219
J. Heidi Roizen	$  76,209		$	170,010	$246,219
Janice L. Sears	$  96,209		$	170,010	$266,219
Bryce Blair(3)	$  84,011			—	$  84,011
William J. Stein(3)	$  45,000			—	$  45,000

(1) Amount represents the aggregate grant date fair value of the directors’ annual RSU awards granted in 2021 calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, using the assumptions discussed in Note 10 to the consolidated financial statements included in our 2021 Form 10-K. In accordance with the SEC’s rules, dividend equivalents that accrued on equity awards in 2021 are not reported above, because dividends were factored into the grant date fair value of these awards.

(2) As of December 31, 2021, each non-employee director held 4,863 unvested RSUs, representing each director’s 2021 annual RSU award.

(3) Bryce Blair served as the Chairperson of our Board for a portion of 2021, but did not stand for reelection at the 2021 annual meeting of stockholders held on May 18, 2021. Mr. Blair received a portion of the annual cash retainer for his service as the Chairperson of our Board from January 1, 2021 to May 18, 2021. Michael D. Fascitelli was appointed to serve as the Chairperson of our Board following his election at the 2021 annual meeting of stockholders. Mr. Fascitelli received a portion of the annual cash retainers for his service as a Board member and the Chairperson of the Investment and Finance Committee from January 1, 2021 to May 18, 2021, and a portion of the annual cash retainer for his service as the Chairperson of the Board from May 18, 2021 to December 31, 2021. Jeffrey E. Kelter was appointed to serve as the Chairperson of the Investment and Finance Committee following his election at the 2021 annual meeting of stockholders and received a portion of the additional annual cash retainer for his service as the committee Chairperson from May 18, 2021 to December 31, 2021. William J. Stein served on our Board for a portion of 2021, but resigned from the Board and all of the Board committees he served on, on June 22, 2021. Mr. Stein received a portion of the annual cash retainers for his service as a Board member and the Chairperson of the Nominating and Corporate Governance Committee from January 1, 2021 to June 22, 2021. Mr. Stein’s 2021 stock award was cancelled upon his resignation from our Board. Richard D. Bronson was appointed to serve as the Chairperson of the Nominating and Corporate Governance Committee following Mr. Stein’s resignation and received a portion of the additional annual cash retainer for his service as the committee chair from June 22, 2021 to December 31, 2021.

35

PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected Deloitte & Touche LLP (“Deloitte”) to serve as our independent registered public accounting firm for 2022. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Deloitte to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders do not ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company.

Representatives of Deloitte are expected to be present at the Annual Meeting. They will also have the opportunity to make a statement if they desire to do so, and they are expected to be available to respond to appropriate questions.

Audit and Non-Audit Fees

In connection with the audit of our 2021 consolidated financial statements, we entered into an agreement with Deloitte, which sets forth the terms by which Deloitte performed audit services for the Company. The following table presents fees for professional services rendered by Deloitte for the audit of our financial statements for 2021 and 2020, and for fees billed for other services rendered by Deloitte during those periods.

($ in thousands)	2021		2020
Audit fees(1)	$	1,604	$	1,529
Audit-related fees(2)		375		218
Tax fees(3)		354		266
All other(4)		73		—
Total	$	2,406	$	2,013

(1) Includes the aggregate audit fees recognized in each of the last two fiscal years for professional services rendered for the audits of the Company’s annual consolidated financial statements and the reviews of quarterly condensed consolidated financial statements.

(2) Includes audit-related fees recognized in each of the last two fiscal years for professional services rendered in connection with (1) the audits of joint ventures for which we are the managing member and (2) review of prospectus information filed with the SEC related to our common stock and debt offerings and ongoing maintenance of our at-the-market equity offering program.

(3) Includes the aggregate tax fees recognized in each of the last two fiscal years for professional services rendered for tax compliance, tax advice, and tax planning.

(4) Includes fees recognized in 2021 for professional services rendered for fraud risk assessment.

All of the services covered under the captions “Audit fees,” “Audit-related fees,” “Tax fees,” and “All other” were pre-approved by the Audit Committee. We paid no fees to Deloitte in 2021 or 2020 other than the Audit fees, Audit-related fees, Tax fees, and All other set forth in the table above. The Audit Committee considered whether providing the non-audit services shown in this table was compatible with maintaining Deloitte’s independence and concluded that it was.

Pre-Approval Policy for Services of Independent Registered Public Accounting Firm

Consistent with SEC policies regarding auditor independence and the Audit Committee’s charter, the Audit Committee has responsibility for engaging, setting compensation for and reviewing the performance of the independent registered public accounting firm. In exercising this responsibility, the Audit Committee has established procedures relating to its approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm and, except where services may be pre-approved under authority delegated by the Audit Committee, the Audit Committee pre-approves all audit and permitted non-audit services provided by any independent registered public accounting firm prior to each engagement. The Audit Committee has delegated to its Chairperson the authority to review and pre-approve any such services between the Audit Committee’s regular meetings, and any such pre-approval will be subsequently considered and ratified by the Audit Committee at its next regularly scheduled meeting.

36 2022 Proxy Statement

✓	Board Recommendation
	The Board of Directors unanimously recommends that you vote “FOR” the Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for 2022.

EXECUTIVE OFFICERS OF THE COMPANY

Set forth below is certain information regarding each of our current executive officers.

  DALLAS B. TANNER

Title: President and Chief Executive Officer

Age: 41

Mr. Tanner has served as our President and 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. Prior to our IPO in February 2017, he served on the boards of the IH Holding Entities. Mr. Tanner has 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 represent 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 currently serves on the HOPE Global Board of Advisors, the Policy Advisory Board of the Harvard Joint Center for Housing Studies, and the Real Estate Roundtable. He is actively involved in American Indian Services and served as a missionary in the Netherlands and Belgium.

  ERNEST M. FREEDMAN

Title: Executive Vice President and Chief Financial Officer

Age: 51

Mr. Freedman has served as our Executive Vice President and Chief Financial Officer since October 2015. Mr. Freedman previously served as Executive Vice President and Chief Financial Officer of Apartment Investment and Management Company (“Aimco”) from 2009 to 2015. Mr. Freedman joined Aimco in 2007 as Senior Vice President of Financial Planning and Analysis and served as Senior Vice President of Finance from February 2009 to November 2009, where he was responsible for financial planning, tax, accounting and related areas. From 2004 to 2007, Mr. Freedman served as Chief Financial Officer of HEI Hotels and Resorts. From 2000 to 2004, Mr. Freedman was at GE Real Estate in a number of capacities, including operations controller and finance manager for investments and acquisitions. From 1993 to 2000, Mr. Freedman was with Ernst & Young, LLP, including one year as a senior manager in the real estate practice. He is a member of the board of directors of CA Student living, a student housing developer and investment management company, where he serves as the Chair of the audit committee and a member of the compensation committee. Mr. Freedman is a certified public accountant.

  MARK A. SOLLS

Title: Executive Vice President, Chief Legal Officer and Secretary

Age: 65

Mr. Solls has served as our Executive Vice President, Chief Legal Officer and Secretary since August 2015. Mr. Solls previously served as Senior Vice President and General Counsel of DentalOne Partners, Inc., a dental service management organization, from August 2012 to July 2015. From April 2011 to July 2012, Mr. Solls served as a Legal Consultant to Susan G. Komen for the Cure Breast Cancer Foundation. Mr. Solls served as Executive Vice President and General Counsel of Concentra Inc., a healthcare management company, from August 2006 to January 2011. From September 2002 to May 2006, Mr. Solls served as Executive Vice President and General Counsel for Wyndham International, Inc., a leading hotel company. From 1998 to 2002, Mr. Solls served as Vice President and General Counsel of DalTile International Inc., a leading manufacturer and distributor of ceramic tile.

38 2022 Proxy Statement

  Executive Officers of the Company (continued)

CHARLES D. YOUNG

Title: Executive Vice President and Chief Operating Officer

Age: 53

Mr. Young has served as our Executive Vice President and Chief Operating Officer since November 2017. From March 2015 until we completed the merger with SWH, Mr. Young served as the Chief Operating Officer of SWH and, from June 2013 to March 2015 was Senior Vice President—West Division of SWAY Management LLC, SWH’s previous external manager. Mr. Young was previously the Regional Vice President, Eastern Region of Waypoint Real Estate Group HoldCo, LLC (the “Waypoint Manager”), a company he joined in 2012. Prior to joining the Waypoint Manager, Mr. Young was Executive Vice President at Mesa Development from 2003 to 2012, a national real estate developer, investor and service provider with a focus on complex mixed-use residential opportunities. Before Mesa, Mr. Young worked for Goldman, Sachs & Co. in their Real Estate Principal Investment Area (Whitehall) and Development Investment Banking Division, focusing on mergers and acquisitions. Mr. Young also created and managed two entrepreneurial ventures. He co-founded and was a managing director of The Kaleidoscope Group, L.L.C., a strategic diversity and management consulting firm, and he managed K.G. Holdings, LLC, a real estate holding and management firm. Before starting his career in real estate and investment banking, Mr. Young spent several years as a professional football player in the National Football League and the World Football league. He is a member of the Floor and Décor board of directors, where he serves on the nominating and corporate governance committee, and a member of the Stanford Board of Trustees, where he serves on the committee on trusteeship.

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EXECUTIVE COMPENSATION—

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This section provides an overview of compensation and discusses compensation policies and programs for the following executive officers of the Company (our named executive offices, each an “NEO” and, collectively, the “NEOs”):

• Dallas B. Tanner, our President and CEO;

• Ernest M. Freedman, our Executive Vice President and Chief Financial Officer;

• Mark A. Solls, our Executive Vice President, Chief Legal Officer and Secretary; and

• Charles D. Young, our Executive Vice President and Chief Operating Officer.

Executive Summary

Our vision is to be the premier choice in home leasing by continuously enhancing our residents’ living experience, and continuing to make significant contributions to economic growth, job creation and the vitality of the local communities we serve. In 2021, we continued to build our portfolio to meet the growing demand for single-family rental homes, while at the same time providing Genuine Care to residents during the ongoing COVID-19 pandemic. We kept residents and associates safe by adhering to strict safety protocols, and we continued to assist residents experiencing financial hardship. Alongside the positive impact we made with residents and communities, we delivered strong financial results for our stockholders. In successfully executing our business strategy and increasing dividends over time, we continue to achieve strong total shareholder returns (“TSR”).

(1) TSR represents growth in the value of an investment in the Company’s shares of common stock due to share price appreciation or depreciation and dividends paid, assuming the contemporaneous reinvestment of dividends on their ex-dividend dates. Data is for the period from February 1, 2017 through December 31, 2021. Dow Jones US Real Estate Residential Index replaced SNL US REIT Residential Index in August 2021.

The overarching goal of our executive compensation program is to motivate our leaders to achieve our key strategic priorities and focus on long-term value creation for our stockholders. Our executive compensation program is designed to reward for financial performance and specific business results, mitigate material risks and align with stockholder interests by having a significant portion composed of long-term equity-based awards. We set pay levels commensurate with performance and the need to attract and retain high quality talent, and we consider many factors in setting executive compensation, including the

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advice of the Compensation and Management Development Committee’s consultant, level of pay relative to the Company’s other executives, competitive market data and Company and individual performance and results.

As part of determining executive compensation, the Compensation and Management Development Committee reviews our goal-setting processes to ensure targets are rigorous, yet attainable, thereby incentivizing performance. In determining 2021 executive compensation, the Committee considered a balanced mix of metrics for our annual and long-term incentive plans to measure the Company’s performance, our progress against corporate priorities, as well as individual executive performance.

Performance Highlights

We achieved strong Company performance in 2021 and focused on our associates, residents, growth and ESG, while navigating the continuing effects of the COVID-19 pandemic. Highlights of our performance include:

$1.28(1) Adjusted Funds from Operation (“AFFO”) per share, up 18.8% year-over-year. On a Generally Accepted Accounting Principles (“GAAP”) basis, $0.45 net income per diluted common share.	Enhanced Resident Experience Record-high 4.6 (out of 5) average resident satisfaction survey score and Net Promoter Score of 49 for full-year 2021; continued rollout of resident-friendly and environmentally friendly ancillary services, including smart home, landscaping and pest control. We also introduced our new mobile maintenance app to residents nationwide.
9.4%(2)(3) Same Store NOI Growth year-over-year. On a GAAP basis, 33.4% net income available to common stockholders growth year-over-year.	$50.5 million Amount of rental assistance we helped our residents receive through December 31, 2021.
$1.9 billion(4) Total acquisitions, representing our most active growth year since 2014.	7,500 Homes Number of new homes we expect to purchase from PulteGroup, Inc. over five years, as a result of our innovative strategic relationship.
$1.95 billion of unsecured debt issued primarily to refinance secured debt, reducing secured debt / gross tangible assets from 26.5% at December 31, 2020 to 16.3% at December 31, 2021(5).	13.2% Increase in our sustainability scoring year-over-year by GRESB, the global ESG benchmark for real estate.
98.2% Same Store average occupancy for FY2021, driven by year-over-year reductions in Same Store turnover rate from 26.4% to 22.9% and in Same Store days to re-resident from 36 days to 28 days.	Investment-Grade Rated Received three investment grade ratings and reduced net debt / annualized Adjusted EBITDAre(6) from 7.3x at December 31, 2020 to 6.2x at December 31, 2021.

(1) See Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures” in our 2021 Form 10-K for the reconciliation of AFFO to net income (loss) (as determined in accordance with GAAP), the most directly comparable GAAP measure.

(2) Same Store NOI Growth is defined as the percentage year-over-year change in Net Operating Income (“NOI”) from our Same Store portfolio where NOI is calculated as described in our 2021 Form 10-K under Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures.” See Part II. Item 7. “Management’s Discussion and Analysis of

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  Executive Compensation—Compensation Discussion and Analysis (continued)

Financial Condition and Results of Operations—Non-GAAP Measures” in our 2021 Form 10-K for the reconciliation of Same Store NOI to net income (loss) (as determined in accordance with GAAP), the most directly comparable GAAP measure.

(3) “Same Store” is defined in our 2021 Form 10-K under “Defined Terms.”

(4) Includes wholly-owned acquisitions, as well as acquisitions made by our joint ventures.

(5) Secured debt / gross tangible assets represents (i) the gross balance of secured debt, divided by (ii) total assets, less goodwill, gross of accumulated depreciation of investments in single-family rental properties.

(6) See Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures” in our 2021 Form 10-K for the reconciliation of Adjusted EBITDAre to net income (loss) (as determined in accordance with GAAP), the most directly comparable GAAP measure.

Strong Compensation Governance

We maintain strong governance standards in the oversight of our executive compensation programs. The Compensation and Management Development Committee oversees the executive compensation program and evaluates the program against competitive practices, legal and regulatory development and corporate governance trends. The Committee has incorporated the following market-leading governance features into our program.

What We Do:		What We Don’t Do:
	the majority of our executive compensation is performance-based and at-risk, tied to rigorous absolute and relative performance goals;		we do not enter into employment agreements or individual change in control agreements;
	we utilize a balanced mix of metrics for our annual and long-term incentive plans to measure the Company’s performance and align with ESG metrics;		we do not encourage excessive risk taking (we conduct annual formal enterprise risk assessments);
	we conduct a stockholder advisory vote on executive compensation annually;		we do not authorize excise tax gross-ups; and
	we have implemented a clawback policy for long-term incentive awards to allow the Company to seek reimbursement from our senior executives;		we prohibit hedging and restrict pledging or borrowing against Company stock.
	we have a stock ownership policy for our executive officers and non-employee directors; and
	we engage an independent compensation consultant that does not provide any other consulting or other services to the Company.

2021 Advisory Vote on Executive Compensation

We actively engage with our stockholders, seek their input and address questions and concerns. We maintain an open line of communication with investors on our compensation philosophy and practices and have consistently received say-on-pay support from our stockholders. The 2021 annual vote on an advisory resolution to approve the compensation of our NEOs passed with over 90% of the votes in favor. Even though we received a high level of support for our executive compensation programs, during 2021, outreach to our stockholders remained a top priority for our Board and our senior management team.

Executive Compensation Objectives and Philosophy

Our pay-for-performance compensation philosophy is set by the Compensation and Management Development Committee. Our goal is to provide compensation and incentives designed to attract and retain key executives with the qualifications to manage and lead the Company as well as to motivate them to develop professionally, contribute to the achievement of our financial goals and ultimately create and grow our equity value. Our compensation philosophy aligns our executives with our growth objectives via equity compensation and annual incentive compensation, the value of which is driven by our performance over the long and short term, respectively. All of our NEOs maintain a significant equity stake in the Company.

To achieve these objectives, we provide executive pay programs that:

• deliver competitive levels of compensation to attract, retain and motivate highly qualified executives;

• foster a strong relationship between stockholder value and executive compensation by having a significant portion of compensation composed of long-term incentive awards;

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• emphasize performance-based compensation contingent upon achieving financial and business area performance goals; and

• promote our core values: Unshakable Integrity; Genuine Care; Continuous Excellence; and Standout Citizenship.

When designing the Company’s executive compensation plans and making individual compensation decisions, the Compensation and Management Development Committee considers several key principles:

• cultivate long-term value creation without taking unnecessary risks;

• combine both short- and long-term compensation to promote retention and create a pay-for-performance environment;

• emphasize at-risk pay over fixed pay, yet create a positive work environment that rewards long-term achievements; and

• motivate and reward for successfully executing our business strategies, including our ESG goals.

Determination of Compensation

Independent Review and Approval of Executive Compensation

The Compensation and Management Development Committee oversees and approves key aspects of executive compensation, including salaries, corporate goals and individual objectives, payouts under the annual cash incentive plan, and the size and structure of long-term incentive awards for our NEOs. The Committee approves objectives designed to align executive pay with Company performance and stockholder interests and also seeks to provide competitive pay opportunities tied to performance and designed to retain talent, maximize stockholder value and mitigate material risk.

The Compensation and Management Development Committee does not delegate any substantive responsibility related to the compensation of NEOs and exercises its independent judgment when approving executive compensation. No member of the Committee is a former or current officer of the Company or any of its subsidiaries. They are all independent under current NYSE listing standards and for purposes of Section 10C(b) of the Exchange Act.

The Compensation and Management Development Committee takes into account the aggregate amount and mix of all components of compensation when considering compensation decisions affecting the CEO and other NEOs. The Committee considers many factors, including the advice of its independent compensation consultant, competitive market data, level of pay relative to the Company’s other executives, and the alignment of the Company’s total pay opportunity and pay outcomes with performance.

The Compensation and Management Development Committee conducts an annual evaluation process of the CEO. The Committee determines and approves the annual salary, bonus, equity-based incentives and other benefits, direct and indirect, of the CEO. The CEO does not have a role in and is not present during discussions regarding his own compensation. The CEO traditionally has a role in setting the compensation for other NEOs by providing recommendations to the Committee. The Committee has the discretion to accept, reject or modify the CEO’s recommendations.

The Role of the Compensation and Management Development Committee’s Independent Consultant

The Compensation and Management Development Committee has sole authority under its charter to retain advisors and consultants as it deems appropriate. The Committee has retained FPC, a nationally recognized leader in advising public REITs on executive compensation and related matters, as its compensation consultant.

FPC attends Compensation and Management Development Committee meetings, reviews compensation data with the Committee and participates in general discussions regarding executive compensation issues. FPC reports to the Committee, and only at the Committee’s direction, will work with management to develop materials and analyses essential to Committee’s executive compensation evaluations and determination. Such materials include competitive market assessments.

FPC regularly participates in executive sessions with the Compensation and Management Development Committee (without any of the Company’s personnel or executives present) to discuss compensation matters. FPC does not provide any other services to the Company and has no other direct or indirect business relationships with the Company. Taking these and other factors into account, the Committee has determined that the work performed by FPC does not raise any conflicts of interest.

Use of Peer Data

We are always competing for the best talent in the marketplace which is not just limited to other public REITs, but also, private single family rental companies, real estate private equity and real estate fintech companies. The Compensation and

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  Executive Compensation—Compensation Discussion and Analysis (continued)

Management Development Committee regularly reviews market data and pay practices and ranges of our “peer” companies to ensure that we continue to offer a relevant and competitive executive pay program each year. As previously mentioned, while our benchmarking analyses focus on other public REITs, we compete for talent with many types of private single family rental companies, real estate private equity, and real estate fintech firms, among others, and are mindful of the design and opportunities across compensation programs that exist at other organizations. The Committee believes this allows the Company to successfully attract and retain the high-quality executive talent critical to the Company’s long-term success.

The Compensation and Management Development Committee reviews the potential total compensation package for each of the executive officers against a pre-selected peer group, consisting of other publicly traded REITs, based on data compiled by FPC. Consistent with the objectives of the Company’s executive compensation program, the Committee compares executive officer compensation against these peer companies to ensure that the Company attracts and retains highly qualified executive officers by providing a total executive compensation package that is competitive with those provided by the Company’s peers.

FPC assists the Compensation and Management Development Committee in selecting the Company’s peer group. Because there is only one public, single-family rental focused REIT of comparable size to us (American Homes 4 Rent), only one of our direct competitors is appropriate for inclusion in our compensation peer group. To create a sufficiently robust data set by which to examine market competitive pay practices, the Committee, in consultation with FPC, selected other companies to comprise our peer group based on the following characteristics, among others:

Guiding Factors for Selecting Our Peers
Ownership Structure and Business Model	Companies organized as publicly traded REITs and companies with similar business models.
Size and Scope	Companies which are similar in size (with a focus on residential operations), with the primary measure being equity market capitalization (between 0.5x-2.0x of our total market capitalization and such that we rank near the median of the peer group) and number of properties and breadth of portfolio.
Operational Intensity and Complexity	Companies with a similar complexity of diverse business activities and geographic reach or companies engaged in transactions of a similar complex nature, such as development activities and joint ventures.
Index	Companies classified within the FTSE Nareit Residential Index, as well as relative weighting within the Index.
Other Considerations	Companies we compete with for investors, or which key analysts and proxy advisory firms name as a peer and which cite us as a peer.

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Based on all of the foregoing factors, FPC recommended no change in peer group for 2021 and the Compensation and Management Development Committee approved the following peer group of REITs for competitive analyses of compensation that informed decisions on pay opportunities for our NEOs:

Peer Company Name	Asset Focus
American Homes 4 Rent	Single-Family Rental
Apartment Investment and Management Company	Multifamily
AvalonBay Communities, Inc.	Multifamily
Boston Properties, Inc.	Office
Camden Property Trust	Multifamily
Digital Realty Trust, Inc.	Specialty
Equity Residential	Multifamily
Essex Property Trust, Inc.	Multifamily
Extra Space Storage Inc.	Self-Storage
Healthpeak Properties, Inc.	Health Care
Mid-America Apartment Communities, Inc.	Multifamily
Realty Income Corporation	Diversified
Regency Centers Corporation	Shopping Center
Sun Communities, Inc.	Specialty
UDR, Inc.	Multifamily

In 2021, the Compensation and Management Development Committee reviewed compensation data for executives at the peer companies with positions comparable to those held by the NEOs. This data consisted of base salary, annual cash incentives, and equity award information (the latter two components on an actual and target basis), paid by each of the peer companies based on public filings as well as FPC’s proprietary database, which also includes data from the Nareit Compensation Survey (which FPC conducts). FPC’s analysis concluded that the peer companies generally have compensation programs comparable to ours, with annual bonuses typically in the form of cash and long-term compensation typically in the form of both performance vesting and time vesting equity awards. The Committee generally uses the market data provided by the peer group as one of several reference points useful for determining the form and amount of compensation; however, the Committee does not specifically target a percentile for benchmarking purposes and actual compensation paid. The Committee expects to review the peer group annually and make changes as warranted and deemed appropriate.

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  Executive Compensation—Compensation Discussion and Analysis (continued)

The peer group was adjusted in 2021, for purposes of determining 2022 executive compensation, to remove Apartment Investment and Management Company and to add SBA Communications Corporation. Apartment Investment and Management Company spun off most of its income producing properties in 2021, creating Apartment Income REIT (AIRC), with AIRC being largely a property management company and Apartment Investment and Management Company being a transaction-focused company. Apartment Investment and Management Company has since dropped out of the S&P 500. SBA Communications Corporation is a REIT with a broad portfolio and high number of properties of an appropriate size in terms of number of employees and capitalization.

* Reflects Apartment Investment and Management Company’s size prior to its spin-off resulting in Apartment Income REIT and Aimco.

Elements of Compensation

Our compensation program is heavily weighted towards performance-based compensation, reflecting our philosophy of increasing the long-term value of the Company and supporting strategic and operational objectives.

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For 2021, the compensation framework had three main compensation program elements that assessed performance across a variety of goals and measured performance across an annual and multi-year performance period while preserving a substantial emphasis on performance-based pay. The performance-based components include a threshold, target and maximum opportunity for the annual cash incentive award and the performance vesting RSUs. The table below contains a design overview of the 2021 executive compensation program.

Element	Form	Metrics and Weighting
Base Salary	Fixed Cash	Fixed rate of pay utilized to attract and retain executives
Annual Cash Incentive	Performance-Based Cash	90% Corporate financial objectives (including AFFO per share, Same Store Core Revenue Growth year-over-year, and Net Investment Growth)(1), and defined corporate priorities (including an improved resident experience, enhanced associate involvement with community improvement work, continued development of our environmental and energy strategy and further development of Company leaders)
		10% Individual performance goals
Long-Term Incentive Award	Performance Vesting RSUs	75% Forward-looking three-year performance period in which awards may be earned based 45% upon the compounded, annual growth rate (“CAGR”) of the Company’s TSR relative to the MSCI US REIT Index (the “TSR Relative to RMS Index CAGR”) and 30% upon Same Store NOI Growth CAGR; if earned at the end of the performance period, awards will be eligible to vest on the Certification Date (as defined below); if three-year absolute TSR is negative, TSR metric is capped at target
	Time Vesting RSUs	25% Awards vest ratably over three years

(1) See “Annex A: Non-GAAP Reconciliations” for reconciliation of Total Revenues to Same Store Core Revenues, full year. Net Investment Growth is the sum of total all in cost basis for acquisitions for both the Invitation Homes and joint venture with Rockpoint Group, L.L.C. (“Rockpoint”) portfolios, less gross proceeds for dispositions for the Invitation Homes portfolio.

Alignment of Pay with Performance

Our executive compensation program provides significant alignment between pay and performance by linking a meaningful portion of total compensation to the achievement of operational and strategic goals through our short-term incentive program, as well as rigorous relative shareholder return goals through our long-term incentive program.

In 2021, approximately 71% of our CEO’s total target compensation and approximately 65% of our other NEOs’ total target compensation was at-risk and not guaranteed and 29% and 35%, respectively, was fixed (including base salary and time-based RSU grants, the latter of which vest over a three-year period, with the ultimate value subject to our share performance). To build even stronger pay-for-performance alignment with our stockholders, long-term incentive awards are predominantly “at-risk” performance-based equity awards, the ultimate value of which depends entirely on the Company’s future relative total shareholder return and three-year Same Store NOI growth. The following diagrams present the allocation of total pay among different components of our executive compensation program for our CEO and the weighted-average of each component for our other NEOs as a group.

2021 Target Pay Mix – CEO	2021 Target Pay Mix – Other NEOs (Avg.)

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  Executive Compensation—Compensation Discussion and Analysis (continued)

Base Salary

Base salary compensates our NEOs for performing the requirements of their positions and provides them with a level of cash income predictability and stability with respect to a portion of their total compensation. The Compensation and Management Development Committee believes that base salaries for our NEOs should reflect market competitive levels of pay and factors unique to each executive such as experience and breadth of responsibilities, performance, individual skill set, time in the role and pay relative to peers. The Committee increased Mr. Tanner’s base salary in 2021 from $800,000 to $900,000, Mr. Freedman’s base salary from $625,000 to $650,000 and Mr. Young’s base salary from $575,000 to $650,000 to reflect their individual performance and the performance of the Company and to adjust salaries to be in line with the market competitive levels.

Base salaries for the NEOs as of December 31, 2020 and 2021 are as follows:

Name	2020		2021		% Change
Dallas B. Tanner	$	800,000	$	900,000		13	%
Ernest M. Freedman	$	625,000	$	650,000		4	%
Charles D. Young	$	575,000	$	650,000		13	%
Mark A. Solls	$	475,000	$	475,000		—	%

2021 Annual Cash Incentive Program

In 2021, our NEOs participated in an annual cash incentive program under which each of the executives was eligible to receive an annual cash incentive based upon the achievement of certain performance criteria. The goals were comprised of corporate financial objectives and corporate priorities, which were shared by all NEOs, and individual goals, which were unique to each executive. These goals were pre-established, with the majority measured objectively.

Each of Messrs. Tanner’s, Freedman’s, Young’s and Solls’ total award opportunity under the 2021 annual cash incentive program was designed to be based on the financial, corporate and individual objectives as set forth below:

AFFO per Share	Same Store Core Revenue Growth year- over-year	Net Investment Growth	Corporate Priorities	Individual Goals and Objectives
30%	20%	20%	20%	10%

The corporate financial objectives under the 2021 annual cash incentive program consisted of: (1) Total AFFO per share (“AFFO per Share,” where AFFO and FFO are calculated as described in our 2021 Form 10-K, under Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures”); (2) Same Store Core Revenue Growth year-over-year (see “Annex A: Non-GAAP Reconciliations” for reconciliation of Total Revenues to Same Store Core Revenues, full year); and (3) Net Investment Growth (defined above). The corporate priorities under the 2021 annual cash incentive program consisted of: (1) an enhanced resident experience through enhanced offerings and touchpoints, which was scored based on Net Promoter Score, mobile site usage, and digital unique usage; (2) enhanced associate involvement with community improvement work, as measured by volunteerism hours utilized; (3) continued development of our environmental and energy strategy; and (4) further development and empowerment of our associates.

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The Compensation and Management Development Committee established specific performance goals for our NEOs within each of the above corporate metrics that contained a defined threshold (50%), target (100%), and maximum (200%) opportunity. Our target level generally aligned with our budget, with a bandwidth from target in which the maximum opportunity requires a high degree of performance. Annual cash incentive scores were interpolated on a straight-line basis based on actual achievement between the threshold, target and maximum levels with no payout for any performance measure that did not achieve the threshold. The diagrams below illustrate the specific goals across each corporate metric, which were established at the beginning of 2021, as well as our actual results.

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  Executive Compensation—Compensation Discussion and Analysis (continued)

Mr. Tanner had individual goals which made up 10% of his 2021 Annual Cash Incentive. His goals were tied to four key categories: strategy and vision; leadership; organization and management development; and external relationships. The first included goals to achieve portfolio expansion and long-term growth and continued development of an environmental impact plan. The second, leadership category, was to drive a culture that is change ready and resilient. The third, organization and management development category, included ensuring the Company had operational framework for proper succession planning and further Board discussion on the topic. Lastly, external relationships included the goal to cultivate strong relationships with key stakeholders to be viewed as a leader in the single family rental industry. Mr. Tanner’s achievements against 2021 individual goals include: effective management of expenses and liquidity; continued resiliency of our business operations; exceptional leadership of our associates, including increased communication, associate engagement, and championing DE&I; leadership of significant portfolio expansion and strategic partnerships; and strengthening of our community engagement.

For Messrs. Freedman, Young and Solls, individual goals were established by reference to our corporate strategy, which is designed to position the Company competitively and thereby deliver superior performance, and which should in turn create value for our stockholders and benefit our associates, residents and communities and ties to each NEO’s specific area of responsibility. These goals included financial performance, project-based milestones, optimization of processes, associate development and engagement, resident satisfaction and stockholder engagement. Our NEOs’ individual performance achievements, based on individual goals, included:

• Mr. Freedman: performed strongly against financial measures, including maintaining strong liquidity position during COVID-19 and access to capital markets; successfully delivered on key strategic partnerships and deepened investor engagement; effectively controlled expenditures and instituted rigorous finance processes in response to the pandemic; successfully managed credit maturities profile resulting in three investment grade ratings and reduced net debt; and provided leadership on strategic joint ventures.

• Mr. Young: demonstrated operational excellence, including continued focus on high resilience of our operations; successfully executed business strategies in all markets; continued to build on our strong national brand; led programs to help our associates and residents successfully navigate challenges related to COVID-19; led associate engagement and development programs; and demonstrated progress in attracting, developing, and retaining diverse talent.

• Mr. Solls: maintained strong risk, control, and compliance environment and enhanced our ability to detect and monitor internal risks; provided legal oversight on acquisitions and joint ventures; led advocacy efforts on all matters affecting our Company; enhanced business continuity support, governance, and incident response; developed new capabilities to monitor legislative and regulatory developments and align business processes with applicable federal, state and local laws and regulations; and successfully delivered on signature community engagement programs.

Individual goal scores were based on a subjective assessment range of 1-5. Annual cash incentive scores were interpolated on a straight-line basis based on actual achievement between the threshold, target and maximum levels with no payout for any performance measure that did not achieve the threshold.

In February 2022, the Compensation and Management Development Committee determined the results of the individual performance objectives for Mr. Tanner. Individual performance goals for each other NEO other than himself were reviewed and scored by Mr. Tanner and ultimately approved by the Committee. Based on these individual performance scores and the achievement of the corporate financial objectives set forth above, the Committee approved the following 2021 actual annual incentive awards based on the 2021 annual incentive plan design discussed previously:

	Target(1)		Target Award (% of FYE Base Salary)	Actual Cash Incentive as a % of Target	Amount Earned
Dallas B. Tanner	$	1,350,000	150%	174%	$	2,298,808
Ernest M. Freedman	$	812,500	125%	173%	$	1,395,228
Charles D. Young	$	812,500	125%	172%	$	1,362,518
Mark A. Solls	$	475,000	100%	170%	$	808,688

(1) Based on salary as of December 31, 2021.

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2021 Long-Term (Equity) Incentive Program

On February 26, 2021, the Compensation and Management Development Committee approved a 2021 long-term incentive equity award program (the “2021 LTIP”) under the Invitation Homes Inc. 2017 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), and as of March 1, 2021, granted our NEOs equity-based awards in the form of time vesting RSUs and performance vesting RSUs. When considering the design of the 2021 LTIP, the Committee incorporated several key design practices:

• A majority (75%) is performance-based;

• We target to outperform;

• Awards are capped at target to the extent the Company’s TSR is negative across the performance period; and

• We also provide for a portion of our awards that aid in long-term retention (time-based).

For each individual award, 75% of the 2021 LTIP RSUs at target are based on performance, of which 45% are tied to the TSR Relative to RMS Index CAGR (with a cap at target if the Company’s absolute TSR is negative) and 30% are tied to the Company’s Same Store NOI Growth CAGR. The Compensation and Management Development Committee set goals which are reasonably achievable but challenging.

The time vesting RSUs under the 2021 LTIP are scheduled to vest in equal annual installments on each of the first three anniversaries of March 1, 2021, subject to each NEO’s continued employment through the applicable vesting date, with certain limited exceptions.

The performance vesting RSUs under the 2021 LTIP may be earned based on the achievement of performance conditions over a three-year performance period from January 1, 2021 through December 31, 2023. The number of performance vesting RSUs that may be earned will be determined based on performance achieved during the specified performance period. The performance vesting RSUs may be earned based on two performance measures: (1) the TSR Relative to RMS Index CAGR for the performance period; and (2) the Company’s Same Store NOI Growth CAGR.

Under the terms of the 2021 LTIP award agreements, each of our NEOs is eligible to earn, in respect of each performance condition, a threshold, target and maximum number of performance vesting RSUs based on whether the performance criteria are achieved at threshold, target or maximum levels. The total number of performance vesting RSUs earned with respect to each performance measure is based on an achievement factor which, in each case, ranges from a 0% payout for below threshold performance, to 50% for threshold performance, to 100% for target performance and up to 200% for performance at maximum levels or above. The resulting achievement will be interpolated on a straight-line basis based on actual achievement between the threshold, target and maximum levels with no payout for any performance measure that did not achieve the threshold.

In general, performance vesting RSUs are earned on the date after the end of the performance period on which the Compensation and Management Development Committee certifies the extent to which the performance criteria have been achieved (the “Certification Date”). The performance vesting RSUs will vest on the Certification Date, subject to each NEO’s continued employment through such Certification Date except in the event of a qualifying involuntary termination. Any unearned performance vesting RSUs will be forfeited without consideration.

Under the 2021 LTIP, the Compensation and Management Development Committee granted time vesting and performance vesting RSUs to our NEOs in the following amounts (the number of performance vesting RSUs below reflects the number of shares at target), with the actual number of shares to be earned based on the actual achievement of the performance criteria described above.

Name	Performance Vesting RSUs(1) (Target) (#)	Time Vesting RSUs(1) (#)
Dallas B. Tanner	166,741	55,423
Ernest M. Freedman	46,175	15,348
Charles D. Young	46,175	15,348
Mark A. Solls	21,164	7,035

(1) The closing price of our common stock on the NYSE on the grant date of March 1, 2021, was $29.32. Conversion to RSUs for the TSR component of the award assumes a TSR valuation factor of 99.53% for NEOs.

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  Executive Compensation—Compensation Discussion and Analysis (continued)

Status of Pre-2021 Long-Term (Equity) Incentive Programs

Retention RSUs

In June 2017, the Board, upon recommendation of the Compensation and Management Development Committee, granted to each of Messrs. Tanner and Freedman 138,122 time vesting RSUs (collectively, the “Retention RSUs”). On May 16, 2019, the date that was 18 months from the closing date of the merger with SWH, 69,061 Retention RSUs of each such NEO’s awards vested. The remaining portion of each such NEOs’ Retention RSUs, vested on June 19, 2021.

2018 LTIP Awards

In February 2018, the Compensation and Management Development Committee approved our 2018 long-term incentive equity award program (the “2018 LTIP”), under the Omnibus Incentive Plan, comprising equity-based awards in the form of time vesting RSUs and performance vesting RSUs. The time vesting RSUs under the 2018 LTIP vested in equal annual installments on each of the first three anniversaries of March 1, 2018.

The performance vesting RSUs under the 2018 LTIP were earned based on the achievement of performance conditions over a three-year performance period from January 1, 2018 through December 31, 2020. The number of performance vesting RSUs that were earned was determined based on performance achieved during the specified performance period. The performance vesting RSUs were earned based on two performance measures: (1) the TSR Relative to RMS Index CAGR for the performance period; and (2) the Company’s Same Store NOI Growth CAGR.

Actual performance for the two metrics included were as follows:

2018 LTIP	Target	Achievement	Payout
TSR Relative to RMS Index CAGR	+50bps	+650bps	200%
Same Store NOI Growth CAGR	5%	4.30%	65%

The 2018 LTIP performance vesting RSUs vested on the Certification Date. Any unearned 2018 LTIP performance vesting RSUs were forfeited without consideration.

Under the 2018 LTIP, the Compensation and Management Development Committee granted time vesting and performance vesting RSUs to our NEOs in the following amounts (the number of performance vesting RSUs below reflects the number of shares at target), with the actual number of shares to be earned based on the actual achievement of the performance criteria described above.

Name	Performance Vesting  RSUs(1) (Target) (#)		Time Vesting RSUs(1) (#)
Dallas B. Tanner		47,912		17,116
Ernest M. Freedman		47,912		17,116
Charles D. Young		47,912		17,116
Mark A. Solls		15,972		5,706

(1) The closing price of our common stock on the NYSE on the grant date, March 1, 2018, was $21.91. Conversion to RSUs for the TSR component of the award assumes a TSR valuation factor of 112.55% for all NEOs.

2018 Supplemental Bonus Award

In February 2018, the Compensation and Management Development Committee granted to each of Messrs. Tanner, Freedman, Young and Solls a one-time supplemental award of 18,257, 18,257, 18,257 and 9,129 time vesting RSUs, respectively (collectively, the “2018 Supplemental Bonus Award”), in recognition of their leadership efforts towards the successful completion of the merger with SWH and the ongoing work on the integration of the two companies’ businesses and operations. These RSUs vested in equal annual installments on each of the first three anniversaries of March 1, 2018.

2019 LTIP Awards

In February 2019, the Compensation and Management Development Committee approved our 2019 long-term incentive equity award program (the “2019 LTIP”), under the Omnibus Incentive Plan, comprising equity-based awards in the form of time vesting RSUs and performance vesting RSUs. The time vesting RSUs under the 2019 LTIP vested in equal annual installments on each of the first three anniversaries of March 1, 2019.

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The performance vesting RSUs under the 2019 LTIP were earned based on the achievement of performance conditions over a three-year performance period from January 1, 2019 through December 31, 2021. The number of performance vesting RSUs earned were determined based on performance achieved during the specified performance period. The performance vesting RSUs may be earned based on two performance measures: (1) the TSR Relative to RMS Index CAGR for the performance period; and (2) the Company’s Same Store NOI Growth CAGR.

Actual performance for the two metrics included were as follows:

2019 LTIP	Target	Achievement	Payout
TSR Relative to RMS Index CAGR	+50bps	+1490bps	200%
Same Store NOI Growth CAGR	4%	6.2%	200%

The performance vesting RSUs vested on the Certification Date. Any unearned performance vesting RSUs were forfeited without consideration.

Under the 2019 LTIP, the Compensation and Management Development Committee granted time vesting and performance vesting RSUs to our NEOs in the following amounts (the number of performance vesting RSUs below reflects the number of shares at target), with the actual number of shares to be earned based on the actual achievement of the performance criteria described above.

Name	Performance  Vesting RSUs(1)  (Target) (#)	Time Vesting  RSUs(1) (#)
Dallas B. Tanner	67,267	24,682
Ernest M. Freedman	47,834	17,552
Charles D. Young	47,834	17,552
Mark A. Solls	20,928	7,679

(1) The closing price of our common stock on the NYSE on the grant date, March 1, 2019, was $22.79. Conversion to RSUs for the TSR component of the award assumes a TSR valuation factor of 118.01% for NEOs.

2020 LTIP Awards

In February 2020, the Compensation and Management Development Committee approved our 2020 long-term incentive equity award program (the “2020 LTIP”), under the Omnibus Incentive Plan, comprising equity-based awards in the form of time vesting RSUs and performance vesting RSUs. The time vesting RSUs under the 2020 LTIP vested in equal annual installments on each of the first three anniversaries of March 1, 2020.

The performance vesting RSUs under the 2020 LTIP may be earned based on the achievement of performance conditions over a three-year performance period from January 1, 2020 through December 31, 2022. The number of performance vesting RSUs earned will be determined based on performance achieved during the specified performance period. The performance vesting RSUs may be earned based on two performance measures: (1) the TSR Relative to RMS Index CAGR for the performance period; and (2) the Company’s Same Store NOI Growth CAGR.

In general, performance vesting RSUs are earned on the Certification Date, subject to each NEO’s continued employment through such Certification Date except in the event of a qualifying involuntary termination. Any unearned performance vesting RSUs will be forfeited without consideration.

Under the 2020 LTIP, the Compensation and Management Development Committee granted time vesting and performance vesting RSUs to our NEOs in the following amounts (the number of performance vesting RSUs below reflects the number of shares at target), with the actual number of shares to be earned based on the actual achievement of the performance criteria described above.

Name	Performance  Vesting RSUs(1)  (Target) (#)	Time Vesting  RSUs(1) (#)
Dallas B. Tanner	83,621	30,361
Ernest M. Freedman	39,216	14,238
Charles D. Young	39,216	14,238
Mark A. Solls	18,455	6,701

(1) The closing price of our common stock on the NYSE on the next trading date following the grant date of March 1, 2020, was $29.85. Conversion to RSUs for the TSR component of the award assumes a TSR valuation factor of 115.81% for NEOs.

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  Executive Compensation—Compensation Discussion and Analysis (continued)

RSU Dividends

Holders of time vesting RSUs and earned performance vesting RSUs are entitled to receive dividends or dividend equivalent payments, as applicable, to the extent dividends are declared on the Company’s common stock. Such dividends or dividend equivalent payments, as applicable, are payable on the same date and in the same form as are paid to holders of the Company’s common stock. Unearned performance vesting RSUs accrue dividend equivalents, but such dividend equivalents will only be paid to the extent the underlying performance vesting RSUs are earned and, once earned, are payable in the same form as that paid to the Company’s holders of common stock. To date, all dividends declared on the Company’s common stock were paid in cash.

RSU Covenants

Each of the NEO grantees of the RSUs is subject to restrictive covenants related to post-employment non-solicitation and non-competition for twelve months following any termination of employment and indefinite covenants covering trade secrets, confidentiality and non-disparagement. Under the LTIP award agreements, if there is a restrictive covenant violation or the NEO engages in a detrimental activity (as defined in the applicable LTIP award agreement) in the four-year period following the grant date, the NEO will be required to pay the Company an amount equal to the after-tax proceeds received upon the sale or disposition of the equity award and any shares issued in respect thereof. In addition, the LTIP RSUs are subject to clawback in the event of a restatement of the Company’s financial results due to the executive’s fraud or intentional illegal conduct where such restatement results in fewer earned performance vesting RSUs.

2019 Outperformance Equity-Based Awards

In May 2019, the Compensation and Management Development Committee approved an outperformance program (the “Outperformance Program”) to provide incentive to achieve significant long-term, absolute and relative stock performance. The award is capped to prevent excessive risk taking. Outperformance Program equity-based awards were granted to select key associates starting at a vice-president level and above, including the NEOs. The NEO awards were granted in the form of a class of units (collectively referred to as “OP Units”) of the Company’s operating partnership, Invitation Homes Operating Partnership LP (the “Operating Partnership”), issued under our Omnibus Incentive Plan. If the specific performance objectives of the Outperformance Program are achieved, the earned OP Units become convertible into common units of the Operating Partnership (and ultimately into shares of our common stock at NEOs’ election) following vesting. The Outperformance Program awards are earned and payable only when performance exceeds hurdles as measured by three-year TSR and requires outperforming an index of residential REITs (in which the Company is a constituent) and/or positive double-digit stockholder returns. If the performance objectives are not met, the OP Units will be cancelled.

What Makes the Outperformance Program Unique Compared to Other Long-Term Incentive Plans

The Compensation and Management Development Committee believes the Outperformance Program incorporates several unique design features that distinguish its long-term incentive design from our ongoing annual LTIP program and that of many other companies.

• Dollar Value Pool-Based Award — the Outperformance Program extends participation to approximately 50 select key associates and is capped based on a dollar value pool approach. Unlike grants of performance shares that have unlimited upside value potential based on future stock price, the Outperformance Program is capped in its value.

• Five-Year Total Vesting Requirement — the Outperformance Program is subject to long-term vesting to promote enhanced retention in addition to significant stockholder value creation. Any award ultimately earned does not fully vest until five years from program commencement.

• Robust Performance Goals — the Compensation and Management Development Committee believes in establishing robust performance goals to motivate and reward long-term performance that leads to transformational change in support of creating increased stockholder value. To that end, the performance goals were established at a level that will award a minimum payout of 1% with respect to the TSR portion of the award (50% of the total award) if the Company achieves a 17% cumulative TSR and a minimum payout of 1% with respect to the relative TSR portion of the award (50% of the total award) if the Company outperforms the FTSE Nareit Residential Index. A maximum payout of 100% will be awarded under the Outperformance Program only if the Company realizes both a cumulative three-year 37% TSR and relative performance that exceeds the FTSE Nareit Residential Index by 25%. Performance between the minimum and maximum levels is determined based on linear interpolation.

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Below is a summary of the key terms of the Outperformance Program:

Feature	Description	Objective
Performance Period	Three-year period from April 1, 2019 — March 31, 2022	Incentivizes executives to create value over the long term.
Absolute TSR Component	To earn the maximum award, the Company must deliver a cumulative TSR of 37% over the performance period.	Ensures executives create value for stockholders over the long term.
Relative TSR Component	To earn the maximum award, the Company must outperform the FTSE Nareit Residential Index by 25% over the performance period.	Prevents a high payout in the case of underperformance relative to peers.
Vesting	— 50% of earned awards vest within 60 days subsequent to the conclusion of the performance period — 25% of Earned Awards vest on the first anniversary of the conclusion of the performance period — 25% of Earned Awards vest on the second anniversary of the conclusion of the performance period	Promotes continued alignment of incentives between stockholders and plan participants over the long term.

Outperformance Program Award Opportunity

The table below illustrates the value of the Outperformance Program awards in aggregate based on the maximum award value, a 50% payout and on an annualized basis.

	Outperformance Program Award Pool Percentage	Aggregate Award Opportunity		Annualized Award Opportunity
NEO		50% Payout	Maximum Award Value	50% Payout	Maximum Award Value
Dallas B. Tanner	16.6%	$3,000,000	$6,000,000	$1,000,000	$2,000,000
Ernest M. Freedman	12.4%	$2,254,688	$4,509,375	$   751,563	$1,503,125
Charles D. Young	12.0%	$2,170,313	$4,340,625	$   723,438	$1,446,875
Mark A. Solls	6.6%	$1,200,000	$2,400,000	$   400,000	$   800,000

The values under the annualized award opportunity have been amortized over the three-year performance period to provide a depiction of the way the Compensation and Management Development Committee views each NEO’s participation in this program.

Earning and Vesting of Outperformance Program Awards

The following chart illustrates the timeline of the Outperformance Program awards.

2022 Compensation Decisions

In April 2022, the Compensation and Management Development Committee approved the 2022 outperformance program (the “2022 Outperformance Program”) and related equity-based award grants to select key associates, including our NEOs, which are similar to the previously granted Outperformance Program awards. The 2022 Outperformance Program awards are in the

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  Executive Compensation—Compensation Discussion and Analysis (continued)

form of performance vesting RSUs and OP Units pursuant to the Incentive Plan. The performance vesting RSUs and OP Units vest based on the achievement of rigorous absolute total shareholder return objectives and relative total shareholder return outperformance goals over a three-year performance period (April 1, 2022 to March 31, 2025). The 2022 awards include a new “lock-in feature” which provides that upon completion of 75% of the performance period, or June 30, 2024 (the “Interim Measurement Date”), the Company will calculate performance achieved as of the Interim Measurement Date consistent with the award terms. To the extent the Company’s performance through the Interim Measurement Date would result in a payout if the performance period had ended on that date, a minimum of 50% of such hypothetical payout amounts will be guaranteed as a minimum level payout for the full performance period, so long as certain minimum levels of relative total shareholder return are achieved for the full performance period. The final award multipliers will be equal to the greater of the payouts determined based on the Interim Measurement Date and performance through March 31, 2025. The final award vests 50% at the end of the performance period and 50% on the one year anniversary of the end of the performance period. The awards granted to our NEOs provide for a maximum dollar amount equal to 1.6x their respective total annual target compensation.    

In February 2022, the Compensation and Management Development Committee approved our 2022 long-term incentive equity award program (the “2022 LTIP”) under the Omnibus Incentive Plan, and as of March 1, 2022, granted our NEOs equity-based awards in the form of time vesting RSUs and performance vesting RSUs. The time vesting RSUs are scheduled to vest in equal annual installments on each of the first three anniversaries of March 1, 2022, subject to the NEO’s continued employment through the applicable vesting date (with certain limited exceptions).

The performance vesting RSUs may be earned based on the achievement of performance conditions over a three-year performance period from January 1, 2022 through December 31, 2024. The number of performance vesting RSUs that may be earned will be determined based on performance achieved during the specified performance period. The performance vesting RSUs may be earned based on two performance measures: (1) the TSR Relative to RMS Index CAGR for the performance period; and (2) the Company’s Same Store NOI Growth CAGR.

In establishing 2022 executive compensation, our Compensation and Management Development Committee considered market data relative to the peer group and the performance, changes to the responsibilities of our executive officers, and level of pay relative to the Company’s other executives, and approved increases to several compensation components for our NEOs as set forth below:

• increased Mr. Tanner’s base salary in 2022 from $900,000 to $950,000, increased his target 2022 annual incentive plan target from 150% to 175% and increased his target 2022 LTIP award opportunity (75% which is tied to future three-year performance goals) from $6,500,000 to $7,137,500;

• increased Mr. Freedman’s base salary in 2022 from $650,000 to $700,000 and increased his target 2022 LTIP award opportunity (75% of which is tied to future three-year performance goals) from $1,800,000 to $2,425,000;

• increased Mr. Young’s base salary in 2022 from $650,000 to $700,000 and increased his target 2022 LTIP award opportunity (75% of which is tied to future three-year performance goals) from $1,800,000 to $2,425,000; and

• increased Mr. Solls’ base salary in 2022 from $475,000 to $500,000 and increased his target 2022 LTIP award opportunity (75% of which is tied to future three-year performance goals) from $825,000 to $900,000.

Other Matters

Risk Mitigation

The Compensation and Management Development Committee has discussed the concept of risk as it relates to our compensation programs with management and FPC, and the Committee does not believe the goals, or the underlying philosophy, of our compensation programs encourage excessive or inappropriate risk taking. The Company’s incentive compensation programs contain appropriate risk mitigation factors, including award caps, multiple performance metrics, clawback features and ranges of awards. The share ownership and retention guidelines also mitigate risk. The Committee regularly reviews the incentive compensation plans to ensure they are designed to create and maintain stockholder value and do not encourage excessive risk.

Clawback Policy

RSUs granted under our long-term incentive plans are subject to clawback in the event of a restatement of the Company’s financial results due to the executive’s fraud or intentional illegal conduct where such restatement results in fewer earned performance vesting RSUs.

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Anti-Hedging and Anti-Pledging Policies

The Company’s directors, officers and associates may not engage in hedging transactions with respect to the Company’s securities, including engaging in transactions in forward contracts, equity swaps, collars, exchange funds, puts, calls, options and other derivative securities or any instruments designed to increase in value as a result of, or hedge or offset any decrease in, the market value of the Company’s securities. In addition, the Company’s officers may not purchase the Company’s securities on margin, borrow against any account in which the Company’s securities are held or pledge the Company’s securities as collateral for a loan. Company directors who wish to pledge the Company’s securities as collateral for a loan must first submit a request for approval to the Office of the Chief Legal Officer prior to the execution of the documents evidencing the proposed pledge. The Office of the Chief Legal Officer is under no obligation to approve any request for pre-clearance and may determine not to permit the arrangement for any reason. Currently, there are no outstanding pledges of the Company’s securities by our directors.

Stock Ownership Policy

We have adopted a stock ownership policy under which each of the Company’s NEOs and each non-employee director serving on the Board who is eligible to receive compensation for his or her service on the Board or committee thereof is expected to own shares of our common stock equal in market value to a specified multiple of his or her annual base salary or cash retainer, as applicable. Under this policy, our President and CEO is expected to own equity in an amount equal to six times his or her annual base salary, the other officers are required to own equity in an amount equal to three times his or her annual base salary and the compensated non-employee directors are required to own equity in an amount equal to five times his or her annual cash retainer for serving on the Board (exclusive of any cash payable for service on a committee of the Board or as a chairperson of the Board or committee of the Board). The ownership requirement is expected to be satisfied within five years of the date that the person becomes subject to the policy. In addition, the stock ownership policy provides that, until such person satisfies the ownership requirement, he or she is required to retain at least 50% of the equity such person holds that qualifies toward the ownership requirement and, once the ownership requirement is met, the person must retain the requisite level of equity for so long as he or she is subject to the policy. As of the Record Date, all of our directors and NEOs are in compliance with the Stock Ownership Policy.

Executive Severance Plan

In June 2017, we adopted a severance plan for associates of the Company at the level of Senior Vice President and above and selected by the Compensation and Management Development Committee (the “Severance Plan”). Each of our NEOs participates in the Severance Plan. As a condition to becoming eligible for benefits under the Severance Plan, each participant must agree to terminate and cancel such other employment, severance protection or other individual prior agreements relating to severance or termination benefits.

The Severance Plan provides for payment of severance and other benefits to eligible executives in the event of a termination of employment with us without cause or following a constructive termination (each as defined in the Severance Plan and each, a “qualifying termination”), or for a limited number of individuals, including our NEOs, the event of a termination with us as a result of death or disability (as such terms are defined in the Severance Plan), in each case, subject to the (i) executive’s execution and non-revocation of a general release of claims in favor of the Company and (ii) continued compliance with the restrictive covenants related to post-employment non-solicitation and non-competition for 12 months following any termination of employment and indefinite covenants covering trade secrets, confidentiality and non-disparagement.

Retirement Benefits

We maintain a tax-qualified 401(k) plan, under which we match each associate’s contributions dollar-for-dollar up to 3% of such employee’s eligible earnings, and we match 50% on the next 2% of each associate’s eligible earnings contributed. All of our matching contributions are fully vested, and each NEO was eligible to participate in the 401(k) plan in 2021.

Benefits

We provide a competitive benefits package to our associates. In 2021, we added a medical service to provide second opinions related to diagnoses, surgeries, treatment courses and more. We also added fertility benefits and an additional voluntary medical benefit, hospital indemnity, to reduce financial risk associated with hospital stays. Our executive officers are eligible to participate in various benefit plans available to our associates. Under these plans, all associates are entitled to access to health, dental, vision, term life insurance and disability coverage. All associates, including our executive officers, are also eligible to receive vacation, sick leave and other paid holidays.

Generally, we do not have ‘‘executive-only’’ benefits or perquisites, such as company cars, security systems or financial planning. We maintain a fractional ownership interest in an aircraft, which provides the Company with a certain number of

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yearly flight hours, that is intended for business travel. Under the Company’s Business Aircraft Use Policy, prior to any personal use, executive officers are required to agree to reimburse the Company for all aggregate incremental costs incurred in connection with such personal use. The aggregate incremental costs are based on the cost to us of the particular flights, including the applicable hourly rate for the aircraft and any variable costs of the flights, such as fuel costs, catering, ground transportation and related taxes. The amount reimbursed excludes fixed costs that do not change based on actual usage, such as the monthly management fee. No amounts are reported in the Summary Compensation Table for this aircraft use by any executive officers since any such amounts were fully reimbursed to us by the executive officers who used the aircraft.

Summary Compensation Table

The following table sets forth all compensation awarded to, paid to or earned by our NEOs for services rendered to us during the fiscal years presented.

Name and Principal Position	Years		Salary ($)			Bonus(1) ($)	Stock Awards(2) ($)	Options   Awards   ($)		Non-Equity Incentive Plan Compensation(3)   ($)		All Other Compensation(4)   ($)		Total ($)
Dallas B. Tanner (President and Chief Executive Officer)		2021		$	900,000	—		$	6,500,037		—	$	2,298,808	$	11,600	$	9,710,445
		2020		$	800,000	$272,293		$	3,625,057		—	$	809,268	$	11,400	$	5,518,018
		2019		$	700,000	—		$	4,418,449		—	$	1,161,566	$	11,200	$	6,291,215
Ernest M. Freedman (Executive Vice President and Chief Financial Officer)		2021		$	650,000	—		$	1,800,029		—	$	1,395,228	$	11,600	$	3,856,857
		2020		$	625,000	$  68,945		$	1,700,040		—	$	655,469	$	11,400	$	3,060,854
		2019		$	625,000	—		$	3,229,721		—	$	894,245	$	11,200	$	4,760,166
Charles D. Young (Executive Vice President and Chief Operating Officer)		2021		$	650,000	—		$	1,800,029		—	$	1,362,518	$	11,600	$	3,824,147
		2020		$	575,000	$  77,265		$	1,700,040		—	$	571,766	$	11,400	$	2,935,471
		2019		$	575,000	—		$	3,168,736		—	$	785,233	$	11,200	$	4,540,169
Mark A. Solls (Executive Vice President and Chief Legal Officer)		2021		$	475,000	—		$	825,040		—	$	808,688	$	11,600	$	2,120,328
		2020		$	475,000	$  41,377		$	800,054		—	$	394,962	$	11,400	$	1,722,793
		2019		$	450,000	—		$	1,567,397		—	$	484,467	$	11,200	$	2,513,064

(1) Bonus represents the discretionary portion of the 2020 annual cash incentive award.

(2) Amount represents the aggregate grant date fair value of the equity awards granted in 2021 calculated in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 10 to the consolidated financial statements included in our 2021 Form 10-K.

The stock award values reflected in the table above for 2021 represent the grant date fair value in respect of the time vesting RSUs and performance vesting RSUs granted under our 2021 LTIP.

As described further under “Executive Compensation—Compensation Discussion and Analysis—2021 Long-Term (Equity) Incentive Program,” of the 2021 LTIP performance vesting RSUs granted in 2021, 75% of the 2021 LTIP RSUs at target are based on performance, of which 45% are tied to the TSR Relative to RMS Index CAGR (with a cap at target if the Company’s absolute TSR is negative) and 30% are tied to the Company’s Same Store NOI Growth CAGR. The grant date fair value of the RSUs that are earned based on the Same Store NOI Growth CAGR were computed in accordance with FASB ASC Topic 718 based upon the probable outcome of the performance conditions as of the grant date. Assuming the highest level of performance achievement, the aggregate grant date fair value of the RSUs that are earned based on Same Store NOI Growth CAGR would have been: Mr. Tanner—$3,900,030; Mr. Freedman—$1,080,032; Mr. Young—$1,080,032; and Mr. Solls—$495,038.

As the RSUs that are earned based on the TSR Relative to RMS Index CAGR are subject to market conditions as defined under FASB ASC Topic 718 and are not subject to performance conditions as defined under FASB ASC Topic 718, they have no maximum grant date fair values that differ from the grant date fair values presented in the table.

(3) Amounts shown for 2021 represent the annual cash incentive awards earned under our 2021 annual cash incentive program as described under “Compensation Discussion and Analysis—Determination of Compensation—2021 Annual Cash Incentive Program.”

(4) All Other Compensation for 2021 represents Company-paid matching 401(k) plan contributions.

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  Executive Compensation—Compensation Discussion and Analysis (continued)

2021 Grants of Plan-Based Awards Table

	Grant Name		Type		Grant Date		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)									Estimated Future Payouts Under Equity Incentive Plan Awards(3)						All Other Stock Awards: Number of Shares of Stock or Units (#)		Grant Date Fair Value of   Stock and   Option Awards(4) ($)
Name							Threshold ($)(2)			Target ($)			Max ($)			Threshold (#)(2)		Target (#)		Max (#)
Dallas B. Tanner								$	67,500		$	1,350,000		$	2,700,000		—		—		—		—			—
		2021 LTIP Time Vesting RSUs		Time		3/1/2021			—			—			—		—		—		—		55,423		$	1,625,003
		2021 LTIP Performance Vesting RSUs		Performance		3/1/2021			—			—			—		83,371		166,741		333,482		—		$	4,875,034
Ernest M. Freedman								$	40,625		$	812,500		$	1,625,000		—		—		—		—			—
		2021 LTIP Time Vesting RSUs		Time		3/1/2021			—			—			—		—		—		—		15,348		$	450,003
		2021 LTIP Performance Vesting RSUs		Performance		3/1/2021			—			—			—		23,088		46,175		92,350		—		$	1,350,026
Charles D. Young								$	40,625		$	812,500		$	1,625,000		—		—		—		—			—
		2021 LTIP Time Vesting RSUs		Time		3/1/2021			—			—			—		—		—		—		15,348		$	450,003
		2021 LTIP Performance Vesting RSUs		Performance		3/1/2021			—			—			—		23,088		46,175		92,350		—		$	1,350,026
Mark A. Solls								$	23,750		$	475,000		$	950,000		—		—		—		—			—
		2021 LTIP Time Vesting RSUs		Time		3/1/2021			—			—			—		—		—		—		7,035		$	206,265
		2021 LTIP Performance Vesting RSUs		Performance		3/1/2021			—			—			—		10,582		21,164		42,328		—		$	618,775

(1) Reflects the possible payouts of cash incentive compensation under the 2021 annual cash incentive program. The actual amounts paid are reflected in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” and described in “Compensation Discussion and Analysis—Determination of Compensation—2021 Annual Cash Incentive Program” above.

(2) Threshold reflects the payout associated with the minimum level of achievement that is greater than $0 or 0 RSUs.

(3) Represents performance vesting RSUs granted as part of our 2021 LTIP. See “Compensation Discussion and Analysis—Determination of Compensation—2021 Long-Term (Equity) Incentive Program.”

(4) Represents the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 10 to the consolidated financial statements included in our 2021 Form 10-K.

Narrative to Summary Compensation Table and 2021 Grants of Plan-Based Awards Table

Employment Arrangements

We do not have employment agreements with any of our NEOs. In August 2017, in contemplation of the merger with SWH, each of Messrs. Tanner, Freedman and Solls entered into a letter agreement with us which became effective on November 16, 2017, upon the consummation of the merger (the “Letter Agreements”). The Letter Agreements were intended to provide these executives with specified benefits as the merger did not constitute a “change in control” or an “exit event” as defined under any of our compensatory or benefit plans or arrangements, including the Omnibus Incentive Plan or the Severance Plan.

For information about payments and benefits to which Messrs. Tanner and Freedman may be entitled upon qualifying employment termination events or a change in control, see “Executive Compensation—Compensation Discussion and Analysis—Potential Benefits upon a Termination or Change in Control.”

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Outstanding Equity Awards at 2021 Fiscal Year End

			Stock Awards
Name	Award	Grant Date	Number of Shares or Units of Stock That Have Not Vested(1)(2) (#)	Market Value of Shares or Units of Stock That Have Not Vested(3) ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2)(4)(5) (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3)(4)(5) ($)
Dallas B. Tanner	2019 LTIP RSUs	3/1/2019	142,762	$6,472,829
	2019 Outperformance Plan Awards	5/1/2019			132,333	$  6,000,000
	2020 LTIP RSUs	3/1/2020	20,241	$   917,727	167,242	$  7,582,752
	2021 LTIP RSUs	3/1/2021	55,423	$2,512,879	333,482	$15,120,074
Ernest M. Freedman	2019 LTIP RSUs	3/1/2019	101,519	$4,602,871
	2019 Outperformance Plan Awards	5/1/2019			99,457	$  4,509,375
	2020 LTIP RSUs	3/1/2020	9,492	$   430,367	78,432	$  3,556,107
	2021 LTIP RSUs	3/1/2021	15,348	$   695,878	92,350	$  4,187,149
Charles D. Young	2019 LTIP RSUs	3/1/2019	101,519	4,602,871
	2019 Outperformance Plan Awards	5/1/2019			95,735	$  4,340,625
	2020 LTIP RSUs	3/1/2020	9,492	$   430,367	78,432	$  3,556,107
	2021 LTIP RSUs	3/1/2021	15,348	$   695,878	92,350	$  4,187,149
Mark A. Solls	2019 LTIP RSUs	3/1/2019	44,416	$2,013,821
	2019 Outperformance Plan Awards	5/1/2019			52,933	$  2,400,000
	2020 LTIP RSUs	3/1/2020	4,468	$   202,579	36,910	$  1,673,499
	2021 LTIP RSUs	3/1/2021	7,035	$   318,967	42,328	$  1,919,152

(1) The time vesting RSUs are scheduled to vest as described below.

(a) 2019 LTIP time vesting RSUs: the outstanding awards vested March 1, 2022.

(b) 2019 LTIP performance vesting RSUs: the performance period ended on December 31, 2021, but the awards remain subject to time vesting conditions. The amounts reported under “Number of Shares or Units of Stock That Have Not Vested” reflect the number of RSUs earned based on actual achievement under the performance measures as of the end of the applicable performance period. These awards vested upon the Certification Date and were issued, as shares of our common stock, net of tax, in February 2022.

(c) 2020 LTIP time vesting RSUs: the award is scheduled to vest or vested in equal annual installments on each of the first three anniversaries of the grant date of March 1, 2020.

(d) 2021 LTIP time vesting RSUs: the award is scheduled to vest in equal annual installments on each of the first three anniversaries of the grant date of March 1, 2021.

(2) For additional information on vesting upon specified termination and change in control events, see “Executive Compensation—Compensation Discussion and Analysis—Potential Benefits Upon a Termination or Change in Control.”

(3) Amounts reported are based on the closing price of our common stock on the NYSE on December 31, 2021.

(4) 2020 LTIP performance vesting RSUs are earned in respect of a number of shares based on the achievement of the TSR Relative to the RMS Index CAGR and Same Store NOI Growth CAGR at the end of a specified performance period on December 31, 2022 and, thereafter, remain subject to time vesting conditions until the Certification Date. The number and market value of shares reported above reflect the portion of the 2020 LTIP performance vesting RSUs based on maximum performance of the TSR Relative to the RMS Index CAGR and Same Store NOI Growth CAGR, as our achievement under these measures as of December 31, 2021 was maximum. The actual number of shares that will be deliverable is not yet determinable.

2021 LTIP performance vesting RSUs are earned in respect of a number of shares based on the achievement of the TSR Relative to the RMS Index CAGR and Same Store NOI Growth CAGR at the end of a specified performance period on December 31, 2023 and, thereafter, remain subject to time vesting conditions until the Certification Date. See “Executive Compensation—Compensation Discussion and Analysis—2021 Long-Term (Equity) Incentive Program.” The number and market value of shares reported above reflect the portion of the 2021 LTIP performance vesting RSUs based on maximum performance of the TSR Relative to the RMS Index CAGR and Same Store NOI Growth CAGR, as our achievement under these each of these measures as of December 31, 2021 was maximum. The actual number of shares that will be deliverable is not yet determinable.

Outperformance Program awards are scheduled to vest 50% on the Determination Date (as defined below) following the expiration of the Outperformance Program performance period on March 31, 2022, and 25% on each of the first and second anniversaries of such date.

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(5) Outperformance Program awards were calculated using the share price as of December 31, 2021 of $45.34. The amounts reflected in the table are based on maximum performance as our achievement under both the cumulative TSR and TSR relative to the FTSE Nareit Residential Index measures was above the minimum amount as of December 31, 2021.

2021 Stock Vested Table

Name	Number of Shares Acquired  on Vesting(1)(#)		Value Realized  on Vesting(2)($)
Dallas B. Tanner		170,462		$	5,482,234
Ernest M. Freedman		162,712		$	5,255,004
Charles D. Young		90,485		$	2,640,760
Mark A. Solls		33,590		$	980,770

(1) Represents shares acquired on the vesting of RSUs in 2021 as follows:

(a) As to Mr. Tanner, 3,166 shares acquired on the vesting of a portion of his 2017 LTIP time vesting RSUs on March 1, 2021, 5,706 shares acquired on vesting of his 2018 LTIP time vesting RSUs on March 1, 2021, 68,096 shares acquired on the vesting of his 2018 performance vesting RSUs which vested on February 26, 2021, 6,086 shares acquired on vesting of his 2018 Supplemental Bonus Award on March 1, 2021, 8,227 shares acquired on the vesting of a portion of his 2019 LTIP time vesting RSUs on March 1, 2021, 10,120 shares acquired on the vesting of a portion of his 2020 LTIP time vesting RSUs on March 1, 2021, and 69,061 shares acquired on vesting of his Retention RSUs on June 19, 2021.

(b) As to Mr. Freedman, 3,166 shares acquired on the vesting of a portion of his 2017 LTIP time vesting RSUs on March 1, 2021, 5,706 shares acquired on vesting of his 2018 LTIP time vesting RSUs on March 1, 2021, 68,096 shares acquired on the vesting of his 2018 performance vesting RSUs which vested on February 26, 2021, 6,086 shares acquired on vesting of his 2018 Supplemental Bonus Award on March 1, 2021, 5,851 shares acquired on the vesting of a portion of his 2019 LTIP time vesting RSUs on March 1, 2021, 4,746 shares acquired on the vesting of a portion of his 2020 LTIP time vesting RSUs on March 1, 2021, and 69,061 shares acquired on vesting of his Retention RSUs on June 19, 2021.

(c) As to Mr. Young, 5,706 shares acquired on vesting of his 2018 LTIP time vesting RSUs on March 1, 2021, 68,096 shares acquired on the vesting of his 2018 performance vesting RSUs which vested on February 26, 2021, 6,086 shares acquired on vesting of his 2018 Supplemental Bonus Award on March 1, 2021, 5,851 shares acquired on the vesting of a portion of his 2019 LTIP time vesting RSUs on March 1, 2021, and 4,746 shares acquired on the vesting of a portion of his 2020 LTIP time vesting RSUs on March 1, 2021.

(d) As to Mr. Solls, 1,152 shares acquired on the vesting of a portion of his 2017 LTIP time vesting RSUs on March 1, 2021, 1,902 shares acquired on vesting of his 2018 LTIP time vesting RSUs on March 1, 2021 and 22,700 shares acquired on the vesting of his 2018 performance vesting RSUs which vested on February 26, 2021, 3,043 shares acquired on vesting of his 2018 Supplemental Bonus Award on March 1, 2021, 2,560 shares acquired on the vesting of a portion of his 2019 LTIP time vesting RSUs on March 1, 2021, and 2,233, shares acquired on the vesting of a portion of his 2020 LTIP time vesting RSUs on March 1, 2021.

(2) Amounts reported are based on the closing price of our common stock on the NYSE on the vesting date. If vesting occurs on a day on which the NYSE is closed, the value realized on vesting is based on the on the closing price of our common stock on the NYSE on the last trading day prior to the vesting date. Amounts reported are shown before tax.

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Potential Benefits upon a Termination or Change in Control

The following table describes the potential payments and benefits that would have been payable to our NEOs under existing plans, assuming (1) a qualifying termination of employment, (2) a change in control, (3) a qualifying termination within 24 months of a change in control, or (4) death or disability occurred, in each case, on December 31, 2021.

Because the disclosures in the table assume the occurrence of a termination or change in control as of a particular date and under a particular set of circumstances and therefore make a number of important assumptions, the actual amount to be paid to each of our NEOs upon a termination or change in control may vary significantly from the amounts included herein.

Name		Qualifying Termination ($)			Change in Control ($)			Qualifying Termination Within 24 Months of Change in ($)			Death or     Disability     ($)
Dallas B. Tanner
	Severance(1)		$	4,500,000			—		$	6,750,000			—
	Bonus(2)		$	2,298,808			—		$	2,298,808		$	2,298,808
	Time Vesting RSUs(3)		$	1,669,509		$	3,803,663		$	3,803,663		$	3,803,663
	Performance Vesting RSUs(3)(4)		$	16,655,785			$19,212,870		$	32,325,742		$	16,655,785
	Continuation of Benefits(5)		$	24,336			—		$	36,503			—
	Other Benefits(6)		$	51,923			—		$	51,923			—
	Total		$	25,200,361		$	23,016,533		$	45,266,639		$	22,758,256
Ernest M. Freedman
	Severance(1)		$	2,193,750			—		$	3,290,625			—
	Bonus(2)		$	1,395,228			—		$	1,395,228		$	1,395,228
	Time Vesting RSUs(3)		$	712,427		$	1,391,530		$	1,391,530		$	1,391,530
	Performance Vesting RSUs(3)(4)		$	10,360,326			$10,120,931		$	15,904,275		$	10,360,326
	Continuation of Benefits(5)		$	24,405			—		$	36,608			—
	Other Benefits(6)		$	37,500			—		$	37,500			—
	Total		$	14,723,636		$	11,512,461		$	22,055,766		$	13,147,084
Charles D. Young
	Severance(1)		$	2,193,750			—		$	3,290,625			—
	Bonus(2)		$	1,362,518			—		$	1,362,518		$	1,362,518
	Time Vesting RSUs(3)		$	712,427			$1,391,530		$	1,391,530			$1,391,530
	Performance Vesting RSUs(3)(4)		$	10,205,535			$10,036,689		$	15,735,610		$	10,205,535
	Continuation of Benefits(5)		$	24,405			—		$	36,608			—
	Other Benefits(6)		$	37,500			—		$	37,500			—
	Total		$	14,536,135		$	11,428,219		$	21,854,391		$	12,959,583
Mark A. Solls
	Severance(1)		$	950,000			—		$	1,425,000			—
	Bonus(2)		$	808,688			—		$	808,688		$	808,688
	Time Vesting RSUs(3)		$	323,682			$637,616		$	637,616			$637,616
	Performance Vesting RSUs(3)(4)		$	4,978,695			$4,737,033		$	7,576,042		$	4,978,695
	Continuation of Benefits(5)		$	16,792			—		$	16,792			—
	Other Benefits(6)		$	27,404			—		$	27,404			—
	Total		$	7,105,261		$	5,374,649		$	10,491,542		$	6,424,999

(1) Severance represents a cash payment equal to the sum of the NEO’s (x) annual base salary and (y) annual cash incentive based on target performance times the multiplier applicable to such NEO, payable in equal monthly installments over the applicable severance period.

(2) Under the Severance Plan, our NEOs are entitled to their annual cash incentive otherwise payable under the annual cash incentive program for the year in which the NEO’s termination occurred, pro-rated for days of service up to and including the termination date and

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based on actual performance for the year, payable concurrently with annual cash incentive payments to other associates under the applicable plan.

(3) All share values are based on the closing price of our common stock on the NYSE on December 31, 2021.

(4) 2019 LTIP calculated at actual achievement: 200% TSR Relative to RMS Index CAGR; and 200% Same Store NOI Growth CAGR. 2020 LTIP calculated at achievement as of December 31, 2021: 200% TSR Relative to RMS Index CAGR; and 200% Same Store NOI Growth CAGR. 2021 LTIP calculated at achievement as of December 31, 2021: 145% TSR Relative to RMS Index CAGR; and 200% Same Store NOI Growth CAGR. Outperformance Program calculated at achievement as of December 31, 2021: 100% Relative TSR Component; and 100% Absolute TSR Component.

(5) Under the Severance Plan, NEOs are entitled to continuation of benefits. A cash payment in an amount equal to the total amount of the monthly COBRA insurance premiums for participation in the welfare benefit programs of the Company in which the NEO participated as of his or her termination date; amounts reflect 2021 rates multiplied by the applicable welfare period for each NEO.

(6) Other Benefits includes payout of unused paid time off.

Severance Plan

As discussed above, in June 2017, we adopted the Severance Plan for associates of the Company at the level of Senior Vice President and above and selected by the Compensation and Management Development Committee. Each of our NEOs participates in the Severance Plan. The Severance Plan provides for payment of severance and other benefits to eligible executives in the event of a termination of employment with us without cause or following a constructive termination (each as defined in the Severance Plan and each, a “qualifying termination”), or for a limited number of individuals, including our NEOs, the event of a termination with us as a result of death or disability (as such terms are defined in the Severance Plan), in each case, subject to the (i) executive’s execution and non-revocation of a general release of claims in favor of the Company and (ii) continued compliance with the restrictive covenants related to post-employment non-solicitation and non-competition for 12 months following any termination of employment and indefinite covenants covering trade secrets, confidentiality and non-disparagement.

In the event of a qualifying termination, in addition to specified accrued benefits, which the executive has earned but has not yet received and to which the executive is entitled, the Severance Plan provides for the following additional payments and benefits:

• a lump-sum pro-rata annual cash incentive otherwise payable under the annual cash incentive program for the year of termination based on actual performance;

• a cash payment equal to the sum of the executive’s (x) annual base salary and (y) annual cash incentive based on target performance (the “cash severance amount”) times the multiplier applicable to such executive (which is 2.0 for Mr. Tanner, 1.5 for Messrs. Freedman and Young and 1.0 for Mr. Solls), payable in equal monthly installments over the applicable severance period (which is 24 months for Mr. Tanner, 18 months for Messrs. Freedman and Young and 12 months for Mr. Solls); and

• a cash payment in an amount equal to the total amount of monthly COBRA insurance premiums for continued participation in our welfare benefit programs, for a period of 12 months.

Notwithstanding the foregoing, in the event such qualifying termination occurs during the two-year period following a change in control (as defined in the Severance Plan), in addition to specified accrued benefits, which the executive has earned but has not yet received and to which the executive is entitled, the Severance Plan provides for the following payments and benefits:

• a lump-sum pro-rata annual cash incentive otherwise payable under the annual cash incentive program for the year of termination based on actual performance;

• a lump-sum cash payment equal to the sum of the executive’s (x) annual base salary and (y) annual cash incentive based on target performance times the multiplier applicable to such executive (which is 3.0 for Mr. Tanner, 2.25 for Messrs. Freedman and Young and 1.5 for Mr. Solls); and

• a cash payment in an amount equal to the total amount of monthly COBRA insurance premiums for continued participation in our welfare benefit programs, for a period of 18 months for Messrs. Tanner, Freedman and Young and 12 months for Mr. Solls.

In the event of a termination of employment with us as a result of the NEO’s death or disability (as defined in the Omnibus Incentive Plan), in addition to certain accrued obligations, which the NEO has earned and to which he is entitled, the Severance Plan provides for a lump-sum pro-rata annual cash incentive for the year of termination, calculated based on the greater of (i) target annual cash incentive for the year of termination and (ii) the actual annual cash incentive paid in respect of the year prior to the year of termination.

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In addition, Mr. Freedman is entitled to reimbursement of reasonable relocation expenses if his employment is terminated by us without cause following specified circumstances involving a sale or liquidation of the Company. Mr. Freedman is also entitled to the payment of any taxes he incurs with these relocation reimbursements.

LTIP RSUs

Time Vesting LTIP RSUs

Upon a termination of the NEO’s employment by the Company without “cause” (as defined in the award agreement applicable to the 2019, 2020 and 2021 LTIP RSUs (collectively, the “LTIP RSUs”)) or, if the NEO resigns from employment following a “constructive termination” (as defined in the award agreement applicable to the LTIP RSUs) (together with a termination without cause, a “qualifying involuntary termination”), the next installment of time vesting LTIP RSUs that would have vested on the next scheduled vesting date will vest as of the date of termination. Time vesting LTIP RSUs that are eligible to vest upon a qualifying involuntary termination are subject to the NEO’s execution and non-revocation of a release of claims in favor of the Company.

Upon a NEO’s death or a termination of the NEO’s employment by the Company following the NEO’s “disability” (as defined in the Omnibus Incentive Plan), any unvested time vesting LTIP RSUs will vest as of the date of termination. Time vesting LTIP RSUs will also continue to vest according to the original vesting schedule following the NEO’s “retirement” (as defined below) and will be subject to forfeiture if the NEO violates specified restrictive covenants agreed to with the Company and described below.

Upon a change in control, if the time vesting LTIP RSUs are assumed by the successor or acquiror and a qualifying involuntary termination occurs during the two-year period following a change in control, any then-unvested time vesting LTIP RSUs will vest. Upon a change in control, if the time vesting LTIP RSUs are not assumed by the successor or acquiror, any then-unvested time vesting LTIP RSUs will immediately vest.

For Messrs. Tanner, Freedman and Young, “retirement” is defined as a voluntary resignation of employment at such time that the NEO is at least 55 years old, the NEO has at least 10 years of continuous service and the sum of the NEO’s age and years of service equals at least 65, provided that the NEO has given at least six months’ prior notice of the NEO’s retirement. For Mr. Solls “retirement” is defined as a voluntary resignation of employment at such time that the NEO is at least 60 years old and the sum of the NEO’s age and years of service equals at least 65, provided that the NEO has given at least six months’ prior notice of the NEO’s retirement.

Performance Vesting LTIP RSUs

Performance vesting LTIP RSUs are earned on the Certification Date. These performance vesting LTIP RSUs will vest on the Certification Date, subject to the NEO’s continued employment through such Certification Date, except in the event of a qualifying involuntary termination as described below. Any unearned performance vesting LTIP RSUs will be forfeited without consideration.

Notwithstanding the foregoing, upon a qualifying involuntary termination prior to the last day of any performance period, a prorated portion of the performance vesting LTIP RSUs will remain outstanding and eligible to vest based on actual performance through the last day of the applicable performance period, based on the number of days during the applicable performance period that the NEO was employed. Any performance vesting LTIP RSUs that are earned based on actual performance will vest on, and settle as soon as practicable following, the applicable Certification Date. Upon a qualifying involuntary termination following the last day of any performance period but prior to the Certification Date, any unearned and unvested performance vesting LTIP RSUs will vest on the applicable Certification Date based on actual performance as of the end of the performance period. Upon a qualifying involuntary termination following the Certification Date where such performance vesting LTIP RSUs are subject to continued service vesting conditions, such earned but unvested performance vesting LTIP RSUs will vest on the NEO’s termination date. Performance vesting LTIP RSUs that are eligible to vest upon a qualifying involuntary termination are subject to the NEO’s execution and non-revocation of a release of claims in favor of the Company.

Upon a NEO’s death or a termination of the NEO’s employment by the Company following the NEO’s “disability,” with respect to performance vesting LTIP RSUs for which the applicable performance period has not been completed, a prorated portion of the Performance Vesting RSUs will remain outstanding and eligible to vest based on actual performance on the last day of the performance period, with such proration based on the number of days the NEO was employed during the performance period. Following the NEO’s “retirement,” a prorated number of performance vesting LTIP RSUs shall remain outstanding and eligible to become earned, based on the extent to which the performance conditions are satisfied following the completion of the performance period, with such proration based on the number of days the NEO was employed during the performance period.

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Upon a change in control, the number of performance vesting LTIP RSUs that become earned will be calculated based on actual performance through the date of the change in control without proration. Any performance vesting LTIP RSUs will vest as to 50% of such earned performance vesting LTIP RSUs on the date of the change in control and, as to the remaining 50% on the first anniversary of the change in control (or, in each case, upon a qualifying involuntary termination that occurs within the two-year period following the change in control). If the awards are not assumed by the successor or acquiror, or are unable to be measured in a consistent manner, any earned performance vesting LTIP RSUs (including the performance vesting LTIP RSUs that become earned in connection with the change in control) will immediately vest as of the change in control.

2019 Outperformance Program Awards

Following calculation of the award value, a number of OP Units with a value equal to the award value (obtained using the closing price per share on the date that is not later than 30 days following the last day of the applicable performance period (the “Determination Date”)) shall become earned OP Units, based on actual performance during the performance period. Any unearned OP Units shall be forfeited effective as of the last day of the performance period. 50% of the earned OP Units shall become vested on the Determination Date. An additional 25% of the earned OP Units shall become vested on the first anniversary of the last day of the performance period and the remaining 25% of the earned OP Units shall become vested on the second anniversary of the last day of the performance period, subject to continued employment on the applicable vesting date, except in the event of a qualifying involuntary termination as described below.

Notwithstanding the foregoing, upon a qualifying involuntary termination prior to the last day of any performance period, a prorated portion of the maximum award value will remain outstanding and eligible to vest based on actual performance through the last day of the applicable performance period, based on the number of days the NEO was employed during the performance period. Any OP Units that become earned OP Units following the Determination Date based on the prorated award value shall become fully vested on the Determination Date.

Upon a NEO’s death or a termination of the NEO’s employment by the Company following the NEO’s “disability,” with respect to OP Units for which the applicable performance period has not been completed, a prorated portion of the maximum award value will remain outstanding and eligible to be earned based on actual performance on the last day of the performance period, with such proration based on the number of days the NEO was employed during the performance period.

In the event of a NEO’s retirement prior to the end of the performance period, following written notice at least six months prior to the date of the NEO’s resignation, a prorated portion of the maximum award value will remain outstanding and eligible to be earned based on actual performance on the last day of the performance period. The proration would be based on the number of days the NEO was employed during the performance period. Any OP Units that become earned OP Units following the Determination Date shall remain outstanding and eligible to vest. In the event of a NEO’s retirement following the end of the performance period, with respect to any OP Units that have become earned OP Units prior to the termination date, such earned OP Units shall remain outstanding and eligible to vest.

Upon a change in control, the award value will be calculated based on actual performance through the date of the change in control without proration. Earned OP Units shall become vested as to 50% as of the date of the change in control, and 50 on the first anniversary of the date of the change in control. In the event of a qualifying termination during the 12-month period immediately following a change in control, any unvested earned OP Units shall become vested as of the termination date. If the awards are not assumed by the successor or acquiror, or are unable to be measured in a consistent manner, any earned OP Units (including the earned OP units that become earned in connection with the change in control) will immediately vest as of the change in control.

Covenants

Each NEO is subject to restrictive covenants set forth in the Severance Plan, including an indefinite confidentiality covenant and covenants regarding non-competition and non-solicitation of employees and current or prospective clients or customers, in each case, at all times during employment and for up to 12 months after termination of employment.

Under the LTIP award agreements and our Outperformance Program, if there is a restrictive covenant violation or the executive grantee engages in a detrimental activity (as defined in the applicable award agreement) in the four-year period following the grant date, the executive will be required to pay the Company an amount equal to the after-tax proceeds received upon the sale or disposition of the equity award and any shares issued in respect thereof.

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CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K of the Exchange Act, we are providing the following information regarding the ratio of the annual total compensation for our principal executive officer to the median of the annual total compensation of all our associates (other than our principal executive officer) (the “CEO Pay Ratio”). Our CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with Item 402(u).

We selected the median associate based on the 1,239 associates employed by the Company as of December 31, 2021 (excluding Mr. Tanner, our President and CEO). In identifying our median associate, we calculated the annual total target cash compensation of each associate as of December 31, 2021. Annual total target cash compensation included base salary and target bonus and was calculated using internal human resources records. We believe this consistently applied compensation measure reasonably reflects annual compensation across our associate base. We did not apply cost-of-living adjustments as part of the calculation.

The 2021 annual total compensation as determined under Item 402(c)(2)(x) of Regulation S-K for our CEO, which is the amount set forth in the “Total” column of our Summary Compensation Table, was $9,710,445. The 2021 annual total compensation as determined under Item 402(c)(2)(x) of Regulation S-K for our median associate was $63,730. Our CEO Pay Ratio was, therefore, 152 to 1.

66 2022 Proxy Statement

PROPOSAL NO. 3—NON-BINDING VOTE TO APPROVE EXECUTIVE COMPENSATION

In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act) and the related rules of the SEC, we are including in these proxy materials a separate resolution subject to stockholder vote to approve, in a non-binding advisory vote, the compensation paid to our named executive officers as disclosed in this Proxy Statement. While the results of the vote are non-binding and advisory in nature, the Compensation and Management Development Committee and the Board intend to carefully consider the results of this vote.

The text of the resolution in respect of Proposal No. 3 is as follows:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this Proxy Statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion, is hereby APPROVED.”

In considering their vote, stockholders may wish to review with care the information on our compensation policies and decisions regarding the named executive officers presented in “Compensation Discussion and Analysis,” as well as the discussion regarding the Compensation and Management Development Committee in “The Board of Directors and Certain Governance Matters—Committees of the Board of Directors; Meetings of the Board of Directors and its Committees—Compensation and Management Development Committee.”

67

✓	Board Recommendation
	The Board of Directors unanimously recommends that you vote “FOR” the approval of the compensation paid to our Named Executive Officers.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2021 regarding shares of our common stock that may be issued under the Omnibus Incentive Plan and the Colony Starwood Homes Equity Plan and the Starwood Waypoint Residential Trust Non-Executive Trustee Share Plan (the “SWH Equity Plans”):

	As of December 31, 2021
	Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1)		Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(2)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(3)
Equity compensation plans approved by stockholders:
Omnibus Incentive Plan		3,139,071		—		9,017,794
SWH Equity Plans(4)		—		—		—
Equity compensation plans not approved by stockholders		—		—		—
Total		3,139,071		—		9,017,794

(1) Includes shares of our common stock that may be issued upon the vesting of time vesting and performance vesting RSUs. The number of shares to be issued in respect of performance vesting RSUs has been calculated assuming maximum levels of performance will be achieved.

(2) Because there is no exercise price associated with RSUs, no amounts are included above.

(3) Excludes securities reflected in the Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights column above.

(4) On November 16, 2017, in connection with the merger with SWH, we assumed the SWH Equity Plans. As the SWH Equity Plans were previously approved by SWH’s stockholders before we assumed these plans, and as we will not make future grants or awards under these plans, they are listed as “approved by stockholders.” As such, 4,866,890 securities remaining available under the SWH Equity Plans have been excluded from the table above.

69

OWNERSHIP OF SECURITIES

The following table sets forth information regarding the beneficial ownership of shares of our common stock as of the Record Date held by (1) each person known to us to beneficially own more than 5% of our outstanding common stock, (2) each of our directors, director nominees and NEOs and (3) all of our directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC. Unless otherwise noted, the address of each beneficial owner is 1717 Main Street, Suite 2000, Dallas, Texas 75201.

The percentages included in the following table are based on 608,195,035 shares of our common stock outstanding as of the Record Date.

Beneficial Owner	Number of Shares of Common Stock Beneficially Owned		Percentage of Common Stock Beneficially Owned
Owners of More Than 5%
The Vanguard Group(1)		83,864,736		13.79	%
Cohen & Steers, Inc.(2)		63,248,162		10.40	%
Blackrock, Inc.(3)		50,992,689		8.38	%
Norges Bank (The Central Bank of Norway)(4)		29,983,864		4.93	%
Directors, Director Nominees and NEOs
Jana Cohen Barbe(5)		19,669			*
Richard D. Bronson(5)		49,879			*
Michael D. Fascitelli(5)		59,799			*
Jeffrey E. Kelter(5)		66,103			*
Joseph D. Margolis(5)		10,732			*
John B. Rhea(5)		41,419			*
J. Heidi Roizen(5)		10,732			*
Janice L. Sears(5)(6)		37,569			*
Dallas B. Tanner(7)		296,358			*
Ernest M. Freedman(7)		395,987			*
Charles D. Young(7)		139,583			*
Mark A. Solls(7)		138,268			*
All Directors and Executive Officers as a Group (12 persons)		1,266,098			*

* Less than 1%.

(1) As reported in a Schedule 13G filed with the SEC on February 10, 2022, on behalf of The Vanguard Group, The Vanguard Group has sole voting power with respect to 0 shares of our common stock, shared voting power with respect to 1,083,801 shares of our common stock, sole dispositive power with respect to 82,064,383 shares of our common stock and shared dispositive power with respect to 1,800,353 shares of our common stock. The address of The Vanguard Group is: 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(2) As reported in a Schedule 13G/A filed jointly with the SEC on March 10, 2022, by Cohen & Steers, Inc., Cohen & Steers Capital Management, Inc., Cohen & Steers UK Ltd, Cohen & Steers Asia Ltd, and Cohen & Steers Ireland Ltd. Cohen & Steers, Inc. holds a 100% interest in Cohen & Steers Capital Management, Inc., Cohen & Steers UK Ltd., Cohen & Steers Asia Ltd. and Cohen & Steers Ireland Ltd. Cohen & Steers, Inc. has sole voting power with respect to 44,981,243 shares of our common stock, shared voting power with respect to 0 shares of our common stock, sole dispositive power with respect to 63,248,162 shares of our common stock and shared dispositive power with respect to 0 shares of our common stock. Address of Principal Business Office for Cohen & Steers, Inc. and Cohen & Steers Capital Management, Inc. is: 280 Park Avenue 10th Floor, New York, NY 10017. The principal address for Cohen & Steers UK Ltd. is: 50 Pall Mall 7th Floor London, United Kingdom SW1Y 5JH. The principal address for Cohen & Steers Asia Ltd. is: 1201-02 Champion Tower, Three Garden Road, Central, Hong Kong. The principal address for Cohen & Steers Ireland Ltd. is: 77 Sir John Rogerson’s Quay, Block C, Grand Canal Docklands, Dublin 2, D02 VK60.

(3) As reported in a Schedule 13G/A filed with the SEC on February 3, 2022, on behalf of BlackRock Inc. and its wholly-owned subsidiaries identified therein, BlackRock Inc. has sole voting power with respect to 43,723,817 shares of our common stock, shared voting power with respect to 0 shares of our common stock, sole dispositive power with respect to 50,992,689 shares of our common stock and shared dispositive power with respect to 0 shares of our common stock. The address of BlackRock Inc. is: 55 East 52nd Street, New York, NY 10055.

70 2022 Proxy Statement

  Ownership of Securities (continued)

(4) As reported in a Schedule 13G/A filed with the SEC on February 9, 2022, on behalf of Norges Bank (The Central Bank of Norway), Norges Bank has sole voting power with respect to 29,983,864 shares of our common stock, shared voting power with respect to 0 shares of our common stock, sole dispositive power with respect to 29,983,864 shares of our common stock and shared dispositive power with respect to 553,587 shares of our common stock. The address of Norges Bank is: Bankplassen 2, PO Box 1179 Sentrum, NO 0107 Oslo, Norway.

(5) Includes 4,863 director RSUs scheduled to vest within 60 days of March 22, 2022.

(6) For Ms. Sears, includes 5,000 shares of our common stock held by a trust for the benefit of Ms. Sears’ family, for which she serves as trustee.

(7) The number excludes OP Units (convertible into shares of our common stock) that may become earned and payable upon the expiration of the Outperformance Program performance period and the Determination Date. See “Compensation Discussion and Analysis—Determination of Compensation—2019 Outperformance Equity-Based Awards.”

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TRANSACTIONS WITH RELATED PERSONS

Registration Rights Agreement

In October 2016, SWH, Starwood Capital Group and certain other parties entered into an amended and restated registration rights agreement (the “SWH Registration Rights Agreement”) and, pursuant to the terms of the merger agreement, we entered into an assignment and assumption agreement whereby we assumed, all rights, interests and obligations, under the SWH Registration Rights Agreement. Pursuant to the SWH Registration Rights Agreement, Starwood Capital will have certain rights to demand a registration of some or all of its shares of our common stock and customary “piggyback” registration rights.

Indemnification Agreements

Our directors and executive officers are parties to indemnification agreements. These agreements require us to indemnify these individuals to the fullest extent permitted by Maryland law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors or executive officers, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable.

Related Person Transaction Policy

Our Board recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). Our Board has adopted a written policy regarding transactions with related persons. Our related person policy requires that a “related person” (as defined in Item 404(a) of Regulation S-K) must promptly disclose to the Office of our Chief Legal Officer any “related person transaction” (defined as any transaction that is anticipated would be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto. The Office of the Chief Legal Officer will then promptly communicate that information to the Board, its Audit Committee or such other committee of the Board designated by the Board to approve or ratify the related person transaction. Each related person transaction shall either be approved or ratified by our Board or a duly authorized committee thereof, taking into consideration such relevant facts and circumstances as it shall deem appropriate, which may include: the nature of the related person’s interest in the transaction; the material terms of the transaction; the importance of the transaction both to the Company and to the related person; whether the transaction would likely impair the judgment of a director or executive officer to act in the best interest of the Company; and whether the value and the terms of the transaction are substantially similar as compared to those of similar transactions previously entered into by the Company with non-related persons, if any. The Board or duly authorized committee shall also consider whether any such transaction involving a non-employee director or nominee for director would compromise such director’s status as an independent director under the rules of the NYSE or the Company’s Corporate Governance Guidelines, as a “non-employee director” under Rule 16b-3 under the Exchange Act if such director serves on our Compensation and Management Development Committee or as an independent director under Rule 10A-3 of the Exchange Act if such director serves on our Audit Committee. It is our policy that directors interested in a related person transaction will recuse themselves from any vote on a related person transaction in which they have an interest.

72 2022 Proxy Statement

STOCKHOLDER PROPOSALS FOR THE 2023 ANNUAL MEETING

If any stockholder wishes to propose a matter for consideration at our 2023 Annual Meeting, the proposal should be mailed by certified mail return receipt requested, to our Corporate Secretary, Invitation Homes Inc., 1717 Main Street, Suite 2000, Dallas, Texas 75201. To be eligible under the SEC’s stockholder proposal rule (Rule 14a-8(e) of the Exchange Act) for inclusion in our 2023 Annual Meeting Proxy Statement and form of proxy, a proposal must be received by our Secretary on or before December 6, 2022. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received.

In addition, our Bylaws permit stockholders to nominate candidates for director and present other business for consideration at our Annual Meeting of Stockholders. To make a director nomination or present other business for consideration at the 2023 Annual Meeting, a stockholder must submit a timely notice in accordance with the procedures described in our Bylaws. To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of our Company not earlier than the 150th day and not later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting. Therefore, to be presented at our 2023 Annual Meeting, such a proposal must be received on or after November 7, 2022, but not later than December 6, 2022. In the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, in order for notice by the stockholder to be timely, such notice must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the 10th day following the day on which public announcement of the date of such meeting is first made. Any such proposal will be considered timely only if it is otherwise in compliance with the requirements set forth in our Bylaws. The proxy solicited by the Board for the 2023 Annual Meeting will confer discretionary authority to vote as the proxy holders deem advisable on such stockholder proposals that are considered untimely.

In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 18, 2023.

COMPANY DOCUMENTS

We make available, free of charge on our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after they are filed with or furnished to the SEC. These filings are available on our investor website at: www.invh.com under “Filings.” Copies of our Proxy Statement, form of proxy and our Annual Report, including financial statements and schedules thereto, filed with the SEC, are also available without charge to stockholders upon written request addressed to the Office of the Corporate Secretary, Invitation Homes Inc., 1717 Main Street, Suite 2000, Dallas, Texas 75201; telephone: (972) 421-3600.

HOUSEHOLDING OF PROXY MATERIALS

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies and helps the environment by conserving natural resources. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker.

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OTHER BUSINESS

The Board does not know of any other matters to be brought before the meeting. If other matters are presented, the proxy holders have discretionary authority to vote all proxies in accordance with their best judgment.

By Order of the Board of Directors,

Mark A. Solls

Executive Vice President, Chief Legal Officer and Secretary

74 2022 Proxy Statement

ANNEX A: NON-GAAP RECONCILIATIONS

Reconciliation of Total Revenues to Same Store Core Revenues, Full Year
(in thousands) (unaudited)	FY 2021			FY 2020
Total revenues (total portfolio)	$	1,996,615		$	1,822,828
Joint venture management fees		(4,893	)		—
Total portfolio resident recoveries		(105,755	)		(87,758	)
Total Core revenues (total portfolio)		1,885,967			1,735,070
Non-Same Store Core revenues		(183,901	)		(135,804	)
Same Store Core revenues	$	1,702,066		$	1,599,266

A-1

			SCAN TO
			VIEW MATERIALS & VOTE
INVITATION HOMES INC. 1717 MAIN STREET SUITE 2000 DALLAS, TEXAS 75201	VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on May 16, 2022. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/INVH2022 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on May 16, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Mailed proxy cards must be received to later than May 16, 2022.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
		D75210-P67256                 KEEP THIS PORTION FOR YOUR RECORDS
	THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.                 DETACH AND RETURN THIS PORTION ONLY

INVITATION HOMES INC.

For All

Withhold All

For All Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommends that you vote “FOR” the election of each of the director nominees in Proposal 1.

☐

☐

☐

1.

To elect director nominees:

01)

Michael D. Fascitelli

06)

Joseph D. Margolis

02)

Dallas B. Tanner

07)

John B. Rhea

03)

Jana Cohen Barbe

08)

J. Heidi Roizen

04)

Richard D. Bronson

09)

Janice L. Sears

05)

Jeffrey E. Kelter

The Board of Directors recommends that you vote “FOR” Proposals 2 and 3.

For

Against

Abstain

2.

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2022.

☐

☐

☐

3.

To approve, in a non-binding advisory vote, the compensation paid to our named executive officers.

☐

☐

☐

NOTE: To consider such other business as may properly come before the 2022 Annual Meeting of Stockholders and any adjournments or postponements thereof.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

D75211-P67256        

INVITATION HOMES INC.

Annual Meeting of Stockholders

May 17, 2022 12:00 p.m., Eastern Time

This proxy is solicited by the Board of Directors

The undersigned hereby appoints Michael D. Fascitelli, Dallas B. Tanner, Ernest M. Freedman and Mark A. Solls, or any of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as presented on the reverse side, all of the shares of common stock of Invitation Homes Inc. which the undersigned is entitled to vote and, in their discretion, to vote upon such other matters as may properly come before the 2022 Annual Meeting of Stockholders of Invitation Homes Inc. to be held on May 17, 2022 (the “Annual Meeting”) or any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the meeting.

This proxy card, when properly executed, will be voted in the manner directed herein by the undersigned. If no such direction is made, but the card is signed, this proxy card will be voted in accordance with the Board of Directors’ recommendations, as indicated on the reverse side, and in the discretion of the proxies with respect to such other matters as may properly come before the Annual Meeting.

Continued and to be signed on reverse side