Invitation Homes Inc
For the period ended May 15, 2025. Filed Apr 3, 2025.
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May 15, 2025 · Filed Apr 3, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material 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 |
Proxy
Statement
Notice of Annual Meeting of Stockholders I May 15, 2025
As of or for the year ended December 31, 2024.
“Same Store” is defined in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
We are strategically positioned around three pillars that enhance growth and the resident experience.
Differentiated Portfolio and Platform
EYES IN MARKETS
~1,000 operations personnel across 40 local home pods
20 in-house investment professionals serving our core markets
Proactive “ProCare” service visits by in-house techs
Local, in-house control of the resident experience
Data-informed decision making in the acquisitions process
LOCATION
~96% of wholly owned portfolio in Western U.S., Sunbelt, and Florida
Primarily infill locations, offering more insulation from new supply
Outsized long-term growth drivers (e.g., population growth, job growth, household formation)
Desirable neighborhoods, good schools, and easy access to jobs, amenities, and population centers
Track Record
of Sector-Leading Growth
& High-Quality Resident Experience
SCALE
Average of over 5,300 wholly owned homes across our 16 core markets
~99% of revenue from markets with 2,000+ wholly owned homes
Over 25,000 JV and third-party managed homes, nearly all of which are in our core and identified target markets
Three markets (Atlanta, Phoenix, and Tampa) with over 10,000 homes owned and/or managed
Resident
Satisfaction
36.9
Months
Store Resident
Tenure
97.3%
Store Occupancy
Rate
79.5%
Store Renewal
Rate
4.1
Cumulative
All-Time
Google & Yelp
Rating
Thank you for taking the time to vote and for your investment in Invitation Homes.
Sincerely,
Dallas B. Tanner
Co-founder and Chief Executive Officer
Dear Fellow Stockholders:
The role we serve in today’s housing market has never been more important. With home ownership becoming increasingly out of reach for many in America, we’re proud to offer high-quality homes and a professional experience to the growing share of people who count on the flexibility and savings of leasing versus owning a home. While these advantages are what frequently drive initial demand for our homes, what encourages people to stay with us is our commitment to an outstanding resident experience.
I'd like to summarize a few of our team’s accomplishments during 2024:
We were once again a leader within the Residential REIT sector during 2024, with 7.7% growth in total revenues, 6.4% growth in Core FFO per share, and 6.7% growth in AFFO per share on a year over year basis.
Through our homebuilder partnerships, we helped construct over 1,800 new homes, with a pipeline of over 2,000 additional homes as of December 31, 2024. We also sold over 1,500 homes on the open market, frequently to individual homeowners.
Our balance sheet has never been stronger. As of December 31, 2024, over 83% of our total debt was unsecured, over 91% was fixed rate or swapped to fixed rate, and nearly 90% of our wholly owned homes were unencumbered. We have no debt reaching final maturity before 2027.
We continue to differentiate our approach with residents through our signature Genuine Care. We believe this helped drive our customer satisfaction scores, our average length of stay of approximately 37 months, our sector-leading Same Store average occupancy of over 97%, and our renewal rate of nearly 80%.
We launched our third-party property management business, bringing nearly 18,000 homes onto our unmatched leasing and service platform.
Our associates donated 18,220 hours of paid volunteer service to support their local communities. At the same time, we launched a new matching gift program that matched thousands of dollars of donations from our associates to the charity of their choice. We also signed up three more SkillUp schools, further empowering the next generation of skilled trade workers.
We’re off to a solid start in 2025 to once again deliver on our objectives. With that momentum, it is my pleasure to invite you to the 2025 Annual Meeting of Stockholders of Invitation Homes Inc. The meeting will be held virtually on May 15, 2025, at 11:30 a.m. Eastern Time.
At the Annual Meeting, stockholders will be asked to elect ten directors for a one-year term, ratify the selection of Invitation Homes' independent auditor, approve the compensation for our named executive officers, and determine the frequency of stockholder votes on executive compensation. These matters are fully described in the accompanying Notice of the 2025 Annual Meeting of Stockholders and Proxy Statement.
Your vote is important. Regardless of whether you plan to attend the Annual Meeting, I urge you to vote your shares as soon as possible. You may vote using the proxy form by completing, signing, and dating it, then returning it by mail. Also, most of our stockholders can submit their vote through the Internet or by telephone. If Internet or telephone voting is available to you, instructions will be included on your proxy form. Additional information about voting your shares is included in the Notice of the 2025 Annual Meeting of Stockholders and Proxy Statement.
IMPORTANT NOTICE REGARDING INTERNET AVAILABILITYOF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 15, 2025 The Notice of 2025 Annual Meeting of Stockholders, 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.
Notice of 2025 Annual Meeting of Stockholders
| Date and TimeThursday, May 15, 202511:30 a.m. Eastern TimeVirtual Locationwww.virtualshareholdermeeting.com/INVH2025Record DateMarch 20, 2025 · Items of Business | |||
|---|---|---|---|
| Proposal · VotingRecommendation · AdditionalInformation | |||
| 1 | To elect the director nominees listed in the Proxy Statement. | FOReach nominee | page 7 |
| 2 | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025. | FOR | page 43 |
| 3 | To approve, in a non-binding advisory vote, the compensation paid to our named executive officers. | FOR | page 47 |
| 4 | To determine, in a non-binding advisory vote, the frequency of stockholder votes to approve executive compensation. | ONE YEAR | page 85 |
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/INVH2025. You will need your 16-Digit Control Number included on your Notice of 2025 Annual Meeting of Stockholders 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 20, 2025, 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 3, 2025 This Notice of 2025 Annual Meeting of Stockholders and Proxy Statement are first being distributed or made available, as the case may be, on or about April 3, 2025.
Table of Contents
| General Information | 1 |
|---|---|
| Proposal No. 1—Election of Directors | 7 |
| Nominees for Election to the Board of Directors in 2025 | 10 |
| Director Nomination Process | 16 |
| Director Succession Planning and Board and Committee Refreshment | 17 |
| Compensation of Directors | 19 |
| 2024 Annual Director Compensation Program | 19 |
| The Board of Directors and Certain Governance Matters | 21 |
| Corporate Governance | 21 |
| Director Independence and Independence Determinations | 22 |
| Board Structure | 23 |
| Committees of the Board of Directors; Meetings of the Board of Directors and its Committees | 24 |
| Report of the Audit Committee | 25 |
| Compensation and Management Development Committee Report | 26 |
| 2025 Committee Composition | 28 |
| Board and Committee Evaluations | 28 |
| Limitation on Other Board and Audit Committee Service | 29 |
| Executive Sessions | 29 |
| Management Development and Succession Planning | 29 |
| Corporate Governance Guidelines | 30 |
| Code of Business Conduct and Ethics | 30 |
| Insider Trading Policy | 30 |
| Communications with the Board | 30 |
| Stockholder Engagement Process | 31 |
| Oversight of Risk Management | 31 |
| Sustainability and Corporate Responsibility | 35 |
| Proposal No. 2—Ratification of Independent Registered Public Accounting Firm | 43 |
| Audit and Non-Audit Fees | 43 |
| Pre-Approval Policy for Services of Independent Registered Public Accounting Firm | 44 |
| Executive Officers of the Company | 45 |
| Proposal No. 3—Non-Binding Advisory Vote to Approve Executive Compensation | 47 |
| Executive Compensation—Compensation Discussion and Analysis | 48 |
| Introduction | 48 |
| Executive Summary | 48 |
| 2024 Performance Highlights | 49 |
| Strong Compensation Governance | 50 |
| 2024 Advisory Vote on Executive Compensation | 51 |
| Executive Compensation Objectives and Philosophy | 51 |
| Determination of Compensation | 52 |
| Other Matters | 68 |
| Summary Compensation Table | 71 |
| 2024 Grants of Plan-Based Awards Table | 72 |
| Outstanding Equity Awards at 2024 Fiscal Year End | 73 |
| 2024 Stock Vested Table | 74 |
| Potential Benefits upon a Termination or Change in Control | 75 |
| CEO Pay Ratio | 79 |
| Pay Versus Performance | 80 |
| Relationship Between Compensation Actually Paid and Performance Measures | 82 |
| Proposal No. 4—Non-Binding Advisory Vote to Determine the Frequency of Stockholder Votes to Approve Executive Compensation | 85 |
| Equity Compensation Plan Information | 86 |
| Ownership of Securities | 87 |
| Transactions with Related Persons | 89 |
| Indemnification Agreements | 89 |
| Policy Regarding Transactions with Related Persons | 89 |
| Stockholder Proposals for the 2026 Annual Meeting | 90 |
| Company Documents | 91 |
| Householding of Proxy Materials | 91 |
| Other Business | 91 |
| ANNEX A: Non-GAAP Reconciliations | A-1 |
Web links throughout this document are provided for convenience only, and the content on the referenced
websites does not constitute a part of this Proxy Statement.
| 2025 Proxy Statement | i |
Proxy Statement
April 3, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.