Invitation Homes Inc
For the period ended May 15, 2025. Filed Apr 3, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 15, 2025 · Filed Apr 3, 2025
Contents
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K under the Exchange Act, we provide the following disclosure regarding executive “compensation actually paid” (“CAP”), calculated in accordance with the requirements of Item 402(v), and certain Company performance measures for the fiscal years listed below. The Company’s selected performance measure included in the table below is AFFO (as defined in “Executive Compensation—Compensation Discussion and Analysis” above). This disclosure was prepared in accordance with the requirements of Item 402(v) and does not necessarily reflect the value actually realized by our NEOs, how our NEOs’ compensation relates to Company performance, or how the Compensation and Management Development Committee evaluates compensation decisions in light of Company or individual performance. Please refer to “Executive Compensation—Compensation Discussion and Analysis” above for a complete description of how our executive compensation relates to Company performance and how the Committee makes its compensation decisions.
The information provided under this Pay Versus Performance section will not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933, or the Exchange Act, except to the extent the Company specifically incorporates it by reference.
| AverageSummary · Average · VALUE OF INITIAL FIXED $100INVESTMENT BASED ON: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | SummaryCompensationTable Total($)(1) | CompensationActually Paidto CEO ($)(2) | CompensationTable Total forNon-CEONEOs(3) | CompensationActually Paidto Non-CEONEOs(3)(4) | TotalShareholderReturn(5) | Peer GroupTotalShareholderReturn(6) | Net Income($ in thousands)(7) | Adjusted Funds fromOperations($ in thousands)(8) |
| 2024 | $10,965,261 | $4,930,209 | $3,393,856 | $2,324,790 | $122.25 | $123.47 | $455,365 | $986,237 |
| 2023 | $10,393,322 | $18,548,465 | $2,621,459 | $3,632,265 | $126.29 | $113.54 | $521,028 | $923,365 |
| 2022 | $14,166,554 | $(3,988,645) | $4,760,868 | $(1,648,807) | $105.52 | $99.82 | $384,799 | $865,897 |
| 2021 | $9,710,445 | $31,935,295 | $3,267,111 | $12,172,142 | $157.51 | $132.23 | $262,776 | $745,561 |
| 2020 | $5,518,018 | $4,797,919 | $2,573,039 | $2,200,487 | $101.25 | $92.43 | $197,449 | $602,402 |
(1)
Reflects compensation amounts reported in the “Total” column of the Summary Compensation Table for our CEO, Dallas B. Tanner, in each of 2024, 2023, 2022, 2021, and 2020.
(2)
CAP to our CEO in each of 2024, 2023, 2022, 2021, and 2020 reflects the respective amounts reported in the “Total” column of the Summary Compensation Table, adjusted as set forth in the table below, as determined in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Tanner during the applicable year.
| 2020 | 2021 | 2022 | 2023 | 2024 | |
|---|---|---|---|---|---|
| CEO | Dallas B. Tanner | Dallas B. Tanner | Dallas B. Tanner | Dallas B. Tanner | Dallas B. Tanner |
| Summary Compensation Table Total Compensation | $5,518,018 | $9,710,445 | $14,166,554 | $10,393,322 | $10,965,261 |
| Less: Stock and Option Award Values Reported in Summary Compensation Table for the Covered Year ($) | (3,625,057) | (6,500,037) | (12,023,478) | (7,500,031) | (8,025,030) |
| Plus: Fair Value for Stock and Options Awards Granted in the Covered Year ($) | 3,240,949 | 14,797,038 | 6,849,983 | 9,108,057 | 5,750,923 |
| Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | (335,991) | 13,927,849 | (12,981,704) | 6,547,117 | (3,760,945) |
| Less: Fair Value of Stock and Option Awards Forfeited During the Covered Year | — | — | — | — | — |
| Compensation Actually Paid ($) | $4,797,919 | $31,935,295 | ($ 3,988,645) | $18,548,465 | $4,930,209 |
(3)
Represents the average of the amounts reported for the Company’s non-CEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The following NEOs are included in the average calculation for 2024: Messrs. Olsen; Young; Eisen;
and Solls. The following NEOs are included in the average calculation for 2023: Messrs. Olsen; Freedman; Young; Eisen; and Solls. The following NEOs are included in the average calculation for each of 2022, 2021, and 2020: Messrs. Freedman; Young; and Solls.
(4)
Average CAP to our non-CEO NEOs, as a group, in each of 2024, 2023, 2022, 2021, and 2020 reflects the respective amounts reported in the “Total” column of the Summary Compensation Table, adjusted as set forth in the table below, as determined in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to the non-CEO NEOs as a group during the applicable year.
As noted above, in 2024, the non-CEO NEO group changed to exclude Mr. Freedman after his departure from the Company in 2023. In 2023 the non-CEO NEOs changed as follows:
a.
Mr. Olsen’s salary and annual incentive award amounts reflect his promotion to our Executive Vice President, Chief Financial Officer and Treasurer effective June 1, 2023.
b.
Mr. Eisen’s salary was based on days of service in 2023.
| 2020 | 2021 | 2022 | 2023 | 2024 | |
|---|---|---|---|---|---|
| Non-CEO NEOs | |||||
| Summary Compensation Table Total Compensation | $2,573,039 | $3,267,111 | $4,760,868 | $2,621,459 | $3,393,856 |
| Less: Stock and Option Award Values Reported in Summary Compensation Table for the Covered Year ($) | (1,400,045) | (1,475,033) | (3,570,411) | (1,441,958) | (1,925,050) |
| Plus: Fair Value for Stock and Options Awards Granted in the Covered Year ($) | 1,251,696 | 3,357,853 | 2,084,989 | 1,576,007 | 1,379,533 |
| Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | (224,203) | 7,022,211 | (4,924,253) | 1,160,149 | (523,549) |
| Less: Fair Value of Stock and Option Awards Forfeited During the Covered Year | — | — | — | (283,392) | — |
| Compensation Actually Paid ($) | $2,200,487 | $12,172,142 | $(1,648,807) | $3,632,265 | $2,324,790 |
(5)
For the applicable fiscal year, represents the cumulative TSR of the Company for the measurement periods beginning on December 31, 2019, and ending on December 31, 2024, December 29, 2023, December 30, 2022, December 31, 2021, or December 31, 2020, as appropriate.
(6)
For the applicable fiscal year, represents the cumulative TSR of the MSCI US REIT Index for the measurement periods ending on December 31, 2024, December 29, 2023, December 30, 2022, December 31, 2021, or December 31, 2020, as appropriate.
(7)
Reflects GAAP net income.
(8)
Company-selected measure is AFFO which is defined in “Executive Compensation—Compensation Discussion and Analysis” above. See Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures” in our 2024 Form 10-K for the reconciliation of AFFO to net income (loss) (as determined in accordance with GAAP), the most directly comparable GAAP measure. Although AFFO is an important financial performance measure, among others, that the Compensation and Management Development Committee considers when making compensation decisions with the intent of aligning compensation with Company performance, the Committee has not historically and does not currently evaluate CAP as calculated pursuant to Item 402(v) as part of its executive compensation determinations.
| 2025 Proxy Statement | 81 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.