As required by Item 402(v) of Regulation
S-K,
we are providing the following information regarding the relationship between executive compensation and our financial performance for the fiscal years listed below. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The term “compensation actually paid” in this Pay versus Performance section refers to Compensation Actually Paid calculated in accordance with Item 402(v) of Regulation
S-K
and does not reflect compensation actually earned, realized, or received by the NEOs. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the fiscal years listed below. Note that compensation for our NEOs other than our principal executive officers (“PEOs”) is reported as an average.
| Value of Initial Fixed $100 Investment Based on: |
|---|
| Year · Summary Compensation Table Total for PEO (Wes Powell) ($)(1)(2) · Compensation Actually Paid to PEO (Wes Powell)($)(3)(4) · Summary Compensation Table Total for PEO (Terry Considine) ($)(1)(2) · Compensation Actually Paid to PEO (Terry Considine) ($)(3)(4) · Average Summary Compensation Table Total for Non-PEO NEOs ($)(1)(2) · Average Compensation Actually Paid to Non-PEO NEOs ($)(3)(4) · Total Shareholder Return($)(5) · Peer Group Total Shareholder Return($)(5) · Net Income ($M) · Net Operating Income Growth (%) |
|---|
| 2023 | $4,073,841 | $4,504,198 | N/A | | N/A | $1,923,812 | $2,329,767 | $144 | $106 | ($ | 157) | 9.3% |
| 2022 | $2,858,721 | $2,289,229 | N/A | | N/A | $1,677,369 | $1,514,073 | $119 | $94 | | $92 | 14.2% |
| 2021 | $5,445,198 | $7,581,973 | N/A | | N/A | $2,985,094 | $3,467,622 | $129 | $139 | ($ | 5) | 4.1% |
| 2020 | $1,759,704 | $1,065,897 | $6,802,856 | ($ | 7,081,374) | $1,772,355 | $700,918 | $88 | $85 | ($ | 6) | (1.8%) |
| (1) | For each fiscal year, our PEOs and non-PEO NEOs (“other NEOs”) consisted of the individuals indicated in the table below: |
| 2020 | 2021 | 2022 | 2023 |
| PEO | Wes Powell | Wes Powell | Wes Powell | Wes Powell |
|---|
| PEO | Terry Considine | N/A | N/A | N/A |
|---|
| Other NEOs | Lynn Stanfield | Lynn Stanfield | Lynn Stanfield | Lynn Stanfield |
|---|
| Other NEOs | Jennifer Johnson | Jennifer Johnson | Jennifer Johnson | Jennifer Johnson |
|---|
| Other NEOs | Paul Beldin | N/A | N/A | N/A |
|---|
| Other NEOs | Lisa Cohn | N/A | N/A | N/A |
|---|
| Other NEOs | Keith Kimmel | N/A | N/A | N/A |
|---|
| (2) | The values shown in this column reflect the “Total” compensation set forth in the Summary Compensation Table in this Proxy Statement or the applicable historical proxy statement. Please refer to the footnotes of the applicable Summary Compensation Table for further detail regarding the amounts set forth in this column. |
| (3) | Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year (“FY”), as adjusted for the last completed fiscal year as follows: |
| Wes Powell · Average Other NEOs |
|---|
| Summary Compensation Table Total | | $4,073,841 | | $1,923,812 |
|---|
| Deduction for amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for applicable FY | ($ | 2,500,003) | ($ | 739,796) |
|---|
| Change in fair value of awards granted during applicable FY that remain outstanding and unvested as of applicable FY end, determined as of applicable FY end | | $2,698,928 | | $786,765 |
|---|
| Change in fair value of awards granted during any prior FY that were outstanding and unvested as of applicable FY end, determined based on change in fair value from prior FY end to applicable FY end | | $118,289 | | $338,883 |
|---|
| Change in fair value of awards granted during any prior FY that vested during applicable FY, determined based on change in fair value from prior FY end to vesting date | | $113,143 | | $20,104 |
|---|
| Increase based on dividends or other earnings paid during applicable FY prior to vesting date | | $0 | | $0 |
|---|
| Total Adjustments (a) | | $430,357 | | $405,956 |
|---|
| Compensation Actually Paid Total | | $4,504,198 | | $2,329,767 |
|---|
| (a) | The NEOs have not been provided with opportunities to participate in defined benefit and actuarial pension plans sponsored by us in any applicable years. In addition, no applicable NEO awards that were granted in a given fiscal year vested in such fiscal year or were forfeited. Therefore, no adjustments were needed for such items. |
| (4) | Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for solely time-vested restricted stock and LTIP Unit awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); and (ii) for market-based performance restricted stock, stock option, and LTIP Unit awards, the probable outcome of the performance condition to which such awards are subject calculated by a third-party consultant using a Monte Carlo valuation model in accordance with FASB ASC Topic 718 as of the applicable year-end date(s). For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in this filing and in the Annual Report on Form 10-K for prior fiscal years. |
| (5) | For the relevant fiscal year, represents the cumulative TSR of Aimco and of the FTSE NAREIT Equity Apartments Index (the “Peer Group TSR”) based on an initial fixed $100 invested as of December 31, 2019, through the end of the listed fiscal year in our Common Stock and in the FTSE NAREIT Equity Apartments Index, respectively. The FTSE NAREIT Equity Apartments Index is a published industry index that we also use in the stock performance graph required by Item 201(e) of Regulation S-K included in this filing. Historical Common Stock performance is not necessarily indicative of future Common Stock performance. |
Relationship Between Financial Performance Measures
The graphs below compare the compensation actually paid to our PEOs and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR, (ii) our Peer Group TSR, (iii) our net income, and (iv) our NOI growth, in each case, for the fiscal years ended December 31, 2020, 2021, 2022, and 2023.
TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.
Pay Versus Performance Tabular List
We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2023:
| • | Net Operating Income Growth; |
|---|
For additional details regarding our most important financial performance measures, please refer to the “Compensation Discussion and Analysis” in this Proxy Statement.
