American Homes 4 Rent
For the period ended May 10, 2024. Filed Mar 29, 2024.
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May 10, 2024 · Filed Mar 29, 2024
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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 Registrantx
Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under §240.14a-12 |
AMERICAN HOMES 4 RENT
(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 all boxes that apply):
| x | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
A Message from Our Chairperson
Fellow shareholders:
It’s an honor to serve as AMH’s Chairperson of the Board, following in the footsteps of two great real estate industry leaders, B. Wayne Hughes and Ken Woolley. As a Board member since the company’s IPO, I’ve had the privilege of witnessing the impact we’ve made across the country since our first acquisition at 224 Friendly Court in Henderson, Nevada.
We’ve always been known for THINKING BIG. In 2011, the AMH team set out to do something that was thought to be impossible: establish a national company to transform the largest real estate class in America. Since then, we’ve delivered the joys of single-family living to hundreds of thousands of residents. After acquiring our initial portfolio, we moved quickly to establish a scalable base of operations to efficiently serve our residents. In 2017, as the country’s housing shortage worsened, AMH had the foresight to establish its own development program, building new homes so that hard-working households could live in the areas they love and in the communities they serve.
We owe much of this success to AMH co-founder and Chief Executive Officer David P. Singelyn, whose visionary leadership has positioned the company at the forefront of the single-family rental industry. One of the great achievements Dave has advanced for the business is shaping a formidable team of executives to carry forth his legacy when he retires on December 31, 2024. Among them is Bryan Smith, presently Chief Operating Officer, who will succeed Dave in the role of CEO on January 1, 2025, and Chris Lau, who was recently elevated to the role of Chief Financial Officer and Senior Executive Vice President. On behalf of the Board of Trustees, I want to express my gratitude and best wishes to Dave and congratulate Bryan and Chris on their well-deserved appointments.
Dave was instrumental in establishing the framework of values that will continue to guide the company as it shapes the housing landscape of tomorrow:
Caring about people. We believe that people who want to live in a home desire options, including flexibility, quality, and great locations. Against the backdrop of our country’s massively under-met housing needs, AMH has delivered tangible solutions to the market, consistent value to our residents, and strong returns to our shareholders and partners. Behind those efforts is a more than 1,700-person team, who we support through growth opportunities and training. We’re proud to see the impact of these initiatives reflected in our high employee satisfaction results, happy residents, and numerous awards and recognitions you can read about later in this proxy statement.
Making things simple. We work to deliver peace of mind to our residents, our teams, and our shareholders. Through programs like Resident 360, which streamline and align the collaborative efforts of our leasing, property management, marketing, and maintenance functions, we remain focused on delivering a simple experience to our customers. By executing at the highest level and growing responsibly, we continue to demonstrate the resiliency of our business model. This benefits the team members and investors who rely on our success and stability through different economic cycles.
Holding ourselves accountable. Our diversified portfolio, strong cybersecurity protocols, sustainable construction practices, and responsible governance framework are hallmark strengths that have earned AMH a reputation for integrity. Underpinning this is our robust balance sheet. We uphold our responsibility to our stakeholders by taming expense growth, generating healthy proceeds from dispositions, and carefully screening acquisitions. This responsible growth mindset means AMH will always be in a position to seize future opportunities with agility.
Your Board of Trustees and the entire management team are very excited about the future of AMH. Investors like you are an important part of the story, so we ask for your voting support on the proposals detailed in this proxy statement. We encourage you to review each proposal closely before voting.
This year, we are once again hosting our Annual Meeting of Shareholders virtually. On behalf of the Board of Trustees, I am pleased to invite you to join us on Friday, May 10, 2024, at 9:00 a.m., Pacific Time, virtually or by proxy. You will be able to participate, vote your shares electronically and submit your questions during the meeting by visiting: www.virtualsharemeeting.com/AMH2024. Your vote is important, and we urge you to cast it as soon as possible. You may vote your shares online, by telephone or via mail following the instructions on the proxy card or voting instruction form by signing, dating, and returning the enclosed proxy card. If you attend the virtual Annual Meeting, you may revoke your proxy at the meeting and vote your shares virtually.
Sincerely,
Matthew J. Hart
Chairperson of the Board
A Message from Our Chief Executive Officer
Dear AMH shareholders:
As I transition out of my role as Chief Executive Officer of AMH later this year, I want to personally thank you for your support and confidence in our ongoing vision to simplify the way America lives. After 12 years of service, and as one of its founders, I feel tremendously proud of what we have achieved together.
From the beginning, we’ve believed that everyone deserves access to a quality home. But after a decade of underbuilding, the U.S. is short millions of housing units, meaning many households today can't find or afford a place to live. That’s why we’ve invested in building new homes and successful neighborhoods across the U.S., creating more opportunity for more people. Since launching our internally managed development program, we’re proud to have delivered approximately 10,000 AMH-built homes, adding much-needed supply to the national housing stock.
As a housing provider, we also know that our impact on people’s lives extends beyond the homes we build and manage. At a time when the rising cost of ownership remains out of reach for many, some rely on the attainable housing option we offer to access single-family living. Others want to enjoy a mortgage-free lifestyle to remain flexible in the event of new jobs or growing families. Time and again, our nearly 200,000 residents turn to us for better ways to lead more fulfilling lives, so we take our responsibility to deliver solutions to them seriously.
This steadfast commitment to empowering our communities is what inspires our daily mission. It’s reflected in our values. It’s enshrined in our DNA. And it drives all our engagements with the people and planet around us. Whether we’re designing homes that are more energy-efficient, training a new generation of innovators, or protecting the peace of mind of our residents, we’ve always worked to generate positive change and add value to the people who trust us to do the right thing.
With this goal in mind, we recently became the first single-family-rental REIT to issue green bonds in the U.S. investment-grade market. The issuance of this $600 million offering will fund our company’s efforts to make suburban houses more sustainable and low-emitting. This achievement is a testament to the quality of our portfolio and all of our team members who work hard every day to make us one of the leading housing providers in the country.
As we look to the year ahead, I will be working closely with my successor, Chief Operating Officer Bryan Smith, and newly appointed Chief Financial Officer and Senior Executive Vice President Christopher C. Lau, as we transition leadership. Bryan has been integral in shaping the investment and property management divisions of AMH over the last decade, and Chris is a critical leader who has propelled our ability to dramatically increase shareholder value and demonstrate resilience through economic cycles. I congratulate Bryan and Chris on their well-deserved promotions, and I feel confident that they will continue to lead AMH and the single-family rental industry responsibly.
Thank you for continuing to support us on this journey.
Sincerely,
David P. Singelyn
Chief Executive Officer and Trustee
Notice of the 2024 Annual Meeting of Shareholders
| Date and TimeFriday, May 10, 2024 at 9:00 a.m., Pacific Time | Virtual LocationVisit:www.virtualshareholdermeeting.com/AMH2024 |
Items of Business
| 1 | To elect as trustees the twelve nominees named in the attached proxy statement to serve until the 2025 Annual Meeting of Shareholders; |
| 2 | To ratify the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; |
| 3 | To hold a non-binding advisory vote to approve our named executive officer compensation; and |
| 4 | To consider and act upon any other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
Recommendations of the Board
The Board of Trustees unanimously recommends that you vote “FOR” each of the trustee nominees named in the attached proxy statement, “FOR” ratification of the appointment of Ernst & Young LLP and “FOR” approval, on an advisory basis, of our named executive officer compensation. Detailed information concerning these proposals is included in the accompanying proxy statement.
Proxy Materials
The notice of meeting, proxy statement and Annual Report on Form 10-K are available free of charge at: https://investors.amh.com/financials/annual-reports. The proxy statement and accompanying proxy card are being sent or made available to you on or about March 29, 2024.
Record Date
You are entitled to vote at the meeting if you were a shareholder of record at the close of business on March 15, 2024 of our Class A or Class B common shares of beneficial interest, par value $0.01 per share.
Voting
Your vote is very important. To ensure that your shares are represented at the Annual Meeting, please vote over the Internet, by telephone or by mail as instructed on the proxy card or voting instruction form you receive. You may revoke a proxy at any time prior to its exercise at the meeting by following the instructions in the accompanying proxy statement.
By Order of the Board of Trustees,
Sara H. Vogt-Lowell
Chief Legal Officer and Secretary
Important Notice Regarding Availability of Proxy Materials for the 2024 Annual Meeting on May 10, 2024: This Proxy Statement and our 2023 Annual Report on Form 10-K are available on the company’s website www.amh.com under “Investor Relations.”
Table of Contents
| 2023 Business Highlights | 1 |
|---|---|
| 2023 Sustainability Highlights | 2 |
| Creating Value for our Stakeholders | 3 |
| Annual Meeting Information | 4 |
| Proxy Materials | 4 |
| Meeting Information | 4 |
| How to Cast Your Vote | 4 |
| Unanimous Recommendations of the Board | 5 |
| Virtual Meeting Matters | 6 |
| Accessing the Meeting | 6 |
| Casting Your Vote | 6 |
| Live, Online Q&A | 6 |
| Technical Assistance | 6 |
| Proposal 1 | 7 |
| Who We Are | 9 |
| Biographical Information About Our Trustee Nominees | 10 |
| Governance Framework | 17 |
| How We Are Selected, Elected, Evaluated and Refreshed | 17 |
| How We Are Organized | 21 |
| How We Govern and Are Governed | 24 |
| How We Are Paid | 28 |
| How You Can Communicate With Us | 29 |
| Proposal 2 | 30 |
| Audit and Non-Audit Fees | 32 |
| Audit Committee Report | 33 |
| Principal Shareholders | 34 |
| Share Ownership of 5% or Greater Beneficial Owners | 34 |
| Share Ownership of Trustees and Management | 35 |
| Executive Officer Share Ownership and Other Compensation Policies | 36 |
| Executive Officer Share Ownership Policy | 36 |
| Clawback Policy | 36 |
| Anti-Hedging and Anti-Pledging Policy | 37 |
| Executive Officers | 38 |
| Our Executive Officers | 38 |
| Executive Compensation | 39 |
|---|---|
| Compensation Discussion and Analysis | 39 |
| 2023 Say-on-Pay Vote Results and Shareholder Engagement | 39 |
| 2023 Compensation Overview | 39 |
| Compensation Philosophy, Objectives and Governance | 40 |
| Elements of Executive Officer Compensation | 41 |
| 2023 Compensation Decisions | 42 |
| Committee Assessment of Achievement of 2023 Goals | 43 |
| 2024 Compensation Outlook | 45 |
| Role of Management and Board in Determining the Compensation of Executive Officers | 46 |
| Role of Compensation Consultant | 46 |
| Benchmarking Peer Group | 46 |
| Equity Grant Practices | 47 |
| Term of Employment | 47 |
| Retirement Savings Opportunities | 47 |
| Health and Welfare Benefits | 48 |
| Tax and Accounting Considerations | 48 |
| Human Capital and Compensation Committee Report | 48 |
| Summary Compensation Table | 49 |
| Grants of Plan Based Awards | 50 |
| Outstanding Equity Awards at Fiscal Year End | 51 |
| Option Exercises and Stock Vested in 2023 | 52 |
| Pension/Non-Qualified Deferred Compensation Plans | 52 |
| Potential Payments Upon Termination or Change in Control | 52 |
| Payments Upon Termination | 52 |
| Payments Upon Death or Disability | 52 |
| Payments Upon Retirement | 52 |
| Payments Upon a Change in Control | 53 |
| CEO Pay Ratio | 55 |
| Pay Versus Performance Tables | 55 |
| Proposal 3 | 58 |
| Certain Relationships and Related Party Transactions | 61 |
| Related Party Transaction Approval Policy and Procedures | 61 |
| 2023 Related Party Transactions | 61 |
| General Information About the Annual Meeting | 62 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.