American Homes 4 Rent
For the period ended May 7, 2025. Filed Mar 26, 2025.
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May 7, 2025 · Filed Mar 26, 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 x
Filed by a Party other than the Registrant o
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:
AMH had another great year in 2024. We delivered strong
growth, completed a successful CEO transition, continued
building homes, and solidified our leadership in the single-family
rental industry. As a company, we’re doing the right things, and
we’re doing things right.
Doing the right things. At AMH, we’ve always been driven by a
single purpose: to deliver quality housing solutions that make a
positive difference in people's lives. Our evolution from a
pioneering single-family rental operator to an integrated
residential housing company reflects our commitment to meeting
the evolving needs of American households. Today, we’re
recognized as a leading national homebuilder and rental
operator that’s addressing America’s greatest housing
challenges. We’re accomplishing this by delivering three
important solutions.
In the backdrop of a mass housing shortage in the U.S., we’re
meeting growing demand with steady supply. To date, we’ve built
over 12,000 homes in 200 communities through our unique in-
house development program. And our pipeline of over 10,000
additional land lots represents a reliable runway of growth into
2025 and beyond, adding high-quality rental homes to the
market.
In regions where homeownership has become financially
unattainable for many families, we offer an accessible and
flexible housing option to thousands of people. In our top
markets in 2025, renting an AMH home is currently 27% more
affordable than owning. That delta represents a meaningful
difference for the typical U.S. household we serve, and unlocks
opportunities for residents to meet their budget goals, save for a
down payment, or simply enjoy a better quality of life in today’s
inflationary environment.
Powered by our proven operating platform and team of over
1,700 employees, today we provide industry-leading service to
200,000 residents, who benefit from an elevated rental
experience with professional maintenance support. In 2024, their
continued satisfaction was reflected in our steady occupancy
rates and improved Google ratings.
Doing things right. Our company today is in great shape.
Operationally, our investment in people-centric programs has
advanced our reputation as a workplace and as a service
provider. As an employer, we continually train and develop our
team, including at the leadership level, to maximize the talent
resources we already have at our disposal. Through our
technology-forward Resident 360 program, we’re laser focused
on continuing to improve our customer experience and lead the
industry in resident satisfaction. Leveraging various surveying
channels, we regularly pulse-check our employees, customers,
and vendors to monitor sentiment, and are pleased to see these
scores continue to trend upward across the board.
Financially, our investment-grade credit rating, discipline in
expense management, and industry-leading profit margins
represent the backbone of our strong business model. In 2024,
we refinanced over $900 million dollars of our long-term debt at
favorable rates and terms, demonstrating our access to the
capital markets.
We unencumbered assets and leaned into dispositions, selling
older homes to reinvest in our long-term growth strategy. We
matured in creating operational efficiencies, optimizing returns
and capital to its highest and best use, driving maximum
potential from our portfolio, and producing earnings results for
you, our investors.
As a result, last year, our same-home core revenue growth,
same-home core NOI growth, and Core FFO per share growth
all outperformed that of our peers. This resilience has enabled
us to keep growing through dynamic economic cycles, offering
stability to all the people who rely on us, including customers,
employees, partners, and shareholders. Whereas other
companies have been forced to lean out of growth in today’s
capital-constrained environment, AMH remains able to grow
through our development program in addition to seizing
acquisition opportunities that are right for our portfolio.
The outlook. With this robust foundation in place, in 2025, your
Board of Trustees and management team are firmly optimistic
about the outlook ahead. After a successful CEO transition, the
company today is in the capable hands of the next generation of
leaders David Singelyn shaped. Guided by their expertise, AMH
will continue growing responsibly, and advancing the strong
reputation we’ve earned in the last 13 years.
At the macro level, more than ever, the value we add to the
marketplace is critically needed. With a housing shortage
estimated in the millions, demand rising, and affordability
creating unprecedented barriers to quality homes, we’re
leveraging our expertise and scale to respond to market needs.
We’re also expecting more opportunities for bulk acquisitions
and are well-equipped to be a consolidator in this space.
Now, AMH is uniquely positioned to continue leading the industry
by doing what we do best: providing access to single-family
living, delivering peace of mind to all our stakeholders, adding
housing supply, and generating value. To continue making a
positive impact into the future, we ask for your voting support on
the proposals detailed in this proxy statement.
Please join us on Wednesday, May 7, 2025, at 9:00 a.m., Pacific
Time, virtually or by proxy: www.virtualsharemeeting.com/
You may vote 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 meeting, you may revoke your proxy and vote your
shares virtually.
Sincerely,
Matthew J. Hart
Chairperson of the Board
A Message from Our Chief
Executive Officer
Fellow shareholders:
In 2024, the U.S. faced a challenging housing landscape. As the
supply shortage reached historic levels, homeownership has
become increasingly out of reach for millions of Americans, and
many people can no longer afford to live where they work.
All throughout, AMH has remained unwavering in our purpose to
make housing more accessible to more people. We continue to
lead the way in building new homes, elevating standards of care
in the industry, and unlocking ways for our products and services
to empower households.
I'm especially proud of how teams at AMH have generated
housing solutions that demonstrate our values: caring about
people, making it simple, and holding ourselves accountable.
As a leading owner, operator, and developer of single-family
rental homes, AMH today is uniquely positioned to deliver
solutions to our country's ongoing housing challenges:
Delivering access to opportunity. We continue to invest in
building new homes and successful neighborhoods across the
U.S., creating more opportunities for thousands of households.
Since launching our internally managed development program in
2017, we've built over 12,000 homes in 200 communities, adding
much-needed supply to the national housing stock.
Improving people's lives. Following the portfolio acquisition of
approximately 1,700 homes last fall, AMH today manages over
60,000 homes across the U.S. With the cost of buying a home
remaining prohibitive for many, we're providing thousands of
people - including essential workers like teachers, first
responders, civil servants, and healthcare workers - an
attainable, high-quality housing option in the communities where
they work.
Providing exceptional experiences. We know our influence on
people's lives extends beyond the homes we build and manage.
Our deep expertise and commitment to operational excellence
creates exceptional living experiences for our 200,000 residents.
We've seen this reflected in increasingly favorable customer
satisfaction scores over the years, and consistently improving
our services remains a priority for the year ahead.
As we look to the future with a fresh sense of purpose and
possibility, we're intensifying our focus on creating more value
for all our stakeholders: our customers, employees, investors,
trade partners, and the communities we operate in.
By simplifying life for our residents, building housing, and training
a new generation of responsible housing leaders, we're
dedicated to upholding the highest standards of integrity in our
industry.
On behalf of all of us at AMH, thank you for your engagement
and confidence in our company. We've never been more
optimistic about the impact great housing can have on people's
lives - and we're grateful to you for continuing to support us on
this journey.
Bryan Smith
Chief Executive Officer
2025 Proxy Statement
Notice of the 2025 Annual Meeting
of Shareholders
| Date and TimeWednesday, May 7, 2025 at 9:00 a.m., Pacific Time | Virtual LocationVisit:www.virtualshareholdermeeting.com/AMH2025 |
Items of Business
| 1 | To elect as trustees the eleven nominees named in the attached proxy statement to serve until the 2026 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, 2025; |
| 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 26, 2025.
Record Date
You are entitled to vote at the meeting if you were a shareholder of record at the close of business on March 14, 2025 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 Vogt-Lowell
Chief Administrative Officer and Chief Legal Officer
Important Notice Regarding Availability of Proxy Materials for the 2025 Annual Meeting on May 7, 2025: This Proxy Statement
and our 2024 Annual Report on Form 10-K are available on the company’s websitewww.amh.com under “Investor Relations.”
2025 Proxy Statement
Table of Contents
| 2024 Business Highlights | 1 |
|---|---|
| Annual Meeting Information | 2 |
| Meeting Information | 2 |
| How to Cast Your Vote | 2 |
| Unanimous Recommendations of the Board | 3 |
| Virtual Meeting Matters | 4 |
| Proposal 1: Election of Trustees | 5 |
| Who We Are | 7 |
| Biographical Information About Our Trustee Nominees | 8 |
| Governance Framework | 14 |
| How We Are Selected, Elected, Evaluated and Refreshed | 14 |
| How We Are Organized | 17 |
| How We Govern and Are Governed | 20 |
| Risk Areas | 23 |
| How We Are Paid | 24 |
| Proposal 2: Ratification of Independent Registered Public Accounting Firm | 26 |
| Audit Committee Report | 29 |
| Principal Shareholders | 30 |
| Executive Officer Share Ownership and Other Compensation Policies | 32 |
| Executive Officers | 34 |
| Executive Compensation | 35 |
| Compensation Discussion and Analysis | 35 |
| 2024 Say-on-Pay Vote Results and Shareholder Engagement | 35 |
| 2024 Compensation Overview | 35 |
| Compensation Philosophy, Objectives and Governance | 36 |
| Elements of Executive Officer Compensation | 37 |
| 2024 Compensation Decisions | 38 |
| Committee Assessment of Achievement of 2024 Goals | 39 |
| 2025 Compensation Outlook | 41 |
| Human Capital and Compensation Committee Report | 44 |
| Summary Compensation Table | 45 |
| Grants of Plan Based Awards | 46 |
| Outstanding Equity Awards at Fiscal Year End | 47 |
| Option Exercises and Stock Vested in 2024 | 48 |
| Potential Payments Upon Termination or Change in Control | 48 |
| CEO Pay Ratio | 51 |
| Pay Versus Performance Tables | 51 |
| Proposal 3: Advisory Vote to Approve Compensation of Named Executive Officers | 54 |
| General Information About the Annual Meeting | 58 |
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