NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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DATE AND TIME To Be Held On June 28, 2024, at 9:30 am MT |
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LOCATION 4582 South Ulster Street, Suite 1450, Denver, CO 80237 |
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Aimco will be held on June 28, 2024, at 9:30 am Mountain Daylight Time at Aimco’s corporate headquarters, 4582 South Ulster Street, Suite 1450, Denver, CO 80237, for the following purposes:
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| 1. |
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To elect nine directors, for a term of one year each, to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified; |
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To ratify the selection of Grant Thornton LLP to serve as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024; |
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To conduct an advisory vote to approve executive compensation; and |
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To transact such other business as may properly come before the Annual Meeting or any adjournment(s) thereof. |
Only stockholders of record at the close of business on May 13, 2024, will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment(s) thereof.
We are again pleased to take advantage of Securities and Exchange Commission (“SEC”) rules that allow issuers to furnish proxy materials to their stockholders on the Internet. We believe these rules allow us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting.
On or about May 17, 2024, we intend to mail our stockholders a notice containing instructions on how to access our 2024 proxy statement (the “Proxy Statement”) and Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”), and vote online. The notice also provides instructions on how you can request a paper copy of these documents if you desire, and how you can enroll in e-delivery. If you received your annual materials via email, the email contains voting instructions and links to these documents on the Internet.
WHETHER OR NOT YOU EXPECT TO BE AT THE ANNUAL MEETING, PLEASE VOTE AS SOON AS POSSIBLE TO ENSURE THAT YOUR SHARES ARE REPRESENTED.
By order of the Board of Directors
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Jennifer Johnson Secretary |
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Stockholders to be held on June 28, 2024.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Our stockholder letter, Notice of 2024 Annual Meeting of Stockholders of Aimco and this Proxy Statement contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include all statements that are not historical statements of fact and those regarding our intent, belief, or expectations, including, but not limited to, the statements in this document regarding future financing plans, including the Company’s expected leverage and capital structure; business strategies, prospects, and projected operating and financial results (including earnings and stockholder value), including facts related thereto, such as expected costs; future Company potential; future share repurchases; expected investment opportunities; and our 2024 pipeline investments and projects. We caution investors not to place undue reliance on any such forward-looking statements. Words such as “anticipate(s),” “expect(s),” “intend(s),” “plan(s),” “believe(s),” “plan(s),” “may,” “will,” “would,” “could,” “should,” “seek(s),” “forecast(s),” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. These statements are not guarantees of future performance, condition or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, among others, that may affect actual results or outcomes including, but not limited to: (i) the risk that the 2024 plans and goals may not be completed in a timely manner or at all, (ii) the inability to recognize the anticipated benefits of the pipeline investments and projects, (iii) whether NAV targets will be achieved; and (iv) changes in general economic conditions, including increases in interest rates and other force-majeure events. Although we believe that the assumptions underlying the forward-looking statements, which are based on management’s expectations and estimates, are reasonable, we can give no assurance that our expectations will be attained. Readers should carefully review the Company’s financial statements and the notes thereto, as well as the sections entitled “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and in Item 1A of the Company’s Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2024, and the other documents the Company files from time to time with the SEC. These filings identify and address important risks uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These forward-looking statements reflect management’s judgment as of this date, and the Company assumes no (and disclaims any) obligation to revise or update them to reflect future events or circumstances.
Pursuant to Aimco’s Articles of Amendment and Restatement (the “Charter”) and Amended and Restated Bylaws (the “Bylaws”), directors are elected at each annual meeting of stockholders and hold office for one year, and until their successors are duly elected and qualify. Aimco’s Bylaws currently authorize a Board consisting of not fewer than three persons. The Board currently consists of nine directors.
Upon the selection and recommendation of the Nominating, Environmental, Social and Governance Committee, the Board has unanimously nominated and recommended the following nominees for election to the Board at the Annual Meeting:
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| Wes Powell |
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Jay Paul Leupp |
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R. Dary Stone |
| Quincy L. Allen |
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Sherry L. Rexroad |
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James P. Sullivan |
| Patricia L. Gibson |
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Deborah Smith |
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Kirk A. Sykes |
All of the nominees were elected to the Board at the last annual meeting of stockholders. Messrs. Allen, Leupp, Stone, Sullivan, and Sykes and Mses. Gibson, Rexroad, and Smith are not employed by, or affiliated with, Aimco, other than by serving as directors of Aimco. Unless authority to vote for the election of directors has been specifically withheld, the persons named in the accompanying proxy intend to vote for the election of Messrs. Powell, Allen, Leupp, Stone, Sullivan, and Sykes and Mses. Gibson, Rexroad, and Smith to hold office as directors for a term of one year until their successors are elected and qualify at the next annual meeting of stockholders. All nominees have advised the Board that they are able and willing to serve as directors.
If any nominee becomes unavailable for any reason (which is not anticipated), the shares represented by proxies at the Annual Meeting may be voted for such other person or persons as may be determined by the holders of the proxies (unless a proxy contains instructions to the contrary). In no event will the proxy be voted for more than nine nominees.
In an uncontested election at the meeting of stockholders, any nominee to serve as a director of the Company will be elected if the director receives a vote of the majority of votes cast, which means that the number of shares voted “for” a director exceeds the number of votes “against” that director. With respect to a contested election, a plurality of all the votes cast at the meeting of stockholders will be sufficient to elect a director. If a nominee who currently is serving as a director receives a greater number of “against” votes for his or her election than votes “for” such election (a “Majority Against Vote”) in an uncontested election, Maryland law provides that the director would continue to serve on the Board as a “holdover director.” However, under Aimco’s bylaws, any nominee for election as a director in an uncontested election who receives a Majority Against Vote is obligated to tender his or her resignation to the Board for consideration following certification of the vote. The Nominating, Environmental, Social, and Governance Committee will consider any resignation and recommend to the Board whether to accept it. The Board is required to take action with respect to the Nominating, Environmental, Social, and Governance Committee’s recommendation.
For purposes of the election of directors, abstentions or broker non-votes as to the election of directors will not be counted as votes cast and will have no effect on the result of the vote. Unless instructed to the contrary in the proxy, the shares represented by the proxies will be voted FOR the election of the nine nominees named above as directors.
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| Demographic |
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Mr. Powell |
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Mr. Allen |
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Ms. Gibson |
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Mr. Leupp |
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Ms. Rexroad |
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Ms. Smith |
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Mr. Stone |
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Mr. Sullivan |
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Mr. Sykes |
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| African American |
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| Native American |
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| Female |
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BOARD SELECTION AND ELECTION
BOARD COMPOSITION, BOARD REFRESHMENT, AND DIRECTOR TENURE
Aimco is focused on having a well-constructed and high performing board. To that end, the Nominating, Environmental, Social, and Governance Committee selects nominees for director based on, among other things, breadth and depth of experience, knowledge, skills, expertise, integrity, ability to make independent analytical inquiries, understanding of Aimco’s business environment, diversity of perspective and background, and willingness to devote adequate time and effort to Board responsibilities. In considering nominees for director, the Nominating, Environmental, Social, and Governance Committee seeks to have a diverse range of experience and expertise relevant to Aimco’s business. The Nominating, Environmental, Social, and Governance Committee places a premium on directors who work well in the collegial and collaborative nature of the Board (which is also consistent with the Aimco culture) and also requires directors who think and act independently and can clearly and effectively communicate their convictions. The Nominating, Environmental, Social, and Governance Committee assesses the appropriate balance of criteria required of directors and makes recommendations to the Board.
The Nominating, Environmental, Social, and Governance Committee has structured the Board such that there are directors of varying tenures, with new directors and perspectives joining the Board every few years while retaining the institutional memory of longer-tenured directors. Longer-tenured directors, balanced with less-tenured directors, enhance the Board’s oversight capabilities. Aimco’s directors work effectively together, coordinate closely with senior management, comprehend Aimco’s challenges and opportunities, and frame Aimco’s business strategy.
When formulating its Board membership recommendations, the Nominating, Environmental, Social, and Governance Committee also considers advice and recommendations from others, including stockholders, as it deems appropriate. Such recommendations are evaluated based on the same criteria noted above.
The Board is responsible for nominating members for election to the Board and for filling vacancies on the Board that may occur between annual meetings of stockholders. Based on recommendations from the Nominating, Environmental, Social, and Governance Committee, the Board determined to nominate Messrs. Allen, Leupp, Powell, Stone, Sullivan, and Sykes and Mses. Gibson, Rexroad, and Smith for election to serve a one-year term expiring at the 2025 annual meeting.
MAJORITY VOTING FOR THE ELECTION OF DIRECTORS
In an uncontested election at the meeting of stockholders, any nominee to serve as a director of the Company will be elected if the director receives a majority of votes cast, which means that the number of shares voted “for” a director exceeds the number of shares voted “against” that director. With respect to a contested election, a plurality of all the votes cast at the meeting of stockholders will be sufficient to elect a director, meaning that the nine director nominees with the highest number of votes cast for their election will be elected to the Board of Directors (with abstentions and broker non-votes not counted as votes cast). The following is not considered votes cast “for” or “against” a director nominee: (a) a share otherwise present at the meeting but for which there is an abstention and (b) a share otherwise present at the meeting as to with a stockholder gives no direction. If a nominee who currently is serving as a director receives a Majority Against Vote in an uncontested election, Maryland law provides that the director would continue to serve on the Board as a “holdover director.” However, under Aimco’s bylaws, any nominee for election as a director in an uncontested election who receives a Majority Against Vote is obligated to tender his or her resignation to the Board for consideration following certification of the vote. The Nominating, Environmental, Social, and Governance Committee will consider any resignation and recommend to the Board whether to accept it. The Board is required to take action with respect to the Nominating, Environmental, Social, and Governance Committee’s recommendation within 90 days following certification of the stockholder vote. Additional details are set out in Article II, Section 2.03 (Election and Tenure of Directors; Resignations) of Aimco’s bylaws.
PROXY ACCESS
In 2016, the Board amended the Company’s bylaws to provide a proxy access right to stockholders in which stockholders or groups of up to 20 stockholders, owning at least 3% of our shares for at least three years, may submit nominees for up to 20% of the Board, or two nominees, whichever is greater, for inclusion in our proxy materials, subject to complying with the requirements contained in our bylaws.
THE ORGANIZATION OF THE BOARD
BOARD LEADERSHIP STRUCTURE
In connection with the Separation, the Board concluded that separating the Chairman and CEO role would be most effective for the Company’s leadership and governance. Mr. Stone serves as Chairman of the Board, which includes: presiding over executive sessions of the non-management directors, which are held regularly and not less than four times per year; with the CEO, setting meeting agendas and schedules; calling meetings of the non-management directors; and being available for direct communication with stockholders.
The Aimco Board has a majority of independent directors. Eight out of the nine directors (Messrs. Allen, Leupp, Stone, Sullivan, and Sykes and Mses. Gibson, Rexroad, and Smith) are independent (the “Independent Directors”). All four standing committees (Audit, Compensation and Human Resources, Nominating, Environmental, Social, and Governance, and Investment) are composed solely of independent directors.
SEPARATE SESSIONS OF INDEPENDENT DIRECTORS
Aimco’s Corporate Governance Guidelines (described below) provide that the non-management directors shall meet in executive session without management on a regularly scheduled basis, but no less than four times per year. The non-management directors, which group currently is made up of the eight Independent Directors, met in executive session without management four times during the year ended December 31, 2023.
CODE OF ETHICS
The Board has adopted a code of ethics entitled “Code of Business Conduct and Ethics” that applies to the members of the Board, all of Aimco’s executive officers and all teammates of Aimco or its subsidiaries, including Aimco’s principal executive officer, principal financial officer, and principal accounting officer. The Code of Business Conduct and Ethics is posted on Aimco’s website (www.aimco.com) and is also available in print to stockholders, upon written request to Aimco’s Corporate Secretary. If, in the future, Aimco amends, modifies, or waives a provision in the Code of Business Conduct and Ethics, rather than filing a Current Report on Form 8-K, Aimco intends to satisfy any applicable disclosure requirement under Item 5.05 of Form 8-K by posting such information on Aimco’s website (www.aimco.com), as necessary.
CORPORATE GOVERNANCE GUIDELINES AND DIRECTOR STOCK OWNERSHIP
The Board has adopted and approved Corporate Governance Guidelines. These guidelines, which were last updated in April 2023, are available on Aimco’s website (www.aimco.com) and are also available in print to stockholders, upon written request to Aimco’s Corporate Secretary. In general, the Corporate Governance Guidelines address director qualification standards, director responsibilities, the role of the Chairman of the Board or Lead Independent Director, as applicable, director access to management and independent advisors, director compensation, director orientation and continuing education, the role of the Board in planning management succession, equity ownership guidelines and retention requirements, and an annual performance evaluation of the Board.
With respect to equity ownership guidelines for the Independent Directors, the Corporate Governance Guidelines provide that by the completion of five years of service from the date of the Separation or from joining the Board, whichever is later, an Independent Director is expected to own shares or OP units (as defined below) having a value of at least five times the annual cash retainer for independent directors. Due to the Separation and recent board refreshment, the Independent Directors are not yet required to have holdings in this amount. All of the Independent Directors except for Ms. Rexroad and Mr. Sullivan, who joined the Board within the past 18 months, have holdings in excess of this amount as of the date of this filing.
CORPORATE RESPONSIBILITY
At Aimco, corporate responsibility is an important part of our business. As with all other aspects of our business, our corporate responsibility program focuses on continuous improvement, to the benefit of our stockholders, our residents, our teammates, our communities, and the environment. We actively discuss these matters with our stockholders and solicit their feedback on our program.
The graphics at the beginning of this Proxy Statement describe some of the highlights of our corporate responsibility program. For more information on Aimco’s corporate responsibility program, please refer to Aimco’s most recent Corporate Responsibility Report, which is available on Aimco’s website (www.aimco.com).
INDEPENDENCE OF DIRECTORS
The Board has determined that to be considered independent, a director may not have a direct or indirect material relationship with Aimco or its subsidiaries (directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). A material relationship is one that impairs or inhibits, or has the potential to impair or inhibit, a director’s exercise of critical and disinterested judgment on behalf of Aimco and its stockholders. In determining whether a material relationship exists, the Board considers all relevant facts and circumstances, including whether the director or a family member is a current or former
employee of the Company, family member relationships, compensation, business relationships and payments, and charitable contributions between Aimco and an entity with which a director is affiliated (as an executive officer, partner or substantial stockholder). The Board consults with the Company’s counsel to ensure that such determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent director,” including but not limited to those categorical standards set forth in Section 303A.02 of the listing standards of the NYSE.
Consistent with these considerations, the Board has affirmatively determined the independence of Messrs. Allen, Leupp, Stone, Sullivan, and Sykes and Mses. Gibson, Rexroad, and Smith.
COMMUNICATING WITH THE BOARD OF DIRECTORS
The Company regularly engages with stockholders holding at least two-thirds of our outstanding shares. In 2023-2024, we engaged with stockholders representing more than 80% of our outstanding shares. We have always made our Board members available for engagement discussions.
Any interested parties desiring to communicate with the Board, Aimco’s Chairman of the Board, any of the other Independent Directors, any committee chair, or any committee member may directly contact such persons by directing such communications in care of Aimco’s Corporate Secretary. All communications received as set forth in the preceding sentence will be opened by the office of Aimco’s General Counsel for the sole purpose of determining whether the contents represent a message to Aimco’s directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the Board or any group or committee of directors, the General Counsel’s office will make sufficient copies of the contents to send to each director who is a member of the group or committee to which the envelope or e-mail is addressed.
To contact Aimco’s Corporate Secretary, correspondence should be addressed as follows:
Corporate Secretary
Office of the General Counsel
Apartment Investment and Management Company
4582 South Ulster Street, Suite 1450
Denver, Colorado 80237
DIRECTOR COMPENSATION
In formulating its recommendation for director compensation, the Nominating, Environmental, Social, and Governance Committee reviews director compensation for independent directors of companies in the real estate industry and companies of comparable market capitalization, revenue, and assets and considers compensation trends for other NYSE-listed companies. The Nominating, Environmental, Social, and Governance Committee also considers the size of the Board as compared to other boards, the participation of each independent director on committees, and the resulting workload on the directors. In addition, the Nominating, Environmental, Social, and Governance Committee considers the overall cost of the Board to the Company and the cost per director.
2023 COMPENSATION
For 2023, based on the advice of Aimco’s independent compensation consultant, Willis Towers Watson, with such advice based on a review of director compensation for Aimco’s identified peer group, compensation for the non-management directors included an annual fee of $200,000, payable up to 50% in the form of a cash retainer with the remainder in stock, stock options, and/or LTIP Units. The stock, stock options, and LTIP Units were awarded on February 1, 2023. The closing price of Aimco’s Common Stock on the NYSE on February 1, 2023, was $7.59. Ms. Rexroad, who joined the Board on March 27, 2023, was awarded a prorated annual fee of $150,000, which was awarded in stock on March 27, 2023. The closing price of Aimco’s Common Stock on the NYSE on March 27, 2023, was $7.13.
Additional retainers for Board leadership positions in 2023 were as follows: Chairman of the Board — $65,000; Audit Committee Chair — $20,000; Compensation and Human Resources Committee Chair — $15,000; Nominating, Environmental, Social, and Governance Committee Chair — $14,000; and Investment Committee Chair —$15,000. No meeting fees were paid to non-management directors for attending meetings of the Board and the committees on which they serve.
For the year ended December 31, 2023, Aimco paid the directors serving on the Board during that year as follows:
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| Name |
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Fees Earned or
Paid in Cash
($)(1) |
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Stock
Awards
($)(2) |
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Option
Awards
($)(3) |
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Non-Equity
Incentive Plan
Compensation
($) |
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Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings |
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All Other
Compensation
($) |
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Total ($) |
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| Quincy L. Allen |
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64,000 |
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151,398 |
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— |
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— |
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— |
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— |
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215,398 |
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| Terry Considine(4) |
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— |
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1,172,004 |
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— |
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— |
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— |
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— |
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1,172,004 |
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| Patricia L. Gibson |
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15,000 |
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201,864 |
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— |
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— |
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— |
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— |
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216,864 |
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| Jay Paul Leupp |
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20,000 |
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201,864 |
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— |
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— |
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— |
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— |
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221,864 |
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| Robert A. Miller(5) |
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— |
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— |
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200,002 |
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— |
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— |
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— |
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200,002 |
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| Wes Powell(6) |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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| Sherry L. Rexroad(7) |
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— |
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151,277 |
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— |
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— |
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— |
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— |
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151,277 |
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| Deborah Smith(8) |
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— |
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100,932 |
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100,001 |
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— |
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— |
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— |
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200,933 |
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| R. Dary Stone |
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65,000 |
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201,864 |
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— |
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— |
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— |
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— |
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266,864 |
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| James P. Sullivan |
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60,000 |
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141,311 |
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— |
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— |
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— |
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— |
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201,311 |
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| Kirk A. Sykes |
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115,000 |
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100,932 |
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— |
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— |
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215,932 |
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| (1) |
For 2023, each of the non-management directors were provided the opportunity to receive up to 50% of the $200,000 annual retainer, or $100,000, in cash. Amounts in this column also include cash retainers for Board leadership positions in 2023, as follows: Mr. Stone, Chairman of the Board — $65,000; Mr. Leupp, Audit Committee Chair — $20,000; Mr. Sykes, Compensation and Human Resources Committee Chair — $15,000; Mr. Allen, Nominating, Environmental, Social, and Governance Committee Chair — $14,000; and Ms. Gibson, Investment Committee Chair —$15,000. |
| (2) |
For 2023, each of the non-management directors were provided the opportunity to receive up to 100% of the $200,000 annual retainer in Aimco equity. Messrs. Allen, Leupp, Stone, Sullivan, and Sykes and Mses. Gibson, Rexroad, and Smith elected to receive all or a portion of the equity portion of their annual retainer in shares of Aimco’s Common Stock, and Mr. Considine elected to receive his annual retainer in LTIP Units. The shares were awarded on February 1, 2023, and the closing price of Aimco’s Common Stock on that date was $7.59. For the purposes of calculating the number of shares of stock to be granted, the dollar amount allocated to stock was divided by $7.52, which was the average closing trading price of Aimco’s Common Stock for the five-day trading period up to and including the date of grant. The dollar value shown above represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 and is calculated based on the closing price of Aimco’s Common Stock on the date of grant. |
The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent external audit firm retained to audit Aimco’s financial statements. As disclosed in our Current Report on Form 8-K filed with the SEC on May 13, 2024, in connection with a competitive process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, on May 9, 2024, the Audit Committee dismissed Ernst & Young LLP as the Company’s independent registered public accounting firm effective as of that date and approved the engagement of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year-ended December 31, 2024, subject to ratification by Aimco’s stockholders.
Ernst & Young LLP acted as the Company’s independent registered public accounting firm during the year ended December 31, 2023. The aggregate fees billed for services rendered by Ernst & Young LLP during the years ended December 31, 2023, and 2022, are described below under the heading “Principal Accountant Fees and Services.”
In selecting and overseeing the Company’s independent auditor, the Audit Committee considers, among other things:
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External data relating to audit quality and performance, including recent PCAOB reports on Grant Thornton LLP and its peer firms; |
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The appropriateness of Grant Thornton LLP’s fees; |
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The depths of Grant Thornton LLP’s capabilities, knowledge, expertise, experience, and resources to support Aimco’s business in the areas of accounting, auditing, internal control over financial reporting, tax and related matters; and |
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Grant Thornton LLP’s independence. |
Based on this evaluation, the Audit Committee believes that Grant Thornton LLP is independent and that it is in the best interests of Aimco and our stockholders to retain Grant Thornton LLP to serve as our independent auditor for the fiscal year ending December 31, 2024.
Representatives of each of Grant Thornton LLP and Ernst & Young LLP are expected to be present at the Annual Meeting, each having an opportunity to make a statement and respond to appropriate questions.
The affirmative vote of a majority of the votes cast regarding the proposal is required to ratify the selection of Grant Thornton LLP. Abstentions or broker non-votes will not be counted as votes cast and will have no effect on the result of the vote on the proposal. Unless instructed to the contrary in the proxy, the shares represented by the proxies will be voted FOR the proposal to ratify the selection of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
As discussed above, on May 9, 2024, the Audit Committee approved the engagement of Grant Thornton LLP as our independent registered public accounting firm, replacing Ernst & Young LLP, our prior independent registered public accounting firm.
Ernst & Young LLP’s reports on the Company’s consolidated financial statements for each of the two years ended December 31, 2023, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal years ended December 31, 2023 and 2022 and in the subsequent interim period through May 9, 2024, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Ernst & Young LLP on any
AUDIT COMMITTEE REPORT TO STOCKHOLDERS
The Audit Committee oversees Aimco’s financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process, including internal control over financial reporting and disclosure controls and procedures. A written charter approved by the Audit Committee and ratified by the Board governs the Audit Committee. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements in the Annual Report on Form 10-K with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.
The Audit Committee reviewed with the independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States, its judgment as to the quality, not just the acceptability, of the Company’s accounting principles. The Audit Committee also has discussed with the independent registered public accounting firm the matters required to be discussed under applicable requirements of the PCAOB and the SEC. In addition, the Audit Committee has received from the independent registered public accounting firm the written disclosures and letter required by applicable PCAOB requirements, and has discussed with the independent registered public accounting firm its independence from the Company and its management.
The Audit Committee discussed with the Company’s independent registered public accounting firm the overall scope and plans for its audit. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of its examination, its evaluation of the Company’s internal control over financial reporting, and the overall quality of the Company’s financial reporting. The Audit Committee held seven meetings during 2023.
None of the Audit Committee members have a relationship with the Company that might interfere with the exercise of the member’s independence from the Company and its management.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board approved, that the audited financial statements and management’s report on internal control over financial reporting be included in the Annual Report on Form 10-K for the year ended December 31, 2023, for filing with the SEC. The Audit Committee and the Board have also recommended, subject to stockholder ratification, the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
Date: May 9, 2024
JAY PAUL LEUPP (CHAIR)
SHERRY L. REXROAD
JAMES P. SULLIVAN
The above report will not be deemed to be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates the same by reference.
Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, we provide our stockholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of our named executive officers (“NEOs”) as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. Since the 2011 Annual Meeting of Stockholders, the Board has asked stockholders for an annual advisory vote to approve executive compensation. This policy will remain in effect until the next advisory (nonbinding) vote on the frequency of say on pay votes, which will be no later than the 2029 annual meeting of stockholders.
We believe our executive compensation program enables us to attract, motivate, and retain executive talent critical to our success, emphasizes pay-for-performance, and aligns our executives’ interests with those of our stockholders. A significant portion of our executives’ cash compensation is variable, at risk, and tied to the short-term success of the Company. Our long-term equity award program is a substantial component of our executive compensation program, with equity awards motivating our executives to lead the Company to achieve total stockholder return (“TSR”) greater than peers.
The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the overall compensation of our NEOs, as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC.
The vote is advisory, which means that the vote is not binding on the Company, our Board or the Committee. However, we take seriously the views of our stockholders, and to the extent there is any significant vote against our executive compensation as disclosed in this Proxy Statement, the Committee will evaluate whether any actions are necessary to address the concerns of stockholders. We currently ask our stockholders to approve, on a non-binding, advisory basis, the compensation of our NEOs on an annual basis, and we expect to hold the next such vote at our 2025 annual meeting of stockholders.
We are asking the Company’s stockholders to approve, on an advisory basis, the following resolution:
RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.
To be approved at the Annual Meeting, Proposal 3 must receive the affirmative vote of a majority of the total votes cast at the Annual Meeting. Abstentions and broker non-votes are not considered votes cast and will have no effect on the outcome of the vote.
Risk analysis of Aimco’s compensation programs
The Committee considers risk-related matters when making decisions with respect to executive compensation and has determined that neither Aimco’s executive compensation program nor any of its non-executive compensation programs create risk-taking incentives that are reasonably likely to have a material adverse effect on the organization. Aimco’s compensation programs align management incentives with the long-term interests of the Company.
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| Aimco’s Compensation Program Discourages Excessive Risk-Taking |
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| Limits on STI. The compensation of executive officers and other teammates is not overly weighted toward STI. Moreover, STI is capped. |
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| Use of LTI. LTI is included in target total compensation and typically vests over a period of three to four years. The vesting period encourages officers to focus on sustaining Aimco’s long-term performance. Executive officers with more responsibility for strategic and operating decisions have a greater percentage of their target total compensation allocated to LTI. LTI is capped at two times target, or 200%, for the CEO, and 1.67 times target, or 167%, for the other NEOs. |
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| Stock ownership guidelines and required holding periods after vesting. Aimco’s stock ownership guidelines require all executive officers to hold a specified amount of Aimco equity. Any executive officer who has not yet satisfied the stock ownership requirements for his or her position must retain LTI after its vesting until stock ownership requirements are met. These policies ensure each executive officer has a substantial amount of personal wealth tied to long-term holdings in Aimco stock. |
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| Shared performance metrics across the organization. A portion of STI for the NEOs is based upon Aimco’s performance against its corporate goals, which are reviewed and approved by the Committee. One hundred percent of Mr. Powell’s STI, and 50% of the STI for the other NEOs, is based upon Aimco’s performance against its corporate goals. In addition, having shared performance metrics across the organization reinforces Aimco’s focus on a collegial and collaborative team environment. |
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| LTI based on TSR. One hundred percent of the Mr. Powell’s LTI, and 67% of the LTI for the other NEOs, is based on relative TSR. |
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| Multiple performance metrics. Aimco had five corporate goals for 2023. In addition, through Aimco’s performance management program, Managing Aimco Performance, or MAP, which sets and monitors performance objectives for every teammate, each teammate had several different individual performance goals that are set at the beginning of the year and approved by management. Mses. Stanfield and Johnson had an average of six individual goals for 2023. Having multiple performance metrics inherently reduces excessive or unnecessary risk-taking, as incentive compensation is spread among a number of metrics rather than concentrated in a few. |
TOTAL COMPENSATION FOR 2023
For 2023, total compensation is the sum of base compensation earned in 2023, STI earned in 2023, and LTI awards granted in 2023. Additionally, total compensation for Ms. Stanfield includes a discretionary cash award approved by the Committee as described below under the heading “Other Compensation.”
Base Compensation for 2023
For 2023, Mr. Powell’s base compensation was set at $625,000 (an increase from his 2022 base compensation of $550,000), near the median for CEOs in Aimco’s peer group. Ms. Stanfield’s base compensation was set at $475,000 (an increase from her 2022 base compensation of $450,000) and Ms. Johnson’s base compensation was set at $425,000 (an increase from her 2022 base compensation of $395,000).
Short-Term Incentive Compensation for 2023
The Committee determined Mr. Powell’s STI by the extent to which Aimco met five designated corporate goals, which are described below and are referred to as Aimco’s Key Performance Indicators, or KPIs.
For the other NEOs, calculation of STI was determined by two components: Aimco’s performance against the KPI; and each officer’s achievement of her individual MAP goals. For example, if an executive’s target STI was $400,000 and weighted 50% on KPIs, then 50% of that amount, or $200,000, varied based on KPI results and
Capital Deployment and Allocation (20% of KPI). The primary objective of this goal was to fulfill the Company’s strategic objective of effectively deploying capital into its existing pipeline of previously identified and/or controlled investment opportunities. In 2023, Aimco invested $234 million, including $51 million of Aimco equity, into active development projects and another $19 million in planning across four markets. Additionally, Aimco closed a 20% non-controlling position in the Parkmerced mezzanine loan for $33.5 million. At the time of closing, the purchaser also pre-paid $4 million in interest on an option to acquire the remaining 80%. Separately, Aimco monetized its associated interest rate swaption for $54 million and invested the proceeds in a short-term treasury instrument as an ongoing hedge of the Parkmerced mezzanine loan investment. In total, Aimco monetized $91.5 million of its Parkmerced mezzanine investments. Aimco’s joint venture in Fort Lauderdale, Florida monetized an additional portion of its investment by closing on the sale of the second of three land parcels along Broward Avenue. The 1.1-acre land parcel was sold for $31.2 million, more than double the original purchase price per acre. This resulted in a payout on this goal of 25.00% for each of the NEOs.
Balance Sheet (20% of KPI). The primary objective of this goal was to fulfill the Company’s strategic objectives of maintaining abundant liquidity and other activities that strengthen Aimco’s balance sheet and add financial flexibility. As of December 31, 2023, Aimco had access to $289.3 million, including $122.6 million of cash on hand, $16.7 million of restricted cash, and the capacity to borrow up to $150.0 million on its revolving credit facility. As of December 31, 2023, 100% of Aimco’s total debt was either fixed rate or hedged with interest rate cap protection and, including contractual extensions, Aimco has only $8.5 million, or less than 1% of its total debt, maturing prior to May 2026. This resulted in a payout on the balance sheet goal of 25.00% for each of the NEOs.
Human Capital & Environmental, Social, and Governance (10% of KPI). The primary objective of this goal was to fulfill Aimco’s strategic objective of fostering a healthy environment of respect and innovation, empowering our human capital to create value, and furthering our broader commitment to corporate responsibility. In 2023, Aimco retained 100% of its officer team and reduced overall voluntary turnover by more than half year-over-year (from 14% voluntary turnover in 2022 to 6% in 2023). Every teammate is surveyed via a third-party, confidential survey performed on an annual basis. The team engagement score consists of the average of the responses to the questions that comprise the engagement index, on a scale of 1 to 5, for all teammates who complete the survey during the year. Team engagement for 2023 was 4.74 (up from 4.52 in 2022), a new Aimco record, based on a response rate of 100%. Aimco was recognized as a “Healthiest Employer” by the Denver Business Journal, the South Florida Business Journal, and Healthiest Employers of Greater Washington, D.C., and certified as a “Great Place to Work.” In 2023, Aimco refreshed its ESG policies and enhanced its disclosure pursuant to the TCFD. This resulted in a payout on the ESG goal of 15.00% for each of the NEOs.
Due to Aimco’s overall achievement on each of its 2023 goals, Aimco’s overall KPI performance was 119.80%. Accordingly, each NEO was awarded 119.80% of the portion of his or her target STI attributable to KPI.
Various of the key financial indicators we use in managing our business and in evaluating our financial condition and operating performance are non-GAAP measures. A reconciliation of non-GAAP financial measures used in this Proxy Statement to their most directly comparable GAAP financial measures is included in Appendix A to this Proxy Statement, entitled “Glossary and Reconciliations of Non-GAAP Financial and Operating Measures.”
Long-Term Incentive Compensation Awards for 2023
Under the 2023 LTI program for executive officers, two forms of LTI awards were granted to NEOs on February 1, 2023, as follows: (1) performance-based restricted stock, which was granted to Mr. Powell and Mses. Stanfield and Johnson, representing 100% of the 2023 LTI award for Mr. Powell and approximately two thirds of the respective
NEO Compensation for 2023
CEO Compensation. The Committee determined Mr. Powell’s STI for 2023 would be based entirely on Aimco’s performance against corporate goals, described above. The Committee calculated Mr. Powell’s STI by multiplying his STI target of $781,000 by 119.80%, which was the Committee’s payout determination having reviewed Aimco’s overall performance against corporate goals, as described in detail above. The Committee granted Mr. Powell’s LTI in the form of restricted stock on February 1, 2023, for the three-year performance period from January 1, 2023, through December 31, 2025; the LTI grant is entirely at risk, based on relative total stockholder returns over the performance period. Mr. Powell’s 2023 target compensation and incentive compensation is summarized as follows:
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Target Total Incentive Compensation |
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2023 Incentive Compensation |
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STI |
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LTI |
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| Target Total Compensation ($) |
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Paid Base ($) |
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STI ($) |
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LTI ($) |
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($)(1) |
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Time-Based Equity ($) |
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Performance-
Based Equity-
Restricted Stock
($)(2) |
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| 3,906,000 |
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625,000 |
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781,000 |
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2,500,000 |
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935,638 |
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— |
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2,500,000 |
| (1) |
Amount shown reflects the amount of 2023 STI paid to Mr. Powell. |
| (2) |
Amount shown reflects the value at grant, or “target” performance. The actual amount earned may range from 0% to 200% of this amount depending on performance results over the forward looking, three-year performance period ending December 31, 2025. The number of shares that are earned, if any, will vest 100% following the end of the three-year performance period, for a three-year vesting period. |
Other NEO Compensation. For Mses. Stanfield and Johnson, an allocation of the target STI was made as follows: 50% of the target STI was calculated based on Aimco’s performance against KPI and 50% of the target STI was calculated based on each executive’s achievement of her individual MAP goals. As described above, Aimco’s KPI performance was 119.80%. Accordingly, each was awarded 119.80% of the portion of her STI attributable to KPI.
In determining the MAP achievement component of 2023 STI, Mr. Powell made the following recommendations to the Committee: Ms. Stanfield’s MAP objectives were achieved at 170% of target for her contributions to Aimco’s balance sheet and to finance, capital allocation, and tax; and Ms. Johnson’s MAP objectives were achieved at 155% of target for her leadership over legal matters, human capital, ESG efforts, and information technology. The Committee reviewed and approved Mr. Powell’s recommendations with respect to Mses. Stanfield and Johnson. As described above, LTI for Mses. Stanfield and Johnson was granted on February 1, 2023, in the form of restricted stock. One-third of the LTI target vests ratably over three years, and is for the purpose of attracting and retaining key talent integral to the success of Aimco. Two-thirds of the LTI target is at risk, based on relative total stockholder returns for the three-year performance period from January 1, 2023, through December 31, 2025. Target compensation and incentive compensation for 2023 for Mses. Stanfield and Johnson is summarized as follows:
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Target Total Incentive Compensation |
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2023 Incentive Compensation |
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STI |
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LTI |
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Target Total
Compensation
($) |
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Paid Base
($) |
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STI
($) |
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LTI
($) |
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($)(1) |
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Time-Based
Restricted
Stock
($)(2) |
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Performance-
Based Restricted
Stock ($)(3) |
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| Ms. Stanfield |
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1,800,000 |
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475,000 |
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475,000 |
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850,000 |
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688,275 |
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283,333 |
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566,667 |
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| Ms. Johnson |
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1,411,000 |
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425,000 |
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361,000 |
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625,000 |
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496,014 |
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208,333 |
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416,667 |
| (1) |
Amounts shown reflect the 2023 STI paid to each of Mses. Stanfield and Johnson. |
| (2) |
Comprises one-third of the LTI target, vesting ratably over three years, and is for the purpose of attracting and retaining key talent integral to the success of Aimco. |
| (3) |
Amounts shown reflect the value at grant, or “target” performance. Actual amounts earned will be in a range of 0% to 200% of these amounts, depending on performance results for the three-year performance period from January 1, 2023, through December 31, 2025. |
Determination Regarding 2021 Performance Share Awards. As part of the 2021 LTI program, the Company granted performance-share awards that might be earned based on relative TSR as compared to the Russell 200 Value Index (one-third weighting), FTSE NAREIT Equity Apartments Index (one-third weighting), and Aimco’s identified peer group (one-third weighting) over a three-year performance period ending on December 31, 2023, with awards vesting 50% following the end of the three-year performance period (based on attainment of TSR targets) and 50% one year later, subject to continued employment on the applicable vesting date, for a four-year plan from start to finish. On January 31, 2024, the Committee determined that Aimco’s three-year TSR was 2,190 basis points higher than the Russell 200 Value Index, 3,020 basis points higher than the FTSE NAREIT Equity Apartments Index, and at the 92nd percentile of the identified peer group for the three-year performance period ending on December 31, 2023, resulting in the number of shares for the performance-vesting awards being earned at the maximum level of performance, or 200% of target, for each of the NEOs.
The chart below summarizes the results for the 2021 performance share awards, and provides performance as of December 31, 2023, for the “in progress” 2023 and 2022 and performance share awards.
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| Long Term Incentive Plan Award Status as of December 31, 2023 |
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| Three-Year Performance Period |
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2021 |
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2022 |
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2023 |
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2024 |
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2025 |
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Status |
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| 2023 – 2025 |
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33% Completed |
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Tracking at 56%, between Threshold and Target |
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| 2022 – 2024 |
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67% Completed |
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Tracking at 171%, between Target and Maximum |
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| 2021 – 2023 |
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100% Completed |
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Payout Achieved at Maximum Performance Level of 200% |
OTHER COMPENSATION
From time to time, Aimco determines to provide executive officers with additional compensation in the form of discretionary cash or equity awards. In reviewing Ms. Stanfield’s performance for 2023, Mr. Powell recommended to the Committee that Ms. Stanfield be provided a discretionary cash award in the amount of $75,000, for her efforts in negotiating and closing on the sale of a 20% non-controlling position in the Parkmerced mezzanine loan investment for $33.5 million plus $4 million in pre-paid interest on the remaining 80%, and the monetization of the associated interest rate swaption for $54 million. Because the cash bonus was a discretionary bonus paid in 2024, the bonus will be reflected in the 2024 Summary Compensation Table.
POST-EMPLOYMENT COMPENSATION AND EMPLOYMENT AND SEVERANCE ARRANGEMENTS
401(k) Plan
Aimco provides a 401(k) plan that is offered to all Aimco teammates. Aimco matches 100% of participant contributions to the extent of the first 3% of the participant’s eligible compensation and 50% of participant contributions to the extent of the next 2% of the participant’s eligible compensation. For 2023, the maximum match by Aimco was $13,200, which was the amount that Aimco matched for each of Mr. Powell and Mses. Stanfield and Johnson’s 2023 401(k) contributions.
Other than the 401(k) plan, Aimco does not provide post-employment benefits. Aimco does not maintain a defined benefit pension plan, a supplemental executive retirement plan, or any other similar arrangements.
Executive Employment Arrangements
2021 Powell Employment Agreement. On October 27, 2021, Aimco Development Company, LLC, an affiliate of the Company and the employer entity for Aimco’s employees, entered into an employment agreement with Mr. Powell (the “2021 Employment Agreement”). The Committee evaluated the terms of the 2021 Employment Agreement in comparison to those of the CEOs of Aimco’s peers. The 2021 Employment Agreement is for an initial term expiring on December 31, 2022. The 2021 Employment Agreement provides that on December 31, 2022, and on each subsequent one-year anniversary thereafter, the agreement shall be renewed for an additional one-year term unless either party gives written notice of intent not to renew to the other party at least 60 days before the end of the then calendar year. On December 31, 2022, the 2021 Employment Agreement was renewed for an additional one-year term.
The 2021 Employment Agreement provides that the Committee shall review and set Mr. Powell’s target total compensation on an annual basis in comparison to compensation paid to the Company’s peers, taking into consideration experience, performance, and other relevant factors.
Pursuant to the 2021 Employment Agreement, upon termination of Mr. Powell’s employment by Aimco Development Company, LLC without “Cause,” or by Mr. Powell for “Good Reason” (each as defined in the 2021 Employment Agreement), Mr. Powell is generally entitled to: (a) a lump sum cash payment equal to two times the sum of (i) his annual base salary for the calendar year of the date of termination, and (ii) his target annual bonus for the calendar year of the date of termination; (b) any short-term incentive bonus earned but unpaid for a prior fiscal year (the “Prior Year STI”); (c) a pro-rata portion of the short-term incentive bonus he would have earned for the year in which the termination occurs, based on the actual achievement of the applicable performance targets (the “Pro Rata STI”); and (d) an amount equal to the monthly COBRA premium for health and welfare plan coverage for Mr. Powell and his coverage dependents in effect on the date of termination (the “monthly COBRA reimbursement”) multiplied by 24 months. The vesting and exercisability of any equity awards held Mr. Powell on the date of termination would be determined in accordance with the applicable incentive plan and award agreement.
In the event of termination of Mr. Powell’s employment by Aimco without “Cause,” or by Mr. Powell for “Good Reason,” in either case, within the period commencing six months prior to and ending 24 months following a “Change in Control” (as defined in the 2021 Employment Agreement), then in lieu of the severance benefits described above, Mr. Powell will be entitled to: (a) a lump sum cash payment equal to three times the sum of (i) his annual base salary for the calendar year of the date of termination, and (ii) his target annual bonus for the calendar year of the date of termination; (b) the Prior Year STI; (c) the Pro Rata STI; (d) the monthly COBRA reimbursement multiplied by 36 months; and (e) 100% accelerated vesting of any unvested equity awards then held by Mr. Powell (with performance-vesting awards vesting at the greater of target and actual performance).
The 2021 Employment Agreement provides that if Mr. Powell’s employment is terminated by reason of his death or disability, then Mr. Powell will be eligible to receive the Prior Year STI and the Pro Rata STI. The vesting and exercise of any equity awards held by Mr. Powell at the time of his death or disability would be determined in accordance with the applicable incentive plan and award agreement.
In the event that any payment or benefit payable to Mr. Powell under the 2021 Employment Agreement would result in the imposition of excise taxes under the “golden parachute” provisions of Section 280G of the Internal Revenue Code, then such payments and benefits will either be made and/or provided in full or will be reduced such that the excise tax under Section 280G is not applicable, whichever is least economically disadvantageous to Mr. Powell. The 2021 Employment Agreement does not provide for any excise tax or other tax “gross-up” payment.
All severance payments and benefits under the 2021 Employment Agreement are subject to applicable withholding obligations, Mr. Powell’s execution and non-revocation of a release of claims, and compliance with certain non-competition, non-disclosure, and non-solicitation covenants.
Neither Ms. Stanfield nor Ms. Johnson has an employment agreement with the Company.
Executive Severance Arrangements
Aimco has an executive severance policy that provides that Aimco shall seek stockholder approval or ratification of any future severance agreement for any senior executive officer that provides for benefits, such as lump-sum or future periodic cash payments or new equity awards, in an amount in excess of 2.99 times such executive officer’s base salary and bonus. Compensation and benefits earned through the termination date, the value of vesting or payment of any equity awards outstanding prior to the termination date, pro rata vesting of any other long-term awards, or benefits provided under plans, programs or arrangements that are applicable to one or more groups of employees in addition to senior executives are not subject to the policy. It has been Aimco’s longstanding practice not to provide excessive severance arrangements.
Executive Severance Policy. On February 22, 2018, the Committee adopted the Apartment Investment and Management Company Executive Severance Policy (the “Executive Severance Policy”). The Executive Severance Policy superseded and replaced any employment agreement or other plan, policy or practice involving the payment of severance benefits to participants under the Executive Severance Policy. On April 28, 2021, the Committee amended the Executive Severance Policy in accordance with recommendations provided by the Committee’s compensation consultant to bring the policy in line with market. On October 27, 2021, the Committee amended the Executive Severance Policy to remove severance provisions for the Chief Executive Officer in connection with the Committee’s approval of an employment agreement for Mr. Powell that includes severance provisions that are consistent with the severance to which he may otherwise become entitled under the Executive Severance Policy. The Company’s Executive Vice Presidents, as determined on the records of the Company and any other entities through which the operations of the Company are conducted, are eligible to participate in the Executive Severance Policy. Each of Mses. Stanfield and Johnson are participants under the Executive Severance Policy.
The Executive Severance Policy provides that if the Company terminates a participant’s employment without “Cause,” or if the participant terminates his or her employment for “Good Reason” (each as defined in the Executive Severance Policy), then the participant will be eligible to receive the following benefits:
| • |
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a lump sum payment equal to the sum of (i) the annual base salary for the calendar year of the date of termination, and (ii) the target annual bonus for the calendar year of the date of termination; |
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a pro-rata portion of the short-term incentive bonus the participant would have earned for the year in which the termination occurs, based on the actual achievement of the applicable performance targets; and |
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with respect to each participant, an amount equal to their monthly COBRA premium reimbursement, multiplied by 18 months. |
The vesting and exercise of any equity awards held by a participant on the date of termination will be determined in accordance with the applicable incentive plan and award agreement.
Pursuant to the terms of the Executive Severance Policy, if the Company terminates a participant’s employment without Cause, or if the participant terminates his or her employment for Good Reason, in either case, within the period commencing six months prior to and ending 24 months following a “Change in Control” (as defined in the Executive Severance Policy), then in lieu of the severance benefits described above the participant will be eligible to receive the following benefits:
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a lump sum payment equal to two times the sum of (i) the annual base salary for the calendar year of the date of termination, and (ii) the target annual bonus for the calendar year of the date of termination; |
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a pro-rata portion of the short-term incentive bonus the participant would have earned for the year in which the termination occurs, based on the actual achievement of the applicable performance targets; |
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with respect to each participant, the monthly COBRA premium reimbursement multiplied by 24 months; and |
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100% accelerated vesting of any unvested equity awards then-held by the participant. |
The Executive Severance Policy provides that if the employment of the participant is terminated by reason of the participant’s death or disability, then the participant will be eligible to receive a pro-rated bonus for the year of termination. In addition, the vesting and exercise of any equity awards held by the participant at the time of his or her death or disability will be determined in accordance with the applicable incentive plan and award agreement.
In the event that any payment or benefit payable to a participant under the Executive Severance Policy would result in the imposition of excise taxes under the “golden parachute” provisions of Section 280G of the Internal Revenue Code, then such payments and benefits will either be made and/or provided in full or will be reduced such that the excise tax under Section 280G is not applicable, whichever is least economically disadvantageous to the participant. The Executive Severance Policy does not provide for any excise tax or other tax “gross-up” payment.
All severance payments and benefits under the Executive Severance Policy are subject to applicable withholding obligations, the participant’s execution and non-revocation of a release of claims, and compliance with certain non-competition, non-disclosure and non-solicitation covenants set forth in a restrictive covenant agreement that is appropriate for the participant’s position.
The Executive Severance Policy will remain in effect, subject to amendment, until terminated by the Board. The Board may terminate or amend the Executive Severance Policy at any time, so long as at least 90 days’ prior notice is provided to any participant if the termination or amendment of the Executive Severance Policy would materially or adversely affect the rights of the participant.
Non-Competition and Non-Solicitation Agreements
Effective in connection with their promotions by Aimco for Mr. Powell and Mses. Stanfield and Johnson, Aimco entered into certain non-competition and non-solicitation agreements with each executive. Mr. Powell’s non-competition and non-solicitation agreement was replaced by his 2021 Employment Agreement. Pursuant to these agreements, each of these NEOs agreed that during the term of his or her employment with the Company and for a period of two years following the termination of his or her employment without “Cause” (as defined in the non-competition and non-solicitation agreement), except in circumstances where there was a change in control of the Company, he or she would not (i) be employed by a competitor of the Company described on a schedule to the agreement, (ii) solicit other employees to leave the Company’s employment, or (iii) solicit
customers of Aimco to terminate their relationship with the Company. The agreements further require that the NEOs protect Aimco’s trade secrets and confidential information. For Mr. Powell, the non-solicitation requirement survives a change in control of the Company. For Mses. Stanfield and Johnson, the agreements provide that in order to enforce the above-noted non-competition condition following the executive’s termination of employment by the Company without cause, the executive will receive, for a period not to extend beyond the earlier of 24 months following such termination or the date of acceptance of employment with a non-competitor, (i) non-compete payments in an amount, if any, to be determined by the Company in its sole discretion and (ii) a monthly payment equal to two-thirds of such executive’s monthly base salary at the time of termination. For purposes of these agreements, “cause” is defined to mean, among other things, the executive’s (i) breach of the agreement, (ii) failure to perform required employment services, (iii) misappropriation of Company funds or property, (iv) conviction, plea of guilty, or plea of no contest to a crime involving fraud or moral turpitude, or (v) negligence, fraud, breach of fiduciary duty, misconduct or violation of law.
Equity Award Agreements
Double Trigger Vesting Upon Change in Control. The award agreements pursuant to which restricted stock, stock option, and/or LTIP Unit awards have been granted to Mr. Powell and Mses. Stanfield and Johnson, as applicable, provide that if (i) a change in control occurs and (ii) the executive’s employment with the Company is terminated either by the Company without “Cause” or by the executive for “Good Reason” (each as defined in the equity award agreement), in either case, within the period commencing six months prior to and ending 24 months following a change in control, then (a) for time-based restricted stock and/or LTIP Unit awards, all outstanding shares of restricted stock and LTIP Units shall become immediately and fully vested, and (b) for performance-based restricted stock, stock options, and/or LTIP Unit awards, all outstanding shares of restricted stock, stock options, and/or LTIP Units shall become immediately and fully vested based on the higher of actual or target performance through the truncated performance period ending on the date of the change in control, and all vested stock options will remain exercisable for the remainder of the term of the option.
Accelerated Vesting Upon Termination of Employment Due to Death or Disability. The award agreements pursuant to which restricted stock, stock option, and/or LTIP Unit awards have been granted to Mr. Powell and Mses. Stanfield and Johnson, as applicable, provide that upon a termination of employment due to death or disability, then (a) for time-based restricted stock and/or LTIP Unit awards, all outstanding shares of restricted stock and LTIP Units shall become immediately and fully vested, and (b) for performance-based restricted stock, stock option, and/or LTIP Unit awards, all outstanding shares of restricted stock, stock options, and/or LTIP Units shall become immediately and fully vested based on the higher of actual or target performance through the truncated performance period ending on the date of termination, and all vested stock options will remain exercisable for the remainder of the term of the option.
OTHER BENEFITS; PERQUISITE PHILOSOPHY
Aimco’s executive officer benefit programs are substantially the same as for all other eligible officers and employees. Aimco does not provide executives with more than minimal perquisites, such as reserved parking places.
STOCK OWNERSHIP GUIDELINES AND REQUIRED HOLDING PERIODS AFTER VESTING
Aimco believes that it is in the best interest of Aimco’s stockholders for Aimco’s executive officers to own Aimco equity. Every year, the Committee and CEO review Aimco’s stock ownership guidelines, each executive officer’s
holdings in light of the stock ownership guidelines, and each executive officer’s accumulated realized and unrealized restricted stock, stock option, and LTIP Unit gains. The Committee last updated the stock ownership guidelines in April 2022.
Equity ownership guidelines for all executive officers are determined as a multiple of the executive’s base salary. The Committee and management have established the following stock ownership guidelines for Aimco’s executive officers:
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| Officer Position |
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Ownership Target |
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| Chief Executive Officer |
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5x base salary |
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| Other Executive Vice Presidents |
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3x base salary |
Any executive officer who has not satisfied the stock ownership guidelines must, until the stock ownership guidelines are satisfied, hold 50% of any restricted stock that vests, after deduction of restricted stock sold for payment of income taxes related to the vesting, and hold shares equal to 50% of (i) the value realized upon option exercises less (ii) related income taxes.
Each of Mr. Powell and Mses. Stanfield and Johnson exceeded the ownership targets established in Aimco’s stock ownership guidelines as of the date of this filing.
ROLE OF OUTSIDE CONSULTANTS
The Committee has the authority under its charter to engage the services of outside advisors, experts and others to assist the Committee. In 2023, the Committee engaged Willis Towers Watson to advise the Committee regarding Aimco’s executive compensation plan. Willis Towers Watson did not provide other services to Aimco. The Committee assessed the independence of Willis Towers Watson pursuant to SEC rules and concluded that Willis Towers Watson is independent.
In 2023, the Committee directed Willis Towers Watson to: (i) perform studies of competitive compensation practices; (ii) develop conclusions and recommendations regarding Aimco’s executive compensation plans for consideration by the Committee; (iii) identify an executive compensation peer group; (iv) perform a benchmarking analysis of the base salary, STI, and LTI of the NEOs relative to competitive practices; (v) advise the Committee regarding stock ownership guidelines for the NEOs; and (vi) perform an assessment of the risks contained in Aimco’s incentive compensation plans.
BASE SALARY, INCENTIVE COMPENSATION, AND EQUITY GRANT PRACTICES
Base salary adjustments typically take effect on January 1. The Committee determines incentive compensation in late January or early February. STI is typically paid in February or March. LTI is granted on a date determined by the Committee, typically in late January or early February.
Aimco grants equity in three scenarios: in connection with its annual incentive compensation program as discussed above; in connection with certain new-hire or promotion packages; and for purposes of retention.
With respect to LTI, the Committee sets the grant date for the restricted stock, stock option, and LTIP Unit grants. The Committee typically sets grant dates at the time of its final compensation determination, generally in late January or early February. The date of determination and date of award are not selected based on share price. In the case of new-hire packages that include equity awards, grants are made on the executive’s start
date or on a date designated in advance based on the passage of a specific number of days after the executive’s start date. For non-executive officers, as provided for in the 2015 Plan, the Committee has delegated the authority to make equity awards, up to certain limits, to the Chief Financial Officer (Ms. Stanfield) and/or Corporate Secretary (Ms. Johnson). The Committee and Mses. Stanfield and Johnson time grants without regard to the share price or the timing of the release of material non-public information and do not time grants for the purpose of affecting the value of executive compensation.
2024 COMPENSATION TARGETS
Based on comparison to compensation paid to CEOs at Aimco’s peers, the Committee set Mr. Powell’s target total compensation (base compensation, STI and LTI) for 2024 at approximately $3.6 million, which approximated the peer median. The Committee set target total compensation (base compensation, STI and LTI) for 2024 for the other NEOs as follows: Ms. Stanfield — approximately $1.6 million; and Ms. Johnson — approximately $1.3 million. Aimco performance will determine the amounts paid for 2024 STI and the portion of LTI awards that vest, and such amounts may be less than, or in excess of, these target amounts. STI will be paid in cash. The LTI was granted on January 31, 2024, and was in the form of time- and performance-vesting restricted stock (or in the case of Mr. Powell, solely in the form of performance-vesting restricted stock).
ACCOUNTING TREATMENT AND TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION
The Committee generally considers the accounting treatment and tax implications of the compensation awarded or paid to our executives. Grants of equity compensation awards under our long-term incentive program are accounted for under FASB ASC Topic 718. Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to any publicly held corporation for compensation paid to certain executive officers that exceeds $1.0 million in any taxable year. The Company has awarded, and may continue to award, compensation as it considers appropriate that does not qualify for deductibility under Section 162(m).
Compensation and Human Resources Committee Report to Stockholders
The Compensation and Human Resources Committee held five meetings during the year ended December 31, 2023. The Compensation and Human Resources Committee has reviewed and discussed the Compensation Discussion & Analysis with management. Based upon such review, the related discussions, and such other matters deemed relevant and appropriate by the Compensation and Human Resources Committee, the Compensation and Human Resources Committee has recommended to the Board that the Compensation Discussion & Analysis be included in this Proxy Statement to be delivered to stockholders.
Date: April 24, 2024
QUINCY L. ALLEN
PATRICIA L. GIBSON
SHERRY L. REXROAD
KIRK A. SYKES (CHAIR)
The above report will not be deemed to be incorporated by reference into any filing by Aimco under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Aimco specifically incorporates the same by reference.
Certain Relationships and Related Transactions
POLICIES AND PROCEDURES FOR REVIEW, APPROVAL OR RATIFICATION OF RELATED PERSON TRANSACTIONS
Aimco recognizes that related person transactions can present potential or actual conflicts of interest and create the appearance that Aimco’s decisions are based on considerations other than the best interests of Aimco and its stockholders. Nevertheless, Aimco recognizes that there are situations where related person transactions may be in, or may not be inconsistent with, the best interests of Aimco and its stockholders. The Nominating, Environmental, Social, and Governance Committee, pursuant to a written policy approved by the Board, has oversight for related person transactions. The Nominating, Environmental, Social, and Governance Committee will review transactions, arrangements or relationships in which (1) the aggregate amount involved will or may be expected to exceed $100,000 in any calendar year, (2) Aimco (or any Aimco entity) is a participant, and (3) any related party has or will have a direct or indirect interest (other than an interest arising solely as a result of being a director of another corporation or organization that is a party to the transaction or a less than ten percent beneficial owner of another entity that is a party to the transaction). The Nominating, Environmental, Social, and Governance Committee has also given its standing approval for certain types of related person transactions such as certain employment arrangements, director compensation, transactions with another entity in which a related person’s interest is only by virtue of a non-executive employment relationship or limited equity position, and transactions in which all stockholders receive pro rata benefits.
SUBLEASE OF A PORTION OF AIMCO OFFICE SPACE
On January 25, 2019, Aimco entered into a sublease agreement (the “Sublease”) with an entity in which Mr. Considine, former Director who resigned from the Board in February 2023, has sole voting and investment power. Under this agreement, Aimco has subleased to said entity approximately 2,957 square feet of office space within the same building as Aimco’s corporate headquarters in Denver, Colorado, and consisting of excess space not needed by Aimco, on exactly the same terms as Aimco leases the space. The Sublease does not provide any benefit to the entity, as other space in the building requires comparable rent. The Sublease provides some benefit to Aimco as it gives Aimco the ability to put the excess space to productive use. The entity has a lease term less favorable than Aimco’s lease with the landlord, in that Aimco has the option to terminate the Sublease at any time, for any or no reason, upon six months’ notice. The Sublease has a term that began on April 1, 2019, and ends on April 30, 2029, the same term as the Aimco lease. The annual amount of rent in the first year was $78,361, subject to annual increases. The aggregate amount of rent expected to be paid under the Sublease, assuming the entire lease term is fulfilled, is approximately $850,000. The Nominating, Environmental, Social, and Governance Committee reviewed the Sublease and determined that it is in the best interests of Aimco and its stockholders.
RELATED PERSON TRANSACTIONS
In November 2019, Aimco confirmed an arrangement with Richard M. Powell, of R.M. Powell & Co., a contractor for Aimco since 1997 and father of Mr. Wes Powell, Director, President and CEO. Depending on the success of potential transactions identified by Mr. Richard Powell, he may earn fees in amounts in excess of $120,000. Pursuant to the Company’s related party transactions policy, the Nominating, Environmental, Social, and Governance Committee reviewed and approved the arrangement with Mr. Richard Powell, subject to the Committee’s subsequent review and approval of any specific transaction in which R.M. Powell & Co. provides services.
|
| INFORMATION ABOUT THE ANNUAL MEETING AND VOTING |
Why am I receiving these proxy materials?
These proxy materials are being furnished to you in connection with the solicitation of proxies by our Board of Directors for the Annual Meeting to be held on June 28, 2024 at 9:30 a.m. Mountain Daylight Time at Aimco’s corporate headquarters, 4582 South Ulster Street, Suite 1450, Denver, CO 80237. The proxy materials include detailed information about the matters that will be discussed and voted on at the Annual Meeting and furnish you with the information you need in order to vote, whether or not you attend the Annual Meeting in person.
Can I access the proxy materials on the Internet?
Yes. The Company’s Proxy Statement and the 2023 Annual Report are available free of charge at www.edocumentview.com/AIV. You may also obtain these materials on the SEC website at www.sec.gov.
Who can vote at the annual meeting?
To be entitled to vote, you must have been a stockholder of record at the close of business on May 13, 2024, the record date for our annual meeting. As of the record date, there were 144,827,125 shares of our common stock outstanding and entitled to vote at the annual meeting.
How many votes do I have?
Each share of our common stock that you own as of the record date will entitle you to one vote on each matter considered at the annual meeting.
How do I vote?
Aimco encourages stockholders to fill out and return the enclosed proxy card or vote by proxy via telephone or the Internet as instructed on your proxy card in advance of the Annual Meeting, even if you plan to attend the Annual Meeting.
What if I hold my shares in street name and I do not provide my broker, bank, trustee or other nominee with instructions about how to vote my shares?
Without your voting instructions, your broker, bank, trustee or other nominee may only vote your shares on proposals considered to be routine matters. The only routine matter being considered at the Annual Meeting is Proposal 2 (relating to the ratification of the independent registered public accounting firm). All other proposals and any other business that may properly come before the meeting or any adjournment thereof (other than Proposal 2) are considered non-routine matters. For non-routine matters, if you hold your shares in street name, your shares will not be voted without your specific voting instructions. We encourage you to instruct your broker, bank, trustee or other nominee to vote your shares by following the instructions on the enclosed proxy card.
Pay vs Performance Disclosure
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12 Months Ended |
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Dec. 31, 2023
USD ($)
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Dec. 31, 2022
USD ($)
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Dec. 31, 2021
USD ($)
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Dec. 31, 2020
USD ($)
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| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
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.
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Value of Initial Fixed $100
Investment Based on: |
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Summary Compensation Table Total for PEO (Wes Powell) ($) (1)(2) |
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Compensation
Actually Paid
to PEO (Wes
Powell) |
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Summary Compensation Table Total for PEO (Terry Considine) ($) (1)(2) |
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Compensation Actually Paid to PEO (Terry Considine) ($) (3)(4) |
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Average Summary Compensation Table Total for Non-PEO NEOs ($) (1)(2) |
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Average Compensation Actually Paid to Non-PEO NEOs ($) (3)(4) |
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Peer Group
Total
Shareholder
Return |
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Net
Operating
Income
Growth
(%) |
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$ |
4,073,841 |
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$ |
4,504,198 |
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N/A |
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N/A |
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$ |
1,923,812 |
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$ |
2,329,767 |
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|
$ |
144 |
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$ |
106 |
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($ |
157 |
) |
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9.3 |
% |
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$ |
2,858,721 |
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$ |
2,289,229 |
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N/A |
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N/A |
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$ |
1,677,369 |
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$ |
1,514,073 |
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$ |
119 |
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$ |
94 |
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$ |
92 |
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14.2 |
% |
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$ |
5,445,198 |
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$ |
7,581,973 |
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N/A |
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N/A |
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$ |
2,985,094 |
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$ |
3,467,622 |
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$ |
129 |
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$ |
139 |
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($ |
5 |
) |
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4.1 |
% |
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$ |
1,759,704 |
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$ |
1,065,897 |
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$ |
6,802,856 |
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($ |
7,081,374 |
) |
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$ |
1,772,355 |
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$ |
700,918 |
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$ |
88 |
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$ |
85 |
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($ |
6 |
) |
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(1.8 |
%) |
| (1) |
For each fiscal year, our PEOs and non-PEO NEOs (“other NEOs”) consisted of the individuals indicated in the table below: |
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Wes Powell |
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Wes Powell |
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Wes Powell |
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Wes Powell |
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Terry Considine |
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N/A |
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N/A |
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N/A |
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Lynn Stanfield |
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Lynn Stanfield |
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Lynn Stanfield |
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Lynn Stanfield |
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Jennifer Johnson |
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Jennifer Johnson |
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Jennifer Johnson |
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Jennifer Johnson |
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Paul Beldin |
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N/A |
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N/A |
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N/A |
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Lisa Cohn |
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N/A |
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N/A |
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N/A |
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Keith Kimmel |
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N/A |
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N/A |
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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: |
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Summary Compensation Table Total |
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$ |
4,073,841 |
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$ |
1,923,812 |
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Deduction for amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for applicable FY |
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($ |
2,500,003 |
) |
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($ |
739,796 |
) |
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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 |
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$ |
2,698,928 |
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$ |
786,765 |
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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 |
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$ |
118,289 |
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$ |
338,883 |
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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 |
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$ |
113,143 |
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$ |
20,104 |
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Increase based on dividends or other earnings paid during applicable FY prior to vesting date |
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$ |
0 |
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$ |
0 |
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Total Adjustments (a) |
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$ |
430,357 |
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$ |
405,956 |
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Compensation Actually Paid Total |
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$ |
4,504,198 |
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$ |
2,329,767 |
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(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. |
|
|
|
|
| Company Selected Measure Name |
Net Operating Income Growth
|
|
|
|
| Named Executive Officers, Footnote |
| (1) |
For each fiscal year, our PEOs and non-PEO NEOs (“other NEOs”) consisted of the individuals indicated in the table below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wes Powell |
|
Wes Powell |
|
Wes Powell |
|
Wes Powell |
|
|
|
|
|
|
|
Terry Considine |
|
N/A |
|
N/A |
|
N/A |
|
|
|
|
|
|
|
Lynn Stanfield |
|
Lynn Stanfield |
|
Lynn Stanfield |
|
Lynn Stanfield |
|
|
|
|
|
|
|
Jennifer Johnson |
|
Jennifer Johnson |
|
Jennifer Johnson |
|
Jennifer Johnson |
|
|
|
|
|
|
|
Paul Beldin |
|
N/A |
|
N/A |
|
N/A |
|
|
|
|
|
|
|
Lisa Cohn |
|
N/A |
|
N/A |
|
N/A |
|
|
|
|
|
|
|
Keith Kimmel |
|
N/A |
|
N/A |
|
N/A |
|
|
|
|
| Peer Group Issuers, Footnote |
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.
|
|
|
|
| Adjustment To PEO Compensation, Footnote |
| (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: |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 1,923,812
|
$ 1,677,369
|
$ 2,985,094
|
$ 1,772,355
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 2,329,767
|
1,514,073
|
3,467,622
|
700,918
|
| Adjustment to Non-PEO NEO Compensation Footnote |
| (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: |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
|
|
|
|
| Compensation Actually Paid vs. Net Income |
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
|
|
|
|
| Total Shareholder Return Vs Peer Group |
|
|
|
|
| Tabular List, Table |
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; |
|
|
|
|
| Total Shareholder Return Amount |
$ 144
|
119
|
129
|
88
|
| Peer Group Total Shareholder Return Amount |
106
|
94
|
139
|
85
|
| Net Income (Loss) |
$ (157,000,000)
|
$ 92,000,000
|
$ (5,000,000)
|
$ (6,000,000)
|
| Company Selected Measure Amount |
0.093
|
0.142
|
0.041
|
(0.018)
|
| Measure:: 1 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Net Operating Income Growth
|
|
|
|
| Measure:: 2 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Absolute TSR
|
|
|
|
| Measure:: 3 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Relative TSR
|
|
|
|
| Wes Powell [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| PEO Total Compensation Amount |
$ 4,073,841
|
$ 2,858,721
|
$ 5,445,198
|
$ 1,759,704
|
| PEO Actually Paid Compensation Amount |
$ 4,504,198
|
$ 2,289,229
|
$ 7,581,973
|
1,065,897
|
| PEO Name |
Wes Powell
|
|
|
|
| Terry Considine [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| PEO Total Compensation Amount |
|
|
|
6,802,856
|
| PEO Actually Paid Compensation Amount |
|
|
|
$ (7,081,374)
|
| PEO Name |
|
|
|
Terry Considine
|
| PEO | Wes Powell [Member] | The Stock Awards And Option Awards [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ (2,500,003)
|
|
|
|
| PEO | Wes Powell [Member] | Fair Value Of Awards Granted During Applicable Fy [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
2,698,928
|
|
|
|
| PEO | Wes Powell [Member] | Change In Fair Value Of Awards Granted During Any Prior Fy [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
118,289
|
|
|
|
| PEO | Wes Powell [Member] | Change In Fair Value Of Awards Granted During Any Prior Fy That Vested During Applicable Fy [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
113,143
|
|
|
|
| PEO | Wes Powell [Member] | Increase Based On Dividends Or Other Earnings Paid During Applicable Fy Prior To Vesting Date [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
| PEO | Wes Powell [Member] | Total Adjustments [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
430,357
|
|
|
|
| Non-PEO NEO | The Stock Awards And Option Awards [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(739,796)
|
|
|
|
| Non-PEO NEO | Fair Value Of Awards Granted During Applicable Fy [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
786,765
|
|
|
|
| Non-PEO NEO | Change In Fair Value Of Awards Granted During Any Prior Fy [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
338,883
|
|
|
|
| Non-PEO NEO | Change In Fair Value Of Awards Granted During Any Prior Fy That Vested During Applicable Fy [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
20,104
|
|
|
|
| Non-PEO NEO | Increase Based On Dividends Or Other Earnings Paid During Applicable Fy Prior To Vesting Date [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
| Non-PEO NEO | Total Adjustments [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ 405,956
|
|
|
|