Document

DEF 14A 1 avbproxy2021def14a.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )


Filed by the Registrant ☒
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¨			Preliminary Proxy Statement
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x			Definitive Proxy Statement
¨			Definitive Additional Materials
¨			Soliciting Material under §240.14a‑12

AVALONBAY COMMUNITIES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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Dear Fellow Stockholders:

I welcome you to join me and the entire Board of Directors at our 2021 Annual Meeting of Stockholders, which will be held at 10:00 a.m. Eastern Daylight Time on May 20, 2021. The meeting will be held in a virtual meeting format via audio webcast only. Stockholders will not be able to attend the Annual Meeting physically but will be able to vote and submit questions online before and during the meeting.

At this year’s meeting we will vote on the election of 12 directors and the ratification of Ernst & Young as the Company’s independent auditor. We will also conduct a non‑binding, advisory vote to approve the compensation of the Company’s named executive officers.

Your vote is important. Whether or not you plan to attend the meeting, we want your shares to be represented. Please authorize a proxy to vote your shares as soon as possible electronically through the Internet, by telephone, or by completing, signing and returning the proxy card or voting instruction form enclosed with the Proxy Statement. For more detailed instructions on how to vote and attend the virtual audio webcast meeting, including submitting questions before and during the meeting, see pages 1-3 of the Proxy Statement.

Our Board of Directors values your participation as a stockholder and appreciates your continued support of AvalonBay.

April 7, 2021


			Sincerely,

			Timothy J. Naughton Chairman of the Board and Chief Executive Officer


AvalonBay Communities, Inc. 4040 Wilson Boulevard, Suite 1000 Arlington, VA 22203
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
			TO BE HELD ON MAY 20, 2021

NOTICE IS HEREBY GIVEN that the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of AvalonBay Communities, Inc., a Maryland corporation (the “Company”), will be held on Thursday, May 20, 2021, at 10:00 a.m., Eastern Daylight Time, in a virtual format via audio webcast only, for the following purposes:

1. To elect the following 12 directors to serve until the 2022 Annual Meeting of Stockholders and until their respective successors are elected and qualify: Glyn F. Aeppel, Terry S. Brown, Alan B. Buckelew, Ronald L. Havner, Jr., Stephen P. Hills, Christopher B. Howard, Richard J. Lieb, Nnenna Lynch, Timothy J. Naughton, Benjamin W. Schall, Susan Swanezy and W. Edward Walter.

2. To consider and vote upon ratification of the selection of Ernst & Young LLP by the Audit Committee of the Company’s Board of Directors to serve as the Company’s independent auditors for 2021.

3. To consider and vote upon a resolution to approve, on a non‑binding, advisory basis, the compensation of certain executives of the Company as more fully described in the accompanying Proxy Statement.

4. To transact such other business as may be properly brought before the Annual Meeting and at any postponements or adjournments thereof.

The Board of Directors has fixed the close of business on March 25, 2021 as the record date for determining the stockholders entitled to receive notice of and to vote at the Annual Meeting and at any postponements or adjournments thereof. Only holders of record of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at that time will be entitled to receive notice of and to vote at the Annual Meeting and at any postponements or adjournments thereof. The meeting will be held in a virtual meeting format via audio webcast only. Stockholders will not be able to attend the Annual Meeting physically but will be able to attend online and vote and submit questions online before and during the meeting.

The Annual Meeting can be accessed via the Company’s Annual Meeting Website at www.virtualshareholdermeeting.com/AVB2021 beginning 15 minutes prior to the scheduled start time of 10:00 a.m., Eastern Daylight Time. To attend the virtual meeting, holders of record and beneficial owners of AvalonBay Common Stock who received a Notice of Internet Availability of Proxy Materials, proxy card or instructions that accompanied proxy materials may visit www.virtualshareholdermeeting.com/AVB2021 and enter the 16-digit control number that accompanied such materials. A technical support telephone number will be made available on the virtual meeting platform when the registration window opens prior to the scheduled start time.

We request that you authorize a proxy to vote your shares, which is being solicited by the Board of Directors, by telephone or over the Internet by following the instructions on your proxy card. If you request printed copies of the Proxy Statement by mail, you may also authorize a proxy to vote your shares by completing and signing the enclosed proxy card and by mailing it promptly in the enclosed postage-prepaid envelope. Any proxy authorized by a holder of Common Stock may be revoked by delivering notice to the Company stating that the proxy is revoked using the same method as the original proxy authorization or by delivery of a properly authorized, later dated proxy. Holders of record of Common Stock who attend the Annual Meeting may vote during the meeting, even if they have previously delivered a signed proxy or authorized a proxy by telephone or over the Internet, but the attendance (without further action) of a stockholder at the Annual Meeting will not constitute revocation of a previously delivered proxy.

To ensure access, all validated stockholders may submit questions in advance, beginning on April 7, 2021, by visiting www.proxyvote.com, and may submit questions during the meeting by visiting the Annual Meeting Website at www.virtualshareholder meeting.com/AVB2021.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 20, 2021:

The Notice of Annual Meeting, Proxy Statement, Annual Report to Stockholders and Annual Report on Form 10-K for the year ended December 31, 2020, are available at www.proxyvote.com.

By Order of the Board of Directors

Arlington, Virginia Edward M. Schulman

April 7, 2021 Corporate Secretary

Proxy Statement Table of Contents


		Page

I.	Some Questions You May Have Regarding This Proxy Statement	1

II.	Proxy Summary	4

III.	Human Capital: AvalonBay's Culture & Workforce	6

IV.	Proposals	9

	Proposal 1—Election of Directors	9
	Required Vote and Recommendation	9
	Information Regarding Nominees	10
	Proposal 2—Ratification of Selection of Independent Auditors	15
	Required Vote and Recommendation	15
	Proposal 3—Non-Binding, Advisory Vote on Executive Compensation	15
	Required Vote and Recommendation	16
	Other Matters	16

V.	Corporate Governance And Related Matters	17

	Code of Ethics and Corporate Governance Guidelines	17
	The Board of Directors and its Committees	17
	Stockholder Engagement and Responsiveness	22
	Contacting the Board	22
	Report of the Audit Committee	23
	Fiscal 2019 and 2020 Audit Fee Summary	23
	Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors	23
	Transactions with Related Persons, Promoters and Certain Control Persons	24

VI.	Compensation	25

	Compensation Discussion and Analysis	25
	Compensation Committee Report	53
	Compensation Committee Interlocks and Insider Participation	53
	Summary Compensation Table	54
	Grants of Plan Based Awards	55
	Outstanding Equity Awards at Fiscal Year End	56
	Option Exercises and Stock Vested	57
	Nonqualified Deferred Compensation	57
	Potential Payments Upon Termination or Sale Event	59
	Director Compensation and Director Stock Ownership Guidelines	63
	CEO Pay Ratio	65

VII.	Officers, Stock Ownership And Other Information	66

	Executive and Senior Officers	66
	Security Ownership of Certain Beneficial Owners and Management	67

VIII.	Other Matters	69

	Solicitation of Proxies	69
	Stockholder Nominations for Directors and Proposals for Annual Meetings	69


I. Some Questions You May Have Regarding This Proxy Statement

Q. Why am I receiving these materials and what is included in the proxy materials?

A. The proxy materials for our 2021 Annual Meeting of Stockholders include the Notice of Annual Meeting, this Proxy Statement, our Annual Report to Stockholders for the year ended December 31, 2020 (the "Annual Report"), and the Company's Form 10-K for the year ended December 31, 2020. If you received a paper copy of these materials, the proxy materials also include a proxy card or voting instruction form. The accompanying proxy is solicited on behalf of the Board of Directors of the Company. We are providing these proxy materials to you in connection with our 2021 Annual Meeting of Stockholders to be held on Thursday, May 20, 2021, at 10:00 a.m., Eastern Daylight Time, via audio webcast at www.virtualshareholdermeeting.com/AVB2021, and any postponements or adjournments thereof (the “Annual Meeting” or the “2021 Annual Meeting”). As a Company stockholder, you are invited to attend the Annual Meeting audio webcast and are entitled and requested to vote on the proposals described in this Proxy Statement.

Q. Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the full set of proxy materials?

A. This year, we are again using the SEC rule that allows companies to furnish their proxy materials over the Internet. As a result, we are mailing to many of our stockholders a Notice of Internet Availability of the proxy materials (the “Notice”) instead of a paper copy of the proxy materials. All stockholders receiving the Notice will have the ability to access the proxy materials over the Internet and to request a paper copy.

Q. How can I access the proxy materials electronically?

A. This Proxy Statement, our 2020 Annual Report to Stockholders and our Annual Report on Form 10‑K for the year ended December 31, 2020 are available online at www.proxyvote.com. Instead of receiving a Notice or copies of our future annual reports, proxy statements, and proxy cards by mail, stockholders can elect to receive an email that will provide electronic links to our proxy materials and an electronic link to the proxy voting site. Choosing to receive your future proxy materials online will save us the cost of printing and mailing documents to you and help conserve natural resources. You may sign up for electronic delivery by visiting www.proxyvote.com. If you elect to receive these materials by electronic delivery, you may change your election at any time.

Q. Who may vote at the Annual Meeting?

A. You may vote all the shares of our common stock, par value $0.01 per share (“Common Stock”), that you owned at the close of business on March 25, 2021, the record date for determining stockholders entitled to receive notice of, and to vote on, these matters (the “Record Date”). On the Record Date, the Company had 139,604,350 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. You may cast one vote for each share of Common Stock held by you on all matters.

Q. How do I listen to and attend the audio webcast of the Annual Meeting?

A. This year’s Annual Meeting will again be held entirely via a live audio webcast. You are entitled to attend the Annual Meeting only if you were a stockholder of record of the Company on the Record Date or if you hold a valid proxy for the Annual Meeting. Beneficial holders of our Common Stock who received, with the proxy materials, instructions with a 16-digit control number may also attend the Annual Meeting. You will be able to attend the Annual Meeting and submit your questions before and during the Annual Meeting by visiting www.virtualshareholdermeeting.com/AVB2021 and entering the 16-digit control number included in your proxy card, or voting instruction form or notice obtained from a bank or broker or stockholder of record.

Q. What if I have technical difficulties or trouble accessing the virtual meeting?

A. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual audio webcast of the Annual Meeting. If you encounter any difficulties accessing the Annual Meeting or during the Annual Meeting, please call the technical support telephone number that will be posted at www.virtualshareholdermeeting.com/AVB2021.

Q. What constitutes a quorum at the Annual Meeting?

A. The presence, in person or by proxy, of holders of a majority of all of the shares of Common Stock entitled to vote is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and “broker non‑votes” will be counted for purposes of determining whether a quorum is present for the transaction of business at the Annual Meeting. A “broker non‑vote” refers to a share represented at the meeting held by a broker, as to which instructions have not been received from the beneficial owner or person entitled to vote such share and with respect to which, on one or more but not all matters, the broker does not have discretionary voting power to vote such share.

Note that under New York Stock Exchange (“NYSE”) rules, if you hold shares through a bank, broker or other institution and you do not provide your voting instructions to them at least ten days before the Annual Meeting, that firm has the discretion to vote your shares on proposals that the NYSE has determined are routine, such as the ratification of the appointment of the independent public accounting firm. A bank, broker or institution that holds your shares cannot vote your shares on non‑routine matters, such as the election of directors, approval of compensation‑related matters, or a proposal submitted by a stockholder, without your voting instructions.

Q. What proposals will be voted on at the Annual Meeting?

A. At the Annual Meeting, stockholders will be asked to: (1) elect 12 directors of the Company, (2) consider and vote upon ratification of the selection of Ernst & Young LLP as the Company’s independent auditors for 2021, (3) consider and vote upon a resolution to approve, on a non‑binding, advisory basis, the Company’s named executive officer compensation, and (4) transact such other business as may be properly brought before the Annual Meeting, in each case as specified in the Notice of Annual Meeting and more fully described in this Proxy Statement.

Q. How do I vote?

A. Whether you hold shares directly as the stockholder of record or indirectly as the beneficial owner of shares held for you by a broker or other nominee (i.e., in “street name”), you may direct your vote without attending the Annual Meeting. You may vote by granting a proxy or, for shares you hold in street name, by submitting voting instructions to your broker or nominee. In most instances, you will be able to do this over the Internet, by telephone or, if you request printed copies of the proxy materials, by mail. Please refer to the summary instructions below and those included on your proxy card or, for shares you hold in street name, the voting instruction card provided by your broker or nominee.

By Internet - If you have Internet access, you may authorize your proxy from any location in the world by following the “By Internet” instructions on the proxy card or, if applicable, the Internet voting instructions that may be described on the voting instruction card sent to you by your broker or nominee.

By Telephone - If you are calling from the United States or Canada, you may authorize your proxy by following the “By Telephone” instructions on the proxy card or, if applicable, the telephone voting instructions that may be described on the voting instruction card sent to you by your broker or nominee.

By Mail - If you request printed copies of the proxy materials, you may authorize your proxy by signing your proxy card and mailing it in the enclosed, postage‑prepaid and addressed envelope. For shares you hold in street name, you may sign the voting instruction card included by your broker or nominee and mail it in the envelope provided.

For shares held directly in your name, you may change your proxy instructions at any time prior to the vote at the Annual Meeting. You may do this by granting a new properly executed and later‑dated proxy using the same method you originally used to authorize your proxy, by filing a written revocation with the Secretary of the Company at the address of the Company set forth above, or by attending the Annual

Meeting and voting during the meeting. Attendance at the Annual Meeting without further action will not cause your previously granted proxy to be revoked. You may change your proxy instructions for shares you beneficially own by submitting new voting instructions to your broker or nominee in the manner and within the time periods they prescribe.

If a properly signed proxy is submitted but not marked as to a particular item, the proxy will be voted (i) FOR the election of the nominees for director of the Company named in this Proxy Statement, (ii) FOR the ratification of the selection of Ernst & Young LLP as the Company’s independent auditors for 2021, and (iii) FOR the non‑binding, advisory resolution to approve the Company’s named executive officer compensation. It is not anticipated that any matters other than those set forth in the Proxy Statement will be presented at the Annual Meeting. If other matters are presented, proxies will be voted in the discretion of the proxy holders.

Q. What is householding?

A. If you and other residents at your mailing address own shares of Common Stock in street name, your broker, bank or other nominee may have sent you a notice that your household will receive only one Annual Report, Notice of Annual Meeting and Proxy Statement. This procedure is known as “householding” and is intended to reduce the volume of duplicate information stockholders receive and also reduce our printing and postage costs. If you consented or were deemed to have consented to householding, your broker, bank or other nominee may send one copy of our Annual Report, Notice of Annual Meeting and Proxy Statement to your address for all residents that own shares of Common Stock in street name. If you wish to revoke your consent to householding, you must contact your broker, bank or other nominee. If you are receiving multiple copies of our Annual Report, Notice of Annual Meeting and Proxy Statement, you may be able to request householding by contacting your broker, bank or other nominee.

If you wish to request extra copies free of charge of our Annual Report or Proxy Statement, please send your request to the Corporate Secretary at the address below, call us with your request at 703‑329‑6300 or visit the “Investor Relations” section of our website at www.avalonbay.com.

The Company’s 2020 Annual Report to Stockholders and a copy of the Company’s Annual Report on Form 10‑K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”), are being made available to stockholders concurrently with the availability of this Proxy Statement. The Annual Report to Stockholders and Form 10‑K, however, are not part of the proxy solicitation materials. A copy of any or all exhibits to the Company’s Annual Report on Form 10‑K, and a copy of the Company’s Code of Business Conduct and Ethics, may be obtained free of charge by writing to the Company at its principal executive offices at the following address: AvalonBay Communities, Inc., 4040 Wilson Boulevard, Suite 1000, Arlington, VA 22203, Attention: Corporate Secretary or by accessing the “Investor Relations” section of the Company’s website (www.avalonbay.com).


Date and Time:			Thursday, May 20, 2021, at 10:00 a.m., Eastern Daylight Time
Virtual Meeting Site:			www.virtualshareholdermeeting.com/AVB2021
Record Date:			March 25, 2021


Proposal	Board’s Voting Recommendation	Page References
1. Election of Directors	FOR EACH NOMINEE	9-14
2. Ratification of Selection of Independent Auditor	FOR	15
3. Non-Binding, Advisory Vote to Approve Executive Compensation	FOR	15-16


Corporate Governance Best Practices

Commitment to Board refreshment including guidelines on director and committee chairman tenure
Board, committee and director evaluations
Annual election of all directors and majority voting in uncontested elections
Lead Independent Director
Independent Audit, Compensation and Nominating and Corporate Governance Committees
Regular executive sessions of independent directors, including at each regularly scheduled Board meeting
Director and senior officer stock ownership guidelines
Robust Anti-Hedging, Anti-Speculation and No Pledging policies
Policy regarding stockholder approval of future severance agreements that provide for severance benefits above a certain level
Bylaws contain provisions for stockholder rights relating to proxy access and Bylaw amendments
Policy on recoupment of incentive compensation (clawback policy)
No stockholder rights plan (“poison pill”) and policy regarding adoption of future plans
Double-trigger equity compensation vesting in the event of a change in control
Policy on political contributions and government relations
Policy to encourage and reimburse directors for attendance at director education events
Published comprehensive sustainability and corporate social responsibility report
Annual advisory vote to ratify independent auditor
Annual advisory vote on executive compensation


The Board of Directors unanimously recommends a vote FOR all of the Nominees.


Timothy J. Naughton Age: 59 Director Since: September 2005	AvalonBay Committees:	Other Public Company Boards:
	Investment and Finance	Park Hotels and Resorts, Inc.
Mr. Naughton is the Company’s Chairman of the Board and Chief Executive Officer and has been a director of the Company since September 2005. He has served as Chairman of the Board since May 2013, as Chief Executive Officer since January 2012, and served as President from February 2005 until January 2021. Mr. Naughton’s prior roles included serving as the Company’s Chief Operating Officer, Chief Investment Officer, and Regional Vice President - Development and Acquisitions. Mr. Naughton has been with the Company and its predecessors since 1989. Mr. Naughton is a director of Park Hotels & Resorts, Inc., a publicly traded hotel real estate investment trust. He is a former Chairman of the National Association of Real Estate Investment Trusts (“Nareit”). Mr. Naughton is also a member of The Real Estate Round Table, is a member and past chairman of the Multifamily Council of the Urban Land Institute (“ULI”), and is a member of the Real Estate Forum. He sits on the board of the Jefferson Scholars Foundation at the University of Virginia. Mr. Naughton received his Master of Business Administration from Harvard Business School in 1987 and earned his undergraduate degree from the University of Virginia, where he was elected to Phi Beta Kappa.


Benjamin W. Schall Age: 46 Director Since: January 2021	AvalonBay Committees:	Other Public Company Boards:
	Investment and Finance	None currently
Mr. Schall has been the Company’s President and a director of the Company since January 2021. Before joining the Company, Mr. Schall was the Chief Executive Officer and President and a trustee of Seritage Growth Properties, a publicly traded real estate investment trust principally engaged in owning, developing and managing a diversified portfolio of retail and mixed-use properties throughout the United States. Prior to joining Seritage in those roles in May 2015, Mr. Schall served as Chief Operating Officer of Rouse Properties, Inc., a publicly traded mall and retail REIT (since acquired) from 2012 to 2015, and prior to that as Senior Vice President of Vornado Realty Trust, a publicly traded REIT that owns, manages and develops office and retail assets. Mr. Schall is a Trustee of the International Council of Shopping Centers ("ICSC") and a member of Nareit. Mr. Schall is Co-Chair of the Board of University Settlement, a non-profit service provider in New York City. Mr. Schall received his Master of Business Administration from Harvard Business School in 2003 and earned his undergraduate degree from Swarthmore College.


Glyn F. Aeppel Age: 62 Director Since: May 2013	AvalonBay Committees:	Other Public Company Boards:
	Investment and Finance Nominating and Corporate Governance	Simon Property Group, Inc.
Ms. Aeppel has more than 30 years of experience in property acquisitions, development and financing. Ms. Aeppel established a hotel investment and advisory company, Glencove Capital, in June 2010, and serves as its President and Chief Executive Officer. From October 2008 to May 2010, Ms. Aeppel served as Chief Investment Officer of Andre Balazs Properties, an owner, developer and operator of luxury hotels. From April 2006 to October 2008, she served as Executive Vice President of Acquisitions and Development for Loews Hotels and as a member of its Executive Committee. From April 2004 to April 2006, she was a principal of Aeppel and Associates, a hospitality advisory development company, during which time she assisted Fairmont Hotels and Resorts in expanding in the United States and Europe. Prior to April 2004, Ms. Aeppel held executive positions with Le Meridien Hotels, Interstate Hotels and Resorts, Inc., FFC Hospitality, LLC, Holiday Inn Worldwide and Marriott Corporation. Ms. Aeppel is a director of Simon Property Group, Inc., a publicly traded real estate investment company. She also serves on three private company boards: Exclusive Resorts, Gilbane, Inc. and Concord Hospitality Enterprises. Ms. Aeppel received a Master of Business Administration from Harvard Business School and an undergraduate degree from Principia College.


Terry S. Brown Age: 59 Director Since: January 2015	AvalonBay Committees:	Other Public Company Boards:
	Investment and Finance (Chair) Nominating and Corporate Governance	None currently
Mr. Brown is the Chairman and Chief Executive Officer of Asana Partners, a private real estate investment company, which he helped found in 2015. Prior to that he was Chairman and Chief Executive Officer of EDENS, one of the country’s leading private owners, operators and developers of retail real estate. Mr. Brown joined EDENS as its CEO in 2002. Before joining EDENS he was Chief Executive Officer of Anderson Corporate Finance LLC (NASD broker dealer subsidiary of Arthur Andersen LLP) where he was responsible for strategy and investment banking activities on a global basis across the real estate, manufacturing, technology, services and energy industries. Mr. Brown is a summa cum laude graduate of the University of Georgia with a Bachelor of Business Administration degree.


Alan B. Buckelew Age: 72 Director Since: September 2011	AvalonBay Committees:	Other Public Company Boards:
	Audit Compensation	None currently
Mr. Buckelew retired in December 2018 from his position as Chief Information Officer of Carnival Corporation, a publicly traded cruise line holding company, a position he had held since December 2016. From 2013 to 2016 he served as Carnival’s Chief Operating Officer. Prior to that he was President of Princess Cruises, Inc. from 2004 to 2013, overseeing the brand and operations of Princess Cruises. Mr. Buckelew also served as Chief Operating Officer for Cunard Cruise Line from 2004 to 2007. Prior to these roles, Mr. Buckelew served from 2000 to 2004 as Executive Vice President of Corporate Services and Chief Financial Officer for Princess Cruises, with responsibility for the Company’s strategic planning, marketing and yield management functions. Mr. Buckelew is a director of the Vietnam Veterans Memorial Fund. Mr. Buckelew received an undergraduate degree and Master of Business Administration from the University of California, Los Angeles.


Ronald L. Havner, Jr. Age: 63 Director Since: September 2014	AvalonBay Committees:	Other Public Company Boards:
	Audit (Chair) Investment and Finance	Public Storage PS Business Parks, Inc. Shurgard Self-Storage, SA
Mr. Havner is the Chairman of the Board of Public Storage, a publicly traded self-storage facility real estate investment trust, a position he has held since 2011. Mr. Havner stepped down from the additional position of Chief Executive Officer of Public Storage at the end of 2018, a position he had held since 2002. Mr. Havner has been Chairman of the Board of PS Business Parks, Inc., a publicly traded real estate company, since March 1998 and is Chairman of the Board of Shurgard Self-Storage SA, an owner and operator of self-storage facilities in Europe whose shares are listed for trading on the Euronext Brussels Exchange. Mr. Havner is a previous Chairman of the Board of Governors of Nareit. Mr Havner holds a Bachelor of Arts in Economics from the University of California, Los Angeles.


IV. PROPOSALS


Christopher B. Howard Age: 52 Nominee	AvalonBay Committees: (proposed following Annual Meeting)	Other Public Company Boards:
	Audit Investment and Finance	None currently
Dr. Howard is the President of Robert Morris University (PA) (“RMU”), a position he has held since February 2016. RMU, in Pittsburgh, PA, is a nationally ranked doctoral-granting university with approximately 5,000 students and more than 90 undergraduate and graduate degree programs across four academic schools. Prior to his appointment as president of RMU, Dr. Howard had been, since 2010, the president of Hampden-Sydney College and, before that, he served as vice president for leadership and strategic initiatives at the University of Oklahoma. Dr. Howard’s experience includes service in both the military (he earned a Bronze Star for his service in Afghanistan in 2003) and the private sector (he worked in a variety of capacities at both General Electric and Bristol-Myers Squibb). Dr. Howard serves and has served as a board member or trustee of a number of non-profits, including organizations focused on education and career advancement for military personnel and underprivileged youth. Dr. Howard is a Distinguished Graduate of the U.S. Air Force Academy; the University of Oxford where, as a Rhodes Scholar, he earned his doctorate in politics; and the Harvard Business School with Distinction.


Stephen P. Hills Age: 62 Director Since: September 2017	AvalonBay Committees:	Other Public Company Boards:
	Audit (current) Compensation (proposed) Investment and Finance	None currently
In 2016, Mr. Hills joined the Georgetown University Law Center, where he is the Founding Director of the law school’s Business Law Scholars Program. Prior to joining Georgetown Law, Mr. Hills worked for 28 years with the Washington Post, where he had served since 2002 as President and General Manager. Mr. Hills holds an undergraduate degree from Yale University and a Master of Business Administration from Harvard Business School.


Richard J. Lieb Age: 61 Director Since: September 2016	AvalonBay Committees:	Other Public Company Boards:
	Audit Compensation (Chair)	CBL & Associates Properties, Inc. VEREIT, Inc. iStar, Inc.
Mr. Lieb is a Senior Advisor at Greenhill & Co., LLC, a publicly traded investment bank. Prior to that he was a Managing Director and Chairman of Real Estate at Greenhill. Mr. Lieb previously served Greenhill in a variety of senior positions, including as head of Greenhill’s Real Estate, Gaming and Lodging Group. Mr. Lieb was also Greenhill’s Chief Financial Officer from 2008 to 2015. Prior to joining Greenhill in 2005, Mr. Lieb spent more than 20 years with Goldman, Sachs & Co., where he headed its Real Estate Investment Banking Department from 2000 to 2005. Mr. Lieb is also a director of CBL & Associates Properties, Inc, VEREIT, Inc. and iStar, Inc., each a publicly traded REIT. Mr. Lieb holds a Master of Business Administration from Harvard Business School and a BA from Wesleyan University.


Nnenna Lynch Age: 49 Nominee	AvalonBay Committees: (proposed following Annual Meeting)	Other Public Company Boards:
	Audit Investment and Finance	None currently
Ms. Lynch is the Founder and CEO of Xylem Projects, a real estate development venture that she founded in July 2018. Xylem focuses on creating mixed-use projects that serve residents and neighborhoods. Prior to founding Xylem Projects, Ms. Lynch was Head of Development at The Georgetown Company, a real estate investment and development company that she joined in March 2014. Prior to joining The Georgetown Company, Ms. Lynch had served, since 2008, as a Senior Policy Advisor in the Bloomberg mayoral administration in New York City where, among other duties, she led initiatives that resulted in the redevelopment and construction of new housing and commercial space. In both the private sector and as a public employee, Ms. Lynch helped to plan and create affordable housing in New York City. Ms. Lynch graduated from Villanova University and the University of Oxford where, as a Rhodes Scholar, she earned a master’s degree in social anthropology. Ms. Lynch serves as a board member or trustee of a number of non-profits, including the Van Alen Institute, which focuses on helping create equitable cities through inclusive design. Ms. Lynch also serves on the Board of Trustees of Villanova University.


Susan Swanezy Age: 62 Director Since: September 2016	AvalonBay Committees:	Other Public Company Boards:
	Nominating and Corporate Governance (Chair) Investment and Finance	None currently
Since 2010, Ms. Swanezy has been a partner at Hodes Weill & Associates L.P., a global advisory firm focused on the real estate investment management industry. Previously, Ms. Swanezy served as Managing Director, Global Head of Capital Raising for Real Estate Products at Credit Suisse Group AG, and held a variety of positions at Deutsche Bank AG and its affiliates, including serving as a Partner and Managing Director - Client Relations for RREEF, the real estate investment management business of Deutsche Bank’s Asset Management division. In addition to her real estate experience, Ms. Swanezy brings a deep network of relationships and knowledge of both the public and private capital markets. Ms. Swanezy has a BS degree from the School of Foreign Service, Georgetown University.


W. Edward Walter Age: 65 Director Since: September 2008	AvalonBay Committees:	Other Public Company Boards:
	Compensation Nominating and Corporate Governance Lead Independent Director	Ameriprise Financial, Inc.
Mr. Walter has served as the Global Chief Executive Officer for the Urban Land Institute ("ULI") since June 2018. Prior to that he was the Robert and Lauren Steers Chair in Real Estate at the Steers Center for Global Real Estate at Georgetown University’s McDonough School of Business where he continues to serve as an adjunct professor. He served as President and Chief Executive Officer of Host Hotels and Resorts, Inc. (“Host”), a publicly traded premier lodging real estate company, from October 2007 through December 2016, with his employment ending on January 31, 2017. From 2003 until October 2007, he served as Executive Vice President and Chief Financial Officer of Host. From 1996 until 2003 he served in various senior management positions with Host, including Chief Operating Officer. Mr. Walter is also past Chairman of Nareit, the past Chairman of the Federal City Council and a member of the Board of Visitors of the Georgetown University Law Center. Mr. Walter serves on the board of Ameriprise Financial, Inc., a publicly traded financial planning services company. Mr. Walter received his undergraduate degree from Colgate University and a law degree from Georgetown University.


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			[Name of Director or Group of Directors]
			c/o AvalonBay Communities, Inc. 4040 Wilson Boulevard, Suite 1000 Arlington, VA 22203
			Attention: Corporate Secretary


	2019	2020
Audit fees	$2,163,075	$2,181,404
Audit related fees(1)	$611,628	$450,167
Tax fees(2)	$873,719	$651,233
All other fees	$0	$0


Name			Title
Timothy J. Naughton			Chairman, Chief Executive Officer and President
Kevin P. O’Shea			Chief Financial Officer
Matthew H. Birenbaum			Chief Investment Officer
Sean J. Breslin			Chief Operating Officer
William M. McLaughlin			Executive Vice President Development & Construction


	What We Did		Why We Did It
2020 Annual Cash Bonus	Added GRESB Real Estate score, weighted 7.5%	→	GRESB score, assessed by an independent third party, provides a multifaceted approach in capturing AVB’s improvements in ESG performance as compared to other real estate companies. Our GRESB score reflects AVB’s success in integrating ESG into its overall business strategy through public disclosure and commitments.
	Added Customer Satisfaction measures totaling 7.5%: a.Mid-Lease Net Promoter Score (“NPS”) b.Online Reputation Sentiment	→	Mid-Lease NPS and Online Reputation Sentiment measure our residents’ satisfaction and feedback on our product and service sourced from independent third parties.
CEO Annual Cash Bonus	Increased the corporate component from 75% to 90% and reduced the individual component from 25% to 10%	→	Given the addition of ESG metrics and Customer Satisfaction measures sourced from independent parties, the Compensation Committee increased the weight of the corporate component to better align with shareholders’ interests as over 50% of the CEO’s target bonus would be financially driven with 90% corporate focused and 10% individual focused.
CEO Annual Stock Bonus	Replaced NPS with Same Store Base Rental Revenue versus submarket composite	→	With NPS added to the annual cash bonus program, and to avoid the duplication of goals, Same Store Base Rental Revenue versus submarket composite was added to measure business operations.
2020 - 2022 Performance Award	Replaced Absolute Three-Year Total Shareholder Return measure with Three-Year Relative Net Asset Value (“NAV”)/Share Growth against multi-family peer	→	The NAV metric captures NAV growth through portfolio management and new investment and reflects management’s success in creating value. NAV growth results from the execution of sound property operations, investment strategy and capital allocation.


Component	Changes Made	Unadjusted Achievement	Adjusted Achievement
2018 – 2020 Performance Awards	No changes made on pre-established goals, metrics, or allocations due to COVID-19
2019 – 2021 Performance Awards
2020 – 2022 Performance Awards
Annual Cash Bonus	Reduced Core FFO/Share weight by 25 percentage points and allocated the reduction to pandemic response	51.2%	76.2%
CEO Stock Bonus	Reduced existing metrics by half and allocated the reductions to CEO leadership during the pandemic	55.2%	77.6%


Performance Measure	Weight	Threshold	Target	Max	Actual	% of Target Payout
2020 Development Yield (Actual of 5.2% vs. Target Yield of 5.9%)	15%	-0.75%	0.0%	0.75%	-0.7%	52.0%


Performance Measure	Original Weight	Revised Weight	Threshold	Target	Max	Actual	% of Target Payout
Same Store Controllable NOI vs. Budget	25%	12.5%	-3.00%	+/-1.50%	3.00%	-3.78%	0.0%
Same Store Base Rental Revenue vs. Submarket Composite	25%	12.5%	-1.00%	0 - 1.0%	2.00%	-0.53%	73.8%
Review and Assessment of Development Starts and Completions against Plan in terms of Capital Cost	25%	12.5%	Start Volume: Target $1.16 billion versus Actual $0.5 million Completion Volume: Target $1.36 billion versus Actual $0.7 million				29.6%
Review and Assessment of Construction Budget weighted 15% and Safety Performance weighted 10% for Full Year Performance	25% Budget Safety	12.5% Budget Safety	-3.00% 0.9	+/-1.5% 0.93 – 0.97	+3.00% '1.00	1.77% 0.987	91.2% 157.4%
CEO Leadership During the Pandemic	0%	50.0%	Ensuring the safety of our associates and residents during unprecedented times and continuing business operations safely and carefully				100.0%
Total	100%	100%				Original 55.2% Revised 77.6%

SEC Form DEF 14A filed by AvalonBay Communities, Inc.