AvalonBay Communities Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: AVB · Form: DEF 14A · Filed: Mar 28, 2024 · CIK: 915912

Avalonbay Communities Inc DEF 14A Filing Summary
FieldDetail
CompanyAvalonbay Communities Inc (AVB)
Form TypeDEF 14A
Filed DateMar 28, 2024
Risk Levelmedium
Pages15
Reading Time17 min
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Executive Compensation, Corporate Governance, AvalonBay Communities

TL;DR

<b>AvalonBay Communities Inc. filed its DEF 14A proxy statement on March 28, 2024, detailing executive compensation and corporate governance for the period ending May 16, 2024.</b>

AI Summary

AVALONBAY COMMUNITIES INC (AVB) filed a Proxy Statement (DEF 14A) with the SEC on March 28, 2024. AvalonBay Communities, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 28, 2024. The filing covers the period ending May 16, 2024. The company's principal executive offices are located at 4040 Wilson Boulevard, Suite 1000, Arlington, VA 22203. The company was incorporated in Maryland. The filing includes compensation details for executives such as Benjamin W. Schall and Timothy J. Naughton for the fiscal years 2023, 2022, and 2021.

Why It Matters

For investors and stakeholders tracking AVALONBAY COMMUNITIES INC, this filing contains several important signals. This DEF 14A filing is crucial for shareholders as it outlines executive compensation packages, providing transparency into how the company rewards its top management. Shareholders will use this information to make informed voting decisions on executive compensation and other corporate matters at the upcoming annual meeting.

Risk Assessment

Risk Level: medium — AVALONBAY COMMUNITIES INC shows moderate risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not inherently indicate significant positive or negative developments, but it does contain detailed executive compensation information that requires careful review by investors.

Analyst Insight

Review the executive compensation details and any shareholder proposals to inform voting decisions at the upcoming annual meeting.

Executive Compensation

NameTitleTotal Compensation
Benjamin W. SchallMember
Timothy J. NaughtonMember

Key Numbers

  • 2024-03-28 — Filing Date (DEF 14A filing date)
  • 2024-05-16 — Period of Report (Conformed period of report)
  • 1934 Act — SEC Act (Securities Exchange Act of 1934)
  • 001-12672 — SEC File Number (SEC file number for the company)
  • 770404318 — IRS Number (Company's IRS number)
  • MD — State of Incorporation (State where the company is incorporated)
  • 1231 — Fiscal Year End (Company's fiscal year end)

Key Players & Entities

  • AVALONBAY COMMUNITIES INC (company) — Filer name
  • AVB (company) — Ticker symbol
  • DEF 14A (filing) — Filing type
  • 2024-03-28 (date) — Filing date
  • 2024-05-16 (date) — Period of report
  • 4040 WILSON BOULEVARD STE 1000 (address) — Business address
  • Benjamin W. Schall (person) — Executive mentioned in compensation table
  • Timothy J. Naughton (person) — Executive mentioned in compensation table

FAQ

When did AVALONBAY COMMUNITIES INC file this DEF 14A?

AVALONBAY COMMUNITIES INC filed this Proxy Statement (DEF 14A) with the SEC on March 28, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by AVALONBAY COMMUNITIES INC (AVB).

Where can I read the original DEF 14A filing from AVALONBAY COMMUNITIES INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by AVALONBAY COMMUNITIES INC.

What are the key takeaways from AVALONBAY COMMUNITIES INC's DEF 14A?

AVALONBAY COMMUNITIES INC filed this DEF 14A on March 28, 2024. Key takeaways: AvalonBay Communities, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 28, 2024.. The filing covers the period ending May 16, 2024.. The company's principal executive offices are located at 4040 Wilson Boulevard, Suite 1000, Arlington, VA 22203..

Is AVALONBAY COMMUNITIES INC a risky investment based on this filing?

Based on this DEF 14A, AVALONBAY COMMUNITIES INC presents a moderate-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not inherently indicate significant positive or negative developments, but it does contain detailed executive compensation information that requires careful review by investors.

What should investors do after reading AVALONBAY COMMUNITIES INC's DEF 14A?

Review the executive compensation details and any shareholder proposals to inform voting decisions at the upcoming annual meeting. The overall sentiment from this filing is neutral.

Key Dates

  • 2024-03-28: Filing Date — Filing of Definitive Proxy Statement (DEF 14A)

Filing Stats: 4,354 words · 17 min read · ~15 pages · Grade level 13 · Accepted 2024-03-28 16:32:56

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 7 Proposal 1. Election of Directors 8 Director Nominees 10 Corporate Governance 16 Independence of the Board 16 Leadership Structure and Lead Independent Director 16 Succession Planning for Directors and Board Refreshment 17 Evaluation and Nomination of Director Candidates 17 Board of Directors Risk and ESG Oversight 17 Stockholder Engagement and Responsiveness 18 Board and Committee Self-Evaluation 19 Committees of the Board of Directors 19 Meetings and Attendance 21 Governance Documents 21 Contacting the Board 21 Human Capital Management 22 Transactions with Related Persons, Promoters and Certain Control Persons 24 Director Compensation 25 Director Stock Ownership Guidelines 25 Director Compensation Table 26 Proposal 2. Non-Binding, Advisory Vote on Executive Compensation 27 Compensation Discussion and Analysis 28 Executive Summary 29 Chief Executive Officer & President 2023 Compensation At-A-Glance 34 Our Compensation Decision-Making Process 35 2023 Compensation Framework and Decisions 37 Other Benefits 50 Compensation Policies 50 Risk Considerations 52 Compensation Committee Report 52 Compensation Committee Interlocks and Insider Participation 52

Executive Compensation Tables

Executive Compensation Tables 53 Summary Compensation Table 53 Grants of Plan-Based Awards 55 Outstanding Equity Awards at Fiscal Year-End 56 Option Exercises and Stock Vested 57 CEO Pay Ratio 57 Pay Versus Performance 58 Pay Versus Performance Table 58 Nonqualified Deferred Compensation 62 Potential Payments Upon Termination or Sale Event 63 Officers, Stock Ownership and Other Information 67 Executive and Senior Officers 67

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 68 Delinquent Section 16(a) Reports 69 Proposal 3. Ratification of Selection of Independent Auditors 70 Report of the Audit Committee 70 Fiscal 2022 and 2023 Audit Fee Summary 71 Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors 71 Other Matters 72 Solicitation of Proxies 72 Stockholder Nominations for Directors and Proposals for Annual Meetings 72 Some Questions You May Have Regarding This Proxy Statement 73 Appendix I 76 Definitions and Reconciliations of Non-GAAP Financial Measures and Other Terms 76 AvalonBay Communities 3 2024 PROXY STATEMENT Back to Contents Proxy Summary This summary highlights certain information about AvalonBay Communities, Inc., a Maryland corporation ("AvalonBay" or the "Company"), and its 2024 Annual Meeting of Stockholders and summarizes information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider. Please read the entire Proxy Statement before voting. This Proxy Statement and the accompanying Notice of Annual Meeting and proxy card are first being made available to stockholders on or about March 28, 2024. For more complete information regarding AvalonBay's 2023 performance, please review the Annual Report on Form 10-K for the year ended December 31, 2023, and the 2023 Annual Report to Stockholders, both of which are available online at www.proxyvote.com and on our website at investors.avalonbay.com. Materials located on or through our website and referenced in this Proxy Statement are not deemed to be part of this Proxy Statement and are not incorporated herein by reference. 2024 Annual Meeting of Stockholders Information Date and Time: Virtual Meeting Site: Record Date: Thursday, May 16, 2024, at 10:00 a.m., Eastern Time www.virtualshareholdermeeting.com/AVB2024 March 18, 2024 Meeting Agenda and

Executive Compensation Highlights

Executive Compensation Highlights AvalonBay's compensation program for executives and other employees is designed to: 1. Attract, retain, motivate and engage our employees 2. Align the interests of management with the interests of stockholders 3. Align pay with performance with clearly defined goals and measures of achievement 4. Focus on total compensation, consisting of base salary and incentive compensation Consistent with our total compensation philosophy, a substantial majority of the target pay for our named executive officers ("NEOs") is variable and contingent on performance. Target Total Compensation Mix CEO 2023 Target Pay Mix Other NEOs 2023 Average Target Pay Mix AvalonBay Communities 7 2024 PROXY STATEMENT Back to Contents Proposal 1. Election of Directors The Board of Directors (which we refer to as the "Board") currently consists of 12 members. All of the current directors are nominated for re-election at the Annual Meeting, except for W. Edward Walter, who has served as a director since 2008 and will be retiring from the Board at the time of the Annual Meeting. The Board has reduced the size of the Board to 11 to eliminate the vacancy resulting from Mr. Walter's retirement, effective at the time of the Annual Meeting. If elected, these 11 nominees will serve until the 2025 Annual Meeting of Stockholders and until their successors are elected and qualify. The Board anticipates that each of the nominees, if elected, will serve as a director. However, if any nominee is unable to serve or chooses not to serve, proxies will be voted for the election of such other person as the Board may recommend. You may not vote for more than 11 directors at the Annual Meeting. Required Vote and Recommendation Only holders of record of AvalonBay's common stock as of the close of business on the Record Date are entitled to vote on this proposal. Proxies will be voted for all of the nominees unless contrary instructions are set forth on a prop

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