AFL-CIO HIT Seeks Re-election of Chair, Key Trustees; EY Audit Ratification

TL;DR

**AFL-CIO HIT's virtual annual meeting is a rubber stamp for incumbent leadership and auditor, signaling stability but little change for participants.**

AI Summary

The AFL-CIO Housing Investment Trust (HIT) is holding its 2025 Annual Meeting of Participants virtually on December 17, 2025, at 3:00 p.m. EST. Key proposals include the re-election of Christopher B. Coleman as Chair of the Board of Trustees, and the election of Timothy J. Driscoll, Brendan Griffith, and Terry O’Sullivan as Class III Union Trustees, along with Kevin Filter as a Class III Management Trustee. All elected Class III Trustees will serve a three-year term ending in 2028, while the Chair will serve a one-year term ending in 2026. Participants will also vote to ratify Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025. As of the October 31, 2025 record date, there were 7,437,561.101 Units of Participation outstanding, with the ILWU-PMA Pension Plan holding 13.36% (994,173.117 units) and the National Electrical Benefit Fund holding 6.22% (462,614.693 units). The Board of Trustees recommends a 'FOR' vote on all proposals.

Why It Matters

This DEF 14A filing outlines critical governance decisions for the AFL-CIO Housing Investment Trust, directly impacting its strategic direction and oversight. The election of Christopher B. Coleman as Chair and the Class III Trustees, including new nominee Brendan Griffith, will shape the Trust's investment philosophy and commitment to union-built housing initiatives. For investors, particularly pension plans like ILWU-PMA and National Electrical Benefit Fund which hold significant units, these elections ensure continuity or potential shifts in leadership that could affect fund performance and risk management. The ratification of Ernst & Young LLP as auditor provides essential financial transparency and accountability, reinforcing investor confidence in a competitive real estate investment landscape.

Risk Assessment

Risk Level: low — The risk level is low as the filing primarily concerns routine governance matters: the re-election of existing trustees and the ratification of the independent auditor, Ernst & Young LLP. There are no indications of contested elections or significant changes in the Trust's operational or financial strategy. The Board of Trustees explicitly recommends a 'FOR' vote on all proposals, suggesting a smooth approval process.

Analyst Insight

Investors should review the biographies of the nominated trustees, particularly Brendan Griffith, to understand their backgrounds and potential influence on the Trust's future direction. While the proposals are routine, active participants should ensure their votes are cast by the December 16, 2025 deadline to exercise their governance rights, even if simply affirming the Board's recommendations.

Financial Highlights

debt To Equity

N/A

revenue

$N/A

operating Margin

N/A

total Assets

$N/A

total Debt

$N/A

net Income

$N/A

eps

$N/A

gross Margin

N/A

cash Position

$N/A

revenue Growth

N/A

Executive Compensation

Key Numbers

• December 17, 2025 — Date of Annual Meeting (Virtual meeting at 3:00 p.m. EST)
• October 31, 2025 — Record Date (For determining Participants entitled to vote)
• 7,437,561.101 — Units of Participation outstanding (As of the Record Date, each unit entitled to one vote)
• 13.36% — Ownership by ILWU-PMA Pension Plan (Represents 994,173.117 Units of Participation)
• 6.22% — Ownership by National Electrical Benefit Fund (Represents 462,614.693 Units of Participation)
• 2028 — Term expiration for Class III Trustees (Three-year term for elected Class III Union and Management Trustees)
• 2026 — Term expiration for Chair (One-year term for re-elected Chair Christopher B. Coleman)
• December 12, 2025 — Deadline to request virtual meeting attendance (Requests must be received by 8:00 p.m. EST)
• December 16, 2025 — Proxy voting deadline (By mail, internet, or QR code by 11:59 p.m. EST)
• 25 — Maximum number of Trustees (Board of Trustees may have up to 12 Union, 12 Management, and 1 Chair)

Key Players & Entities

• AFL-CIO Housing Investment Trust (company) — Registrant
• Christopher B. Coleman (person) — Nominee for Chair of the Board of Trustees
• Timothy J. Driscoll (person) — Nominee for Class III Union Trustee
• Brendan Griffith (person) — Nominee for Class III Union Trustee
• Terry O’Sullivan (person) — Nominee for Class III Union Trustee
• Kevin Filter (person) — Nominee for Class III Management Trustee
• Ernst & Young LLP (company) — Independent registered public accounting firm
• Chang Suh (person) — Chief Executive Officer & Chief Investment Officer
• ILWU-PMA Pension Plan (company) — Beneficial owner of 13.36% of Units of Participation
• National Electrical Benefit Fund (company) — Beneficial owner of 6.22% of Units of Participation

FAQ

Risk Factors

• Trustee Affiliations with Potentially Conflicting Organizations [medium — regulatory]: Several Trustees are associated with organizations that develop affordable housing, promote construction, or facilitate union employment. These organizations may, directly or indirectly, engage in transactions with HIT, creating potential conflicts of interest. The filing notes that no Trustee is an 'interested person' as defined by the 1940 Act.
• Virtual Meeting Logistics and Accessibility [low — operational]: The annual meeting is being held virtually, requiring participants to request attendance by December 12, 2025, 8:00 p.m. EST. Proxy voting has a deadline of December 16, 2025, 11:59 p.m. EST. Ensuring all participants can access and vote in the virtual format is an operational consideration.

Industry Context

The AFL-CIO Housing Investment Trust (HIT) operates within the affordable housing and real estate investment sector, often involving union labor and pension fund investments. The industry is influenced by government policy, interest rates, and the availability of financing for development and construction projects. Competition exists from other real estate investment vehicles and affordable housing developers.

Regulatory Implications

The HIT is subject to regulations governing investment companies, particularly the Investment Company Act of 1940. The filing addresses potential conflicts of interest arising from trustee affiliations, highlighting the need for compliance and disclosure. Ratification of the independent auditor is a standard regulatory requirement.

What Investors Should Do

1. Review the nominees for Class III Union and Management Trustee positions and vote 'FOR' their election if aligned with your investment objectives.
2. Vote 'FOR' the ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year ending December 31, 2025.
3. Ensure proxy votes are submitted by the deadline of December 16, 2025, 11:59 p.m. EST, to have your voice heard on the proposed matters.
4. If planning to attend the virtual meeting, request attendance by December 12, 2025, 8:00 p.m. EST.

Key Dates

• 2025-12-17: Annual Meeting of Participants — Participants will vote on key proposals, including trustee elections and ratification of the independent auditor.
• 2025-10-31: Record Date — Determines which participants are entitled to vote at the annual meeting. 7,437,561.101 Units of Participation were outstanding.
• 2025-12-12: Deadline to request virtual meeting attendance — Participants must request access to the virtual meeting by this date and time (8:00 p.m. EST).
• 2025-12-16: Proxy voting deadline — Proxies must be submitted by this date and time (11:59 p.m. EST) via mail, internet, or QR code.
• 2028-12-31: Term expiration for Class III Trustees — Elected Class III Union and Management Trustees will serve three-year terms ending in this year.
• 2026-12-31: Term expiration for Chair — Re-elected Chair Christopher B. Coleman will serve a one-year term ending in this year.

Glossary

Units of Participation

Represents ownership shares in the AFL-CIO Housing Investment Trust. Each unit typically entitles the holder to one vote. (The total number of outstanding units (7,437,561.101 as of Oct 31, 2025) determines the voting power of participants.)

DEF 14A

A proxy statement filing required by the U.S. Securities and Exchange Commission (SEC) for publicly traded companies, providing detailed information about matters to be voted on at shareholder meetings. (This document outlines the agenda and proposals for the HIT's Annual Meeting of Participants.)

Class III Union Trustee

A type of trustee elected to the Board of Trustees, representing union interests, and serving a specific term. (Timothy J. Driscoll, Brendan Griffith, and Terry O’Sullivan are nominated for these positions.)

Class III Management Trustee

A type of trustee elected to the Board of Trustees, representing management interests, and serving a specific term. (Kevin Filter is nominated for this position.)

1940 Act

The Investment Company Act of 1940, a U.S. federal law that regulates the organization of companies, including mutual funds, engaged primarily in investing, reinvesting, and trading in securities, and whose own securities are offered to the investing public. (Used to define 'interested person' in the context of trustee affiliations and potential conflicts of interest.)

Year-Over-Year Comparison

This filing pertains to the 2025 Annual Meeting. Key metrics such as revenue, net income, and debt levels are not provided in this DEF 14A, which focuses on governance and trustee elections rather than detailed financial performance. Comparisons to previous filings would require access to prior annual reports or proxy statements that contain such financial data.

Filing Documents

• aflcio-def14a_121725.htm (DEF 14A) — 345KB
• aflciodef14a001.jpg (GRAPHIC) — 11KB
• aflciodef14a002.jpg (GRAPHIC) — 7KB
• aflciodef14a003.jpg (GRAPHIC) — 3KB
• aflciodef14a004.jpg (GRAPHIC) — 3KB
• aflciodef14a005.jpg (GRAPHIC) — 2KB
• aflciodef14a006.jpg (GRAPHIC) — 2KB
• aflciodef14a007.jpg (GRAPHIC) — 1KB
• 0001999371-25-018091.txt ( ) — 386KB
• S000009768
• C000026832

Business

Business Experience During At Least Past 5 Years / Qualification for Board Service * Number of Series in Trust to be Overseen by Nominee Other Directorships Held by Trustee ** Christopher B. Coleman Age 63 Chair Service Commenced December 2020, Term Expires 2025 President and CEO, Twin Cities Habitat for Humanity; formerly, Mayor, City of Saint Paul, MN; President, National League of Cities; Member, St. Paul City Council; Investment Advisor, RBC Cain Rauscher. Mr. Coleman has particular knowledge and experience regarding real estate finance and construction, economic and community development and public policy. 2 None Timothy J. Driscoll Age 62 Union Trustee Service Commenced March 2020, Term Expires 2025 President, International Union of Bricklayers and Allied Craftworkers (“BAC”); Member, BAC Executive Board; Co-Chair of both Bricklayers and Trowel Trades International Pension Fund and International Health Fund; Member, Governing Board of Presidents, North America’s Building Trades Unions, AFL-CIO; formerly, Secretary-Treasurer and Executive Vice President, International Union BAC. Mr. Driscoll has particular knowledge and experience regarding pension plans, the construction industry and the labor movement. 2 None * No nominee Trustee is an “interested person” as defined in the Investment Company Act of 1940, as amended (the “1940 Act”). However, several of the Trustees are associated with organizations that, among other things, develop and manage affordable housing, promote the construction of affordable housing and/or facilitate employment for union members in the construction trades and related industries. From time to time, organizations with which Trustees may be associated may, directly or indirectly, be involved in a transaction in which the HIT is also a participant. ** Disclosure is related to the past 5-year period and is limited to directorships in a corporation o

Business

Business Experience During At Least Past 5 Years / Qualification for Board Service * Number of Series in Trust to be Overseen by Nominee Other Directorships Held by Trustee ** Brendan Griffith Age 44 None N/A President, New York City Central Labor Council (“NYC CLC”); Board Vice Chair New York Committee for Occupational Safety & Health; Adjunct Professor SUNY Empire State College Harry Van Arsdale Jr School of Labor Studies; formerly Chief of Staff and Assistant to the President, NYC CLC; apprenticed with Iron Workers Local 40; Mr. Griffith has knowledge and experience regarding public policy, the labor movement and the construction industry. 0 None Terry O’Sullivan Age 70 Union Trustee Service Commenced December 2019, Term Expires 2025 General President Emeritus, LIUNA; Labor Co-Chairman of the Laborers’ Training and Education Fund; Board Chairman of the LIUNA Charitable Foundation; Trustee, ULLICO; formerly General President, LIUNA. Mr. O’Sullivan has particular knowledge and experience regarding pension plans, the construction industry and the labor movement. 2 None 7 Name and Age Position Held with the HIT Term of Office and Length of Time Served Principal Occupation &

Business

Business Experience During At Least Past 5 Years / Qualification for Board Service * Number of Series in Trust to be Overseen by Nominee Other Directorships Held by Trustee ** Kevin Filter Age 72 Management Trustee Service Commenced December 2019, Term Expires 2025 Managing Principal, GFW Equities, Mud Duck Capital & Los Cielos; formerly International Director, JLL; Co-Founder, Principal and President, Oak Grove Capital; Co-Founder, Principal and President, Glaser Financial Group. Mr. Filter has particular knowledge regarding finance and investments, public policy, real estate and the construction industry. 2 None THE BOARD OF TRUSTEES RECOMMENDS THAT PARTICIPANTS VOTE “FOR” THE ELECTION OF THE NOMINEES AS CHAIR AND AS CLASS III UNION AND MANAGEMENT TRUSTEES, AS APPLICABLE. Incumbent Trustees The following incumbent Trustees will continue in office in accordance with the Trust’s Declaration of Trust and are expected to stand for re-election at subsequent Annual Meetings of Participants. Name and Age Position Held with the HIT Term of Office and Length of Time Served Principal Occupation & Business Experience During At Least Past 5 Years / Qualification for Board Service * Number of Series in Trust Overseen by Trustee Other Directorships Held by Trustee ** Paul A. Noble Age 59 Union Trustee Service Commenced March 2023, Term Expires 2026 International Secretary-Treasurer, International Brotherhood of Electrical Workers (“IBEW”); formerly International Vice President, Sixth District, IBEW. Mr. Noble has particular knowledge and experience regarding the construction industry, pension funds and the labor movement. 2 None * No Trustee is an “interested person” as defined in the Investment Company Act of 1940, as amended (the “1940 Act”). However, several of the Trustees are associated with organizations that, among other things, develop and manage affordable h

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