DEF 14A

We remain inspired by our founders, who have always led with integrity. Today, our growth continues to be guided by the same true north: to earn the trust of those who rely on us by doing the right thing. We apply high ethical standards to our operations and processes, so that our decisions result in long-term value for all our stakeholders.

3

new trustees added in 2020

5.9YRS

average tenure of trustees

77%

of trustees are independent

Good governance: We observe good governance practices, including an independent chairperson, board diversity by race and gender, annual trustee elections, majority voting, majority voting standard for bylaw amendments and mergers and acquisitions, special meeting rights and no poison pill, clawback or anti-hedging provisions. We also opted out of certain Maryland provisions that can limit shareholder rights.

Board refreshment: We are committed to regular board refreshment. Since the beginning of 2020, we have added three new trustees, including one female trustee and one Black trustee. All three qualify as independent and bring extensive operational and executive experience to the Board of Trustees (the “Board”). The average tenure of our trustees is 5.9 years, and we enforce a mandatory retirement age of 75.

Board oversight of ESG: In 2020, we formalized Board oversight for ESG as part of committee responsibilities, which we put into practice throughout 2021. The Nominating and Corporate Governance Committee has overall responsibility for our ESG program with specific topics overseen by the other Board committees. The Human Capital and Compensation Committee oversees our programs on talent, leadership and culture, which include diversity, equity and inclusion. The Audit Committee oversees the company’s policies and procedures with respect to cybersecurity risk management.

Cybersecurity: In order to protect our residents, employees, vendors and investors in the digital age, we prioritize cybersecurity and data privacy risk oversight and ensuring compliance with legal standards for

DEF 14A 1 d254582ddef14a.htm DEF 14A DEF 14A

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 ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12


		AMERICAN HOMES 4 RENT
		(Name of Registrant as Specified In Its Charter)

		(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

A Message from Our Chairman

Dear American Homes 4 Rent shareholders:

As we embark on the second decade of our business, I want to thank you for your support and confidence in our ongoing mission to simplify the way America lives. We have accomplished tremendous success in the last ten years. Together, we transformed the real estate sector by developing an innovative product: the professionally-managed single-family rental home.

Our original purpose was to provide a high-quality, accessible housing option with superior service. Our work in the early days rehabilitated communities and stabilized the housing market after The Great Recession. Today, our industry is 30% larger than when we began. We operate in 22 states and more than 30 markets, delivering an exceptional leasing experience to 200,000+ residents across the country.

In 2021 alone, we experienced a year of outsized growth, punctuated by: ending the year with 3,000 more homes than we started with, totaling 57,024 homes; revenues in excess of $1.3 billion; and an increase in core funds from operations per share of 17% over the prior year. But our most meaningful accomplishment has been cementing a robust foundation for the future. Bolstered by our strong balance sheet, our diversified portfolio, our relentless focus on resident satisfaction and our values-driven culture, we look forward to building on this foundation into another decade.

In order to continue making a positive impact on our residents, our employees and you, our investors, we ask for your voting support on the proposals detailed in this proxy statement. We encourage you to review each proposal closely before voting.

In light of continued health concerns relating to COVID-19, we are once again hosting our Annual Meeting of Shareholders virtually. On behalf of the Board of Trustees, I am pleased to invite you to join us on Tuesday, May 3, 2022, at 9:00 a.m., Pacific Time, virtually or by proxy. You will be able to participate, vote your shares electronically and submit your questions during the meeting by visiting: www.virtualshareholdermeeting.com/AMH2022.

Your vote is important and we urge you to cast it as soon as possible. You may vote your shares online, by telephone or via mail following the instructions on the proxy card or voting instruction form by signing, dating and returning the enclosed proxy card. If you attend the virtual Annual Meeting, you may revoke your proxy at the meeting and vote your shares virtually.

If you have any questions, please contact D.F. King & Co., Inc., our proxy solicitor assisting us in connection with the 2022 Annual Meeting. Shareholders in the U.S. and Canada may call toll-free at (877) 283-0321. Banks and brokers may call collect at (212) 269-5550.

Sincerely,

LOGO

Kenneth M. Woolley

Chairman of the Board

March 18, 2022

A Message from Our CEO

Dear American Homes 4 Rent shareholders:

At our core, we work to provide American households access to the joys of single-family living. Since 2011, we have delivered this through high-quality homes with the added support of our professional leasing, property management and maintenance services. We simplify a basic need in our residents’ lives, so that they can focus on what is truly important to them—so that they can sleep easier at night and spend more time with their families on weekends. Taking care of people has always been at the heart of our business. And we take this responsibility seriously.

Today, we continue investing in creating a resilient, sustainable and inclusive organization to earn the trust of those who rely on us—and deliver lasting value to you, our shareholders, as well as our residents and employees. This year, we were honored to be named one of America’s Most Responsible Companies by Newsweek and Statista, a Great Place to Work^® and a Top ESG Performer in our sector by Sustainalytics. As we build the future of America, we remain firmly committed to leading the housing industry with integrity and operating mindfully in our workplaces, our residences and our communities.

Since last year’s report, we launched an Employee Stock Purchase Program, a Tuition Reimbursement Program, Employee Resource Groups and a Workday Peakon Employee Voice survey platform to strengthen the dedicated team that fulfills our mission. We also piloted a renewable energy program at select amenity centers, conducted a materiality assessment to identify the most critical sustainability issues for our organization and started implementing an Environmental Management System to better manage our ecological footprint. Additionally, we formalized a Sustainability function to hold us accountable to the corporate governance standards that pillar responsible business, consistent with our founding principles. We have always taken the long view, inspired by the visionaries that established our company, and our second chapter will read no differently.

As we turn the page on a new decade, we remain sharply focused on providing quality and simplicity through our products and services, meeting the evolving demands and realities of the current generation and contributing long-term solutions to a challenging housing landscape. According to the U.S. Census, our country is short five million housing units. Put simply, America needs more and better housing. Through our development pipeline, we are delivering Class-A residences that are adding critical supply, upgrading the rental stock, stabilizing local neighborhoods and economies and offering a viable option for working families in an underserved market. On the heels of our debut as a top national homebuilder on the Builder100 List this summer, we launched our 100^th new community. And we are only at the dawn of our growth in this sector.

After ten years of success and innovation in redefining the concept of single-family living, we are positioned now for an even bolder future as an established real estate leader. Our purpose today, and beyond, is to empower the millions of households already choosing to rent single-family homes in the U.S. with a better option—an option that is not just mortgage-free but stress-free, and accommodates an unburdened lifestyle of flexibility and mobility in the era of remote work. We are looking forward to the next chapter in our journey to walk America home, and we are grateful that you march with us.

Sincerely,

LOGO

David P. Singelyn

Chief Executive Officer and Trustee

March 18, 2022

Notice of the 2022 Annual Meeting of Shareholders

Date and Time

Tuesday, May 3, 2022 at
9:00 a.m., Pacific Time

Virtual Location

Visit:
www.virtualshareholdermeeting.com/AMH2022

Items of Business



1		To elect as trustees the thirteen nominees named in the attached proxy statement to serve until the 2023 Annual Meeting of Shareholders;

2		To ratify the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;

3		To hold a non-binding, advisory vote to approve our named executive officer compensation; and

4		To consider and act upon any other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Recommendations of the Board

The Board of Trustees unanimously recommends that you vote “FOR” each of the trustee nominees named in the attached proxy statement, “FOR” ratification of the appointment of Ernst & Young LLP and “FOR” approval, on an advisory basis, of our named executive officer compensation. Detailed information concerning these proposals is included in the accompanying proxy statement.

Proxy Materials

The notice of meeting, proxy statement and Annual Report on Form 10-K are available free of charge at: www.americanhomes4rent.com/Investors/AnnualMeetingDocs2022. The proxy statement and accompanying proxy card are being sent or made available to you on or about March 18, 2022.

Record Date

You are entitled to vote at the meeting if you were a shareholder of record at the close of business on March 7, 2022 of our Class A or Class B common shares of beneficial interest, par value $0.01 per share.

Voting

Your vote is very important. To ensure that your shares are represented at the Annual Meeting, please vote over the Internet, by telephone or by mail as instructed on the proxy card or voting instruction form you receive. You may revoke a proxy at any time prior to its exercise at the meeting by following the instructions in the accompanying proxy statement.

2022 Proxy Statement

By Order of the Board of Trustees,

LOGO

Sara H. Vogt-Lowell

Chief Legal Officer and Secretary

March 18, 2022

If you have questions about the matters described in this proxy statement, how to submit your proxy or if you need additional copies of this proxy statement, you should contact D.F. King & Co., Inc., our proxy solicitor, toll free at (877) 283-0321 (banks and brokers may call collect at (212) 269-5550).

Important Notice Regarding Availability of Proxy Materials for the 2022 Annual Meeting on May 3, 2022: This Proxy Statement and our 2021 Annual Report on Form 10-K are available on the company’s website www.americanhomes4rent.com under “Investor Relations.”

American Homes 4 Rent

Table of Contents



2021 Business Highlights			1

2021 Sustainability Highlights			2

Building for the Future			3

Fostering Strong Communities			4

Leading with Integrity			5

Annual Meeting Information			6

Proxy Materials			6

Meeting Information			6

How to Cast Your Vote			6

Unanimous Recommendations of the Board			7

Virtual Meeting Matters			8

Accessing the Meeting			8

Casting Your Vote			8

Live, Online Q&A			8

Technical Assistance			8

Proposal 1			9

Who We Are			11

Biographical Information About Our Trustee Nominees			12

Governance Framework			19

How We Are Selected, Elected, Evaluated and Refreshed			19

How We Are Organized			23

How We Govern and Are Governed			25

How We Are Paid			29

How You Can Communicate With Us			30

Proposal 2			31

Audit and Non-Audit Fees			33

Audit Committee Report			34

Principal Shareholders			35

Share Ownership of 5% or Greater Beneficial Owners			35

Share Ownership of Trustees and Management			36

Executive Officer Share Ownership and Other Compensation Policies			37

Executive Officer Share Ownership Policy			37

Clawback Policy			37

Anti-Hedging and Anti-Pledging Policy			37

Executive Officers			39

Our Executive Officers			39

2022 Proxy Statement



Executive Compensation			40

Compensation Discussion and Analysis			40

2021 Say-on-Pay Vote Results and Shareholder Engagement			40

2021 Compensation Overview			40

Compensation Philosophy, Objectives and Governance			41

Elements of Executive Officer Compensation			42

2021 Compensation Decisions			43

Committee Assessment of Achievement of 2021 Goals			44

2022 Compensation Outlook			46

Role of Management and Board in Determining the Compensation of Executive Officers			47

Role of Compensation Consultant			47

Benchmarking Peer Group			47

Equity Grant Practices			48

Term of Employment			49

Retirement Savings Opportunities			49

Health and Welfare Benefits			49

Tax and Accounting Considerations			49

Human Capital and Compensation Committee Report			49

Summary Compensation Table			50

Grants of Plan Based Awards			51

Outstanding Equity Awards at Fiscal Year End			52

Option Exercises and Stock Vested in 2021			53

Pension/Non-Qualified Deferred Compensation Plans			53

Potential Payments Upon Termination or Change in Control			53

Payments Upon Termination			53

Payments Upon Death or Disability			53

Payments Upon Retirement			54

Payments Upon a Change in Control			54

CEO Pay Ratio			55

Proposal 3			56

Certain Relationships and Related Party Transactions			59

Related Party Transaction Approval Policy and Procedures			59

2021 Related Party Transactions			59

General Information About the Annual Meeting			60

American Homes 4 Rent

LOGO



In 2021, we were named the top 45th homebuilder in the U.S. by Builder100.

* See pages 31 to 33 and 40 of our Annual Report on Form 10-K for a detailed discussion of our financial results for 2021, as well as information regarding Core FFO and Core NOI, which are non-GAAP performance measures.

2022 Proxy Statement | 1

LOGO

Building for the Future

Amid a national housing shortage, our homebuilding arm provides a long-term solution designed with both people and the planet in mind. With the delivery of our 100^th new development in 2021, we continue to build the future of America responsibly, prioritizing durability and efficiency. This year, we also worked to analyze our environmental impact in order to establish a strategy to manage our carbon footprint.

LOGO

HERS energy efficiency ratings:

We utilize certified third-party raters and the Home Energy Rating System (“HERS”) to track the energy efficiency of all our newly built homes. For 2021, the average HERS index for our newly constructed homes was 62.8, which means they use nearly 40% less energy than a home built to the 2006 “reference home” standard and less than half the energy of a typical home in this country.

LOGO

Environmentally-friendly construction:

We use long-lasting flooring, energy-efficient LED lighting, low-flow water fixtures and other eco-conscious features designed to last for decades, both in our newly constructed homes and as we renovate our legacy homes.

LOGO

Renewable energy program:

As we seek ways to lower our carbon footprint, we piloted a renewable energy program through the installation of solar panels on two amenity centers, which we are closely monitoring as we evaluate its potential expansion to our residences and amenity center portfolio.

LOGO

Environmental Management System (“EMS”):

In 2021, we began implementing a new EMS for our AMH Development homebuilding operations to rigorously identify, monitor and reduce our environmental risks and impacts.

2022 Proxy Statement | 3

Fostering Strong Communities

We believe in fostering strong communities for a sustainable society. And we know that this work always starts from within. We are cultivating a people-first culture where we take care of each other, so that together we can take care of the people who make our houses their homes.


		Diversity, equity and inclusion: We are building a team that represents the diverse residents we serve. This year, we continued to champion diversity, equity and inclusion through the second module of our Valuing Differences training program, designed to cultivate a culture of belonging.


		Workplace safety: We prioritize the health and well-being of our team. Thanks to our annual safety trainings and rigorous protocols, our OSHA Recordable Incident Rate is at 2.58, which is below the rate of 2.9 for the Lessors of Residential Buildings and Dwellings sector, according to the latest available Bureau of Labor Statistics data for 2020.


		Training and development: We launched a Tuition Reimbursement Program in support of our team’s personal and professional growth, and to encourage their ability to access lifelong learning opportunities. This expands on our established business and technical skills development program, through which we provide approximately 66,000 hours of formal training, or an average of 43 hours per employee, annually. This is in addition to deskside training and job shadowing hours, both important to our skills training plan.


		Resident support: To ensure that residents have a positive experience with us, we engage them through regular communications, work to constantly improve our customer service, monitor Google reviews, invest in digital solutions to simplify the leasing and maintenance process and—in light of the pandemic—offer hardship support for those most impacted. Additionally, in 2021 we conducted a resident satisfaction survey with a third party to gain a better understanding of our customers’ needs and launched a lifestyle blog that includes articles addressing various sustainability topics, which we further distribute in our new monthly e-newsletter.



2021 training highlights	66K hours of training provided across the company	43 average hours of training per employee

4 | American Homes 4 Rent

Leading with Integrity