8-KLeadership ChangesRegulation FD

AVALONBAY COMMUNITIES INC 8-K Report, Executive Changes (Jun 6, 2011)

Filed June 6, 2011For Securities:AVB

Summary

AvalonBay Communities, Inc. (AVB) filed an 8-K on June 6, 2011, to announce a significant leadership transition. Bryce Blair, the current Chairman and CEO, has informed the Board of his decision to retire from the CEO position at the end of 2011. However, Mr. Blair has expressed willingness to continue serving as Chairman of the Board with management duties throughout 2012, indicating a commitment to a smooth handover. The Board has unanimously appointed Timothy J. Naughton, the current President and a director, to assume the role of CEO effective January 1, 2012. Mr. Naughton has a long tenure with AvalonBay, having been with the company or its predecessors since 1989 and holding various senior leadership roles. The filing also notes the Board's intention to consider adjustments to both Mr. Blair's and Mr. Naughton's compensation to reflect these changes in roles and responsibilities, with specific details to be determined at a later date.

Key Highlights

  • 1Bryce Blair, Chairman and CEO, will retire as CEO at the end of 2011 but will remain as Chairman of the Board with management duties in 2012.
  • 2Timothy J. Naughton, currently President and a director, will be appointed CEO effective January 1, 2012.
  • 3Mr. Naughton has extensive experience with AvalonBay, having been with the company since 1989 and holding previous roles such as COO and Chief Investment Officer.
  • 4The Board intends to consider future adjustments to compensation for both Mr. Blair and Mr. Naughton to reflect their new roles.
  • 5The leadership transition is intended to ensure continuity and leverage Mr. Naughton's deep understanding of the company.
  • 6The filing confirms Mr. Blair's commitment to AvalonBay by agreeing to continue serving as Chairman with significant management involvement in 2012.

Frequently Asked Questions

Timothy J. Naughton will assume the role of CEO effective January 1, 2012.

No, Bryce Blair will retire as CEO at the end of 2011. However, he will continue to serve as Chairman of the Board throughout 2012 and will retain associated management duties, dedicating at least half of his work time to AvalonBay matters.

The Board of Directors intends to consider appropriate adjustments to both Mr. Blair's and Mr. Naughton's compensation. For Mr. Blair, this would be an adjustment in 2012 to reflect his reduced CEO duties while retaining Chairman responsibilities. For Mr. Naughton, his compensation will be increased over time to reflect his new role as CEO. The specifics regarding the amount, form, structure, and timing of these adjustments will be determined by the Board at a future date.

Timothy J. Naughton has a long and extensive history with AvalonBay, having been with the company or its predecessors since 1989. He has held numerous senior positions, including President (since 2005), Chief Operating Officer (since 2001), Senior Vice President and Chief Investment Officer, and Regional Vice President. He also serves as a director on the company's Board.