8-KLeadership ChangesExhibits & Filings

AVALONBAY COMMUNITIES INC 8-K Report, Executive Changes (Aug 7, 2014)

Filed August 7, 2014For Securities:AVB

Summary

AvalonBay Communities, Inc. (AVB) announced a significant addition to its Board of Directors through an 8-K filing on August 7, 2014, reporting events from August 6, 2014. The company appointed Ronald L. Havner, Jr. to its Board, effective September 16, 2014. Mr. Havner brings extensive experience in the REIT sector, currently serving as Chairman, CEO, and President of Public Storage, and as Chairman of PS Business Parks, Inc. His appointment is expected to strengthen the company's strategic oversight and governance. The Board size has been increased from nine to ten directors to accommodate this new appointment. Mr. Havner will serve as an independent director and will be a member of the Investment and Finance Committee and the Audit Committee. His compensation will include a pro rata grant of restricted stock or deferred units valued at approximately $84,587, vesting in installments through May 2015, and a cash payment of $12,528 or deferred units on December 1, 2014. Moving forward, he will receive the same compensation as other non-employee directors. An indemnification agreement will also be executed.

Key Highlights

  • 1Appointment of Ronald L. Havner, Jr. to the Board of Directors, effective September 16, 2014.
  • 2Mr. Havner is a highly experienced executive, currently Chairman, CEO, and President of Public Storage.
  • 3His appointment strengthens the Board's expertise, particularly in the real estate investment trust sector.
  • 4Mr. Havner will serve on the Investment and Finance Committee and the Audit Committee.
  • 5The Board size will increase from nine to ten directors.
  • 6New director compensation includes a restricted stock/deferred unit grant valued at approximately $84,587 and a cash payment, with ongoing compensation aligning with other non-employee directors.

Frequently Asked Questions

Ronald L. Havner, Jr. is a seasoned executive with extensive experience in the real estate investment trust (REIT) industry. He currently holds the positions of Chairman, Chief Executive Officer, and President of Public Storage, a major self-storage REIT, and also serves as Chairman of PS Business Parks, Inc. His appointment to AvalonBay's Board of Directors brings valuable industry expertise and leadership experience, enhancing the company's governance and strategic direction.

Mr. Havner will serve on the Investment and Finance Committee and the Audit Committee. His involvement in these key committees indicates that the Board values his financial acumen and oversight capabilities. The Audit Committee role is particularly important for investor confidence, suggesting a focus on financial reporting integrity and risk management.

Mr. Havner's compensation will be prorated for his initial term. He will receive a restricted stock or deferred unit grant valued at approximately $84,587, based on AvalonBay's stock price on October 15, 2014. This grant will vest in installments through May 2015. He will also receive a cash payment of $12,528 or deferred units on December 1, 2014. After this initial period, he will receive compensation consistent with other non-employee directors, including quarterly cash payments or deferred units.

The Board size is increasing from nine to ten directors specifically to accommodate the appointment of Ronald L. Havner, Jr. This expansion allows the company to integrate his significant experience without displacing existing directors and reflects the Board's strategic decision to strengthen its composition.