8-KLeadership ChangesExhibits & Filings

AVALONBAY COMMUNITIES INC 8-K Report, Executive Changes (Jul 18, 2016)

Filed July 18, 2016For Securities:AVB

Summary

AvalonBay Communities, Inc. (AVB) announced a change to its Board of Directors via an 8-K filing on July 18, 2016, with the earliest event reported on July 15, 2016. The key development is the appointment of Richard J. Lieb to the Board, effective September 13, 2016. Mr. Lieb brings extensive experience in real estate investment banking, having held senior roles at Greenhill & Co., LLC and Goldman, Sachs & Co. This appointment is expected to enhance the Board's expertise, particularly given his background in real estate finance and prior advisory role for AVB. The filing also details Mr. Lieb's compensation as a new independent director, which includes a stock grant and cash payments. His appointment increases the Board size from nine to ten directors. Investors should note that Mr. Lieb will be considered independent starting in 2017, and he has not yet been assigned to any board committees. The company also anticipates entering into an indemnification agreement with Mr. Lieb, standard practice for its directors.

Key Highlights

  • 1Richard J. Lieb appointed to the Board of Directors, effective September 13, 2016.
  • 2Mr. Lieb possesses significant experience in real estate investment banking from roles at Greenhill & Co. and Goldman, Sachs & Co.
  • 3The Board size has been increased from nine to ten directors to accommodate the new appointment.
  • 4Mr. Lieb's compensation includes a stock grant valued at approximately $88,328 and cash payments, with further compensation aligning with other non-employee directors.
  • 5Mr. Lieb will be classified as an independent director effective January 1, 2017.
  • 6There is no indication of any current committee assignments for Mr. Lieb.
  • 7An indemnification agreement, similar to those for other directors, is expected to be entered into with Mr. Lieb.

Frequently Asked Questions

Richard J. Lieb is a seasoned executive with deep experience in real estate investment banking. He has held senior positions at Greenhill & Co., LLC, including Chief Financial Officer and head of their Real Estate group, and spent over 20 years at Goldman, Sachs & Co., where he led its Real Estate Investment Banking Department. His appointment is intended to leverage his extensive financial and real estate expertise.

Mr. Lieb will receive a stock grant valued at approximately $88,328, to be awarded on October 12, 2016, and vest in installments. He will also receive a pro rata cash payment of $15,192 on December 1, 2016. Following these initial awards, he will receive the same quarterly compensation as other non-employee directors.

The company's Board has determined that Mr. Lieb will be considered an independent director as of January 1, 2017. This is a common staggered approach for new director appointments.

Yes, Greenhill & Co., LLC, where Mr. Lieb held senior positions, acted as a financial advisor to AvalonBay in connection with its February 2013 acquisition of assets from Archstone Communities. AvalonBay has paid no other fees to Greenhill & Co., LLC since that time.