8-KLeadership Changes

AVALONBAY COMMUNITIES INC 8-K Report, Executive Changes (Nov 22, 2021)

Filed November 22, 2021For Securities:AVB

Summary

AvalonBay Communities, Inc. (AVB) announced a leadership transition through an 8-K filing on November 22, 2021. Effective January 3, 2022, current President Benjamin W. Schall will assume the role of Chief Executive Officer, reporting directly to the Board. This transition was previously foreshadowed in a December 2020 filing, indicating a planned succession. Simultaneously, current Chairman and CEO Timothy J. Naughton will retire from his CEO duties to become Executive Chairman. In this new capacity, Mr. Naughton will transition to a half-time role, focusing on strategic initiatives, technology, and business development in expansion markets. His compensation for 2022 has been adjusted to reflect this reduced time commitment, including a base salary, target cash bonus, and a performance award with specific vesting provisions for retirement.

Key Highlights

  • 1Benjamin W. Schall appointed as Chief Executive Officer, effective January 3, 2022.
  • 2Timothy J. Naughton retires as CEO and assumes the role of Executive Chairman.
  • 3The leadership transition was previously communicated to investors in December 2020.
  • 4Mr. Naughton's Executive Chairman role will be half-time, with a focus on strategic initiatives and expansion markets.
  • 5Mr. Naughton's 2022 compensation includes a base salary of $800,000, a target cash bonus of $1,200,000, and a target performance award of $3,000,000.
  • 6The performance award for Mr. Naughton includes a favorable 'Retirement' vesting provision, allowing 100% vesting after the first year of the performance period.

Frequently Asked Questions

Benjamin W. Schall, the current President, has been appointed as the new Chief Executive Officer, effective January 3, 2022.

Timothy J. Naughton will retire as CEO and assume the role of Executive Chairman of the Board. This will be a half-time position focused on strategic initiatives, technology, and business development.

No, this leadership transition was anticipated and consistent with expectations previously announced by the Company in a December 10, 2020 Current Report on Form 8-K.

For 2022, Mr. Naughton's compensation reflects his reduced time commitment. It includes a base salary of $800,000, a target cash bonus of $1,200,000, and a target performance award of $3,000,000. Notably, his performance award has a special vesting clause for retirement.