APARTMENT INVESTMENT AND MANAGEMEN (AIV)
Sector: Real Estate
2026 Annual Meeting Analysis
APARTMENT INVESTMENT AND MANAGEMEN · Meeting: June 10, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Powell has served since December 2020 and AIV's 3-year price return of 5.1% trails the peer group median by only 12.7 percentage points, well below the 35-point threshold required to trigger an against vote for a low-positive TSR company; no overboarding, attendance, or independence concerns apply.
Allen has served since December 2020 and the TSR underperformance versus peers (-12.7pp) does not reach the 35-point trigger threshold; no overboarding, attendance, or qualifications concerns identified.
Gibson has served since December 2020 and the peer-group TSR gap (-12.7pp) is well within the 35-point policy threshold; her role on RLJ Lodging Trust is her only other public board, so she is not overboarded.
Leupp has served since December 2020 and relative TSR underperformance (-12.7pp) does not trigger the 35-point threshold; he serves on Health Care Realty and Marathon Digital Holdings in addition to AIV — three boards total, within the four-board limit.
Rexroad joined in March 2023, well within the 24-month new-director exemption window, and the TSR trigger does not independently apply; her background as a REIT CFO is highly relevant to AIV's business.
Smith has served since January 2021 and the peer TSR gap (-12.7pp) is well below the 35-point trigger threshold; no overboarding or other concerns identified.
Stone has served since December 2020 and the peer TSR gap (-12.7pp) does not reach the 35-point threshold; his service on Cousins Properties is his only other public board, so he is not overboarded.
Sullivan joined in December 2022 and the peer TSR gap (-12.7pp) does not trigger the 35-point threshold; his private-only outside board seats (James Campbell Company, Bixby Land Company) do not count toward the public-company overboarding limit.
Sykes has served since December 2020 and the peer TSR gap (-12.7pp) is well below the 35-point trigger; his only other public-company board role is as a trustee of Natixis Loomis Sayles Funds, keeping total public board count within limits.
All nine directors pass the policy screens. AIV's 3-year absolute price return of 5.1% falls in the low-positive tier, requiring a 35-point peer underperformance gap to trigger an against vote; the actual gap versus the company-disclosed peer group is only -12.7 percentage points — far below that threshold. No director is overboarded, attendance was 100% for all directors, all committee assignments respect independence requirements, and the board skills matrix is disclosed. All nine directors receive a FOR vote.
Say on Pay
✓ FORCEO
Wes Powell
Total Comp
$10,762,352
Prior Support
98%%
CEO Wes Powell received total reported compensation of approximately $10.76 million for 2025, which includes a $5.25 million one-time cash retention award paid in lieu of future severance benefits — a non-recurring item tied directly to the Board-approved Plan of Sale and Liquidation; excluding that retention award, ongoing target compensation was approximately $3.98 million, consistent with the company's peer-group median target. The pay program is well-structured: roughly 82% of the CEO's target compensation is variable and at-risk (short-term cash bonus tied to four measurable corporate goals and long-term equity awards tied to relative TSR), comfortably exceeding the 50-60% variable pay requirement. Prior-year shareholder support was an exceptionally strong 98%, there is a meaningful clawback policy in place, and the company has a clean attendance and governance record — no policy trigger fires.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
2 yrs
Audit Fees
$1,050,000
Non-Audit Fees
$260,000
Grant Thornton was engaged in May 2024, giving it roughly two years of tenure — far below the 25-year threshold that would trigger concern. Non-audit fees (audit-related fees of $200,000 plus tax fees of $60,000 = $260,000) represent approximately 24.8% of core audit fees ($1,050,000), well below the 50% threshold. Grant Thornton is a large national firm appropriate for a company of AIV's size. No material restatements are disclosed.
Overall Assessment
The 2026 AIV annual meeting presents a clean ballot across all three standard proposals. All nine director nominees pass the TSR, overboarding, attendance, and independence screens; the recently appointed auditor Grant Thornton has low non-audit fees and short tenure; and the executive compensation program is strongly structured with variable pay well above the policy minimum, a transparent peer-group benchmark, a meaningful clawback policy, and 98% prior-year shareholder support. No stockholder proposals appear on this ballot.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing