Sector: Real Estate
AMERICAN HOMES RENT REIT CLASS A · Meeting: May 14, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Ten Trustee Nominees
Trustee since 2012 with deep real estate and governance experience; AMH's 3-year return of +4.3% trails the peer median by only 13.7 percentage points, well below the 35-point threshold needed to trigger a vote against; holds two outside public board seats (American Airlines and Air Lease), which is within the permitted limit; all attendance requirements met.
CEO and director since 2025, joined within the past 24 months and is therefore exempt from the TSR performance trigger; strong operational background at AMH spanning over a decade; no overboarding, independence, or attendance concerns.
Trustee since 2016 with extensive executive compensation and governance experience; TSR underperformance versus peers at 13.7 percentage points is far below the 35-point trigger threshold; no overboarding, independence, or attendance concerns.
Trustee since 2012 and former Chief Investment Officer of AMH with deep residential real estate expertise; TSR gap versus peers does not meet the trigger threshold; no overboarding or attendance concerns; a related-party relationship exists (family members employed by the company) but Corrigan is classified as independent with no committee roles implicated, and the transactions were approved under the company's related-party policy.
Trustee since 2016 with real estate investment expertise and one outside public board seat (Public Storage); TSR underperformance versus peers does not meet the 35-point trigger threshold; no overboarding, independence, or attendance concerns.
Trustee since 2020 and Audit Committee Chair; 35-year career at Deloitte qualifies her as an audit committee financial expert; TSR gap versus peers well below trigger threshold; serves on one other public company audit committee (The Beauty Health Company), within permitted limits; no attendance concerns.
Trustee since 2020 with public company board experience; TSR gap versus peers does not meet the 35-point trigger threshold; holds one outside public board seat (Apollo Global Management), within permitted limits; no overboarding, independence, or attendance concerns.
Trustee since 2019 with strong governance, investor relations, and cybersecurity credentials; holds three outside public board seats (AppFolio, Wynn Resorts, ABM Industries), which meets but does not exceed the four-board overboarding threshold under our policy; TSR gap versus peers well below trigger; no attendance concerns.
Trustee since 2019 and Chief Investment Officer at TIFF Investment Management; deep finance and risk management expertise; TSR gap versus peers does not meet the trigger threshold; no overboarding, independence, or attendance concerns.
Trustee since 2020 and active CEO of a homebuilder with directly relevant expertise in AMH's development business; TSR gap versus peers well below trigger threshold; no overboarding (no other public board seats noted), independence, or attendance concerns.
All ten nominees pass the policy screens: AMH's 3-year price return of +4.3% lags the company-disclosed compensation peer group median by only 13.7 percentage points, well short of the 35-point threshold required to trigger votes against directors for a company with low-positive absolute returns. No director is overboarded under policy limits, all are properly independent for their committee roles, and the proxy discloses that all directors attended at least 75% of meetings in 2025. Bryan Smith joined in 2025 and is exempt from the TSR trigger as a director within 24 months of joining. The vote determination is FOR all ten nominees.
CEO
Bryan Smith
Total Comp
$7,535,178
Prior Support
95%%
CEO Bryan Smith received total compensation of approximately $7.5 million in 2025, his first full year as CEO following a promotion from COO; this level is consistent with benchmark expectations for a CEO at a residential REIT with an $11.6 billion market cap, and the committee's peer group supports the reference point used. The pay program is well-structured: roughly 77% of Mr. Smith's total pay is variable and performance-linked (60% of equity in performance stock awards tied to relative total shareholder return versus the FTSE NAREIT All Equity REITs Index and absolute Core FFO per share growth, plus a cash bonus tied to measurable annual targets), which comfortably exceeds the 50-60% variable pay threshold. Prior say-on-pay support was 95% in 2025 and 97% in 2024, the company has a meaningful clawback policy in place, and the 2023-2025 performance stock award payout of 146.4% of target reflects genuine outperformance on both TSR and Core FFO metrics, indicating that incentive pay was actually earned.
Auditor
Ernst & Young LLP
Tenure
10 yrs
Audit Fees
$1,859,000
Non-Audit Fees
$57,000
EY has served as AMH's auditor since August 2016, giving it approximately 10 years of tenure — well below the 25-year threshold that would trigger a concern; non-audit fees of $57,000 (for sustainability attestation services) represent only about 3% of audit fees of $1,859,000, far below the 50% threshold; no material restatements are disclosed; and EY is a Big 4 firm appropriate for a company of AMH's size and complexity.
AMH's 2026 annual meeting presents three standard proposals: election of ten trustees, ratification of Ernst & Young, and an advisory say-on-pay vote. All three receive a FOR determination — the board is experienced and well-composed, the auditor relationship is clean with minimal non-audit fees and roughly 10 years of tenure, and the executive compensation program is genuinely performance-linked with strong prior shareholder support and no material pay-level or pay-for-performance concerns under the policy.
17 companies disclosed in 2026 proxy filing
