H. Lynn C. Stanfield
About H. Lynn C. Stanfield
H. Lynn C. Stanfield is Executive Vice President and Chief Financial Officer of Aimco, appointed CFO in December 2020; she joined Aimco in March 1999 and was first appointed an executive in October 2018. She chairs Aimco’s investment committee; prior roles include EVP, FP&A & Capital Allocation (2018–2020), and earlier leadership across affordable asset management, income tax, and investor relations; earlier career includes public accounting at Ernst & Young and Assistant Professor of Accounting at Erskine College. She holds a Master of Professional Accountancy (Clemson University) and is a licensed CPA. Age: 50. Company performance context: since the 2020 spinoff (Dec 2020 to Mar 31, 2025) TSR was 72% vs peer and index benchmarks; in 2024, stabilized property NOI rose 4.5% YoY with Q4 occupancy 97.9% and rents up 3.6% on transacted leases .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aimco | EVP & CFO; Chair, Investment Committee | Dec 2020–present | Capital allocation leadership; oversight of finance, tax strategy; investment committee chair |
| Aimco | EVP, FP&A & Capital Allocation | Oct 2018–Dec 2020 | Led finance functions; corporate and income tax strategy; investment committee member |
| Aimco | Various roles (affordable asset management, income tax, investor relations) | Mar 1999–Oct 2018 | Built tax, asset management, and IR capabilities |
| Ernst & Young | Public Accounting (partnership/real estate focus) | Pre-1999 | Real estate and partnership tax/accounting expertise |
| Erskine College | Assistant Professor of Accounting | Pre-1999 | Academic credentialing and accounting instruction |
External Roles
- No public company directorships or external committee roles disclosed for Ms. Stanfield in the proxy; the executive officer biography lists only Aimco and prior professional roles .
Fixed Compensation
Multi-year reported compensation (Summary Compensation Table):
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Comp ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 494,000 | 75,000 (discretionary) | 632,214 | — | 772,344 | 13,800 (401k match) | 1,987,358 |
| 2023 | 475,000 | — | 852,648 | — | 754,965 | 13,200 | 2,095,813 |
| 2022 | 450,000 | — | 528,077 | — | 805,753 | 12,200 | 1,796,030 |
2024 target/paid elements (per CD&A):
| Element | Value ($) | Notes |
|---|---|---|
| Base Salary (Paid) | 494,000 | 2024 base set at $494k, +$19k YoY |
| STI Target | 494,000 | Split 50% Corporate KPI, 50% Individual MAP goals |
| STI Paid (Actual) | 772,344 | Reflects KPI achievement 127.69% and MAP achievement 185% for Ms. Stanfield |
| LTI Target (Total) | 637,500 | Granted Jan 31, 2024; 1/3 time-based RS, 2/3 performance-based RS (relative TSR) |
| LTI Time-Based RS (Target) | 212,500 | Vests ratably over 3 years |
| LTI Performance RS (Target) | 425,000 | Earn-out 0–200% on 3-year relative TSR (2024–2026), cliff vest after period |
Performance Compensation
Short-term incentive (STI) design and outcomes (2024):
| Metric | Weighting | Target | Actual | Payout Impact |
|---|---|---|---|---|
| Corporate KPI score | 50% | 100% | 127.69% | 127.69% applied to KPI portion |
| Individual MAP goals (Stanfield) | 50% | 100% | 185% | 185% applied to MAP portion |
| STI Result (Ms. Stanfield) | — | $494,000 | $772,344 | Paid amount per SCT |
Long-term incentive (LTI):
- 2024 Grant Mix and Metrics: 33% time-based RS vesting ratably over three years; 67% performance-based RS tied entirely to three-year relative TSR (2024–2026), payout range 0–200%, cliff vest post period .
- 2022 Performance Share Award Determination (3-year period ending 12/31/2024): Relative TSR vs Russell 2000 Value (approx. 100 bps lower), FTSE Nareit Equity Apartments (approx. 2000 bps higher), and peer group at 92nd percentile; awards earned at 160.42% of target for NEOs; vest 100% after performance period .
- In-progress tracking as of 12/31/2024: 2023–2025 awards tracking ~38% (below threshold); 2024–2026 tracking ~74% (between threshold and target) .
Governance guardrails (risk, clawback, and caps):
- LTI caps: 1.67x target for NEOs (non-CEO); STI capped; multi-metric design to deter excessive risk .
- Clawback policy applies to all bonus, incentive, and equity comp upon accounting restatement; no excise tax gross-ups; option repricing prohibited without shareholder approval .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Common shares beneficially owned | 862,219 shares |
| Partnership OP Units | 57,399 OP Units |
| % of Common Stock Outstanding | 0.61% |
| % Ownership of Company (if OP Units exchanged) | 0.62% |
| Stock ownership guidelines | EVPs: 3x base salary |
| Compliance with guidelines | Exceeded guideline as of filing |
| Hedging/Pledging | None; insider policy prohibits pledging and hedging; none of the NEOs’ securities are subject to hedging/pledging |
| Equity plan overhang/liquidity | 4,653,908 securities to be issued; Wtd. avg. option exercise $6.26; 18,247,141 remaining available (as of FY2024) |
Notes:
- Ownership table includes options exercisable within 60 days where applicable; Ms. Stanfield’s line does not note options footnotes; counts above reflect reported beneficial ownership .
Employment Terms
- Employment Agreement: None for Ms. Stanfield (no individual employment contract) .
- Executive Severance Policy (non-CEO):
- Without Cause/For Good Reason (no CIC): lump sum equal to 1x (base salary + target STI) + COBRA reimbursement for 18 months .
- Double-Trigger CIC (within 6 months before to 24 months after CIC): lump sum equal to 2x (base salary + target STI) + COBRA for 24 months + 100% acceleration of unvested equity (PSUs at higher of target or actual to truncation; 2024 PSUs at target) .
Potential payments if separation occurred on 12/31/2024 (per proxy scenario analysis):
| Scenario | Accelerated Equity Value ($) | Severance Cash ($) | Non-Compete Payments ($) | Notes |
|---|---|---|---|---|
| Change in Control only (no termination) | — | — | — | No acceleration absent termination |
| Double-Trigger CIC (termination in CIC window) | 5,242,105 | 2,023,239 | — | 2x multiple + 24 months COBRA; full equity acceleration |
| Death or Disability | 5,242,105 | — | — | Equity acceleration per plan; pro-rated STI eligibility |
| Termination Without Cause (non-CIC) | — | 1,023,429 | 658,667 | 1x multiple + 18 months COBRA; non-compete payments equal to 2/3 monthly base for up to 24 months |
| Termination For Good Reason (non-CIC) | — | 1,023,429 | 658,667 | Same as without cause |
Other terms:
- Non-compete/Non-solicit: Up to two years post-termination without Cause; for enforcement post-termination, company provides a monthly payment equal to two-thirds of monthly base salary and may provide additional non-compete consideration; scope includes named competitor set; trade secret/confidentiality obligations apply .
- Benefits: Standard programs; 401(k) match max $13,800 in 2024 (paid to NEOs including Ms. Stanfield) .
- No defined benefit pension or SERP .
Compensation Structure Analysis
- Pay-for-performance alignment: 2024 STI structured 50% corporate KPIs and 50% MAP; corporate KPIs scored 127.69% and Ms. Stanfield’s MAP scored 185%, producing outsized STI vs target; LTI is majority performance-based (relative TSR) with capped payouts, multi-year vesting, and a robust clawback—a strong alignment profile .
- Mix shift and instrument choice: LTI delivered as restricted stock (time- and performance-based); no option awards to NEOs in 2024; plan prohibits repricing; indicates lower risk instrument choice over options, typical for REITs .
- Realized performance linkage: 2022 PSUs paid at 160.42% on strong relative TSR, while 2023–2025 PSUs were tracking below threshold (38%) as of 12/31/2024, suggesting variable outcomes tied to multiyear performance—a credible at-risk design .
- Governance quality: Double-trigger CIC vesting, no excise tax gross-ups, independent consultant (shift from Willis Towers Watson to Ferguson in July 2024), high say-on-pay support (97% in 2024; ~95% 5-year avg.) .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay 2024: ~97% approval; consistent stockholder support under annual advisory framework; 5-year average ~95% .
- Ongoing engagement: Regular outreach to holders of at least two-thirds of outstanding shares; compensation philosophy emphasizes TSR and multi-metric pay-for-performance .
Equity Vesting & Insider Selling Pressure Indicators
- Time-based RS from 2024 grant vests ratably over three years, implying annual vesting events that can trigger tax-related sales by executives (policy requires holding 50% of vested shares until guideline compliance) .
- Performance RS vests 100% after the 2024–2026 performance period; 2022 PSUs paid out at 160.42% in early 2025, a potential one-time liquidity event; executives exceed ownership guidelines, and the insider policy prohibits pledging/hedging, which mitigates forced-selling risk .
- Grants are generally made in late Jan/early Feb and not timed to MNPI or price moves; if MNPI is present, the Committee/CFO may delay to avoid impropriety; no option-like grants were made around major filings in 2024 .
Expertise & Qualifications
- Credentials: Master of Professional Accountancy (Clemson), licensed CPA; extensive real estate finance/tax background; investment committee chair experience .
- Performance context: Company highlighted 2024 NOI growth (4.5%), Q4 occupancy 97.9%, and multi-year TSR outperformance since the 2020 spin, aligning compensation outcomes (e.g., 2022 PSUs) with results .
Compensation Committee & Peer Benchmarking
- Consultants: Willis Towers Watson advised on 2024 program; Ferguson appointed July 2024; both assessed as independent .
- Practices: Target pay near peer median; double-trigger CIC; ownership guidelines (EVPs 3x base) with mandatory post-vest retention until compliant .
Investment Implications
- Positive alignment signals: High at-risk mix with relative TSR-based LTI, strong clawback, double-trigger CIC, no pledging/hedging, and executives exceeding ownership guidelines indicate robust alignment and reduced governance risk .
- Retention and continuity: Although Ms. Stanfield lacks an individual employment agreement, the Executive Severance Policy provides meaningful protection (1x salary+target STI; 2x in CIC) and non-compete support, limiting flight risk during strategic processes .
- Performance leverage: Variability is evident—2022 PSUs paid at 160.42% while 2023–2025 awards were tracking below threshold as of 12/31/2024; near-term LTI realizations will hinge on relative TSR vs peers/indices, which can be a catalyst for insider vesting-related flows but also a strong pay-for-performance indicator .
- Liquidity/overhang: Equity plans show ample remaining capacity; no evidence of option repricing; insider policy and retention requirements temper selling pressure, though annual time-based vesting and PSU settlements can create episodic liquidity events .