Jennifer Johnson
Executive Vice President, Chief Administrative Officer and General Counsel at APARTMENT INVESTMENT & MANAGEMENT
Executive
About Jennifer Johnson
Jennifer Johnson is Executive Vice President, Chief Administrative Officer and General Counsel at Aimco, first appointed in December 2020; she is 52 and holds a law degree from the University of Colorado Law School . Her responsibilities span legal, human capital, and risk management; in 2024, her Managing Aimco Performance (MAP) objectives were achieved at 173% of target, reflecting leadership across these areas . Company performance during her tenure shows cumulative TSR improving from $88 (initial $100 investment at 12/31/2019) in 2020 to $152 in 2024, with Net Income of ($6M) in 2020 to ($96M) in 2024 and Net Operating Income (NOI) growth ranging from (1.8%) in 2020 to 4.5% in 2024; 2024 Adjusted EBITDA and stabilized portfolio NOI finished ~1.6% and ~1.7% above budget, respectively . Aimco’s 2024 KPI score was 127.69%, supporting above-target STI payouts for NEOs including Johnson .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aimco | EVP, Chief Administrative Officer & General Counsel | Dec 2020–Present | Leads legal, human capital, risk; MAP objectives achieved at 173% in 2024 for leadership in these domains . |
| Aimco | SVP, Human Resources | Aug 2009–Dec 2020 | Oversaw HR; foundation for human capital KPI execution . |
| Aimco | VP & Assistant General Counsel | Jul 2006–Aug 2009 | Supported legal operations . |
| Aimco | Senior Counsel | Aug 2004–Jul 2006 | Joined Aimco; labor/employment and commercial litigation focus . |
| Faegre & Benson LLP | Attorney (Private Practice) | Pre-2004 | Labor and employment law; commercial litigation . |
External Roles
No external public company directorships disclosed in 2024/2025 proxies for Johnson .
Fixed Compensation
Multi-year summary from Summary Compensation Tables; STI actuals reflect payouts and any long-term cash components per footnotes.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 395,000 | 425,000 | 442,000 |
| Stock Awards ($) | 327,198 | 626,944 | 464,865 |
| Option Awards ($) | 50,001 | — | — |
| Non-Equity Incentive Plan Compensation ($) | 774,309 | 686,666 | 696,493 |
| All Other Compensation ($) | 12,200 | 13,200 | 13,800 |
| Total ($) | 1,558,708 | 1,751,810 | 1,617,158 |
| STI Target ($) | N/A | 361,000 | 375,700 |
| STI Paid ($) detail | — | 496,014 (STI) + 190,652 (LT cash) | 564,846 (STI) + 131,647 (LT cash) |
Performance Compensation
STI construction and KPI results, plus LTI program mechanics and outcomes.
Short-Term Incentive (STI) – 2024 Structure and Outcomes
| Component | Weighting | Target | Actual | Payout mechanics |
|---|---|---|---|---|
| Company KPI score | 50% | 100% | 127.69% | Payout for KPI portion at 127.69% of target . |
| Individual MAP (Johnson) | 50% | 100% | 173% | Committee approved CEO recommendation; drives MAP portion . |
KPI detail (company-wide measures and outcomes for 2024):
| KPI | Weight | Threshold | Target | Max | Actual | Payout contribution |
|---|---|---|---|---|---|---|
| Economic Income (Change in NAV + dividends) | 25% | 4% | 7% | 10% | 9.4% | 44.74% |
| Capital Allocation (gross proceeds from sales) | 25% | $600M | $700M | $800M | $724M; special dividend ~$90M | 25.00% |
| Portfolio & Financial Mgmt (NOI and Adjusted EBITDA vs budget) | 20% | −5% NOI / −10% EBITDA | Budget | +5% NOI / +10% EBITDA | NOI +1.73%; EBITDA +1.59% vs budget | 25.05% |
| Development & Redevelopment | 20% | — | On time/on budget; rents per plan | — | Costs ~$10M lower; yield on cost ~7%; reduced construction exposure | 15.90% |
| Human Capital | 10% | — | Retention & engagement targets | — | 100% officer retention; voluntary turnover 3%; engagement 4.69/5 | 17.00% |
| Total KPI | — | — | — | — | — | 127.69% |
Long-Term Incentive (LTI) – 2024 Grants and Performance Metrics
| Grant Date | Award Type | Shares/Mechanics | Vesting | Performance Metrics |
|---|---|---|---|---|
| Jan 31, 2024 | Time-based RS | 20,506 shares (fair value $152,360) | 1/3 each anniversary of grant date, subject to continued employment | N/A (time-based) |
| Jan 31, 2024 | Performance-based RS | 35,192 shares target (fair value $312,505) | 100% following three-year period (1/1/2024–12/31/2026), subject to continued employment; if absolute TSR negative, above-target vesting delayed | Relative TSR: R2000 Value, FTSE NAREIT Equity Apartments, identified peer group; thresholds −350 bps or 30th percentile; targets +50 bps or 55th percentile; max +500 bps or 80th percentile |
Performance history:
| LTI Cycle | Status at 12/31/2024 | Result |
|---|---|---|
| 2022–2024 (performance shares/options) | Completed | Earned 160.42% of target; relative TSR ~−100 bps vs R2000 Value, ~+2000 bps vs FTSE NAREIT Apartments, 92nd percentile vs peer group; options vested 2/2/2025 . |
| 2023–2025 (performance shares) | 67% completed | Tracking at 38%, below threshold . |
| 2024–2026 (performance shares) | 33% completed | Tracking at 74%, between threshold and target . |
Historical 2023 grants for reference:
| Grant Date | Award Type | Shares/Mechanics | Vesting | Valuation basis |
|---|---|---|---|---|
| Feb 1, 2023 | Time-based RS | 27,704 shares (value $210,273) | 1/3 each anniversary | $7.52 average 5-day price |
| Feb 1, 2023 | Performance-based RS | 26,882 target (value $416,671) | 100% after three years (1/1/2023–12/31/2025) | Monte Carlo; $7.75 per share |
Equity Ownership & Alignment
| As-Of Date | Shares Beneficially Owned | % of Common Stock Outstanding | Notes |
|---|---|---|---|
| May 7, 2024 | 554,154 | <0.5% | No hedging or pledging by directors/NEOs; compliance with ownership guidelines . |
| Apr 18, 2025 | 598,989 | <0.5% | No hedging or pledging; updated counts reflect continued accumulation . |
Stock ownership guidelines for executive officers: CEO 5x base salary; other EVPs (incl. Johnson) 3x base salary; Johnson exceeded the ownership target as of each filing . Insider trading policy prohibits pledging and hedging, including for shares held to satisfy ownership requirements .
Outstanding equity at FY-end 2024 (selected Johnson items):
| Award Type | Quantity | Key Terms | Market Value Baseline |
|---|---|---|---|
| Stock option (unexercisable, earned) | 28,445 | Exercise $6.96; expiration 2/2/2032; 100% vested 2/2/2025 based on 2022–2024 TSR . | $9.09 per share valuation baseline . |
| Time-based RS (unvested) | 20,506 | 1/3 vest annually from 1/31/2024 . | $9.09 baseline for market value . |
| Performance RS (unearned, 2024 grant) | 35,192 target | Vests 100% post 3-year period; TSR relative metrics . | $9.09 baseline for market value . |
| Additional unvested RS from prior grants | 43,832; 38,408; 18,469; 6,092; 4,333 | Vest schedules per prior award agreements . | $9.09 baseline . |
Vesting and realized value:
- 2024: 58,068 shares vested; value realized $434,409; no option exercises .
Employment Terms
Executive Severance Policy (applies to EVPs including Johnson):
- Without Cause/Good Reason: lump sum equal to 1x base salary + 1x target annual bonus; pro-rata STI; COBRA reimbursement for 18 months; equity per award agreements .
- Double-trigger CIC (within 6 months before to 24 months after CIC): 2x base + 2x target bonus; pro-rata STI; COBRA 24 months; 100% accelerated vesting of unvested equity .
Non-compete and non-solicit:
- Two-year non-compete/non-solicit post termination without cause; monthly payment equal to two-thirds of monthly base salary for up to 24 months, plus potential Company-determined non-compete payments; confidentiality obligations .
Potential payments for Johnson (as if at 12/31/2024):
| Scenario | Accelerated Equity Value ($) | Cash Severance ($) | Non-Compete Payments ($) |
|---|---|---|---|
| Change in Control only | 3,665,500 | — | — |
| Double-trigger CIC | 3,665,500 | 1,710,741 | — |
| Death or Disability | 3,665,500 | — | — |
| Termination Without Cause | — | 874,206 | 589,333 |
| Termination For Good Reason | — | 874,206 | 589,333 |
Clawback and tax:
- Clawback policy for incentive and equity compensation upon accounting restatement due to material noncompliance .
- No excise tax gross-ups; payments reduced if necessary to avoid 280G excise tax, whichever is least economically disadvantageous ; gross-ups prohibited by policy .
Governance, Peer Group, and Say-On-Pay
- 2024 peer group used for benchmarking compensation and relative TSR: 13 real estate companies including Independence Realty Trust, JBG SMITH, Veris Residential, etc. Target pay set near median; LTI based on relative TSR against indices and the peer group .
- Say-on-pay (2025 Annual Meeting): For 99,538,669; Against 2,282,604; Abstain 154,870; broker non-votes 12,445,975 .
Pay Versus Performance (Company context during Johnson’s tenure)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Cumulative TSR ($ per $100 initial at 12/31/2019) | 88 | 129 | 119 | 144 | 152 |
| Peer Group TSR ($) | 85 | 139 | 94 | 100 | 120 |
| Net Income ($M) | (6) | (5) | 92 | (157) | (96) |
| NOI Growth (%) | (1.8%) | 4.1% | 14.2% | 9.3% | 4.5% |
Compensation Structure Analysis
- Increased clarity on at-risk pay: For Johnson, STI split between company KPIs (127.69% payout) and individual MAP (173% achievement), indicating balanced incentives across corporate and role-specific goals .
- LTI mix shift emphasizes TSR-based performance shares (two-thirds of NEO LTI), with remaining one-third time-based RS for retention; TSR above-target outcomes (2022–2024 earned 160.42%) signal alignment with shareholder returns but also variability risk for 2023–2025 tracking below threshold (38%) .
- Governance safeguards: Caps on STI and LTI payouts; clawback policy; prohibition on option repricing; no excise tax gross-ups; double-trigger CIC vesting .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited; none reported for Johnson’s holdings, reducing misalignment risk .
- Option repricing: Not permitted without shareholder approval; company states it has never repriced .
- Severance discipline: Policy sets market-consistent multiples; shareholder approval sought for future severance >2.99x salary+bonus .
- Human capital stability: 100% officer retention in 2024; lower voluntary turnover, which supports execution continuity .
Equity Ownership & Alignment Details
| Item | 2023 | 2024 |
|---|---|---|
| Shares vested (count/value) | 10,425 / $80,492 | 58,068 / $434,409 |
| Compliance with stock ownership guidelines (3x salary) | Exceeds | Exceeds |
| Outstanding/unearned performance shares (select) | 175,984 unearned at 12/31/2023 | 175,984 prior plus 35,192 2024 grant target |
Investment Implications
- Strong alignment: Johnson exceeds ownership requirements, holds substantial unvested and performance-based equity; pledging/hedging prohibitions and holding requirements reinforce alignment, reducing hedging/pledging-related red flags .
- Near-term selling pressure: Time-based RS vest ratably (one-third annually) and performance shares vest 100% after three years; 2024 saw significant vesting (58,068 shares), but no option exercises, implying limited forced selling outside tax withholding; monitor vesting cycles for potential supply .
- Retention and CIC economics: Double-trigger CIC with full acceleration and 2x cash severance for EVPs supports retention but could amplify event-driven supply; non-compete payments further incentivize post-termination restrictions .
- Execution signal: Above-target MAP (173%) and company KPI result (127.69%) indicate effective leadership in legal/human capital/risk domains; however, 2023–2025 performance shares tracking below threshold suggest potential moderation in future LTI realizations if relative TSR underperforms .
- Shareholder sentiment: Strong say-on-pay approval in 2025 reduces governance overhang risk .