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Wes Powell

Wes Powell

President and Chief Executive Officer at APARTMENT INVESTMENT & MANAGEMENT
CEO
Executive
Board

About Wes Powell

Wes Powell, age 45, is President and Chief Executive Officer of Aimco (AIV) and a Director since December 2020; he previously led Development and Acquisitions and earlier roles in redevelopment, asset management, and development at Aimco since 2004. He holds a B.EnvD from the University of Colorado and an MBA from Northwestern’s Kellogg School of Management . Under Powell’s leadership, Aimco delivered TSR of 66% from December 2020 to December 31, 2024, and 72% through March 31, 2025, outperforming sector indices and named peers . Operationally, stabilized portfolio NOI grew 4.5% YoY in 2024 with margin expansion and revenue per home increases, reflecting disciplined execution and capital allocation .

Past Roles

OrganizationRoleYearsStrategic Impact
AimcoPresident & CEO2020–presentLed strategy focused on relative TSR-based incentives, portfolio simplification, capital allocation, and development monetization .
AimcoEVP, Development & Acquisitions2018–2020Oversaw national redevelopment/development and acquisitions in Eastern U.S.; improved capital deployment .
AimcoSVP, Development (East)2013–2018Directed redevelopment initiatives; enhanced asset-level performance .
AimcoAsset Manager/Director/VP Development2004–2013Asset management and development roles; strengthened property operations .
Ai Architecture (now Perkins & Will)Staff ArchitectPre-2004Technical/design foundation supporting later development leadership .

External Roles

OrganizationRoleYearsNotes
Urban Land InstituteMemberN/AIndustry engagement, governance perspectives .
National Multi Housing CouncilMemberN/AMultifamily policy and market insights .

Fixed Compensation

Metric202220232024
Base Salary ($)550,000 625,000 700,000
STI Paid ($)1,196,516 935,638 1,340,745
All Other Comp ($)12,200 13,200 13,800
Total ($)2,858,721 4,073,841 3,929,548

Additional detail (targets):

  • 2023 STI target $781,000; paid at 119.80% of KPI component .
  • 2024 STI target $1,050,000; paid at 127.69% of KPI component .

Performance Compensation

2024 STI KPI Outcomes

MetricWeightingTargetActual ResultPayout Contribution
Economic Income (NAV change + dividends; cap rates constant)25% 7% 9.4% 44.74%
Capital Allocation (gross proceeds)25% $700M $724M sourced; special dividend ~$90M 25.00%
Portfolio & Financial Mgmt (Stabilized NOI and Adjusted EBITDA vs budget)20% At budget NOI +1.73%, Adj. EBITDA +1.59% 25.05%
Development & Redevelopment Execution20% On time/on budget; rent targets Costs ~$10M below; ~7% yield on cost 15.90%
Human Capital10% Retention/engagementOfficer team 100% retained; engagement 4.69/5 17.00%
Total KPI Performance127.69%

STI payout for Powell was 127.69% of STI target ($1,050,000), resulting in $1,340,745 paid .

LTI Design and 2024 Award Metrics (Performance RS)

ComparatorWeightThreshold (50%)Target (100%)Max (200%)Vesting
Russell 2000 Value Index33% -350 bps +50 bps +500 bps Single cliff after 3-year period (2024–2026), subject to continued service; if absolute TSR negative, >100% vesting delayed until positive .
FTSE Nareit Equity Apartments Index33% -350 bps +50 bps +500 bps As above .
Identified REIT Peer Group33% 30th percentile 55th percentile 80th percentile As above .

Recent LTI performance:

  • 2021 performance share awards paid at 200% (maximum) based on three-year TSR through 12/31/2023; 50% vested 1/31/2024; remaining 50% vested 1/27/2025 .
  • 2022 performance share awards paid at 160.42% (between target and max) for period ended 12/31/2024; vested 2/2/2025 .

2024 Grants and Outstanding Awards (Powell)

ItemQuantity/ValueTerms
2024 Performance RS grant211,149 shares; $1,875,003 grant date fair value Vests based on TSR metrics after 3-year period ending 12/31/2026 .
Option (4/28/2021 grant)317,200 options; $6.66 strike; expire 4/28/2031Earned portion based on 2021–2023 TSR; vested 50% on 1/31/2024 and 50% on 1/27/2025 .
Option (2/2/2022 grant)312,877 options; $6.96 strike; expire 2/2/2032Earned based on 2022–2024 TSR; 100% vested 2/2/2025 .

Equity Ownership & Alignment

MeasurePowellNotes
Beneficial Ownership (shares)3,031,267 Includes 1,014,939 options exercisable within 60 days .
% of Common Outstanding2.12% As of April 18, 2025 .
Ownership vs. Company (assuming OP units converted)2.02% See calculation notes .
Pledging/HedgingNoneCompany policy prohibits pledging and hedging; none of the directors/NEOs’ securities subject to hedging/pledging .
Stock Ownership GuidelinesCEO: 5x base salary; status: exceeded Holding requirements until guidelines met .

Employment Terms

ProvisionKey Terms
Agreement2021 Employment Agreement; auto-renews annually unless notice ≥60 days before year-end .
Severance (No CIC)2x (base salary + target STI) lump sum; prior-year STI; pro-rata STI; 24 months COBRA reimbursement; equity per plan terms .
CIC Double Trigger3x (base salary + target STI) lump sum; prior-year STI; pro-rata STI; 36 months COBRA; 100% accelerated vesting of unvested equity (2024 performance awards vest at target) .
Death/DisabilityPrior-year STI; pro-rata STI; equity per plan .
Non-Compete/Non-SolicitRestrictions per agreement; confidentiality and non-solicitation obligations survive CIC; robust enforcement .
ClawbackExecutive compensation clawback for restatements; applies to bonus/incentive/equity .
Tax Gross-UpsNone (excise tax cutback if applicable) .

Potential Payments (as of 12/31/2024)

ScenarioSeverance ($)Accelerated Equity Value ($)
Termination Without Cause / Good Reason (No CIC)3,556,223
CIC + Termination (Double Trigger)5,334,334 11,582,526

Board Governance

  • Director since 2020; not independent (as CEO), while 8 of 9 directors are independent . Independent Chairman (R. Dary Stone); roles of Chairman and CEO separated since 2020 .
  • Committee memberships: Powell serves on none; all standing committees comprise only independent directors .
  • Board meetings: 5 in 2024; no director attended fewer than 75% of combined board/committee meetings .
  • Executive sessions: Non-management directors met in executive session 4 times in 2024 .
  • Stockholder engagement: regular outreach; Say-on-Pay approval ~97% in 2024; five-year avg ~95% .
  • Dual-role implications: With an independent chair, majority-independent board, and exclusive independent committees, governance mitigates CEO-director independence concerns .

Director Compensation

YearIndependent Director Annual Fee (Cash + Equity)Chair/Committee Retainers
2024$230,000; up to 50% cash with remainder in stock Chair: Board $65k; Audit $25k; Comp $15k; Nominating $14k; Investment $20k .
2025$220,000; up to $75,000 cash, remainder in stock Same retainers as 2024 .

Note: Powell, as a non-independent director and CEO, receives no additional compensation for board service .

Performance & Track Record

  • Portfolio execution: Stabilized NOI +4.5% YoY in 2024; margin expansion and monthly revenue up $85/home; cumulative NOI growth since AIR spinoff 7.9% with margin expansion of 430 bps .
  • Capital allocation: Monetized ~$1.3B across developments, stabilized assets and land; returned capital via ~$90M special dividend and 14.5M share repurchases (avg $7.53/share across 2022–2024) .
  • Balance sheet: Refinanced/retired >$1B liabilities; eliminated floating rate exposure; bridge loan reduced cost vs construction financing .
  • 1Q25 update: Stabilized NOI +2.7% YoY; occupancy 97.9%; average revenue/home $2,309; special dividend $0.60/share; Brickell Assemblage sale under contract for $520M with buyer increasing deposit to $43M; expected net proceeds $300–$320M with intent to return majority to stockholders .

Compensation Committee Analysis

  • Consultants: Willis Towers Watson advised 2024 program; Ferguson Partners engaged in July 2024; independent assessments affirmed .
  • Peer group and pay positioning: CEO target compensation approximated median; LTI entirely at risk based on relative TSR; STI tied 100% to corporate goals for CEO .
  • Risk controls: Caps on STI/LTI payouts; clawback; stock ownership guidelines; no option repricing; no excise tax gross-ups .

Related Party Transactions

  • Arrangement with Richard M. Powell (R.M. Powell & Co.), father of Wes Powell, in place since 2019 to identify potential transactions; fees may exceed $120,000; reviewed/approved by Nominating/ESG Committee per related-party policy .

Investment Implications

  • Pay-for-performance alignment: Powell’s compensation heavily weighted to at-risk TSR-based LTI and STI tied to corporate KPIs, with robust clawback and stock ownership requirements—supportive of shareholder alignment .
  • Vesting and potential supply: Significant performance awards vested in Q1 2025 (2021 and 2022 programs); 2024 awards cliff-vest post-2026—monitor Form 4 filings for disposition patterns and potential selling pressure around vest dates .
  • Retention and change-of-control economics: 2x cash severance (no CIC) and 3x with double trigger, plus full equity acceleration (target for 2024 awards in CIC)—valuable to the executive and potentially dilutive; deal scenarios must account for ~$11.6M accelerated equity value and cash severance .
  • Governance mitigants to dual role: Independent chair, majority-independent board, and independent-only committees reduce independence concerns from Powell’s director role .
  • Execution track record: TSR outperformance and NOI growth, asset monetization, and capital returns indicate disciplined execution; continued strategic review and asset sales (e.g., Brickell) could catalyze further value realization .

Say-on-Pay support (~97% in 2024; ~95% five-year average) suggests investor alignment with the current compensation framework .