Bryan Smith
About Bryan Smith
Bryan Smith (age 51) is AMH’s Chief Executive Officer and a Trustee since January 1, 2025. He previously served as Chief Operating Officer (2019–2024), EVP & President of Property Management (2015–2019), and SVP & Director of Property Management (2012–2015). He holds a B.A. and M.B.A. from UCLA and is a Certified Public Accountant (inactive) . Under his leadership, AMH delivered 2024 growth in total revenues (+6.5%), Core FFO per share (+6.6%), and Core NOI for the total portfolio (+8.1%) year over year . In 2025, Core FFO per share grew 6.6% YoY in Q1 to $0.46 , 4.9% YoY in Q2 to $0.47 , and 6.2% YoY in Q3 to $0.47 with raised full-year guidance . Board governance: Smith was appointed to the Board concurrent with becoming CEO; the Chair is independent and the Board determined all members except Bryan Smith and Jack Corrigan are independent .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AMH | Chief Operating Officer | 2019–2024 | Led operating platform; managed execution during CEO succession |
| AMH | EVP & President of Property Management | 2015–2019 | Oversaw property operations and resident experience |
| AMH | SVP & Director of Property Management | 2012–2015 | Built property management capabilities during portfolio scale-up |
| American Homes 4 Rent Advisor, LLC | Senior Vice President of Acquisitions | Pre-2012 | Acquisition leadership at former external manager |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tax Review Group | Partner | Not disclosed | Finance and tax advisory experience |
| Watermark Group | Partner and CFO | Not disclosed | CFO responsibilities; capital discipline |
| Deloitte & Touche LLP | Senior | Not disclosed | Foundational audit/transactions training |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 (set) |
|---|---|---|---|
| Base Salary ($) | $624,000 | $731,500 (increased to $750,000 on 2/21/2024 for CEO succession) | $850,000 (post-promotion) |
| Target Bonus (% of Base) | 150% | 175% (raised with succession plan) | 175% (unchanged) |
| Actual Annual Incentive Paid ($) | $1,035,347 | $1,404,375 | Not disclosed |
Performance Compensation
Annual Incentive Plan (AIP) – FY 2024
| Component | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Corporate Metric – Core FFO per share | 70% | $1.7450 | $1.7713 | 110.0% of target component |
| Individual Goals | 30% | Pre-set leadership objectives | Achieved | 100.0% of target component |
| Aggregate Payout | 100% | — | — | 107.0% overall; Bryan Smith payout: $1,404,375 |
Equity Awards Granted in FY 2024
| Grant Date | Award Type | Units | Grant Date Fair Value ($) | Vesting/Performance Terms |
|---|---|---|---|---|
| 1/3/2024 | RSUs | 23,031 | $830,700 | Time-based; ratable over 3 years |
| 1/3/2024 | PSUs (50% Relative TSR, 50% Core FFO growth) | 34,547 | $1,432,300 | 3-year performance (2024–2026); payout 50–200% based on goals |
PSU Design and Realized Outcomes
| PSU Cohort | Relative TSR Component | Core FFO Growth Component | Aggregate Payout |
|---|---|---|---|
| 2022–2024 PSUs | 72nd percentile; 188.0% of component | Annual Core FFO growth 13.0%, 7.9%, 6.6%; 182.7% of component | 185.4% of target |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership | 155,628 common shares; <1% of outstanding |
| Stock Ownership Guidelines | CEO required to own 6× prior-year base salary; all NEOs in compliance |
| Anti-Hedging/Pledging | Hedging prohibited; new pledges prohibited (grandfathered only for former CEO); no pledges disclosed for Smith |
| Unvested RSUs (12/31/2024) | 23,031 units; market value $861,820 at $37.42/share |
| Unearned PSUs (probable outcome) | 51,821 units; market value $1,939,142 at $37.42/share |
| Options – Exercisable | 20,000 @ $23.38 (exp. 2/23/2027); 10,000 @ $19.40 (exp. 2/22/2028) |
| 2024 Exercises/Vesting | 90,000 options exercised; $1,966,379 value realized; 48,019 RSUs vested; $1,667,189 value realized |
Employment Terms
| Provision | CEO (Smith) | Other NEOs |
|---|---|---|
| Employment Agreement | None; serves at Board’s pleasure | None |
| Severance (no CIC) | 200% of base + target bonus; COBRA up to 24 months | 100% of base + target bonus; COBRA up to 12 months |
| CIC + Qualifying Termination (double-trigger) | 300% of base + target bonus; COBRA up to 36 months | 200% of base + target bonus; COBRA up to 24 months |
| Equity Treatment on CIC | If awards assumed/continued: full vest on qualifying termination within 2 years; if not continued: time-based RSUs vest; PSUs vest at target or actual depending on period elapsed | |
| Clawback Policy | Mandatory recovery for restatements; covers cash and equity incentives (3-year lookback) |
Estimated Potential Payments (as of 12/31/2024)
| Scenario | Cash + COBRA | Equity Vesting (RSUs + PSUs) | Total |
|---|---|---|---|
| Qualifying Termination (no CIC) | $2,087,000 | — | $2,087,000 |
| Qualifying Termination (CIC) | $4,174,100 (cash+COBRA) | $1,634,132 RSUs + $3,548,613 PSUs | $9,356,845 |
| CIC Without Termination | — | $1,634,132 RSUs + $3,548,613 PSUs | $5,182,745 |
| Death or Disability | — | $1,634,132 RSUs + $3,548,613 PSUs | $5,182,745 |
Board Service and Governance
- Board service: Trustee since 2025; no committee assignments listed (committees are fully independent) .
- Independence: Board determined each trustee other than Bryan Smith and Jack Corrigan is independent; Chairperson is independent; regular executive sessions held without management .
- Board activity: In 2024, Board held 5 meetings; all trustees met attendance thresholds; committees met 13 times .
- Director compensation: Non-management trustees receive $80,000 annual cash retainer plus committee/chair retainers and $150,000 in RSUs; employee trustees (including Smith) do not receive director pay .
Compensation Structure Analysis
- Pay mix: Significant equity weighting via PSUs (60%) and RSUs (40%) aligns with multi-year outcomes; AIP tied primarily to Core FFO growth (70%) with individual leadership goals (30%) .
- Metric rigor: PSUs tied to relative TSR vs 30 REIT/residential peers and absolute Core FFO growth; 2022–2024 PSU payout certified at 185.4% of target, evidencing strong multi-year performance .
- Governance safeguards: No tax gross-ups; no option repricing; robust clawback; anti-hedging/anti-pledging; double-trigger CIC vesting on time-based awards .
- Ownership alignment: CEO guideline at 6× salary; all NEOs in compliance; anti-pledging reduces misalignment risk .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: 97% support at 2024 AGM; program maintained with strong investor engagement .
Performance & Track Record
| Period | Key Operating/Financial Highlights |
|---|---|
| FY 2024 | Revenues +6.5% YoY; Core FFO/share +6.6% YoY; Core NOI +8.1% YoY; raised quarterly distribution +15% |
| Q1 2025 | Core FFO/share $0.46 (+6.6% YoY); Same-Home occupancy 95.9% with blended rate growth 3.6% |
| Q2 2025 | Core FFO/share $0.47 (+4.9% YoY); blended rate growth 4.3%; issued $650m 4.95% notes due 2030 |
| Q3 2025 | Core FFO/share $0.47 (+6.2% YoY); fully unencumbered balance sheet; guidance midpoint raised to $1.87 |
Equity Ownership & Insider Activity Signals
- 2024 activity included exercise of 90,000 options ($1.97m realized) and RSU vesting (48,019 shares; $1.67m realized), indicating periodic liquidity events that could influence near-term supply dynamics .
- Upcoming vesting cadence: RSUs vest ratably over three years from grant; PSUs conclude on three-year cycles; monitor Form 4 filings around annual vest dates (January–February) for potential selling pressure .
Compensation Committee & Peer Group
- Human Capital & Compensation Committee: Independent trustees; uses Semler Brossy as independent consultant; conducts annual risk assessment .
- Compensation benchmarking peer group (2024): Includes REITs such as Equity Residential, Invitation Homes, UDR, Essex, AvalonBay; revised to reflect market changes .
- Relative TSR peer group (for PSUs): 30 REIT/residential names including Invitation Homes, UDR, Tricon, Camden, Sun Communities .
Investment Implications
- Alignment: Heavy equity-based, multi-year PSU design tied to TSR and Core FFO supports shareholder alignment; robust ownership and anti-hedging/pledging policies further enhance alignment .
- Retention: Double-trigger CIC benefits and clear severance multiples provide stability; 2025 base/target comp reset reflects expanded responsibilities post-succession .
- Execution: Operating results and guidance raises in 2025 point to disciplined growth and margin preservation; prior PSU outperformance suggests sustained capability to deliver value vs peers .
- Trading signals: Watch scheduled equity vesting windows and any option exercises for potential stock supply; no pledging by Smith mitigates forced sales risk; strong say-on-pay support lowers governance overhang .