David Goldberg
About David Goldberg
David Goldberg, age 75, has served as an independent trustee of AMH since 2019; he is a retired Executive Vice President of AMH and previously served as Senior Vice President and General Counsel at Public Storage (NYSE: PSA). He holds an A.B. from Boston University and a J.D. from the University of California, Berkeley, with core credentials in corporate governance, securities, capital markets, risk management, and legal matters relevant to public and private real estate companies . Under AMH’s Trustee Retirement Policy, he will reach retirement age prior to the 2026 Annual Meeting, signaling an expected upcoming board transition .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AMH | Executive Vice President | 2012–2019 | Senior public REIT operating experience; governance and risk management expertise . |
| Public Storage (NYSE: PSA) | Senior Vice President and General Counsel | Not disclosed | Public company legal leadership; capital markets and governance experience . |
| American Commercial Equities | Manager | Not disclosed | Real estate operating experience . |
| Law Firm of Sachs & Phelps | Partner | Not disclosed | Legal practice leadership . |
| Law Firm of Agnew, Miller & Carlson | Associate and Partner | Not disclosed | Legal practice . |
| Law Firm of Hufstedler, Miller, Carlson & Beardsley | Partner | Not disclosed | Legal practice . |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed in AMH’s 2025 proxy biography for Mr. Goldberg . |
Board Governance
- Independence: Listed as an independent trustee; the Board’s 2025 annual review determined all committee members and all trustees other than the CEO and one non-independent trustee are independent under NYSE rules .
- Committee assignments: No current committee memberships are shown for Goldberg in the 2025 nominee table; he is not listed among members of the Audit, Human Capital & Compensation, or Nominating & Corporate Governance Committees for 2024 .
- Attendance and engagement: In 2024, the Board met 5 times and committees met 13 times; all trustees attended at least 75% of the Board and applicable committee meetings; independent trustees hold executive sessions generally at each regularly scheduled meeting .
- Retirement/refreshment: AMH’s mandatory retirement policy precludes nomination if a trustee is older than 75 on day one of the new term; Mr. Goldberg will reach retirement age prior to the 2026 Annual Meeting (expected transition signal) .
- Board structure and time commitment: Three standing independent committees; policy limits outside boards to ensure adequate time; added audit-committee service limits recognizing time intensity .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Standard non-management trustee retainer; unchanged from 2023 . |
| Audit Committee chair fee | $30,000 | Not applicable to Goldberg (not a chair) . |
| HCC and N&CG chair fee | $20,000 | Not applicable to Goldberg (not a chair) . |
| Audit Committee member fee | $11,500 | Not applicable to Goldberg (not a member) . |
| HCC and N&CG member fee | $7,000 | Not applicable to Goldberg (not a member) . |
| Total cash paid to Goldberg (2024) | $80,000 | Per trustee compensation table . |
Performance Compensation
| Award Type | Grant Date | Units/Value | Vesting | Valuation Details |
|---|---|---|---|---|
| RSUs (annual grant) | May 10, 2024 | $150,000 (per trustee); 4,159 RSUs per non-management trustee | Vests in full one year from grant (May 10, 2025) | Valued at $36.07 per share on grant date; amounts per ASC 718 . |
| Stock options | — | None disclosed for Goldberg | — | Options outstanding were listed for certain other trustees; Goldberg not listed . |
Director equity is time-based, not performance-conditioned; no director-specific PSU metrics are disclosed (performance metrics in the proxy apply to executives, not directors) .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Consideration | Disclosure Status |
|---|---|---|---|
| Public Storage (NYSE: PSA) | Former SVP & GC | Historical overlap with AMH trustee network (e.g., other trustees with PSA ties); no related-party transactions disclosed involving Goldberg | Biography confirms prior PSA role; Related-party section lists no Goldberg transactions in 2024 . |
| American Commercial Equities | Manager (prior) | Historical association overlaps with AMH trustee network; no related-party transactions disclosed involving Goldberg | As above . |
Expertise & Qualifications
- Executive leadership in public REIT operations; corporate governance; securities and capital markets; risk assessment; legal expertise; public company senior management; government/regulatory and philanthropic activities .
Equity Ownership
| Metric | Amount | As Of | Notes |
|---|---|---|---|
| Common shares beneficially owned (Goldberg) | 50,877 | March 3, 2025 | Less than 1% of shares outstanding . |
| Common shares and OP units beneficially owned (Goldberg) | 590,943 | March 3, 2025 | Less than 1% including exchangeable OP units . |
| Trustee ownership guidelines | 5× prior-year annual cash retainer (RSUs time-based, OP units and time-vested RSUs count; pledged, PSU, option shares excluded) | — | All trustees are in compliance . |
| Hedging/pledging policy | No hedging or future pledging by employees or trustees | — | Governance “What we don’t do” list . |
Governance Assessment
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Strengths for investor confidence
- Independence affirmed; no related-party transactions involving Goldberg disclosed for 2024; Audit Committee oversees related-party reviews .
- Solid attendance culture and regular executive sessions; constraints on outside board service support engagement and effectiveness .
- Director pay structure is balanced (cash + equity), stable vs. 2023, with one-year RSU vesting and robust share ownership guidelines; policy prohibits hedging and future pledging by trustees .
- Shareholder support context: Say‑on‑pay received ~97% approval in 2024, indicating favorable sentiment toward AMH’s compensation governance broadly (executive program) .
-
Watch items / potential concerns
- Approaching retirement under the Trustee Retirement Policy suggests near-term board transition; succession planning is active, but turnover could reduce individual continuity .
- No current committee assignment may limit Goldberg’s direct influence over key oversight areas (audit, compensation, nominating) in the current cycle .
- Historical affiliations with PSA and American Commercial Equities create network overlaps on the board; however, no related-party transactions involving Goldberg are disclosed for 2024, and independence was affirmed .
Additional context on board processes: committees are fully independent; the HCC Committee engages independent consultant Semler Brossy; AMH maintains a mandatory clawback policy for executives; these signal disciplined governance practices overseen by the board at large .