Douglas Benham
About Douglas Benham
Independent trustee of AMH since 2016; age 68. President and CEO of DNB Advisors, LLC, with prior senior leadership roles in restaurant businesses (Executive Chair of Bob Evans Farms, former President & CEO of Arby’s, former CFO of RTM Restaurant Group). Holds a B.A. from the University of West Florida. Recognized for extensive management, corporate governance, and executive/employee compensation expertise, qualifying him to chair AMH’s Human Capital & Compensation Committee and serve on Nominating & Corporate Governance.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DNB Advisors, LLC | President & CEO | Since 2006 | Advisory leadership; compensation/governance expertise leveraged at AMH |
| Bob Evans Farms, LLC | Executive Chair of the Board | Not disclosed | Board leadership in consumer/restaurant sector |
| Arby’s Restaurant Group, Inc. | President & CEO | Not disclosed | Executive leadership; compensation and operational oversight |
| RTM Restaurant Group, Inc. | Chief Financial Officer | Not disclosed | Finance/accounting; governance and capital allocation experience |
External Roles
| Organization | Role | Public Company? | Committees/Impact |
|---|---|---|---|
| DNB Advisors, LLC | President & CEO | Private | Strategic advisory; compensation/governance expertise |
| Bob Evans Farms, LLC | Executive Chair | Private | Board leadership; sector experience |
| Arby’s Restaurant Group, Inc. | Former President & CEO | Private (during tenure) | Operational leadership; pay and governance exposure |
| RTM Restaurant Group, Inc. | Former CFO | Private | Finance/accounting competency |
No current public company directorships are disclosed for Mr. Benham in AMH’s proxy; “Public Directorships” are listed for several other trustees but not for Mr. Benham.
Board Governance
- Committee assignments: Chair, Human Capital & Compensation; Member, Nominating & Corporate Governance. Independent trustee.
- Meeting attendance: Board held 5 meetings; all trustees attended at least 75% of Board and committee meetings on which they served in 2024.
- 2024 committee meetings: Audit (4), Human Capital & Compensation (5), Nominating & Corporate Governance (4).
- Independence status: Board ~77% independent in 2024; ~82% expected post-2025 election; all members of Audit, Human Capital & Compensation, and Nominating & Corporate Governance committees are independent.
- Board leadership and executive sessions: Independent Chair (Matthew Hart); non-management trustees hold executive sessions at each regularly scheduled Board meeting; independent trustees meet separately at least annually.
- Time-commitment policy: Non-executive trustees generally limited to service on no more than three other public company boards; audit committee members limited to two other audit committees.
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Base non-management trustee retainer |
| Committee chair fee (Human Capital & Compensation) | $20,000 | Chair premium |
| Committee membership fee (Nominating & Corporate Governance) | $7,000 | Member premium |
| Total cash paid (Benham) | $107,000 | Matches reported cash compensation |
| Meeting fees | Not disclosed | Not specified in program |
Trustees receive reimbursement for reasonable out-of-pocket expenses; trustees who are employees receive no trustee compensation.
Performance Compensation
| Equity Instrument | Grant Date | Grant Value | Units/Shares | Vesting | Details |
|---|---|---|---|---|---|
| Annual RSU grant | May 10, 2024 | $150,000 | 4,159 RSUs | Vests in full one year from grant (May 10, 2025) | Valued at $36.07/share (NYSE close) on grant date |
| Stock options (outstanding, fully vested/exercisable) | Various prior grants | N/A | 30,000 options | Fully vested as of 12/31/2024 | Strike prices/expirations not disclosed for trustees |
- Director equity program is time-based RSUs; no performance-based (PSU) grants for non-management trustees are disclosed.
- Share ownership guidelines: Trustees must hold 5x prior-year annual cash retainer (excluding committee fees); all trustees are in compliance. Securities pledged and performance-based RSUs do not count toward compliance.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Mr. Benham in AMH proxy |
| Compensation committee interlocks | None; no AMH executives serve on boards/committees of companies with reciprocal interlocks. |
| Related-party transactions | None involving Mr. Benham disclosed; 2024 related-party items involved relatives of another trustee (Corrigan) and were approved under policy. |
Expertise & Qualifications
- Extensive experience in executive leadership, corporate governance, and executive/employee compensation from leading restaurant businesses.
- Qualification highlights include human capital management, finance/accounting/auditing, risk management, investor relations, and capital markets exposure; supports his role as HCCC Chair.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | 52,376 | As of March 3, 2025 |
| Common shares + OP units beneficially owned | 64,584 | OP units may be exchangeable for Class A shares |
| Ownership as % of shares outstanding | <1% | Asterisk denotes less than 1% |
| Vested stock options outstanding | 30,000 | Fully exercisable as of 3/1/2025 |
| Unvested RSUs (2024 annual grant) | 4,159 | Vesting May 10, 2025 |
- Anti-hedging and anti-pledging policy: No new pledges permitted; hedging prohibited. One grandfathered pledge applies to a former CEO, not to Mr. Benham.
Governance Assessment
- Strengths: Independent HCCC Chair with deep compensation/governance expertise; committee uses an independent consultant (Semler Brossy) and oversees robust clawback policy, pay fairness, succession, and human capital programs. 2024 say-on-pay support ~97% indicates strong investor alignment.
- Alignment: Director compensation mix favors equity (time-based RSUs) plus modest cash; share ownership guidelines at 5x retainer with full compliance enhances alignment; options are fully vested legacy grants.
- Independence/engagement: Clear independence determination; executive sessions at each Board meeting; attendance threshold met; time-commitment guardrails reduce overboarding risk.
- Conflicts/RED FLAGS: No related-party transactions involving Mr. Benham disclosed; no pledging/hard conflicts noted; compensation committee interlocks absent. Board prohibits hedging/pledging and does not permit option repricing or tax gross-ups for executive officers.
Overall signal: As HCCC Chair during a CEO transition and amid strong say-on-pay outcomes, Benham’s governance profile supports investor confidence through pay-for-performance rigor, succession oversight, and adherence to conservative ownership/hedging policies.