Jay Willoughby
About Jay Willoughby
Jay Willoughby, age 66, is an independent trustee of AMH, serving since 2019. He is Chief Investment Officer at TIFF Investment Management (since 2015) and previously served as CIO of the Alaska Permanent Fund; his background spans investment management, capital allocation, and risk oversight. He sits on AMH’s Audit Committee and Human Capital & Compensation Committee, and holds a B.A. from Pomona College and an M.B.A. from Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TIFF Investment Management | Chief Investment Officer | Since 2015 | Institutional CIO leading multi-asset allocation and risk oversight |
| Alaska Permanent Fund | Chief Investment Officer | Not disclosed | Led sovereign fund investment strategy and risk management |
| Ironbound Capital Management | Co-Managing Partner | Not disclosed | Investment management leadership |
| MLIM Equity Funds | Chief Investment Officer, Head of Research | Not disclosed | Equity research and portfolio oversight |
| Merrill Lynch Real Estate Fund | Senior Portfolio Manager | Not disclosed | Real estate portfolio management |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed for Willoughby |
Board Governance
- Independence: Willoughby is classified as “independent”; AMH’s independent trustees constituted ~77% of the Board in 2025 and ~83% in 2024; all members of Audit, Human Capital & Compensation, and Nominating committees are independent .
- Attendance: In 2024, all trustees attended at least 75% of Board and applicable committee meetings; the Board met 5 times and committees met 13 times .
- Executive sessions: Non-management and independent trustees meet regularly in executive session .
| Committee | Membership | Chair Role | 2024 Meetings |
|---|---|---|---|
| Audit | Member | No | 4 |
| Human Capital & Compensation | Member | No | 5 |
| Nominating & Corporate Governance | Not a member | — | 4 |
Fixed Compensation
| Component (2024) | Detail | Amount |
|---|---|---|
| Annual Cash Retainer | Non-management trustee retainer | $80,000 |
| Committee Fees | Audit Committee member | $11,500 |
| Committee Fees | Human Capital & Compensation Committee member | $7,000 |
| Total Cash Paid (2024) | As reported | $98,500 |
| Equity Component | Grant Date | Number of RSUs | Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU grant | May 10, 2024 | 4,159 | $150,000 (at $36.07/share) | Vests in full after one year |
| Options outstanding | As of Dec 31, 2024 | 10,000 (fully vested/exercisable) | N/A | Legacy options held |
- Trustee compensation structure includes a mix of cash retainers and annual RSU grants; chairs receive higher retainers (not applicable to Willoughby) .
Performance Compensation
| Performance-Based Component | Metrics | Status |
|---|---|---|
| Trustee performance awards | N/A | AMH trustee equity awards are time-based RSUs; no PSU or bonus metrics disclosed for trustees |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation committee interlocks | None; no HCC members are/were company officers; no reciprocal executive board service interlocks reported |
Expertise & Qualifications
- Qualifications: Executive leadership; REIT and real estate exposure; treasury/capital allocation; finance/accounting/auditing; corporate governance; sustainability; risk management; investor relations; capital markets; audit committee experience; financial literacy .
- Board skills matrix reflects broad finance and risk expertise aligned with Audit Committee oversight .
Equity Ownership
| Date | Beneficial Ownership (Shares) | Options (Exercisable) | Notes |
|---|---|---|---|
| Mar 3, 2025 | 28,054 | 10,000 | Beneficial ownership table; options noted in footnotes |
| Mar 1, 2024 | 23,795 | 10,000 | Beneficial ownership table; options noted in footnotes |
- Ownership guidelines: Trustees must own shares worth 5x annual cash retainer; all trustees are in compliance; anti-hedging and anti-pledging policies prohibit new pledges/hedges .
Governance Assessment
- Strengths
- Independent director with dual committee roles (Audit and HCC), providing balanced oversight across financial reporting and human capital/compensation .
- Meets attendance thresholds (≥75% in 2024); participates in a board with regular executive sessions reinforcing independent oversight .
- Alignment via equity: annual RSU grants; compliance with robust ownership guidelines; anti-hedging/anti-pledging policies enhance alignment and risk control .
- No related-party transactions or compensation interlocks involving Willoughby disclosed; reduces conflict risk .
- Potential Watch Items
- Legacy stock options exist (10,000), but no pledging or hedging permitted under policy; no red flags indicated for Willoughby specifically .
- Board tenure mix and ongoing refreshment policies mitigate entrenchment; Willoughby’s tenure since 2019 is moderate .
Overall, Willoughby’s governance posture (independent status, Audit/HCC committee service, ownership alignment, and clean related-party profile) supports investor confidence in board effectiveness at AMH .
Insider Trades
- Attempted to fetch AMH Form 4 transactions for “Jay Willoughby” (2023–2025) using the insider-trades skill script, but the sandbox timed out, preventing retrieval. Searched by person name tokens and filing date per skill guidance. No additional Form 4 details are available in the proxy for Willoughby. If you’d like, I can re-run the insider-trades query or expand the date range to capture any transactions once the tool issue is resolved [ReadFile(/public/skills/insider-trades/SKILL.md)].
RED FLAGS
- None identified for Willoughby in 2024–2025 disclosures: no related-party transactions, no hedging/pledging, no attendance concerns, and no interlock conflicts reported .