Lynn Swann
About Lynn Swann
Lynn Swann (age 73) is an independent trustee of AMH, serving since 2020. He is a member of the Audit Committee and the Nominating and Corporate Governance Committee, and currently serves as a director of Apollo Global Management, Inc. (APO). He holds a B.A. from the University of Southern California and has been President of Swann, Inc. since 1976, bringing public-company board experience, governance, finance, sustainability, and audit committee expertise to AMH .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Swann, Inc. | President | Since 1976 | Executive leadership/management experience highlighted in AMH proxy biography |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Apollo Global Management, Inc. (NYSE: APO) | Director | Since 2022 | Current public company directorship |
| Xylem Inc. (NYSE: XYL) | Director | 2023–2024 | Prior public company directorship |
| Evoqua Water Technologies (formerly NYSE: AQUA) | Director | 2018–2023 | Prior public company directorship (company later acquired; service concluded) |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Mr. Swann is independent; entire Audit and Governance committees meet heightened independence standards |
| Committees | Audit; Nominating & Corporate Governance |
| Committee Meetings (2024) | Audit: 4; Nominating & Corporate Governance: 4 |
| Attendance | In 2024, the Board held 5 meetings and committees held 13; all trustees attended ≥75% of meetings of Board and committees on which they served |
| Board Leadership | Independent Chairperson (separate from CEO); regular executive sessions of non-management trustees |
| Time-Commitment Policy | Non-exec trustees limited to ≤3 other public company boards; Swann reported 1 current outside public board (APO), within limit |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Standard for non-management trustees |
| Committee member fees | $18,500 | Audit member: $11,500; Nominating & Corporate Governance member: $7,000 |
| Total cash paid (2024) | $98,500 | Matches reported trustee compensation table |
Performance Compensation
| Grant Type | Grant Date | Grant Value | Shares/Units | Vesting | Notes |
|---|---|---|---|---|---|
| RSU (annual director grant) | May 10, 2024 | $150,000 | 4,159 | Vests in full 1 year from grant (May 10, 2025) | Valued at $36.07 grant-date price; same structure for all non-management trustees |
AMH uses time-based RSUs for director equity (no performance conditions for trustees). Annual RSU target remained $150,000 in 2024, vesting after one year; no option grants to Swann in 2024 per the trustee compensation disclosure .
Other Directorships & Interlocks
| Area | Finding |
|---|---|
| Interlocks with AMH counterparties | No related-party transactions disclosed involving Swann in 2024; Audit Committee reviews related-party transactions under policy |
| Section 16 compliance | Company reported all Section 16 filings timely in 2024 except two late filings for the CAO; no late filings attributed to trustees by name |
Expertise & Qualifications
- Executive leadership; corporate governance; finance; sustainability; audit committee; treasury/capital allocation; HCM; public company board; senior management experience; government/regulatory; philanthropic activities .
- Audit Committee focuses include financial reporting integrity, internal controls, compliance, auditor oversight, related-party review, risk (including cybersecurity) oversight; the Board highlights quarterly cyber updates to Audit and annual full-board cyber reviews .
Equity Ownership
| Holder | Beneficially Owned Shares | Shares + OP Units | % of Common Shares Outstanding | % of Common + OP Units Outstanding | As-of Date |
|---|---|---|---|---|---|
| Lynn Swann | 27,368 | 27,368 | <1% | <1% | March 3, 2025 |
- Stock ownership guidelines: Non-management trustees must hold shares/equivalents valued at 5x the prior-year annual cash retainer (excl. committee fees); full compliance required within 5 years. Company reports all trustees are in compliance .
- Pledging: Proxy discloses a grandfathered pledge by a different insider; no pledges disclosed for Swann .
Governance Assessment
- Alignment and incentives: Director pay mix for 2024 was weighted to equity ($150,000 RSUs) vs $98,500 cash, implying ~60% equity/40% cash, which aligns interests with shareholders; one-year RSU vesting supports retention but is not performance-based .
- Independence and oversight: Swann is independent and sits on two oversight-centric committees (Audit; Nominating & Corporate Governance), reinforcing board checks and balances under an independent Chair structure with regular executive sessions .
- Engagement: Attendance met company thresholds in 2024 (≥75%); committee service across Audit and Governance indicates ongoing engagement in financial reporting, risk oversight, board refreshment, and policy matters .
- Ownership: Beneficially owns 27,368 shares (<1%); the company reports all trustees comply with stringent 5x retainer ownership guidelines, supporting “skin-in-the-game” alignment .
- Conflicts and related parties: No related-party transactions involving Swann disclosed for 2024; Audit Committee explicitly oversees related-party reviews, reducing conflict risk .
- Time commitments: AMH’s board service limits are conservative; Swann’s single outside public board seat (APO) is within policy .
RED FLAGS
- None disclosed specific to Swann: no attendance shortfalls, no pledging, no related-party transactions, and independence affirmed .