Matthew Hart
About Matthew Hart
Matthew J. Hart, age 73, is an independent trustee and Chairperson of the Board at AMH; he has served on the Board since 2012 and as Chair since 2023. He is the retired President and COO of Hilton Hotels Corporation and previously held senior finance and treasury roles at The Walt Disney Company, Host Marriott, Marriott Corporation, and Bankers Trust; he holds a B.A. from Vanderbilt University and an M.B.A. from Columbia University . Hart is identified as independent by the Board and currently serves in the separate, independent Chair structure, which the Board views as enhancing checks and balances and governance effectiveness .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hilton Hotels Corporation | President & COO; EVP; CFO | 1996–2007 | Senior operating and finance leadership for a large public company |
| The Walt Disney Company | Senior Vice President & Treasurer | Not disclosed | Corporate treasury, capital markets, governance experience |
| Host Marriott Corp. | Executive Vice President & CFO | Not disclosed | Public company finance oversight |
| Marriott Corporation | Senior Vice President & Treasurer | Not disclosed | Treasury/capital allocation leadership |
| Bankers Trust Company | Vice President, Corporate Lending | Not disclosed | Credit, corporate finance background |
External Roles
| Company | Role | Start Year | Committees (if disclosed) |
|---|---|---|---|
| American Airlines Group (NASDAQ: AAL) | Director | 2013 | Not disclosed in AMH proxy |
| Air Lease Corporation (NYSE: AL) | Director | 2010 | Not disclosed in AMH proxy |
Board Governance
- Role: Independent Chairperson of the Board; independent committees (Audit; Human Capital & Compensation; Nominating & Corporate Governance) and majority independent Board; Hart listed as independent .
- Committee assignments: Hart is Board Chair; no standing committee membership disclosed for Hart in 2024 .
- Attendance and engagement: In 2024 the Board held 5 meetings and committees held 13; all trustees attended at least 75% of meetings of the Board and committees on which they served. Non-management trustees hold executive sessions regularly (generally at every scheduled Board meeting), presided over by the Chairperson .
- Time-commitment policy: Non-executive trustees may serve on up to three other public company boards; Audit Committee members capped at two other audit committees, supporting workload discipline (Hart serves on two outside boards, within policy) .
- Independence review: In February 2025, the Board determined all trustees except Bryan Smith and Jack Corrigan were independent; all members of Audit, Human Capital & Compensation, and Nominating & Corporate Governance Committees were independent .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Non-management trustee base retainer |
| Chair of the Board cash retainer | $50,000 | Additional cash retainer for Board Chair |
| Total cash paid (2024) | $130,000 | Sum of base + chair retainer |
Performance Compensation
| Equity Award | Grant Date | Units | Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSU (annual director grant) | May 10, 2024 | 4,159 | $150,000 | Vests in full one year from grant (May 10, 2025) |
- Director equity is time-based (no performance metrics); all non-management trustees received RSUs valued at $150,000 on the 2024 Annual Meeting date, determined at the closing share price of $36.07; Hart held 4,159 RSUs as of year-end, vesting May 10, 2025 .
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| External public boards | AAL (since 2013), AL (since 2010) |
| Potential interlocks/conflicts | No AMH-related party transactions disclosed involving Hart in 2024; related-party items disclosed involve compensation to family members of another trustee (Corrigan) and were approved under policy . |
| Board service capacity | Within AMH guidelines limiting non-executive trustees to three other public boards . |
Expertise & Qualifications
- Executive leadership in large public companies; finance/accounting/auditing; treasury and capital allocation; corporate governance; REIT and real estate experience; risk assessment & management; investor relations; audit committee literacy; cybersecurity awareness; capital markets; public company board and senior management experience .
Equity Ownership
| Metric | Amount | Date/Notes |
|---|---|---|
| Common shares beneficially owned | 74,441 | As of March 3, 2025 |
| Options (fully vested & exercisable) | 30,000 | As of Dec 31, 2024; non-management trustee options disclosed |
| RSUs outstanding | 4,159 | Vest on May 10, 2025 |
| Ownership % of shares outstanding | Less than 1% | As of March 1–3, 2025 table; “*” denotes <1% |
| Ownership policy | Trustees must hold ≥5× prior year’s annual cash retainer; all trustees in compliance | |
| Hedging/pledging | Company prohibits hedging and new pledges; grandfathered pledge applies only to former CEO, not Hart |
Governance Assessment
- Board effectiveness: Independent Chair structure with regular executive sessions strengthens oversight; committees are fully independent; formalized risk and governance frameworks and active succession planning improve confidence .
- Independence & conflicts: Hart is independent; no Hart-specific related-party transactions disclosed; anti-hedging/anti-pledging policies and robust ownership guidelines reinforce alignment .
- Attendance signal: Board and committee attendance threshold met (≥75% for all trustees), with regular executive sessions indicating active engagement .
- Compensation alignment: Director pay mix balances cash ($130,000) and equity ($150,000) with one-year vesting RSUs; ownership guideline at 5× retainer and compliance reported across trustees supports skin-in-the-game .
- Workload risk: Two external public boards (AAL, AL) are within AMH’s time-commitment limits; Audit Committee cap further mitigates overload risk (Hart is not disclosed as serving on AMH Audit Committee) .
- Shareholder sentiment: Say-on-pay approval was ~97% in 2024, supporting overall governance and compensation credibility for AMH, indirectly reinforcing board oversight quality .
- RED FLAGS: None specifically associated with Hart in 2024 disclosures; no pledging by Hart, no related-party transactions involving Hart, no delinquent Section 16 reporting noted for Hart (late filings disclosed for another officer) .