Matthew Zaist
About Matthew Zaist
Independent trustee of AMH since 2020; age 50. Currently Chief Executive Officer of The New Home Company (since 2021), with prior leadership at William Lyon Homes (President & CEO; President & COO), bringing homebuilding, governance, capital allocation, and human capital expertise. Education: B.S., Rensselaer Polytechnic Institute. Qualifications cited by AMH include executive leadership, real estate/REIT experience, finance/accounting, corporate governance, risk management, investor relations, capital markets, and technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The New Home Company | Chief Executive Officer | 2021–Present | Operational leadership in homebuilding; oversight of financial statements, risk, executive compensation |
| William Lyon Homes (formerly NYSE: WLH) | President & CEO; President & COO | Not specified (prior to 2020) | Oversight of financial statements, risk management, executive compensation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| William Lyon Homes (formerly NYSE: WLH) | Director | 2016–2020 | Only public directorship disclosed; no current public board roles disclosed |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Human Capital & Compensation Committee .
- Independence: AMH Board determined all committee members (and all trustees other than Bryan Smith and Jack Corrigan) are independent under NYSE rules (Feb 2025 review); Zaist is independent .
- Meetings and attendance: In 2024, Board held 5 meetings; committees held 13 (Audit: 4; Human Capital & Compensation: 5; Nominating & Corporate Governance: 4). All trustees attended at least 75% of Board/committee meetings; 11 trustees attended the virtual 2024 annual meeting .
- Governance practices: Independent Chair; executive sessions of non‑management trustees each regular meeting; annual self‑evaluations; robust policies (anti‑hedging/anti‑pledging; clawback; share ownership; majority voting; double‑trigger vesting) .
| Committee | 2024 Meetings |
|---|---|
| Audit | 4 |
| Human Capital & Compensation | 5 |
| Nominating & Corporate Governance | 4 |
Fixed Compensation
| Component (Non‑employee Trustee) | 2023 | 2024 |
|---|---|---|
| Cash paid | $97,250 | $107,000 |
| Equity awards (RSUs grant date fair value) | $150,000 | $150,000 |
| Total | $247,250 | $257,000 |
| Equity Grant Detail | 2023 | 2024 |
|---|---|---|
| Grant date | May 9, 2023 | May 10, 2024 |
| RSU count | 4,259 RSUs vesting 1‑yr | 4,159 RSUs vesting 1‑yr |
| Grant date share price used | $35.22 | $36.07 |
| Value (per trustee) | $150,000 | $150,000 |
- Program design: Annual cash retainer ($80,000), plus chair fees ($20,000 for Nominating & Corporate Governance), committee membership fees ($7,000 for HCC/NCG; $11,500 for Audit), and annual RSUs valued at $150,000 that vest fully after one year; reasonable expenses reimbursed .
Performance Compensation
- No performance‑based equity disclosed for directors; director equity is time‑based RSUs vesting after one year; no options or PSUs granted to Zaist are disclosed .
- Performance metrics (Core FFO, relative TSR) apply to executive officers, not director pay .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| William Lyon Homes (public, prior) | Former director (2016–2020) | No current interlock disclosed |
| The New Home Company (current employer) | CEO (since 2021) | Board annually reviews trustee time commitments and independence; Zaist deemed independent; no related‑party transactions disclosed involving Zaist . |
Expertise & Qualifications
- Executive leadership and real estate/REIT expertise; treasury/capital allocation; finance/accounting; corporate governance; risk assessment/management; investor relations; capital markets; technology .
- As NCG Chair, engaged in shareholder outreach (participated in investor meetings in 2024–2025 as noted) .
Equity Ownership
| As‑of Date | Beneficially Owned Shares | % of Common Shares | Notes |
|---|---|---|---|
| Mar 1, 2024 | 14,607 | <1% (*) | From AMH Share Ownership table |
| Mar 3, 2025 | 18,866 | <1% (*) | From AMH Share Ownership table |
- Trustee ownership policy: Must hold Class A shares/equivalents equal to 5× prior year annual cash retainer; all trustees in compliance; securities pledged, PSUs, and option shares do not count toward compliance .
- Anti‑hedging/anti‑pledging: Hedging and new pledges prohibited; one grandfathered pledge applies only to former CEO David Singelyn—not to trustees generally .
Governance Assessment
- Independence and chair role: Governance strength—Zaist is independent, chairs Nominating & Corporate Governance, and serves on Human Capital & Compensation; committee charters emphasize board succession, governance guidelines, compensation oversight, and shareholder engagement .
- Attendance & engagement: Board and committees active in 2024; all trustees met attendance thresholds; NCG Chair involved in investor outreach—positive for board accountability .
- Compensation alignment: Director pay structure balanced (cash + one‑year RSUs), modest totals; clear ownership guideline compliance—alignment with shareholders .
- Shareholder voting sentiment: 2025 election support for Zaist was materially lower relative to peers (For: 347,602,590; Against: 24,386,097; Abstain: 130,956), while most nominees had much smaller opposition—monitor sentiment and engagement focus for NCG Chair .
- Related‑party risk: AMH reports no related‑party transactions involving Zaist; disclosed related‑party items limited to a trustee’s family employment and Singelyn’s grandfathered pledge—no conflicts identified for Zaist .
- Say‑on‑pay outcomes: Strong support (2024 say‑on‑pay ~97% approval; 2025 vote For: 352,198,713; Against: 19,796,061; Abstain: 124,869) indicating investor confidence in compensation oversight, relevant to Zaist’s HCC committee role .
2025 Annual Meeting Voting Snapshot (Proposal 1 – Trustees)
| Nominee | Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| Matthew Zaist | 347,602,590 | 24,386,097 | 130,956 | 7,120,021 |
RED FLAGS
- Elevated “Against” votes for Zaist in 2025 relative to other nominees—potential investor concern; continued engagement advisable for NCG Chair .
- No hedging/pledging by trustees permitted; monitor ongoing compliance; no pledges disclosed for Zaist .
Insider trades table: Not disclosed in proxy/8‑K materials reviewed; Form 4 data not provided—skipping per disclosure availability .