Michelle Kerrick
About Michelle Kerrick
Independent trustee of AMH since 2020; age 62; former West Region Market Leader and Managing Partner at Deloitte & Touche LLP with a 35-year audit/assurance career; holds a B.S. from Northern Arizona University; designated by AMH as an “audit committee financial expert” under SEC rules and currently serves as Chair of the Audit Committee. She is independent under NYSE rules per the Board’s February 2025 determination.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | West Region Market Leader | 2019–2020 | Regional leadership; risk, audit, client service oversight |
| Deloitte & Touche LLP | Managing Partner – Los Angeles | 2010–2020 | Led LA office; governance, finance/accounting expertise |
| Deloitte & Touche LLP | Various positions | 1985–2010 | Progressive audit/assurance roles building finance/audit depth |
External Roles
| Organization | Role | Start | Committees/Notes |
|---|---|---|---|
| The Beauty Health Company (NASDAQ: SKIN) | Director | 2021 | Committee roles not specified in AMH proxy |
| LDH Growth Corp I (NASDAQ: LDHA) | Director | 2021 | Committee roles not specified in AMH proxy |
Board Governance
- Committee assignments: Chair, Audit Committee; not listed on Human Capital & Compensation (HCC) or Nominating & Corporate Governance (NCG). Audit Committee held 4 meetings in 2024; Board held 5 meetings; all trustees attended at least 75% of Board/committee meetings on which they served.
- Independence: The Board determined in Feb 2025 that all Audit, HCC, and NCG members are independent; Kerrick is designated independent and is one of two Audit Committee Financial Experts (with James Kropp).
- Audit oversight: As Audit Chair, she oversaw integrity of financial reporting, internal controls, compliance, auditor independence, related-party transaction reviews, and risk (including cybersecurity) oversight; she signed the 2024 Audit Committee Report recommending inclusion of audited financials in the 10-K and re-appointment of EY.
- Governance practices impacting directors: Independent Chair; executive sessions of independent trustees; ownership, clawback, anti-hedging and anti-pledging policies; majority voting standard for trustees.
Fixed Compensation
| Component (Non-Employee Director, 2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Standard cash retainer for non-management trustees |
| Audit Committee Chair fee | $30,000 | Incremental cash for Audit Chair |
| Total cash paid (Kerrick) | $110,000 | Per trustee compensation table |
| Annual RSU grant | $150,000 | Granted on May 10, 2024; vests in one year |
| Number of RSUs granted | 4,159 | Based on $150,000 at $36.07 grant-date price; also disclosed as unvested RSUs held by each non-management trustee as of 12/31/24 |
| Total 2024 director comp (Kerrick) | $260,000 | Cash $110,000 + Stock $150,000 |
| Mix (calculated) | ~42% cash / ~58% equity | Computed from table amounts disclosed |
Performance Compensation
| Feature | Detail |
|---|---|
| Formulaic performance metrics for directors | None; non-employee director equity is time-vested RSUs (no PSUs/options) |
| Vesting | Annual RSU grants vest in full one year from grant date |
Other Directorships & Interlocks
- Current public boards: The Beauty Health Company (SKIN) since 2021; LDH Growth Corp I (LDHA) since 2021. No committee roles disclosed in AMH proxy.
- Compensation committee interlocks: AMH discloses no compensation committee interlocks for current HCC members (Kerrick is not on HCC).
Expertise & Qualifications
- Finance/accounting/audit; risk management; corporate governance; technology exposure; qualifies as Audit Committee Financial Expert; brings public company board experience.
- As Audit Chair, role includes oversight of financial reporting integrity, internal controls, auditor independence, related-party review, and cybersecurity risk oversight.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Common shares beneficially owned (3/3/2025) | 14,350 | As reported in “Share Ownership of Trustees and Management” |
| % of shares outstanding | <1.0% | Marked “*” less than 1.0% in table |
| OP units beneficially owned | 0 | Same value for shares and shares+OP units indicates none |
| Unvested RSUs held (12/31/2024) | 4,159 | Vests May 10, 2025 |
| Stock options outstanding | Not disclosed for Kerrick | Footnote lists option holdings for certain trustees; Kerrick not listed |
| Ownership guidelines | 5x prior-year cash retainer for trustees; all trustees in compliance | |
| Hedging/pledging | Hedging prohibited; new pledges prohibited since 2022. Only disclosed pledge relates to former CEO, not Kerrick. |
Compensation & Shareholder Feedback Signals
- 2025 Say-on-Pay: Votes For 352,198,713; Against 19,796,061; Abstain 124,869; Broker non-votes 7,120,021 (≈94.7% approval of votes cast; calculated from disclosed counts).
- 2024 Say-on-Pay: 97% approval noted in proxy; no program changes due to strong support.
Related-Party and Conflicts Review
- Related-party transactions: 2024 disclosures list employee relatives of another trustee; no related-party transactions identified involving Kerrick.
- Auditor oversight and independence: Audit Committee (chaired by Kerrick) recommended EY re-appointment; audit and audit-related fees disclosed; pre-approval policy in place.
Governance Assessment
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Strengths for investor confidence
- Independent Audit Committee Chair with SEC-designated financial expert status; clear remit over internal controls, compliance, and cybersecurity; signed 2024 Audit Committee Report.
- Strong ownership alignment through mandatory director ownership policy (5x cash retainer) with full Board compliance; equity grants in RSUs with one-year vesting.
- Independence affirmed in Feb 2025; all Audit members independent and financially literate.
- Attendance and engagement: Board met 5 times; all trustees ≥75% attendance; Audit Committee met 4 times in 2024.
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Potential watch items
- Additional external directorships at SKIN and LDHA increase time commitments; AMH policy limits audit committee service load and total external boards (monitored annually by NCG).
- Continued monitoring of related-party transactions (none involving Kerrick disclosed) and adherence to anti-hedging/anti-pledging (no pledges disclosed for Kerrick).
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Overall view
- Kerrick’s audit, risk, and governance pedigree and leadership of the Audit Committee support board effectiveness and financial reporting integrity at AMH. Her compensation structure is standard for AMH directors and equity-heavy, aligning interests without performance-contingent features that could impair independence.