Winifred Webb
About Winifred Webb
Independent trustee of AMH since 2019; age 67. Founder of Kestrel Advisors; former senior executive at Ticketmaster and The Walt Disney Company. Education: B.A., Smith College (with honors); M.B.A., Harvard University. Skills highlighted include human capital management, corporate governance, investor relations, sustainability, and cybersecurity (CERT Certificate in Cybersecurity Oversight from NACD/Carnegie Mellon) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kestrel Advisors | Founder | Since 2013 | Strategy, governance, IR advisory |
| Tennenbaum Capital Partners | Managing Director | — | Finance and capital markets exposure |
| Ticketmaster Entertainment | Corporate SVP; Chief Communications & Investor Relations Officer | — | Stakeholder communications, IR |
| The Walt Disney Company | Corporate SVP, Investor Relations & Shareholder Services; Executive Director, Disney Foundation | — | IR leadership; philanthropy governance |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| AppFolio (NASDAQ: APPF) | Director | 2019 | Public company software/real estate ecosystem board seat |
| Wynn Resorts (NASDAQ: WYNN) | Director | 2018 | Hospitality/gaming board seat |
| ABM Industries (NYSE: ABM) | Director | 2014 | Facilities services board seat |
Board Governance
- Independence: Board determined Webb is independent; all members of Audit, Human Capital & Compensation (HCC), and Nominating & Corporate Governance (NCG) Committees are independent .
- Committee assignments (2024) and meeting cadence: Member, HCC (5 meetings); Member, NCG (4 meetings) .
- Attendance and engagement: In 2024, all trustees attended at least 75% of Board/committee meetings; 5 Board and 13 committee meetings held. Eleven trustees attended the 2024 virtual annual meeting .
- Board leadership: Independent Chair (Matthew Hart); regular executive sessions of non‑management trustees at each regularly scheduled Board meeting .
- Compensation Committee governance: HCC retained independent consultant Semler Brossy; Committee reported to Board; no compensation committee interlocks or insider participation among HCC members (which include Webb) .
- Cybersecurity oversight: Board emphasizes cybersecurity; Webb holds NACD/CMU CERT certificate in cybersecurity oversight .
Committee Membership and Meetings (2024)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Human Capital & Compensation | Member | 5 |
| Nominating & Corporate Governance | Member | 4 |
Shareholder Voting Support (2025 Election)
| Director | Votes For | Against | Abstain |
|---|---|---|---|
| Winifred Webb | 361,697,249 | 10,103,357 | 319,037 |
Fixed Compensation
Program structure (unchanged from 2023): $80,000 annual cash retainer; additional cash retainers: Board Chair $50,000; Audit Chair $30,000; HCC Chair $20,000; NCG Chair $20,000; Audit members $11,500; HCC members $7,000; NCG members $7,000. Directors also receive an annual RSU grant valued at $150,000 at the annual meeting, vesting in one year .
Individual Director Compensation (Webb)
| Metric | 2023 | 2024 |
|---|---|---|
| Cash Paid | $89,500 | $94,000 |
| Stock Awards (RSUs, grant-date fair value) | $150,000 | $150,000 |
| Total | $239,500 | $244,000 |
Performance Compensation
- Annual director equity: Time‑based RSUs only (no performance metrics); $150,000 grant on the 2024 annual meeting date; vests one year from grant .
- Options: Historical options outstanding noted below; no new options disclosed for directors in 2024 .
Director Equity Grants and Outstanding Awards (Webb)
| Award Type | Grant Date | Units/Shares | Vesting | Fair Value/Notes |
|---|---|---|---|---|
| RSU (annual) | May 10, 2024 | 4,159 | Vests May 10, 2025 | $150,000 grant value; priced at $36.07/share |
| Stock Options (vested & exercisable) | — | 10,000 | Vested as of 12/31/2024 | Outstanding balance disclosed; strike/expiry not provided |
Other Directorships & Interlocks
- Current public boards: AppFolio (since 2019), Wynn Resorts (since 2018), ABM Industries (since 2014) .
- AMH board service limits: Non‑executive trustees may serve on no more than three other public company boards; Webb serves on three—within AMH’s limit .
- Related‑party/Interlocks: No compensation committee interlocks; no related‑party transactions involving Webb disclosed (2024 related‑party items pertained to other individuals) .
Expertise & Qualifications
- Executive leadership across entertainment and public companies; finance/accounting/auditing exposure; governance and sustainability; investor relations; cybersecurity oversight (CERT) .
- Education: B.A. Smith College (with honors); M.B.A. Harvard University .
Equity Ownership
| As of | Common Shares Beneficially Owned | Common Shares & OP Units | % of Class | RSUs Unvested | Options (Exercisable) | Pledged Shares |
|---|---|---|---|---|---|---|
| Mar 3, 2025 | 28,054 | 28,054 | <1% | 4,159 (vest 5/10/2025) | 10,000 | None disclosed for Webb; policy prohibits new pledges |
- Ownership policy: Non‑management trustees must hold shares/Equivalents equal to 5x prior‑year cash retainer; all trustees are in compliance .
Governance Assessment
- Strengths: Independent director with relevant HCM/governance/IR/cybersecurity credentials; active on HCC and NCG; strong attendance culture (≥75% for all trustees) and independent Chair structure .
- Pay alignment: Majority of director compensation in equity via one‑year RSUs; cash reflects base plus modest committee member fees; no performance‑insensitive perks disclosed .
- Ownership alignment: Meaningful share ownership guideline (5x retainer) with full compliance; no pledging by Webb .
- Conflicts/related parties: None disclosed for Webb in 2024 related‑party review .
- Shareholder signals: Re‑elected in 2025 with 361.7M for vs. 10.1M against; company’s Say‑on‑Pay received 352.2M for vs. 19.8M against (advisory support for compensation program overseen by HCC) .
- Watch items: Multiple external public boards (AppFolio, Wynn, ABM) place Webb at AMH’s upper limit for outside board service; still within policy; monitor time‑commitment/committee loads across issuers for any future changes .
No late Section 16(a) filing issues were disclosed for Webb in 2024; the only late filings noted related to another officer (Chief Accounting Officer), suggesting good compliance discipline among directors .