Benjamin Schall
About Benjamin Schall
Benjamin W. Schall, age 50, is Chief Executive Officer and President of AvalonBay Communities and has served as a director since 2021 (CEO effective January 3, 2022). He holds a B.A. from Swarthmore College and an MBA from Harvard Business School . In 2024, AVB delivered Core FFO/share growth of 3.6%, Same Store Residential Revenue growth of 3.4%, and Same Store Residential NOI growth of 2.7%, with three-year TSR outperforming both the FTSE Nareit Equity Apartments and the broader Equity REIT indices . Schall’s 2022–2024 long-term performance award paid at 149.1% of target, settling in 24,995 shares ($6.03M) plus $493,901 in dividend equivalents on February 26, 2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Seritage Growth Properties (public REIT) | CEO, President, and Trustee | — | Led a REIT focused on owning, developing and managing a diversified retail and mixed-use portfolio across the U.S. |
| Rouse Properties, Inc. (public REIT, since acquired) | Chief Operating Officer | 2012–2015 | Operated a national mall and retail portfolio; COO accountability for operations and execution |
| Vornado Realty Trust (public REIT) | Senior Vice President | — | Senior leadership at a large office/retail REIT (owning, managing, developing office and retail assets) |
External Roles
| Organization | Position | Years | Notes |
|---|---|---|---|
| Nareit | Executive Board member | — | Sector leadership role |
| National Multifamily Housing Council (NMHC) | Executive Committee member | — | Industry policy/leadership |
| The Real Estate Roundtable | Member | — | Policy/advocacy body |
| International Council of Shopping Centers (ICSC) | Trustee | — | Retail/mixed-use domain expertise |
| University Settlement (NYC) | Co‑Chair of the Board | — | Non-profit governance |
| Other public company boards | None | — | No other current public boards |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,000,000 | 1,000,000 | 1,000,000 |
| Target Cash Bonus (% of salary) | — | — | 150% |
| Actual Cash Bonus ($) | 1,999,800 | 2,040,600 | 1,831,800 |
Notes: The Compensation Committee increased Schall’s 2024 target total compensation to $9.0M (from $8.5M) with 89% performance-based; the increase was allocated to his stock bonus and multi‑year performance award (no base salary increase) . The CEO pay mix is primarily variable/performance-linked .
Performance Compensation
2024 Annual Cash Incentive (Corporate metrics; 80% weight of CEO bonus)
| Metric | Weight | Threshold | Target | Max | Actual/Result | Payout (% of target) |
|---|---|---|---|---|---|---|
| Annual Core FFO/share | 20% | $10.28 | $10.68–10.88 | $11.28 | $11.01 | 132.5% |
| Semi-annual Core FFO/share (1H) | 15% of total 30% | $5.03 | $5.23–5.33 | $5.53 | $5.47 | 170.0% |
| Semi-annual Core FFO/share (2H) | 15% of total 30% | $5.30 | $5.50–5.60 | $5.80 | $5.54 | 100.0% |
| Development Yield vs budget | 15% | — | — | — | Above target | 127.3% |
| GRESB Standing Investment score | 7.5% | — | — | — | Score 80 (after 3-pt adj.) | 100.0% |
| Mid-Lease NPS (1H) | 1.125% | 21 | 26–32 | 37 | 28 | 100.0% |
| Mid-Lease NPS (2H) | 2.625% | 23 | 28–32 | 37 | 31 | 100.0% |
| Online reputation sentiment | 3.75% | — | 4.25 | — | 4.39/5.0 | 128.0% |
| Corporate & Strategic Initiatives | 10% | — | — | — | On-time Workday ERP, ops/digital progress | 108.0% |
| Effectiveness of Management | 10% | — | — | — | Balance sheet/liquidity, human capital | 110.0% |
| Total Corporate Component | 100% | — | — | — | Weighted sum | 123.9% |
CEO’s individual component (20% weight) was assessed at 115% based on strategic achievements; combined result produced a $1,831,800 cash bonus for 2024 .
2024 Annual Stock Bonus (CEO)
| Metric | Weight | Target | Payout (% of target) |
|---|---|---|---|
| Same Store Residential Revenue vs target (1H) | 12.5% | Semi-annual reforecast | 100.0% |
| Same Store Residential Revenue vs target (2H) | 12.5% | Semi-annual reforecast | 100.0% |
| Annual Same Store Controllable OpEx vs target | 10% | Budget | 100.0% |
| Same Store Base Rent Rev. vs submarket composite | 25% | Relative measure | 100.0% |
| Development completions vs plan (capital cost) | 15% | Assessment | 100.0% |
| Construction – Budget | 8.33% | Assessment | 0.0% |
| Construction – Safety | 8.33% | Assessment | 177.3% |
| Construction – Quality | 8.34% | Assessment | 113.3% |
| Total | 100% | — | 99.2% |
- Outcome: Stock bonus earned $1,929,440. Schall elected to take 25% as a stock option; restricted stock and options vest ratably over three years from grant in Feb 2025 .
Long-Term Incentives
- 2024–2026 performance award target: $4,555,000; 55% relative TSR (vs FTSE Nareit Equity Apartments and Equity REIT indices), 45% multi-family operating metrics (Core FFO/share growth vs peers; Net Debt-to-Core EBITDA vs peers) .
- Units granted at target: TSR 13,670 and Operating 11,185; maximum 2x target (TSR 27,340; Operating 22,370) .
- Settlement design: Earned units settle in unrestricted shares plus cash for accrued dividends at period end; no additional time-vesting on settlement .
- 2022–2024 cycle result: 149.1% payout; 24,995 shares delivered (value $6,032,293 at $221.58) plus $493,901 in dividends on Feb 26, 2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (March 4, 2025) | 94,155 shares, including 19,236 exercisable options |
| Shares outstanding (for % calc.) | 142,364,779 (as of March 4, 2025) |
| Ownership as % of shares outstanding | ~0.07% (94,155 / 142,364,779; derived from ) |
| Unvested restricted stock (12/31/24) | 1,555 (2021 stock bonus), 4,253 (2022 stock bonus), 7,789 (2023 stock bonus) |
| Outstanding performance units (unearned) | 49,710 shown at max for 2024–2026 cycle |
| Options outstanding (12/31/24) | 5,536 exercisable and 2,768 unexercisable (2022 grant, $236.14); 3,357 exercisable and 6,716 unexercisable (2023 grant, $177.83); 12,651 unexercisable (2024 grant, $172.11) |
| Option intrinsic values (12/31/24) | 2022 grant OTM ($0 intrinsic); 2023 grant ~$42.14/share ITM; 2024 grant ~$47.86/share ITM (stock $219.97) |
| Stock ownership guidelines | CEO: 6x base salary; 5-year compliance window; all covered officers with ≥5 years are compliant |
| Anti-hedging / No pledging | Hedging/speculative transactions prohibited; no pledging or margin accounts allowed |
| Insider trading policy | Pre-clearance and trading windows or Rule 10b5‑1 plans required |
| Deferred compensation (2024) | CEO elective deferrals $769,766; year-end balance $2,297,942 |
Insider selling pressure context: Annual restricted stock from bonuses vests in equal installments over three years beginning March 1 after grant; options vest ratably over three years; performance units settle at cycle end in unrestricted stock plus cash for dividends. This cadence can create seasonal vesting-related liquidity around late February/early March subject to pre-clearance/trading windows or 10b5‑1 plans .
Employment Terms
- Start/tenure: Joined as President and director in January 2021; became CEO January 3, 2022 .
- Contract: Initial employment agreement (3-year term) expired in January 2024; certain equity-related “Good Reason” constructs continue to apply for awards granted during its term .
- Change-in-control (Sale Event) severance (double-trigger): 3x “Covered Compensation” (base + current target cash bonus), pro‑rata target annual bonus (cash and stock), accelerated vesting of RS/Options, and up to 18 months of COBRA premiums .
- Non‑CoC terminations (guideline, not contractual): Current guidelines suggest 2x base + target cash bonus for CEO, 6 months COBRA, and up to $5,000 outplacement; equity vests per plan terms; subject to case-by-case adjustment .
- Performance awards on termination: Death, Disability, Retirement, or termination without Cause after 1 year — pro‑rata payout at actual performance at end of cycle; on Sale Event, vest at target .
- Retirement covenants: For “qualified retirement,” six months’ notice plus two-year non-solicit and one-year non-compete required .
- Clawback: NYSE-compliant clawback adopted September 29, 2023; recovery of incentive-based comp on required restatements regardless of fault; no recoveries required to date .
- Severance policy guardrail: Policy to seek shareholder approval of future severance agreements exceeding 3.0x base+bonus .
Board Governance (director service, committees, and independence)
- Board service: Director since 2021; serves on the Investment and Finance Committee .
- Independence: Not independent under NYSE rules (as CEO); all other current directors/nominees independent except Schall and Chairman Timothy Naughton .
- Leadership structure: Independent Lead Director (Terry Brown) since May 2023; Chairman is non-executive (Timothy Naughton); the separation plus LID role increases oversight and mitigates CEO/Chair dual-role risks .
- Attendance: Board met 7 times in 2024; each director attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions and best practices: Regular executive sessions of independent directors; no single-trigger vesting; no poison pill; clawback; no pledging; double-trigger vesting on change in control; robust stock ownership guidelines .
Compensation Structure Analysis (pay-for-performance alignment and governance)
- Pay mix and rigor: Substantial majority of CEO target pay is variable; 2024 target increased to $9.0M, with 89% performance-based; annual goals anchored in Core FFO/share, development yield, CR/NPS/ORS, and strategic execution; long-term awards tied to relative TSR and multi-family operating metrics .
- Outcomes vs metrics: 2024 corporate scorecard paid at 123.9% (Core FFO above target; development yields above plan; ORS above target; strategic/management effectiveness above target). Annual stock bonus paid at 99.2%, reflecting balanced performance and construction sub-metric dispersion .
- Long-term performance: 2022–2024 awards paid at 149.1% with both TSR and operating outperformance; 2024–2026 design emphasizes sector-relative value creation .
- Shareholder support: Say‑on‑pay for 2023 compensation received ~95.5% approval at the 2024 annual meeting, indicating strong investor alignment with program design .
- Policies: No hedging/pledging; no excise tax gross‑ups; limited perquisites; clawback policy; shareholder approval policy on outsized severance; independent compensation committee and consultant (Ferguson Partners) .
Director Compensation (context for dual roles)
As an employee‑director, Schall does not receive additional director compensation. Non‑employee director pay consists of cash retainers and annual equity retainer (restricted stock or deferred stock units) with quarterly vesting; increases to equity retainer effective after the 2025 meeting; robust stock ownership guidelines for directors (5x annual cash retainer) .
Equity Ownership & Trading Signals (vesting cadence and potential supply)
- Vesting cadence: CEO annual restricted stock vests in three equal installments beginning March 1 following grant; options vest ratably over three years; multi-year performance units settle in late February following the performance period. This seasonal pattern can create mechanical sell‑side supply near late February/early March to cover taxes or diversify, subject to pre‑clearance, trading windows, or 10b5‑1 plans .
- In‑the‑money options: 2023 and 2024 option grants were in‑the‑money at 12/31/24 (intrinsic ~$42.14 and ~$47.86 per share, respectively), potentially incentivizing exercises in open windows/under plans; 2022 grant was out‑of‑the‑money .
Compensation Peer Group (benchmarking)
- Market comp peer selection emphasizes multifamily/complexity, size (0.5x–2.0x AVB total cap), and talent competitors; 2024 review replaced Equinix with Extra Space Storage due to size considerations; committee does not set mechanical percentile targets .
- LTI performance peers focus on apartment REITs: AIRC (limited inclusion), Camden, Equity Residential, Essex, Mid‑America, UDR .
Related Party Transactions and Red Flags
- Related party transactions are governed by policy (NGCR oversight) with no specific Schall‑related transactions disclosed .
- Governance red flags mitigated by no-hedging/no‑pledging, no repricing of underwater options, and double‑trigger CoC vesting; cybersecurity oversight robust and no material cybersecurity incidents reported to date .
Employment & Severance Economics (scenario reference)
Illustrative severance table values (as of 12/31/24 stock price $219.97) show, in a change‑in‑control termination scenario, Schall would receive 3x covered compensation plus accelerated vesting and pro‑rata target bonus, with specific valuations disclosed in the proxy (including equity values and COBRA benefits). Non‑CoC terminations follow guideline severance (2x base+target cash bonus), equity vesting per plan, and COBRA/outplacement .
Investment Implications
- Pay-for-performance alignment is strong: 2024 corporate metrics paid at 123.9%, stock bonus at 99.2%, and 2022–2024 LTI at 149.1%, tightly linking realized pay to Core FFO, development yields, TSR, and capital efficiency metrics—supportive for long‑term equity holders .
- Retention risk appears contained: Multi-year awards with staggered vesting, 6x CEO ownership guideline, and double-trigger CoC protections support retention; prior fixed-term agreement expired but severance framework persists via company policies .
- Trading signals: Seasonal vesting in late Feb/early Mar and in‑the‑money 2023/2024 options may create periodic liquidity; pre‑clearance and 10b5‑1 plan usage can smooth execution .
- Governance quality is high: Independent chair, strong LID, robust shareholder-aligned policies (no pledging/hedging, no excise tax gross‑ups, clawback, say‑on‑pay support), and a performance‑oriented comp design reduce governance overhang and align incentives with value creation .