Charles Mueller Jr.
About Charles E. Mueller, Jr.
Independent director of AvalonBay Communities, Inc. since 2022 (age 61), currently Chair of the Audit Committee and member of the Investment and Finance Committee. Previously CEO of Progress Residential (2018–2021; advisor through March 2022), President of Irvine Company Apartment Communities (2015–2017), President & CEO of ConAm Management Corporation (2013–2015), and senior executive (CFO/COO/President) at Archstone (1994–2013); B.A. University of Texas at Austin; MBA Southern Methodist University . The Board has designated him an “audit committee financial expert” based on his prior CFO experience at Archstone . He is independent under NYSE standards; all directors except Mr. Naughton and Mr. Schall were affirmatively determined independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Progress Residential | Chief Executive Officer; Advisor | CEO 2018–Oct 2021; Advisor Oct 2021–Mar 2022 | Led one of the largest U.S. single-family rental providers |
| Irvine Company Apartment Communities | President | 2015–2017 | Oversaw coastal California apartment operations |
| ConAm Management Corporation | President & CEO | 2013–2015 | Multifamily investment and property management leadership |
| Archstone | CFO, COO, President | 1994–2013 | Senior finance/operations roles at major multifamily REIT; basis for audit financial expert designation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None | — | No current public company directorships |
| Private/Non-profit entities | Director (unspecified) | Ongoing | Serves on several private and non-profit boards (not named) |
Board Governance
- Committee assignments: Audit Committee Chair; Investment and Finance Committee member .
- Audit Committee responsibilities include auditor appointment/oversight, review of financial statements, enterprise risk and cybersecurity oversight; Mueller is one of the Board’s “audit committee financial experts” .
- Meetings and engagement: Board met 7 times in 2024; Audit Committee met 9 times; Investment & Finance Committee met 5 times; each director attended at least 75% of meetings and all attended the 2024 annual meeting .
- Independence: Board affirmed independence for all directors except Messrs. Naughton and Schall, consistent with NYSE rules; Audit and Compensation Committees composed entirely of independent directors .
Fixed Compensation
| Component | Amount before 2025 Annual Meeting | Amount after 2025 Annual Meeting | Payment/vesting terms |
|---|---|---|---|
| Annual cash retainer | $100,000 | $100,000 | Quarterly; cash or at director’s election, deferred stock units (DSUs) |
| Annual equity retainer (restricted stock or DSUs) | $190,000 | $200,000 | Granted fifth business day post-annual meeting; vests in equal quarterly installments over one year |
| Audit Committee Chair retainer | $30,000 | $30,000 | Quarterly; cash or DSUs |
| Compensation Committee Chair retainer | $25,000 | $25,000 | Quarterly; cash or DSUs |
| IFC or NGCR Chair retainer | $20,000 | $20,000 | Quarterly; cash or DSUs |
| Lead Independent Director retainer | $50,000 | $50,000 | Quarterly; cash or DSUs |
| Non-Executive Chairman retainer | $250,000 | $250,000 | Quarterly; cash or DSUs |
Director 2024 compensation (Mueller):
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | — |
| Stock Awards ($) | 304,585 (includes equity retainer, DSU in lieu of $100k cash, and $15k partial-year Audit Chair service) |
| Option Awards ($) | — |
| Total ($) | 304,585 |
| Unvested DSUs held (each non-employee director at 12/31/24) | 490 |
| Vesting terms (equity retainer) | Quarterly over one year; accelerated on departure except voluntary departure (non-cause) during term |
Performance Compensation
- Directors are compensated via retainers and equity; no performance-based bonus metrics are disclosed for directors. Annual equity retainer vests time-based; no options granted to directors in 2024 .
Performance metric table (not applicable to directors):
| Metric | Target | Actual | Payout |
|---|---|---|---|
| Director performance bonus metrics | N/A | N/A | N/A (no director performance metric program disclosed) |
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company boards | None |
| Committee interlocks (Compensation Committee) | Mueller not a member; 2024 Compensation Committee members listed—no insider participation |
| Shared directorships with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Audit committee financial expert; deep accounting and finance literacy from prior CFO role at Archstone .
- Real estate investment and finance; C-level leadership experience; skill matrix shows accounting/financial literacy and real estate expertise .
- Industry operator across multifamily and single-family rental sectors (Progress Residential, Archstone) .
Equity Ownership
| Metric | As of |
|---|---|
| Beneficial ownership (shares) | 5,145 (includes 3,757 shares issuable in future under DSUs) as of March 4, 2025 |
| Ownership % of class | <1% (company reported “* less than one percent”) |
| Stock ownership guidelines (directors) | Required to hold ≥5x annual cash retainer; 5-year compliance period; all directors ≥5 years of service were in compliance as of April 1, 2025 |
| Anti-hedging/anti-speculation policy | Prohibits hedging, short sales, and derivative transactions in Company stock by directors |
| No pledging policy | Directors may not hold AVB securities in margin accounts or pledge as collateral |
Say-on-Pay & Shareholder Support
| Item | 2024 Annual Meeting | 2025 Annual Meeting |
|---|---|---|
| Say-on-Pay votes (For/Against/Abstain; broker non-votes) | 120,668,161 / 5,640,027 / 664,601; 4,315,629 broker non-votes | 121,084,118 / 6,909,826 / 438,875; 4,581,333 broker non-votes |
| Director re-election support – C.E. Mueller, Jr. (For/Against/Abstain; broker non-votes) | 126,374,181 / 118,153 / 480,455; 4,315,629 broker non-votes | 127,304,831 / 769,642 / 358,346; 4,581,333 broker non-votes |
Related Party Transactions & Conflicts
- Company policy requires NGCR review and approval of Item 404 related-party transactions; no specific related-party transactions involving Mueller were disclosed in the latest proxy .
- Code of Business Conduct prohibits conflicts absent disclosed mitigation/waiver; NGCR administers for directors .
Risk Indicators & RED FLAGS
- Attendance: At least 75% meeting attendance in 2024; Audit Committee chaired by Mueller met 9 times—indicative of active oversight .
- Hedging/pledging: Prohibited for directors—reduces alignment risk (no hedging or pledging) .
- Related-party transactions: None disclosed for Mueller—no Item 404 exposure noted .
- Compensation structure changes: Equity retainer increased to $200k effective after 2025 annual meeting—modest shift toward equity; chair fees unchanged .
Compensation Peer Group (Board-level)
- NGCR reviews director compensation versus multifamily REIT peers and similarly sized companies; Board increased annual equity retainer to remain competitive .
Governance Assessment
- As Audit Chair and designated audit committee financial expert, Mueller strengthens financial oversight and cybersecurity governance; committee meets frequently and oversees auditor independence, risk, and CR disclosure reliability .
- Independence and engagement are adequate; Board-wide independence affirmed and attendance thresholds met; shareholder support for his re-election is strong across 2024 and 2025 .
- Alignment: Equity retainer and DSU elections indicate long-term exposure to AVB stock; anti-hedging/no-pledging policies further align director interests with shareholders .
- No material conflicts or related-party transactions disclosed; compensation structure for directors is straightforward (cash/equity retainers) with no performance manipulation risk .