Christopher Howard
About Christopher B. Howard
Christopher B. Howard, age 56, has served as an independent director of AvalonBay Communities, Inc. since 2021. He is Executive Vice President and Chief Operating Officer of Arizona State University (since February 2022) and previously served as President of Robert Morris University (2016–Jan 2022) and Hampden-Sydney College (2010–2016). Dr. Howard is a Distinguished Graduate of the U.S. Air Force Academy, earned a D.Phil in Politics from Oxford as a Rhodes Scholar, and an MBA with Distinction from Harvard Business School; he was awarded the Bronze Star for service in Afghanistan in 2003 . The Board’s independence review determined all directors except the CEO and Chair are independent; Howard is listed as independent in the director slate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arizona State University | Executive Vice President & Chief Operating Officer | Feb 2022–present | Senior operational leadership of a major public university |
| Robert Morris University (PA) | President | 2016–Jan 2022 | Led institution; management and strategy |
| Hampden-Sydney College | President | 2010–2016 | Institutional leadership |
| University of Oklahoma | Vice President for Leadership and Strategic Initiatives | Pre-2010 (dates not specified) | Leadership initiatives |
| U.S. Air Force | Officer (Bronze Star in Afghanistan, 2003) | Not specified | Military leadership; decoration for service |
| General Electric; Bristol-Myers Squibb | Various roles in private sector | Not specified | Corporate experience |
External Roles
| Category | Organization/Role | Notes |
|---|---|---|
| Public company boards | None | No current public company boards |
| Non-profit boards | Board member/trustee (various) | Organizations focused on education, career advancement for military personnel and underprivileged youth (entities not named) |
Board Governance
- Committee assignments: Nominating, Governance & Corporate Responsibility (NGCR) Committee member; Investment & Finance Committee (IFC) member; not a committee chair .
- Independence: Independent director (Board determined all directors other than CEO and Chair were independent) ; listed as independent nominee .
- Attendance/engagement: Board met seven times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Years of service on AVB board: Director since 2021 .
- Executive sessions: Regular executive sessions of independent directors at Board meetings; Lead Independent Director presides .
- Governance policies supporting board effectiveness: Board refreshment guidelines (12-year expectation), annual evaluations, cybersecurity oversight, anti-hedging, no-pledging policy, clawback policy, proxy access .
2025 Shareholder Vote Support
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Re-election of Christopher B. Howard | 124,662,492 | 3,265,880 | 504,447 | 4,581,333 |
Fixed Compensation
Director Compensation Structure (non-employee directors)
| Type | Amount | Payment/Terms |
|---|---|---|
| Annual cash retainer | $100,000 | Quarterly; cash or at director’s election deferred stock units |
| Annual equity retainer (restricted stock or deferred stock units) | $190,000 (pre-2025 meeting), $200,000 (effective after 2025 meeting) | Granted on 5th business day post-annual meeting; vests in equal quarterly installments over one year |
| Committee chair retainers | Audit $30,000; Compensation $25,000; NGCR/IFC $20,000 | Quarterly; cash or deferred stock units |
| Lead Independent Director | $50,000 | Quarterly; cash or deferred stock units |
| Non-Executive Chairman | $250,000 | Quarterly; cash or deferred stock units |
Christopher B. Howard – 2024 Actual Director Compensation
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $0 (elected DSUs in lieu of $100,000 cash) |
| Stock Awards (incl. DSUs election) | $289,704 |
| Total | $289,704 |
| Unvested deferred stock units (each non-employee director at 12/31/24) | 490 |
Performance Compensation
- Director compensation does not include performance-based metrics; equity retainer vests in equal quarterly installments over one year, with accelerated vesting upon departure from the Board except in specified cases (voluntary mid-term departure without cause/death/disability) .
Vesting Schedule Detail
| Award Type | Vesting Terms |
|---|---|
| Restricted stock or deferred stock units | Vests in four equal quarterly installments over one year post-grant; dividends on DSUs credited and reinvested; DSUs delivered after service termination |
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| AVB committee roles | NGCR Committee member; IFC member (IFC chaired by Lynch in 2024) |
| Compensation Committee interlocks | No interlocks or insider participation among committee members; not applicable to Howard (he is not on CC) |
| Current public company boards | None for Howard |
Expertise & Qualifications
- Leadership in non-corporate settings (military, academia, public sector) as emphasized by AVB’s director skills matrix .
- Senior operational leadership (ASU EVP & COO); prior university presidencies (RMU; Hampden-Sydney); corporate experience (GE, Bristol-Myers) .
- Education: U.S. Air Force Academy (Distinguished Graduate); D.Phil (Oxford); MBA with Distinction (Harvard Business School) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common stock) | 4,293 shares; less than 1% of class |
| Shares outstanding reference (for % context) | 142,364,779 (as of Mar 4, 2025) |
| Unvested deferred stock units (12/31/2024) | 490 (per director) |
| Shares pledged as collateral | None disclosed; AVB has a no-pledging policy for directors |
| Insider trading/hedging | AVB prohibits hedging/speculative transactions in AVB equity for directors |
| Director stock ownership guidelines | 5x annual cash retainer; compliance required within 5 years of service; as of April 1, 2025, all non-employee directors serving ≥5 years were compliant (Howard joined 2021, still within compliance window) |
Governance Assessment
- Strengths: Independent status; active roles on NGCR (governance oversight) and IFC (capital allocation oversight); solid meeting attendance record; high shareholder support for re-election in 2025; election to receive equity (DSUs) in lieu of cash retainer supports alignment with shareholders .
- Alignment & safeguards: Robust anti-hedging and no-pledging policies; clawback policy; director ownership guidelines promote skin-in-the-game .
- Potential watchpoints: No current public company board experience may limit direct capital markets governance exposure; substantial external operational role at ASU could pose time-commitment considerations, though not flagged by AVB; no related-party transactions disclosed specific to Howard .
- Overall investor confidence signal: Strong “FOR” votes in 2025 re-election indicate broad stockholder support .