Matthew Birenbaum
About Matthew Birenbaum
Matthew H. Birenbaum, age 59, is AvalonBay’s Chief Investment Officer (CIO) since January 2015, responsible for investment strategy and oversight of Development, Construction, Investments, and Market Research; he previously served as EVP—Corporate Strategy (Oct 2011–Jan 2015) . He holds a BA from Brown University (Phi Beta Kappa) and an MBA from Northwestern’s Kellogg School (with honors) and is LEED-AP and a ULI member . Company performance under his senior leadership includes 2024 Core FFO/share growth of 3.6%, Same Store Residential Rental Revenue +3.4% and Same Store Residential NOI +2.7%, with three-year TSR outperforming the Nareit Apartment REIT and Equity REIT indices; development completions delivered a 5.6% initial stabilized yield, above plan .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AvalonBay Communities | Chief Investment Officer | Jan 2015–present | Leads investment strategy; oversees Development, Construction, Investments, Market Research |
| AvalonBay Communities | EVP — Corporate Strategy | Oct 2011–Jan 2015 | Corporate strategy leadership prior to CIO appointment |
| Abbey Road Property Group, LLC | Founding Principal | 2006–2011 | Multifamily development and investment firm (Arlington, VA) |
| EYA | Senior Vice President | 2003–2006 | Multifamily development leadership |
| AvalonBay Communities | Regional VP — Development | Prior to 2003 | Development leadership at predecessor AVB |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Urban Land Institute (ULI) | Member | Ongoing | Industry engagement (multifamily), LEED-AP credential |
Fixed Compensation
Multi-year compensation from the Summary Compensation Table (grant-date equity values; bonuses paid the following February):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $640,385 | $674,231 | $680,000 |
| Stock Awards (grant-date fair value) | $3,247,861 | $2,909,080 | $2,565,644 |
| Option Awards | $0 | $0 | $0 |
| Non-Equity Incentive (Cash Bonus) | $1,220,298 | $1,221,302 | $1,172,184 |
| All Other Compensation | $28,532 | $31,593 | $35,231 |
| Total | $5,137,076 | $4,836,206 | $4,453,059 |
2024 cash bonus design and outcomes (weights and achievement):
| Component | Weight | Achievement (% of target) | Notes |
|---|---|---|---|
| Corporate Performance | 40% | 123.9% | Corporate metrics basket (Core FFO/share annual and semi-annual, Development Yield, GRESB, NPS, Online Reputation, Strategic Initiatives, Management Effectiveness) |
| Business Unit (Investments/Dev/Asset Mgmt/Construction/MR) | 40% | 108.4% | Business unit achievements under CIO oversight |
| Individual | 20% | 110.0% | Individual goals achievement framework |
Target bonus opportunities and actual payouts for 2024:
| Threshold ($) | Target ($) | Maximum ($) | Actual Cash Bonus ($) |
|---|---|---|---|
| $510,000 | $1,020,000 | $2,040,000 | $1,172,184 |
Performance Compensation
Annual stock bonus (business-unit driven for non-CEO NEOs) and long-term PSUs:
| Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Stock Bonus (2024) | — | $1,050,450 | $1,138,688 | 108.4% (business unit basis) | Restricted stock vests ratably over 3 years from grant |
| PSUs 2024–2026: TSR vs FTSE Nareit Equity Apartments Index | 35.75% | Threshold/Target/Max (relative to index) | In-progress | — | Earned shares settle at end of period; unrestricted stock + cash dividends |
| PSUs 2024–2026: TSR vs FTSE Nareit Equity REITs Index | 19.25% | Threshold/Target/Max (relative to index) | In-progress | — | Same as above |
| PSUs 2024–2026: Core FFO/share growth vs multifamily peers | 24.75% | Threshold/Target/Max (relative to peers) | In-progress | — | Same as above |
| PSUs 2024–2026: 3-yr Net Debt-to-Core EBITDA vs peers | 20.25% | Threshold/Target/Max (relative to peers) | In-progress | — | Same as above |
PSU unit counts for 2024–2026 awards (Birenbaum):
| Metric | Threshold (#) | Target (#) | Maximum (#) |
|---|---|---|---|
| TSR portion (both indices combined) | 2,365 | 4,729 | 9,458 |
| Operating metrics portion (both metrics combined) | 1,935 | 3,869 | 7,738 |
Settled PSUs (2022–2024 performance period):
| Target Units | Overall Achievement | Actual Units Earned | Cash Dividend Equivalent | Total Dollar Value at 2/26/2025 |
|---|---|---|---|---|
| 5,792 | 149.1% | 8,635 | $170,628 | $2,083,971 |
Vesting schedules:
- Restricted stock: vests ratably over three years; e.g., 2024 grant vests beginning March 1, 2025 .
- Stock options (if any outstanding): vest ratably over three years; 10-year term; exercise price at grant-date closing price .
- PSUs: earn over three-year period and settle in unrestricted shares plus accrued cash dividends at settlement .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/4/2025) | 90,755 shares; less than 1% of class; includes 17,458 exercisable options from 2021 grant |
| Unvested restricted stock (12/31/2024) | 4,352 (2023 annual stock bonus tranche) and 5,990 (2024 annual stock bonus tranche), both vest ratably over 3 years |
| PSU units outstanding (unearned, at max) | 17,196 across 2023–2025 and 2024–2026 cycles (actual earn-outs depend on performance) |
| Stock ownership guidelines | Senior officer guidelines: CEO 6x salary; CFO and EVPs 3x; SVPs 1.5x; covered officers must reach within 5 years; all covered officers with ≥5 years are in compliance |
| Hedging/pledging | Anti-hedging/anti-speculation applies to all officers; strict no-pledging policy prohibits margin accounts or pledging AVB stock |
| Insider trading controls | Prior authorization required for trades; trading permitted during approved windows or via pre-approved Rule 10b5-1 plans |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreements | Company is not party to employment agreements with NEOs (Schall’s expired Jan 2024; Birenbaum has no employment contract) |
| “Without Cause” severance guideline | For non-PEO NEOs, guideline suggests 1.5x base + target cash bonus; Birenbaum at $2,550,000 as of 12/31/2024 (subject to conditions; not contractual) |
| Change-in-control (Sale Event) — severance | Double-trigger: 2x Covered Compensation (base + target cash bonus) for EVP/CFO-level, plus pro-rata cash and stock bonus at target, accelerated vesting of unvested restricted stock/options, and up to 18 months COBRA premiums; Birenbaum’s illustrative cash severance $3,400,000 |
| Performance awards in Sale Event | Outstanding PSUs vest at target; cash payment for dividends on earned shares |
| Death/Disability/Termination without Cause/Retirement | Stock options become fully exercisable for 1 year; restricted stock vests after 30 days (subject to release); PSUs eligible for pro-rata earn at actual achievement after ≥1 year of service in period; retirement formula requires age + service ≥70, ≥120 months service; Birenbaum is currently retirement-eligible |
| Retirement covenants | 6 months’ prior written notice; two-year non-solicitation and one-year non-competition agreement required |
| Clawback policy | NYSE-compliant clawback adopted Sept 29, 2023; mandatory recovery of incentive-based compensation upon required restatement regardless of fault; prior discretionary recoupment retained |
Compensation Structure Highlights and Peer Benchmarks
- Pay-for-performance mix: substantial variable compensation with rigorous goals; no single-trigger vesting; no excise tax gross-ups; limited perquisites; clawback; strict anti-hedging/pledging .
- Peer groups: Market compensation peer group reviewed annually; Equinix replaced by Extra Space Storage for 2024 decisions; PSU operating peers include Camden, Equity Residential, Essex, Mid-America, UDR; TSR indices are FTSE Nareit Equity Apartments and FTSE Nareit Equity REITs .
- Say-on-pay outcome: 95.5% approval at 2024 Annual Meeting (for 2023 compensation), viewed as endorsement of structure and outcomes .
Track Record and Execution Risk
- 2024 achievements under Birenbaum’s oversight: increased development starts to nine communities (≈$1.05B), exceeded stabilized yields by 20 bps vs underwriting, advanced suburban and expansion-region portfolio mix through $726M asset sales and $460M acquisitions, retail leasing outperformance, and construction execution with safety/quality focus .
- Company-wide strategic initiatives progressed in operations digitization, Workday transition, CR targets (new 1.5°C-aligned emissions goals), and portfolio optimization, supporting corporate metrics used in incentives .
Outstanding Equity Awards (as of 12/31/2024)
| Award Type | Count/Value | Key Terms |
|---|---|---|
| Options (2021 grant) | 17,458 exercisable; no unexercisable | 10-year term; 2021 supplementary options cliff vested by 3/1/2023; exercise price $180.32 |
| Restricted Stock (unvested) | 4,352 (2023 grant); 5,990 (2024 grant) | Ratable vest over 3 years beginning March 1 after grant year |
| PSUs (unearned at max) | 17,196 cumulative across cycles | Earn-out at cycle end; settle in unrestricted shares plus cash dividends |
Equity Ownership & Beneficial Ownership Table
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Matthew H. Birenbaum | 90,755 (includes 17,458 exercisable options) | * (less than 1%) |
Performance Compensation Metric Definitions (2024–2026 PSU Program)
| Metric | Description |
|---|---|
| Relative TSR vs FTSE Nareit Equity Apartments | Three-year TSR vs apartment REIT index; threshold/target/max payout curve |
| Relative TSR vs FTSE Nareit Equity REITs | Three-year TSR vs broad REIT index; threshold/target/max payout curve |
| Core FFO/share growth vs peers | Three-year Core FFO/share CAGR vs multifamily REIT peers |
| Net Debt-to-Core EBITDA vs peers | Three-year leverage metric relative to multifamily REIT peers |
Governance and Trading Controls
- Insider Trading Policy requires pre-authorization and generally confines trading to windows or pre-approved Rule 10b5-1 plans, limiting opportunistic sales; combined with vesting schedules, any required liquidity events are likely clustered around standard windows .
- Anti-hedging/anti-speculation and no-pledging policies eliminate hedging/pledging risks that could misalign incentives or introduce forced sales .
Investment Implications
- Alignment: High at-risk equity via PSUs tied to multi-year TSR and operating metrics, with strict anti-hedging/pledging and ownership guidelines; Birenbaum’s realized 2022–2024 PSU outcome (149.1% of target; $2.08M) evidences linkage to sector outperformance and operating execution .
- Retention risk: Retirement eligibility introduces optionality; however, double-trigger CoC terms, pro-rata PSU treatment, and multi-year vesting of stock bonuses/options support continued retention and orderly transitions; any departure requires non-solicit and non-compete compliance .
- Selling pressure: Scheduled vesting of restricted stock (three-year ratable) and PSU settlements can create periodic supply, but trades are limited to windows/10b5-1 structures; no pledging mitigates forced sales risk .
- Pay-for-performance durability: Rigorous metrics (Core FFO/share, development yield, customer metrics, TSR and leverage vs peers) and strong say-on-pay support suggest continued investor alignment and reduced governance overhang .