Nnenna Lynch
About Nnenna Lynch
Independent director of AvalonBay Communities since 2021; age 53. Chair of the Investment and Finance Committee (IFC) and member of the Audit Committee. Background spans real estate development and public sector policy: CEO/founder of Xylem Projects (since 2018), prior Head of Development at The Georgetown Company (joined 2014), and six years as Senior Policy Advisor in the Bloomberg mayoral administration leading redevelopment and affordable housing initiatives. Education: B.A. Villanova; Master’s in Social Anthropology, University of Oxford; Rhodes Scholar. Other board roles include Blackstone Mortgage Trust, Inc. (since 2021) and several nonprofit leadership positions.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xylem Projects | Chief Executive Officer; Founder | 2018–present | Mixed-use development focus serving residents/neighborhoods |
| The Georgetown Company | Head of Development | 2014–prior to Xylem | Led real estate investment/development initiatives |
| NYC Bloomberg Administration | Senior Policy Advisor | ~6 years (earlier career) | Led initiatives for redevelopment, new housing and commercial spaces; affordable housing planning |
External Roles
| Organization | Role | Tenure | Notes/Committees |
|---|---|---|---|
| Blackstone Mortgage Trust, Inc. | Director (public company) | Since 2021 | Public company board service |
| Stake Network (private) | Director | Not specified | Private company board |
| New York Road Runners | Chair of Board of Directors | Not specified | Non-profit; NYC Marathon organizer |
| Association of American Rhodes Scholars | Co-President | Not specified | Non-profit leadership |
| Van Alen Institute | Director | Through end of 2024 | Non-profit focused on equitable cities |
| Villanova University | Board of Trustees; Investment Committee | Through end of 2024 | University board service |
Board Governance
- Committees: Audit (member) and Investment & Finance Committee (Chair). The IFC reviews and monitors acquisitions/dispositions/development and has authority within Board-set limits to approve investment and financing activity; it met 5 times in 2024. The Audit Committee met 9 times in 2024 and oversees financial reporting, auditors, legal compliance, enterprise risk management, and cybersecurity risk and incident preparedness.
- Independence: The Board determined all directors except Mr. Naughton and Mr. Schall are independent under NYSE standards; Lynch is independent.
- Board engagement: The Board met seven times in 2024 with regular executive sessions of independent directors presided over by the Lead Independent Director (Terry S. Brown). Each director attended at least 75% of Board/committee meetings; all directors attended the virtual 2024 Annual Meeting.
- Cybersecurity oversight: Audit Committee has primary oversight; meets at least annually with IT and receives periodic reports; the company reported no material cybersecurity incidents to date.
- Governance practices: Anti-hedging/anti-speculation and no-pledging policies apply to directors; clawback policy, majority voting standard, annual director elections, no poison pill, and published CR reporting.
Fixed Compensation
| Component | FY 2024 Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Standard non-employee director retainer |
| Committee Chair Fee (IFC) | $20,000 | Chair of IFC receives $20,000 |
| Cash Total | $120,000 | Sum of retainer + chair fee |
| Equity Award (Restricted Stock or Deferred Stock Units) | $190,081 | Grant-date fair value |
| Total | $310,081 | FY 2024 director compensation total |
Director compensation structure and 2025 changes:
- Annual retainer: $100,000 (cash or at election in DSUs).
- Annual equity retainer: $190,000 pre-2025; increased to $200,000 after the 2025 Annual Meeting; vests in equal quarterly installments over one year; DSUs settle after service termination; dividend equivalents reinvested as restricted stock units.
- Chair retainers: Audit Chair $30,000; Compensation Chair $25,000; IFC Chair and NGCR Chair $20,000; Lead Independent Director $50,000; Non-Executive Chairman $250,000.
Performance Compensation
| Feature | FY 2024 | Vesting/Performance Metrics |
|---|---|---|
| Director equity retainer | $190,000 restricted stock or DSUs | Time-based vesting quarterly over one year; no performance metrics for director awards; accelerated vesting upon departure except voluntary departure not due to death/disability or removal for cause; DSUs delivered post-service; dividend equivalents reinvested |
AVB does not use performance-based metrics (TSR/financial goals) for non-employee director equity; awards are time-based.
Other Directorships & Interlocks
| External Board | Role | Start | Potential Interlocks/Conflicts |
|---|---|---|---|
| Blackstone Mortgage Trust, Inc. | Director | 2021 | Mortgage REIT; AVB’s policy requires NGCR review/approval of any Item 404 related party transactions; no transactions involving Lynch identified in reviewed proxy sections |
| Stake Network (private) | Director | Not specified | Private company; no AVB related-party disclosure noted in reviewed sections |
Expertise & Qualifications
- Skills per AVB matrix: Accounting/Financial Literacy; Real Estate Development; Board Diversity; Financial/Capital Markets Experience; Non-AVB Public Board Experience; Real Estate Investment & Finance.
- Real estate development/operator and public sector policy experience (affordable housing); nonprofit leadership.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Nnenna Lynch | 4,427 | * | Includes shares issuable in future under deferred stock awards elected in lieu of restricted stock (Stock Incentive Plan) |
| Unvested DSUs (each non-employee director) | 490 units as of 12/31/2024 | n/a | Unvested deferred stock units held by each non-employee director at year-end |
Stock ownership guidelines and trading policies:
- Non-employee directors must hold shares/DSUs equal to ≥5x annual cash retainer; 5 years to comply. As of April 1, 2025, all directors serving ≥5 years were compliant. Lynch (director since 2021) remains within the compliance window.
- Anti-hedging/anti-speculation and no-pledging policies apply to directors; pre-authorization required for trades and generally allowed only during trading windows.
Governance Assessment
- Strengths: Independent director; chair of IFC with authority over capital allocation and financing; dual committee roles (IFC, Audit) with high meeting cadence (IFC 5, Audit 9 in 2024) indicating substantive oversight; robust governance framework (clawback, anti-hedging/pledging, majority voting, no poison pill); audit oversight of cybersecurity with no material incidents reported.
- Alignment: Mix of cash ($120k) and equity ($190k) with quarterly vesting supports director alignment; ownership guidelines require significant stakes over time; beneficial ownership disclosed (4,427 shares/units).
- Shareholder confidence signals: Strong re-election support in 2025 (Lynch: 127,946,924 for vs 127,682 against) and robust say-on-pay approvals (2025: 121,084,118 for; 2024: 120,668,161 for).
- Watchpoints: IFC is the only committee not entirely independent (includes management directors), though Lynch chairs it; monitor any transactions or engagements with entities tied to Blackstone/Stake Network—AVB’s NGCR policy governs related party transactions, and no Lynch-related Item 404 transactions were found in reviewed sections.
RED FLAGS currently not observed in reviewed materials: no hedging/pledging permitted; no director-related Item 404 transactions disclosed; Section 16(a) delinquency narrative did not involve Lynch. Continue monitoring for changes in committee composition, related-party disclosures, or deviations from ownership/trading policies.