Richard Lieb
About Richard J. Lieb
Independent director at AvalonBay Communities since 2016; age 65. Former CFO of Greenhill & Co. and longtime real estate investment banker, designated by the Board as an Audit Committee financial expert. Education: B.A. (Wesleyan University) and MBA (Harvard Business School). Current tenure on the AVB Board: ~9 years; independence affirmed by the Board under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greenhill & Co., LLC | Senior Advisor; previously Head of Real Estate, Gaming & Lodging (2012–2019); CFO (2008–2012) | Senior Advisor since 2019; prior roles 2008–2019 | Capital markets leadership and CFO experience cited in Audit “financial expert” designation |
| Goldman, Sachs & Co. | Head of Real Estate Investment Banking | 2000–2005 | Deep real estate capital markets expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Orion Office REIT | Director | Since 2021 | Public company board; office REIT |
| Star Holdings | Director | Since 2019 | Public company board |
| Prior Boards | Director at CBL & Associates Properties; Director at Vereit, Inc. | 2016–2021 (CBL); 2017–2021 (Vereit) | Historical service |
Board Governance
- Independence status: Independent; one of a majority-independent Board (all directors except the CEO and non-executive Chair). Audit and Compensation Committees are fully independent .
- Committee assignments: Compensation Committee Chair; Audit Committee member; designated Audit Committee financial expert (with Havner and Mueller) .
- Committee activity: Audit Committee met 9 times in 2024; Compensation Committee met 4 times in 2024 .
- Attendance: Each director attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director: Terry S. Brown; executive sessions held regularly at each Board meeting .
- Stockholder engagement: Management engages holders of roughly two‑thirds of shares annually, with feedback shared with the Board .
- Governance policies: Anti-hedging and no-pledging policies; clawback policy adopted Sept. 29, 2023; policy on shareholder approval of future severance agreements .
Fixed Compensation
| Component | AVB Policy | Lieb – 2024 Amount |
|---|---|---|
| Annual cash retainer | $100,000 (paid quarterly; cash or DSUs) | $100,000 |
| Committee chair fee (Compensation) | $25,000 (paid quarterly; cash or DSUs) | $25,000 |
| Equity retainer (restricted stock or DSUs) | $190,000 before 2025 meeting; $200,000 after 2025 meeting; vests quarterly over one year | $190,081 (grant-date fair value) |
| Total 2024 director compensation | Cash + equity | $315,081 |
Director stock ownership guideline: 5× annual cash retainer; compliance required within five years. As of April 1, 2025, all non-employee directors serving ≥5 years were in compliance .
Vesting/settlement mechanics:
- RS/DSUs vest in four quarterly installments over one year; DSUs settle in shares after board service ends; dividend equivalents accrue as DSUs .
Performance Compensation
- No performance-linked director pay disclosed; director equity grants (RS/DSUs) are time-based with quarterly vesting; no options or performance metrics tied to director compensation .
Other Directorships & Interlocks
| Company | Sector | Overlap/Interlock Risk |
|---|---|---|
| Orion Office REIT (Director) | Office REIT | No AVB-related transactions disclosed; independence affirmed |
| Star Holdings (Director) | Real estate | No AVB-related transactions disclosed; independence affirmed |
Compensation Committee interlocks/insider participation: None; no member served as AVB officer; no reciprocal board/comp committee interlocks; no other business relationships disclosed for committee members .
Expertise & Qualifications
- Designated Audit Committee financial expert based on CFO and investment banking experience .
- Financial/capital markets and real estate investment expertise reflected in Board’s skills matrix .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 7,455 | Includes 1,810 shares issuable under deferred stock awards |
| Ownership % of shares outstanding | ~0.005% | 7,455 / 142,364,779 shares outstanding (March 4, 2025) |
| Unvested DSUs held (general note) | 490 | Each non-employee director held 490 unvested DSUs as of Dec. 31, 2024 |
| Director ownership guideline | 5× annual cash retainer; in compliance for directors ≥5 years | Time to compliance: within five years |
| Hedging/pledging | Prohibited by policy | Anti-hedging and no-pledging policies apply to directors |
Fixed Compensation (Director Program Detail)
| Type | Amount | Payment/Terms |
|---|---|---|
| Annual cash retainer | $100,000 | Quarterly cash or DSUs |
| Annual equity retainer | $190,000 (pre‑2025); $200,000 (post‑meeting) | Granted 5th business day after annual meeting; quarterly vest over one year |
| Audit Committee chair | $30,000 | Quarterly cash or DSUs |
| Compensation Committee chair | $25,000 | Quarterly cash or DSUs; Lieb is Chair |
| NGCR/IFC chair | $20,000 | Quarterly cash or DSUs |
| Lead Independent Director | $50,000 | Quarterly cash or DSUs |
| Non‑Executive Chairman | $250,000 | Quarterly cash or DSUs |
Insider Trading & Section 16 Compliance
| Item | Disclosure |
|---|---|
| Section 16(a) filings | Company states all insiders’ filings timely for FY2024, except one former non-executive officer; no issues flagged for directors |
| Insider Trading Policy | Prior authorization required; trading only in windows or under 10b5‑1; policy publicly posted |
Compensation Committee Analysis
- Composition: Lieb (Chair), Brown, Hills, Swanezy; fully independent .
- Use of independent consultant: Ferguson Partners Consulting (FPC) advised Compensation Committee in 2024; its affiliate provided search services to management/NGCR. Committee evaluated and determined no material conflicts of interest .
- Committee responsibilities: Reviews/sets executive pay, goals, incentive plans, and human capital oversight; may delegate grants to CEO for non‑Section 16 employees .
- Shareholder feedback: 2024 say‑on‑pay (for 2023 comp) approved by ~95.5% of votes cast, indicating strong support of compensation structure .
Related Party Transactions & Conflicts
- Policy: NGCR administers related party transaction review per Item 404; approvals require arm’s-length terms and stockholder interest alignment .
- Disclosure: No specific related party transactions disclosed involving Lieb .
Governance Assessment
- Strengths:
- Independent director; chairs Compensation Committee; Audit Committee financial expert designation supports oversight of financial reporting and risk .
- Robust governance policies (anti‑hedging/no‑pledging; clawback; severance approval policy) and regular executive sessions bolster investor alignment .
- High shareholder support on say‑on‑pay (95.5%), suggesting confidence in comp governance under Lieb’s chairmanship .
- Active committee cadence: Audit (9 meetings) and Compensation (4) indicate engagement .
- Watch items:
- Multiple public REIT directorships (Orion Office REIT, Star Holdings) increase time commitments; no AVB-related transactions disclosed, but continued monitoring of potential sector interlocks is prudent .
- Consultant affiliate engagement (executive/director search) reviewed; Committee deemed no material conflict—ongoing oversight advisable .
- Red flags: None disclosed regarding attendance, related party transactions, hedging/pledging, or Section 16 compliance for Lieb .
Overall, Lieb’s deep finance/REIT experience, independence, and committee leadership (Comp Chair; Audit member/financial expert) support board effectiveness and investor confidence, with strong say‑on‑pay outcomes and robust governance policies underpinning alignment .