Ronald Havner Jr.
About Ronald L. Havner, Jr.
Ronald L. Havner, Jr. (age 67) is an independent director of AvalonBay Communities and has served on the Board since 2014; he currently serves on the Audit Committee and the Investment and Finance Committee and is designated by the Board as an “audit committee financial expert” based on his past experience as a Certified Public Accountant and as a public company CFO and CEO . He is the non‑executive Chairman of Public Storage (PSA), where he previously served as CEO for 16 years until 2018; he also served as non‑executive Chairman of Shurgard Self‑Storage SA from 2018 to 2023 and is now chairman emeritus and a consultant; Havner holds a B.A. in Economics from UCLA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AvalonBay Communities (AVB) | Independent Director | Director since 2014 | Audit Committee member; Investment and Finance Committee member; designated Audit Committee financial expert |
| AvalonBay Communities (AVB) | Audit Committee Chair (partial year) | Partial year through 2024 Annual Meeting | Rotated off Chair role after 2024 Annual Meeting; received $15,000 partial-year Chair retainer |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public Storage (PSA) | Chairman of the Board | Chairman since 2011 | Director since 2002; CEO for 16 years (retired 2018) |
| Shurgard Self‑Storage SA | Non‑Executive Chairman; Chairman Emeritus/Consultant | Non‑exec Chair 2018–2023; Chairman Emeritus/Consultant thereafter | — |
| Nareit | Chairman of Board of Governors (prior) | Not disclosed | Prior leadership role; former Chairman |
Board Governance
- Independence: The Board determined Havner is independent under NYSE standards; all Audit Committee members (including Havner) are independent and financially literate .
- Committees:
- Audit Committee: Members Mueller (Chair), Havner, Lieb, Lynch; 9 meetings in 2024; Havner designated an “audit committee financial expert” .
- Investment and Finance Committee: Members include Lynch (Chair), Aeppel, Havner, Hills, Howard, Mueller, Naughton, Schall; 5 meetings in 2024; authority to approve investment/financing within Board‑set limits .
- Attendance: The Board met 7 times in 2024; each director attended at least 75% of Board and committee meetings during periods served; all directors attended the virtual 2024 Annual Meeting .
- Executive sessions: Regular executive sessions of independent directors; Lead Independent Director presides .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $0 | Elected to receive deferred stock units (DSUs) in lieu of $100,000 cash retainer |
| Stock Awards (Restricted Stock/DSUs, grant‑date fair value) | $304,727 | Includes DSU election of $100,000 and $15,000 partial‑year Audit Committee Chair retainer recognized in equity |
| Total | $304,727 | — |
Director compensation structure (effective after 2025 Annual Meeting):
- Annual cash retainer: $100,000 (payable in cash or DSUs at director’s election) .
- Annual equity retainer: $200,000 (in restricted stock or DSUs; increased from $190,000 pre‑meeting) granted on 5th business day following the annual meeting; vests in equal quarterly installments over one year; dividend equivalents accrue and reinvest; accelerated vesting upon Board departure except voluntary departures not due to death/disability or removal for cause .
- Additional retainers: Audit Chair $30,000; Compensation Chair $25,000; IFC/NGCR Chairs $20,000; Lead Independent Director $50,000; Non‑Executive Chairman $250,000 (all payable in cash or DSUs) .
Performance Compensation
| Design Element | Detail |
|---|---|
| Performance linkage in director pay | None; director equity retainer vests time‑based in quarterly installments (no performance metrics) |
| Clawback/Recovery | Company maintains a compensation recovery (“clawback”) policy applicable to incentive compensation programs and discloses governance policies including clawback and insider trading policies |
Other Directorships & Interlocks
| Company | Sector | Role | Start/End |
|---|---|---|---|
| Public Storage (PSA) | Self‑storage REIT | Chairman of the Board; Director; former CEO | Chairman since 2011; Director since 2002; CEO through 2018 |
| Shurgard Self‑Storage SA | Self‑storage | Non‑Executive Chairman; Chairman Emeritus/Consultant | Non‑exec Chair 2018–2023; Chairman Emeritus/Consultant thereafter |
| Nareit | Industry association | Former Chairman of Board of Governors | Not disclosed |
No specific related‑party transactions were detailed for Havner; AVB maintains a formal related‑party transaction review policy administered by the NGCR Committee for Item 404 transactions .
Expertise & Qualifications
- Audit Committee financial expert designation based on past CPA, CFO, and CEO experience in a public company .
- Extensive REIT leadership through Public Storage; capital markets and finance experience recognized in Board skills matrix .
- Education: B.A. in Economics, UCLA .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Ronald L. Havner, Jr. | 17,107 | * (less than 1%) | Includes shares issuable in future under deferred stock awards elected in lieu of restricted stock |
| Unvested DSUs held (non‑employee directors) | 490 units (each director as of 12/31/2024) | — | Applies to each non‑employee director |
| Stock ownership guideline | ≥5x annual cash retainer (DSUs or shares) | — | As of April 1, 2025, all non‑employee directors with ≥5 years’ service were in compliance (Havner joined in 2014) |
Insider trading controls:
- Robust anti‑hedging, anti‑speculation, and no‑pledging policies; pre‑clearance required with trading generally limited to windows or pre‑approved 10b5‑1 plans .
Governance Assessment
- Board effectiveness: Havner strengthens financial oversight as an Audit Committee member and designated financial expert; audit met 9 times in 2024, and Board‑level attendance standards were met across directors, supporting engagement .
- Alignment and incentives: He elected DSUs in lieu of cash, making his 2024 compensation entirely equity‑based ($304,727), which supports long‑term alignment with shareholders; AVB’s director equity vests time‑based (no performance gaming), and ownership guidelines (≥5x retainer) are met for long‑tenured directors .
- Conflicts and related‑party risk: AVB’s NGCR‑administered related‑party transaction policy and independence determinations mitigate conflict risk; all Audit Committee members are independent; no pledging allowed per insider policy .
- Risk oversight signals: Audit Committee formally oversees cybersecurity, legal compliance, and enterprise risk management; Committee has authority over the external auditor and received independence disclosures, reinforcing controls and investor confidence .
Red flags to monitor
- External workload: Concurrent chairmanship at Public Storage and ongoing advisory ties (Shurgard chairman emeritus/consultant) increase time commitments; while not a competitive interlock with multifamily, investors should monitor for any related‑party dealings—AVB’s policy framework provides process controls .
- Prior committee chair rotation: Havner’s rotation off Audit Chair (partial‑year $15,000 retainer) suggests planned refreshment; continuity maintained by current Chair Mueller—no adverse signal, but leadership transitions warrant ongoing attention .