Sean Breslin
About Sean Breslin
Sean J. Breslin (age 58) is Chief Operating Officer of AvalonBay Communities, Inc. (AVB), a role he has held since January 2015; he joined AVB in 2002 and previously served as EVP–Investments & Asset Management, among other roles. He holds a B.A. from California State University, Long Beach and an MBA from the University of Texas at Austin; external leadership includes the NMHC Executive Committee (member), past Chair of ULI’s Multifamily Council, Executive Committee of UT Austin’s Real Estate Finance & Investment Center, and the Board of the American Red Cross . Company performance context for FY2024: Core FFO/share +3.6% YoY; same-store residential revenue +3.4%, same-store NOI +2.7%; AVB’s 3-year TSR outperformed both the Nareit Apartment and Nareit Equity REIT indices; 2022–2024 PSU cycle paid at 149.1% of target, reflecting TSR and operating outperformance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AvalonBay Communities, Inc. | Chief Operating Officer | Jan 2015–present | Oversees operating platform including Property Operations, Digital and Enterprise Technologies, Corporate Innovation, Marketing, Revenue Management, and Brand Strategy . |
| AvalonBay Communities, Inc. | EVP – Investments & Asset Management | Apr 2012–Jan 2015 | Led investments and asset management during portfolio optimization initiatives . |
| AvalonBay Communities, Inc. | SVP – Redevelopment & Asset Management; SVP – Investments | Not disclosed (pre-2012) | Senior leadership roles across redevelopment, asset management, and investments . |
| CWS Capital Partners | Chief Operating Officer | Pre-2002 (not disclosed) | Multifamily operating leadership prior to joining AVB . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Multifamily Housing Council (NMHC) | Executive Committee Member | Not disclosed | Industry policy and strategy influence . |
| Urban Land Institute (ULI) | Past Chair, Multifamily Council | Not disclosed | Sector thought leadership . |
| UT Austin Real Estate Finance & Investment Center | Executive Committee Member | Not disclosed | Academia-industry bridge; investment best practices . |
| American Red Cross | Board of Directors | Not disclosed | Community and governance engagement . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (paid) ($) | 640,385 | 674,231 | 680,000 |
| Target Cash Bonus ($) | Not disclosed | Not disclosed | 1,020,000 (150% of $680k) |
| Actual Cash Bonus Paid ($) | 1,211,287 | 1,264,587 | 1,197,063 |
Performance Compensation
Annual Cash Incentive (framework and 2024 outcome)
- Weighting for Breslin: 40% corporate, 40% business unit, 20% individual .
- Corporate scorecard (company-wide) achieved 123.9% of target, driven by metrics below .
| Metric (Corporate Component) | Weight | Threshold | Target | Max | Actual/Result | Payout % |
|---|---|---|---|---|---|---|
| Core FFO/share – Annual | 20% | $10.28 | $10.68–10.88 | $11.28 | $11.01 | 132.5% |
| Core FFO/share – 1H | — | $5.03 | $5.23–5.33 | $5.53 | $5.47 | 170.0% |
| Core FFO/share – 2H | 30% (semi-annual total) | $5.30 | $5.50–5.60 | $5.80 | $5.54 | 100.0% |
| Development Yield vs. budget | 15% | — | Meet budget | — | Above target | 127.3% |
| GRESB Standing Investment Score | 7.5% | — | — | — | 80 | 100.0% |
| Mid-Lease NPS (1H/2H weighted) | 3.75% | — | 26–32 / 28–32 | 37 | Weighted 30 | 100.0% |
| Online Reputation Sentiment | 3.75% | — | 4.25 | — | 4.39 | 128.0% |
| Strategic & Corp. Tech Initiatives | 10% | — | — | — | Above target | 108.0% |
| Effectiveness of Management | 10% | — | — | — | Above target | 110.0% |
- Business unit achievement (Breslin): 113.8% of target (same-store NOI beat budget; NPS +7 pts to 30; no material cyber events; digital product rollouts; operating efficiencies) .
- Individual performance (Breslin): 115% of target .
- Actual 2024 cash bonus: $1,197,063 .
Annual Stock Bonus (time-based RSAs)
- For NEOs other than CEO, annual stock bonus is based on business unit goals and performance. Breslin’s 2024 stock bonus: $1,202,765; RSAs vest ratably over 3 years from grant (granted Feb 2025 for 2024 performance) .
Multi-Year Performance Units (PSUs)
- 2024–2026 design: 55% TSR (vs FTSE Nareit Equity Apartments; vs FTSE Nareit Equity REITs), 45% operating (Core FFO/share growth vs peers; 3-yr Net Debt-to-Core EBITDA vs peers). Linear payout from 50% (threshold) to 200% (max). Peers: AIRC (limited inclusion), CPT, EQR, ESS, MAA, UDR .
- 2024 grant sizing (Breslin targets): TSR units 4,729; Operating units 3,869 (threshold/maximum 50%/200% of target) .
- 2022–2024 PSU settlement: Overall achievement 149.1% of target; Breslin earned 8,635 shares plus $170,628 cash in dividend equivalents; total realized $2,083,971 (at $221.58/share on Feb 26, 2025) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 85,114 shares as of Mar 4, 2025; ~0.06% of 142,364,779 shares outstanding (calc. from table) . |
| Options (Exercisable / Unexercisable) | 17,458 / 0 (2021 grant; no unvested options as of 12/31/24) . |
| RSAs Unvested | 6,612 shares (2024 RSA for 2023 service; vests ratably starting Mar 1, 2025) . |
| PSUs Earned (2022–2024) | 8,635 shares (settled Feb 2025) . |
| PSUs Outstanding (uneamed at 12/31/24) | Up to 17,196 shares (max) for 2023–2025 and 2024–2026 cycles; settle Mar 1, 2026/2027 based on performance . |
| Ownership Guidelines | EVPs must hold stock equal to 3x base salary; compliance required within 5 years; all covered officers with 5+ years (incl. Breslin) are in compliance . |
| Hedging/Pledging | Robust anti-hedging/anti-speculation and no-pledging policies (no short sales, no derivatives, no margin/pledge) . |
| 2024 Vested Shares | 15,587 shares vested for Breslin in 2024 (RSAs and prior PSU vest), value $2,776,668 on vest dates . |
Vesting cadence and potential selling pressure
- RSAs vest ratably over 3 years; Breslin’s 6,612 RSAs from 2024 grant imply ~2,204 shares vesting annually through 2027, subject to tax withholding and continued service .
- No unvested options remain; PSUs do not settle until performance periods end (2025–2027), moderating near-term supply; anti-hedging/pledging policies reduce alignment risk .
Employment Terms
| Topic | Terms (Executive-Vice-President level unless noted) |
|---|---|
| Employment Agreement | AVB generally has limited employment agreements; not party to ongoing agreements with NEOs (CEO’s initial agreement expired Jan 2024) . |
| Severance – Without Cause (non–sale event) | Guideline (not contractual): 1.5x base salary + target cash bonus for non-PEO NEOs; 6 months COBRA; outplacement up to $5,000 (subject to release/conditions) . |
| Change in Control (“Sale Event”) – Double Trigger | 2x Covered Compensation (base + target cash bonus) for EVPs; pro rata current-year cash and stock bonus valued at target; accelerated vesting of unvested RSAs/options; up to 18 months COBRA . |
| Breslin Estimated CoC Cash | $3,400,000 (2x [$680,000 + $1,020,000]) . |
| Equity on CoC | Performance awards vest at target; RSAs/options accelerate per plan on qualifying termination within 24 months of Sale Event . |
| Retirement Provisions | Upon qualifying “Retirement,” full vesting of RSAs (30 days after event), pro rata PSUs at actual performance; requires 6 months’ notice, 2-year non-solicit, 1-year non-compete . |
| Clawback | NYSE-compliant policy requires recovery of incentive-based comp upon required restatement (3-year lookback; no-fault standard); prior discretionary recoupment also retained . |
| Insider Trading Controls | Pre-clearance required; trading windows aligned to earnings; robust policies filed with 10-K . |
| No Gross-Ups | No excise tax gross-ups on CoC; no perquisite gross-ups (except limited relocation) . |
Compensation Structure Analysis
- High at-risk pay mix: AVB emphasizes variable, performance-based compensation for NEOs with rigorous goals and capped payouts; options are not part of recurring NEO pay (CEO may elect substitution), indicating a tilt to RSAs/PSUs (lower risk of option-driven behavior) .
- Performance metrics tie to value creation: Annual includes Core FFO/share, development yield, NPS/online reputation, GRESB, strategic initiatives; multi-year includes relative TSR and relative Core FFO growth/leverage vs multifamily peers .
- Governance safeguards: Anti-hedging/pledging, clawback, stock ownership guidelines, severance caps policy (shareholder approval over 3x severance) enhance alignment and mitigate risk .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: 95.5% support at the 2024 Annual Meeting for 2023 compensation, viewed by the Compensation Committee as an endorsement of the program; AVB conducts annual Say-on-Pay and regular investor outreach on governance and compensation topics .
Performance & Track Record (Operating Lens Under Breslin)
- 2024 operations: Same-store residential NOI +2.7%; revenue +3.4%; NPS rose from 23 to 30; operating platform digitization advanced; no material cybersecurity incidents; development completions at 5.6% initial stabilized yield (0.2% above underwriting) supporting capital efficiency .
- Long-term incentives paid on results: 2022–2024 PSUs paid 149.1% on strong relative TSR and operating metrics vs peers (including Core FFO/share growth) .
Equity Ownership & Pledging (Detail Table)
| Component | Shares/Value |
|---|---|
| Beneficially Owned Shares (Mar 4, 2025) | 85,114 |
| % of Outstanding (142,364,779) | ~0.06% (calc. from ) |
| Exercisable Options | 17,458 |
| Unvested RSAs (12/31/24) | 6,612 ($1,454,442 at $219.97) |
| Earned PSUs (2022–2024) | 8,635 shares; $170,628 dividend equivalent cash |
| Unearned PSU Units at Max (2023–2025; 2024–2026) | 17,196 |
| Hedging/Pledging | Prohibited by policy |
| Ownership Guideline (EVP) | 3x base salary; in compliance (5+ years) |
Employment Terms (Detail Table)
| Scenario | Cash | Equity Treatment | Health/Other |
|---|---|---|---|
| Termination w/o Cause (non–sale event) | Guideline 1.5x base + target cash bonus | RSAs/options per plan; PSUs pro rata at actual upon end of period | 6 months COBRA; up to $5k outplacement |
| CoC + Qualifying Termination (Double Trigger) | 2x Covered Comp (base + target cash bonus) | RSAs/options accelerate; PSUs vest at target; dividend equivalents per terms | Up to 18 months COBRA |
| Retirement (qualified) | Pro-rated annual cash and stock bonus (paid in cash) | RSAs fully vest (30 days post-event); PSUs pro rata at actual | 6 months COBRA |
Investment Implications
- Alignment and retention: High equity mix (PSUs and RSAs) with stringent anti-hedging/pledging and ownership guidelines suggests strong alignment; retirement and CoC protections are standard for REIT EVPs and include robust post-termination covenants, indicating managed retention risk .
- Near-term supply signals: No unvested options for Breslin; primary vesting supply is RSA tranches over 2025–2027 and performance award settlements in 2026–2027; 2024 vesting totaled 15,587 shares (some likely net-settled for taxes), limiting open-market selling pressure indicators .
- Pay-for-performance: Corporate and business unit outcomes above target delivered elevated variable pay (cash + stock) and strong PSU settlement (149.1%), reinforcing that realized comp tracks value creation and operating execution .
- CoC economics: Double-trigger 2x multiple and target-level PSU vesting in a sale provide meaningful, but not excessive, change-in-control value (Breslin est. $3.4M cash), which can be relevant for M&A probabilities and management incentives .