Stephen Hills
About Stephen P. Hills
Stephen P. Hills (age 66) has served as an independent director of AvalonBay Communities, Inc. since 2017. He is Founding Director of Georgetown University Law Center’s Business Law Scholars Program (since 2016) and previously spent 28 years at The Washington Post, serving as President and General Manager from 2002 to 2016. He holds a B.A. from Yale University and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Washington Post | President & General Manager | 2002–2016 (28 years at company) | Led operations and brand; senior executive experience |
| The Washington Post | Various roles prior to 2002 | Pre-2002 | Career progression culminating in President & GM |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgetown University Law Center | Founding Director, Business Law Scholars Program | 2016–present | Program leadership; business-law education |
| Public company boards | None currently | N/A | Reduces interlock/conflict risk |
Board Governance
- Independence: The Board determined Hills is independent under NYSE standards; all directors except the CEO and non-executive Chair are independent .
- Committees: Compensation Committee member; Investment and Finance Committee member. Compensation Committee met 4x in 2024; Investment & Finance Committee met 5x .
- Attendance: Each director attended at least 75% of Board and committee meetings; the Board met 7x in 2024; all directors attended the 2024 annual meeting .
- Leadership structure: Independent Lead Director role (Terry S. Brown); regular executive sessions at each Board meeting .
Fixed Compensation
| Component | Amount | Timing/Vesting | Notes |
|---|---|---|---|
| Annual cash retainer | $100,000 | Quarterly, cash or director-elected DSUs | Standard for non-employee directors |
| Annual equity retainer (restricted stock or DSUs) | $190,000 (2024 awards); increasing to $200,000 after 2025 AGM | Granted 5th business day post-AGM; vests in equal quarterly installments over one year | Shares/units based on grant-date closing price; accelerated vesting upon Board departure (exceptions apply); dividend equivalents reinvested for DSUs |
| Committee chair fees | N/A (not a chair) | N/A | Audit Chair $30k; Compensation Chair $25k; IFC/NGCR Chairs $20k (for reference) |
| Lead Independent Director / Non-Exec Chair fees | N/A | N/A | $50k Lead Independent; $250k Non-Exec Chair (reference) |
| 2024 Director compensation (Hills) | Cash: $100,000; Stock awards: $190,081; Total: $290,081 | 2024 fiscal year | No option/bonus awards disclosed for directors |
Performance Compensation
| Metric | Disclosure for Directors | Notes |
|---|---|---|
| Performance-based pay (bonus, PSU, options) | None disclosed for directors | Director equity is time-based; no director performance metrics |
Other Directorships & Interlocks
| Item | Status | Detail |
|---|---|---|
| Current public company boards | None | Reduces potential interlocks |
| Compensation Committee interlocks | None | Committee members (incl. Hills) had no interlocking roles or related affiliations; no officer overlap with other companies’ compensation committees |
Expertise & Qualifications
- Credentials: BA Yale; MBA Harvard .
- Relevant skills: Accounting/financial literacy, C-level management, marketing/brand/consumer focus, real estate investment & finance (per Board skills matrix) .
- Sector experience: Long-tenured operating executive; academic leadership .
Equity Ownership
| Ownership Detail | Amount | Alignment Notes |
|---|---|---|
| Beneficial ownership (common shares) | 7,501 shares | Includes 6,991 shares issuable under deferred stock awards elected in lieu of restricted stock; <1% of shares outstanding |
| Unvested DSUs (as of 12/31/24, each non-employee director) | 490 units | Company-wide disclosure; applies to Hills |
| Director ownership guideline | 5x annual cash retainer | Compliance: all non-employee directors with ≥5 years service are in compliance as of 4/1/2025; Hills (director since 2017) meets guideline |
| Hedging/pledging | Prohibited | Anti-hedging and no-pledging policies apply to directors |
| Trading controls | Pre-clearance and windowed trading | Insider Trading Policy governs director transactions |
Governance Assessment
- Positive signals:
- Independent director with dual service on Compensation and Investment & Finance Committees; committee independence affirmed; regular executive sessions; Lead Independent Director structure supports oversight .
- Strong attendance and participation standards; Board met 7x in 2024; all directors attended annual meeting .
- Director stock ownership guidelines (5x cash retainer) with compliance for ≥5-year directors; Hills meets guideline, supporting alignment .
- Robust anti-hedging and no-pledging policies reduce misalignment risks; pre-clearance/trading windows further mitigate insider risks .
- Director compensation structure is standard (cash+time-based equity); modest equity retainer increase to $200k post-2025 AGM suggests market benchmarking discipline .
- Watch items:
- The Compensation Committee retained Ferguson Partners Consulting; an affiliate provided recruiting services. The Committee evaluated and concluded no material conflict, but ongoing monitoring of advisor independence is advisable given dual engagements .
- Board refreshment expectations (12-year re-nomination expectations; 3–5-year chair/Lead Director rotation) are disclosed—Hills at ~8 years of service is within guideline; monitor longer-tenure concentration over time .
No related-party transactions involving Hills are disclosed; Company maintains formal review/approval policy for related-party transactions and conflict-of-interest mitigations .
Insider Trades
| Date | Transaction | Shares/Price | Form 4 Link |
|---|---|---|---|
| Not disclosed in DEF 14A | — | — | DEF 14A does not include Form 4 transactions; refer to SEC Form 4 filings for current activity |