Susan Swanezy
About Susan Swanezy
Independent director of AvalonBay Communities, Inc. (AVB); age 66; director since 2016. Chair of the Nominating, Governance and Corporate Responsibility (NGCR) Committee and member of the Compensation Committee. Former partner (2010–March 2024) at Hodes Weill & Associates, with prior senior capital-raising roles at Credit Suisse and Deutsche Bank’s RREEF; B.S. from Georgetown University School of Foreign Service. She also serves on the board of Digital Realty Trust, Inc. (since 2024).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hodes Weill & Associates L.P. | Partner | 2010–Mar 2024 | Global advisory firm focused on real estate investment management; deep capital markets network |
| Credit Suisse Group AG | Managing Director, Global Head of Capital Raising for Real Estate Products | Not disclosed | Led global real estate capital raising |
| Deutsche Bank AG / RREEF | Partner & Managing Director – Client Relations | Not disclosed | Senior roles in real estate investment management (RREEF) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Digital Realty Trust, Inc. | Director | Since 2024 | Not disclosed |
Board Governance
- Committee assignments and roles: Chair, NGCR; Member, Compensation Committee. NGCR met 4 times in 2024; Compensation Committee met 4 times in 2024.
- Independence: Board determined all directors other than the CEO and Chair are independent under NYSE rules; all current and proposed members of the Audit and Compensation Committees satisfy NYSE additional independence standards. Swanezy is classified as independent.
- Attendance: The Board met 7 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting.
- Lead Independent Director: Terry S. Brown; role includes agenda review, executive session leadership, and investor engagement.
- Governance processes: Annual Board and committee self-evaluations; proxy access and stockholder engagement program reaching holders of ~two-thirds of AVB shares annually.
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid in cash or DSUs at director’s election |
| NGCR Committee Chair fee | $20,000 | Paid in cash or DSUs at director’s election |
| Total cash fees (2024) | $120,000 | As reported in Director Compensation Table |
Performance Compensation (Director Equity)
| Item | Amount/Terms | Vesting | Notes |
|---|---|---|---|
| Annual equity retainer (2024 grant) | $190,000 grant-date fair value (reported as $190,081) | Vests in equal quarterly installments over 1 year; accelerated under certain departure conditions | Directors may elect restricted stock or deferred stock units (DSUs) |
| Annual equity retainer (effective after 2025 AGM) | $200,000 | Same vesting terms | Increase approved post-2025 meeting |
| Unvested DSUs (as of Dec 31, 2024) | 490 units | Per director | Applies to all non-employee directors |
Equity for directors is time-based, not performance-based; no director-specific performance metrics are disclosed.
Other Directorships & Interlocks
- Current public boards: Digital Realty Trust, Inc. (since 2024).
- Compensation Committee interlocks: None; no insider participation; Swanezy joined the Compensation Committee May 16, 2024 (replacing retired director W. Edward Walter).
- Potential competitive interlocks: Digital Realty is a data center REIT; AVB is a multifamily REIT—no disclosed conflicts or related-party transactions.
Expertise & Qualifications
- Financial/capital markets and real estate investment & finance expertise noted in Board skills matrix.
- Board diversity: self-identified female.
- Education: B.S., Georgetown University School of Foreign Service.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Susan Swanezy | 12,912 | ~0.009% (12,912 ÷ 142,364,779) | Includes shares issuable in future under deferred stock awards; shares outstanding as of Mar 4, 2025 were 142,364,779 |
- Director stock ownership guidelines: Required holding equals or exceeds 5× annual cash retainer; directors have 5 years to comply; as of Apr 1, 2025, all non-employee directors with ≥5 years of service were compliant (Swanezy has served since 2016).
- Anti-hedging and no pledging: Company prohibits hedging/speculative trades and pledging of AVB stock for directors and officers.
- Insider trading controls: Prior authorization and trading-window requirements for directors and officers; policy filed and posted.
- Section 16(a) compliance: Company reports timely filings for insiders during 2024, with one exception unrelated to directors; no delinquency noted for Swanezy.
Governance Assessment
- Board effectiveness: Swanezy chairs NGCR, which oversees director nominations, governance policies, CR oversight, and director compensation review—central to Board refreshment, stockholder rights, and ESG oversight. Presence on the Compensation Committee adds pay governance oversight.
- Independence and attendance: Independent status, committee roles limited to independent directors, and ≥75% attendance support investor confidence in oversight quality.
- Alignment and incentives: Mixed cash/equity director pay, quarterly vesting, and stringent ownership guidelines reinforce long-term alignment; equity retainer increase to $200k after 2025 aligns with market benchmarks.
- Conflicts and related-party oversight: NGCR administers conflicts policy and reviews related-party transactions (Item 404), mitigating exposure; no related-party transactions disclosed involving Swanezy.
- Risk indicators and policies: Robust anti-hedging/no pledging, clawback for executives, no poison pill, and annual stockholder engagement and say-on-pay (95.5% approval in 2024) underpin governance quality.
RED FLAGS: None disclosed for Swanezy—no attendance issues, no interlocks, no related-party transactions; anti-hedging/no pledging policies apply. Continued monitoring warranted given prior association with Hodes Weill, but no transactions were reported.