Terry Brown
About Terry S. Brown
Lead Independent Director at AvalonBay Communities, Inc. since May 2023; independent director since 2015. Co-Founder and Managing Partner of Asana Partners (private real estate investment firm) since 2015; previously Chairman & CEO of EDENS and CEO of Andersen Corporate Finance LLC (Arthur Andersen broker-dealer). Age 63. Education: Bachelor of Business Administration, University of Georgia, summa cum laude .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EDENS | Chairman & Chief Executive Officer | Joined 2002 | Led one of the country’s leading private owners, operators and developers of retail real estate |
| Andersen Corporate Finance LLC (Arthur Andersen) | Chief Executive Officer | Not disclosed | Responsible for global strategy and investment banking activities across industries |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Asana Partners | Co-Founder & Managing Partner | Since 2015 | Private real estate investment company |
| Other public company boards | None | — | No current public directorships disclosed |
Board Governance
- Independence: The Board affirmatively determined Brown is independent under NYSE standards (all directors except Naughton and Schall) .
- Lead Independent Director: Serves since May 2023; duties include presiding when Chair not present, setting/approving agendas, calling meetings of independent directors, serving as liaison with Chair/CEO, and acting as contact for stockholders .
- Committees: Compensation Committee member; Nominating, Governance and Corporate Responsibility (NGCR) Committee member .
- Committee responsibilities: Compensation oversees executive pay programs, goals, incentive plans, and may delegate certain grants; NGCR manages director nominations, governance policies, director compensation reviews, succession planning, and corporate responsibility oversight .
- Attendance: Board met seven times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting; regular executive sessions held with the Lead Independent Director presiding .
Fixed Compensation
| Component | Amount | Timing/Terms | 2024 Actuals for Brown |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $100,000 | Quarterly; payable in cash or at director’s election in deferred stock units | Elected DSUs in lieu of $100,000 cash; shown within stock awards |
| Annual equity retainer | $190,000 (2024); increased to $200,000 after 2025 Meeting | Granted 5th business day post-Annual Meeting; vests in equal quarterly installments over one year (DSUs payable after service end); dividends credited as RSUs | |
| Lead Independent Director additional retainer | $50,000 | Quarterly; payable in cash or DSUs | Received $42,500 for LID service in 2024 (included in stock awards) |
| Committee chair fees | $25,000 (Comp); $20,000 (NGCR/IFC); $30,000 (Audit) | Quarterly | Not applicable (Brown not a chair) |
| Meeting fees | None | — | — |
Director Compensation (FY2024):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Terry S. Brown | — | 331,890 (includes DSU election of $100,000 and $42,500 LID retainer) | 331,890 |
Director Stock Ownership Guidelines: Non-employee directors must hold shares/DSUs equal to at least 5x the annual cash retainer; all non-employee directors with 5+ years of service were in compliance as of April 1, 2025 .
Performance Compensation
- Not applicable to non-employee directors; director pay consists of retainers and time-vested equity (no performance-based metrics disclosed) .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None |
| Compensation Committee interlocks | Company disclosed no interlocks or insider participation; no member served as an officer/employee of AVB; no reciprocal board/committee relationships with AVB executives |
Expertise & Qualifications
- Real estate investment and operations: Co-led and managed large private real estate platforms (Asana Partners, EDENS) .
- Capital markets/investment banking: Former CEO of Andersen Corporate Finance LLC overseeing global strategy and IB activities .
- Corporate governance leadership: Lead Independent Director responsibilities and service on Compensation and NGCR Committees .
- Education: BBA, University of Georgia (summa cum laude) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Terry S. Brown | 16,505 | * (less than 1%) | Includes shares issuable in future under deferred stock awards elected in lieu of restricted stock |
| Ownership guideline compliance | Yes (among directors with 5+ years) | — | Guideline is 5x annual cash retainer; compliance confirmed as of April 1, 2025 |
| Pledging/Hedging | Prohibited by Board policy for directors and officers | — | Anti-hedging/anti-speculation and no-pledging policies in force |
Governance Assessment
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Strengths:
- Independent leadership with Brown as Lead Independent Director; robust duties enhancing board effectiveness and investor engagement .
- Independent Compensation and NGCR Committees; clear charters and oversight of executive pay, succession, and corporate responsibility .
- Strong governance policies: majority voting, no poison pill, clawback policy, anti-hedging/no-pledging, proxy access, and double-trigger vesting for change in control .
- Stockholder engagement: management outreach to holders of ~two-thirds of outstanding shares; feedback conveyed to Board .
- Say-on-pay support: ~95.5% approval in 2024, signaling investor confidence in compensation governance .
-
Potential conflicts/mitigants:
- Brown’s active role at Asana Partners (private real estate) could present industry overlap; Board’s independence determinations and related-party review policy (administered by NGCR) mitigate risk; no specific related-party transactions involving Brown disclosed .
- Compensation consultant relationships assessed by the Compensation Committee (Ferguson Partners and affiliate); Committee concluded no material conflicts of interest .
-
Attendance/Engagement:
- Board met 7 times in 2024; all directors met at least 75% attendance and attended 2024 Annual Meeting; regular executive sessions with LID presiding .
Insider Trades
| Item | Detail |
|---|---|
| Section 16 filings | Company reported Insiders’ filings were timely for FY2024, with one exception unrelated to directors (former non-executive officer); no issues noted for directors including Brown |
RED FLAGS
- None disclosed regarding Terry S. Brown: no related-party transactions, no hedging/pledging, and high say-on-pay support. The Committee’s review of consultant conflicts and the Board’s independence affirmations reduce perceived conflict risk .
Appendix: Committee Membership Snapshot (2024)
| Committee | Members | Chair | Meetings (2024) | Relevance to Investor Confidence |
|---|---|---|---|---|
| Compensation | Lieb (Chair), Brown, Hills, Swanezy | Lieb | 4 | Oversees executive pay and incentive alignment; reviews HCM and pay equity |
| NGCR | Swanezy (Chair), Aeppel, Brown, Howard | Swanezy | 4 | Oversees board composition, governance, director compensation, and CR policies |
| Investment & Finance | Lynch (Chair), Aeppel, Havner, Hills, Howard, Mueller, Naughton, Schall | Lynch | 5 | Reviews portfolio allocation, investment/financing; incorporates sustainability |
Overall assessment: Brown’s governance footprint—LID role plus service on Compensation and NGCR—supports board effectiveness and investor alignment. His equity-heavy director compensation (including DSU elections) and compliance with ownership guidelines indicate strong alignment, while independence determinations and related-party oversight reduce conflict risk .