Timothy Naughton
About Timothy J. Naughton
AvalonBay’s non-executive Chairman of the Board; age 63; director since 2005. Former CEO (2012–Jan 2022), Executive Chairman (2022), President (2005–Jan 2021); earlier roles include Chief Operating Officer, Chief Investment Officer, and Regional VP – Development and Acquisitions. Education: B.A., University of Virginia (Phi Beta Kappa) and MBA, Harvard Business School. Not independent under NYSE standards (Board determined all directors are independent except Mr. Naughton and Mr. Schall).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AvalonBay Communities, Inc. | Chairman of the Board (non-executive) | Jan 1, 2023–present; served as Chairman since 2013 | Board leadership; bridge between Board and CEO; continuity of leadership |
| AvalonBay Communities, Inc. | Executive Chairman | 2022 | Transition role post-CEO |
| AvalonBay Communities, Inc. | Chief Executive Officer | 2012–Jan 2022 | Led strategy and operations |
| AvalonBay Communities, Inc. | President | 2005–Jan 2021 | Senior leadership |
| AvalonBay Communities, Inc. | COO; CIO; Regional VP – Development & Acquisitions | Not disclosed (prior to 2005) | Development/investment leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Boston Properties | Director | Since 2024 | Not disclosed |
| Park Hotels & Resorts, Inc. | Director | Since 2017 | Not disclosed |
| Welltower, Inc. | Director (prior) | 2013–2019 | Not disclosed |
| Navitas Capital | Senior Advisor | Not disclosed | Property technology venture firm |
| Energy Impact Partners | Senior Advisor | Not disclosed | Climate technology venture firm |
| Jefferson Scholars Foundation (UVA) | Board member | Not disclosed | Not disclosed |
| UVA White Ruffin Byron Center for Real Estate | Advisory board | Not disclosed | Not disclosed |
| Nareit | Former Chairman | Not disclosed | Industry leadership |
Board Governance
- Committees: Investment and Finance Committee (IFC) member; not a committee chair. IFC met 5 times in 2024.
- Independence: Not independent (Board affirmed all directors independent except Mr. Naughton and Mr. Schall). Lead Independent Director is Terry S. Brown (since May 2023).
- Attendance: Each director attended at least 75% of Board/committee meetings in 2024; all directors attended the virtual 2024 Annual Meeting. Board met 7 times in 2024; regular executive sessions of independent directors are scheduled.
- Director stock ownership guidelines: Non-employee directors must hold shares/DSUs equal to ≥5x annual cash retainer; all directors with ≥5 years of service were in compliance as of April 1, 2025.
Fixed Compensation
| Component | Amount ($) | Details |
|---|---|---|
| Annual cash retainer (2024) | 100,000 | Paid quarterly; directors may elect deferred stock units (DSUs) in lieu of cash |
| Non-Executive Chairman cash retainer (2024) | 250,000 | Paid quarterly; designated for non-exec Chair |
| Equity retainer (2024 grant-date fair value) | 190,081 | Restricted stock or DSUs; vests in equal quarterly installments over 1 year; grant made 5th business day post-annual meeting |
| Committee chair fees | — | IFC chair retainer is $20,000; Mr. Naughton is not a chair |
| Total 2024 Director Compensation | 540,081 | Sum of cash and equity values |
- Program update: Annual equity retainer increased to $200,000 for grants after the 2025 Annual Meeting (same vesting terms).
Performance Compensation
| Item | Value ($) | Notes |
|---|---|---|
| Non-Equity Incentive Plan Compensation (2024) | — | Directors do not receive performance-based cash incentives; compensation is retainer plus time-based equity |
| Option awards (2024) | — | No director option awards in 2024 |
- Vesting metrics: Director equity awards are time-based, vesting quarterly over one year; no performance metrics (e.g., TSR, EBITDA) tied to director grants disclosed.
Other Directorships & Interlocks
| Company | Sector | Overlap/Interlock Considerations |
|---|---|---|
| Boston Properties | Office REIT | External public REIT role; no specific AVB transactions disclosed in proxy |
| Park Hotels & Resorts | Lodging REIT | External public REIT role; no specific AVB transactions disclosed in proxy |
| Welltower (prior) | Healthcare REIT | Historical external REIT role |
- Related party policy: NGCR reviews/approves related person transactions under Item 404; Board enforces conflict-of-interest code and requires waivers/mitigations for officers/directors where appropriate. No Naughton-specific related party transactions are disclosed in the 2025 proxy.
Expertise & Qualifications
- Skills/experience matrix: Accounting/Financial Literacy; Real Estate Development; C-Level Management; Financial/Capital Markets; Real Estate Investment & Finance; Non-AVB public board experience; Public Company CEO experience.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 192,963 | As of March 4, 2025 |
| Percent of class | Less than 1% | Company outstanding shares: 142,364,779 |
| Exercisable options | 69,832 | Issued in 2021 under Equity Incentive Plan |
| Deferred stock awards issuable in future | 2,216 | DSUs in lieu of restricted stock |
| Unvested DSUs (as of 12/31/2024) | 490 | Each non-employee director held 490 unvested DSUs |
| Family Trust holdings | 14,024 (disclaimed) | Naughton disclaims beneficial ownership |
| Shares outstanding (context) | 142,364,779 | As of March 4, 2025 |
- Anti-hedging/No pledging: Directors prohibited from hedging/speculative transactions and from pledging AVB shares or holding in margin accounts.
- Director stock ownership guidelines: ≥5x annual cash retainer; compliance met for those ≥5 years (includes Mr. Naughton).
Governance Assessment
- Independence and role: Not independent and serves as non-executive Chairman; governance mitigants include a Lead Independent Director with robust authorities and regular executive sessions of independent directors. This structure balances continuity with independent oversight.
- Attendance/engagement: Board met 7 times in 2024; all directors attended at least 75% of meetings and the 2024 Annual Meeting—indicative of adequate engagement.
- Compensation alignment: Chair retainer ($250k) plus standard director retainer ($100k) and time-based equity ($190k grant-date fair value in 2024; moving to $200k in 2025) provide straightforward, non-performance-based director pay; equity vests quarterly, and directors may elect DSUs, which strengthens long-term alignment.
- Ownership and policies: Beneficial ownership at <1% with exercisable options and DSUs; strong alignment policies (stock ownership guidelines; anti-hedging; no pledging) reduce misalignment risks.
- Potential conflicts: External REIT directorships and advisory roles at investment firms (Navitas Capital; Energy Impact Partners) could present information-flow or time-allocation considerations; AVB’s related party transaction policy and conflict-of-interest code provide oversight, and no related party transactions for Mr. Naughton are disclosed in the proxy.
RED FLAGS
- Non-independence while serving as Board Chair (structural consideration mitigated by Lead Independent Director and committee independence).
- Multiple external directorships/advisory roles require continued monitoring for conflicts; reliance on NGCR oversight and disclosure regime noted.