H. Wyman Howard III
Director at INVH
Board
About H. Wyman Howard III
Rear Adm. (ret.) H. Wyman Howard III, age 56, joined the Invitation Homes (INVH) board in October 2024 and is an independent director with deep leadership experience across U.S. Naval Special Warfare and Joint Special Operations. He brings expertise in risk mitigation, cyber threats, security, and strategy, and holds a Professional Certificate in Artificial Intelligence and Business Strategy from MIT CSAIL . He is currently assigned to the Audit Committee and the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Navy / Joint Special Operations | Commander, Naval Special Warfare Command | 2020–2022 | Top operational leadership; strategic, operational, and tactical command |
| U.S. Special Operations Command Central (SOCCENT) | Commander | 2018–2020 | Theater special operations leadership in CENTCOM AOR |
| National Geospatial‑Intelligence Agency | Director of Operations | 2016 | Intelligence operations leadership; interagency coordination |
| U.S. Navy | Rear Admiral (Upper Half) | Retired Sept 2022 | 32+ years of service; units received five Presidential Unit Citations, among other commendations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bridger Aerospace Group Holdings, Inc. (NASDAQ: BAER) | Director | Current | Aerial wildfire suppression/aerospace; INVH director Jeffrey E. Kelter is BAER Chair (board interlock) |
| Frontier Scientific Solutions | Partner | Current | Life sciences supply chain solutions |
| McKinsey & Co. | Senior Advisor | Current | Strategic advisory role |
Board Governance
- Independence: The board affirmatively determined Mr. Howard is independent under NYSE rules and INVH guidelines .
- Committee assignments:
- Current: Audit Committee; Nominating & Corporate Governance Committee .
- Post‑2025 Annual Meeting (planned): Continues on Audit and Nominating; Audit chaired by F. Aldrich Sevilla‑Sacasa; Nominating chaired by J. Cohen Barbe .
- Attendance: In 2024, each director attended at least 75% of board/committee meetings during their service period (board: 6; Audit: 6; Comp: 5; Nominating: 4; Investment & Finance: 6) .
- Executive sessions: Independent directors meet regularly in executive session; chair presides .
- Cyber/Risk oversight: Audit Committee oversees enterprise risk and cybersecurity; committee recognizes Mr. Howard’s domain expertise in cybersecurity from his Special Operations background .
Fixed Compensation
| Component | 2024 INVH Director Program | Mr. Howard 2024 Actual (prorated from Oct 2024) |
|---|---|---|
| Annual cash retainer | $85,000 (Board Chair: $235,000) | $21,250 |
| Committee membership fee | $12,500 per committee | Included in cash above (prorated) |
| Committee chair fee | $25,000 (Audit, Comp, Nominating, I&F) | N/A |
| Equity grant (time‑vest RSUs) | $190,000; one‑year vest at next annual meeting | $121,281 (grant‑date fair value) |
| Total 2024 compensation | Emphasis on equity; no meeting fees/perks; no tax gross‑ups | $142,531 |
Notes: Non‑employee directors receive annual time‑based RSUs; meeting attendance is expected, not paid; no perquisites/tax gross‑ups .
Performance Compensation
- Directors do not receive performance‑based pay; annual equity consists of time‑vesting RSUs with one‑year vesting aligned to the next annual meeting .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Bridger Aerospace Group Holdings, Inc. (NASDAQ: BAER) | Director | Interlock with INVH director Jeffrey E. Kelter, who serves as BAER Chairman |
Potential governance consideration: Board interlock (informational flow) exists outside INVH’s industry core; no supplier/customer relationship disclosed with INVH. Independence determinations took potential conflicts into account .
Expertise & Qualifications
- Strategic/Operational leadership across military special operations and interagency coordination .
- Risk mitigation, cyber threats, innovative security solutions; relevant to Audit Committee’s cybersecurity oversight remit .
- Professional Certificate in Artificial Intelligence and Business Strategy (MIT CSAIL) .
Equity Ownership
| Holder | Beneficial Ownership | Notes |
|---|---|---|
| H. Wyman Howard III | 3,402 (RSUs) | Listed as beneficially owned; represents 2024 director award; less than 1% of shares outstanding |
| Stock ownership policy (directors) | 5x annual cash retainer; expected achievement within five years; hedging and pledging prohibited | Ownership guidelines and prohibitions apply to directors; no hedging/pledging allowed |
Governance Assessment
- Strengths
- Independent director with directly relevant risk/cybersecurity background augmenting Audit Committee capabilities .
- Assigned to Audit and Nominating & Corporate Governance—committees central to financial oversight, independence screening, board refreshment, and sustainability oversight .
- Director pay structure emphasizes equity alignment; robust stock ownership guidelines; no meeting fees/perks/tax gross‑ups .
- Attendance expectations met at board‑wide level in 2024 (>75%) .
- Flags/Watch items
- Board interlock at BAER (with INVH director J. Kelter as BAER Chair) merits monitoring for potential perception risks; INVH’s independence determinations found directors independent under NYSE standards .
- Related‑party transactions: The proxy includes a formal approval policy; no specific related‑party transactions involving Mr. Howard are disclosed in the section provided .
Appendix: Committee Context and Attendance
- 2024 Board meetings: 6; Audit: 6; Compensation & Management Development: 5; Nominating & Corporate Governance: 4; Investment & Finance: 6; all directors attended ≥75% of applicable meetings during their service .
- 2025 planned committee composition continues Mr. Howard on Audit and Nominating .