Jana Cohen Barbe

About Jana Cohen Barbe

Independent director of Invitation Homes since November 2018; age 62. Former senior partner at Dentons with more than 25 years advising financial institutions on affordable housing and community development investments and holding firm leadership roles (Global Vice Chair; Global Real Estate Practice Chair; Chair, Global Financial Institutions Sector). Holds a CERT Certificate in Cybersecurity Oversight (NACD/Carnegie Mellon). Current external roles include director at The Boler Company and strategic advisor on affordable housing since 2021. Committees: Audit; Nominating & Corporate Governance (designated to become Chair post-2025 AGM).

Past Roles

Organization	Role	Tenure	Committees/Impact
Dentons (global law firm)	Senior Partner; Global Vice Chair; Global Real Estate Practice Chair; Chair, Global Financial Institutions Sector	Prior to 2021; more than 25 years	Led real estate and financial institutions practices; advised on regulated affordable housing and community development investments.
Catalyst, Inc.	Past Chairperson, Board of Advisors	Not specified	Women’s advocacy leadership and governance impact.
Thresholds (IL non-profit)	Past Chairperson; Life Director	Not specified	Oversight for housing/supportive services organization.

External Roles

Organization	Type	Role	Notes
The Boler Company (owner of Hendrickson International)	Private company	Director	Supplier in heavy-duty truck/trailer systems; independent director.
Strategic advisor (private equity/financial institutions)	Advisory	Strategic business advisor on affordable housing	Since 2021.
CERT Cybersecurity Oversight (NACD/SEI)	Certification	CERT Certificate holder	Board-level cyber oversight credential.

Board Governance

Independence: Board affirmed Ms. Barbe is independent under NYSE standards and INVH guidelines.
Committees (current): Audit; Nominating & Corporate Governance.
Committee leadership: Designated to become Chair, Nominating & Corporate Governance Committee following 2025 Annual Meeting (assuming election).
Attendance: In 2024, Board held 6 meetings; Audit 6; Compensation 5; Nominating 4; Investment & Finance 6. Each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting.
Executive sessions and board structure: Independent chair (separate from CEO); regular executive sessions; all three governance-related committees fully independent.
Related-party oversight: Robust related-person transactions policy with Audit Committee review; directors recuse from votes on matters where they are interested.

Fixed Compensation

Program design (non-employee directors):

Annual cash retainer $85,000; Board Chair $235,000.
Committee membership retainer $12,500 per committee; Committee Chair retainer $25,000.
Annual RSU grant $190,000, time-vesting in full at next annual meeting; dividend equivalents paid.

Jana Cohen Barbe – director compensation

Metric	FY 2023	FY 2024
Cash fees ($)	98,709	110,000
Stock awards ($, grant-date fair value)	190,008	190,015
Total ($)	288,717	300,015

Performance Compensation

Performance-conditioned director pay: None disclosed; annual equity awards are time-vesting RSUs (no PSUs/options; no performance metrics).

Component	Structure	Performance Metrics
Annual director equity	RSUs vesting at next AGM; dividend equivalents	None for directors (time-vesting only).

Other Directorships & Interlocks

Company	Public/Private	Role	Potential Interlock/Relevance
The Boler Company	Private	Director	Unrelated to single-family rental; no INVH customer/supplier interlock disclosed.
Non-profit roles (Thresholds; Catalyst)	Non-profit	Leadership roles	Governance and social impact credentials.

Expertise & Qualifications

Real estate and finance background, including chairing Dentons’ Real Estate Practice and Financial Institutions Sector.
Affordable/workforce housing regulatory expertise and transactional experience.
Cybersecurity oversight training (CERT) relevant to Audit Committee risk oversight.
Strategic corporate responsibility leadership.

Equity Ownership

As of the March 20, 2025 record date:

Beneficial ownership: 28,068 shares (<1%).
Shares outstanding: 612,883,131; implied ownership ≈ 0.0046% (derived from disclosed numerator/denominator).
Unvested RSUs outstanding as of year-end 2024: 5,330 (director annual award).
Prior-year unvested RSUs as of year-end 2023: 5,655.
Hedging/pledging: Company prohibits hedging and restricts pledging; directors subject to stock ownership guideline of 5× annual cash retainer (individual compliance not disclosed).

Ownership Detail	Value
Common shares beneficially owned	28,068
% of shares outstanding	~0.0046% (28,068/612,883,131)
Unvested RSUs (12/31/2024)	5,330
Unvested RSUs (12/31/2023)	5,655
Ownership guideline	5× annual cash retainer for directors
Hedging/pledging policy	Hedging prohibited; pledging restricted

Governance Assessment

Board effectiveness signals: Independence affirmed; multi-committee experience; slated elevation to Chair of Nominating & Corporate Governance enhances oversight of director succession, independence determinations, and sustainability oversight.
Engagement/attendance: Meets Company expectations (≥75% attendance); full director attendance at 2024 annual meeting; supports active oversight.
Pay alignment: Emphasis on equity (time-vesting RSUs) and robust ownership guidelines; no perquisites/tax gross-ups; no meeting fees—reduces misaligned incentives and emphasizes long-term alignment.
Conflicts oversight: Formal related-person transaction policy with Audit Committee review and recusal; no specific related-person transactions involving Ms. Barbe are described in the proxy; independence reaffirmed after annual review.
Risk oversight competency: Cybersecurity credential supports Audit Committee’s risk and cyber oversight responsibilities.

RED FLAGS: None disclosed specific to Ms. Barbe in the proxy materials (no pledging/hedging allowed; no director-related party transactions described). Continued monitoring warranted given expanded governance chair role.