Kellyn Smith Kenny
Director at INVH
Board
About Kellyn Smith Kenny
Kellyn Smith Kenny (age 47) is a 2025 director nominee at Invitation Homes and has been affirmatively determined to be independent under NYSE standards; if elected, her initial Board service would begin in 2025 (years of service: 0) . She is Chief Marketing and Growth Officer at AT&T overseeing digital, advertising, brand, media, market insights, customer intelligence, and growth products; prior senior roles include Global CMO at Hilton, and leadership positions at Uber, Capital One, and Microsoft, with recognition from Forbes and Adweek and awards including EFFIEs, CLIOs, Cannes Lions, and SHORTY Awards .
Past Roles
| Organization | Role | Tenure (dates) | Committees/Impact |
|---|---|---|---|
| AT&T Inc. | Chief Marketing and Growth Officer | Not disclosed | Leads customer acquisition, lifetime value, and premium brand positioning; oversees digital, brand, media, sponsorships, insights, and growth products |
| Hilton Worldwide | Global Chief Marketing Officer | Not disclosed | Led marketing across 18 brands and the Hilton Honors loyalty program (>100M members) |
| Uber Technologies | Senior marketing leadership | Not disclosed | Senior roles in growth and marketing; specific committees not disclosed |
| Capital One Financial | Senior marketing leadership | Not disclosed | Senior roles in brand/marketing; specific committees not disclosed |
| Microsoft Corporation | Senior marketing leadership | Not disclosed | Senior roles in marketing; specific committees not disclosed |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Mobile Marketing Association | Chair Emeritus | Industry trade association; governance/marketing community leadership |
| AdCouncil | Executive Committee Member | Public service advertising organization |
| Association of National Advertisers | Board Member | Industry body for marketers |
| Aspen Institute | Henry Crown Fellow | Leadership recognition program |
Board Governance
- Independence: The Board has affirmatively determined Kenny is independent for Board service and, if elected, for heightened standards applicable to Audit (Rule 10A-3) and Compensation (Section 10C(b)) committees .
- Committee assignments (post-Annual Meeting, if elected): Audit Committee (Member) and Compensation & Management Development Committee (Member) .
- Board attendance norms: In 2024, all directors met at least 75% attendance for Board/committee meetings; all directors attended the 2024 annual meeting (Kenny was not yet on the Board) .
- Executive sessions: Independent directors and committees meet in regular executive sessions without management .
- Overboarding limits: All directors capped at 4 public company boards; Audit Committee members capped at 3 audit committees; CEOs capped at 2 boards (Kenny is an operating executive, not a CEO) .
Fixed Compensation
2024 non-employee director program (Kenny would be eligible upon election):
| Component | Amount/Structure | Details |
|---|---|---|
| Annual Board cash retainer | $85,000 | Board Chair receives $235,000 |
| Committee membership fee | $12,500 per committee | Additional annual cash retainer per committee |
| Committee chair fee | $25,000 | Additional annual cash retainer for chairing Audit, Compensation, NCG, or Investment & Finance |
| Annual equity grant (RSUs) | $190,000 | Granted at annual meeting; shares equal $190,000 ÷ closing price; vests fully at next annual meeting (1-year), subject to continued service |
| Meeting fees | None | No fees for Board or committee meeting attendance |
| Dividend equivalents on RSUs | Paid | RSUs earn dividend equivalents paid on regular dividend payment dates |
| Perquisites/tax gross-ups | None | No perquisites and no related tax gross-ups |
| Ownership guideline | 5x annual cash retainer | Robust stock ownership guideline for alignment |
Performance Compensation
- Structure: Non-employee director equity is time-vested RSUs; no disclosed performance-vested equity or formulaic performance metrics for director equity awards .
| Performance Metric Type | Metric | Target/Weighting | Application to Director Awards |
|---|---|---|---|
| Financial metrics | Not applicable | Not applicable | Director RSUs time-vest only; no revenue/EBITDA/TSR metrics disclosed for directors |
| ESG metrics | Not applicable | Not applicable | No ESG-linked director equity metrics disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in Kenny’s proxy biography |
| Committee roles at other public boards | Not disclosed |
| Interlocks/potential conflicts | None disclosed; related-party transactions are governed by Audit Committee review under the Company’s Related Person Transactions Policy |
Expertise & Qualifications
- Senior operating executive with deep consumer marketing, digital transformation, and growth experience; recognized for innovation and effectiveness (EFFIEs, CLIOs, Cannes Lions, SHORTY) .
- Provides insights into customer experience, brand, data-informed growth, and long-range planning relevant to leasing/resident satisfaction at a scaled REIT .
- Board determined independent for Audit and Compensation committee service, supporting governance and pay oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Kellyn Smith Kenny | 0 | <1% | Listed as “Kellen Smith Kenny” with “—” shares (Record Date: March 20, 2025; 612,883,131 shares outstanding) |
- Stock ownership guideline: Directors must hold 5x annual Board cash retainer; hedging and pledging company stock are prohibited .
- Vested/unvested: As a nominee, no INVH RSUs disclosed; annual RSU grants begin upon election and vest at next annual meeting .
Governance Assessment
- Board effectiveness: Kenny adds consumer marketing and digital growth expertise to Audit and Compensation committees, enhancing oversight of customer-experience metrics, brand reputation, and compensation alignment for a resident-centric REIT .
- Independence and conflicts: Independence affirmations for Board and committee service, plus robust related-party transaction review and hedging/pledging prohibitions, mitigate conflict risks and align with investor governance preferences .
- Ownership alignment: Equity-heavy director pay mix with 1-year RSU vesting and 5x retainer ownership guideline support alignment; absence of meeting fees and tax gross-ups reduces pay-based red flags .
- Capacity risk: Overboarding limits and committee refreshment processes help manage director workload; Kenny is not disclosed as serving on other public company boards, reducing capacity concerns .
RED FLAGS
- None disclosed specific to Kenny: no related-party transactions, pledging/hedging, or attendance concerns; she is a new nominee with independence affirmed for Audit and Compensation committee service .