Mark A. Solls
Executive Vice President, Chief Legal Officer and Secretary at INVH
Executive
About Mark A. Solls
Executive Vice President, Chief Legal Officer and Secretary of Invitation Homes since August 2015; age 68 as of the 2025 proxy, with prior general counsel roles across healthcare, hospitality, and manufacturing, and legal consulting experience . Company performance context includes cumulative TSR translating a fixed $100 investment to $122.25 in 2024, GAAP net income of $455,365k, and AFFO of $986,237k, with CAP linked to AFFO, net income, and three‑year TSR under Item 402(v) disclosures . Compensation design emphasizes pay‑for‑performance with annual cash metrics (AFFO/share, Same Store Core Revenue Growth, Adjusted EBITDA Margin) and multi-year equity tied primarily to relative TSR and Same Store NOI growth .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DentalOne Partners, Inc. | Senior Vice President and General Counsel | Aug 2012–Jul 2015 | Led legal function at dental services organization |
| Susan G. Komen for the Cure | Legal Consultant | Apr 2011–Jul 2012 | Provided legal consulting to large non-profit foundation |
| Concentra Inc. | Executive Vice President and General Counsel | Aug 2006–Jan 2011 | Directed legal affairs for healthcare management company |
| Wyndham International, Inc. | Executive Vice President and General Counsel | Sep 2002–May 2006 | Oversaw legal matters for leading hotel company |
| DalTile International Inc. | Vice President and General Counsel | 1998–2002 | Led legal function for manufacturer/distributor of ceramic tile |
External Roles
No current external board or public company roles disclosed for Mr. Solls .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $500,000 | $512,116 | $523,077 |
| Target Bonus (%) | — | — | 125% |
| Actual Annual Cash Incentive ($) | $364,462 | $504,946 | $666,437 |
| Stock Awards ($) | $1,852,203 | $950,031 | $1,000,036 |
| All Other Compensation ($) | $12,200 | $13,200 | $13,800 |
| Total Compensation ($) | $2,728,865 | $1,980,293 | $2,203,350 |
Performance Compensation
2024 Annual Cash Incentive
| Component | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| AFFO per Share | 30% | — | — | — | Cash, paid per program terms |
| Same Store Core Revenue Growth (YoY) | 20% | — | — | — | Cash, paid per program terms |
| Adjusted EBITDA Margin | 20% | — | — | — | Cash, paid per program terms |
| Strategic Priorities | 20% | — | — | — | Cash, paid per program terms |
| Individual Performance | 10% | Qualitative 90–110% for “solid”; 130–200% for “exceptional” | — | — | Cash, paid per program terms |
| Total (Mark A. Solls) | — | — | 105.5% of target | $666,437 | Cash, no vesting |
2022 LTIP Performance RSUs (3-year period ended 12/31/2024)
| Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|
| TSR Relative to RMS Index CAGR | +50 bps | -590 bps | 51% | Vested on Certification Date (Feb 21, 2025) |
| Same Store NOI Growth CAGR | 8.00% | 6.1% | 0% | Vested on Certification Date (Feb 21, 2025) |
| Overall Performance Portion | — | — | 31% | Vested on Certification Date (Feb 21, 2025) |
NEO award sizing under 2022 LTIP (target vs actual earned and time-based RSUs):
| Executive | Performance RSUs (Target) (#) | Actual Earned (#) | Time-Vesting RSUs (#) |
|---|---|---|---|
| Mark A. Solls | 18,516 | 5,766 | 6,009 |
2019 Outperformance Program (performance period Apr 1, 2022–Mar 31, 2025)
- Metrics: Absolute TSR and relative TSR vs FTSE Nareit Residential Index; maximum requires cumulative TSR of 42% and 50% outperformance vs index .
- Achievement: Absolute TSR 78.8% (100% payout); Index TSR 50.9% yielding 154.8% ratio (100% payout); Overall payout 100% (maximum) . | Item | Mark A. Solls | |---|---| | Award Pool % | 6.6% | | Maximum Aggregate Award Opportunity | $2,400,000 | | Actual Achievement ($) | $2,400,000 | | 2024 Vesting ($) | $600,000 | | Actual Achievement (Shares) | 58,882 | | 2024 Vesting (Shares) | 14,721 |
2024/2025 LTIP Program Structure (design)
- 75% performance-based over three years; 25% time-based over three years; relative TSR must outperform the selected index for target payout and includes an absolute TSR cap at target if negative .
- Committee discontinued supplementary outperformance awards following March 31, 2025 performance period based on stockholder feedback .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Mark A. Solls | 237,853 | <1% (per table) |
- Stock ownership guidelines: CEO 6x salary; other executive officers (including CLEO) 3x salary; to be met within five years; 50% retention until met; maintain thereafter .
- Anti-hedging and anti‑pledging: Prohibited from hedging, buying on margin, borrowing against accounts, or pledging company securities .
Outstanding and Unvested Equity (as of 12/31/2024)
Time-Vesting RSUs (Not Vested):
| Grant Date | Unvested RSUs (#) |
|---|---|
| 3/1/2022 | 7,769 |
| 3/1/2023 | 5,216 |
| 3/1/2024 | 7,238 |
Performance/Equity Incentive Awards (Unearned/Unvested):
| Grant/Program | Unearned/Unvested (#) |
|---|---|
| 3/1/2023 LTIP Performance RSUs | 23,055 |
| 3/1/2024 LTIP Performance RSUs | 20,408 |
| 4/1/2022 Outperformance OP Units | 95,089 |
Vesting Schedules (key terms):
- 2022 LTIP time RSUs vested March 1, 2025; 2022 LTIP performance RSUs vested upon certification and issued in Feb 2025; 2023 and 2024 time RSUs vest in equal annual installments on the first three anniversaries of grant (March 1, 2023/2024) .
- 2023 LTIP performance RSUs measured to Dec 31, 2025 and remain subject to time vesting thereafter; 2024 LTIP is a three-year design with similar performance construct .
Options
- Committee does not utilize stock options in executive compensation; no option awards disclosed for NEOs .
Employment Terms
Executive Severance Plan (Senior VP+ level; applies to NEOs)
| Scenario | Cash Incentive (Pro‑Rata) | Cash Severance Multiple (Base + Target Bonus) | Payment Form | COBRA Premiums | Restrictive Covenants |
|---|---|---|---|---|---|
| Qualifying termination (without cause or constructive termination) | Based on actual performance | 1.0× for Mr. Solls | Equal monthly installments over 12 months | 12 months | 12‑month non‑compete and non‑solicit; indefinite confidentiality/trade secrets and non‑disparagement |
| Qualifying termination within two years post change in control | Based on actual performance | 1.5× for Mr. Solls | Lump sum | 12 months | Same as above |
| Death or disability | Pro‑rata annual cash incentive based on greater of target or prior year actual | — | — | — | — |
Clawbacks and Recoupment
- Company-wide Incentive Compensation Clawback Policy compliant with Dodd‑Frank/SEC/NYSE; executives acknowledge reimbursement/clawback/forfeiture terms; LTIP RSUs subject to clawback in case of material restatement .
- Detrimental activity provision: If restrictive covenant violation or detrimental activity within four years of grant, executive must repay after‑tax proceeds from sale/disposition of equity awards and shares .
Other Governance Terms
- No individual employment or change‑in‑control agreements; no excise tax gross‑ups; hedging and pledging prohibited .
Investment Implications
- Pay-for-performance alignment remains robust: majority of equity is performance-based with rigorous relative TSR and NOI goals; annual cash incentives tied to AFFO, Core Revenue growth, and EBITDA margin, capping awards at 200% and reinforcing capital discipline .
- Near-term vesting/selling pressure: 2022 LTIP time RSUs and performance RSUs vested in Feb–Mar 2025; ongoing annual vest dates for 2023 and 2024 time RSUs (March 1 each year) may create periodic liquidity events; 2023 performance RSUs certify after 12/31/2025 .
- Alignment and risk controls: 3x salary ownership guideline, mandatory retention until compliance, and anti‑hedging/pledging reduce adverse trading signals and enhance alignment; clawback and detrimental-activity recoupment provisions strengthen governance .
- Severance economics: 1.0× base+target bonus (12‑month installments) or 1.5× (lump sum) post‑CIC for Mr. Solls is moderate versus typical REIT practices; non‑compete/non‑solicit at 12 months supports retention while limiting post‑termination risk .
- Program evolution: Stockholder feedback led to discontinuation of supplementary outperformance awards after the 2022 program’s performance period; watch for LTIP sizing changes to offset removal, but design remains majority performance-based .
- Shareholder sentiment: 2023 say‑on‑pay approval fell to 67.56% (from ~90% historically), indicating heightened scrutiny; continued transparent goal‑setting and performance rigor will be key to sustaining support .