Michael D. Fascitelli
Chairperson of the Board at INVH
Board
About Michael D. Fascitelli
Michael D. Fascitelli, age 68, is an independent director of Invitation Homes and has served on the Board since November 2017; he was appointed Chairperson of the Board in May 2021 . His background spans senior leadership in real estate and finance, including serving as President (1996–2013) and CEO (2009–2013) of Vornado Realty Trust, President of Alexander’s Inc. (1996–2013), and partner at Goldman Sachs leading its real estate practice (since 1992) . Education is not disclosed in the proxy; core credentials cited by the Board include extensive real estate industry expertise, corporate governance, risk management, and business strategy experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vornado Realty Trust (NYSE: VNO) | President; CEO | President: 1996–2013; CEO: 2009–2013 | Led large-cap REIT; deep operating and capital markets experience |
| Alexander’s Inc. (affiliate of VNO) | President | 1996–2013 | Oversight of REIT operations |
| Goldman Sachs & Co. | Partner; Head of Real Estate Practice | Since 1992 (prior to joining VNO in 1996) | Led real estate investment banking practice |
| Radius Global Infrastructure (NASDAQ: RADI) | Co-founder; former Co-Chairman | Not specified | Global telecom ground lease aggregator leadership |
| Port Authority of NY & NJ | Commissioner | Not specified | Public infrastructure governance |
| Wharton Real Estate Center | Past Chairman; Executive Committee | Not specified | Industry thought leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Invitation Homes (NYSE: INVH) | Chairperson of the Board | Since May 2021 | Independent Board leader |
| Vornado Realty Trust (NYSE: VNO) | Board of Trustees Member | Since 1996 | Current public company directorship |
| MDF Capital LLC | Owner & Principal | Since June 2013 | Private investment firm |
| Imperial Companies | Co-founder; Managing Partner | Not specified | Real estate investment & development |
| Quadro Partners Inc. (formerly Cadre) | Chair of Investment Committee; Senior Advisor; Board Member | Since Dec 2014 | Private online real estate investment platform |
| Rockefeller University | Board Member | Not specified | Nonprofit board |
| Urban Land Institute | Board Member | Not specified | Industry nonprofit |
| University of Rhode Island | Board of Trustees Member | Current | Higher education governance |
Board Governance
- Role and independence: The Board has affirmatively determined Fascitelli is independent under NYSE standards and corporate guidelines; he serves as independent Chairperson of the Board, separate from the CEO role, supporting checks-and-balances and robust oversight .
- Committee assignments: He is Chairperson of the Board and not listed as a standing committee member; all standing committees are chaired by independent directors (Audit—Frances Aldrich Sevilla-Sacasa; Compensation—Keith D. Taylor; Nominating—Richard D. Bronson in 2024/early 2025, transitioning to Jana Cohen Barbe after the 2025 Annual Meeting; Investment & Finance—Jeffrey E. Kelter) .
- Attendance and engagement: In 2024 the Board held 6 meetings (Audit 6, Compensation 5, Nominating 4, Investment & Finance 6); each director attended at least 75% of meetings of the Board and committees on which they served, and all directors attended the 2024 annual meeting of stockholders .
- Executive sessions: Independent directors and committees meet in executive session without management; Fascitelli presides over Board executive sessions as independent Chair .
- Board service limits: Corporate Governance Guidelines limit directors to service on 4 public company boards; Audit Committee members limited to 3 audit committees. Directors must notify the Nominating & Governance Chair before accepting additional board roles to evaluate time commitments and potential conflicts .
Fixed Compensation
| Component (Non-Employee Directors) | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board member) | $85,000 | Paid to all non-employee directors |
| Annual cash retainer (Board Chair) | $235,000 | Fascitelli received this retainer in 2024 as Chair |
| Committee membership fee | $12,500 per committee | Additional cash retainer for service on each committee |
| Committee chair fee | $25,000 per committee | Additional cash retainer for committee chairs |
| Meeting fees | None | No fees for meeting attendance |
| Perquisites / tax gross-ups | None | No perquisites or tax gross-ups |
Director compensation (Fiscal 2024):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Michael D. Fascitelli | 235,000 | 190,015 | 425,015 |
Performance Compensation
| Equity Award | Grant Value | Grant Timing | Vesting | Dividend Equivalents | Units Held (Unvested at 12/31/24) |
|---|---|---|---|---|---|
| RSUs (time-based) | 190,000 fixed value; 190,015 reported grant-date fair value | Granted on date of annual stockholders’ meeting | Vests in full at next annual meeting, subject to continued service | Paid in same form as dividends to stockholders; dividends to date paid in cash | 5,330 RSUs (unvested) |
- Director pay is time-based equity; there are no performance metrics tied to director RSU awards at INVH (metrics apply to executives, not directors) .
- For context on executive incentive metrics (not applicable to director pay): long-term equity for NEOs uses multi-year relative TSR and multi-year NOI growth, with a negative TSR cap modifier; 75% performance-based, 25% time-based under the 2025 program; the 2022 outperformance program was discontinued after March 31, 2025 based on shareholder feedback .
Other Directorships & Interlocks
| Company | Role | Public/Private | Potential Interlock Considerations |
|---|---|---|---|
| Vornado Realty Trust (NYSE: VNO) | Board of Trustees Member | Public | Overlapping sector expertise in real estate; no related-party transactions with INVH disclosed |
| Quadro Partners Inc. (Cadre) | Chair of Investment Committee; Senior Advisor; Board Member | Private | Real estate investment platform; subject to INVH related-person transaction review if any dealings occur |
| Imperial Companies | Managing Partner | Private | Real estate investment/development; potential counterparties monitored under related-party policy |
Expertise & Qualifications
- The Board highlighted Fascitelli’s long and successful track record in leadership roles (President/CEO of a major REIT), extensive real estate industry knowledge, and broad corporate governance, risk management, and business strategy experience across public and private companies as reasons to serve as director .
- Snapshot materials emphasize the Board’s collective skills in real estate, finance/banking, risk management, governance, operations, and executive leadership; Fascitelli’s biography evidences deep real estate and finance credentials aligned with INVH’s strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Michael D. Fascitelli | 75,398 | <1% | Includes 5,330 RSUs scheduled to vest within 60 days of the Record Date (March 20, 2025) |
Ownership alignment policies:
- Stock ownership guideline: compensated non-employee directors must hold equity equal to five times the annual Board membership cash retainer; expected to be met within five years, with 50% retention of qualifying equity until compliance; maintain requisite level thereafter .
- Anti-hedging and anti-pledging: directors may not hedge or pledge INVH securities, purchase on margin, or borrow against accounts holding INVH securities .
Governance Assessment
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Strengths for investor confidence:
- Independent Chairperson separate from CEO; robust independent committee leadership and frequent executive sessions without management .
- Strong director pay alignment with emphasis on equity; no perquisites or tax gross-ups; clear ownership guidelines; anti-hedging/pledging prohibitions .
- Documented related-person transaction review framework with Audit Committee oversight to mitigate conflicts .
- Board service limits and pre-approval process for additional board roles to manage time commitment and conflict risk .
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Potential watch items and red flags:
- External roles at other real estate-focused entities (e.g., VNO, Imperial Companies, Cadre/Quadro Partners) create potential for informational interlocks; however, INVH discloses a formal related-person transaction policy and independence determinations affirm Fascitelli’s independent status .
- Attendance disclosure is high-level (≥75%); monitor future proxies for individual attendance details; note Board and committees met frequently in 2024 .
- No director-specific performance-based equity; time-based RSUs reduce pay-for-performance sensitivity for directors (typical for governance, but noteworthy) .
-
Overall implication: Fascitelli’s independent Board chair role, deep REIT and capital markets expertise, and strong governance policies (ownership, anti-hedging/pledging, related-party review) are supportive of board effectiveness and investor confidence. Continued monitoring of external board service and any related-party transactions is warranted given his extensive real estate network .