Scott G. Eisen
Executive Vice President and Chief Investment Officer at INVH
Executive
About Scott G. Eisen
Scott G. Eisen is Executive Vice President and Chief Investment Officer of Invitation Homes, serving since August 2023; he is 55 and brings 25+ years in real estate investment banking, M&A, and corporate finance, including Head of North American Real Estate Investment Banking for Citigroup from 2016, with prior roles at Merrill Lynch & Co. and as Confidential Assistant to the U.S. Secretary of Commerce . Executive pay at INVH is heavily at-risk—81% for non-CEO NEOs—aligned to annual metrics (AFFO/share, Same Store Core Revenue growth, Adjusted EBITDA margin, strategic priorities, individual goals) and long-term RSUs tied to 3-year relative TSR vs MSCI US REIT Index and Same Store NOI growth, both with 200% caps and explicit hurdles, reinforcing pay-for-performance design . Company TSR outperformed during the 2019/2022 Outperformance programs (78.8% absolute TSR vs 50.9% for the FTSE Nareit Residential Index over the April 1, 2022–March 31, 2025 period), although Eisen did not receive awards from those programs .
Past Roles
| Organization | Role | Years (as disclosed) | Strategic Impact |
|---|---|---|---|
| Citigroup | Head of North American Real Estate Investment Banking | From 2016 | Led business planning, client interaction, transaction execution across multiple real estate sectors |
| Merrill Lynch & Co. | Director of Real Estate Banking | Not disclosed | Senior real estate banking leadership |
| U.S. Department of Commerce | Confidential Assistant to the Secretary of Commerce | Not disclosed | Government experience and policy exposure |
External Roles
| Organization | Role | Years (as disclosed) | Notes |
|---|---|---|---|
| ICSC | Board of Trustees member | Not disclosed | Industry leadership and network |
| Urban Land Institute | Member | Not disclosed | Sector thought leadership |
| Nareit | Former Board of Governors member | Not disclosed | REIT industry governance experience |
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary Rate (as of year-end) | $700,000 | $700,000 |
| Salary Earned (SCT) | $280,000 | $700,000 |
| Target Bonus (% of FYE Base) | 150% (design applies in 2024) | 150% |
| Actual Annual Cash Incentive | $1,050,000 target; paid $1,044,750 (99.5% of target) | $1,044,750 (99.5% of target) |
| Stock Awards (Grant Date Fair Value) | $2,000,031 | $2,200,071 |
| Options Awards | — (none granted) | — (none granted) |
| All Other Compensation | $15,888 | $14,300 |
| Total Compensation (SCT) | $3,345,919 | $3,959,121 |
Performance Compensation
2024 Annual Cash Incentive Program
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| AFFO per Share | 30% | Not disclosed | Not disclosed | Included in total | Paid after Committee approval (Feb 2024 for 2024 awards) |
| Same Store Core Revenue Growth (YoY) | 20% | Not disclosed | Not disclosed | Included in total | Paid after Committee approval (Feb 2024) |
| Adjusted EBITDA Margin | 20% | Not disclosed | Not disclosed | Included in total | Paid after Committee approval (Feb 2024) |
| Strategic Priorities | 20% | Not disclosed | Not disclosed | Included in total | Paid after Committee approval (Feb 2024) |
| Individual Performance | 10% | Not disclosed | Not disclosed | Included in total | Paid after Committee approval (Feb 2024) |
| Total (Eisen) | — | $1,050,000 target | 99.5% of target | $1,044,750 | Paid post-year-end |
2024 Long-Term (Equity) Incentive Program (LTIP)
| Component | Metric/Design | Weighting | Hurdles | Eisen Grant (Units) | Vesting |
|---|---|---|---|---|---|
| Performance RSUs | 3-year Relative TSR vs MSCI US REIT Index | 45% of total RSUs | Threshold: -600 bps (50% payout), Target: +50 bps (100%), Max: +600 bps (200%); capped at target if absolute TSR < 0 | 44,897 target shares | Earned after 3-year period (Jan 1, 2024–Dec 31, 2026), vest on Certification Date |
| Performance RSUs | 3-year Same Store NOI Growth CAGR | 30% of total RSUs | Threshold: 2.5% (50%), Target: 4.0% (100%), Max: 5.5% (200%) | Included in 44,897 target shares | Earned after 3-year period; vest on Certification Date |
| Time-based RSUs | Time-based retention | 25% of total RSUs | N/A | 15,924 shares | Vest ratably over three years from Mar 1, 2024 |
2024 Stock Vested (Realized)
| Name | Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|---|
| Scott G. Eisen | 18,854 | $669,883 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 4,372 shares; <1% of outstanding (612,883,131 shares) |
| Outstanding Unvested Awards (12/31/24) | Sign-On RSUs: 37,708 ($1,205,525); 2024 LTIP time-based: 15,924 ($509,090); 2024 LTIP performance (target): 44,897 ($1,435,357) |
| Vested vs Unvested | Unvested detailed above; vested reported separately (18,854 sign-on RSUs vested in 2024) |
| Ownership Guidelines | Non-CEO executive officers must hold equity equal to 3× base salary; compliance expected within 5 years; must retain at least 50% of qualifying equity until compliant |
| Hedging/Pledging | Prohibited; may not hedge, buy on margin, borrow against accounts holding Company securities, or pledge Company securities |
Employment Terms
| Provision | Terms |
|---|---|
| Role/Start | EVP & Chief Investment Officer since August 2023 |
| Employment Agreement | None; INVH does not enter individual employment or CIC agreements with executive officers |
| Executive Severance Plan (Qualifying Termination) | Cash severance = 1.0× (base salary + target annual incentive), paid in monthly installments over 12 months; pro-rata annual incentive based on actual performance; 12 months COBRA premiums; 12-month non-compete/non-solicit; release required |
| Executive Severance Plan (Change in Control + Qualifying Termination within 2 years) | Lump-sum cash severance = 1.5× (base salary + target annual incentive); pro-rata annual incentive based on actual performance; COBRA premiums for 12 months; double-trigger structure |
| Potential Benefits (12/31/24 scenario) | Qualifying termination total: $3,941,155; CIC total: $2,202,189; CIC+qualifying termination total: $6,407,814; death/disability total: $3,084,979 (includes severance, bonus, RSU values, benefits) |
| Clawback | Mandatory recovery of certain incentive compensation upon material financial restatement |
| Tax Gross-Ups | No excise tax gross-ups authorized |
| Insider Trading Policy | Formal policy governing trading, posted in 2024 Form 10-K; summary notes design for compliance with laws and NYSE standards |
| Sign-On RSUs (Acceleration) | Upon qualifying involuntary termination, next installment vests; death/disability: all unvested vest; retirement: continue vesting subject to restrictive covenants; CIC: if not assumed, all vest; if assumed and terminated within 2 years, all unvested vest |
| Vesting Schedules | Sign-On RSUs: three equal annual installments from Aug 1, 2023 ; 2024 LTIP time-based: equal annual installments over 3 years from Mar 1, 2024 ; 2024 LTIP performance-based: earned over 2024–2026 and vest at Certification Date |
Performance & Track Record
- Corporate TSR exceeded index benchmarks in the Outperformance Program measurement (absolute TSR 78.8% vs FTSE Nareit Residential Index 50.9%; maximum payout achieved), evidencing strong shareholder returns in the broader period overlapping Eisen’s tenure, though he was not a participant in those awards .
- Pay-versus-performance disclosure highlights AFFO as the company-selected measure for compensation alignment; cumulative TSR and GAAP net income are tracked, reinforcing long-term orientation of incentives .
Compensation Structure Analysis
- Mix: For NEOs, ~81% of target pay is at-risk; Eisen’s 2024 compensation is predominantly equity and performance-based, with no options utilized (company does not use options for executive compensation) .
- Incentive rigor: Long-term performance RSUs require relative TSR outperformance and explicit Same Store NOI CAGR hurdles; payouts capped at 200%, and TSR awards capped at target if absolute TSR is negative .
- No guaranteed CIC arrangements: Double-trigger CIC treatment under the Severance Plan; absence of individual employment/CIC contracts reduces entrenchment risk .
- Governance safeguards: Anti-hedging/pledging, clawback, and ownership requirements mitigate misalignment and trading-related risks .
Equity Ownership & Alignment (Detailed)
| Category | Detail |
|---|---|
| Beneficial Ownership (record date) | 4,372 shares; <1% of outstanding |
| Unvested RSUs (12/31/24) | Sign-On: 37,708; 2024 Time RSUs: 15,924; 2024 Performance RSUs (target): 44,897 |
| 2024 Vesting Event | 18,854 Sign-On RSUs vested on Aug 1, 2024; value $669,883 |
| Ownership Guidelines | 3× base salary within 5 years; 50% retention until compliant |
| Hedging/Pledging | Prohibited |
Employment Contracts, Severance, and Change-of-Control Economics
| Topic | Eisen-Specific Terms |
|---|---|
| Severance Multiplier (Qualifying Termination) | 1.0× base + target bonus; 12-month payout cadence; pro-rata annual incentive; 12 months COBRA |
| CIC Multiplier (Double Trigger) | 1.5× base + target bonus; lump sum; 12 months COBRA |
| Restrictive Covenants | 12-month non-compete/non-solicit; indefinite confidentiality/trade secrets/non-disparagement |
| Sign-On RSU Protections | Next tranche vests upon qualifying involuntary termination; full vest upon CIC if not assumed or upon double-trigger if assumed |
| Employment Agreement | None (company policy) |
Risk Indicators & Red Flags
- Hedging/pledging banned; reduces leverage/hedging risk signals .
- No excise tax gross-ups; shareholder-friendly CIC posture .
- Related party transaction policy requires Audit Committee approval; no Eisen-specific related-party transactions disclosed in available excerpts .
- Clawback policy present; mitigates restatement-related risk .
Investment Implications
- High alignment: Eisen’s pay is predominantly performance-based with stringent TSR and NOI hurdles, and double-trigger CIC treatment—supportive of long-term shareholder value orientation .
- Near-term selling pressure: RSU vesting cadence (Aug 1 sign-on; March 1 annual RSUs; certification after FY2026 for performance RSUs) can create periodic liquidity events; anti-pledging and retention requirements temper aggressive disposition, though shares are issued net of tax upon vesting .
- Ownership ramp: With 3× salary ownership guidelines over five years, Eisen may need to accumulate additional shares, which could enhance alignment but also constrain near-term selling capacity until compliant .
- Execution edge: Deep capital markets background (Citigroup/Merrill) in real estate should support capital allocation and M&A; company TSR outperformance in broader programs indicates momentum, though not directly attributable to Eisen’s awards .