We take very seriously the responsibility that individuals and organizations have chosen to invest in our company, and we strive every day to ensure that our actions result in value for these investors. We believe that ethical business practices and good governance promote the long-term interests of our stockholders, strengthen Board of Directors and management accountability, and improve our standing as a trusted member of the communities we serve.
Our Board of Directors operates with transparency and integrity as it oversees and guides our corporate governance practices that align with stockholder interests.
A substantial majority of our directors (89%) are independent.
Each of our Audit Committee, Compensation and Management Development Committee, and Nominating and Corporate Governance Committee is composed entirely of independent directors.
Our Board of Directors is committed to diversity, and 44% of our directors represent women and people of color.
Our Board of Directors is led by our Chairperson, and the Chairperson position is separate from our President and CEO.
We conduct annual Board and committee evaluations which include a qualitative assessment by each director of the performance of the Board and the committee or committees on which the director serves.
Generally, our directors are not expected to serve after reaching age 75.
We intend that no director serve more than 15 years on our Board, and our directors’ average tenure is 4.2 years as of May 2022.
Our Board of Directors is committed to refreshment, and four of our nine directors joined the Board since the beginning of 2018.
Our independent directors meet regularly in executive sessions without the presence of our corporate officers or non-independent directors.
We have instituted limits on the number of outside directorships held by our directors to prevent “overboarding”.
We provide robust director orientation and continuing education programs.
Our Board of Directors regularly rotates committee members.
Our Code of Business Conduct and Ethics applies to members of the Board.
We believe that effective corporate governance is critical to our ability to create long-term value for our stockholders. We have structured our corporate governance in ways that strive to align its interests with those of our stockholders:
Each of our directors is subject to annual re-election (we will not classify our Board in the future without the approval of our stockholders).
Stockholders holding at least 10% of outstanding shares have the right to call special meetings.
Stockholders holding a majority of outstanding shares have the right to amend, alter or repeal our bylaws, or adopt new bylaws.
Stockholders possess the right to nominate candidates to the Board through proxy access provisions of our bylaws.
Stockholders may act by written consent.
We do not have a stockholder rights plan, and we will not adopt a stockholder rights plan in the future without stockholder approval.
We have opted out of the Maryland business combination and control share acquisition statutes and cannot opt in without stockholder approval.
We actively engage with our stockholders, seek input, address questions and concerns, and provide perspective on the company policies and practices through our direct outreach to investors, our annual meeting of stockholders and regular detailed investor presentations.
Our fully independent Compensation and Management Development Committee oversees the executive compensation program and evaluates the program against competitive practices, legal and regulatory development and corporate governance trends and best practices.
The majority of our executive compensation is performance-based and at-risk, tied to rigorous absolute and relative performance goals.
We utilize a balanced mix of metrics for our annual and long-term incentive plans to measure the company’s performance and align with ESG metrics.
We have implemented a claw-back policy for long-term incentive awards to allow for the company to seek reimbursement from our senior executives.
We do not authorize excise tax gross-ups.
We prohibit hedging and restrict pledging or borrowing against company stock.
We have no executive-only perquisites such as company cars, security systems or financial planning.
We do not encourage excessive risk taking (we conduct annual formal enterprise risk assessments).
None of our executives has an employment agreement or individual change in control agreement.
We engage an independent compensation consultant that does not provide any other consulting or other services to the company to assist our Compensation and Management Development Committee with creating the executive compensation program.
Our directors and executive officers are subject to stock ownership and retention requirements, under which they are expected to own shares of our common stock equal in market value to a specified multiple of his or her annual base salary or cash retainer, as applicable:
President and CEO: 6X base salary.
Executive officers: 3X base salary.
Non-employee directors: 5X annual cash retainer for Board service.
Our Code of Business Conduct and Ethics is supported by associate conduct policies and programs and reinforced through regular associate training. We have zero tolerance in relation to illegal or unethical conduct and this is articulated in our relevant policies, including policies on conflicts of interest, gifts and entertainment, fraud, sanctions, outside activities, political contributions, and bribery and corruption. Any associate who violates the requirements of the Code, or any of our other policies, is subject to disciplinary action up to and including termination.
We have retained a third-party solution provider for automating ethics and compliance reporting. The reports are reviewed with our Audit Committee at meetings held several times a year. We have also implemented a “whistleblower” policy that allows our associates to file reports regarding any impropriety on a confidential and anonymous basis. Neither our company, the Audit Committee, nor any director, officer, employee, contractor, subcontractor, or agent of the company will, directly or indirectly, discharge, demote, suspend, threaten, harass or in any manner discriminate or retaliate against any person who, in good faith, makes a report or assists in investigating a report.
We have adopted a Vendor Code of Conduct that extends our values to company vendors and serves to highlight our commitment to ethical business practices, safe labor conditions, respect for human rights, environmental stewardship and regulatory compliance.
The Board of Directors provides overall risk oversight, both directly and through its committees, to identify and assess the major risks our company faces and oversees the policies and procedures for monitoring and controlling such risks. The Board is responsible for promoting an appropriate culture of risk management within our company and for setting the right tone, overseeing our aggregate risk profile, and monitoring how we address specific risks, such as strategic and competitive risks, financial risks, reputation risks, cybersecurity and technology risks, ESG risks, legal and compliance risks, regulatory risks, and operational risks. The Board is supported in its risk oversight function by its Audit Committee (the committee responsible for overseeing our enterprise risk management activities), Compensation and Management Development Committee, Nominating and Corporate Governance Committee, and Investment and Finance Committee. Each of these committees regularly meets with and reports to the Board.
Management is responsible for identifying and assessing material risks, implementing appropriate risk management strategies, integrating risk management into our decision-making process, and ensuring that information with respect to material risks is transmitted to senior executives and the Board of Directors.
Performing an annual enterprise risk evaluation by management and internal auditors ensures that we are cognizant of risks and proactively mitigate such risks. Members of the Board of Directors regularly meet with members of management, internal audit and other key personnel who advise the Board on areas of enterprise risk, the company’s risk mitigation and response strategies, and any incidents that have arisen. Our Board helps determine if any additional policies need to be enacted or any further actions need to be taken to minimize potential risks.
Invitation Homes is committed to maintaining a secure and safe technology environment. We employ a multi-layered security model that leverages risk-based controls with a focus on protecting our residents' and associates’ data.
We have a Chief Information Security Officer overseeing our efforts with over 20 years of experience in technology and security across a variety of industries. Invitation Homes follows a cloud-first approach to enable efficient scaling, robust business continuity, access to the latest innovations, and a reduction in our carbon footprint. Security features and services are regularly enhanced to address both emerging threats and evolving privacy laws. We also partner with industry-leading third parties for regular security audits. These audits ensure we are always viewing cybersecurity with a holistic perspective.
The Board of Directors or its Audit Committee typically meets no less often than semi-annually with senior information technology personnel to discuss recent trends in cyber risks and review our strategy to defend our business systems and information against cyber attacks. We maintain a cybersecurity and information security training and compliance program that includes annual information security training for all associates, as well as additional role-specific information security training.
In addition to annual training, we disseminate security awareness articles periodically throughout the year and conduct regular phishing exercises. As a backstop to our strong information security programs, policies and procedures, we purchase a cybersecurity risk insurance policy that would defray the costs of an information security breach, if we were to experience one (to our knowledge we have not experienced an information security breach in the past).