invh-20210226

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Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common stock, $0.01 par value

INVH

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

As part of its February 26, 2021 meeting and the annual compensation review and award process, the Compensation and Management Development Committee (the “Compensation Committee”) of the Board of Directors of Invitation Homes Inc. (the “Company”) approved several compensation matters applicable to members of management, including the Company’s named executive officers (“NEOs” or “executives”), as described below.

Based on the Company’s performance in 2020, the Compensation Committee approved the following adjustments to the compensation arrangements of the Company’s NEOs: (1) increased the annual base salary of Mr. Dallas B. Tanner, the Company’s President and Chief Executive Officer, from $800,000 to $900,000, and increased his target award opportunity under the Company’s 2021 long-term incentive stock program (the “LTIP”) from $3,625,000 to $6,500,000; (2) increased the annual base salary of Mr. Ernest Freedman, the Company’s Executive Vice President and Chief Financial Officer, from $625,000 to $650,000, and increased his target 2021 LTIP award opportunity from $1,700,000 to $1,800,000; (3) increased the annual base salary of Mr. Charles Young, the Company’s Executive Vice President and Chief Operating Officer, from $575,000 to $650,000, and increased his the target 2021 LTIP award opportunity from $1,700,000 to $1,800,000; and (4) increased the target 2021 LTIP award opportunity from $800,000 to $825,000, for Mr. Mark Solls, the Company’s Executive Vice President and Chief Legal Officer.

The Compensation Committee approved the 2021 LTIP and a form of award agreement (the “LTIP Agreement”) and granted under the Invitation Homes Inc. 2017 Omnibus Incentive Plan (the “Incentive Plan”) equity-based awards in the form of time vesting restricted stock units (“RSUs”) and performance vesting RSUs (collectively, the “LTIP RSUs” and, such awards, the “LTIP RSU Awards”). The LTIP RSUs have a grant date of March 1, 2021. The material terms of the LTIP RSUs are described below.

The time vesting RSUs are scheduled to vest in equal annual installments on each of the first three anniversaries of March 1, 2021, subject to the executive’s continued employment through the applicable vesting date (with certain limited exceptions).

On February 26, 2021, the Compensation Committee approved an award of time vesting RSUs to the Company’s NEOs in the following dollar amounts: Dallas B. Tanner - $1,625,000; Ernest Freedman - $450,000; Charles Young - $450,000; and Mark Solls - $206,250. The corresponding number of RSUs will be determined by dividing the dollar amount of the award by the closing price of the Company’s common stock on the New York Stock Exchange (the “NYSE”) on the grant date.

The performance vesting RSUs may be earned based on the achievement of performance conditions over a three-year performance period from January 1, 2021 through December 31, 2023. The number of performance vesting RSUs that may be earned will be determined based on performance achieved during the specified performance period. The performance vesting RSUs may be earned based on two performance measures: (1) the compounded annual growth rate of the Company’s shareholder return relative to the MSCI US REIT Index for the performance period; and (2) the compounded annual growth rate of the Company’s net operating income for an identified population of homes.

Under the terms of the LTIP Agreement, each executive is eligible to earn, in respect of each performance condition, a threshold, target and maximum number of performance vesting RSUs based on whether the performance criteria are achieved at threshold, target or maximum levels. The total number of performance vesting RSUs earned with respect to each performance measure is based on an achievement factor which, in each case, ranges from a 0% payout for below threshold performance, to 50% for threshold performance, to 100% for target performance, up to 200% for performance at maximum levels or above. For actual performance between the specified threshold, target and maximum levels, the resulting achievement percentage will be adjusted on a linear basis.

In general, performance vesting RSUs are earned on the date after the end of the performance period on which the Compensation Committee certifies the extent to which the performance criteria have been achieved (the “Certification Date”). The performance vesting RSUs will vest on the Certification Date, subject to the executive’s continued employment through such Certification Date (with certain limited exceptions).

On February 26, 2021, the Compensation Committee approved an award of performance vesting RSUs to the NEOs in the following dollar amounts, which amounts assume that target level of performance is achieved (with the actual number of shares to be earned based on the actual achievement of the performance criteria described above): Dallas B. Tanner -

$4,875,000; Ernest Freedman - $1,350,000; Charles Young - $1,350,000; and Mark Solls - $618,750. The corresponding number of RSUs will be determined by dividing the dollar amount of the award by the grant date fair value calculated based on the closing price of the Company’s common stock on the NYSE on the grant date and a Monte Carlo fair value analysis.

The foregoing description of the 2021 LTIP does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Form of Award Notice and Restricted Stock Unit Agreement (2021 LTIP Equity Award), which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.


Exhibit No.			Description

10.1			Form of Award Notice and Restricted Stock Unit Agreement (2021 LTIP Equity Award).

104			Cover Page Interactive Data File (embedded within the Inline XBRL document).


INVITATION HOMES INC.

By:	/s/ Mark A. Solls
	Name:	Mark A. Solls
	Title:	Executive Vice President, Secretary and Chief Legal Officer
	Date:	March 4, 2021


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Item 9.01			Financial Statements and Exhibits.