amh-20240329

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

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x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material under §240.14a-12

AMERICAN HOMES 4 RENT

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

A Message from Our Chairperson

Fellow shareholders:

It’s an honor to serve as AMH’s Chairperson of the Board, following in the footsteps of two great real estate industry leaders, B. Wayne Hughes and Ken Woolley. As a Board member since the company’s IPO, I’ve had the privilege of witnessing the impact we’ve made across the country since our first acquisition at 224 Friendly Court in Henderson, Nevada.

We’ve always been known for THINKING BIG. In 2011, the AMH team set out to do something that was thought to be impossible: establish a national company to transform the largest real estate class in America. Since then, we’ve delivered the joys of single-family living to hundreds of thousands of residents. After acquiring our initial portfolio, we moved quickly to establish a scalable base of operations to efficiently serve our residents. In 2017, as the country’s housing shortage worsened, AMH had the foresight to establish its own development program, building new homes so that hard-working households could live in the areas they love and in the communities they serve.

We owe much of this success to AMH co-founder and Chief Executive Officer David P. Singelyn, whose visionary leadership has positioned the company at the forefront of the single-family rental industry. One of the great achievements Dave has advanced for the business is shaping a formidable team of executives to carry forth his legacy when he retires on December 31, 2024. Among them is Bryan Smith, presently Chief Operating Officer, who will succeed Dave in the role of CEO on January 1, 2025, and Chris Lau, who was recently elevated to the role of Chief Financial Officer and Senior Executive Vice President. On behalf of the Board of Trustees, I want to express my gratitude and best wishes to Dave and congratulate Bryan and Chris on their well-deserved appointments.

Dave was instrumental in establishing the framework of values that will continue to guide the company as it shapes the housing landscape of tomorrow:

Caring about people. We believe that people who want to live in a home desire options, including flexibility, quality, and great locations. Against the backdrop of our country’s massively under-met housing needs, AMH has delivered tangible solutions to the market, consistent value to our residents, and strong returns to our shareholders and partners. Behind those efforts is a more than 1,700-person team, who we support through growth opportunities and training. We’re proud to see the impact of these initiatives reflected in our high employee satisfaction results, happy residents, and numerous awards and recognitions you can read about later in this proxy statement.

Making things simple. We work to deliver peace of mind to our residents, our teams, and our shareholders. Through programs like Resident 360, which streamline and align the collaborative efforts of our leasing, property management, marketing, and maintenance functions, we remain focused on delivering a simple experience to our customers. By executing at the highest level and growing responsibly, we continue to demonstrate the resiliency of our business model. This benefits the team members and investors who rely on our success and stability through different economic cycles.

Holding ourselves accountable. Our diversified portfolio, strong cybersecurity protocols, sustainable construction practices, and responsible governance framework are hallmark strengths that have earned AMH a reputation for integrity. Underpinning this is our robust balance sheet. We uphold our responsibility to our stakeholders by taming expense growth, generating healthy proceeds from dispositions, and carefully screening acquisitions. This responsible growth mindset means AMH will always be in a position to seize future opportunities with agility.

Your Board of Trustees and the entire management team are very excited about the future of AMH. Investors like you are an important part of the story, so we ask for your voting support on the proposals detailed in this proxy statement. We encourage you to review each proposal closely before voting.

This year, we are once again hosting our Annual Meeting of Shareholders virtually. On behalf of the Board of Trustees, I am pleased to invite you to join us on Friday, May 10, 2024, at 9:00 a.m., Pacific Time, virtually or by proxy. You will be able to participate, vote your shares electronically and submit your questions during the meeting by visiting: www.virtualsharemeeting.com/AMH2024. Your vote is important, and we urge you to cast it as soon as possible. You may vote your shares online, by telephone or via mail following the instructions on the proxy card or voting instruction form by signing, dating, and returning the enclosed proxy card. If you attend the virtual Annual Meeting, you may revoke your proxy at the meeting and vote your shares virtually.

Sincerely,

Matthew J. Hart

Chairperson of the Board

March 29, 2024

A Message from Our Chief Executive Officer

Dear AMH shareholders:

As I transition out of my role as Chief Executive Officer of AMH later this year, I want to personally thank you for your support and confidence in our ongoing vision to simplify the way America lives. After 12 years of service, and as one of its founders, I feel tremendously proud of what we have achieved together.

From the beginning, we’ve believed that everyone deserves access to a quality home. But after a decade of underbuilding, the U.S. is short millions of housing units, meaning many households today can't find or afford a place to live. That’s why we’ve invested in building new homes and successful neighborhoods across the U.S., creating more opportunity for more people. Since launching our internally managed development program, we’re proud to have delivered approximately 10,000 AMH-built homes, adding much-needed supply to the national housing stock.

As a housing provider, we also know that our impact on people’s lives extends beyond the homes we build and manage. At a time when the rising cost of ownership remains out of reach for many, some rely on the attainable housing option we offer to access single-family living. Others want to enjoy a mortgage-free lifestyle to remain flexible in the event of new jobs or growing families. Time and again, our nearly 200,000 residents turn to us for better ways to lead more fulfilling lives, so we take our responsibility to deliver solutions to them seriously.

This steadfast commitment to empowering our communities is what inspires our daily mission. It’s reflected in our values. It’s enshrined in our DNA. And it drives all our engagements with the people and planet around us. Whether we’re designing homes that are more energy-efficient, training a new generation of innovators, or protecting the peace of mind of our residents, we’ve always worked to generate positive change and add value to the people who trust us to do the right thing.

With this goal in mind, we recently became the first single-family-rental REIT to issue green bonds in the U.S. investment-grade market. The issuance of this $600 million offering will fund our company’s efforts to make suburban houses more sustainable and low-emitting. This achievement is a testament to the quality of our portfolio and all of our team members who work hard every day to make us one of the leading housing providers in the country.

As we look to the year ahead, I will be working closely with my successor, Chief Operating Officer Bryan Smith, and newly appointed Chief Financial Officer and Senior Executive Vice President Christopher C. Lau, as we transition leadership. Bryan has been integral in shaping the investment and property management divisions of AMH over the last decade, and Chris is a critical leader who has propelled our ability to dramatically increase shareholder value and demonstrate resilience through economic cycles. I congratulate Bryan and Chris on their well-deserved promotions, and I feel confident that they will continue to lead AMH and the single-family rental industry responsibly.

Thank you for continuing to support us on this journey.

Sincerely,

David P. Singelyn

Chief Executive Officer and Trustee

March 29, 2024

Notice of the 2024 Annual Meeting of Shareholders

Date and Time

Friday, May 10, 2024 at

9:00 a.m., Pacific Time

Virtual Location

Visit:

www.virtualshareholdermeeting.com/AMH2024

Items of Business


1			To elect as trustees the twelve nominees named in the attached proxy statement to serve until the 2025 Annual Meeting of Shareholders;
2			To ratify the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;
3			To hold a non-binding advisory vote to approve our named executive officer compensation; and
4			To consider and act upon any other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Recommendations of the Board

The Board of Trustees unanimously recommends that you vote “FOR” each of the trustee nominees named in the attached proxy statement, “FOR” ratification of the appointment of Ernst & Young LLP and “FOR” approval, on an advisory basis, of our named executive officer compensation. Detailed information concerning these proposals is included in the accompanying proxy statement.

Proxy Materials

The notice of meeting, proxy statement and Annual Report on Form 10-K are available free of charge at: https://investors.amh.com/financials/annual-reports. The proxy statement and accompanying proxy card are being sent or made available to you on or about March 29, 2024.

Record Date

You are entitled to vote at the meeting if you were a shareholder of record at the close of business on March 15, 2024 of our Class A or Class B common shares of beneficial interest, par value $0.01 per share.

Voting

Your vote is very important. To ensure that your shares are represented at the Annual Meeting, please vote over the Internet, by telephone or by mail as instructed on the proxy card or voting instruction form you receive. You may revoke a proxy at any time prior to its exercise at the meeting by following the instructions in the accompanying proxy statement.

By Order of the Board of Trustees,

Sara H. Vogt-Lowell

Chief Legal Officer and Secretary

March 29, 2024

Important Notice Regarding Availability of Proxy Materials for the 2024 Annual Meeting on May 10, 2024: This Proxy Statement and our 2023 Annual Report on Form 10-K are available on the company’s website www.amh.com under “Investor Relations.”

2024 Proxy Statement

Table of Contents



202 3 Business Highlights			1

202 3 Sustainability Highlights			2

Creating Value for our Stakeholders			3


Annual Meeting Information			4

Proxy Materials			4

Meeting Information			4

How to Cast Your Vote			4

Unanimous Recommendations of the Board			5

Virtual Meeting Matters			6

Accessing the Meeting			6

Casting Your Vote			6

Live, Online Q&A			6

Technical Assistance			6

Proposal 1			7

Who We Are			9

Biographical Information About Our Trustee Nominees			10

Governance Framework			17

How We Are Selected, Elected, Evaluated and Refreshed			17

How We Are Organized			21

How We Govern and Are Governed			24

How We Are Paid			28

How You Can Communicate With Us			29

Proposal 2			30

Audit and Non-Audit Fees			32

Audit Committee Report			33

Principal Shareholders			34

Share Ownership of 5% or Greater Beneficial Owners			34

Share Ownership of Trustees and Management			35

Executive Officer Share Ownership and Other Compensation Policies			36

Executive Officer Share Ownership Policy			36

Clawback Policy			36

Anti-Hedging and Anti-Pledging Policy			37

Executive Officers			38

Our Executive Officers			38

2024 Proxy Statement



Executive Compensation			39

Compensation Discussion and Analysis			39

202 3 Say-on-Pay Vote Results and Shareholder Engagement			39

202 3 Compensation Overview			39

Compensation Philosophy, Objectives and Governance			40

Elements of Executive Officer Compensation			41

202 3 Compensation Decisions			42

Committee Assessment of Achievement of 202 3 Goals			43

202 4 Compensation Outlook			45

Role of Management and Board in Determining the Compensation of Executive Officers			46

Role of Compensation Consultant			46

Benchmarking Peer Group			46

Equity Grant Practices			47

Term of Employment			47

Retirement Savings Opportunities			47

Health and Welfare Benefits			48

Tax and Accounting Considerations			48

Human Capital and Compensation Committee Report			48

Summary Compensation Table			49

Grants of Plan Based Awards			50

Outstanding Equity Awards at Fiscal Year End			51

Option Exercises and Stock Vested in 2023			52

Pension/Non-Qualified Deferred Compensation Plans			52

Potential Payments Upon Termination or Change in Control			52

Payments Upon Termination			52

Payments Upon Death or Disability			52

Payments Upon Retirement			52

Payments Upon a Change in Control			53

CEO Pay Ratio			55

Pay Versus Performance Tables			55

Proposal 3			58

Certain Relationships and Related Party Transactions			61

Related Party Transaction Approval Policy and Procedures			61

202 3 Related Party Transactions			61

General Information About the Annual Meeting			62

2024 Proxy Statement

See pages 26 to 34 and 39 to 40 of our Annual Report on Form 10-K for a detailed discussion of our financial results for 2023, as well as information regarding Core FFO and Core NOI, which are non-GAAP performance measures.

2024 Proxy Statement | 1

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Creating Value for our
Stakeholders

2024 Proxy Statement | 3

Annual Meeting Information

This proxy statement contains important information regarding the 2024 Annual Meeting of Shareholders (the “Annual Meeting”). Specifically, it identifies the proposals on which you are being asked to vote, provides information that you may find useful in determining how to vote, and describes voting procedures. This proxy statement is being sent or made available to you on or about March 29, 2024.

Proxy Materials

The Notice of Meeting, Proxy Statement and Annual Report on Form 10-K are available free of charge at:

https://investors.amh.com/financials/annual-reports.

Meeting Information

Date and Time: Friday, May 10, 2024, at 9:00 a.m., Pacific Time.

Virtual Location: www.virtualshareholdermeeting.com/AMH2024. To be admitted, you must enter the control number found on your proxy card or voting instruction form.

Record Date: You are entitled to vote at the Annual Meeting if you were a shareholder of record at the close of business on March 15, 2024 (the “Record Date”) of our Class A or Class B common shares of beneficial interest, par value $0.01 per share.

Voting: Your vote is very important. To ensure your representation at the meeting, please vote over the Internet, by telephone or by mail as instructed on the proxy card or voting instruction form you receive. You may revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the accompanying proxy statement.

How to Cast Your Vote

VIRTUALLY

INTERNET

MAIL

TELEPHONE

www.virtualshare

holdermeeting.com/

AMH2024

www.proxyvote.com

Return your proxy in

the postage-paid

envelope provided

1-800-690-6903

You may vote your shares virtually at the Annual Meeting. Even if you plan to attend the Annual Meeting virtually, we recommend that you submit the accompanying proxy card or voting instruction form or vote via the Internet or by telephone by the applicable deadline so that your vote will be counted if you later decide not to attend the Annual Meeting.

You may vote your shares through the Internet by signing on to the website identified on the proxy card or voting instruction form and following the procedures described on the website. Internet voting is available 24 hours a day until 11:59 p.m. Eastern Time on the day before the Annual Meeting. If you vote through the Internet, you should not return any proxy card.

If you choose to vote by mail, simply complete the accompanying proxy card or voting instruction form, date and sign it, and return it in the pre-addressed postage-paid envelope provided.

You may vote your shares by telephone by following the voting instructions on the enclosed proxy card or voting instruction form, respectively. Telephone voting is available 24 hours a day until 11:59 p.m. Eastern Time on the day before the Annual Meeting.

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As summarized below, there are distinctions between shares held of record and those owned beneficially:						(i) vote your shares by delivering the enclosed voting instruction form in the pre-addressed postage-paid envelope provided or (ii) contact the person responsible for your account to ensure that a voting instruction form is submitted on your behalf. In most instances, you will be able to do this over the Internet, by telephone or by mail as indicated on your voting instruction form. It is critical that you promptly give instructions to your brokerage firm, bank, or other nominee. You may vote your shares at the virtual meeting only if you obtain a legal proxy from your brokerage firm, bank, or other nominee.
•Shareholder of Record—If your shares are registered directly in your name, you are considered the shareholder of record of those shares. As the shareholder of record, you can submit your voting instructions by Internet, telephone or mail as described on the enclosed proxy card.
•Beneficial Owner—If your shares are held through a broker or bank in “street name” as of the close of business on the Record Date, you can either:

Unanimous Recommendations of the Board


1	Election of the Twelve Trustee Nominees Named in this Proxy Statement	BOARD RECOMMENDATION	FOR
2	Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024	BOARD RECOMMENDATION	FOR
3	Advisory Vote to Approve our Named Executive Officer Compensation	BOARD RECOMMENDATION	FOR



These proposals are discussed in more detail in this proxy statement and you should read the entire proxy statement carefully before voting. We will also consider any other matters properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

2024 Proxy Statement | 5

Virtual Meeting Matters

The Annual Meeting will be held in virtual-only format. You will be able to attend and participate in the virtual Annual Meeting, vote your shares electronically and submit your questions during the meeting by visiting: www.virtualshareholdermeeting.com/AMH2024.

The Annual Meeting will begin with a pre-recorded presentation, followed by a live webcast of the formal business of the Annual Meeting and a Q&A session.

Accessing the Meeting

To be admitted to the Annual Meeting, you must enter the control number found on your proxy card or voting instruction form. If your common shares are held through a broker or bank in “street name” as of the close of business on the Record Date, you may vote your shares at the virtual meeting only if you obtain a legal proxy from your brokerage firm, bank, or other nominee.

Casting Your Vote

You may vote your shares virtually at the Annual Meeting. To vote at the virtual Annual Meeting, you must re-enter the control number found on your proxy card or voting instruction form. Even if you plan to attend the Annual Meeting virtually, we recommend that you submit the accompanying proxy card or voting instruction form or vote via the Internet or by telephone by the applicable deadline so that your vote will be counted if you later decide not to attend the virtual Annual Meeting.

Live, Online Q&A

As part of the Annual Meeting, we will hold a live, online Q&A session, where shareholders of our Class A or Class B common shares at the close of business on the Record Date will be allowed to ask questions. You may submit questions in real time during the Annual Meeting. We intend to answer all questions submitted before or during the Annual Meeting which are pertinent to the company and the Annual Meeting matters, as time permits. Consistent with our prior virtual and in-person annual meetings, all questions submitted will be generally addressed in the order received, and we limit each shareholder to one question in order to allow us to answer questions from as many shareholders as possible.

If there are matters raised of individual concern to a shareholder, or if a question posed was not otherwise answered, we provide an opportunity for shareholders to contact us separately after the Annual Meeting through the company’s website, www.amh.com under “Investor Relations.”

Technical Assistance

If you encounter any difficulties accessing or participating in the virtual Annual Meeting, please call the technical support number that will be posted on the Annual Meeting Website log-in page.

6 | AMH

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2024 Proxy Statement | 7

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Who We Are

Our Board currently consists of twelve members. Ten of the current trustees are considered “independent” and all members of our Audit Committee, Nominating and Corporate Governance Committee, and Human Capital and Compensation Committee are independent. Our Chairperson of the Board, Matthew J. Hart, is an independent trustee.

Our Board believes its members collectively have the experience, qualifications, attributes, and skills to continue to effectively oversee the management of the company, including a high degree of personal and professional integrity, an ability to exercise sound business judgment on a

broad range of issues, sufficient experience and background to appreciate the issues facing the company, a willingness to devote the necessary time to Board duties, a commitment to representing the best interest of the company and a dedication to enhancing shareholder value. The Board regularly monitors and evaluates its composition to ensure that it continues to support the success of our long-term strategy.

The Board unanimously recommends a vote “FOR” each of the twelve nominees proposed by the Board.



Nominee	Age	Principal Occupation	Trustee Since	Current Committees


Matthew J. Hart *	72	Chairperson of the Board, AMH Retired President and Chief Operating Officer, Hilton Hotels Corporation	2012

David P. Singelyn	62	Chief Executive Officer, AMH	2012

Douglas N. Benham *	67	President and Chief Executive Officer, DNB Advisors, LLC	2016	•Nominating and Corporate Governance •Human Capital and Compensation (Chair)

Jack Corrigan	63	Retired Chief Investment Officer, AMH	2012

David Goldberg *	74	Retired Executive Vice President, AMH Former Senior Vice President and General Counsel, Public Storage	2019

Tamara H. Gustavson *	62	Real Estate Investor Philanthropist	2016

Michelle C. Kerrick *	61	Former West Region Market Leader and Managing Partner, Deloitte & Touche LLP	2020	• Audit (Chair)

James H. Kropp *	75	Retired Chief Investment Officer, SLKW Investments LLC and Microproperties LLC	2012	•Audit • Nominating and Corporate Governance

Lynn C. Swann *	72	Director for Apollo Global Management, Inc. and Xylem Inc.	2020	• Audit • Nominating and Corporate Governance

Winifred M. Webb *	66	Founder, Kestrel Advisors Former Senior Executive, Ticketmaster, and The Walt Disney Company	2019	•Human Capital and Compensation •Nominating and Corporate Governance

Jay Willoughby *	65	Chief Investment Officer, TIFF Investment Management	2019	•Audit •Human Capital and Compensation

Matthew R. Zaist *	49	Chief Executive Officer, The New Home Company	2020	•Nominating and Corporate Governance (Chair) •Human Capital and Compensation

*Denotes “independent” member of the Board.

2024 Proxy Statement | 9

Biographical Information About Our Trustee Nominees

Set forth below is biographical information for each of the trustee nominees, including a list of the specific qualifications that were considered for membership on our Board. Each nominee has consented to be named in this proxy statement and to serve if elected.

Matthew J. Hart

Age: 72

Trustee since: 2012

(Chairperson since 2023)

Independent

Chairperson of the Board, AMH
Retired President and Chief Operating Officer, Hilton Hotels Corporation

Mr. Hart brings to our Board deep management, operational, executive compensation, corporate governance, and real estate industry experience from his executive roles at a number of publicly traded real estate and consumer companies. His experience, qualifications, attributes, and skills qualify him to serve as Chairperson of the Board.

Background

•Hilton Hotels Corporation, President and Chief Operating Officer, Executive Vice President, Chief Financial Officer

•Walt Disney Company (NYSE: DIS), Senior Vice President and Treasurer

•Host Marriott Corp., Executive Vice President and Chief Financial Officer

•Marriott Corporation, Senior Vice President and Treasurer

•Bankers Trust Company, Vice President, Corporate Lending

Public Directorships

SEC Form DEF 14A filed by American Homes 4 Rent