APARTMENT INCOME REIT CORP., DEF 14A filed on 8/2/2023
Proxy Statement (definitive)
v3.23.2
Cover
12 Months Ended
Dec. 31, 2022
Cover [Abstract]  
Document Type DEF 14A
Entity Registrant Name Apartment Income REIT Corp.
Entity Central Index Key 0001820877
Amendment Flag false
v3.23.2
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
$ / shares
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]

Pay Versus Performance

                     
Year  Summary
Compensation
Table Total
for PEO(a)
($)
Compensation
Actually
Paid to
PEO(a)(b)(c)
($)
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs(a)
($)
Average
Compensation
Actually Paid
to Non-PEO
NEOs(a)(b)(c)
($)
Value of Initial Fixed $100 Investment Based on:(d) Net Income
($)

Performance

Against
Overall Funds

from
Operations

Budget(e)
($)

Total
Shareholder
Return
($)
Peer Group
Total
Shareholder
Return
(MSCI US
REIT Index)
($)
Peer Group
Total
Shareholder
Return
(Nareit Equity
Apartments
Index)
($)
Supplemental
Peer Group
Total
Shareholder Return
(Multi-Family
Peer Group)(d)
($)
2022 5,416,020 (10,236,422) 2,003,335 786,089 90.32   99.82   94.25   92.18 970,050,000  $2.41
2021 3,048,540 16,199,170  1,862,711 2,502,510 138.07 132.23 138.51 138.76 479,224,000  $2.14
2020 6,802,856 1,998,061  1,583,280 1,842,993 93.47   92.43   84.66   84.05 (103,344,000) $1.73

 

(a)Terry Considine served as our PEO for fiscal years 2020, 2021 and 2022. Paul L. Beldin, Lisa R. Cohn, and Keith M. Kimmel were our Non-PEO NEOs for each of fiscal year 20120, 2021 and 2022, along with Conor Wagner for fiscal year 2020 and John McGrath for fiscal year 2022.

   
(b) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the named executive officers. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote (c) below.
   
(c) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the total (or, in the case of the Non-PEO NEOs, the average of the total) from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Our named executive officers have not been provided with opportunities to participate in defined benefit and actuarial pension plans sponsored by us in any applicable years.
   
(d) The Peer Group TSR columns set forth in this table use the MSCI US REIT Index and the Nareit Equity Apartments Index, which are the published industry or line-of-business indices we also use in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the fiscal year ended December 31, 2022, along with a supplemental peer group consisting of AvalonBay Communities, Inc., Camden Property Trust, Equity Residential, Essex Property Trust, Inc. Mid-America Apartment Communities, Inc. and UDR, Inc. (such six companies collectively, the “Multi-Family Peer Group”). The Multi-Family Peer Group was selected in consultation with our independent compensation consultant to inform fiscal year 2022 compensation for Mr. Kimmel, whose position does not have a good benchmark outside of the multi-family industry and was weighted according to the respective issuers’ stock market capitalization as of December 31, 2019. The comparison assumes $100 was invested for the period starting December 31, 2019 through the end of the listed fiscal year in our Common Stock and in the MSCI US REIT Index, Nareit Equity Apartments Index and Multi-Family Peer Group, respectively. TSR for our Common Stock for 2020 includes the TSR of Aimco prior to December 15, 2020, which was the date of the Separation. Historical Common Stock performance is not necessarily indicative of future Common Stock performance.
   
(e) We determined Performance Against Overall Funds from Operations Budget to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs for our fiscal year ended December 31, 2022. Funds from Operations is a commonly used measure of REIT performance because it allows us to assess our short term performance by capturing features particular to real estate performance by recognizing that real estate assets generally appreciate over time or maintain their residual value to a much greater extent than other capital assets. This measure — Performance Against Overall Funds from Operations Budget — assesses our performance against our plan. This measure may not have been the most important financial performance measure for fiscal years 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years.

    

    

    

 

Fiscal Year

Summary
Compensation Table
Total for
Mr. Considine
($)

Exclusion of
Stock Awards
and Option
Awards for
Mr. Considine
($)

Inclusion of
Equity Values for
Mr. Considine
($)

Compensation
Actually Paid to
Mr. Considine
($)

2022

5,416,020

3,400,008

(12,252,434)

(10,236,422)

2021

3,048,540

3,400,000

16,550,630

16,199,170

2020

6,802,856

4,300,006

(504,789)

1,998,061

 

Fiscal Year

Average
Summary Compensation Table Total for
Non-PEO NEOs
($)

Average
Exclusion of
Stock Awards
and Option
Awards for
Non-PEO NEOs
($)

Average
Inclusion of
Equity Values for
Non-PEO NEOs
($)

Average
Compensation
Actually Paid to
Non-PEO NEOs
($)

2022

2,003,335

602,787

(614,459)

786,089

2021

1,862,711

787,012

1,426,811

2,502,510

2020

1,583,280

556,198

815,911

1,842,993

 

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

Fiscal Year

Year-End
Fair Value of
Equity Awards
Granted During
Year That
Remained
Outstanding
and Unvested
as of Last Day
of Year for
Mr. Considine
($)

Change in
Fair Value from
Last Day of Prior
Year to Last
Day of Year of
Outstanding and
Unvested Equity
Awards Granted in
a Prior Year for
Mr. Considine
($)

Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that Vested
During Year for
Mr. Considine
($)

Change in
Fair Value from
Last Day of Prior
Year to Vesting
Date of Equity
Awards Granted
in a Prior Year
that Vested
During Year for
Mr. Considine
($)

Fair Value
at Last Day of
Prior Year of
Equity Awards
Granted in a Prior
Year Forfeited
During Year for
Mr. Considine
($)

Total - Inclusion of
Equity Values for
Mr. Considine
($)

2022

969,251

(12,456,161)

0

(765,525)

0

(12,252,434)

2021

8,246,158

7,878,244

0

426,227

0

16,550,630

2020

1,390,614

(2,488,213)

0

592,810

0

(504,789)

Fiscal Year

Average
Year- End
Fair Value of
Equity Awards
Granted During
Year That
Remained
Outstanding
and Unvested
as of Last Day
of Year for
Non-PEO NEOs
($)

Average
Change in
Fair Value from
Last Day of Prior
Year to Last
Day of Year of
Outstanding and
Unvested Equity
Awards Granted in
a Prior Year for
Non-PEO NEOs
($)

Average
Vesting- Date
Fair Value of
Equity Awards
Granted During
Year that Vested
During Year for
Non-PEO NEOs
($)

Average
Change in
Fair Value from
Last Day of Prior
Year to Vesting
Date of Equity
Awards Granted
in a Prior Year
that Vested
During Year for
Non-PEO NEOs
($)

Average
Fair Value
at Last Day of
Prior Year of
Equity Awards
Granted in a Prior
Year Forfeited
During Year for
Non-PEO NEOs
($)

Total - Average
Inclusion of
Equity Values for
Non-PEO NEOs
($)

2022

278,457

(828,695)

0

(64,221)

0

(614,459)

2021

1,017,398

416,018

0

(6,604)

0

1,426,811

2020

485,490

295,544

0

34,876

0

815,911

   
Named Executive Officers, Footnote [Text Block]

 

(a)Terry Considine served as our PEO for fiscal years 2020, 2021 and 2022. Paul L. Beldin, Lisa R. Cohn, and Keith M. Kimmel were our Non-PEO NEOs for each of fiscal year 20120, 2021 and 2022, along with Conor Wagner for fiscal year 2020 and John McGrath for fiscal year 2022.
   
Changed Peer Group, Footnote [Text Block] The Peer Group TSR columns set forth in this table use the MSCI US REIT Index and the Nareit Equity Apartments Index, which are the published industry or line-of-business indices we also use in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the fiscal year ended December 31, 2022, along with a supplemental peer group consisting of AvalonBay Communities, Inc., Camden Property Trust, Equity Residential, Essex Property Trust, Inc. Mid-America Apartment Communities, Inc. and UDR, Inc. (such six companies collectively, the “Multi-Family Peer Group”). The Multi-Family Peer Group was selected in consultation with our independent compensation consultant to inform fiscal year 2022 compensation for Mr. Kimmel, whose position does not have a good benchmark outside of the multi-family industry and was weighted according to the respective issuers’ stock market capitalization as of December 31, 2019. The comparison assumes $100 was invested for the period starting December 31, 2019 through the end of the listed fiscal year in our Common Stock and in the MSCI US REIT Index, Nareit Equity Apartments Index and Multi-Family Peer Group, respectively. TSR for our Common Stock for 2020 includes the TSR of Aimco prior to December 15, 2020, which was the date of the Separation. Historical Common Stock performance is not necessarily indicative of future Common Stock performance.    
PEO Total Compensation Amount $ 5,416,020 $ 3,048,540 $ 6,802,856
PEO Actually Paid Compensation Amount $ (10,236,422) 16,199,170 1,998,061
Adjustment To PEO Compensation, Footnote [Text Block]

 

Fiscal Year

Summary
Compensation Table
Total for
Mr. Considine
($)

Exclusion of
Stock Awards
and Option
Awards for
Mr. Considine
($)

Inclusion of
Equity Values for
Mr. Considine
($)

Compensation
Actually Paid to
Mr. Considine
($)

2022

5,416,020

3,400,008

(12,252,434)

(10,236,422)

2021

3,048,540

3,400,000

16,550,630

16,199,170

2020

6,802,856

4,300,006

(504,789)

1,998,061

Fiscal Year

Year-End
Fair Value of
Equity Awards
Granted During
Year That
Remained
Outstanding
and Unvested
as of Last Day
of Year for
Mr. Considine
($)

Change in
Fair Value from
Last Day of Prior
Year to Last
Day of Year of
Outstanding and
Unvested Equity
Awards Granted in
a Prior Year for
Mr. Considine
($)

Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that Vested
During Year for
Mr. Considine
($)

Change in
Fair Value from
Last Day of Prior
Year to Vesting
Date of Equity
Awards Granted
in a Prior Year
that Vested
During Year for
Mr. Considine
($)

Fair Value
at Last Day of
Prior Year of
Equity Awards
Granted in a Prior
Year Forfeited
During Year for
Mr. Considine
($)

Total - Inclusion of
Equity Values for
Mr. Considine
($)

2022

969,251

(12,456,161)

0

(765,525)

0

(12,252,434)

2021

8,246,158

7,878,244

0

426,227

0

16,550,630

2020

1,390,614

(2,488,213)

0

592,810

0

(504,789)

   
Non-PEO NEO Average Total Compensation Amount $ 2,003,335 1,862,711 1,583,280
Non-PEO NEO Average Compensation Actually Paid Amount $ 786,089 2,502,510 1,842,993
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

 

Fiscal Year

Average
Summary Compensation Table Total for
Non-PEO NEOs
($)

Average
Exclusion of
Stock Awards
and Option
Awards for
Non-PEO NEOs
($)

Average
Inclusion of
Equity Values for
Non-PEO NEOs
($)

Average
Compensation
Actually Paid to
Non-PEO NEOs
($)

2022

2,003,335

602,787

(614,459)

786,089

2021

1,862,711

787,012

1,426,811

2,502,510

2020

1,583,280

556,198

815,911

1,842,993

Fiscal Year

Average
Year- End
Fair Value of
Equity Awards
Granted During
Year That
Remained
Outstanding
and Unvested
as of Last Day
of Year for
Non-PEO NEOs
($)

Average
Change in
Fair Value from
Last Day of Prior
Year to Last
Day of Year of
Outstanding and
Unvested Equity
Awards Granted in
a Prior Year for
Non-PEO NEOs
($)

Average
Vesting- Date
Fair Value of
Equity Awards
Granted During
Year that Vested
During Year for
Non-PEO NEOs
($)

Average
Change in
Fair Value from
Last Day of Prior
Year to Vesting
Date of Equity
Awards Granted
in a Prior Year
that Vested
During Year for
Non-PEO NEOs
($)

Average
Fair Value
at Last Day of
Prior Year of
Equity Awards
Granted in a Prior
Year Forfeited
During Year for
Non-PEO NEOs
($)

Total - Average
Inclusion of
Equity Values for
Non-PEO NEOs
($)

2022

278,457

(828,695)

0

(64,221)

0

(614,459)

2021

1,017,398

416,018

0

(6,604)

0

1,426,811

2020

485,490

295,544

0

34,876

0

815,911

   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company and Peer Total Shareholder Return (“TSR”).

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s and the MSCI US REIT Index’s, the Nareit Equity Apartments Index’s and the Multi-Family Peer Group’s cumulative TSR over the three most recently completed fiscal years.

   
Compensation Actually Paid vs. Net Income [Text Block]

Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the three most recently completed fiscal years.

   
Compensation Actually Paid vs. Company Selected Measure [Text Block]

Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company-Selected Measure

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and Performance Against Overall Funds from Operations Budget during the three most recently completed fiscal years.

   
Tabular List [Table Text Block]

TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES

The Company used the financial performance measures set forth below to link Compensation Actually Paid to our named executive officers for fiscal year 2022 to Company performance.

Most Important Financial Performance Measures for Determining PEO and Non-PEO NEO Pay in fiscal year 2022

Company TSR relative to the TSR of the MSCI US REIT Index

Company TSR relative to the TSR of the Nareit Equity Apartments Index

Performance Against Overall Funds from Operations Budget
Same Store Net Operating Income Performance Compared to 2022 Budget 

Balance Sheet Measures (Debt to EBITDA, Balance Sheet Safety & Cost, Financial Flexibility & Investment Grade Rating) 

Portfolio Quality (Accretive Transactions that Enhance the Company’s Objectives Regarding Portfolio Quality) 

Amount of new investments and their performance over three years and the amount of property sales (Mr. McGrath) 

   
Total Shareholder Return Amount $ 90.32 138.07 93.47
Peer Group Total Shareholder Return Amount 99.82 132.23 92.43
Peer Group Total Shareholder Return Amount1 94.25 138.51 84.66
Peer Group Total Shareholder Return Amount2 92.18 138.76 84.05
Net Income (Loss) Attributable to Parent $ 970,050,000 $ 479,224,000 $ (103,344,000)
Company Selected Measure Amount | $ / shares 2.41 2.14 1.73
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Company TSR relative to the TSR of the MSCI US REIT Index    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Company TSR relative to the TSR of the Nareit Equity Apartments Index    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Performance Against Overall Funds from Operations Budget    
Measure [Axis]: 4      
Pay vs Performance Disclosure [Table]      
Measure Name Same Store Net Operating Income Performance Compared to 2022 Budget    
Measure [Axis]: 5      
Pay vs Performance Disclosure [Table]      
Measure Name Balance Sheet Measures (Debt to EBITDA, Balance Sheet Safety & Cost, Financial Flexibility & Investment Grade Rating)    
Measure [Axis]: 6      
Pay vs Performance Disclosure [Table]      
Measure Name Portfolio Quality (Accretive Transactions that Enhance the Company’s Objectives Regarding Portfolio Quality)    
Measure [Axis]: 7      
Pay vs Performance Disclosure [Table]      
Measure Name Amount of new investments and their performance over three years and the amount of property sales (Mr. McGrath)    
PEO [Member] | Terry Considine      
Pay vs Performance Disclosure [Table]      
PEO Name Terry Considine Terry Considine Terry Considine
PEO [Member] | Terry Considine | Exclusion Of Stock Awards And Option Awards For Mr Considine [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 3,400,008 $ 3,400,000 $ 4,300,006
PEO [Member] | Terry Considine | Inclusion of Equity Values      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (12,252,434) 16,550,630 (504,789)
PEO [Member] | Terry Considine | Year-End Fair Value of Equity Awards Granted During Year that Remained Outstanding andUnvested as of Last Day of Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 969,251 8,246,158 1,390,614
PEO [Member] | Terry Considine | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Outstanding and Unvested Equity Awards Granted in a Prior Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (12,456,161) 7,878,244 (2,488,213)
PEO [Member] | Terry Considine | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
PEO [Member] | Terry Considine | Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in a Prior Year that Vested During Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (765,525) 426,227 592,810
PEO [Member] | Terry Considine | Fair Value at Last Day of Prior Year of Equity Awards Granted in a Prior Year Forfeited During Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Non-PEO NEO [Member] | Average Exclusion of Stock Awards and Option Award      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 602,787 787,012 556,198
Non-PEO NEO [Member] | Average Inclusion of Equity Values      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (614,459) 1,426,811 815,911
Non-PEO NEO [Member] | Average Year- End Fair Value of Equity Awards Granted During Year that Remained Outstanding and Unvested as of Last Day of Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 278,457 1,017,398 485,490
Non-PEO NEO [Member] | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Outstanding and Unvested Equity Awards Granted in a Prior Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (828,695) 416,018 295,544
Non-PEO NEO [Member] | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Non-PEO NEO [Member] | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in a Prior Year that Vested During Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (64,221) (6,604) 34,876
Non-PEO NEO [Member] | Average Fair Value at Last Day of Prior Year of Equity Awards Granted in a Prior Year for feited During Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 0 $ 0 $ 0
Non-PEO NEO [Member] | Paul L. Beldin      
Pay vs Performance Disclosure [Table]      
PEO Name Paul L. Beldin Paul L. Beldin Paul L. Beldin
Non-PEO NEO [Member] | Lisa R. Cohn      
Pay vs Performance Disclosure [Table]      
PEO Name Lisa R. Cohn Lisa R. Cohn Lisa R. Cohn
Non-PEO NEO [Member] | Keith M. Kimmel      
Pay vs Performance Disclosure [Table]      
PEO Name Keith M. Kimmel Keith M. Kimmel Keith M. Kimmel
Non-PEO NEO [Member] | Conor Wagner      
Pay vs Performance Disclosure [Table]      
PEO Name     Conor Wagner
Non-PEO NEO [Member] | John McGrath      
Pay vs Performance Disclosure [Table]      
PEO Name John McGrath