Filed by the Registrant ý
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Filed by a Party other than the Registrant ¨
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Check the appropriate box:
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¨ Preliminary Proxy Statement
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¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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ý Definitive Proxy Statement
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¨ Definitive Additional Materials
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¨ Soliciting Material Pursuant to § 240.14a-12
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AMERICAN CAMPUS COMMUNITIES, INC.
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(Name of Registrant as Specified in Its Charter)
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Not Applicable
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(Name of Person(s) Filing Proxy Statement, if other Than the Registrant)
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(i)
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To elect nine directors to a one-year term of office expiring at the 2021 Annual Meeting of Stockholders or until their successors are duly elected and qualified;
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(ii)
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To ratify Ernst & Young LLP as our independent auditors for 2020;
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(iii)
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To hold an advisory vote on executive compensation; and
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(iv)
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To consider and act upon any other matters that may properly be brought before the Annual Meeting and at any adjournments or postponements thereof.
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Important Notice Regarding the Availability of Proxy Materials for the
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Annual Stockholder Meeting to Be Held on April 29, 2020
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This Proxy Statement, Annual Report to Stockholders and Annual Report on Form 10-K for the
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fiscal year ended December 31, 2019 are available in the Investor Relations section of our
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website at www.AmericanCampus.com under “SEC Filings.”
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Proxy Statement Summary
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Questions and Answers
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Governance of the Company
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Board Composition
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Board Independence and Meetings
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Board Leadership Structure; Separate Independent Chairman of the Board
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Board’s and Committees' Roles in Risk Oversight
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Corporate Responsibility
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Board Committees
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Director Qualifications; Limits on Board Service
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Term Limits; Retirement Age
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Board Diversity
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Number of Directors; Director Vacancies
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Stockholder Approval of Amendment of the Charter and Bylaws and Transactions Outside
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the Ordinary Course of Business
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Guidelines on Governance and Codes of Ethics
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Management Succession
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Stockholder Outreach and Engagement
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Stockholder Communications
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Stock Ownership Guidelines
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Short Selling, Hedging and Pledging Prohibitions
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Repricing and Cash Buyouts of Underwater Options and Stock Appreciation Right Prohibitions
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Prohibition on Classifying the Board
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Compensation of Directors
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Executive Officers
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Security Ownership
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Section 16(a) Beneficial Ownership Reporting Compliance
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Executive Compensation
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Compensation Committee Report
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Compensation Discussion and Analysis
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Summary Compensation Table
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Grants of Plan Based Awards
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Employment Contracts
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Outstanding Equity Awards at Fiscal Year-End
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Awards Vested
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Potential Payments Upon Termination or Change in Control
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Nonqualified Deferred Compensation
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Equity Compensation Plan
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CEO Compensation Pay Ratio
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Certain Relationships and Related Transactions
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Proposal 1 - Election of Directors
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Consideration of Director Nominees
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Proposal 2 - Ratification of the Selection of the Independent Auditors
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Audit Committee Information
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Report of the Audit Committee
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Independent Auditor Fees
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Proposal 3 - Advisory Vote on Executive Compensation
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Stockholder Proposals
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2019 Annual Report
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• Separate Chief Executive Officer and Independent Chairman of the Board
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• Risk oversight by full board and committees and independent Audit Committee and Strategic Planning and Risk Committee
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• Annual election of directors by majority vote, with a plurality carve-out in the case of contested elections
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• No directors or executive officers involved in material related party transactions
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• Prohibition on a classified board structure
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• Limits on board service
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• Independent director nominees comprise 89% of the Board and 100% of the Audit, Compensation, Nominating and Corporate Governance, and Strategic Planning and Risk Committees
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• Director and senior officer stock ownership guidelines, which include a prohibition on the sale by senior officers of vested restricted stock awards until the applicable ownership guideline has been met, and a requirement that the Chief Executive Officer own common stock having a market value of at least six times his annual base salary
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• Robust director selection process, which resulted in one new independent director joining the Board during 2019, resulting in the Board having three women directors representing 33% of the Board
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• Prohibition on repricing options and stock appreciation rights
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• Regular director performance assessment and annual board and committee evaluations
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• Prohibition on cash buyouts of underwater options and stock appreciation rights
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• Ongoing succession planning for directors, the Chief Executive Officer and other executive officers
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• Anti-hedging and anti-pledging policies
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• Regular executive sessions of independent directors
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• Clawbacks to recoup compensation
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• Bylaw provision which permits stockholders to amend Bylaws
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•
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Achieving record levels in total revenue, NOI, funds from operations ("FFO") and FFOM per share
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•
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Growing same store rental rate and rental revenue for the 15th consecutive year, measured by change in occupancy plus growth in rental rate as of September 30, 2019 versus 2018
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•
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Outperforming our student housing peer set in the 2019/2020 academic year lease-up as detailed under 2019 Long-Term Equity Incentive Awards
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Producing same store NOI growth for the 15th consecutive year (every year since becoming a public company in 2004)
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Delivering three new owned development projects totaling $297.1 million in investment into service at their collective underwritten yield, on-budget and on-schedule
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Achieving on-time delivery and 98.1% opening occupancy for the five new owned and presale development projects, resulting in full stabilization at opening
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•
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Receiving five new on-campus development project awards which are expected to total over 12,000 beds with a total development value of approximately $2.5 billion. These project awards are anticipated to include both American Campus Equity (ACE®) on-campus developments and third-party development projects
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Enhancing director diversity as outlined under Board Diversity
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Advancing the Company’s Environmental, Social and Governance (ESG) program as outlined under Corporate Responsibility
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Increasing the common dividend to $1.88 per share on an annualized basis, the seventh consecutive increase, representing dividend growth of 39% since 2012
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ü DO align pay and performance by linking a substantial portion of compensation to the achievement of pre-established performance measures that drive stockholder value
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û DO NOT base incentive awards on a single performance measure, thereby discouraging unnecessary or excessive risk-taking
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ü DO provide executive officers with the opportunity to earn market-competitive compensation through a mix of cash and equity compensation, with strong emphasis on performance-based incentive awards
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û DO NOT provide guaranteed minimum payouts or uncapped award opportunities
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ü DO have a robust peer selection process and benchmark executive compensation to target the median of the comparative group of peer companies
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û DO NOT reprice or permit cash buyouts of underwater stock options
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ü DO require executive officers and directors to own and retain shares of common stock that have significant value to further align interests with stockholders
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û DO NOT provide executive officers with excessive perquisites or other personal benefits
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ü DO enhance alignment with long-term shareholder value and executive officer retention with 5-year vesting schedules for equity incentive awards earned for prior-year performance
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û DO NOT provide executive officers with pension or retirement benefits other than pursuant to a 401(k) plan and a deferred compensation plan
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ü DO enable the Board to “claw back” incentive compensation in the event of an accounting restatement due to material non-compliance with financial reporting requirements as a result of misconduct by executive officers
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û DO NOT permit executive officers or directors to engage in derivative or other hedging transactions in the Company’s securities
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ü DO prohibit new tax gross-up arrangements under anti-tax gross-up policy
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û DO NOT provide accelerated vesting upon a change of control under the 2018 Incentive Award Plan
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ü DO maintain a Compensation Committee comprised solely of independent directors
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û DO NOT provide single-trigger change of control benefits
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ü DO engage an independent compensation consultant to advise the Compensation Committee on executive compensation matters and establishing an appropriate peer group
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û DO NOT permit executive officers and directors to hold the Company's securities in margin accounts or to otherwise pledge the securities to secure loans
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Q:
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What am I voting on?
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A:
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Election of nine directors to hold office for a one-year term, ratification of Ernst & Young LLP as the Company’s independent auditors for 2020 and approval of an advisory vote on executive compensation.
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Q:
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Who is entitled to vote?
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A:
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Stockholders as of the close of business on March 9, 2020 are entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote.
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Q:
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How do I vote?
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Sign and date each proxy card you receive and return it in the prepaid envelope. If you do not mark any selections, the proxy holders named on your proxy card will vote your shares in favor of all of the director nominees, in favor of the ratification of Ernst & Young LLP as the Company’s independent auditors for 2020 and in favor of approval, on an advisory basis, of the compensation of the named executive officers. You may change your vote or revoke your proxy at any time before the Annual Meeting by submitting written notice to the Secretary, submitting another proxy that is properly signed and later dated or voting in person at the Annual Meeting. In each case, the later submitted votes will be recorded and the earlier votes revoked. If you hold your shares in street name, please follow the procedures required by your bank, broker or other nominee to revoke a proxy. You should contact that firm directly for more information on these procedures.
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Q:
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Is my vote confidential?
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A:
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Yes. Proxy cards, ballots and voting tabulations that identify individual stockholders are confidential. Only the inspectors of election and certain employees associated with processing proxy cards and counting the vote have access to your card. Additionally, all comments directed to management (whether written on the proxy card or elsewhere) will remain confidential, unless you ask that your name be disclosed.
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Q:
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Who will count the vote and how are votes counted?
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All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes and withheld votes and abstentions. In order to be elected as a director, a nominee must receive a majority of the votes cast at the Annual Meeting at which a quorum is present. For election of directors, abstentions and broker non-votes will not affect the vote outcome. In order for Ernst & Young LLP to be ratified as the Company’s independent auditors for 2020 and for the advisory vote on executive compensation to be approved, the respective proposal must receive a majority of the votes cast at the Annual Meeting at which a quorum is present. For ratification of the independent auditors for 2020, an abstention will have the same effect as an “Against” vote and, as this is a routine matter, there will not be any broker non-votes. For approval of the advisory vote on executive compensation, an abstention will have the same effect as an “Against” vote, but a broker non-vote will not affect the vote outcome. “Broker non-votes” are proxies from brokers or other nominees indicating that such person has not received instructions from the beneficial owner or other person entitled to vote the shares that are the subject of the proxy on a particular matter with respect to which the broker or other nominee does not have discretionary voting power.
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Q:
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What constitutes a quorum?
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As of the record date for the Annual Meeting, 137,604,447 shares of common stock were issued and outstanding. A majority of the outstanding shares, present or represented by proxy, constitutes a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes will be counted in determining the presence of a quorum.
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Q:
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Who can attend the Annual Meeting?
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All stockholders of record as of March 9, 2020 can attend.
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Q:
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Who pays for this proxy solicitation?
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A:
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The Company will bear the entire cost of solicitation of proxies, including preparation, assembly and mailing of this Proxy Statement, the proxy card and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding shares of the Company’s common stock in their names that are beneficially owned by others to forward to these beneficial owners. Persons representing beneficial owners may be reimbursed for their costs of forwarding the solicitation material to such beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone, facsimile, electronic mail or personal solicitation by the Company’s directors, officers or employees. The Company will not pay any additional compensation to directors, officers or employees for such services.
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William C. Bayless, Jr. has been Chief Executive Officer since October 2003 and also served as President from October 2003 to January 2017. Bill is a co-founder of the Company and participated in the founding of the student housing business of its predecessor entities. Bill served as Executive Vice President and Chief Operating Officer of the predecessor entities from July 1995 to September 2003, where he directed all aspects of the predecessor entities’ business segments including business development, development and construction management, acquisitions and management services. He served as the Company’s Vice President of Development from the inception of the predecessor entities in 1993 until July 1995. Bill served as the Director of Operations for Century Development’s student housing division from 1991 to 1993. From 1988 to 1991, Bill served as the Director of Marketing responsible for business development and marketing for the student housing division of Cardinal Industries. Bill began his career in student housing with Allen & O’Hara where he held the positions of Resident Assistant, Resident Manager and Area Marketing Coordinator from 1984 to 1988. Bill has served on the Advisory Board of Amherst Holdings, LLC since June 2018. Bill was instrumental in the formation of American Campus Charities Foundation, which supports charitable activities focused on disadvantaged youth and education in the Company's hometown of Austin, Texas, as well as in the local markets served by the Company's communities. The Foundation has raised in excess of $5 million for the causes consistent with its focus. Bill also currently serves on the Board for the Rise School of Austin, which provides high quality early childhood education for gifted, traditional and developmentally delayed children in an inclusive setting, using individualized learning techniques. He received a B.S. in Business Administration from West Virginia University. Age: 55.
Areas of Relevant Experience: Ability to lead the organization; detailed knowledge and unique perspective and insights regarding the student housing industry and the strategic and operational opportunities and challenges, economic and industry trends, and competitive and financial positioning of the Company and its business.
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William C. Bayless, Jr.
CEO & Director since 2004
Committees:
Executive
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G. Steven Dawson is a private investor focused on real estate, energy, financial services and other commercial interests in the US and Canada. He has significant experience serving on the boards of directors of numerous public and private companies over the past 19 years. From 1990 to 2003 he served as the Chief Financial Officer of Camden Property Trust (NYSE:CPT) and its predecessors. Camden is a large multifamily REIT based in Houston with apartment operations, construction and development activities throughout the United States. Steve currently serves on the boards of Cohen & Co. (NYSE American: COHN), a financial services firm specializing in fixed income and structured credit securities trading, securitizations, management, and advisory operations in the U.S. and Europe, and Medical Properties Trust (NYSE: MPW), a hospital/healthcare REIT with hospital properties in the U.S., Australia and Europe. Steve holds a degree in business from Texas A&M University, where he serves on the Real Estate Roundtable of the Mays Graduate School of Business. Age: 62.
Areas of Relevant Experience: Financial reporting; accounting and controls; REIT management; real estate operations, investment and development.
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G. Steven Dawson
Director since 2004
Committees:
Audit, Compensation
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Cydney C. Donnell has been the Director of Real Estate Programs and an Executive Professor at the Mays Business School of Texas A&M University, and has served as Associate Department Head of the Finance Department since February 2011. Cydney has taught various subject matters, including real estate finance, investments and corporate governance, since August 2004. Cydney was formerly a principal and Managing Director of European Investors/E.I.I. Realty Securities, Inc. Cydney served in various capacities at EII and was Chair of the Investment Committee from 2002 to 2003, the Head of the Real Estate Securities Group and Portfolio Manager from 1992 to 2002 and Vice-President and Analyst from 1986 to 1992. Cydney served on the Board of European Investors Holding Company from 1992 to 2005. Prior to joining EII, she was a real estate lending officer at RepublicBanc Corporation in Dallas from 1983 to 1986. Cydney currently serves on the board of Pebblebrook Hotel Trust (NYSE:PEB), a hotel REIT, and is a member of the Board of Trustees of Trinity University in San Antonio, Texas. She served on the Board of Directors of Madison Harbor Balanced Strategies Inc., a closed-end investment fund registered under the Investment Company Act of 1940 and a REIT from 2005 to 2017. In 2007, Cydney was appointed to the Employees Retirement System of Texas Board of Trustees by Governor Rick Perry, and her term ended in May 2019. Cydney has served on the Board and Institutional Advisory Committee of the National Association of Real Estate Investment Trusts, or NAREIT. She has also served in various leadership capacities for The Association of Former Students of Texas A&M University and the Junior League of the City of New York. Cydney received a B.B.A. from Texas A&M University and an M.B.A. from Southern Methodist University. Age: 60.
Areas of Relevant Experience: Financial investment and services; REITs; corporate governance; university operations; strategic planning.
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Cydney C. Donnell
Director since 2004
Committees:
Compensation, Executive, Strategic Planning and Risk
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Mary C. Egan is currently an independent consultant providing customer-centric research and strategy services to companies across the consumer sector (food, restaurants, home, fashion, and travel and tourism, and healthcare). She also serves as a member of the Board of Directors for Savers (dba Value Village), the largest for-profit thrift store chain in the world, currently owned by private equity. Mary was previously a partner and managing director at The Boston Consulting Group, where she worked from 1996-2010; the head of global strategy for Starbucks (NASDAQ: SBUX), where she worked from 2010-2012; and founder and CEO of Gatheredtable, a food tech B2C SaaS startup which she ran from its founding in 2013 through a strategic exit in 2018. Mary currently serves on the Board of Directors of Noodles & Company (NASDAQ: NDLS), a fast-casual restaurant concept. She holds a BA from Barnard College, Columbia University and an MBA from Columbia Business School. Age: 52.
Areas of Relevant Experience: Strategic planning; technology; business development and leadership.
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Mary C. Egan
Director since 2018 Committees: Strategic Planning and Risk |
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Edward Lowenthal has served as the Independent Chairman of the Board since August 2015. He has been President of Ackerman Management LLC since April 2002, a private investment management and advisory company with particular focus on real estate and other asset-based investments. Ed was a founder and served as the President of Wellsford Real Properties, Inc. (NYSE:WRP) from 1997 until 2002, which owned and operated multifamily apartments throughout the United States. Ed currently serves as a director of Omega Healthcare Investors, Inc. (NYSE:OHI), a healthcare REIT. Ed serves as non-executive Chairman of Tiburon Lockers, Inc., a privately-held owner and operator of rental locker systems, and as a trustee of The Manhattan School of Music. He received a B.A. degree from Case Western Reserve University and a J.D. degree from Georgetown University Law Center, where he was an editor of the Georgetown University Law Journal. Age: 75.
Areas of Relevant Experience: Real estate investment and development; REIT management; law.
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Edward Lowenthal
Director since 2004
Committees:
Executive, Compensation, Nominating and Corporate Governance
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Oliver Luck has served as Chief Executive Officer and Commissioner of the XFL since June 2018. From January 2015 to June 2018, Oliver was the Executive Vice President for Regulatory Affairs and Strategic Partnerships of the National Collegiate Athletic Association (NCAA). From 2010 to January 2015, he was the Athletic Director of West Virginia University. From 2006 to 2010, Oliver was the President/General Manager of the Houston Dynamo of Major League Soccer. From 2001 to 2005, Oliver was the Chief Executive Officer of the Harris County-Houston Sports Authority, where he oversaw the financing, construction and management of professional sports and entertainment infrastructure in Houston, including Minute Maid Park, Reliant Stadium and Toyota Center. Oliver worked for the National Football League from 1990 to 2001, where he served in a variety of positions, including Vice President of Business Development and President and Chief Executive Officer of NFL Europe. Oliver played quarterback for the Houston Oilers from 1982 to 1986. He is currently a member of the National Football League Player Safety Advisory Panel, and served as a member of the College Football Playoff Selection Committee and in various capacities in a number of university and community associations. He was a finalist to be a Rhodes Scholar, a National Football Foundation Scholar and a two-time Academic All-American who received a B.A. degree from West Virginia University and a J.D. degree from University of Texas School of Law. Age: 59.
Areas of Relevant Experience: University management; business development and leadership; law.
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Oliver Luck
Director since 2012 Committees: Nominating and Corporate Governance, Strategic Planning and Risk |
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C. Patrick Oles, Jr. has been the President and Chief Executive Officer of Barshop & Oles Company, a privately-owned, Texas-based commercial real estate development, investment and management firm, since 1983. Pat served on the senior staff of the Governor of Texas, William P. Clements, Jr., as Director of Governmental Appointments, from 1980 to 1982. Pat has been involved in numerous governmental, business and civic organizations, including ten years of service on the Board of Directors of the Lower Colorado River Authority and as a founding member and Chairman of the Board of Trustees of the Texas Parks & Wildlife Foundation. He was a member of the Advisory Board of Directors of JPMorgan Chase, Chairman of the local chapter of the Young Presidents Organization and a Trustee of the Texas Nature Conservancy. Pat currently serves as a member of the Board of Directors of SouthWest Water Company, a privately-owned provider of water and wastewater services, as a member of the Executive Committee of the Seton Fund, as a member of the Development Board of the McCoy College of Business Administration of Texas State University and as Chair of the UT Elementary School Development Council. Pat received a B.B.A. from the University of Texas at Austin, and now holds the McCoy Professorship for Studies in Entrepreneurship in the McCoy College of Business Administration at Texas State University. Age: 65.
Areas of Relevant Experience: Real estate investment and development; governmental interactions.
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C. Patrick Oles, Jr.
Director since 2014
Committees:
Audit, Executive
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John T. Rippel is a founding partner of Alliance Residential Company, one of the largest private U.S. multifamily companies, and has been its Chief Investment Officer since 2001 with responsibility for identifying development opportunities and directing the acquisition process for existing communities throughout the country. John began his multifamily career in 1982 as the partner in charge of south Texas development and acquisition for Trammell Crow Residential. In 1994, he led his division to the successful initial public offering of Gables Residential, where he served as a director and its President and Chief Operating Officer. Prior to joining Trammell Crow Residential, John was a CPA with Kenneth Leventhal Company, a national public accounting firm which is now a part of Ernst & Young. John obtained his BBA from the University of Texas at Austin. Age: 65.
Areas of Relevant Experience: Real estate investment and development; REIT management; financial reporting.
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John T. Rippel
Director since 2018
Committees:
Audit
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Carla Piñeyro Sublett has been the Chief Marketing Officer of National Instruments Corporation (Nasdaq: NATI), a provider of a software-defined platform that helps accelerate the development and performance of automated test and automated measurement systems, since February 2019. She served as the Chief Marketing Officer of Rackspace Inc., a managed cloud computing company, from May 2015 to October 2017. Prior to her role at Rackspace, she spent 15 years at Dell Technologies in a variety of executive leadership roles across sales, marketing, and operations. Carla is a member of the 2016 Class of Henry Crown Fellows at the Aspen Institute, which recognizes successful leaders under the age of 45 ready to apply their creative talents to building a better society and was named one of Inc. magazine’s “Women to Watch” in 2017 and recognized as one of the Top 50 Influential Hispanics in the United States by Hispanic Business magazine in 2014. She was also awarded The Young Hispanic Corporate Achiever award by the Hispanic Association of Corporate Responsibility. Carla is the president of the board of the Texas Conference for Women and incoming president of the Austin Community Foundation. She also served as board president of the Thinkery. In addition, she is a founder of Thrive, an organization that enables networking at work through exercise. Carla is an alumna of the University of Texas at Austin School of Architecture. Age: 46.
Areas of Relevant Experience: Technology and innovation; executive leadership; sales and marketing.
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Carla Piñeyro Sublett
Director since 2019
Committees:
Nominating and Corporate Governance
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COMMITTEE
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KEY RESPONSIBILITIES
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2019 MEETINGS
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Board of Directors
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Strategic oversight
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6 (1)
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Corporate governance
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Stockholders' advocacy
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Primary areas of oversight:
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Strategic, financial and execution risks and exposures associated with annual operating and long term strategic plans, major litigation and regulatory exposures
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Other current matters that may present material risk to the Company's operations, plans, prospects or reputation; and acquisitions and divestitures (including through post-closing reviews)
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COMMITTEE
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KEY RESPONSIBILITIES
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2019 MEETINGS
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Audit
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Overseeing the integrity of the Company's consolidated financial statements and its compliance with legal and regulatory requirements
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8
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Audit Committee Report:
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Assessing the independent auditor's qualifications, independence, and
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Page 60
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performance
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Charter last amended October 2013
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Reviewing, as it deems appropriate, the adequacy of the Company's systems of disclosure controls and internal controls regarding financial reporting and accounting
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Sole authority to appoint and replace the independent auditors (who report directly to the committee), approve the engagement fee of the independent auditors, and pre-approve the audit services and any permitted non-audit services that the independent auditors may provide to the Company
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Primary areas of oversight:
|
|
||
|
▪
Risks and exposures associated with financial matters, particularly financial reporting, tax, accounting, disclosure, internal control over financial reporting, financial policies, investment guidelines and credit and liquidity matters
|
|
||
|
|
|
|
|
Compensation
|
Establishing the Company's general compensation philosophy
|
7
|
||
|
|
|
|
|
Compensation Committee Report:
|
Overseeing the Company's compensation programs and practices including any employment, severance and termination agreements, or arrangements with any
|
|
||
Page 32
|
Named Executive Officer
|
|
||
|
|
|
|
|
Charter last amended
June 2013
|
Reviewing and approving corporate goals and objectives relevant to the compensation of Named Executive Officers
|
|
||
|
|
|
|
|
|
Evaluating annually the performance of the Named Executive Officers in light of the goals and objectives
|
|
||
|
|
|
|
|
|
Determining the compensation level of each Named Executive Officer based on this evaluation
|
|
||
|
|
|
|
|
|
Primary areas of oversight:
|
|
||
|
▪
Risks and exposures associated with leadership assessment and executive compensation programs and arrangements, including incentive plans
|
|
||
|
|
|
|
|
Executive
|
Approving, subject to certain limitations, acquisitions, financings, and dispositions
|
0
|
||
|
|
|
||
|
Authorizing the execution, subject to certain limitations, of certain contracts and agreements, including those relating to the borrowing of money
|
|
||
|
|
|
||
|
Exercising generally all other powers of the Board, except for those that require action by all directors or the non-employee directors under the Company's articles of incorporation, bylaws or applicable law
|
|
||
|
|
|
•
|
the merger will merge one of the Company’s 90% or more owned subsidiaries into the Company without amending the charter other than in limited respects and without altering the contract rights of the stock of the subsidiary (in which case only the approval of the Board of Directors and the board of directors of the subsidiary is necessary);
|
•
|
the Company is the successor corporation in a share exchange (in which case only the approval of the Board of Directors is necessary); or
|
•
|
the Company is the survivor in the merger and the merger does not change the terms of any class or series of the Company’s outstanding stock, or otherwise amend the charter, and the number of shares of stock of each class or series outstanding immediately before the merger does not increase by more than 20% of the number of shares of each such class or series of stock that was outstanding immediately prior to effectiveness of the merger (in which case only the approval of the Board of Directors is necessary).
|
STOCKHOLDER ENGAGEMENT
|
|
TOPICS COVERED:
|
|
Operational, financial and strategic company objectives
|
Reputational risk
|
Board composition, qualifications, skills, diversity and leadership structure
|
Executive compensation policies and design
|
Board evaluations and refreshment
|
Risk management, including cybersecurity
|
Regulatory considerations
|
Corporate governance trends, including ESG considerations
|
Disclosure best practices
|
|
Chief Executive Officer
|
|
6 times annual base salary
|
|
|
|
President or Executive Vice President
|
|
3 times annual base salary
|
|
|
|
Senior Vice President
|
|
1 times annual base salary
|
Board Member (other than Chairman of the Board)
|
|
||
Quarterly Fee
|
$
|
18,750
|
|
|
|
||
Chairman of the Board
|
|
||
Quarterly Fee
|
25,000
|
|
|
|
|
||
Audit Committee
|
|
||
Chair Quarterly Fee
|
5,625
|
|
|
|
|
||
Compensation Committee
|
|
||
Chair Quarterly Fee
|
4,687
|
|
|
|
|
||
Nominating and Corporate Governance Committee
|
|
||
Chair Quarterly Fee
|
3,750
|
|
|
|
|
||
Strategic Planning and Risk Committee
|
|
||
Chair Quarterly Fee
|
3,000
|
|
Name (1)
|
|
Fees Earned or Paid in Cash
|
|
Stock Awards (2)
|
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings (3)
|
|
Total
|
|||||||
G. Steven Dawson
|
|
$
|
97,500
|
|
|
$
|
117,500
|
|
|
—
|
|
|
$
|
215,000
|
|
Cydney C. Donnell
|
|
93,750
|
|
|
117,500
|
|
|
—
|
|
|
211,250
|
|
|||
Mary C. Egan
|
|
86,000
|
|
|
117,500
|
|
|
—
|
|
|
203,500
|
|
|||
Edward Lowenthal
|
|
100,000
|
|
|
162,500
|
|
|
—
|
|
|
262,500
|
|
|||
Oliver Luck
|
|
90,000
|
|
|
117,500
|
|
|
—
|
|
|
207,500
|
|
|||
C. Patrick Oles, Jr.
|
|
75,000
|
|
|
117,500
|
|
|
—
|
|
|
192,500
|
|
|||
John T. Rippel
|
|
75,000
|
|
|
117,500
|
|
|
—
|
|
|
192,500
|
|
|||
Carla Piñeyro Sublett
|
|
54,396
|
|
|
117,500
|
|
|
—
|
|
|
171,896
|
|
(1)
|
William C. Bayless, Jr., Chief Executive Officer, is not included in this table as he is an employee and thus receives no compensation for his service as director. The compensation received by Mr. Bayless as an employee is shown in the Summary Compensation Table.
|
(2)
|
Represents aggregate grant date fair value of awards at date of grant. Assumptions used in the calculation of these amounts are included in note 11 to the Company’s audited financial statements for the year ended December 31, 2019 included in the annual report on Form 10-K for the year ended December 31, 2019. Certain shares have been deferred by the director pursuant to the deferred compensation plan as shown on the Security Ownership Table.
|
(3)
|
The Company does not have a pension plan. There were no earnings on nonqualified deferred compensation for directors that were above-market or preferential.
|
|
|
|
|
|
|
|
|
|
Jorge de Cárdenas has served as Executive Vice President and Chief Technology Officer since May 2015. He served as Senior Vice President and Chief Technology officer from March 2012 to May 2015 and as Senior Vice President of Information Technology from August 2005 to March 2012, and joined the Company’s predecessor entities in January 2004 as Vice President of IT. Prior to joining the Company, Jorge served as Director of Product Management for Emerging Technologies at Visa where he was responsible for defining product strategies and delivering application services to a global market. Jorge began his career developing software for NASA at Lockheed Engineering and Science. From 1991 to 1994, Jorge was a co-founder and principal consultant of Everest Technologies, Inc., an Oil & Gas IT consulting firm which was sold to SAIC, Inc. Between 1994 and 2000, he served in various capacities at technology startup companies including software architect, support manager, professional services manager, product management, and marketing. Jorge received a B.S. in Computer Science with specializations in Mathematics and Management from Texas A&M University. Age: 56.
|
|
|
|
|
|
|
Jorge de Cárdenas
EVP & CTO
|
|
|
|
|
|
|
|
|
|
|
|
James C. Hopke, Jr. has served as President since January 2017. Jim served as Executive Vice President and Chief Operating Officer from October 2014 to January 2017, as Executive Vice President-Asset Management from November 2013 to October 2014, as Executive Vice President-Project Management and Construction from November 2007 to November 2013 and as Executive Vice President and Chief Investment Officer from May 2005 to November 2007. From November 2002 to April 2005, Jim served as Vice President, Asset Management and Advisory Services for Wachovia Securities’ Real Estate Capital Markets group. From February 2000 to November 2002, he served as Senior Vice President, Acquisitions of the Company’s predecessor entities. Jim was previously a Vice President of JPI Development and Insignia Financial Group, and is a former MAI Member of The Appraisal Institute. Jim received a B.S. in Administrative Management from Clemson University. Age: 58.
|
|
|
|
|
|
|
James C.
Hopke, Jr.
President
|
|
|
|
|
|
|
|
|
|
|
|
Daniel B. Perry has served as Executive Vice President, Chief Financial Officer, Secretary and Treasurer since March 2017. Daniel served as Executive Vice President-Capital Markets from May 2011 to March 2017, as Senior Vice President-Capital Markets from November 2007 to May 2011 and as Vice President of Investments from February 2005 to November 2007. From 2002 to 2005, Daniel held positions in the investment banking division of Citigroup Global Markets, where he assisted with the successful completion of the Company’s initial public offering in 2004. From 1996 to 2001, he worked in the corporate finance divisions of BNP Paribas and NationsBank. Daniel holds a B.A. in Finance and Accounting from Texas A&M University and a M.B.A. from NYU’s Stern School of Business. Age: 46.
|
|
|
|
|
|
|
Daniel B. Perry
EVP & CFO
|
|
|
|
|
|
|
|
|
|
|
|
William W. Talbot has served as Executive Vice President and Chief Investment Officer since November 2012 and currently oversees the Company’s acquisitions, dispositions, off campus development and on campus public-private partnership development functions. William served as Executive Vice President-Investments from May 2011 to November 2012 and Senior Vice President-Investments from August 2005 to May 2011. William joined us in August 2001 as Director of Acquisitions and has served in various capacities, including Director of Asset Management and Vice President of Investments. Prior to joining the Company, William was an Acquisitions Analyst for Lend Lease Real Estate Investments, Inc. from 1997 until 2001, where he was involved in acquisitions on behalf of pension fund clients. William received a B.A. in Economics and Spanish from Vanderbilt University. Age: 45.
|
|
|
|
|
|
|
William W. Talbot
EVP & CIO
|
|
|
|
|
|
|
|
|
|
|
|
Kim K. Voss has served as Executive Vice President, Chief Accounting Officer and Assistant Secretary since January 2017. Kim served as Executive Vice President and Controller from May 2015 to January 2017 and is responsible for the Company’s accounting and financial reporting functions, including SEC reporting, technical accounting, internal controls, and financial systems implementation. She served as Senior Vice President and Controller from November 2007 to May 2015 and joined ACC in 2004 to help lead the Company’s accounting department through the initial public offering and transition to a publicly traded company. Kim began her career as an auditor with Arthur Andersen LLP in San Francisco, where her client base consisted primarily of REITs and other real estate entities. Prior to joining ACC, she served as an Assistant Controller with AMB Property Corporation (now Prologis). A Certified Public Accountant, Kim holds Bachelor of Business Administration and Master in Professional Accounting degrees from the University of Texas at Austin. Age: 44.
|
|
|
|
|
|
|
Kim K. Voss
EVP & CAO
|
|
|
|
|
|
|
|
|
|
|
|
James E. Wilhelm III has served as Executive Vice President, Public-Private Transactions since January 2009 and spearheads the American Campus Equity (ACE™) program. From July 2007 to January 2009, he was Senior Vice President, Public-Private Transactions. From June 2003 to July 2007, Jamie worked for RBC Capital Markets’ public finance department where he served as the managing director of the higher education sector. Prior to that time, he was a managing director with Banc One Capital Markets (currently JPMorgan Capital Markets) and held positions at McDonald & Company Securities (currently KeyBanc Capital Markets) and The Ohio Company (currently Fifth Third Capital Markets). Jamie is a graduate of Miami University with a B.S. in Finance. Age: 56.
|
|
|
|
|
|
|
James E. Wilhelm III
EVP Public-Private Transactions
|
|
|
Name of Beneficial Owner
|
|
Amount and Nature of Beneficial Ownership Number of Shares Beneficially Owned
|
|
Percent of Class
|
||
|
|
|
|
|
|
|
The Vanguard Group
|
|
20,288,928
|
|
(1)
|
|
14.6%
|
BlackRock, Inc.
|
|
16,374,216
|
|
(2)
|
|
11.8%
|
T. Rowe Price Associates, Inc
|
|
7,535,460
|
|
(3)
|
|
5.4%
|
William C. Bayless, Jr.
|
|
484,941
|
|
(4)
|
|
*
|
William W. Talbot
|
|
139,358
|
|
(5)
|
|
*
|
James C. Hopke, Jr.
|
|
113,256
|
|
(6)
|
|
*
|
Daniel B. Perry
|
|
107,589
|
|
(7)
|
|
*
|
Jennifer Beese
|
|
89,489
|
|
(8)
|
|
*
|
Edward Lowenthal
|
|
37,316
|
|
(9)
|
|
*
|
John T. Rippel
|
|
33,456
|
|
|
|
*
|
G. Steven Dawson
|
|
22,784
|
|
(10)
|
|
*
|
Cydney C. Donnell
|
|
21,478
|
|
|
|
*
|
C. Patrick Oles, Jr.
|
|
11,375
|
|
(11)
|
|
*
|
Mary C. Egan
|
|
5,241
|
|
|
|
*
|
Oliver Luck
|
|
4,647
|
|
|
|
*
|
Carla Piñeyro Sublett
|
|
2,393
|
|
(12)
|
|
*
|
All directors and executive officers as a group (16 persons)
|
|
1,213,035
|
|
|
|
*
|
*
|
Less than one percent.
|
(1)
|
This information is based upon information contained in filings made by the stockholder with the SEC reporting beneficial ownership as of December 31, 2019. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. The Vanguard Group possessed sole voting power over 214,963 shares, shared voting power over 158,376 shares, sole dispositive power over 20,078,396 shares and shared dispositive power over 210,532 shares.
|
(2)
|
This information is based upon information contained in filings made by the stockholder with the SEC reporting beneficial ownership as of December 31, 2019. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. BlackRock, Inc. possessed sole voting power over 15,791,561 shares and sole dispositive power over 16,374,216 shares.
|
(3)
|
This information is based upon information contained in filings made by the stockholder with the SEC reporting beneficial ownership as of December 31, 2019. The address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, MD 21202. T. Rowe Price Associates, Inc. possessed sole voting power over 1,450,956 shares and sole dispositive power over 7,535,460 shares.
|
(4)
|
Includes 229,486 unvested restricted stock awards (“RSAs”) and 52,500 common units of limited partnership interest in the Company’s Operating Partnership (“Common Units”). Such Common Units are immediately redeemable for cash or, at the Company‘s election, an equal number of shares of the Company’s common stock.
|
(5)
|
Includes 79,243 unvested RSAs and 3,800 Common Units. Such Common Units are immediately redeemable for cash or, at the Company’s election, an equal number of shares of the Company’s common stock.
|
(6)
|
Includes 76,643 unvested RSAs. Also includes 13,638 shares held in the Company’s deferred compensation plan with respect to which the trustee has voting rights.
|
(7)
|
Includes 63,910 unvested RSAs.
|
(8)
|
Includes 69,677 unvested RSAs.
|
(9)
|
Includes 16,170 shares held in the Company’s deferred compensation plan with respect to which the trustee has voting rights.
|
(10)
|
Includes 3,000 shares held in an individual retirement account for the benefit of Mr. Dawson’s spouse. Mr. Dawson, however, disclaims beneficial ownership of all of the foregoing shares. Also includes 12,784 shares held in the Company’s deferred compensation plan with respect to which the trustee has voting rights.
|
(11)
|
Includes 7,156 shares held in the Company’s deferred compensation plan with respect to which the trustee has voting rights.
|
Name
|
|
Title
|
William C. Bayless, Jr.
|
|
Chief Executive Officer
|
James C. Hopke, Jr.
|
|
President
|
William W. Talbot
|
|
Executive Vice President, Chief Investment Officer
|
Jennifer Beese
|
|
Executive Vice President, Chief Operating Officer
|
Daniel B. Perry
|
|
Executive Vice President, Chief Financial Officer
|
RECORD YEAR
|
15
|
93%
|
39%
|
Revenue, NOI, FFOM and FFOM per share
|
Consecutive Years of Same Store NOI Growth
|
Say-On-Pay Approval
(5 Year Average) |
Dividend Growth Since First Increase in 2012
|
•
|
Achieving record levels in total revenue, NOI, FFOM and FFOM per share;
|
•
|
Growing same store rental rate and rental revenue for the 15th consecutive year, measured by change in occupancy plus growth in rental rate as of September 30, 2019 versus 2018;
|
•
|
Outperforming its student housing peer set in the 2019/2020 academic year lease-up as detailed under 2019 Long-Term Equity Incentive Awards;
|
•
|
Producing same store NOI growth for the 15th consecutive year (every year since becoming a public company in 2004);
|
•
|
Delivering three new owned development projects totaling $297.1 million in investment into service at their collective underwritten yield, on-budget and on-schedule;
|
•
|
Achieving on-time delivery and 98.1% opening occupancy for the five new owned and presale development projects, resulting in full stabilization at opening;
|
•
|
Receiving five new on-campus development project awards which are expected to total over 12,000 beds with a total development value of approximately $2.5 billion. These project awards are anticipated to include both American Campus Equity (ACE®) on-campus developments and third-party development projects;
|
•
|
Advancing the company’s ESG program as outlined under Corporate Responsibility;
|
•
|
Increasing the common dividend to $1.88 per share on an annualized basis, the seventh consecutive increase, representing dividend growth of 39% since 2012.
|
TOPIC
|
ACTION
|
RATIONALE
|
Long-term Equity Incentive
|
Inclusion of a metric to evaluate the Company’s same store lease-up results relative to student housing peers
|
The Company has no publicly traded direct business competitors specialized in student housing. As such, to incorporate a student housing specific performance assessment, a metric evaluating the Company’s lease-up results relative to private student housing peers was added. The metric compares the Company’s achieved same store rental rate growth and occupancy in its same store markets as of September 30 versus the average rental rate growth and occupancy achieved by student housing properties located within one-half of a mile as tracked and reported by a third-party service in those same markets.
|
ü DO align pay and performance by linking a substantial portion of compensation to the achievement of pre-established performance measures that drive stockholder value
|
|
û DO NOT base incentive awards on a single performance measure, thereby discouraging unnecessary or excessive risk-taking
|
ü DO provide executive officers with the opportunity to earn market-competitive compensation through a mix of cash and equity compensation, with strong emphasis on performance-based incentive awards
|
|
û DO NOT provide guaranteed minimum payouts or uncapped award opportunities
|
ü DO have a robust peer selection process and benchmark executive compensation to target the median of the comparative group of peer companies
|
|
û DO NOT reprice or permit cash buyouts of underwater stock options
|
ü DO require executive officers and directors to own and retain shares of common stock that have significant value to further align interests with stockholders
|
|
û DO NOT provide executive officers with excessive perquisites or other personal benefits
|
ü DO enhance alignment with long-term shareholder value and executive officer retention with 5-year vesting schedules for equity incentive awards earned for prior-year performance
|
|
û DO NOT provide executive officers with pension or retirement benefits other than pursuant to a 401(k) plan and a deferred compensation plan
|
ü DO enable the Board to “claw back” incentive compensation in the event of an accounting restatement due to material non-compliance with financial reporting requirements as a result of misconduct by executive officers
|
|
û DO NOT permit executive officers or directors to engage in derivative or other hedging transactions in the Company’s securities
|
ü DO prohibit new tax gross-up arrangements under anti-tax gross-up policy
|
|
û DO NOT provide accelerated vesting upon a change of control under the 2018 Incentive Award Plan
|
ü DO maintain a Compensation Committee comprised solely of independent directors
|
|
û DO NOT provide single-trigger change of control benefits
|
ü DO engage an independent compensation consultant to advise the Compensation Committee on executive compensation matters and establishing an appropriate peer group
|
|
û DO NOT permit executive officers and directors to hold the Company's securities in margin accounts or to otherwise pledge the securities to secure loans
|
•
|
Attract, retain and motivate talented executives;
|
•
|
Reward performance that meets or exceeds pre-established Company and tailored individual goals consistent with the Company’s strategic plan, while maintaining alignment with stockholders;
|
•
|
Provide balanced incentives that discourage excessive risk-taking;
|
•
|
Retain sufficient flexibility to permit executive officers to manage risk and adjust appropriately to meet rapidly changing market and business conditions;
|
•
|
Evaluate performance by balancing consideration of those measures management can directly influence with market forces that management cannot control (such as monetary policy and interest rate expectations), but that impact stockholder value;
|
•
|
Encourage executives to become and remain long-term stockholders of the Company; and
|
•
|
Maintain compensation and corporate governance practices that support the Company’s goal to deliver sustained, superior returns to stockholders.
|
•
|
Industry and business strategy - companies with similar business models, philosophies, and investment criteria.
|
•
|
Ownership structure - companies organized as publicly traded REITs.
|
•
|
Size - companies which are similar in size and scope, with the primary measure being total capitalization and leasable units under management.
|
•
|
Operational intensity - companies with a comparable number of leasing units administered and similar complexity of diverse business activities and geographic reach.
|
•
|
Complexity - companies engaged in transactions of a similar complex nature, such as development activities, joint ventures, and public/private partnerships.
|
•
|
Talent - companies that the Company competes with for executive talent.
|
•
|
Index - companies classified within the FTSE NAREIT Residential Index, as well as relative weighting within the Index.
|
•
|
Other considerations - companies the Company competes with for investors, or which key analysts and proxy advisory firms name as a peer and which cite us as a peer.
|
PRINCIPAL ELEMENTS OF PAY
|
||
The elements of the Company’s executive compensation program are presented below in summary format.
|
||
COMPONENT
|
FORM
|
PURPOSE
|
|
|
|
Base Salary
|
Cash
|
Provide a competitive fixed rate of pay recognizing different levels of responsibility and performance within the Company.
|
|
|
|
Annual Incentive
|
Performance
Cash Award
|
Reward executives for achieving transactional, operational, financial and strategic objectives.
|
|
|
|
Long-Term Incentive
|
Performance
Shares (RSAs)
|
Motivate executives to achieve pre-established financial goals, superior TSR performance and tailored individual goals consistent with the Company’s strategic plan. Provides retention benefits and enhanced stockholder alignment.
|
|
|
|
Other Benefits and Perquisites
|
Health, Welfare and Retirement Programs
|
Executives are generally eligible to participate in the same benefit programs that are offered to non-executive employees. Company benefits are designed to provide market competitive benefits to protect employees’ and their covered dependents’ health and welfare and provide retirement benefits.
|
Name
|
|
Performance Year
|
|
Salary
|
|
Annual Cash Incentive Award
|
|
Value of Long-Term Equity Incentive Award
|
|
Total Direct Compensation(1)
|
||||||||
William C. Bayless, Jr.
|
|
2019
|
|
$
|
800,000
|
|
|
$
|
1,275,000
|
|
|
$
|
4,532,400
|
|
|
$
|
6,607,400
|
|
|
|
2018
|
|
790,500
|
|
|
1,100,000
|
|
|
3,230,000
|
|
|
5,120,500
|
|
||||
|
|
2017
|
|
775,000
|
|
|
875,000
|
|
|
2,325,000
|
|
|
3,975,000
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
William W. Talbot
|
|
2019
|
|
$
|
453,100
|
|
|
$
|
800,000
|
|
|
$
|
1,699,650
|
|
|
$
|
2,952,750
|
|
|
|
2018
|
|
394,000
|
|
|
625,000
|
|
|
1,070,000
|
|
|
2,089,000
|
|
||||
|
|
2017
|
|
382,500
|
|
|
450,000
|
|
|
765,000
|
|
|
1,597,500
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Jennifer Beese
|
|
2019
|
|
$
|
432,600
|
|
|
$
|
750,000
|
|
|
$
|
1,636,700
|
|
|
$
|
2,819,300
|
|
|
|
2018
|
|
360,500
|
|
|
600,000
|
|
|
980,000
|
|
|
1,940,500
|
|
||||
|
|
2017
|
|
350,000
|
|
|
450,000
|
|
|
700,000
|
|
|
1,500,000
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
James C. Hopke, Jr.
|
|
2019
|
|
$
|
475,000
|
|
|
$
|
650,000
|
|
|
$
|
1,353,425
|
|
|
$
|
2,478,425
|
|
|
|
2018
|
|
463,500
|
|
|
550,000
|
|
|
1,260,000
|
|
|
2,273,500
|
|
||||
|
|
2017
|
|
450,000
|
|
|
450,000
|
|
|
850,000
|
|
|
1,750,000
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Daniel B. Perry
|
|
2019
|
|
$
|
432,600
|
|
|
$
|
650,000
|
|
|
$
|
1,353,425
|
|
|
$
|
2,436,025
|
|
|
|
2018
|
|
360,500
|
|
|
550,000
|
|
|
980,000
|
|
|
1,890,500
|
|
||||
|
|
2017
|
|
350,000
|
|
|
450,000
|
|
|
700,000
|
|
|
1,500,000
|
|
(1)
|
Total direct compensation consists of base salary, annual cash incentive awards and long-term equity incentive awards for the respective performance year. It does not include amounts shown in the “All Other Compensation” column of the 2019 Summary Compensation Table.
|
|
Base Salary
|
|
Year-Over-Year % Change
|
||||||
|
2019
|
|
2018
|
|
|||||
William C. Bayless, Jr.
|
$
|
800,000
|
|
|
$
|
790,500
|
|
|
1.2%
|
William W. Talbot
|
$
|
453,100
|
|
|
$
|
394,000
|
|
|
15.0%
|
Jennifer Beese
|
$
|
432,600
|
|
|
$
|
360,500
|
|
|
20.0%
|
James C. Hopke, Jr.
|
$
|
475,000
|
|
|
$
|
463,500
|
|
|
2.5%
|
Daniel B. Perry
|
$
|
432,600
|
|
|
$
|
360,500
|
|
|
20.0%
|
|
|
|
Cash Incentive Opportunity
|
||||||||||
|
Executive
|
|
Threshold
|
|
Target
|
|
Maximum
|
||||||
|
William C. Bayless, Jr.
|
|
|
$637,500
|
|
|
|
$1,275,000
|
|
|
|
$1,912,500
|
|
|
William W. Talbot
|
|
|
$400,000
|
|
|
|
$800,000
|
|
|
|
$1,200,000
|
|
|
Jennifer Beese
|
|
|
$375,000
|
|
|
|
$750,000
|
|
|
|
$1,125,000
|
|
|
James C. Hopke, Jr.
|
|
|
$325,000
|
|
|
|
$650,000
|
|
|
|
$975,000
|
|
|
Daniel B. Perry
|
|
|
$325,000
|
|
|
|
$650,000
|
|
|
|
$975,000
|
|
|
Goals
|
|
Actual
|
||||
|
Threshold
|
|
Target
|
|
Maximum
|
|
Performance
|
|
|
|
|
|
|
|
|
Owned property NOI $
|
$482.8 million
|
|
$487.4 million
|
|
$492.0 million
|
|
$490.0 million
|
FFOM $
|
$325.9 million
|
|
$333.3 million
|
|
$340.0 million
|
|
$336.2 million
|
|
|
|
|
|
|
|
|
Same store NOI growth for full year 2019 compared to 2018
|
1.6%
|
|
2.5%
|
|
3.4%
|
|
2.7%
|
Same store rental revenue growth for Fall 2019 lease-up
|
1.5%
|
|
2.25%
|
|
3.0%
|
|
1.7% (1)
|
Same store operating margin
|
54.4%
|
|
54.7%
|
|
55.0%
|
|
55.3%
|
Year 1 yields on 2019 developments
|
n/a
|
|
6.3%
|
|
n/a
|
|
6.3%
|
Rental revenue growth for 2019 / 2020 academic year for 2018 developments
|
n/a
|
|
3.9%
|
|
n/a
|
|
3.6%
|
External growth during 2019 consistent with the Company’s strategic
business plan |
n/a
|
|
n/a
|
|
n/a
|
|
$358.0 million
|
Joint ventures and/or dispositions during 2019
|
$100 million
|
|
n/a
|
|
$190 million
|
|
$109.5 million
|
(1)
|
Same store rental revenue growth for the Fall 2019 lease-up adjusted to include only the Company's 55% share of the Austin portfolio, which is held through a joint venture, was 2.0%.
|
NAMED EXECUTIVE OFFICER
|
|
INDIVIDUAL AND DEPARTMENTAL PERFORMANCE OBJECTIVES
|
|
|
|
William C. Bayless, Jr.
|
•
|
Set the Company's strategic vision.
|
|
•
|
Provided outstanding leadership.
|
|
•
|
Refined and enhanced the Company's long-term strategic business plan.
|
|
•
|
Ensured collaborative stakeholder communication in the midst of changing market dynamics.
|
|
•
|
Collaborated with the Board of Directors on strategic succession planning, ensuring the breadth and depth of talent at all leadership levels is fully exploited.
|
|
|
|
William W. Talbot
|
•
|
Enhanced the quality of the Company's portfolio through strategic capital recycling.
|
|
•
|
Strengthened the Company's portfolio through development activities.
|
|
•
|
With Mr. Perry, continued to develop relationships with potential institutional and joint venture partners, adding to the Company's available capital sources.
|
|
|
|
Jennifer Beese
|
•
|
Effectively managed the Company's operating platform and annual leasing process.
|
|
•
|
Maintained the Company's reputation as a great place to live, with a focus on resident satisfaction.
|
|
•
|
Led the Company's culture initiatives, ensuring both corporate and on-site property employees are highly satisfied with the Company's work environment.
|
|
|
|
James C. Hopke, Jr.
|
•
|
Continued the development and implementation of asset management initiatives resulting in significant value creation and operating expense controls.
|
|
•
|
Oversaw and provided strategic leadership to the Company's information technology function.
|
|
•
|
Advancement of the Company's corporate social responsibility goals and overall ESG program.
|
|
|
|
Daniel B. Perry
|
•
|
Provided effective oversight of the Company's capital markets, accounting, financial reporting, risk management, tax, and investor relations functions.
|
|
•
|
With Mr. Talbot, continued to develop relationships with potential institutional partners, adding to the Company's available capital sources.
|
|
•
|
Proactively managed multi-year financial planning and budgeting capabilities and identified cash flow optimization opportunities.
|
|
Award
|
||
William C. Bayless, Jr.
|
$
|
1,275,000
|
|
William W. Talbot
|
$
|
800,000
|
|
Jennifer Beese
|
$
|
750,000
|
|
James C. Hopke, Jr.
|
$
|
650,000
|
|
Daniel B. Perry
|
$
|
650,000
|
|
|
|
|
Long-Term Incentive Opportunity
|
||||||||||
|
Executive
|
|
Threshold
|
|
Target
|
|
Maximum
|
||||||
|
William C. Bayless, Jr.
|
|
|
$1,800,000
|
|
|
|
$3,600,000
|
|
|
|
$5,400,000
|
|
|
William W. Talbot
|
|
|
$675,000
|
|
|
|
$1,350,000
|
|
|
|
$2,025,000
|
|
|
Jennifer Beese
|
|
|
$650,000
|
|
|
|
$1,300,000
|
|
|
|
$1,950,000
|
|
|
James C. Hopke, Jr.
|
|
|
$537,500
|
|
|
|
$1,075,000
|
|
|
|
$1,612,500
|
|
|
Daniel B. Perry
|
|
|
$537,500
|
|
|
|
$1,075,000
|
|
|
|
$1,612,500
|
|
|
|
|
|
|
Targets
|
|
Actual Performance
|
||||
|
Metric
|
|
Weighting
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GOAL 1:
|
|
|
|
|
|
|
|
|
|
|
|
2019 Absolute TSR
|
|
10%
|
|
4%
|
|
8%
|
|
12%
|
|
18.3%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GOAL 2:
|
|
|
|
|
|
|
|
|
|
|
|
2019 Relative TSR vs. MSCI US REIT Index - 3 years(1)
|
|
10%
|
|
25th percentile
|
|
50th percentile
|
|
75th percentile
|
|
32nd
percentile
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GOAL 3:
|
|
|
|
|
|
|
|
|
|
|
|
2019 FFOM per share-diluted
|
|
10%
|
|
$2.30
|
|
$2.40
|
|
$2.45
|
|
$2.42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GOAL 4:
|
|
|
|
|
|
|
|
|
|
|
|
2019 same store lease-up performance versus student housing competitive properties
|
|
20%
|
|
0.5%
|
|
1.0%
|
|
1.75%
|
|
2.8%
|
|
Objective Criteria
|
|
50%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GOAL 5:
|
|
|
|
|
|
|
|
|
|
|
|
Subjective Criteria
|
|
50%
|
|
Subject to the determination of the
|
|
|
||||
|
|
|
|
|
Compensation Committee
|
|
|
||||
|
|
|
100%
|
|
|
|
|
(1)
|
The relative TSR comparison was measured against the total return version of the MSCI US REIT Index (RMS) for the three years ended December 31, 2019.
|
NAMED EXECUTIVE OFFICER
|
|
STRATEGIC INITIATIVE ADVANCEMENTS
|
|
|
|
William C. Bayless, Jr.
|
•
|
Continued to reinforce the Company’s culture of excellence, collaboration and results-driven performance.
|
|
•
|
Envisioned the Company’s 10-year business strategy and potential growth opportunities and collaborated with the executive team to define strategic implementation.
|
|
•
|
Advanced the Company’s NextGen software and business intelligence initiatives by improving the sophistication of product development, pricing strategies, market research and investment strategies.
|
|
•
|
Energized the American Campus brand recognition through engagement with organizations, events and media, creating extended visibility for the Company in the student housing, REIT and corporate communities.
|
|
•
|
Implemented actionable strategies from the results of an extensive strategic planning exercise with the executive team utilizing the strengths/opportunities/aspirations/results (“SOAR”) methodology.
|
|
•
|
Met with key stakeholders, equity and fixed income investors and research analysts to convey the Company’s message of focused capital allocation and continued operational improvement.
|
|
•
|
Worked with executive team to analyze human resource productivity metrics and multi-year corporate staffing trends, ensuring the Company’s employee base is organized in a manner to allow for efficiency and future scalability.
|
|
|
|
William W. Talbot
|
•
|
Led external growth efforts for 2019, which resulted in the delivery of five owned and presale development projects totaling $407.3 million of development cost on schedule, on budget and in-line with underwritten yield expectations.
|
|
•
|
Oversaw ongoing development of a $615 million, 10,440-bed housing project for college students participating in the Disney College Program, which will be delivered in multiple phases through 2023.
|
|
•
|
Executed capital recycling activity, which resulted in the closing of $109.5 million of dispositions taking advantage of strong private market valuations for student housing properties.
|
|
•
|
Continued to expand the Company's successful public-private partnership business with university clients, being awarded five on-campus development projects and achieving a record level of third-party development fee income.
|
|
•
|
Performed extensive market and product evolution analysis including evaluation of detailed supply and demand metrics at the amenity and unit-plan level.
|
|
|
|
Jennifer Beese
|
•
|
Successfully completed the annual Fall lease-up of the Company’s entire portfolio, achieving positive same store rental revenue growth for the 15th consecutive year (each year since the Company’s IPO).
|
|
•
|
Achieved 98.1% opening occupancy for the 5 new owned and presale development projects delivered in 2019, resulting in all projects reaching full stabilization at opening.
|
|
•
|
Oversaw development of live inventory systems allowing flexible inventory, attribute and pricing configurations as well as implementation of proprietary business dashboards designed to improve decision execution and user response times.
|
|
•
|
With Mr. Hopke, oversaw and actively participated in the development of the Company's NextGen systems initiatives which resulted in significant capability improvements to the operating platform.
|
|
•
|
Led the Company's best-in-class property operations, marketing and leasing, and human resource teams, producing record levels of revenue and NOI.
|
|
|
|
James C. Hopke, Jr.
|
•
|
Successfully led the Company's Technology Steering Committee, including working with Ms. Beese to implement significant improvements to the Company's operating platform through the development of NextGen systems.
|
|
•
|
Advanced internal financial reporting processes and tools to more efficiently report on property operating and leasing performance with improved forecasting accuracy.
|
|
•
|
With Mr. Perry, implemented improved programs for rolling property-level operational and cash forecasting, which facilitated proactive decision making, improved cost control and operational performance.
|
|
•
|
With the Investor Relations team, led the Company's Environmental, Social, and Governance ("ESG") initiatives, completing initial assessments, peer benchmarking, initial data collection procedures, and issuing the Company's initial public letter stating its dedication to sustainability.
|
|
•
|
Collaborated with the Company's information technology and internal audit teams to advance initiatives related to assessing and, where applicable, aligning with new and evolving data privacy and security regulations.
|
NAMED EXECUTIVE OFFICER
|
|
STRATEGIC INITIATIVE ADVANCEMENTS
|
|
|
|
Daniel B. Perry
|
•
|
Employed a prudent capital allocation strategy to address the capital needs of the Company's vibrant development pipeline, in an environment where the Company' public equity is undervalued.
|
|
•
|
With Mr. Hopke and the Investor Relations team, advanced the Company's Environmental, Social, and Governance ("ESG") initiatives, completing initial assessments, peer benchmarking, and initial data collection procedures.
|
|
•
|
Made further improvements to the corporate budget process, employing robust productivity analytics and other statistical analysis to facilitate executive review.
|
|
•
|
With Mr. Hopke, implemented improved programs for rolling property-level operational and cash forecasting, which facilitated proactive decision making, improved cost control and operational performance.
|
|
•
|
Managed the Company’s attractive liquidity and debt profile by completing a $300 million increase in the Company’s revolving credit facility to $1.0 billion, a $400 million 7-year unsecured bond issuance at 3.30% and hedging $310 million in floating rate debt with a floating-to-fixed interest rate swap that created immediate cash savings and locked in an attractive interest rate for the Company.
|
|
Award
|
||
William C. Bayless, Jr.
|
$
|
4,532,400
|
|
William W. Talbot
|
$
|
1,699,650
|
|
Jennifer Beese
|
$
|
1,636,700
|
|
James C. Hopke, Jr.
|
$
|
1,353,425
|
|
Daniel B. Perry
|
$
|
1,353,425
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
|
|
|
||||||||||||
Name and Principal
|
|
|
|
|
|
|
|
|
Stock
|
|
Incentive Plan
|
|
All Other
|
|
|
|||||||||||||
Position
|
|
Year
|
|
Salary
|
|
|
Bonus
|
|
Awards (1)
|
|
|
Compensation(2)
|
|
Compensation
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
William C. Bayless, Jr.
|
|
2019
|
|
$
|
800,000
|
|
|
|
$
|
—
|
|
|
$
|
3,230,000
|
|
|
$
|
1,275,000
|
|
|
$
|
497,845
|
|
(3)
|
|
$
|
5,802,845
|
|
Chief Executive
|
|
2018
|
|
$
|
790,500
|
|
|
|
—
|
|
|
2,325,000
|
|
|
1,100,000
|
|
|
457,498
|
|
(4)
|
|
4,672,998
|
|
|||||
Executive Officer
|
|
2017
|
|
775,000
|
|
|
|
—
|
|
|
3,300,000
|
|
|
875,000
|
|
|
435,684
|
|
(5)
|
|
5,385,684
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
James C. Hopke, Jr.
|
|
2019
|
|
$
|
475,000
|
|
|
|
$
|
—
|
|
|
$
|
1,260,000
|
|
|
$
|
650,000
|
|
|
$
|
140,271
|
|
(3)
|
|
$
|
2,525,271
|
|
President
|
|
2018
|
|
463,500
|
|
|
|
—
|
|
|
850,000
|
|
|
550,000
|
|
|
113,136
|
|
(4)
|
|
1,976,636
|
|
||||||
|
|
2017
|
|
450,000
|
|
|
|
—
|
|
|
1,000,000
|
|
|
450,000
|
|
|
92,724
|
|
(5)
|
|
1,992,724
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
William W. Talbot
|
|
2019
|
|
$
|
453,100
|
|
|
|
$
|
—
|
|
|
$
|
1,070,000
|
|
|
$
|
800,000
|
|
|
$
|
137,358
|
|
(3)
|
|
$
|
2,460,458
|
|
Executive Vice President,
|
|
2018
|
|
394,000
|
|
|
|
—
|
|
|
765,000
|
|
|
625,000
|
|
|
120,217
|
|
(4)
|
|
1,904,217
|
|
||||||
Chief Investment Officer
|
|
2017
|
|
382,500
|
|
|
|
—
|
|
|
1,000,000
|
|
|
450,000
|
|
|
107,007
|
|
(5)
|
|
1,939,507
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Jennifer Beese
|
|
2019
|
|
$
|
432,600
|
|
|
|
$
|
—
|
|
|
$
|
980,000
|
|
|
$
|
750,000
|
|
|
$
|
96,994
|
|
(3)
|
|
$
|
2,259,594
|
|
Executive Vice President,
|
|
2018
|
|
360,500
|
|
|
|
—
|
|
|
700,000
|
|
|
600,000
|
|
|
73,112
|
|
(4)
|
|
1,733,612
|
|
||||||
Chief Operating Officer
|
|
2017
|
|
350,000
|
|
|
|
—
|
|
|
525,000
|
|
|
450,000
|
|
|
53,055
|
|
(5)
|
|
1,378,055
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Daniel B. Perry
|
|
2019
|
|
$
|
432,600
|
|
|
|
$
|
—
|
|
|
$
|
980,000
|
|
|
$
|
650,000
|
|
|
$
|
103,791
|
|
(3)
|
|
$
|
2,166,391
|
|
Executive Vice President,
|
|
2018
|
|
360,500
|
|
|
|
—
|
|
|
700,000
|
|
|
550,000
|
|
|
81,160
|
|
(4)
|
|
1,691,660
|
|
||||||
Chief Financial Officer,
|
|
2017
|
|
350,000
|
|
|
|
—
|
|
|
525,000
|
|
|
450,000
|
|
|
62,990
|
|
(5)
|
|
1,387,990
|
|
||||||
Treasurer and Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The dollar amount recognized for the following awards of shares were valued at the aggregate grant date fair value of awards granted in accordance with ASC 718, Compensation-Stock Compensation. Assumptions used in the calculation of these amounts are included in note 11 to the Company’s audited financial statements for the year ended December 31, 2019, included in the annual report on Form 10-K for the year ended December 31, 2019.
|
|
|
2017 (a)
|
|
2018 (b)
|
|
2019 (c)
|
William C. Bayless, Jr.
|
|
67,957
|
|
58,995
|
|
73,326
|
James C. Hopke, Jr.
|
|
20,593
|
|
21,568
|
|
28,604
|
William W. Talbot
|
|
20,593
|
|
19,411
|
|
24,291
|
Jennifer Beese
|
|
10,811
|
|
17,762
|
|
22,247
|
Daniel B. Perry
|
|
10,811
|
|
17,762
|
|
22,247
|
(a)
|
Includes the portion of annual bonus paid in RSAs and long-term incentive compensation as determined by the Compensation Committee in January 2017 based on achievement of goals determined in January 2016.
|
(b)
|
Includes the portion of annual bonus paid in RSAs and long-term incentive compensation as determined by the Compensation Committee in January 2018 based on achievement of goals determined in January 2017.
|
(c)
|
Includes the portion of annual bonus paid in RSAs and long-term incentive compensation as determined by the Compensation Committee in January 2019 based on achievement of goals determined in January 2018.
|
(2)
|
Reflects the cash portion of annual bonuses per respective year as noted.
|
(3)
|
Includes the following:
|
|
|
Dividends on Common Units
|
|
Dividends on Unvested RSAs
|
|
401(k) Matching Contributions
|
||||||
William C. Bayless, Jr.
|
|
$
|
98,175
|
|
|
$
|
394,911
|
|
|
$
|
4,759
|
|
James C. Hopke, Jr.
|
|
—
|
|
|
136,004
|
|
|
4,267
|
|
|||
William W. Talbot
|
|
7,106
|
|
|
125,502
|
|
|
4,750
|
|
|||
Jennifer Beese
|
|
—
|
|
|
96,994
|
|
|
—
|
|
|||
Daniel B. Perry
|
|
—
|
|
|
99,042
|
|
|
4,749
|
|
(4)
|
Includes the following:
|
|
|
Dividends on Common Units
|
|
Dividends on Unvested RSAs
|
|
401(k) Matching Contributions
|
||||||
William C. Bayless, Jr.
|
|
$
|
95,550
|
|
|
$
|
357,323
|
|
|
$
|
4,625
|
|
James C. Hopke, Jr.
|
|
—
|
|
|
108,980
|
|
|
4,156
|
|
|||
William W. Talbot
|
|
6,916
|
|
|
108,676
|
|
|
4,625
|
|
|||
Jennifer Beese
|
|
—
|
|
|
73,112
|
|
|
—
|
|
|||
Daniel B. Perry
|
|
—
|
|
|
76,535
|
|
|
4,625
|
|
(5)
|
Includes the following:
|
|
|
Dividends on Common Units
|
|
Dividends on Unvested RSAs
|
|
401(k) Matching Contributions
|
||||||
William C. Bayless, Jr.
|
|
$
|
91,350
|
|
|
$
|
339,834
|
|
|
$
|
4,500
|
|
James C. Hopke, Jr.
|
|
—
|
|
|
88,641
|
|
|
4,083
|
|
|||
William W. Talbot
|
|
6,612
|
|
|
95,895
|
|
|
4,500
|
|
|||
Jennifer Beese
|
|
—
|
|
|
53,055
|
|
|
—
|
|
|||
Daniel B. Perry
|
|
—
|
|
|
58,490
|
|
|
4,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
Grant
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Date Fair
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Value of
|
|||||||||||
|
|
|
|
Estimated Future Payouts Under
|
|
Estimated Future Payouts Under
|
|
Number
|
|
Stock and
|
|||||||||||||||||||
|
|
Grant Date
|
|
Non-Equity Incentive Plan Awards
|
|
Equity Incentive Plan Awards
|
|
of
|
|
Option
|
|||||||||||||||||||
Name
|
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Shares
|
|
Awards (3)
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
William C.
|
|
1/24/20
|
(1)
|
—
|
|
|
$
|
700,000
|
|
|
$
|
1,600,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
n/a
|
||
Bayless, Jr.
|
|
1/24/19
|
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73,326
|
|
|
$
|
3,230,000
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
James C.
|
|
1/24/20
|
(1)
|
—
|
|
|
$
|
415,625
|
|
|
$
|
950,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
n/a
|
||
Hopke, Jr.
|
|
1/24/19
|
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,604
|
|
|
$
|
1,260,000
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
William W.
|
|
1/24/20
|
(1)
|
—
|
|
|
$
|
396,463
|
|
|
$
|
906,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
n/a
|
||
Talbot
|
|
1/24/19
|
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,291
|
|
|
$
|
1,070,000
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Jennifer
|
|
1/24/20
|
(1)
|
—
|
|
|
$
|
378,525
|
|
|
$
|
865,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
n/a
|
||
Beese
|
|
1/24/19
|
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,247
|
|
|
$
|
980,000
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Daniel B.
|
|
1/24/20
|
(1)
|
—
|
|
|
$
|
378,525
|
|
|
$
|
865,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
n/a
|
||
Perry
|
|
1/24/19
|
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,247
|
|
|
$
|
980,000
|
|
(1)
|
Information for annual bonus program for which the target award was 50% to 125% of base salary for achieving the stated objectives and the maximum award is up to 200% of base salary for significantly exceeding the stated objectives or to reward significant accomplishments, in each case subject to the discretion of the Compensation Committee to determine the appropriate level of incentive compensation based on individual performance, Company performance and other items the Committee may deem important. The Committee did not use pre-set thresholds or multiples to determine awards under the long-term incentive compensation program.
|
(2)
|
RSAs granted in January 2019 for performance in 2018. Vest in five equal annual installments beginning on February 28 of the year following the year of grant.
|
(3)
|
The base price is equal to the closing price of the Company’s common stock on the grant date.
|
•
|
Annual base salaries, subject in each case to increases in accordance with the Company’s normal executive compensation practices;
|
•
|
Eligibility for annual cash bonus awards determined by the Compensation Committee or in the event that a formal annual bonus plan is in place for other senior executives, the bonus will be determined in accordance with the terms of the bonus plan on the same basis as other senior executives (with appropriate adjustments due to title and salary); and
|
•
|
Participation in other employee benefit plans applicable generally to executives.
|
|
|
Stock Awards
|
|||||
Name
|
|
Number of Shares or Units of Stock That Have Not Vested (1)
|
|
Market Value of Shares or Units of Stock That Have Not Vested
|
|||
William C. Bayless, Jr.
|
|
196,708
|
|
|
$
|
9,251,177
|
|
James C. Hopke, Jr.
|
|
68,649
|
|
|
3,228,562
|
|
|
William W. Talbot
|
|
62,834
|
|
|
2,955,083
|
|
|
Jennifer Beese
|
|
49,094
|
|
|
2,308,891
|
|
|
Daniel B. Perry
|
|
50,026
|
|
|
2,352,723
|
|
(1)
|
Vest in five equal annual installments beginning on February 28 in the year following the year of grant.
|
|
|
Stock Awards
|
||||
Name
|
|
Number of Shares Acquired on Vesting
|
|
Value Realized on Vesting
|
||
|
|
|
|
|
||
William C. Bayless, Jr.
|
|
58,843 (1)
|
|
$
|
2,651,466
|
|
James C. Hopke, Jr.
|
|
16,589 (2)
|
|
747,500
|
|
|
William W. Talbot
|
|
17,395 (3)
|
|
783,819
|
|
|
Jennifer Beese
|
|
11,280 (4)
|
|
508,277
|
|
|
Daniel B. Perry
|
|
11,941 (5)
|
|
538,107
|
|
(1)
|
Of these shares, 23,155 shares were withheld to satisfy related tax liabilities.
|
(2)
|
Of these shares, 5,050 shares were withheld to satisfy related tax liabilities.
|
(3)
|
Of these shares, 6,845 shares were withheld to satisfy related tax liabilities.
|
(4)
|
Of these shares, 4,439 shares were withheld to satisfy related tax liabilities.
|
(5)
|
Of these shares, 4,700 shares were withheld to satisfy related tax liabilities.
|
•
|
A cash payment equal to 299% for Mr. Bayless and 100% for Messrs. Hopke, Talbot and Perry and Ms. Beese, in each case times the sum of his or her then-current annual base salary plus the average annual cash bonus paid or payable in respect of the three years immediately prior to the year of termination;
|
•
|
A prorated cash bonus for the year in which the termination occurs equal to the greater of (i) the annual cash bonus paid or payable in respect to the year immediately prior to the year in which the termination occurs or (ii) the target cash bonus for the year in which the termination occurs;
|
•
|
Health benefits for two years following the executive’s termination of employment at the same cost to the executive as in effect immediately preceding such termination, subject to reduction to the extent that the executive receives comparable benefits from a subsequent employer;
|
•
|
All of the executive’s RSAs vest; and
|
•
|
Excise tax equalization payments for Messrs. Bayless and Hopke.
|
Name
|
|
Benefit
|
|
Without Cause or For Good Reason
|
||
William C. Bayless, Jr.
|
|
Severance payment
|
|
$
|
3,475,333
|
|
|
|
RSA vesting
|
|
9,251,177
|
|
|
|
|
Bonus
|
|
1,275,000
|
|
|
|
|
Health benefits
|
|
26,294
|
|
|
|
|
Excise tax equalization payments
|
|
—
|
|
|
|
|
|
|
$
|
14,027,804
|
|
|
|
|
|
|
||
James C. Hopke, Jr.
|
|
Severance payment
|
|
$
|
1,025,000
|
|
|
|
RSA vesting
|
|
3,228,562
|
|
|
|
|
Bonus
|
|
650,000
|
|
|
|
|
Health benefits
|
|
38,396
|
|
|
|
|
Excise tax equalization payments
|
|
—
|
|
|
|
|
|
|
$
|
4,941,958
|
|
|
|
|
|
|
||
William W. Talbot
|
|
Severance payment
|
|
$
|
1,078,100
|
|
|
|
RSA vesting
|
|
2,955,083
|
|
|
|
|
Bonus
|
|
800,000
|
|
|
|
|
Health benefits
|
|
38,396
|
|
|
|
|
Excise tax equalization payments
|
|
—
|
|
|
|
|
|
|
$
|
4,871,579
|
|
|
|
|
|
|
||
Jennifer Beese
|
|
Severance payment
|
|
$
|
1,032,600
|
|
|
|
RSA vesting
|
|
2,308,891
|
|
|
|
|
Bonus
|
|
750,000
|
|
|
|
|
Health benefits
|
|
24,615
|
|
|
|
|
Excise tax equalization payments
|
|
—
|
|
|
|
|
|
|
$
|
4,116,106
|
|
|
|
|
|
|
||
Daniel B. Perry
|
|
Severance payment
|
|
$
|
982,600
|
|
|
|
RSA vesting
|
|
2,352,723
|
|
|
|
|
Bonus
|
|
650,000
|
|
|
|
|
Health benefits
|
|
38,396
|
|
|
|
|
Excise tax equalization payments
|
|
—
|
|
|
|
|
|
|
$
|
4,023,719
|
|
|
|
Executive Contributions in Last Fiscal Year (1)
|
|
Aggregate Earnings in Last Fiscal Year (2)
|
|
Aggregate Withdrawals/
Distributions |
|
Aggregate Balance at Last Fiscal Year-End
|
||||||||
William C. Bayless, Jr.
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
James C. Hopke, Jr.
|
|
175,779
|
|
|
62,113
|
|
|
—
|
|
|
502,587
|
|
||||
William W. Talbot
|
|
22,655
|
|
|
28,754
|
|
|
—
|
|
|
137,418
|
|
||||
Jennifer Beese
|
|
|
|
|
|
—
|
|
|
—
|
|
||||||
Daniel B. Perry
|
|
|
|
4,222
|
|
|
—
|
|
|
15,264
|
|
(1)
|
Credited to the participant’s account is an amount equal to the amount designated as the participant’s deferral for the plan year as indicated in the participant’s deferral election. Amounts reported in this column represent compensation they elected to defer, which amounts are included in various compensation columns of the Summary Compensation Table.
|
(2)
|
Aggregate earnings in 2019 represent the income and net unrealized gain or loss reported by the trustee of the deferred compensation plan. Earnings on the deferred compensation plan do not include contributions by the Company or the Named Executive Officer, were at market rates available to other investors, and are not included in the Summary Compensation Table.
|
Plan category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
|
|
Weighted-average exercise price of outstanding options, warrants and rights
(b)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
|
Equity compensation plans approved by security holders
|
|
1,067,118 (1)
|
|
n/a
|
|
3,121,536
|
Equity compensation plans not approved by security holders
|
|
n/a
|
|
n/a
|
|
n/a
|
(1)
|
Consists of RSAs granted to executive officers and certain employees and common units of limited partnership interest in the Company’s operating partnership.
|
The Board recommends you vote FOR each of the nominees listed.
|
The Audit Committee, which has the sole authority to retain the Company's independent auditors, recommends that you vote FOR the ratification of the appointment of Ernst & Young LLP as the Company's independent auditors for 2020.
|
|
|
Total Approximate Fees
|
||||||
Types of Services (1)
|
|
2019
|
|
2018
|
||||
|
|
|
|
|
||||
Audit Fees (2)
|
|
$
|
1,640,000
|
|
|
$
|
1,572,500
|
|
Audit-Related Fees
|
|
—
|
|
|
—
|
|
||
Tax Fees
|
|
—
|
|
|
—
|
|
||
All Other Fees (3)
|
|
3,620
|
|
|
2,160
|
|
||
Total
|
|
$
|
1,643,620
|
|
|
$
|
1,574,660
|
|
(1)
|
All such services were pre-approved by the Audit Committee.
|
(2)
|
Fees for audit services billed in 2019 and 2018 included the following: (i) audit of the Company’s annual financial statements; (ii) reviews of quarterly financial statements; (iii) audit of internal control over financial reporting; and (iv) services related to SEC matters, including review of registration statements filed and related issuances of comfort letters, consents and other services.
|
(3)
|
All other fees include the aggregate fees for products and services provided by Ernst & Young LLP that are not reported under “Audit Fees,” “Audit-Related Fees” or “Tax Fees.”
|
The Board recommends that you vote FOR approval of the advisory vote on executive compensation.
|
•
|
Provides a significant portion of each executive’s compensation as variable compensation in a pay-for-performance setting through a combination of cash bonuses and equity-based grants;
|
•
|
Provides a significant portion of total compensation as non-cash compensation in the form of long-term equity-based awards to more closely align the interests of executives with those of stockholders and to maximize retention insofar as all equity-based awards are subject to time-based vesting; and
|
•
|
Uses long-term compensation, payment of annual bonuses in part in shares, clawbacks, and a variety of performance metrics to closely tie executives’ wealth to the Company’s long-term health.
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Shareowner Services
P.O. Box 64945
St. Paul, MN 55164-0945
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1.
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Election of Directors for a one-year term expiring at the 2021 Annual Meeting of Stockholders
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1a.
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William C. Bayless, Jr.
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¨
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For
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¨
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Against
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Abstain
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1b.
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G. Steven Dawson
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For
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Against
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Abstain
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1c.
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Cydney C. Donnell
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For
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Against
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Abstain
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1d.
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Mary C. Egan
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For
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Against
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Abstain
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1e.
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Edward Lowenthal
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For
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Against
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Abstain
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1f.
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Oliver Luck
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For
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Against
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Abstain
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1g.
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C. Patrick Oles, Jr.
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For
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Against
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Abstain
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1h.
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John T. Rippel
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For
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Against
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Abstain
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1i.
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Carla Piñeyro Sublett
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For
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Against
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Abstain
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2.
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Ratification of Ernst & Young as our independent auditors for 2020
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¨
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For
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Against
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Abstain
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3.
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To provide a non-binding advisory vote approving the Company’s executive compensation program
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¨
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For
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¨
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Against
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¨
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Abstain
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Address Change or Comments? Mark box, sign, and indicate changes below: ¨
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Date
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Signature(s) in Box
Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.
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American Campus Communities, Inc.
12700 Hill Country Boulevard, Suite T-200
Austin, TX 78738
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proxy
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