

								Value of Initial Fixed $100
								Investment Based On:
					Average
					Summary
					Compensation		Average
					Table Total for		Compensation
					Non-PEO		Actually Paid to			Peer Group
	Summary				Named		Non-PEO			Total
	Compensation		Compensation		Executive		Named	Total		Shareholder
	Table Total for		Actually Paid to		Officers		Executive	Shareholder		Return		Net Income		FFOA
	PEO(1)(b)		PEO(2)(c)		(3)(e)		Officers(4)(e)	Return(f)		(5)(g)		(6)(h)		(7)(i)
Year(a)	($)		($)		($)		($)	($)		($)		($)		($)
2025	9,933,438		3,581,688		4,621,445		1,612,031	115.44		129.86		403,715,000		906,364,000
2024	10,178,473		15,836,236		4,063,573		5,251,775	130.75		142.02		95,877,000		885,190,000
2023	11,755,015		6,212,611		3,740,973		3,386,145	110.56		117.87		474,488,000		874,709,000
2022	8,149,435		(11,881,122)		4,414,327		943,709	107.28		111.34		92,579,000		809,091,000
2021	14,228,383		48,504,905		2,036,773		11,170,256	161.10		163.61		160,993,000		658,797,000

(1)

The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Toomey, our Chairman, President and CEO, for each corresponding year in the “Total” column of the Summary Compensation Table.

(2)

The dollar amounts reported in column (c) represent the amount of compensation actually paid to Mr. Toomey, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Toomey during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Toomey’s total compensation as reported in the Summary Compensation Table for each year to determine the compensation actually paid:



		Reported
		Summary		Reported Change
		Compensation		in the Actuarial						Total Equity		Compensation
		Table		Present Value of		Pension Benefit		Reported Value		Award		Actually Paid
		Total for PEO		Pension Benefits(a)		Adjustments(a)		of Equity Awards(b)		Adjustments(c)		to PEO
Year		($)		($)		($)		($)		($)		($)
2025		9,933,438		—		—		9,010,120		(6,351,750)		3,581,688
2024		10,178,473		—		—		9,255,283		5,657,763		15,836,236
2023		11,755,015		—		—		10,807,024		(5,542,404)		6,212,611
2022		8,149,435		—		—		7,205,027		(20,030,557)		(11,881,122)
2021		14,228,383		—		—		13,384,611		34,276,522		48,504,905

(a)

The Company does not have any defined benefit or actuarial pension plans applicable to our U.S. employees, including our NEOs.

(b)

The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

(c)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the amounts specified in the following table, in accordance with the requirements of Item 402(v) of Regulation S-K. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

Values of

Dividends

Year over Year

Change in

Fair Value at

or other Earnings

Change in Fair

Fair Value

Fair Value of

the End of the

Paid on Stock or

Grant Date

Year End

Value of

as of Vesting

Equity Awards

Prior Year of

Option Awards

Fair Value

Outstanding

Date of Equity

Granted in

Equity Awards

not Otherwise

of Equity

and Unvested

Awards

Prior

that Failed to

Reflected

Awards

Equity Awards

Granted

Years that

Meet Vesting

in Fair Value or

Total Equity

Granted in

and Vested

Vested

Conditions in

Total

Award

the year

Prior Years

in the Year

the Year

Compensation

Adjustments**

Year

 

($)

 

($)

 

($)

 

($)

 

($)

 

($)

 

($)

 

($)

2025

(9,010,120)

9,632,822

(6,534,420)

—

(697,262)

—

257,230

(6,351,750)

2024

(9,255,283)

14,436,345

826,613

—

(431,499)

—

81,587

5,657,763

2023

(10,807,024)

9,005,447

(6,172,630)

*

—

2,283,649

—

148,153

(5,542,404)

2022

(7,205,027)

6,080,567

(18,207,873)

—

(841,095)

—

142,871

(20,030,557)

2021

(13,384,611)

41,253,137

5,069,895

—

1,200,380

—

137,720

34,276,522

*

2023 includes the impact from Mr. Toomey’s voluntary forfeiture in November 2023 of a performance-based supplemental equity award that was originally granted in December of 2021.

**

Totals may not match the sum of the preceding columns due to rounding.

(3)

The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the non-PEO NEOs included in each of the years in the table for purposes of calculating the average amounts are as follows: 2021: Messrs. Lacy, Fisher, Harry G. Alcock, our former Senior Vice President – Chief Investment Officer, and Jerry A. Davis, our former President and Chief Operations Officer; 2022: Messrs. Lacy, Fisher, and Alcock; 2023: Messrs. Lacy, Fisher, and Alcock; 2024: Messrs. Lacy, Fisher, and Alcock; and 2025: Messrs. Bragg, Lacy, Benson, and Fisher.

(4)

The dollar amounts reported in column (e) represent the average amount of compensation actually paid to the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the non-PEO NEOs as a group for each year to determine the compensation actually paid:



	Average	Average
	Reported	Reported
	Summary	Change in the				Average
	Compensation	Actuarial		Average		Compensation
	Table Total for	Present Value	Average	Reported Value	Average	Actually Paid
	Non-PEO	of Pension	Pension Benefit	of Equity	Equity Award	to non-PEO
	NEOs	Benefits(a)	Adjustments(a)	Awards(b)	Adjustments(c)	NEOs
Year	($)	($)	($)	($)	($)	($)
2025	4,621,445	—	—	2,271,426	(3,009,415)	1,612,031
2024	4,063,573	—	—	3,274,349	1,188,202	5,251,775
2023	3,740,973	—	—	2,943,899	(354,828)	3,386,145
2022	4,414,327	—	—	3,698,935	(3,470,619)	943,709
2021	2,036,773	—	—	1,865,292	9,133,482	11,170,256

(a)

The Company does not have any defined benefit or actuarial pension plans applicable to our U.S. employees, including our NEOs.

(b)

The grant date fair value of equity awards represents the average of the total amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the non-PEO NEOs for the applicable year.

(c)

The amounts deducted or added in calculating the total average equity award adjustments, using the same methodology described in footnote (2)(c) above, are as follows:

Average Value of

Average Year

Average Fair

Dividends or

over Year

Average

Value at the

other

Average

Average Year

Change in

Average Fair

Change in Fair

End of the Prior

Earnings Paid

Grant Date

End Fair

Fair

Value as of

Value of Equity

Year of Equity

on Stock or Option

Fair Value of

Value of

Vesting Date of

Awards

Awards that

Awards not

Total

Equity

Outstanding and

Equity Awards

Granted in Prior

Failed to Meet

Otherwise

Average

Awards

Unvested Equity

Granted and

Years that

Vesting

Reflected in Fair

Equity

Granted in the

Awards Granted

Vested in the

Conditions in

Value or Total

Award

Year

in Prior Years

Year

the Year

Compensation

Adjustments

Year

 

($)

 

($)

 

($)

 

($)

 

($)

 

($)

 

($)

 

($)

2025

(2,271,426)

1,474,096

(278,796)

—

12,170

(1,977,024)

31,565

(3,009,415)

2024

(3,274,349)

3,572,543

462,608

519,823

(120,515)

—

28,092

1,188,202

2023

(2,943,899)

2,800,338

(868,764)

—

612,437

—

45,060

(354,828)

2022

(3,698,935)

2,819,087

(2,523,586)

—

(111,876)

—

44,691

(3,470,619)

2021

(1,865,292)

9,054,156

1,436,242

—

467,554

—

40,822

9,133,482

⁽⁵⁾

The numbers reported in column (g) represent the weighted peer group cumulative TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the FTSE NAREIT Equity Apartment Index, which is the same published industry index the Company uses for purposes of Item 201(e)(1)(ii) of Regulation S-K.

⁽⁶⁾

The dollar amounts reported in column (h) represent the amount of net income (loss) previously disclosed in the Company’s audited GAAP financial statements for the applicable year, as required by Regulation S-X.

⁽⁷⁾

The dollar amounts reported in column (i) represent FFOA for the applicable year. FFOA for purposes of this Pay versus Performance table is calculated as set forth in the “Definitions” section of this Proxy Statement and a reconciliation to NOI is set forth on page 123.

Named Executive Officers, Footnote

(1)

The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Toomey, our Chairman, President and CEO, for each corresponding year in the “Total” column of the Summary Compensation Table.

(3)

The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the non-PEO NEOs included in each of the years in the table for purposes of calculating the average amounts are as follows: 2021: Messrs. Lacy, Fisher, Harry G. Alcock, our former Senior Vice President – Chief Investment Officer, and Jerry A. Davis, our former President and Chief Operations Officer; 2022: Messrs. Lacy, Fisher, and Alcock; 2023: Messrs. Lacy, Fisher, and Alcock; 2024: Messrs. Lacy, Fisher, and Alcock; and 2025: Messrs. Bragg, Lacy, Benson, and Fisher.

PEO Total Compensation Amount

$ 9,933,438

$ 10,178,473

$ 11,755,015

$ 8,149,435

$ 14,228,383

Adjustment To PEO Compensation, Footnote

(2)

The dollar amounts reported in column (c) represent the amount of compensation actually paid to Mr. Toomey, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Toomey during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Toomey’s total compensation as reported in the Summary Compensation Table for each year to determine the compensation actually paid:



		Reported
		Summary		Reported Change
		Compensation		in the Actuarial						Total Equity		Compensation
		Table		Present Value of		Pension Benefit		Reported Value		Award		Actually Paid
		Total for PEO		Pension Benefits(a)		Adjustments(a)		of Equity Awards(b)		Adjustments(c)		to PEO
Year		($)		($)		($)		($)		($)		($)
2025		9,933,438		—		—		9,010,120		(6,351,750)		3,581,688
2024		10,178,473		—		—		9,255,283		5,657,763		15,836,236
2023		11,755,015		—		—		10,807,024		(5,542,404)		6,212,611
2022		8,149,435		—		—		7,205,027		(20,030,557)		(11,881,122)
2021		14,228,383		—		—		13,384,611		34,276,522		48,504,905

(a)

The Company does not have any defined benefit or actuarial pension plans applicable to our U.S. employees, including our NEOs.

(b)

The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

(c)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the amounts specified in the following table, in accordance with the requirements of Item 402(v) of Regulation S-K. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

Values of

Dividends

Year over Year

Change in

Fair Value at

or other Earnings

Change in Fair

Fair Value

Fair Value of

the End of the

Paid on Stock or

Grant Date

Year End

Value of

as of Vesting

Equity Awards

Prior Year of

Option Awards

Fair Value

Outstanding

Date of Equity

Granted in

Equity Awards

not Otherwise

of Equity

and Unvested

Awards

Prior

that Failed to

Reflected

Awards

Equity Awards

Granted

Years that

Meet Vesting

in Fair Value or

Total Equity

Granted in

and Vested

Vested

Conditions in

Total

Award

the year

Prior Years

in the Year

the Year

Compensation

Adjustments**

Year

 

($)

 

($)

 

($)

 

($)

 

($)

 

($)

 

($)

 

($)

2025

(9,010,120)

9,632,822

(6,534,420)

—

(697,262)

—

257,230

(6,351,750)

2024

(9,255,283)

14,436,345

826,613

—

(431,499)

—

81,587

5,657,763

2023

(10,807,024)

9,005,447

(6,172,630)

*

—

2,283,649

—

148,153

(5,542,404)

2022

(7,205,027)

6,080,567

(18,207,873)

—

(841,095)

—

142,871

(20,030,557)

2021

(13,384,611)

41,253,137

5,069,895

—

1,200,380

—

137,720

34,276,522

*

2023 includes the impact from Mr. Toomey’s voluntary forfeiture in November 2023 of a performance-based supplemental equity award that was originally granted in December of 2021.

**

Totals may not match the sum of the preceding columns due to rounding.

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,612,031

5,251,775

3,386,145

943,709

11,170,256

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Company Selected Measure

Tabular List, Table

Financial Performance Measures

In our assessment, the most important financial performance measures used to link CAP (as calculated in accordance with the SEC rules) to our NEOs in 2025 to our performance were:

●

FFOA

●

Same-Store Revenue

●

Same-Store NOI

●

GRESB scores

Please see the Compensation Discussion and Analysis section of this Proxy Statement for more information on these measures and how they are taken into account in determining compensation for each of our NEOs. Please also see the Definitions section of this Proxy Statement for definitions of our non-GAAP financial measures.