UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

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Filed by the Registrant

Filed by a Party other than the Registrant

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Check the appropriate box:
	Preliminary Proxy Statement
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AvalonBay Communities, Inc.

(Name of Registrant as Specified in Its Charter)

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

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Payment of Filing Fee (Check all boxes that apply):
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	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Dear Fellow Stockholders:

We invite you to join us and our Board of Directors at our 2025 Annual Meeting of Stockholders, which will be held at 10:00 a.m. Eastern Time on Wednesday, May 21, 2025. The meeting will be held in a virtual format via audio webcast only. Stockholders will not be able to attend the Annual Meeting physically but will be able to vote and submit questions online before and during the meeting.

At this year’s meeting we will vote on the election of 11 directors and the ratification of Ernst & Young LLP as the Company’s independent auditor. We will also conduct a non-binding, advisory vote to approve the compensation of the Company’s named executive officers.

Your vote at the upcoming Annual Meeting is important. Whether or not you plan to attend the meeting, we want your shares to be represented. Please authorize a proxy to vote your shares as soon as possible. You can do so on a dedicated website, by telephone, or by completing, signing and returning the proxy card or voting instruction form enclosed with the Proxy Statement (if you received a printed copy of the proxy materials). For more detailed instructions on how to vote and attend the virtual meeting audio webcast, as well as how to submit questions before and during the meeting, see the questions and answers beginning on page 81 of the Proxy Statement.

Our Board of Directors values your participation as a stockholder and appreciates your continued support of AvalonBay.

April 2, 2025

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Sincerely,

Timothy J. Naughton Chairman of the Board	Benjamin W. Schall Chief Executive Officer and President

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​	AvalonBay Communities	1
​	2025 PROXY STATEMENT

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TABLE OF CONTENTS

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Proxy Summary		5
2025 Annual Meeting of Stockholders Information	​	5
Meeting Agenda and Voting Matters	​	5
Election of Directors	​	6
Corporate Governance, Cybersecurity and Corporate Responsibility Best Practices	​	7
Executive Compensation Highlights	​	8
Proposal 1. Election of Directors	​	9
Director Nominees	​	11
Corporate Governance	​	17
Independence of the Board	​	17
Leadership Structure and Lead Independent Director	​	17
Succession Planning for Directors and Board Refreshment	​	18
Evaluation and Nomination of Director Candidates	​	18
Board of Directors Risk Management Oversight	​	19
Stockholder Engagement and Responsiveness	​	20
Board and Committee Self-Evaluation	​	20
Committees of the Board of Directors	​	21
Meetings and Attendance	​	24
Governance Documents	​	24
Contacting the Board	​	24
Human Capital Management	​	25
Transactions with Related Persons, Promoters and Certain Control Persons	​	26
Director Compensation	​	27
Director Stock Ownership Guidelines	​	27
Director Compensation Table	​	28
Proposal 2. Non-Binding, Advisory Vote on Executive Compensation	​	29
Compensation Discussion and Analysis	​	30
Executive Summary	​	31
Chief Executive Officer & President 2024 Compensation At-A-Glance	​	37
Our Compensation Decision-Making Process	​	39
2024 Compensation Framework and Decisions	​	42
Other Benefits	​	56
Compensation Policies	​	56
Risk Considerations	​	59
Compensation Committee Report	​	59
Compensation Committee Interlocks and Insider Participation	​	59

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Executive Compensation Tables	​	60
Summary Compensation Table	​	60
Grants of Plan-Based Awards	​	62
Outstanding Equity Awards at Fiscal Year-End	​	63
Option Exercises and Stock Vested	​	64
Nonqualified Deferred Compensation	​	64
Potential Payments Upon Termination or Sale Event	​	65
CEO Pay Ratio	​	69
Pay Versus Performance	​	70
Pay Versus Performance Table	​	70
Officers, Stock Ownership and Other Information	​	74
Executive Officers	​	74
Security Ownership of Certain Beneficial Owners and Management	​	76
Delinquent Section 16(a) Reports	​	77
Proposal 3. Ratification of Selection of Independent Auditors	​	78
Report of the Audit Committee	​	78
Fiscal 2023 and 2024 Audit Fee Summary	​	79
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors	​	79
Other Matters	​	80
Solicitation of Proxies	​	80
Stockholder Nominations for Directors and Proposals for Annual Meetings	​	80
Some Questions You May Have Regarding This Proxy Statement	​	81
Appendix I	​	84
Definitions and Reconciliations of Non-GAAP Financial Measures and Other Terms	​	84

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Proxy Summary

This summary highlights certain information about AvalonBay Communities, Inc., a Maryland corporation (“AvalonBay” or the “Company”), and its 2025 Annual Meeting of Stockholders and summarizes information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider. Please read the entire Proxy Statement before voting. This Proxy Statement and the accompanying Notice of Annual Meeting and proxy card are first being made available to stockholders on or about April 2, 2025. For more complete information regarding AvalonBay’s 2024 performance, please review the Annual Report on Form 10-K for the year ended December 31, 2024, and the 2024 Annual Report to Stockholders, both of which are available online at www.proxyvote.com and on our website at investors.avalonbay.com. Materials located on or through our website and referenced in this Proxy Statement are not deemed to be part of this Proxy Statement and are not incorporated herein by reference.

2025 Annual Meeting of Stockholders Information

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Date and Time: Wednesday, May 21, 2025, at 10:00 a.m., Eastern Time	Virtual Meeting Site: www.virtualshareholdermeeting.com/AVB2025	Record Date: March 21, 2025
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Meeting Agenda and Voting Matters

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Proposal		Board’s voting recommendation		Where to find more information
1. Election of Directors	​	FOR each nominee	​	pp 9
2. Non-Binding, Advisory Vote to Approve Executive Compensation	​	FOR	​	pp 29
3. Ratification of Selection of Independent Auditors	​	FOR	​	pp 78

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Election of Directors

Our Board represents a broad range of ages, tenures, and experience, as shown below.

Name		Age		Director Since		Independent		Committees*
Glyn F. Aeppel	​	66	​	2013	​		​	IFC, NGCR
Terry S. Brown**	​	63	​	2015	​		​	CC, NGCR
Ronald L. Havner, Jr.	​	67	​	2014	​		​	AC, IFC
Stephen P. Hills	​	66	​	2017	​		​	CC, IFC
Christopher B. Howard	​	56	​	2021	​		​	NGCR, IFC
Richard J. Lieb	​	65	​	2016	​		​	AC, CC (Chair)
Nnenna Lynch	​	53	​	2021	​		​	AC, IFC (Chair)
Charles E. Mueller, Jr.	​	61	​	2022	​		​	AC (Chair), IFC
Timothy J. Naughton***	​	63	​	2005	​		​	IFC
Benjamin W. Schall	​	50	​	2021	​		​	IFC
Susan Swanezy	​	66	​	2016	​		​	NGCR (Chair), CC

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*	IFC = Investment and Finance Committee, AC = Audit Committee, CC = Compensation Committee, NGCR = Nominating, Governance and Corporate Responsibility Committee.

**	Mr. Brown is the Lead Independent Director

***	Mr. Naughton is the Chairman of the Board

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Tenure	Age	Diversity and Independence

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Skills, attribute or experience:

Corporate Governance, Cybersecurity and Corporate Responsibility Best Practices

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	Commitment to Board refreshment, including guidelines on director and committee chairman tenure		No stockholder rights plan (“poison pill”) and policy regarding adoption of future plans
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	Annual Board, committee and director evaluations		Double-trigger restricted stock vesting in the event of a change in control
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	Annual election of all directors with a majority voting standard in uncontested elections		Policy on political contributions and government relations publicly available on website
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	Lead Independent Director		Reimbursement policy for director education programs and subscription for each director to relevant newsletters
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	Independent Audit, Compensation, and Nominating, Governance and Corporate Responsibility (“NGCR”) Committees		Published a comprehensive corporate responsibility (“CR”) report every year for more than a decade
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	Regular executive sessions of independent directors		Annual advisory vote to ratify independent auditor
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	Director and senior officer stock ownership guidelines		Annual advisory vote on executive compensation
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	Publicly available Insider Trading Policy, which includes robust anti-hedging, anti-speculation and no pledging policies		Annual evaluation of cybersecurity program by independent external consultants, which results are reported to the Audit Committee by management
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	Policy regarding stockholder approval of certain future severance agreements		Published EEO-1 data
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	Bylaws contain provisions for stockholder rights relating to proxy access and Bylaw amendments		Published sustainability targets and other goals with regular reporting to Board and NGCR Committee
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	Policy on recovery of incentive compensation (clawback policy)		Board Audit Committee oversight of cybersecurity risks and preparedness, and oversight of the Company’s response to cybersecurity incidents, if any
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	Mandatory, regular cybersecurity training for all associates; maintain cybersecurity insurance		The Audit Committee meets with senior IT associates regarding cybersecurity regularly, including during 2024
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Executive Compensation Highlights

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​	AvalonBay’s compensation program for executives and other employees is designed to:
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	1.	Attract, retain, motivate and engage our employees	2.	Align the interests of management with the interests of stockholders	3.	Align pay with performance with clearly defined goals and measures of achievement	4.	Focus on total compensation, consisting of base salary and incentive compensation
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Consistent with our total compensation philosophy, a substantial majority of the target pay for our named executive officers (“NEOs”) is variable and contingent on performance.

Target Total Compensation Mix

CEO 2024 Target Pay Mix		Other NEOs 2024 Average Target Pay Mix
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Proposal 1. Election of Directors

The Board of Directors (which we refer to as the “Board”) currently consists of 11 members. All of the current directors are nominated for re-election at the Annual Meeting. If elected, these 11 nominees will serve until the 2026 Annual Meeting of Stockholders and until their successors are elected and qualify. The Board anticipates that each of the nominees, if elected, will serve as a director. However, if any nominee is unable to serve or chooses not to serve, proxies will be voted for the election of such other person as the Board may recommend. You may not vote for more than 11 directors at the Annual Meeting.

Required Vote and Recommendation

Only holders of record of AvalonBay’s common stock as of the close of business on March 21, 2025 (the “Record Date”) are entitled to vote on this proposal. Proxies will be voted for all of the nominees unless contrary instructions are set forth on a properly executed proxy card. Under our Bylaws, a majority of the total votes cast as to each nominee is required to elect such nominee. Under Maryland law, abstentions and broker non-votes are not treated as votes cast and will have no effect on the result of the vote.

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	THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ALL OF THE NOMINEES.

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Information

The NGCR and the full Board are focused on ensuring that the composition of the Board continues to provide the diversity of background, experience, functional skills, expertise, and thought necessary to appropriately address the needs of AvalonBay and our stockholders.

The following table summarizes certain qualifications, skills and experiences of each director that the Board considered important in its decision to re-nominate that individual to the Board. Exclusion of a factor for a nominee does not necessarily mean the nominee does not possess that attribute. It means only that when the NGCR considered skills and experiences in the overall context of the members of the Board, certain attributes were not considered critical with respect to certain individuals.

Skills, attribute or experience

Naughton

Schall

Aeppel

Brown

Havner

Hills

Howard

Lieb

Lynch

Mueller

Swanezy

Accounting/Financial Literacy

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Real Estate Development

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Board Diversity*

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C-Level Management Experience

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Financial/Capital Markets Experience

■

■

■

■

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■

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Marketing/Brand Management/Consumer Focus

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Non-AVB Public Board Experience

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Public Company CEO Experience

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Real Estate Investment & Finance

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Leadership in Non-Corporate Settings (e.g. Military, Academia, Public Sector)

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Technology, Information Security and Innovation

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Representation of gender or ethnic perspectives that expand the Board’s understanding of the needs and viewpoints of our prospective and current residents, associates, and other stakeholders. The following directors have self-identified as female: Glyn F. Aeppel, Nnenna Lynch and Susan Swanezy. The following directors have self-identified as Black or African American: Christopher B. Howard and Nnenna Lynch.

The biographies below describe each director’s qualifications and relevant experience in more detail.

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Director Nominees

Glyn F. Aeppel		​ AvalonBay committees:	Other public company boards:
Age: 66 Director since: 2013 Independent		Investment and Finance Nominating, Governance and Corporate Responsibility ​ Director Skills and Experiences	Simon Property Group, Inc. (since 2016) Maui Land and Pineapple Company (since 2022)
​ Professional background ​ Ms. Aeppel has more than 35 years of experience in property acquisitions, development and financing. She established a hotel investment and advisory company, Glencove Capital, in 2010, and serves as its President and Chief Executive Officer. From 2008 to 2010, Ms. Aeppel served as Chief Investment Officer of Andre Balazs Properties, an owner, developer and operator of luxury hotels. From 2006 to 2008, she served as Executive Vice President of Acquisitions and Development for Loews Hotels and as a member of its Executive Committee. From 2004 to 2006, she was a principal of Aeppel and Associates, a hospitality advisory development company, during which time she assisted Fairmont Hotels and Resorts in expanding in the United States and Europe. Earlier in her career, Ms. Aeppel held executive positions with Le Meridien Hotels, Interstate Hotels and Resorts, Inc., FFC Hospitality, LLC, Holiday Inn Worldwide and Marriott Corporation. ​ Other affiliations ​ Ms. Aeppel serves on the boards of three private companies: Exclusive Resorts, Gilbane, Inc. and Concord Hospitality Enterprises. ​ Education ​ B.A., Honors, Principia College Master of Business Administration, Harvard Business School

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Terry S. Brown		​ AvalonBay committees:	Other public company boards:
Age: 63 Director since: 2015 Lead Independent Director since: 2023		Compensation Nominating, Governance and Corporate Responsibility ​ Director Skills and Experiences	None currently
​ Professional background ​ Mr. Brown is a Co-Founder and Managing Partner of Asana Partners, a private real estate investment company, which he helped found in 2015. Prior to that he was Chairman and Chief Executive Officer of EDENS, one of the country’s leading private owners, operators and developers of retail real estate. Mr. Brown joined EDENS as its Chief Executive Officer in 2002 after serving as Chief Executive Officer of Andersen Corporate Finance LLC (a broker-dealer subsidiary of Arthur Andersen LLP), where he was responsible for strategy and investment banking activities on a global basis across the real estate, manufacturing, technology, services and energy industries. ​ Education ​ Bachelor of Business Administration, University of Georgia, summa cum laude

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Ronald L. Havner, Jr.		​ AvalonBay committees:	Other public company boards:
Age: 67 Director since: 2014 Independent		Audit Investment and Finance ​ Director Skills and Experiences	Public Storage (since 2002)
​ Professional background ​ Mr. Havner serves as the non-executive Chairman of the Board of Public Storage, a publicly traded self-storage facility real estate investment trust (“REIT”). Mr. Havner was the Chief Executive Officer of Public Storage for 16 years, until he retired from that role in 2018, and he has served as Chairman of the Board of Public Storage since 2011. From 2018 until 2023, Mr. Havner served as the non-executive Chairman of Shurgard Self-Storage, SA., where he is currently chairman emeritus and a consultant. ​ Other affiliations ​ Mr. Havner is a previous Chairman of the Board of Governors of the National Association of Real Estate Investment Trusts (“Nareit”). ​ Education ​ B.A. in Economics, University of California, Los Angeles

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Stephen P. Hills		​ AvalonBay committees:	Other public company boards:
Age: 66 Director since: 2017 Independent ​		Compensation Investment and Finance ​ Director Skills and Experience	None currently
​ Professional background ​ Mr. Hills joined the Georgetown University Law Center in 2016 as the Founding Director of the law school’s Business Law Scholars Program. Prior to joining Georgetown Law, Mr. Hills worked for 28 years with The Washington Post, where he had served since 2002 as President and General Manager. ​ Education ​ B.A., Yale University Master of Business Administration, Harvard Business School

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	Accounting/Financial Literacy		Real Estate Development		Board Diversity		C-Level Management Experience		Financial/Capital Markets Experience		Marketing/Brand Management/Consumer Focus
	Public Company CEO Experience		Non-AVB Public Board Experience		Real Estate Investment & Finance		Leadership in Non-Corporate Settings		Technology, Information Security and Innovation	​	​

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Christopher B. Howard		​ AvalonBay committees:	Other public company boards:
Age: 56 Director since: 2021 Independent		Nominating, Governance and Corporate Responsibility Investment and Finance ​ Director Skills and Experience	None currently
​ Professional background ​ Dr. Howard has served as the Executive Vice President and Chief Operating Officer of Arizona State University since February 2022. Prior to that he served as the President of Robert Morris University (PA) from 2016 until January 2022. Before he was appointed to that position, Dr. Howard had been, since 2010, the President of Hampden-Sydney College and, before that, he served as Vice President for Leadership and Strategic Initiatives at the University of Oklahoma. Dr. Howard’s experience includes service in the military (he earned a Bronze Star for his service in Afghanistan in 2003) and in the private sector (he worked in a variety of capacities at both General Electric and Bristol-Myers Squibb). ​ Other affiliations ​ Dr. Howard serves and has served as a board member or trustee of a number of non-profits, including organizations focused on education and career advancement for military personnel and underprivileged youth. ​ Education ​ Distinguished Graduate of the U.S. Air Force Academy D.Phil in Politics, University of Oxford, Rhodes Scholar Master of Business Administration, Harvard Business School, with Distinction

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Richard J. Lieb		​ AvalonBay committees:	Other public company boards:
Age: 65 Director since: 2016 Independent		Audit Compensation (Chair) ​ Director Skills and Experience	Orion Office REIT (since 2021) Star Holdings (since 2019)
​ Professional background ​ Mr. Lieb retired from Greenhill & Co., LLC, a publicly traded investment bank, in July 2023. Prior to his retirement, he served at Greenhill as a Senior Advisor since 2019 and before that Mr. Lieb served in several senior positions, including as Head of the Real Estate, Gaming and Lodging Group from 2012 to 2019 and Chief Financial Officer from 2008 to 2012. Prior to joining Greenhill in 2005, Mr. Lieb spent more than 20 years with Goldman, Sachs & Co., where he headed the Real Estate Investment Banking Department from 2000 to 2005. Mr. Lieb previously served as a director of CBL and Associates Properties from February 2016 until November 2021, and as a director of Vereit, Inc. from February 2017 until November 2021. ​ Education ​ B.A., Wesleyan University Master of Business Administration, Harvard Business School

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Nnenna Lynch		​ AvalonBay committees:	Other public company boards:
Age: 53 Director since: 2021 Independent		Audit Investment and Finance (Chair) ​ Director Skills and Experience	Blackstone Mortgage Trust, Inc. (since 2021)
​ Professional background ​ Ms. Lynch founded Xylem Projects, a real estate development venture focused on creating mixed-use projects that serve residents and neighborhoods, in 2018, and serves as Xylem’s Chief Executive Officer. Prior to founding Xylem Projects, Ms. Lynch was Head of Development at The Georgetown Company, a real estate investment and development company that she joined in 2014. Earlier in her career, Ms. Lynch served for six years as a Senior Policy Advisor in the Bloomberg mayoral administration in New York City where, among other duties, she led initiatives that resulted in the redevelopment and construction of new housing and commercial spaces. In both the private sector and as a public employee, Ms. Lynch helped to plan and create affordable housing in New York City. ​ Other affiliations ​ Ms. Lynch is on the board of directors of Stake Network, a private company. She also serves in leadership positions of two non-profits.  She is Chair of the Board of Directors of New York Road Runners, a non-profit organization that organizes the New York City Marathon and other races, and she is Co-President of the Association of American Rhodes Scholars. Through the end of 2024, she served on the board of the Van Alen Institute, which focuses on helping create equitable cities through inclusive design, and on the Board of Trustees of Villanova University, where she served on the Investment Committee. ​ Education ​ B.A., Villanova University Master’s degree in Social Anthropology, University of Oxford, Rhodes Scholar

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Charles E. Mueller, Jr.		​ AvalonBay committees:	Other public company boards:
Age: 61 Director since: 2022 Independent		Audit (Chair) Investment and Finance ​ Director Skills and Experience	None currently
​ Professional background ​ Mr. Mueller retired in October 2021 from full-time executive leadership positions after serving, since 2018, as Chief Executive Officer at Progress Residential, one of the largest providers of single-family rental homes in the United States. Mr. Mueller remained as an employee and advisor to Progress Residential from October 2021 to March 2022. From 2015 to 2017, Mr. Mueller was President of Irvine Company Apartment Communities, an owner and operator of apartment communities across coastal California. From 2013 to 2015, Mr. Mueller was President and Chief Executive Officer of ConAm Management Corporation, a multifamily real estate investment and property management firm. From 1994 to 2013, Mr. Mueller held several positions with Archstone and its predecessors (collectively “Archstone”), including President, Chief Operating Officer and Chief Financial Officer. Prior to Archstone going private in 2007, it was one of the largest publicly traded multifamily REITs in the United States. ​ Other affiliations ​ Mr. Mueller serves on the board of several private and non-profit entities. Education ​ B.A. University of Texas at Austin Master of Business Administration, Southern Methodist University

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	Accounting/Financial Literacy		Real Estate Development		Board Diversity		C-Level Management Experience		Financial/Capital Markets Experience		Marketing/Brand Management/Consumer Focus
	Public Company CEO Experience		Non-AVB Public Board Experience		Real Estate Investment & Finance		Leadership in Non-Corporate Settings		Technology, Information Security and Innovation	​	​

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Timothy J. Naughton		​ AvalonBay committees:	Other public company boards:
Age: 63 Director since: 2005 Chairman		Investment and Finance ​ Director Skills and Experience	Boston Properties (since 2024) ​ Park Hotels and Resorts, Inc. (since 2017)
​ Professional background ​ Mr. Naughton is AvalonBay’s Chairman of the Board. He served as Executive Chairman of the Board throughout 2022, as Chief Executive Officer from 2012 until January 2022, and as President from 2005 until January 2021. Mr. Naughton has served as the Company’s Chairman of the Board since 2013. Mr. Naughton’s prior roles at AvalonBay included Chief Operating Officer, Chief Investment Officer, and Regional Vice President – Development and Acquisitions. Mr. Naughton has been with AvalonBay and its predecessors since 1989. Mr. Naughton previously served as a director of Welltower, Inc. from 2013 until 2019. ​ Other affiliations ​ Mr. Naughton is a former Chairman of Nareit, a member of The Real Estate Round Table and a member and past chairman of the Multifamily Council of the Urban Land Institute (“ULI”). Mr. Naughton serves as a senior advisor to Navitas Capital, a property technology early stage venture capital firm, and Energy Impact Partners, a climate technology venture capital firm. He sits on the board of the Jefferson Scholars Foundation at the University of Virginia and is a member of the advisory board of the school’s White Ruffin Byron Center for Real Estate. ​ Education ​ B.A., University of Virginia, Phi Beta Kappa Master of Business Administration, Harvard Business School

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Benjamin W. Schall		​ AvalonBay committees:	Other public company boards:
Age: 50 Director since: 2021 Chief Executive Officer		Investment and Finance ​ Director Skills and Experience	None currently
​ Professional background ​ Mr. Schall joined the Company as President and a director in January 2021, and became Chief Executive Officer effective January 3, 2022. Before joining the Company, Mr. Schall was the Chief Executive Officer and President and a trustee of Seritage Growth Properties, a publicly traded REIT principally engaged in owning, developing and managing a diversified portfolio of retail and mixed-use properties throughout the United States. Earlier in his career, Mr. Schall served as Chief Operating Officer of Rouse Properties, Inc., a publicly traded mall and retail REIT (since acquired), from 2012 to 2015, and as Senior Vice President of Vornado Realty Trust, a publicly traded REIT that owns, manages and develops office and retail assets, before that. ​ Other affiliations ​ Mr. Schall is a member of the Executive Board of Nareit, an Executive Committee member of the National Multifamily Housing Council (“NMHC”), a member of The Real Estate Roundtable and a Trustee of the International Council of Shopping Centers. He serves as Co-Chair of the Board of University Settlement, a non-profit service provider in New York City. ​ Education ​ B.A., Swarthmore College Master of Business Administration, Harvard Business School

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Susan Swanezy		​ AvalonBay committees:	Other public company boards:
Age: 66 Director since: 2016 Independent		Nominating, Governance and Corporate Responsibility (Chair) ​ Compensation ​ Director Skills and Experience	Digital Realty Trust, Inc. (since 2024)
​ Professional background ​ Ms. Swanezy was a partner from 2010 until March 2024 at Hodes Weill & Associates L.P., a global advisory firm focused on the real estate investment management industry. Previously, Ms. Swanezy served as Managing Director, Global Head of Capital Raising for Real Estate Products at Credit Suisse Group AG. She also held a variety of positions at Deutsche Bank AG and its affiliates, including Partner and Managing Director – Client Relations for RREEF, the real estate investment management business of Deutsche Bank’s Asset Management division. In addition to her real estate experience, Ms. Swanezy brings a deep network of relationships and knowledge of both the public and private capital markets. ​ Education ​ B.S., Georgetown University School of Foreign Service

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	Accounting/Financial Literacy		Real Estate Development		Board Diversity		C-Level Management Experience		Financial/Capital Markets Experience		Marketing/Brand Management/Consumer Focus
	Public Company CEO Experience		Non-AVB Public Board Experience		Real Estate Investment & Finance		Leadership in Non-Corporate Settings		Technology, Information Security and Innovation	​	​

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Corporate Governance

Independence of the Board

The New York Stock Exchange (“NYSE”) has adopted independence standards for companies listed on the NYSE, which apply to AvalonBay. These standards require a majority of the Board to be independent and every member of the Audit Committee, Compensation Committee and NGCR to be independent. NYSE standards provide that a director is considered independent only if the Board “affirmatively determines that the director has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company).” In addition, the NYSE prescribes certain other “independence” standards.

To determine which of its members is independent, the Board uses the standards prescribed by the NYSE and also considers whether a director had any other past or present relationships with AvalonBay that created conflicts or the appearance of conflicts. Based on its most recent review, the Board affirmatively determined that all directors who served on the Board during 2024, all currently serving directors and all nominees for director are independent, except in each case for Mr. Naughton and Mr. Schall.

Our Board has made a determination as to each independent director that no relationship exists which, in the opinion of the Board, would interfere with the exercise of the director’s independent judgment in carrying out his or her responsibilities as a director. In making these determinations, our Board reviewed and discussed information provided by the directors and the Company regarding each director’s business and personal activities as they may relate to the Company, its management and/or its independent registered public accounting firm.

NYSE rules provide for additional independence standards that apply to members of the Audit Committee and the Compensation Committee. The Board has determined that each current and proposed member of these committees satisfies these additional standards.

Leadership Structure and Lead Independent Director

Timothy J. Naughton serves as AvalonBay’s non-executive Chairman of the Board. Mr. Naughton previously served for many years as the Company’s Chief Executive Officer. He served as Executive Chairman throughout 2022 and retired from being an officer of the Company on January 1, 2023, continuing as non-executive Chair. Our current CEO, Benjamin W. Schall, joined the Company in 2021 and became CEO on January 3, 2022. Mr. Naughton’s role as Chairman of the Board, working with the Lead Independent Director, assures continuity of leadership at the Board level while strengthening the bridge between the Board, our Chief Executive Officer, and management.

To help ensure sound corporate governance practices, the Board established the position of Lead Independent Director. Mr. Brown has served as the Lead Independent Director since May 2023. The Lead Independent Director presides at all meetings of the Board at which the Chairman is not present, serves as a liaison between the Chairman of the Board and/or the Chief Executive Officer, on the one hand, and the independent directors, on the other, reviews or establishes, and approves, meeting agendas for the Board, has the authority to call meetings of the independent directors, confers with the Chairman of the Board and the Chief Executive Officer regularly, and acts as a contact person for stockholders and others who wish to communicate with the independent directors.

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Succession Planning for Directors and Board Refreshment

The Board considers a variety of factors when choosing candidates for Board appointment or nomination. While we value long-tenured directors who know AvalonBay and management well, the Board also believes it is important to ensure there are occasional vacancies that create opportunities for new directors who may bring different or more recent experiences or expertise to the Board. Consistent with this philosophy, we have recruited three new independent directors to join the Board in the past six years.

AvalonBay’s Corporate Governance Guidelines incorporate term expectations that reflect the Board’s view of the importance of succession planning. Specifically, the Corporate Governance Guidelines express an expectation that (i) an independent director will not be re-nominated after completing 12 full years of service or within the several years that follow; (ii) the Lead Independent Director will serve in that role for approximately three to five years; and (iii) committee chairs will serve for approximately three to five years. In each case, the guideline is flexible and the exact timing for any transition will depend on the needs of the Board at the time and whether an appropriate successor has been identified and nominated.

Evaluation and Nomination of Director Candidates

One of the key functions of the NGCR is identifying and nominating candidates for service on the Board. In this regard, the NGCR considers the factors set forth in the Corporate Governance Guidelines, which include the nominee’s business and professional background; history of leadership or contributions to other organizations; functional skill set and expertise; general understanding of marketing, finance, accounting and other elements relevant to the success of a publicly-traded company; and service on other boards of directors. Given the current business, opportunities and challenges confronting our industry, the NGCR pays particular attention to the skills and experience described in the Director Skills/Experience Matrix provided above.

When recommending a slate of nominees for director and identifying new candidates for service, the NGCR considers whether the Board as a whole has and will continue to have an adequate distribution and representation of relevant skills, backgrounds and experience. In addition to professional history and expertise, the Board may consider diversity of background, skills, experience and thought in evaluating and recommending candidates for election. The Board believes that diversity is important because a variety of points of view can contribute to a more effective decision-making process.

The NGCR may employ a variety of methods for identifying and evaluating nominees for director. In considering whether to recommend re-nomination of a current director for another term, the NGCR considers whether the skills, commitment and performance of the individual director are such that the individual’s continued service on the Board is desirable. The NGCR also may assess the size of the Board, the need for particular expertise, and whether any vacancies are expected, due to retirement or otherwise.

The NGCR will consider potential candidates for director who come to the committee’s attention through current Board members, professional search firms, stockholders or other sources. When compiling a pool of candidates to review and interview for a new director search, the NGCR endeavors to include, and requests that any search firm it engages endeavor to include, candidates with a diversity of race, ethnicity and gender. AvalonBay has in the past engaged and may in the future engage a third party firm to help identify and/or evaluate potential director nominees.

Nominees Recommended by Stockholders

The NGCR will consider candidates properly recommended by stockholders using the same criteria that apply to candidates from other sources. Following verification of the stockholder status of the party or parties proposing a candidate, the NGCR makes an initial analysis of the candidate’s qualifications based on the criteria summarized above to determine whether the candidate is suitable for service on the Board before deciding whether to undertake a complete evaluation of the candidate. If a stockholder provides any materials in connection with the nomination of a director candidate, such materials are forwarded to the NGCR as part of its review. The Board may also consider the specific information required to be provided by nominating stockholders pursuant to the requirements of AvalonBay’s Bylaws. Stockholders may also nominate directors in accordance with the proxy access provisions of AvalonBay’s Bylaws. For more information on stockholder nominations, see “Other Matters—Stockholder Nominations for Directors and Proposals for Annual Meetings.”

Board of Directors Risk Management Oversight

We have a number of practices with regard to Board oversight of risk management matters. The charter of each Board committee provides that the committee will, from time to time and to the extent the committee deems appropriate, review risk and compliance matters relevant to the committee and report the results of such review to the full Board. As required by NYSE rules, the charter of the Audit Committee states that the Audit Committee will assist with Board oversight of risk and compliance matters, and in any event will review AvalonBay’s perceived major financial risk exposures and the steps management has taken to monitor and control such exposures. At most regularly scheduled Board meetings, the Board reviews key matters relating to AvalonBay’s finances, liquidity, operations and investment activity. On an annual basis, the Board and/or the Audit Committee engages in a broader discussion about Company-wide risk management.

The Audit Committee (and on occasion the full Board in lieu of the Audit Committee) also reviews matters related to cybersecurity. The Board has delegated primary oversight of cybersecurity risks to the Audit Committee, including those related to data privacy and network security. The Audit Committee’s charter provides that the Audit Committee shall meet no less frequently than annually with personnel from the Company’s information technology group and senior management to discuss the Company’s strategy and standards to defend its IT networks, business systems and information against cyber-attacks, cyber intrusions, unauthorized disclosures of personally identifiable information or Company data, and similar disruptions, and senior management also provides periodic reports to the Audit Committee and/or the full Board in addition to this annual requirement. The Audit Committee also has oversight responsibility of management’s preparedness for and response to any cybersecurity incidents and, in connection therewith, the Audit Committee may retain consultants and advisors and take and approve other actions and expenditures as deemed reasonable and appropriate by the Audit Committee. The Company has not experienced any material cybersecurity incidents to date. For additional information regarding the Company’s cybersecurity risk management, strategy and governance, see Item 1C. “Cybersecurity” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”), as filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2025.

Although it is not the primary reason the Board’s current leadership structure was implemented, AvalonBay and the Board believe the current leadership structure—including both a Chairman of the Board and a separate Lead Independent Director—helps facilitate these risk oversight functions by providing multiple channels for risk-related concerns and comments.

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Stockholder Engagement and Responsiveness

We consider our relationship with our stockholders to be an important part of AvalonBay’s success and we value the outlook and opinions of our investors. Early each year, our management reaches out to stockholders who collectively hold approximately two-thirds of AvalonBay’s outstanding stock, and to stockholder advisory firms, to invite them to discuss with us our practices and policies with respect to board governance, compensation, corporate responsibility and other matters, and management speaks with those who respond. These discussions may address matters such as Board composition and refreshment, stockholder rights, the structure for executive compensation, and sustainability efforts. Feedback received from these calls is conveyed to and discussed with the full Board and relevant committees. These conversations help to ensure that management and the Board understand and consider the issues that are most important to our stockholders and to enable AvalonBay to address them effectively.

In addition to conversations with our stockholders, AvalonBay management occasionally receives and responds to correspondence from stockholders and stockholder advocacy groups and, when appropriate, shares this correspondence with the NGCR and the full Board. The Board also considers the votes of stockholders at our Annual Meeting and discusses potential issues raised through that forum.

Board and Committee Self-Evaluation

Each year the Board conducts a self-evaluation in which the Lead Independent Director talks to each director individually regarding his or her view of how the Board overall and each of our directors is performing. Topics discussed may include whether there are additional items that should be added to agendas, whether management is providing the Board with the information it needs to effectively review AvalonBay’s performance and risks, whether meetings feature a healthy level of debate and participation, whether the composition of the Board is appropriate, whether the Board is adequately monitoring AvalonBay’s strategic direction, and the performance and development of management. This feedback is then discussed in an executive session of the Board.

In addition, each of the Board’s committees annually conducts a review of its charter and a self-assessment of the performance of committee duties under its charter over the previous year. The review generally includes the role of the committee within AvalonBay, the committee’s structure and functioning, and the committee’s charter and fulfillment of delegated responsibilities.

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Committees of the Board of Directors

The Board has four committees: the Audit Committee, the Compensation Committee, the Nominating, Governance and Corporate Responsibility Committee, and the Investment and Finance Committee. With the exception of the Investment and Finance Committee, the committees are made up entirely of independent directors. The charters for the Audit, Compensation, and Nominating, Governance and Corporate Responsibility Committees are available in the Investor Relations section of our website under “Corporate Governance Documents.”

Audit Committee
Members: Mueller (Chair), Havner, Lieb and Lynch. Meetings in 2024: 9 The Board of Directors has determined that each of Messrs. Havner, Lieb and Mueller is an “audit committee financial expert” as defined by the SEC. In the case of Mr. Havner, this determination was based on his past experience as a Certified Public Accountant and Chief Financial Officer and Chief Executive Officer of a public company. For Mr. Lieb, the determination was based on his past experience as Chief Financial Officer of Greenhill & Co. and his experience with Goldman Sachs. For Mr. Mueller, the determination was based on his past experience as the Chief Financial Officer of Archstone, which was one of the largest publicly traded multifamily REITs in the United States. The designation of each of Messrs. Havner, Lieb and Mueller by the Board as an “audit committee financial expert” is not intended to be a representation that they are experts for any particular purpose, nor is it intended to impose on them any duties, obligations or liabilities that are greater than the duties, obligations or liabilities imposed on them as members of the Audit Committee and the Board in the absence of this designation. The Board has determined that all members of the Audit Committee are “independent” and financially literate under the rules of the NYSE.		Responsibilities: The Audit Committee, among other functions, has the sole authority to appoint and replace the independent auditors; is responsible for the compensation and oversight of the work of the independent auditors; reviews the results of the audit engagement with the independent auditors; and reviews and discusses with management and the independent auditors AvalonBay’s quarterly and annual financial statements and major changes in accounting and auditing principles. The Committee also reviews the Company’s cybersecurity and other information security risks, controls and procedures, including those related to data privacy and network security, and any specific cybersecurity issues that could affect the adequacy of the Company’s internal controls; meets no less frequently than annually with personnel from the Company’s information technology group and senior management to discuss trends in cyber risks and the Company’s strategy and standards to defend its IT networks, business systems and information against cyber attacks, cyber intrusions, unauthorized disclosures of personally identifiable information or Company data, and similar disruptions (collectively, “cybersecurity incidents”); and provides oversight of management’s preparedness for and response to cybersecurity incidents and, in connection therewith, may retain consultants and advisors and take and approve other actions and expenditures as deemed reasonable and appropriate by the Committee. The Committee also oversees material legal compliance matters as needed; reviews the overall enterprise risk management oversight performed by the Board; and oversees matters pertaining to the reliability and adequacy of the Company’s corporate responsibility disclosures.

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Compensation Committee
Members: Lieb (Chair), Brown, Hills and Swanezy. Meetings in 2024: 4 The Board has determined that the members of the Compensation Committee are “independent” under the rules of the NYSE.		Responsibilities: The Compensation Committee, among other functions, reviews, designs and determines management compensation structures, programs and amounts; establishes corporate and management performance goals and objectives; reviews human capital management; and reviews and makes recommendations to the Board regarding AvalonBay’s incentive compensation plans, including the Second Amended and Restated 2009 Equity Incentive Plan, as amended (the “Equity Incentive Plan”). The Compensation Committee also reviews employment agreements and arrangements with senior officers when the Board determines it is appropriate to have such agreements. In addition, our Equity Incentive Plan provides that the Compensation Committee, in its discretion, may delegate to the Chief Executive Officer all or part of the Committee’s authority to grant awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subject to limitations and guidelines set by the Committee from time to time.
Nominating, Governance and Corporate Responsibility Committee
Members: Swanezy (Chair), Aeppel, Brown and Howard. Meetings in 2024: 4 The Board has determined that the members of the Nominating, Governance and Corporate Responsibility Committee are “independent” under the rules of the NYSE.		Responsibilities: The Nominating, Governance and Corporate Responsibility Committee’s functions include identifying individuals qualified to become Board members; recommending to the full Board each year a slate for nomination for election to the Board; considering policies relating to Board and committee meetings; reviewing and recommending changes to director compensation; recommending the establishment or dissolution of Board committees; and reviewing and considering succession plans with respect to the positions of Chairman of the Board and Chief Executive Officer (including through periodic evaluation and discussion with the Board of internal candidates for such succession). The NGCR also reviews policies and activities in the areas of environmental sustainability, inclusion and diversity, employee engagement and culture, community relations and philanthropy, health and safety, political activity and government relations.

Investment and Finance Committee
Members: Lynch (Chair), Aeppel, Havner, Hills, Howard, Mueller, Naughton and Schall. Meetings in 2024: 5		Responsibilities: The Investment and Finance Committee reviews and monitors the acquisition, disposition, development and redevelopment of AvalonBay’s communities. The IFC may also, from time to time, review financial matters, proposals and policies on behalf of the Board. The IFC has authority, subject to certain limits and guidelines set by the Board of Directors and Maryland law, to approve investment and financing activity. The IFC also incorporates corporate responsibility/sustainability matters into its reviews and considers how investment proposals incorporate green building principals.

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Meetings and Attendance

The Board met seven times during 2024. The Board generally schedules regular executive sessions at each of its meetings during which the independent directors meet without management participation. The Lead Independent Director presides over executive sessions of the Board.

Each director attended at least 75% of the total number of meetings of the Board and meetings of the Board committees of which he or she was a member during the periods served during 2024. The Board’s policy is that every director should attend our annual meetings of stockholders. All of the directors attended the virtual 2024 Annual Meeting of Stockholders.

Governance Documents

The Board has adopted a Code of Business Conduct and Ethics that applies to the Board of Directors and all AvalonBay executives and employees. In addition, the Board has adopted Corporate Governance Guidelines that govern many of its practices and policies. These documents are available on the Investor Relations section of our website (www.avalonbay.com) under “Corporate Governance Documents,” together with the following additional documents:

●	Charters for each of the Compensation, Audit, and Nominating, Governance and Corporate Responsibility Committees

●	Director Independence Standards

●	Policy on Political Contributions and Government Relations

●	Compensation Recovery Policy (“clawback”)

●	Insider Trading Policy

●	Policy Regarding Shareholder Approval of Future Severance Agreements

●	Policy Regarding Shareholder Rights Agreements

●	Senior Officer Stock Ownership Guidelines

●	Sanctions Compliance and Anti-Corruption Policy

To the extent required by the rules of the SEC and the NYSE, we will disclose amendments and waivers relating to these documents in the same place on our website. Additional information on corporate governance policies is included in the Compensation Discussion & Analysis section of this Proxy Statement under the heading “Compensation Policies.” The information contained on, or available through, our website is not incorporated by reference into this Proxy Statement.

Contacting the Board

Any stockholder or other interested party may contact any of our directors, including the Lead Independent Director or our independent directors as a group, by writing to them at the following address. All communications addressed to one or more directors will be forwarded as addressed.

[Name of Director or Group of Directors]

c/o AvalonBay Communities, Inc.

4040 Wilson Boulevard, Suite 1000

Arlington, VA 22203

Attention: Corporate Secretary (Legal Department)

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Human Capital Management

Our purpose as a company is to create a better way to live, and all AvalonBay associates, from those based at our communities to those at our regional and corporate offices, have a role to play in bringing our purpose to life.

We believe that AvalonBay’s culture is a differentiator that leads to success in fulfilling our purpose. Our company culture centers around our core values and cultural norms, which are touchstones that help guide our behavior and decision-making.

As of January 31, 2025, we had 2,988 employees, of which approximately 98% were employed on a full-time basis. Approximately 63% of our associates work on-site at our operating communities and the balance work on other matters. Approximately 40% of our associates self-identify as female and 64% self-identify as non-White (29% Hispanic; 17% Black; 7% Asian; and 11% from other ethnicities or who did not specify their ethnicities). We publish our latest EEO-1 report on our public Corporate Responsibility website.

At AvalonBay we believe that our associates are our most important resource and support their professional development and career advancement. To support their progress, our managers and associates have ongoing performance and career development conversations and memorialize them in a year-end performance review and development goals. We train and develop our associates in a variety of ways, including online, instructor-led and on-the-job learning. Our learning management system, Workday Learning, offers approximately 600 courses providing functional, technical, management, ethics, compliance, cyber-awareness and safety training. In addition, our tuition assistance program supports our associates by providing them with reimbursement, subject to program rules and limitations, for undergraduate and graduate degree programs or for coursework leading to professional certifications/designations.

Each year we conduct an Associate Perspective Survey, which enables AvalonBay to better understand how associates view the Company, their managers, and their overall experience. Based on the survey results, we endeavor to improve in areas that are deemed by associates as opportunities for growth. The 2024 survey showed that our associates’ engagement increased slightly from the previous year. We implemented actions around improving collaboration between departments, enhancing transparency for growth opportunities, and addressing safety and security concerns at our communities. We plan to measure the impact of these actions in the April 2025 survey.

We prioritize workplace safety across our operating communities, construction sites, and offices, and we strive to maintain a positive safety culture and work environment for all associates. To support this, our associates complete regular safety training courses on a variety of topics, and our risk management group tracks incident reports across our operations.  Additionally, the safety department leads a Safety Committee, which continually evaluates and improves our safety programs. We monitor our operational safety performance through monthly maintenance checkups and the construction safety performance through the Site Safety Observation program. Our safety team closely tracks project-level safety metrics at construction sites, and construction safety compliance is tied to compensation for both our construction team and CEO.

The Board, through its Compensation Committee, reviews management’s human resources practices, including talent management and training. The NGCR reviews matters related to inclusive work practices and our workforce inclusion and diversity. The Board actively supports activities that encourage an inclusive culture at AvalonBay.

Additional information on each of these areas relating to human capital management can be found under the “About Us – Corporate Responsibility” section of our website at www.avalonbay.com. Materials located on AvalonBay’s website and referenced herein are not deemed to be part of this Proxy Statement and are not incorporated herein by reference.

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Transactions with Related Persons, Promoters and Certain Control Persons

Our Code of Business Conduct and Ethics prohibits employees, including executive officers and directors, from engaging in activities that create a conflict of interest with AvalonBay unless all relevant details have been disclosed and an appropriate mitigation or waiver permitting the conduct has been received. An activity constitutes a conflict of interest under the Code if (i) the activity could adversely affect or compete with AvalonBay, (ii) any interest, connection or benefit to the employee or director from the activity could reasonably be expected to cause such employee or director to consider anything other than the best interest of AvalonBay when deliberating and voting on Company matters, (iii) any interest, connection or benefit to the employee or director from the activity could give such employee or director or a member of his or her family or other closely related individuals an improper benefit that was obtained on account of his or her position within AvalonBay, or (iv) the employee or director is placing his or her own interests above the Company’s interest. Mitigations and waivers for executive officers or directors may only be granted by the Board or a designated committee of the Board, and any mitigation or waiver granted to an executive officer or director will be disclosed to the extent required by law or NYSE rules. The NGCR (or any other committee of independent directors that is designated) is responsible for administering the Code for executive officers and directors.

The Board has also adopted a written policy relating to the review, approval and ratification of transactions with related persons. The policy applies to any transaction required to be disclosed by the Company pursuant to Item 404 of Regulation S-K (or any successor provision) promulgated by the SEC.  Generally, unless the transaction is one that is pre-approved under the related party transaction policy, prior to entering into a related party transaction the Company must submit the proposed transaction (along with appropriate background information) for review by the NGCR (or a subcommittee of the NGCR).  In deciding whether to approve the transaction, the NGCR (or subcommittee) will take into account, among other factors that it deems appropriate, whether the transaction is on terms no less favorable to the Company than terms generally available in a transaction with an unaffiliated third-party under the same or similar circumstances, whether the transaction is otherwise consistent with the interests of the Company and its stockholders, and the extent of the related person’s interest in the transaction.  

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Director Compensation

The compensation for our non-employee directors is described below. Directors who are also employees do not receive additional compensation for serving on the Board. Our Board and NGCR Committee periodically assess the total compensation for non-employee directors relative to the compensation provided by similarly sized REITs, by our multifamily peer group, and by a group of cross-industry similarly-sized companies. Based on the most recent review, the Board has approved an increase to the annual equity retainer for non-employee directors effective after the 2025 Annual Meeting, as noted in the table below.

Type of compensation1		Amount before Annual Meeting			Amount after Annual Meeting			How and when paid
Annual retainer		$	100,000		$	100,000		Quarterly installments, in cash, or at the director’s election, in the form of deferred stock units
Annual equity retainer: Restricted stock (or, at the director’s election, deferred stock units)		$	190,000		$	200,000		Granted on the fifth business day following the annual meeting Number of shares or units determined based on the closing price of AvalonBay’s common stock as reported by the NYSE on the grant date Shares or units vest in equal quarterly installments over one year
Additional retainer for Audit Committee chair		$	30,000		$	30,000		Quarterly installments, in cash, or at the director’s election, in the form of deferred stock units
Additional retainer for Compensation Committee chair		$	25,000		$	25,000		Quarterly installments, in cash, or at the director’s election, in the form of deferred stock units
Additional retainer for chairs of the Investment and Finance Committee and the Nominating, Governance and Corporate Responsibility Committee		$	20,000		$	20,000		Quarterly installments, in cash, or at the director’s election, in the form of deferred stock units
Additional retainer for Lead Independent Director		$	50,000		$	50,000		Quarterly installments, in cash, or at the director’s election, in the form of deferred stock units
Additional retainer for Non-Executive Chairman		$	250,000		$	250,000		Quarterly installments, in cash, or at the director’s election, in the form of deferred stock units

(1)	Share and unit awards are rounded to the nearest whole number.

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The annual equity retainer granted to non-employee directors in the form of shares of restricted stock (or deferred stock units) vests in four quarterly installments over a one-year period, subject to accelerated vesting upon departure from the Board except in the case of a voluntary departure by the director during the director’s elected term that is not due to death or disability or the director’s removal for cause. If a director elects to receive deferred stock units in lieu of restricted stock, the director will receive shares of stock in respect of the vested portion of the deferred stock units following termination of service as a director. Dividends equivalent to the dividends paid on shares of common stock are credited as restricted stock units prior to payout of the shares. All dividend equivalents credited as restricted stock units prior to payout are reinvested into additional shares of restricted stock units, which are also deferred under the plan.

Director Stock Ownership Guidelines

Under our Corporate Governance Guidelines, non-employee directors are generally required to hold shares (or deferred stock units) having a value that equals or exceeds five times the annual cash retainer paid to non-employee directors. Directors have five years from the commencement of their service as a director to comply with such requirement. As of April 1, 2025, all the non-employee directors who have served on the Board for five years or more were in compliance with this requirement.

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The following table provides information on the compensation of our directions for the fiscal year ended December 31, 2024.

Director Compensation Table

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		​		​		​		​		Change in Pension		​		​
​	​	​	​	​	​	​	​	​	​	Value and	​	​	​	​
​		​		​		​		​		Nonqualified		​		​
​		Fees Earned		​		​		Non-Equity		Deferred		​	​	​
​		or Paid in	​	Stock	​	Option		Incentive Plan		Compensation	​	All Other	​	​
​	​	Cash	​	Awards	​	Awards	​	Compensation		Earnings	​	Compensation	​	Total
​	​	($)(1)	​	($)(2)	​	($)	​	($)		($)	​	($)	​	($)
Name (a)	​	(b)	​	(c)	​	(d)	​	(e)		(f)	​	(g)	​	(h)
Glyn F. Aeppel		100,000		190,081		—		—		—		—		290,081
Terry S. Brown		—		331,890		—		—		—		—		331,890
Ronald L. Havner, Jr.		—		304,727		—		—		—		—		304,727
Stephen P. Hills		100,000		190,081		—		—		—		—		290,081
Christopher B. Howard		—		289,704		—		—		—		—		289,704
Richard J. Lieb		125,000		190,081		—		—		—		—		315,081
Nnenna Lynch		120,000		190,081		—		—		—		—		310,081
Charles E. Mueller, Jr.		—		304,585		—		—		—		—		304,585
Timothy J. Naughton(3)		350,000		190,081		—		—		—		—		540,081
Susan Swanezy		120,000		190,081		—		—		—		—		310,081
W. Edward Walter (4)		50,000		—		—		—		—		—		50,000

(1)	The amounts in the table above include the following cash fees paid in 2024:

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(2)

The amounts in column (c) reflect the grant date fair value of the shares of restricted stock or deferred stock units granted to each director in 2024. For Messrs. Brown, Havner, Howard, and Mueller, the amount also includes elections to receive deferred stock units in lieu of cash payments totaling $100,000 for each director. This column also includes payment for service as Committee Chairpersons during 2024 as follows: Mr. Havner - $15,000 (partial year for Audit Committee chair service as he rotated off that role after the 2024 Annual Meeting of Stockholders), Mr. Mueller - $15,000 (partial year for Audit Committee Chair service as he was assigned that role after the 2024 Annual Meeting of Stockholders). In addition, Mr. Brown received $42,500 for his service as Lead Independent Director.

As of December 31, 2024, each non-employee director held 490 unvested deferred stock units.

(3)	Mr. Naughton has served as non-executive Chairman of the Board since January 1, 2023.

(4)	Mr. Walter retired from the Board following his term ending on May 16, 2024.

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Proposal 2. Non-Binding, Advisory Vote on Executive Compensation

Section 14A(a)(1) of the Exchange Act generally requires each public company to include in its proxy statement a non-binding, advisory stockholder vote to approve the compensation of the Company’s named executive officers. The Compensation Discussion and Analysis as presented below describes AvalonBay’s executive officer compensation program and decisions made by the Compensation Committee and the Board with respect to the 2024 compensation of our named executive officers. We believe the compensation program achieves our goals of (i) attracting, retaining, motivating and engaging experienced and effective executives, (ii) aligning the interests of management with the interests of our stockholders, (iii) aligning pay with performance, with clearly defined goals and measures of achievement, and (iv) focusing on total compensation, consisting of base salary and incentive compensation.

We have held a non-binding, advisory vote on executive compensation (known as a say-on-pay vote) at each Annual Meeting of Stockholders since 2011. At our 2023 Annual Meeting of Stockholders, our stockholders voted on a proposal regarding the frequency of holding a non-binding, advisory vote on the compensation of our NEOs (a “Say-on-Pay Vote”), among other matters. A majority of the votes cast on the frequency proposal were cast in favor of holding a Say-on-Pay Vote every year, which was consistent with the recommendation of our Board. Our Board currently intends for the Company to hold a Say-on-Pay Vote every year at least until the 2029 Annual Meeting of Stockholders, which is the next required non-binding, advisory vote on the frequency of holding a Say-on-Pay Vote. At that meeting we plan to hold an advisory vote regarding the frequency of future Say-on-Pay Votes.

While the vote on the following resolution is advisory and will not bind us to take any particular action, our Compensation Committee and our Board will carefully consider the stockholder Say-on-Pay Vote in making future decisions regarding our compensation program. The Board is asking stockholders to adopt the following resolution:

“RESOLVED, that the compensation paid to AvalonBay’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and any related material disclosed in this Proxy Statement, is hereby APPROVED, on a non-binding, advisory basis, by the stockholders of AvalonBay.”

Required Vote and Recommendation

Only holders of record of AvalonBay’s common stock as of the close of business on the Record Date are entitled to vote on this proposal. Proxies will be voted for adoption of the resolution approving the compensation disclosed unless contrary instructions are set forth on the proxy card. A majority of the votes cast on the proposal at the Annual Meeting is required to provide non-binding, advisory approval of the compensation paid to AvalonBay’s named executive officers. Under Maryland law, abstentions and broker non-votes are not treated as votes cast. Accordingly, an abstention or broker non-vote will have no effect on the result of the vote.

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	THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RESOLUTION TO APPROVE, ON A NON BINDING, ADVISORY BASIS, THE COMPENSATION PAID TO AVALONBAY’S NAMED EXECUTIVE OFFICERS.

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Compensation Discussion and Analysis

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Table of Contents
​	​
Executive Summary	31
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Our Company Performance	31
Overview of our Executive Compensation Program	34
Our Compensation Programs Incorporate Best Practices	36
2024 Stockholder Advisory Vote on Executive Compensation	37
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Chief Executive Officer & President 2024 Compensation At-A-Glance	37
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Our Compensation Decision-Making Process	39
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Who is Involved in Compensation Decisions	39
How We Review Market Compensation	39
How We Select and Use Peer Groups	40
How We Establish Goals and Determine Achievement for Incentive Compensation	41
Compensation Consultant	42
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2024 Compensation Framework and Decisions	42
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Base Salary	42
Annual Cash Incentive Program	43
Annual Stock Bonus	50
Multi-Year Performance Award Program	52
Realized Pay for 2024 Performance	55
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Other Benefits	56
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Compensation Policies	56
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Anti-Hedging and Anti-Speculation Policy	57
No Pledging Policy	57
Severance Policy	57
Compensation Recovery Policy (“Clawback” Policy)	57
Dates and Pricing of Stock and Option Grants	58
Insider Trading Policies and Procedures	58
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Risk Considerations	59
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Compensation Committee Report	59
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Compensation Committee Interlocks and Insider Participation	59

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This Compensation Discussion and Analysis (“CD&A”) describes how the Board, the Compensation Committee and the Company think about compensation for the Company’s executive officers and what decisions were made in setting 2024 compensation, including how we established goals and aligned compensation with performance and stockholder interests.

Specifically, the CD&A describes the compensation of the following individuals, who were our named executive officers (“NEOs”) in 2024:

Name	​	Title
Benjamin W. Schall	​	Chief Executive Officer and President
Kevin P. O’Shea	​	Chief Financial Officer
Matthew H. Birenbaum	​	Chief Investment Officer
Sean J. Breslin	​	Chief Operating Officer
Pamela R. Thomas	​	Executive Vice President Portfolio and Asset Management

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Ms. Thomas joined the Company in July 2024.

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Executive Summary

Our Company Performance

The Company produced strong financial and operating results in 2024. Core Funds from Operations (“Core FFO”) per share increased by 3.6% in 2024, and Same Store Residential Rental Revenue and Same Store Residential Net Operating Income (“NOI”) increased by 3.4% and by 2.7%, respectively, as compared to the prior year. Our three-year TSR outperformed the Nareit Apartment REIT index and Nareit Equity REIT index. Over the course of the year, we made considerable progress in transforming the way we operate and how we deliver services to prospects and residents. We were nimble from a capital allocation perspective during the year, increasing our development starts in 2024 by nearly $200 million over an initial forecast to approximately $1.05 billion. We continued to further optimize the growth profile of our portfolio in 2024 by selling approximately $726 million of wholly owned real estate assets primarily located in our established regions, and recycling the proceeds into acquisitions and new developments in our expansion regions with a continued emphasis on suburban locations.

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Corporate Responsibility We continued our focus on Corporate Responsibility in 2024. Notably we maintained our MSCI score of “A” and our ISS “Prime” rating, which outperform many multifamily REIT peers. We were featured on the Forbes’ Net Zero Leaders Top 100 List, representing the only multifamily REIT to make the list and ranking third for all real estate companies. These scores are reflective of our continued progress advancing sustainability performance and addressing climate risk across our portfolio. ​ After initially setting 2°C emissions targets in 2019, we are proud to have adopted new, more ambitious, 1.5°C-aligned emissions reduction targets to reduce Scope 1 and 2 emissions intensity (CO2e/sqft) by 63% and reduce Scope 3 emissions intensity (CO2e/sqft) by 61% by 2030, with a 2017 baseline.  Additional information on our CR efforts including targets, goals, and progress is published annually in our CR Report, which can be found under the “About Us – Corporate Responsibility” section of our website at www.avalonbay.com. We expect to publish our 2024 Report in mid-2025.

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Employee Engagement Our overall associate engagement and willingness to refer was measured at 85% by a third-party survey firm, and in March we were also named as a USA TODAY Top Workplace for 2025.

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Overview of our Executive Compensation Program

AvalonBay’s compensation program is designed to:
1. Attract, retain, motivate, and engage our employees	2. Align the interests of management with the interests of stockholders	3. Align pay with performance with clearly defined goals and measures of achievement	4. Focus on total compensation, consisting of base salary and incentive compensation

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Consistent with our total compensation philosophy, a substantial majority of the target pay for our NEOs is variable and contingent on performance.

Target Total Compensation Mix

CEO 2024 Target Pay Mix		Other NEOs 2024 Average Target Pay Mix
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The individual components of direct compensation for the NEOs are summarized below.

Type		Component		Description		Connection to the Company’s Business Strategy and Philosophy
Fixed Compensation		Base Salary		Payable in cash. Generally established in February and effective in March.		Attract and retain key talent
Performance-Based Compensation		Annual Cash Incentive Awards		Earned based on achievement against pre-determined one-year corporate and individual goals and evaluation of performance for the CEO, and achievement against pre-determined corporate, individual, and business unit goals and evaluation of performance for the remaining NEOs.		Drive Company and business unit performance ​ Motivate individual performance
			Annual Stock Bonus		Earned based on performance against pre-determined one-year corporate goals for the CEO, and business unit goals and performance for the remaining NEOs. Awarded in the form of restricted stock with three-year ratable vesting.		Drive Company and business unit performance ​ Attract and retain key talent
			Long-Term Performance Units		Earned based on the Company’s relative total shareholder return (“TSR”) and relative operating performance against defined real estate indices and multi-family peer groups for a three-year performance period. Settled at the end of the performance period in unrestricted stock and a cash payment reflecting the dividends paid on the number of shares earned during the performance period.		Align executive officers’ compensation with the interests of stockholders ​ Maximize the Company’s performance and reward management’s long-term perspective
			Stock Options		Stock options are not part of our current recurring compensation framework, although prior to the end of a calendar year officers may elect to receive all or a portion of their upcoming stock bonus in the form of stock options that are equal in value to the restricted shares of stock foregone. If no such election is made, the stock bonus is delivered in the form of restricted stock. As a result of elections he made, Mr. Schall received 25% of his stock bonuses in the form of stock options in each of the past three years.		Align executive officers’ compensation with the interests of stockholders

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