0000915912 false DEF 14A 0000915912 avb:BenjaminWSchallMember 2024-01-01 2024-12-31 0000915912 avb:BenjaminWSchallMember 2023-01-01 2023-12-31 0000915912 avb:TimothyJNaughtonMember 2022-01-01 2022-12-31 0000915912 avb:BenjaminWSchallMember 2022-01-01 2022-12-31 0000915912 avb:TimothyJNaughtonMember 2021-01-01 2021-12-31 0000915912 avb:TimothyJNaughtonMember 2020-01-01 2020-12-31 0000915912 5 2024-01-01 2024-12-31 0000915912 4 2024-01-01 2024-12-31 0000915912 3 2024-01-01 2024-12-31 0000915912 2 2024-01-01 2024-12-31 0000915912 1 2024-01-01 2024-12-31 0000915912 2023-01-01 2023-12-31 0000915912 2022-01-01 2022-12-31 0000915912 2021-01-01 2021-12-31 0000915912 2020-01-01 2020-12-31 0000915912 ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMember ecd:PeoMember avb:BenjaminWSchallMember 2024-01-01 2024-12-31 0000915912 ecd:EqtyAwrdsInSummryCompstnTblForAplblYrMember ecd:PeoMember avb:BenjaminWSchallMember 2024-01-01 2024-12-31 0000915912 ecd:DvddsOrOthrErngsPdOnEqtyAwrdsNtOthrwsRflctdInTtlCompForCvrdYrMember ecd:PeoMember avb:BenjaminWSchallMember 2024-01-01 2024-12-31 0000915912 ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMember ecd:PeoMember avb:BenjaminWSchallMember 2024-01-01 2024-12-31 0000915912 ecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMember ecd:PeoMember avb:BenjaminWSchallMember 2024-01-01 2024-12-31 0000915912 ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMember ecd:NonPeoNeoMember 2024-01-01 2024-12-31 0000915912 ecd:EqtyAwrdsInSummryCompstnTblForAplblYrMember ecd:NonPeoNeoMember 2024-01-01 2024-12-31 0000915912 ecd:DvddsOrOthrErngsPdOnEqtyAwrdsNtOthrwsRflctdInTtlCompForCvrdYrMember ecd:NonPeoNeoMember 2024-01-01 2024-12-31 0000915912 ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMember ecd:NonPeoNeoMember 2024-01-01 2024-12-31 0000915912 ecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMember ecd:NonPeoNeoMember 2024-01-01 2024-12-31 0000915912 ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMember ecd:PeoMember avb:BenjaminWSchallMember 2023-01-01 2023-12-31 0000915912 ecd:EqtyAwrdsInSummryCompstnTblForAplblYrMember ecd:PeoMember avb:BenjaminWSchallMember 2023-01-01 2023-12-31 0000915912 ecd:DvddsOrOthrErngsPdOnEqtyAwrdsNtOthrwsRflctdInTtlCompForCvrdYrMember ecd:PeoMember avb:BenjaminWSchallMember 2023-01-01 2023-12-31 0000915912 ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMember ecd:PeoMember avb:BenjaminWSchallMember 2023-01-01 2023-12-31 0000915912 ecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMember ecd:PeoMember avb:BenjaminWSchallMember 2023-01-01 2023-12-31 0000915912 ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMember ecd:NonPeoNeoMember 2023-01-01 2023-12-31 0000915912 ecd:EqtyAwrdsInSummryCompstnTblForAplblYrMember ecd:NonPeoNeoMember 2023-01-01 2023-12-31 0000915912 ecd:DvddsOrOthrErngsPdOnEqtyAwrdsNtOthrwsRflctdInTtlCompForCvrdYrMember ecd:NonPeoNeoMember 2023-01-01 2023-12-31 0000915912 ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMember ecd:NonPeoNeoMember 2023-01-01 2023-12-31 0000915912 ecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMember ecd:NonPeoNeoMember 2023-01-01 2023-12-31 0000915912 ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMember ecd:PeoMember avb:TimothyJNaughtonMember 2022-01-01 2022-12-31 0000915912 ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMember ecd:PeoMember avb:BenjaminWSchallMember 2022-01-01 2022-12-31 0000915912 ecd:EqtyAwrdsInSummryCompstnTblForAplblYrMember ecd:PeoMember avb:TimothyJNaughtonMember 2022-01-01 2022-12-31 0000915912 ecd:EqtyAwrdsInSummryCompstnTblForAplblYrMember ecd:PeoMember avb:BenjaminWSchallMember 2022-01-01 2022-12-31 0000915912 ecd:DvddsOrOthrErngsPdOnEqtyAwrdsNtOthrwsRflctdInTtlCompForCvrdYrMember ecd:PeoMember avb:TimothyJNaughtonMember 2022-01-01 2022-12-31 0000915912 ecd:DvddsOrOthrErngsPdOnEqtyAwrdsNtOthrwsRflctdInTtlCompForCvrdYrMember ecd:PeoMember avb:BenjaminWSchallMember 2022-01-01 2022-12-31 0000915912 ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMember ecd:PeoMember avb:TimothyJNaughtonMember 2022-01-01 2022-12-31 0000915912 ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMember ecd:PeoMember avb:BenjaminWSchallMember 2022-01-01 2022-12-31 0000915912 ecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMember ecd:PeoMember avb:TimothyJNaughtonMember 2022-01-01 2022-12-31 0000915912 ecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMember ecd:PeoMember avb:BenjaminWSchallMember 2022-01-01 2022-12-31 0000915912 ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMember ecd:NonPeoNeoMember 2022-01-01 2022-12-31 0000915912 ecd:EqtyAwrdsInSummryCompstnTblForAplblYrMember ecd:NonPeoNeoMember 2022-01-01 2022-12-31 0000915912 ecd:DvddsOrOthrErngsPdOnEqtyAwrdsNtOthrwsRflctdInTtlCompForCvrdYrMember ecd:NonPeoNeoMember 2022-01-01 2022-12-31 0000915912 ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMember ecd:NonPeoNeoMember 2022-01-01 2022-12-31 0000915912 ecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMember ecd:NonPeoNeoMember 2022-01-01 2022-12-31 0000915912 ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMember ecd:PeoMember avb:TimothyJNaughtonMember 2021-01-01 2021-12-31 0000915912 ecd:EqtyAwrdsInSummryCompstnTblForAplblYrMember ecd:PeoMember avb:TimothyJNaughtonMember 2021-01-01 2021-12-31 0000915912 ecd:DvddsOrOthrErngsPdOnEqtyAwrdsNtOthrwsRflctdInTtlCompForCvrdYrMember ecd:PeoMember avb:TimothyJNaughtonMember 2021-01-01 2021-12-31 0000915912 ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMember ecd:PeoMember avb:TimothyJNaughtonMember 2021-01-01 2021-12-31 0000915912 ecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMember ecd:PeoMember avb:TimothyJNaughtonMember 2021-01-01 2021-12-31 0000915912 ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMember ecd:NonPeoNeoMember 2021-01-01 2021-12-31 0000915912 ecd:EqtyAwrdsInSummryCompstnTblForAplblYrMember ecd:NonPeoNeoMember 2021-01-01 2021-12-31 0000915912 ecd:DvddsOrOthrErngsPdOnEqtyAwrdsNtOthrwsRflctdInTtlCompForCvrdYrMember ecd:NonPeoNeoMember 2021-01-01 2021-12-31 0000915912 ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMember ecd:NonPeoNeoMember 2021-01-01 2021-12-31 0000915912 ecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMember ecd:NonPeoNeoMember 2021-01-01 2021-12-31 0000915912 ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMember ecd:PeoMember avb:TimothyJNaughtonMember 2020-01-01 2020-12-31 0000915912 ecd:EqtyAwrdsInSummryCompstnTblForAplblYrMember ecd:PeoMember avb:TimothyJNaughtonMember 2020-01-01 2020-12-31 0000915912 ecd:DvddsOrOthrErngsPdOnEqtyAwrdsNtOthrwsRflctdInTtlCompForCvrdYrMember ecd:PeoMember avb:TimothyJNaughtonMember 2020-01-01 2020-12-31 0000915912 ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMember ecd:PeoMember avb:TimothyJNaughtonMember 2020-01-01 2020-12-31 0000915912 ecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMember ecd:PeoMember avb:TimothyJNaughtonMember 2020-01-01 2020-12-31 0000915912 ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMember ecd:NonPeoNeoMember 2020-01-01 2020-12-31 0000915912 ecd:EqtyAwrdsInSummryCompstnTblForAplblYrMember ecd:NonPeoNeoMember 2020-01-01 2020-12-31 0000915912 ecd:DvddsOrOthrErngsPdOnEqtyAwrdsNtOthrwsRflctdInTtlCompForCvrdYrMember ecd:NonPeoNeoMember 2020-01-01 2020-12-31 0000915912 ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMember ecd:NonPeoNeoMember 2020-01-01 2020-12-31 0000915912 ecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMember ecd:NonPeoNeoMember 2020-01-01 2020-12-31 0000915912 2024-01-01 2024-12-31 0000915912 2024-12-31 0000915912 2023-12-29 0000915912 2022-12-30 0000915912 2021-12-31 0000915912 2020-12-31 0000915912 2019-12-31 xbrli:pure iso4217:USD iso4217:USD xbrli:shares

Table of Contents

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. )

​

| Filed by the Registrant |  | Filed by a Party other than the Registrant

​

Check the appropriate box:
| Preliminary Proxy Statement
| Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(e)(2))
| Definitive Proxy Statement
| Definitive Additional Materials
| Soliciting Material under §240.14a-12

​

AvalonBay Communities, Inc.

(Name of Registrant as Specified in Its Charter)

​

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

​

Payment of Filing Fee (Check all boxes that apply):
| No fee required.
| Fee paid previously with preliminary materials.
| Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

​

​

​

​

Table of Contents

​

​

Table of Contents

​

​

Table of Contents

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

​

Sincerely,

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

​

​

​

​

​

​ | AvalonBay Communities | 1
​ | 2025 PROXY STATEMENT |

​

Table of Contents

​

​

​

​

​

May 21, 2025

10:00 a.m., Eastern Time
www.virtualshareholdermeeting.com/AVB2025

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of AvalonBay Communities, Inc., a Maryland corporation (“AvalonBay”), will be held on Wednesday, May 21, 2025, at 10:00 a.m., Eastern Time, in a virtual format via audio webcast only, for the following purposes: ​ 1. To elect 11 directors to serve until the 2026 Annual Meeting of Stockholders and until their respective successors are elected and qualify. 2. To adopt a resolution to approve, on a non-binding, advisory basis, the compensation of certain executives of AvalonBay. 3. To ratify the selection of Ernst & Young LLP to serve as AvalonBay’s independent auditors for 2025. 4. To transact such other business as may be properly brought before the Annual Meeting and at any postponements or adjournments thereof. ​ The Board of Directors has fixed the close of business on March 21, 2025 as the record date for determining the stockholders entitled to receive notice of and to vote at the Annual Meeting. Only holders of record of AvalonBay’s common stock on that date will be entitled to receive notice of and to vote at the Annual Meeting and at any postponements or adjournments thereof. ​ Arlington, Virginia By Order of the Board of Directors April 2, 2025 Edward M. Schulman Corporate Secretary

NOTICE

of Annual Meeting
of Stockholders

The meeting will be held in a virtual format via audio webcast only. You will not be able to attend the Annual Meeting physically, but you can attend online and vote and submit questions online before and during the meeting.

The Annual Meeting can be accessed via AvalonBay’s Annual Meeting website at www.virtualshareholdermeeting.com/AVB2025 beginning 15 minutes prior to the scheduled start time of 10:00 a.m., Eastern Time. You will need the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form. Technical support will be available by telephone beginning when the registration window opens and throughout the Annual Meeting.

To ensure access, all validated stockholders may submit questions in advance, beginning on April 2, 2025, by visiting www.proxyvote.com. Questions will be accepted on the Annual Meeting website, www.virtualshareholdermeeting.com/AVB2025, during the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 21, 2025:

The Notice of Annual Meeting, Proxy Statement, Annual Report to Stockholders and Annual Report on Form 10-K for the year ended December 31, 2024, are available at www.proxyvote.com. 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.

​

Holders of record of AvalonBay common stock may vote during the meeting. However, we suggest that you authorize a proxy to vote your shares in advance of the meeting, using one of the following three methods, in case you are unable to attend:
BY INTERNET | BY TELEPHONE | BY MAIL
Go to www.proxyvote.com and follow the instructions | Call 800-690-6903 | Sign the enclosed proxy card and mail it promptly in the enclosed postage-prepaid envelope
For more information on how to vote, see “Some Questions You May Have Regarding This Proxy Statement.”

​

​

​ | AvalonBay Communities | 2
​ | 2025 PROXY STATEMENT |

​

Table of Contents

TABLE OF CONTENTS

​

​ | ​ | ​
Proxy Summary |  | 5
2025 Annual Meeting of Stockholders Information | ​ | 5
Meeting Agenda and Voting Matters | ​ | 5
Election of Directors | ​ | 6
Corporate Governance, Cybersecurity and C orporate 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

​

​

​ | AvalonBay Communities | 3
​ | 2025 PROXY STATEMENT |

​

Table of Contents

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

​

​

​

​

​ | AvalonBay Communities | 4
​ | 2025 PROXY STATEMENT |

​

Table of Contents

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

| ​ | ​
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
​ | ​ | ​

​

Meeting Agenda and Voting Matters

| ​ |  | ​ |
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

​

​

​

​ | AvalonBay Communities | 5
​ | 2025 PROXY STATEMENT |

​

Table of Contents

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

​

* | 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

​

Tenure | Age | Diversity and Independence

​

Skills, attribute or experience:

​

​ | AvalonBay Communities | 6
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Corporate Governance, Cybersecurity and Corporate Responsibility Best Practices

​ |  |  |
​ |  |  |
| 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
​ |  |  |
| Annual Board, committee and director evaluations |  | Double-trigger restricted stock vesting in the event of a change in control
​ |  |  |
| Annual election of all directors with a majority voting standard in uncontested elections |  | Policy on political contributions and government relations publicly available on website
​ |  |  |
| Lead Independent Director |  | Reimbursement policy for director education programs and subscription for each director to relevant newsletters
​ |  |  |
| 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
​ |  |  |
| Regular executive sessions of independent directors |  | Annual advisory vote to ratify independent auditor
​ |  |  |
| Director and senior officer stock ownership guidelines |  | Annual advisory vote on executive compensation
​ |  |  |
| 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
​ |  |  |
| Policy regarding stockholder approval of certain future severance agreements |  | Published EEO-1 data
​ |  |  |
| 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
​ |  |  |
| 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
​ |  |  |
| Mandatory, regular cybersecurity training for all associates; maintain cybersecurity insurance |  | The Audit Committee meets with senior IT associates regarding cybersecurity regularly, including during 2024
​ |  |  |

​

​

​ | AvalonBay Communities | 7
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Executive Compensation Highlights

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​
​ | AvalonBay’s compensation program for executives and other employees 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
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​

​

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
| ​ |

​

​

​

​

​

​ | AvalonBay Communities | 8
​ | 2025 PROXY STATEMENT |

​

Table of Contents

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.

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

​

​

​

​ | AvalonBay Communities | 9
​ | 2025 PROXY STATEMENT |

​

Table of Contents

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 | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■
| Real Estate Development | ■ | ■ | ■ | ■ | ■ |  |  |  | ■ | ■ |
| Board Diversity* |  |  | ■ |  |  |  | ■ |  | ■ |  | ■
| C-Level Management Experience | ■ | ■ |  | ■ | ■ | ■ | ■ | ■ |  | ■ |
| Financial/Capital Markets Experience | ■ | ■ | ■ | ■ | ■ |  |  | ■ |  | ■ | ■
| Marketing/Brand Management/Consumer Focus |  |  | ■ | ■ |  | ■ | ■ |  |  |  |
| Non-AVB Public Board Experience | ■ | ■ | ■ |  | ■ |  |  | ■ | ■ |  | ■
| Public Company CEO Experience | ■ | ■ |  |  | ■ |  |  |  |  |  |
| Real Estate Investment & Finance | ■ | ■ | ■ | ■ | ■ |  |  | ■ | ■ | ■ | ■
| Leadership in Non-Corporate Settings (e.g. Military, Academia, Public Sector) |  |  |  |  |  |  | ■ |  | ■ |  |
| Technology, Information Security and Innovation |  |  |  |  |  | ■ | ■ |  |  |  |

* | 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.

​

​

​ | AvalonBay Communities | 10
​ | 2025 PROXY STATEMENT |

​

Table of Contents

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

​

|  | ​ ​ |
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

​

​

​ | AvalonBay Communities | 11
​ | 2025 PROXY STATEMENT |

​

Table of Contents

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

​

|  | ​ ​ |
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

​

| 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 | ​ | ​

​

​

​ | AvalonBay Communities | 12
​ | 2025 PROXY STATEMENT |

​

Table of Contents

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

​

|  | ​ ​ |
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

​

​

​ | AvalonBay Communities | 13
​ | 2025 PROXY STATEMENT |

​

Table of Contents

|  | ​ ​ |
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

​

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

​

| 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 | ​ | ​

​

​

​ | AvalonBay Communities | 14
​ | 2025 PROXY STATEMENT |

​

Table of Contents

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

​

|  | ​ ​ |
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

​

​

​ | AvalonBay Communities | 15
​ | 2025 PROXY STATEMENT |

​

Table of Contents

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

​

| 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 | ​ | ​

​

​

​

​

​ | AvalonBay Communities | 16
​ | 2025 PROXY STATEMENT |

​

Table of Contents

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.

​

​

​ | AvalonBay Communities | 17
​ | 2025 PROXY STATEMENT |

​

Table of Contents

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.”

​

​ | AvalonBay Communities | 18
​ | 2025 PROXY STATEMENT |

​

Table of Contents

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.

​

| ​ |  | ​ |
Board Oversight of Corporate Responsibility Matters
| ​ |  | ​ |
Environmental | ​ | Social | ​ | Governance
The NGCR oversees goal setting, efforts and progress on environmental matters, including with respect to climate change and carbon emissions, energy management, waste management, and water scarcity. The Audit Committee (“AC”) oversees the reliability and adequacy of the Company’s CR reporting. The Investment and Finance Committee (“IFC”) incorporates sustainability matters into its review of portfolio allocation and individual transaction proposals and considers how investment proposals incorporate green building principles. The Compensation Committee (“CC”) considers the inclusion of environmental goals in compensation programs. | ​ | The NGCR oversees matters pertaining to employee inclusion and diversity, health and safety, human rights and labor standards, community relations and philanthropy, and employee engagement and culture. The AC oversees matters relating to data protection and privacy. The CC oversees matters relating to human capital management and workforce pay equity, and also considers how other social goals are incorporated into compensation programs. The Board as a whole oversees customer satisfaction matters. | ​ | The NGCR oversees matters relating to stockholder rights and engagement, business ethics, political activity and government relations, and traditional board composition/ structure matters. The AC oversees material legal compliance matters as needed.

​

​ | AvalonBay Communities | 19
​ | 2025 PROXY STATEMENT |

​

Table of Contents

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.

​

​

​ | AvalonBay Communities | 20
​ | 2025 PROXY STATEMENT |

​

Table of Contents

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.

​

​

​

​ | AvalonBay Communities | 21
​ | 2025 PROXY STATEMENT |

​

Table of Contents

​

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.

​

​ | AvalonBay Communities | 22
​ | 2025 PROXY STATEMENT |

​

Table of Contents

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.

​

​

​ | AvalonBay Communities | 23
​ | 2025 PROXY STATEMENT |

​

Table of Contents

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)

​

​

​ | AvalonBay Communities | 24
​ | 2025 PROXY STATEMENT |

​

Table of Contents

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.

​

​

​ | AvalonBay Communities | 25
​ | 2025 PROXY STATEMENT |

​

Table of Contents

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.

​

​

​ | AvalonBay Communities | 26
​ | 2025 PROXY STATEMENT |

​

Table of Contents

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.

​

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.

​

​

​ | AvalonBay Communities | 27
​ | 2025 PROXY STATEMENT |

​

Table of Contents

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:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | ​ |  | ​ |  | Non-Executive |  | ​
​ | ​ | Annual | ​ | Committee | ​ | ​ | ​ | Chairman of the | ​ | ​
​ |  | Retainer |  | Chair Fee | ​ | Lead Director Fee |  | Board Fee | ​ | Total Payment
Name | ​ | ($) | ​ | ($) | ​ | ($) |  | ($) | ​ | ($)
Glyn F. Aeppel |  | 100,000 |  | — |  | — |  | — |  | 100,000
Stephen P. Hills |  | 100,000 |  | — |  | — |  | — |  | 100,000
Richard J. Lieb |  | 100,000 |  | 25,000 |  | — |  | — |  | 125,000
Nnenna Lynch |  | 100,000 |  | 20,000 |  | — |  | — |  | 120,000
Timothy J. Naughton |  | 100,000 |  | — |  | — |  | 250,000 |  | 350,000
Susan Swanezy | ​ | 100,000 | ​ | 20,000 | ​ | — | ​ | — | ​ | 120,000
W. Edward Walter |  | 50,000 |  | — |  | — |  | — |  | 50,000

(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.

​

​

​

​ | AvalonBay Communities | 28
​ | 2025 PROXY STATEMENT |

​

Table of Contents

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.

​ ​ |
| 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.

​

​

​

​

​

​ | AvalonBay Communities | 29
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Compensation Discussion and Analysis

​ | ​
Table of Contents
​ | ​
Executive Summary | 31
​ | ​
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
​ | ​
Chief Executive Officer & President 2024 Compensation At-A-Glance | 37
​ | ​
Our Compensation Decision-Making Process | 39
​ | ​
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
​ | ​
2024 Compensation Framework and Decisions | 42
​ | ​
Base Salary | 42
Annual Cash Incentive Program | 43
Annual Stock Bonus | 50
Multi-Year Performance Award Program | 52
Realized Pay for 2024 Performance | 55
​ | ​
Other Benefits | 56
​ | ​
Compensation Policies | 56
​ | ​
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
​ | ​
Risk Considerations | 59
​ | ​
Compensation Committee Report | 59
​ | ​
Compensation Committee Interlocks and Insider Participation | 59

​

​

​ | AvalonBay Communities | 30
​ | 2025 PROXY STATEMENT |

​

Table of Contents

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

​

Ms. Thomas joined the Company in July 2024.

​

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.

​

​

​ | AvalonBay Communities | 31
​ | 2025 PROXY STATEMENT |

​

Table of Contents

2024 KEY HIGHLIGHTS
Operating Activity Our Same Store Residential NOI increased by 2.7% and was driven by 3.4% Same Store Residential rental revenue growth year over year, which was supported by strong operating fundamentals and improved underlying bad debt trends. We continued our implementation of various operating initiatives designed to enhance the customer experience while generating operating efficiencies, including prospect website improvements, digitalization and automation of maintenance processes, digitalization and centralization of certain activities previously performed on-site, and implementation of smart access and community wide Wi-Fi. | 2.7% 2024 SAME STORE RESIDENTIAL NOI GROWTH
Development Activity We completed nine new wholly owned development communities and one unconsolidated joint venture community, containing 3,456 apartment homes for an aggregate total capitalized cost of approximately $1.6 billion. We also started the development of nine new apartment communities, which are expected to contain 2,921 apartment homes in total when completed for an aggregate projected total capitalized cost of approximately $1.05 billion. Our 2024 development completions delivered a 5.6% initial stabilized yield, exceeding our original pro-forma underwriting by 0.2%. | 5.6% INITIAL STABILIZED YIELD ON 2024 DEVELOPMENT COMPLETIONS
Dividend During 2024, we paid quarterly dividends at a rate of $1.70 per share, and in January 2025 we declared the first quarter dividend for 2025 at a rate of $1.75 per share, a 2.9% increase over the prior rate. | $6.80 TOTAL DIVIDENDS/SHARE PAID IN 2024 2.9% INCREASE FOR 1Q 2025
Balance Sheet Management We raised approximately $2 billion of capital, including approximately $726 million from the sale of real estate and $400 million through the issuance of unsecured notes. Additionally, we expect to generate approximately $890 million via forward equity contracts that will be settled by the end of 2025. At year-end, our Net Debt-to-Core-EBITDAre was 4.2x and unencumbered NOI was 95% as a percent of total NOI. | NET DEBT-TO- CORE EBITDAre 4.2X 95% UNENCUMBERED NOI
Portfolio Management We sold eight wholly owned communities, containing 1,532 apartment homes, for an aggregate sales price of approximately $726 million. The Company also acquired six wholly owned communities, containing 1,441 apartment homes, for an aggregate purchase price of approximately $460 million. The six newly acquired communities were in our expansion regions. We ended the year with approximately 73% of our portfolio in suburban submarkets (based on year-end percent of stabilized NOI), making progress towards our long-term goal of 80%. | 73% SUBURBAN PORTFOLIO AT YEAR END 2024

​

​ | AvalonBay Communities | 32
​ | 2025 PROXY STATEMENT |

​

Table of Contents

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. | ​
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. |

​

​

​

​ | AvalonBay Communities | 33
​ | 2025 PROXY STATEMENT |

​

Table of Contents

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

​

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
​ |  | ​

​

​

​

​ | AvalonBay Communities | 34
​ | 2025 PROXY STATEMENT |

​

Table of Contents

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

​

​

​

​ | AvalonBay Communities | 35
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Our Compensation Programs Incorporate Best Practices

The Board implements and maintains leading practices in the Company’s executive compensation programs.

What we do |  |
Pay for performance |  | At least 50% of our NEOs’ target total direct compensation is performance-based and tied to pre-established performance goals aligned with our short-term and long-term objectives.
​ | ​ | ​
Rigorous performance goals |  | We use rigorous, objective performance-based Company goals in our incentive plans.
​ | ​ | ​
Annual say-on-pay vote |  | We have conducted an annual advisory say-on-pay vote on our NEO compensation since 2011.
​ | ​ | ​
Annual compensation peer group review |  | We review competitive market information when considering executive pay.
​ | ​ | ​
Caps on annual and long-term incentives |  | Performance-based incentive awards have maximum achievement levels to mitigate the risk that executives will make unwise decisions in pursuit of excessive rewards.
| ​ |
Limited perquisites |  | We provide limited perquisites to officers in the Company.
| ​ | ​
Limited employment agreements |  | We do not have employment agreements with officers.
​ | ​ | ​
Compensation Recovery Policy (“clawback” policy) |  | We have adopted a compensation recovery (or “clawback”) policy (the “Compensation Recovery Policy”), which requires recovery from current and former executive officers of certain incentive-based compensation in the event of a required restatement of previously issued financial statements.
​ | ​ | ​
Director and senior officer stock ownership guidelines |  | Our stock ownership guidelines require significant ownership of AvalonBay stock by officers holding the title of senior vice president or higher, and by our non-employee directors, to align the long-term interests of our officers and non-employee directors with those of our stockholders.
​ | ​ | ​
Independent Compensation Committee consultant |  | The Compensation Committee engages an independent compensation consultant to advise on executive and director compensation matters.
| ​ | ​
Prohibition on certain transactions in Company stock by directors and officers |  | Our Anti-Hedging and Anti-Speculation Policy, which applies to all directors, officers and employees, prohibits hedging and the use of derivative securities and similar transactions relating to our securities. Our No Pledging Policy prohibits our directors and officers from holding AvalonBay securities in a margin account or pledging our securities as collateral for loans.
​ | ​ | ​
| ​ |
What we don’t do | ​ | ​
No single-trigger vesting of restricted shares or options |  | We do not maintain any plans that require automatic acceleration of time-based vesting restricted share or option awards upon a change in control of AvalonBay.
​ | ​ | ​
No excise tax gross-ups on change in control payments |  | We do not provide our NEOs with any excise tax gross-ups or other payment or reimbursement of excise taxes in connection with a change in control of AvalonBay.
​ | ​ | ​
No tax gross-ups on perquisites |  | We do not provide our NEOs with any tax gross-ups on perquisites, other than in limited circumstances for expense reimbursement associated with approved business-related relocations.
​ | ​ | ​
No discounting of stock options or repricing of underwater options |  | Our equity compensation plan expressly prohibits discounting the exercise price of stock options and repricing underwater stock options without stockholder approval.
| ​ | ​
No guaranteed bonuses |  | Our annual incentive plan is entirely performance-based, and our NEOs are not guaranteed any minimum levels of payment under that plan with the exception of Ms. Thomas who joined us in July 2024 and for whom we guaranteed her first year’s 2024 cash and stock bonus payments as part of her sign-on package.
​ | ​ | ​

​

​

​ | AvalonBay Communities | 36
​ | 2025 PROXY STATEMENT |

​

Table of Contents

2024 Stockholder Advisory Vote on Executive Compensation

At the 2024 Annual Meeting of Stockholders, the Company’s executive officer compensation for 2023 was approved by approximately 95.5% of the votes cast on the matter. The Compensation Committee and the Company considered these results to be an endorsement by stockholders of the Company’s compensation structure, target levels and actual executive compensation.

Chief Executive Officer & President 2024 Compensation At-A-Glance

Benjamin W. Schall Chief Executive Officer & President

Fiscal 2024 Total Compensation

Chief Executive Officer 2024 Compensation At-A-Glance
Fiscal 2024 Target Total Compensation: $9,000,000 | ​ |
Base Salary: | $1,000,000 | ​ | CEO 2024 Target Pay Mix ​
Cash Bonus 2024 target: | $1,500,000 (150% of base salary) | ​ |
Stock Bonus 2024 target: | $1,945,000(1) | ​ |
Performance award target for 2024-2026 performance period: | ​ $4,555,000 | ​ |
Realized Performance award for 2022-2024 performance period: | For Mr. Schall’s 2022-2024 performance award, combined achievement was 149.1% of target, with a realized stock value of $6,032,293 (based on the February 26, 2025, closing stock price of $221.58 and including payment of a cash amount representing accrued dividends on earned units). | ​ |

(1) | Mr. Schall elected to receive 25% of his earned annual stock bonus in the form of a stock option with a total Black-Scholes value equal in amount to 25% of his earned stock bonus. The exercise price of the stock option is equal to our closing stock price on the date of grant.

Cash Bonus

Mr. Schall’s target cash bonus was 150% of base salary in 2024, with 80% of the target cash bonus based on corporate performance factors and 20% based on individual performance. The achievement levels for corporate performance and individual factors for 2024 were determined to be 123.9% and 115.0% of target, respectively, resulting in a final cash bonus for 2024 of $1,831,800.

Stock Bonus

Mr. Schall’s target stock bonus for 2024 was $1,945,000. The performance measures used in calculating the stock bonus reflect different elements of the Company’s performance and are not duplicative of the performance measures used to evaluate corporate performance under the annual cash bonus program. Details on these performance measures can be found later in the CD&A under Annual Stock Bonus. The quantitative achievement level for these stock bonus performance measures for 2024 was 99.2% of target. This resulted in a payout of $1,929,440. Mr. Schall elected to receive 25% of the earned stock bonus value in the form of a stock option and the remainder in the form of restricted stock. The restricted stock and stock options vest ratably over three years from the date of grant. Under applicable SEC rules, these awards will be disclosed in the 2026 proxy statement Summary Compensation Table as the actual grant of stock and options, though based on 2024 achievement, occurred in 2025.

​

​

​ | AvalonBay Communities | 37
​ | 2025 PROXY STATEMENT |

​

Table of Contents

2024-2026 Performance Awards

Mr. Schall’s target performance award for the 2024-2026 performance period was $4,555,000, with 55% of the target award tied to relative three-year TSR metrics against REIT indices, and 45% of the target award tied to three-year relative financial operating metrics. Additional detail on Mr. Schall’s 2024-2026 performance award is provided later in the CD&A.

Settled 2022-2024 Performance Awards

Mr. Schall’s target performance award for the 2022-2024 performance period was $4,125,000. Fifty five percent (55%) of the target award was tied to relative three-year TSR metrics comparisons, and 45% of the target award was tied to three-year relative financial operating metrics. The Compensation Committee determined achievement under the award at 149.1% of target. Mr. Schall’s award was settled on February 26, 2025, in 24,995 shares of fully vested stock valued at $6,032,293 based on the closing price of the Company’s common stock on the NYSE on such date of $221.58, plus a cash amount of $493,901 representing cumulative dividends accrued on the earned shares from the date of grant of the performance award through the date of its settlement.

Target Compensation

In February 2024, the Compensation Committee approved an increase to Mr. Schall’s 2024 target total compensation from $8,500,000 to $9,000,000, an increase of 5.9%, after reviewing the Company’s and Mr. Schall’s performance and considering other factors such as Mr. Schall’s tenure in the position and compensation for CEOs at peer companies. Mr. Schall’s 2024 target pay increase took the form of increases to his target annual stock bonus and multi-year performance award. Eighty-nine percent (89%) of Mr. Schall’s 2024 target total pay is in the form of performance-based compensation and the remaining 11% is in the form of base salary.

​

​

​ | AvalonBay Communities | 38
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Our Compensation Decision-Making Process

Who is Involved in Compensation Decisions

Independent Compensation Committee |  | Board of Directors
● Reviews and approves the setting and achievement of performance goals for corporate bonus programs and multi-year performance awards ● Reviews and approves the target and actual total compensation of the CEO and executive officers |  | ● Reviews and approves the Company’s business plan, which establishes budgets used for setting annual goals ● Reviews with the Compensation Committee its determinations for annual compensation and achievement of goals
Independent Compensation Consultant |  | Shareholders and Other Key Stakeholders
● Provides guidance on executive compensation programs in light of prevailing market practice Ferguson Partners Consulting L.P. was the Compensation Committee’s independent compensation consultant for 2024 |  | ● Provide feedback on various executive pay practices and governance during periodic meetings with management and through the annual say-on-pay vote

​

Chief Executive Officer
● Makes recommendations and provides input with respect to compensation for the NEOs other than himself

​

How We Review Market Compensation

In determining the total direct compensation for each NEO, the Compensation Committee generally considers a number of factors on a subjective basis, including:

| ● | the scope of the officer’s responsibilities within the Company and in relation to comparable officers at various companies within the peer group described below;

| ● | the experience of the officer within our industry and at the Company;

| ● | performance of the Company and performance of the officer and the officer’s contribution to the Company;

| ● | the Company’s financial budget and general level of total compensation increases throughout the Company for the coming year;

| ● | historical compensation information for the individual officer;

| ● | the recommendation of the CEO (other than with regard to his own compensation); and

| ● | data regarding compensation paid to officers with comparable titles, positions or responsibilities at REITs that are considered by the Compensation Committee to be comparable for these purposes.

Although the Compensation Committee reviews the officers’ compensation relative to the peer group, target compensation is not mechanically set at a particular percentage of the peer group average. An officer’s target compensation may vary from the peer group data for the following reasons:

| ● | the officer’s role and experience within the Company may be different from the role and experience of comparable officers at the peer companies;

| ● | the actual compensation for comparable officers at the peer companies may be the result of over-performance or under-performance by the peer group;

​

​ | AvalonBay Communities | 39
​ | 2025 PROXY STATEMENT |

​

Table of Contents

| ● | the performance goals for comparable officers at peer companies may not have the same rigor as those established by the Compensation Committee; and

| ● | the Company’s performance may vary significantly from the performance of peers.

The Compensation Committee believes that the ultimate decision as to appropriate target compensation for a particular officer should be made based on the full review described above.

How We Select and Use Peer Groups

Peer Group for Market Compensation Purposes

The Compensation Committee uses a peer group when evaluating the appropriate levels of executive compensation. In determining the peer group composition, the Compensation Committee considers the following elements:

| ● | Asset focus (multifamily/complexity of operations): a meaningful portfolio of multifamily properties and/or intense property management operations

| ● | Size: defined as total capitalization (equity plus debt), generally within 0.5x to 2.0x of AvalonBay

| ● | Talent: companies with which we could compete for talent

The peer group for 2024 compensation decisions consisted of the companies listed below.

Total Capitalization (Equity + Debt)

($ in billions as of Dec. 31, 2024)

Source: S&P Global

The Compensation Committee regularly reviews the peer group to ensure the members of the peer group remain relevant to our business. For executive compensation set in 2024, the Compensation Committee replaced Equinix Inc. with Extra Space Storage Inc. Equinix had

​

​ | AvalonBay Communities | 40
​ | 2025 PROXY STATEMENT |

​

Table of Contents

exceeded 2.0x of the total capitalization of AvalonBay. Extra Storage is an S&P 500 self-storage REIT and is within the 0.5x to 2.0x of AvalonBay’s total capitalization.

Peer Groups for Performance Award Measurement Purposes

The Compensation Committee uses a different peer group for determining performance under the executives’ performance awards. This peer group emphasizes multifamily peers rather than similarly sized REITs from varying sectors since the performance metrics—operating performance and shareholder return—are more appropriately compared with direct competitors in our specific sector of the real estate industry.

For the portion of the 2024-2026 performance awards that are earned based on three-year relative TSR, we used two indices. The FTSE Nareit Equity Apartments Index represents REITs in the U.S. multifamily housing industry. The FTSE Nareit Equity Reits Index represents a comprehensive group of REITs that spans the U.S. commercial real estate industry, and includes all investment and property sectors other than REITs that have been designated as Timber REITs or Infrastructure REITs.

For the portion of the 2024-2026 performance awards that are earned based on operating metrics, the peer group consisted of the following multifamily REITs:

| ● | Apartment Income REIT Corp.

| ● | Camden Property Trust

| ● | Equity Residential

| ● | Essex Property Trust, Inc.

| ● | Mid-America Apartment Communities, Inc.

| ● | UDR, Inc.

These companies were selected primarily for their status as publicly traded entities within the multifamily industry, with a size and geographic presence comparable to AvalonBay. Regarding Apartment Income REIT Corp. (“AIRC”), due to the impacts on comparability and availability of financial data resulting from both (i) a December 2020 reorganization, and (ii) a going private acquisition in June 2024, AIRC’s inclusion is limited to the periods from the first quarter of 2023 to the first quarter of 2024.

How We Establish Goals and Determine Achievement for Incentive Compensation

Setting Goals

At the beginning of each year, the Board reviews and approves the Company’s business plan and budget, and management proposes to the Compensation Committee corporate goals for that year for the corporate component of the annual cash bonus program and the multi-year performance program. The Compensation Committee reviews the budget and the proposed goals, adopts any revisions to the proposed goals it deems appropriate, and approves the final corporate goals. The approved targets are intended to be rigorous, and our annual goals are consistent with our business outlook provided to the investment community and our business plan.

Annual business unit goals, which align with the Company’s business plan, are drafted by the head of each business unit and reviewed, modified, and approved by the Chief Executive Officer and presented to the Board

The individual goals for the annual bonus program are determined in a similar manner. The goals for the Chief Executive Officer are determined and approved by the Compensation Committee. Goals for the other NEOs are determined by the Chief Executive Officer.

Determining Achievement

At the end of each year, the CEO reviews and reports to the Compensation Committee his assessment of the achievement of the corporate goals for both the annual bonus program and the long-term incentive program, as well as achievement of the business unit and individual goals and performance for the annual bonus program for the other NEOs. Actual bonus awards and compensation changes for the CEO, and all executive officers, are approved by the Compensation Committee.

​

​ | AvalonBay Communities | 41
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Compensation Consultant

Prior to 2024, the Compensation Committee had engaged Steven Hall & Partners (“SH&P”), an executive compensation consulting firm, to provide advice regarding executive compensation, including trends and changes in executive and Board compensation, regulations, and governance practices. In January 2024, the Compensation Committee decided to directly retain Ferguson Partners Consulting L.P. (“FPC”), which was formerly retained as management’s compensation consultant, and to end its relationship with SH&P.

In 2024, FPC did not provide any services to the Company other than compensation consulting services to the Compensation Committee but an affiliate of FPC provided certain other services to management and the Board of Directors, including with respect to recruitment of officer and director candidates. The decision to engage such affiliate was made by management in the case of management position search services and the NGCR in the case of director search services.

The Compensation Committee considered whether FPC’s and its affiliate’s work for the Company raised any conflict of interest, taking into account relevant factors in accordance with SEC guidelines. One of the factors considered was the prior engagement of FPC by management. The Committee determined that, in light of the nature of the advisory work that FPC does for the Company, the total fees paid to FPC and its affiliates for various services, and the policies that FPC and its affiliates have put in place to prevent compensation advisor conflicts of interest, the engagement of FPC and its affiliate does not create any material conflict of interest.

2024 Compensation Framework and Decisions

With respect to 2024 compensation matters for our NEOs, the Compensation Committee reviewed and approved the following: (i) base salaries, (ii) target cash and stock bonuses, (iii) criteria and metrics for the 2024 annual cash and annual stock bonuses to be paid in 2025, and (iv) 2024-2026 multi-year performance awards. These reviews and determinations are discussed below.

Base Salary

The Compensation Committee reviews the executive officers’ base salaries annually by considering information from the relevant peer group, internal pay equity, and each executive’s position, experience, demonstrated abilities, and level of achievement. In establishing the base salary for each NEO, the Compensation Committee reviewed a reference market rate after considering comparator group company data and evaluated whether that rate should be adjusted based on differences in the scope of the NEO’s position as compared to the scope of comparable positions in the industry and the comparator group companies. The reference market rate is for review purposes only, and base salaries are not determined by the reference market rate. None of the NEOs received a base salary increase in 2024. As noted earlier, Ms. Thomas joined the Company in July 2024.

The table below sets forth the 2024 annual base salaries for the NEOs.

​ | ​ | ​
​ | ​ | Base Salary
Name | ​ | ($)
Mr. Schall |  | 1,000,000
Mr. O’Shea |  | 628,000
Mr. Birenbaum |  | 680,000
Mr. Breslin |  | 680,000
Ms. Thomas |  | 550,000

​

​

​ | AvalonBay Communities | 42
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Annual Cash Incentive Program

Our annual cash bonus program emphasizes short-term goals. The performance measures we assessed to determine payouts under the 2024 Annual Cash Incentive Program are described below.

Annual Cash Incentive Mix

For each metric, the payout is as follows:

​ | ​ | ​
Performance level | ​ | Payout percentage
Below threshold | ​ | No payout
Threshold | ​ | 50%
Target | ​ | 100%
Maximum or better | ​ | 200%

​

Payouts for achievement of each metric are based on linear interpolation for results between threshold and target or target and maximum and payout is 0% for achievement below threshold.

Core FFO per Share

Core FFO per share is a key measure of the Company’s performance and is, with some variation among REITs, an industry-wide measure. Similar to last year, the Company has an annual metric and semi-annual metric that measures Core FFO per share versus budget in the first half (“1H”) and versus reforecast in the second half (“2H”) of the year. The annual and the semi-annual year goals are not duplicative of each other because of the difference in time periods. As the year progresses, the second half target goal may increase or decrease, depending on the Company’s outlook for the remainder of the year.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | % of |
Performance Measure |  | Weight |  | Threshold |  |  | Target Range |  | Max |  | Actual | ​ | Payout | ​
2024 Annual Core FFO per Share | ​ | 20% | ​ | ​ | $10.28 | ​ | ​ | $10.68 – 10.88 | ​ | ​ | $11.28 | ​ | ​ | $11.01 | ​ | 132.5 | %

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | % of | ​
Performance Measure |  | Weight |  | 2024 |  | Threshold |  | Target Range |  | Max |  | Actual |  | Payout | ​
​ | ​ | ​ | ​ | 1H | ​ | ​ | $5.03 | ​ | ​ | $5.23 – 5.33 | ​ | ​ | $5.53 | ​ | ​ | $5.47 | ​ | 170.0 | %
​ | ​ | ​ |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
2024 Semi-annual Core FFO per Share* | ​ | 30% |  | 2H | ​ | ​ | $5.30 |  | ​ | $5.50 – 5.60 |  | ​ | $5.80 |  | ​ | $5.54 | ​ | 100.0 | %
​ | ​ | ​ |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Total | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 135.0 | %

* | Because the semi-annual Core FFO goals were set in alignment with changes in outlook during the year, the target for the second half of the year was set by a subcommittee of the Board consisting of independent directors who qualify for service on the Compensation Committee.

​

​ | AvalonBay Communities | 43
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Development Yield

Development continues to drive value creation at AvalonBay. The Development Yield metric is based on projected NOI divided by total capitalized cost for communities completed during the year as compared to our original budgeted yield for such developments. The target goal is based on meeting our pre-established budgeted yield for each development community. Performance is determined based on the weighted average of the stabilized development yields compared to the weighted average of the original budgeted yields for the basket of annual completions. The yields are weighted based on total capitalized cost. The original budgeted development yield is established at construction start for each property based on each property’s projected NOI divided by total capitalized cost. In this case, the actual variance in stabilized yield compared to original budgeted yield for the 2024 development communities resulted in above target payout with respect to that metric.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Performance Measure |  | Weight |  | Threshold |  | Target |  | Max |  | % of Target Payout | ​
2024 Development Yield | ​ | 15% |  |  | ​ | 127.3% | ​

​

GRESB

GRESB is an organization that reviews CR data, scores and benchmarks on the real estate and infrastructure industries. The GRESB score is an overall measure of CR performance, including commitment, disclosure, and implementation. Our CR goals include reductions in Scope 1, 2 and 3 greenhouse gas emissions, reductions in waste and water, improvement in our score measuring associate engagement and satisfaction, and increases in our annual community philanthropic investments.

For 2024, our GRESB Standing Investment score (after a downward adjustment of three points for a data contribution error) was 80 (out of a possible 100). We believe this score reflects our continued progress on our emissions reduction targets and our public commitment to a low-carbon and renewable energy future. AVB maintains its commitment to energy efficiency, increased renewable energy production, and leveraging third-party environmental certification to support the development of communities that align with our long-term environmental goals, among other factors.

​

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Performance Measure |  | Weight |  | Threshold |  | Target |  | Max |  | % of Target Payout | ​
GRESB | ​ | 7.5% |  |  | ​ | 100.0% | ​

​

Customer Satisfaction – Mid-Lease Net Promoter Score (“NPS”) and Online Reputation Sentiment

Mid-Lease NPS

Mid-Lease NPS measures customer feedback from residents who have an active six-month or longer lease agreement and are at the midpoint of that lease term. The NPS is calculated by determining the percentage of Promoters (responding residents who provided a 9 or 10 rating) and subtracting the percentage of Detractors (responding residents who provided a rating of 6 or below). Residents are surveyed through an independent third-party platform.

For 2024, we continued using semi-annual measures for the mid-lease NPS metric. The target range was set at 26-32 for the first half of the year and 28-32 for the second half of the year. The calculation was weighted 30% for the first half and 70% for the second half. Because move-ins during the third and fourth quarters of 2023 influenced NPS results in early 2024, we assigned a higher target range and weight for the second half. This approach aimed to better incentivize associates, keeping them engaged and empowered to drive strong results throughout the year. The threshold goals of 21 for the first half and 23 for the second half corresponded to a 50% payout, while the maximum goal of 37 corresponded to a 200% payout. The final weighted NPS for 2024 was 30 (28 for the first half and 31 for the second half), resulting in 100% achievement.

​

​ | AvalonBay Communities | 44
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Online Reputation Sentiment

Online reputation sentiment measures the average rating of new reviews within the calendar year for all AvalonBay communities (including communities in lease-up or undergoing redevelopment) and that are still live on Google or Facebook as of the end of the calendar year. This information is monitored and scored by a third party.

Our online reputation sentiment was 4.39 out of 5.0 stars in 2024, which was above the target goal of 4.25. Our positive online reputation sentiment continued to be driven by the outstanding service of our maintenance teams and the responsiveness of on-site leasing staff through their interactions with prospects and residents.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Performance Measure |  | Weight |  | Threshold |  | Target |  | Max |  | % of Target Payout | ​
First-Half Mid-Lease NPS | ​ | 1.125% |  |  | ​ | 100.0% | ​
Second-Half Mid-Lease NPS | ​ | 2.625% | ​ |  | ​ | 100.0% | ​
Online Reputation Sentiment | ​ | 3.75% |  |  | ​ | 128.0% | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​

​

Qualitative Performance Metrics

The following metrics represent qualitative assessments of AvalonBay’s performance.

Strategic & Corporate Technology Initiatives

Determining our progress on strategic and corporate initiatives requires a qualitative judgment about our achievement on multi-year corporate investments and projects. Our 2024 strategic and corporate initiatives included:

| ● | Continuing to develop and refine self-service, digital, mobile-first experiences to create seamless, personalized experiences made easy for our customers and to reduce the administrative burden and redundancy for associates while reducing the cost of delivering service.

| ● | Focusing on execution of our projects under development and management of our existing rights pipeline while remaining poised to respond to new opportunities. Continuing to leverage our Structured Investment Program (the “SIP”) to drive earnings.

| ● | Progressing towards the long-term target of increased portfolio allocation in expansion markets – Southeast Florida, Denver, Austin, Dallas, Charlotte and Raleigh-Durham over the next five-plus years and towards an increased suburban market portfolio allocation.

| ● | Leading in Corporate Responsibility, through reducing emissions across all scopes, developing an embodied carbon reduction target, expanding solar programs, reducing water use intensity in water stressed regions and creating a new corporate waste reduction goal.

| ● | Successfully transitioning the enterprise resource platform to Workday with on-time and on-budget deployment.

In transforming our operating platform, we developed and enhanced digital, self-service applications to support prospective and existing customer experiences when touring, searching for an apartment, applying, and leasing or renewing. Digital applications included enhancements that were developed and rolled out relating to our website experience, flexible touring and self-service leasing and renewal capabilities. We launched pilots of a new parking revenue app and a new resident app at select communities. We increased automation to improve efficiency of our centralized renewal team and expanded our neighborhood operating approach to additional communities. Additionally, we continued to enhance our technology platform through smart access, which enables access to the apartment without a

​

​ | AvalonBay Communities | 45
​ | 2025 PROXY STATEMENT |

​

Table of Contents

physical key or fob, and managed Wi-Fi deployments to additional communities as well as development of the initial phase of a new communications platform.

We increased development start volume for the year to nine communities. Four of these starts are in our expansion regions, including communities developed through our Developer Funding Program and self-perform executions. We also completed development of nine wholly owned communities at a weighted average stabilized yield 0.2% above original underwritten projections, driven by both higher rents and cost savings.

We continued to make progress toward our long-term target portfolio allocation. By the end of 2024, our portfolio allocation in our expansion regions increased from 8% to 10%, while our suburban allocation grew from 70% to 73%.

We continued our focus on reducing the environmental impact on the communities in which we do business. New 1.5°C GHG targets were introduced. We achieved a year over year reduction in Scope 1 and 2 emissions of 4.8% and a 6.7% reduction in Scope 3 emissions as of year-end 2023. We continued to expand our solar program by completing 10 solar project activations and through an additional 20 projects in construction in 2024. In addition, we achieved 4% year over year whole building water use intensity reduction in water stressed regions, and multiple leak detection technologies were tested. Finally, we created our new corporate waste goal, which is to maintain a 20% waste diversion rate across the portfolio moving forward.

The transition of our financial and human resources systems to Workday was completed – the Core HR functions (recruiting, compensation, payroll, absence, benefits and learning) went live in April and financials and procurement launched in August. This marked a significant step toward a consolidated enterprise-wide platform that enhances business visibility.

Strategic and corporate initiatives is weighted 10%. Based on the above and progress on other initiatives, the Compensation Committee determined that the achievement on strategic and corporate initiatives in 2024 was 108% of target.

Effectiveness of Management

This qualitative measure considers capital allocation, balance sheet and liquidity management, and investing in people and culture. In 2024, we continued to build out the pipeline of development opportunities, carefully managing liquidity through match-funding and land exposure using option contracts. Our balance sheet ratios continue to remain strong with Net Debt-to-Core-EBITDAre at 4.2x (based on the annualized fourth quarter of 2024) and 95% unencumbered NOI. The Company is well poised to capitalize on growth opportunities should they arise. To measure and support investing in people and culture, we continued to strive to be among the best places to work with a diverse and inclusive team. Associate engagement increased from 2023 and we saw improvement across all rating categories. We invested in tools that foster career growth and development, including implementing new people manager training, expanding our mentorship program, and supporting the onboarding and hiring of associates at our new Customer Service Center in San Antonio, TX.

​

​

​ | AvalonBay Communities | 46
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Effectiveness of management is weighted 10%. Based on the above, the Compensation Committee determined that the achievement on effectiveness of management was 110%.

Cash Bonus Performance Measures

​

​

| Metric |  |  |  | Weight |  | Performance (% of target) |  | Weighted payout
​ | Annual Core FFO per Share | ​ | 20% | ​ |  | ​ | 132.5% | ​ | 26.5%
​ | Semi-annual Core FFO per Share | ​ | 30% | ​ |  | ​ | 135.0% | ​ | 40.5%
​ | Development Yield | ​ | 15% | ​ |  | ​ | 127.3% | ​ | 19.1%
​ | GRESB Score | ​ | 7.5% | ​ |  | ​ | 100.0% | ​ | 7.5%
​ | Mid-Lease NPS | ​ | 3.75% | ​ |  | ​ | 100.0% | ​ | 3.75%
​ | Online Reputation Sentiment | ​ | 3.75% | ​ |  | ​ | 128.0% | ​ | 4.8%
​ | Corporate and Strategic Initiatives | ​ | 10% | ​ |  | ​ | 108.0% | ​ | 10.8%
​ | Effectiveness of Management | ​ | 10% | ​ |  | ​ | 110.0% | ​ | 11.0%
| Total Payout | ​ | 100.0% | ​ |  | ​ |  | ​ | 123.9%

​

​

​

​ | AvalonBay Communities | 47
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Business Unit and Individual Component of the Bonus Program

As the CEO of the Company, Mr. Schall is responsible for the performance of the Company and therefore his annual cash bonus is weighted 80% corporate performance and 20% individual performance. Below are his major achievements for 2024:

Mr. Schall

​

Mr. Schall’s major achievements in 2024 included:

| ● | Ensuring consistent and clear communication to the full organization of the Company’s five strategic focus areas and setting objectives for each so that employees know how they can contribute to the Company achieving its goals. The five strategic focus areas include: transforming our operations, leveraging our development capabilities, optimizing our portfolio, reducing our environmental impact, and investing in people and culture.

| ● | Being agile in our capital sourcing and capital allocation approach.

| ● | Continuing to make progress towards our portfolio allocation goals.

| ● | Continuing to develop effective relationships with shareholders and other stakeholders.

​

The individual performance achievement for Mr. Schall was determined to be 115% of target.

​

Set forth below are descriptions of each NEO’s business unit responsibilities and achievements in 2024.

Mr. O’Shea

​

Key Responsibilities:

Mr. O’Shea’s business unit goals were based on the achievements of the Financial Services Group, for which Mr. O’Shea has direct supervisory responsibility. The Financial Services Group includes the areas of capital markets, accounting, financial reporting, financial planning and analysis, corporate responsibility, risk management, tax, internal audit (for which he has administrative oversight), investor relations, and investment fund management, as well as our call center operations, which support our apartment communities.

Major achievements in 2024 included:

| ● | Effectively managed the Company’s 2024 capital plan, overseeing a $400 million unsecured notes issuance at an effective interest rate of approximately 5.05% and executing equity issuance on a forward basis by utilizing the Company’s continuous equity program and a block issuance, raising approximately $890 million at an initial cost of approximately 5.0%.

| ● | Supported the implementation of Workday across finance functions.

| ● | Successful renewal of insurance programs, including property insurance renewal, and handling of claims activities.

| ● | Successfully launched a new customer support office in an expansion market, enabling the expansion of centralized sales, service, and leasing support.

| ● | Partnered with the Digital team to deploy robotic processing technologies, streamlining operations and achieving cost savings for our back-office operations.

| ● | Enhanced CR communications and awareness both internally and externally, established new emissions targets, expanded the residential solar program, and developed new waste target goals.

​

For 2024, the overall achievement for Mr. O’Shea’s business unit was determined to be 109.7% of target.

​

​ | AvalonBay Communities | 48
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Mr. Birenbaum

​

Key Responsibilities:

Mr. Birenbaum’s business unit goals were based on the achievements of the Investments, Development, Asset Management, Mixed-Use, Design, Construction (including Capital Projects Group and Construction Support Services) and Market Research groups, for which Mr. Birenbaum has direct oversight responsibility.

Major achievements in 2024 included:

| ● | Delivered strong performance in Construction by executing strategic buyouts on construction trades capitalizing on declining construction costs, meeting or exceeding schedule milestones, and exceeding high safety and quality goals.

| ● | Facilitated a leadership transition in Portfolio and Asset Management by serving as a key resource, supporting talent recruitment, mentoring key team members, and maintaining indirect oversight of select business lines.

| ● | Led Development teams through a mid-year transition from retrenchment to growth mode by increasing start volume to nine communities totaling over $1.0 billion.

| ● | Increased expansion region and suburban portfolio allocations through the completion of $726 million in asset sales and $460 million in acquisitions and strengthened development starts in expansion regions.

| ● | Drove retail performance by exceeding leasing goals for retail spaces delivered with a new development and other first-generation spaces (i.e. retail spaces being leased for the first time) as well as stabilized communities.

​

For 2024, the overall achievement for Mr. Birenbaum’s business unit was determined to be 108.4% of target.

Mr. Breslin

​

Key Responsibilities:

Mr. Breslin’s business unit goals were based on the achievements of the Residential Services, Revenue Management, Marketing, Engineering, Enterprise Technology (including cybersecurity), Digital Technology (including Data Analytics), and Operating Initiatives functions, for which Mr. Breslin has direct oversight responsibility.

Major achievements in 2024 included:

| ● | Exceeded budgeted NOI for the Company’s same-store sales portfolio, primarily through stronger occupancy and rental rate growth.

| ● | Increased customer NPS scores from 23 for the full year 2023 to 30 for 2024.

| ● | Enhanced the Company’s information technology function, preventing any material security events or cyber breaches.

| ● | Made significant progress on the Company’s digital initiatives, including new web features that enhanced the prospective tenant search experience, integrating a new digital inventory system, expanding digitally enabled flexible touring with centralized support, enhancing the features for various digital products and delivering meaningful financial benefits for the Company.

| ● | Increased the scale of our average community neighborhood in each region to include additional apartment homes.

​

For 2024, the overall achievement for Mr. Breslin’s business unit was determined to be 113.8% of target.

​

​ | AvalonBay Communities | 49
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Ms. Thomas

​

Key Responsibilities:

Ms. Thomas’ key responsibilities are to lead the Company’s Portfolio and Asset Management organization; determine and gain alignment within the organization on key priorities for driving portfolio performance; and set capital plans across the portfolio to achieve performance objectives.

Major achievements in 2024 since joining in July 2024 included:

| ● | Defined the Asset Management vision, key responsibilities and commitments.

| ● | Outlined ways to drive impact, including asset performance optimization, value creation and preservation and portfolio construction.

| ● | Identified strategies for preserving and enhancing value.

| ● | Conducted organization outreach to align goals, initiatives, and foster collaborative partnerships for effective execution.

For 2024, the overall achievement for Ms. Thomas’ business unit was determined to be 94.7% of target.

The achievement of individual goals for the named executive officers ranged from 110% to 115%. Ms. Thomas joined the Company in mid-year 2024 and her annual cash bonus was guaranteed at $618,750.

Annual Cash Bonus

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Weight of Each Component (%) |
Name | ​ | Corporate | ​ | Business Unit | ​ | Individual |
Mr. Schall |  | 80 | % | — |  | 20 | %
Mr. O’Shea |  | 40 | % | 40 | % | 20 | %
Mr. Birenbaum |  | 40 | % | 40 | % | 20 | %
Mr. Breslin |  | 40 | % | 40 | % | 20 | %
Ms. Thomas |  | 40 | % | 40 | % | 20 | %

​

Target Bonus Opportunities and Actual Bonuses

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | ​ |  | ​ |  | ​ |  | Business |  | ​ |  | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Corporate | ​ | Unit | ​ | ​ | ​ | Actual Cash
​ | ​ | Threshold | ​ | Target | ​ | Maximum |  | Achievement |  | Achievement | ​ | Individual |  | Bonus
Name | ​ | ($) | ​ | ($) | ​ | ($) | ​ | % |  | % | ​ | % | ​ | ($)(1)
Mr. Schall |  | 750,000 |  | 1,500,000 |  | 3,000,000 |  | 123.9 | % | NA |  | 115.0 | % | 1,831,800
Mr. O’Shea |  | 471,000 |  | 942,000 |  | 1,884,000 |  | 123.9 | % | 109.7 | % | 110.0 | % | 1,087,445
Mr. Birenbaum |  | 510,000 |  | 1,020,000 |  | 2,040,000 |  | 123.9 | % | 108.4 | % | 110.0 | % | 1,172,184
Mr. Breslin |  | 510,000 |  | 1,020,000 |  | 2,040,000 |  | 123.9 | % | 113.8 | % | 115.0 | % | 1,197,063
Ms. Thomas (2) |  | 618,750 |  | 618,750 |  | 618,750 |  | NA | ​ | NA | ​ | NA | ​ | 618,750

(1) | Payouts are based on base salary earned, and the target amounts are based on % of base salary.

(2) | Ms. Thomas’ actual cash bonus is guaranteed pursuant to the terms of her offer letter.

Annual Stock Bonus

Mr. Schall’s 2024 annual stock bonus component consisted of the following one-year performance measures. Annual stock bonuses for Messrs. O’Shea, Birenbaum, and Breslin were based on the achievement of their respective business unit goals, as described above. Ms. Thomas joined the Company mid-year 2024 and her annual stock bonus in respect of 2024 service was guaranteed at $412,500.

​

​ | AvalonBay Communities | 50
​ | 2025 PROXY STATEMENT |

​

Table of Contents

​

Performance Measure |  | Weight |  | Threshold (Payout 50%) |  | Target (Payout 100%) |  | Max (Payout 200%) |  | % of Target Payout
Semi-annual Same Store Residential Revenue vs. Target* | ​ | First Half 12.5% | ​ | ​ | ​ | 100.0%
​ | ​ | Second Half 12.5% | ​ |  | ​ | 100.0%
Annual Same Store Controllable OpEx vs. Target | ​ | 10% | ​ | ​ | ​ | 100.0%
Same Store Base Rental Revenue vs. Submarket Composite | ​ | 25% | ​ | ​ | ​ | 100.0%
Review and Assessment of Development Completions Against Plan in Terms of Capital Cost | ​ | 15% | ​ | ​ | ​ | 100.0%
Review and Assessment of Construction (based on completions) | ​ | Budget 8.33% | ​ | ​ | ​ | 0.0%
| ​ | Safety 8.33% | ​ | ​ | ​ | 177.3%
| ​ | Quality 8.34% | ​ | ​ | ​ | 113.3%
Total | ​ | 100% | ​ |  | ​ | 99.2%

* | Based on the first and the second half year’s results relative to Same Store Revenue re/forecasted at the beginning of each period. Each half year achievement is weighted equally at 12.5%.

These performance measures intentionally do not duplicate the performance measures for the corporate annual cash bonus program to ensure that the CEO focuses on all aspects of the Company’s business, including residential services, development and construction. Consistent with the semi-annual Core FFO metric used in the annual bonus plan, the Same Store Revenue metric was set and reviewed on a semi-annual basis instead of annually. The annual same store controllable operating expenses is measured against budget as established at the beginning of the year and is included to counterbalance the Same Store Revenue metric. The base rental revenue metric compares our growth against a submarket composite based on stabilized communities. The Development metric focuses on completions against plan in terms of capital cost. The construction metrics measure budget, safety and quality.

​

​

​ | AvalonBay Communities | 51
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Once the final achievement for the annual stock bonus is determined, the number of shares of restricted stock earned by each NEO is calculated and awarded in February of the year following the performance period. The restricted stock vests ratably over three years after the grant date as long as the NEO remains employed by the Company through each vesting date. Vesting will be accelerated in the event of a termination due to death, disability, retirement, or termination by the Company without cause. For Mr. Schall’s 2024 stock bonus, in accordance with an election made prior to the end of the prior calendar year and as permitted under the Company’s compensation program for officers, Mr. Schall received 25% of his earned stock bonus value in the form of a stock option that follows the same vesting schedule as restricted stock; the option has a total Black-Scholes value equal to 25% of the value of the earned stock bonus.

Annual Stock Bonus (based on business unit performance for NEOs other than Mr. Schall)

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | ​ |  | ​ |  | ​ |  | Actual Stock
​ | ​ | Threshold | ​ | Target | ​ | Maximum | ​ | Achievement | ​ | Bonus
Name | ​ | ($) | ​ | ($) | ​ | ($) | ​ | % |  | ($)
Mr. Schall |  | 972,500 |  | 1,945,000 |  | 3,890,000 |  | 99.2 | % | 1,929,440
Mr. O’Shea |  | 467,875 |  | 935,750 |  | 1,871,500 |  | 109.7 | % | 1,026,518
Mr. Birenbaum |  | 525,225 |  | 1,050,450 |  | 2,100,900 |  | 108.4 | % | 1,138,688
Mr. Breslin |  | 525,225 |  | 1,050,450 |  | 2,100,900 |  | 113.8 | % | 1,202,765
Ms. Thomas (1) |  | 412,500 |  | 412,500 |  | 412,500 |  | NA | % | 412,500

(1) | Ms. Thomas’ actual stock bonus in respect of 2024 service, her year of hire, was guaranteed at $412,500.

Annual stock bonus awards (and the option award in lieu of stock as described above) in respect of 2024 service will be disclosed in the 2026 proxy statement Summary Compensation Table as they were granted in February 2025.

New Hire Replacement Stock Awards and Cash Sign-on

As part of her new hire package, Ms. Thomas received $200,000 in cash sign-on bonus payable in her first regular scheduled paycheck after her start date and received an additional restricted stock award on August 1, 2024, with a value of $400,000 to compensate her for forgone incentive payouts from her prior employer. The sign-on stock award vests in two equal parts over the two years following the grant date. Additionally, she received a 2023-2025 multi-year performance award in the amount of $825,000 and a 2024-2026 multi-year performance award in the amount of $825,000; each with the same performance metrics, goals and terms and conditions as apply to the performance awards provided to other officers with respect to these same performance periods. As she was not eligible to receive a maturing 2022-2024 performance award, she also received an additional restricted stock award on March 1, 2025, with a value of $275,000, which will vest on the first anniversary of the grant date.

Multi-Year Performance Award Program

Under our multi-year, long-term incentive award program, performance awards are granted each year with a target number of performance units and the number of units earned may be reduced or increased from the target number at the end of the three-year performance period depending on achievement against established metrics. For the 2024-2026 performance period, payouts will be determined based on the Company’s performance against two relative TSR metrics and two relative financial operating metrics, as described below. The performance units that are earned at the end of the performance period will be settled in shares of common stock and a cash payment equal to the dividends that would have been earned on that number of shares from the grant date of the award through its settlement date.

The performance awards strengthen the alignment of executive compensation with long-term stockholder value creation. The two indices selected for the relative TSR metric represent the broader REIT industry and the REIT apartment industry, which we believe are complementary investment vehicles for our investors. The operating metrics for the 2024-2026 Performance Awards—Core FFO per share growth and Net Debt to Recurring EBITDA ratio, each measured relative to the performance of our peers—motivate our officers to focus on critical operating performance objectives that we believe will contribute to sustainable stockholder returns over the long term. The three-year Core FFO per share growth has a higher weight because it is a key financial metric for the Company.

The targets set for the four performance metrics are intended to be challenging. Achievement of maximum performance levels would require meaningful outperformance over the performance period.

​

​ | AvalonBay Communities | 52
​ | 2025 PROXY STATEMENT |

​

Table of Contents

2024–2026 Performance Awards

The metrics included in the performance awards made in 2024 with a three-year performance period ending on December 31, 2026, are as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Performance Level and Payouts(1) (relative performance stated as percentage points above or below index performance)
TSR Metrics (Weighted 55%) |  | Threshold 50% payout |  | Target 100% payout |  | Max 200% payout |  | Percent of Total Metrics
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Relative to FTSE Nareit Equity Apartments Index | ​ |  | ​ | 35.75%
​ | ​ | ​ | ​ | ​
Relative to FTSE Nareit Equity REITs Index | ​ |  | ​ | 19.25%

​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Performance Level and Payouts(1) (relative performance stated as (i) percentage points above or below average peer performance(2) or (ii) difference between AVB performance and average peer performance)
Operating Metrics (Weighted 45%) |  | Threshold 50% payout |  | Target 100% payout |  | Max 200% payout |  | Percent of Total Metrics
​ | ​ | ​ | ​ | ​
Core FFO per share growth vs. peers | ​ |  | ​ | 24.75%
​ | ​ | ​ | ​ | ​
3-yr Net Debt-to-Core EBITDA vs. Peers | ​ |  | ​ | 20.25%

(1) | For results between threshold and target, or between target and maximum, payouts will be determined using straight-line interpolation. There is no payout for performance below threshold.

(2) | The peers used in calculating the operating metrics are Apartment Income REIT Corp., Camden Property Trust, Equity Residential, Essex Property Trust, Inc., Mid-America Apartment Communities, Inc., and UDR, Inc. Operating metrics for companies that are acquired during the performance period will be factored in for the portion of the performance period that they were publicly traded companies that published operating results. A peer company may also be excluded for a period of time in the case of a business reorganization, merger, split or other transaction after which results are no longer comparable. With respect to AIRC, due to the impacts on comparability and availability of financial data resulting from both (i) a December 2020 reorganization, and (ii) a going private acquisition in June 2024, AIRC’s inclusion is limited to the periods from the first quarter of 2023 to first quarter of 2024. See “Our Compensation Decision-Making Process—How We Select and Use Peer Groups—Peer Groups for Performance Award Measurement Purposes.”

The target, threshold and maximum number of performance units granted in 2024 that may be earned for the 2024-2026 performance period are shown below.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | 2024 – 2026 TSR Metric | ​ | 2024 – 2026 Operating Metric
​ | ​ | Target Dollar |  | ​ |  | ​ |  | ​ |  | ​ |  | ​ |  | ​
​ | ​ | Value | ​ | Threshold | ​ | Target(1) | ​ | Maximum | ​ | Threshold | ​ | Target(1) | ​ | Maximum
Name |  | ($) |  | (#) |  | (#) |  | (#) |  | (#) |  | (#) |  | (#)
Mr. Schall |  | 4,555,000 |  | 6,835 |  | 13,670 |  | 27,340 |  | 5,593 |  | 11,185 |  | 22,370
Mr. O’Shea |  | 1,387,800 |  | 2,083 |  | 4,165 |  | 8,330 |  | 1,704 |  | 3,408 |  | 6,816
Mr. Birenbaum |  | 1,575,700 |  | 2,365 |  | 4,729 |  | 9,458 |  | 1,935 |  | 3,869 |  | 7,738
Mr. Breslin |  | 1,575,700 |  | 2,365 |  | 4,729 |  | 9,458 |  | 1,935 |  | 3,869 |  | 7,738
Ms. Thomas (2) |  | 825,000 |  | 1,065 |  | 2,130 |  | 4,260 |  | 872 |  | 1,743 |  | 3,486

(1) | To derive the target number of TSR Metric units and the number of Operating Metric units, 100% of the target dollar value allocable to that metric was divided by the 20-trading day average closing stock price of the Company’s common stock ending on December 31, 2023, of $183.2615. For the Summary Compensation Table, the value of the TSR Metric target units was determined using a Monte Carlo value of $183.72 for each unit, and the value of the operating metric units was determined based on the closing stock price on the grant date on February 13, 2024 of $172.11 with the exception of Ms. Thomas as noted below. The shares of stock issued upon settlement of awards are not subject to further additional time vesting requirements and will be delivered together with a cash payment representing the dividends that were paid on the number of earned shares from the date of grant of the award through the date of its settlement.

​

​ | AvalonBay Communities | 53
​ | 2025 PROXY STATEMENT |

​

Table of Contents

(2) | On August 1, 2024, as part of her new hire package, Ms. Thomas was granted performance awards with a target value of $825,000 for each of the 2024-2026 and the 2023-2025 performance periods. The amount of threshold, target, and maximum units for both the TSR and operating metric portions of the 2023-2025 performance award is the same as for the 2024-2026 performance award listed in the table. To derive the target number of TSR Metric units and the number of Operating Metric units, 100% of the target dollar value allocable to that metric was divided by the closing stock price of the Company’s common stock on the grant date of $213.03. For the Summary Compensation Table, the value of the TSR Metric target units was determined using a Monte Carlo value of $252.29 for each unit with respect to the 2024-2026 performance award, and a Monte Carlo value of $369.05 for each unit with respect to the 2023-2025 performance award. The value of the operating metric units was determined based on the closing stock price on the grant date of $213.03.

Settlement of 2022–2024 Performance Awards

Our 2022–2024 Performance Awards were structured similarly to the 2024–2026 Performance Awards, with a focus on TSR metrics and operating metrics.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
TSR Metrics (Weighted 55%) |  | Weight |  | Threshold |  | Target |  | Max |  | % of Target Payout
AvalonBay 3-yr TSR vs. Nareit Equity REIT Index | ​ | 19.25% | ​ |  | ​ | 108.8%
AvalonBay 3-yr TSR vs. Nareit Apt Index | ​ | 35.75% | ​ |  | ​ | 183.8%
​ TSR Metrics % | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 157.5%
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating Metrics (Weighted 45%) | ​ | Weight | ​ | Threshold | ​ | Target | ​ | Max | ​ | % of Target Payout
3-yr Core FFO per share growth vs. Peers | ​ | 18% | ​ |  | ​ | 134.3%
3-yr Net Debt-to-Core EBITDA vs. Peers | ​ | 18% | ​ |  | ​ | 112.7%
NAV per Share Growth vs. Peers(1) | ​ | 9% | ​ |  | ​ | 200.0%
​ Operating Metrics % | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 138.8%
​ Overall Achievement % | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 149.1%

1) | Net Asset Value (“NAV”) per Share Growth vs Peers is based on Consensus NAV per Share as reported by S&P Global as of December 31, 2024. S&P Global publishes the Consensus NAV per Share for each company as the average of the NAV per share reported by all analysts reporting this figure for that company.

​

The following table shows the actual performance units earned at the completion of the three-year performance period ended December 31, 2024. These awards were settled in unrestricted shares of stock. Ms. Thomas joined the Company in 2024 and did not receive 2022-2024 performance awards.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Overall |  | ​ |  | Cash Dividend |  | ​
​ | ​ | Target Number | ​ | Performance | ​ | Actual Number of | ​ | Equivalent Paid | ​ | Total Dollar Value of
​ | ​ | of Performance | ​ | Achievement | ​ | Performance Units | ​ | Based on Earned | ​ | Earned Perf Units as
Name | ​ | Units | ​ | Awarded (%) | ​ | Earned | ​ | Units ($) | ​ | of Feb. 26, 2025 ($)
Mr. Schall |  | 16,766 |  | 149.1 | % | 24,995 |  | 493,901 |  | 6,032,293
Mr. O’Shea |  | 5,122 |  | 149.1 | % | 7,636 |  | 150,887 |  | 1,842,872
Mr. Birenbaum |  | 5,792 |  | 149.1 | % | 8,635 |  | 170,628 |  | 2,083,971
Mr. Breslin |  | 5,792 |  | 149.1 | % | 8,635 |  | 170,628 |  | 2,083,971
Ms. Thomas |  | NA |  | NA | ​ | NA |  | NA |  | NA

​

​

​ | AvalonBay Communities | 54
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Realized Pay for 2024 Performance

The following chart shows one of the ways our Compensation Committee evaluated compensation paid to the NEOs for service and performance with respect to 2024. This chart differs from the Summary Compensation Table. The Summary Compensation Table includes several items that are driven by accounting and reporting requirements that do not necessarily reflect the compensation actually realized by our NEOs during or with respect to 2024. The primary differences between the 2024 compensation of our NEOs as reported in this Realized Pay for 2024 Performance Table and as reported in the Summary Compensation Table are the following: (i) the Summary Compensation Table uses the grant date fair value of restricted stock awarded in February 2024 with respect to 2023 service, whereas the Realized Pay for 2024 Performance Table uses the grant date fair value of restricted stock awarded in February 2025 with respect to 2024 service, and (ii) the Summary Compensation Table uses the grant date fair value of the 2024-2026 performance awards that were awarded in February 2024, whereas the Realized Pay for 2024 Performance Table uses the value (as of the date of settlement) of the unrestricted shares, and cash in respect of accrued dividends, received by each NEO upon settlement of the maturing 2022–2024 performance awards.

1. | Cash bonus reflects the cash awards made in February 2025 with respect to performance under the annual cash bonus program in 2024 in the following amounts: Mr. Schall - $1,831,800, Mr. O’Shea - $1,087,445, Mr. Birenbaum - $1,172,184, and Mr. Breslin - $1,197,063. Ms. Thomas received a guaranteed target cash bonus in the amount of $618,750 pursuant to the terms of her offer letter.

2. | Represents 2024 earned annual stock bonuses in the following amounts: Mr. Schall $1,929,440, Mr. O’Shea - $1,026,518, Mr. Birenbaum - $1,138,688, and Mr. Breslin - $1,202,765. Ms. Thomas received a guaranteed target stock bonus payout of $412,500 and an additional restricted stock award of $275,000; Ms. Thomas did not benefit from a maturing 2022-2024 Performance Award. Mr. Schall elected to receive 25% of his 2024 earned stock bonus in the form of a stock option, and accordingly 25% of the amount for Mr. Schall was issued in the form of a stock option in lieu of restricted shares of stock.

3. | For performance awards, target value reflects the dollar value used by the Company in February 2022 to determine the target number of 2022-2024 performance award units granted to the NEO. For performance awards, realized value reflects the February 2025 settlement value of the 2022-2024 performance awards (which consists of unrestricted shares and a dividend equivalent cash payment on those shares) in the following amounts: Mr. Schall - $6,032,293, Mr. O’Shea - $1,842,872, Mr. Birenbaum - $2,083,971, and Mr. Breslin - $2,083,971. The value of the unrestricted shares received by each NEO, except for Ms. Thomas, upon settlement of the 2022-2024 performance awards was calculated using a price of $221.58 per share, the closing price of the Company’s common stock on the NYSE on February 26, 2025. Ms. Thomas did not receive a 2022–2024 performance award as she was hired in July 2024.

​

​

​ | AvalonBay Communities | 55
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Other Benefits

Pursuant to our Deferred Compensation Plan, certain employees, including the NEOs, may defer up to 25% of annual base salary and up to 50% of annual cash bonus on a pre-tax basis and receive a tax-deferred return on those deferrals. Deferral elections are made by eligible employees during an open enrollment period each year for amounts to be earned in the following year. Participating employees direct the deemed investment of their deferral accounts by selecting among certain available investments in mutual funds.

We have an employee stock purchase plan that provides our employees the opportunity to purchase our common stock at a 15% discount to the lower of the closing price of the common stock, as reported on the NYSE, on the first business day of the purchase period or the closing price of the common stock on the last day of the purchase period. There were two purchase periods in 2024: January 1 through June 10 and July 1 through December 10. Employees had the opportunity to purchase up to $12,500 of our common stock at the discounted rate during each of the two purchase periods.

We maintain a 401(k) retirement savings plan and we match 50% of the contributions up to the first eight percent of a participant’s eligible compensation (subject to certain tax limitations). We offer medical, dental and vision insurance plans, with a portion of the cost paid by the employee. We also provide 100% paid parental leave, mental and physical wellness programs, life insurance, accidental dismemberment insurance, and short-term and long-term disability insurance for each employee.

Compensation Policies

Senior Officer Stock Ownership Guidelines

The Company believes it is important for senior officers to hold Company stock. To that end, the Board has established the Senior Officer Stock Ownership Guidelines for officers who are at the senior vice president level or above. These guidelines provide that the following classes of senior officers are expected to maintain ownership of common stock (including unvested restricted shares) equal to the indicated multiple of base salary. Stock that counts towards satisfaction of these guidelines includes shares owned by the officer or his or her immediate family sharing the same household, including shares of restricted stock still subject to vesting as well as shares purchased through the Company’s employee stock purchase program. Shares underlying stock options or multi-year performance awards do not count toward satisfaction of these guidelines.

CEO |  | 6 times
Chief Financial Officer and Executive Vice Presidents | ​ | 3 times
Senior Vice Presidents | ​ | 1.5 times

​

Covered officers must achieve the required ownership within five years of the date they become subject to these guidelines. The full text of the Senior Officer Stock Ownership Guidelines, which includes a retention policy for officers who have not achieved the required ownership level, is posted on the Investor Relations section of the Company’s website (www.avalonbay.com) under “Corporate Governance Documents.” All of our covered officers who have been in office for at least five years are in compliance with the stock ownership guidelines.

​

​

​ | AvalonBay Communities | 56
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Anti-Hedging and Anti-Speculation Policy

The Board has adopted the following Anti-Hedging and Anti-Speculation Policy, which applies to all officers, employees, and directors:

“Associates (including officers) and members of the Board of Directors of the Company may not, directly or indirectly (including, without limitation, through trading done by immediate family members sharing the person’s household and/or not financially independent of such person or through trading done through an account over which the person has investment power or authority):

1. | Sell Company equity securities short (i.e., sell Company equity securities that are not owned by the seller at the time of sale).

2. | Buy or sell securities or financial instruments that are derivatives of Company equity securities, including, without limitation, puts, calls, futures contracts and options (other than receiving employee stock options under an equity compensation plan of the Company).

3. | Purchase financial instruments or engage in other transactions for the purpose of speculating in Company equity securities, including, without limitation, financial instruments and transactions designed for the purpose of providing the economic equivalent of profiting from a change in the value of Company equity securities.

4. | Purchase financial instruments or engage in other transactions for the purpose of hedging or offsetting a decrease in the price of Company equity securities, including, without limitation, prepaid variable forward contracts, equity swaps and collars.”

No Pledging Policy

The Board has also adopted the following No Pledging Policy:

“No officer and no member of the Board of Directors of the Company may, directly or indirectly (including, without limitation, through accounts owned by immediate family members sharing the person’s household and/or not financially independent of such person or through trading done through an account over which the person has investment power or authority), purchase Company equity securities on margin, hold Company equity securities in a margin account, or borrow money from a broker or other lender that is secured by Company equity securities.”

Severance Policy

The Board has adopted a Policy Regarding Shareholder Approval of Future Severance Agreements (the “Severance Policy”). The Severance Policy generally provides that the Company will not, without stockholder approval or ratification, enter into or bind the Company to the terms of any severance agreement with a senior executive officer that provides for severance benefits (as defined therein) in excess of 3.0 times the sum of the officer’s base salary plus annual bonus. The full text of the Severance Policy is posted on the Investor Relations section of the Company’s website (www.avalonbay.com) under “Corporate Governance Documents.”

Compensation Recovery Policy (“Clawback” Policy)

On September 29, 2023, in compliance with applicable NYSE listing rules, the Board adopted a compensation recovery (or “clawback”) policy (the “Compensation Recovery Policy”), which requires recovery from executive officers of incentive-based compensation that is earned, granted or vested based on the achievement of a financial reporting measure in the event of a required restatement of previously issued financial statements. The recoverable compensation includes any compensation received after the effective date of the Compensation Recovery Policy and in the three-year fiscal period preceding the date the Company was required to prepare the restatement that is in excess of the amount that would have been earned, paid or vested had it been calculated based on the restated financial statements. Recovery is required regardless of fault or a covered officer’s role in the financial reporting process. Further, the Company has maintained the provisions of its prior compensation recoupment policy allowing the Board or the Compensation Committee discretion to require forfeiture or reimbursement of incentive compensation paid or awarded to any officer holding the title of senior vice president or above and not covered by mandatory clawback under the Compensation Recovery Policy. The Compensation Recovery Policy has been filed as Exhibit 97 to the Form 10-K, and is posted on the Investor Relations section of the Company’s website (www.avalonbay.com) under “Corporate Governance Documents.” At no time during or after the year ended December 31, 2024, was the Company required to prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to

​

​ | AvalonBay Communities | 57
​ | 2025 PROXY STATEMENT |

​

Table of Contents

the Compensation Recovery Policy, nor was there, on December 31, 2024, an outstanding balance of erroneously awarded compensation to be recovered from the application of the policy to a prior restatement.

Dates and Pricing of Stock and Option Grants

The Compensation Committee approves the number of shares underlying options or the number of shares of restricted stock to award to officers as part of their annual compensation. The award date for options and stock grants is a date in February set by the Compensation Committee, but that date may be delayed if there is a pending announcement by the Company of material non-public information, such as an earnings release. In all cases, our stock and options are granted: (i) on the date described above; (ii) the first business day of the month following the date of (or a date set in connection with) a new employee’s start with the Company, as approved by the Chief Executive Officer or the Compensation Committee in advance of the start date; or (iii) the first business day of the month following the date of approval by the Chief Executive Officer for retention or recognition purposes (under his delegated authority to grant equity awards to certain employees of up to a Board-authorized maximum value of $250,000). Option exercise prices are equal to the NYSE closing price of our common stock on the date of grant.

Under Item 402(x)(2) of Regulation S-K, companies are required to provide a tabular disclosure on a grant-by-grant basis of each option awarded to the NEOs within the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or a Form 8-K that discloses material non-public information, and ending one business day after such filing. The 2024 stock option grants to the CEO on February 13, 2024 were outside of these windows.

Insider Trading Policies and Procedures

We have insider trading policies and procedures (the “Insider Trading Policy”) that govern the purchase, sale and other dispositions of our securities by directors, officers, and employees, as well as by the Company itself. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. A copy of our Insider Trading Policy has been filed as Exhibit 19.1 to the Form 10-K, and is posted on the Investor Relations section of the Company’s website (www.avalonbay.com) under “Corporate Governance Documents.”

Pursuant to our Insider Trading Policy, all officers and directors must receive prior authorization for any purchase or sale of our common stock (unless made pursuant to a previously approved Rule 10b5-1 plan, by automatic dividend reinvestment, or through our employee stock purchase plan), which, in the case of open market transactions, is generally only given during approved trading windows that are generally established in advance based upon earnings release dates.

​

​

​ | AvalonBay Communities | 58
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Risk Considerations

The Compensation Committee reviewed and considered risks arising from the Company’s compensation policies and practices for its employees. This review included consideration of the following specific elements of the Company’s executive compensation policies and procedures:

| ● | preexisting, defined goals are set for annual bonuses and long-term incentive awards;

| ● | annual goals contain multiple financial targets, including performance against a pre-approved budget;

| ● | performance goals include both absolute performance and performance relative to industry peers;

| ● | annual goals balance financial and non-financial performance;

| ● | incentive plans incorporate goals for corporate, business unit, and individual performance;

| ● | performance goals include achievement against both single year and multi-year metrics;

| ● | executive compensation is structured as a mix of salary, cash bonus, and equity awards;

| ● | equity awards vest over time with a minimum vesting period of one year;

| ● | the provisions of the Compensation Recovery Policy;

| ● | bonus and long-term equity programs include maximum payout levels;

| ● | all unvested equity awards are forfeited upon a termination of employment for cause or voluntary termination under certain circumstances;

| ● | the metrics that determine our incentive awards include a goal addressing appropriate leverage ratios; and

| ● | while awards are generally made in relation to performance against specific goals, the Compensation Committee retains the discretion to adjust annual bonuses of cash and restricted stock as may be warranted by specific circumstances.

Following this review, the Compensation Committee concluded that any risks arising from the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company at this time.

Compensation Committee Report

The Compensation Committee of the Board of Directors of AvalonBay Communities, Inc., a Maryland corporation, has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K of the Securities and Exchange Commission with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Submitted by the Compensation Committee

Richard J. Lieb (Chair)
Terry S. Brown
Stephen P. Hills
Susan Swanezy

Compensation Committee Interlocks and Insider Participation

Richard J. Lieb, Terry S. Brown, Stephen P. Hills, Susan Swanezy, and W. Edward Walter each served on the Compensation Committee during 2024. Ms. Swanezy joined the Compensation Committee on May 16, 2024, and Mr. W. Edward Walter left the Committee that day in conjunction with his retirement from the Board. No member of the Compensation Committee has served as an officer or employee of the Company or any of its subsidiaries or had any relationship requiring disclosure herein. None of our executive officers serves as a member of the board of directors or compensation committee of any company that has one or more of its executive officers serving as a member of our Board or Compensation Committee. No member of the Compensation Committee has any other business relationship or affiliation with the Company or any of its subsidiaries (other than service as a director).

​

​

​ | AvalonBay Communities | 59
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Executive Compensation Tables

Summary Compensation Table

The table below summarizes the compensation amounts paid in or earned by each of the NEOs for the fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022, as applicable.

Executives are eligible to defer a portion of their salaries and bonuses under our Nonqualified Deferred Compensation Plan. The amounts shown below are before any deferrals under the Nonqualified Deferred Compensation Plan.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Change in | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Pension Value | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | and | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Non-Equity | ​ | Nonqualified | ​ | ​ | ​ | ​
Name and | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Stock | ​ | Option | ​ | Incentive Plan | ​ | Deferred | ​ | All Other | ​ | ​
Principal | ​ | ​ | ​ | Salary | ​ | Bonus | ​ | Awards | ​ | Awards | ​ | Compensation | ​ | Compensation | ​ | Compensation | ​ | Total
Position |  | Year |  | ($)(1) |  | ($) |  | ($)(2)(3) |  | ($)(4) |  | ($)(5) |  | Earnings(6) |  | ($)(7) |  | ($)
(a) |  | (b) |  | (c) |  | (d) |  | (e) |  | (f) |  | (g) |  | (h) |  | (i) |  | (j)
Benjamin W. Schall |  | 2024 |  | 1,000,000 |  | — |  | 5,777,068 |  | 446,833 |  | 1,831,800 |  | — |  | 34,372 |  | 9,090,073
Chief Executive |  | 2023 |  | 1,000,000 |  | — |  | 6,029,666 |  | 378,140 |  | 2,040,600 |  | — |  | 31,281 |  | 9,479,687
Officer & President |  | 2022 |  | 1,000,000 |  | — | ​ | 5,984,043 |  | 367,203 |  | 1,999,800 |  | — |  | 42,162 |  | 9,393,208
Kevin P. O’Shea |  | 2024 |  | 628,000 |  | — |  | 2,373,390 |  | — |  | 1,087,445 |  | — |  | 35,231 |  | 4,124,066
Chief Financial |  | 2023 |  | 622,615 |  | — |  | 2,485,578 |  | — |  | 1,171,513 |  | — |  | 31,593 |  | 4,311,299
Officer |  | 2022 |  | 600,000 |  | — |  | 2,602,358 |  | — |  | 1,109,351 |  | — |  | 28,532 |  | 4,340,241
Matthew H. Birenbaum |  | 2024 |  | 680,000 |  | ​ |  | 2,565,644 |  | — |  | 1,172,184 |  | — | ​ | 35,231 |  | 4,453,059
Chief Investment |  | 2023 |  | 674,231 |  | ​ |  | 2,909,080 |  | — |  | 1,221,302 |  | — | ​ | 31,593 |  | 4,836,206
Officer |  | 2022 |  | 640,385 |  | — |  | 3,247,861 |  | — |  | 1,220,298 |  | — |  | 28,532 |  | 5,137,076
Sean J. Breslin |  | 2024 |  | 680,000 |  | — |  | 2,672,697 |  | — |  | 1,197,063 |  | — |  | 34,997 |  | 4,584,757
Chief Operating |  | 2023 |  | 674,231 |  | — |  | 2,886,851 |  | — |  | 1,264,587 |  | — |  | 31,314 |  | 4,856,983
Officer |  | 2022 |  | 640,385 |  | — |  | 3,010,304 |  | — |  | 1,211,287 |  | — |  | 28,460 |  | 4,890,436
Pamela R. Thomas (8) |  | 2024 |  | 253,846 |  | 818,750 | (9) | 2,466,147 |  | — |  | — |  | — |  | 41,044 |  | 3,579,787
Executive Vice President |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Portfolio and Asset Management |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

(1) | The amounts shown as salary in column (c) reflect actual payments received in each indicated year, which may vary slightly from the salary described in the Compensation Discussion and Analysis as a result of (i) the number of payroll periods in each calendar year and (ii) the fact that salary increases do not go into effect until early March of each year (except for 2024, in which year the salary increases went into effect in February).

(2) | The amounts in column (e) include restricted stock awards actually granted during the fiscal year for service in the prior fiscal year. For example, the row for 2024 includes the value of stock awards made in February 2024 with respect to 2023 service. The amounts in column (e) also include the grant date fair value of the performance award granted for that year. For example, the row for 2024 includes the 2024-2026 performance award that was granted in February 2024.

(3) | The amounts in column (e) reflect the aggregate grant date fair value for awards made in the fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022, as applicable, computed in accordance with FASB ASC Topic 718, disregarding the effect of forfeitures related to service-based vesting, for restricted stock awards and performance unit awards made pursuant to the Company’s Second Amended and Restated 2009 Equity Incentive Plan. The value of restricted stock awards is based solely on the closing price of our common stock on the NYSE on the date of grant and no assumptions were used in the calculation of this value. The value of performance unit awards based on operating metrics made in 2024, for the measurement period January 1, 2024 – December 31, 2026, is based on the closing price of our common stock on the NYSE on February 13, 2024, the date of grant, of $172.11; except for the award granted to Ms. Thomas, which value is based on the closing price of our common stock on the NYSE on August 1, 2024, the date of grant, of $213.03. The value of performance unit awards based on TSR metrics made in 2024 for the measurement period 2024–2026 is based on the Monte Carlo value on February 13, 2024 of $183.72; except for the award granted to Ms. Thomas, which value is based on the Monte Carlo value on August 1, 2024 of $252.29. The value of the performance unit award based on operating metrics made in 2024 to Ms. Thomas, for the measurement period January 1, 2023 – December 31, 2025, is based on the closing price of our common stock on the NYSE on August 1, 2024, the date of grant, of $213.03. The value of performance unit awards based on TSR metrics made in 2024 to Ms. Thomas, for the measurement period 2023–2025 is based on the Monte Carlo value on August 1, 2024 of $369.05. The total realizable value of the performance unit awards granted in 2024, if earned at maximum on the date of grant, for the NEOs is: Mr. Schall—$8,873,006; Mr. O'Shea—$2,703,489; Messrs. Birenbaum and Breslin—$3,069,411; and Ms. Thomas—$4,132,154.

​

​

​ | AvalonBay Communities | 60
​ | 2025 PROXY STATEMENT |

​

Table of Contents

(4) | The amounts in column (f) reflect the aggregate grant date fair value of stock option awards made pursuant to the Company’s Second Amended and Restated 2009 Equity Incentive Plan in the fiscal years ended December 31, 2022, 2023, and 2024, computed in accordance with FASB ASC Topic 718, disregarding the effect of forfeitures related to service-based vesting. These amounts were determined as of the option grant date using a Black-Scholes stock option valuation model. The assumptions used to estimate the grant date fair value of options granted in February 2024 are shown below:

​ | ​ | ​ | ​ | ​
Assumption |  | ​ | ​ | ​
Risk-free interest rate |  | ​ | 4.31 | %
Average life |  | ​ | 5 years | ​
Volatility |  | ​ | 29.74 | %
Dividend yield |  | ​ | 4.50 | %
Fair value per share | ​ | $ | 35.32 | ​

(5) | The amounts shown in column (g) reflect annual cash bonus awards to the NEOs determined by the Compensation Committee in February of the following year based upon the achievement of the performance metrics established in the year indicated, as more fully described in the Compensation Discussion and Analysis above.

(6) | All earnings under the Company’s nonqualified deferred compensation program are determined by reference to returns of actual mutual funds and the Company does not consider such earnings to be above market.

(7) | For 2024, the amounts shown in column (i) include, for each NEO (a) amounts contributed by the Company to the NEOs’ 401(k) accounts in the amount of $11,500 each for Messrs. Schall, O'Shea, Birenbaum, and Breslin; and $4,231 for Ms. Thomas; (b) medical benefit premiums paid by the Company (inclusive of Health Savings Account contributions) in the amount of $21,844 for Mr. Schall; $21,344 for Messrs. O'Shea, Breslin, and Birenbaum; and $4,193 for Ms. Thomas; and (c) the premiums paid by the Company for a standard term life insurance policy in the face amount of $750,000 for: Mr. Schall—$1,028; Messrs. O’Shea and Birenbaum—$2,387; Mr. Breslin—$2,153, and Ms. Thomas—$646. The amount shown for Ms. Thomas also includes a relocation benefit, including tax gross up, of $31,975 in connection with her relocation upon hire.

(8) | Ms. Thomas’s employment with the Company began in July 2024, and her reported 2024 compensation includes certain transitional bonuses and awards.

(9) | The amount shown includes the following amounts that were paid to Ms. Thomas pursuant to the terms of her offer letter: (i) a one-time signing bonus in the amount of $200,000 made to Ms. Thomas in connection with her hire and (ii) a guaranteed annual cash bonus in respect of 2024 service of $618,750.

​

​

​ | AvalonBay Communities | 61
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Grants of Plan-Based Awards

The table below sets out the grants of plan-based awards made to the NEOs in 2024 under the Equity Incentive Plan.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | All Other | ​ | All Other | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Stock | ​ | Option | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | Estimated Future Payouts Under | ​ | Estimated Future Payouts | ​ | Awards: | ​ | Awards: | ​ | Exercise | ​ | Grant Date
​ | ​ | ​ | ​ | ​ | ​ | Non–Equity Incentive Plan | ​ | Under Equity Incentive Plan | ​ | Number of | ​ | Number of | ​ | or Base | ​ | Fair Value
​ | ​ | ​ | ​ | ​ | ​ | Awards(1) | ​ | Awards(2) | ​ | Shares of | ​ | Securities | ​ | Price of | ​ | of Stock
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Stock or | ​ | Underlying | ​ | Options | ​ | and Option
​ | ​ | Award | ​ | Grant | ​ | Threshold | ​ | Target | ​ | Maximum | ​ | Threshold | ​ | Target | ​ | Maximum | ​ | Units | ​ | Options | ​ | Awards | ​ | Awards
Name | ​ | Type | ​ | Date | ​ | (#) | ​ | (#) | ​ | (#) | ​ | (#) | ​ | (#) | ​ | (#) | ​ | (#)(3) | ​ | (#)(4) | ​ | ($/Share) | ​ | ($)(2)(5)
(a) | ​ | (b) | ​ | (c) | ​ | (d) | ​ | (e) | ​ | (f) | ​ | (g) | ​ | (h) | ​ | (i) | ​ | (j) | ​ | (k) | ​ | (l) | ​ | (m)
Mr. Schall |  | Annual (Cash & Stock) |  | 2/13/2024 |  | 1,722,500 |  | 3,445,000 |  | 6,890,000 |  | — |  | — |  | — |  | — |  | — |  | — |  | —
​ |  | Stock Options |  | 2/13/2024 |  | — |  | — |  | — |  | — |  | — |  | — |  | — |  | 12,651 |  | 172.11 |  | 446,833
​ |  | RSA - Annual Incentive |  | 2/13/2024 |  | — |  | — |  | — |  | — |  | — |  | — |  | 7,789 |  | — |  | — |  | 1,340,565
​ |  | Performance Units - CY24‑26 |  | 2/13/2024 |  | — |  | — |  | — |  | 12,428 |  | 24,855 |  | 49,710 |  | — |  | — |  | — |  | 4,436,503
Mr. O’Shea |  | Annual (Cash & Stock) |  | 2/13/2024 |  | 938,875 |  | 1,877,750 |  | 3,755,500 |  | — |  | — |  | — |  | — |  | — |  | — |  | —
​ |  | RSA - Annual Incentive |  | 2/13/2024 |  | — |  | — |  | — |  | — |  | — |  | — |  | 5,936 |  | — |  | — |  | 1,021,645
​ |  | Performance Units - CY24‑26 |  | 2/13/2024 |  | — |  | — |  | — |  | 3,787 |  | 7,573 |  | 15,146 |  | — |  | — |  | — |  | 1,351,745
Mr. Birenbaum |  | Annual (Cash & Stock) |  | 2/23/2024 |  | 1,035,225 |  | 2,070,450 |  | 4,140,900 |  | — |  | — |  | — |  | — |  | — |  | — |  | —
​ |  | RSA - Annual Incentive |  | 2/23/2024 |  | — |  | — |  | — |  | — |  | — |  | — |  | 5,990 |  | — |  | — |  | 1,030,939
​ |  | Performance Units - CY24‑26 |  | 2/23/2024 |  | — |  | — |  | — |  | 4,299 |  | 8,598 |  | 17,196 |  | — |  | — |  | — |  | 1,534,705
Mr. Breslin |  | Annual (Cash & Stock) |  | 2/13/2024 |  | 1,035,225 |  | 2,070,450 |  | 4,140,900 |  | — |  | — |  | — |  | — |  | — |  | — |  | —
​ |  | RSA - Annual Incentive |  | 2/13/2024 |  | — |  | — |  | — |  | — |  | — |  | — |  | 6,612 |  | — |  | — |  | 1,137,991
​ |  | Performance Units - CY24‑26 |  | 2/13/2024 |  | — |  | — |  | — |  | 4,299 |  | 8,598 |  | 17,196 |  | — |  | — |  | — |  | 1,534,705
Ms. Thomas |  | Annual (Cash & Stock) |  | 8/1/2024 |  | — |  | — |  | — |  | — |  | — |  | — |  | — |  | — |  | — |  | —
​ |  | RSA - Sign-On |  | 8/1/2024 |  | — |  | — |  | — |  | — |  | — |  | — |  | 1,878 |  | — |  | — |  | 400,070
​ | ​ | Performance Units - CY23‑25 | ​ | 8/1/2024 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 1,937 | ​ | 3,873 | ​ | 7,746 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 1,157,388
​ |  | Performance Units - CY24‑26 |  | 8/1/2024 |  | — |  | — |  | — |  | 1,937 |  | 3,873 |  | 7,746 |  | — |  | — |  | — |  | 908,689

(1) | The amounts shown in columns (d), (e) and (f) reflect the threshold, target, and maximum payment levels for 2024 under our annual bonus plan, which were established on February 13, 2024. The annual bonus is paid in cash and restricted stock. The actual cash bonuses received by each of the NEOs for performance in 2024, paid in 2025, are set out in column (g) of the Summary Compensation Table. Under applicable SEC rules, earned stock bonuses will be disclosed in the 2025 proxy statement Summary Compensation Table as the actual grant of restricted stock based on 2024 achievement occurred in 2025.

(2) | The amounts shown in columns (g), (h) and (i) reflect the threshold, target and maximum number of performance units awarded in 2024 under the long‑term incentive performance program. The grant date fair value of 2024‑2026 awards for Messrs. Schall, O'Shea, Birenbaum, and Breslin is based on the closing price on February 13, 2024, the grant date, of $172.11 for the operating metric portion of the award and the Monte Carlo value of $183.72 for the TSR metric portion of the award. For Ms. Thomas, the grant date fair value is based on the closing price on August 1, 2024, the grant date, of $213.03 for the operating metric portion of both awards and the Monte Carlo value of $369.05 and $252.09 for the 2023-2025 awards and the 2024-2026 awards, respectively, for the TSR metric portion of the awards. Cash dividends will be accrued and paid at the end of the performance period based on the actual number of performance units earned.

(3) | The shares of restricted stock shown in column (j) granted on February 13, 2024 represent the actual number of shares of restricted stock granted to the NEOs, with respect to performance in 2023, and do not represent compensation for performance in 2024, with the exception of Ms. Thomas' award, which reflects the one-time new hire award made upon hire to Ms. Thomas pursuant to the terms of her offer letter. Dividends are payable on the shares at the same rate as dividends paid on all outstanding shares of our common stock.

(4) | The stock option has an exercise price equal to the closing stock price on the date of grant at $172.11 per share, vests ratably over a three-year period ending March 1, 2027, and has a 10-year term.

(5) | For the February 13, 2024 grants of restricted stock, the value was calculated based on the closing price of the common stock on the date of grant of $172.11. For the February 13, 2024 stock option grants, the grant date fair value of the option award was determined as of the option grant date using a Black-Scholes stock option valuation model. The assumptions used to determine the grant date fair value are described in footnote (4) to the Summary Compensation Table.

​

​ | AvalonBay Communities | 62
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Outstanding Equity Awards at Fiscal Year-End

The table below sets out outstanding equity awards held by the NEOs as of December 31, 2024.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Option Awards (1) | ​ | Stock Awards(2)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Equity
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Equity | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Equity | ​ | Incentive
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Incentive | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Incentive | ​ | Plan Awards:
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Plan | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Plan | ​ | Market or
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Awards: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Market | ​ | Awards: | ​ | Payout Value
​ | ​ | ​ | ​ | Number of | ​ | Number of | ​ | Number of | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Value of | ​ | Number of | ​ | of Unearned
​ | ​ | ​ | ​ | Securities | ​ | Securities | ​ | Securities | ​ | ​ | ​ | ​ | ​ | Number of | ​ | Shares or | ​ | Unearned | ​ | Shares, Units
​ | ​ | ​ | ​ | Underlying | ​ | Underlying | ​ | Underlying | ​ | ​ | ​ | ​ | ​ | Shares or | ​ | Units of | ​ | Shares, Units or | ​ | or Other
​ | ​ | ​ | ​ | Unexercised | ​ | Unexercised | ​ | Unexercised | ​ | Option | ​ | ​ | ​ | Units of Stock | ​ | Stock That | ​ | Other Rights | ​ | Rights That
​ | ​ | ​ | ​ | Options | ​ | Options | ​ | Unearned | ​ | Exercise | ​ | Option | ​ | That Have Not | ​ | Have Not | ​ | That Have Not | ​ | Have Not
​ | ​ | ​ | ​ | (#) | ​ | (#) | ​ | Options | ​ | Price | ​ | Expiration | ​ | Vested | ​ | Vested | ​ | Vested | ​ | Vested
Name |  | Grant Date |  | Exercisable |  | Unexercisable |  | (#) |  | ($) |  | Date |  | (#) |  | ($)(8) |  | (#)(9) |  | ($)(8)
(a) | ​ | ​ | ​ | (b) | ​ | (c) | ​ | (d) | ​ | (e) | ​ | (f) | ​ | (g) | ​ | (h) | ​ | (i) | ​ | (j)
Mr. Schall | ​ | 2/17/2022 | ​ | 5,536 | ​ | 2,768 | ​ | — | ​ | 236.14 | ​ | 2/17/2032 | ​ | 1,555 | (3)​ | 342,053 | ​ | — | ​ | —
​ |  | 3/1/2022 |  | — |  | — |  | — |  | — |  | — |  | 24,995 | (4)​ | 5,498,150 |  | — |  | —
​ |  | 2/23/2023 |  | 3,357 |  | 6,716 |  | — |  | 177.83 |  | 2/23/2033 |  | 4,253 | (5)​ | 935,532 |  | 50,504 |  | 11,109,365
​ |  | 2/13/2024 |  | — |  | 12,651 |  | — |  | 172.11 |  | 2/13/2034 |  | 7,789 | (6)​ | 1,713,346 |  | 49,710 |  | 10,934,709
Mr. O’Shea |  | 2/25/2021 |  | 13,966 |  | — |  | — |  | 180.32 |  | 2/25/2031 |  | — | ​ | — |  | — |  | —
​ |  | 2/17/2022 |  | — |  | — |  | — |  | — |  | — |  | 1,299 | (3)​ | 285,741 |  | — |  | —
​ |  | 3/1/2022 |  | — |  | — |  | — |  | — |  | — |  | 7,636 | (4)​ | 1,679,691 |  | — |  | —
​ | ​ | 2/23/2023 |  | — |  | — |  | — |  | — |  | — |  | 3,551 | (5)​ | 781,113 |  | 15,872 |  | 3,491,364
​ |  | 2/13/2024 |  | — |  | — |  | — |  | — |  | — |  | 5,936 | (6)​ | 1,305,742 |  | 15,146 |  | 3,331,666
Mr. Birenbaum |  | 2/25/2021 |  | 17,458 |  | — |  | — |  | 180.32 |  | 2/25/2031 |  | — | ​ | — |  | — |  | —
​ |  | 2/17/2022 |  | — |  | — |  | — |  | — |  | — |  | 1,901 | (3)​ | 418,163 |  | — |  | —
​ |  | 3/1/2022 |  | — |  | — |  | — |  | — |  | — |  | 8,635 | (4)​ | 1,899,441 |  | — |  | —
​ | ​ | 2/23/2023 | ​ | — | ​ | — | ​ | — | ​ | — | ​ | — | ​ | 4,352 | (5)​ | 957,309 | ​ | 18,036 | ​ | 3,967,379
​ |  | 2/13/2024 |  | — |  | — |  | — |  | — |  | — |  | 5,990 | (6)​ | 1,317,620 |  | 17,196 |  | 3,782,604
Mr. Breslin |  | 2/25/2021 |  | 17,458 |  | — |  | — |  | 180.32 |  | 2/25/2031 |  | — | ​ | — |  | — |  | —
​ |  | 2/17/2022 |  | — |  | — |  | — |  | — |  | — |  | 1,566 | (3)​ | 344,473 |  | — |  | —
​ |  | 3/1/2022 |  | — |  | — |  | — |  | — |  | — |  | 8,635 | (4)​ | 1,899,441 |  | — |  | —
​ |  | 2/23/2023 |  | — |  | — |  | — |  | — |  | — |  | 4,269 | (5)​ | 939,052 |  | 18,036 |  | 3,967,379
​ |  | 2/13/2024 |  | — |  | — |  | — |  | — |  | — |  | 6,612 | (6)​ | 1,454,442 |  | 17,196 |  | 3,782,604
Ms. Thomas |  | 8/1/2024 |  | — |  | — |  | — |  | — |  | — |  | 1,878 | (7)​ | 413,104 |  | 15,492 |  | 3,407,775

(1) | Option awards in columns (b) and (c) vest ratably over three years beginning on March 1 of the year following the date of the grant, except for the non-routine supplementary option awards granted in 2021, which cliff vested on March 1, 2023.

(2) | Stock awards in column (g) vest ratably over three years beginning on March 1 of the year following the date of the grant, except for the sign-on stock award issued to Ms. Thomas, which vests ratably over two years beginning on August 1 of the year following the date of grant. Dividends are payable on the shares at the same rate as dividends paid on all outstanding shares of our Common Stock. Column (g) also includes earned performance units for the 2022 – 2024 period that cliff vested on March 1, 2025. Cash dividends are accrued and paid at the end of the performance period based on the actual number of performance units earned.

(3) | Represents the annual stock bonus award issued in 2022 in respect of 2021 performance that vests ratably beginning on March 1, 2023.

(4) | Represents performance unit awards that were earned for the 2022-2024 performance period, which were earned as of December 31, 2024 and cliff vested on March 1, 2025.

(5) | Represents the annual stock bonus award issued in 2023 in respect of 2022 performance that vests ratably beginning on March 1, 2024.

(6) | Represents the annual stock bonus award issued in 2024 in respect of 2023 performance that vests ratably beginning on March 1, 2025.

(7) | Represents a sign-on stock award issued in 2024 that vests ratably beginning on August 1, 2025.

(8) | Based on the closing price of our common stock as reported on the NYSE on December 31, 2024, the last trading day of 2024, of $219.97 per share.

(9) | The amounts in column (i) consist of performance units awarded to the NEO at maximum performance for the 2023-2025 performance period and the 2024-2026 performance period. The actual number of earned units will be determined at the end of the respective performance period and settled in unrestricted shares of common stock and a cash payment equal to the dividends earned on such number of shares from the grant date to the settlement date on March 1, 2026 and March 1, 2027, respectively.

​

​ | AvalonBay Communities | 63
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Option Exercises and Stock Vested

The following table identifies the number of shares underlying options exercised during 2024 for each of the NEOs, the value realized on such exercises, the number of shares of restricted stock and performance awards that vested during 2024 for each NEO and the value of such shares on the date of vesting.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Option Awards | ​ | Stock Awards
​ | ​ | Number of Shares | ​ | Value Realized on | ​ | Number of Shares | ​ | Value Realized on
​ | ​ | Acquired on Exercise | ​ | Exercise | ​ | Acquired on Vesting | ​ | Vesting
Name | ​ | (#) | ​ | ($) | ​ | (#) | ​ | ($)(1)
(a) |  | (b) |  | (c) |  | (d) |  | (e)
Mr. Schall |  | — |  | — |  | 42,011 |  | 7,483,932
Mr. O’Shea |  | — |  | — |  | 13,790 |  | 2,456,551
Mr. Birenbaum |  | — |  | — |  | 15,875 |  | 2,827,973
Mr. Breslin |  | — |  | — |  | 15,587 |  | 2,776,668
Ms. Thomas |  | — |  | — |  | — |  | —

(1) | The value in column (e) reflects shares of restricted stock and earned performance awards for the January 1, 2021 – December 31, 2023 period that vested on March 1, 2024. The closing price of our common stock, as reported on the NYSE for March 1, 2024, was $178.14 per share. In the case of Mr. Schall, this additionally represents the final one-third of Mr. Schall’s sign-on bonus that vested on February 1, 2024. The closing price of our common stock, as reported on the NYSE for February 1, 2024, was $178.15 per share.

Nonqualified Deferred Compensation

Pursuant to our Deferred Compensation Plan, certain employees of the Company, including the NEOs, may defer up to 25% of annual base salary and up to 50% of annual cash bonus on a pre-tax basis and receive a tax-deferred return on those deferrals. Deferral elections are made by eligible employees during an open enrollment period each year for amounts to be earned in the following year. Participating employees direct the deemed investment of their deferral accounts by selecting among certain available investment funds. The table below shows the investment funds available under the Deferred Compensation Plan and their annual rate of return for the calendar year ended December 31, 2024. Since the investment funds are all publicly available, we do not consider any of the earnings credited under the Deferred Compensation Plan to be “above market”.

​ | ​ | ​
Name of Fund |  | 2024 Rate of Return (%)
American Funds Europacific Growth R6 (RERGX) |  | 5.04
American Funds New World R6 (RNWGX) |  | 6.88
Cohen & Steers Instl Realty Shares (CSRIX) |  | 6.24
Columbia Dividend Opportunity Inst (CDOAX) |  | 15.22
Fidelity® 500 Index (FXAIX) |  | 25.00
Fidelity® Government MMkt K6 (FNBXX) |  | 5.09
Fidelity® International Index (FSPSX) |  | 3.71
Fidelity® Mid Cap Index (FSMDX) |  | 15.35
Fidelity® Small Cap Index (FSSNX) |  | 11.69
Fidelity® US Bond Index (FXNAX) |  | 1.34
Janus Henderson Triton N (JGMNX) |  | 10.54
JHancock Disciplined Value Mid Cap R6 (JVMRX) |  | 10.43
JPMorgan Large Cap Growth R6 (JLGMX) |  | 34.17
MFS Value R3 (MEIHX) |  | 11.64
PIMCO Total Return Instl (PTTRX) |  | 2.61
T. Rowe Price Mid-Cap Growth I (RPTIX) |  | 9.54
T. Rowe Price Retirement 2005 (TRRFX) |  | 8.02
T. Rowe Price Retirement 2010 (TRRAX) |  | 8.46
T. Rowe Price Retirement 2015 (TRRGX) |  | 8.83
T. Rowe Price Retirement 2020 (TRRBX) |  | 9.14
T. Rowe Price Retirement 2025 (TRRHX) |  | 9.69
T. Rowe Price Retirement 2030 (TRRCX) |  | 10.71
T. Rowe Price Retirement 2035 (TRRJX) |  | 11.97
T. Rowe Price Retirement 2040 (TRRDX) |  | 13.13
T. Rowe Price Retirement 2045 (TRRKX) |  | 13.93
T. Rowe Price Retirement 2050 (TRRMX) |  | 14.17
T. Rowe Price Retirement 2055 (TRRNX) |  | 14.22
T. Rowe Price Retirement 2060 (TRRLX) |  | 14.20
Undiscovered Managers Behavioral Val R6 (UBVFX) |  | 10.35

​

​

​ | AvalonBay Communities | 64
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Benefits under our Deferred Compensation Plan will be paid out on the earlier of (i) the employee’s death or (ii) at the election of the employee (a) the date six months, 66 months, or 126 months following termination of employment (depending upon the employee’s properly made election), (b) in ten annual installments beginning in the seventh month following departure from the Company, or (c) in one lump sum (or four annual installments) on a specified date that is at least five years after the deferral year while the employee is still employed with the Company. Benefits may be paid out earlier in the event of an “Unforeseeable Financial Emergency” as determined by our Retirement Planning Committee (a committee of management designated by the Compensation Committee of the Board) in its sole discretion and in accordance with tax law requirements.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | ​ |  | ​ |  | Aggregate |  | ​
​ | ​ | Executive | ​ | Registrant | ​ | Aggregate | ​ | Withdrawals/ | ​ | Aggregate
​ | ​ | Contributions in | ​ | Contributions in | ​ | Earnings in Last | ​ | Distributions in | ​ | Balance at Last
​ | ​ | Last Fiscal Year | ​ | Last Fiscal Year | ​ | Fiscal Year | ​ | Last Fiscal Year | ​ | Fiscal Year End
Name | ​ | ($)(1) | ​ | ($) | ​ | ($) | ​ | ($) | ​ | ($)
(a) |  | (b) |  | (c) |  | (d) |  | (e) |  | (f)
Mr. Schall |  | 769,766 |  | — |  | 207,574 |  | — |  | 2,297,942
Mr. O’Shea |  | — |  | — |  | — |  | — |  | —
Mr. Birenbaum |  | — |  | — |  | — |  | — |  | —
Mr. Breslin |  | 189,688 |  | — |  | 130,261 |  | — |  | 952,333
Ms. Thomas |  | — |  | — |  | — |  | — |  | —

(1) | All contributions in column (b) are also included as compensation to the NEOs in the Salary and/or Non-Equity Incentive Plan Compensation columns of the Summary Compensation Table.

Potential Payments Upon Termination or Sale Event

The summaries below are qualified in their entirety by reference to the complete plans and agreements which have been included as exhibits to the Company’s SEC filings.

The Company is not party to employment agreements with any of the NEOs. Mr. Schall entered into an employment agreement to cover his first three years of employment, but that agreement expired as described below.

Mr. Schall’s Former Employment Agreement

Mr. Schall joined AvalonBay in January 2021 as President, with an announced plan for him to transition to the role of Chief Executive Officer approximately one year later (which occurred on January 3, 2022). In connection with his hiring, the Company and Mr. Schall entered into an employment agreement with a term that expired by its terms in January 2024, although provisions relating to equity awards granted during the term of the employment agreement continue to apply with respect to those awards (principally to expand the definition of a termination without cause to include a departure by Mr. Schall for “Good Reason” as defined in the agreement).

Officer Severance Plan for Sale Events

We adopted an Officer Severance Plan that provides for severance in the event of certain terminations of employment following a Sale Event (as defined therein). Under this program, in the event an officer’s employment is terminated by the Company (other than for cause or as a result of death or disability) in connection with or within 24 months of a Sale Event, such officer will generally receive a multiple of his Covered Compensation (defined as the sum of his or her annual base salary plus the officer’s current target annual cash bonus as of the termination date) depending on the officer’s title: for the Chief Executive Officer and President, the multiple is three times; for the Chief Financial Officer or an Executive Vice President, the multiple is two times; and for other officers the multiple is one times. The terminated officer would also receive (i) a cash payment representing the pro rata value of his or her annual bonus (cash and stock) for the portion of the year worked, valued at target, (ii) accelerated vesting of the officer’s unvested restricted stock and options, and (iii) payment of COBRA insurance premiums for up to 18 months.

​

​

​ | AvalonBay Communities | 65
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Other Severance Arrangements

Our agreements with our directors and officers governing compensatory stock option and restricted stock awards provide for vesting if a “Sale Event” with respect to the Company occurs and the participant’s employment or other business relationship with the Company terminates for Good Reason or without Cause in connection with or within 24 months following the Sale Event (as each such term is defined therein).

In addition, upon death, Disability, termination by the Company without Cause, or the Retirement of an employee (as defined in the award agreements under the Equity Incentive Plan), (a) all of such employee’s options shall automatically become fully exercisable and shall be exercisable for one year thereafter and (b) all of such employee’s restricted shares of stock shall automatically vest 30 days following the triggering event; provided, at the Company’s option, that a separation agreement is executed and effective during such 30-day period. Retirement of an employee, as defined in the award agreements under the Equity Incentive Plan, generally means the termination of employment, other than for Cause, when the sum of the following equals or exceeds 70 years: (i) the number of full months (converted to years) of employment and other business relationships with the Company and any predecessor company (must be at least 120 months) and (ii) the employee’s age on the date of termination (must be at least 50 years old). Under this formula, Messrs. O’Shea, Birenbaum and Breslin are currently eligible for retirement. To qualify for retirement, the employee must also give six months’ prior written notice to the Company of the employee’s intention to retire and enter into a release and a two year non-solicitation and one year non-competition agreement.

Our current performance award agreements provide that, following one full year of employment during the performance period, a pro rata portion of the award will be earned at the end of the performance period based on actual achievement if there is a separation of employment due to death, Disability, Retirement, or a termination by the Company without Cause. If a Sale Event occurs during a performance period, then all outstanding performance awards vest at their target number of units and stock is issued for such number of units. The executive will also receive a cash payment for the dividends that would have been payable on the underlying shares in proportion to the actual number shares earned.

​

​

​ | AvalonBay Communities | 66
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Severance Benefits

The tables below, together with the footnotes thereto and the additional information below, reflect the payments and benefits that the NEOs would have been eligible to receive in the event of their termination of employment with the Company on December 31, 2024, under the indicated circumstances. Where applicable, values are based on the Company’s closing common stock price on December 31, 2024, the final trading day of the fiscal year, of $219.97.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Benjamin W. Schall, Chief Executive Officer |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Termination | ​
​ | ​ | ​ | ​ | Termination | ​ | ​ | ​ | ​ | ​ | Without Cause or |
​ | ​ | ​ | ​ | Without Cause | ​ | ​ | ​ | ​ | ​ | For Good Reason |
​ | ​ | For Cause or | ​ | (Unrelated to a | ​ | Death or | ​ | Qualified | ​ | (Related to a |
Executive Benefits and Payments Upon | ​ | Voluntary | ​ | Sale Event) | ​ | Disability | ​ | Retirement(1) | ​ | Sale Event) |
Termination |  | ($) |  | ($) |  | ($) |  | ($) |  | ($) |
Severance (Cash) |  | — |  | — | (2)​ | — | ​ | — |  | 7,500,000 | (3)​
Restricted Stock Vesting |  | — |  | 2,990,932 | ​ | 2,990,932 | ​ | — |  | 2,990,932 | ​
Performance Awards Vesting |  | — |  | 11,804,666 | (4)​ | 11,804,666 | (4)​ | — |  | 17,521,479 | (5)​
Vesting of Stock Options |  | — |  | 888,489 | (6)​ | 888,489 | (6)​ | — |  | 888,489 | (6)​
Health Benefits |  | — |  | 13,167 | (7)​ | 13,167 | (7)​ | — |  | 39,502 | (8)​
Prorated Cash and Stock Bonus (at target) |  | — |  | 3,761,240 | ​ | 3,761,240 | ​ | — |  | 3,445,000 | ​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Kevin P. O’Shea, Chief Financial Officer |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Termination | ​
​ | ​ | ​ | ​ | Termination | ​ | ​ | ​ | ​ | ​ | Without Cause or |
​ | ​ | ​ | ​ | Without Cause | ​ | ​ | ​ | ​ | ​ | For Good Reason |
​ | ​ | For Cause or | ​ | (Unrelated to a | ​ | Death or | ​ | Qualified | ​ | (Related to a |
Executive Benefits and Payments Upon | ​ | Voluntary | ​ | Sale Event) | ​ | Disability | ​ | Retirement(1) | ​ | Sale Event) |
Termination |  | ($) |  | ($) |  | ($) |  | ($) |  | ($) |
Severance (Cash) |  | — |  | — | (2)​ | — | ​ | — | ​ | 3,140,000 | (11)​
Restricted Stock Vesting |  | — |  | 2,372,596 | ​ | 2,372,596 | ​ | 2,372,596 | ​ | 2,372,596 | ​
Performance Awards Vesting |  | — |  | 3,639,307 | (4)​ | 3,639,307 | (4)​ | 3,639,307 | (4)​ | 5,399,932 | (5)​
Vesting of Stock Options |  | — |  | — | (6)​ | — | (6)​ | — | (6)​ | — | (6)​
Health Benefits |  | — |  | 14,412 | (7)​ | 14,412 | (7)​ | 14,412 | (7)​ | 43,237 | (8)​
Prorated Cash and Stock Bonus (at target for Sale Event, at actual for other scenarios) |  | — |  | 2,113,973 | (9)​ | 2,113,973 | (9)​ | 2,113,973 | (9)​ | 1,877,750 | (10)​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Matthew H. Birenbaum, Chief Investment Officer |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Termination | ​
​ | ​ | ​ | ​ | Termination | ​ | ​ | ​ | ​ | ​ | Without Cause or |
​ | ​ | ​ | ​ | Without Cause | ​ | ​ | ​ | ​ | ​ | For Good Reason |
​ | ​ | For Cause or | ​ | (Unrelated to a | ​ | Death or | ​ | Qualified | ​ | (Related to a |
Executive Benefits and Payments Upon | ​ | Voluntary | ​ | Sale Event) | ​ | Disability | ​ | Retirement(1) | ​ | Sale Event) |
Termination |  | ($) |  | ($) |  | ($) |  | ($) |  | ($) |
Severance (Cash) |  | — |  | — | (2)​ | — | ​ | — | ​ | 3,400,000 | (11)​
Restricted Stock Vesting |  | — |  | 2,693,093 | ​ | 2,693,093 | ​ | 2,693,093 | ​ | 2,693,093 | ​
Performance Awards Vesting |  | — |  | 4,124,846 | (4)​ | 4,124,846 | (4)​ | 4,124,846 | (4)​ | 6,124,368 | (5)​
Vesting of Stock Options |  | — |  | — | (6)​ | — | (6)​ | — | (6)​ | — | (6)​
Health Benefits |  | — |  | 14,412 | (7)​ | 14,412 | (7)​ | 14,412 | (7)​ | 43,237 | (8)​
Prorated Cash and Stock Bonus (at target for Sale Event, at actual for other scenarios) |  | — |  | 2,310,872 | (9)​ | 2,310,872 | (9)​ | 2,310,872 | (9)​ | 2,070,450 | (10)​

​

​

​

​ | AvalonBay Communities | 67
​ | 2025 PROXY STATEMENT |

​

Table of Contents

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sean J. Breslin, Chief Operating Officer |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Termination | ​
​ | ​ | ​ | ​ | Termination | ​ | ​ | ​ | ​ | ​ | Without Cause or |
​ | ​ | ​ | ​ | Without Cause | ​ | ​ | ​ | ​ | ​ | For Good Reason |
​ | ​ | For Cause or | ​ | (Unrelated to a | ​ | Death or | ​ | Qualified | ​ | (Related to a |
Executive Benefits and Payments Upon | ​ | Voluntary | ​ | Sale Event) | ​ | Disability | ​ | Retirement(1) | ​ | Sale Event) |
Termination |  | ($) |  | ($) |  | ($) |  | ($) |  | ($) |
Severance (Cash) |  | — |  | — | (2)​ | — | ​ | — | ​ | 3,400,000 | (11)​
Restricted Stock Vesting |  | — |  | 2,737,967 | ​ | 2,737,967 | ​ | 2,737,967 | ​ | 2,737,967 | ​
Performance Awards Vesting |  | — |  | 4,124,846 | (4)​ | 4,124,846 | (4)​ | 4,124,846 | (4)​ | 6,124,368 | (5)​
Vesting of Stock Options |  | — |  | — | (6)​ | — | (6)​ | — | (6)​ | — | (6)​
Health Benefits |  | — |  | 14,412 | (7)​ | 14,412 | (7)​ | 14,412 | (7)​ | 43,237 | (8)​
Prorated Cash and Stock Bonus (at target for Sale Event, at actual for other scenarios) |  | — |  | 2,399,828 | (9)​ | 2,399,828 | (9)​ | 2,399,828 | (9)​ | 2,070,450 | (10)​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pamela R. Thomas, Executive Vice President |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Termination | ​
​ | ​ | ​ | ​ | Termination | ​ | ​ | ​ | ​ | ​ | Without Cause or |
​ | ​ | ​ | ​ | Without Cause | ​ | ​ | ​ | ​ | ​ | For Good Reason |
​ | ​ | For Cause or | ​ | (Unrelated to a | ​ | Death or | ​ | Qualified | ​ | (Related to a |
Executive Benefits and Payments Upon | ​ | Voluntary | ​ | Sale Event) | ​ | Disability | ​ | Retirement(1) | ​ | Sale Event) |
Termination |  | ($) |  | ($) |  | ($) |  | ($) |  | ($) |
Severance (Cash) |  | — |  | — | (2)​ | — | ​ | — | ​ | 2,750,000 | (11)​
Restricted Stock Vesting |  | — |  | 413,104 | ​ | 413,104 | ​ | — | ​ | 413,104 | ​
Performance Awards Vesting |  | — |  | 866,005 | (4)​ | 866,005 | (4)​ | — | ​ | 1,730,224 | (5)​
Vesting of Stock Options |  | — |  | — | (6)​ | — | (6)​ | — | ​ | — | (6)​
Health Benefits |  | — |  | 10,179 | (7)​ | 10,179 | (7)​ | — | ​ | 30,536 | (8)​
Prorated Cash and Stock Bonus (at target for Sale Event, at actual for other scenarios) |  | — |  | 1,031,250 | (9)​ | 1,031,250 | (9)​ | — | ​ | 1,375,000 | (10)​

(1) | Upon termination of any employee’s employment due to a qualified retirement as described above, in addition to the accelerated vesting of restricted stock (full) and performance awards (pro rata), the employee will receive their prorated annual bonus (cash and stock) paid in cash, six months of Company-paid COBRA premiums, and choice of retirement gift from an online catalog. Retirement benefits are available on the same terms to all associates. Neither Mr. Schall nor Ms. Thomas met the eligibility requirements for retirement on December 31, 2024. As such, estimated payments are not reported for either in the table above.

(2) | The Compensation Committee of the Board of Directors from time to time reviews and establishes severance guidelines in the case of a termination by the Company without cause of an executive officer. The guidelines do not constitute a contractual right of an executive and are subject to change without notice as business needs and practices evolve. The Company may require that certain conditions be met before providing severance to an executive, such as requiring the executive to execute a general release, to continue employment with the Company for a period of time, to provide on-going cooperation on various matters, etc. The severance amount suggested in the guideline may be decreased, or eliminated, on a case-by-case basis depending on the nature of the executive’s termination (e.g., reorganization, poor performance, etc.).

In the absence of a decrease in the current guideline amount, the guidelines suggest a cash severance payment of two times base plus target cash bonus in the case of Mr. Schall ($5,000,000 as of December 31, 2024) and one and one-half times base plus target cash bonus in the case of the non-PEO named executive officers ($2,355,000, $2,550,000, $2,550,000 and $2,062,500 for Messrs. O’Shea, Birenbaum, Breslin, and Ms. Thomas respectively, as of December 31, 2024).

Outstanding equity awards would vest in accordance with their terms as is the case with other equity award participants who are terminated without cause. The executive officers would also receive six months of Company-paid COBRA medical insurance premiums, unless covered under another employer, and Company-paid outplacement services for up to 6-months of up to $5,000.

(3) | In accordance with the terms of the Company’s Officer Severance Plan, the amount represents three times Covered Compensation (base salary and the current year target annual cash bonus) for Mr. Schall.

(4) | For 2022-2024 awards, value based on actual achievement, which includes a cash payment equal to the accrued dividends that would have been payable on such number of shares earned. For 2023-2025 and 2024-2026 awards, value assumes prorated vesting based on portion of the performance period completed and achievement assumed at target, as well as a cash payment equal to the accrued dividends that would have been payable on such number of shares earned.

(5) | Value based on full vesting of unvested performance awards at target, as well as a cash payment equal to the accrued dividends that would have been payable on such number of target shares.

(6) | Mr. Schall’s stock options granted on February 17, 2022, February 23, 2023, and February 13, 2024 vest ratably over a three year period with the first portion of each grant vesting on March 1, 2023, March 1, 2024, and March 1, 2025, respectively. The options automatically vest on the date of termination in the event of a termination by the Company without cause, due to death or disability, or a termination for good reason in connection with a sale event. If Mr. Schall’s employment

​

​ | AvalonBay Communities | 68
​ | 2025 PROXY STATEMENT |

​

Table of Contents

| or other business relationship terminates for any other reason before the vesting dates, the options are forfeited. If the stock option exercise price is greater than the current stock price, the awarded stock options will have a zero intrinsic value.

In the case of the option granted to Mr. Schall on February 17, 2022: based on the December 31, 2024 stock price of $219.97 and the stock option exercise price of $236.14, this stock option has zero intrinsic value in the event of a termination. For the options granted to Mr. Schall on February 23, 2023: based on the December 31, 2024 stock price of $219.97 and the stock option exercise price of $177.83, these stock options have an intrinsic value of $42.14 per share in the event of termination. For the options granted to Mr. Schall on February 13, 2024: based on the December 31, 2024 stock price of $219.97 and the stock option exercise price of $172.11, these stock options have an intrinsic value of $47.86 per share in the event of termination.

Messrs. O’Shea, Birenbaum, Breslin, and Schulman held no unvested stock options as of December 31, 2024.

(7) | COBRA medical insurance premiums will be paid by the Company for up to six months in the event of a death, qualified disability or qualified retirement.

(8) | Reflects company-paid medical insurance premiums for up to 18 months, based on the executive’s healthcare elections as of December 31, 2024.

(9) | Zero cash and stock payment if terminated prior to April 1, 2024. Pro-rated target cash and stock bonus payment if terminated on or after April 1, 2024, but prior to December 31, 2024. If departure is close to the year end, actual cash and stock bonus may be provided. Actual cash and stock bonus payments based on 2024 performance are included in this table.

(10) | In accordance with the Company’s Officer Severance Plan, represents the target annual cash bonus and the target stock bonus assuming termination at year end.

(11) | In accordance with the terms of the Company’s Officer Severance Plan, represents two times Covered Compensation (base salary and the current year target annual cash bonus) for Messrs. O’Shea, Birenbaum, Breslin, and Ms. Thomas.

CEO Pay Ratio

Under rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our Chief Executive Officer.

The following describes our methodology and the resulting Chief Executive Officer pay ratio, and is a reasonable estimate, based on all individuals employed by AvalonBay Communities, Inc. as of December 31, 2024. To identify the median employee, we utilized wages reported in Box 1 of IRS Form W-2. Box 1 pay was selected as the most appropriate, consistently applied compensation measure as it captures compensation earned through various incentive plans offered throughout the Company. Wages were annualized for employees who joined the Company during 2024. Employees who were hired in late December 2024, and consequently did not receive any wages in 2024, were not considered in the median employee calculation.

After identifying the median employee based on W-2 wages, total compensation for the median employee was calculated using the same methodology as was used for calculating the Chief Executive Officer’s total compensation in the Summary Compensation Table. The annual total compensation for 2024 for the Chief Executive Officer was $9,090,073. The annual total compensation for 2024 for the median employee was $89,952, made up of approximately $73,726 in cash compensation and $16,226 in all other compensation, such as 401(k) Company contributions, and company-paid medical premiums. As a result, the estimated ratio of the Chief Executive Officer’s pay to the pay of the median employee is 101 to 1.

In an effort to provide additional context on the pay ratio disclosure, the Company is providing the following background information. As of December 31, 2024, we had 3,004 employees, of which 1,886 were employed on-site at our operating apartment communities and 66 employees were employed on a part-time basis. The total population also includes 289 employees at the Customer Care Center, our in-house administrative support and call center with physical locations in Virginia Beach, VA, and San Antonio, TX. The average tenure of all employees is approximately seven years. The Company generally staffs its business with full time employees and not part-time employees or the employees of subcontractors; we do however use subcontractors on occasion to supplement the staffing at certain operating communities and we do on occasion use part time or seasonal employees. With regard to our development and construction activities, we engage various other firms to engage in the professional design and construction of our communities (i.e., architectural plans, engineering plans, foundation work, carpentry, drywall, framing, etc.).

​

​

​ | AvalonBay Communities | 69
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Pay Versus Performance

As required by Item 402(v) of Regulation S-K, we are providing information for our Chief Executive Officer (who is our principal executive officer or “PEO”) and the other NEOs about the relationship between “compensation actually paid” to such individuals (as calculated in accordance with Item 402(v) of Regulation S-K) and certain financial performance measures. For additional information on our compensation programs and philosophy and how we design our compensation programs to align pay with performance, see the section titled “Compensation Discussion and Analysis”.

For AvalonBay, the “compensation actually paid” to our NEOs for a given year, as calculated in accordance with Item 402(v) of Regulation S-K, includes cash amounts paid for service, the value of other items included in “all other compensation” in the Summary Compensation Table, the change in the fair value of unvested equity awards during the year (through year end or at any earlier vesting date) and the year-end fair value of equity awards granted during the year that remain unvested at year end. In this way, “compensation actually paid” takes into account changes in the fair value of equity awards using closing stock prices and Monte Carlo values. Our equity awards consisted of restricted shares of common stock, stock options, and multi-year performance awards that are earned based upon the achievement of TSR and operating metrics. Accordingly, the “compensation actually paid” to our NEOs as reported in the table below was greatly influenced by the value of our common stock price, which varied over the measurement period as illustrated in the following table:

​ | ​ | ​ | ​ | ​ | ​ | ​
Fiscal Year End |  | Closing Stock Price |  | Year over Year Change |
December 31, 2024 | ​ | $ | 219.97 |  | 17 | %
December 29, 2023 | ​ | $ | 187.22 |  | 16 | %
December 30, 2022 | ​ | $ | 161.52 |  | ‑36 | %
December 31, 2021 | ​ | $ | 252.59 |  | 57 | %
December 31, 2020 | ​ | $ | 160.43 |  | ‑23 | %
December 31, 2019 | ​ | $ | 209.70 |  | 20 | %

​

Pay Versus Performance Table

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Value of Initial Fixed $100 | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Investment Based On: | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Core Funds
​ | ​ | Summary | ​ | ​ | ​ | Summary | ​ | ​ | ​ | Average | ​ | Average | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | From
​ | ​ | Compensation | ​ | Compensation | ​ | Compensation | ​ | Compensation | ​ | Summary | ​ | Compensation | ​ | ​ | ​ | ​ | Peer | ​ | ​ | ​ | Operations
​ | ​ | Table Total | ​ | Actually Paid | ​ | Table Total for | ​ | Actually Paid | ​ | Compensation | ​ | Actually Paid | ​ | Total | ​ | Group Total | ​ | ​ | ​ | per Share
Fiscal | ​ | for Benjamin | ​ | to Benjamin W. | ​ | Timothy J. | ​ | to Timothy J. | ​ | Table Total for | ​ | to Non-PEO | ​ | Shareholder | ​ | Shareholder | ​ | Net | ​ | (Core
Year | ​ | W. Schall(1) | ​ | Schall(2) | ​ | Naughton(3) | ​ | Naughton(2) | ​ | Non-PEO NEOs | ​ | NEOs(2) | ​ | Return(4) | ​ | Return(5) | ​ | Income(6) | ​ | FFO)(7)
2024 |  | 9,090,073 |  | 16,768,387 |  | NA |  | NA |  | 4,185,417 | (8) | 6,402,770 | (8) | $ | 125 |  | $ | 120 |  | 1,082,175 |  | $ | 11.01
2023 |  | 9,479,687 |  | 17,461,680 |  | NA |  | NA |  | 4,108,271 | (9) | 6,556,935 | (9) | $ | 103 |  | $ | 100 |  | 928,438 |  | $ | 10.63
2022 |  | 9,393,208 |  | 3,772,678 |  | 9,814,142 |  | (1,308,884) |  | 4,187,942 | (9) | 1,457,095 | (9) | $ | 85 | ​ | $ | 94 |  | 1,136,438 | ​ | $ | 9.79
2021 | ​ | NA |  | NA |  | 14,371,460 |  | 26,154,241 |  | 7,495,804 | (10) | 10,290,484 | (10) | $ | 129 | ​ | $ | 139 |  | 1,004,356 | ​ | $ | 8.26
2020 |  | NA |  | NA |  | 11,294,333 |  | (3,579,035) |  | 3,530,628 | (11) | 426,406 | (11) | $ | 80 | ​ | $ | 85 |  | 827,706 | ​ | $ | 8.69

(1) | Mr. Schall joined AvalonBay as President and a director in January 2021 and became Chief Executive Officer effective January 3, 2022. Mr. Schall’s compensation for 2021 is included in the non-PEO averages.

(2) | The amounts reported represent the “compensation actually paid” to each of Mr. Schall and Mr. Naughton and the average “compensation actually paid” to each of the other NEOs as a group, each computed in accordance with Item 402(v) of Regulation S-K, but do not reflect the actual amount of compensation earned by or paid to such NEOs. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the amounts reported in the “Total” column of the Summary Compensation Table to calculate “compensation actually paid.”

​

​

​ | AvalonBay Communities | 70
​ | 2025 PROXY STATEMENT |

​

Table of Contents

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  |  |  |  |  |  |  | For Awards |  |  |  |  |  |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Outstanding | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (Unvested) as of | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | December 31 of | ​ | For Awards | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | the Applicable | ​ | that Vested | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Subtract | ​ | For Awards | ​ | Year, Add the | ​ | During the | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Summary | ​ | Subtracted in | ​ | Change in Fair | ​ | Applicable Year, | ​ | Add | ​ | ​
​ | ​ | ​ | ​ | Compensation | ​ | Column | ​ | Value Between | ​ | Add the Change | ​ | Dividends | ​ | ​
​ | ​ | ​ | ​ | Table Value | ​ | (B), Add the Fair | ​ | December 31 of | ​ | in Fair Value | ​ | Paid on | ​ | ​
​ | ​ | ​ | ​ | of Equity Awards | ​ | Value of Such | ​ | the Prior Fiscal | ​ | Between | ​ | Unvested | ​ | ​
​ | ​ | ​ | ​ | Granted in the | ​ | Awards on | ​ | Year and | ​ | December 31 of | ​ | Restricted | ​ | ​
​ | ​ | Summary | ​ | Applicable Fiscal | ​ | December 31 of | ​ | December 31 of | ​ | the Prior Fiscal | ​ | Stock During | ​ | ​
​ | ​ | Compensation | ​ | Year (Grant Date | ​ | the Applicable | ​ | the Applicable | ​ | Year and the | ​ | the Applicable | ​ | Compensation
​ | ​ | Table Total | ​ | Fair Value) (i) | ​ | Year (ii) | ​ | Fiscal Year (iii) | ​ | Vesting Date (iv) | ​ | Fiscal Year | ​ | Actually Paid
Year | ​ | (A) | ​ | (B) | ​ | (C) | ​ | (D) | ​ | (E) | ​ | (F) | ​ | (G)
2024 – PEO Schall |  | 9,090,073 |  | (6,223,901) |  | 10,049,766 |  | 2,383,680 |  | 1,368,536 |  | 100,233 |  | 16,768,387
2024 – Avg Other NEOs |  | 4,185,417 |  | (2,519,469) |  | 3,654,930 |  | 680,855 |  | 341,838 |  | 59,199 |  | 6,402,770
2023 – PEO Schall |  | 9,479,687 |  | (6,407,807) |  | 9,203,656 |  | 2,046,598 |  | 3,010,112 |  | 129,434 |  | 17,461,680
2023 – Avg Other NEOs |  | 4,108,271 |  | (2,374,971) |  | 3,224,566 |  | 579,192 |  | 960,183 |  | 59,694 |  | 6,556,935
2022 – PEO Schall |  | 9,393,208 |  | (6,351,246) |  | 3,705,283 |  | (2,786,237) |  | (342,670) |  | 154,340 |  | 3,772,678
2022 – PEO Naughton |  | 9,814,142 |  | (7,343,192) |  | 3,696,749 |  | (6,766,814) |  | (924,797) |  | 215,028 |  | (1,308,884)
2022 – Avg Other NEOs |  | 4,187,942 |  | (2,524,777) |  | 1,453,657 |  | (1,513,615) |  | (212,401) |  | 66,289 |  | 1,457,095
2021 – PEO Naughton |  | 14,371,460 |  | (10,551,826) |  | 14,011,349 |  | 4,604,039 |  | 3,373,073 |  | 346,146 |  | 26,154,241
2021 – Avg Other NEOs |  | 7,495,804 |  | (5,049,488) |  | 6,223,603 |  | 925,342 |  | 583,792 |  | 111,431 |  | 10,290,484
2020 – PEO Naughton |  | 11,294,333 |  | (8,497,608) |  | 2,412,393 |  | (4,958,731) |  | (4,310,055) |  | 480,633 |  | (3,579,035)
2020 – Avg Other NEOs |  | 3,530,628 |  | (2,149,216) |  | 798,282 |  | (1,039,788) |  | (831,586) |  | 118,086 |  | 426,406

| (i) | The amounts reported represent the sum of the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable fiscal year.

| (ii) | No awards granted during a fiscal year vested that same year.

| (iii) | Represents the sum of the following for each equity award that was outstanding (unvested) as of December 31 of the applicable fiscal year and December 31 of the prior fiscal year: the difference between (x) the fair value of such award as of December 31 of the applicable fiscal year and (y) the fair value of such award as of December 31 of the prior fiscal year. For performance awards, the fair value represents the Monte Carlo valuation for the TSR portion and the payout corresponding to the interim level of achievement of the operating metrics portion. For options, fair value represents the Black-Scholes value.

| (iv) | For a multi-year performance award that matured (vested) on December 31 of the reported year, the fair value was the number of units earned valued at the closing price of a share of common stock on the last trading day of that year, plus the cash amount in respect of accrued dividends to be paid out upon settlement.

(3) | Mr. Naughton served as Chief Executive Officer from 2012 through January 2, 2022 and served as Executive Chairman throughout 2022. He served as a non-executive chairman in 2023 and 2024.

(4) | Company TSR and Peer Group TSR are calculated using the measurement period beginning on the last trading day of 2019, through and including the end of the fiscal year for which cumulative Company TSR or cumulative Peer Group TSR is being calculated.

(5) | The peer group TSR used for this purpose is the FTSE Nareit Apartment REIT Index, a published industry index.

(6) | The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year.

(7) | The Company Selected Measure is Core FFO per share, representing the Company’s FFO as adjusted for non-core items. By adjusting for items that are not considered by us to be part of our core business operations, Core FFO can help one compare the core operating and financial performance of the Company between periods. While we consider numerous financial and non-financial performance measures for the purpose of evaluating and determining executive compensation, we consider Core FFO per share, which is one of the measures used to determine annual cash incentive compensation for our NEOs, to be the most important performance measure used to link compensation actually paid to the NEOs for fiscal year 2024 to Company performance.

(8) | Non-PEO NEOs for 2024 include Messrs. O’Shea, Birenbaum, Breslin, and Ms. Thomas.

(9) | Non-PEO NEOs for 2023 and 2022 include Messrs. O’Shea, Birenbaum, Breslin, and Schulman.

(10) | Non-PEO NEOs for 2021 include Messrs. O’Shea, Schall, Birenbaum, and Breslin.

(11) | Non-PEO NEOs for 2020 include Messrs. O’Shea, Birenbaum, and Breslin and William M. McLaughlin, our former Executive Vice President, Development and Construction.

​

​ | AvalonBay Communities | 71
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Compensation Actually Paid and Company TSR

Changes in our stock price during the five-year period measured had a direct influence on the value of outstanding equity awards held by our NEOs, which impacted year to year “compensation actually paid.” In addition, changes in our stock price relative to peers influenced our interim measured level of performance on outstanding performance awards and affected the year end values of such awards, which also impacted the “compensation actually paid” to our NEOs. This relationship between “compensation actually paid” for 2020 through 2024, and AvalonBay’s TSR and a comparison of AvalonBay’s TSR to the TSR of the peer group are illustrated in the chart below.

Compensation Actually Paid and Net Income

Our net income is affected by gains (or losses) on sales of improved property, and therefore can be variable and is not a metric used by our Compensation Committee for executive goal setting or measuring performance. Accordingly, there was little correlation between our net income from 2020 through 2024 and the “compensation actually paid” to our NEOs during those years, which is illustrated in the graph below.

​

​ | AvalonBay Communities | 72
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Compensation Actually Paid and Core FFO per Share

Core FFO per share on an annual, absolute basis is an important financial performance measure for the Company and is used as one component of our annual corporate goals for determining annual cash bonuses. Growth in Core FFO per share over time may positively influence the Company’s stock price, although many other factors affect the Company’s stock price, such as trends in interest rates, job growth, the performance of stock indices and other factors. “Compensation actually paid” to our NEOs for 2020 through 2024 was influenced by significant movements in our stock price over that period that did not correlate closely to changes in our Core FFO per share, which is illustrated in the graph below:

Tabular List of Performance Measures

The following table includes financial performance measures that the Company determined are its most important financial measures for 2024 and they are reflected in our multi-year performance awards or annual bonus program.

​
Financial Measure
Total Shareholder Return
Core FFO per Share
Three-year Compounded Annual Growth Rate of Core FFO per Share Relative to Apartment REIT Companies
Same Store Residential Revenue
Development Yield

​

​

​

​

​ | AvalonBay Communities | 73
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Officers, Stock Ownership and Other Information

Executive Officers

The following biographical descriptions set forth information with respect to each of our executive officers. There is no family relationship between any director, nominee for director or executive officer of AvalonBay. Officers are elected annually at the first meeting of the Board following each annual meeting of stockholders. Each officer holds office until the first meeting of the Board following the next annual meeting of stockholders and until his or her successor is duly elected and qualifies or until his or her earlier death, resignation or removal in the manner provided in our Bylaws.

The Board has determined that the officers listed below are executive officers of AvalonBay within the meaning of Rules 3b-7 and 16a-1(f) of the Exchange Act.

Benjamin W. Schall. Mr. Schall’s biography is located on page 15 of this Proxy Statement.

Kevin P. O’Shea, 59, has been the Company’s Chief Financial Officer since June 2014. Prior to that he was Executive Vice President—Capital Markets from January 2013 to May 2014 and Senior Vice President—Investment Management from the time he joined the Company in July 2003 until January 2013. Mr. O’Shea oversees the Company’s Finance, Accounting and Risk Management groups. Prior to joining the Company, Mr. O’Shea was an Executive Director at UBS Investment Bank, where his experience included real estate investment banking. Earlier in his career, Mr. O’Shea practiced commercial real estate and banking law as an attorney. Mr. O’Shea received his Master of Business Administration from Harvard Business School, his J.D. from Southern Methodist University and his undergraduate degree from Boston College. Mr. O’Shea is a Trustee of Urban Edge Properties, a publicly traded REIT, a position he has held since 2014.

Matthew H. Birenbaum, 59, has been the Company’s Chief Investment Officer since January 2015. He is responsible for the Company’s investment strategy and oversees the Development, Construction, Investments and Market Research functions. Before assuming his current position, he was the Company’s Executive Vice President—Corporate Strategy, a position he held from October 2011 until January 2015. Prior to re-joining the Company in October 2011, Mr. Birenbaum was the founding principal of Abbey Road Property Group, LLC, a multifamily development and investment firm based in Arlington, Virginia since 2006 and before that a Senior Vice President at EYA. Prior to joining EYA in 2003, Mr. Birenbaum was a Regional Vice President of Development with the Company. Mr. Birenbaum received his Bachelor of Arts from Brown University, where he graduated Phi Beta Kappa, and his Master’s Degree from The Kellogg Graduate School of Management at Northwestern University, where he graduated with honors. He is a member of ULI and is certified LEED-AP.

​

​

​ | AvalonBay Communities | 74
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Sean J. Breslin, 58, is the Company’s Chief Operating Officer, a position he has held since January 2015, with responsibility for the Company’s operating platform, including Property Operations, Digital and Enterprise Technologies, Corporate Innovation, and Marketing, Revenue Management and Brand Strategy. He was previously the Company’s Executive Vice President—Investments and Asset Management since April 2012. Mr. Breslin’s other roles with the Company have included Senior Vice President—Redevelopment and Asset Management and Senior Vice President—Investments. Prior to joining the Company in 2002, Mr. Breslin was the Chief Operating Officer of CWS Capital Partners. He received his Bachelor’s Degree from California State University, Long Beach and his Master of Business Administration from the University of Texas. Mr. Breslin is a member of the Executive Committee of NMHC and is past Chair of ULI’s Multifamily Council. He is also a member of the Executive Committee of the Real Estate Finance & Investment Center at the University of Texas at Austin and a member of the Board of Directors of the American Red Cross.

Edward M. Schulman, 62, has served as the Company’s Executive Vice President—General Counsel and Secretary since 2012. Mr. Schulman joined the Company in February 1999 and has served as General Counsel since that time. Prior to joining the Company, he was a corporate and securities law partner at Goodwin Procter LLP. Mr. Schulman is a magna cum laude graduate of Harvard Law School and received his undergraduate degree in economics from Princeton University, where he graduated with high honors and was elected to Phi Beta Kappa.

Pamela R. Thomas, 59, joined AvalonBay as Executive Vice President—Portfolio and Asset Management, in July 2024. She is responsible for leading the Company’s Asset Management, Corporate Responsibility, and Mixed-Use groups; determining and gaining alignment within the organization on key priorities for driving portfolio performance; and setting capital plans across the portfolio to achieve performance objectives. Prior to joining the Company, Ms. Thomas was with CPP Investments (“CPP”), which oversees and invests funds of the Canada Pension Plan. She joined CPP as a Director in 2017, served as Head of U.S. Real Estate from January 2020, was promoted to Managing Director in June 2021, and served as a member of the Global Real Estate Investment Committee from mid-2021. Prior to joining CPP, Ms. Thomas was Executive Director with JP Morgan Asset Management from 2013, where she was responsible for that firm’s New York and Northern New Jersey multifamily portfolio, and previously she was with RREEF/Deutsche Bank, where she was primarily focused on East Coast multifamily investments. Ms. Thomas is a graduate of New York University and is a member of the WX Women Executives in Real Estate, and the Urban Land Institute UDMUC Red Council.

Alaine S. Walsh, 53, has been the Company’s Executive Vice President—Human Capital and Administration since January 2024. Previously, she served as the Company’s Senior Vice President, Operations and Investment Services from 2018 until 2023. Ms. Walsh joined AvalonBay in 1998 in the finance group and has served in a variety of financial, administrative, and operational positions since then. Prior to joining the Company, her previous roles included providing auditing and accounting services as a licensed CPA at KPMG. She holds a B.S. in Accounting from James Madison University.

​

​

​ | AvalonBay Communities | 75
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the beneficial ownership of AvalonBay’s common stock, as of March 4, 2025, as to (i) each person or entity who is known by AvalonBay to have beneficially owned more than 5% of such common stock; (ii) each of AvalonBay’s directors and nominees; (iii) each of the named executive officers; and (iv) all directors and executive officers as a group, based on representations of such officers and directors and filings through March 4, 2025, on Schedule 13G under the Exchange Act received by AvalonBay. All such information was provided by the stockholders listed and reflects their beneficial ownership known by AvalonBay. All percentages have been calculated as of March 4, 2025 and are based upon 142,364,779 shares of common stock outstanding at the close of business on such date (unless otherwise indicated).

​ | ​ | ​ | ​ | ​
​ |  | Number of Shares |  | Percent
​ | ​ | of Common Stock | ​ | of Class
Name and Business Address of Beneficial Owner(1) | ​ | Beneficially Owned(2) | ​ | (%)
Glyn F. Aeppel |  | 12,564 | (3)​ | *
Matthew H. Birenbaum |  | 90,755 | (4)​ | *
Sean J. Breslin |  | 85,114 | (4)​ | *
Terry Brown |  | 16,505 | (3)​ | *
Ronald L. Havner, Jr. |  | 17,107 | (3)​ | *
Stephen P. Hills |  | 7,501 | (5)​ | *
Christopher B. Howard |  | 4,293 | (3)​ | *
Richard Lieb |  | 7,455 | (6)​ | *
Nnenna Lynch |  | 4,427 | (3)​ | *
Charles E. Mueller, Jr. |  | 5,145 | (7)​ | *
Timothy J. Naughton |  | 192,963 | (4)(8)​ | *
Kevin O’Shea |  | 42,661 | (4)​ | *
Benjamin W. Schall |  | 94,155 | (9)​ | *
Susan Swanezy |  | 12,912 | (3)​ | *
Pamela R. Thomas |  | 4,956 | ​ | *
All current directors, nominees and executive officers as a group (17 persons) |  | 639,720 | (10)​ | 0.45
The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355 |  | 22,594,379 | (11)​ | 15.87
BlackRock, Inc., 50 Hudson Yards, New York, NY 10001 |  | 16,300,185 | (12)​ | 11.45
State Street Corporation, State Street Financial Center, 1 Congress St., Suite 1, Boston, MA 02114 |  | 9,927,040 | (13)​ | 6.97

* | Less than one percent

(1) | The address for all directors and executive officers is AvalonBay Communities, Inc., 4040 Wilson Blvd, Suite 1000, Arlington, VA 22203.

(2) | Except as otherwise noted, each individual in the table above has the sole voting and investment power over the shares listed.

(3) | Reflects shares issuable in the future under deferred stock awards in lieu of restricted stock awards pursuant to elections under the Stock Incentive Plan.

(4) | Includes exercisable options issued to officers in 2021 under the Second Amended and Restated 2009 Equity Incentive Plan as follows: for Messrs. Birenbaum and Breslin—17,458, for Mr. Naughton—69,832, and for Mr. O’Shea—13,966.

(5) | Includes 6,991 shares issuable in the future under deferred stock awards granted to Mr. Hills in lieu of restricted stock awards pursuant to elections under the Stock Incentive Plan.

(6) | Includes 1,810 shares issuable in the future under deferred stock awards granted to Mr. Lieb in lieu of restricted stock awards pursuant to elections under the Stock Incentive Plan.

(7) | Includes 3,757 shares issuable in the future under deferred stock awards granted to Mr. Mueller in lieu of restricted stock awards pursuant to elections under the Stock Incentive Plan.

(8) | Includes 2,216 shares issuable in the future under deferred stock awards granted to Mr. Naughton in lieu of restricted stock awards pursuant to elections under the Stock Incentive Plan. 14,024 common shares are held in a Family Trust in which Mr. Naughton disclaims any beneficial ownership.

(9) | Includes 19,236 exercisable options issued to Mr. Schall in lieu of restricted stock awards pursuant to elections under the Second Amended and Restated 2009 Equity Incentive Plan.

(10) | Includes 82,581 shares issuable in the future under deferred stock awards.

(11) | The number of shares reported is based on a Schedule 13G/A filed on February 13, 2024, reporting beneficial ownership as of December 29, 2023. The Schedule 13G/A indicates that the reporting entity holds shared voting power with respect to 297,713 shares, sole dispositive power with respect to 21,874,987 shares, and shared dispositive power with respect to 719,392 shares.

(12) | The number of shares reported is based on a Schedule 13G/A filed on January 24, 2024, reporting beneficial ownership as of December 31, 2023. The Schedule 13G/A indicates that the reporting person has sole voting power with respect to 14,801,265 shares and sole dispositive power with respect to 16,300,185 shares.

(13) | The number of shares reported is based on a Schedule 13G/A filed January 29, 2024, reporting beneficial ownership as of December 31, 2023. The Schedule 13G/A indicates that the reporting entity holds shared voting power with respect to 5,910,237 shares and shared dispositive power with respect to 9,907,086 shares.

​

​ | AvalonBay Communities | 76
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires persons who are officers of the Company as defined by Section 16, directors of the Company and persons who own more than 10% of a registered class of the Company’s equity securities (collectively, “Insiders”) to file reports of ownership and changes in ownership with the SEC and one national securities exchange on which such securities are registered. In accordance with Rule 16a-3(c) under the Exchange Act, the Company has designated the NYSE as the national securities exchange with which reports pursuant to Section 16(a) of the Exchange Act need to be filed. Insiders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based solely on a review of copies of such reports and written representation that no other reports were required during the fiscal year ended December 31, 2024, all filing requirements applicable to the Insiders were timely satisfied, except with respect to former non-executive officer Keri A. Shea, who retired from the Company on January 1, 2025. Unrelated to Ms. Shea’s determination to retire, in late 2024 the Company determined that Ms. Shea’s Form 4s had inadvertently omitted transactions engaged in by her spouse, another Company associate. This marriage was disclosed to the Company by Ms. Shea and her spouse in accordance with Company policy, and the Company was aware of the marriage at all times. Like Ms. Shea, acquisitions by her spouse were solely from Company-sponsored plans and programs, and dispositions by her spouse consisted solely of shares withheld by the Company to pay taxes or occasional open market sales that were approved in accordance with Company policy. On December 23, 2024, Ms. Shea filed two Form 4s to report the following transactions by her spouse that occurred between February 13, 2014 and March 1, 2024: 23 transactions that related to compensatory awards or withholding of shares by the Company to pay taxes that should have been reported on Form 4s that were timely filed by Ms. Shea to report similar transactions on the same date by her, seven sales of shares by her spouse that were purchased through the Company’s Employee Stock Purchase Plans and later sold in open market sales in lots of 40 shares or less, and three other open market sales.

​

​

​ | AvalonBay Communities | 77
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Proposal 3. Ratification of Selection of Independent Auditors

The Board recommends that the stockholders ratify the Audit Committee’s selection of Ernst & Young LLP (“EY”) as AvalonBay’s independent auditors for fiscal year 2025. If the selection of EY is not ratified, the Audit Committee anticipates that it will nevertheless engage EY as auditors for fiscal year 2025 but will consider whether it should select a different auditor for fiscal year 2026. If the selection of EY is ratified by the stockholders, the Audit Committee may nevertheless determine, based on changes in fees, personnel or for other reasons, to engage a firm other than EY for the 2025 audit.

Representatives of EY are expected to be present via audio at the Annual Meeting and will have the opportunity to make a statement if they wish and to respond to appropriate questions.

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 ratification of the selection of EY as AvalonBay’s independent auditors for fiscal year 2025 unless contrary instructions are set forth on the enclosed proxy card. A majority of the total votes cast on the proposal at the Annual Meeting is required to ratify the selection of EY. 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.

| THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS AVALONBAY’S INDEPENDENT AUDITORS FOR FISCAL YEAR 2025.

​

Report of the Audit Committee

The Audit Committee of the Board of Directors of AvalonBay Communities, Inc., a Maryland corporation (the “Company”), reviews the financial reporting process of the Company on behalf of the Board of Directors. Management has primary responsibility for this process, which includes the preparation of the Company’s consolidated financial statements in accordance with generally accepted accounting principles and the design, implementation and evaluation of the Company’s internal controls over financial reporting. The Company’s independent auditors, and not the Audit Committee, are responsible for auditing and expressing an opinion on the conformity of the Company’s audited financial statements to generally accepted accounting principles and evaluating the effectiveness of internal controls over financial reporting. In this context, during 2024 and 2025, the Audit Committee reviewed and discussed the audited financial statements and Ernst & Young LLP’s evaluation of the Company’s internal controls over financial reporting with management and the independent auditors. The Audit Committee has discussed with the independent auditors the matters required to be discussed by the Auditing Standards adopted by the Public Company Accounting Oversight Board (“PCAOB”).

In addition, the Audit Committee received from the independent auditors the written disclosures required by the PCAOB regarding the independent auditor’s independence, and the Audit Committee discussed with the independent auditors their independence from the Company and its management. Relying on the reviews, disclosures and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the SEC, and the Board of Directors has approved this recommendation. The Audit Committee and the Board have also recommended, for stockholder ratification, the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

Submitted by the Audit Committee

Charles E. Mueller, Jr. (Chair)

Ronald L. Havner, Jr.
Richard J. Lieb
Nnenna Lynch
​

​

​

​ | AvalonBay Communities | 78
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Fiscal 2023 and 2024 Audit Fee Summary

During fiscal years 2023 and 2024, AvalonBay retained its principal independent auditors, Ernst & Young LLP, to provide services in the categories and for the approximate fee amounts shown below:

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | 2023 |  | 2024
Audit fees | ​ | $ | 2,491,598 | ​ | $ | 2,578,639
Audit related fees(1) | ​ | $ | 348,005 | ​ | $ | 702,058
Tax fees(2) | ​ | $ | 610,610 | ​ | $ | 628,607
All other fees | ​ | $ | 0 | ​ | $ | 0

(1) | Audit related fees include fees for services traditionally performed by the auditor such as subsidiary audits, employee benefit audits and accounting consultation.

(2) | Tax fees include preparation and review of subsidiary tax returns and taxation advice.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent auditors, including all of the services performed by our independent auditors during fiscal years 2023 and 2024, as described above. These services may include audit services, audit-related services, tax services and other services. Pre-approval is provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and is subject to a specific budget.

The independent auditors and management are required to periodically report to the Audit Committee the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.

​

​

​ | AvalonBay Communities | 79
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Other Matters

Solicitation of Proxies

The cost of soliciting proxies for the Annual Meeting will be paid by AvalonBay. In addition to the solicitation of proxies by internet, AvalonBay directors, officers and employees may also solicit proxies personally or by telephone without additional compensation for such activities. AvalonBay will also request individuals, firms, and corporations holding shares in their names or in the names of their nominees, which are beneficially owned by others, to send proxy materials to and obtain proxies from such beneficial owners. AvalonBay will reimburse such holders for their reasonable expenses.

Stockholder Nominations for Directors and Proposals for Annual Meetings

Stockholder Proposals for our Proxy Statement

We must receive stockholder proposals submitted pursuant to Exchange Act Rule 14a-8 for inclusion in our proxy statement and form of proxy for the 2026 Annual Meeting of Stockholders by December 3, 2025. Any such proposal must also comply with the requirements as to form and substance established by the SEC and our Bylaws for such a proposal to be included in the proxy statement and form of proxy. Any such proposal and the supporting documentation should be mailed to: AvalonBay Communities, Inc., 4040 Wilson Boulevard, Suite 1000, Arlington, VA 22203, Attention: Corporate Secretary (Legal Department).

Proxy Access Director Nominations

In order for an eligible stockholder or group of stockholders to nominate a prospective director for election at the 2026 Annual Meeting of Stockholders pursuant to the proxy access provision of our Bylaws, we must receive notice of such nomination and all other supporting documentation required by the Bylaws within the time periods described below. In addition, our Bylaws require an eligible stockholder or group of stockholders to update and supplement such information (or provide notice stating there are no updates or supplements) as of specified dates.

Matters to be Considered at Annual Meetings

In accordance with our Bylaws, for a stockholder to nominate a director or present a stockholder proposal at AvalonBay’s 2026 Annual Meeting of Stockholders, other than a stockholder proposal intended to be included in our proxy statement and submitted pursuant to Rule 14a-8 of the Exchange Act, we must receive notice of such nomination or proposal within the time periods described below.

Time Periods, Address, and Certain Additional Information for Proxy Access and Other Stockholder Nominations and Proposals

In order to be eligible under the provisions of our Bylaws governing (A) proxy access director nominations and (B) other director nominations and proposed matters to be presented at an annual meeting, our Bylaws currently require that proper notice of such nomination(s) or business matters, together with all supporting documentation required by our Bylaws, including, as applicable, the information required by Rule 14a-19 under the Exchange Act, be delivered to, or mailed and received at our principal executive office, which is currently AvalonBay Communities, Inc., 4040 Wilson Boulevard, Suite 1000, Arlington, VA 22203, Attention: Corporate Secretary (Legal Department), between November 3, 2025, and 5:00 p.m. Eastern Time on December 3, 2025. However, if the date of the 2026 Annual Meeting of Stockholders is advanced or delayed by more than 30 days from May 21, 2026, such notice must be received (i) no earlier than the 150th day prior to the date of that meeting, and (ii) no later than 5:00 p.m. Eastern Time on the later of (x) the 120th day prior to the date of that meeting and (y) the 10th day following the day on which public announcement of the date of that meeting is first made. You may contact AvalonBay’s Corporate Secretary at the address mentioned above for a copy of the relevant Bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

​

​

​ | AvalonBay Communities | 80
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Some Questions You May Have Regarding This Proxy Statement

Q. What is included in these proxy materials and why did I receive them?

A. The proxy materials for our 2025 Annual Meeting of Stockholders include the Notice of Annual Meeting and this Proxy Statement. If you received a paper copy of these materials, the package also includes a proxy card or voting instruction form. Our Annual Report to Stockholders for the year ended December 31, 2024, and our Form 10-K for the year ended December 31, 2024, are being made available concurrently with the proxy materials but are not a part of the proxy solicitation materials.

Your proxy is being solicited on behalf of AvalonBay’s Board of Directors. As a stockholder, you are invited to attend the Annual Meeting audio webcast and you are entitled and requested to vote on the proposals described in this Proxy Statement.

Q. Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the full set of proxy materials?

A. This year, we are again relying on an SEC rule that allows companies to furnish their proxy materials over the Internet. As a result, we are mailing to many of our stockholders a Notice of Internet Availability of the proxy materials (a “Notice”) instead of a paper copy of the proxy materials. All stockholders who receive a Notice will have the ability to access the proxy materials electronically. The Notice explains how to request a paper copy of the proxy materials if you prefer that format.

Q. How can I access the proxy materials electronically?

A. This Proxy Statement, our Annual Report and our Annual Report on Form 10-K for the year ended December 31, 2024, are available online at www.proxyvote.com. Instead of receiving a Notice or copies of our future annual reports, proxy statements, and proxy cards by mail, stockholders can elect to receive an email that will provide electronic links to those documents and the proxy voting site. You may sign up for electronic delivery by visiting www.proxyvote.com. Choosing to receive your future proxy materials online will save us the cost of printing and mailing documents to you and help conserve natural resources. If you elect to receive these materials by electronic delivery, you may change your election at any time.

Q. Who may vote at the Annual Meeting?

A. The Record Date for determining stockholders entitled to receive notice of, and to vote at, the Annual Meeting is March 21, 2025. You may vote all the shares of AvalonBay common stock that you owned at the close of business on the Record Date. On the Record Date, there were 142,368,619 shares of AvalonBay common stock outstanding and entitled to vote at the Annual Meeting. You may cast one vote for each share of our common stock held by you on all matters.

Q. How do I listen to and attend the audio webcast of the Annual Meeting?

A. This year’s Annual Meeting will again be held entirely via a live audio webcast. You may attend the Annual Meeting only if you were a stockholder of record on the Record Date or if you hold a valid proxy for the Annual Meeting. Beneficial holders of our common stock whose proxy materials included instructions with a 16-digit control number may also attend the Annual Meeting.

You can attend the Annual Meeting and submit your questions before and during the Annual Meeting by visiting www.virtualshareholdermeeting.com/AVB2025 and entering the 16-digit control number included in your proxy card or the voting instruction form or notice you received from your bank or broker or any other stockholder of record. Stockholders of record also may vote their shares during the Annual Meeting at that URL.

​

​ | AvalonBay Communities | 81
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Q. What if I have technical difficulties or trouble accessing the virtual meeting?

A. Technicians will be available to assist you with any technical difficulties you may have accessing the virtual audio webcast of the Annual Meeting or during the Annual Meeting. For assistance, please call the technical support telephone number that will be posted at www.virtualshareholdermeeting.com/AVB2025.

Q. What constitutes a quorum at the Annual Meeting?

A. The presence, in person or by proxy, of holders of a majority of the shares of AvalonBay common stock entitled to vote will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and “broker non-votes” will be counted for purposes of determining whether a quorum is present.

Q. What is a broker non-vote?

A. If you hold shares through a bank, broker or other institution, you are the “beneficial owner” of those shares, and you are entitled to tell the entity that is the record owner of your shares how to vote. With a few exceptions (like the ratification of the independent auditors), NYSE rules prohibit a bank, broker or other institution from voting the shares they hold without instructions from the beneficial owner. If you do not provide your voting instructions with respect to the election of directors or approval of our executive compensation, the entity that holds your shares will not be permitted to vote at the Annual Meeting on those matters. A “broker non-vote” refers to a share represented at the Annual Meeting held by a broker that has not received voting instructions from the beneficial owner or person entitled to vote such share on a matter for which the broker does not have discretionary voting power. Shares held for which there is a “broker non-vote” on a matter are considered represented at the meeting for purposes of establishing a quorum, if the broker has received direction, or has discretion, to vote on at least one matter.

Q. What proposals will be voted on at the Annual Meeting and what does the Board recommend?

A. The following proposals will be presented to stockholders at the Annual Meeting:

|  | Voting options |  | Board recommendation |  | Vote required to adopt |  | Effect of abstentions |  | Broker discretionary voting allowed?
Elect 11 directors | ​ | FOR, AGAINST, or ABSTAIN for each nominee | ​ | FOR each nominee | ​ | A majority of the total votes cast as to each nominee | ​ | No effect | ​ | No
Adopt a resolution to approve, on a nonbinding, advisory basis, AvalonBay’s named executive officer compensation | ​ | FOR, AGAINST, or ABSTAIN | ​ | FOR | ​ | A majority of the total votes cast | ​ | No effect | ​ | No
Ratify the selection of Ernst & Young LLP as AvalonBay’s independent auditors for 2025 | ​ | FOR, AGAINST, or ABSTAIN | ​ | FOR | ​ | A majority of the total votes cast | ​ | No effect | ​ | Yes

​

Q. How do I vote?

A. Whether you hold shares directly as the stockholder of record or indirectly as the beneficial owner of shares held for you by a broker or other nominee (i.e., in “street name”), you may direct your vote without attending the Annual Meeting. Holders of record may vote by granting a proxy, and beneficial owners may vote by submitting voting instructions to a broker or nominee. In most instances, you will be able to do this over the Internet, by telephone or, if you request printed copies of the proxy materials, by mail. Please refer to the instructions below and those included on your proxy card or, for shares you hold in street name, the voting instruction card provided by your broker or nominee.

By Internet - If you have Internet access, you may authorize your proxy by following the “By Internet” instructions on the proxy card or, if applicable, the Internet voting instructions that may appear on the voting instruction card sent to you by your broker or nominee.

​

​ | AvalonBay Communities | 82
​ | 2025 PROXY STATEMENT |

​

Table of Contents

By Telephone - If you are calling from the United States or Canada, you may authorize your proxy by following the “By Telephone” instructions on the proxy card or, if applicable, the telephone voting instructions that may appear on the voting instruction card sent to you by your broker or nominee.

By Mail - If you request printed copies of the proxy materials, you may authorize your proxy by signing your proxy card and mailing it in the enclosed, postage-prepaid and addressed envelope. For shares you hold in street name, you may sign the voting instruction card included by your broker or nominee and mail it in the envelope provided.

Q. What if I change my mind after giving my proxy or voting instructions?

A. If you are a record holder of AvalonBay common stock, you may change your proxy instructions at any time before the vote at the Annual Meeting in one of three ways:

● | by granting a new properly executed and later-dated proxy using the same method you originally used to authorize your proxy

● | by filing a written revocation with the Secretary of AvalonBay at our address set forth below

● | by attending the Annual Meeting and voting in person

Attendance at the Annual Meeting without further action will not revoke your previously granted proxy.

If you are a beneficial owner of AvalonBay common stock, you may change your proxy instructions by submitting new voting instructions to your broker or nominee in the manner and within the time periods that entity prescribes.

Q. What if I return a proxy card but don’t fill it out completely?

A. If a properly signed proxy is submitted but not marked as to a particular item, the proxy will be voted with respect to that item as follows (i) FOR the election of the nominees for director named in this Proxy Statement, (ii) FOR the non-binding, advisory resolution to approve the compensation of our named executive officers, and (iii) FOR the ratification of the selection of Ernst & Young LLP as our independent auditors for 2025. We do not anticipate that any matters other than those set forth in the Proxy Statement will be presented at the Annual Meeting. If other matters are presented, proxies will be voted in the discretion of the proxy holders.

Q. I live with other stockholders. Will we each get our own copy of the proxy materials?

A. If you and other residents at your mailing address own shares of AvalonBay common stock in street name through the same institution, your broker, bank or other nominee may have sent you a notice that your household will receive only one Annual Report, Notice of Annual Meeting and Proxy Statement. This procedure, known as “householding,” is intended to reduce the volume of duplicate information stockholders receive and also reduce our printing and postage costs. If you consented or were deemed to have consented to householding, your broker, bank or other nominee may send one copy of our proxy materials to your address for all residents that own shares of our common stock in street name. If you wish to revoke your consent to householding, you must contact your broker, bank or other nominee. If you are receiving multiple copies of our Annual Report, Notice of Annual Meeting and Proxy Statement, you may be able to request householding by contacting your broker, bank or other nominee.

If you wish to request extra copies free of charge of our Annual Report or Proxy Statement, please send your request to the Corporate Secretary at the address below, call us with your request at 703-329-6300, or visit the “Investor Relations” section of our website at www.avalonbay.com. Upon written or oral request, we will promptly deliver a separate copy of the Annual Report or Proxy Statement. The content of our website is not incorporated by reference into this proxy statement or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

AvalonBay’s 2024 Annual Report to Stockholders and a copy of the Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC, are being made available to stockholders concurrently with this Proxy Statement. The Annual Report to Stockholders and Form 10-K, however, are not part of the proxy solicitation materials. A copy of any or all exhibits to our Annual Report on Form 10-K, and a copy of the Code of Business Conduct and Ethics, may be obtained free of charge by writing to our principal executive offices at the following address: AvalonBay Communities, Inc., 4040 Wilson Boulevard, Suite 1000, Arlington, VA 22203, Attention: Corporate Secretary (Legal Department) or by accessing the “Investor Relations” section of our website (www.avalonbay.com).

​

​ | AvalonBay Communities | 83
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Appendix I

Definitions and Reconciliations of Non-GAAP Financial Measures and Other Terms

This proxy statement contains certain non-GAAP financial measures and other terms. The definitions and calculations of these non-GAAP financial measures and other terms may differ from the definitions and methodologies used by other REITs and, accordingly, may not be comparable. The non-GAAP financial measures referred to below should not be considered an alternative to net income as an indication of our performance. In addition, these non-GAAP financial measures do not represent cash generated from operating activities in accordance with GAAP and therefore should not be considered as an alternative measure of liquidity or as indicative of cash available to fund cash needs.

EBITDA, EBITDAre and Core EBITDAre are considered by management to be supplemental measures of our financial performance. EBITDA is defined by the Company as net income or loss computed in accordance with GAAP before interest expense, income taxes, depreciation and amortization. EBITDAre is calculated by the Company in accordance with the definition adopted by the Board of Governors of Nareit, as EBITDA plus or minus losses and gains on the disposition of depreciated property, plus impairment write-downs of depreciated property, with adjustments to reflect the Company’s share of EBITDAre of unconsolidated entities. Core EBITDAre is the Company’s EBITDAre as adjusted for non-core items outlined in the table below. By further adjusting for items that are not considered part of the Company’s core business operations, Core EBITDAre can help one compare the core operating and financial performance of the Company between periods. A reconciliation of EBITDA, EBITDAre and Core EBITDAre to net income is as follows (dollars in thousands):

​ | ​ | ​ | ​
​ |  | Q4 2024
Net income | ​ | $ | 282,092
Interest expense and loss on extinguishment of debt | ​ |  | 64,519
Income tax benefit | ​ |  | (253)
Depreciation expense | ​ |  | 215,539
EBITDA | ​ | $ | 561,897
Gain on sale of communities | ​ |  | (121,841)
Unconsolidated entity EBITDAre adjustments(1) | ​ |  | 4,102
EBITDAre | ​ | $ | 444,158
Unconsolidated entity losses, net | ​ |  | 1,686
Structured Investment Program loan reserve | ​ |  | (286)
Advocacy contributions | ​ |  | 13,242
Hedge accounting activity | ​ |  | (19)
Severance related costs | ​ |  | (192)
Expensed transaction, development and other pursuit costs, net of recoveries | ​ |  | 9,792
Other real estate activity | ​ |  | (117)
Legal settlements and costs | ​ |  | 713
Core EBITDAre | ​ | $ | 468,977

(1) | Includes joint venture interest, taxes, depreciation, gain on dispositions of depreciated real estate and impairment losses, if applicable, included in net income.

​

​

​ | AvalonBay Communities | 84
​ | 2025 PROXY STATEMENT |

​

Table of Contents

Net Debt-to-Core EBITDAre is calculated by the Company as total debt (secured and unsecured notes, and the Company’s Credit Facility and commercial paper program) that is consolidated for financial reporting purposes, less consolidated cash and restricted cash, divided by annualized fourth quarter 2024 Core EBITDAre. A calculation of Net Debt-to-Core EBITDAre, as of December 31, 2024, is as follows (dollars in thousands):

​ | ​ | ​ | ​
Total debt principal(1) | ​ | $ | 8,134,429
Cash and cash equivalents and restricted cash | ​ |  | (229,684)
Net debt | ​ | $ | 7,904,745
Core EBITDAre | ​ | $ | 468,977
Core EBITDAre, annualized | ​ | $ | 1,875,908
Net Debt-to-Core EBITDAre | ​ |  | 4.2 times

(1) | Balance at December 31, 2024 excludes $41,216 of debt discount and deferred financing costs as reflected in unsecured notes, net, and $15,964 of debt discount and deferred financing costs as reflected in notes payable, net, on the Condensed Consolidated Balance Sheets.

Unencumbered NOI as calculated by the Company represents NOI generated by real estate assets unencumbered by outstanding secured notes payable as of December 31, 2024 as a percentage of total NOI generated by real estate assets. The Company believes that current and prospective unsecured creditors of the Company view Unencumbered NOI as one indication of the borrowing capacity of the Company. Therefore, when reviewed together with the Company’s Interest Coverage, EBITDA and cash flow from operations, the Company believes that investors and creditors view Unencumbered NOI as a useful supplemental measure for determining the financial flexibility of an entity. A calculation of Unencumbered NOI for the year ended December 31, 2024 is as follows (dollars in thousands):

​ | ​ | ​ | ​ | ​
​ | ​ | Full Year 2024 NOI | ​
Residential NOI: | ​ | ​ | ​ | ​
Same Store | ​ | $ | 1,828,266 | ​
Other Stabilized | ​ | ​ | 70,241 | ​
Development/Redevelopment | ​ | ​ | 42,711 | ​
Total Residential NOI | ​ | ​ | 1,941,218 | ​
Commercial NOI | ​ | ​ | 33,213 | ​
NOI from real estate assets sold or held for sale | ​ | ​ | 28,463 | ​
Total NOI generated by real estate assets | ​ | ​ | 2,002,894 | ​
Less NOI on encumbered assets | ​ | ​ | (97,312) | ​
NOI on unencumbered assets | ​ | $ | 1,905,582 | ​
Unencumbered NOI | ​ | ​ | 95 | %

​

​

​

​

​

​

​ | AvalonBay Communities | 85
​ | 2025 PROXY STATEMENT |

​

Table of Contents

​

| Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V61516-P25590 ! ! ! ! ! ! ! ! Yes No ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! For Against Abstain For Against Abstain 1b. Terry S. Brown 1a. Glyn F. Aeppel 1d. Stephen P. Hills 1e. Christopher B. Howard 1c. Ronald L. Havner, Jr. 1j. Benjamin W. Schall 1f. Richard J. Lieb 1g. Nnenna Lynch 1h. Charles E. Mueller, Jr. 1i. Timothy J. Naughton 1k. Susan Swanezy 1. To elect the following eleven nominees for director to serve until the 2026 Annual Meeting of Stockholders and until their respective successors are elected and qualify: THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES FOR DIRECTOR IN PROPOSAL 1 AND A VOTE "FOR" PROPOSALS 2 AND 3. AVALONBAY COMMUNITIES, INC. 2. To adopt a resolution approving, on a non-binding advisory basis, the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and any related material disclosed in the proxy statement. 3. To ratify the selection of Ernst & Young LLP as the Company’s independent auditors for the year ending December 31, 2025. In addition, the proxies are authorized to vote and otherwise represent the undersigned on any other matter that may properly come before the Annual Meeting or any adjournment or postponement thereof in the discretion of the proxy holder. If you authorize a proxy by mail, you must date, sign and return this card in order for these shares to be voted. Please indicate if you plan to sign into the virtual audio webcast of this meeting Please sign exactly as your name appears on this card and date. When signing as attorney, executor, administrator, trustee, guardian, officer of a corporation or other entity or in another representative capacity, please give your full title. If shares are held jointly, each holder should sign. SCAN TO VIEW MATERIALS & VOTEw AVALONBAY COMMUNITIES, INC. 4040 WILSON BOULEVARD, SUITE 1000 ARLINGTON, VA 22203 Please take a moment now to authorize a proxy to vote these shares of AvalonBay Communities, Inc. common stock at the 2025 Annual Meeting of Stockholders. YOU CAN AUTHORIZE A PROXY TO VOTE THESE SHARES TODAY IN ONE OF THREE WAYS: VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to authorize your proxy and transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/AVB2025 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. BY PHONE - 1-800-690-6903 Use any touch-tone telephone to authorize your proxy and transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to AvalonBay Communities, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If you authorize a proxy to vote these shares by Internet or telephone you do NOT need to mail this proxy card.

| V61517-P25590 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice, Proxy Statement and Annual Report to Stockholders are available at www.proxyvote.com. AVALONBAY COMMUNITIES, INC. 2025 ANNUAL MEETING OF STOCKHOLDERS, MAY 21, 2025, 10:00 A.M. EASTERN TIME THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS PROXY The undersigned stockholder of AvalonBay Communities, Inc., a Maryland corporation (the "Company"), hereby appoints Timothy J. Naughton, Benjamin W. Schall and Kevin P. O'Shea, and each of them, as proxies for the undersigned, each with full power of substitution, to attend the Annual Meeting of Stockholders of the Company (the "Annual Meeting"), to be held via virtual audio webcast at www.virtualshareholdermeeting.com/AVB2025 on May 21, 2025 at 10:00 a.m. Eastern Time, and any adjournments or postponements thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the Annual Meeting and otherwise to represent the undersigned with all of the powers the undersigned would possess if personally present at the Annual Meeting. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting of Stockholders and of the Proxy Statement, the terms of each of which are incorporated herein by reference, and revokes any proxy heretofore given with respect to the Annual Meeting. IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST AS DIRECTED HEREIN, BUT IF THIS PROXY IS EXECUTED AND NO INSTRUCTIONS ARE SPECIFIED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST "FOR" EACH OF THE NOMINEES FOR DIRECTOR IN PROPOSAL 1 AND "FOR" PROPOSALS 2 AND 3. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF, INCLUDING WHETHER OR NOT TO ADJOURN THE ANNUAL MEETING, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST BY THE PROXIES IN THEIR DISCRETION. AT THE PRESENT TIME, THE BOARD OF DIRECTORS IS NOT AWARE OF ANY OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING. THIS PROXY ALSO CONFERS DISCRETIONARY AUTHORITY ON THE PROXIES TO VOTE WITH RESPECT TO THE ELECTION OF ANY INDIVIDUAL AS DIRECTOR WHERE ONE OR MORE NOMINEES ARE UNABLE TO SERVE, OR FOR GOOD CAUSE WILL NOT SERVE, AND WITH RESPECT TO MATTERS INCIDENTAL TO THE CONDUCT OF THE ANNUAL MEETING. STOCKHOLDERS WHO PLAN TO ATTEND THE ANNUAL MEETING MAY REVOKE THEIR PROXY BY CASTING THEIR VOTE DURING THE ANNUAL MEETING. SEE REVERSE SIDE SEE REVERSE SIDE PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE