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2023 Proxy Statement  1

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

You are cordially invited to attend the 2023 Annual Meeting of Stockholders (the “Meeting”) of Apartment Income REIT Corp. (“AIR” or the “Company”) to be held on September 15, 2023, at 9:30 a.m., Mountain Time, at AIR’s corporate headquarters, 4582 South Ulster Street, Suite 1700, Denver, CO 80237, for the following purposes:

WHETHER OR NOT YOU EXPECT TO BE AT THE MEETING, PLEASE VOTE AS SOON AS
POSSIBLE TO ENSURE THAT YOUR SHARES ARE REPRESENTED.

1To elect nine directors, for a term of one year each, until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified;

 

2To ratify the selection of Deloitte & Touche LLP, to serve as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023;

 

3To conduct an advisory vote on executive compensation;

 

4To approve amendments to our Charter to eliminate supermajority voting provisions;

 

5 To approve amendments to our Charter to provide stockholders the ability to remove directors without cause;

  

6To approve amendments to our Charter to eliminate language that is by its terms no longer applicable due to the passage of time; and

 

7 To transact such other business as may properly come before the Meeting or any adjournment(s) thereof.

 

Only stockholders of record at the close of business on July 28, 2023, will be entitled to notice of, and to vote at, the Meeting or any adjournment(s) thereof.

We are pleased to again use the Securities and Exchange Commission (“SEC”) rules that allow issuers to furnish proxy materials to their stockholders on the Internet. We believe these rules allow us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Meeting.

On or about August 4, 2023, we intend to mail our stockholders a notice containing instructions on how to access our 2023 proxy statement (the “Proxy Statement”), Annual Report on Form 10-K for the year ended December 31, 2022, and vote online. The notice also provides instructions on how you can request a paper copy of these documents if you desire, and how you can enroll in e-delivery. If you received your annual materials via email, the email contains voting instructions and links to these documents on the Internet.

By order of the Board of Directors

August 1, 2023

Important Notice Regarding the Availability of Proxy Materials for
AIR’s Annual Meeting of Stockholders to be held on September 15, 2023.

This Proxy Statement and AIR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, are available free of charge at the following website: www.envisionreports.com/airc.

    

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TABLE OF CONTENTS

    

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A MESSAGE FROM OUR CHAIRMAN OF THE BOARD AND OUR CHIEF EXECUTIVE OFFICER

Dear AIR Shareholders:

We write as shareholders like you…and as colleagues who have worked together for the past 16 years to enhance the value of AIR: Tom, first as an Aimco director and now Chairman of the AIR Board of Directors; and Terry as Founder/CEO of “Old Aimco” and now AIR.

Together with our board colleagues, we made the strategic decision just over two and a half years ago to create AIR as a simple, efficient, and predictable business, different in its focus on operations where AIR has a comparative advantage – the AIR Edge.

A few items of note in our key areas of operations, portfolio, balance sheet, team and culture, and governance:

•The AIR Edge, our combination of process, technology, analytics, and most importantly, people, continues to deliver superior results. Since 2019, AIR leads coastal peers in Same Store Revenue and NOI growth, and in the conversion of revenue to Free Cash Flow. AIR is expected to lead all peers in these metrics in 2023 and 2024.

•We have continued to transform the AIR portfolio. Since the separation from “Old Aimco” we have recycled 45% of our GAV, or $4.7 billion. Our resulting portfolio has average revenue per unit of $2,797, up 25% since the separation and the third highest average revenue per unit, 8.4% above peer average. We continue to allocate capital to more dynamic markets such as Southeast Florida.

•Our Balance Sheet is in exceptional shape. We have liquidity of $2 billion, which is more than 3x the peer average. We have no debt maturities for three years with available liquidity to repay all refunding obligations for the next six years. We have no floating rate debt versus peer average of 6%.

•Two of the world’s most professional, successful, and largest real estate investors have chosen to partner with AIR in ventures with an aggregate value of $1.2 billion. This reflects an endorsement of the AIR Edge and AIR’s capability in sourcing accretive growth opportunities. These new JV partnerships are strategic to AIR. They increase AIR’s exposure to higher growth properties, which benefit from the AIR Edge. AIR expects to achieve 200+ bps spreads to our cost of capital, incremental property and asset management fees through higher AUM, and immediate reduction in leverage.

•As promised, we have a more focused business with no exposure to development or mezzanine investments, nor their attendant risks.

•Our highly engaged team continues to drive results, and is being recognized across the country, as a National Top Workplace for the second year in a row as well as a Top Workplace in Denver, Washington, DC, Southeast Florida, and Philadelphia. With engagement rising, so is teammate retention, which is a further accelerant to our AIR Edge.

•Our highly engaged Board brings a wide range of perspectives, including five directors with an average tenure of less than two and a half years.

    

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Among its many functions, the Board took a comprehensive and systematic review of our governance provisions and the continued developments among public companies, the Board unanimously determined to take the shareholder friendly actions presented in this proxy statement for your approval.

In addition, having moved our 2023 annual meeting to September 15, we expect our 2024 annual meeting will return to a more typical spring cycle.

As Chairman, I look back on my 16+ years of service, and I’m proud of what the company has accomplished and is accomplishing through many changes and many business cycles. I have asked Ann Sperling, who heads our Governance and Corporate Responsibility Committee, to work on an orderly succession plan for the Chairman of the Board role to be selected from among AIR’s existing independent directors. In doing so, she and other members of the Board have already engaged with shareholders to explain our thinking and hear theirs. These conversations with shareholders represent approximately half our outstanding shares, with more conversations to come.

We have a high calling in our mission “to provide quality apartment homes in a respectful environment delivered by a team of people who care.” We take seriously that we provide homes. We take equally seriously our responsibility to be a good community partner, a good employer, and a good steward of your capital.

We are grateful for your trust. We ask for your support by voting in favor of the six measures included in this proxy statement.

    

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Business Highlights

We highlighted last year the significant capital recycling effort undertaken by AIR since its Separation, successfully completed in one-half the expected time. Today, we highlight how AIR has built on this momentum, and continued in the delivery of its promise to shareholders of providing the safest, most efficient, and most effective way to own multi-family real estate in the public markets. Highlights of AIR’s distinctive business model since the 2022 annual meeting include:

•AIR continues to attract and retain highly affluent residents with high propensity to renew, measured at ~62% over the last 12-months and ~6% higher than peers,¹ which provides stability within our portfolio.

•Since 2019, AIR leads Coastal peers¹ in Same Store Revenue and NOI growth, and in the conversion of revenue to Free Cash Flow.²

•AIR extended its peer-leading¹ track record in cost control in 2022 to 13-years of flat growth in controllable operating expenses, driven primarily by the productivity gains of the AIR Edge.

•The impact of the AIR Edge on acquisitions is visible in our 2021 acquisitions, now in Same Store and projected to improve AIR’s expected NOI growth in 2023, already peer-leading,¹ by ~10%.

•We further enhanced AIR’s portfolio, as measured by average revenue per apartment home of $2,797 (23% higher than at Separation), through:

-the sale of a portfolio of communities in suburban New England, 47-years old on average, and reinvesting into a recently renovated, bay-front community in South Beach; and

-the sale of joint venture interests in a portfolio of 11 properties, 22-years old on average since last renovated, and the expectation of being able to reinvest proceeds into acquisitions which will benefit from the AIR Edge.

•AIR improved an already safe, low risk balance sheet through (i) maintaining Net Leverage (all of it now fixed-rate) to EBITDAre within its target range of 5-6x and (ii) increasing liquidity to $2B, which can address all refunding obligations through 2028.

	​	AIR Q1 2023	Aimco Q4 2019 or 2019A	Change
Residents	Average Household Income	$246,000	$165,000	49%
	Median Household Income	$170,000	$116,000	47%
	CSAT Score (out of 5)	4.29	4.30	(0.01)
	Note: AIR named a Kinglsey Elite Five in 2023, #2 among all operators and #1 for public REITs
	Resident Retention	61.9%	56.8%	5.1%
Portfolio	Properties	75	124	(40%)
	Apartment Homes	22,696	32,598	(30%)
	Average Revenue per Apartment Home³	$2,797	$2,272	23%
	Redevelopment and Development ($M)	$—	$230	($230)
	Mezzanine Investments ($M)	$—	$280	($280)

Source: AIRC / AIV quarterly filings; Non-GAAP measures are defined and are reconciled to the most comparable GAAP measures in the supplemental information in AIR’s earnings releases.

    

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AIR’s business model will continue to remain simple, efficient, and predictable, driven by what we call the AIR Edge. The AIR Edge reflects our emphasis on resident selection, satisfaction, and retention, as well as relentless innovation in delivering best-in-class property management. Our approach starts with attracting and select high-quality residents that (i) prefer stable communities and compatible neighbors, (ii) value the service of long-tenured onsite personnel, (iii) can afford higher rents (including offered property upgrades), and (iv) demonstrate high propensity to renew. Our success in customer service was recognized again in 2023 where AIR was ranked second among all multi-family companies by Kingsley, and first among public peers.¹ The rationale behind our model is simple: high customer satisfaction drives retention, which, in turn, results in lower controllable operating expense (flat since 2009) and correspondingly higher NOI contribution. AIR’s 74.4% Same Store NOI margin in 2022 was highest among peers, and we believe there is opportunity to improve. AIR then delivers organizational efficiency with net G&A capped at <15 basis points of GAV. In combination, the result in 2022 was the conversion of 66.8% of Same Store Revenue into Free Cash Flow², which we define as Same Store NOI less net property management expense and net G&A expense. To provide context, Coastal and Sunbelt peers¹ would need to generate ~7% and ~15% higher Same Store Revenue, respectively, to match AIR’s efficiency. This advantage is considerable, and durable.

Since the Separation and through Q1 2023, AIR has improved and grown its portfolio through leverage-neutral “paired trades,” where we sell properties or joint venture interests and recycle proceeds into properties with superior prospects, enhanced further by the application of the AIR Edge. AIR’s acquisitions in 2021, 2022, and 2023 now amount to 17% of GAV, pro forma for the recently announced joint venture transactions. The impact to AIR’s overall growth is expected to be considerable, and made more so as the percentage of new properties in AIR’s portfolio increases. We expect properties new to AIR’s platform to outperform between the second and fourth year of ownership as the benefits of the AIR Edge are realized. 2021 acquisitions are expected to enhance Same Store NOI growth by ~100 basis points in 2023, and we expect similar results from 2022 and 2023 acquisitions, which remain on plan.

With reference to 2019 as an index, the trends in AIR’s business performance illustrate the strength of AIR’s distinctive business model starting from top-line (Same Store Revenue), and thereafter including operating costs (Same Store NOI), overhead (Free Cash Flow), and leverage (FFO), which in combination show a model capable of peer-leading¹ growth in those metrics most important to shareholders.

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1Per company filings. Peers defined as AVB, CPT, EQR, ESS, MAA, and UDR. Coastal peers defined as AVB, EQR, ESS, and UDR. Sunbelt peers defined as CPT and MAA.

2Reflects Q2 2022 YTD and 2021 financials as reported in company filings through 2022. Free Cash Flow (“FCF”) defined as Same Store NOI less Net Property Management and G&A Expense and divided by Same Store Revenue. This metric is tracked internally by AIR as a key measure of efficiency with respect to its Same Store portfolio. Comparison with peers is made difficult by differences in business models and accounting, and exact numbers are false precision. This metric is intended to observe that highest operating margins and lowest G&A result in superior conversion of Same Store Revenue to Free Cash Flow.

3Average revenue per apartment home in Q1 2023 is pro forma for AIR's recently announced joint venture transactions.

42024 estimates for Same Store Revenue and Same Store NOI are per GSA, and for FFO per share growth are per Cap IQ.

    

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COMMITMENT TO MAKING A POSITIVE IMPACT

Corporate Responsibility is a long-standing priority for AIR. We are committed to transparency, and continuous improvement as measured by our Company values and by the Global ESG Benchmark for Real Assets (GRESB). We made strong progress again in 2022 in advancing our commitments. In 2022, we received a score of 78, a 13% improvement over 2021. AIR also received an “A” grade for both ESG public disclosure and for alignment with the Task Force for Climate Related Financial Disclosures (TCFD), as well as a “Green Star” for overall Management and Performance, including a 29% improvement over its 2021 environmental stewardship score, a perfect social responsibility score, and a near-perfect corporate governance score. The overall results place AIR 5th among 11 peers and in the top one-third of residential entities in the Americas.

Governance Highlights

STRONG GOVERNANCE

Our strong governance structure and practices are a solid foundation that contribute to our AIR Edge. Through our effective oversight, risk management and consideration of stockholder perspectives, we continue to lead the industry as recognized with best in class sector awards.

STOCKHOLDER OUTREACH

As part of our culture of transparency, we continued to emphasize stockholder engagement in 2022. We strive to be accessible to all stockholders and engage regularly with stockholders holding more than 2/3 of our outstanding shares. AIR met or spoke with holders of approximately 70% of our outstanding shares during 2022. In 2023, we have already similarly engaged with stockholders holding approximately 71% of our outstanding shares. These conversations were wide-ranging on governance, board composition, board refreshment, strategy, executive compensation, and more.

In previous years, we have made our Board members available to meet with shareholders if requested, and from time to time invited shareholders to lunches or dinners with directors. In 2022, we determined to include independent directors regularly in stockholder meetings. Our goal was to provide shareholders familiarity with AIR independent directors and the opportunity for a shareholder to ask questions important to that shareholder. A second benefit was that it provided directors a deeper understanding of shareholder concerns and an opportunity to see management interactions with shareholders. Almost all independent directors were able to participate. These engagements included lunches, dinners, video meetings, and calls. In addition, independent directors attended several industry conferences along with management. For example, Chairman Tom Keltner spoke directly with the holders of more than a majority of our shares to answer questions about such matters as AIR policies and CEO succession plans. Director Ann Sperling, who serves as chairman of our Governance and Corporate Responsibility Committee, has spoken or met with stockholders with Board leadership succession planning and corporate responsibility questions or concerns. Director Tom Bohjalian, formerly Senior Portfolio Manager at Cohen & Steers, a dedicated REIT investment fund and the largest such, has attended industry conferences and private meetings to listen to investors and provide stockholder assurance that the voice of the investor is well heard in board deliberations. Kristin Finney-Cooke, Devin Murphy, John Rayis, and Nina Tran also joined various sessions.

Our commitment to strong corporate governance was further demonstrated November 2022, when AIR’s Board determined to amend AIR’s Articles of Amendment and Restatement (“Charter”) to reduce to a simple majority vote the threshold to amend our Charter and Amended and Restated Bylaws (“Bylaws”), which will be voted on at this annual meeting. In May 2023, AIR’s Board determined to lower the threshold for stockholders to remove directors to a simple majority and to eliminate the requirement that such removal be for “cause.” Our commitment extends not just to maintaining open lines of communication with shareholders, but also to improving as best practices in governance evolve. This direct shareholder engagement yielded positive results with the outcome of our annual meeting as shareholders overwhelmingly supported our directors, as well as “say on pay.”

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OUR RESPONSES TO STOCKHOLDER INPUT

*Subject to Shareholder approval at this Meeting.

    

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BOARD REFRESHMENT & COMPOSITION

AIR remains focused on a talented and engaged Board, with members who have skills and expertise consistent with our culture and strategy. The Board remains focused on its regular refreshment and an ongoing consideration of board succession planning.

Our eight independent directors are just that, independent and chosen for their expertise. The independent directors:

•incorporate perspectives from various racial and ethnic backgrounds, including the lived experience of African American, Asian, Hispanic, Middle Eastern, and other ethnicities

•possess a broad range of ages

•have an average tenure of five years, with five new directors added to the Board since 2020

•include equal numbers of men and women

HONORED FOR THE PAST 4 CONSECUTIVE YEARS FOR BOARD COMPOSITION

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Social and Environmental Highlights

AIR values our residents and our team, and that understanding comes through in the personal respect and relationships which bind together our property teams and residents. Our focus on teammate health, wellbeing, and opportunities for development, philanthropy in our communities, technological innovation, and efficiency measures all contribute to our AIR Edge and result in AIR continuing to secure sector-leading customer and employee satisfaction and retention.

Commitment To Our Residents

Providing homes is a high calling, and we do so with the utmost care for our residents, our team, and our neighbors. The people who choose to live and work with AIR are the drivers of our success, and we continuously strive to serve them with mutual respect and consideration.

AIR provides homes for almost 54,000 people across the United States. We take pride that our communities meet or exceed healthy building best practices.

our 2022 progress

    

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Continued Investment In Our Teammates Is A Priority

The heart of AIR’s success and what provides the AIR Edge is our talented, high-performing team. We demonstrate our care for our teammates through AIR’s comprehensive benefits, career advancement opportunities, and supportive work environment. We see the value each teammate brings to our organization, and we reward their dedication through our pay-for-performance, family-friendly benefits, such as 16 weeks of parental leave, and culture of promotion from within that creates opportunities for advancement.

In 2022, during a time of high inflation, we increased compensation for teammates and implemented generous apartment discounts for those living onsite, particularly for our essential service managers. Our metric of success is year-over-year improvement in team member benefits and high team member engagement and retention.

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Recognized as a regional “Top Workplace” for each of the past 11 years
Regions: Denver, Washington, D.C., the Bay Area, Philadelphia, South Florida

    

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Commitment to Positive Impacts on the Environment

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Commitment to Community

AIR has a vested interest in the communities where we live and work and strives to make an impact beyond our buildings. This has resulted in our long history of investing in and supporting these communities, including through our philanthropic arm, AIR Gives.

AIR set a goal of an increase of employee AIR Gives volunteer participation of 30% over a 2022 baseline by 2025 and to encourage this initiative, each employee is given 15 paid hours each year to apply to volunteer activities, while AIR also donates $15 per hour volunteered to a non-profit of the teammates’ choosing.

Corporate Responsibility Report

AIR publishes a Corporate Responsibility Report, which highlights our commitment to environmental and social responsibility. A copy of AIR’s current Corporate Responsibility Report is available on AIR’s website (www.aircommunities.com). Nothing on AIR’s website, including the Corporate Responsibility Report, shall be deemed incorporated by reference into this Proxy Statement.

    

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PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 15, 2023

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Election
of Directors

The Board of Directors recommends a
vote “FOR” each of the nine nominees.

PROPOSAL 1

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Pursuant to AIR’s Articles of Amendment and Restatement (the “Charter”) and Amended and Restated Bylaws (the “Bylaws”), all nine of AIR’s current directors were elected for terms expiring at the 2023 annual meeting of stockholders. AIR’s Bylaws currently authorize a Board consisting of not fewer than three persons; the Board currently consists of nine directors.

The AIR Board cannot be classified without stockholder approval; that is, AIR has voluntarily opted out of the provisions of Maryland law (known as the Maryland Unsolicited Takeover Act or MUTA) that allow for board classification without stockholder approval.

The nine nominees for election to the Board for a one-year term expiring at the 2024 annual meeting of stockholders, recommended by the Governance and Corporate Responsibility Committee of the Board and nominated by the Board to be voted upon at the Meeting, are:

None of these nominees (other than AIR’s founder and CEO, Mr. Considine) are employed by, or affiliated with, AIR, other than by virtue of serving as directors of AIR. Unless authority to vote for the election of directors has been specifically withheld, the persons named in the accompanying proxy intend to vote for the election of all nine nominees to hold office as directors for a term of one year and until their successors are duly elected and qualified at the next Annual Meeting of Stockholders. All nominees have advised the Board that they are able and willing to serve as directors.

If any nominee becomes unavailable for any reason (which is not anticipated), the shares represented by the proxies may be voted for such other person or persons as may be determined by the holders of the proxies (unless a proxy contains instructions to the contrary). In no event will the proxy be voted for more than nine nominees.

In an uncontested election at the meeting of stockholders, any nominee to serve as a director of the Company will be elected if the director receives a vote of the majority of votes cast, which means that the number of shares voted “for” a director exceeds the number of votes “against” that director. With respect to a contested election, a plurality of all the votes cast at the meeting of stockholders will be sufficient to elect a director. If a nominee who currently is serving as a director receives a greater number of “against” votes for his or her election than votes “for” such election (a “Majority Against Vote”) in an uncontested election, Maryland law provides that the director would continue to serve on the Board as a “holdover director.” However, under AIR’s Bylaws, any nominee for election as a director in an uncontested election who receives a Majority Against Vote is obligated to tender his or her resignation to the Board for consideration following certification of the vote. The Governance and Corporate Responsibility Committee will consider any resignation and recommend to the Board whether to accept it. The Board is required to take action with respect to the Governance and Corporate Responsibility Committee’s recommendation.

For purposes of the election of directors, abstentions or broker non-votes as to the election of directors will not be counted as votes cast and will have no effect on the result of the vote. Unless instructed to the contrary in the proxy, the shares represented by the proxies will be voted FOR the election of the nine nominees named above as directors.

PROPOSAL 1

    

    

    

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OUR BOARD

Who We Are

Biographical information for the directors up for election follows. Board service prior to 2021 refers to service on the board of our predecessor, Aimco.

    

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Summary of Director Qualifications and Expertise

In meeting its oversight responsibilities, the Board benefits from its composition by having directors with complementary skills, experience, and expertise. All directors possess public company board experience as well as executive leadership experience. In addition, directors have particular skills and expertise directly relevant to AIR’s business.

    

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How We Are Selected and Elected

BOARD COMPOSITION, BOARD REFRESHMENT, AND DIRECTOR TENURE

The AIR Board is focused on being well-constructed and high performing. To that end, the Governance and Corporate Responsibility Committee selects nominees for director based on, among other things, breadth and depth of experience, knowledge, skills, expertise, integrity, ability to make independent analytical inquiries, understanding of AIR’s business environment, and willingness to devote adequate time and effort to Board responsibilities. In considering nominees for director, the Governance and Corporate Responsibility Committee seeks to have a diverse range of experience and expertise relevant to AIR’s business. The Governance and Corporate Responsibility Committee places a premium on individual directors who work well in the collegial and collaborative AIR culture, think and act independently, and can communicate their convictions clearly and effectively. The Governance and Corporate Responsibility Committee also assesses the appropriate balance of skills and experiences included in the composition of the Board and makes recommendations to the Board.

The Governance and Corporate Responsibility Committee has specifically considered the feedback of some stockholders as well as the discussions of some commentators that suggest lengthy Board tenure should be balanced with new perspectives. The Board has structured itself such that there are directors of varying tenures, with new directors and perspectives joining the Board every few years including three new directors who were elected in 2021 and two new directors who were elected in 2020. They have done this while retaining the institutional memory of longer-tenured directors. New directors go through an extensive onboarding process, including meeting with members of management across the entire business. This onboarding process provides an understanding of the business and of the team that drives it.

The Governance and Corporate Responsibility Committee believes that longer-tenured directors, balanced with less-tenured directors, enhance the Board’s oversight capabilities. AIR’s directors work effectively together, functioning as a team with a broad range of expertise and perspectives. Directors also coordinate closely with senior management, interact periodically with the broader AIR team in town hall settings and onsite, comprehend AIR’s challenges and

opportunities, and frame AIR’s business strategy. AIR’s Board members have established relationships with each other and in the business community that inform their work to apply effectively their collective business savvy in setting policies for the AIR enterprise and supporting management in their achievement.

When formulating its Board membership recommendations, the Governance and Corporate Responsibility Committee also considers advice and recommendations from others, including stockholders, as it deems appropriate. Such recommendations are evaluated based on the same criteria noted above. The three most recently added directors were recommended to the Governance and Corporate Responsibility Committee by an independent search firm, retained to help identify and review director candidates. Prior director candidates were also identified and reviewed by the same independent search firm.

The Board is responsible for nominating members for election to the Board and for filling vacancies on the Board that may occur between annual meetings of stockholders.

INDEPENDENCE OF DIRECTORS

The Board has determined that to be considered independent, a director may not have a direct or indirect material relationship with AIR or its subsidiaries (directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). A material relationship is one that impairs or inhibits, or has the potential to impair or inhibit, a director’s exercise of critical and disinterested judgment on behalf of AIR and its stockholders. In determining whether a material relationship exists, the Board considers all relevant facts and circumstances, including whether the director or a family member is a current or former employee of the Company, family member relationships, compensation, business relationships and payments, and charitable contributions between AIR and an entity with which a director is affiliated (as an executive officer, partner or substantial stockholder). The Board consults with the Company’s counsel to ensure that such determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent director,” including but not limited to those categorical standards set forth in Section 303A.02 of the listing standards of the New York Stock Exchange.

Consistent with these considerations, the Board has affirmatively determined that all of the directors (other than Mr. Considine) are independent.

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MAJORITY VOTING FOR THE ELECTION OF DIRECTORS

In an uncontested election at the meeting of stockholders, any nominee to serve as a director of the Company will be elected if the director receives a majority of votes cast, which means that the number of shares voted “for” a director exceeds the number of shares voted “against” that director. With respect to a contested election, a plurality of all the votes cast at the meeting of stockholders will be sufficient to elect a director. If a nominee who currently is serving as a director receives a greater number of “against” votes for his or her election than votes “for” such election (a “Majority Against Vote”) in an uncontested election, Maryland law provides that the director continue to serve on the Board as a “holdover director.” However, under AIR’s Bylaws, any nominee for election as a director in an uncontested election who receives a Majority Against Vote is obligated to tender his or her resignation to the Board for consideration following certification of the vote. The Governance and Corporate Responsibility Committee will consider any resignation and recommend to the Board whether to accept it. The Board is required to take action with respect to the Governance and Corporate Responsibility Committee’s recommendation. Additional details are set out in Article II, Section 2.03 (Election and Tenure of Directors; Resignations) of AIR’s Bylaws.

PROXY ACCESS

Based on stockholder feedback, corporate governance best practices and trends, and the Company’s particular facts and circumstances, the Board determined to provide in the Company’s Bylaws a proxy access right to stockholders. A stockholder or a group of up to 20 stockholders, owning at least 3% of our shares for at least three years, may submit nominees for up to 20% of the Board, or two nominees, whichever is greater, for inclusion in our proxy materials, subject to complying with the requirements contained in our Bylaws.

How We Govern and Are Governed

CODE OF ETHICS

The Board has adopted a code of ethics entitled “Code of Business Conduct and Ethics” that applies to the members of the Board, all of AIR’s executive officers and all teammates of AIR or its subsidiaries, including AIR’s principal executive officer, principal financial officer, and principal accounting officer. The Code of Business

Conduct and Ethics is posted on AIR’s website (www.aircommunities.com) and is also available in print to stockholders, upon written request to AIR’s Corporate Secretary. If, in the future, AIR amends, modifies, or waives a provision in the Code of Business Conduct and Ethics, rather than filing a Current Report on Form 8-K, AIR intends to satisfy any applicable disclosure requirement under Item 5.05 of Form 8-K by posting such information on AIR’s website (www.aircommunities.com), as necessary.

CORPORATE RESPONSIBILITY REPORT

AIR publishes a Corporate Responsibility Report, which highlights our commitment to environmental and social responsibility. A copy of AIR’s current Corporate Responsibility Report is available on AIR’s website (www.aircommunities.com). Nothing on AIR’s website, including the Corporate Responsibility Report, shall be deemed incorporated by reference into this Proxy Statement.

CORPORATE GOVERNANCE GUIDELINES AND DIRECTOR STOCK OWNERSHIP

The Board has adopted and approved Corporate Governance Guidelines. These guidelines are available on AIR’s website (www.aircommunities.com) and are also available in print to stockholders, upon written request to AIR’s Corporate Secretary. In general, the Corporate Governance Guidelines address director qualification standards, director responsibilities, director access to management and independent advisors, director compensation, director orientation and continuing education, the role of the Board in planning management succession, stock ownership guidelines and retention requirements, and an annual performance evaluation of the Board.

With respect to stock ownership guidelines for the independent directors, the Corporate Governance Guidelines provide that by the completion of five years of service, an independent director is expected to own, at a minimum, the lesser of 27,500 shares or shares having a value of at least $550,000. Each of AIR’s continuing directors meets the ownership requirement or has not yet completed five years of service. In addition, many of our independent directors have purchased shares on the open market. As described elsewhere in this Proxy Statement, our founder and CEO, Mr. Considine and his family have substantial holdings of AIR securities, and Mr. Considine takes most of his compensation in AIR securities with the quantity based on AIR’s performance.

    

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MAJORITY VOTING WITH A RESIGNATION POLICY

AIR requires its directors to be elected by a majority of the votes cast in an uncontested election. Directors failing to get a majority of the votes cast are expected to tender their resignation. If a nominee who currently is serving as a director receives a greater number of “against” votes for his or her election than votes “for” such election (a “Majority Against Vote”) in an uncontested election, Maryland law provides that the director would continue to serve on the Board as a “holdover director.” However, under AIR’s Bylaws, any nominee for election as a director in an uncontested election who receives a Majority Against Vote is obligated to tender his or her resignation to the Board for consideration following certification of the vote. The Governance and Corporate Responsibility Committee will consider any resignation and recommend to the Board whether to accept it. The Board is required to take action with respect to the Governance and Corporate Responsibility Committee’s recommendation.

RETIREMENT AGE OR TERM LIMITS

Rather than impose arbitrary limits on service, the Company regularly (and at least annually) reviews each director’s continued role on the Board and considers the need for periodic board refreshment.

CHARTER AND Bylaws Amendments

In 2022, the Board took action to amend AIR’s Charter to reduce to a simple majority the stockholder vote required to amend AIR’s Charter and Bylaws In 2023, the Board took action to amend AIR’s Charter and Bylaws to lower the threshold for stockholders to remove directors to a simple majority of shares outstanding and eliminate the requirement that such removal be for “cause.” The actions taken are subject to the affirmative vote of shareholders, as detailed further in proposals 4 and 5.

TRANSACTIONS IN AIR SECURITIES

The Company has a policy and training program focused on compliance with the securities laws, which are designed to prevent insider trading and ensure compliance with fair disclosure regulations. Any transaction in AIR securities by a director, officer or other employee on certain projects requires pre-clearance with the General Counsel and typically such transactions are permitted only during certain open trading windows. In addition, the Company’s policy against insider trading prohibits short sales and provides certain limitations to help ensure that any sort of margin account, pledges, hedges, or option transactions are consistent with the securities laws and aligned with the best interests of stockholders.

BOARD CULTURE

The Board has a culture of collaboration and a commitment to acting with consensus. The Board asks all independent directors to serve on all standing committees, have a breadth and depth of experience, knowledge, skills, expertise, integrity, ability to make independent analytical inquiries, and a willingness to devote adequate time and effort to Board responsibilities. The Board focuses on regular refreshment and seeks to have a diverse range of experience and expertise relevant to AIR’s business. AIR places a premium on directors who work well in the collegial and collaborative culture of the Board, who think and act independently, and who can clearly and effectively communicate their convictions.

How We Are Organized

BOARD LEADERSHIP STRUCTURE

In connection with the Separation, Mr. Considine recommended and the Board concluded that separating the Chairman and CEO role would be most effective for the Company’s leadership and governance. Mr. Keltner serves as Chairman of the Board, which includes: presiding over meetings of the Board; presiding over executive sessions of the independent directors, which are held regularly and not less than four times per year; with the CEO, setting meeting agendas and schedules; calling meetings of the independent directors; and being available for direct communication with stockholders.

All committees are composed solely of independent directors. The Audit, Compensation and Human Resources, and Governance and Corporate Responsibility Committees are composed solely of all independent directors so that each independent director hears all information unfiltered and reduces repetitive or summarized reports. This practice ensures that elected and independent directors have broad awareness of the AIR business and make Board decisions with the perspective of the stockholders who elected them and own the AIR business.

SEPARATE SESSIONS OF INDEPENDENT DIRECTORS

AIR’s Corporate Governance Guidelines (described above) provide that the non-management directors shall meet in executive session without management on a regularly scheduled basis, but no less than four times per year. The non-management directors, which group currently is made up of the eight independent directors, met in executive session without management four times during the year ended December 31, 2022.

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MEETINGS AND COMMITTEES

The Corporate Governance Guidelines (described above) provide that the Company generally expects that the Chairman of the Board will attend all annual and special meetings of the stockholders. Other members of the Board are not required to attend such meetings. All of the members of the Board attended the Company’s 2022 Annual Meeting of Stockholders.

The Board held nine meetings during the year ended December 31, 2022. During 2022, there were four standing committees: Audit; Compensation and Human Resources; Governance and Corporate Responsibility and AIR-AIV Transactions Committee. During 2022, no director attended fewer than 75% of the aggregate total number of meetings of the Board and each committee on which such director served.

The following table sets forth the number of meetings held by the Board and each committee during the year ended December 31, 2022.

Below is a table illustrating the current standing committee memberships and chairmen. Additional detail on each committee follows the table.

•indicates a member of the committee

†indicates the current committee chairman

AUDIT COMMITTEE

The Audit Committee consists of the eight independent directors. Ms. Tran serves as the chairman of the Audit Committee. Ms. Tran has regular and recurring conversations with Mr. Beldin, AIR’s Chief Financial Officer (“CFO”), with Ms. Cohn, AIR’s President and General Counsel, with AIR’s controller, with the head of AIR’s internal audit firm, and with representatives of Deloitte & Touche LLP. The Audit Committee has a written charter that was last reviewed in October 2022 and last modified in October 2021. The Audit Committee’s charter is posted on AIR’s website (www.aircommunities.com) and is also available in print to stockholders, upon written request to AIR’s Corporate Secretary.

    

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The Audit Committee’s responsibilities are set forth in the following chart.

Information Security

Information technology, communication networks, and related systems are essential to the operation of our business. We use these systems to manage our vendor relationships, internal communications, accounting and record-keeping as well as other key aspects of AIR’s business. AIR has strategies and procedures in place regarding system redundancy, risk transfer, insurance, indemnification, the implementation of security measures, required employee awareness training, and a disaster recovery plan for our internal information technology systems. The Audit Committee of the Board is responsible for overseeing the Company’s strategic approach to cybersecurity. The Audit Committee and the Board are briefed by senior management on information security matters on at least a quarterly basis. The Company is covered by an information security risk insurance policy. Our core business processes

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are performed on accredited cloud-based technologies, our core infrastructure is routinely evaluated for areas of improvement, and routine testing of systems and controls is performed, including third party penetration testing by certified information security specialists of the strength of the Company’s information security and adherence to top security standards. Further, AIR maintains full compliance with operational requirements under privacy and data security laws of jurisdictions in which we operate, including the California Consumer Protection Act (the “CCPA”).

The Audit Committee held five meetings during the year ended December 31, 2022. As set forth in the Audit Committee’s charter, no director may serve as a member of the Audit Committee if such director serves on the audit committee of more than two other public companies, unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on the Audit Committee. No member of the Audit Committee serves on the audit committee of more than two other public companies.

AUDIT COMMITTEE FINANCIAL EXPERT

AIR’s Board has designated Ms. Tran as an “audit committee financial expert.” In addition, all the members of the Audit Committee qualify as audit committee financial experts. Each member of the Audit Committee is independent, as that term is defined by Section 303A of the listing standards of the New York Stock Exchange relating to audit committees.

COMPENSATION AND HUMAN RESOURCES COMMITTEE

The Compensation and Human Resources Committee consists of the eight independent directors. Mr. Rayis serves as the chairman of the Compensation and Human Resources Committee. Mr. Rayis meets regularly with Ms. Cohn. Mr. Rayis also has regular conversations with AIR’s independent compensation consultant, FPL Associates (“FPL”) and with outside counsel with expertise in executive compensation and compensation governance related matters. The Compensation and Human Resources Committee has a written charter that was last reviewed and modified in October 2022. The Compensation and Human Resources Committee’s charter is posted on AIR’s website (www.aircommunities.com) and is also available in print to stockholders, upon written request to AIR’s Corporate Secretary.

The Compensation and Human Resources Committee’s responsibilities are set forth in the following chart.

    

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One of the most important responsibilities of the Compensation and Human Resources Committee is to ensure a succession plan is in place for key members of the Company’s executive management team, including the CEO. Based on the work of the Compensation and Human Resources Committee, the Board has a succession plan for the CEO position, is prepared to act in the event of a CEO vacancy in the short term and has identified candidates for succession over the long term. The Board will select the successor taking into consideration the needs of the organization, the business environment, and each candidate’s skills, experience, expertise, leadership, and fit. The Company maintains a robust succession planning process, as highlighted in the following chart.

As part of its management of the executive talent pipeline, the Board in 2022 retained Russell Reynolds Associates to assist it in the evaluation of potential internal CEO candidates, not as a search, but as a tool to assist the Board for the future.

The Compensation and Human Resources Committee held six meetings during the year ended December 31, 2022.

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GOVERNANCE AND CORPORATE RESPONSIBILITY COMMITTEE

The Governance and Corporate Responsibility Committee consists of the eight independent directors. Ms. Sperling serves as the chairman of the Governance and Corporate Responsibility Committee. The Governance and Corporate Responsibility Committee has a written charter that was reviewed in October 2022 and again reviewed and modified in January 2023. The Governance and Corporate Responsibility Committee’s charter is posted on AIR’s website (www.aircommunities.com) and is also available in print to stockholders, upon written request to AIR’s Corporate Secretary. During 2021, the Board determined to change the name of the Governance and Corporate Responsibility Committee (from the Nominating and Corporate Governance Committee) to emphasize the Company’s and the Board’s commitment to consideration of environmental, social, sustainability, and corporate responsibility matters. The Company also appointed its first Chief Corporate Responsibility Officer, Patti Shwayder, a 20-year veteran of the Company with a national reputation for subject matter expertise.

The Governance and Corporate Responsibility Committee’s responsibilities are set forth in the following chart.

The Governance and Corporate Responsibility Committee held five meetings during the year ended December 31, 2022.

    

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AIR-AIV TRANSACTIONS COMMITTEE

In addition to the three standing committees, the Board established the AIR-AIV Transactions Committee. The AIR-AIV Transactions Committee consists of three independent directors, Messrs. Keltner and Rayis and Ms. Tran. Mr. Keltner serves as the chairman of the AIR-AIV Transactions Committee. The AIR-AIV Transactions Committee has a written charter that is reviewed annually.

The AIR-AIV Transactions Committee charter is posted on AIR’s website (www.aircommunities.com) and is also available in print to stockholders, upon written request to AIR’s Corporate Secretary.

The AIR-AIV Transactions Committee’s responsibilities are set forth in the following chart.

The AIR-AIV Transactions Committee was formed in July 2021 and meets as often as is necessary to carry out its duties and responsibilities. The AIR-AIV Transactions Committee held three meetings during the year ended December 31, 2022.

How We Are Paid

INDEPENDENT DIRECTOR COMPENSATION

In formulating its recommendation for director compensation, the Governance and Corporate Responsibility Committee reviews director compensation for independent directors of companies in the real estate industry and companies of comparable market capitalization, revenue and assets and considers compensation trends for other NYSE-listed companies and S&P 500 companies. The Governance and Corporate Responsibility Committee also considers the relatively small size of the AIR board as compared to other boards, the participation of each Independent Director on each committee, and the resulting workload on the directors. In addition, the Governance and Corporate Responsibility Committee considers the overall cost of the Board to the Company and the cost per director.

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2022

Compensation for the independent directors for 2022 remained consistent with their compensation for 2021. Specifically, director compensation included a fixed annual cash retainer of $90,000 and an award of 3,000 shares of fully vested AIR Common Stock or partnership units, which shares were awarded on February 4, 2022. The closing price of AIR’s Common Stock on the New York Stock Exchange on February 4, 2022, was $52.78. No meeting fees were paid to the independent directors for attending meetings of the Board and the committees on which they serve. For the year ended December 31, 2022, the independent directors were paid as follows:

(1)For 2022, each independent director received a cash retainer of $90,000.

(2)For 2022, each independent director was awarded 3,000 shares of AIR Common Stock or 3,000 partnership units which shares or units were awarded on February 4, 2022, and the closing price on that date was $52.78. The dollar value shown above represents the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 and is calculated based on the closing price of AIR’s Common Stock on the date of grant.

(3)Mr. Considine, who is not an independent director, does not receive any additional compensation for serving on the Board. Mr. Considine’s compensation as founder and CEO is detailed elsewhere in this proxy statement.

2023

Compensation for each of the independent directors in 2023 includes an annual award of 4,250 shares of AIR Common Stock or partnership units, which equity was awarded on January 31, 2023. The closing price of AIR’s Common Stock on the New York Stock Exchange on January 31, 2023, was $38.26. The independent directors also received an annual cash retainer of $90,000, paid quarterly. Directors will not receive meeting fees in 2023.

    

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How to Communicate with Us

STOCKHOLDER ENGAGEMENT

Under the direction of the Board and including participation by Board members, AIR regularly engages with stockholders on governance, pay and business matters, and systematically and at least annually canvasses its largest stockholders.

COMMUNICATING WITH THE BOARD OF DIRECTORS

Any interested parties desiring to communicate with AIR’s Board, the Chairman of the Board, any of the other independent directors, any committee chairman, or any committee member may directly contact such persons by directing such communications in care of AIR’s Corporate Secretary. All communications received as set forth in the preceding sentence will be opened by the office of AIR’s General Counsel for the sole purpose of determining whether the contents represent a message to AIR’s directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the Board or any group or committee of directors, the General Counsel’s office will make sufficient copies of the contents to send to each director who is a member of the group or committee to which the envelope or e-mail is addressed.

To contact AIR’s Corporate Secretary, correspondence should be addressed as follows:

Corporate Secretary
Office of the General Counsel
Apartment Income REIT Corp.
4582 South Ulster Street, Suite 1700
Denver, Colorado 80237
corporatesecretary@aircommunities.com

  

Ratification of Selection
of Independent
Registered Public
Accounting Firm

The Board of Directors recommends
a vote “FOR” the ratification of the
selection of Deloitte & Touche LLP.

PROPOSAL 2

     

Pursuant to a competitive process, on September 23, 2021, the Audit Committee approved the appointment of Deloitte & Touche LLP to serve as AIR’s independent registered public accounting firm effective immediately. The Board is submitting the selection of Deloitte & Touche LLP for stockholder ratification.

Representatives of Deloitte & Touche LLP are expected to be present at the Meeting, have an opportunity to make a statement and respond to appropriate questions.

In selecting Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the “Deloitte Entities”) to perform tax compliance and tax consulting services during the years ended December 31, 2022 and 2021, the Audit Committee evaluated the efficiency and expertise brought by the Deloitte Entities and concluded that such engagement was in the best interest of the Company and its stockholders. The Audit Committee considered that the Company’s current and continuing qualification as a real estate investment trust involves the application of highly technical and complex provisions of the Internal Revenue Code and depends on the Company’s ability to meet the various requirements imposed by the Internal Revenue Code, through actual operating results, distribution levels, and diversity of stock ownership. The Audit Committee also specifically considered the amount of the fees as compared to the Company’s overall engagement and as compared to the Deloitte Entities’ overall book of business and concluded that such engagement by the Company would have no negative bearing on the Deloitte Entities’ independence.

The affirmative vote of a majority of the votes cast regarding the proposal is required to ratify the selection of Deloitte & Touche LLP. Abstentions or broker non-votes will not be counted as votes cast and will have no effect on the result of the vote on the proposal. Unless instructed to the contrary in the proxy, the shares represented by the proxies will be voted “for” the proposal to ratify the selection of Deloitte & Touche LLP.

PROPOSAL 2

    

    

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OUR AUDITORS

Change in Independent Registered Public Accounting Firm

NEW INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

As disclosed above, on September 23, 2021, the Audit Committee approved the appointment of Deloitte & Touche LLP for the fiscal year ending December 31, 2021. During the fiscal years ended December 31, 2020 and December 31, 2019, and for the subsequent interim period through September 23, 2021, none of AIR, the Operating Partnership or anyone on their behalf consulted Deloitte & Touche LLP regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and no written report or oral advice was provided that Deloitte & Touche LLP concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K or a “reportable event” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

PREVIOUS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Also as disclosed above, during the competitive process, on September 22, 2021, Ernst & Young LLP resigned as the Company’s independent registered public accounting firm, effective immediately. Ernst & Young LLP’s reports on (i) the consolidated financial statements as of and for fiscal year ended December 31, 2020 of AIR and the Operating Partnership and (ii) the consolidated financial statements as of and for the fiscal year ended December 31, 2019 of AIR’s predecessor, Apartment Investment and Management Company, and the Operating Partnership, then known as AIMCO Properties, L.P., did not contain any adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During fiscal years ended December 31, 2020 and December 31, 2019, and in the subsequent interim period through September 22, 2021, (i) there were no disagreements with Ernst & Young LLP (within the meaning of Item 304(a)(1)(iv) of Regulation S-K) on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that if not resolved to Ernst & Young LLP’s satisfaction, would have caused Ernst & Young LLP to make reference thereto in its reports; and (ii) there were no reportable events (as defined by Item 304(a)(1)(v) of Regulation S-K).

AUDIT COMMITTEE REPORT TO STOCKHOLDERS

The Audit Committee oversees AIR’s financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process, including internal control over financial reporting and disclosure controls and procedures. A written charter approved by the Audit Committee and ratified by the Board governs the Audit Committee. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements in the Annual Report on Form 10-K with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

The Audit Committee reviewed with the independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States, its judgment as to the quality, not just the acceptability, of the Company’s accounting principles. The Audit Committee also has discussed with the independent registered public accounting firm the

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matters required to be discussed under applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and U.S. Securities and Exchange Commission (SEC). In addition, the Audit Committee has received from the independent registered public accounting firm the written disclosures and letter required by applicable PCAOB requirements, has discussed with the independent registered public accounting firm its independence from the Company and its management, and has considered whether the independent registered public accounting firm’s provision of non-audit services to the Company is compatible with maintaining such firm’s independence.

The Audit Committee discussed with the Company’s independent registered public accounting firm the overall scope and plans for its audit. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of its examination, its evaluation of the Company’s internal control over financial reporting, and the overall quality of the Company’s financial reporting. The Audit Committee held five meetings during 2022.

None of the Audit Committee members have a relationship with the Company that might interfere with the exercise of the member’s independence from the Company and its management.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements and management’s report on internal control over financial reporting be included in the Annual Report on Form 10-K for the year ended December 31, 2022, for filing with the SEC. The Audit Committee has also determined that provision by the Company’s independent registered public accounting firm of other non-audit services is compatible with maintaining the auditor’s independence. The Audit Committee and the Board have also recommended, subject to stockholder ratification, the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

Date: July 18, 2023

THOMAS N. BOHJALIAN
KRISTIN FINNEY-COOKE
THOMAS L. KELTNER
DEVIN I. MURPHY
MARGARITA PALÁU-HERNÁNDEZ
JOHN DINHA RAYIS
ANN SPERLING
NINA A. TRAN (CHAIRMAN)

The above report will not be deemed to be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates the same by reference.

    

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

PRINCIPAL ACCOUNTANT FEES

Below is information on the fees billed for services rendered by the Deloitte Entities, AIR’s independent registered public accounting firm during the years ended December 31, 2022 and 2021.

(1)Tax compliance fees consist primarily of income tax return preparation and income tax return review fees related to the income tax returns of AIR, the AIR Operating Partnership, and certain of AIR’s subsidiaries and affiliates.

(2)Tax consulting fees consist primarily of amounts attributable to routine advice related to various transactions, and assistance related to income tax return examinations by governmental authorities.

(3)Other fees consist of amounts attributable to allowable advisory services.

In selecting the Deloitte Entities to perform tax compliance and tax consulting services during the years ended December 31, 2022 and 2021, the Audit Committee evaluated the efficiency and expertise brought by the Deloitte Entities and concluded that such engagement was in the best interest of the Company and its stockholders. The Audit Committee considered that the Company’s current and continuing qualification as a real estate investment trust involves the application of highly technical and complex provisions of the Internal Revenue Code and depends on the Company’s ability to meet the various requirements imposed by the Internal Revenue Code, through actual operating results, distribution levels, and diversity of stock ownership. The Audit Committee also specifically considered the amount of the fees as compared to the Company’s overall engagement and as compared to the Deloitte Entities’ overall book of business and concluded that such engagement by the Company would have no negative bearing on the Deloitte Entities’ independence.

In its pre-approval of such tax services in accordance with the policies outlined below, the Audit Committee gave appropriate consideration to the applicable independence rules of the SEC and PCAOB. Specifically, the Audit Committee considered:

•The SEC’s three basic principles of independence with respect to services provided by auditors, violations of which would impair the auditor’s independence: (1) an auditor cannot function in the role of management; (2) an auditor cannot audit his or her own work; and (3) an auditor cannot serve in an advocacy role for his or her client;

•The non-audit services specifically prohibited under the SEC’s auditor independence rules:

•Bookkeeping or other services related to the accounting records or financial statements of the audit client;

•Financial information systems design and implementation;

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•Appraisal or valuation services, fairness opinions, or contribution-in-kind reports;

•Actuarial services;

•Internal audit outsourcing services;

•Management functions or human resources;

•Broker or dealer, investment adviser, or investment banking services; and

•Legal services and expert services unrelated to the audit.

•The following rules of the PCAOB:

•3521 - Contingent Fees;

•3522 - Tax Transactions; and

•3524 - Audit Committee Pre-approval of Certain Tax Services.

In addition, the Audit Committee considered the SEC’s Release, Strengthening the Commission’s Requirements Regarding Auditor Independence, in which the SEC reiterated “its long-standing position that an accounting firm can provide tax services to its audit clients without impairing the firm’s independence.”

AUDIT COMMITTEE PRE-APPROVAL POLICIES

The Audit Committee has adopted the Audit and Non-Audit Services Pre-Approval Policy (the “Pre-approval Policy”). A summary of the Pre-approval Policy is as follows:

•The Pre-approval Policy describes the Audit, Audit-related, Tax and Other Permitted services that have the general pre-approval of the Audit Committee.

•Pre-approvals are typically subject to a dollar limit of $100,000.

•The term of any general pre-approval is generally 12 months from the date of pre-approval.

•At least annually, the Audit Committee reviews and pre-approves the services that may be provided by the independent registered public accounting firm without obtaining specific pre-approval from the Audit Committee.

•Unless a type of service has received general pre-approval and is anticipated to be within the dollar limit associated with the general pre-approval, it requires specific pre-approval by the Audit Committee if it is to be provided by the independent registered public accounting firm.

•The Audit Committee will consider whether all services are consistent with the rules on independent registered public accounting firm independence.

•The Audit Committee also considers whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with AIR’s business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance AIR’s ability to manage or control risk or improve audit quality. Such factors are considered as a whole, and no one factor is necessarily determinative.

All of the services described in the Principal Accountant Fee section above were approved pursuant to the annual engagement letter or in accordance with the Pre-approval Policy.

    

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OUR EXECUTIVES