As part of Invitation Homes Inc.s (the Company) annual
compensation-setting process, and in connection with the Companys
recent transition from being privately held to publicly traded,
at a regularly scheduled meeting of the Companys Compensation
Committee (the Committee) held on March 14, 2017, the Committee
approved several compensation matters applicable to members of
management, including the Companys named executive officers
(NEOs), as described below.

Base Salary and Annual Award Opportunity

The Committee adjusted the annual base salary of Mr. John B.
Bartling, the Companys President and Chief Executive Officer,
from $875,000 to $800,000 effective as of April 1, 2017. In
addition, the Committee adjusted the target annual bonus award
opportunity that each of Mr. Bartling and Mr. Ernest M. Freedman,
the Companys Executive Vice President and Chief Financial
Officer, could earn under the 2017 AIP (described below). Mr.
Bartlings target annual bonus award opportunity was increased
from 50% to 125% of his eligible earnings (as defined below) for
2017, and Mr. Freedmans target annual bonus award opportunity was
decreased from 150% to 125% of his eligible earnings. There were
no changes made to the base salary or target annual bonus
opportunity for Mr. Dallas B. Tanner, the Companys Executive Vice
President and Chief Investment Officer.

2017 Annual Cash Incentive Compensation Plan

Similar to the Companys previously disclosed annual cash
incentive compensation plan for the fiscal year ended December
31, 2016 (the 2016 AIP), the Committee approved an annual cash
incentive plan for the fiscal year ending December 31, 2017 (the
2017 AIP) to reward successful achievement of financial and
non-financial goals aligned with the goals of the Company and
approved a mix of corporate financial objectives, business unit
and operational objectives, corporate priorities and individual
performance goals.

The corporate financial objectives under the 2017 AIP consist of:
Adjusted Funds from Operations per Share (AFFO/Share, where
Adjusted Funds from Operations is defined as Core FFO minus
capital expenditures for home maintenance and home improvements;
where Core FFO is defined as FFO adjusted for noncash interest
expense related to amortization of deferred financing costs and
discounts related to the Companys financing arrangements, noncash
interest expense for derivatives, initial public offering related
expenses, noncash incentive compensation expense, severance
expenses, casualty losses, net, and acquisition costs, as
applicable; and where FFO is the same as defined by NAREIT as net
income or loss (computed in accordance with GAAP) excluding gains
or losses from sales of previously depreciated real estate
assets, plus depreciation, amortization and impairment of real
estate assets, and adjustments for unconsolidated partnerships
and joint ventures); Net Operating Income Growth (NOI Growth,
calculated in the same manner as under the 2016 AIP, as set forth
in the Companys final prospectus dated January 31, 2017, filed
with the Securities and Exchange Commission on February 2, 2017
to Rule 424(b) of the Securities Act of 1933, as amended);
Relative Net Effective Rental Growth (based on renewal and new
lease growth for the fourth fiscal quarter of 2016 through the
third fiscal quarter of 2017, relative to the Companys two
largest single-family rental peer companies); and a resident
satisfaction score (derived from resident surveys based on Net
Promoter Score methodology).

>>Each of our NEOs total award opportunity under the 2017
AIP is based on the financial, corporate and individual
objectives as set forth below:

Similar to the 2016 AIP, each NEO is eligible to receive a payout
under the 2017 AIP based on the level of the actual achievement
of the above-described performance measures, and payouts are
expressed as a percentage of the NEOs base salary earned for 2017
(eligible earnings) and based on the actual achievement of the
performance measures.

Similar to the 2016 AIP, each performance measure under the 2017
AIP has been assigned a scale that, based on actual achievement
at the end of the performance period, will yield a bonus score,
ranging from 50% for threshold performance, 50% for target
performance and 150% for maximum performance, with interpolation
on a straight line basis based on actual achievement between the
threshold, target and maximum levels and no payout for any
performance measure that does not achieve the threshold level.
The resulting bonus score for each performance measure will then
be multiplied by the percentage of the total award opportunity
that performance measure represented to arrive at an achievement
factor, and the sum of the achievement factors will be multiplied
by the executives award opportunity to determine the payout
amount, if any, that such executive is entitled to receive under
the 2017 AIP.