Executive Compensation:

The Compensation Committee (the "Compensation Committee") of Preferred Apartment Communities, Inc.\’s (the "Company") Board of Directors (the "Board") engaged FPL Associates ("FPL") to assist the Compensation Committee with establishing a new executive compensation framework for the Company following the internalization of the Company\’s external advisors effective January 31, 2020 (the "Executive Compensation Framework"). The new compensation program, as described in the Company\’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 19, 2020, was designed to generally accomplish the following:

•Retain and motivate key contributors to the Company’s profitability and growth;

•Align employee and stakeholder/investor interests;

•Provide incentive compensation that places a strong emphasis on financial performance with the flexibility to assess operational and individual performance;

•Provide a means to reward for strong performance; and

•Foster an ownership mentality among program participants.

This new compensation structure includes: (i) a mix of base salary, short-term cash incentive compensation, and long-term equity incentive compensation; (ii) objective benchmarking; (iii) time-based and performance-based vesting; and (iv) peer comparisons where appropriate.

On July 31, 2020, the Board, upon recommendation of the Compensation Committee, approved performance-based restricted stock units ("RSUs") as part of the Company\’s Long-Term Incentive Program ("LTIP") for the Company’s named executive officers, as reflected in the Company’s definitive proxy statement for its 2020 annual meeting of stockholders (other than Daniel M. DuPree, the Company’s former CEO, who has become Executive Chairman and Leonard A. Silverstein who resigned as an executive officer on March 3, 2020), along with Jeffrey D. Sherman, President – Multifamily, Parker Boone DuPree, President – Office, and Michael Aide, President – Retail, each of whom is currently expected to be included as a named executive officer in our definitive proxy statement for our 2021 annual meeting of stockholders (collectively, the "Named Executive Officers").

Performance-Based RSUs

General. to the performance-based RSUs agreements, each executive is eligible to vest in a number of RSUs ranging from 0% to 200% of the target number of RSUs granted, based on the Company’s total shareholder return ("TSR") during the three-year performance period commencing on July 1, 2020 and ending on June 30, 2023 (the "Performance Period"), relative to the total shareholder return of the peer group during the Performance Period, subject to the executive’s continued service. These RSUs include both performance-based and time-based vesting conditions.

Performance Vesting. In the event that the Company\’s TSR performance during the Performance Period is achieved at the "threshold," "target" or "maximum" level as set forth below compared to the peer group, the award will become performance-vested with respect to the percentage of RSUs set forth below:

PREFERRED APARTMENT COMMUNITIES INC Exhibit
EX-10.1 2 ex101-apts2020psuaward.htm EX-10.1 – 2020 PERFORMANCE RSU AWARD AGREEMENT (FORM) Document        PREFERRED APARTMENT COMMUNITIES,…
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About Preferred Apartment Communities, Inc. (NYSE:APTS)

Preferred Apartment Communities, Inc. is a real estate investment trust (REIT). The Company is formed primarily to acquire and operate multifamily properties in select-targeted markets throughout the United States. It operates through three segments: multifamily communities, retail and real estate related financing. The multifamily communities segment consists of owned residential multifamily communities. It owns approximately 20 multifamily communities with a total of over 6,140 units in over eight states. The retail segment consists of owned grocery-anchored shopping centers. The Company owns over 31 grocery-anchored centers across over seven Sunbelt states. It owns Champions Village, a Randalls-anchored shopping center. The financing segment consists of a portfolio of real estate loans, bridge loans and other financial instruments, which partially finance the development, construction and prestabilization carrying costs of multifamily communities and other real estate assets.