Item 11. Executive Compensation.

Executive Compensation

Introduction

This section provides an overview of the compensation for our principal executive officer and the two other most highly compensated persons serving as executive officers as of December 31, 2016. We refer to these individuals as our named executive officers (our “NEOs”) for fiscal 2016. These NEOs included: John B. Bartling Jr., President and Chief Executive Officer; Ernest M. Freedman, Executive Vice President and Chief Financial Officer; and Dallas B. Tanner, Executive Vice President and Chief Investment Officer.

Summary Compensation Table

The following table sets forth all compensation paid to or accrued by our NEOs for services rendered to us during the fiscal year presented. Based on the compensation he earned during 2015 following his commencement of service with the Company in October 2015, Mr. Freedman was not an NEO for fiscal 2015 and, accordingly, his compensation for that period is not included in the table below.

Name and Principal Position		Year		Salary ($)(1)		Bonus ($)(2)		Stock Option					Non-Equity Incentive Plan Compensation ($)(4)		Nonqualified Deferred Compensation Earnings ($)(5)			All Other Compensation ($)(6)		Total ($)
	Awards ($)(3)		Awards ($)
John B. Bartling Jr. (President and Chief Executive Officer)		2016		$875,000		$30,188		$795,414		—			$779,489		—			$10,600		$2,490,691
	2015		$875,000		$17,500		$4,235,336		—			$857,500		—			$9,865		$5,995,201
Ernest M. Freedman (Executive Vice President and Chief Financial Officer)		2016		$558,846		$28,920		$906,453		—			$809,383		—			$160,749		$2,464,351
Dallas B. Tanner (Executive Vice President and Chief Investment Officer)		2016		$450,000		$450,000		$563,419		—			$585,047		—			$47,833		$2,096,299
	2015		$387,156		$147,941		$3,970,869		—			$302,059		—			$54,248		$4,862,273

(1)	Represents the salary earned during the fiscal year presented. Effective June 1, 2016, Mr. Freedman’s salary was increased from $500,000 to $600,000.

(2)	For 2016, amounts reported represents discretionary cash bonuses awarded to Messrs. Bartling, Freedman, and Tanner in respect of their 2016 service and efforts leading up to the IPO, as applicable.

(3)	Incentive Units (as defined below) granted in the Promote Partnerships (as defined below) included time-vesting units and exit-vesting units. See “—Narrative to Summary Compensation Table—Long-Term Incentive Compensation.”

Incentive Units in IH1 were granted to employees of a subsidiary of IH1 and, as such, the grant date fair value of the Incentive Units in IH1 was calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 718, Compensation-Stock Compensation (“ASC Topic 718”), using the assumptions discussed in Note 10 to the combined and consolidated financial statements included in this Annual Report on Form 10-K. The grant date fair value of the exit-vesting portion of the Incentive Units granted in IH1 was computed based upon the probable outcome of the performance conditions as of the grant date in accordance with FASB ASC Topic 718. Achievement of the performance conditions for these Incentive Units was not deemed probable on the grant date and, accordingly, no value is included in the table for this portion of the awards pursuant to the SEC’s disclosure rules. Assuming achievement of the performance conditions, the grant date fair value of the exit-vesting Incentive Units in IH1 granted in 2016 would have been $26,227 for Mr. Freedman (the only NEO who was granted exit-vesting Incentive Units in IH1 in 2016).

Incentive Units in the IH2 Promote Partnerships, IH3, IH4 and IH5 (each as defined below) were granted to non-employees of the issuing entities and, as such, the grant date fair value of the Incentive Units in the IH2 Promote

Partnerships, IH3, IH4 and IH5 (measured as of the initial grant date and reported in the table above) was calculated in accordance with FASB ASC 505, Equity (“ASC Topic 505”), using the assumptions discussed in Note 10 to the combined and consolidated financial statements included in this Annual Report on Form 10-K. The grant date fair value of the exit-vesting portion of the Incentive Units granted in the IH2 Promote Partnerships, IH3, IH4 and IH5 was computed based upon the probable outcome of the performance conditions as of the grant date. Achievement of the performance conditions for these Incentive Units was not deemed probable on the grant date and, accordingly, no value is included in the table for this portion of the awards pursuant to the SEC’s disclosure rules. Assuming achievement of the performance conditions, the initial grant date fair value of the exit-vesting Incentive Units in the IH2 Promote Partnerships, IH3 and IH4 granted in 2016 would have been $100,959 for Mr. Freedman, and the initial grant date fair value of the exit-vesting Incentive Units in IH5 granted in 2016 would have been $198,854 for Mr. Bartling and $99,427 for Mr. Freedman. All of Mr. Tanner’s Incentive Units granted in 2016 are time-vesting.

As described under “—Narrative to Summary Compensation Table—Long-Term Incentive Compensation,” in connection with the IPO, in December 2016, we waived the vesting conditions of all of Mr. Tanner’s unvested Incentive Units whereby all of such Incentive Units were immediately vested. There was no incremental fair value calculated in accordance with FASB ASC Topic 718 and FASB ASC Topic 505, as applicable, in connection with this waiver and accelerated vesting.

(4)	Represents the annual cash incentive awards earned under the 2016 AIP.

(5)	We have no nonqualified defined contribution or other nonqualified deferred compensation plans for our executive officers.

(6)

All Other Compensation for 2016 represents: for Mr. Bartling, the Company’s 401(k) matching contribution; for Mr. Freedman, the Company’s 401(k) matching contribution and reimbursement for costs incurred in connection with his relocation to Company headquarters in Dallas, Texas; and for Mr. Tanner, the Company’s 401(k) matching contribution and reimbursement for costs incurred in connection with his relocation to Company headquarters in Dallas, Texas.

Narrative to Summary Compensation Table

Employment Agreements

Each of Messrs. Bartling, Freedman and Tanner has entered into an employment agreement, setting forth elements of the executive’s terms of employment and compensation. The material provisions of these agreements are described below.

Mr. Bartling’s Employment Agreement. Mr. Bartling is party to an employment agreement, dated November 25, 2014, pursuant to which he serves as our President and Chief Executive Officer and, at the request of our board of directors, a member of the board for which he receives no additional compensation. The employment agreement has an initial term that ends on November 25, 2017 and extends automatically for one-year periods unless we or Mr. Bartling elects not to extend the term. The employment agreement also provides that Mr. Bartling is eligible to receive (1) a minimum base salary of $875,000, subject to periodic increases as determined by our board of directors and (2) an annual bonus award equal to 75% of his base salary if minimum performance objectives are achieved, 100% of his base salary if target performance objectives are achieved and up to a maximum of 125% of his base salary for top performance. Mr. Bartling is also entitled to participate in all Company employee benefit plans on the same basis as those made available to our other senior executives and was entitled to equity incentive awards in IH1, the IH2 Promote Partnerships, IH3, IH4 and IH5 on terms substantially similar to our other senior executives. Mr. Bartling’s employment agreement provides for severance benefits in connection with qualifying events of termination, which benefits are contingent upon Mr. Bartling’s execution of a general release of claims and compliance with specified post-termination restrictive covenants, as further described under “—Termination and Change in Control Provisions.”

Mr. Freedman’s Employment Agreement. Mr. Freedman is party to an employment agreement, dated September 4, 2015, pursuant to which he serves as Executive Vice President and Chief Financial Officer. The employment agreement has an initial term that ends on September 4, 2018 and extends automatically for one-year periods unless we or Mr. Freedman elects not to extend the term. The employment agreement also provides that Mr. Freedman is eligible to receive (1) a minimum base salary of $500,000, subject to periodic increases as determined by our board of directors and (2) an annual bonus award equal

to 150% of his base salary if target performance objectives are achieved and no annual bonus award if minimum performance objectives are not achieved. Mr. Freedman is also entitled to participate in all Company employee benefit plans on the same basis as those made available to our other senior executives. The employment agreement provides that Mr. Freedman be granted equity interests in the Promote Partnerships on terms substantially similar to our other senior executives, with the intention that the Incentive Units granted to Mr. Freedman have an aggregate target exit value of $5 million. Mr. Freedman’s employment agreement further provides for reimbursement of reasonable costs incurred in connection with his relocation to Dallas, Texas, including reimbursement of purchase costs for a primary residence in Dallas in an amount equal to up to 3% of the purchase price and reimbursement of closing costs in connection with the sale of his existing residence in an amount equal to up to 6% of the sales price. Mr. Freedman’s employment agreement provides for severance benefits in connection with qualifying events of termination, which benefits are contingent upon Mr. Freedman’s execution of a general release of claims and compliance with specified post-termination restrictive covenants, as further described under “—Termination and Change in Control Provisions.”

Mr. Tanner’s Employment Agreement. Mr. Tanner is party to an employment agreement, dated November 9, 2015, pursuant to which he serves as our Executive Vice President and Chief Investment Officer and as a member on our board of directors. The employment agreement has an initial term that ends on November 9, 2018 and extends automatically for one-year periods unless we or Mr. Tanner elects not to extend the term. The employment agreement also provides that Mr. Tanner is eligible to receive (1) a minimum base salary of $450,000, subject to increase but not decrease, as determined by our board of directors and (2) an annual bonus award equal to 125% of his base salary if target performance objectives are achieved, with no annual bonus award if minimum performance objectives are not achieved. Mr. Tanner is also eligible to participate in our employee benefit plans on the same basis as the benefits are generally made available to our other senior executives and was entitled to a grant of 850 Incentive Units in IH5. The employment agreement modified the vesting terms of his Incentive Units to provide that all of his Incentive Units were scheduled to vest on the earlier of (1) the vesting schedule set forth in the applicable equity award agreement and (2) November 9, 2017. Mr. Tanner’s employment agreement further provides for reimbursement of reasonable costs incurred in connection with his relocation to Dallas, Texas, including reimbursement of purchases costs for a primary residence in Dallas in an amount equal to up to 3% of the purchase price. Mr. Tanner’s employment agreement provides for severance benefits in connection with a qualifying events of termination, which benefits are contingent upon Mr. Tanner’s execution of a general release of claims and compliance with specified post-termination restrictive covenants, as further described under “—Termination and Change in Control Provisions.”

Annual Cash Incentive Compensation

Our annual cash incentive compensation plan for the fiscal year ended December 31, 2016 (the “2016 AIP”) compensated and rewarded successful achievement of financial and non-financial goals aligned with the goals of the Company and incorporated a mix of operational and financial performance objectives, as well as departmental goals, corporate priorities and individual goals. The operational and financial objective components of the award opportunity consisted of: Net Operating Income Growth (defined as the percentage year-over-year change in Net Operating Income in our Same Store portfolio where Net Operating Income is defined as set forth under Part II. Item 7. “Management Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures”); EBITDA Margin (defined as EBITDA as a percentage of total revenue of our total portfolio, where EBITDA is defined as set forth under Part II. Item 7. “Management Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures” as further adjusted for impairment expense; expenses related to the IPO, and gain (loss) on the sale of property); and Net Cash Flow (defined as Net Operating Income, minus property capital expenditures, minus leasing commissions paid, plus lease cost amortization). Of Mr. Bartling’s total award opportunity under the 2016 AIP, 40% of the award was based on Net Operating Income Growth, 20% was based on EBITDA Margin, 20% was based on Net Cash Flow, 10% was based on corporate priorities and 10% was based on individual goals. Of Mr. Freedman’s total award opportunity under the 2016 AIP, 30% of the award was based on Net Operating Income Growth, 15% was based on EBITDA Margin, 15% was based on Net Cash Flow, 20% was based on departmental goals, 10% was based on corporate priorities and 10% was based on individual goals. Of Mr. Tanner’s total award opportunity under the 2016 AIP, 15% of the award was based on Net Operating Income Growth, 7.5% was based on EBITDA Margin, 7.5% was based on Net Cash Flow, 50% was based on departmental goals, 10% was based on corporate priorities and 10% was based on individual goals.

Each NEO was eligible to receive a payout under the 2016 AIP based on the level of the actual achievement of the above-described performance measures, and payouts were expressed as a percentage of the NEO’s base salary earned for 2016 (“eligible earnings”). Each NEO’s target bonus opportunity was established under the terms of his employment

agreement as may have been subsequently adjusted. Accordingly, for fiscal 2016, Mr. Bartling’s target bonus opportunity was 100% of his eligible earnings, Mr. Freedman’s was 150% and Mr. Tanner’s was 125%.

At the beginning of the 2016 AIP performance period, each performance measure was assigned a scale that, based on actual achievement at the end of the performance period, yielded a bonus score. The resulting bonus score for each performance measure was then multiplied by the percentage of the total award opportunity that performance measure represented to arrive at an achievement factor. The sum of the achievement factors was then multiplied by the executive’s award opportunity payable at target to determine the payout amount such executive was entitled to receive under the 2016 AIP.

For the year ended December 31, 2016, the scale for the Net Operating Income Growth performance measure provided for a bonus score of 50% if the Net Operating Income Growth achieved was 300 basis points below the target level, a bonus score of 100% if the target level was achieved and a 150% bonus score if the Net Operating Income Growth was 300 or more basis points above the target level. The scale for the EBITDA Margin performance measure provided for a 50% bonus score if the EBITDA Margin achieved was 200 basis points below the target level, a 100% bonus score if the target level was achieved and a 150% bonus score if the EBITDA Margin achieved was 200 or more basis points above the target level. The scale for the Net Cash Flow performance measure provided for a 50% bonus score if the Net Cash Flow achieved was 4% below the target level, a 100% bonus score if the target level was achieved and a 150% bonus score if the Net Cash Flow achieved was 4% or more above the target level. Bonus scores were interpolated on a straight line basis based on actual achievement between the threshold, target and maximum levels with no payout for any performance measure that did not achieve the threshold level.

For 2016, Net Operating Income Growth achieved resulted in a 75.0% bonus score, EBITDA Margin achieved resulted in a 91.8% bonus score and Net Cash Flow achieved resulted in a 90.9% bonus score. Based on the NEO’s departmental and individual goals achieved under the 2016 AIP, the annual cash incentive awards thereunder were payable as follows (these amounts are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table):

Name		Target Award (% of Eligible Earnings)		Target Award ($ of Eligible Earnings)		Combined Achievement Factor Under the 2016 AIP (% of Target Award)		Amounts Earned Under 2016 AIP(1) ($)
John B. Bartling Jr		100%		$875,000		89.08%		$779,489
Ernest M. Freedman		150%		$838,269		96.55%		$809,383
Dallas B. Tanner		125%		$562,500		104.00%		$585,047

(1)	In addition to amounts payable under the 2016 AIP, we also determined to award each of Messrs. Bartling, Freedman and Tanner a discretionary bonus in the amount of $30,188, $28,920 and $450,000, respectively, in recognition of their efforts during 2016 leading up to our IPO. These discretionary bonuses are reported in the “Bonus” column of the Summary Compensation Table.

Long-Term Incentive Compensation

Pursuant to our long-term promoted interest incentive plan, our NEOs have been granted long-term incentive awards in the form of equity interests (the “Incentive Units”) in each of IH1, Preeminent Parent L.P. and Invitation Homes 2-A L.P. (collectively, the “IH2 Promote Partnerships”), IH3, IH4 and IH5 (collectively, the “Promote Partnerships”). These Incentive Units are intended to be treated as “profits interests” for U.S. tax purposes and have economic characteristics similar to stock appreciation rights. Therefore, the Incentive Units only have value to the extent there is an appreciation in the value of the applicable Promote Partnership from and after the applicable grant date and, as to some of the awards, the appreciation exceeds a specified threshold. Unless stated otherwise or the context otherwise requires, terms defined in this paragraph apply only to this Item 11. “Executive Compensation” section.

The Incentive Units granted to our NEOs included “time-vesting” awards subject to vesting terms based on the executive’s continued employment through the applicable vesting date, as well as “exit-vesting” awards subject to vesting terms based on the first to occur of (x) the date Blackstone ceases to be the beneficial owner of at least 15% of the outstanding equity capital of the applicable Promote Partnership (or, following the IPO, the date Blackstone and its affiliates

cease to own 15% or more of our common stock) and (y) if an initial public offering has occurred, the date that is 18 months after the consummation of the initial public offering (each an “exit event”).

As to the Incentive Units granted to Mr. Bartling, 80% of such units were time-vesting and scheduled to vest in equal annual installments on each of the first four anniversaries of a specified vesting reference date, subject to his continued employment through the applicable vesting date. The remaining 20% of his Incentive Units were exit-vesting and scheduled to vest upon the occurrence of an exit event, subject to his continued employment through such date. In 2016, we agreed to modify the vesting terms of Mr. Bartling’s Incentive Units to provide that, in addition to the foregoing, all of his time-vesting Incentive Units were scheduled to vest upon the completion of a public offering (including the IPO), and all of his Incentive Units in a Promote Partnership were scheduled to vest upon a dissolution of such Promote Partnership.

As to the Incentive Units granted to Mr. Freedman, 80% of such units were time-vesting and scheduled to vest in equal annual installments on each of the first four anniversaries of a specified vesting reference date, subject to his continued employment through the applicable vesting date. The remaining 20% of his Incentive Units were exit-vesting and were scheduled to vest upon the occurrence of an exit event subject to his continued employment through such date. In addition to the foregoing, all of his time-vesting Incentive Units were scheduled to vest upon the completion of a public offering (including the IPO), and all of his Incentive Units in a Promote Partnership were scheduled to vest upon a “dissolution” (as defined in the agreement governing such Incentive Units) of such Promote Partnership, subject, in each case, to his continued employment through such date.

As to the Incentive Units initially granted to Mr. Tanner, 75% of such units were time-vesting and were scheduled to vest in equal annual installments on each of the first three anniversaries of a specified vesting reference date, subject to his continued employment through the applicable vesting date. The remaining 25% of his Incentive Units were exit-vesting and were scheduled to vest upon the occurrence of an exit event, subject to his continued employment through such date. The foregoing described vesting terms of Mr. Tanner’s Incentive Units were modified by his November 2015 employment agreement, whereby all of his unvested Incentive Units became time-vesting and were scheduled to vest on the earlier of (x) the vesting schedule set forth in the applicable Incentive Unit agreement and (y) November 9, 2017, in each case, whether or not Mr. Tanner remained employed on such date. As described below, in December 2016, we waived the vesting conditions of all of Mr. Tanner’s unvested Incentive Units whereby all of such Incentive Units were immediately vested. In addition to his Incentive Units, Mr. Tanner also purchased Class A units in the Promote Partnerships for cash and at fair value. This equity had economic characteristics similar to those of shares of common stock in a corporation and had no vesting schedule.

In January 2017, we granted management, including our NEOs, long-term incentive awards, consisting of Incentive Units in Invitation Homes 6 L.P. (“IH6”) and bonus payments (“IH6 Bonus Awards”). The Incentive Units in IH6 consisted of time-vesting units that were generally subject to vesting terms based on the executive’s continued employment through the applicable vesting date and exit-vesting units that were subject to vesting upon an exit event. The time-vesting and exit-vesting Incentive Units in IH6 awarded to Messrs. Bartling, Freedman and Tanner were subject to the same vesting and other terms as their Incentive Units in IH5, as such vesting terms for Messrs. Bartling’s and Tanner’s Incentive Units in IH5 were subsequently modified and accelerated, as applicable, and were scheduled to vest based on a vesting reference date set forth in the agreement governing such Incentive Units in IH6. Messrs. Bartling, Freedman and Tanner were awarded 1,650, 750 and 850 Incentive Units in IH6, respectively. Each of Messrs. Bartling’s and Freedman’s Incentive Units in IH6 were scheduled to vest based on a September 1, 2015 vesting reference date, and Mr. Tanner’s Incentive Units in IH6 were fully vested upon grant. The IH6 Bonus Awards consisted of a bonus award in an amount equal to $500 multiplied by the total number of Incentive Units in IH6 granted to the executive (which were, for Messrs. Bartling, Freedman and Tanner, $825,000, $375,000 and $425,000, respectively). The IH6 Bonus Awards vested upon the completion of the IPO and were settled in vested restricted stock units, with the number of restricted stock units awarded calculated by dividing the total dollar amount of the IH6 Bonus Award by $20.00, the per share price of our common stock sold to the public in the IPO. Such restricted stock units have been issued under our Omnibus Incentive Plan, and the shares underlying such restricted stock units will be delivered six months and one day after the completion of the IPO.

In January 2017, Mr. Freedman was granted additional Incentive Units in IH1, the IH2 Promote Partnerships and IH3 in order to provide Mr. Freedman with the remainder of the equity awards he was originally intended to receive. Mr. Freedman was granted 85 Incentive Units in IH1, 100 Units in the IH2 Promote Partnerships and 2.5 Incentive Units in IH3. The vesting and other terms of these Incentive Units were the same as those for his existing Incentive Units in IH1 and IH3, respectively, including the vesting reference date applicable to such Incentive Units. As a result, all Incentive Units granted to

Mr. Freedman in IH1, the IH2 Promote Partnerships and IH3 were scheduled to vest based on an October 14, 2015 vesting reference date.

In connection with the IPO we converted all of the Incentive Units held by our executive officers (other than the Incentive Units in IH1, the IH2 Promote Partnerships, IH3, IH4 and IH5 held by Mr. Tanner) into shares of our common stock. The number of shares received in this conversion was determined in a manner intended to replicate the respective economic value associated with the corresponding Incentive Units converted based on the valuation derived from the IPO price. The vesting and other terms of the shares delivered in the conversion have the same vesting and other terms (including the provisions described under “—Termination and Change in Control Provisions”) applicable to the corresponding Incentive Units converted. Accordingly, shares received in respect of vested Incentive Units are shares of vested common stock, and shares received in respect of unvested time-vesting and exit-vesting Incentive Units are shares of unvested time-vesting and exit-vesting restricted stock. As to Mr. Tanner, in December 2016, we waived the vesting conditions of all of his unvested Incentive Units whereby all of such Incentive Units were immediately vested. There was no incremental fair value calculated in accordance with FASB ASC Topic 718 and FASB ASC Topic 505, as applicable, in connection with this waiver and accelerated vesting. Mr. Tanner received in respect of his Incentive Units in IH1, the IH2 Promote Partnerships, IH3, IH4 and IH5 similar vested limited partner interests in the partnerships that hold shares of our common stock, and Mr. Tanner’s Incentive Units in IH6 were converted into shares of our common stock in the same manner as that for Incentive Units held by our other executives as described above. Individual holders of Class A units in the Promote Partnerships received shares of our common stock upon conversion of such units.

As a result of the valuation in the IPO, Messrs. Bartling and Freedman received no vested common stock in exchange for their Incentive Units, and Mr. Tanner received no vested common stock in exchange for his Incentive Units in IH6.

The following table sets forth the number and value of vested restricted stock units Messrs. Bartling, Freedman and Tanner received in respect of their IH6 Bonus Awards.

		Vested RSUs Received in Respect of IH6 Bonus Awards
Name		(#)		($)
John B. Bartling Jr.		41,250		$825,000
Ernest M. Freedman		18,750		$375,000
Dallas B. Tanner		21,250		$425,000

Retirement Benefits

We maintain a tax-qualified 401(k) plan, under which we match each employee’s contributions dollar-for-dollar up to 3% of such employee’s eligible earnings, and we match 50% on the next 2% of each employee’s eligible earnings contributed. All of our matching contributions are fully vested, and each NEO participated in the 401(k) plan in 2016.

Outstanding Equity Awards at 2016 Fiscal Year End

The following table provides information regarding outstanding equity awards held by each of our NEOs as of December 31, 2016.

Name						Stock Awards
	Grant Date		Promote Partnership		Number of Shares or Units of Stock That Have Not Vested(1)(2)(5) (#)			Market Value of Shares or Units of Stock That Have Not Vested(3) ($)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2)(4)(5) (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($)
John B. Bartling Jr.		05/19/2015		IH1		92.00			$	1,154,784			46.00			$	577,392
		05/19/2015		IH2		28.00			$	7,057			14.00			$	3,528
		05/19/2015		IH3		70.00			$	28,455			35.00			$	14,228
		05/19/2015		IH4		660.00			$	122,320			330.00			$	61,160
		08/03/2016		IH5		600.00			$	154,658			300.00			$	77,329
Ernest M. Freedman		6/13/2016		IH1		6.00			$	78,720			2.00			$	26,227
		6/13/2016		IH3		58.50			$	36,699			19.50			$	73,226
		6/13/2016		IH4		60.00			$	15,110			20.00			$	27,733
		6/13/2016		IH5		300.00			$	77,329			150.00			$	99,427
Dallas B. Tanner		10/11/2012		IH1		—			—				—			—
		06/03/2013		IH2		—			—				—			—
		10/11/2013		IH3		—			—				—			—
		10/29/2014		IH4		—			—				—			—
		03/02/2016		IH5		—			—				—			—

(1)	Reflects the time-vesting Incentive Units in the Promote Partnerships that had not vested as of December 31, 2016. These Incentive Units were scheduled to vest as follows:

(a)

As to Mr. Bartling, 80% of his Incentive Units in IH1, the IH2 Promote Partnerships, IH3 and IH4 were scheduled to vest in four equal annual installments on each anniversary of a November 25, 2014 vesting reference date; and 80% of his Incentive Units in IH5 were scheduled to vest in four equal annual installments on each anniversary of an August 22, 2014 vesting reference date, subject, in each case, to his continued employment through the applicable vesting date. In 2016, we agreed to modify the vesting terms of Mr. Bartling’s Incentive Units to provide that, in addition to the foregoing, all of his time-vesting Incentive Units would vest upon the completion of a public offering (including the IPO), and all of his Incentive Units in a Promote Partnership would vest upon a dissolution of such Promote Partnership, subject, in each case, to his continued employment through such date.

(b)

As to Mr. Freedman, 80% of his Incentive Units in IH1, the IH2 Promote Partnerships, IH3 and IH4 were scheduled to vest in four equal annual installments on each anniversary of a October 14, 2015 vesting reference date; and 80% of his Incentive Units in IH5 were scheduled to vest in four equal annual installments on each anniversary of an August 22, 2014 vesting reference date, subject, in each case, to his continued employment through the applicable vesting date. All of Mr. Freedman’s time-vesting Incentive Units were scheduled to vest upon the completion of an initial public offering (including the IPO), and all of his Incentive Units in a Promote Partnership were scheduled to vest upon a dissolution of such Promote Partnership, subject to his continued employment through such date.

(c)	As described under “—Narrative to Summary Compensation Table—Long-Term Incentive Compensation,” in connection with the IPO, in December 2016, we waived the vesting conditions of all of Mr. Tanner’s unvested Incentive Units whereby all of such Incentive Units were immediately vested.

(2)	For additional information on vesting upon specified termination events, see “-—Termination and Change in Control Provisions.”

(3)	As of December 31, 2016, the value of the respective Promote Partnerships had appreciated to a level that would have created value in the time-vesting and exit-vesting Incentive Units. Therefore, amounts reported are based on the appreciation in value of the respective Promote Partnership from and after the applicable grant date through December 31, 2016.

(4)

Reflects the exit-vesting Incentive Units in the Promote Partnerships that had not vested as of December 31, 2016. These Incentive Units were scheduled to vest on the earlier of (x) the date Blackstone ceases to be the beneficial owner of at least 15% of the outstanding equity capital of the applicable Promote Partnership and (y) if an initial public offering (including the IPO) has occurred, the date that is 18 months after the consummation of the initial public offering. See also footnote (1) for circumstances that provide for vesting of Messrs. Bartling’s and Freedman’s exit-vesting Incentive Units.

(5)

As described above, in connection with the IPO, all of Messrs. Bartling’s and Freedman’s unvested time-vesting and unvested exit-vesting Incentive Units were converted into shares of unvested time-vesting and unvested exit-vesting restricted stock that are, in each case, subject to the same vesting and other terms applicable to the corresponding time-vesting and exit-vesting Incentive Units converted.

Termination and Change in Control Provisions

Mr. Bartling

Pursuant to the terms of his employment agreement, upon Mr. Bartling’s termination of his employment by us without “cause” (as defined in his employment agreement) or his voluntary resignation, including as a result of a “constructive termination” (as defined in his employment agreement and summarized below), Mr. Bartling is entitled to receive a lump sum cash severance payment (the “Bartling severance payment”) calculated as follows: if the sum of (x) the fair value of his vested Incentive Units and (y) all proceeds previously received in respect of all of his Incentive Units (such sum, the “Incentive Award Value”) is less than $4 million, Mr. Bartling will receive an advance against his Incentive Units in an amount equal to $4 million minus the Incentive Award Value (and we will repurchase the vested portion of his Incentive Units at their Incentive Award Value, less any proceeds previously received in respect of all Incentive Units), and, if the Incentive Award Value is equal to or greater than $4 million, the Bartling severance payment will be equal to $4 million less any proceeds previously received in respect of his Incentive Units (and Mr. Bartling will retain his then-vested Incentive Units). In addition, we agreed to pay the employer portion for Mr. Bartling’s continued coverage under our medical and dental benefit plans for up to 12 months following his termination of employment. Upon a termination of employment as a result of death or “disability” (as defined in his employment agreement), Mr. Bartling or his estate (as the case may be) is entitled to the Bartling severance payment and a prorated bonus (based on the period number of days employed during the year of termination) equal to the greater of (1) Mr. Bartling’s annual bonus payable at target for the year of termination and (2) Mr. Bartling’s actual bonus earned for the year immediately preceding the year of termination. Mr. Bartling’s employment agreement defines a “constructive termination” as, among other specified events, a material reduction in his annual base salary or target bonus opportunity, a failure to pay his compensation when due, a material and sustained diminution in his authority and duties, a relocation of his principal place of employment or if we elect not to renew his employment agreement.

As described above under “—Narrative to Summary Compensation Table—Long-Term Incentive Compensation,” in connection with the IPO, Mr. Bartling’s Incentive Units were converted into shares of our common stock, and the vesting and other terms of such shares of restricted stock delivered in the conversion are the same as those applicable to the corresponding Incentive Units converted. As a result, upon Mr. Bartling’s termination without “cause” or as a result of a “constructive termination” (each as defined in his employment agreement, and each a “qualifying termination”), Mr. Bartling’s then unvested restricted stock will vest in an amount equal to: 25% of his unvested restricted stock received in respect of his Incentive Units in IH1 and the IH2 Promote Partnerships; 50% of his unvested restricted stock received in respect of his Incentive Units in IH3; and 20% of his unvested restricted stock received in respect of his Incentive Units in

IH4, IH5 and IH6. Upon an exit event, 20% of his unvested restricted stock received in respect of his Incentive Units will vest. If Mr. Bartling experiences a qualifying termination after an exit event, all of his unvested restricted stock received in respect of his Incentive Units in IH1, the IH2 Promote Partnerships and IH3 will vest, and 20% of his unvested restricted stock received in respect of his Incentive Units in IH4, IH5 and IH6 will vest. If Mr. Bartling’s employment is terminated prior to the fourth anniversary of the applicable vesting reference date due to death or disability, a prorated portion of 20% of his unvested restricted stock received in respect of his Incentive Units will vest.

Mr. Freedman

Pursuant to the terms of his employment agreement, upon Mr. Freedman’s termination of his employment by us without “cause” (as defined in his employment agreement) or as a result of a “constructive termination” (as defined in his employment agreement and summarized below), Mr. Freedman is entitled to receive: (1) a lump sum cash severance payment in an amount equal to the sum of (x) one times his base salary and (y) his actual bonus earned for the year immediately preceding the year of termination or if he has not received an annual bonus for a full year, his annual bonus payable at target; and (2) a lump sum cash severance payment (the “Freedman severance payment”) calculated as follows: if the sum of (x) the fair value of his vested Incentive Units and (y) all proceeds previously received in respect of all of his Incentive Units (such sum, the “Incentive Award Value”) is less than $3.5 million, Mr. Freedman will receive an advance against his Incentive Units in an amount equal to $3.5 million minus the Incentive Award Value (and we will repurchase the vested portion of his Incentive Units at their Incentive Award Value, less any proceeds previously received in respect of all Incentive Units), and, if the Incentive Award Value is equal to or greater than $3.5 million, the Freedman severance payment will be equal to $3.5 million less any proceeds previously received in respect of all of his Incentive Units (and Mr. Freedman will retain his then-vested Incentive Units). In addition, we agreed to pay the employer portion for Mr. Freedman’s continued coverage under our medical and dental benefit plans for up to 12 months following his termination of employment due to the above-described circumstances. In addition, upon a termination of employment by us without “cause” in connection with a “dissolution” (as defined in his employment agreement), Mr. Freedman is entitled to receive, in addition to all the foregoing payments and benefits, reimbursement for specified costs incurred in connection with Mr. Freedman’s and his family’s relocation, including any taxes incurred with such relocation. Upon a resignation of employment by Mr. Freedman following a dissolution other than as a result of a constructive termination, Mr. Freedman is entitled to receive the Freedman severance payment. Upon a termination of employment as a result of death or “disability” (as defined in his employment agreement), Mr. Freedman or his estate (as the case may be) is entitled to receive the Freedman severance payment and a prorated bonus (based on the number of days employed during the year of termination) equal to the greater of (1) Mr. Freedman’s annual bonus payable at target for the year of termination and (2) Mr. Freedman’s actual bonus earned for the year immediately preceding the year of termination. Mr. Freedman’s employment agreement defines a “constructive termination” as, among other specified events, a material reduction in his annual base salary or target bonus opportunity, a failure to pay his compensation when due, a material and sustained diminution in his authority and duties, a relocation of his principal place of employment or if we elect not to renew his employment agreement.

As described above under “—Narrative to Summary Compensation Table—Long-Term Incentive Compensation,” in connection with the IPO, Mr. Freedman’s Incentive Units were converted into shares of our common stock, and the vesting and other terms of such shares of restricted stock delivered in the conversion are the same as those applicable to the corresponding Incentive Units converted. As a result, upon Mr. Freedman’s termination without “cause” or as a result of a “constructive termination” (each as defined in his employment agreement), Mr. Freedman’s then unvested restricted stock will vest in an amount equal to: 25% of his unvested restricted stock received in respect of his Incentive Units in IH1, the IH2 Promote Partnerships, IH5 and IH6; 50% of his unvested restricted stock received in respect of his Incentive Units in IH3; and 20% of his unvested restricted stock received in respect of his Incentive Units in IH4. If Mr. Freedman’s employment is terminated prior to the fourth anniversary of the applicable vesting reference date due to death or disability, a prorated portion of 20% of his unvested restricted stock received in respect of all of his Incentive Units will vest.

Mr. Tanner

Mr. Tanner’s employment agreement provides that, upon a termination of his employment by us without “cause” (as defined in his employment agreement) or as a result of a “constructive termination” (as defined in his employment agreement and summarized below), Mr. Tanner is entitled to receive: (1) a lump sum cash severance payment in an amount equal to the sum of (x) one times his base salary, (y) his actual bonus earned for the year immediately preceding the year of termination and (z) a prorated portion, based on the number of days employed in the year of his termination, of the actual bonus earned

for the year immediately preceding the year of termination; (2) if the termination of employment occurs prior to November 9, 2018, reimbursement of reasonable costs for Mr. Tanner and his family to relocate to a metropolitan area in the continental U.S., including a gross-up for any applicable income and employment taxes associated therewith; and (3) vesting of all of his then-unvested Incentive Units. In addition, we agreed to pay the employer portion for Mr. Tanner’s continued coverage under our medical and dental benefit plans for up to 12 months following his termination of employment. Upon a termination of employment as a result of death or “disability” (as defined in his employment agreement), Mr. Tanner or his estate (as the case may be) is entitled to a prorated bonus (based on the period number of days employed during the year of termination) equal to the greater of (1) Mr. Tanner’s annual bonus payable at target for the year of termination and (2) Mr. Tanner’s actual bonus earned for the year immediately preceding the year of termination. Mr. Tanner’s employment agreement defines a “constructive termination” as, among other specified events, a material reduction in his annual base salary or target bonus opportunity, a failure to pay his compensation when due, a material and sustained diminution in his authorities and duties, a relocation of his principal place of employment or if we elect not to renew his employment agreement.

Covenants

Each NEO is subject to restrictive covenants, including an indefinite confidentiality covenant and covenants regarding non-competition and non-solicitation of employees and current or prospective clients or customers, in each case, at all times during employment and for up to 12 months after termination of employment.

Actions Taken in Connection with the IPO

In connection with the IPO, we waived the vesting conditions of all of Mr. Tanner’s unvested Incentive Units whereby all of such Incentive Units were immediately vested, and we converted Incentive Units held by our executive officers into shares of our common stock, as described above under “—Narrative to Summary Compensation Table—Long-Term Incentive Compensation.”

In October 2016, we established a supplemental bonus plan for several key executives and employees, including our NEOs, which plan was further modified in connection with the IPO. Under this supplemental bonus plan, we established a pool, and each of Messrs. Bartling, Freedman and Tanner shared in this pool, along with other members of management. We refer to these as the non-discretionary awards, and the amount of non-discretionary awards received by each of Messrs. Bartling, Freedman and Tanner was approximately $11.0 million, $3.5 million and $1.3 million, respectively. In addition, our compensation committee made additional discretionary awards to our NEOs and others in an amount that was not to exceed in the aggregate $10.0 million. We refer to these as the discretionary awards, and the amount of discretionary awards received by each of Messrs. Bartling, Freedman and Tanner was approximately $3.1 million, $1.8 million and $0.7 million, respectively. Following the IPO, we converted all of these cash awards with awards of time-vesting restricted stock units issued under our Omnibus Incentive Plan. The number of shares received in this conversion was determined in a manner intended to replicate the respective economic value associated with the award under the supplemental bonus plan based on the valuation derived from the IPO price, and the number of restricted stock units issued in respect of each award was equal to the award amount divided by $20.00, the per share price of our common stock sold to the public in the IPO. As to Mr. Bartling, all of his non-discretionary award and a portion of his discretionary award vest in three equal annual installments, with the first tranche vested on the completion of the IPO and the remaining amount scheduled to vest on the first and second anniversaries thereafter, and the balance of his discretionary award vested 80% upon the completion of the IPO and the remaining 20% is scheduled to vest upon the occurrence of an exit event, dissolution or qualifying termination (each as defined in the award agreement). As to Mr. Freedman, all of his non-discretionary and discretionary awards vested 80% upon the completion of the IPO, and the remaining 20% is scheduled to vest upon the occurrence of an exit event, dissolution or qualifying termination (each as defined in the award agreement). As to Mr. Tanner, all of his non-discretionary and discretionary awards vest in three equal annual installments, with the first tranche vested on the completion of the IPO and the remaining amount scheduled to vest on the first and second anniversaries thereafter. Vesting is, in each case, subject to the executive’s continued employment through the applicable vesting date.

The following table sets forth the number and value of shares of vested and unvested restricted stock units Messrs. Bartling, Freedman and Tanner received in respect of their discretionary and non-discretionary awards granted in the supplemental bonus plan based on the foregoing described vesting.

		Vested RSUs Received in Exchange for Awards in the Supplemental Bonus Plan						Unvested RSUs Received in Exchange for Awards in the Supplemental Bonus Plan
Name		(#)		($)				(#)		($)
John B. Bartling Jr.		282,770		$	5,655,400			421,266		$	8,425,320
Ernest M. Freedman		210,344		$	4,206,880			52,584		$	1,051,680
Dallas B. Tanner		33,776		$	675,520			67,548		$	1,350,960

Director Compensation

Prior to the IPO, the members of the boards of directors of each of IH1, the IH2 Promote Partnerships, IH3, IH4, IH5 and IH6 consisted of Messrs. Bartling, Blair, Nicholas Gould, Peter Gould, Gray, Peterson, Rhea, Roth, Schreiber, Stein and Tanner. Following the IPO, these persons (other than Messrs. Peter Gould, Peterson and Tanner) continue to serve on Invitation Homes Inc.’s board of directors. Messrs. Peter Gould, Peterson and Tanner have stepped down, and Ms. Sears and Messrs. Caplan and Harper filled these vacancies.

The following table provides summary information regarding compensation paid to or accrued by our non-employee directors for services rendered to us during fiscal 2016. Our employee directors and Sponsor-affiliated directors receive no additional compensation for serving as a director. The compensation paid to Mr. Bartling as President and Chief Executive Officer and to Mr. Tanner as Executive Vice President and Chief Investment Officer is presented in the Summary Compensation Table and the related tables and narrative.

Director Compensation Table for Fiscal 2016

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)(1)(2)				All Other Compensation ($)(3)				Total ($)
Nicholas C. Gould		$	250,000			$	1,074,456			$	79,773			$	1,404,229
Peter E. Gould		$	250,000			$	1,074,456			$	65,564			$	1,390,020
Bryce Blair		$	500,000			$	259,835			$	55,318			$	815,153
John B. Rhea		$	125,000			—				—				$	125,000
John G. Schreiber		$	125,000			—				—				$	125,000
Jonathan D. Gray		—				—				—				—
Devin Peterson		—				—				—				—
David Roth		—				—				—				—
William J. Stein		—				—				—				—

(1)

Amount represents the aggregate grant date fair value of Incentive Units in IH5 granted to Messrs. Nicholas and Peter Gould and Blair during fiscal 2016 calculated in accordance with FASB ASC Topic 505 and measured as of the initial grant date and using the assumptions discussed in Note 10 to the combined and consolidated financial statements included in this Annual Report on Form 10-K. The grant date fair value of the exit-vesting portion of these Incentive Units was computed based upon the probable outcome of the performance conditions as of the grant date. Achievement of the performance conditions for these Incentive Units was not deemed probable on the grant date and, accordingly, no value is included in the table for this portion of the awards pursuant to the SEC’s disclosure rules. Assuming achievement of the performance conditions was probable, the grant date fair value of the exit-vesting Incentive Units would have been: $358,152 for Mr. Nicholas Gould; $358,152 for Mr. Peter Gould; and $64,959 for Mr. Blair.

(2)	As of December 31, 2016, Messrs. Nicholas and Peter Gould and Blair held 3,760, 3,760 and 482 unvested Incentive Units, respectively.

(3)

Amount reported for Nicholas Gould represents the Company-paid medical and dental premiums (both the employer and the participant portion of the premiums) for Mr. Gould and his family, a Company-paid airline travel card, Company-reimbursed personal travel expenses, Company-reimbursed cellphone service for Mr. Gould, his assistants and a family member, Company-reimbursed costs incurred by Mr. Gould for his personal attorney and Company-reimbursed costs for Mr. Gould’s personal electronic devices and media subscriptions. Amount reported for Peter Gould represents Company-reimbursed personal travel expenses, Company-reimbursed cellphone service for Mr. Gould, Company-paid medical and dental premiums (both the employer and the participant portion of the premiums) for Mr. Gould and his family, employer- reimbursed costs incurred by Mr. Gould for his personal attorney and Company-reimbursed costs for Mr. Gould’s media subscriptions. Amount reported for Mr. Blair represents the Company-reimbursed costs for Mr. Blair’s administrative assistant and Company-paid medical and dental premiums (the employer portion of the premiums) for Mr. Blair and his family.

Narrative to Director Compensation Table

This section contains a description of the material terms of our compensation arrangements in effect during 2016 for Messrs. Nicholas and Peter Gould, Blair, Rhea and Schreiber. As Messrs. Gray, Peterson, Roth and Stein are affiliates of Blackstone, they did not receive any compensation from us for their services on our board of directors during 2016. Each of our directors is entitled to reimbursement of reasonable out-of-pocket expenses (including travel) incurred in connection with such director’s service on the board.

Messrs. Nicholas and Peter Gould. In 2016, each of Messrs. Nicholas and Peter Gould received an annual cash retainer of $250,000 paid in quarterly installments. In addition, Messrs. Nicholas and Peter Gould received benefits as described in footnote 3 to the Director Compensation Table for Fiscal 2016. Each also received Incentive Units in each of the Promote Partnerships and contributed cash to the Promote Partnerships to offset non-U.S. tax obligations incurred with the grant of such Incentive Units. Of the Incentive Units granted to each of Messrs. Nicholas and Peter Gould, 75% were time-vesting and were scheduled to vest in equal annual installments on each of the first three anniversaries of a specified vesting reference date, subject to such person’s continued availability to perform his duties through the applicable vesting date. The remaining 25% were exit-vesting incentive units. Upon an exit event, all of such person’s time-vesting and exit-vesting Incentive Units were scheduled to vest. Additionally, if Messrs. Nicholas or Peter Gould’s service ceased prior to the third anniversary of the applicable vesting reference date due to his death or “disability” (as defined in the agreement governing such Incentive Units), 25% of his Incentive Units in IH1 were scheduled to vest, and his Incentive Units in the IH2 Promote Partnerships, IH3, IH4 and IH5 were scheduled to vest in an amount equal to (x) 25% of the Incentive Units plus (y) a prorated portion of 25% of the Incentive Units. Each of Messrs. Nicholas and Peter Gould is subject to restrictive covenants, including an indefinite confidentiality covenant and covenants regarding non-competition and non-solicitation of employees and current or prospective clients or customers, in each case, at all times during his service and prior to an exit event. In addition to the Incentive Units granted to Messrs. Nicholas and Peter Gould, each also purchased, through an entity they own, Class A units in the Promote Partnerships for cash and at fair value. This equity had economic characteristics similar to those of shares of common stock in a corporation and had no vesting schedule.

Mr. Blair. Mr. Blair serves as the Executive Chairman of our board of directors and, in 2016, was entitled to receive an annual cash retainer of $500,000 payable in quarterly installments prorated for any partial service during any quarter. In 2016, Mr. Blair received benefits as described in footnote 3 to the Director Compensation Table for Fiscal 2016. Mr. Blair was also granted Incentive Units in each of the Promote Partnerships, 75% of which were time-vesting and were scheduled to vest in equal annual installments on each of the first three anniversaries of a specified vesting reference date (except as to the Incentive Units in IH5, 80% of which were time-vesting and were scheduled to vest in equal annual installments on each of the first four anniversaries of a specified vesting reference date), subject to Mr. Blair’s continued service through the applicable vesting date. The remaining 25% of Mr. Blair’s Incentive Units in IH1, the IH2 Promote Partnerships, IH3 and IH4 were exit-vesting and were scheduled to vest upon the occurrence of an exit event, and the remaining 20% of Mr. Blair’s Incentive Units in IH5 were exit-vesting and were scheduled to vest, together with any then-unvested time-vesting Incentive Units in IH5, upon an exit event. If Mr. Blair’s service ceased due a termination without “cause” or a “constructive termination” (each as defined in the agreement governing such Incentive Units and each a “qualifying termination”), 25% of his Incentive Units in IH1 would have vested, 50% of his Incentive Units in the IH2 Promote Partnerships, IH3 and IH4

would have vested, and any then-unvested Incentive Units in IH5 would have been forfeited. If Mr. Blair were to experience a qualifying termination after an exit event, all of his Incentive Units in IH1, the IH2 Promote Partnerships, IH3 and IH4 would have vested, and any then-unvested Incentive Units in IH5 would have been forfeited. If Mr. Blair’s service ceased prior to the third anniversary of the applicable vesting reference date due to his death or “disability” (as defined in the agreement governing such Incentive Units), a prorated portion of 25% of the Incentive Units in IH1, the IH2 Promote Partnerships, IH3 and IH4 would have vested, and any then- unvested Incentive Units in IH5 would have been forfeited. Mr. Blair is subject to restrictive covenants, including an indefinite confidentiality covenant and covenants regarding non-competition and non-solicitation of employees and current or prospective clients or customers, in each case, at all times during his directorship and for 12 months after such service ends.

Messrs. Rhea and Schreiber. In 2016, Messrs. Rhea and Schreiber were each entitled to receive an annual cash retainer of $125,000 payable in quarterly installments for serving on our board of directors, prorated for any partial service during any quarter.

In connection with the grant of Incentive Units in IH6 and the grant of the IH6 Bonus Awards described above under “Executive Compensation—Narrative to Summary Compensation Table—Long-Term Incentive Awards,” we granted Incentive Units in IH6 to Messrs. Nicholas Gould and Blair. These Incentive Units were subject to the same vesting and other terms as the Incentive Units in IH5 held by such individual and were based on a vesting reference date set forth in the agreement governing such Incentive Units in IH6. Messrs. Nicholas Gould and Blair were awarded 1,250 and 500 Incentive Units in IH6, respectively, and such Incentive Units were scheduled to vest based on a September 1, 2015 vesting reference date. The IH6 Bonus Award for each of Messrs. Nicholas Gould and Blair were in an amount equal to $500 multiplied by the number of Incentive Units in IH6 granted to such director (which is $625,000 and $250,000, respectively) and were subject to vesting and settlement on the same terms as the IH6 Bonus Awards granted to members of management and described above under “Executive Compensation—Narrative to Summary Compensation Table—Long-Term Incentive Awards,” however, Mr. Gould is entitled to receive his Bonus Award whether or not he continues to provide service to the Company through the applicable vesting date.

The following table sets forth the number and value of vested restricted stock units Messrs. Nicholas Gould and Blair received in respect of their IH6 Bonus Awards.

		Vested RSUs Received in Respect of IH6 Bonus Awards
Name		(#)		($)
Nicholas C. Gould		31,250		$	625,000
Bryce Blair		12,500		$	250,000

Actions Taken in Connection with the IPO

In connection with the IPO, all of Mr. Blair’s Incentive Units were converted into shares of our common stock. Similar to our executives, the shares delivered in the conversion are subject to the same vesting and other terms applicable to the corresponding Incentive Units converted. Accordingly, shares received in respect of vested Incentive Units are shares of vested common stock, and shares received in respect of unvested time-vesting and exit-vesting Incentive Units are shares of unvested time-vesting and exit-vesting restricted stock. The following table sets forth the number and value of shares of vested common stock and shares of unvested restricted stock that Mr. Blair received in exchange for all of his Incentive Units in the Promote Partnerships (including IH6).

		Vested Common Stock Received in Exchange for Vested Incentive Units						Unvested Restricted Stock Received in Exchange for Unvested Incentive Units
Name		(#)		($)				(#)		($)
Bryce Blair		518		$	10,360			517		$	10,340

Messrs. Nicholas and Peter Gould received in respect of their Incentive Units (including those in IH6) similar limited partner interests in partnerships that hold shares of our common stock, and such limited partner interests are fully vested.

Holders of Class A units in the Promote Partnerships (other than Blackstone), including Messrs. Nicholas and Peter Gould, received shares of our common stock upon conversion of such units.

Supplemental Bonus Plan

Mr. Blair participated in the supplemental bonus plan described above under “Executive Compensation—Actions Taken in Connection with the Offering” and received a non-discretionary award based on a sharing percentage in the bonus pool. Mr. Blair was also granted a discretionary award. Similar to that for our NEOs, we converted Mr. Blair’s cash payable awards with time-vesting restricted stock units issued under our Omnibus Incentive Plan. The number of shares received in this conversion was determined in a manner intended to replicate the respective economic value associated with his award under the supplemental bonus plan based on the valuation derived from the IPO price, and the number of restricted stock units issued in respect of his award was equal to the award amount divided by $20.00, the per share price of our common stock sold to the public in the IPO. All of Mr. Blair’s non-discretionary and discretionary awards vest in three equal annual installments with the first tranche vested on the completion of the IPO and the remaining amount scheduled to vest on the first and second anniversaries thereafter, subject to Mr. Blair’s continued service through the applicable vesting date.

The number of restricted stock units initially granted to Mr. Blair in January 2017 under the supplemental bonus plan was calculated erroneously and resulted in 9,119 fewer restricted stock units granted than intended by the board of directors. As a result, in March 2017, the board of directors granted to Mr. Blair such 9,119 additional restricted stock units in full satisfaction of his award under the supplemental bonus plan, which restricted stock units have the same vesting and other terms as his initial grant.

The following table sets forth the number and value of shares of vested and unvested restricted stock units Mr. Blair received in respect of his discretionary and non-discretionary award granted in the supplemental bonus plan based on the foregoing described vesting.

		Vested RSUs Received in Exchange for Awards in the Supplemental Bonus Plan						Unvested RSUs Received in Exchange for Awards in the Supplemental Bonus Plan
Name		(#)		($)				(#)		($)
Bryce Blair		89,664		$	1,793,280			179,321		$	3,568,425

IPO Equity Awards

Upon the consummation of the IPO, we granted to each of Ms. Sears and Mr. Rhea a special equity award of 6,000 and 12,000 restricted stock units, respectively, under our Omnibus Incentive Plan, respectively. These awards are scheduled to vest in full on the date scheduled for the Company’s 2018 annual stockholders meeting, subject to the director’s continued service on our board of directors through such date.

We also granted to each non-employee director (other than directors affiliated with Blackstone) an equity-based award of 7,500 restricted stock units (21,875 restricted stock units in the case of the Executive Chairman). These awards are scheduled to vest in full on the date scheduled for the Company’s 2018 annual stockholders meeting. These awards are intended to represent the directors’ annual equity award described below under “—Non-Employee Director Compensation Following the IPO” for the period from the consummation of the IPO to the Company’s 2018 annual meeting of stockholders. These awards have been granted under our Omnibus Incentive Plan, are in the form of restricted stock units and vest subject to the director’s continued service through the vesting date (or on a prorated basis if a change in control occurs prior to the vesting date).

Non-Employee Director Compensation Following the IPO

Following the IPO, neither our employees nor those affiliated with Blackstone who serve on our board of directors or committees thereof receive separate compensation for such service. However, each eligible non-employee director is entitled to receive annual compensation as follows:

•	a cash retainer of $60,000 ($350,000 in the case of the Executive Chairman);

•	an additional cash retainer of $20,000 for those serving as the chairperson of the audit committee, compensation committee, nominating and corporate governance committee and investment and finance committee; and

•	an equity award of $120,000 ($350,000 in the case of the Executive Chairman) in the form of restricted stock units, which will generally vest in full on the date of our next annual meeting of stockholders following the grant date and will be in respect of a number of shares equal to the award amount divided by the closing price of our common stock on the grant date.

In addition to the foregoing, Mr. Blair continues to receive an annual stipend in connection with the cost of his administrative assistant but no longer participates in the Company’s medical and dental programs Mr. Nicholas Gould no longer receives the additional benefits he received prior to the IPO.

All of our directors are reimbursed for reasonable travel and related expenses associated with attendance at our board or committee meetings.

Compensation Committee Interlocks and Insider Participation

During fiscal 2016, our compensation committee was composed of Messrs. Blair, Nicholas Gould, Rhea, Roth and Stein. Mr. Nicholas Gould was formerly an officer of the Company, and Messrs. Roth and Stein are affiliates of Blackstone.

Related person transactions pursuant to Item 404(a) of Regulation S-K involving those who served on our compensation committee during 2016, and transactions involving Blackstone in which we participate are described in Part III. Item 13. “Certain Relationships and Related Transactions, and Director Independence” of this Annual Report on Form 10-K.

During fiscal 2016, none of our executive officers served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity whose executive officers served on our compensation committee or board of directors.