Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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(b) and (c) On January 10, 2017, American Campus Communities, Inc. (the Company) announced that it is separating the
roles of President and Chief Executive Officer, with William C. Bayless, Jr. remaining as Chief Executive Officer and James C. Hopke, Jr. being promoted to the position of President. Mr. Hopke (age 55) served as Executive Vice President and
Chief Operating Officer from October 2014 to January 10, 2017, as Executive Vice President-Asset Management from November 2013 to October 2014, as Executive Vice President-Project Management and Construction from November 2007 to November 2013
and as Executive Vice President and Chief Investment Officer from May 2005 to November 2007. From November 2002 to April 2005, Mr. Hopke served as Vice President, Asset Management and Advisory Services for Wachovia Securities Real Estate
Capital Markets group. From February 2000 to November 2002, he served as Senior Vice President, Acquisitions of the Companys predecessor entities. Mr. Hopke was previously a Vice President of JPI Development and Insignia Financial Group,
and is a former MAI Member of The Appraisal Institute.
Effective as of January 10, 2017, Jennifer Beese has been promoted to the
position of Executive Vice President and Chief Operating Officer. Ms. Beese (age 43) served as Executive Vice President-Operations, Marketing and Leasing from November 2013 to January 10, 2017, and as Senior Vice President of Marketing and
Leasing Administration from November 2007 to November 2013. Ms. Beese joined the Company in November 1999, previously holding the position of Vice President of Leasing Administration. From 1994 to 1999, she held various property management
positions with JPI.
Effective as of January 10, 2017, Kim K. Voss has been promoted to the position of Executive Vice President and
Chief Accounting Officer. Ms. Voss (age 41), a Certified Public Accountant, has served as Executive Vice President and Controller since May 2015 and is responsible for the Companys accounting and financial reporting functions, including
SEC reporting, technical accounting, and Sarbanes Oxley compliance. She served as Senior Vice President and Controller from November 2007 to May 2015 and joined the Company in 2004 to help lead its accounting department through its initial public
offering and transition to a publicly traded company. Ms. Voss began her career as an auditor with Arthur Andersen LLP in San Francisco, where her client base consisted primarily of REITs and other real estate entities. Prior to joining the
Company, she served as an Assistant Controller with AMB Property Corporation (now Prologis).
Effective as of March 31, 2017,
Jonathan A. Graf will resign as the Companys Executive Vice President and Chief Financial Officer, and will retire from the Company effective as of
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June 30, 2017. The Company and Mr. Graf entered into a Separation Agreement and Mutual General Release, dated as of January 10, 2017 (the Separation Agreement). The
Separation Agreement provides, among other things, that (i) the Company will continue to pay Mr. Graf his base salary to which he is entitled under his current employment agreement through June 30, 2017 and will pay to Mr. Graf
$2,138,467 on June 30, 2017, (ii) Mr. Graf will retain all of the restricted stock awards, common units and other stock-based awards previously granted to him that have vested as of June 30, 2017 and all restricted stock awards
or other stock-based awards unvested as of June 30, 2017 will vest on such date, and (iii) the Confidentiality and Noncompetition Agreement between the Company and Mr. Graf will survive the termination of Mr. Grafs
employment with the Company. The foregoing provisions are consistent with those set forth in Mr. Grafs current employment agreement with respect to a termination without cause. The Separation Agreement is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Also effective as of March 31, 2017, Daniel B. Perry will be promoted to Executive Vice
President and Chief Financial Officer. Mr. Perry (age 43) has served as Executive Vice President-Capital Markets since May 2011, as Senior Vice President-Capital Markets from November 2007 to May 2011 and as Vice President of Investments from
February 2005 to November 2007. From 2002 to 2005, Mr. Perry held positions in the investment banking division of Citigroup Global Markets, where he assisted with the successful completion of the Companys initial public offering in 2004.
From 1996 to 2001, he worked in the corporate finance divisions of BNP Paribas and NationsBank.
On January 10, 2017, the Company
entered into amendments to the employment agreements with each of Mr. Bayless, Mr. Hopke, Ms. Beese, Ms. Voss and Mr. Perry to reflect the respective changes in the positions described above.