Board of Directors

The AvalonBay Board of Directors is committed to sound corporate governance practices.  The Board, consisting of eignt members, has six non-employee directors.  Directors observe a detailed ethics and conflict of interest policy.  The Board's Nominating and Corporate Governance Committee, Audit Committee and Compensation Committee consist solely of non-employee directors.  To further promote sound corporate governance practices and effective Board management, the non-employee directors designated Lance R. Primis to act as Lead Independent Director, effective January 1, 2003.  The Company's Directors are listed below:

Bryce Blair
Chairman and CEO
AvalonBay Communities, Inc.

Bruce A. Choate
CEO and President
Watson Land Company

Gilbert M. Meyer
Founder and President
Greenbriar Homes Communities, Inc.

Timothy J. Naughton
President
AvalonBay Communities, Inc.

Lance R. Primis
Managing Partner
Lance R. Primis & Partners, LLC

Peter S. Rummell
Chairman and CEO
The St. Joe Company

H. Jay Sarles
Private Investor

The Board has established the following permanent committees on which the following directors sit:

Audit Committee
Sarles (chair), Choate and Healy

Nominating and Corporate Governance Committee  
Primis (Chair) Choate, Healy

Compensation Committee
Rummell (chair), Sarles and Primis

Investment and Finance Committee
Choate (chair), Healy, Meyer, Naughton and Rummell

Mr. Primis' role as Lead Independent Director includes chairing meetings of the independent directors; helping to encourage and facilitate communications among the independent directors, the Chairman and management, as well as facilitating communications among committees of the Board; and acting as a contact person for those who wish to communicate with the independent directors.  Mr. Primis does not serve as a member of any of the permanent committees of the Board of Directors described above, although he attends and participates in committee meetings frequently.