DEF 14A of Bluerock Homes Trust, Inc., Apr 15, 2025

DEF 14A of Bluerock Homes Trust, Inc.

Filed Apr 15, 20250001104659-25-035097

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS At the Annual Meeting, stockholders will vote on the election of all five members of our board of directors. Our charter and bylaws provide that the number of our directors may be established by a majority of the entire board of directors but may not be fewer than the minimum number required by the Maryland General Corporation Law. Our bylaws further provide that the number of our directors may not be more than fifteen (15). We currently have the following five (5) directors, including four independent directors: R. Ramin Kamfar, Elizabeth Harrison, Kamal Jafarnia, I. Bobby Majumder and Romano Tio. The term of each such incumbent director expires at the Annual Meeting and when his or her respective successor is duly elected and qualifies. Effective March 10, 2025, upon the recommendation of the nominating and corporate governance committee (which is comprised solely of independent directors), our board of directors nominated incumbent directors R. Ramin Kamfar, Elizabeth Harrison, Kamal Jafarnia, I. Bobby Majumder and Romano Tio to stand for re-election for the five director positions at the Annual Meeting, with each to hold office until our annual meeting of stockholders in 2026 and until his or her respective successor is duly elected and qualifies. Each of the five nominees has consented to serve until the 2026 annual meeting of stockholders and has consented to be named in this proxy statement. If for any reason any of the nominees becomes unavailable for election, our board of directors may designate a substitute nominee. In such case, the persons named as proxies in the accompanying proxy card will vote for the substitute nominee designated by our board of directors. Alternatively, our board of directors may reduce the size of the board of directors, or leave the position vacant.

  2. Nominees for Election — Directors’ Backgrounds and Qualifications

    Nominees for Election — Directors’ Backgrounds and Qualifications We have provided below certain information about each nominee for election as a director.

  3. Nominees for Election — Directors’ Backgrounds and Qualifications

    | Name | Age* | Position | Year First Became a Director | | R. Ramin Kamfar | 61 | Chairman of the Board, Chief Executive Officer | 2022 | | I. Bobby Majumder | 56 | Lead Independent Director | 2022 | | Elizabeth Harrison | 60 | Independent Director | 2022 | | Kamal Jafarnia | 58 | Independent Director | 2022 | | Romano Tio | 65 | Independent Director | 2022 |

  4. Nominees for Election — Directors’ Backgrounds and Qualifications

    * As of April 1, 2025. R. Ramin Kamfar has served as a member of our board of directors, including as Chairman of the Board, since October 2022. Mr. Kamfar serves as Chief Executive Officer of our Manager, and as the Chairman of our board of directors and as our Chief Executive Officer. Mr. Kamfar served as Chairman of the board of directors and Chief Executive Officer of Bluerock Residential Growth REIT, Inc. from August 2008 to October 2022. In addition, Mr. Kamfar has served as Chairman of the board of trustees of Bluerock Total Income +Real Estate Fund, a closed-end interval fund organized by Bluerock, since 2012, and as Chairman of the board of trustees of Bluerock High Income Institutional Credit Fund, a closed-end interval fund organized by Bluerock, since 2022. Mr. Kamfar has also served as Chairman of the board of directors of Bluerock Industrial Growth REIT, Inc. and Chief Executive Officer of its external manager, Bluerock Industrial Manager, LLC, since 2021. Mr. Kamfar is the Founder and has also served as the Chairman and Chief Executive Officer of Bluerock since 2002. Mr. Kamfar has approximately 30 years of experience in various aspects of real estate, private equity, and investment banking. From 1988 to 1993, Mr. Kamfar worked as an investment banker at Lehman Brothers, New York, New York, where he specialized in mergers and acquisitions and corporate finance. From 1993 to 2002, Mr. Kamfar built a startup into a leading public company in the “fast casual” market now known as Einstein Noah Restaurant Group, Inc. Mr. Kamfar received an M.B.A. degree with distinction in Finance from The Wharton School of the University of Pennsylvania, and a B.S. degree with distinction in Finance from the University of Maryland, College Park. Mr. Kamfar’s knowledge of the Company based on his years of service, as well as the experience noted above, led the nominating and corporate governance committee to conclude Mr. Kamfar should continue to serve as a member of our board of directors. I. Bobby Majumder, NACD.DC, has served as an independent member of our board of directors since October 2022. In addition, Mr. Majumder served as an independent member of the board of directors of Bluerock Residential Growth REIT, Inc. from January 2009 to October 2022. Mr. Majumder is a partner at the law firm of Frost Brown Todd. Mr. Majumder specializes in corporate and securities transactions with an emphasis on the representation of underwriters, placement agents and issuers in both public and private offerings, private investment in public equity (PIPE) transactions and venture capital and private equity funds. Prior to Frost Brown Todd, Mr. Majumder was a partner at the law firm of Reed Smith from May 2019 to September 2021, where he served as the Managing Partner of the firm’s Dallas office and firmwide Co-Chair of the firm’s India practice. Prior to Reed Smith, Mr. Majumder was a partner at the law firm of Perkins Coie from March 2013 to May 2019. Prior to Perkins Coie, Mr. Majumder was a partner in the law firm of K&L Gates LLP from May 2005 to March 2013. From January 2000 to April 2005, Mr. Majumder was a partner at the firm of Gardere Wynne Sewell LLP. Through his law practice, Mr. Majumder has gained significant experience relating to the acquisition of a number of types of real property assets including raw land, improved real estate and oil and gas interests. Mr. Majumder also has served as an independent Trustee on the Board of Trustees of Bluerock Total Income + Real Estate Fund since 2012 and as an independent Trustee on the Board of Trustees of Bluerock High Income Institutional Credit Fund since 2022. Since April 2025, Mr. Majumder has also served on the Board of Directors of Fatpipe, Inc. (Nasdaq: FATN). He is an active member of the Park Cities Rotary Club, a charter member of the Dallas Chapter of The Indus Entrepreneurs and an Associate Board member of the Cox School of Business at Southern Methodist University. Mr. Majumder is NACD Directorship Certified®. Mr. Majumder received a J.D. degree in 1993 from Washington and Lee University School of Law and a B.A. degree in 1990 from Trinity University. Mr. Majumder’s experience as a partner at Frost Brown Todd and his legal education, as well as the experience noted above, led the nominating and corporate governance committee to conclude Mr. Majumder should continue to serve as a member of our board of directors. Elizabeth Harrison has served as an independent member of our board of directors since October 2022. In addition, Ms. Harrison served as an independent member of the board of directors of Bluerock Residential Growth REIT, Inc. from July 2018 to October 2022. Ms. Harrison has over 23 years of branding and marketing experience. Ms. Harrison serves as the CEO and Principal of H&S Communications (“H&S”), a full-service marketing, branding and public relations agency with offices in New York, Miami and Los Angeles, which she co-founded in 1995. Having organized the sale of H&S to Omnicom Group (NYSE: OMC), a leading global marketing and corporate communications company, in 2003, where she continued to serve as CEO, Ms. Harrison reacquired H&S from Omnicom Group in 2020. As CEO of H&S, Ms. Harrison is responsible for the company’s operations and strategic development, while overseeing communications, partnerships and marketing for clients that include real estate developers, luxury hotel properties and travel technology companies on a global level. In 2011, H&S became the complementary sister-agency of Ketchum, a leading global communications consultancy. Ms. Harrison is the co-author of several books and is frequently invited to share her luxury branding expertise at high-profile conferences and summits, most recently including Harvard’s 5th Annual CEO Roundtable: Building Leading Brands and Driving Growth. Ms. Harrison has also served as a panelist for Step Up Women’s Network’s “View from the Top” seminar. Ms. Harrison has served on the boards of Love Heals and the Alison Gertz Foundation for AIDS Education, and also works closely with the Ars Nova Theater Group. Ms. Harrison received a B.A. degree in 1986 from Sarah Lawrence College. Ms. Harrison’s extensive leadership and entrepreneurial experience, background in luxury branding and marketing, and additional experience noted above led the nominating and corporate governance committee to conclude Ms. Harrison should continue to serve as a member of our board of directors. Kamal Jafarnia has served as an independent member of our board of directors since October 2022. Additionally, Mr. Jafarnia served as an independent member of the board of directors of Bluerock Residential Growth REIT, Inc. from June 2019 to October 2022.

  5. Nominees for Election — Directors’ Backgrounds and Qualifications

    Mr. Jafarnia currently serves as Chief Legal Officer and Secretary of Vise Technologies, Inc. (“Vise”). Prior to Vise, Mr. Jafarnia worked as General Counsel, Executive Vice President and Secretary of Opto Investments, Inc. (formerly named Lonsdale Digital Management, Inc.), and currently serves as a member of its external advisory board. Previously, Mr. Jafarnia served as General Counsel and Chief Compliance Officer at Artivest Holdings, Inc., which position he held from October 2018 until February 2021, and as Chief Compliance Officer of Altegris Advisors LLC, which was the advisor to the Altegris KKR Commitments Fund. Prior to Artivest, Mr. Jafarnia served as Managing Director for Legal and Business Development at Provasi Capital Partners LP. Prior to that, from October 2014 to December 2017, he served as Senior Vice President of W.P. Carey Inc. (NYSE: WPC), as well as Senior Vice President and Chief Compliance Officer of Carey Credit Advisors, Inc. and as Chief Compliance Officer and General Counsel of Carey Financial, LLC. Prior to joining W. P. Carey Inc., Mr. Jafarnia served as Counsel to two American Lawyer Global 100 law firms in New York. From March 2014 to October 2014, Mr. Jafarnia served as Counsel in the REIT practice group at the law firm of Greenberg Traurig, LLP. From August 2012 to March 2014, Mr. Jafarnia served as Counsel in the Financial Services & Products Group and was a member of the REIT practice group of Alston & Bird, LLP. Between 2006 and 2012, Mr. Jafarnia served as a senior executive, in-house counsel, and Chief Compliance Officer for several alternative investment program sponsors, including, among others, American Realty Capital, a real estate investment program sponsor, and its affiliated broker-dealer, Realty Capital Securities, LLC. In addition, Mr. Jafarnia has served as a non-executive independent member of the board of directors of Ashford Hospitality Trust, Inc. (NYSE: AHT) since January 2013. Mr. Jafarnia also has served as an independent Trustee on the Board of Trustees of Bluerock Total Income + Real Estate Fund since 2021 and as an independent Trustee on the Board of Trustees of Bluerock High Income Institutional Credit Fund since 2022. Mr. Jafarnia received an L.L.M. in Securities and Financial Regulation in 2011 from Georgetown University Law Center, a J.D. degree in 1992 from Temple University and a B.A. degree in economics and government in 1988 from the University of Texas at Austin. Mr. Jafarnia’s legal background and public company experience, as well as the additional experience described above, led the nominating and corporate governance committee to conclude Mr. Jafarnia should continue to serve as a member of our board of directors. Romano Tio has served as an independent member of our board of directors since October 2022. Additionally, Mr. Tio served as an independent member of the board of directors of Bluerock Residential Growth REIT, Inc. from January 2009 to October 2022. Mr. Tio served as Senior Managing Director of Greystone, a commercial real estate finance and investment firm, from March 2021 to March 2023. From June 2017 to March 2021, Mr. Tio served as Senior Managing Director at Ackman- Ziff, an institutional real estate capital advisory firm. From May 2009 to June 2017, Mr. Tio served as Managing Director of RM Capital Management LLC, a boutique real estate investment and advisory firm. From January 2008 to May 2009, Mr. Tio served as a Managing Director and co-head of the commercial real estate efforts of HCP Real Estate Investors, LLC, an affiliate of Harbinger Capital Partners Funds, a $10+ billion private investment firm specializing in event/distressed strategies. From August 2003 until December 2007, Mr. Tio was a Managing Director at Carlton Group Ltd., a boutique real estate investment banking firm where he was involved in over $2.5 billion worth of commercial real estate transactions. Earlier in his career, Mr. Tio was involved in real estate sales and brokerage for 25 years. Mr. Tio also has served as an independent Trustee of the Board of Trustees of Bluerock Total Income + Real Estate Fund since 2012 and as an independent Trustee on the Board of Trustees of Bluerock High Income Institutional Credit Fund since 2022. Mr. Tio received a B.S. degree in biochemistry in 1982 from Hofstra University. Mr. Tio’s knowledge of the real estate industry, as well as the experience noted above, led the nominating and corporate governance committee to conclude Mr. Tio should continue to serve as a member of our board of directors. The appointed proxies will vote your shares of Common Stock as you instruct, unless you submit your proxy without instructions. In this case, they will vote FOR all of the director nominees listed above. If any nominee becomes unable or unwilling to stand for re-election, the board may reduce its size or designate a substitute. If a substitute is designated, proxies voting on the original nominee will be cast for the substituted nominee. Under our bylaws, the affirmative vote of a plurality of all votes cast at a meeting at which a quorum is present is required for the election of directors. This means that the director nominees with the most votes are elected, up to the number of directors to be elected. Because the number of director nominees does not exceed the number of board seats, a director nominee need only receive a single “for” vote to be elected. “Withhold” votes and broker non-votes will have no effect on the outcome of the election, but they will count toward the establishment of a quorum. If an incumbent director nominee fails to receive the required number of votes for reelection, then under Maryland law, he or she will continue to serve as a “holdover” director until his or her successor is duly elected and qualifies. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL FIVE NOMINEES LISTED FOR ELECTION AS DIRECTORS.

  6. Compensation of Directors

    Compensation of Directors Each of our independent directors is entitled to annual cash and equity retainers of $50,000 and $75,000, respectively. In addition, the lead independent director, the audit committee chairman, the compensation committee chairman, and the nominating and corporate governance chairman are entitled to annual retainers of $15,000, $15,000, $10,000, and $10,000, respectively. Each member of the audit committee, the compensation committee, and the nominating and corporate governance committee are further entitled to annual retainers of $7,500, $5,000, and $5,000, respectively. In addition, all directors receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. We have provided below certain information regarding compensation earned by and paid to our directors during fiscal year 2024 (amounts in thousands).

  7. Compensation of Directors

    | Name | Fees Paid in Cash in 2024 | LTIP Unit Awards(1) | Total | | Elizabeth Harrison | $55,000(2) | $75,000 | $130,000 | | Kamal Jafarnia | 62,500(3) | 75,000 | 137,500 | | I. Bobby Majumder | 95,000(4) | 75,000 | 170,000 | | Romano Tio | 72,500(5) | 75,000 | 147,500 | | R. Ramin Kamfar | — | — | — |

  8. Compensation of Directors

    Includes 5,185 LTIP Units granted under the 2022 Individuals Plan to each of Ms. Harrison, Mr. Jafarnia, Mr. Majumder and Mr. Tio in payment of the equity portion of their respective annual retainers for fiscal year 2024. The amounts reported for each non-employee director reflect the grant date fair value of the award based on the volume weighted average price of the Company’s Class A common stock on the NYSE American on the twenty (20) trading days prior to the grant date (i.e., $14.4671). (2) Includes (i) cash portion of annual retainer for fiscal year 2024 of $50,000 and (ii) compensation committee member retainer for fiscal year 2024 of $5,000. (3) Includes (i) cash portion of annual retainer for fiscal year 2024 of $50,000, (ii) audit committee member retainer for fiscal year 2024 of $7,500, and (iii) nominating and corporate governance committee member retainer for fiscal year 2024 of $5,000. (4) Includes (i) cash portion of annual retainer for fiscal year 2024 of $50,000, (ii) lead independent director retainer for fiscal year 2024 of $15,000, (iii) audit committee chairman retainer for fiscal year 2024 of $15,000, (iv) compensation committee member retainer for fiscal year 2024 of $5,000, and (v) nominating and corporate governance committee chairman retainer for fiscal year 2024 of $10,000. (5) Includes (i) cash portion of annual retainer for fiscal year 2024 of $50,000, (ii) audit committee member retainer for fiscal year 2024 of $7,500, (iii) compensation committee chairman retainer for fiscal year 2024 of $10,000, and (iv) nominating and corporate governance committee member retainer for fiscal year 2024 of $5,000.