DEF 14A of Independence Realty Trust, Inc.
Filed Mar 21, 2025 · FY20240001466085-25-000037
PROPOSAL 1. ELECTION OF DIRECTORS
PROPOSAL 1. ELECTION OF DIRECTORS
Directors
Directors Our business and affairs are managed under the direction of the Board. Our Board currently consists of ten directors. Nine of our current directors and one new proposed director have been nominated for election at the Annual Meeting, with each to serve for a term expiring at the next annual meeting of stockholders and until his or her successor is duly elected and qualified. One of our current directors, Thomas H. Purcell, is retiring effective upon the expiration of his term at the Annual Meeting in accordance with the mandatory retirement policy set forth in our Corporate Governance Guidelines. In selecting nominees, our Board and its Nominating Committee assess the independence, character and acumen of candidates and endeavor to establish areas of core competency of the Board, including industry knowledge and experience; management, accounting and finance expertise; and demonstrated business judgment, leadership and strategic vision. Our Board values diversity of backgrounds, experience, perspectives and leadership in different fields when identifying nominees. On February 29, 2024, we entered into a Cooperation Agreement (the “Cooperation Agreement”) with Argosy-Lionbridge Real Estate Securities, L.P. and certain other persons and entities identified therein. In accordance with the Cooperation Agreement, the Board increased the size of the Board from nine to 10 directors and appointed Craig Macnab to fill the newly created vacancy in 2024. Following the termination of the Standstill Period (as defined in the Cooperation Agreement), the Cooperation Agreement has terminated in accordance with its terms. The Board, upon the recommendation of the Nominating Committee, has nominated each of Scott F. Schaeffer, Stephen R. Bowie, Ned W. Brines, Richard D. Gebert, Melinda H. McClure, Ana Marie del Rio, DeForest B. Soaries, Jr., Lisa Washington, Craig Macnab and James J. Sebra for election at the Annual Meeting to serve for a term expiring at the 2026 annual meeting of stockholders and until his or her successor is duly elected and qualified. We believe that each of our director nominees has the specific qualifications, attributes, skills and experience necessary to serve as an effective director on our Board, as indicated directly below the biographical summaries of each of them. We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, then proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors. The Board unanimously recommends that stockholders vote “FOR” the election of each of the nominees named in this Proposal 1 to serve as a director for a term expiring at the 2026 annual meeting of stockholders and until his or her successor is duly elected and qualified.
Directors
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Board Expertise
Board Expertise The Board believes that experience or expertise in the following areas is particularly relevant to IRT’s business model and should be possessed by one or more members of the Board. These factors, along with others, were considered in selecting the nominees for election. Collectively, our nominees standing for election possess the following skills and expertise:
Board Expertise
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Board Composition
Board Composition The Board believes that diversity of backgrounds, experience, perspectives and leadership in different fields, along with ongoing board refreshment, is important to ensure the broadest range of ideas and perspectives are contributed to Board discussions and to represent our associates, residents and investors. Set forth below is a snapshot of the composition of our Board immediately following the Annual Meeting if the ten individuals nominated for election at the Annual Meeting are elected.
Board Composition
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Director Biographies
Director Biographies Set forth below are biographical summaries of the individuals nominated for election at the Annual Meeting.
Director Biographies
| SCOTT F. SCHAEFFER | | | Chairman of the Board and Chief Executive Officer Director since: January 2011 Age: 62 | Mr. Schaeffer has served as the Chairman of our Board since January 2011, as our Chief Executive Officer since February 2013 and as our president from May 1, 2023 to September 3, 2024, a position which he previously held from February 2013 to August 2014. He served as the chief executive officer of RAIT Financial Trust, or RAIT, a real estate investment trust, from February 2009 to December 2016 and as its chair from December 2010 to October 2016. Prior to his position as the chief executive officer of RAIT, Mr. Schaeffer held various other executive positions at RAIT from September 2000. Mr. Schaeffer resigned from RAIT when we completed transactions to internalize our management and separate from RAIT in December 2016, which we refer to as our management internalization. Mr. Schaeffer served as the vice chair of the board of directors of Resource America, Inc. (NASDAQ: REXI), a specialty finance company, from 1998 to 2000, and as a director until October 2002. In addition to his roles on the board of directors, Mr. Schaeffer served in several senior management positions at Resource America from 1995 to 1998. Mr. Schaeffer also served as president of Resource Properties, Inc., a wholly owned real estate subsidiary of Resource America, from 1992 to 2000. Mr. Schaeffer holds a Bachelor of Science in Commerce from Rider University in Lawrenceville, New Jersey. | | Key Attributes, Experiences and Skills: Mr. Schaeffer was selected to serve on our Board primarily because of his extensive experience as a chief executive officer of a public REIT and his lengthy career in real estate. Mr. Schaeffer’s position as our Chief Executive Officer, with his detailed knowledge of our business, and his ability to drive and oversee our business strategy, coupled with his communications skills and ability to foster diverse perspectives, make him a highly effective executive Chairman. | | | STEPHEN R. BOWIE | | | Independent Director Committees: Investment (Chair), Nominating Director since: December 2021 Age: 74 | Stephen R. Bowie has served as one of our independent directors since the consummation of the merger (the "Merger") with Steadfast Apartment REIT, Inc. ("STAR") in December 2021. Mr. Bowie also served as an independent director of STAR from March 2020 to December 2021 and STAR III from January 2016 to March 2020. Mr. Bowie currently is a partner with Pacific Development Group, a position he has held since 1987, specializing in the development and management of neighborhood and community shopping centers throughout California, with a primary responsibility in the development of new projects. From 1979 to 1987, Mr. Bowie served as president of Bowie Development Company, Inc., a California corporation. Mr. Bowie earned a Bachelor of Science degree in business administration from the University of Southern California. Mr. Bowie is a licensed real estate broker in California, serves on multiple boards, including the Northrise University Initiative 501(c)(3), the Northrise University Board of Trustees, and Northrise University Board of Regents. | | Key Attributes, Experiences and Skills: Mr. Bowie was selected to serve on our Board primarily because of his extensive experience in the real estate industry. | |
Director Biographies
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Director Biographies
| NED W. BRINES | | | Independent Director Committees: Audit, Compensation (Chair), Investment Director since: December 2021 Age: 63 | Ned W. Brines has served as one of our independent directors since the consummation of the Merger in December 2021. Mr. Brines also served as an independent director of STAR from March 2020 to December 2021, an independent director of SIR from October 2012 to March 2020, an independent director of STAR III from January 2016 to March 2020 and served as an independent trustee of Stira Alcentra Global Credit Fund from March 2017 to May 2019. Mr. Brines is presently the Chief of Investment Strategy for Arnel & Affiliates where he oversees the management of the assets of a private family with significant and diversified holdings. From 2012 to 2016, Mr. Brines served as the Chief Investment Officer for the Citizen Trust Wealth Management and Trust division of Citizens Business Bank, where he was responsible for the investment management discipline, process, products and related services. In addition, in September 2008 Mr. Brines founded Montelena Asset Management, a California based registered investment adviser firm. From June 2010 to July 2012, Mr. Brines served as a portfolio manager for Andell Holdings, a private family office with significant and diversified holdings. From May 2001 to September 2008, Mr. Brines served as a Senior Vice President and senior portfolio manager with Provident Investment Counsel in Pasadena, managing its Small Cap Growth Fund with $1.6 billion in assets under management. Mr. Brines was with Roger Engemann & Associate in Pasadena from September 1994 to March 2001 where he served as both an analyst and portfolio manager for their mid cap mutual fund and large cap Private Client business as the firm grew from $3 billion to over $19 billion in assets under management. Mr. Brines earned a Master of Business Administration degree from the University of Southern California and a Bachelor of Science degree from San Diego State University. Mr. Brines also holds the Chartered Financial Analyst designation and is a member of the Global Capital Market Allocation Committee for the Milken Institute. Mr. Brines is involved in various community activities, including serving on the investment committee of City of Hope. | | Key Attributes, Experiences and Skills: Mr. Brines was selected to serve on our Board primarily because of his extensive experience in investment management. | |
Director Biographies
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Director Biographies
| RICHARD D. GEBERT | | | Independent Director Committees: Audit (Chair), Compensation Director since: October 2017 Age: 67 | Mr. Gebert has served as one of our independent directors since October 2017. He has served as a board and audit committee member of The Association of Corporate Growth (ACG Global), a membership organization focused on middle market growth from September 2016 to October 2019. Prior to that from 1995 to July 2016, he was an audit partner of Grant Thornton LLP, a national accounting firm. In addition to serving as an audit partner with Grant Thornton LLP, Mr. Gebert held the following additional roles at Grant Thornton LLP: (i) member of the Senior Leadership Team from August 2013 to July 2016, (ii) East Region Managing Partner from 2011 to July 2016, (iii) Managing Partner of Philadelphia Office from 1999 to 2011, and (iv) member of the Partnership Board from 2003 to 2011. Before joining Grant Thornton LLP, he was employed at AG Epstein Co from 1979 to 1995, a local accounting firm that eventually merged into Grant Thornton LLP. Mr. Gebert became a partner at AG Epstein Co in 1987. While in practice, Mr. Gebert was a member of the American Institute of Certified Public Accountants (AICPA), the Pennsylvania Institute of Certified Public Accountants (PICPA), and the Georgia Society of Certified Public Accountants. Mr. Gebert was a certified public accountant, and he holds a Bachelor of Business Administration from Temple University. | | Key Attributes, Experiences and Skills: Mr. Gebert was selected to serve on our Board because of his extensive experience and expertise in financial reporting, accounting and controls, his deep understanding of risk management and finance, and his involvement in executive leadership. | |
Director Biographies
| MELINDA H. McCLURE | | | Independent Director Committees: Nominating (Chair), Audit Director since: June 2017 Age: 57 | Ms. McClure has served as one of our independent directors since June 2017. Ms. McClure serves as an independent director of Beal Bank, a privately held bank, since February 2025. Previously, Ms. McClure was the founding director and CEO of VisionBank (in organization) and became the executive vice president and head of strategic planning for Old Dominion National Bank, a community bank headquartered in the Greater Washington region upon the two firms' combination; a position she retained until July 2021. She was an independent director of Arlington Asset Investment Corp. (NYSE: AAIC) until its sale in December 2023. Since June 2023, Ms. McClure is the managing member and owner of CLB Dallas, a private firm focused on early childhood education. She served from 2006 to 2018 as the principal of Democracy Funding LLC, a registered broker-dealer and its affiliates focused on providing capital markets and advisory services to government agencies including the United States Department of Treasury and the Federal Deposit Insurance Corporation as well as to private sector financial services and real estate companies. Ms. McClure served in numerous positions at FBR & Co, an investment bank, from 1991 to 2006 including, as senior managing director of investment banking where she focused on providing capital markets and advisory services to middle market financial services and real estate companies. Ms. McClure served on the board of directors of the Bank of Georgetown, a privately held community bank headquartered in Washington, D.C. from its inception in 2005 to its sale to UnitedBank in 2016. While a director of the Bank of Georgetown she served as the chairman of the strategic planning committee, and as a member of the compensation committee. She earned her Bachelor of Arts Degree from the University of Richmond. | | Key Attributes, Experiences and Skills: Ms. McClure was selected to serve on our Board because of her extensive leadership experience in the asset management, financial services, and real estate industries. | |
Director Biographies
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Director Biographies
| ANA MARIE DEL RIO | | | Independent Director Committees: Risk (Chair) Director since: December 2021 Age: 70 | Ana Marie del Rio has served as a director since the consummation of the Merger in December 2021. Ms. del Rio also served as a director of STAR from April 6, 2020 to December 2021 and served as Secretary and Compliance Officer from September 2013 through August 2020. Ms. del Rio also served as Secretary and Compliance Officer of SIR, positions she held from its inception in May 2009 through March 2020, and Secretary and Compliance Officer of STAR III, positions held from August 2015 through March 2020. Ms. del Rio also serves as the Chief Legal Officer for Steadfast Companies and manages its Legal Services, Compliance, Risk Management and Human Resources Departments. In addition, Ms. del Rio works closely with Steadfast Management Company, Inc. in the management of Steadfast Companies’ residential apartment homes. Prior to joining Steadfast Companies in April 2003, Ms. del Rio was a partner in the public finance group at Orrick, Herrington & Sutcliffe, LLP, where she practiced from September 1993 to April 2003, representing both issuers and underwriters in financing single-family and multifamily housing and other types of public-private and redevelopment projects. From 1979 to 1993, Ms. del Rio co-owned and operated a campaign consulting and research company specializing in local campaigns and ballot measures. Ms. del Rio received a Juris Doctor from the University of the Pacific, McGeorge School of Law, and a Master of Public Administration and a Bachelor of Arts from the University of Southern California. Ms. del Rio serves on the board of directors of Thomas House family shelter, a nonprofit corporation, and is a lecturer for the University of California, Irvine, School of Law, Community and Economic Development Clinic. | | Key Attributes, Experiences and Skills: Ms. del Rio was selected to serve on our Board primarily because of her extensive experience and prior service in the real estate industry and legal expertise as a lecturer at University of California, Irvine, School of Law and service as president of the Board of Directors of Thomas House, a nonprofit organization servicing the homeless and low-income in the community. | |
Director Biographies
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Director Biographies
| DEFOREST B. SOARIES, JR., D.MIN | | | Lead Independent Director Committees: Compensation Director since: February 2011 Age: 73 Other Public Company Boards: Onity Group, Inc. | Dr. Soaries has served as one of our independent directors since February 2011. Dr. Soaries served as a director for the Federal Home Loan Bank of New York from January 2009 to December 2023, a position which he also held from February to December 2003. In this capacity, he served on the affordable housing committee that reviews and approves housing development projects for government funding. He serves as the Pastor Emeritus of the First Baptist Church of Lincoln Gardens in Somerset, New Jersey, where he previously served as Senior Pastor from 1990 to 2021. Since January 2015, he has served as a director on the board of directors, or the Onity board, of Onity Group, Inc. (f/k/a Ocwen Financial Corporation) (NYSE: ONIT), a publicly traded financial services holding company, and serves as a member of the compensation and nominating and governance committees of the Onity board. Since February 1997, he has served as Chief Executive Officer of Corporate Community Connections and since January 2023, as President of DBS Solutions, LLC. From 2004 to 2005, he served as the first chair of the U.S. Election Assistance Commission (EAC), appointed by former President George W. Bush and confirmed by the U.S. Senate. From 1999 to 2002, Dr. Soaries served as Secretary of State of New Jersey. In this capacity, he served for three years on the Governor’s Urban Coordinating Council that guided state policy on real estate development, most of which was apartment real estate development. Dr. Soaries was a professor at the Drew University Theological School in Madison, New Jersey from 1997 to 1999, Kean University in Union, New Jersey from 1993 to 1994 and Princeton Theological Seminary in Princeton, New Jersey from 1992 to 1993 and an assistant professor at Mercer County Community College in Trenton, New Jersey from 1989 to 1991. He has led the development, ownership, conversion and management of several apartment projects as a community development executive. Dr. Soaries holds a Bachelor of Arts in Urban and Religious Studies from Fordham University in Bronx, New York, a Master of Divinity from Princeton and a Doctor of Ministry from United Theological Seminary in Dayton, Ohio. | | Key Attributes, Experiences and Skills: Dr. Soaries was selected to serve on our Board primarily because of his diverse background in banking, community development, apartment properties, government and as a former director of the Federal Home Loan Bank of New York. | |
Director Biographies
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Director Biographies
| LISA WASHINGTON | | | Independent Director Committees: Nominating, Risk Director since: January 2021 Age: 57 | Lisa Washington has served as one of our independent directors since January 2021. Ms. Washington is Chief Legal Officer (“CLO”) and a Senior Vice President since September 2019 and Secretary since August 2023 of WSFS Financial Corporation (NASDAQ: WSFS), the financial services holding company of Wilmington Savings Fund Society. In addition, Ms. Washington is also a Board Member and Secretary of the Rosenbach Museum & Library in Philadelphia. Ms. Washington served as Chair of the Board of JEVS Human Services, Inc., a not-for-profit social service organization from July 2020 to June 2023, currently serves as a board member and served on its executive/compensation committee through 2024. From July 2018 to September 2019, Ms. Washington served as a legal advisor and consultant through Washington Consulting, LLC to Atlas Energy Group, LLC, an energy exploration and production company. From February 2012 until July 2018, Ms. Washington served as the CLO and Secretary of Atlas Energy Group, LLC. Ms. Washington served as CLO and Secretary at the general partner of Atlas Energy, L.P., from January 2006 until February 2015. From September 2016 to July 2018, she served as the Vice President, CLO and Secretary of Titan Energy, LLC, a publicly traded exploration and production company, and before that was Vice President, CLO and Secretary of Titan’s predecessor, Atlas Resource Partners, L.P. Ms. Washington also held the same titles at the general partner of Atlas Pipeline Partners, L.P., a publicly-traded master limited partnership that provided natural gas gathering and processing services from 2005 until February 2015. Ms. Washington served as CLO and Secretary of the general partner of Atlas Growth Partners, L.P. since its inception in 2013 until July 2018. From 1999 to 2005, Ms. Washington was an attorney in the business department of the law firm of Blank Rome LLP. Ms. Washington holds a J.D. from the University of Pennsylvania Carey Law School, an M.B.A. in Public Policy and Finance from The Wharton School, and an A.B. in Comparative Literature from Princeton University. | | Key Attributes, Experiences and Skills: Ms. Washington was selected to serve on our Board because of her expertise in corporate governance and risk management for public companies and her extensive experience and involvement in executive leadership. | |
Director Biographies
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Director Biographies
| CRAIG MACNAB | | | Independent Director Committees: Investment, Risk Director since: February 2024 Age: 69 Other Public Company Boards: VICI Properties Inc. and American Tower Corporation | Mr. Macnab has served as one of our independent directors since February 2024. Mr. Macnab has served as an independent director of VICI Properties Inc. (NYSE: VICI) since 2017, as the Chairman of its Compensation Committee since 2019, and as a member of its Audit Committee since 2020. Mr. Macnab also currently serves as an independent director of American Tower Corporation (NYSE: AMT) since 2014. Mr. Macnab held the position of Chairman and Chief Executive Officer of National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust that acquires, owns, invests in and develops properties that are leased primarily to retail tenants, from 2008 (with his service as Chief Executive Officer beginning in 2004) until his retirement in April 2017. Mr. Macnab previously served as a director of Cadillac Fairview Corporation (a private company) from September 2011 through December 2022, Forest City Realty Trust (NYSE: FCEA) from 2017 to 2018, Eclipsys Corporation from 2008 to 2014, and DDR Corp. (NYSE: DDR) from 2003 to 2015. Mr. Macnab was the Chief Executive Officer and President of JDN Realty, a publicly traded real estate investment trust, from 2000 to 2003. Mr. Macnab holds a Bachelor of Commerce degree in Economics and Accounting from the University of the Witwatersrand and a Master of Business Administration from Drexel University. | | Key Attributes, Experiences and Skills: Mr. Macnab was selected to serve on our Board primarily because of his extensive experience from service on public and private boards and his experience leading a publicly held REIT. | |
Director Biographies
| JAMES J. SEBRA | | | President and Chief Financial Officer Director since: N/A Age: 49 | Mr. Sebra has served as our President since September 2024, as our Chief Financial Officer since May 2012 and as our treasurer since January 2011. Mr. Sebra also served as the chief financial officer and treasurer of RAIT from May 2012 to March 2017 and as the senior vice president-finance and chief accounting officer of RAIT from May 2007 to May 2012. Mr. Sebra joined RAIT in connection with its acquisition of Taberna Realty Finance Trust, or Taberna, and served as Taberna’s vice president and chief accounting officer from June 2005 until its acquisition on December 11, 2006. Prior to joining Taberna, Mr. Sebra served as the controller of Brandywine Realty Trust, a publicly held REIT, from 2004 to 2005. From 1998 to 2004, Mr. Sebra worked with Arthur Andersen LLP and KPMG LLP, public accounting firms, serving a variety of publicly held and privately held real estate companies and professional service firms. Mr. Sebra is presently an Adjunct Professor of Finance at Villanova University, a position he has held since 2011. Since January 2018, Mr. Sebra has also been a board member of Elwyn, a human services nonprofit organization. Mr. Sebra holds a Bachelor of Science degree in Accounting from Saint Joseph’s University and a Master of Business Administration from Villanova University. | | Key Attributes, Experiences and Skills: Mr. Sebra was nominated to serve on our Board primarily because of his extensive experience as a chief financial officer of multiple public REITs. We believe Mr. Sebra’s position as our President and Chief Financial Officer, with his detailed knowledge of our business, his ability to drive and oversee our capital structure, coupled with his ability to guide our operating performance and technological innovation will make him a highly effective member of our Board. | |
Director Biographies
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NON-DIRECTOR EXECUTIVE OFFICERS
NON-DIRECTOR EXECUTIVE OFFICERS Information is set forth below regarding the background of our executive officers who are not also directors. For Scott F. Schaeffer, who is also a director, and for James J. Sebra, who is a director nominee, this information can be found above under “Proposal 1. Election of Directors—Names of Directors, Principal Occupations and Other Information.” Michele Weisbaum, age 64, has served as our General Counsel since November 2023, our Executive Vice President since February 2025, and our Secretary and Senior Vice President since December 2023. Prior to joining IRT, Ms. Weisbaum served as Chief Legal Officer, Senior Vice President and Secretary for Resource REIT from October 2012 to May 2022 and in the same positions for Resource Real Estate Investment Trust from June 2009 until January 2021 and for Resource Apartment REIT III from July 2015 until January 2021. Ms. Weisbaum also previously served as Executive Vice President, Senior Vice President, Vice President, General Counsel and Secretary of Resource Real Estate LLC during the period from August 2007 through September 2020. Ms. Weisbaum also served as the Chief Legal Officer, Senior Vice President and Secretary of ACRES REIT from September 2016 to July 2020. Ms. Weisbaum practiced commercial real estate law at Ledgewood Law Firm from 1998 to 2006 as an associate and later as a partner of the firm. Prior to Ledgewood, from 1987 to 1998, Ms. Weisbaum was Vice President and Assistant General Counsel at the Philadelphia Stock Exchange. Ms. Weisbaum received a Bachelor of Science degree in Business Administration from Boston University and a Juris Doctor degree from Temple University School of Law. Jason R. Delozier, age 41, has served as our Chief Accounting Officer since February 2018 and as our Controller since June 2017. Prior to joining IRT, Mr. Delozier was the Controller at RAIT Financial Trust, a publicly traded REIT and IRT’s former advisor, from September 2015 to June 2017. Previously, Mr. Delozier was Director of Financial Reporting at Ascensus, Inc., a private-equity owned financial services provider, from May 2013 to September 2015. From 2005 to 2013, Mr. Delozier worked for KPMG LLP, a national public accounting firm, serving a variety of public and private financial institution clients. Mr. Delozier is a Certified Public Accountant in Pennsylvania and holds a Bachelor of Science in Accounting from Widener University.
NON-DIRECTOR EXECUTIVE OFFICERS
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EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
| COMPENSATION DISCUSSION AND ANALYSIS | 42 | | EXECUTIVE SUMMARY | 42 | | COMPENSATION GOVERNANCE POLICIES | 42 | | ELEMENTS & OBJECTIVES OF OUR COMPENSATION PROGRAM | 43 | | 2024 COMPENSATION DECISIONS | 43 | | BASE SALARY | 43 | | 2024 CASH BONUS AWARDS | 44 | | CASH BONUS AWARD RANGES | 44 | | OBJECTIVE/FORMULAIC PERFORMANCE CRITERIA | 45 | | SUBJECTIVE CRITERIA | 46 | | CASH BONUS OUTCOMES | 47 | | 2024 EQUITY AWARDS | 47 | | PERFORMANCE SHARE UNITS (PSUs) | 47 | | RESTRICTED STOCK UNITS (RSUs) | 48 | | NUMBER OF PSUs AND RSUs | 48 | | ADDITIONAL TERMS OF THE 2024 PSU AWARDS | 48 | | 2022 PSU OUTCOMES | 49 | | IMPLEMENTING THE OBJECTIVES OF OUR COMPENSATION POLICIES | 49 | | IMPACT OF 2020 STOCKHOLDER ADVISORY VOTES | 49 | | ROLE OF CHIEF EXECUTIVE OFFICER IN SETTING COMPENSATION | 50 | | ROLE OF COMPENSATION CONSULTANT | 50 | | PEER GROUPS | 50 | | OTHER COMPENSATION MATTERS | 51 | | COMPENSATION COMMITTEE REPORT | 53 | | COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 54 | | NAMED EXECUTIVE OFFICER COMPENSATION | 54 | | SUMMARY COMPENSATION TABLE | 54 | | GRANTS OF PLAN-BASED AWARDS IN 2024 | 55 | | OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END | 56 | | OPTION EXERCISES AND STOCK VESTED IN 2024 | 57 | | POTENTIAL PAYMENTS ON TERMINATION AND CHANGE-IN-CONTROL | 57 | | CEO PAY RATIO | 61 | | PAY VERSUS PERFORMANCE | 62 | | DIRECTOR COMPENSATION | 66 |
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
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Elements & Objectives of Our Compensation Program
| 2024 Element of Pay (% of average Named Executive Officer target pay) | Objective | Key Performance Metrics/Details (1) | | | Base Salary ▪ Annual fixed cash compensation meant to attract and retain executives by balancing at-risk compensation ▪ Not intended to compensate individuals for extraordinary performance or for above-average performance by IRT | Reviewed annually by the Compensation Committee with reference to the peer group as well as level of experience, job performance, and long-term tenure and potential | | | Annual Cash Bonus Award ▪ Annual cash compensation linked to objective and quantitative annual business results and subjective individual performance as assessed by the committee | Objective Performance Criteria (75%) ▪ CFFO per share (40%) ▪ Same-Store NOI Growth (20%) ▪ Operating Margin (15%) ▪ G&A % of Revenue (15%) ▪ Net-Debt-to-Adjusted EBITDA (10%) Individual Performance Criteria (25%) ▪ Based on several factors (see page 46 for detail) | | | Equity-Based Awards ▪ Performance-based long-term equity intended to encourage value creation directly aligned with the stockholder experience ▪ Time-based long-term equity intended to recruit and retain employees while aligning with the stockholder experience | Performance-Based Equity (75%) ▪ 70% relative 3-year total stockholder return ("TSR") and 30% Committee Discretion Time-Based Equity (25%) ▪ 25% vests per year, subject to accelerated vesting for certain termination events |
2024 Cash Bonus Awards
2024 Cash Bonus Awards The Compensation Committee maintains an annual cash bonus plan to incentivize the Named Executive Officers to produce a high level of operational performance by explicitly linking the majority of their annual bonuses to certain objectives and formulaic metrics that the Compensation Committee believes are important drivers in the creation of stockholder value, while also rewarding more subjective elements of each Named Executive Officer’s performance through an individual performance component. This program establishes a target cash bonus award level for each Named Executive Officer composed of two components, as described below: •“Objective/Formulaic Component” – the objective/formulaic component of the cash bonus award that may be earned by each Named Executive Officer will be determined by IRT’s performance relative to specified objective performance criteria established by the Compensation Committee as described below. •“Individual Performance Component” – the individual performance component of the cash bonus award may be determined based on the Compensation Committee’s subjective evaluation of such participant’s performance. •Allocation of Components and Calculation of the 2024 Cash Bonus Awards – the 2024 cash bonus awards were allocated 75% to the objective/formulaic component and 25% to the subjective component. CASH BONUS AWARD RANGES The individual 2024 cash bonus award ranges, as a percentage of base salary for Threshold, Target and Maximum performance levels for the Named Executive Officers set forth below was as follows:
2024 Cash Bonus Awards
| | | 2024 Cash Bonus Ranges | | | | | | | | 2024 | % of Base Salary | | | Dollar Value | | | | Executive | Base Salary | Threshold | Target | Max | Threshold | Target | Max | | Scott F. Schaeffer | $750,000 | 100% | 179% | 250% | $750,000 | $1,342,500 | $1,875,000 | | James J. Sebra | $515,000 | 50% | 100% | 150% | $257,500 | $515,000 | $772,500 | | Jason R. Delozier | $330,000 | 50% | 100% | 150% | $165,000 | $330,000 | $495,000 | | Michele Weisbaum | $375,000 | 50% | 100% | 150% | $187,500 | $375,000 | $562,500 |
2024 Cash Bonus Awards
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2024 Cash Bonus Awards
OBJECTIVE/FORMULAIC PERFORMANCE CRITERIA AND OUTCOMES The objective performance measures and relative weightings established by the Compensation Committee for purposes of the 2024 cash bonus award program, as well as the actual 2024 performance outcomes for these measures, are shown below (see “Cash Bonus Outcomes” section below for resulting payouts):
2024 Cash Bonus Awards
| Metric (1) | Weighting | Threshold | Target | Maximum | 2024 Actual | | CFFO per share | 40% | $1.12 | $1.14 | $1.16 | $1.16 | | Same-Store NOI Growth | 20% | 1.0% | 2.5% | 4.0% | 3.2% | | Operating Margin | 15% | 61.8% | 62.3% | 62.8% | 63.1% | | G&A% of Revenue | 15% | 3.0% | 2.9% | 2.8% | 2.9% | | Net-Debt-to-Adjusted EBITDA | 10% | 6.15x | 6.00x | 5.85x | 5.95x |
2024 Cash Bonus Awards
(1)See “Appendix A – Reconciliation of Non-GAAP Financial Measures to GAAP Measures.” Operating margin is calculated as the ratio of consolidated NOI compared to consolidated revenue in accordance with GAAP. G&A% of revenue is calculated as the ratio of consolidated G&A expense in accordance with GAAP, excluding stock compensation expense, compared to consolidated revenue in accordance with GAAP.
2024 Cash Bonus Awards
| | 2024 Cash Bonus Weighting and Payout Detail | | | | | | | Objective/Formulaic Component | | | | | | Metric (1) | Weighting | CEO Payout | President/CFO Payout | General Counsel | CAO Payout | | CFFO per share | 40% | $562,500 | $231,750 | $168,750 | $148,500 | | Same-Store NOI Growth | 20% | 238,650 | 95,275 | 69,375 | 61,050 | | Operating Margin | 15% | 210,938 | 86,906 | 63,281 | 55,688 | | G&A% of Revenue | 15% | 151,031 | 57,938 | 42,188 | 37,125 | | Net-Debt-to-Adjusted EBITDA | 10% | 114,000 | 45,063 | 32,813 | 28,875 | | Totals | 100% | $1,277,119 | $516,931 | $376,406 | $331,238 |
2024 Cash Bonus Awards
(1)See "Appendix A — Reconciliation of Non-GAAP Financial Measures to GAAP Measures." All of these objective performance criteria are calculated in a manner consistent with how we disclose the metrics in our public reporting; provided that the Compensation Committee retains discretion to adjust the calculation of these metrics if it determines, due to unanticipated business developments, transactions or other factors affecting the calculation of such metrics, that such an adjustment would be appropriate or necessary to support the purposes of the program. Consistent with prior years, the Committee utilized an adjusted pro forma leverage ratio rather than actual leverage ratio when calculating the Net Debt-to-Adjusted EBITDA metric (defined in Appendix A). While this adjustment had no effect on the 2024 performance outcome, the Compensation Committee felt this adjustment was appropriate to align calculations with prior years, when this adjustment was made to correct inherent incongruities with the leverage ratio performance metric caused by the timing of acquisitions and dispositions throughout the calendar year.
2024 Cash Bonus Awards
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2024 Cash Bonus Awards
INDIVIDUAL PERFORMANCE CRITERIA The individual performance bonus award portion of the 2024 cash bonus award for each of the Named Executive Officers set forth below was based on the Compensation Committee’s subjective evaluation of the Named Executive Officer’s performance relative to achieving specified criteria established for 2024, which the Compensation Committee has determined are also important elements of each Named Executive Officer’s contribution to the creation of overall stockholder value. These individual elements on which certain of our Named Executive Officers were evaluated are as follows:
2024 Cash Bonus Awards
| Named Executive Officer | Individual Performance Criteria | | Scott F. Schaeffer | •Strategic planning •Leadership of the company •Board relations •Executing the business plan •Communication •Succession planning | | James J. Sebra | •Effectiveness in oversight of the accounting, tax, finance, IT and investor relations functions •Team development and succession •Strategic planning and supporting new initiatives •Investor and analyst outreach •Balance sheet management and financial flexibility •Effectiveness in oversight of technology development initiatives | | Michele Weisbaum | •Effective oversight of legal and regulatory matters (e.g. SEC filings, operational and transactional matters) •Support corporate and strategic operating initiatives •Identify and manage changing governance trends (e.g. ESG, Board Diversity) •Review and improve internal policies and procedures to manage for risk tolerance •Management of outside counsel relative to cost and effectiveness | | Jason R. Delozier | •Implementing improvements to drive efficiency and effectiveness of the accounting and finance function •Leading and enhancing ongoing training/education among corporate and property accounting teams with a focus on continuous improvement •Maintaining and improving IRT's internal controls, including using technology to enhance the effectiveness and efficiency of internal controls •Participating in and supporting corporate and strategic operating initiatives |
2024 Cash Bonus Awards
With respect to the 2024 individual performance criteria, the Compensation Committee analyzed the performance of the Named Executive Officers as compared to the individual performance criteria discussed above. The Compensation Committee determined that Messrs. Sebra and Delozier and Ms. Weisbaum achieved the specified individual performance criteria established for 2024 in a manner that the Compensation Committee found to be above-average. In doing so, the Compensation Committee noted that each Named Executive Officer achieved their goals relative to their individual performance criteria. Accordingly, the Compensation Committee determined that the cash bonus payouts to Messrs. Sebra and Delozier and Ms. Weisbaum with respect to their 2024 individual performance elements should be at the maximum level. With respect to Mr. Schaeffer, the full Board (other than Mr. Schaeffer) conducted an evaluation of Mr. Schaeffer based on the above criteria and, based on a 5-point scale, with 5 being the highest, assigned Mr. Schaeffer a composite score of 4.6. Accordingly, the Compensation Committee decided to pay the individual performance element of Mr. Schaeffer's cash bonus at the maximum level for 2024.
2024 Cash Bonus Awards
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2024 Cash Bonus Awards
CASH BONUS OUTCOMES Based on the combined objective and individual performance results discussed above, the Compensation Committee awarded the Named Executive Officers cash bonuses equivalent to the relevant percentage of base salary, based on the achievement of each performance metric relative to the target for such performance metric. The 2024 cash bonus payout for each of the Named Executive Officers was as follows:
2024 Cash Bonus Awards
| | 2024 Cash Bonus Awards | | | | | | | | Payout ($) | | | | | Executive | Target | Objective/Formulaic | Individual Performance | Combined | % of Target | | Scott F. Schaeffer | $1,342,500 | $1,277,119 | $468,750 | $1,745,869 | 130% | | James J. Sebra | $515,000 | $516,931 | $193,125 | $710,056 | 138% | | Jason R. Delozier | $330,000 | $331,238 | $123,750 | $454,988 | 138% | | Michele Weisbaum | $375,000 | $376,406 | $140,625 | $517,031 | 138% |
2024 Equity Awards
2024 Equity Awards PERFORMANCE SHARE UNITS ("PSUs") PSUs account for 75% of the overall target equity to ensure that a meaningful portion of the total equity opportunity is tied to the achievement of performance objectives. PSUs are awarded based on the following criteria:
2024 Equity Awards
| | | Goal-Range | | | | Performance Criteria | 2024 Weighting | Threshold (50% of Target) | Target | Maximum (150% of Target) | | Relative 3-year TSR | 70% | 30th percentile | 50th percentile | 75th percentile | | Individual Performance Criteria | 30% | | Subjective | |
2024 Equity Awards
Relative 3-year TSR. For purposes of determining the Company’s achievement against the relative 3-year TSR metric, the Company’s TSR will be compared to the other constituent members of the FTSE NAREIT Apartment Index over the performance period, using the relative percentile ranking approach over the full performance period. Individual Performance Criteria. The individual performance portion of the 2024 PSUs will be based on the Compensation Committee’s subjective evaluation of the Named Executive Officer’s performance over the performance period, which the Compensation Committee has determined are also important elements of each Named Executive Officer’s contribution to the creation of overall stockholder value. While not required, the Committee has historically aligned the individual performance PSU outcome with the objective PSU outcome, absent unusual circumstances. Vesting. 50% of PSUs earned will vest when the Compensation Committee confirms performance after the 3-year performance period ended December 31, 2026 and 50% will vest on December 31, 2027, in each case based on continued service through such dates and subject to accelerated vesting in certain cases, as described below under the heading “Additional Terms of 2024 PSU Awards.” Dividends and Voting. No dividend equivalents will be paid while the 2024 PSUs are subject to performance criteria. Once the performance period concludes, dividend equivalents will accrue on earned PSUs
2024 Equity Awards
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2024 Equity Awards
that remain subject to time vesting and those accrued amounts will be paid upon delivery of the shares to which they relate (or forfeited if the applicable time-vesting criterion is not satisfied). PSUs do not have any voting rights. RESTRICTED STOCK UNITS ("RSUs") Time-based RSUs account for the remaining 25% of the 2024 equity awards. In each case, these RSUs are generally subject to vesting at a rate of 25% per year. Dividend equivalents will be accrued with respect to 2024 RSU awards and paid upon delivery of the shares to which they relate (or forfeited if the applicable time-vesting criterion is not satisfied). RSUs do not have any voting rights. NUMBER OF PSUs AND RSUs The sizes of the 2024 equity awards were determined by the Compensation Committee based on the following intended individual award values:
2024 Equity Awards
| | | | Performance-Based Award | | | | Executive | Total Target Award | Time Based Award | Threshold | Target | Maximum | | Scott F. Schaeffer | $2,732,598 | $683,150 | $1,024,724 | $2,049,449 | $3,074,173 | | James J. Sebra | $1,000,000 | $250,000 | $375,000 | $750,000 | $1,125,000 | | Jason R. Delozier | $207,092 | $51,773 | $77,660 | $155,319 | $232,979 | | Michele Weisbaum | $425,000 | $106,250 | $159,375 | $318,750 | $478,125 |
2024 Equity Awards
The number of PSUs and RSUs awarded is set forth below and was determined by dividing the intended award value (at target, in the case of the PSUs) by $14.99, the volume weighted average of our closing stock price on the NYSE for the 20 trading days prior to February 26, 2024, the grant date. Please note that the grant date fair value shown in the Summary Compensation Table and the Grant of Plan Based Awards Table for these awards differ somewhat from the amounts shown above due to differences in how the awards are measured for financial accounting purposes.
2024 Equity Awards
| Executive | Number of 2024 RSUs | Number of 2024 PSUs | | Scott F. Schaeffer | 45,573 | 136,721 | | James J. Sebra | 16,677 | 50,033 | | Jason R. Delozier | 3,453 | 10,361 | | Michele Weisbaum | 7,088 | 21,264 |
2024 Equity Awards
ADDITIONAL TERMS OF THE 2024 RSU AND PSU AWARDS The 2024 RSUs are subject to accelerated vesting if a Named Executive Officer’s employment is terminated due to death, disability, termination without cause or resignation with good reason (which we refer to as a qualified termination) within one year following a change in control, or retirement (as defined below). In each case, such accelerated vesting is conditioned upon the execution of a release of claims and, in the case of retirement, a non-compete and non-solicitation agreement with a duration of up to three years. In addition, the employment agreements for the Named Executive Officers each provide for accelerated vesting of time-vested equity in the event of a termination without cause or resignation with good reason, and subject to the execution of a release of claims. If a Named Executive Officer’s employment is terminated due to death, disability, termination without cause or resignation with good reason (which we refer to as a qualified termination) prior to the conclusion of the three-year performance period applicable to 2024 PSUs, then such performance period will be shortened to conclude at the end of the calendar quarter immediately preceding such qualified termination. The number of PSUs earned (if any) will then be determined based on actual performance during the shortened performance
2024 Equity Awards
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2024 Equity Awards
period and will be pro-rated to reflect the portion of the original three-year performance period actually worked by the executive. Such earned PSUs will not be subject to any additional time based vesting period. In the case of a qualified termination after the performance period is complete, but before the additional time-based vesting period is complete, any earned PSUs shall become vested as of the date of such qualified termination. The foregoing treatment upon a qualified termination is conditioned on the execution of a release of claims. In the event of a Named Executive Officer’s “retirement” (as defined below) prior to the conclusion of the three-year performance period, 2024 PSUs will remain outstanding and be earned (or forfeited) based on actual performance during the full three-year performance period. In that case, any earned 2024 PSUs will not be subject to further time-vesting requirements, but shares will not be deliverable in respect of those earned PSUs until the otherwise applicable time-vesting dates. Similarly, if a Named Executive Officer’s retirement occurs after the performance period, shares will be delivered in respect of earned 2024 PSUs on the otherwise applicable time-vesting dates. The foregoing retirement treatment is conditioned on the Named Executive Officer (1) executing a release of claims, and (2) entering into a non-compete and non-solicitation agreement with a duration of up to three years. “Retirement” is defined as the Named Executive Officer’s voluntary separation of employment after providing at least six months' advance notice and following satisfaction of the “Rule of 70.” The Rule of 70 will be satisfied upon (1) completion of at least fifteen (15) years of service with IRT or its related entities; (2) attainment of age 55 and (3) such Named Executive Officer’s combined age and service equaling at least 70. As of December 31, 2024, Mr. Schaeffer was the only Named Executive Officer who satisfied the age and service requirements for retirement. 2022 PSU OUTCOMES On February 4, 2025, the Compensation Committee determined that the performance share units granted to Messrs. Schaeffer, Sebra, and Delozier in 2022 with a performance period ending on December 31, 2024 were earned at 117% of the target number of shares. 2022 PSUs were awarded based 70% on relative TSR and 30% on subjective criteria, each of which was deemed to be earned at 117% of the target level. The Company’s three-year TSR of (16)% was at the 58th percentile of NAREIT Apartment Index (equal to 117% of the target level). With consideration to the Company’s strong TSR performance, the Committee determined that a 117% of target level payout was also appropriate for the subjective portion of the award.
Role of Compensation Consultant
Role of Compensation Consultant Our Compensation Committee has the authority to engage independent advisors to assist it in carrying out its responsibilities. For fiscal 2024, the Compensation Committee continued to engage Semler Brossy Consulting Group (“Semler Brossy”) as its independent executive compensation consultant. Semler Brossy, who reports directly to the Compensation Committee and not to management, is independent from us, has not provided any services to us other than to the Compensation Committee and receives compensation from us only for services provided to the Compensation Committee. Our Compensation Committee assessed the independence of Semler Brossy pursuant to SEC rules and concluded that the work of Semler Brossy for the Compensation Committee has not raised any conflict of interest. Semler Brossy reviews and advises on all principal aspects of our executive compensation program. Its main responsibilities are as follows: •Advise on alignment of pay and performance; •Review and advise on executive compensation level and design, including base salaries, short-and long-term incentives, associated performance goals, and retention and severance arrangements; •Advise on trends in executive compensation; •Provide recommendations regarding the composition of our peer group; •Analyze peer group proxy statements, compensation survey data and other publicly available data; and •Perform any special projects requested by the Compensation Committee. The Compensation Committee typically asks Semler Brossy to attend its meetings, including executive sessions at which management is not present. Semler Brossy communicates regularly with the Chair of the Compensation Committee outside of committee meetings and also meets with management to gather information and review proposals.
Peer Groups
Peer Groups The below peer group was used for the purpose of setting 2024 compensation, and was consistent with the peer group used for setting 2023 compensation, other than the removal of Apartment Income REIT Corp. (which had been acquired by Blackstone Real Estate in 2024). •American Assets Trust, Inc. •American Homes 4 Rent
Peer Groups
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Peer Groups
•Camden Property Trust •Easterly Government Properties, Inc. •Elme Communities (formerly known as Washington Real Estate Investment Trust) •Equity Lifestyle Properties, Inc. •Rexford Industrial Realty, Inc. •STAG Industrial, Inc. •Terreno Realty Corporation •UDR, Inc.
Other Compensation Matters
Other Compensation Matters Anti-Hedging Policy. Officers are prohibited from purchasing puts, calls, options or other derivative securities based on the Company’s securities under the Company’s Insider Trading Policy. The policy also prohibits hedging or monetization transactions, such as zero-cost collars and forward sale contracts and purchasing securities of the Company on margin, borrowing against any account in which the Company’s securities are held or otherwise pledging any securities of the Company. See also “Proposal 1 - Election of Directors - Anti-Hedging Policy” above. Stock Ownership Requirements. The Chief Executive Officer is required to hold common shares with a value equal to five times his annual base salary. All other executive officers are required to hold common shares with a value equal to three times their annual base salary. All executive officers are required to satisfy these stock ownership requirements six years after their election or appointment as an executive officer. All executive officers are in compliance with these stock ownership guidelines, as they have either met the minimum share ownership requirements or they have not yet reached the date by which such requirements must be satisfied. Employment Agreements. Each of the Named Executive Officers (other than Ms. Weisbaum) has an employment agreement with us. The employment agreements set floor amounts for base salary. In addition, the employment agreements provide for payments and other benefits if the executive’s employment terminates under specified circumstances, including in the event of a termination following a “change in control”. See “Named Executive Officer Compensation—Potential Payments on Termination or Change in Control” for a description of these severance and change in control benefits with the Named Executive Officers. The Compensation Committee believes that these severance and change in control arrangements are an important part of overall compensation for these Named Executive Officers because they help to secure the continued employment and dedication of these Named Executive Officers, notwithstanding any concern that they might have regarding their own continued employment in general and prior to or following a change in control. The Compensation Committee also believes that these arrangements are important as a recruitment and retention device, as most of the companies with which we compete for executive talent have similar agreements in place for their senior employees. The Named Executive Officer employment agreements also contain provisions that prohibit the executive from disclosing IRT’s confidential information and prohibits the executive from engaging in certain competitive activities or soliciting any of our employees or customers following termination of their employment with IRT. We believe that these provisions help ensure the long-term success of IRT. Risk Management and IRT’s Compensation Policies and Procedures. As part of the Board’s role in risk oversight, the Compensation Committee considers the impact on our risk profile of our compensation plans, policies and practices, and the incentives they create with respect to all employees, including executive officers. Based on this consideration, the Compensation Committee concluded that our compensation policies and procedures are not reasonably likely to have a material adverse effect on us. Some of the factors the Compensation Committee considered as mitigating the risks of our compensation plans include: •The mix of compensation, which is balanced with an emphasis toward rewarding long term performance;
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Base Salary | Bonus (1) | Stock Awards (2) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total | | Scott F. Schaeffer (Chief Executive Officer) | 2024 | $750,000 | $468,750 | $2,524,771 | $1,277,119 | $13,800 | $5,034,440 | | | 2023 | $700,000 | $437,500 | $2,677,345 | $1,018,483 | $13,200 | $4,846,528 | | | 2022 | $700,000 | $437,500 | $2,422,221 | $1,284,544 | $12,200 | $4,856,465 | | James J. Sebra (President and Chief Financial Officer) | 2024 | $515,000 | $193,125 | $923,933 | $516,931 | $13,800 | $2,162,789 | | | 2023 | $475,000 | $178,125 | $979,773 | $397,219 | $13,200 | $2,043,317 | | | 2022 | $450,000 | $168,750 | $926,671 | $493,594 | $12,200 | $2,051,215 | | Jason R. Delozier (Chief Accounting Officer) | 2024 | $330,000 | $123,750 | $191,323 | $331,238 | $13,800 | $990,111 | | | 2023 | $320,000 | $120,000 | $202,892 | $267,600 | $13,200 | $923,692 | | | 2022 | $300,000 | $112,500 | $191,869 | $329,063 | $12,200 | $945,632 | | Michele Weisbaum (General Counsel) | 2024 | $375,000 | $140,625 | $392,675 | $376,406 | $12,300 | $1,297,006 | | | 2023 | $120,000 | $120,000 | $126,931 | $— | $2,200 | $369,131 |
Summary Compensation Table
(1)Reflects the subjective component of the Named Executive Officer’s Cash Bonus Award. (2)We report all equity awards at their full grant date fair value in accordance with FASB ASC Topic 718, “Compensation-Stock Compensation.” For restricted stock unit awards, the fair value was calculated based on the NYSE market price for our common stock on the grant date for the award. For PSUs, the fair value on the date of grant was estimated using a Monte Carlo simulation model. See Note 8: “Equity Compensation Plans” within Item 8 of our Annual Report for further discussion including assumptions used when valuing equity awards. For 2024, amounts shown include the following grant date fair values: •Scott F. Schaeffer – $1,864,874 PSUs (at maximum performance PSUs would be $2,969,573) and $659,897 RSUs.
Summary Compensation Table
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Summary Compensation Table
•James. J. Sebra – $682,450 PSUs (at maximum performance PSUs would be $1,086,724) and $241,483 RSUs. •Jason R. Delozier – $141,324 PSUs (at maximum performance PSUs would be $225,048) and $49,999 RSUs. •Michele Weisbaum – $290,041 PSUs (at maximum performance PSUs would be $461,854) and RSUs $102,634. The amounts shown in this table may differ from the amounts discussed in the Compensation Discussion & Analysis, because SEC rules require awards to be reported in this table based on GAAP rules, whereas the Compensation Committee generally sizes awards based on the volume weighted average of our closing stock price for the 20 trading days immediately preceding the grant date. (3)Amount shown reflects the objective component of the Named Executive Officer’s Cash Bonus Award. (4)Amounts shown for 2024 reflect only IRT’s matching contribution to the Named Executive Officer’s 401(k).
Grants of Plan-Based Awards in 2024
Grants of Plan-Based Awards in 2024 The following table provides information about plan-based awards granted to the Named Executive Officers in 2024.
Grants of Plan-Based Awards in 2024
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#) (2) | | | All other stock awards: Number of shares of stock or units (#) (3) | Grant Date Fair Value of Stock and Option Awards ($) (4) | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Scott F. Schaeffer | 2/26/2024 | $562,500 | $1,006,875 | $1,406,250 | | | | | | | | 2/26/2024 | | | | 68,361 | 136,721 | 205,082 | | $1,864,874 | | | 2/26/2024 | | | | | | | 45,573 | $659,897 | | James J. Sebra | 2/26/2024 | $193,125 | $386,250 | $579,375 | | | | | | | | 2/26/2024 | | | | 25,017 | 50,033 | 75,050 | | $682,450 | | | 2/26/2024 | | | | | | | 16,677 | $241,483 | | Jason R. Delozier | 2/26/2024 | $123,750 | $247,500 | $371,250 | | | | | | | | 2/26/2024 | | | | 5,181 | 10,361 | 15,542 | | $141,324 | | | 2/26/2024 | | | | | | | 3,453 | $49,999 | | Michele Weisbaum | 2/26/2024 | $140,625 | $281,250 | $421,875 | | | | | | | | 2/26/2024 | | | | 10,632 | 21,264 | 31,896 | | $290,041 | | | 2/26/2024 | | | | | | | 7,088 | $102,634 |
Grants of Plan-Based Awards in 2024
(1)These columns represent the potential value of the payout for each eligible officer if the threshold, target, or maximum goals are satisfied under the objective bonus components of the Annual Cash Bonus plan, as described above in the “Compensation Discussion and Analysis” section. The amounts actually earned by each eligible officer with respect to 2024 performance under the Annual Cash Bonus plan are reported in the Bonus (for the subjective component) and Non-Equity Incentive Plan Compensation (for the objective component) columns in the Summary Compensation Table above. (2)These columns represent the potential number of common shares that may be earned by each eligible officer if the threshold, target, or maximum goals are satisfied with respect to the 2024 PSUs. The actual number of common shares issued pursuant to the 2024 PSUs will be determined as of December 31, 2026, based on achievement of the performance criteria over the 2024-2026 performance period, and any shares then earned will vest 50% at such time and 50% on December 31, 2027, subject generally to the grantee’s continued service through those dates.
Grants of Plan-Based Awards in 2024
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Grants of Plan-Based Awards in 2024
(3)This column shows the number of restricted stock units granted in 2024 to the Named Executive Officers. These restricted stock unit awards vest in four equal annual installments on the anniversary of the grant date, subject generally to the grantee’s continued service through the applicable vesting date. (4)This column shows the full grant date fair value of stock awards under FASB ASC Topic 718 granted to the Named Executive Officers in 2024. Generally, the full grant date fair value is the amount that we expense in our financial statements over the award’s vesting schedule. These amounts reflect our accounting expense, and do not correspond to the actual value that will be realized by the Named Executive Officer.
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table provides information on the holdings of outstanding equity awards by the Named Executive Officers at December 31, 2024. These awards are comprised of PSUs and RSUs. Each award is shown separately for each Named Executive Officer by grant date. In accordance with SEC rules, market values are shown based on the closing price of our common stock on December 31, 2024, the last trading day of 2024 ($19.84).
Outstanding Equity Awards at 2024 Fiscal Year-End
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards, Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Scott F. Schaeffer | 10,240(1) | $203,162 | | | | | 14,213(2)(8) | $281,986 | | | | | 28,090(3)(8) | $557,306 | 112,360(6)(9) | $2,229,222 | | | 45,573(4)(8) | $904,168 | 136,721(7)(9) | $2,712,545 | | | 49,742(5)(8) | $986,881 | | | | James J. Sebra | 4,100(1) | $81,344 | | | | | 5,438(2) | $107,890 | | | | | 10,280(3) | $203,955 | 41,118(6) | $815,781 | | | 16,677(4) | $330,872 | 50,033(7) | $992,655 | | | 19,030(5) | $377,555 | | | | Michele Weisbaum | 6,737(10) | $133,662 | | | | | 7,088(4) | $140,626 | 21,264(7) | $421,878 | | Jason R. Delozier | 926(1) | $18,372 | | | | | 1,127(2) | $22,360 | | | | | 2,129(3) | $42,239 | 8,515(6) | $168,938 | | | 3,453(4) | $68,508 | 10,361(7) | $205,562 | | | 3,941(5) | $78,189 | | |
Outstanding Equity Awards at 2024 Fiscal Year-End
(1)These RSUs vested on March 1, 2025. (2)One-half of these RSUs vested on March 1, 2025 and the remainder will vest on March 1, 2026. (3)One-third of these RSUs vested on March 1, 2025 and the remainder will vest in two equal annual installments on March 1, 2026, and March 1, 2027. (4)One-fourth of these RSUs vested on March 1, 2025 and the remainder will vest in three equal annual installments on March 1, 2026, March 1, 2027, and March 1, 2028.
Outstanding Equity Awards at 2024 Fiscal Year-End
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Outstanding Equity Awards at 2024 Fiscal Year-End
(5)As of December 31, 2024, 2022 PSU awards were earned at 117% of target. These units constitute 50% of the earned 2022 PSUs, which generally remain subject to service-based vesting until December 31, 2025. The other 50% of the earned 2022 PSUs were distributable immediately following the end of the performance period and included in the “Options Exercised and Stock Vested in 2024” table below. (6)These units represent the 2023 PSU awards, which may be earned over a three-year performance period ending December 31, 2025, with 50% of any earned units vesting at the end of that three-year period and the remaining 50% generally subject to service-based vesting until December 31, 2026. The number and value of units shown assumes performance at the target level in accordance with SEC rules. The actual number of units earned will depend on actual performance and range from 0%-150% of target. (7)These units represent the 2024 PSU awards, which may be earned over a three-year performance period ending December 31, 2026, with 50% of any earned units vesting at the end of that three-year period and the remaining 50% generally subject to service-based vesting until December 31, 2027. The number and value of units shown assumes performance at the target level in accordance with SEC rules. The actual number of units earned will depend on actual performance and range from 0%-150% of target. (8)Mr. Schaeffer is retirement eligible under the terms of these equity awards. Accordingly, if he provides at least six months’ advance notice of termination and executes a release and additional non-compete agreement at the time of his retirement, these awards will not be forfeited even if he retires prior to the otherwise applicable vesting date. (9)Mr. Schaeffer is retirement eligible under the terms of these awards. Accordingly, if he provides at least six months’ advance notice of termination and executes a release and additional non-compete agreement at the time of his retirement: (i) any PSUs subject to an open performance period will remain outstanding and be earned (or forfeited) based on actual performance during the full three-year performance period, and (ii) any additional service requirements that would otherwise apply following the end of the performance period will be waived. (10)One-half of these restricted stock awards vest on November 1, 2025 and the remainder will vest on November 1, 2026.
Option Exercises and Stock Vested in 2024
Option Exercises and Stock Vested in 2024 The following table provides information on the number of shares acquired by the Named Executive Officers upon the vesting of stock awards, along with the value of such awards at the time of vesting, before payment of any applicable withholding taxes.
Option Exercises and Stock Vested in 2024
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Scott F. Schaeffer | 201,521 | $3,011,917 | | James J. Sebra | 80,194 | $1,198,390 | | Jason R. Delozier | 17,782 | $265,598 | | Michele Weisbaum | 2,527 | $48,155 |
Potential Payments on Termination or Change-In-Control
Potential Payments on Termination or Change-In-Control We have entered into employment agreements with all of our Named Executive Officers except Ms. Weisbaum. These agreements provide for payments and other benefits if a Named Executive Officer’s employment with us ceases under circumstances specified in his or her respective agreement, including in connection with a “change in control” (as defined in the agreement). A Named Executive Officer’s rights upon the cessation of his or her employment will depend upon the circumstances of the termination. Under SEC rules, the amounts shown below are calculated as of December 31, 2024, based on facts (e.g., stock price, base salaries, awards outstanding, etc.) then existing.
Potential Payments on Termination or Change-In-Control
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Potential Payments on Termination or Change-In-Control
| Named Executive | Termination without cause, resignation for good reason or notice by IRT of non-renewal with release (1) | Voluntary Termination (2) | Disability (3) | Death (4) | Termination for cause (5) | Termination without cause, resignation for good reason or notice by IRT of non-renewal after Change in Control with release (6) | | Scott F. Schaeffer | $13,289,819 | $7,875,270 | $9,217,770 | $9,217,770 | $— | $15,083,293 | | James J. Sebra | $4,338,979 | $— | $2,491,355 | $2,491,355 | $— | $4,338,979 | | Jason R. Delozier | $1,582,017 | $— | $740,814 | $740,814 | $— | $1,582,017 | | Michele Weisbaum (7) | $— | $— | $414,914 | $414,914 | $— | $414,914 |
Potential Payments on Termination or Change-In-Control
(1)Under the employment agreements of Mr. Schaeffer, Sebra, and Delozier, we may terminate a Named Executive Officer’s employment at any time without cause upon not less than sixty days’ prior written notice to the Named Executive Officer. In addition, the Named Executive Officer may initiate a termination of employment by resigning for good reason. The Named Executive Officer must give us not less than sixty days’ prior written notice of such resignation. In addition, we may initiate a termination of employment by sending a notice of non-renewal of the applicable employment agreement to the Named Executive Officer, as described above. If the Named Executive Officer does not deliver the release described in his or her employment agreement, we refer to the termination as a no-release termination. Upon any no-release termination, the Named Executive Officer is entitled to receive only the amount due to the Named Executive Officer under our then current severance pay plan for employees, if any. We currently have no severance pay plan in place for employees. No other payments or benefits will be due to the Named Executive Officer under his employment agreement other than (i) the Named Executive Officer’s base salary due through his date of termination, (ii) any earned but unpaid annual bonus for the year preceding the fiscal year of termination, (iii) any amounts owing to the Named Executive Officer for reimbursement of expenses properly incurred by the Named Executive Officer prior to his date of termination; and (iv) any benefits accrued and earned in accordance with the terms and conditions of any of our applicable benefit plans and programs in which the Named Executive Officer participated prior to his termination of employment. We refer to these collectively as the accrued benefits. Each Named Executive Officer employment agreement defines “good reason” as, without the Named Executive Officer’s consent, any of the following events occurring: •a reduction in base salary of the Named Executive Officer. •a material and willful breach of the Named Executive Officer's employment agreement. •the relocation (without the written consent of the Named Executive Officer) of the Named Executive Officer’s principal place of employment by more than thirty-five (35) miles from its location on the effective date of the Named Executive Officer employment agreement. •Mr. Schaeffer’s employment agreement also defines “good reason” as, without his consent: a significant adverse alteration in the nature or status of his authority, duties or responsibilities (including his removal from the position of Chief Executive Officer or requiring him to report to any of our employees); provided, however, that the election by the Board of a different person to serve as Chair will not be deemed to be such an alteration so long as (i) Mr. Schaeffer continues to have his duties assigned to him by the Board and (ii) no executive officers or our other employees have their duties assigned to them by the Chair. •Mr. Sebra’s and Mr. Delozier’s respective employment agreements also define “good reason” to include a significant adverse alteration in the nature or status of his or her authority, duties or responsibilities. If a termination occurs due to a termination by IRT without cause, resignation by the Named Executive Officer with good reason or non-renewal by IRT and the Named Executive Officer executes and does not
Potential Payments on Termination or Change-In-Control
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Potential Payments on Termination or Change-In-Control
revoke a release of claims against IRT and its affiliates, the Named Executive Officer is entitled to receive the following: •The Named Executive Officer will receive a lump sum cash payment equal to a defined multiplier times the sum of (x) the Named Executive Officer’s base salary, as in effect immediately prior to his termination of employment and (y) the average annual cash bonus earned by the Named Executive Officer for the three year period immediately prior to his termination of employment, (or the average annual cash bonus earned by the Named Executive Officer for the actual number of completed fiscal years immediately prior to his termination of employment, if less than three). In Mr. Schaeffer’s employment agreement, the defined multiplier is 2.25x. In Mr. Sebra’s employment agreement, the defined multiplier is 2x. In Mr. Delozier’s employment agreement, the defined multiplier is 1.5x. •The Named Executive Officer will receive a lump sum cash payment equal to a pro rata portion of the annual cash bonus, if any, that the Named Executive Officer would have earned for the fiscal year of his termination based on achievement of the applicable performance goals for such year. •For a period of 18 months following the Named Executive Officer’s date of termination, provided the Named Executive Officer and his eligible dependents timely and properly elect to continue health care coverage under COBRA, the Named Executive Officer will continue to receive the medical coverage in effect at the date of his termination of employment (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, at the same premium rates as may be charged from time to time for employees of IRT generally, as if the Named Executive Officer had continued in employment with IRT during such period. •Any equity awards that are then subject solely to time-vesting conditions will become fully vested as of the date of the Named Executive Officer’s termination of employment. In addition, under the terms of the PSU awards, outstanding PSUs will vest based on performance through the end of the calendar quarter immediately preceding the severance event, subject to pro-ration to reflect the portion of the performance period served prior to the severance event. The amounts shown in the table reflect the full vesting of otherwise unvested time-based equity awards, the vesting of 2022 PSUs based on actual performance and the pro-rata vesting of 2023 and 2024 PSUs assuming target performance (except in the case of Mr. Schaeffer, whose 2023 and 2024 PSUs are shown assuming target performance but without pro-ration, in light of his retirement eligibility (see footnote 2, below)). (2)In this case, no further payments (other than the accrued benefits) will be due under the Named Executive Officer employment agreement, except that the Named Executive Officer will be entitled to receive his accrued benefits. However, under the PSU and RSU award agreements, an executive who has attained age 55 and completed at least 15 years of service, provided at least six months' advance notice of retirement, executed a release and executed an additional non-compete agreement at the time of his or her retirement, will receive special treatment of his or her PSU and RSU awards upon such retirement. Upon retirement of a grantee who has satisfied these conditions, outstanding RSUs will vest and outstanding PSUs will remain outstanding and vest based on actual performance through the end of the performance period. In addition, otherwise applicable service-based vesting conditions will not apply to earned PSUs. Mr. Schaeffer has satisfied the age and service conditions for retirement, so the amount shown in this column for him reflects the above-described treatment for his equity awards. The amounts shown in the table above reflect actual performance in respect of 2022 PSUs and assume target performance with respect to the 2023 and 2024 PSUs. (3)If IRT terminates the Named Executive Officer’s employment for disability, Messrs. Schaeffer, Sebra, and Delozier will each be entitled to receive the following: •A lump sum cash payment equal to a pro rata portion of the Named Executive Officer’s target annual cash bonus for the fiscal year of his termination. •The accrued benefits.
Potential Payments on Termination or Change-In-Control
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Potential Payments on Termination or Change-In-Control
•Any equity awards are subject to the same treatment described above in the final bullet of footnote 1. (4)Our employment agreements with Messrs. Schaeffer, Sebra, and Delozier provide that if the Named Executive Officer dies while employed by IRT, IRT will pay to the Named Executive Officer’s executor, legal representative, administrator or designated beneficiary, as applicable: •A lump sum cash payment equal to a pro rata portion of the Named Executive Officer’s target annual cash bonus for the fiscal year of his death. •The accrued benefits. •Any equity awards are subject to the same treatment described above in the final bullet of footnote 1. (5)Our employment agreements with Messrs. Schaeffer, Sebra, and Delozier provide that IRT may terminate the Named Executive Officer’s employment at any time for cause upon written notice to Named Executive Officer, in which event all payments under the Named Executive Officer employment agreement will cease, except the Named Executive Officer will be entitled to receive the accrued benefits. (6)If a termination without cause, a resignation with good reason or a non-renewal by IRT occurs within 18 months following a change-in-control, Messrs. Schaeffer, Sebra, and Delozier will be entitled to the same payments and benefits as described above in footnote 1; provided that in Mr. Schaeffer’s case, the severance multiplier described in the first bullet of that footnote 1 will be increased from 2.25x to 3x. For this purpose, “change in control” of IRT means the occurrence of any of the following: •The acquisition (other than from IRT), by any person (as such term is defined in Section 13(c) or 14(d) of the Exchange Act of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined voting power of IRT’s then outstanding voting securities; •The individuals who, as of the effective date of the Named Executive Officer employment agreement, are members of the Board cease for any reason during any twelve month period to constitute at least a majority of the Board (unless the election, or nomination for election by IRT’s stockholders, of any new director was approved by a vote of at least a majority of the incumbent Board); •The closing of a reorganization, merger, consolidation or similar form of corporate transaction (each, a business combination) involving IRT if (i) the stockholders of IRT, immediately before such business combination, do not, as a result of such business combination, own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the entity resulting from such business combination in substantially the same proportion as their ownership of the combined voting power of the voting securities of IRT outstanding immediately before such business combination or (ii) immediately following the business combination, the individuals who comprised the Board immediately prior thereto do not constitute at least a majority of the Board of the entity resulting from such business combination (or, if the entity resulting from such business combination is then a subsidiary, the ultimate parent thereof); •The sale or other disposition of all or substantially all of the assets of IRT; or •The consummation of a complete liquidation or dissolution of IRT. (7) Effective November 1, 2023, we entered into an offer letter agreement with Ms. Weisbaum describing her terms of employment with us. The offer letter indicates that Ms. Weisbaum’s employment is “at-will” and does not include any severance entitlements. The offer letter requires Ms. Weisbaum to enter into our standard form of confidentiality, intellectual property and restrictive covenant agreement. The amount shown in the table for Ms. Weisbaum's relate solely to the treatment of her outstanding equity awards,
Potential Payments on Termination or Change-In-Control
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Potential Payments on Termination or Change-In-Control
which is the same as for the other Named Executive Officers and summarized in the last bullet of footnote 1.
CEO Pay Ratio
CEO Pay Ratio Pursuant to the requirements of the Dodd-Frank Act, the SEC adopted a rule requiring annual disclosure of the ratio of the median employee's annual total compensation to the annual total compensation of our principal executive officer. The annual total compensation for 2024 for Mr. Schaeffer, our CEO, was $5,034,440, as reported under the above Summary Compensation Table. Our median employee's total compensation for 2024 was $66,919, as determined using the same methodology we used to calculate our CEO's compensation in the above Summary Compensation Table. As a result, we estimate that Mr. Schaeffer’s 2024 annual total compensation was approximately 75 times that of our median employee. Our CEO to median employee pay ratio was calculated in accordance with Item 402(u) of Regulation S-K. We identified the median employee by examining 2024 W-2 wages for all individuals who were employed by the Company on December 31, 2024, other than our CEO. We included all active employees and annualized the compensation for any non-temporary, non-seasonal employees who were not employed by the Company for the full 2024 calendar year.
CEO Pay Ratio
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Pay versus Performance
Pay versus Performance The following table and charts provide information about the relationship between compensation actually paid to our NEOs, as computed in accordance with Item 402(v) of Regulation S-K, and the Company's financial performance as well as the relationship between the Company's TSR and the TSR of the Company's peer group. The calculations included herein do not necessarily reflect the Company's approach to aligning compensation with performance, which is detailed in CD&A above.
Pay versus Performance
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO1 | Average Summary Compensation Table Total for Non-CEO NEOs | Average Compensation Actually Paid to Non-CEO NEOs2 | Value of Initial Fixed $100 Investment Based On: | | Net (Loss) Income (in millions) | Core FFO per Share4 | | | | | | | TSR | Peer Group3 TSR | | | | 2024 | $5,034,440 | $8,841,148 | $1,483,302 | $2,172,057 | $160.93 | $117.56 | $40.0 | $1.16 | | 2023 | $4,846,528 | $2,913,725 | $1,441,139 | $833,804 | $124.15 | $112.04 | $(17.8) | $1.15 | | 2022 | $4,856,465 | $583,503 | $1,754,644 | $540,222 | $130.87 | $100.62 | $120.7 | $1.08 | | 2021 | $4,517,543 | $15,562,928 | $1,448,152 | $4,047,439 | $190.70 | $134.06 | $45.5 | $0.84 | | 2020 | $3,495,195 | $5,384,680 | $1,075,244 | $1,446,639 | $99.22 | $94.88 | $14.9 | $0.73 |
Pay versus Performance
(1)The dollar amounts reported represent the amount of Compensation Actually Paid ("CAP") to our Chief Executive Officer ("CEO"), Scott Schaeffer, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Schaeffer during the applicable year. To calculate CAP to Mr. Schaeffer, for 2024, the following amounts were deducted from and added to Summary Compensation Table ("SCT") total compensation. CEO SCT Total to CAP Reconciliation:
Pay versus Performance
| Year | SCT Total | Deductions from SCT Total (i) | Additions to SCT Total (ii) | CAP | | 2024 | $5,034,440 | $2,524,771 | $6,331,479 | $8,841,148 |
Pay versus Performance
(i)Represents the grant date fair value of equity-based awards, as shown in the Stock Awards column of the Summary Compensation Table. (ii)Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The equity component of CAP is further detailed in the supplemental table below. CEO Equity Component of CAP:
Pay versus Performance
| Year | Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested as of Year End | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years and Outstanding and Unvested as of Year End | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that were Forfeited in the Year | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2024 | $3,872,209 | $1,583,099 | $— | $781,185 | $— | $94,986 | $6,331,479 |
Pay versus Performance
(2)The dollar amounts reported in column (e) represent the average amount of CAP to the non-CEO named executive officers (“Non-CEO NEOs”) as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-CEO NEOs during the applicable year. The Non-CEO NEOs reflected in columns (d) and (e) consist of the following individuals for each of 2020 - 2024: James Sebra and Jason Delozier. In addition, Farrell Ender and Jessica
Pay versus Performance
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Pay versus Performance
Norman are included as Non-CEO NEOs from 2020-2023, Ella Neyland is included as a Non-CEO NEO for 2022 only and Ms. Weisbaum is included as a Non-CEO NEO for 2023 and 2024. To calculate CAP to our Non-CEO NEOs for 2024, the following amounts were deducted from and added to SCT total compensation. Average Non-CEO NEOs SCT Total to CAP Reconciliation:
Pay versus Performance
| Year | SCT Total | Deductions from SCT Total (i) | Additions to SCT Total (ii) | CAP | | 2024 | $1,483,302 | $502,644 | $1,191,399 | $2,172,057 |
Pay versus Performance
(i)Represents the grant date fair value of equity-based awards, as shown in the Stock Awards column of the Summary Compensation Table. (ii)Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The equity component of CAP is further detailed in the supplemental table below. Average Non-CEO NEOs Equity Component of CAP:
Pay versus Performance
| Year | Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested as of Year End | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years and Outstanding and Unvested as of Year End | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that were Forfeited in the Year | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2024 | $770,906 | $246,878 | $— | $125,551 | $— | $48,064 | $1,191,399 |
Pay versus Performance
(3)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the constituent members of the FTSE NAREIT Equity Index, which we use to prepare the stock performance graph in our Form 10-K. We previously used the FTSE NAREIT Apartment Index for this disclosure, which is the index we use to determine our relative TSR performance for the objective component of our annual PSU awards. We changed the index used for this disclosure based on updated SEC guidance. Had we continued to use the FTSE NAREIT Apartment Index, the peer group TSR would have been as follows: $119.35 (2024), $97.85 (2023), $94.43 (2022), $135.61 (2021) and $84.73 (2020). (4)We believe this non-GAAP financial measure is an additional appropriate measure of our operating performance. Please see Appendix A to this Proxy Statement for a discussion of CFFO, a non-GAAP financial measure, and a reconciliation to net income (loss), the most directly comparable GAAP financial measure.
Pay versus Performance
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Director Compensation
Director Compensation Our director compensation is designed with the goals of attracting and retaining highly qualified individuals to serve as independent directors and to fairly compensate them for their time and efforts. For 2024, our non-management directors received the following compensation for their service as directors: •A standard non-management Board member retainer per year of: •$90,000 cash effective as of July 16, 2024, and $80,000 cash prior to this date; and •$90,000 worth of IRT stock, based on the volume weighted average of our closing stock price on the NYSE for the 20 trading days prior to the grant date; •Lead Independent Director retainer per year of $25,000 cash •Chair retainers per year of: •$20,000 cash for the Audit Committee Chair; •$15,000 cash for the Compensation Committee Chair; •$12,500 cash for the Nominating Committee Chair effective as of July 16, 2024, and $10,000 cash prior to this date; •$5,000 cash for the Investment Committee; and •$5,000 cash for the Risk Committee. •Committee member (other than the Chair) retainers per year of: •$10,000 cash for the Audit Committee members effective as of July 16, 2024, and $7,500 cash prior to this date; •$5,000 cash for the Compensation Committee members; •$5,000 cash for the Nominating Committee members; •$5,000 cash for the Investment Committee; and •$5,000 cash for the Risk Committee. Our directors are also reimbursed for their out-of-pocket expenses in attending Board and committee meetings and up to $3,500 annually for education activities. The following table sets forth information regarding the compensation earned during 2024 by each of our non-management directors:
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | | Stephen R. Bowie | $94,592 | $96,764 | $191,356 | | Ned W. Brines | $111,702 | $96,764 | $208,466 | | Richard D. Gebert | $109,592 | $96,764 | $206,356 | | Melinda H. McClure | $104,389 | $96,764 | $201,153 | | Thomas H. Purcell (2) | $114,592 | $96,764 | $211,356 | | Ana Marie del Rio | $89,592 | $96,764 | $186,356 | | DeForest Soaries, Jr., D.Min | $96,130 | $96,764 | $192,894 | | Lisa Washington | $94,592 | $96,764 | $191,356 | | Craig Macnab | $71,625 | $96,764 | $168,389 |
Director Compensation
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Director Compensation
(1)On May 15, 2024, each non-management director then in service received 5,516 shares of our common stock. These awards vested immediately. The value in this column differs slightly from the $90,000 amount shown in the summary of Director Compensation above because, in accordance with SEC rules, the value in this column is based on the closing price of our common stock on the grant date ($17.23), whereas the $90,000 amount in the summary of Director Compensation is based on the volume weighted average of the closing price of our common stock for the 20 trading days prior to the grant date ($16.03). (2)Mr. Purcell is retiring from our Board effective upon the expiration of his term at the Annual Meeting. For 2025, after considering the levels of non-employee director compensation at our peer companies and consulting with the independent compensation consultant, our Compensation Committee has elected to increase the annual director equity award value from $90,000 to $100,000 (still based on the volume weighted average of our closing stock price on the NYSE for the 20 trading days prior to the grant date). Otherwise, non-employee director compensation remains unchanged for 2025.