UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                              Filed by a Party other than the Registrant  ☐

Check the appropriate box:

INDEPENDENCE REALTY TRUST, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

INDEPENDENCE REALTY TRUST, INC.

Two Liberty Place

50 S. 16^th Street, Suite 3575

Philadelphia, PA 19102

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 17, 2018

To the Stockholders of INDEPENDENCE REALTY TRUST, INC.:

Notice is hereby given that the annual meeting (the “Annual Meeting”) of stockholders of INDEPENDENCE REALTY TRUST, INC., a Maryland corporation (“IRT”), will be held at Two Liberty Place, 50 S. 16^th Street, Third Floor, Philadelphia, PA 19102, on Thursday, May 17, 2018, at 9:00 A.M., Philadelphia time, for the following purposes:

1. To elect seven directors to serve until the next annual meeting of stockholders in 2019.

2. To approve the selection of KPMG LLP as the independent registered public accounting firm for IRT for the fiscal year ending December 31, 2018.

3. To transact such other business as may properly be brought before the Annual Meeting and any adjournment, postponement or continuation thereof.

Only stockholders of record on the books of IRT at the close of business on March 30, 2018 will be entitled to notice of and to vote at the Annual Meeting or any adjournments thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection at the Annual Meeting and at the offices of IRT given above. The stock transfer books will not be closed.

We have elected to take advantage of Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their stockholders on the Internet. We believe that the rules will allow us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting.

Please vote your proxy by telephone or the Internet as described in the instructions on the Notice. If you received paper copies of proxy materials, you can also sign, date and return the accompanying proxy in the enclosed envelope, which does not require postage if mailed in the United States. If your shares are held of record in a brokerage account, please follow the instructions you receive from your broker. 

OF SHAREHOLDERS

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU ATTEND THE ANNUAL MEETING IN PERSON, WE URGE YOU TO VOTE AS SOON AS POSSIBLE. INSTRUCTIONS ON HOW TO VOTE ARE CONTAINED IN THE PROXY STATEMENT.

April 2, 2018

Independence Realty Trust, Inc.

Proxy Statement

Table of Contents

INDEPENDENCE REALTY TRUST, INC.Table of Contents

Two Liberty Place

50 S. 16^th Street, Suite 3575

Philadelphia, PA 19102

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

GENERAL

Introduction

INFORMATION ABOUT THE MEETING AND VOTING

What am I Voting on?

Our Board of Directors is soliciting your vote for:

Our Board of Directors is also requesting you to cast an advisory, non-binding vote on:

If any other matter should be properly presented at the annual meeting will be held on Thursday, May 17, 2018, at 9:00 A.M., Philadelphia time, at Two Liberty Place, 50 S. 16^th Street, Third Floor, Philadelphia, PA 19102,or any adjournment or postponement of the annual meeting for action by the purposes set forthstockholders, the persons named in the accompanying notice. Only stockholdersproxy card will vote the proxy in accordance with their discretion on such matter.

What are the Board’s Recommendations?

Our Board recommends that you vote FOR the election of record at the close of business on March 30, 2018 will be entitled to notice of and to vote at the annual meeting. Unless we have indicated otherwise, or the context otherwise requires, referencesseven nominees identified in this proxy statement, with each to “IRT,” “we,” “us,” and “our” or similar terms are to Independence Realty Trust, Inc. and its subsidiaries. If you wish to attendserve as a director for a term expiring at the 2022 annual meeting of stockholders and until his or her successor is duly elected and qualified.

Our Board recommends that you vote in person,FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for calendar year 2021.

Our Board recommends that you may contact Investor Relations at (212) 277-4322 for directions.vote FOR the advisory, non-binding resolution on our executive compensation.

Who is Entitled to Vote?

This proxy statement is furnished in connection with the solicitation by the board of directors of IRT, or the board, of proxies from holdersHolders of shares of our common stock, par value $0.01 per share, or our common stock, to be used at the annual meeting, and at any and all adjournments thereof. Proxies in the accompanying form, properly executed and duly returned to IRT, and not revoked, will be voted at the annual meeting and any and all adjournments thereof.  

In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of this proxy statement and the accompanying form of proxy to each stockholdershares, of record we are furnishing proxy materials, including this proxy statement, by providing access to such documents on the Internet. Stockholders will not receive printed copiesas of the proxy materials unless they request them. Instead, commencing on or about April 3, 2018, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be sent to our stockholders, which will instruct you as to how to access and review the proxy materials on the Internet. If you would like to receive a paper or email copy of our proxy materials, please follow the instructions for requesting such materials in the Notice.

Revocation of Proxy

If a proxy in the accompanying form is executed and returned, it may nevertheless be revoked at any time before its exercise by giving written notice of revocation to our secretary at the address given at the top of this page, by submitting a later dated proxy or by attending the annual meeting and voting in person.

Expenses and Manner of Solicitation

We will bear the cost of soliciting proxies. Our directors, officers and regular employees may solicit proxies either personally, by letter or by telephone. We will not specifically compensate our directors, officers or employees for soliciting proxies. We expect to reimburse banks, brokers, and other persons for their reasonable out-of-pocket expenses in handling proxy materials for beneficial owners of shares of our common stock.

VOTING AT THE ANNUAL MEETING

At the annual meeting, only those holders of shares of our common stock at the close of business on March 30, 2018,25, 2021 are entitled to notice of, and to vote at, the annual meeting. Common shares may be voted only if the stockholder is present in person or is represented by proxy at the annual meeting. As of the record date, will be102,037,422 common shares were issued and outstanding and entitled to vote. As of the record date, 86,974,597 shares of ourEach common stock were outstanding. Each holdershare is entitled to one vote per share on each matter of business properly brought beforeto be voted on at the annual meeting. Stockholders do not have cumulative voting rights. IRT has an authorized capitalization

What Constitutes a Quorum?

The holders of 350,000,000 shares of stock, consisting of 300,000,000 shares of our common stock and 50,000,000 shares of preferred stock, par value $0.01 per share. As of March 30, 2018, 899,215 common units, or IROP OP units, of IRT’s operating partnership, Independence Realty Operating Partnership, LP, or IROP, were outstanding and held by entities and persons unaffiliated with IRT. These IROP OP units are subject to exchange agreements containing the terms and conditions under which they could be exchanged for cash in an amount equal to the value of an equivalent number of shares of our common stock asa majority of the date IROP receives contributor’s notice of its desire to exchange or, at IROP’s option, for the equivalent number ofoutstanding common shares of our common stock. Holders of IROP OP units are not entitled to vote at the annual meeting and these exchange agreements do not confer any rights upon these holders as stockholders of IRT.

The presence at the annual meetingmust be present in person or by proxy of holders of outstanding shares of our common stock entitled to cast a majority of all the votes entitled to be cast at the annual meeting will constitute a quorum. The presence ofUnless a quorum for any

proposal establishes a quorum for all of the proposals, even if holders of outstanding shares of our common stock entitled to cast a majority of all the votes entitled to be castis present at the annual meeting do not vote on all of the proposals.  For instructions on voting, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail or, if you received a hard copy of this proxy statement, on the enclosed proxy.

Shares of our common stock represented

meeting, no action may be taken at the annual meeting in person or by proxy but not voted on one or more proposalsexcept the adjournment thereof to a later time.  All valid proxies returned will be included in determining the presencedetermination of whether a quorum is present at the meeting. The shares of a quorum for all of the proposals, but will not be considered caststockholder whose ballot on any proposal on which they were not voted. or all proposals is marked as “abstain” will be treated as present for quorum purposes. “Broker non-votes,” as discussed below, will also be treated as present for quorumpurposes.

What is a Broker Non-Vote?

A failure by brokers to vote in person or by proxy shares of our common stock held by them in nominee name will mean that such shares of our common stock will not be counted for the purposes of establishing a quorum and will not be voted.

We refer to the situation where“broker non-vote” occurs when a broker or other nominee holding shares for a beneficial owner returns a properly executed proxy but does not receivecast a vote on a particular proposal because the broker or nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner of shares of our common stock on a particular matter and indicates on the proxy delivered with respect to such shares of our common stock that it does not have discretionary authority to vote on that matter as a broker “non-vote.” For broker non-votes, those shares of our common stock will be considered as present for the purpose of determining whether a quorum exists, but will not be considered cast on any proposal on which they were not voted. With respect to abstentions, those shares of our common stock will be considered as present for the purpose of determining whether a quorum exists, but, under Maryland law, are not considered to be votes cast on a proposal.

owner. Brokers that are member firms of the New York Stock Exchange, or NYSE, and who hold shares of our common stockshares in street name for customers generally may vote their customers’ shares on proposals considered to be “routine” matters under the NYSE rules and may not vote their customers’ shares on proposals that are not considered to be “routine” matters under the NYSE rules if the customers have not furnished voting instructions within a specified period of time prior to the annual meeting. Proposal One, described belowthe election of directors, is not considered to be a “routine” mattersmatter under the NYSE rules. Proposal Two, described belowratification of the appointment of our independent registered public accounting firm, is considered a “routine” matter under the NYSE rules.

Proposal 1. In orderThree, an advisory non-binding resolution on our executive compensation, is not considered to be a “routine” matter under the NYSE rules.

How are Abstentions Treated?

Abstentions are treated as present for quorum purposes, but are not considered to be votes cast.

What Vote is Required to Approve Each Proposal?

How Do I Vote?

Should

How May I Revoke or Change my Vote?

You may revoke your proxy at any matters not described abovetime before it is voted at the annual meeting by any of the following methods:

What Does it Mean if I Receive More Than One Proxy Card?

Some of your shares may be registered differently or in more than one account. You should vote each of your accounts by telephone or the Internet or mail. If you mail proxy cards, please sign, date and return each proxy card to assure that all of your shares are voted. If you hold your shares in registered form and wish to combine your accounts in the future, you should contact our transfer agent, AST Financial, at help@astfinancial.com, phone (800) 937-5449; outside the U.S., phone (718) 921-8300. Combining accounts reduces excess printing and mailing costs, resulting in savings for us that benefit you as a stockholder.

What if I Receive Only One Set of Proxy Materials Although There are Multiple Stockholders at My Address?

If you and other residents at your mailing address own common shares you may have received a notice that your household will receive only one annual report, proxy statement and Notice of Internet Availability of Proxy Materials. If you hold common shares in street name, you may have received this notice from your broker or other custodian and the notice may apply to each company in which you hold shares through that broker or custodian.  This practice of sending only one copy of proxy materials is known as “householding.” The reason we do this is to attempt to conserve resources. If you did not respond to a timely notice that you do not want to participate in householding, you were deemed to have consented to the process. If the foregoing procedures apply to you, one copy of our annual report, proxy statement and Notice of Internet Availability of Proxy Materials has been sent to your address. You may revoke your consent to householding at any time by sending your name, the name of your brokerage firm, and your account number to AST, Householding Department, 6201 15th Avenue, Brooklyn, NY 11219, or by calling telephone number (800) 937-5449. The revocation of your consent to householding will be effective 30 days following its receipt. In any event, if you did not receive an individual copy of this proxy statement, our annual report and Notice of Internet Availability of Proxy Materials, we will send a copy to you, free of charge, if you address your request to Independence Realty Trust, Inc., 1835 Market Street, Suite 2601, Philadelphia, Pennsylvania 19103, Attention: Jessica K. Norman, Secretary, or by calling Ms. Norman at (267) 270-4800. If you are receiving multiple copies of our annual report, proxy statement and Notice of Internet Availability of Proxy Materials, you may request householding by contacting Ms. Norman in the same manner.

How Can I Access the Proxy Materials Electronically?

This proxy statement and our 2020 annual report are available at the following website: www.proxydocs.com/IRT.

Will I Receive a Copy of the Annual Report and Form 10-K?

We have furnished our 2020 annual report with this proxy statement. The 2020 annual report includes our audited financial statements, along with other financial information about us. Our 2020 annual report is not part of the proxy solicitation materials. You may obtain, free of charge, a copy of our Annual Report on Form 10-K for our fiscal year ended December 31, 2020 by: (1) accessing our Internet site at www.irtliving.com and clicking on the “Investor Relations” link; (2) writing to our Secretary, Jessica K. Norman, at 1835 Market Street, Suite 2601, Philadelphia, Pennsylvania 19103; or (3) calling Ms. Norman at (267) 270-4800. You may also obtain a copy of our Annual Report on Form 10-K and other periodic and current reports that we file with, or furnish to, the Securities and Exchange Commission (“SEC”) from the SEC’s EDGAR database at www.sec.gov.

Who is Soliciting My Vote and Who Bears the Expenses of the Proxy Solicitation?

We are soliciting proxies and will bear the cost of the solicitations. Our directors, officers and regular employees may solicit proxies either personally, by letter or by telephone. We will not specifically compensate our directors, officers or employees for soliciting proxies. We expect to reimburse banks, brokers and other persons namedfor their reasonable out-of-pocket expenses in handling proxy materials for beneficial owners of our common shares. We have retained D.F. King for a fee of $8,500, plus reasonable out of pocket expenses, to aid in the solicitation of proxies from our stockholders.

How Do I Submit a Stockholder Proposal for Next Year’s Annual Meeting?

Stockholder proposals may be submitted for inclusion in the proxy will votestatement for our 2022 annual meeting of stockholders in accordance with their judgment. Therules of the SEC. See “Stockholder Proposals and Director Nominations — Stockholder Proposals Submitted Pursuant to Rule 14a-8” later in this proxy authorizes these persons,statement. Any stockholder who wishes to propose any business at the 2022 annual meeting, other than for inclusion in their discretion,our proxy statement pursuant to vote upon such matters as may properlyRule 14a-8, must provide timely notice and satisfy the other requirements in our Bylaws. Proposals should be brought before the meetingdelivered or any adjournment, postponement or continuation thereof.mailed to our Secretary, Jessica K. Norman, at 1835 Market Street, Suite 2601, Philadelphia, Pennsylvania 19103. See “Stockholder Proposals and Director Nominations — Director Nominations and Stockholder Proposals not Submitted pursuant to Rule 14a-8” later in this proxy statement.

PROXY SUMMARY

This summary highlights selected information contained elsewhere in this proxy statement.  This summary does not contain all of the information that you should consider in deciding how to vote.  You should read the entire proxy statement carefully before voting.

All references in this proxy statement to “IRT,” “we,” “us,” “our,” or the “Company” shall refer to Independence Realty Trust, Inc. and its subsidiaries.

VOTING AT the 2021 ANNUAL MEETING OF STOCKHOLDERS

VOTING MATTERS

2020 BUSINESS HIGHLIGHTS

* Please see “Compensation Discussion and Analysis” later in this proxy statement and Appendix A to this proxy statement for a discussion of non-GAAP financial measures and reconciliations to the most directly comparable GAAP financialmeasures.

EVOLUTION OF OUR CORPORATE SUSTAINABILITY PROGRAM

We are aligned with our Board in our committment to corporate social responsibility and good governance, as evidenced by our concerted efforts over recent years to enact changes to increase transparency and adopt practices which are in the best interest of all stakeholders.  The following are some initiatives taken over recent years by us and our board to bolster our Environmental, Social and Governance (“ESG”) program and enhance disclosure to our key stakeholders:

PROPOSAL 1. ELECTION OF DIRECTORS

Directors

Our by-laws provide thatbusiness and affairs are managed under the number of directors shall be fixed by resolutiondirection of the board, provided that there shall never be less thanBoard of Directors. Our Board currently consists of seven directors, all of whom have been nominated for election at the minimum number required by Maryland law, nor more than 15. The board has fixed the number of directors at seven. All directors are electedannual meeting, with each to serve for a term expiring at the next annual meeting of one yearstockholders and until his or until their successors areher successor is duly elected and qualified.

In selecting nominees, our Board and its Nominating and Governance Committee, which we refer to as our 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.

The board,Board, upon the recommendation of its nominating and governance committee, or the nominating committee,Nominating Committee, has nominated each of Scott F. Schaeffer, William C. Dunkelberg, Ph.D., Richard D. Gebert, Melinda H. McClure, Mack D. Pridgen III, Richard H. Ross, and DeForest B. Soaries, Jr., D.Min. and Lisa Washington for election at the annual meeting to serve for a term to expireexpiring at the 2019 annual meeting or until their successors are elected or appointed.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE NOMINEES NAMED IN PROPOSAL 1.

It is the intention of the persons named in the enclosed proxy, in the absence of a contrary direction, to vote for the election of all of the nominees named in Proposal 1. Should any of the nominees become unable or refuse to accept nomination or election as a director, the persons named as proxies intend to vote for the election of such other person as the nominating committee may recommend. The board knows of no reason why any of the nominees might be unable or refuse to accept nomination or election.

Information is set forth below regarding the principal occupation of each nominee.

Names of Directors, Principal Occupations and Other Information

Scott F. Schaeffer, age 55, has served as the chairman of our board since January 2011, as our chief executive officer since February 2013 and as our president 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 chairman 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 IRT 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 chairman 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. Mr. Schaeffer was selected to serve on our board primarily because of his substantial involvement in the acquisition and financing of apartment properties over his career in real estate. In addition, in the period prior to our management internalization, as the chief executive officer of RAIT, he was uniquely capable of committing our advisor’s resources to help us identify, acquire and finance investments in apartment properties.  

William C. Dunkelberg, Ph.D., age 75, has served as one of our independent directors since February 2011. Dr. Dunkelberg has served as the chairman of the board of directors since July 2005 and member of the audit committee since 2003 of Liberty Bell Bank, a publicly-traded commercial bank chartered in New Jersey. Dr. Dunkelberg serves as a Professor Emeritus in the College of Liberal Arts at Temple University in Philadelphia, Pennsylvania after having served as Professor of Economics from 1987 to his retirement in 2012 and as Dean of the School of Business and Management from 1987 to 1994. He has served as chief economist for the National Federation of Independent Business, a nonprofit industry association representing small and independent businesses, since 1973. Dr. Dunkelberg was a consultant to the National Federation of Independent Business from 1970 until he accepted the position as chief economist. He has served as Economic Strategist for Boenning & Scattergood, an independent investment banking firm, from April 2009 to June 2016. He co-founded Wireless Energy Solutions, a private company, in July 2009, and continues to serve on its board of directors. He previously served as a member of the board of directors of NCO Group, Inc., a public provider of business process outsourcing solutions, from 2000 until the company was sold in November 2006. Dr. Dunkelberg holds a Bachelor of Arts, a Master of Economics and a Doctor of Philosophy in Economics, each from the University of Michigan in Ann Arbor. Dr. Dunkelberg was selected to serve on our board of directors, or the board, primarily because of his expertise in economics and banking and his experience as a director of both public and private companies.

Richard D. Gebert, age 60, 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 since September 1, 2016.  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.  He

is 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 is a certified public accountant, and he holds a Bachelor of Business Administration from Temple University.  Mr. Gebert was selected to serve on our board because of his deep expertise in accounting and financial services.

Melinda H. McClure, age 50, has served as one of our independent directors since June 2017.  She served from 2006 to 2018 as the principal shareholder 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 as Senior Advisor of Freedom Capital Investment Management, an alternative asset investment manager from 2013 to 2016.  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 United Bank 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.  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.  She earned her Bachelor of Arts Degree from the University of Richmond.  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.

Mack D. Pridgen III, age 68, has served as one of our independent directors since September 2015 when he joined the board upon the consummation of our acquisition, or the TSRE acquisition, of Trade Street Residential, Inc., or TSRE, in accordance with the merger agreement relating to the TSRE acquisition. From June 2012 to September 2015, Mr. Pridgen served as a director of TSRE, including service as chairman of the board and the audit committee and as a member of the nominating and corporate governance committee. From October 2007 until February 2015, Mr. Pridgen served on the board of directors of AmREIT, a shopping center REIT, serving as audit committee chair and a member of the executive committee and the pricing committee. From 1997 until March 2007, Mr. Pridgen served as General Counsel, Vice President and Secretary of Highwoods Properties, Inc. (NYSE:HIW), a commercial REIT that owns and operates primarily suburban office properties, as well as industrial, retail and residential properties. Prior to joining Highwoods Properties, Inc., Mr. Pridgen was a partner with the law firm of Smith, Helms, Mulliss and Moore, LLP, with a specialized focus on the tax, corporate and REIT practices. Mr. Pridgen also served as a tax consultant for Arthur Andersen & Co. for 15 years. Mr. Pridgen received his Bachelor of Business Administration and Accounting degree from the University of North Carolina at Chapel Hill and his law degree from the University of California at Los Angeles School of Law. Mr. Pridgen was selected to serve on our board because of his legal and accounting financial expertise and experience with TSRE and other public REITs. Mr. Pridgen’s knowledge and experience in the area of accounting and tax, with a focus on REITs and his experience as a former executive with a publicly-traded REIT, as well as his familiarity with TSRE’s portfolio and the multi-family business more generally, contribute to the mix of qualifications and experience the board seeks to maintain.

Richard H. Ross, age 59, has served as one of our directors since September 2015 when he joined the board upon the consummation of the TSRE acquisition in accordance with the merger agreement relating to the TSRE acquisition. Since February 2016, Mr. Ross has served as executive vice president and chief financial officer of Branch Properties, LLC, or Branch, a private real estate investment firm focused primarily on high-quality, grocery-anchored neighborhood and community shopping centers located in the southeastern United States. Prior to that, Mr. Ross served as chief executive officer and president of TSRE from February 2014 to September 2015. Prior to that, Mr. Ross served as chief financial officer of TSRE since August 2013, having previously served as a financial consultant to TSRE from February 2013 to August 2013. In March 2011, Mr. Ross founded Chiron Consulting, LLC, an independent financial and operations consultancy, where he worked until becoming TSRE’s chief financial officer. From April 1998 to December 2010, Mr. Ross served as the chief financial officer for Branch. From April 1997 to April 1998, Mr. Ross served as the chief financial officer of Gearon Communications, a developer of wireless and telecommunications networks in the U.S. From November 2014 to February 2016, Mr. Ross was a director of Plymouth Industrial REIT, Inc., a real estate investment trust focused on industrial properties. Mr. Ross is a Certified Public Accountant in the states of Florida and Georgia. Mr. Ross was selected to serve on our board because of his accounting and financial expertise and experience with public REITs and his familiarity with TSRE’s portfolio and the multi-family business more generally.

DeForest B. Soaries, Jr., D.Min., age 66, has served as one of our independent directors since February 2011. Dr. Soaries has served as a director for the Federal Home Loan Bank of New York since January 2009, a position which he previously 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. Since 1990, he has served as the Senior Pastor of the First Baptist Church of Lincoln Gardens in Somerset, New Jersey, where he currently leads a congregation of 7,000 members. Since January 2015, he has served as a director on the board of directors, or the Ocwen board, of Ocwen Financial Corporation (NYSE: OCN), a publicly traded financial services holding company engaged in the servicing and origination of mortgage loans, and serves as a member of the audit committee of the Ocwen board. From 2004 to 2005, he served as the first chairman 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 and is currently developing a mixed-use property with approximately 80 senior housing units. 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. 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 director of the Federal Home Loan Bank of New York.  

Information Concerning Our Board of Directors, Committees and Governance

Corporate Governance Profile

Our shares of common stock are listed on the NYSE under the symbol “IRT” and we are subject to the NYSE’s listing standards. We have adopted corporate governance guidelines and charters for the audit, compensation and nominating committees of the board intended to satisfy NYSE listing standards. We have also adopted a code of ethics, or the code of ethics, for our directors, officers and employees intended to satisfy NYSE listing standards and the definition of a “code of ethics” set forth in applicable Securities and Exchange Commission, or SEC, rules. Our corporate governance guidelines, code of ethics and these charters are available on our website at www.irtliving.com.

We operate under the direction of our board of directors. Our board is responsible for the overall management and control of our affairs.  Until December 20, 2016, we were externally managed and advised by Independence Realty Advisors, LLC, or IRA, which was a wholly owned subsidiary of RAIT.  On December 20, 2016, we completed our management internalization and became an internally managed company by acquiring IRA and defined assets and liabilities of our property manager, RAIT Residential, which was also a wholly owned subsidiary of RAIT.  Prior to the completion of our management internalization, our board had delegated authority to make investments within certain parameters to IRA and our board’s prior approval for investments outside those parameters was required.   As a result of our management internalization, all of our executive officers and property managers have become employed by IRT.  Our board of directors reviews all investment decisions involving the acquisitions of properties at least quarterly with management. In connection with negotiations between us and RAIT regarding our management internalization, our board formed a special committee, or the special committee, comprised of three independent directors to represent IRT’s interests.

We currently have seven directors, five of whom are independent directors under standards established by the SEC and the NYSE. Our independent directors are Dr. Dunkelberg, Mr. Gebert, Ms. McClure, Mr. Pridgen and Dr. Soaries. Directors are elected annually by our stockholders, and there is no limit on the number of times a director may be elected to office. Each director serves until the next2022 annual meeting of stockholders or (if longer)and until his or her successor is duly elected and qualifies.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 2022 annual meeting of stockholders and until his or her successor is duly elected and qualified.

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 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. Moreover, in furtherance of its commitment to a policy of inclusiveness and to pursuit of diversity, our Board amended our Corporate Governance Guidelines in February 2021 to ensure that our Nominating and Governance Committee will include, and will have any search firm it engages include, racially/ethnically and gender diverse candidates in the initial pool from which the Nominating and Governance Committee selects director candidates and will require that any firm it may engage for any external search for a chief executive officer candidate to include racially/ethnically and gender diverse candidates in the initial pool.  Set forth below is a snapshot of the composition of our Board of Directors immediately following the Annual Meeting if the seven individuals nominated for election at the annual meeting are re-elected.

Director Biographies

Set forth below are biographical summaries of the individuals nominated for election at the annual meeting.

Corporate Governance Documents

Director Independence and Independence Determinations

None of our directors qualifies as independent unless our Board affirmatively determines that the director has no direct or indirect material relationship with us. Our Corporate Governance Guidelines define independence in accordance with the independence standards established by the NYSE and require our Board to review the independence of all directors at least annually. Our Board has affirmatively determined that six of our seven directors are independent under NYSE standards, specifically: Dr. Dunkelberg, Mr. Gebert, Ms. McClure, Mr. Pridgen, Dr. Soaries and Ms. Washington. In making its independence determinations, our Board considered and reviewed all information known to it (including information identified through annual directors’ questionnaires).

Board Leadership Structure

Our Board’s leadership structure is designed to promote Board effectiveness and to appropriately allocate authority and responsibility between Board and management. Our Board has no policy in principle with respect to the separation of the offices of chairmanChair and the chief executive officer.Chief Executive Officer. From January 2011 to February 2013, these offices were separated with Mr. Schaeffer serving as Chair. Since February 2013, Mr. Schaeffer has served as both chairmanChair and chief executive officer. From January 2011 to February 2013, the offices were separated with Mr. Schaeffer serving as chairman. In the periods when the positions of chairman and chief executive officer have been held by the same person, including the current time, no lead independent director has been designated. The board believes that our corporate governance guidelines provide it with appropriate flexibility to determine from time to time the leadership structure for IRT that best enables it to pursue its business strategies and goals. The boardChief Executive Officer. Our Board considered Mr. Schaeffer’s significant experience in the industry, with IRT and with RAITall aspects of our business as part of its rationale for deciding to combine the roles. The boardroles of Chair and Chief Executive Officer. Our Board believes that itsour current leadership structure is appropriate at this time because itthe structure enhances Mr. Schaeffer’s ability to provide strong and consistent leadership and a unified voice for IRTus and because the boardour Board believes its governance processes, as reflected in our corporate governance guidelinesCorporate Governance Guidelines and boardBoard committee charters, preserve boardBoard independence by ensuring independent discussion among directors and independent evaluation of, and communication with, members of senior management.

We have structured To further preserve Board independence, our corporate governance inCorporate Governance Guidelines require the independent directors to appoint a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance structure includeLead Independent Director if the following:

management. The board held a total of 13 meetings during 2017. The board currently has a standing audit committee, compensation committee and nominating committee. The current directors who serve on these committees,Lead Independent Director promotes open dialogue among the current chairman of these committees and the number of meetings these committees held during 2017 are set forth in the chart below and any changes in the board, each committee’s chairman and membership since the beginning of 2017 are described in the footnotes to the chart below:

Non-Management Directors

Our corporate governance guidelines provide that directors are invited and encouraged to attendBoard holds regular executive sessions of non-management directors. In addition, our annual meeting of stockholders. All of our directors serving at the time, except for Mr. Pridgen, attended our 2017 annual meeting of stockholders.

Our corporate governance guidelines provide that the independent directors will meet in executive session on a regularly scheduled basis, but not less frequently than quarterly. Our corporate governance guidelinesCorporate Governance Guidelines provide that the director who presidesLead Independent Director shall preside at these meetings.

Lead Independent Director

Our Corporate Governance Guidelines provide that when the positions of Chair and Chief Executive Officer are combined, the independent directors shall annually appoint an independent director to serve as Lead Independent Director for a one-year term and until his or her successor is appointed. The Lead Independent Director will preside at any meeting of the Board at which the Chair is not present, including at executive sessions for independent and non-management directors, at meetings or portions of meetings on topics where the Chair or the Board raises a possible conflict, and when requested by the Chair.  The Lead Independent Director may call meetings of the independent and non-management directors or of the Board, at such time and place as he or she determines.

The Lead Independent Director will approve Board meeting agendas and schedules for each Board meeting, and may add agenda items in his or her discretion. The Lead Independent Director will have the opportunity to review, approve and/or revise Board meeting materials for distribution to and consideration by the Board; will facilitate communication between the Chair and Chief Executive Officer and the independent and non-management directors, as appropriate; will be rotated each meeting amongavailable for consultation and communication with stockholders where appropriate; and will perform such other functions as the chairs of the audit committee, compensation committeeBoard may direct.

Communications with our Independent Directors and nominating committee, in the following order: audit committee chairman, compensation committee chairman and nominating committee chairman. Board

Our corporate governance guidelinesCorporate Governance Guidelines provide that any interested parties desiring to communicate with theour independent directors regarding IRT may directly contact such directors by delivering correspondence in care of IRT’s secretaryour Secretary at the address of our principal executive office on the cover page hereof. Stockholdersoffices at 1835 Market Street, Suite 2601, Philadelphia, Pennsylvania 19103. In addition, stockholders may send communications to the boardour Board by sending them to IRT’s secretary as well.in care of our Secretary.  The secretarySecretary will forward these communications to the chairmanChair of the audit committee,Audit Committee, who will distribute them to the board membersdirectors to whom the communications are addressed.addressed or as the subject matter warrants. If a stockholder prefers to raise concerns in a confidential or anonymous manner, the concern may be sent in care of our Compliance Officer at our principal executive offices.

Limits on Service on Other Boards

In our Corporate Governance Guidelines, our Board recognizes its members benefit from service on the boards of other companies. The Board encourages this service but also believes it is critical that our directors have the opportunity to dedicate sufficient time to their service on IRT’s Board. To this end, our Corporate Governance Guidelines provide that our directors may not serve on more than two other public company boards (excluding the Board) without the Board’s consent. None of our directors currently serve on more than one other public company board.

Director Tenure

Our directors are elected annually. Our Board does not believe it should establish term limits for directors, as it believes term limits have the disadvantage of losing the contribution of directors who have been able to develop, over a period of time, increasing insight into the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole. Instead the Board prefers to rely upon the evaluation procedures described below as the primary method of ensuring each director continues to act in a manner consistent with the best interests of the Company, its stockholders, and the Board.

Risk Oversight

Our Board as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant Board committees that report on their deliberations to the Board. The oversight responsibility of the Board and its committees is enabled by management reporting processes that are designed to provide visibility to the Board about the anticipation, identification, assessment and management of critical risks and management’s risk mitigation strategies. These areas of focus include, among other things, competitive, economic, operational, financial (accounting, credit, liquidity and tax), legal, regulatory, compliance and reputational risks. Our Board and its committees oversee risks associated with their respective principal areas of focus, as summarized below. Our Audit Committee oversees risks and exposures associated with financial matters, particularly financial reporting, tax (including compliance with REIT rules), accounting, disclosure, internal control over financial reporting, cybersecurity, financial policies, investment guidelines, development and leasing, and credit and liquidity matters.  In addition, the Audit Committee oversees the Company’s enterprise risk management practices to ensure that the Company is equipped to anticipate, identify, prioritize, and manage material risks to the Company Our Compensation Committee oversees risks associated with our executive compensation programs and arrangements, including incentive plans. Our Nominating Committee oversees risks associated with leadership, succession planning and talent development; and corporate governance.

RISK OVERSIGHT RESPONSIBILITIES OF THE BOARD AND ITS COMMITTEES

Board Role in Risk Oversight

Code of Ethics

We maintain a code of ethics for our directors, officers and employees in compliance with NYSE listing standards and the definition of a “code of ethics” set forth in applicable rules of the Securities and Exchange Commission, or SEC. The board’s role iscode of ethics reflects and reinforces our commitment to oversee IRT’s risk management process. The board oversees risk through: (i) reviewintegrity in the conduct of our business. Any waiver of the code of ethics for executive officers or directors may only be made by a majority vote of the disinterested directors or by the Audit Committee, acting as the Board’s “conflicts of interest” committee; and discussionany waiver will be disclosed promptly as required by law or stock exchange regulation, and, in addition, amendments to or waivers of regular periodic reports to the board and its committees, including management reports and studies on existing market conditions,

leasing activity and property operating data, as well as actual and projected financial results, and various other matters relatingour code of ethics that apply to our business; (ii) required approvalprincipal executive officer, principal financial officer, principal accounting officer, controller and persons performing similar functions and that relate to any matter enumerated in Item 406(b) of Regulation S-K promulgated by the audit committeeSEC will be disclosed on our website at

www.irtliving.com.

Hotline Submissions

Our Audit Committee has established procedures, set forth in our code of all related party transactions; (iii) reviewethics, for the submission of complaints about our accounting or auditing matters. These procedures include a hotline for the anonymous and discussionconfidential submission of drafts of IRT’s periodic reports toconcerns regarding questionable accounting or auditing matters. Any matters reported through the SEC; and (iv) regular periodic reports from our independent publichotline that involve accounting, firm and other outside consultants, if necessary, regarding various areas of potential risk, including, among others, those relating to the qualification of IRT as a REIT for U.S. federal income tax purposes and our internal controls over disclosurefinancial reporting or auditing matters will be reported to the Chair of our Audit Committee. Our current hotline number is (844) 348-1579.

Board and financial reporting.Committee Meetings; Attendance

Our Board held 13 meetings during 2020. Our Board currently has a standing Audit Committee, Compensation Committee and Nominating Committee. Agendas, schedules, and information distributed for meetings of Board committees are the responsibility of the respective Committee Chairs. All directors may request agenda items, additional information, and/or modifications to schedules as they deem appropriate, both for the Board and the committees on which they serve.

The audit committee enhancestable below provides 2020 membership and meeting information for each of these committees:

*Chair of the board’s oversightBoard

**Lead Independent Director

In 2020, all of risk management. The audit committee’s role is also onethe then-servicing directors attended at least 75% of oversight, recognizingthe aggregate of the total number of meetings of the Board and meetings held by committees of the Board on which he or she served. Our Corporate Governance Guidelines provide that management is responsible for executing IRT’s risk management practices. The audit committee’s responsibilities include discussing with management, the independent auditor and the internal auditor practices with respectour directors are expected to risk assessment and risk management, including significant financial risk exposures and the steps management has taken to monitor, control and report such exposures.

The compensation committee also enhances the board’s oversightattend our annual meeting of risk management by considering the impact of IRT’s compensation plans, and the incentives created by IRT’s compensation plans, on IRT’s risk profile.

Board Committees

We currently have a standing audit committee, compensation committee and nominating committee.stockholders. All of our standing committees consist solelythen-serving directors attended our 2020 annual meeting of independent directors, the principal functions of which are briefly described below. Our board of directors may from time to time establish other committees to facilitate our management.stockholders.

Audit Committee

Our board has established an audit committee consisting of threeAudit Committee

Each member of our Audit Committee is independent directors.  See “Information Concerning Our Boardunder NYSE standards and SEC regulations and each member of Directors, Committeesour Audit Committee is financially literate, knowledgeable and Governance-Corporate Governance Profile” above forqualified to review financial statements. The charter of our Audit Committee requires such independence and financial literacy as a description ofcondition to continued membership on the membership of the audit committee since January 1, 2017.Audit Committee. Mr. Gebert is the audit committee chairman andAudit Committee Chair is qualified as an audit“audit committee financial expert,expert” within the meaning of SEC regulations. Our Board reached its conclusion as defined by applicable rules promulgated byto the SECqualifications of Mr. Gebert based on his education and the NYSE corporate governance listing standards. experience in analyzing financial statements of a variety of companies.

Our audit committeeAudit Committee operates pursuant to a written charter adopted by our board. The principal functions ofBoard and reviewed for adequacy annually by the audit committee are oversight related to:

committee.    

The audit committeeOur Audit Committee is also responsible for engaging an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, including all audit and non-audit services, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls.

The audit committeeAudit Committee also prepares the audit committee report required by SEC regulations to be included in our annual proxy statement. The audit committeeAudit Committee has adopted audit and non-audit services pre-approval guidelines to govern its activities.

guidelines.

Our boardBoard has delegated oversight of compliance with our code of ethics to our audit committee,the Audit Committee, including the review of related party transactions and the granting of waivers to the code of ethics. If the audit committeeAudit Committee grants any waivers to the code of ethics for any of our executive officers and directors, we will promptly disclose such waivers as required by law or NYSE regulations.

Audit Committee Report

In connection with the preparation and filing of Independence Realty Trust, Inc.’s, or IRT, annual report on Form 10-K for the year ended December 31, 2017, or the annual report:

The audit committee has provided this report. This report shall not be deemed incorporated by reference by any general statement incorporating this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Act, and the Securities Exchange Act of 1934, as amended, or the Exchange Act, except to the extent IRT specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Securities Act or the Exchange Act.

Compensation Committee

Our board of directors has established a compensation committee consisting of threeEach member of our Compensation Committee is independent directors. See “Information Concerning Our Boardunder NYSE standards. The charter of Directors, Committees and Governance-Corporate Governance Profile” above forour Compensation Committee requires such independence as a description ofcondition to continued membership on the membership of the compensation committee since January 1, 2017.Compensation Committee. Dr. Soaries is the compensation committee chairman.Compensation Committee Chair. Our compensation committeeCompensation Committee operates pursuant to a written charter adopted by our board. The principal functionsBoard and reviewed for adequacy annually by the committee.

Our Compensation Committee retained Semler Brossy Consulting Group as its consultant for 2020. We describe the role of the compensation committee include:

Mr. Schaeffer, our chairman and chief executive officer, provides input and recommendations to the compensation committee for the compensation paid to each of our named executives and other officers and employees. The compensation committee considers these recommendations when making compensation decisions, including awards under the LTIP. Consistent with its charter, the compensation committee has delegated to its chairman the compensation committee’s authority to make the awards under the LTIP within defined parameters, including setting a limitcontinued membership on the aggregate number of shares subject to the awards and requiring that LTIP participants who receive awards cannot be (a) executive officers of IRT, (b) persons subject to Section 16(a) of the Exchange Act with respect to IRT or (c) “covered employees” as defined in Section 162(m)(3) of the Internal Revenue Code of 1986, as amended, or the IRC, with respect to IRT.  The compensation committee may delegate similar authority to its chairman in the future.  The compensation committee retains its authority and makes all awards under the LTIP outside these parameters, such as any awards to the named executives.

Under its charter, the compensation committee has authority to retain compensation consultants, outside counsel, and other advisors that the committee deems appropriate, in its sole discretion, to assist it in discharging its duties, and to approve the terms of retention and fees to be paid to such consultants. In February 2016, the compensation committee selected FPL Associates L.P., or FPL, to serve as the compensation committee’s independent compensation consultant going forward. The compensation committee has assessed the independence of FPL pursuant to the rules prescribed by the SEC and the NYSE and concluded that no conflict of interest existed in 2017 that would prevent FPL from serving as an independent consultant to the compensation committee. During 2017, the compensation committee engaged the law firm of Duane Morris LLP, or Duane Morris, to advise it regarding awards to be made under the LTIP. The compensation committee has reviewed these engagements using the factors set forth in NYSE standards for compensation committee consultants mandated by the Dodd-Frank Act. The compensation committee considers the attorneys at Duane Morris who represent the compensation committee to be independent from our management and independent under these standards.

Nominating Committee

Our board has established a nominating committee consisting of three of our independent directors. See “Information Concerning Our Board of Directors, Committees and Governance-Corporate Governance Profile” above for a description of the membership of the nominating committee since January 1, 2017.  Dr. DunkelbergCommittee. Ms. McClure is the nominating committee chairman.Nominating Committee Chair. Our nominating committeeNominating Committee operates pursuant to a written charter adopted by our board. The principal functions ofBoard and reviewed for adequacy annually by the nominating committee include:committee.

The nominating committeeNominating Committee uses a variety of methods for identifying and evaluating nominees for director. In recommending director nominees to the board,Board, the nominating committeeNominating Committee solicits candidate recommendations from its own members, other directors and management. It also may engage the services and pay the fees of a professional search firm to assist it in identifying potential director nominees. The nominating committeeNominating Committee assesses the appropriate size of the boardBoard and whether any vacancies on the boardBoard are expected due to retirement or otherwise. If vacancies are anticipated, or otherwise arise, the nominating committeeNominating Committee considers whether to fill those

vacancies and, if applicable, considers various potential director candidates. These candidates are evaluatedat regular or special meetings of the nominating committee,Nominating Committee, and may be considered at any point during the year. The nominating committeeNominating Committee seeks to make its recommendations for director nominees for each annual meeting to the boardBoard by the end of the first quarter eachyear.

The nominating committeeNominating Committee has not adopted specific, minimum qualifications or specific qualities or skills that must be met by a nominating committee-recommendedNominating Committee-recommended nominee. The nominating committeeNominating Committee seeks to ensure that the membership of the boardBoard and each committee of the boardBoard satisfies all relevant listing standard requirements of the NYSE and applicable laws and regulations and all requirements of our governance documents, as well as to provide directors who have a mixture of skills relevant to our business. The nature of the specific qualifications, qualities, experience or skills (including international versus domestic background, diversity, age, and legal and regulatory requirements) that the nominating committeeNominating Committee may look for in any particular director nominee depends on the qualifications, qualities, experience and skills of the rest of the directors at the time of any vacancy on the board.Board.

However, the Board believes its effectiveness is enhanced by being comprised of individuals with diverse backgrounds, skills and experience that are relevant to the role of the Board and the needs of our business. In 2021, consistent with its overall views with respect to diversity and in order to formalize our practice, the Nominating Committee enhanced our Corporate Governance Guidelines and the Charter of our Nominating Committee by amending such documents to specifically require that diverse candidates, based on ethnicity and gender, be included in the initial pool for any external search for director candidates. In addition, any search firm used for conducting any such searches is required to include such candidates in its initial pool of candidates. The nominating committee does not have a formal policy regardingNominating Committee, in consultation with the considerationBoard, will regularly review the changing needs with respect to the skills and experience of diversity in identifying director nominees beyond being committed to ensuring that no person would be excluded from consideration for service as a director of IRT as a result of their sex, race, religion, creed, sexual orientation or disability.Board members.

The nominating committeeNominating Committee will consider candidates for nomination as a director recommended by stockholders, directors, officers, third party search firms and other sources. In evaluating candidates, the nominating committeeNominating Committee considers the attributes of the candidate and the needs of the board,Board, and will review all candidates in the same manner, regardless of the source of the recommendation. The nominating committeeNominating Committee will consider individuals recommended by stockholders for nomination as a director in accordance with the procedures described under “Stockholder Proposals and Director Nominations.”

Board, Committee and Director Evaluations

Recognizing the importance of a rigorous self-evaluation process to allow boards to assess their performance and identify and address any potential gaps in the boardroom, our Board conducts an annual self-assessment of the performance of the Board, its committees and individual directors. The Chair of the Nominating Committee is responsible for leading the evaluation process, which takes place in advance of the annual consideration of director nominees. In the fourth quarter of 2020, the Chair of the Nominating Committee reviewed with the Board results of the most recent self-assessments. This annual evaluation process provides a way to monitor progress in certain areas targeted for improvement from year to year and to identify opportunities to enhance Board and committee effectiveness. The assessments confirm whether the current Board leadership and structure continue to be optimal for us and are an important factor taken into account by the Nominating Committee in making its recommendations to the Board regarding director nominees. As part of the evaluation process, each committee reviews its charter annually.

Stockholder Engagement

We believe that strong corporate governance should include regular engagement with our stockholders to enable us to understand and respond to stockholder concerns. Our senior management team, including our Chair

and Chief Executive Officer and Chief Financial Officer and members of our Investor Relations team, maintain regular contact with a broad base of investors, including through quarterly earnings calls, individual meetings and other channels for communication, to understand their concerns. In 2020, senior management held 132 meetings with institutional investors and research analysts, including, 2 non-deal roadshows and 4 investor conferences.

Corporate and Social Responsibility

We strive to create better places for our residents, neighbors and employees to work and live. We support our employees by investing in training, mentoring and continuing education opportunities, and we promote their health and productivity by providing them and their families with a robust benefits package. We enhance our resident living experience by improving their living environment through robust property management and on-site upgrades, and engaging with our residents through frequent satisfaction surveys and community events. We seek at all times to conduct our business and affairs in accordance with the highest standards of ethical conduct and in compliance with applicable laws, rules and regulations and we expect our partners and vendors to uphold the same standards. We support charities which aim to fight poverty and reduce homelessness.

Environmental and Sustainability Commitments

We are committed to establishing sustainable practices within our office and clubhouse environments and throughout our communities to reduce our impact on the environment and lower operating costs. In order to achieve our commitment, we seek out cost-effective opportunities to reduce our consumption, conserve water and use energy efficiently.

Stock Ownership Requirements

We have adopted stock ownership requirements for our non-employee Directors and our executive officers. The ownership requirements are to be satisfied six years after the later of (i) their election or appointment as a director or executive officer, as applicable, or (ii) April 1, 2018, the date we adopted the requirements. The requirements provide for a minimum beneficial ownership target of the Company’s common shares, as a multiple of the annual cash retainer, in the case of non-employee Directors, and base salary, in the case of executive officers, as follows:

All non-employee Directors and 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.

Anti-Hedging Policy

We do not consider it appropriate for any of our officers, directors or employees to enter into speculative transactions in our securities that are designed to hedge or offset any decrease in market value of our securities. As the result, we prohibit officers, directors or employees from purchasing puts, calls, options or other derivative securities based on our securities. The policy also prohibits hedging or monetization transactions, such as zero-cost

collars and forward sale contracts. Officers, directors and employees may also not purchase our securities on margin, borrow against any account in which our securities are held or otherwise pledge our securities.

Clawback Policy

Our Compensation Committee has adopted a Clawback Policy which applies to our executive officers. Under this policy, if the Company is required to prepare an accounting restatement due to material non-compliance with any financial reporting requirement under applicable securities laws, the Compensation Committee will seek to recover incentive compensation erroneously awarded during the three-year period preceding the publication of the restated financial statement, except to the extent the Committee determines that it would be impracticable, inequitable or otherwise inappropriate under the circumstances to do so. The method of recovery of erroneously awarded compensation will be determined by the Compensation Committee.

Additional Governance Matters

We do not have a shareholder rights plan, sometimes referred to as a poison pill. In addition, our Board has by revocable resolution exempted business combinations between us and any other person from the super-majority voting and other restrictions of the Maryland Business Combination Act.

PROPOSAL 2. APPROVALRATIFICATION OF THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ApprovalRatification of KPMGthe Selection of Independent Registered Public Accounting Firm

We are asking our stockholders to approve the selection ofOur Audit Committee has appointed KPMG LLP as our independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2018. 2021. KPMG LLP was first engaged as our independent registered public accounting firm in 2014 and has audited our financial statements for calendar year 2014 through and including calendar year 2020.

In selecting KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021, our Audit Committee considered a number of factors, including: (i) the professional qualifications of KPMG LLP, the lead audit partner and other key engagement team members; (ii) the performance and independence of KPMG LLP; (iii) the quality of the Audit Committee’s ongoing discussions with KPMG LLP, including the professional resolution of accounting and financial reporting matters with the national office; and (iv) the appropriateness of KPMG LLP’s fees in light of our size and complexity.

Although approvalstockholder ratification of the appointment of KPMG LLP as our independent registered public accounting firm is not required by our bylaws or otherwise, the board is submitting the selection of KPMGour Board has decided to afford our stockholders for approval as athe opportunity to express their opinions on the matter of good corporate practice. The audit committee has not yet engaged an independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2018. If KPMG is not approved, the audit committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if KPMGthe selection is approved, the audit committeeratified, our Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in theour best interests and those of IRT and our stockholders. If our stockholders do not ratify the appointment, our Audit Committee will take that fact into consideration, together with such other information as it deems relevant, in determining its next selection of an independent registered public accounting firm.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE SELECTION OF KPMG TO AUDIT THE FINANCIAL STATEMENTS OF IRT FOR THE FISCAL YEAR ENDING DECEMBER 31, 2018.

We expect that representativesRepresentatives of KPMG LLP will be present at the annual meeting. These representativesmeeting and will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.questions from stockholders.

Ratification of the appointment of KPMG LLP as our independent registered public accounting firm requires the affirmative vote of a majority of all votes cast on the matter.

The Board unanimously recommends a vote FOR Proposal 2 to ratify the appointment of KPMG LLP as our independent registered public accounting firm for calendar year 2021.

Audit Fees

The following table presents the aggregate fees billed by KPMG for each of the services listed below for each of our last two fiscal years.

Exchange Act rules generally require any engagement by a public company of an accountant to provide audit or non-audit services to be pre-approved by the audit committee of that public company. This pre-approval requirement is waived with respect to the provision of services other than audit, review or attest services if certain conditions set forth in Rule 2-01(c)(7)(i)(C) under the Exchange Act are met. All of the audit and audit- relatedaudit-related services described above were pre-approved by the audit committeeAudit Committee and, as a consequence, such services were not provided pursuant to a waiver of the pre-approval requirement set forth in this Rule.

PROPOSAL 3. OTHER MATTERS

As of the date of this proxy statement, the board does not intend to present and has not been informed that any other person intends to present any other matters for action at the annual meeting. However, if other matters do properly come before the annual meeting or any adjournment, postponement or continuation thereof, it is the intention of the persons named as proxies to vote upon them in accordance with their best judgment. For any other matter which may properly come before the annual meeting, the affirmative vote of the holders of at least a majority of the votes cast at the annual meeting at which a quorum is present is required, either in person or by proxy, for approval, unless otherwise required by law.

Except as set forth in this section, all shares of our common stock represented by valid proxies received will be voted in accordance with the provisions of the proxy.

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number and percentageof shares of our common stock beneficially owned, by each person who, to the knowledge of IRT as of March 15, 2018, is25, 2021, by (i) each person known to us to be the beneficial owner of more than 5% of the outstandingcommon stock; (ii) each of our directors; (iii) each of our Named Executive Officers; and (iv) all directors and executive officers as a group. All percentages have been calculated as of March 25, 2021 and are based upon 102,037,422 shares of our common stock. This information is reported in accordance with the beneficial ownership rules of the SEC under which a person is deemed to be the beneficial owner of a security if that person has or shares voting power or investment power with respect to such security or has the right to acquire such ownership within 60 days. Shares of our common stock issuable pursuant to warrants or convertible notes are deemed to be outstanding for purposesat the close of computing the percentage ownership of the person or group holdingbusiness on such options or warrants but are not deemed to be outstanding for purposes of computing the percentage ownership of any other person.date (unless otherwise indicated). Unless otherwise indicated in footnotes to the table, each person listed has sole voting and dispositive power with respect to the securities owned by such person.

*Does not exceed 1%

The following tables set forth the number and percentage owned as of March 15, 2018 by each of our present directors, each of our present named executives, as defined in “Executive Officer Compensation” below, and all of our present executive officers (whether or not deemed to be named executives) and directors as a group of our shares of common stock. This information is reported in accordance with the beneficial ownership rules of the SEC under which a person is deemed to be the beneficial owner of a security if that person has or shares voting power or investment power with respect to such security or has the right to acquire such ownership within 60 days. Shares of our common stock issuable pursuant to vested options, warrants or share appreciation rights, or SARs, are deemed to be outstanding for purposes of computing the percentage ownership of the person or group holding such options or warrants but are not deemed to be outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated in footnotes to the table, each person listed has sole voting and dispositive power with respect to the securities owned by such person.

NON-DIRECTOR EXECUTIVE OFFICERS

Information is set forth below regarding the background of our executive officers who are not also directors. For our executive officer who is also a director, Scott F. Schaeffer, this information can be found above under “Proposal 1. Election of Directors—Names of Directors, Principal Occupations and Other Information.”

James J. Sebra, age 42,45, has served as our chief financial officerChief Financial Officer since May 2012 and 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 in Accounting from Saint Joseph’s University in Philadelphia and a Master of Business Administration from Villanova UniversityUniversity.  Mr. Sebra is a Certified Public Accountant in Philadelphia.Pennsylvania.

Farrell M. Ender, age 42,45, has served as theour President of IRT since August 2014. Mr. Ender also served as the President of Independence Realty Advisors, LLC, or IRA, our former external advisor, from April 2013 to December 2016, as Senior Vice President of RAIT, the parent of IRA and IRT’sour then largest stockholder, from October 2007 through December 2014 and as Vice President of RAIT from October 2002 through October 2007. His experience includes acquisition, property management, construction management and disposition of apartment properties. In his capacity as Senior Vice President of RAIT, Mr. Ender was responsible for investing and structuring both debt and equity financing in commercial real estate properties for RAIT. During that time period, Mr. Ender invested over $1.2 billion on behalf of RAIT of which $833 million was directed into 65 apartment properties containing over 14,000 units. Previously, as a Vice President in RAIT’s underwriting department, Mr. Ender was responsible for performing due diligence and underwriting for approximately $300 million of investments. Before joining RAIT, from 1999 to 2002 Mr. Ender held various real estate positions at Wachovia/Maher Partners, The Staubach Company and Toll Brothers. Mr. Ender received a BBA with a major in finance from James Madison University.

Jessica K. Norman, age 39, has served as our General Counsel since May 2019 and our Secretary since June 2017.  Prior to her appointment as our General Counsel, Jessica served as Executive Vice President – Corporate Counsel for IRT, a role which she held since joining us in December 2016 in connection with our management internalization, and Managing Director – Corporate Counsel for RAIT, our external advisor, from November 2013 through December 2016. While employed at RAIT, Ms. Norman was primarily responsible for overseeing legal matters affecting IRT, including the acquisition of our portfolio of apartment properties, our debt financings, and our transformative merger with Trade Street Residential. Prior to joining RAIT, Ms. Norman was in private practice from 2006 through 2013 at Drinker Biddle & Reath LLP, Klehr Harrison Harvey Branzburg LLP and Dechert LLP. During her tenure in private practice, Ms. Norman represented public and private clients in a variety of commercial real estate and financial transactions. Ms. Norman holds a Bachelor of Science in Business and Economics from the University of Pittsburgh, as well as a Juris Doctorate and a Master of Business Administration from Temple University.

OUR MANAGEMENT

Summary of 2017 Achievements:

2017Jason R. Delozier, age 37, has served as our Chief Accounting Officer since February 2018 and as our Controller since June 2017. Prior to joining IRT, Mr. Delozier was another momentous year for IRT.  Under the direction of executive management, we continuedController at RAIT Financial Trust, a publicly traded REIT and IRT’s former advisor, from September 2015 to execute on our long-term strategic plan and deliver strong organic growth to our shareholders.  Our 2017 achievements are more particularly described under the heading “Management’s Discussion and AnalysisJune 2017. Previously, Mr. Delozier was Director of Financial ConditionReporting 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 Resultsprivate financial institution clients. Mr. Delozier is a Certified Public Accountant in Pennsylvania and holds a Bachelor of Operations”Science in our annual report and highlights include:

2017 follows two years of strong operational performance and growth for IRT.  Highlights for our two prior years include:Accounting from Widener University.

2016 Highlights:

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

2015 Highlights:

Compensation Discussion and Analysis

Executive Summary

Our CD&A describes our executive compensation philosophy and objectives, our executive compensation program enacted to achieve those objectives and the compensation decisions made in 2020 under the program for our named executive officers (the “Named Executive Officers”), who for 2020 were:

We believe our executive compensation policies and procedures are focused on long-term performance principles and are closely aligned with stockholder interests. Our executive compensation program is also designed to attract and retain outstanding executives, to reward them for superior performance and to ensure that compensation provided to them remains competitive. We seek to align the interests of our executives and stockholders by tying compensation to both company and individual performance so that a portion of each executive’s compensation is tied directly to stockholder value.

Compensation Governance Practices

We seek to maintain pay practices that foster good governance, which are demonstrated by:

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

Executive Summary

The Compensation Discussion and Analysis explains the objectives of our executive compensation programs, outlines the elements of executive officer compensation and describes the factors considered by the compensation committee to determine the amounts of compensation for our named executives for 2017 performance.  Because of our transformative change from an externally managed REIT to an internally managed REIT through our management internalization completed in December 2016, the Compensation Discussion and Analysis will also discuss the compensation decisions relating to our named executives initiated in 2016 and 2017 intended to maintain management continuity and establish appropriate incentives to build shareholder value over time as IRT transitions to an internally managed REIT.  Our named executives and their principal offices during 2017 were:

The role of our compensation committee, its use of an independent compensation consultant and the participation of executive officers in the compensation process are discussed above in “Information Concerning Our Board of Directors, Committees and Governance-Compensation Committee.”

2017 IRT Performance

2017 was a transformative year for IRT as we continued to execute on our long-term strategic plan, acquiring 10 properties, totaling 2,340 units, for $243.6 million; refinancing our line of credit into a longer term and more flexible financing arrangement; reducing our overall leverage; recycling capital out of our class C assets and into class B assets; and reducing the effect of debt maturities and interest rates through long term loans and interest rate derivatives.

As of December 31, 2017, we had $1.5 billion of gross investments in real estate comprised of 52 apartment properties containing an aggregate of 14,017 units, as compared to $1.3 billion of gross investments in real estate comprised of 46 properties containing an aggregate of 12,982 units as of December 31, 2016.  We refer to our investments in real estate as of December 31, 2017 as our “existing portfolio.”  As of December 31, 2017, our existing portfolio had an average occupancy of 94.1% and an average monthly effective rent per occupied apartment unit of $1,066.  We provide an analysis of our financial and operational performance in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our annual report.

Compensation Decisions Summary

In the period prior to our management internalization, which was completed in December 2016, our advisory agreement with IRA provided that our advisor was responsible for managing our affairs.  As a result, in that period our named executives and other officers did not receive any cash compensation, pension benefits, perquisites or other personal benefits from us for their services as our officers. We also had no arrangements to make cash payments to our named executives upon their termination from service as our officers. Instead, we paid our advisor certain fees. We did, however, compensate our named executives, other officers and individuals affiliated with our advisor with equity and equity-based awards or other types of awards in accordance with our LTIP intended to align their interests with the interests of our stockholders.  As discussed below, our compensation committee made restricted stock awards to the named executives in February 2016, which related to IRT’s 2015 performance. Additionally, our named executives during this period were also executive officers of RAIT and were compensated by RAIT, in part, for their services rendered to us.

As a result of the management internalization in 2016, our compensation committee evaluated a number of factors relevant during this transformative year for IRT, with a meaningful focus on integration through the internalization, efforts toward stabilization and continued business and investment development.  Our board and compensation committee felt that maintaining the continuity of our executive team would be a critical factor in the successful implementation of our management internalization.  As a result, our compensation committee considered the appropriate elements of executive officer compensation and benefits to offer to our executive team in planning for our management internalization and negotiated the terms of employment agreements with each of our named executives.  Upon the completion of our management internalization, we entered into employment agreements with each of Messrs. Schaeffer, Sebra and Ender providing for these elements.  See “Employment Agreements” below for a description of the terms of these NEO employment agreements.

Our compensation committee has worked with its compensation consultant, FPL, to establish an appropriate peer group for IRT and to develop executive compensation plans appropriate for IRT after our management internalization.  The compensation committee evaluated and framed a detailed policy (including objective financial metrics) for determining executive compensation for full-year 2017.  For purposes of determining executive compensation for 2017 and beyond, the compensation committee adopted an annual cash bonus plan and an annual equity award program under the LTIP and made awards to the named executives.  These awards are described below.

Elements & Objectives of Our Compensation Policies

Our compensation policies for our named executives have the following objectives:

Program

We seek to attract and retain key executives, including the named executives,Named Executive Officers, by motivating them to achieve superiora high level of performance and rewarding them for that performance.Key elements of compensation may include one or more of the following:

We seek to align the interests of our named executives with our shareholders through long-term incentives in the form of equity-based compensation. As discussed above in “Executive Summary,” the compensation committee believes equity-based compensation is important to align the interests of our named executives with our shareholders. The compensation committee accordingly has made restricted stock awards to the named executives in 2016 and also performance based awards in 2017 and 2018 as described below.

2020 Element of Pay (% of average Named Executive Officer target pay) The Elements of Our Compensation Annual Cash Compensation Base Salary. Base salaries are not intended to compensate individuals for extraordinary performance or for above-average performance by IRT. Base salaries for named executives are determined in part based on the compensation committee’s general understanding of current compensation practices in IRT’s peer group described below, in part by the prior compensation of each named executive and also by an assessment of individual performance relative to responsibilities and objectives for performance. Base salaries are reviewed annually by the compensation committee. The named executives each have employment agreements with IRT. Each employment agreement sets the executive’s base salary and provides that base salary may be increased but not decreased during the term of the agreement. See “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table -Employment Agreements.” Bonus Plan. Executive officers are eligible to receive annual bonuses. For 2016, Mr. Ender received a discretionary bonus based generally on our overall performance during the preceding year and his specific contribution to that performance. Beginning in 2017, the compensation committee established an annual target cash bonus award plan that compensates our named executives based on quantitative and qualitative metrics described below. See “2016 Compensation Decisions” below for a discussion of the 2016 bonus payments to Mr. Ender and “2017 Compensation Decisions” and “2018 Compensation Decisions” below for a description of the 2017 and 2018 annual cash awards to the named executives. Equity-Based Compensation Equity-based compensation awards are designed to focus executive officers on the long-term goals and performance of IRT. See “Allocation Among Types of Equity Compensation” below for a discussion of the types of equity compensation IRT has awarded historically and its most recent equity awards to the named executives. All terms of any equity based awards under the incentive award plan are determined by the compensation committee at the time of grant in accordance with the terms of the incentive award plan. Participation in the incentive award plan is at the discretion of the compensation committee and is determined by potential contribution to, or impact upon, the performance of IRT or some designated portion of IRT by the employee. A SAR is the right to payment, in cash or in shares of our common stock in the discretion of the compensation committee, of the amount of the appreciation on a common share during the period beginning on the date of grant and ending on the date of exercise of the SAR. In this regard, SARs serve both to reward and retain executives, as the value of the SARs is linked to the price of shares of our common stock on the relevant exercise date. A restricted common share award is an award of shares of our common stock subject to restrictions, primarily time-based vesting. The compensation committee believes restricted common share awards directly align the long-term interests of the named executives to those of our common shareholders. Our compensation committee made restricted stock awards to the named executives in February 2016 which related to IRT’s 2015 performance. In addition, the compensation committee has adopted the long-term equity plan described below for its named executives combining performance share units, or PSUs, and restricted stock awards to further enhance IRT’s equity compensation to reflect current best compensation practices as IRT completes its management internalization. Other Compensation IRT provides certain other limited forms of compensation and benefits to the named executives, including limited perquisites and 401(k) matching contributions, as discussed below. The compensation committee has reviewed these other components of compensation in relation to the total compensation of the named executives and determined that they are reasonable and appropriate. Perquisites. None of our other named executives received perquisites equal to or greater than $10,000 in 2017. In general, we do not emphasize perquisites as part of the compensation packages we offer and seek to emphasize other elements. 401(k) Plan. IRT established a 401(k) plan for its employees in connection with the management internalization.  Contributions by employees began in 2017.  The IRT 401(k) plan offers eligible employees the opportunity on the same terms and conditions to make long-term investments on a regular basis through salary contributions, which are supplemented by our matching cash contributions and potential profit sharing payments. IRT currently provides a cash match equal to each employee’s contributions to the extent the contributions do not exceed 4% of the employee’s compensation and may provide an additional cash match of 2% of eligible compensation as discretionary cash profit sharing payments. Any matching contribution made by IRT pursuant to the IRT 401(k) plan vests immediately. Post-Termination Compensation. We have employment agreements with the named executives. Each of our agreements with named executives provides for payments and other benefits if the executive’s employment terminates under specified circumstances, including in the event of a “change in control”. See “Executive Compensation—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements” and “Executive Compensation—Potential Payments upon Termination or Change in Control” for a description of these severance and change in control benefits with the named executives. The compensation committee believes that these severance and change in control arrangements are an important part of overall compensation for these named executives because they help to secure the continued employment and dedication of these named executives, 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 customarily had similar agreements in place for their senior employees. The NEO employment agreements also contain provisions that prohibit the executive from disclosing IRT’s confidential information and prohibit the executive from engaging in certain competitive activities or soliciting any of our employees or customers following termination of their employment with IRT. An executive will forfeit his right to receive post-termination compensation if he breaches these or other restrictive covenants in the NEO employment agreements. We believe that these provisions help ensure the long-term success of IRT. 2016 Compensation Decisions Our named executives were employees of RAIT prior to their respective resignations from RAIT in connection with our management internalization and only received equity awards and did not receive cash compensation from us for serving as our named executives prior to such resignations, other than dividend equivalent rights earned by the executives on restricted stock awards made prior to the management internalization.  Mr. Schaeffer, our chief executive officer, and Mr. Ender, our president, resigned from RAIT and became IRT employees on the completion of our management internalization on December 20, 2016 and Mr. Sebra, our chief financial officer, resigned from RAIT and became an IRT employee on March 31, 2017.  Our board and compensation committee felt that maintaining the continuity of our executive team would be a critical factor in the successful implementation of our management internalization.  As a result, our compensation committee considered the appropriate elements of executive officer compensation and benefits to offer to our executive team in planning for our management internalization and negotiated the terms of employment agreements with each of our named executives.  Upon the completion of our management internalization, we entered into employment agreements with each of Messrs. Schaeffer, Sebra and Ender providing for these elements.  Given that the completion of the management internalization occurred on December 20, 2016, we agreed to have RAIT continue to pay Mr. Schaeffer’s and Mr. Ender’s salaries through December 31, 2016 and for RAIT to pay Mr. Ender a bonus for his services to IRT in 2016 and we reimbursed RAIT for the amounts paid.  In addition, we paid amounts to RAIT under the shared services agreement for services that included Mr. Sebra’s service as our chief financial officer. 2016 Annual Cash Compensation	Overview	Key Performance Metrics/Details
	Base Salary As noted above, IRT began to pay base salaries to its named executives effective upon their respective resignations from RAIT.  The initial base salary was set primarily based on each named executive’s salary at RAIT prior to the management internalization and reflected in each named executive’s employment agreement based on the review of the compensation committee described above and the following: any requirements of the named executive’s employment agreement; an assessment of the scope of the executive officer’s responsibilities and leadership; the executive officer’s expertise and experience within the industry; IRT’s overall financial and business performance; and the executive officer’s contributions to IRT. This determination is not formulaic and is not based on specific IRT or individual performance targets objectives, but rather is subjective and made in light of our compensation philosophy and objectives described above. Mr. Schaeffer’s base salary was set at $618,600, Mr. Sebra’s base salary was set at $398,600 and Mr. Ender’s base salary was set at $308,600. Bonus As noted above, IRT had not historically paid cash bonuses to its named executives prior to the management internalization.  After the management internalization, IRT reimbursed RAIT for a discretionary bonus of $50,000 paid to Mr. Ender for his service to IRT in 2016 because Mr. Ender focused to a greater degree on IRT’s business in 2016 than Mr. Schaeffer and Mr. Sebra who also served as RAIT executive officers. 2016 Equity-Based Compensation Prior to the management internalization, the compensation committee did not use a specific formula to calculate the number of equity awards and other rights awarded to our named executives under our LTIP. Generally, in determining the specific amounts to be granted to an individual, the compensation committee took into account factors such as our performance, the individual’s position, his or her contribution to our performance, and general market practices of our peers and similarly sized companies, as well as the recommendations of our advisor. The compensation committee made restricted stock awards to Mr. Schaeffer, Mr. Sebra and Mr. Ender relating to IRT’s 2015 performance in February 2016, or the February 2016 awards. The February 2016 awards were all allocated to restricted common stock awards.   2017 Compensation Decisions   Our compensation committee worked with its compensation consultant, FPL, to establish an appropriate peer group for IRT and to develop executive compensation plans appropriate for IRT after our management internalization.  Effective February 28, 2017, our compensation committee approved awards under the LTIP for our named executives comprised of cash bonus awards and equity awards. These awards included awards intended to qualify as “qualified performance-based compensation” under section 162(m) of Internal Revenue Code and Article X of the LTIP.   The compensation committee adopted an annual cash bonus plan, or the annual cash bonus plan, pursuant to the LTIP and made the awards thereunder, or the 2017 cash bonus awards, to the named executives setting forth the basis on which the named executives could earn cash bonuses for 2017.  The compensation committee structured these 2017 cash bonus awards to link the majority of our named executives’ 2017 annual bonuses to defined objectives and formulaic metrics that the compensation committee believes are important drivers in the creation of shareholder value, while also rewarding more subjective elements of each named executive’s performance through a subjective component.   In addition, the compensation committee adopted an annual equity award program, or the equity program, pursuant to the LTIP and made awards thereunder, or the 2017 equity awards, to the named executives setting forth the basis on which the named executives could earn and vest in equity compensation over the years 2017 through 2020.  The 2017 equity awards were comprised of two components.  The first component was performance share units, or PSUs, the value of which will be based on the attainment of absolute and relative total shareholder return, or TSR, hurdles over a three-year period, which include both share price appreciation and reinvestment of common stock dividends, as well as a subjective evaluation of the achievement of strategic objectives.  The second component was time-based restricted stock awards.   On February 28, 2017, the compensation committee also made a separate award which vested immediately of 624 shares of our common stock under the LTIP to Mr. Ender.  This separate award was intended to compensate Mr. Ender for his forfeiture of RAIT equity awards upon his resignation from RAIT as a result of the management internalization.   The compensation committee does not expect generally to make immediately vesting awards to named executives absent special circumstances. The terms of the 2017 cash bonus awards and the 2017 equity awards are described below. 2017 Cash Bonus Awards Beginning with IRT’s 2017 fiscal year, the compensation committee implemented the new annual cash bonus plan that it believes will incentivize the named executives 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 shareholder value, while also rewarding more subjective elements of each named executive’s performance through a subjective component.  This new program sets forth a target cash bonus award level for each named executive participant composed of two components, as described below:   “Objective/Formulaic Component” – the objective/formulaic component of the 2017 cash bonus award that may be earned by each named executive will be determined by IRT’s performance relative to specified objective performance criteria established by the compensation committee as described below.   “Subjective Component” – the subjective component of the 2017 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 2017 Cash Bonus Awards. The 2017 cash bonus awards were allocated 75% to the objective/formulaic component and 25% to the subjective component.   2017 Cash Bonus Award Ranges The individual 2017 cash bonus award ranges, as a percentage (each, referred to as a “relevant percentage”) of base salary for Threshold, Target and Maximum performance levels for each of the named executives was as follows:     2017 Cash Bonus Award Ranges Executive 2017 Base Salary Threshold Target Maximum Scott F. Schaeffer $618,600 100% 164% 250% Farrell M. Ender $308,600 57% 117% 177% James J. Sebra $398,600 50% 100% 150%   2017 Cash Bonus Award Executive Threshold Target Maximum Scott F. Schaeffer $618,600 $1,015,000 $1,546,500 Farrell M. Ender $176,000 $      361,000 $   546,000 James J. Sebra $199,300 $   398,600 $   597,900 Objective/Formulaic Criteria The compensation committee has established the following objective performance metrics to be utilized in determining any payout with respect to the 2017 cash bonus awards weighted based on these performance measurements with their 2017 relative weighting: Objective Performance Criteria 2017 Weighting CORE FFO per share 40% The increase in same store property net operating income as compared to the previous year 20% Property net operating income margin 15% General and Administrative expenses (excluding stock based compensation) as a percentage of revenues 15% IRT’s ratio of net debt to Adjusted EBITDA 10% All of these objective performance criteria shall be calculated in a manner consistent with how IRT discloses the metric in its 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 enhance incentivizing or rewarding actions in the best interests of IRT’s stockholders.  See “Allocation of Components and Calculation of the 2017 Cash Bonus Award” above for a description of how the 2017 cash bonus awards were calculated. Subjective Criteria The subjective bonus award portion of each named executive’s 2017 cash bonus award was based on the compensation committee’s subjective evaluation of the named executive’s performance relative to achieving specified individual criteria established for 2017 for each participant, which the compensation committee has determined are also important elements of each named executive’s contribution to the creation of overall shareholder value.  These included the following elements: oBroaden Company’s institutional shareholder base. oPursue financial transactions to lower cost of capital, extend debt maturities and enhance liquidity profile oIncrease analyst coverage of IRT oComplete systems separation from RAIT, including staffing and back office requirements in 2017.   Payment of Cash Bonus Awards All annual cash bonus plan payments will be made in the year following the completion of the annual performance period to which the cash bonus award payment relates.  The actual payment to each named executive will be made as soon as practical after final certification of the underlying performance results and approval of such payment by the compensation committee; provided, however, that, in order to comply with certain rules concerning the regulation of deferred compensation under the Internal Revenue Code of 1986, as amended, in no event will any such payment be made later than March 15 of such year. A named executive who terminates employment with IRT prior to the conclusion of any applicable performance period with respect to which an applicable cash bonus award payment relates will not receive a cash bonus award payment, except that: o In the event of such participant’s death or disability (as defined in the relevant NEO employment agreement, or, if not so defined, determined in accordance with the LTIP) prior to the end of the annual performance period, an otherwise eligible participant may receive a cash bonus award payment in the amount of such participant’s full cash bonus award, as determined by the compensation committee, provided a cash bonus award was approved for such participant for the applicable performance period. o In the event of the termination of such participant’s employment, other than voluntarily or for cause (as defined in the relevant NEO employment agreement), following a change of control (as defined in the relevant NEO employment agreement, or, if not so defined, in the LTIP) but prior to end of the annual performance period, an otherwise eligible participant may receive a cash bonus award payment in the amount of such participant’s full cash bonus award, as determined by the compensation committee, provided a cash bonus award was approved for such participant for the applicable annual performance period. Grant of 2017 Cash Bonus Awards The individual 2017 cash bonus awards for each of the named executives was as follows:   2017 Cash Bonus Award Executive   Target Actual Scott F. Schaeffer   $1,015,000 $1,372,537 Farrell M. Ender   $      361,000 $   485,619 James J. Sebra   $   398,600 $   545,763 Achievement of 2017 Performance Criteria With respect to the 2017 objective performance criteria, as outlined above, IRT exceeded the target for each performance metric, as follows:   Objective Performance Criteria % of 2017 Target Achieved (1) Achievement Level CORE FFO per share 150% Above Target The increase in same store property net operating income as compared to the previous year 180% Above Target Property net operating income margin 107% Above Target General and Administrative expenses (excluding stock based compensation) as a percentage of revenues 220% Capped at Max IRT’s ratio of net debt to Adjusted EBITDA 144% Above Target (1) When calculating the achievement of the 2017 objective performance criteria, the compensation committee excluded the nine-property portfolio acquisition and related equity raise announced in September 2017 to adjust for the impact of the timing of the equity raise relative to the closing dates of the related property acquisitions. Accordingly, the compensation committee awarded the named executives 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. With respect to the 2017 subjective performance criteria, the compensation committee analyzed the performance of the named executives as compared to the subjective criteria discussed above.  The compensation committee determined that each named executive achieved the specified individual criteria established for 2017 in a manner that the compensation committee found to be above-average.  Accordingly, the compensation committee granted cash bonus awards to Messrs. Ender and Sebra above target for 2017.  With respect to Mr. Schaeffer, in addition to considering his performance as compared to the specified individual criteria established for 2017, the board also assessed his performance in eight categories:  (1) leadership; (2) strategic vision and direction; (3) safe and sound operations; (4) achievement of financial results; (5) executive organization development; (6) relationship with the board; (7) management of external relationships; and (8) diversity and inclusion.  These categories were not set in advance by the board or the compensation committee and no weighting or special emphasis was assigned to any particular category.  Based on a 4 point scale, with 4 being the maximum, Mr. Schaeffer was assigned a composite score of 3.875 by the board, which further supported the compensation committee’s decision to grant him an above target cash bonus award for 2017. 2017 Equity Awards The 2017 equity awards granted by the compensation committee in 2017 under the equity program consisted of the following two components: • “Performance Component” - 75% of the value of each named executive’s 2017 equity awards will be based on the attainment of absolute and relative total shareholder return, or TSR, hurdles over a three-year period, which include both share price appreciation and reinvestment of common stock dividends, as well as a subjective evaluation of the achievement of strategic objectives.   This component consists of performance share unit awards, or the 2017 PSUs, authorized by the compensation committee under the equity program adopted pursuant to the LTIP, with the number of shares of our common stock issued or their equivalent value in cash paid, at the compensation committee’s option, at the conclusion of the relevant performance period.    “Time-Based Component” - The remaining 25% of the 2017 equity awards will be time-based.   This component consists of restricted stock awards, or the 2017 stock awards, authorized by the compensation committee under the equity program adopted pursuant to the LTIP.  The shares of our common stock subject to the 2017 stock awards vest 25% per annum on the first four anniversaries from the date of grant. 2017 PSUs The number of 2017 PSUs earned will be determined (a) for 80% by IRT’s performance for the three-year period commencing January 1, 2017 and ending December 31, 2019 relative to two long term performance metrics established by the compensation committee, as described in greater detail below, and (b) for 20% of the awards, by the compensation committee’s subjective evaluation of the named executive’s contribution to the creation of overall stockholder value.   The actual number of 2017 PSUs earned by a participant may range from 0% to 150% of target based on actual performance for the performance period.  No awards will be earned if below threshold performance is achieved for a particular metric. The performance based awards vest 50% at December 31, 2019 based on performance for 2017-2019, and the 50% balance, consisting of the same number of shares that were vested at December 31, 2019, become time vesting and vest one year thereafter, subject to forfeiture in such year only in the event IRT has terminated the named executive’s employment for cause or the named executive has resigned without good reason as determined, in each situation, under such named executive’s employment agreement. The compensation committee currently intends to redeem any vested 2017 PSUs with shares of our common stock, subject to the availability of shares of our common stock under the LTIP at the time of vesting. Performance Criteria 2017 Weighting Threshold Performance Criteria Target Maximum Relative 3-year TSR(1) 60% 30th percentile 50th percentile 75th percentile Absolute 3-Year cumulative TSR 20% 22.50% 33.75% 45.00% Strategic Objectives 20%   Subjective   (1) For purposes of determining IRT’s achievement against this metric, IRT’s TSR will be compared to the constituents of the FTSE NAREIT Apartment Index, or the Index, over the performance period, using the relative percentile ranking approach for all constituents that are included in the Index over the full performance period.   Number of PSUs and 2017 stock awards The number of 2017 PSUs awarded is set forth below and was determined by dividing the maximum dollar amount of the award that may be earned by $9.19, IRT’s closing stock price on the NYSE MKT on February 28, 2017, the grant date, based on the following proposed individual award opportunities.  The number of shares awarded for 2017 stock awards is set forth below and was determined by dividing the dollar amount of the award by such closing stock price.       Performance-Based Award Executive Total Target Award Time-Based Award Threshold Target Maximum Scott F. Schaeffer $1,000,000 $250,000 $375,000 $750,000 $1,125,000 Farrell M. Ender 400,000 100,000 150,000 300,000 450,000 James J. Sebra 450,000 112,500 168,750 337,500 506,250 Executive Number of 2017 stock awards Number of 2017 PSUs Scott F. Schaeffer 27,203 122,416 Farrell M. Ender 10,881 48,966 James J. Sebra 12,242 55,087 Additional Terms of the 2017 equity awards Dividends will be paid with respect to outstanding 2017 stock awards, subject to forfeiture prior to vesting. Dividend equivalents will not be paid on the 50% of the 2017 PSUs that have met the three-year performance based criteria and have vested, but dividend equivalents will be paid on the remaining 50 % of the 2017 PSUs only for the year during which they time vest, subject to forfeiture prior to vesting. No dividend equivalents will be paid while the 2017 PSUs are subject to performance criteria. Dividend equivalents will accrue only on the portion of the 2017 PSUs which have met the performance criteria and remain subject only to time vesting. The 2017 stock awards will have voting rights and the 2017 PSUs will not have any voting rights. Any named executive whose employment is terminated will forfeit any unvested 2017 equity awards except with respect to 2017 PSUs in the event of a qualified termination or retirement as described below and except where such named executive’s employment agreement with IRT provides for accelerated vesting in defined circumstances, where such named executive’s employment agreement with IRT provides for accelerated vesting in defined circumstances. If a named executive’s employment is terminated due to death or disability and other than voluntarily or for cause (as defined in the relevant NEO employment agreement), which we refer to as a qualified termination, prior to the conclusion of the 3-year performance period applicable to such named executive’s 2017 PSUs, then such performance period will be shortened to conclude on the date of such qualified termination, which we refer to as a shortened performance period. In such event, the compensation committee will determine within three months after the date of such qualified termination the number of 2017 PSUs earned by such named executive, if any, for such shortened performance period in accordance with the performance criteria established for such award. The named executive’s earned 2017 PSUs, if any, will vest as of the date that the compensation committee determines the achievement of such performance criteria and will not be subject to the additional time based vesting period. The number of 2017 PSUs eligible to be earned shall be determined on a pro rata basis by multiplying the number of 2017 PSUs issued to such named executive by a fraction, the numerator of which is the number of days in the shortened performance period and the denominator of which is the number of days in the original 3-year performance period. With respect to earned 2017 PSUs held by the named executive for which the performance period is complete but for which the additional time-based vesting period is incomplete prior to the named executive’s qualified termination, any restrictions on such earned awards shall lapse and such earned awards shall automatically become fully vested as of the date of such qualified termination. In the event of a named executive’s “retirement” (as defined below), the 2017 PSUs will vest in the following manner. If such retirement occurs during the performance period, the number of 2017 PSUs vested will be determined on a pro rata basis by multiplying the 2017 PSUs earned in the performance period by a fraction, the numerator of which is the number of days from the beginning of the performance period to the date of such retirement and the denominator of which is the total number of days in the 3-year performance period. If a named executive’s retirement occurs after the performance period, all of the 2017 PSUs earned in the performance period will vest upon retirement. The above notwithstanding in no event will any 2017 PSUs vest if the performance targets are not met. “Retirement” is defined in the 2017 PSUs as the named executive’s voluntary separation of employment 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’s combined age and service equals at least 70. A named executive may separate upon retirement subject to providing at least six (6) months’ advance notice to IRT and entering into a separate three-year non-competition and non-solicitation agreement, if requested. In the event the 2017 PSUs vest due to retirement, 50% of the vested 2017 PSUs will be redeemable as of the relevant determination date and the remaining 50% will be redeemable on the first anniversary of the last day of the performance period. 2018 Compensation Decisions   For 2018, our compensation committee approved awards under the LTIP for our named executives comprised of cash bonus awards and equity awards.   The compensation committee made the cash bonus awards under the annual cash bonus plan, or the 2018 cash bonus awards, to the named executives setting forth the basis on which the named executives could earn cash bonuses for 2018.  The compensation committee structured these 2018 cash bonus awards to link the majority of our named executives’ 2018 annual bonuses to defined objectives and formulaic metrics that the compensation committee believes are important drivers in the creation of shareholder value, while also rewarding more subjective elements of each named executive’s performance through a subjective component.   In addition, the compensation committee made the equity awards under the annual equity awards program, or the 2018 equity awards, to the named executives setting forth the basis on which the named executives could earn and vest in equity compensation over the years 2018 through 2021.  The 2018 equity awards were comprised of two components.  The first component was performance share units, or PSUs, the value of which will be based on the attainment of absolute and relative total shareholder return, or TSR, hurdles over a three-year period, which include both share price appreciation and reinvestment of common stock dividends, as well as a subjective evaluation of the achievement of strategic objectives.  The second component was time-based restricted stock awards. The terms of the 2018 cash bonus awards and the 2018 equity awards are described below. Base Salary ▪Annual fixed cash compensation meant to attract and retain executives by balancing at-risk compensation In December 2017,▪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 committee determinedlinked to adjustobjective and quantitative annual business results and subjective individual performance as assessed by the base salariescommittee	Objective Performance Criteria (75%) ▪CORE FFO per share (40%) ▪Same Store NOI Growth (20%) ▪Operating Margin (15%) ▪G&A % of Revenue (15%) ▪Net-Debt-to-EBITDA (10%) Subjective Criteria (25%) ▪Based on several factors (see page 38 for detail)
	Equity-Based Awards ▪Performance-based long-term equity intended to encourage value creation directly aligned with the named executives effective as of January 1, 2018.  The rationale behind our base salary decisions are discussed above in “Objectives of our Compensation Policies”shareholder experience ▪Time-based long-term equity intended to recruit and “The Elements of our Compensation” retain employees while aligning with the shareholder experience	Performance-Based Equity ▪70% relative 3-year TSR and below in “Implementing30% Strategic Objectives of Our Compensation Policies”.  The 2018 base salaries are set forth in the table below: Time-Based Equity ▪25% vests per year, subject to accelerated vesting for certain termination events

2020 Compensation Decisions

Base Salary

The general rationale behind our base salary decisions are discussed above in “Elements and Objectives of our Compensation Policies”. Specifically, the base salaries for the Named Executive Officers are intended to be competitive with base salaries for comparable positions at similarly sized REITs, which allows us to attract and retain

first-class executive talent. The 2020 and 2019 base salaries of our Named Executive Officers are set forth in the table below:

2020 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 shareholder value, while also rewarding more subjective elements of each Named Executive Officer’s performance through a subjective component. This program establishes a target cash bonus award level for each Named Executive Officer composed of two components, as described below: