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NOTICE OF 2021 ANNUAL MEETING |
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:
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☐ | Preliminary Proxy Statement |
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☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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☒ | Definitive Proxy Statement |
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☐ | Definitive Additional Materials |
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☐ | Soliciting Material under §240.14a-12 |
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):
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☒ | No fee required. | |
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☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
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☐ | Fee paid previously with preliminary materials. | |
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☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
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NOTICE OF 2021 ANNUAL MEETING |
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.
Wednesday, May 12, 2021 Suite 2601
March 25, 2021. Only stockholders of record at the close of business on the record date are entitled to notice of, and to vote at, the annual meeting or any adjournment or postponement thereof. HOW TO CAST YOUR VOTE | |||
NOTICE OF ANNUAL MEETING OF STOCKHOLDERSTo Be Held May 14, 2019
To our Stockholders:
We invite you to attend the 2019 annual meeting of stockholders of Independence Realty Trust, Inc., a Maryland corporation, at 9:00 a.m. (local time) on Tuesday, May 14, 2019. The annual meeting will be held at Two Logan Square, Eighteenth and Arch Streets, Thirty-First Floor, Philadelphia, Pennsylvania 19103. At the meeting, stockholders as of the close of business on the record date will be asked to consider and vote upon the following matters, as more fully described in the Proxy Statement:
1. To consider and vote upon the election of seven persons to our Board of Directors, each to serve for a term expiring at the 2020 annual meeting of stockholders and until his or her successor is duly elected and qualified.
2. To consider and vote upon the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for calendar year 2019.
3. To transact such
1. The election of seven persons to our Board of Directors, each to serve for a term expiring at the 2022 annual meeting of stockholders and until his or her successor is duly elected and qualified.
2. The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for calendar year 2021.
3. An advisory, non-binding resolution on our executive compensation.
4. Such other business as may properly come before the annual meeting and any adjournment or postponement thereof.
Only stockholders of record at the close of business on March 20, 2019 are entitled to notice of, and to vote at, the annual meeting or any adjournment or postponement thereof.
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.
By order of the Board of Directors, | |||
Jessica K. Norman March 31, 2021 | |||
| BY INTERNET www.voteproxy.com BY MAIL Sign, date and mail your proxy card IN PERSON Vote in person at the Annual Meeting | ||
If you are a BENEFICIAL SHAREHOLDER of IRT common stock, you should follow any instructions provided by your bank, broker or other nominee. | |||
March 29, 2019
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 12, 2021 This notice of annual meeting, proxy statement, form of proxy and our 2020 annual report to stockholders are available at www.proxydocs.com/IRT. |
Important Notice Regarding Internet Availability of Proxy Materials
We will send a full set of proxy materials or a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) on or about March |
Important Notice Regarding COVID-19 Because of the uncertainties surrounding the impact of the coronavirus, we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication (i.e., a virtual meeting). If we take this step, we will announce the decision to do so in advance of the Annual Meeting, and details on how to access, participate in and vote at such meeting will be set forth in a press release issued by us and available at www.irtliving.com. We encourage you to check this website prior to the meeting if you plan to participate. |
PROXY STATEMENT
2019 ANNUAL MEETING OF STOCKHOLDERS
The 2019 annual meeting of stockholders of Independence Realty Trust, Inc. (“IRT,” “we,” “us” or the “Company”) will be held on Tuesday, May 14, 2019, at 9:00 a.m. (local time) at Two Logan Square, Eighteenth and Arch Streets, Thirty-First Floor, Philadelphia, Pennsylvania 19103, for the following purposes:
1. To consider and vote upon the election of seven persons to our Board of Directors, each to serve for a term expiring at the 2020 annual meeting of stockholders and until his or her successor is duly elected and qualified.
2. To consider and vote upon the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for calendar year 2019.
3. To transact such other business as may properly come before the annual meeting and any adjournment or postponement thereof.
Only holders of record of our common stock at the close of business on March 20, 2019 are entitled to notice of, and to vote at, the annual meeting and any adjournment or postponement thereof.
Our Board of Directors knows of no other business that will be presented for consideration at the annual meeting. If any other matter should be properly presented at the annual meeting or any adjournment or postponement of the annual meeting for action by the stockholders, the persons named in the proxy card will vote the proxy in accordance with their discretion on such matter.
On or about March 29, 2019, we mailed a Notice of Internet Availability of Proxy Materials to stockholders. This proxy statement and the form of proxy are first being furnished to stockholders on or about March 29, 2019.
Instead of receiving paper copies of future annual reports and proxy statements in the mail, you may elect to receive an e-mail that will provide an electronic link to these documents. Choosing to receive your proxy materials online will save us the cost of producing and mailing documents to you. With electronic delivery, we will notify you by e-mail as soon as the annual report and proxy statement are available on the Internet, and you may easily submit your stockholder votes online. If you are a stockholder of record, you may enroll in the electronic delivery service at the time you vote by selecting electronic delivery if you vote on the Internet, or at any time in the future by going directly to www.voteproxy.com, selecting the “request copy” option, and following the enrollment instructions.
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders to be Held on May 14, 2019
This notice of annual meeting, proxy statement, form of proxy and our 2018 annual report to
stockholders are available at www.astproxyportal.com/ast/18286.
Table of Contents
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Who is Soliciting My Vote and Who Bears the Expenses of the Proxy Solicitation? |
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PROPOSAL 2. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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Ratification of the Selection of Independent Registered Public Accounting Firm |
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Director Nominations and Stockholder Proposals Not Submitted Pursuant to Rule 14a-8 |
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Discretionary Authority Pursuant to Rule 14a-4(c) of the Exchange Act |
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APPENDIX A RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES | A |
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INFORMATION ABOUT THE MEETING AND VOTING
Our Board of Directors is soliciting your vote for:
The election of seven persons to our Board of Directors, each to serve for a term expiring at the 2020 2022 annual meeting of stockholders and until his or her successor is duly elected and qualified. Each of the seven individuals nominated for election is currently serving on ourBoard.
RatificationThe ratification of the appointment of KPMG LLP as our independent registeredpublic accounting firm for calendar year 2019.2021.
Our Board of Directors is also requesting you to cast an advisory, non-binding vote on:
Our executivecompensation.
If any other matter should be properly presented at the annual meeting or any adjournment or postponement of the annual meeting for action by the stockholders, the persons named in the proxy 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 FORthe election of the seven nominees identified in this proxy statement, with each to serve as a director for a term expiring at the 20202022 annual meeting of stockholders and until his or her successor is duly elected and qualified.
Our Board recommends that you vote FORthe ratification of the appointment of KPMG LLP as our independent registered public accounting firm for calendar year 2019.2021.
Our Board recommends that you vote FOR the advisory, non-binding resolution on our executive compensation.
Holders of shares of our common stock, par value $0.01 per share, or common shares, of record as of the close of business on March 20, 201925, 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, 89,533,851102,037,422 common shares were issued and outstanding and entitled to vote. Each common share is entitled to one vote on each matter to be voted on at the annual meeting. Stockholders do not have cumulative voting rights.
The holders of a majority of the outstanding common shares entitled to vote at the annual meeting must be present in person or by proxy to constitute a quorum. Unless a quorum is present at the
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meeting, no action may be taken at the meeting except the adjournment thereof to a later time. All valid proxies returned will be included in the determination of whether a quorum is present at the meeting. The shares of a stockholder whose ballot on any 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.
A “broker non-vote” occurs when a broker or other nominee holding shares for a beneficial owner returns a properly executed proxy but does not cast 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. Brokers that are member firms of the New York Stock Exchange, or NYSE, and who hold common shares 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
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period of time prior to the annual meeting. Proposal One, the election of directors, is not considered to be a “routine” matter under the NYSE rules. Proposal Two, ratification of the appointment of our independent registered public accounting firm, is considered a “routine” matter under the NYSE rules. Proposal Three, an advisory non-binding resolution on our executive compensation, is not considered to be a “routine” matter under the NYSE rules.
Abstentions are treated as present for quorum purposes, but are not considered to be votes cast on a proposal. cast.
What Vote is Required to Approve Each Proposal?
Election of Directors. Directors are elected by a plurality of the votes cast at the annual meeting. Any shares not voted (whether by abstention, broker non-vote, or otherwise) will have no impact on the vote. Shares represented by proxies marked “For” will be counted in favor of all nominees, except to the extent the proxy withholds authority to vote for a specified nominee. Shares represented by proxies marked “Abstain” or withholding authority to vote for a specified nominee will not be counted in favor of any such nominee. In the absence of specific direction, shares represented by a proxy will be voted “For” the election of all nominees.
Ratificationof Appointment of Independent Registered Public Accounting Firm. Firm. Ratification of the Audit Committee’s appointment of KPMG LLP as our independent registered public accounting firm for calendar year 20192021 requires the affirmative vote of a majority of all votes cast on this proposal. Abstentions and broker non-votes, which are not treated as votes cast, will therefore have no effect on the results of such vote. In the absence of specific direction, shares represented by a proxy will be voted “For” the ratification.
Advisory Vote on Executive Compensation. Approval of the advisory, non-binding resolution on our executive compensation requires the affirmative vote of a majority of
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all of the votes cast on this Proposal. Abstentions and broker non-votes, which are not treated as votes cast, will therefore have no effect on the result of such vote. |
Stockholders of Record.Record. If you are a stockholder of record, there are several ways for you to vote your common shares at the meeting:
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Voting by Internet. You may vote your shares through the Internet by signing on to the website identified on the proxy card and following the procedures described on the website. Internet voting is available 24 hours a day, and the procedures are designed to authenticate votes cast by using a personal identification number located on the proxy card. The procedures allow you to authorize a proxy to vote your shares and to confirm that your instructions have been properly recorded. If you vote through the Internet, you should not return your proxy card.
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Voting by Mail. If you choose to vote by mail, simply complete the enclosed proxy card, date and sign it, and return it in the postage-paid envelope provided. If you sign your proxy card and return it without marking any voting instructions, your shares will be voted: (1) FOR the election of each of the seven nominees identified in this proxy statement, with each 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; (2) FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for calendar year 2020; and (3) FOR the advisory, non-binding resolution on our executive compensation.
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Beneficial Owners.Owners. If you are a stockholder whose shares are held in “street name” (i.e., in the name of a broker or other custodian), you may vote the shares in person at the annual meeting only if you obtain a legal proxy from the broker or other custodian giving you the right to vote the shares. Alternatively, you may have your shares voted at the meeting by following the voting instructions provided to you by your broker or custodian. Although most brokers offer voting by mail, telephone and via the Internet, availability and specific procedures will depend on their voting arrangements. If you do not provide voting instructions to your broker or other custodian, your shares are referred to as “uninstructed shares.” Under NYSE rules, your broker or other custodian does not have discretion to vote uninstructed shares on Proposal One,any of the election of directors, because this is a non-routine matter. However, your broker orProposals other custodian has discretion to vote your shares onthan Proposal 2, ratification of the appointment of our independent registered public accounting firm, because this is a routine matter. See “What is a Broker Non-Vote?”
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How May I Revoke oror Change my Vote?
You may revoke your proxy at any time before it is voted at the annual meeting by any of the following methods:
Submitting a later-dated proxy by mail, over the telephone or through the Internet. Any later-datedlater-dated proxy must be delivered to our Secretary at the address shown on the cover page of this proxy statement before the closing of the vote at themeeting.
Attending the meeting and voting in person. Your attendance at the meeting will not in and of itself revoke any previously delivered proxy. You must also vote your shares at themeeting.
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@astfiancial.com,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 15th15th 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
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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.
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How Can I Access the Proxy Materials Electronically?
This proxy statement and our 20182020 annual report are available on our website at www.voteproxy.com. Instead of receiving copies of future annual reports, proxy statements, proxy cards and, when applicable, Notices of Internet Availability of Proxy Materials, by mail, stockholders may elect to receive an email that will provide electronic links to our proxy materials and also will give you an electronic link to the proxy voting site. Choosing to receive your future proxy materials or Notices of Internet Availability of Proxy Materials online will save us the cost of producing and mailing documents to you and help conserve resources. You may sign up for electronic delivery by visiting www.voteproxy.com.following website: www.proxydocs.com/IRT.
Will I Receive a Copy of the Annual Report and Form 10-K?
We have furnished our 20182020 annual report with this proxy statement. The 20182020 annual report includes our audited financial statements, along with other financial information about us. Our 20182020 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, 20182020 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 for 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 statement for our 20202022 annual meeting of stockholders in accordance with rules of the SEC. See “Stockholder Proposals and Director Nominations — Stockholder Proposals Submitted Pursuant to Rule 14a-8” later in this proxy statement. Any stockholder who wishes to propose any business at the 20202022 annual meeting, other than for inclusion in our proxy statement pursuant to Rule 14a-8, must provide timely notice and satisfy the other requirements in our Bylaws. Proposals should be delivered or 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.
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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
IRT’s 2021 annual meeting of stockholders will be held on Wednesday, May 12, 2021, at 9:00 a.m. (local time) at 1835 Market Street, Suite 2601, Philadelphia, Pennsylvania 19103. Only holders of record of our common stock at the close of business on March 25, 2021 are entitled to notice of, and to vote at, the annual meeting and any adjournment or postponement thereof. Our Board of Directors knows of no other business that will be presented for consideration | at the annual meeting. If any other matter should be properly presented at the annual meeting or any adjournment or postponement of the annual meeting for action by the stockholders, the persons named in the proxy card will vote the proxy in accordance with their discretion on such matter. On or about March 31, 2021, we mailed a Notice of Internet Availability of Proxy Materials to stockholders. This proxy statement and the form of proxy are first being furnished to stockholders on or about March 31, 2021. |
VOTING MATTERS
Items of Business | Our Board’s Recommendation | Page Reference | |
1 | The election of seven persons to our Board of Directors, each to serve for a term expiring at the 2022 annual meeting of stockholders and until his or her successor is duly elected and qualified. | ✓ FOR | 13 |
2 | The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for calendar year 2021. | ✓ FOR | 29 |
3 | An advisory, non-binding resolution on our executive compensation. | ✓ FOR | 57 |
Shareholders will also consider any other business as may properly come before the annual meeting and any adjournment or postponement thereof. | |||
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2020 BUSINESS HIGHLIGHTS
IRT is a real estate investment trust that owns and operates multifamily apartment properties across non-gateway U.S. markets, including Atlanta, Dallas, Louisville, Memphis, Raleigh and Tampa. 2020 was a year of unprecedented challenges as the world faced the global COVID-19 pandemic which threatened our health and financial stability. Under the direction of executive management, we successfully navigated the unexpected challenges brought on by the global pandemic while continuing to make advancements on our long-term strategic plan. We enacted a number of changes in operating procedures which prioritized the well being of our associates and residents. We also focused on maintaining occupancy and strengthening our balance sheet, which allowed us to deliver strong full year results to our shareholders*. | |
We successfully executed on key priorities in 2020 to support our residents and employees, | |
2020 FINANCIAL HIGHLIGHTS: | ➢Produced earnings per diluted share of $0.16. ➢Produced core funds from operations (“CFFO”) per share of $0.80*. ➢Declared dividends of $0.54 per common share. ➢Generated sector leading same-store NOI growth of 3.1%*. |
PANDEMIC | ➢Developed additional operating procedures to enhance safety and cleaning protocols in our communities in response to the pandemic. ➢Pivoted to a remote-work environment in our corporate offices. ➢Assisted residents impacted by COVID-19 by waiving fees, penalties and interest, and restructuring rent obligations and deferring rental payments. ➢Launched virtual lease tours and leveraged on-line leasing and paperless workflows to maintain physical distancing at our communities. |
CAPITAL MARKETS: | We issued 10,350,000 shares of common stock under forward sale agreements at a price of $14.688, net of underwriting commissions and discounts. We received proceeds of approximately $148.8 million upon physical settlement of the forward sale agreement. These proceeds were used to fund acquisitions, to reduce outstanding borrowings on our line of credit and to strengthen our balance sheet overall. |
RESPONSIBLE CAPITAL MANAGEMENT: | Following the onset of the COVID-19 pandemic we took immediate action to safeguard our business, including implementing temporary cost cutting measures until stability returned in the broader economic environment. As a result of our quick and decisive actions to mitigate the impact of COVID-19, including having a strong balance sheet and driving occupancy and collections, we were able to reduce our leverage and deliver strong results during 2020. |
* 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.
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| As part of our initiative to upgrade units at selected communities, |
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We are well-positioned to
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* 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 financial measures.
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We are dedicated to establishing and maintaining good corporate governance standards in order to serve the interests of our | ||
➢ ➢Annual Election of Directors ➢Lead Independent Director ➢Independent Audit, Compensation, and Nominating and Governance Committees ➢Regular Executive Sessions of Independent Directors ➢Risk Oversight by Board and Committees ➢Authority for Board to retain outside advisors ➢Annual Board Self-Assessment Process ➢Ongoing Board Refreshment Process | ➢Regular Succession Planning
➢Active Shareholder Engagement ➢No Shareholder Rights Plan ➢Internal Disclosure Committee for Financial Reporting ➢Share Ownership Guidelines for Directors and Certain Executive Officers ➢Prohibition against Hedging of Company shares ➢Shareholder ability to amend Bylaws ➢Executive Compensation driven by Objective Pay for Performance Philosophy |
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We seek to adopt policies and enact practices which are sustainable and socially responsible. The following are
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| ☑ ☑ ☑ ☑ SUPPORT CARBON REDUCTION through a partnership with One Tree Planted to support reforestation projects in the US. |
CARING FOR OUR EMPLOYEES:
| ☑ ☑ ☑ PROMOTE PAY EQUITY ☑ ☑ ☑ |
| ☑ ☑ ☑ ☑ ASSIST OUR RESIDENTS with deferred rent and payment plans to those affected by the COVID-19 pandemic. |
SUPPORTING OUR COMMUNITIES: | ☑
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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:
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PROPOSAL 1. ELECTION OF DIRECTORS
Our business and affairs are managed under the direction of the Board of Directors. Our Board currently consists of seven directors. Each director is electeddirectors, all of whom have been nominated for election at the annual meeting, with each to serve for a term expiring at the next annual meeting of stockholders and until his or her successor is duly elected and qualified.
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, upon the recommendation of the 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 expiring at the 20202022 annual meeting of stockholders and until his or her successor is duly elected and qualified. We believe that each of our director nominees has the specific qualifications, attributes, skills and experience necessary to serve as an effective director on our Board, as indicated directly below the biographical summaries of each of them.
We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, then proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors.
The Board of Directors 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 20202022 annual meeting of stockholders and until his or her successor is duly elected and qualified.
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:
CORPORATE GOVERNANCE |
| RISK OVERSIGHT |
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COMMERCIAL REAL ESTATE |
| BUSINESS ADMINISTRATION |
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SUSTAINABILITY & CORPORATE RESPONSIBILITY |
| CAPITAL ALLOCATIONS |
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FINANCIAL LITERACY |
| PRIVACY/TECHNOLOGY |
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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 TrusteesDirectors immediately following the Annual Meeting if the seven individuals nominated for election at the annual meeting are re-elected.
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Set forth below are biographical summaries of the individuals nominated for election at the annual meeting.
SCOTT F. SCHAEFFER | |
Chair of the Director since: January 2011 Age: | Mr. Schaeffer has served as the Chair 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 chair from December 2010 to October 2016. Prior to his position as the chief executive officer of RAIT, Mr. Schaeffer held various other executive positions at RAIT from September 2000. Mr. Schaeffer resigned from RAIT when we completed transactions to internalize our management and separate from RAIT in December 2016, which we refer to as our management internalization. Mr. Schaeffer served as the vice chair of the board of directors of Resource America, Inc. (NASDAQ: REXI), a specialty finance company, from 1998 to 2000, and as a director until October 2002. In addition to his roles on the board of directors, Mr. Schaeffer served in several senior management positions at Resource America from 1995 to 1998. Mr. Schaeffer also served as president of Resource Properties, Inc., a wholly owned real estate subsidiary of Resource America, from 1992 to 2000. Mr. Schaeffer currently serves as a National Trustee of the Boys and Girls Club of America, a position he has held since 2018. Mr. Schaeffer holds a Bachelor of Science in Commerce from Rider University in Lawrenceville, New Jersey. |
Key Attributes, Experiences and Skills: Mr. Schaeffer was selected to serve on our Board primarily because of his extensive experience as a chief executive officer of a public REIT and his lengthy career in real estate. Mr. Schaeffer’s position as our Chief Executive Officer, with his detailed knowledge of our business, and his ability to drive and oversee our business strategy, coupled with his communications skills and ability to foster diverse perspectives, make him a highly effective executive | |
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RICHARD D. GEBERT | |
Independent Director
Committees:
•Nominating &
Director since: October 2017 Age: 63 | Mr. Gebert has served as one of our independent directors since October 2017. He has served as a board and audit committee member of The Association of Corporate Growth (ACG Global), a membership organization focused on middle market growth |
Key Attributes, Experiences and Skills: Mr. Gebert was selected to serve on our Board because of his extensive experience and expertise in financial reporting, accounting and controls; his deep understanding of risk management and finance; and his involvement in executive leadership. | |
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WILLIAM C. DUNKELBERG, Ph.D. | |
Independent Director Committees: Audit Director since: February 2011 Age: 78 | Dr. Dunkelberg has served as one of our independent directors since February 2011. Dr. Dunkelberg served as the chair of the board of directors of Liberty Bell Bank, a publicly-traded commercial bank chartered in New Jersey, from July 2005 until 2018, and as member of the audit committee from 2003. Dr. Dunkelberg serves as a Professor Emeritus in the College of Liberal Arts at Temple University in Philadelphia 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 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. |
Key Attributes, Experiences and Skills: Dr. Dunkelberg was selected to serve on our Board primarily because of his expertise in economics, banking and capital markets, and his experience as a director of both public and private companies. | |
LISA WASHINGTON | |
Independent Director since: January 2021 Age: 53 | Lisa Washington has served as one of our independent directors since January 2021. Ms. Washington is Chief Legal Officer (“CLO”) and a Senior Vice President of WSFS Financial Corporation (NASDAQ: WSFS), the financial services holding company of Wilmington Savings Fund Society, a position which she has held since September 2019. In addition, Ms. Washington serves as Chair of the Board of JEVS Human Services, Inc., a not-for-profit social service organization, and is also a Board Member and Secretary of the Rosenbach Museum & Library in Philadelphia. From July 2018 to September 2019, Ms. Washington served as a legal advisor and consultant through Washington Consulting, LLC to Atlas Energy Group, LLC, an energy exploration and production company. From February 2012 until July 2018, Ms. Washington served as the CLO and Secretary of Atlas Energy Group, LLC. Ms. Washington served as CLO and Secretary at the general partner of Atlas Energy, L.P., from January 2006 until February 2015. From September 2016 to July 2018, she served as the Vice President, CLO and Secretary of Titan Energy, LLC, a publicly traded exploration and production company, and before that was Vice President, CLO and Secretary of Titan’s predecessor, Atlas Resource Partners, L.P. Ms. Washington also held the same titles at the general partner of Atlas Pipeline Partners, L.P., a publicly-traded master limited partnership that provided natural gas gathering and processing services from 2005 until February 2015. Ms. Washington served as CLO and Secretary of the general partner of Atlas Growth Partners, L.P. since its inception in 2013 until July 2018. From 1999 to 2005, Ms. Washington was an attorney in the business department of the law firm of Blank Rome LLP. Ms. Washington holds a J.D. from the University of Pennsylvania Law School, an M.B.A. in Public Policy and Finance from The Wharton School, and an A.B. in Comparative Literature from Princeton University. |
Key Attributes, Experiences and Skills: Ms. Washington was selected to serve on our Board because of her expertise in corporate governance and risk management for public companies and her extensive experience and involvement in executive leadership. | |
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MELINDA H. McCLURE | |
Lead Independent
Committees: Nominating & Compensation
Director since: June 2017 Age: Other Public | Ms. McClure has served as one of our independent directors since June 2017. She is |
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MACK D. PRIDGEN III | |
Independent Director Committees: •Audit, •Compensation Director since: September 2015 Age: 71 | Mr. Pridgen has served as one of our independent directors since September 2015 when he joined the Board upon the consummation of our acquisition of Trade Street Residential, Inc. (“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 chair 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. |
Key Attributes, Experiences and Skills: Mr. Pridgen was selected to serve on our Board because of his 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 | |
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DEFOREST B. SOARIES, JR., | |
Independent Director Committees: Compensation (Chair) Nominating & Governance Director since: February 2011 Age: Other Public Ocwen Financial Corporation | Dr. Soaries 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, and serves as a member of the audit committee of the Ocwen board. From 2004 to 2005, he served as the first chair of the U.S. Election Assistance Commission (EAC), appointed by former President George W. Bush and confirmed by the U.S. Senate. From 1999 to 2002, Dr. Soaries served as Secretary of State of New Jersey. In this capacity, he served for three years on the Governor’s Urban Coordinating Council that guided state policy on real estate development, most of which was apartment real estate development. Dr. Soaries was a professor at the Drew University Theological School in Madison, New Jersey from 1997 to 1999, Kean University in Union, New Jersey from 1993 to 1994 and Princeton Theological Seminary in Princeton, New Jersey from 1992 to 1993 and an assistant professor at Mercer County Community College in Trenton, New Jersey from 1989 to 1991. He has led the development, ownership, conversion and management of several apartment projects as a community development executive. Dr. Soaries holds a Bachelor of Arts in Urban and Religious Studies from Fordham University in Bronx, New York, a Master of Divinity from Princeton and a Doctor of Ministry from United Theological Seminary in Dayton, Ohio. |
Key Attributes, Experiences and Skills: Dr. Soaries was selected to serve on our Board primarily because of his diverse background in banking, community development, apartment properties, government and as a director of the Federal Home Loan Bank of New York. | |
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Corporate Governance Documents
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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 our Audit, Compensation and Nominating Committees in compliance with NYSE listing standards. The following key governance documents are available on our website at www.irtliving.com: KEY CORPORATE GOVERNANCE DOCUMENTS | |
•Corporate Governance Guidelines •Audit Committee Charter •Compensation Committee Charter •Nominating and Governance Committee Charter • Clawback Policy | •Stock Ownership Guidelines •Section 16 Reporting Compliance Procedures •Code of Ethics •Whistleblower Policy •Insider Trading Policy |
These documents are also available free of charge by writing to Independence Realty Trust, to our Secretary, Jessica K. Norman, at 1835 Market Street, Suite 2601, Philadelphia, Pennsylvania 19103 or by calling Ms. Norman at (267) 270-4800. No information contained on the Company’s website is part of or incorporated into this Proxy Statement. | |
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 fivesix of our seven directors are independent under NYSE standards, specifically: Dr. Dunkelberg, Mr. Gebert, Ms. McClure, Mr. Pridgen, Dr. Soaries and Dr. Soaries.Ms. Washington. In making its independence determinations, our Board considered and reviewed all information known to it (including information identified through annual directors’ questionnaires).
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 Chair and Chief Executive Officer. Since February 2013, Mr. Schaeffer has served as both Chair and Chief Executive Officer. From January 2011 to February 2013, these offices were separated with Mr. Schaeffer serving as Chair. Our Corporate Governance Guidelines require the independent directors to appoint a Lead Independent Director if the role of theSince February 2013, Mr. Schaeffer has served as both Chair is combined with that of theand Chief Executive Officer. Our Board considered Mr. Schaeffer’s significant experience in all aspects of our business as part of its rationale for deciding to combine the roles of Chair and Chief Executive Officer. Our Board believes that our current leadership structure is appropriate at this time because the structure enhances Mr. Schaeffer’s ability to provide strong and consistent leadership and a unified voice for us and because our Board believes its governance processes, as reflected in our Corporate Governance Guidelines and Board committee charters, preserve Board independence by ensuring independent discussion among directors and independent evaluation of, and communication with, members of senior management. To further preserve Board independence, our Corporate Governance Guidelines require the independent directors to appoint a Lead Independent Director if the role of the Chair is combined with that of the Chief Executive Officer. Our Lead Independent Director further enhances the Board’s leadership structure and effectiveness by focusing on the Board’s processes and priorities, and facilitating independent oversight of management. The Lead Independent Director promotes open dialogue among the independent and non-management
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independent and non-management directors during Board meetings, at executive sessions without the presence of the Chief Executive Officer, and between Board meetings.
Executive Sessions of Non-Management Directors
Our Board holds regular executive sessions of non-management directors. In addition, 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. Prior to March 18, 2019, ourOur Corporate Governance Guidelines providedprovide that the director who presides at these meetings of the independent directors would be rotated each meeting among the chairs of our Audit Committee, Compensation Committee and Nominating Committee. On March 18, 2019, our Board amended our Corporate Governance Guidelines to establish the position of Lead Independent Director toshall preside at these meetings and appointed Ms. McClure to serve as our Lead Independent Director.meetings.
Effective March 18, 2019, ourOur 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 available for consultation and communication with stockholders where appropriate; and will perform such other functions as the Board may direct.
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, and they are encouraged to do so.
Communications with our Independent Directors and Board
Our Corporate Governance Guidelines provide that any interested parties desiring to communicate with our independent directors may directly contact such directors by delivering correspondence in care of our Secretary at our principal executive offices at 1835 Market Street, Suite 2601, Philadelphia, Pennsylvania 19103. In addition, stockholders may send communications to our Board by sending them to in care of our Secretary. The Secretary will forward these communications to the Chair of the Audit Committee, who will distribute them to the directors to whom the communications are 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
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Board) without the Board’s consent. None of our directors currently serve on more than one other public company board.
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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.
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.
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RISK OVERSIGHT RESPONSIBILITIES OF THE BOARD AND ITS COMMITTEES
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 code of ethics reflects and reinforces our commitment to integrity 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 any waiver will be disclosed promptly as required by law or stock exchange regulation, and, in addition, amendments to or waivers of our code of ethics that apply to our principal 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 SEC will be disclosed on our website at
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www.irtliving.com.
Our Audit Committee has established procedures, set forth in our code of ethics, for the submission of complaints about our accounting or auditing matters. These procedures include a hotline for the anonymous and confidential submission of concerns regarding questionable accounting or auditing matters. Any matters reported through the hotline that involve accounting, internal controls over financial reporting or auditing matters will be reported to the Chair of our Audit Committee. Our current hotline number is (844) 348-1579.
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Board and Committee Meetings; Attendance
Our Board held 813 meetings during 2018.2020. 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 table below provides 20182020 membership and meeting information for each of these committees:
Board Member | Audit | Compensation | Nominating | Audit | Compensation | Nominating |
Scott F. Schaeffer* |
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William C. Dunkelberg, Ph.D | X |
| Chair | X |
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Melinda H. McClure** |
| X |
| X | Chair | |
Mack D. Pridgen III | X | X |
| X | X |
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Richard H. Ross |
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DeForest Soaries, Jr., D.Min |
| Chair | X |
| Chair | X |
Richard D. Gebert | Chair |
| Chair |
| X | |
Meetings held in 2018 | 9 | 9 | 4 | |||
Meetings held in 2020 | 10 | 5 | ||||
*Chair of the Board
**Lead Independent Director
In 2018,2020, all of the then-servicing directors attended at least 75% of the 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 our directors are expected to attend our annual meeting of stockholders. All of our then-serving directors attended our 20182020 annual meeting of stockholders.
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Each member of our Audit Committee is independent under NYSE standards and SEC regulations and each member of our Audit Committee is financially literate, knowledgeable and qualified to review financial statements. The charter of our Audit Committee requires such independence and financial literacy as a condition to continued membership on the Audit Committee. Mr. Gebert is the Audit Committee Chair is qualified as an “audit committee financial expert” within the meaning of SEC regulations. Our Board reached its conclusion as to the qualifications of Mr. Gebert based on his education and experience in analyzing financial statements of a variety of companies.
Our Audit Committee operates pursuant to a written charter adopted by our Board and reviewed for adequacy annually by the committee.
•our accounting and the integrity of our consolidated financial statements and financial reporting process; •our systems of disclosure controls and procedures and internal control over financial reporting; •our compliance with financial, legal and regulatory requirements; •the qualifications, independence and performance of our independent registered public accounting firm; •the performance of our internal audit function; •our compliance with our code of ethics, including the review and assessment of related party transactions and the granting of any waivers to the code of ethics; and •risks and exposures as described above under “Risk Oversight.” |
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Our 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 Committee also prepares the audit committee report required by SEC regulations to be included in our annual proxy statement. The Audit Committee has adopted audit and non-audit services pre-approval guidelines.
Our Board has delegated oversight of compliance with our code of ethics to the Audit Committee, including the review of related party transactions and the granting of waivers to the code of ethics. If the Audit 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.
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Each member of our Compensation Committee is independent under NYSE standards. The charter of our Compensation Committee requires such independence as a condition to continued membership on the Compensation Committee. Dr. Soaries is the Compensation Committee Chair. Our Compensation Committee operates pursuant to a written charter adopted by our Board and reviewed for adequacy annually by the committee.
•reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the compensation of our Chief Executive Officer based on such evaluation; •reviewing and approving the compensation of the Named Executive Officers; •reviewing and approving our executive compensation policies and plans; •administering our incentive compensation equity-based plans, including our Long Term Incentive Plan, or the LTIP; •producing a report on executive compensation to be included in our annual proxy statement; •reviewing and approving compensation for non-employee directors. |
Since the third quarter of 2018, our
Our Compensation Committee has retained Semler Brossy Consulting Group as its consultant.consultant for 2020. We describe the role of the Compensation Committee’s consultant in the “Compensation Discussion and Analysis – Role of Compensation Consultant” later in this proxy statement.
Each member of our Nominating Committee is independent under NYSE standards. The charter of our Nominating Committee requires such independence as a condition to continued membership on the Nominating Committee. Dr. DunkelbergMs. McClure is the Nominating Committee Chair. Our Nominating Committee operates pursuant to a written charter adopted by our Board and reviewed for adequacy annually by the committee.
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The Nominating Committee uses a variety of methods for identifying and evaluating nominees for director. In recommending director nominees to the Board, the Nominating 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 Committee assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. If vacancies are anticipated, or otherwise arise, the Nominating Committee considers whether to fill those
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vacancies and, if applicable, considers various potential director candidates. These candidates are evaluatedat regular or special meetings of the Nominating Committee, and may be considered at any point during the year. The Nominating Committee seeks to make its recommendations for director nominees for each annual meeting to the Board by the end of the first quarter eachyear.
The Nominating Committee has not adopted specific, minimum qualifications or specific qualities or skills that must be met by a Nominating Committee-recommended nominee. The Nominating Committee seeks to ensure that the membership of the Board and each committee of the Board 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 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.
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 regardingin 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 as a result of their sex, race, religion, creed, sexual orientation or disability.Board members.
The Nominating 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 Committee considers the attributes of the candidate and the needs of the Board, and will review all candidates in the same manner, regardless of the source of the recommendation. The Nominating Committee will consider individuals recommended by stockholders for nomination as a director in accordance with the procedures described under “Stockholder Proposals and Director Nominations.”
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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 firstfourth quarter of 2019,2020, 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.
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
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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 2018,2020, senior management metheld 132 meetings with approximately 64 institutional investors and 13 research analysts, conducted 14 investor property tours,including, 2 non-deal roadshows and attended four4 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.
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We have adopted stock ownership requirements for our non-employee Directors and certainour 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:
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Non-Employee Directors | 5 times cash retainer |
Chief Executive Officer | 5 times annual salary |
| 3 times annual salary |
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.
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
| 2021 Proxy Statement | 27 |
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.
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.
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.
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PROPOSAL 2. RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ratification of the Selection of Independent Registered Public Accounting Firm
Our Audit Committee has appointed KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.2021. 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 2018. 2020.
In selecting KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019,2021, 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 stockholder ratification of the appointment of KPMG LLP as our independent registered public accounting firm is not required by our bylaws or otherwise, our Board has decided to afford our stockholders the opportunity to express their opinions on the matter of our independent registered public accounting firm. Even if the selection is ratified, our Audit Committee in its discretion may select a different independent registered public accounting firm at any time if it determines that such a change would be in our best interests and those of 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.
Representatives of KPMG LLP will be present at the annual meeting and will have the opportunity to make a statement if they desire to do so and will be available to respond to 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 2019.2021.
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.
| 2018 |
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| 2017 |
| 2020 |
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| 2019 |
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Audit Fees(1) | $ | 589,680 |
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| $ | 510,000 |
| $ | 545,000 |
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| $ | 555,000 |
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Audit-Related Fees(2) |
| 245,000 |
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| 275,000 |
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| 232,250 |
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| 270,000 |
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Tax Fees(3) |
| 158,000 |
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| 165,000 |
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| 172,760 |
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| 163,500 |
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All Other Fees(4) |
| - |
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| - |
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Total | $ | 992,680 |
|
| $ | 950,000 |
| $ | 950,010 |
|
| $ | 988,500 |
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(1) | Audit fees consisted of the aggregate fees billed for professional services rendered by KPMG in connection with its audit of our consolidated financial statements, audit of internal controls relating to Section 404 of the Sarbanes-Oxley Act, and its reviews of the unaudited consolidated interim financial statements that are normally provided in connection with statutory and regulatory filings or engagements for these fiscal years. |
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(2) | Audit-related fees consist of fees to review registration statements and for the issuance of comfortletters associated with the issuance of our commonshares. |
(3) | Tax fees consist of the aggregate fees billed for professional services rendered by KPMG for tax compliance, tax advice and tax planning. |
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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 Committee and, as a consequence, such services were not provided pursuant to a waiver of the pre-approval requirement set forth in this Rule.
The Audit Committee has reviewed and discussed our AUDIT COMMITTEE Richard D. Gebert, Chair William C. Dunkelberg Mack D. Pridgen III
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SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number of shares of our common stock beneficially owned, as of March 19, 2019,25, 2021, by (i) each person known to us to be the beneficial owner of more than 5% of the common 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 19, 201925, 2021 and are based upon 89,520,581102,037,422 shares of common stock outstanding at the close of business on such 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.
Title of Class | Name and Address of Beneficial Owner (1) | Amount and Nature of Beneficial Ownership |
| Nature of Ownership | Percent of Class |
| Name and Address of Beneficial Owner (1) | Amount and |
| Nature of | Percent |
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Common Stock | BlackRock, Inc. |
| 15,978,135 |
| (2) | 17.85% |
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Common Stock | The Vanguard Group, Inc. |
| 9,627,108 |
| (3) | 10.75% |
| BlackRock, Inc. |
| 17,301,397 |
| (2) | 16.99% |
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Common Stock | AllianceBernstein L.P. |
| 5,787,780 |
| (4) | 6.47% |
| The Vanguard Group, Inc. |
| 10,793,867 |
| (3) | 10.60% |
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Common Stock | Vanguard Specialized Funds - Vanguard REIT Index Fund |
| 4,169,430 |
| (5) | 4.66% |
| AllianceBernstein L.P. |
| 6,184,559 |
| (4) | 6.07% |
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Common Stock | Directors: |
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| Directors: |
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| Scott F. Schaeffer |
| 260,393 |
| (6) | * |
| Scott F. Schaeffer |
| 408,106 |
| (5) | * |
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| William C. Dunkelberg |
| 23,980 |
|
| * |
| William C. Dunkelberg |
| 38,391 |
|
| * |
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| Melinda H. McClure |
| 6,514 |
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| * |
| Melinda H. McClure |
| 19,925 |
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| * |
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| Mack D. Pridgen III |
| 51,566 |
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| * |
| Mack D. Pridgen III |
| 64,977 |
|
| * |
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| Richard H. Ross |
| 27,369 |
|
| * |
| DeForest B. Soaries, Jr |
| 38,340 |
|
| * |
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| DeForest B. Soaries, Jr |
| 24,929 |
|
| * |
| Richard D. Gebert |
| 19,925 |
|
| * |
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| Richard D. Gebert |
| 6,514 |
|
| * |
| Lisa Washington |
| - |
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| * |
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| Non-Director Executive Officers: |
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| Non-Director Executive Officers: |
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| James J. Sebra |
| 83,991 |
| (7) | * |
| James J. Sebra |
| 133,078 |
| (6) | * |
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| Farrell M. Ender |
| 113,609 |
| (8) | * |
| Farrell M. Ender |
| 154,474 |
| (7) | * |
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| Jessica K. Norman |
| 9,342 |
| (8) | * |
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| All directors and executive officers as a group: |
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| Jason R. Delozier |
| 13,491 |
| (9) | * |
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| (11 persons) |
| 618,315 |
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| * |
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| All directors and executive officers as a group: |
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| (11 persons) |
| 900,049 |
|
| * |
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*Does not exceed 1%
(1) | Unless otherwise indicated, the business address of each person listed is 1835 Market Street, Philadelphia, Pennsylvania 19103. |
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| 2021 Proxy Statement | 31 |
(3) | Based solely on |
(4) | Based solely on |
(5) |
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(6) | Includes |
(7) | Includes |
(8) | Includes |
(9) | Includes 10,157 common shares directly held by Mr. |
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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 43,45, has served as our Chief 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 and a Master of Business Administration from Villanova University. Mr. Sebra is a Certified Public Accountant in Pennsylvania.
Farrell M. Ender, age 43,45, has served as our President 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 our 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.
Jason 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 the Controller at RAIT Financial Trust, a publicly traded REIT and IRT’s former advisor, from September 2015 to June 2017. Previously, Mr. Delozier was Director of Financial Reporting at Ascensus, Inc., a private-equity owned financial services provider, from May 2013 to September 2015. From 2005 to 2013, Mr. Delozier worked for KPMG LLP, a national public accounting firm, serving a variety of public and private financial institution clients. Mr. Delozier is a Certified Public Accountant in Pennsylvania and holds a Bachelor of Science in Accounting from Widener University.
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EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
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| 2021 Proxy Statement | 34 |
Compensation Discussion and Analysis
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 20182020 under the program for our named executive officers (the “Named Executive Officers”), who for 20182020 were:
Mr. Schaeffer, our Chair and Chief ExecutiveOfficer;
Mr. Sebra, our Chief Financial Officer andTreasurer; and
Mr. Ender, our President.President;
Ms. Norman, our Executive Vice President and General Counsel;and
Mr. Delozier, our Chief AccountingOfficer.
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:
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At our 2017 Annual Meeting of Shareholders, over 95% of our shareholders who voted approved our advisory report on the Company’s executive compensation. We believe our shareholders’ overwhelming support for the Company’s compensation program in 2017 reflects the strong alignment between our executive pay and performance.
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✓Commit to oversight, evaluation and continuous improvement of our executive pay design and administration by an independent Compensation Committee consisting entirely of independent directors. ✓Target executive compensation mix to favor performance-based compensation. ✓Measure executive compensation levels and targets against other similarly-sized REIT companies, both in and outside the multifamily space. ✓Utilize key measures tied to operational, financial and share performance. ✓Benchmark compensation against our identified peer group. ✓Maintain a “double trigger” requirement for vesting of outstanding equity awards upon a change of control. ✓Engage an independent compensation consulting firm to advise on appropriate pay practices. ✓Maintain stock ownership requirements for |
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Elements & Objectives of Our Compensation Program
We seek to attract and retain key executives, including the Named Executive Officers, by motivating them to achieve a high level of performance and rewarding them for that performance.
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| Overview | Key Performance Metrics/Details | |||
| Base Salary ▪Annual fixed cash compensation meant to attract and retain executives by balancing at-risk compensation ▪Not intended to compensate individuals for extraordinary performance or for above-average performance by IRT |
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| Annual Cash Bonus Award ▪Annual cash compensation linked to objective and quantitative annual business results and subjective individual performance as assessed by the committee | Objective Performance Criteria ▪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 | |||
Equity-Based Awards ▪Performance-based long-term equity intended to encourage value creation directly aligned with the shareholder experience ▪Time-based long-term equity intended to recruit and retain employees while aligning with the shareholder experience | Performance-Based Equity ▪70% relative 3-year TSR
Time-Based Equity ▪25% vests per | ||||
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20182020 Compensation Decisions
In December 2017, the Compensation Committee determined to adjust the base salaries for the Named Executive Officers effective as of January 1, 2018. The general rationale behind our base salary decisions are discussed above in “Elements and Objectives of our Compensation Policies”. Specifically, the adjustments to base salaries from 2017 to 2018 for the Named Executive Officers wereare intended to maintain internal equity amongst thebe competitive with base salaries for comparable positions at similarly sized REITs, which allows us to attract and retain
| 2021 Proxy Statement | 36 |
first-class executive talent. The 2020 and 2019 base salaries of our Named Executive Officers and to better align their target compensation as compared to the Company’s 2017 peer groups. The 2018 and 2017 base salaries are set forth in the table below:
Executive | 2018 Base Salary | 2017 Base Salary | 2020 Base Salary | 2019 Base Salary |
Scott F. Schaeffer | $700,000 | $618,600 | $700,000 | |
James J. Sebra | $400,000 | $398,600 | $400,000 | |
Farrell M. Ender | $400,000 | $308,600 | $400,000 | |
Jessica K. Norman | $300,000 | $225,000 | ||
Jason R. Delozier | $275,000 | $245,000 | ||
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Beginning with IRT’s 2017 fiscal year, theThe Compensation Committee implemented a newmaintains 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 participant composed of two components, as described below:
“Objective/Formulaic ComponentComponent”” – the objective/formulaic component of the cash bonus award that may be earned by each Named Executive Officer will be determined by IRT’s performance relative to specified objective performance criteria established by the Compensation Committee as described below.
“Subjective Component”Subjective Component” – the subjective component of the cash bonus award may be determined based on the Compensation Committee’s subjective evaluation of such participant’s performance.
Allocation of Components and Calculation of the 20182020 Cash Bonus Awards – the 20182020 cash bonus awards were allocated 75% to the objective/formulaic component and 25% to the subjective component for the CEO and President, and 60% to the objective/formulaic component and 40% to the subjective component for the CFO.component.
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2018 Cash Bonus Award RangesCASH BONUS AWARD RANGES
The individual 20182020 cash bonus award ranges, as a percentage of base salary for Threshold, Target and Maximum performance levels for each of the Named Executive Officers set forth below was as follows:
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| 2018 | 2018 Cash Bonus Ranges |
| 2020 | 2020 Cash Bonus Ranges | ||||||||||||
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| Base | % of Base Salary |
| Dollar Value |
| Base | % of Base Salary |
| Dollar Value | ||||||||
Executive |
| Salary | Threshold | Target | Maximum |
| Threshold | Target | Maximum |
| Salary | Threshold | Target | Maximum |
| Threshold | Target | Maximum |
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Scott F. Schaeffer |
| $700,000 | 100% | 179% | 250% |
| $700,000 | $1,250,000 | $1,750,000 |
| $700,000 | 100% | 179% | 250% |
| $700,000 | $1,253,000 | $1,750,000 |
James J. Sebra |
| $400,000 | 75% | 125% | 175% |
| $300,000 | $500,000 | $700,000 |
| $400,000 | 50% | 100% | 150% |
| $200,000 | $400,000 | $600,000 |
Farrell M. Ender |
| $400,000 | 50% | 100% | 150% |
| $200,000 | $400,000 | $600,000 |
| $400,000 | 50% | 100% | 150% |
| $200,000 | $400,000 | $600,000 |
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Jessica K. Norman |
| $300,000 | 50% | 100% | 150% |
| $150,000 | $300,000 | $450,000 | |||||||||
Jason R. Delozier |
| $275,000 | 27.5% | 55% | 82.5% |
| $75,625 | $151,250 | $226,875 | |||||||||
| 2021 Proxy Statement | 37 |
2018 Objective/Formulaic Performance CriteriaOBJECTIVE/FORMULAIC PERFORMANCE CRITERIA
The objective performance measures and relative weightings established by the Compensation Committee for purposes of the 20182020 cash bonus award program, as well as the actual 20182020 performance outcomes for these measures, are shown below (see “Grant of 2018 Cash“Cash Bonus Awards”Outcomes” section below for resulting payouts):
Metric(1) |
| Weighting | Threshold | Target | Maximum | 2018 | Achievement Level |
Weighting |
Threshold |
Target |
Maximum | 2020 Actual |
CORE FFO per share |
| 40% | $0.74 | $0.76 | $0.79 | $0.74 | Threshold | 40% | $0.79 | $0.81 | $0.82 | $0.80 |
Same Store NOI Growth |
| 20% | 2.5% | 3.4% | 4.5% | 2.6% | Between Threshold and Target | 20% | 4.0% | 4.75% | 5.5% | 3.1% |
Operating Margin |
| 15% | 59.0% | 60.0% | 61.0% | 60.0% | Target | 15% | 60.0% | 60.9% | 61.8% | 60.7% |
G&A % of Revenue |
| 15% | 5.0% | 4.5% | 4.0% | 4.4% | Between Target and Maximum | 15% | 5.1% | 4.9% | 4.7% | 4.8% |
Net-Debt-to-EBITDA |
| 10% | 9.4x | 9.2x | 9.0x | 9.1x | Between Target and Maximum | 10% | 9.1x | 8.9x | 8.7x | 8.2x |
(1) | See “Appendix A – Reconciliation of Non-GAAP Financial Measures to GAAP Measures” |
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| 2020 Cash Bonus Weighting and Payout Detail | |||||||
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| CEO | Other NEOs | |||||
Metric | Weighting | Final | Payout | Final | CFO | Pres. | GC | CAO Payout |
CORE FFO per share | 40% | 41% | $292,950 | 39% | $90,000 | $90,000 | $67,500 | $34,031 |
Same Store NOI Growth | 20% | 0% | $0 | 0% | $0 | $0 | $0 | $0 |
Operating Margin | 15% | 18% | $127,138 | 17% | $40,000 | $40,000 | $30,000 | $15,125 |
G&A % of Revenue | 15% | 23% | $168,919 | 24% | $56,250 | $56,250 | $42,188 | $21,270 |
Net-Debt-to-EBITDA | 10% | 18% | $131,250 | 20% | $45,000 | $45,000 | $33,750 | $17,016 |
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Totals |
| 77% | $720,256 | 77% | $231,250 | $231,250 | $173,438 | $87,441 |
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All of these objective performance criteria are calculated in a manner consistent with how we disclose the metricmetrics in our public reporting; provided that the Compensation Committee retains discretion to adjust the calculation of these metrics if it determines, due to unanticipated business developments, transactions or other factors affecting the calculation of such metrics, that such an adjustment would be appropriate or necessary to support the purposes of the program. TheConsistent with prior years, the Committee exercised this discretion when determining the achievement of the 2018 objective performance criteria by utilizingutilized a pro forma leverage ratio rather than actual leverage ratio when calculating the Net-Debt-to-EBITDA metric. TheWhile this adjustment had no effect on the 2020 performance outcome, the Compensation Committee felt this adjustment was necessaryappropriate to align calculations with prior years, when this adjustment was made to correct inherent incongruities with the leverage ratio performance metric caused by the timing of acquisitions and dispositions
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throughout the 2018 calendar year. See “Allocation of Components and Calculation of the 20182020 Cash Bonus Award” above for a description of how the 20182020 cash bonus awards were calculated.
| 2021 Proxy Statement | 38 |
2018 Subjective CriteriaSUBJECTIVE CRITERIA
The subjective bonus award portion of the 2020 cash bonus award for each of the Named Executive Officer’s 2018 cash bonus awardOfficer set forth below was based on the Compensation Committee’s subjective evaluation of the Named Executive Officer’s performance relative to achieving specified criteria established for 2018,2020, which the Compensation Committee has determined are also important elements of each Named Executive Officer’s contribution to the creation of overall shareholder value. These included the following elements:individual elements on which certain of our Named Executive Officers were evaluated are as follows:
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Scott F. Schaeffer | •Strategic
• Boardrelations • Executing the businessplan • Communication • Successionplanning |
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• Team development andsuccession • Strategic planning and supporting newinitiatives • Investor and analystoutreach • Balance sheet management and financialflexibility • Effectiveness in oversight of technology developmentinitiatives |
Farrell M. Ender | • Effectiveness in training, mentoring and developingpersonnel • Enhancing the portfolio through asset sales andacquisitions • Effectiveness in developing and promoting corporateculture • Improving asset quality through redevelopmentinitiatives |
Jessica K. Norman | • Effective oversight of legal and regulatory matters • Support new corporate and strategic initiatives • Identify and manage changing governance trends • Review and improve internal policies and procedures to manage for risk tolerance • Develop legal and property risk management personnel & improve efficiencies • Management of outside counsel relative to cost and effectiveness. |
Jason R. Delozier | • Leading and enhancing ongoing training/education among corporate and property accounting teams with a focus on continuous improvement • Connecting Philadelphia and Chicago teams through monthlytraining, periodic trips to and from for all members of the team, video conferencing, etc. Focusing on building a “rewarding” function for all teammembers • Improving efficiency of and reducing cycle time required to close the books • Overseeing enhancements to internal control environment toimprove and strengthen management reviewcontrols • Participating in and supporting corporate and strategic operating initiatives |
| 2021 Proxy Statement | 39 |
With respect to the 20182020 subjective performance criteria, the Compensation Committee analyzed the performance of the Named Executive Officers as compared to the subjective criteria discussed above. The Compensation Committee determined that Messrs. Sebra, Ender and EnderDelozier and Ms. Norman achieved the specified individual criteria established for 20182020 in a manner that the Compensation Committee found to be above-average.above-average particularly in light of the unique and unprecedented challenges stemming from the COVID-19 pandemic. In doing so, the Compensation Committee noted that each Named Executive Officer achieved their goals relative to their individual performance criteria while successfully guiding the Company through social and economic turmoil created by the pandemic. Accordingly, the Compensation Committee granteddetermined that the cash bonus awardspayouts to Messrs. Sebra, Ender and Sebra above target for 2018.Delozier and Ms. Norman with respect to their 2020 subjective performance elements should be at the maximum level. With respect to Mr. Schaeffer, the full Board (other than Mr. Schaeffer) conducted an evaluation of Mr. Schaeffer based on the above criteria and, based on a 5 point5-point scale, with 5 being the maximum,highest, assigned Mr. Schaeffer a composite score of 4.2,4.5, which further supported the Compensation Committee’s decision to grant him an above targetpayout the subjective performance element of his cash bonus awardat the maximum level for 2018.2020.
Grant of 2018 Cash Bonus OutcomesCASH BONUS OUTCOMES
Based on the combined objective and subjective results discussed above, the Compensation Committee awarded the Named Executive Officers cash bonuses equivalent to the relevant percentage of base salary, based on the achievement of each performance metric relative to the target for such performance metric. The individual 20182020 cash bonus awardspayout for each of the Named Executive Officers was as follows:
| 2018 Cash Bonus Award | 2020 Cash Bonus Award | ||||||||||||||
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| Payout ($) | % of |
| Payout ($) | % of | ||||||||||
Executive | Target ($) |
| Objective/Formulaic | + | Subjective | = | Combined | Target | Target ($) |
| Objective/Formulaic | + | Subjective | = | Combined | Target |
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Scott F. Schaeffer | $1,250,000 |
| $729,937 |
| $384,615 |
| $1,114,552 | 89% | $1,253,000 |
| $720,256 |
| $437,500 |
| $1,157,756 | 92% |
James J. Sebra | $500,000 |
| $240,267 |
| $280,000 |
| $520,267 | 104% | $400,000 |
| $231,250 |
| $150,000 |
| $381,250 | 95% |
Farrell M. Ender | $400,000 |
| $225,333 |
| $150,000 |
| $375,333 | 94% | $400,000 |
| $231,250 |
| $150,000 |
| $381,250 | 95% |
Jessica K. Norman | $300,000 |
| $173,438 |
| $112,500 |
| $285,938 | 95% | ||||||||
Jason R. Delozier | $151,250 |
| $87,441 |
| $56,719 |
| $144,160 | 95% | ||||||||
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Performance Share Units (PSUs)PERFORMANCE SHARE UNITS (PSUS)
PSUs account for 75% of each Named Executive Officer’sthe overall target equity mix to ensure that a meaningful portion of the total equity opportunity is tied to the achievement of performance objectives. PSUs are awarded based on the following criteria:
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| Goal-Range | ||
Performance Criteria |
| Threshold | Target | Maximum |
Relative 3-year TSR | 70% | 30th percentile | 50th percentile | 75th percentile |
Strategic Objectives | 30% | Subjective | ||
Relative 3-year TSR. For purposes of determining IRT’s achievement against the relative 3-year TSR metric, IRT’s TSR will be compared to the constituents of the FTSE NAREIT Apartment Index over the performance period,
| 2021 Proxy Statement | 40 |
using the relative percentile ranking approach for all constituents that are included in that index over the full performance period.
Subjective Criteria. The subjective bonus award portion of each Named Executive Officer’s 2018the 2020 PSUs will be based on the Compensation Committee’s subjective evaluation of the Named Executive Officer’s performance relative to achieving specified individual criteria over the performance period, which theCompensation Committee has determined are also important elements of each Named Executive Officer’s contribution to the creation of overall shareholdervalue.
Vesting.50% of PSUs earned will vest on each of December 31, 20202022 and December 31, 2021,2023, in each case based on continued service through such dates and subject to accelerated vesting in certain cases, as described below under the heading “Additional Terms of 2018 Equity2020 PSU Awards.”
Dividends and Voting. No dividend equivalents will be paid while the 2020 PSUs are subject to performance criteria. Once the performance period concludes, dividend equivalents will accrue on earned PSUs that remain subject to time vesting and those accrued amounts will be paid upon delivery of the shares to which they relate. PSUs do not have any voting rights.
Restricted StockRESTRICTED STOCK UNITS (RSUS)
Time-based restricted stock accountsRSUs account for the remaining 25% of the 20182020 equity awards whichawards. In each case, these RSUs will vest 25% per year, on the first four anniversaries from the date of grant, subject to accelerated vesting upon death, disability or termination without cause within one year following a change in control.control, death, disability and retirement (as defined below). In each case, such accelerated vesting is conditioned upon the execution of a release of claims and, in the case of retirement, a non-compete and non-solicitation agreement with a duration of up to three years. In addition, the employment agreements for the Named Executive Officers’ employment agreementsOfficers each providedprovide for accelerated vesting of time-vested equity in the event of a termination without cause or resignation with good reason, providedand subject to the officer executes and does not revokeexecution of a release of claims.
Dividend equivalents will be accrued with respect to 2020 RSU awards and paid upon delivery of the shares to which they relate. RSUs do not have any voting rights.
Number of PSUs and Restricted Stock AwardsNUMBER OF PSUS AND RSUS
The sizes of the 20182020 equity awards were determined by the Compensation Committee based on the following proposedintended individual award opportunities. values:
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| Performance-Based Award |
| Performance-Based Award | |||||
Executive | Total Target Award | Time-Based Award | Threshold | Target | Maximum | Total Target | Time-Based | Threshold | Target | Maximum |
Scott F. Schaeffer | $2,000,000 | $500,000 | $750,000 | $1,500,000 | $2,250,000 | $2,000,000 | $500,000 | $750,000 | $1,500,000 | $2,250,000 |
James J. Sebra | $700,000 | $175,000 | $262,500 | $525,000 | $787,500 | $800,000 | $200,000 | $300,000 | $600,000 | $900,000 |
Farrell M. Ender | $800,000 | $200,000 | $300,000 | $600,000 | $900,000 | $800,000 | $200,000 | $300,000 | $600,000 | $900,000 |
Jessica K. Norman | $300,000 | $75,000 | $112,500 | $225,000 | $337,500 | |||||
Jason R. Delozier | $176,000 | $44,000 | $66,000 | $132,000 | $198,000 | |||||
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The number of PSUs and RSUs awarded is set forth below and was determined by dividing the intended award value (at target, dollar amountin the case of the award that may be earnedPSUs) by $8.67,$15.12, the volume weighted average of our closing stock price on the NYSE on February 23, 2018,for the 20 trading days prior to March 2, 2020, the grant date. The number of shares awardedPlease note that the grant date fair value shown in the Summary Compensation Table for 2018 restricted stockthese awards is set forth below and was determined by dividingless than the dollar amount ofamounts shown above due to differences in how the award by our closing stock price on the grant date.
Number of 2020 |
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Executive | Number of 2018 Restricted Shares | Number of 2018 PSUs | RSUs | Number of 2020 PSUs |
Scott F. Schaeffer | 57,670 | 173,010 | 33,063 | 99,189 |
James J. Sebra | 20,184 | 60,554 | 13,225 | 39,675 |
Farrell M. Ender | 23,068 | 69,204 | 13,225 | 39,675 |
Jessica K. Norman | 4,959 | 14,878 | ||
Jason R. Delozier | 2,909 | 8,728 | ||
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Additional Terms of the 2018 equity awards
Dividends will be accrued with respect to 2018 restricted stock awards and paid upon vesting of the shares to which they related. No dividend equivalents will be paid while the 2018 PSUs are subject to performance criteria. Once the performance period concludes, dividend equivalents will accrue on the portion of the 2018 PSUs which have met the performance criteria and remain subject only to time vesting.
The 2018 restricted stock awards have voting rights and the 2018 PSUs do not have any voting rights.ADDITIONAL TERMS OF THE 2020 PSU AWARDS
If a Named Executive Officer’s employment is terminated due to death, disability, termination without cause or disability and other than voluntarily or for cause (as defined in the relevant Named Executive Officer employment agreement), whichresignation with good reason (which we refer to as a qualified termination,termination) prior to the conclusion of the 3-yearthree-year performance period applicable to such 20182020 PSUs, then such performance period will be shortened to conclude at the end of the calendar quarter immediately preceding such qualified termination. In such event, the Compensation Committee will determine promptly after the date of such qualified termination theThe number of 2018 PSUs earned by such Named Executive Officer, if any, for such(if any) will then be determined based on actual performance during the shortened performance period in accordance with the performance criteria established for such award. The Named Executive Officer’s earned 2018 PSUs, if any,and will be pro-rated to reflect the portion of the original three-year performance period actually worked by the executive and suchexecutive. Such earned PSUs will not be subject to any additional time based vesting period. With respect to earned 2018 PSUs held byIn the Named Executive Officer for whichcase of a qualified termination after the performance period is complete, but for whichbefore the additional time-based vesting period is incomplete prior to the Named Executive Officer’s qualified termination,complete, any restrictions on such earned awardsPSUs shall lapse and such earned awards shall automatically become fully vested as of the date of such qualified termination. The foregoing treatment upon a qualified termination is conditioned on the execution of a release of claims.
In the event of a Named Executive Officer’s “retirement” (as defined below), prior to the 2018conclusion of the three-year performance period, 2020 PSUs will vest in the following manner. If such retirement occursremain outstanding and be earned (or forfeited) based on actual performance during the performance period, the number of 2018 PSUs vested will be determined on a pro rata basis by multiplying the 2018 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-yearfull three-year performance period. IfIn that case, any earned 2020 PSUs will not be subject to further time-vesting requirements, but shares will not be deliverable in respect of those earned RSUs until the otherwise applicable time-vesting dates. Similarly, if a Named Executive Officer’s retirement occurs after the performance period, allshares will be delivered in earned 2020 PSUs on the otherwise applicable time-vesting dates. The foregoing retirement treatment is conditioned on the Named Executive Officer (1) executing a release of the 2018 PSUs earned in the performance period will vest uponclaims, (2) entering into a non-compete and non-solicitation agreement with a duration of up to three years, and (3) providing at least six months advance notice of retirement. The above notwithstanding in no event will any 2018 PSUs vest if the performance targets are not met. “Retirement”
“Retirement” is defined in the 2018 PSUs as the Named Executive Officer’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 Officer’s combined age and service equals at least 70. AAs of December 31, 2020, Mr. Schaeffer was the only Named Executive Officer may separate upon retirement subject to providing at least six (6) months’ advance notice to uswho satisfied the age and entering into a separate three-year non-competition and non-solicitation agreement, if requested. In the event the 2018 PSUs vest due to retirement shares will be distributable on the same dates as would have otherwise be applicable in the absence of suchservice requirements for retirement.
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On February 18, 2021, the Compensation Committee and the Board determined that the performance share units granted to Messrs. Schaeffer, Sebra, and Ender in 2018 with a performance period ending on December 31, 2020 vested at the maximum level (i.e., 150% of the target number of shares). 2018 PSUs were awarded based 70% on relative TSR and 30% on subjective criteria, each of which was deemed to be earned at maximum levels. The Company’s three-year absolute TSR of 53% was at the 86th percentile of NAREIT Apartment Index (above the 75th percentile maximum goal). With consideration to the Company’s strong TSR outperformance, the Committee determined that a similar payout was appropriate for the subjective portion of the award.
20192021 Compensation Decisions
For 2019,2021, our Compensation Committee made the following decisions regarding our compensation levels and programs:
Maintain 2018 target pay levels forFor all Named Executive Officers, other than the CEO, CFO and Presidentto align pay closer with competitive median, increase salary from 2020 levels as follows:
Executive | Total 2020 Salary | Total 2021 Salary |
James J. Sebra | $400,000 | $425,000 |
Farrell M. Ender | $400,000 | $425,000 |
Jessica K. Norman | $300,000 | $325,000 |
Jason R. Delozier | $275,000 | $300,000
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No change was made to Mr. Schaeffer’s base salary for 2021.
Align the CFO’s pay mix and structure with the otherFor all Named Executive Officers. Specifically:
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Establish individual executive objectives for the subjectiveOfficers, 2021 cash bonus component (moving away from shared team objectives in 2018)opportunities are unchanged as a percentage of base salary.
Maintain structure of 2018For all Named Executive Officers, to align pay closer with competitive median, increase target long-term incentive programfrom 2020 levels as follows:
Executive | Total Target Award in 2020 | Total Target Award in 2021 |
Scott F. Schaeffer | $2,000,000 | $2,295,244 |
James J. Sebra | $800,000 | $918,750 |
Farrell M. Ender | $800,000 | $918,750 |
Jessica K. Norman | $300,000 | $414,062 |
Jason R. Delozier | $176,000 | $207,092 |
Implementing the Objectives of Our Compensation Policies
We consider our implementation of incentive-based compensation described above to bring us in line with best compensation practices. Other important policies and other factors influencing our compensation decisions are described below.
Impact of 20172020 Stockholder Advisory Votes
At our 20142020 annual meeting of stockholders, our stockholders who cast votes on this proposal recommended by a substantial majority (71.7%of votes cast (98.2%) that we hold an advisory stockholder vote on the compensation of our Named Executive Officers every three years.
As a result of this vote, we provided our stockholders an advisory vote on the Named Executive Officers’ compensation at our 2017 annual stockholder meeting where stockholders holding over 95% of our shares of Common Stock voted for the Company’s “say-on-pay” resolution.year. In accordance with Exchange Act rules, we will next hold an advisory vote on the frequency of our say on pay votes at our 2021 annual stockholder meeting.
We also provided our stockholders an advisory vote on the Named Executive Officers’ compensation at our 2020 annual stockholder meeting. Stockholders who cast votes on this proposal voted to approve the Company’s non-binding “say-on-pay” resolution, with over 98% of the votes cast approving of such resolution.
| 2021 Proxy Statement | 43 |
Role of Chief Executive OfficerOfficer in Setting Compensation
The Company’s Chief Executive Officer makes recommendations to the Compensation Committee based on the compensation philosophy and objectives set by the Compensation Committee as well as current business conditions. More specifically, for each Named Executive Officer, including himself, the Chief Executive Officer reviews market data and recommends to the Compensation Committee the performance measures and target goals, in each case for the review, discussion and approval of the Compensation Committee. These goals are derived from our current business plan and include both quantitative measurements and qualitative considerations selected to reinforce and enhance achievement of our operating and growth objectives. For each Named Executive Officer other than himself, the Chief Executive Officer also reviews the rationale and guidelines for compensation and equity awards, and advises on the achievement of established performance measures and target goals. The Chief Executive Officer may attend meetings of the Compensation Committee at the request of the Compensation Committee chair, but does not attend executive sessions and does not participate in any Compensation Committee discussions relating to the final determination of his own compensation.
Role of Compensation Consultant
Our Compensation Committee has the authority to engage independent advisors to assist it in carrying out its responsibilities. For fiscal 2018,2020, the Compensation Committee engaged Semler Brossy Consulting Group (“Semler Brossy”) as its independent executive compensation consultant. Semler Brossy, who reports directly to the Compensation Committee and not to management, is independent from us, has not provided any services to us other than to the Compensation Committee and receives compensation from us only for services provided to the
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Compensation Committee. Our Compensation Committee assessed the independence of Semler Brossy pursuant to SEC rules and concluded that the work of Semler Brossy for the Compensation Committee has not raised any conflict of interest.
Semler Brossy reviews and advises on all principal aspects of our executive compensation program. Its main responsibilities are as follows:
Advise on alignment of pay and performance;
Review and advise on executive total compensation, including base salaries, short- andshort-and long-term incentives, associated performance goals, and retention and severance arrangements;
Advise on trends in executive compensation;
Provide recommendations regarding the composition of our peer group;
Analyze peer group proxy statements, compensation survey data and other publicly available data; and
Perform any special projects requested by the Compensation Committee.
The Compensation Committee typically asks Semler Brossy to attend its meetings, including executive sessions at which management is not present. Semler Brossy communicates regularly with the Chair of the compensationCompensation Committee outside of committee meetings and also meets with management to gather information and review proposals.
The Compensation Committee regularly reviews compensation paid by our peer group. PriorFor 2020, the Committee determined to Semler Brossy’s engagement,maintain the Compensation Committee used two different peer groupssame group as in 2019 (outlined below), save for the removal of companies. The asset-based peer group1, which consisted of nine multifamily focused companies with which IRT competes for investment opportunities and institutional investor funding, was utilized to assist the Compensation Committee in understanding current compensation structures and practices. The size-based peer group2, which consisted of ten companies reasonably comparable to IRT based on total enterprise value, was utilized to assist the Compensation Committee in understanding current market compensation levels.
As part of its engagement in 2018, Semler Brossy reviewed the committee’s two peer groups and determined thatTIER REIT due to enough similarity between the groups from a pay design perspective, a single consolidated peer group could be used for go-forward pay level and pay practice comparisons. Accordingly, the committee approved a new peer group in 2018, for use in 2018 (to determine 2019 pay actions) and subsequent periods. This group is comprised of 14 publicly traded companies in the multifamily apartment space and other related REIT spaces that are comparable to IRT in terms of enterprise value and total assets. Of these 14 companies, 12 of them were included in one of the two prior peer groups. The new peer group is reflected below:M&A activity.
American Assets Trust
American Campus Communities
Apartment Investment & Mgmt. Co.
Camden Property Trust
Cedar Realty Trust
Chatham Lodging Trust
Easterly Government Properties
Rexford Industrial Realty
STAG Industrial
Terreno Realty Corp.
TIER REIT
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Urstadt Biddle PropertiesAmerican Campus Communities
Washington REIT
1 American Campus Communities, Apartment Investment and Management Company, AvalonBay Communities, & Mgmt. Co.
Bluerock Residential Growth REIT
Camden Property Trust Education Realty Trust, Equity Residential, Essex Property Trust, Mid-America Apartment Communities, UDR.
2 Armada Hoffler Properties, Cedar Realty Trust
Chatham Lodging Trust
Easterly Government Properties First Potomac Realty
Investors Real Estate Trust
Rexford Industrial Realty
STAG Industrial
Terreno Realty Corporation, TIER REIT, Corp.
UDR
Urstadt Biddle Properties.Properties
Washington REIT
In evaluating the internal pay relationship among the Named Executive Officers, theOther Compensation Committee sets the target opportunity for each executive officer under the incentive plans based on his or her relative respective responsibilities and expected contributions to our performance. Mr. Schaeffer, as Chief Executive Officer, had the highest salary and target opportunity amounts, followed by Mr. Sebra, as Chief Financial Officer, and then Mr. Ender, as President. With respect to qualitative or discretionary portions of the executive officer’s compensation, the Compensation Committee evaluates each officer’s performance individually.
Allocation Between Equity Compensation and Cash Payments. The Compensation Committee strives to achieve an appropriate mix between base salary, cash bonuses and equity incentive awards in order to meet our compensation objectives. However, any pay mix objective is not applied rigidly and does not control the Compensation Committee’s compensation decisions; it serves as another tool to assess an executive’s total pay opportunities and whether appropriate incentives have been provided in order to accomplish our compensation objectives. The Compensation Committee also seeks to balance compensation elements that are based on individual contributions toward achieving our financial, operational and strategic goals with others that are based on the performance of our common shares and our dividend record.
Allocation Among Types of Equity Compensation. Awards that may be granted under our LTIP include unrestricted stock, restricted stock, restricted stock units, deferred stock units, options, stock appreciation rights, or SARs, performance awards, dividend equivalents, other stock based awards and any other right or interest relating to stock or cash, which we collectively refer to herein as awards. Our Compensation Committee will determine if and when any of our Named Executive Officers, other officers or participants as defined in the LTIP will receive such awards in the manner described above under “Information Concerning Our Board of Directors, Committees and Governance-Compensation Committee.” Our equity awards in 2018 and 2019 are described above.
In accordance with SEC rules, equity compensation awards are reflected in the Summary Compensation Table based on their grant date fair value and not the year in which the grantees realize any value in respect of the awards.
Equity Grant Practices. The Compensation Committee historically made equity awards to executive officers and other participants under the LTIP around its first quarterly meeting of the year.Matters
Anti-Hedging Policy. Officers are prohibited from purchasing puts, calls, options or other derivative securities based on the Company’s securities under the Company’s Insider Trading Policy. The policy also prohibits hedging or monetization transactions, such as zero-cost collars and forward sale contracts and purchasing securities of the Company on margin, borrowing against any account in which the Company’s securities are held or otherwise pledging any securities of the Company. See also “Proposal 1 - Election of Directors - Anti-Hedging Policy” above.
Stock Ownership Requirements.The Chief Executive Officer and Chair of the Board is required to hold common shares with a value equal to five times his annual base salary. All other executive officers are required to hold common shares with a value equal to three times their annual base salary. All non-employee directors and executive officers are required to satisfy these stock ownership requirements six years after the later of (i) their
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election or appointment as a director or executive officer, as applicable, or (ii) April 1, 2018, the date we adopted the requirements. See also “Proposal 1, Election of Directors, Stock Ownership Requirements” above.All executive officers are in compliance with these stock ownership guidelines, as they have either met the minimum share ownership requirements or they have not yet reached the date by which such requirements must be satisfied.
Employment Agreements.Agreements. Each of the Named Executive Officers has an employment agreement with us.
The employment agreements set floor amounts for base salary and, in certain cases, bonus opportunities.salary. In addition, the employment agreements provide for payments and other benefits if the executive’s employment terminates under specified circumstances, including in the event of a termination following a “change in control”. See “Executive“Named Executive Officer Compensation—Potential Payments uponon Termination or Change in Control” for a description of these severance and change in control benefits with the Named Executive Officers. The Compensation Committee believes that these severance and change in control arrangements are an important part of overall compensation for these Named Executive Officers because they help to secure the continued employment and dedication of these Named Executive Officers, notwithstanding any concern that they might have regarding their own continued employment in general and prior to or following a change in control. The Compensation Committee also believes that these arrangements are important as a recruitment and retention device, as most of the companies with which we compete for executive talent have customarily hadhave similar agreements in place for their senior employees.
The Named Executive Officer employment agreements also contain provisions that prohibit the executive from disclosing IRT’s confidential information and prohibitprohibits 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 Named Executive Officer employment agreements. We believe that these provisions help ensure the long-term success of IRT.
| 2021 Proxy Statement | 45 |
Risk Management and IRT’s Compensation Policies and Procedures.As part of the Board’s role in risk oversight, the Compensation Committee considers the impact of our compensation plans, policies and practices,and the incentives they create, with respect to all employees, including executive officers, on our risk profile. Based on this consideration, the Compensation Committee concluded that our compensation policies and procedures are not reasonably likely to have a material adverse effect on us. Some of the factors the Compensation Committee considered as mitigating the risks of our compensation plansinclude:
The mix of compensation, which tended to beis balanced with an emphasis toward rewarding long term performance;
The use of multiple performance metrics that are closely aligned with strategic business goalsin the annual and long-term incentiveplans;
The use of discretion as a means to adjust compensation to reflect individual performance or other factors;
Multi-year time vesting onof equity awards, which generally requires long term commitment on the part of employees;
Incentive awards made under the incentive award plan to any participant are capped on an annual basis under the terms of the incentive award plan;at a maximum number ofshares or dollars, asapplicable;
The use of peer group comparisons to ensure the compensation programs are consistent with industry practice;and
Responding to any executive misconduct in the manner described below under “Potential Impact on Compensation from ExecutiveMisconduct.”
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The Effect of Regulatory Requirements on Ourour Executive Compensation
IRC Sections 280G and 4999. IRC Section 280G limits our ability to take a tax deduction for certain “excess parachute payments” (as defined in Section 280G) and IRC Section 4999 imposes excise taxes on each executive that receives “excess parachute payments” paid by us in connection with a change in control. Our employment agreements with our Named Executive Officers provide that the Named Executive Officer shall be solely responsible for any excise tax imposed by Section 4999 of the IRC.
Accounting Rules. Various rules under generally accepted accounting principles determine the manner in which IRT accounts for grants of equity-based compensation to our employees in our financial statements. The Compensation Committee takes into consideration the accounting treatment of alternative grant proposals under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, “Stock Compensation”, when determining the form and timing of equity compensation grants to employees, including our Named Executive Officers. The accounting treatment of such grants, however, is not determinative of the type, timing, or amount of any particular grant of equity-based compensation to our employees.
Potential Impact on Compensation from Executive Misconduct. If the Board determines that an executive officer has engaged in fraudulent or intentional misconduct, the Board would take action to attempt to remedy the misconduct, prevent its recurrence, and impose such discipline on the officer as would be appropriate. Discipline would vary depending on the facts and circumstances, and may include, without limit, termination of employment, initiating an action for breach of fiduciary duty and, if the misconduct resulted in a significant restatement of our financial results, seeking reimbursement of any portion of performance-based or incentive compensation paid or awarded to the executive that is greater than what would have been paid or awarded if calculated based on the restated financial results. These remedies would be in addition to, and not in lieu of, any actions imposed by law enforcement agencies, regulators or other authorities. Under the Dodd-Frank Act, additional guidance will be forthcoming regarding mandatory recoupment of compensation. When such guidance isauthorities, and all remedies available we intend to adopt additional policies to implement theunder our new requirements.Clawback Policy (as described above.
Annual cash bonus awards and performance-based equity awards are subject to clawback terms that are
| 2021 Proxy Statement | 46 |
Our Clawback Policy is intended to allow us to recover erroneously paid performance-based amounts paidfrom executive officers if we are required to such officer pursuant to such awards to the extent that the Compensation Committee, followingprepare an appropriate investigation and consideration of all relevant circumstances, determines that such officer has engaged in fraud or willful misconduct that caused the requirement for a material accounting restatement of our financial statements due to our material noncompliance with any financial reporting requirement (excluding any restatement due solely to a change in accounting rules).
IRT provides certain other limited forms of compensation and benefits to the Named Executive Officers, 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 Executive Officers and determined that they are reasonable and appropriate.under applicable securities laws.
Perquisites. None of our other Named Executive Officers received perquisites equal to or greater than $10,000 in 2018.2020. In general, we do not emphasize perquisites as part of the compensation packages we offer and seek to emphasize other elements.
401(k) Plan. The IRTOur 401(k) plan offers eligible employees the opportunity to make tax-advantaged investments on a regular basis through salary deferrals, which are supplemented by our matching contributions and discretionary profit sharing contributions. IRTcontributions if any. We currently providesprovide a cash match equal to each employee’s contributions to the extent the contributions do not exceed 4% of the employee’s eligible compensation and may provide additional discretionary matching contributions. Any matching contribution made by IRTus pursuant to the IRT 401(k) plan vests immediately. Our Named Executive Officers participate in this plan on the same basis as other eligibleemployees.
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The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis and discussed that analysis with management. Based on its review and discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for DeForest B. Soaries, Jr., D. Min, Melinda H. Mack D. Pridgen III |
Compensation Committee Interlocks and Insider Participation
No member of our Compensation Committee is or has been an officer or employee of us. In addition, none of our executive officers serves as a member of the board of directors or Compensation Committee of any company that has an executive officer serving as a member of our Board.
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Named Executive Officer Compensation
We provide below summary information about compensation expensed or accrued by IRT duringfor the fiscal year ended December 31, 2018,2020 for the following persons, who we refer to as the Named Executive Officers:
The person who served as ourOur Chief Executive Officer during 2018:Officer: Scott F. SchaefferSchaeffer;
The person who served as ourOur Chief Financial Officer during 2018:Officer: James J.Sebra; and
The person who served as ourOur President: Farrell M.Ender;
Our Executive Vice President during 2018: Farrell M. Ender.and General Counsel:Jessica K. Norman; and
Our Chief Accounting Officer: Jason R.Delozier.
There were no other Named Executive Officers of IRT serving at the end of the fiscal year ended December 31, 2020. As Ms. Norman and Mr. Delozier became Named Executive Officers during 2019, no prior year comparable compensation information has been presented for 2018.
Name and Principal Position |
| Year |
| Base Salary (1) |
|
| Bonus (2) |
|
| Stock Awards (3) |
|
| Non-Equity Incentive Plan Compensation (4) |
|
| All Other Compensation (5) |
|
| Total |
| ||||||
Scott F. Schaeffer (Chief Executive Officer) |
| 2018 |
| $ | 700,000 |
|
| $ | 384,615 |
|
| $ | 1,711,156 |
|
| $ | 729,937 |
|
| $ | 55,248 |
|
| $ | 3,580,956 |
|
|
| 2017 |
| $ | 618,600 |
|
| $ | 386,625 |
|
| $ | 906,388 |
|
| $ | 985,912 |
|
| $ | 41,441 |
|
| $ | 2,938,967 |
|
|
| 2016 |
| $ | 18,745 |
|
| $ | — |
|
| $ | 348,320 |
|
| $ | — |
|
| $ | 8,989 |
|
| $ | 376,054 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James J. Sebra (Chief Financial Officer) |
| 2018 |
| $ | 400,000 |
|
| $ | 280,000 |
|
| $ | 598,903 |
|
| $ | 240,267 |
|
| $ | 37,101 |
|
| $ | 1,556,271 |
|
|
| 2017 |
| $ | 298,950 |
|
| $ | 239,160 |
|
| $ | 375,061 |
|
| $ | 306,603 |
|
| $ | 29,121 |
|
| $ | 1,248,895 |
|
|
| 2016 |
| $ | — |
|
| $ | — |
|
| $ | 174,160 |
|
| $ | — |
|
| $ | 5,761 |
|
| $ | 179,921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Farrell M. Ender (President) |
| 2018 |
| $ | 400,000 |
|
| $ | 150,000 |
|
| $ | 684,461 |
|
| $ | 225,333 |
|
| $ | 56,056 |
|
| $ | 1,515,849 |
|
|
| 2017 |
| $ | 308,600 |
|
| $ | 136,500 |
|
| $ | 401,108 |
|
| $ | 349,119 |
|
| $ | 43,940 |
|
| $ | 1,239,266 |
|
|
| 2016 |
| $ | 9,352 |
|
| $ | 50,000 |
|
| $ | 348,320 |
|
| $ | — |
|
| $ | 10,188 |
|
| $ | 417,860 |
|
|
| |||
| 2021 Proxy Statement | 47 |
Name and Principal Position |
| Year |
| Base Salary |
|
| Bonus (1) |
|
| Stock Awards (2) |
|
| Non-Equity Incentive Plan Compensation (3) |
|
| All Other Compensation (4) |
|
| Total |
| ||||||
Scott F. Schaeffer (Chief Executive Officer) |
| 2020 |
| $ | 700,000 |
|
| $ | 437,500 |
|
| $ | 1,626,039 |
|
| $ | 720,256 |
|
| $ | 11,400 |
|
| $ | 3,495,195 |
|
|
| 2019 |
| $ | 700,000 |
|
| $ | 437,500 |
|
| $ | 1,723,887 |
|
| $ | 1,028,501 |
|
| $ | 11,200 |
|
| $ | 3,901,088 |
|
|
| 2018 |
| $ | 700,000 |
|
| $ | 384,615 |
|
| $ | 1,711,156 |
|
| $ | 729,937 |
|
| $ | 55,248 |
|
| $ | 3,580,956 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James J. Sebra (Chief Financial Officer) |
| 2020 |
| $ | 400,000 |
|
| $ | 150,000 |
|
| $ | 650,404 |
|
| $ | 231,250 |
|
| $ | 11,400 |
|
| $ | 1,443,054 |
|
|
| 2019 |
| $ | 400,000 |
|
| $ | 150,000 |
|
| $ | 689,556 |
|
| $ | 338,250 |
|
| $ | 11,200 |
|
| $ | 1,589,006 |
|
|
| 2018 |
| $ | 400,000 |
|
| $ | 280,000 |
|
| $ | 598,903 |
|
| $ | 240,267 |
|
| $ | 37,101 |
|
| $ | 1,556,271 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Farrell M. Ender (President) |
| 2020 |
| $ | 400,000 |
|
| $ | 150,000 |
|
| $ | 650,404 |
|
| $ | 231,250 |
|
| $ | 11,400 |
|
| $ | 1,443,054 |
|
|
| 2019 |
| $ | 400,000 |
|
| $ | 100,000 |
|
| $ | 689,556 |
|
| $ | 338,250 |
|
| $ | 11,200 |
|
| $ | 1,539,006 |
|
|
| 2018 |
| $ | 400,000 |
|
| $ | 150,000 |
|
| $ | 684,461 |
|
| $ | 225,333 |
|
| $ | 56,056 |
|
| $ | 1,515,849 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jessica K. Norman (Executive Vice President and General Counsel) |
| 2020 |
| $ | 300,000 |
|
| $ | 112,500 |
|
| $ | 243,894 |
|
| $ | 173,438 |
|
| $ | 11,400 |
|
| $ | 841,232 |
|
|
| 2019 |
| $ | 225,000 |
|
| $ | 200,000 |
|
| $ | 77,625 |
|
| $ | — |
|
| $ | 9,370 |
|
| $ | 511,995 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jason R. Delozier (Chief Accounting Officer) |
| 2020 |
| $ | 275,000 |
|
| $ | 56,719 |
|
| $ | 143,075 |
|
| $ | 87,441 |
|
| $ | 11,400 |
|
| $ | 573,635 |
|
|
| 2019 |
| $ | 245,000 |
|
| $ | 41,344 |
|
| $ | 103,500 |
|
| $ | 93,230 |
|
| $ | 9,830 |
|
| $ | 492,904 |
|
(1) |
|
|
|
| We report all equity awards at their full grant date fair value in accordance with FASB ASC Topic 718, “Compensation-Stock Compensation.” For restricted stock awards, the fair value was calculated based on the NYSE market price for our common stock on the grant date for the award. For PSUs, the fair value on the date of grant was estimated using a Monte Carlo simulation model. See Note 7: “Equity Compensation Plans” within Item 8 of our Form 10-K for further discussion including assumptions used when valuing equity awards. For |
Scott F. Schaeffer –$1,211,156– $1,167,455 PSUs (at maximum performance PSUs would be $2,250,000)and $500,000$458,584 restricted stock unit awards.
|
|
|
|
|
Farrell M. EnderJames. J. Sebra – $484,461$466,673 PSUs (at maximum performance PSUs would be $900,000)and $200,000$183,431 restricted stock unit awards.
Farrell M. Ender – $466,673 PSUs (at maximum performance PSUs would be $900,000)and $183,431 restricted stock unit awards.
Jessica K. Norman – $175,113 PSUs (at maximum performance PSUs would be $337,500)and $68,781 restricted stock unit awards.
Jason R. Delozier – $102,727 PSUs (at maximum performance PSUs would be $198,000) and $40,348 restricted stock unit awards.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Year |
| Company Contributions to Retirement and 401(k) plans |
|
| Dividends on Restricted Stock |
|
| Total |
| ||||
Scott F. Schaeffer (Chief Executive Officer) |
| 2018 |
| $ | 11,000 |
|
| $ | 44,248 |
|
| $ | 55,248 |
|
|
| 2017 |
| $ | 10,800 |
|
| $ | 30,641 |
|
| $ | 41,441 |
|
|
| 2016 |
| $ | 348 |
|
| $ | 8,641 |
|
| $ | 8,989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James J. Sebra (Chief Financial Officer) |
| 2018 |
| $ | 11,000 |
|
| $ | 26,101 |
|
| $ | 37,101 |
|
|
| 2017 |
| $ | 10,800 |
|
| $ | 18,321 |
|
| $ | 29,121 |
|
|
| 2016 |
| $ | — |
|
| $ | 5,761 |
|
| $ | 5,761 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Farrell M. Ender (President) |
| 2018 |
| $ | 11,000 |
|
| $ | 45,056 |
|
| $ | 56,056 |
|
|
| 2017 |
| $ | 10,800 |
|
| $ | 33,140 |
|
| $ | 43,940 |
|
|
| 2016 |
| $ | 348 |
|
| $ | 9,840 |
|
| $ | 10,188 |
|
| 2021 Proxy Statement | 48 |
Grants of Plan-BasedPlan-Based Awards in 20182020
The following table provides information about plan-based awards granted to the Named Executive Officers in 2018.2020.
|
|
|
Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) (1) |
| Estimated Future Payouts Under Equity Incentive Plan Awards (#) (2) |
| All other stock awards: Number of shares of stock or units (#) (3) |
| Grant Date Fair Value of Stock and Option Awards ($) (4) |
| |||||||||||||||||
|
| Threshold |
| Target |
| Maximum |
| Threshold |
| Target |
| Maximum |
|
|
|
|
|
|
| ||||||
Scott F. Schaeffer | 2/23/2018 |
| 700,000 |
|
| 1,250,000 |
|
| 1,750,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2/23/2018 |
|
|
|
|
|
|
|
|
|
| 86,505 |
|
| 173,010 |
|
| 259,515 |
|
|
|
|
| 1,211,156 |
|
| 2/23/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 57,670 |
|
| 500,000 |
|
James J. Sebra | 2/23/2018 |
| 300,000 |
|
| 500,000 |
|
| 700,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2/23/2018 |
|
|
|
|
|
|
|
|
|
| 30,277 |
|
| 60,554 |
|
| 90,830 |
|
|
|
|
| 423,903 |
|
| 2/23/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 20,184 |
|
| 175,000 |
|
Farrel M. Ender | 2/23/2018 |
| 200,000 |
|
| 400,000 |
|
| 600,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2/23/2018 |
|
|
|
|
|
|
|
|
|
| 34,602 |
|
| 69,204 |
|
| 103,806 |
|
|
|
|
| 484,461 |
|
| 2/23/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 23,068 |
|
| 200,000 |
|
Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) (1) |
| Estimated Future Payouts Under Equity Incentive Plan Awards (#) (2) |
| All other stock awards: Number of shares of stock or units (#) (3) |
| Grant Date Fair Value of Stock and Option Awards ($) (4) |
| ||||||||||||||||
|
| Threshold |
| Target |
| Maximum |
| Threshold |
| Target |
| Maximum |
|
|
|
|
|
|
| ||||||
Scott F. Schaeffer | 3/2/2020 |
| 525,000 |
|
| 937,500 |
|
| 1,312,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3/2/2020 |
|
|
|
|
|
|
|
|
|
| 49,595 |
|
| 99,189 |
|
| 148,785 |
|
|
|
|
| 1,167,455 |
|
| 3/2/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 33,063 |
|
| 458,584 |
|
James J. Sebra | 3/2/2020 |
| 150,000 |
|
| 300,000 |
|
| 450,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3/2/2020 |
|
|
|
|
|
|
|
|
|
| 19,838 |
|
| 39,675 |
|
| 59,514 |
|
|
|
|
| 466,973 |
|
| 3/2/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 13,225 |
|
| 183,431 |
|
Farrell M. Ender | 3/2/2020 |
| 150,000 |
|
| 300,000 |
|
| 450,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3/2/2020 |
|
|
|
|
|
|
|
|
|
| 19,838 |
|
| 39,675 |
|
| 59,514 |
|
|
|
|
| 466,973 |
|
| 3/2/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 13,225 |
|
| 183,431 |
|
Jessica K. Norman | 3/2/2020 |
| 112,500 |
|
| 225,000 |
|
| 337,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3/2/2020 |
|
|
|
|
|
|
|
|
|
| 7,439 |
|
| 14,878 |
|
| 22,318 |
|
|
|
|
| 175,113 |
|
| 3/2/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4,959 |
|
| 68,781 |
|
Jason R. Delozier | 3/2/2020 |
| 56,719 |
|
| 113,438 |
|
| 170,156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3/2/2020 |
|
|
|
|
|
|
|
|
|
| 4,364 |
|
| 8,728 |
|
| 13,093 |
|
|
|
|
| 102,727 |
|
| 3/2/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,909 |
|
| 40,348 |
|
(1) | These columns represent the potential value of the payout for each eligible officer if the threshold, target, or maximum goals are satisfied under the quantitative bonus components of the Annual Cash Bonus plan, as described above in the “Compensation Discussion Analysis” section. The amounts actually earned by each eligible officer with respect to |
(2) | These columns represent the potential number of common shares earned by each eligible officer if the threshold, target, or maximum goals are satisfied with respect to the |
(3) | This column shows the number of restricted |
(4) | This column shows the full grant date fair value of restricted common stock awards under FASB ASC Topic 718 granted to the Named Executive Officers in |
| 2021 Proxy Statement | 49 |
Pursuant to the requirements of the Dodd-Frank Act, the SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the annual total compensation of our principal
|
|
|
executive officer. The annual total compensation for 20182020 for Mr. Schaeffer, our CEO, was $3,580,956,$3,495,195, as reported under the above Summary Compensation Table. Our median employee’s total compensation for 20182020 was $45,095.$51,401. As a result, we estimate that Mr. Schaeffer’s 20182020 total compensation was approximately 7968 times that of our median employee.
Our CEO to median employee pay ratio was calculated in accordance with Item 402(u) of Regulation S-K. We identified the median employee by examining 20172020 total compensation, consisting of salaries, wages, bonuses, and equity awards for all individuals who were employed by the Company on December 31, 2017,2020, other than our CEO. We included all active employees and annualized the compensation for any non-temporary, non-seasonal employees who were not employed by the Company for the full 20172020 calendar year. As there have not been any major changes in our employee population, we used the same median employee from 2017 and calculated 2018 total compensation for such employee using the same methodology we used for our Named Executive Officers as set forth in the above Summary Compensation Table.
|
|
|
Outstanding Equity Awards at 20182020 Fiscal Year-End
The following table provides information on the holdings of outstanding equity awards by the Named Executive Officers at December 31, 2018.2020. These awards are comprised of PSUs, SARsRSUs and restricted common stock awards. Each award is shown separately for each Named Executive Officer by grant date.
|
| Option Awards |
| Stock Awards |
|
| Stock Awards |
| ||||||||||||||||||||||||||||||||||||||||||||
Name |
| Number of Securities Underlying Unexercised Options (#) Exercisable |
|
|
|
| Number of Securities Underlying Unexercised Options (#) Unexercisable |
|
| Option Exercise Price ($) |
|
| Option Expiration Date |
| Number of Shares or Units of Stock That Have Not Vested (#) |
|
|
|
| Market Value of Shares or Units of Stock That Have Not Vested ($) |
|
| Equity Incentive Plan Awards Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
|
|
|
| Equity Incentive Plan Awards, Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
|
| Number of Shares or Units of Stock That Have Not Vested (#) |
|
| Market Value of Shares or Units of Stock That Have Not Vested ($) |
|
| Equity Incentive Plan Awards Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
|
| Equity Incentive Plan Awards, Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
| |||||||||||
Scott F. Schaeffer |
|
| 60,000 |
| (1 | ) |
| - |
|
|
| 9.35 |
|
| 2/18/2020 |
|
| 18,667 |
| (2 | ) |
| 171,360 |
|
|
| - |
|
| - |
|
|
| 6,803 |
| (1) |
| 91,364 |
|
|
|
|
|
|
|
|
| |||||
|
|
| - |
|
|
| - |
|
|
| - |
|
| n/a |
|
| 18,135 |
| (3 | ) |
| 166,482 |
|
|
| 81,610 |
| (5 | ) |
| 749,180 |
|
|
| 28,836 |
| (2) |
| 387,267 |
|
|
|
|
|
|
|
|
| ||||
|
|
| - |
|
|
| - |
|
|
| - |
|
| n/a |
|
| 57,670 |
| (4 | ) |
| 529,411 |
|
|
| 173,010 |
| (6 | ) |
| 1,588,235 |
|
|
| 36,657 |
| (3) |
| 492,304 |
|
|
| 146,627 |
| (6) |
| 1,969,201 |
| ||||
|
|
| 33,063 |
| (4)(8) |
| 444,036 |
|
|
| 99,189 |
| (7) |
| 1,332,108 |
| ||||||||||||||||||||||||||||||||||||
|
|
| 129,757 |
| (5)(8) |
| 1,742,637 |
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||
James J. Sebra |
|
| 48,000 |
| (1 | ) |
| - |
|
|
| 9.35 |
|
| 2/18/2020 |
|
| 9,333 |
| (2 | ) |
| 85,680 |
|
|
| - |
| - |
|
|
| 3,062 |
| (1) |
| 41,123 |
|
|
|
|
|
|
|
|
| ||||||
|
|
| 10,092 |
| (2) |
| 135,536 |
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||
|
|
| 14,663 |
| (3) |
| 196,924 |
|
|
| 58,651 |
| (6) |
| 787,683 |
| ||||||||||||||||||||||||||||||||||||
|
|
| - |
|
|
| - |
|
|
| - |
|
| n/a |
|
| 8,161 |
| (3 | ) |
| 74,921 |
|
|
| 36,725 |
| (5 | ) |
| 337,136 |
|
|
| 13,225 |
| (4) |
| 177,612 |
|
|
| 39,675 |
| (7) |
| 532,835 |
| ||||
|
|
| - |
|
|
| - |
|
|
| - |
|
| n/a |
|
| 20,184 |
| (4 | ) |
| 185,289 |
|
|
| 60,554 |
| (6 | ) |
| 555,882 |
|
|
| 45,416 |
| (5) |
| 609,937 |
|
|
|
|
|
|
|
|
| ||||
Farrell M. Ender |
|
| 75,000 |
| (1 | ) |
| - |
|
|
| 9.35 |
|
| 2/28/2020 |
|
| 18,667 |
| (2 | ) |
| 171,360 |
|
|
| - |
| - |
|
|
| 2,721 |
| (1) |
| 36,543 |
|
|
|
|
|
|
|
|
| ||||||
|
|
| - |
|
|
| - |
|
|
| - |
|
| n/a |
|
| 7,670 |
| (3 | ) |
| 70,411 |
|
|
| 32,645 |
| (5 | ) |
| 299,681 |
|
|
| 11,534 |
| (2) |
| 154,902 |
|
|
|
|
|
|
|
|
| ||||
|
|
| - |
|
|
| - |
|
|
| - |
|
| n/a |
|
| 23,068 |
| (4 | ) |
| 211,764 |
|
|
| 69,204 |
| (6 | ) |
| 635,294 |
|
|
| 14,663 |
| (3) |
| 196,924 |
|
|
| 58,651 |
| (6) |
| 787,683 |
| ||||
|
|
| 13,225 |
| (4) |
| 177,612 |
|
|
| 39,675 |
| (7) |
| 532,835 |
| ||||||||||||||||||||||||||||||||||||
|
|
| 51,903 |
| (5) |
| 697,057 |
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||
Jessica K. Norman |
|
| 2,500 |
| (2) |
| 33,575 |
|
|
| - |
|
|
| - |
| ||||||||||||||||||||||||||||||||||||
|
|
| 5,000 |
| (3) |
| 67,150 |
|
|
| - |
|
|
| - |
| ||||||||||||||||||||||||||||||||||||
|
|
| 4,959 |
| (4) |
| 66,599 |
|
|
| 14,878 |
| (7) |
| 199,812 |
| ||||||||||||||||||||||||||||||||||||
Jason R. Delozier |
|
| 2,500 |
| (2) |
| 33,575 |
|
|
| - |
|
|
| - |
| ||||||||||||||||||||||||||||||||||||
|
|
| 6,667 |
| (3) |
| 89,538 |
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||
|
|
| 2,909 |
| (4) |
| 39,068 |
|
|
| 8,728 |
| (7) |
| 117,217 |
| ||||||||||||||||||||||||||||||||||||
(1) | These |
(2) |
|
|
|
(3) | For Messrs. Schaeffer, Sebra, and Ender, these restricted common stock awards vest in three equal annual installments on March 15, 2021, March 15, 2022, and March 15, 2023. For Ms. Norman and Mr. Delozier, these restricted stock awards vests in two equal installments on March 1, 2021 and March 1, 2022. |
(4) | These restricted |
(5) | As of December 31, 2020, 2018 PSUs were earned at 150% of target. These units constitute 50% of the earned 2018 PSUs, which generally remain subject to service-based vesting until December 31, 2021. The other 50% of the earned 2018 PSUs |
(6) | These units represent the 2019 PSU awards, which may be earned over a three-year performance period ending December 31, |
| 2021 Proxy Statement | 51 |
the remaining 50% generally subject to service-based vesting until December 31, 2022. The number and value of units shown assumes performance at the target level. The actual number of units earned will depend on actual performance and range from 0%-150% of target. |
(7) | These units represent the 2020 PSU awards, which may be earned over a three-year performance period ending December 31, 2022, with 50% of any earned units vesting at the end of that three-year period and the remaining 50% generally subject to service-based vesting |
|
|
|
|
|
Option Exercises and Stock Vested in 20182020
The following table provides information on the number of shares acquired by the Named Executive Officers upon the vesting of restricted common stock awards, and the exercise of stock appreciation rights, along with the value realizedof such awards at thatthe time of vesting, before payment of any applicable withholding taxes and brokerage commission in 2018.taxes.
|
| Stock Awards |
|
| Option Awards |
|
| Stock Awards |
| |||||||||||||||
| Number of Shares Acquired on Vesting (#) |
|
| Value Realized on Vesting ($) |
|
| Number of Shares Acquired on Exercise (#) |
|
| Value Realized on Exercise ($) |
|
| Number of Shares Acquired on Vesting (#) |
|
| Value Realized on Vesting ($) |
| |||||||
Scott F. Schaeffer |
|
| 32,133 |
|
|
| 277,933 |
|
|
| 16,000 |
|
|
| 33,440 |
|
|
| 224,400 |
|
|
| 3,068,470 |
|
James J. Sebra |
|
| 17,727 |
|
|
| 153,637 |
|
|
| - |
|
|
| - |
|
|
| 85,952 |
|
|
| 1,176,729 |
|
Farrell M. Ender |
|
| 29,720 |
|
|
| 257,805 |
|
|
| - |
|
|
| - |
|
|
| 89,760 |
|
|
| 1,227,389 |
|
Jessica K. Norman |
|
| 6,852 |
|
|
| 95,483 |
| ||||||||||||||||
Jason R. Delozier |
|
| 6,944 |
|
|
| 96,702 |
| ||||||||||||||||
| 2021 Proxy Statement | 52 |
Potential Payments on Termination orChange-In-Control
We have entered into employment agreements with our Named Executive Officers. These agreements provide for payments and other benefits if a Named Executive Officer’s employment with us is terminated under circumstances specified in his respective agreement, including in connection with a “change in control” (as defined in the agreement). A Named Executive Officer’s rights upon the termination of his employment will depend upon the circumstances of the terminationtermination. Under SEC rules, the amounts shown below are calculated as of December 31, 2020 based on facts (e.g. stock price, base salaries, awards outstanding, etc.) then existing.
Named Executive | Termination without cause, resignation for good reason or notice by IRT of non-renewal without release (1) |
| Termination without cause, resignation for good reason or notice by IRT of non-renewal with release (2) |
| Voluntary Termination (3) |
| Disability (4) |
| Death (5) |
| Termination for cause (6) |
| Termination without cause, resignation for good reason or notice by IRT of non-renewal after Change in Control without release (7) |
| Termination without cause, resignation for good reason or notice by IRT of non-renewal after Change in Control with release (7) |
| Termination without cause, resignation for good reason or notice by IRT of non-renewal with release (1) |
| Voluntary Termination (2) |
| Disability (3) |
| Death (4) |
| Termination for cause (5) |
| Termination without cause, resignation for good reason or notice by IRT of non-renewal after Change in Control with release (6) |
| ||||||||||||||
Scott F. Schaeffer | $ | — |
| $ | 6,324,050 |
| $ | 1,028,864 |
| $ | 3,194,619 |
| $ | 3,194,619 |
| $ | — |
| $ | — |
| $ | 7,781,708 |
| $ | 11,069,954 |
| $ | 6,657,094 |
| $ | 7,910,094 |
| $ | 7,910,094 |
| $ | — |
| $ | 12,529,531 |
|
James J. Sebra | $ | — |
| $ | 2,665,477 |
| $ | — |
| $ | 1,332,461 |
| $ | 1,332,461 |
| $ | — |
| $ | — |
| $ | 2,665,477 |
| $ | 4,234,427 |
| $ | — |
| $ | 2,873,788 |
| $ | 2,873,788 |
| $ | — |
| $ | 4,234,427 |
|
Farrell M. Ender | $ | — |
| $ | 2,564,686 |
| $ | — |
| $ | 1,334,210 |
| $ | 1,334,210 |
| $ | — |
| $ | — |
| $ | 2,564,686 |
| $ | 4,293,512 |
| $ | — |
| $ | 3,062,829 |
| $ | 3,062,829 |
| $ | — |
| $ | 4,293,512 |
|
Jessica K. Norman | $ | 1,082,510 |
| $ | — |
| $ | 533,928 |
| $ | 533,928 |
| $ | — |
| $ | 1,082,510 |
| ||||||||||||||||||||||||
Jason R. Delozier | $ | 856,932 |
| $ | — |
| $ | 352,503 |
| $ | 352,503 |
| $ | — |
| $ | 856,932 |
| ||||||||||||||||||||||||
|
|
|
Executive Officer under his employment agreement other than (i) the Named Executive Officer’s base salary due through his date of termination, (ii) any earned but unpaid annual bonus for the year preceding the fiscal year of termination, (iii) any amounts owing to the Named Executive Officer for reimbursement of expenses properly incurred by the Named Executive Officer prior to his date of termination; and (iv) any benefits accrued and earned in accordance with the terms and conditions of any of our applicable benefit plans and programs in which the Named Executive Officer participated prior to his termination of employment. We refer to these collectively as the accrued benefits. |
Each Named Executive Officer employment agreement defines “good reason” as, without the Named Executive Officer’s consent, any of the following events occurring:
a reduction in base salary of the Named ExecutiveOfficer.
we material and willful breach of the Named Executive Officer employmentagreement.
the relocation (without the written consent of the Named Executive Officer) of the Named Executive Officer’s principal place of employment by more than thirty-five (35) miles from its location on the effective date of the Named Executive Officer employment employment agreement.agreement.
• |
|
| 2021 Proxy Statement | 53 |
his removal from the position of Chief Executive Officer or requiring him to report to any of our employees will be deemed to be a significant adverse alteration in the nature or status of his responsibilities); provided, however, that the election by the Board of a different person to serve as Chair will not be deemed to be such an alteration so long as (i) Mr. Schaeffer continues to have his duties assigned to him by the Board and (ii) no executive officers or our other employees have their duties assigned to them by theChair. |
Mr. Schaeffer’s employment agreement also defines “good reason” as, without his consent: a significant adverse alteration in the nature or status of his authority, duties or responsibilities (and his removal from the position of Chief Executive Officer or requiring him to report to any of our employees will be deemed to be a significant adverse alteration in the nature or status of his responsibilities); provided, however, that the election by the Board of a different person to serve as Chair will not be deemed to be such an alteration so long as (i)Sebra’s, Mr. Schaeffer continues to have his duties assigned to him by the BoardEnder’s, Mr. Delozier’s and (ii) no executive officers or our other employees have their duties assigned to them by the Chair.
Mr. Sebra’s and Mr. Ender’sMs. Norman’s respective employment agreements also define “good reason” as a significant adverse alteration in the nature or status of hisauthority, duties orresponsibilities.
| If a termination occurs in the circumstances described |
The Named Executive Officer will receive a lump sum cash payment equal to a defined multiplier times the sum of (x) the Named Executive Officer’s base salary, as in effect immediately prior to his termination of employment and (y) the average annual cash bonus earned by the Named Executive Officer for the three year period immediately prior to his termination of employment, or(or the average annual cash bonus earned by the Named Executive Officer for the actual number of completed fiscal years immediately prior to his termination of employment, if less than three; provided, however, that if the Named Executive Officer has been employed by IRT for less than one completed fiscal year prior to his termination of employment, then the amount used for clause (y) will be the Named Executive Officer’s target annual cash bonus for the fiscal year of his termination of employment.three). In Mr. Schaeffer’s employment agreement, the defined multiplier is 2.25x. In Mr. Sebra’s and Mr. Ender’s employment agreements, the defined multiplier is 2x. In Mr. Delozier’s and Ms. Norman’s employment agreements, the defined multiplier is 1.5x.
The Named Executive Officer will receive a lump sum cash payment equal to a pro rata portion of the annual cash bonus, if any, that the Named Executive Officer would have earned for the fiscal year of his termination based on achievement of the applicable performance goals for such year.
|
|
|
For a period of 18 months following the Named Executive Officer’s date of termination, provided the Named Executive Officer and his eligible dependents timely and properly elect to continue health care coverage under COBRA, the Named Executive Officer will continue to receive the medical coverage in effect at the date of his termination of employment (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, at the same premium rates as may be charged from time to time for employees of IRT generally, as if the Named Executive Officer had continued in employment with IRT during such period.
Any equity awards that are then subject solely to time-vesting conditions will become fully vested as of the date of the Named Executive Officer’s termination of employment. In addition, under the terms of the PSU awards, outstanding PSUs will vest based on performance through the end of the calendar quarter immediately preceding the severance event, subject to pro-ration to reflect the portion of the performance period served prior to the severance event. The amounts shown in the table reflect the full vesting of time-based equity awards, the vesting of 2018 PSUs based on actual performance and the pro-rata vesting of 2019 and 2020 PSUs assuming performance at the target level.performance.
| In this case, no further payments (other than the accrued benefits) will be due under the Named Executive Officer employment agreement, except that the Named Executive Officer will be entitled to receive his accrued benefits. However, under the PSU and 2020 RSU award agreements, an executive who has attained age 55 and completed at least 15 years of service will be deemed “retirement eligible.” Upon retirement of a grantee who has satisfied these conditions, outstanding PSUs will remain outstanding and vest |
| |
| 2021 Proxy Statement | 54 |
awards. The amounts shown in the table above reflect actual performance in respect of 2018 PSUs and assume target performance with respect to 2019 and 2020 PSUs. |
(3) | If IRT terminates the Named Executive Officer’s employment for disability, the Named Executive Officer will be entitled to receive the following: |
A lump sum cash payment equal to a pro rata portion of the Named Executive Officer’s target annual cash bonus for the fiscal year of his termination.
The benefits that the Named Executive Officer has accrued.accrued benefits.
Any equity awards are subject to the same treatment described above in the final bullet of footnote 2.1.
| Each Named Executive Officer employment agreement provides that if the Named Executive Officer dies while employed by IRT, IRT will pay to the Named Executive Officer’s executor, legal representative, administrator or designated beneficiary, as applicable: |
the accrued benefits; and
A lump sum cash payment equal to a pro-rated target cash bonus for IRT’s fiscal year in whichpro rata portion of the Named Executive Officer’s death occurs.target annual cash bonus for the fiscal year of his death.
The accrued benefits.
Any equity awards are subject to the same treatment described above in the final bullet of footnote 2.1.
| Each Named Executive Officer employment agreement provides that IRT may terminate the Named Executive Officer’s employment at any time for cause upon written notice to Named Executive Officer, in which event all payments under the Named Executive Officer employment agreement will cease, except the Named Executive Officer will be entitled to receive the accrued benefits. |
|
|
|
The acquisition (other than from IRT), by any person (as such term is defined in Section 13(c) or 14(d) of the Exchange Act of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined voting power of IRT’s then outstanding voting securities;
The individuals who, as of the effective date of the Named Executive Officer employment agreement, are members of the Board or the incumbent Board, cease for any reason during any twelve month period to constitute at least a majority of the Board unless(unless the election, or nomination for election by IRT’s stockholders, of any new director was approved by a vote of at least a majority of the incumbent Board, and such new director will be considered as a member of the incumbent Board;Board);
The closing of a reorganization, merger, consolidation or similar form of corporate transaction (each, a business combination) involving IRT if (i) the stockholders of IRT, immediately before such business combination, do not, as a result of such business combination, own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the entity resulting from such business combination in substantially the same proportion as their ownership of the combined voting power of the voting securities of IRT outstanding immediately before such business combination or (ii) immediately following the business combination, the individuals who comprised the Board immediately prior thereto do not constitute at least a majority of the board of directors of the entity resulting from such business combination (or, if the entity resulting from such business combination is then a subsidiary, the ultimate parent thereof);
| 2021 Proxy Statement | 55 |
majority of the board of directors of the entity resulting from such business combination (or, if the entity resulting from such business combination is then a subsidiary, the ultimate parent thereof); |
The sale or other disposition of all or substantially all of the assets of IRT; or
The consummation of a complete liquidation or dissolution of IRT.
Our director compensation is designed with the goals of attracting and retaining highly qualified individuals to serve as independent directors and to fairly compensate them for their time and efforts. In 2018,2020, our non-management directors received the following compensation for their service as directors:
A standard non-management Board member retainer per yearof:
$45,000 cash; and |
|
|
|
|
$75,000 worth of IRT stock;
Lead Independent Director retainer per year of $20,000 cash
Chair retainers per year of:
|
|
$20,000 cash for the Audit CommitteeChair;
| $15,000 cash for the |
|
|
|
|
|
|
|
|
|
|
|
For 2019, we will maintain the same compensation for our non-management directors. In addition, our Compensation Committee has elected to pay a $20,000Chair;and
$10,000 cash retainer for the newly created Lead Independent Director position.Nominating CommitteeChair
Committee member (other than the Chair) retainers per year of:
$7,500 cash for the Audit Committeemembers;
$5,000 cash for the Compensation Committee members;and
$5,000 cash for the Nominating Committeemembers.
Our directors are also reimbursed for their out-of-pocket expenses in attending Board and committee meetings.meetings and up to $3,500 annually for education activities.
The following table sets forth information regarding the compensation paid or accrued by IRT during 20182020 to each of our non-management directors:
Director Compensation in 2018
Name |
| Fees Earned or Paid in Cash ($) |
|
| Stock Awards ($)(1) |
|
| Total ($) |
|
| Fees Earned or Paid in Cash ($) |
|
| Stock Awards ($)(1) |
|
| Total ($) |
| ||||||
William C. Dunkelberg, Ph.D |
|
| 57,500 |
|
|
| 59,994 |
|
|
| 117,494 |
|
|
| 52,500 |
|
|
| 71,433 |
|
|
| 123,933 |
|
Melinda H. McClure |
|
| 50,000 |
|
|
| 59,994 |
|
|
| 109,994 |
|
|
| 80,000 |
|
|
| 71,433 |
|
|
| 151,433 |
|
Mack D. Pridgen III |
|
| 52,500 |
|
|
| 59,994 |
|
|
| 112,494 |
|
|
| 57,500 |
|
|
| 71,433 |
|
|
| 128,933 |
|
Richard H. Ross |
|
| 40,000 |
|
|
| 59,994 |
|
|
| 99,994 |
| ||||||||||||
DeForest Soaries, Jr., D.Min |
|
| 60,000 |
|
|
| 59,994 |
|
|
| 119,994 |
|
|
| 65,000 |
|
|
| 71,433 |
|
|
| 136,433 |
|
Richard D. Gebert |
|
| 60,000 |
|
|
| 59,994 |
|
|
| 119,994 |
|
|
| 70,000 |
|
|
| 71,433 |
|
|
| 141,433 |
|
|
|
| 320,000 |
|
|
| 359,964 |
|
|
| 679,964 |
|
|
| 325,000 |
|
|
| 357,165 |
|
|
| 682,165 |
|
| On May |
|
|
|
For 2021, after considering the levels of non-employee director compensation at our peer companies and consulting with their independent compensation consultant, our Compensation Committee has elected to maintain the same director compensation structure summarized above.
EQUITY COMPENSATION PLAN INFORMATIONEquity Compensation Plan Information
The following table sets forth certain information regarding IRT’s equity compensation plans as of December 31, 2018.2020.
Plan Category | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (1) |
|
| (b) Weighted Average Exercise Price of Outstanding Options Warrants, and Rights |
|
| (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a)) (2) |
| (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (1) |
|
| (b) Weighted Average Exercise Price of Outstanding Options Warrants, and Rights |
| (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a)) |
| |||||
Equity compensation plans approved by security holders |
| 875,620 |
|
| $ | 9.35 |
|
|
| 3,255,546 |
|
| 993,568 |
|
| n/a |
|
| 1,483,077 |
|
Equity compensation plans not approved by security holders |
| - |
|
| n/a |
|
|
| - |
|
| - |
|
| n/a |
|
| - |
| |
Total |
| 875,620 |
|
|
|
|
|
|
| 3,255,546 |
|
| 993,568 |
|
|
|
|
| 1,483,077 |
|
(1) | Includes |
|
|
Proposal 3: Advisory Vote on Executive Compensation
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, enables our stockholders to vote to approve, on an advisory, nonbinding basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules.
As described in detail above under the heading “Executive Officer and Director Compensation — Compensation Discussion and Analysis,” our executive compensation programs are designed to attract, retain and motivate our named executive officers, who are critical to our success. Under these programs, our named executive officers are rewarded for the achievement of annual and long-term strategic and corporate goals, and the realization of increased shareholder value. Please read the “Compensation Discussion and Analysis” and “Compensation Tables and Related Information” for additional details about our executive compensation programs, including information about the fiscal year 2020 compensation of our named executive officers.
We are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive
|
|
|
officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we will ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that the Company’s stockholders approve, on an advisory and non-binding basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2020 Summary Compensation Table and the other related tables and disclosure.”
The say-on-pay vote is advisory, and therefore not binding on us, our Compensation Committee or our Board of Directors. Our Board of Directors and our Compensation Committee value the opinions of our stockholders and to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.
The Board of Directors unanimously recommends a vote “FOR” the approval of the compensation of our named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission.
| 2021 Proxy Statement | 58 |
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Our Board has delegated oversight of compliance with our code of ethics to our Audit Committee, including the review of related party transactions, potential and actual conflicts of interest and the granting of waivers to the code of ethics. Our Audit Committee is responsible, and has the full power of the Board, to approve or reject all related party transactions on our behalf. All related party transactions and any identified potential and actual conflicts of interest are to be reviewed and approved or rejected by our Audit Committee. Our Audit Committee may, in its discretion, engage independent advisors and legal counsel to assist it in its review when it deems it advisable. If our Audit Committee finds a conflict of interest to exist with respect to a particular matter, including a related party transaction, that matter is prohibited unless a waiver of this policy is approved under the waiver process described in the code.code of ethics. In determining whether a conflict of interest exists, our Bylaws provide that a director or officer has no responsibility to devote his or her full time to our affairs and that any director or officer, in his or her personal capacity or in a capacity as an affiliate, employee or agent of any other person, or otherwise, may have business interests and engage in business activities similar to, in addition to or in competition with ours. Any waiver of the code of ethics may be made only by the Audit Committee. Any such waiver for executive officers, those persons described in Item 5.05 of Form 8-K or directors will be promptly publicly disclosed to the extent required by law or stock exchange regulation.
|
|
|
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our officers, directors and persons who own more than ten percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC and to furnish IRT with copies of all such reports.
Based solely on our review of the reports received by us, or representations from certain reporting persons that no Form 5 filings were required for those persons, we believe that during fiscal 2018, no officers, directors or beneficial owners failed to file reports of ownership and changes of ownership on a timely basis. As of the date of this proxy statement, we believe that all reports of ownership and changes in ownership required to be filed with the SEC relating to transactions in fiscal 2018 have been filed.
|
|
|
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
Stockholder Proposals Submitted Pursuant to Rule 14a-8
To be considered for inclusion in our proxy statement and form of proxy for our 20202022 annual meeting of stockholders pursuant to Rule 14a-8 of the Exchange Act, and acted upon at the 20202022 annual meeting, stockholder proposals must be submitted in writing to the attention of our Secretary at our principal office, no later than November 30, 2019.December 1, 2021. In order to avoid controversy, stockholders should submit proposals by means (including electronic) that permit them to prove the date of delivery. Such proposals also need to comply with Rule 14a-8 of the Exchange Act and the interpretations thereof, and may be omitted from our proxy materials for the 20202022 annual meeting if such proposals are not in compliance with applicable requirements of the Exchange Act.Act.
Director Nominations and Stockholder Proposals Not Submitted Pursuant to Rule 14a-8
Our Bylaws also establish advance notice procedures with regard to stockholder proposals or director nominations that are not submitted for inclusion in our proxy statement. With respect to such stockholder proposals or director nominations, a stockholder’s advance notice must be made in writing, must meet the requirements set forth in our Bylaws and must be delivered to, or mailed and received by, our Secretary at our principal office no earlier than the close of business on October 31, 2019November 1, 2021 and no later than the close of business on November 30, 2019. December 1, 2021. However, in the event the 20202022 annual meeting is scheduled to be held on a date before April 14, 2020,12, 2022, or after June 13, 2020,11, 2022, then such advance notice must be received by us not earlier than the close of business on the one hundred fiftieth (150th) calendar day prior to the date of such annual meeting and not later than the later of (i) the close of business on the one hundred twentieth (120th) calendar day prior to such annual meeting or (ii) the close of business on the tenth (10th) calendar day following the day on which public disclosure of the date of such annual meeting was first made by us (or if that day is not a business day for us, on the next succeeding business day).
Each proposal submitted must be a proper subject for stockholder action at the annual meeting, and all proposals and nominations must be submitted to: Secretary, Independence Realty Trust, Inc., 1835 Market Street, Suite 2601, Philadelphia, Pennsylvania, 19103. The stockholder proponent must appear in person to present the proposal or nomination at the meeting or send a qualified representative to present such proposal or nomination.
| 2021 Proxy Statement | 59 |
If a stockholder gives notice after the applicable deadlines or otherwise does not satisfy the relevant requirements of Rule 14a-8 of the Exchange Act or our Bylaws, the stockholder will not be permitted to present the proposal or nomination for a vote at the meeting.
Discretionary Authority Pursuant to Rule 14a-4(c) of the Exchange Act
If a stockholder who wishes to present a proposal before the 20202022 annual meeting outside of Rule 14a-8 of the Exchange Act fails to notify us by the required dates indicated above for the receipt of advance notices of stockholder proposals and proposed director nominations, the proxies that our Board solicits for the 20202022 annual meeting will confer discretionary authority on the person named in the proxy to vote on the stockholder’s proposal if it is properly brought before that meeting subject to compliance with Rule 14a-4(c) of the Exchange Act. If a stockholder makes timely notification, the proxies may still confer discretionary authority to the person named in the proxy under circumstances consistent with the SEC’s proxy rules, including Rule 14a-4(c) of the Exchange Act.
A stockholder who wishes to submit recommendations for director candidates to the Nominating Committee should send a written recommendation to our principal office, attention: Secretary. Our Secretary will forward it to the Nominating Committee chair. The stockholder must provide the same information regarding the director candidate called for in our Bylaws for a director nomination and submit such recommendation within the time period in our Bylaws set forth for a director nomination. All stockholder recommendations received by the
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Nominating Committee will begin to be reviewed at the first meeting of the Nominating Committee held after receipt of all information required with respect to the recommendation.
ANNUAL REPORT AND REPORT ON FORM 10-K
Our 20182020 annual report to stockholders, including the financial statements and management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2018,2020, was made available to stockholders of record as of March 20, 2019.25, 2021. Stockholders of record as of March 20, 2019,25, 2021, and beneficial owners of our common stock on that date, may obtain from us, without charge, a copy of our 20182020 annual report to stockholders and our most recent Annual Report on Form 10-K filed with the SEC by a request to us in writing. Such requests may be made by writing to our Secretary, Jessica K. Norman, at 1835 Market Street, Suite 2601, Philadelphia, Pennsylvania 19103 or by calling Ms. Norman at (267) 270-4800. Beneficial owners must include in their written requests a good faith representation that they were beneficial owners of our common stock on March 20, 2019.25, 2021. Within the “Investor Relations” page of our website at http://irtliving.com, you can obtain, free of charge, a copy of our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8‑K,8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act as soon as reasonably practicable after we file such material electronically with, or furnish it to, the SEC. Information from our website is not incorporated by reference into this proxy statement.
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APPENDIX A
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES
Funds From Operations (“FFO”) and Core Funds From Operations (“CFFO”)
IRT believes that FFO and Core FFO, or CFFO, each of which is a non-GAAP financial measure, are additional appropriate measures of the operating performance of a REIT and usIRT in particular. IRT computes FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts, or NAREIT, as net income or loss allocated to common shares (computed in accordance with GAAP), excluding real estate-related depreciation and amortization expense, gains or losses on sales of real estate and the cumulative effect of changes in accounting principles. While IRT’s calculation of FFO
CFFO is in accordance with NAREIT’s definition, it may differ from the methodology for calculating FFO utilizeda computation made by other REITsanalysts and accordingly, may not be comparableinvestors to FFO computations of such other REITS.
IRT computes CFFOmeasure a real estate company’s operating performance by adjusting FFO to removeremoving the effect of items that do not reflect ongoing property operations, including stock compensation expense, depreciation and amortization of other items not added backincluded in the computation of FFO, amortization of deferred financing costs, acquisition and integration expenses, and other non-cash or non-operating gains or losses related to items such as debt extinguishment costs we incur when IRT sells a property subject to secured debt, asset sales, debt extinguishments, and acquisition related debt extinguishment expenses. NAREIT does not provide guidelines for computing CFFO.from the determination of FFO.
IRT’s calculation of CFFO differs from the methodology used for calculating CFFO by certain other REITs and, accordingly, IRT’s CFFO may not be comparable to CFFO reported by other REITs. IRT’s management utilizes FFO and CFFO as measures of IRT’s operating performance, and believebelieves they are also useful to investors, because they facilitate an understanding of IRT’s operating performance after adjustment for certain non-cash or non-recurringnon-operating items that are required by GAAP to be expensed but may not necessarily be indicative of current operating performance and that may not accurately compare IRT’s operating performance between periods. Furthermore, although FFO, CFFO and other supplemental performance measures are defined in various ways throughout the REIT industry, IRT believes that FFO and CFFO may provide IRT and IRT’s investors with an additional useful measuremeasures to compare IRT’s financial performance to certain other REITs. Neither FFO nor CFFO is equivalent to net income or cash generated from operating activities determined in accordance with GAAP. Furthermore, FFO and CFFO do not represent amounts available for management’s discretionary use because of needed capital replacement or expansion, debt service obligations or other commitments or uncertainties. Accordingly, FFO and CFFO do not measure whether cash flow is sufficient to fund all of IRT’s cash needs, including principal amortization and capital improvements. Neither FFO nor CFFO should be considered as an alternative to net income or any other GAAP measurement as an indicator of IRT’s operating performance or as an alternative to cash flow from operating investing, and financing activities as a measure of IRT’s liquidity.
Set forth below is a reconciliation of net income (loss) to FFO and Core FFO for the years ended December 31, 2020, 2019, and 2018 (in thousands, except per share data).
|
| For the Year Ended December 31, 2020 |
|
| For the Year Ended December 31, 2019 |
|
| For the Year Ended December 31, 2018 |
| |||||||||||||||
|
| Amount |
|
| Per Share (1) |
|
| Amount |
|
| Per Share (1) |
|
| Amount |
|
| Per Share (1) |
| ||||||
Funds From Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
| $ | 14,877 |
|
| $ | 0.16 |
|
| $ | 46,354 |
|
| $ | 0.51 |
|
| $ | 26,610 |
|
| $ | 0.30 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate depreciation and amortization |
|
| 60,352 |
|
|
| 0.64 |
|
|
| 52,482 |
|
|
| 0.58 |
|
|
| 45,067 |
|
|
| 0.51 |
|
Loss on impairment (gain on sale) of real estate assets, net, excluding debt extinguishment costs |
|
| (7,554 | ) |
|
| (0.08 | ) |
|
| (42,628 | ) |
|
| (0.47 | ) |
|
| (11,561 | ) |
|
| (0.13 | ) |
Funds From Operations |
| $ | 67,675 |
|
| $ | 0.72 |
|
| $ | 56,208 |
|
| $ | 0.62 |
|
| $ | 60,116 |
|
| $ | 0.68 |
|
Core Funds From Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds From Operations |
| $ | 67,675 |
|
| $ | 0.72 |
|
| $ | 56,208 |
|
| $ | 0.62 |
|
| $ | 60,116 |
|
| $ | 0.68 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
|
| 5,564 |
|
|
| 0.06 |
|
|
| 3,116 |
|
|
| 0.03 |
|
|
| 2,524 |
|
|
| 0.03 |
|
Amortization of deferred financing costs |
|
| 1,448 |
|
|
| 0.02 |
|
|
| 1,423 |
|
|
| 0.02 |
|
|
| 1,430 |
|
|
| 0.02 |
|
Other depreciation and amortization |
|
| 335 |
|
|
| - |
|
|
| 333 |
|
|
| 0.01 |
|
|
| 154 |
|
|
| - |
|
Other expense (income) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (52 | ) |
|
| - |
|
Abandoned deal costs |
|
| 130 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Casualty losses |
|
| 711 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Debt extinguishment costs included in net gains on sale of assets |
|
| - |
|
|
| - |
|
|
| 7,417 |
|
|
| 0.08 |
|
|
| 911 |
|
|
| 0.01 |
|
Core Funds From Operations |
| $ | 75,863 |
|
| $ | 0.80 |
|
| $ | 68,497 |
|
| $ | 0.76 |
|
| $ | 65,083 |
|
| $ | 0.74 |
|
(1) Based on 94,430,935, 90,680,212, and 88,289,110 weighted average shares and units outstanding for the years ended December 31, 2020, 2019, and 2018, respectively.
Net Operating Income
IRT believes that Net Operating Income (“NOI”), a non-GAAP financial measure, is a useful supplemental measure of its operating performance. IRT defines NOI as total property revenues less total property operating expenses, excluding interest expenses, depreciation and amortization, acquisition expenses, property management expenses, casualty related costs, and general and administrative expenses. Other REITs may use different methodologies for calculating NOI, and accordingly, ourIRT’s NOI may not be comparable to other REITs. We believeIRT believes that this measure provides an operating perspective not immediately apparent from GAAP operating income or net income. We useincome insofar as the measure reflects only operating income and expense at the property level. IRT uses NOI to evaluate our performance on a same store and non-same store basis because NOI measures the core operations of property performance by excluding corporate level expenses, financing expenses, and other items not related to property operating performance and captures trends in rental housing and property operating expenses. However, NOI should only be used as an alternative measure of ourIRT’s financial performance.
Same Store Properties and Same Store Portfolio
IRT reviews its same store portfolio at the beginning of each calendar year. Properties are added into the same store portfolio if they were owned at the beginning of the previous year. Properties that are held-for-sale or have been sold are excluded from the same store portfolio.
Set forth below is a reconciliation of net income (loss) to FFO and Core FFO for the years ended December 31, 2018 and 2017 (in thousands, except per share data).
|
| For the Year Ended December 31, 2018 |
|
| For the Year Ended December 31, 2017 |
| ||||||||||
|
| Amount |
|
| Per Share (1) |
|
| Amount |
|
| Per Share (1) |
| ||||
Funds From Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
| $ | 26,610 |
|
| $ | 0.30 |
|
| $ | 31,441 |
|
| $ | 0.41 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate depreciation and amortization |
|
| 45,067 |
|
|
| 0.51 |
|
|
| 34,097 |
|
|
| 0.45 |
|
Net (gains) losses on sale of assets |
|
| (11,561 | ) |
|
| (0.13 | ) |
|
| (23,076 | ) |
|
| (0.30 | ) |
Funds From Operations |
| $ | 60,116 |
|
| $ | 0.68 |
|
| $ | 42,462 |
|
| $ | 0.56 |
|
Core Funds From Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds From Operations |
| $ | 60,116 |
|
| $ | 0.68 |
|
| $ | 42,462 |
|
| $ | 0.56 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
|
| 2,524 |
|
|
| 0.03 |
|
|
| 1,967 |
|
|
| 0.02 |
|
Amortization of deferred financing costs |
|
| 1,430 |
|
|
| 0.02 |
|
|
| 1,469 |
|
|
| 0.02 |
|
Acquisition and integration expenses |
|
| - |
|
|
| - |
|
|
| 1,342 |
|
|
| 0.02 |
|
Other depreciation and amortization |
|
| 154 |
|
|
| - |
|
|
| 104 |
|
|
| - |
|
Other expense (income) |
|
| (52 | ) |
|
| - |
|
|
| (94 | ) |
|
| - |
|
(Gains) losses on extinguishment of debt |
|
| - |
|
|
| - |
|
|
| 572 |
|
|
| 0.01 |
|
Debt extinguishment costs included in net gains (losses) on sale of assets |
|
| 911 |
|
|
| 0.01 |
|
|
| 4,251 |
|
|
| 0.06 |
|
Management internalization expense |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Acquisition related debt extinguishment expenses |
|
| - |
|
|
| - |
|
|
| 3,624 |
|
|
| 0.04 |
|
(Gains) losses on TSRE merger and property acquisitions |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Core Funds From Operations |
| $ | 65,083 |
|
| $ | 0.74 |
|
| $ | 55,697 |
|
| $ | 0.73 |
|
|
|
|
| Twelve-Months Ended December 31 (a) |
| |||||||||
|
| 2020 |
|
| 2019 |
|
| % change |
| |||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
Rental and other property revenue |
| $ | 189,214 |
|
| $ | 182,599 |
|
|
| 3.6 | % |
Property Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Real estate taxes |
|
| 23,619 |
|
|
| 22,726 |
|
|
| 3.9 | % |
Property insurance |
|
| 4,123 |
|
|
| 3,688 |
|
|
| 11.8 | % |
Personnel expenses |
|
| 17,820 |
|
|
| 17,179 |
|
|
| 3.7 | % |
Utilities |
|
| 10,490 |
|
|
| 9,882 |
|
|
| 6.2 | % |
Repairs and maintenance |
|
| 6,561 |
|
|
| 6,354 |
|
|
| 3.3 | % |
Contract services |
|
| 7,433 |
|
|
| 6,749 |
|
|
| 10.1 | % |
Advertising expenses |
|
| 1,974 |
|
|
| 1,930 |
|
|
| 2.3 | % |
Other expenses |
|
| 2,181 |
|
|
| 2,497 |
|
|
| -12.7 | % |
Total operating expenses |
|
| 74,201 |
|
|
| 71,005 |
|
|
| 4.5 | % |
Net operating income |
| $ | 115,013 |
|
| $ | 111,594 |
|
|
| 3.1 | % |
NOI Margin |
|
| 60.8 | % |
|
| 61.1 | % |
|
| -0.3 | % |
Average Occupancy |
|
| 93.6 | % |
|
| 93.4 | % |
|
| 0.2 | % |
Average effective monthly rent, per unit |
| $ | 1,105 |
|
| $ | 1,068 |
|
|
| 3.5 | % |
Reconciliation of Same-Store Net Operating Income to Net income |
|
|
|
|
|
|
|
|
|
|
|
|
Same-store portfolio net operating income (a) |
| $ | 115,013 |
|
| $ | 111,594 |
|
|
|
|
|
Non same-store net operating income |
|
| 13,176 |
|
|
| 11,458 |
|
|
|
|
|
Other revenue |
|
| 739 |
|
|
| 603 |
|
|
|
|
|
Property management expenses |
|
| (8,494 | ) |
|
| (7,726 | ) |
|
|
|
|
General and administrative expenses |
|
| (15,095 | ) |
|
| (12,745 | ) |
|
|
|
|
Depreciation and amortization |
|
| (60,687 | ) |
|
| (52,815 | ) |
|
|
|
|
Abandoned deal costs |
|
| (130 | ) |
|
| — |
|
|
|
|
|
Casualty losses |
|
| (711 | ) |
|
| — |
|
|
|
|
|
Interest expense |
|
| (36,488 | ) |
|
| (39,226 | ) |
|
|
|
|
Gain on sale (loss on impairment) of real estate assets, net |
|
| 7,554 |
|
|
| 35,211 |
|
|
|
|
|
Net income |
| $ | 14,877 |
|
| $ | 46,354 |
|
|
|
|
|
Set forth below is a reconciliation of same store net operating income to net income (loss) available to commoncommon shares for the years ended December 31, 20182020 and 20172019 (in thousands, except per unit data).
|
| Twelve-Months Ended December 31 |
| |||||||||
|
| 2018 |
|
| 2017 |
|
| % change |
| |||
Revenue: |
|
|
|
|
|
|
|
|
|
|
| |
Rental income |
| $ | 115,592 |
|
| $ | 113,705 |
|
|
| 1.7 | % |
Reimbursement and other property income |
|
| 14,175 |
|
|
| 13,554 |
|
|
| 4.6 | % |
Total revenue |
|
| 129,767 |
|
|
| 127,259 |
|
|
| 2.0 | % |
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
| |
Real estate taxes |
|
| 16,096 |
|
|
| 15,456 |
|
|
| 4.1 | % |
Property insurance |
|
| 2,621 |
|
|
| 2,752 |
|
|
| -4.8 | % |
Personnel expenses |
|
| 12,546 |
|
|
| 12,282 |
|
|
| 2.1 | % |
Utilities |
|
| 8,195 |
|
|
| 8,015 |
|
|
| 2.2 | % |
Repairs and maintenance |
|
| 4,326 |
|
|
| 4,606 |
|
|
| -6.1 | % |
Contract services |
|
| 4,024 |
|
|
| 3,890 |
|
|
| 3.4 | % |
Advertising expenses |
|
| 1,417 |
|
|
| 1,458 |
|
|
| -2.8 | % |
Other expenses |
|
| 2,511 |
|
|
| 2,739 |
|
|
| -8.3 | % |
Total operating expenses |
|
| 51,736 |
|
|
| 51,198 |
|
|
| 1.1 | % |
Same-store net operating income (a) |
| $ | 78,031 |
|
| $ | 76,061 |
|
|
| 2.6 | % |
Same-store NOI margin |
|
| 60.1 | % |
|
| 59.8 | % |
|
| 0.3 | % |
Average occupancy |
|
| 94.1 | % |
|
| 94.7 | % |
|
| -0.6 | % |
Average effective monthly rent, per unit |
| $ | 1,033 |
|
| $ | 1,009 |
|
|
| 2.4 | % |
Reconciliation of same-store net operating income to net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
Same-store portfolio net operating income |
| $ | 78,031 |
|
| $ | 76,061 |
|
|
|
|
|
Non same-store net operating income |
|
| 36,318 |
|
|
| 19,720 |
|
|
|
|
|
Property management income |
|
| 520 |
|
|
| 719 |
|
|
|
|
|
Property management expenses |
|
| (6,963 | ) |
|
| (6,006 | ) |
|
|
|
|
General and administrative expenses |
|
| (10,817 | ) |
|
| (9,526 | ) |
|
|
|
|
Acquisition and integration expenses |
|
| — |
|
|
| (1,342 | ) |
|
|
|
|
Depreciation and amortization expense |
|
| (45,221 | ) |
|
| (34,201 | ) |
|
|
|
|
Casualty related costs |
|
| (46 | ) |
|
| — |
|
|
|
|
|
Interest expense |
|
| (36,006 | ) |
|
| (28,702 | ) |
|
|
|
|
Other income (expense) |
|
| 144 |
|
|
| 89 |
|
|
|
|
|
Net gains (losses) on sale of assets |
|
| 10,650 |
|
|
| 18,825 |
|
|
|
|
|
Acquisition related debt extinguishment expenses |
|
| — |
|
|
| (3,624 | ) |
|
|
|
|
Gains (losses) on extinguishment of debt |
|
| — |
|
|
| (572 | ) |
|
|
|
|
Net income (loss) |
| $ | 26,610 |
|
| $ | 31,441 |
|
|
|
|
|
|
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APPENDIX BEBITDA and Adjusted EBITDA
SignatureEach of Stockholder Date: Signature of Stockholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signerEBITDA and Adjusted EBITDA is a corporation, please sign full corporate namenon-GAAP financial measure. EBITDA is defined as net income before interest expense including amortization of deferred financing costs, income tax expense, and depreciation and amortization expenses. Adjusted EBITDA is EBITDA before certain other non-cash or non-operating gains or losses related to items such as asset sales, debt extinguishments and acquisition related debt extinguishment expenses, casualty losses, and abandoned deal costs. We consider each of EBITDA and Adjusted EBITDA to be an appropriate supplemental measure of performance because it eliminates interest, income taxes, depreciation and amortization, and other non-cash or non-operating gains and losses, which permits investors to view income from operations without these non-cash or non-operating items. Our calculation of Adjusted EBITDA differs from the methodology used for calculating Adjusted EBITDA by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. To change the address on your account, please check the box at rightcertain other REITs and, indicate your new address in the address space above. Please note that changes to the registered name(s) on the accountaccordingly, our Adjusted EBITDA may not be submitted via this method. JOHN SMITH 1234 MAIN STREET APT. 203 NEW YORK, NY 10038 ANNUAL MEETINGcomparable to Adjusted EBITDA reported by other REITs.
Net Debt
Net debt, a non-GAAP financial measure, equals total debt less cash and cash equivalents. We present net debt because management believes it is a useful measure of our credit position and progress toward reducing leverage. The calculation is limited because we may not always be able to use cash to repay debt on a dollar for dollar basis.
Set forth below is a reconciliation of net income to net debt to adjusted EBITDA (proforma) the quarter ended December 31, 2020 (in thousands).
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ADJUSTED EBITDA: | December 31, 2020 |
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Net income (loss) | $ | 13,360 |
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Add-Back (Deduct): |
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Depreciation and amortization |
| 15,396 |
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Interest expense |
| 8,872 |
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Net loss on impairment (gain on sale) of real estate assets |
| (9,394 | ) |
Abandoned deal costs |
| — |
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Casualty losses |
| 300 |
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Adjusted EBITDA | $ | 28,534 |
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Total debt | $ | 945,686 |
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Less: cash and cash equivalents |
| (8,751 | ) |
Total net debt | $ | 936,935 |
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Net debt to Adjusted EBITDA (pro forma) (a) | 8.2x |
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(a) | Reflects pro forma net debt to Adjusted EBITDA for the period presented, which includes adjustments for the timing of acquisitions, the full quarter effect of current value add initiatives, the completion of capital recycling activities including paydown of associated indebtedness, and the normalization of items impacting quarterly EBITDA. Actual net debt to Adjusted EBITDA for the quarter ended December 31, 2020 was 8.3x. |
APPENDIX B ANNUALMEETING OF STOCKHOLDERS OF INDEPENDENCE REALTY TRUST,REALTYTRUST, INC. May 14, 201912,2021 PROXY VOTING INSTRUCTIONS INTERNET - Access “www.voteproxy.com” and follow the on-screen-Access“www.voteproxy.com”andfollowtheon-screen instructions or scan the QR code with yourwithyour smartphone. Have your proxy card available whencardavailablewhen you access the web page.webpage. Vote online until 11:59 PM EDT the day beforeuntil11:59PMEDTthe daybefore the meeting. MAIL - Sign,-Sign, date and mail your proxy card in the envelope provided as soon as possible. IN PERSON - You-You may vote your shares in person by attending the AnnualtheAnnual Meeting. GO GREEN - e-Consent-e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. PROXY VOTING INSTRUCTIONSonlineaccess. COMPANY NUMBER ACCOUNT NUMBER IMPORTANT NOTICE REGARDING THE AVAILABILITYOF PROXYMATERIALS FORTHE STOCKHOLDERMEETINGTO BEHELDON MAY12, 2021: The notice of annual meeting, proxy statement and annual reportto stockholders are available athttp://www.proxydocs.com/irt Please detach along perforated linealongperforatedline and mail inmailin the envelope provided IFprovidedIF you are not voting via the Internet. 00033333333030000000 1 051221 THE BOARD OF DIRECTORS RECOMMENDSAVOTE "FOR" THE ELECTION OF DIRECTORSAND "FOR" PROPOSALS 2AND 3. PLEASE MARK, SIGN, DATE AND MAIL YOURDATEAND MAILYOUR PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK ASINKAS SHOWN HERE x ------------------ ---------------- COMPANY NUMBER ACCOUNT NUMBER IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 14, 2019: The notice of annual meeting, proxy statement and annual report to stockholders are available at http://www.astproxyportal.com/ast/18286/ 00033333330300000000 1 051419 THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER SPECIFIEDDIRECTED HEREIN BY THE UNDERSIGNED.UNDERSIGNED STOCKHOLDER. IF PROPERLY EXECUTED, BUT NO CHOICEDIRECTION IS SPECIFIED,MADE, THIS PROXY WILL BE VOTED "FOR" ALL NOMINEES LISTEDFOR EACH NOMINEE AND "FOR" RATIFICATIONFOR PROPOSALS 2 AND 3. THE VOTES ENTITLED TO BE CAST BYTHE UNDERSIGNED WILL BE CAST IN THE DISCRETION OF THE SELECTION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR INDEPENDENCE REALTY TRUST, INC. (“IRT”) FOR FISCAL YEAR 2019. THIS PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY TO VOTE WITH RESPECT TOHOLDER ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT, POSTPONEMENT OR CONTINUATIONORADJOURNMENT THEREOF. BY EXECUTING THIS PROXY, THE UNDERSIGNED HEREBY REVOKES ALL PRIOR PROXIES. 1. ELECTION OF DIRECTORS Scott F.ELECTIONOFDIRECTORS FOR AGAINST ABSTAIN ScottF. Schaeffer William C. Dunkelberg Richard D.RichardD. Gebert Melinda H. McClure Mack D. Pridgen III Richard H. Ross DeForest B.H.McClure MackD.PridgenIII DeForestB. Soaries, Jr. Lisa Washington 2. PROPOSAL TO RATIFY THE SELECTIONBOARD OF DIRECTORS RECOMMENDS: A VOTE FOR RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2019 FISCAL YEAR.REGISTEREDPUBLICACCOUNTINGFIRMFORTHEYEARENDINGDECEMBER 31, 2021. 3. To transact such other business as may properly come before the Meeting or any adjournment, postponement or continuation thereof. FOR AGAINST ABSTAIN
------------------ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ---------------- 14475 INDEPENDENCE REALTY TRUST, INC. PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF INDEPENDENCE REALTY TRUST, INC. The undersigned hereby appoints Scott F. Schaeffer and James J. Sebra, and each of them, as and for the proxies of the undersigned, each with the power to appoint such proxy’s substitute, and hereby authorizes them, or any of them, to vote all of the shares of Common Stock of Independence Realty Trust, Inc. ("IRT") held of record by the undersigned on March 20, 2019 at the Annual Meeting of Stockholders of IRT, to be held at 9:00 A.M. on Tuesday, May 14, 2019 at Two Logan Square, Thirty-First Floor, Eighteenth and Arch Streets, Philadelphia, PA 19103, and at any and all adjournments, postponements or continuations thereof as set forth on the reverse side hereof. If you wish to attend the annual meeting and vote in person, you may contact IRT's Investor Relations at (212) 277-4322 for directions. Each of the Proposals in this proxy is proposed by IRT. These Proposals are not related to or conditioned on the approval of other matters. (Continued and to be signed on the reverse side) 1.1
RECOMMENDS: A VOTE FOR THE ADVISORY VOTETOAPPROVETHECOMPANY’SEXECUTIVECOMPENSATION. 4. TO VOTE AND OTHERWISE REPRESENT THE UNDERSIGNED ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OF STOCKHOLDERS OF INDEPENDENCE REALTY TRUST, INC. May 14, 2019 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 14, 2019: The notice of annual meeting, proxy statement and annual report to stockholders are available at http://www.astproxyportal.com/ast/18286/ Please mark, sign, date and mailOR ANY POSTPONEMENT(S) OR ADJOURNMENT(S)THEREOFINTHE DISCRETIONOFTHE PROXYHOLDER. Tochangethe addresson your proxy card promptlyaccount,please checkthe boxatrightand indicate your new address in the enclosed envelope.address space above. Please note that changestotheregisteredname(s)ontheaccountmaynotbesubmittedviathis method. Signature of StockholderofStockholder Date: Signature of Stockholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holderheldjointly, eachholder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If theIfthe signer is a corporation, acorporation,please sign full corporate name by dulybyduly authorized officer, giving full titlegivingfulltitle as such. If signer is a partnership,apartnership, please sign in partnership name by authorized person. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER SPECIFIED HEREIN BY THE UNDERSIGNED. IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL NOMINEES LISTED AND "FOR" RATIFICATION OF THE SELECTION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR authorizedperson.
INDEPENDENCE REALTY TRUST, INC. (“IRT”PROXY THIS PROXYIS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF INDEPENDENCE REALTYTRUST, INC. The undersigned hereby appoints Scott F. Schaeffer and James J. Sebra, and each of them, acting individually, as proxies for the undersigned, each with the power to appoint such proxy’s substitute, and hereby authorizes them, or either of them, to vote all of the shares of Common Stock of Independence Realty Trust, Inc. ("IRT") held of recordbythe undersigned on March25, 2021 attheAnnualMeeting ofStockholders ofIRT, to be held at9:00A.M. on Wednesday, May 12, 2021 at 1835 Market Street, Suite 2601, Philadelphia, PA 19103, and at any and all adjournments or postponements thereof as set forth on the reverse side hereof. The Board of Directors of the Company recommends that stockholders vote FOR FISCAL YEAR 2019. THIS PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY TO VOTE WITH RESPECT TO ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT, POSTPONEMENT OR CONTINUATION THEREOF. BY EXECUTING THIS PROXY, THE UNDERSIGNED HEREBY REVOKES ALL PRIOR PROXIES.the election of the Board of Director nominees named; FOR the ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021; and FOR the advisory resolution to approve the Company's executive compensation. This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder. If properly executed, but no direction is made, this Proxy will be voted FOR each nominee and FOR proposals 2 and 3. The votes entitled to be cast by the undersigned will be cast in the discretion of the Proxy holder on any other matter that may properly come before the meeting or any postponement(s) or adjournment(s) thereof. (Continued and to be signed on the reverse side) 1.1 14475
ImportantNoticeofAvailabilityofProxyMaterialsfortheStockholderMeetingof INDEPENDENCEREALTYTRUST,INC. ToBeHeldOn Wednesday,May12,2021at9:00a.m.EDT 1835MarketStreet, Suite 2601, Philadelphia, PA19103 COMPANYNUMBER ACCOUNTNUMBER CONTROLNUMBER This stockholder meeting notice and communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materialsbeforevoting. Ifyouwanttoreceiveapaperore-mailcopyoftheproxymaterialsyoumustrequestone.Thereisnochargetoyouforrequestinga copy.Tofacilitatetimelydeliverypleasemaketherequestasinstructedbelowbefore04/30/21. Pleasevisithttp://www.proxydocs.com/irt,wherethefollowingmaterialsareavailableforview: •Notice of Annual Meeting of Stockholders •Proxy Statement •Form of Electronic Proxy Card •Annual Report TOREQUESTMATERIAL: TELEPHONE: 888-Proxy-NA(888-776-9962)718-921-8562(forinternationalcallers) E-MAIL: info@astfinancial.com WEBSITE: https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials TOVOTE: ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM EDT the day before the meeting date. INPERSON:You may vote your shares in person by attending the Annual Meeting. For directions to the Annual Stockholder Meeting, you may contact IRT's Investor Relations at (212) 277-4322. MAIL:You may request a card by following the instructions above. Thepurposeofthemeetingistoconsiderandactonthefollowing: 1. ELECTION OF DIRECTORS Scott F. Schaeffer William C. Dunkelberg Richard D. Gebert Melinda H. McClure Mack D. Pridgen III Richard H. Ross DeForest B. Soaries, Jr. Lisa Washington 2. PROPOSAL TO RATIFYTHEBOARDOFDIRECTORSRECOMMENDS:AVOTEFORRATIFICATIONOFTHEAPPOINTMENTOF KPMG LLPAS THE SELECTION OF KPMG LLP ASCOMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTINGPUBLICACCOUNTING FIRM FOR 2019 FISCAL YEAR.THE YEAR ENDING DECEMBER 31, 2021. 3. To transact such other business as may properly come before the Meeting or any adjournment, postponement or continuation thereof.THE BOARD OF DIRECTORS RECOMMENDS: A VOTE FOR AGAINST ABSTAIN PLEASE MARK, SIGN, DATETHE ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION. 4. TO VOTE AND MAIL YOUR PROXY CARD PROMPTLYOTHERWISE REPRESENT THE UNDERSIGNED ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY POSTPONEMENT(S) OR ADJOURNMENT(S) THEREOF IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x Please detach along perforated line and mail in the ------------------ e n v e l o p e p r o v i d e d . ---------------- 00033333330300000000 1 051419 GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.DISCRETION OF THE PROXY HOLDER. Pleasenotethatyoucannotusethisnoticetovotebymail.
Mr. Schaeffer’s employment agreement also defines “good reason” as, without his consent: a significant adverse alteration in the nature or status of his authority, duties or responsibilities (and
