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☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
☒ | Definitive Proxy Statement | ||||
☐ | Definitive Additional Materials | ||||
☐ | Soliciting Material under §240.14a-12 | ||||
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NOTICE OF OF STOCKHOLDERS | | ||||
OF SHAREHOLDERS
ITEMS OF BUSINESS | Wednesday, May 9:00 a.m. Eastern time Eighteenth and Arch Streets Philadelphia, Pennsylvania 19103 RECORD DATE March 15, 2024. 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 | ||||||||||
1.The election of
2.The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for calendar year
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. By order of the Board of Directors,
Shelle Weisbaum Secretary March | |||||||||||
 
 | 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 | |||||||||||
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 15, 2024 This notice of annual meeting, proxy statement, form of proxy and our | ||
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 | ||
Forward-Looking Statements This proxy statement (this "Proxy Statement") contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “will,” “strategy,” “expects,” “seeks,” “believes,” “potential,” or other similar words that predict or indicate future events and trends and that do not report historical matters. Our forward-looking statements are not guarantees of future performance and involve estimates, projections, forecasts and assumptions, including as to matters that are not within our control, and are subject to risks and uncertainties | ||
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•The election of seventen persons to our Board of Directors, each to serve for a term expiring at the 2022 2025 annual meeting of stockholders and until his or her successor is duly elected and qualified. Each of the seventen individuals nominated for election is currently serving on ourBoard.
•The ratification of the appointment of KPMG LLP as our independent registeredpublic accounting firm for calendar year2021.
•Our executivecompensation.
2024.
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meeting, Annual Meeting, no action may be taken at the meetingAnnual 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.Annual Meeting. The shares of a stockholder whose ballot on any or all proposals is
 | 2024 Proxy Statement | 1 | ||||
•Election of Directors. Directors are elected by a plurality of the votes cast at the annual meeting.Annual Meeting. Any shares not voted (whether by abstention, broker non-vote, or otherwise) will have no impact on thesuch vote. Shares represented by proxies marked “For”“FOR” a specific nominee will be counted in favor of allsuch 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”“FOR” the election of all nominees.
•Ratification of Appointment of Independent Registered Public Accounting Firm. Ratification of the Audit Committee’s appointment of KPMG LLP as our independent registered public accounting firm for calendar year 20212024 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”“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
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.
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•Stockholders of Record. If you are a stockholder of record, there are several ways for you to vote your common shares at the meeting:
| 2024 Proxy Statement | 2 | ||||
•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.
•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 seventen nominees identified in this proxy statement,Proxy Statement, with each to serve as a director for a term expiring at the 20222025 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;2024; and (3) FOR the advisory, non-binding resolution on our executive compensation.
•In Person Attendance. You may vote your shares in person at the annual meeting.Annual Meeting. Even if you plan to attend the meetingAnnual Meeting in person, we recommend that you submit your proxy card or voting instructions or vote by telephone or via the Internet by the applicable deadline so that your vote will be counted if you later decide not to attend the meeting.Annual Meeting. If you wish to attend the meetingAnnual Meeting and vote in person, you may contact Investor Relations at (267) 270-4800(917) 365-7979 for directions.
•Beneficial 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 meetingAnnual 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 meetingAnnual 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 any of the Proposals other than 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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•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 statementProxy Statement before the closing of the vote at themeeting.
•Attending the meetingAnnual Meeting and voting in person. Your attendance at the meetingAnnual Meeting will not in and of itself revoke any previously delivered proxy. You must also vote your shares at themeeting.
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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. IRT is a real estate investment trust that acquires, owns, operates, improves and HIGHLIGHTS SCOTT F. SCHAEFFER 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 since May 1, 2023, a position which he previously held from February 2013 to August 2014. He served as the chief executive officer of RAIT Financial Trust, or RAIT, a real estate investment trust, from February 2009 to December 2016 and as its chair from December 2010 to October 2016. Prior to his position as the chief executive officer of RAIT, Mr. Schaeffer held various other executive positions at RAIT from September 2000. Mr. Schaeffer resigned from RAIT when we completed transactions to internalize our management and separate from RAIT in December 2016, which we refer to as our management internalization. Mr. Schaeffer served as the vice chair of the board of directors of Resource America, Inc. (NASDAQ: REXI), a specialty finance company, from 1998 to 2000, and as a director until October 2002. In addition to his roles on the board of directors, Mr. Schaeffer served in several senior management positions at Resource America from 1995 to 1998. Mr. Schaeffer also served as president of Resource Properties, Inc., a wholly owned real estate subsidiary of Resource America, from 1992 to 2000. Mr. Schaeffer Mr. Gebert has served as one of our independent directors since October 2017. He has served as a board and audit committee member of The Association of Corporate Growth (ACG Global), a membership organization focused on middle market growth from September 2016 to October 2019. Prior to that from 1995 to July 2016, he was an audit partner of Grant Thornton LLP, a national accounting firm. In addition to serving as an audit partner with Grant Thornton LLP, Mr. Gebert held the following additional roles at Grant Thornton LLP: (i) member of the Senior Leadership Team from August 2013 to July 2016, (ii) East Region Managing Partner from 2011 to July 2016, (iii) Managing Partner of Philadelphia Office from 1999 to 2011, and (iv) member of the Partnership Board from 2003 to 2011. Before joining Grant Thornton LLP, he was employed at AG Epstein Co from 1979 to 1995, a local accounting firm that eventually merged into Grant Thornton LLP. Mr. Gebert became a partner at AG Epstein Co in 1987. While in practice, Mr. Gebert was a member of the American Institute of Certified Public Accountants (AICPA), the Pennsylvania Institute of Certified Public Accountants (PICPA), and the Georgia Society of Certified Public Accountants. Mr. Gebert was a certified public accountant, and he holds a Bachelor of Business Administration from Temple University. Dr. Lisa Washington has served as one of our independent directors since January 2021. Ms. Washington is Chief Legal Officer (“CLO”) and a Senior Vice President since September 2019 and Secretary since August 2023 of WSFS Financial Corporation (NASDAQ: WSFS), the financial services holding company of Wilmington Savings Fund independent and non-management directors during Board meetings, at executive sessions without the presence of the Chief Executive Officer, and between Board meetings. Whistleblower Policy and Insider Trading Policy Board Member Audit Compensation Nominating Scott F. Schaeffer* William C. Dunkelberg, Ph.D X Melinda H. McClure** X Chair Mack D. Pridgen III X X DeForest Soaries, Jr., D.Min Chair X Richard D. Gebert Chair X Meetings held in 2020 10 5How Can I Access the Proxy Materials Electronically?This proxy statementProxy Statement and our 20202023 annual report are available at the following website: www.proxydocs.com/IRT.Will I Receive a Copy of the Annual Report and Form 10-K?We have furnished our 20202023 annual report with this proxy statement.Proxy Statement. The 20202023 annual report includes our audited financial statements, along with other financial information about us. Our 20202023 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, 20202023 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,Shelle Weisbaum, at 1835 Market Street, Suite 2601, Philadelphia, Pennsylvania 19103; or (3) calling Ms. NormanWeisbaum at (267) 270-4800.270-4820. 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.2024 Proxy Statement | 4 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,$10,000, 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 20222025 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.Proxy Statement. Any stockholder who wishes to propose any business at the 20222025 annual meeting of stockholders, 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. As provided in our Bylaws, any notice provided by a stockholder advising that the stockholder intends to solicit proxies in support of director nominees other than our nominees must set forth the information required by SEC Rule 14a-19, the SEC's universal proxy rules, and comply with the requirements of these rules. Proposals should be delivered or mailed to our Secretary, Jessica K. Norman,Shelle Weisbaum, at 1835 Market Street, Suite 2601, Philadelphia, Pennsylvania 19103. See “Stockholder Proposals and Director Nominations — Director Nominations and Stockholder Proposals not Submitted pursuant to Rule 14a-8” later in this proxy statement.Proxy Statement.
2021 Proxy Statement | 7PROXY SUMMARYThis summary highlights selected information contained elsewhere in this proxy statement.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 statementProxy Statement carefully before voting.All references in this proxy statementProxy Statement to “IRT,” “we,” “us,” “our,” or the “Company” shall refer to Independence Realty Trust, Inc. and its subsidiaries.VOTING AT the 2021THE 2024 ANNUAL MEETING OF STOCKHOLDERSIRT’s 2021 annual meeting of stockholdersAnnual Meeting will be held on Wednesday, May 12, 2021,15, 2024, at 9:00 a.m. (local time) at 1835 Market Street, Suite 2601,3000 Two Logan Square Eighteenth and Arch Streets, Philadelphia, Pennsylvania 19103.Only holders of record of our common stock at the close of business on March 25, 202115, 2024 are entitled to notice of, and to vote at, the annual meetingAnnual Meeting and any adjournment or postponement thereof.Our Board of Directors knows of no other business that will be presented for considerationat the annual meeting.Annual Meeting. If any other matter should be properly presented at the annual meetingAnnual Meeting or any adjournment or postponement of the annual meetingAnnual 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, 2021,21, 2024, we mailed a Notice of Internet Availability of Proxy Materials to stockholders. This proxy statementProxy Statement and the form of proxy are first being furnished to stockholders on or about March 31, 2021.21, 2024.VOTING MATTERS
(for more detail)
each nominee20212024 Proxy Statement | 82020 BUSINESS HIGHLIGHTSVOTING MATTERSItems of Business Our Board’s Recommendation Page Reference
(for more detail)1 The election of ten persons to our Board, each to serve for a term expiring at the 2025 annual meeting of stockholders and until his or her successor is duly elected and qualified.✓ FOR
each nominee2 The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for calendar year 2024. ✓ FOR3 An advisory, non-binding resolution on our executive compensation. ✓ FORStockholders will also consider any other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. 2023 BUSINESS HIGHLIGHTS operatesmanages multifamily apartment communities across non-gateway U.S. markets. As of December 31, 2023, we owned and operated 116 multifamily apartment properties across non-gateway U.S. markets, including Atlanta, Dallas, Louisville, Memphis, Raleighthat contain 34,431 units. Our properties are located in Alabama, Colorado, Florida, Georgia, Indiana, Kentucky, North Carolina, Ohio, Oklahoma, South Carolina, Tennessee, and Tampa. 2020 wasTexas. The primary business objective of IRT is to maximize stockholder value through diligent portfolio management, strong operational performance, and a yearconsistent return of unprecedented challenges as the world faced the global COVID-19 pandemic which threatened our healthcapital through distributions 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,
maintain occupancy and drive leasing traffic while maintaining ample liquidity.20202023 FINANCIAL HIGHLIGHTS:➢Produced earnings per diluted share of $0.16.➢•Produced core funds from operations (“CFFO”operations* ("CFFO") per share of $0.80*.➢$1.15•Declared dividends per share of $0.54$0.62 per common share.➢share•Increased Adjusted EBITDA* to $366.8 million•Generated sector leading same-store NOInet operating income* ("NOI") growth of 3.1%5.7%*.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.PANDEMIC
RESPONSE:➢Developed additional operating proceduresIn 2023, we reduced our Net Debt to enhance safetyAdjusted EBITDA to 6.7x, including adjustments for the timing of acquisitions and cleaning protocols indispositions, and are focused on continuing to improve our communities in response to the pandemic.➢Pivoted to a remote-work environment inleverage profile and on improving 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.20212024 Proxy Statement | 9Our Portfolio Optimization and Deleveraging Strategy and strategic capital recycling program reduced our exposure in certain of our markets and deleveraged our balance sheet. PORTFOLIO OPTIMIZATION AND DELEVERAGING STRATEGY: On October 30, 2023, we announced our Portfolio Optimization and Deleveraging Strategy, which targeted the sale of 10 properties located in seven markets in order to exit or reduce our presence in these markets while also deleveraging our balance sheet. During the fourth quarter of 2023, we sold four of these targeted properties, totaling 996 units, for an aggregate gross sales price of $200.7 million. These sales represent a reduction in our exposure to the Denver, Colorado market and an exit from the Chicago, Illinois, Norfolk, Virginia, and Fort Wayne, Indiana markets. Through March 21, 2024, we have sold three of the six remaining properties, totaling 1,008 units, for an aggregate gross sales price of $202 million and expect to sell the remaining three properties, totaling 738 units, prior to or shortly after the end of the first quarter of 2024 for an aggregate gross sales price of $122.6 million. These sales represent a reduction in our exposure to the Denver, Colorado, Houston, Texas, and Nashville, Tennessee markets, and an exit from the Asheville, North Carolina market. We made advancements inadvanced our value add and capital recycling programs, including adding toprogram by completing 2,455 unit renovations in 2023 while achieving returns on investment consistent with those historically achieved by our portfolio of communities in markets that have performed favorably throughout various cycles.value add program.VALUE-ADD INITIATIVE: As partOur Value Add Initiative, comprised of our initiative to upgrade units at selected communities, we completed renovations and upgrades at 3,719 selected communities (13,281 units during 2020. In responseacross 41 properties as of December 31, 2023) to drive increased rental rates, commenced in 2018. Through December 31, 2023, we had renovated 7,771 of the COVID-19 pandemic,13,281 units at an average cost per unit of $15,716 and achieved a return on our total renovation costs for these units of 17.7% (and approximately 19.5% on the interior portion of such renovation costs).Please see Appendix A to this Proxy Statement for definitions and explanations as to how we temporarily paused projects at a number ofcompute "average cost per unit" and measure our value add communities. Many of those projects resumedreturns on renovation efforts during 2020 with the remaining six properties, encompassing 1,864 units, expected to commence renovations during 2021. Our renovations provide our residents with a better place to live by improving the unit interiors and upgrading common areas with new and desirable amenities. Our renovations benefit our stockholders by growing NOI, reducing capital expenses in the long-term, and increasing our net asset value per share.costs.PORTFOLIO
UPDATES:During 2020, we continued our capital recycling initiative aimed at disposing of assets in markets where we lack scale and acquiring assets in markets with strong fundamentals. As part of this capital recycling initiative, we sold three properties for $59.7 million, in the aggregate, generating net cash proceeds of $58.4 million, in the aggregate, after costs, and we acquired two properties for $145.2 million which expanded our footprint in Huntsville, Alabama and Dallas, TX. At December 31, 2020, we owned and operated 56 multifamily apartment communities that contain 15,667 units in 12 states. We are well-positioned to further grow and strengthen our business for near and long-term success.GOVERNANCE HIGHLIGHTSWe are dedicated to establishing and maintaining good corporate governance standards in order to serve the interests of our stockholders and better align the interests of directors and management with those of our shareholder. The following are key attributes of our governance framework:➢6 of 7 Director Nominees are Independent➢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 Philosophy20212024 Proxy Statement | 10In 2023, we entered into a new shelf registration statement and in 2024 achieved an investment grade rating from Fitch. CAPITAL MARKETS: On June 14, 2023, we replaced our previous shelf registration statement with our new shelf registration statement. On July 28, 2023, we entered into an equity distribution agreement pursuant to which we may from time to time offer and sell shares of our common stock under our shelf registration statement having an aggregate offering price of up to $450,000 (the "2023 ATM Program") in negotiated transactions or transactions that are deemed to be "at the market" offerings as defined in Rule 415 under the Securities Act. Under the 2023 ATM Program, we may also enter into one or more forward sale transactions for the sale of shares of our common stock on a forward basis. There were no forward sale transactions as of December 31, 2023, and no shares of our common stock were sold under the 2023 ATM Program as of December 31, 2023.ENVIRONMENTAL & SOCIAL HIGHLIGHTSOn March 4, 2024, Fitch assigned a Long-Term Issuer Default Rating of 'BBB' to IRT with a stable outlook. Fitch stated that IRT's 'BBB' rating reflect its solid balance sheet and stable property performance.We seek to adopt policies and enact practices which are sustainable and socially responsible. The following are initiatives we have undertaken which serve to reduce our impact on the environment and increase our contribution to society:PROTECTING OUR EARTH:☑ REDUCE CONSUMPTION by optimizing lighting, electronic usage and thermal settings at every leasing officeWe believe our advancements in 2023, along with our plans to continue to drive strong operating results, effectively position us for sustained attractive growth in the portfolio as well as our corporate offices, opting to go paperless whenever possible.☑ CONSERVE WATER by upgrading plumbing fixtures, and planting native landscape.☑ REDUCE GREENHOUSE GAS EMISSIONS by implementing LED lighting retrofits and replacing outdated appliances with more energy efficient models.☑ SUPPORT CARBON REDUCTION through a partnership with One Tree Planted to support reforestation projects in the US.CARING FOR OUR EMPLOYEES:☑ PROTECT ASSOCIATES during the COVID-19 pandemic by providing personal protective equipment and permitting remote work.☑ ENHANCE DIVERSITY & INCLUSIONthrough training, appreciation initiatives and associate committees.☑ PROMOTE PAY EQUITY through fair, equal and non-discriminatory compensation practices.☑ EDUCATE ASSOCIATES by providing robust training and financial assistance for certifications and continued education.☑ SURVEY ASSOCIATES to identify employee needs and implement changes to foster a positive work environment.☑ SUPPORT ASSOCIATES with comprehensive benefits packages including medical, vision, dental, 401(k) & paid time off.SERVING OUR RESIDENTS:☑ SURVEY OUR RESIDENTS regularly and tie feedback to compensation for our property management teams.☑ UPGRADE PROPERTIES with new, desirable amenities to enhance the resident living experience.☑ ENGAGE WITH OUR RESIDENTS through regularly hosted community events.☑ ASSIST OUR RESIDENTS with deferred rent and payment plans to those affected by the COVID-19 pandemic.SUPPORTING OUR COMMUNITIES:☑ FIGHT HOMELESSNESS by supporting charities which seek to end poverty and homelessness.☑ ENCOURAGE ETHICAL CONDUCT by maintaining a Code of Ethics, a Vendor Code of Conduct & a Whistleblower Policy.20212024 Proxy Statement | 11EVOLUTION OF OUR DIRECTOR HIGHLIGHTS Committee Memberships Name Age Tenure (years) Principal Profession Independent AC CC NGC FIC RC Scott Schaeffer*† 61 13 Chairman of the Board and Chief Executive Officer of IRT Stephen R. Bowie 73 2 Partner at Pacific Development Group ✓ C X Ned W. Brines 62 2 Chief Investment Strategy at Arnel & Associates ✓ X C X Richard D. Gebert 66 6 Retired Audit Partner from Grant Thornton LLP ✓ C X Melinda H. McClure 56 7 Managing Member and Owner of CLB Dallas ✓ X C Thomas H. Purcell** 73 2 Chairman and Chief Executive Officer of the Curci Companies ✓ X Ana Marie del Rio† 69 2 Chief Legal Officer of the Steadfast Companies C Deforest B. Soaries, Jr. 72 13 Retired Senior Pastor of First Baptist Church of Lincoln Gardens ✓ X X Lisa Washington 56 3 Chief Legal Officer, Secretary and Senior Vice President of WSFS Financial Corporation ✓ X X Craig Macnab 68 *** Independent Board Member of VICI Properties Inc. and American Tower Corporation ✓ * Chair of Board ** Lead Independent Director † Non-Independent Director C Chair X MemberAC: Audit Committee CC: Compensation Committee NGC: Nominating & Governance Committee FIC: Finance & Investment Committee RC: Risk Committee*** Newly appointed to the Board of Directors in February 2024.2024 Proxy Statement | 9 CORPORATE SUSTAINABILITY PROGRAMAt IRT, we are focused on driving sustainable outcomes for our residents, our associates, and the neighborhoods we serve as we seek to maximize long-term value for our investors. We believe that operating multifamily real estate can be conducted with a conscious regard for the environment and wider society while also benefiting our business success and long-term value creation for our residents, associates and investors. We seek to adopt policies and enact practices which are sustainable and socially responsible. Our core values are integrated into each of the four pillars of our sustainability strategy.
We are aligned with our Board in our committmentcommitment 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. Our sustainability report is an opportunity to share our sustainability progress and vision for the future with our stakeholders. The data and disclosures within the report cover our operations which are aligned with the Sustainability Accounting Standards Board (SASB) Standards for the real estate industry. We also have identified the United Nations Sustainable Development Goals (SDGs) that we believe best align our business activities and key priority areas. For the full report, please visit https://investors.irtliving.com/sustainability/. The following are some of the initiatives taken over recent years by us and our board to bolster our Environmental, Socialenvironmental, social and Governance (“ESG”corporate governance ("ESG") program and enhance disclosure to our key stakeholders:
20212024 Proxy Statement | 12GOVERNANCE HIGHLIGHTSØ8 of 10 Director Nominees are IndependentØAnnual Election of DirectorsØLead Independent DirectorØIndependent Audit, Compensation, Nominating and Governance, and Finance and Investment CommitteesØRegular Executive Sessions of Independent DirectorsØRisk Oversight by Board and CommitteesØAuthority for Board to Retain Outside AdvisorsØAnnual Board Self-Assessment ProcessØOngoing Board Refreshment ProcessØMandatory Retirement Age for DirectorsØLimitation of Service on other BoardsØNominating and Governance CommitteeØRegular Succession PlanningØExpress Board Diversity Commitment in Corporate Governance GuidelinesØCommitment to Diversity – 30% of Directors are female; 30% of Directors are racially or ethnically diverseØActive Stockholder EngagementØNo Stockholder Rights PlanØInternal Disclosure Committee for Financial ReportingØShare Ownership Guidelines for Directors and Executive OfficersØProhibition against Hedging of Company sharesØStockholder Ability to Amend BylawsØExecutive Compensation driven by Objective Pay for Performance PhilosophyØElected out of the Maryland Unsolicited Takeovers Act ("MUTA")2024 Proxy Statement | 11 ENVIRONMENTAL & COMMUNITY COMMITMENTSWe believe that operating multifamily real estate can be conducted with a conscious regard for the environment and wider society while mutually benefiting our residents, investors, associates, and the communities we serve. We seek to adopt policies and enact practices which are sustainable and socially responsible. The following are initiatives we have undertaken which serve to reduce our impact on the environment and increase our contribution to society:PROTECTING OUR EARTH:☑ ENERGY BENCHMARKING by using ENERGY STAR Portfolio Manager to monitor and benchmark energy usage in our common and resident spaces in some cities to identify communities that may be candidates for the energy audit program.☑ REDUCE CONSUMPTION by implementing a paperless leasing program and electric hand dryer program and utilizing programmable thermostats at our leasing offices and by maintaining the majority of our corporate office locations in LEED and Energy Certified buildings.☑ CONSERVE WATER by upgrading plumbing fixtures, retrofitting communities with low-flow toilets, showerheads, or aerators, identifying increased water usage to alert community managers, identifying leaks, and planting native landscape where possible to reduce watering needs and irrigation.☑ ENERGY MANAGEMENT through the implementation of LED lighting retrofits at 85% of our communities, the addition of EV charging stations and the replacement of outdated appliances with more energy efficient models.☑ SUPPORT CARBON REDUCTION through a partnership with One Tree Planted to support reforestation projects in the U.S. Since the inception of the IRTree Project in April 2020, we have successfully planed over 37,000 trees, one for each new move-in, across multiple regions of the United States including Apalachicola and Myakka State Forests in Florida and Texas, respectively.SUPPORTING OUR COMMUNITIES: ☑ INVESTING IN BROADER SOCIETY by partnering with non-profit and community organizations to support people facing homelessness, underserved youth, and financial literacy. We have maintained relationships with several groups including: the Boys & Girls Clubs of America, Project Home, dFree Global Foundation, and other charities located in the heart of the communities we serve.☑ FIGHT HOMELESSNESS by partnering with Entryway to employ and provide discounted housing to qualified individuals experiencing situational homelessness.☑ ENCOURAGE ETHICAL CONDUCT by seeking at all times to conduct our business in accordance with the highest standards of ethics and compliance. We maintain a Code of Ethics, a Vendor Code of Conduct and a Whistleblower Policy. In addition, IRT maintains an ethics hotline hosted by an independent, professional reporting service retained by the Company to assist with receiving reports of compliance concerns and suspected violations, and it is available 24 hours a day, 7 days a week.2024 Proxy Statement | 12 STAKEHOLDER ENGAGEMENTSWe are committed to understanding the priorities and perspectives of all of our stakeholders and operating our business in a manner which aligns with their interests. The following initiatives are core components of our corporate sustainability strategy which we believe support our stakeholders:CARING FOR OUR EMPLOYEES:☑ ENHANCE DIVERSITY & INCLUSION through training, appreciation initiatives and associate committees.☑ PROMOTE PAY EQUITY through fair, equal and non-discriminatory compensation practices.☑ EDUCATE ASSOCIATES by providing robust training and financial assistance for certifications and continued education.☑ SURVEY ASSOCIATES to identify employee needs and implement changes to foster a positive work environment.☑ SUPPORT ASSOCIATES with comprehensive benefits packages including medical, vision, dental, telemed and 401(k) & paid time off.☑ REWARD ASSOCIATES with incentive pay and an equity compensation program.SERVING OUR RESIDENTS:☑ SURVEY OUR RESIDENTS regularly and tie feedback to compensation for our property management teams.☑ UPGRADE PROPERTIES with new, desirable amenities to enhance the resident living experience.☑ ENGAGE WITH OUR RESIDENTS through regularly hosted community events.☑ MAINTAIN APARTMENT HOMES through robust and systematic preventative maintenance programsand with rapid responses to any service-related issue. ENGAGING WITH OUR STOCKHOLDERS: ☑ ACTIVE, YEAR-ROUND ENGAGEMENT with our investors to share our perspective on management and solicit their feedback on ongoing Company initiatives and performance.☑ HOST ON-SITE PROPERTY TOURS to allow investors an up-close view of our core assets.☑ ACTIVELY PARTICIPATE & REGULARLY PRESENT at industry conferences.2024 Proxy Statement | 13 DirectorsOur business and affairs are managed under the direction of the Board of Directors. Our Board currently consists of seventen directors, all of whom have been nominated for election at the annual meeting,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.On February 29, 2024, we entered into a Cooperation Agreement (the “Cooperation Agreement”) with Argosy-Lionbridge Real Estate Securities, L.P. (“ALM”) and certain other persons and entities identified therein (collectively, the "Investor Group"). In accordance with the Cooperation Agreement, the Board increased the size of the Board from nine to 10 directors and appointed Craig Macnab to fill the newly created vacancy. The Cooperation Agreement further provides that, during the Standstill Period referred to below, the Board, and its committees, shall take all necessary actions to nominate and recommend Mr. Macnab (or a qualified replacement) as a candidate for election to the Board at each meeting of stockholders at which directors are to be elected, and we agreed to recommend, support and solicit proxies for the election of Mr. Macnab (or a qualified replacement) at each such meeting in a manner no less rigorous and favorable than the manner in which we support the Board's other nominee. During the Standstill Period, if Mr. Macnab is unable to serve as an independent director, whether due to death or incapacitation, and so long as the Investor Group continuously beneficially owns at least the lesser of (i) 0.3% of our then-outstanding shares of common stock and (ii) 700,938 shares of common stock, we and the Investor Group will mutually agree on a replacement director nominee who meets specified requirements, including qualification as “independent” under the listing standards of the New York Stock Exchange and who is unaffiliated with (and independent of) the Investor Group.The “Standstill Period” will continue until the date that is 30 days prior to the last day of the advance notice period for the submission by stockholders of non-proxy access director nominations for our 2025 annual meeting of stockholders, as provided in our Bylaws; subject to extension until the date that is 30 days prior to the last day of the advance notice period for the submission by stockholders of non-proxy access director nominations for our 2026 annual meeting of stockholders unless, among other things, Mr. Macnab has remained a member of the Board as of the date that is 45 days prior to the last day of the advance notice period for the submission by stockholders of non-proxy access director nominations for the 2025 annual meeting of stockholders.The Board, upon the recommendation of the Nominating Committee, has nominated each of Scott F. Schaeffer, William C. Dunkelberg, Ph.D.,Stephen R. Bowie, Ned W. Brines, Richard D. Gebert, Melinda H. McClure, Mack D. Pridgen III,Thomas H. Purcell, Ana Marie del Rio, DeForest B. Soaries, Jr., D.Min.Lisa Washington, and Lisa WashingtonCraig Macnab for election at the annual meetingAnnual Meeting to serve for a term expiring at the 20222025 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.2024 Proxy Statement | 14 The Board unanimously recommends that stockholders vote “FOR” the election of each of the nominees named in this Proposal 1 to serve as a director for a term expiring at the 20222025 annual meeting of stockholders and until his or her successor is duly elected and qualified.Board ExpertiseThe 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
COMMERCIAL REAL ESTATE
BUSINESS ADMINISTRATION
SUSTAINABILITY & CORPORATE RESPONSIBILITY
CAPITAL ALLOCATIONS
FINANCIAL LITERACY
PRIVACY/TECHNOLOGY
20212024 Proxy Statement | 13Board CompositionThe 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 itsour Board's commitment to a policy of inclusiveness and toin pursuit of diversity, our Board amended our Corporate Governance Guidelines in February 2021 to ensure thatrequire our Nominating and Governance Committee willto include, and will haverequires any search firm it engages to include, racially/ethnically and gender diverse candidates in the initial pool from which the Nominating and Governance Committee selects director candidates and will requirerequires that any firm it may engage for any external search for a chief executive officer candidate to include racially/ethnically and gender diverse candidates in the initial pool. Set forth below is a snapshot of the composition of our Board of Directors immediately following the Annual Meeting if the seventen individuals nominated for election at the annual meetingAnnual Meeting are re-elected.
20212024 Proxy Statement | 14Director BiographiesSet forth below are biographical summaries of the individuals nominated for election at the annual meeting.Annual Meeting.Chair of the
Board, President and Chief5861currently 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 and President, 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 Chair. STEPHEN R. BOWIE IndependentDirectorCommittees:Finance & Investment (Chair), RiskDirector since:December 2021Age: 73Stephen R. Bowie has served as one of our independent directors since the consummation of the merger (the "Merger") with Steadfast Apartment REIT, Inc. ("STAR") in December 2021. Mr. Bowie also served as an independent director of STAR from March 2020 to December 2021 and STAR III from January 2016 to March 2020. Mr. Bowie currently is a partner with Pacific Development Group, a position he has held since 1987, specializing in the development and management of neighborhood and community shopping centers throughout California, with a primary responsibility in the development of new projects. From 1979 to 1987, Mr. Bowie served as president of Bowie Development Company, Inc., a California corporation. Mr. Bowie earned a Bachelor of Science degree in business administration from the University of Southern California. Mr. Bowie is a licensed real estate broker in California, serves on multiple boards, including the Northrise University Initiative 501(c)(3), the Northrise University Board of Trustees, and Northrise University Board of Regents. Key Attributes, Experiences and Skills: Mr. Bowie was selected to serve on our Board primarily because of his extensive experience in the real estate industry.2024 Proxy Statement | 17 NED W. BRINES Independent
DirectorCommittees:Audit, Compensation (Chair), Finance & InvestmentDirector since:December 2021Age: 62Ned W. Brines has served as one of our independent directors since the consummation of the Merger in December 2021. Mr. Brines also served as an independent director of STAR from March 2020 to December 2021, an independent director of SIR from October 2012 to March 2020, an independent director of STAR III from January 2016 to March 2020 and served as an independent trustee of Stira Alcentra Global Credit Fund from March 2017 to May 2019. Mr. Brines is presently the Chief of Investment Strategy for Arnel & Affiliates where he oversees the management of the assets of a private family with significant and diversified holdings. From 2012 to 2016, Mr. Brines served as the Chief Investment Officer for the Citizen Trust Wealth Management and Trust division of Citizens Business Bank, where he was responsible for the investment management discipline, process, products and related services. In addition, in September 2008 Mr. Brines founded Montelena Asset Management, a California based registered investment adviser firm. From June 2010 to July 2012, Mr. Brines served as a portfolio manager for Andell Holdings, a private family office with significant and diversified holdings. From May 2001 to September 2008, Mr. Brines served as a Senior Vice President and senior portfolio manager with Provident Investment Counsel in Pasadena, managing its Small Cap Growth Fund with $1.6 billion in assets under management. Mr. Brines was with Roger Engemann & Associate in Pasadena from September 1994 to March 2001 where he served as both an analyst and portfolio manager for their mid cap mutual fund and large cap Private Client business as the firm grew from $3 billion to over $19 billion in assets under management. Mr. Brines earned a Master of Business Administration degree from the University of Southern California and a Bachelor of Science degree from San Diego State University. Mr. Brines also holds the Chartered Financial Analyst designation and is a member of the Global Capital Market Allocation Committee for the Milken Institute. Mr. Brines is involved in various community activities, including serving on the investment committee of City of Hope. Key Attributes, Experiences and Skills: Mr. Brines was selected to serve on our Board primarily because of several years' experience in investment management.2024 Proxy Statement | 18 RICHARD D. GEBERT Independent
DirectorCommittees:•Audit (Chair),•Nominating &
GovernanceCompensationDirector since:October 2017Age: 6366Key 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;controls, his deep understanding of risk management and finance;finance, and his involvement in executive leadership.MELINDA H. McCLURE Independent
DirectorCommittees:Nominating &
Governance (Chair), AuditDirector since:June 2017Age: 562021Ms. McClure has served as one of our independent directors since June 2017. Ms. McClure was the founding director and CEO of VisionBank (in organization) and became the executive vice president and head of strategic planning for Old Dominion National Bank, a community bank headquartered in the Greater Washington region upon the two firms' combination; a position she retained until July 2021. She was an independent director of Arlington Asset Investment Corp. (NYSE: AAIC) until its sale in December 2023. Since June 2023, Ms. McClure is the managing member and owner of CLB Dallas, a private firm focused on early childhood education. She served from 2006 to 2018 as the principal of Democracy Funding LLC, a registered broker-dealer and its affiliates focused on providing capital markets and advisory services to government agencies including the United States Department of Treasury and the Federal Deposit Insurance Corporation as well as to private sector financial services and real estate companies. Ms. McClure served in numerous positions at FBR & Co, an investment bank, from 1991 to 2006 including, as senior managing director of investment banking where she focused on providing capital markets and advisory services to middle market financial services and real estate companies. Ms. McClure served on the board of directors of the Bank of Georgetown, a privately held community bank headquartered in Washington, D.C. from its inception in 2005 to its sale to UnitedBank in 2016. While a director of the Bank of Georgetown she served as the chairman of the strategic planning committee, and as a member of the compensation committee. She earned her Bachelor of Arts Degree from the University of Richmond.Key Attributes, Experiences and Skills: Ms. McClure was selected to serve on our Board because of her extensive leadership experience in the asset management, financial services, and real estate industries.2024 Proxy Statement | 1519THOMAS H. PURCELL WILLIAM C. DUNKELBERG, Ph.D.Lead Independent
DirectorCommittees:Nominating & GovernanceDirector since:December 2021Age: 73Thomas H. Purcell has served as one of our independent directors since the consummation of the Merger in December 2021. Mr. Purcell also served as an independent director of STAR from August 2013 to December 2021. Mr. Purcell has been actively involved in the real estate development business since 1972. Since September 2009, Mr. Purcell has served as chairman and chief executive officer of the Curci Companies, a family real estate investment company that owns and manages real estate throughout the western United States. Before that, Mr. Purcell was Co-Founder and President of Spring Creek Investors, LLC, a private equity capital business focused on real estate development. Mr. Purcell also served as President of Diversified Shopping Centers, were he developed and managed neighborhood and community shopping centers. From 1977 to 1996, Mr. Purcell was Co-Founder and served as President of a shopping center development business that developed and renovated over four million square feet of retail shopping centers. Since 2007, Mr. Purcell has been Vice Chairman and board member of Bixby Land Company, a private industrial REIT, where he also chairs the investment committee and is a member of the compensation committee of the Board of Directors (the “Compensation Committee”). Mr. Purcell is a member of the International Council of Shopping Centers, (“ICSC”), and previously served as Western Division Vice President and on the board of trustees and executive committee of ICSC. He was Western Division Vice President of ICSC and served on the organization’s board of trustees and executive committee. He also was a trustee of the ICSC Educational Foundation. Mr. Purcell formerly served as a board member of the California Business Properties Association and an advisory board member of Buchanan Street Partners and Western National Realty Fund. Mr. Purcell received a Bachelor of Science in Finance from the University of Southern California. Independent DirectorKey Attributes, Experiences and Skills: Mr. Purcell was selected to serve on our Board primarily because of his prior experience as an executive of real estate investment and development companies.2024 Proxy Statement | 20 ANA MARIE DEL RIO Committees:AuditRisk (Chair)Director since:December 2021Age: 69Ana Marie del Rio has served as a director since the consummation of the Merger in December 2021. Ms. Del Rio also served as a director of STAR from April 6, 2020 to December 2021 and served as Secretary and Compliance Officer from September 2013 through August 2020. Ms. del Rio also served as Secretary and Compliance Officer of SIR, positions she held from its inception in May 2009 through March 2020, and Secretary and Compliance Officer of STAR III, positions held from August 2015 through March 2020. Ms. del Rio also serves as the Chief Legal Officer for Steadfast Companies and manages its Legal Services, Compliance, Risk Management and Human Resources Departments. In addition, Ms. del Rio works closely with Steadfast Management Company, Inc. in the management of Steadfast Companies’ residential apartment homes. Prior to joining Steadfast Companies in April 2003, Ms. del Rio was a partner in the public finance group at Orrick, Herrington & Sutcliffe, LLP, where she practiced from September 1993 to April 2003, representing both issuers and underwriters in financing single-family and multifamily housing and other types of public-private and redevelopment projects. From 1979 to 1993, Ms. del Rio co-owned and operated a campaign consulting and research company specializing in local campaigns and ballot measures. Ms. del Rio received a Juris Doctor from the University of the Pacific, McGeorge School of Law, and a Master of Public Administration and a Bachelor of Arts from the University of Southern California. Ms. del Rio serves on the board of directors of Thomas House family shelter, a nonprofit corporation, and is a lecturer for the University of California, Irvine, School of Law, Community and Economic Development Clinic. Key Attributes, Experiences and Skills: Ms. del Rio was selected to serve on our Board primarily because of herextensiveexperience and prior service in the real estate industry and legal compliance at University of California, Irvine, School of Law and serves as president of the Board of Directors of Thomas House, a nonprofit organization servicing the homeless and low-income in the community.2024 Proxy Statement | 21 DEFOREST B. SOARIES, JR., D.MIN IndependentDirectorCommittees:Compensation,Finance & InvestmentDirector since:February 2011Age: 7872Other Public
Company Boards:Ocwen Financial CorporationDunkelbergSoaries has served as one of our independent directors since February 2011. Dr. DunkelbergSoaries has served as a director for the chairFederal Home Loan Bank of New York from January 2009 to December 2023, a position which he also held from February to December 2003. In this capacity, he served on the affordable housing committee that reviews and approves housing development projects for government funding. He serves as the Pastor Emeritus of the First Baptist Church of Lincoln Gardens in Somerset, New Jersey, where he previously served as Senior Pastor from 1990 to 2021. Since January 2015, he has served as a director on the board of directors, of Liberty Bell Bank, a publicly-traded commercial bank chartered in New Jersey, from July 2005 until 2018, and as member ofor 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 itsOcwen board, of directors. He previously servedOcwen Financial Corporation (NYSE: OCN), a publicly traded financial services holding company, and serves as a member of the boardcompensation and nominating and governance committees of directorsthe Ocwen board. From 2004 to 2005, he served as the first chair of NCO Group, Inc.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 public providerprofessor 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 business process outsourcing solutions, from 2000 until the company was sold in November 2006.several apartment projects as a community development executive. Dr. DunkelbergSoaries holds a Bachelor of Arts in Urban and Religious Studies from Fordham University in Bronx, New York, a Master of EconomicsDivinity from Princeton and a Doctor of PhilosophyMinistry from United Theological Seminary in Economics, each from the University of Michigan in Ann Arbor.Key Attributes, Experiences and Skills: Dr. DunkelbergSoaries was selected to serve on our Board primarily because of his expertisediverse background in economics, banking, community development, apartment properties, government and capital markets, and his experience as a director of both public and private companies.the Federal Home Loan Bank of New York.2024 Proxy Statement | 22 LISA WASHINGTON LISA WASHINGTONIndependent
DirectorCommittees:Nominating & Governance, RiskDirector since:January 2021Age: 5356Society, a position which she has held since September 2019.Society. In addition, Ms. Washington servesis also a Board Member and Secretary of the Rosenbach Museum & Library in Philadelphia. Ms. Washington served as Chair of the Board of JEVS Human Services, Inc., a not-for-profit social service organization from July 2020 to June 2023 and is also a Board Member and Secretary of the Rosenbach Museum & Library in Philadelphia.currently serves on its executive/compensation committee. 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.20212024 Proxy Statement | 16CRAIG MACNAB MELINDA H. McCLURELead Independent
DirectorCommittees:Nominating &
Governance (chair),CompensationDirector since:June 2017February 2024Age: 5368Other PublicArlington Asset
Investment Corp.Ms. McClure has served as one of our independent directors since June 2017. She is Executive Vice President and head of Strategic Planning for Old Dominion National Bank, a community bank headquartered in the Greater Washington region. She was the CEO of VisionBank (in Organization) from February 2018 until August of 2019. She served from 2006 to 2018 as the principal shareholder of Democracy Funding LLC, a registered broker-dealer and its affiliates focused on providing capital markets and advisory services to government agencies including the United States Department of Treasury and the Federal Deposit Insurance Corporation as well as to private sector financial services and real estate companies. Ms. McClure served on the board of directors of the Bank of Georgetown, a privately held community bank headquartered in Washington, D.C. from its inception in 2005 to its sale to UnitedBank in 2016. While a director of the Bank of Georgetown she served as the chairman of the strategic planning committee, and as a member of the compensation committee. Ms. McClure served in numerous positions at FBR & Co, an investment bank, from 1991 to 2006 including, as senior managing director of investment banking where she focused on providing capital markets and advisory services to middle market financial services and real estate companies. She earned her Bachelor of Arts Degree from the University of Richmond.Key Attributes, Experiences and Skills: Ms. McClure was selected to serve on our Board because of her extensive leadership experience in the asset management, financial services, and real estate industries.MACK D. PRIDGEN IIIIndependent DirectorCommittees:•Audit,•CompensationDirector since:September 2015Age: 71Mr. 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 HighwoodsVICI 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., American Tower CorporationMr. 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 generally.2021 Proxy Statement | 17DEFOREST B. SOARIES, JR., D. MINIndependent DirectorCommittees:Compensation (Chair),Nominating & GovernanceDirector since:February 2011Age: 69Other Public
Company Boards:Ocwen Financial CorporationDr. SoariesMacnab has served as one of our independent directors since February 2011. Dr. Soaries2024. Mr. Macnab has served as an independent director of VICI Properties Inc. (NYSE: VICI) since 2017, as the Chairman of its Compensation Committee since 2019, and as a member of its Audit Committee since 2020. Mr. Macnab also currently serves as an independent director of American Tower Corporation (NYSE: AMT) since 2014. Mr. Macnab held the position of Chairman and Chief Executive Officer of National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust that acquires, owns, invests in and develops properties that are leased primarily to retail tenants, from 2008 (with his service as Chief Executive Officer beginning in 2004) until his retirement in April 2017. Mr. Macnab previously served as a director forof Cadillac Fairview Corporation (a private company) from September 2011 through December 2022, Forest City Realty Trust (NYSE: FCEA) from 2017 to 2018, Eclipsys Corporation from 2008 to 2014, and DDR Corp. (NYSE: DDR) from 2003 to 2015. Mr. Macnab was the Federal Home Loan BankChief Executive Officer and President 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),JDN Realty, 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 Jerseyinvestment trust, from 19972000 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. Soaries2003. Mr. Macnab holds a Bachelor of ArtsCommerce degree in UrbanEconomics and Religious StudiesAccounting from Fordhamthe University in Bronx, New York,of the Witwatersrand and a Master of DivinityBusiness Administration from Princeton and a Doctor of Ministry from United Theological Seminary in Dayton, Ohio.Key Attributes, Experiences and Skills: Dr. SoariesMr. Macnab was selected to serve on our Board primarily because of his diverse background in banking, community development, apartment properties, governmentextensive experience from service on public and asprivate boards and his experience leading a director of the Federal Home Loan Bank of New York.publicly held REIT.2021 Proxy Statement | 18Corporate Governance DocumentsOur 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 DOCUMENTSOur 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•Insider Trading Policy•Clawback Policy•Stock Ownership Guidelines•Section 16 Reporting Compliance Procedures•Code of Ethics•Whistleblower Policy• Insider Trading PolicyThese 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.These documents are also available free of charge by writing to Independence Realty Trust, to our Secretary, Shelle Weisbaum, at 1835 Market Street, Suite 2601, Philadelphia, Pennsylvania 19103 or by calling Ms. Weisbaum at (267) 270-4820. No information contained on the Company’s website is part of or incorporated into this Proxy Statement.Director Independence and Independence DeterminationsNone 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 sixeight of our seven ten directors are independent under NYSE standards, specifically: Dr. Dunkelberg, Mr. Gebert, Ms.Mss. McClure Mr. Pridgen,and Washington, Dr. Soaries and Ms. Washington.Messrs. Bowie, Brines, Gebert, Purcell, and Macnab. In making its independence determinations, our Board2024 Proxy Statement | 24 considered and reviewed all information known to it (including information identified through annual directors’ questionnaires).Board Leadership StructureOur Board’s leadership structure is designed to promote Board effectiveness and to appropriately allocate authority and responsibility between the Board and management. Our Board has no policy in principle with respect to the separation of the offices of Chair and Chief Executive Officer. From January 2011 to February 2013, these offices were separated with Mr. Schaeffer serving as Chair. Since February 2013, Mr. Schaeffer has served as both Chair and 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 the2021 Proxy Statement | 19Executive Sessions of Non-Management DirectorsOur Board holds regular executive sessions of non-management directors.and independent directors, on a regular basis, but not less frequently than quarterly. In addition, our corporate governance guidelinesCorporate Governance Guidelines provide that the independent directors will meet in executive session onat least once a regularly scheduled basis, but not less frequently than quarterly.year. Our Corporate Governance Guidelines provide that the Lead Independent Director shall preside at these meetings.Lead Independent DirectorOur 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.Communications with our Independent Directors and BoardOur 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 the2024 Proxy Statement | 25 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 BoardsIn our Corporate Governance Guidelines, our Board recognizes its members benefit from service on the boards of other companies. The Board encourages this service but also believes it is critical that our directors have the opportunity to dedicate sufficient time to their service on IRT’s Board. To this end, our Corporate Governance Guidelines provide that our directors may not serve on more than two other public company boards (excluding the Board) without the Board’s consent. None of our directors currently serve on more than onetwo other public company board.boards.2021 Proxy Statement | 20Director TenureOur directors are elected annually. Our Board does not believe it should establish term limits for directors, as it believes term limits have the disadvantage of losing the contribution of directors who have been able to develop, over a period of time, increasing insight into the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole. Instead the Board prefers to rely upon the evaluation procedures described below as the primary method of ensuring each director continues to act in a manner consistent with the best interests of the Company, its stockholders, and the Board.Risk OversightOur 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’sour enterprise risk management practices to ensure that the Company iswe are equipped to anticipate, identify, prioritize, and manage material risks to the CompanyCompany. 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;development, corporate governance and corporate governance.ESG matters. Our Finance & Investment Committee oversees our financial risk management and hedging strategies. Our Risk Committee assists our Board in its oversight of our enterprise risk management framework, our overall risk-taking tolerance and our management of financial, reputational and operational risks, including cybersecurity and information security risks.Risk Oversight of Cybersecurity and Information SecurityCybersecurity and information security are of utmost importance to us to maintain the trust and confidence of our shareholders, residents, associates, vendors and other stakeholders. Our dedicated approach to information security starts with our Board. Four members of our Board are proficient in data privacy and cybersecurity matters.The Risk Committee has primary oversight of risks relating to cybersecurity, and reviews with management IT risk exposures including cybersecurity, information security and privacy matters, business continuity and disaster recovery. Our cybersecurity team, which includes the executive vice president, head of technology, director of information technology, chief legal officer and chief financial officer, is responsible for the20212024 Proxy Statement | 21day-to-day management and monitoring of our information security program and reports to the executive team and Board at least annually on our network infrastructure and cybersecurity preparedness.Risk Oversight of ESGOur Board’s corporate governance policies and practices reflect and reinforce our commitment to environmental stewardship, social responsibility and good governance. The Nominating Committee assists the Board in its oversight of our ESG progress in accordance with the Nominating Committee’s charter and the Board’s Corporate Governance Guidelines. A cross-functional executive management team is responsible for implementation of our ESG strategy and providing regular updates to the Nominating Committee.Within our enterprise risk management, we recognize that IRT is exposed to the impacts of climate change including, but not limited to:•portfolio locations and risk of floods;•loss of natural resources; and•effects of extreme weather on our multifamily communities, our residents and the greater communities in which we exist.2024 Proxy Statement | 27 FINANCE AND INVESTMENT COMMITTEE■Oversees our financial risk management and hedging strategiesCOMPENSATION COMMITTEE■Reviews and assesses our overall compensation program and its effectiveness at attracting and retaining executives, linking executive pay to performance, and aligning the interests of our executives and our stockholders■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 profileNOMINATING AND GOVERNANCE COMMITTEE■Develops and implements our corporate governance principals■Reviews and refreshes compliance policies including our Code of Ethics,■Oversees our sustainability program and initiatives■Oversees the Board's annual self-assessment process■Maintains responsibility for Board and committee structure and refreshmentAUDIT COMMITTEE■Reviews and assesses financial reporting, internal control risk and disclosure controls■Meets with and reviews reports from our independent auditor■Oversees assessment of major risks facing IRT■Reviews all related party transactionsBOARD■Oversees succession planning■Assesses financial aspects of all proposed transactions above a certain dollar threshold■Reviews our human capital management■Oversees our capital allocation framework■Reviews our strategic business plan annually■Assigns responsibility for oversight of certain risks to the committees of the BoardRISK COMMITTEE■Oversees our enterprise risk management framework, our overall risk-taking tolerance and our management of various risk exposures, including operational risks, cybersecurity and information security and privacy matters2024 Proxy Statement | 28 Code of EthicsWe 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 www.irtliving.com.2021 Proxy Statement | 22www.irtliving.com.Hotline SubmissionsOur 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.Board and Committee Meetings; AttendanceOur Board held 13nine meetings during 2020.2023. Our Board currently has a standing Audit Committee, Compensation Committee, Nominating Committee, Finance & Investment Committee and NominatingRisk 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 20202023 membership and meeting information for each of theseour Board committees:Board Member Audit Compensation Nominating & Governance Finance & Investment Risk Stephen Bowie Stephen Bowie Stephen Bowie Chair X Ned W. Brines Richard D. Gebert Richard D. Gebert Richard D. Gebert Melinda H. McClure Melinda H. McClure Melinda H. McClure Thomas Purcell** Thomas Purcell** Thomas Purcell** Ana Marie del Rio Ana Marie del Rio Ana Marie del Rio Chair Lisa Washington Lisa Washington Lisa Washington X X Craig Macnab*** Meetings held in 2023 Meetings held in 2023 Meetings held in 2023 7 5 4
as of February 8, 2023
| 2024 Proxy Statement | 29 | ||||
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THE PRINCIPAL FUNCTIONS OF THE AUDIT COMMITTEE RELATE TO OVERSIGHT OF: •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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| 2024 Proxy Statement | 30 | ||||
THE PRINCIPAL FUNCTIONS OF THE COMPENSATION COMMITTEE INCLUDE: •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; •producing a report on executive compensation to be included in our annual proxy statement; and •reviewing and approving compensation for non-employee directors. | ||
THE PRINCIPAL FUNCTIONS OF THE NOMINATING COMMITTEE INCLUDE: •identifying qualified candidates for election as directors and recommending to the Board nominees for election as directors at the annual meeting of stockholders or for appointment to fill vacancies; •developing and recommending to the Board corporate governance guidelines and implementing and monitoring such guidelines; •making recommendations to the Board on matters involving the general operation of the Board, including Board size and composition, and committee composition and structure; •overseeing engagement efforts with stockholders and key stakeholders, including ESG ratings agencies; •overseeing the evaluation of the Board, its committees and management; and •annually facilitating the assessment of the Board’s performance as a whole and of the individual directors, as required by applicable law, regulations and the NYSE corporate governance listing standards. | ||
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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
| 2024 Proxy Statement | 31 | ||||
THE PRINCIPAL FUNCTIONS OF THE FINANCE & INVESTMENT COMMITTEE INCLUDE: •assisting our Board in its oversight of our balance sheet and capital management strategy, including oversight of our capital structure, cost of capital, investments and returns; and •reviewing and approving certain investments in specific real estate assets proposed by our management. | ||
THE PRINCIPAL FUNCTIONS OF THE RISK COMMITTEE INCLUDE: •assisting our Board in its oversight of our enterprise risk management framework; •assisting our Board in its oversight of our overall risk-taking tolerance; and •assisting our Board in its oversight of our management of financial, reputational and operational risks, including cybersecurity, information security and privacy matters. | ||
| 2024 Proxy Statement | 32 | ||||
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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 2020,2023, senior management held 132222 meetings with institutional investors and research analysts, including, 2four non-deal roadshowsroadshows/property tours, and 4five investor conferences.
| 2024 Proxy Statement | 33 | ||||
POSITION | MINIMUM SHARE OWNERSHIP | ||||
Non-Employee Directors | 5 times cash retainer | ||||
Chief Executive Officer | 5 times annual salary | ||||
Other Executive Officers | 3 times annual salary | ||||
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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.
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2023.
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| 2019 |
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Audit Fees(1) | $ | 545,000 |
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| $ | 555,000 |
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Audit-Related Fees(2) |
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| 270,000 |
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Tax Fees(3) |
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| 163,500 |
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Tax Fees(3) | |||||||||||||||||||||
Total | $ | 950,010 |
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| $ | 988,500 |
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Audit Committee Report The Audit Committee has reviewed and discussed our AUDIT COMMITTEE Richard D. Gebert, Chair
Ned W. Brines Melinda H. McClure | ||
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Title of Class | Name and Address of Beneficial Owner (1) | Amount and |
| Nature of | Percent |
| Title of Class | Name and Address of Beneficial Owner (1) | Amount and Nature of Beneficial Ownership | Nature of Ownership | Percent of Class | |||||||||||||||||||||||||
Common Stock | BlackRock, Inc. |
| 17,301,397 |
| (2) | 16.99% |
| Common Stock | BlackRock Inc. | 35,944,182 | (2) | 15.97% | ||||||||||||||||||||||||
Common Stock | The Vanguard Group, Inc. |
| 10,793,867 |
| (3) | 10.60% |
| Common Stock | The Vanguard Group, Inc. | 32,400,936 | (3) | 14.40% | ||||||||||||||||||||||||
Common Stock | AllianceBernstein L.P. |
| 6,184,559 |
| (4) | 6.07% |
| Common Stock | State Street Corporation | 13,866,370 | (4) | 6.16% | ||||||||||||||||||||||||
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Common Stock | Directors: |
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| Scott F. Schaeffer |
| 408,106 |
| (5) | * |
| Scott F. Schaeffer | 625,248 | * | ||||||||||||||||||||||||||
| William C. Dunkelberg |
| 38,391 |
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| Stephen R. Bowie | 32,320 | * | ||||||||||||||||||||||||||
| Melinda H. McClure |
| 19,925 |
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| Ned W. Brines | 43,968 | (5) | * | |||||||||||||||||||||||||
| Mack D. Pridgen III |
| 64,977 |
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| Richard D. Gebert | 33,578 | * | ||||||||||||||||||||||||||
| DeForest B. Soaries, Jr |
| 38,340 |
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| Melinda H. McClure | 33,578 | * | ||||||||||||||||||||||||||
| Richard D. Gebert |
| 19,925 |
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| Thomas Purcell | 36,641 | (6) | * | |||||||||||||||||||||||||
| Lisa Washington |
| - |
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| Ana Marie del Rio | 59,801 | * | ||||||||||||||||||||||||||
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| DeForest B. Soaries, Jr | 51,993 | * | |||||||||||||||||||||||||
| Non-Director Executive Officers: |
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| Lisa Washington | 13,653 | * | |||||||||||||||||||||||||
| Craig Macnab | Craig Macnab | 0 | * | |||||||||||||||||||||||||||||||||
| James J. Sebra |
| 133,078 |
| (6) | * |
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| Farrell M. Ender |
| 154,474 |
| (7) | * |
| Non-Director Executive Officers: | ||||||||||||||||||||||||||||
| Jessica K. Norman |
| 9,342 |
| (8) | * |
| James J. Sebra | 269,816 | * | ||||||||||||||||||||||||||
| Michele Weisbaum | Michele Weisbaum | 10,106 | * | |||||||||||||||||||||||||||||||||
| Jason R. Delozier | 26,306 | * | ||||||||||||||||||||||||||||||||||
| Farrell M. Ender | Farrell M. Ender | 346,361 | (7) | * | ||||||||||||||||||||||||||||||||
| Jessica K. Norman | Jessica K. Norman | 17,014 | (8) | * | ||||||||||||||||||||||||||||||||
| Jason R. Delozier |
| 13,491 |
| (9) | * |
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| All directors and executive officers as a group: | |||||||||||||||||||||||||||
| All directors and executive officers as a group: |
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| (15 persons) | 1,600,383 | * | |||||||||||||||||||||||||
| (11 persons) |
| 900,049 |
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Farrell M. Ender,
Jessica K. Norman, age 39,62, has served as our General Counsel since May 2019November 2023 and our Secretary since June 2017.December 2023. Prior to her appointmentjoining IRT, Ms. Weisbaum served as our General Counsel, JessicaChief Legal Officer, Senior Vice President and Secretary for Resource REIT from October 2012 to May 2022 and in the same positions for Resource Real Estate Investment Trust from June 2009 until January 2021 and for Resource Apartment REIT III from July 2015 until January 2021. Ms. Weisbaum also previously served as Executive Vice President, – CorporateSenior Vice President, Vice President, General Counsel for IRT, a role which she held since joining us in Decemberand Secretary of Resource Real Estate LLC during the period from August 2007 through September 2020. Ms. Weisbaum also served as the Chief Legal Officer, Senior Vice President and Secretary of ACRES REIT from September 2016 in connection with our management internalization, and Managing Director – Corporate Counsel for RAIT, our external advisor, from November 2013 through December 2016. While employed at RAIT,to July 2020. Ms. Norman was primarily responsible for overseeing legal matters affecting IRT, including the acquisition of our portfolio of apartment properties, our debt financings, and our transformative merger with Trade Street Residential. Prior to joining RAIT, Ms. Norman was in private practice from 2006 through 2013 at Drinker Biddle & Reath LLP, Klehr Harrison Harvey Branzburg LLP and Dechert LLP. During her tenure in private practice, Ms. Norman represented public and private clients in a variety ofWeisbaum practiced commercial real estate law at Ledgewood Law Firm from 1998 to 2006 as an associate and financial transactions.later as a partner of the firm. Prior to Ledgewood, from 1987 to 1998, Ms. Norman holdsWeisbaum was Vice President and Assistant General Counsel at the Philadelphia Stock Exchange. Ms. Weisbaum received a Bachelor of Science degree in Business and Economics from the University of Pittsburgh, as well as a Juris Doctorate and a Master of Business Administration from Boston University and a Juris Doctor degree from Temple University.
University School of Law.
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•Mr. Schaeffer, our Chair, President and Chief ExecutiveOfficer;
•Mr. Sebra, our Chief Financial Officer andTreasurer;
Mr. Ender,•Ms. Weisbaum, our President;
Ms. Norman, our Executive Vice President and General Counsel;and
•Mr. Delozier, our Chief AccountingOfficer.
WHAT WE DO: | WHAT WE DON’T DO: | |||||||
✓ 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 executive officers and non-employee directors. ✓ Provide for clawbacks in stock incentive and annual incentive plans. |
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Key Performance Metrics/Details Reviewed annually by the Compensation Committee with reference to the peer group as well as level of experience, job performance, and long-term tenure and potential Committee Discretion Executive 2020 Base Salary 2019 Base Salary Scott F. Schaeffer $700,000 James J. Sebra $400,000 Farrell M. Ender $400,000 Jessica K. Norman $300,000 $225,000 Jason R. Delozier $275,000 $245,000 Elements & Objectives of Our Compensation ProgramWe 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.20202023 Element of Pay
(% of average Named Executive Officer target pay)Overview
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
Annual Cash Bonus Award▪Annual cash compensation linked to objective and quantitative annual business results and subjective individual performance as assessed by the committeeObjective Performance Criteria (75%)▪CORE FFO CFFO per share (40%)▪Same Store Same-Store NOI Growth (20%)▪Operating Margin (15%)▪G&A % of Revenue (15%)▪Net-Debt-to-EBITDA Net-Debt-to-Adjusted EBITDA (10%)SubjectiveIndividual Performance Criteria(25%)▪Based on several factors
Equity-Based Awards▪Performance-based long-term equity intended to encourage value creation directly aligned with the shareholderstockholder experience▪Time-based long-term equity intended to recruit and retain employees while aligning with the shareholderstockholder experiencePerformance-Based Equity (75%)▪70% relative 3-year TSRtotal stockholder return ("TSR") and 30% Strategic ObjectivesTime-Based Equity (25%)▪25% vests per year, subject to accelerated vesting for certain termination events(1)See "Appendix A — Reconciliation of Non-GAAP Financial Measures to GAAP Measures."Base SalaryThe general rationale behind our base salary decisions are discussed above in “Elements and Objectives of our Compensation Policies”. Specifically, the base salaries for the Named Executive Officers are intended to be competitive with base salaries for comparable positions at similarly sized REITs, which allows us to attract and retain20212024 Proxy Statement | 36retain first-class executive talent. The 20202023 and 20192022 base salaries of our Named Executive Officers are set forth in the table below:Executive 2023 Base Salary % Change from 2022 2023 Base Salary 2022 Base Salary Michele Weisbaum Farrell M. Ender (1) Jessica K. Norman (2)
•“Objective/Formulaic Component” – the objective/formulaic component of the cash bonus award that may be earned by each Named Executive Officer will be determined by IRT’s performance relative to specified objective performance criteria established by the Compensation Committee as described below.
•“SubjectiveIndividual Performance Component” – the subjectiveindividual performance component of the cash bonus award may be determined based on the Compensation Committee’s subjective evaluation of such participant’s performance.
•Allocation of Components and Calculation of the 20202023 Cash Bonus Awards – the 20202023 cash bonus awards were allocated 75% to the objective/formulaic component and 25% to the subjective component.
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| 2020 | 2020 Cash Bonus Ranges | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| 2023 Cash Bonus Ranges | 2023 Cash Bonus Ranges | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2023 | % of Base Salary | Dollar Value | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Executive |
| Salary | Threshold | Target | Maximum |
| Threshold | Target | Maximum | Executive | Base Salary | Threshold | Target | Max | Threshold | Target | Max | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Scott F. Schaeffer |
| $700,000 | 100% | 179% | 250% |
| $700,000 | $1,253,000 | $1,750,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
James J. Sebra |
| $400,000 | 50% | 100% | 150% |
| $200,000 | $400,000 | $600,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Jason R. Delozier | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Farrell M. Ender |
| $400,000 | 50% | 100% | 150% |
| $200,000 | $400,000 | $600,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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AND OUTCOMES
Metric(1) |
Weighting |
Threshold |
Target |
Maximum | 2020 Actual |
CORE FFO per share | 40% | $0.79 | $0.81 | $0.82 | $0.80 |
Same Store NOI Growth | 20% | 4.0% | 4.75% | 5.5% | 3.1% |
Operating Margin | 15% | 60.0% | 60.9% | 61.8% | 60.7% |
G&A % of Revenue | 15% | 5.1% | 4.9% | 4.7% | 4.8% |
Net-Debt-to-EBITDA | 10% | 9.1x | 8.9x | 8.7x | 8.2x |
| Metric (1) | Weighting | Threshold | Target | Maximum | 2023 Actual | ||||||||||||
| CFFO per share | 40% | $1.12 | $1.14 | $1.16 | $1.15 | ||||||||||||
| Same-Store NOI Growth | 20% | 5.0% | 6.5% | 8.0% | 5.7% | ||||||||||||
| Operating Margin | 15% | 62.7% | 63.2% | 63.7% | 63.0% | ||||||||||||
| G&A% of Revenue | 15% | 3.0% | 2.9% | 2.8% | 2.7% | ||||||||||||
| Net-Debt-to-Adjusted EBITDA | 10% | 6.90x | 6.75x | 6.60x | 6.7x | ||||||||||||
| 2023 Cash Bonus Weighting and Payout Detail | ||||||||||||||||||||||||||||||||||||||
| Objective/Formulaic Component | ||||||||||||||||||||||||||||||||||||||
| Metric (1) | Weighting | CEO Payout | CFO Payout | Former President Payout (2) | Former CLO Payout (3) | CAO Payout | ||||||||||||||||||||||||||||||||
| CFFO per share | 40 | % | $ | 450,450 | $ | 178,125 | $ | 56,250 | $ | — | $ | 120,000 | ||||||||||||||||||||||||||
| Same-Store NOI Growth | 20 | % | 143,710 | 52,250 | 16,500 | — | 35,200 | |||||||||||||||||||||||||||||||
| Operating Margin | 15 | % | 116,078 | 42,750 | 13,500 | — | 28,800 | |||||||||||||||||||||||||||||||
| G&A% of Revenue | 15 | % | 196,875 | 80,156 | 25,313 | — | 54,000 | |||||||||||||||||||||||||||||||
| Net-Debt-to-Adjusted EBITDA | 10 | % | 111,370 | 43,938 | 13,875 | — | 29,600 | |||||||||||||||||||||||||||||||
| Totals | 100 | % | $ | 1,018,483 | $ | 397,219 | $ | 125,438 | $ | — | $ | 267,600 | ||||||||||||||||||||||||||
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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 | $87,441 |
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Named Executive Officer Individual Scott F. Schaeffer James J. Sebra Jason R. Delozier 2023. Ms. Norman was not entitled to a 2023 cash bonus, as she voluntarily resigned prior to year-end. 2020 Cash Bonus Award Payout ($) % of Executive Target ($) Objective/Formulaic + Subjective = Combined Target Scott F. Schaeffer $1,253,000 $720,256 $437,500 $1,157,756 92% James J. Sebra $400,000 $231,250 $150,000 $381,250 95% Farrell M. Ender $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% ("PSUs") Performance Criteria Target Relative 3-year TSR 70% 75th percentile 30% Subjective using the relative percentile ranking approach While not required, the Committee has historically aligned the individual performance PSU outcome with the objective PSU outcome, absent unusual circumstances. ("RSUs") Performance-Based Award Executive Total Target Time-Based Threshold Target Maximum Scott F. Schaeffer $2,000,000 $500,000 $750,000 $1,500,000 $2,250,000 James J. Sebra $800,000 $200,000 $300,000 $600,000 $900,000 Farrell M. Ender $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 Number of 2020 Executive RSUs Number of 2020 PSUs Scott F. Schaeffer 33,063 99,189 James J. Sebra 13,225 39,675 Farrell M. Ender 13,225 39,675 Jessica K. Norman 4,959 14,878 Jason R. Delozier 2,909 8,728 If a Named Executive Officer’s employment is terminated due to death, disability, termination without cause or resignation with good reason (which we refer to as a qualified termination) prior to the conclusion of the three-year performance period applicable to Mr. Ender's 2021 PSUs were pro-rated to reflect the portion of the performance period actually worked by him. Ms. Norman voluntarily resigned prior to the end of the performance period and, therefore, forfeited her 2021 PSUs. •For 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 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 •Advise on alignment of pay and performance; •Review and advise on executive total compensation, including base salaries, short-and long-term incentives, associated performance goals, and retention and severance arrangements; •Advise on trends in executive compensation; •Provide recommendations regarding the composition of our peer group; •Analyze peer group proxy statements, compensation survey data and other publicly available data; and •Perform any special projects requested by the Compensation Committee. The employment agreements set floor amounts for base salary. In addition, the employment agreements provide for payments and other benefits if the executive’s employment terminates under specified circumstances, including in the event of a termination following a “change in control”. See “Named Executive Officer Compensation—Potential Payments on Termination or Change in Control” for a description of these severance and change in control benefits with the Named Executive Officers. The Compensation Committee believes that these severance and change in control arrangements are an important part of overall compensation for these Named Executive Officers because they help to secure the continued employment and dedication of these Named Executive Officers, notwithstanding any concern that they might have regarding their own continued employment in general and prior to or following a change in control. The Compensation Committee also believes that these arrangements are important as a recruitment and retention device, as most of the companies with which we compete for executive talent Risk Management and IRT’s Compensation Policies and Procedures. As part of the Board’s role in risk oversight, the Compensation Committee considers the impact on our risk profile of our compensation plans, policies and practices,and the incentives they create, with respect to all employees, including executive •The mix of compensation, which is 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 of equity awards, which generally requires long term commitment on the part of employees; •Incentive awards made are capped under the terms of the award 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.” Our new Clawback Policy, offer. 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 •Scott F. Schaeffer – •James. J. Sebra – •Farrell M. Ender – •Jessica K. Norman – •Jason R. Delozier – 2023 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 Stock Awards Name Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards, Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) Scott F. Schaeffer 6,803 (1) 91,364 28,836 (2) 387,267 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 3,062 (1) 41,123 10,092 (2) 135,536 14,663 (3) 196,924 58,651 (6) 787,683 13,225 (4) 177,612 39,675 (7) 532,835 45,416 (5) 609,937 Farrell M. Ender 2,721 (1) 36,543 11,534 (2) 154,902 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 2023 Stock Awards Name Number of Shares Acquired on Vesting (#) Value Realized on Vesting ($) Scott F. Schaeffer 224,400 3,068,470 James J. Sebra 85,952 1,176,729 Farrell M. Ender 89,760 1,227,389 Jessica K. Norman 6,852 95,483 Jason R. Delozier 6,944 96,702 Named Executive Termination without cause, resignation for good reason or notice by IRT of non-renewal with release (1) Voluntary Termination (2) Disability (3) Death (4) Termination for cause (5) Termination without cause, resignation for good reason or notice by IRT of non-renewal after Change in Control with release (6) Scott F. Schaeffer $ 11,069,954 $ 6,657,094 $ 7,910,094 $ 7,910,094 $ — $ 12,529,531 James J. Sebra $ 4,234,427 $ — $ 2,873,788 $ 2,873,788 $ — $ 4,234,427 Farrell M. Ender $ 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 •a reduction in base salary of the Named ExecutiveOfficer. •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 employmentagreement. •The Named Executive Officer will receive a lump sum cash payment equal to a defined multiplier times the sum of (x) the Named Executive Officer’s base salary, as in effect immediately prior to his termination of employment and (y) the average annual cash bonus earned by the Named Executive Officer for the three year period immediately prior to his termination of employment, (or the average annual cash bonus earned by the Named Executive Officer for the actual number of completed fiscal years immediately prior to his termination of employment, if less than three). In Mr. Schaeffer’s employment agreement, the defined multiplier is 2.25x. In Mr. Sebra’s •The Named Executive Officer will receive a lump sum cash payment equal to a pro rata portion of the annual cash bonus, if any, that the Named Executive Officer would have earned for the fiscal year of his termination based on achievement of the applicable performance goals for such year. •For a period of 18 months following the Named Executive Officer’s date of termination, provided the Named Executive Officer and his eligible dependents timely and properly elect to continue health care coverage under COBRA, the Named Executive Officer will continue to receive the medical coverage in effect at the date of his termination of employment (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, at the same premium rates as may be charged from time to time for employees of IRT generally, as if the Named Executive Officer had continued in employment with IRT during such period. •Any equity awards that are then subject solely to time-vesting conditions will become fully vested as of the date of the Named Executive Officer’s termination of employment. In addition, under the terms of the PSU awards, outstanding PSUs will vest based on performance through the end of the calendar quarter immediately preceding the severance event, subject to pro-ration to reflect the portion of the performance period served prior to the severance event. The amounts shown in the table reflect the full vesting of otherwise unvested time-based equity awards, the vesting of (3)If IRT terminates the Named Executive Officer’s employment for disability, Messrs. Schaeffer, Sebra, and Delozier will each be entitled to receive the following: •The accrued benefits. •Any equity awards are subject to the same treatment described above in the final bullet of footnote 1. •A lump sum cash payment equal to a pro rata portion of the Named Executive Officer’s target annual cash bonus for the fiscal year of his death. •The accrued benefits. •Any equity awards are subject to the same treatment described above in the final bullet of footnote 1. •The acquisition (other than from IRT), by any person (as such term is defined in Section 13(c) or 14(d) of the Exchange Act of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined voting power of IRT’s then outstanding voting securities; •The individuals who, as of the effective date of the Named Executive Officer employment agreement, are members of the Board cease for any reason during any twelve month period to constitute at least a majority of the Board (unless the election, or nomination for election by IRT’s stockholders, of any new director was approved by a vote of at least a majority of the incumbent Board); •The closing of a reorganization, merger, consolidation or similar form of corporate transaction (each, a business combination) involving IRT if (i) the stockholders of IRT, immediately before such business combination, do not, as a result of such business combination, own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the entity resulting from such business combination in substantially the same proportion as their ownership of the combined voting power of the voting securities of IRT outstanding immediately before such business combination or (ii) immediately following the business combination, the individuals who comprised the Board immediately prior thereto do not constitute at least a •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. •A standard non-management Board member retainer per yearof: •$ •$ •Lead Independent Director retainer per year of •Chair retainers per year of: •$20,000 cash for the Audit CommitteeChair; •$15,000 cash for the Compensation Committee Chair; •$10,000 cash for the Nominating Committee •$5,000 cash for the Risk Committee. •$7,500 cash for the Audit Committeemembers; •$5,000 cash for the Compensation Committee members; •$5,000 cash for the Nominating Committee Name Fees Earned or Paid in Cash ($) Stock Awards ($)(1) Total ($) William C. Dunkelberg, Ph.D 52,500 71,433 123,933 Melinda H. McClure 80,000 71,433 151,433 Mack D. Pridgen III 57,500 71,433 128,933 DeForest Soaries, Jr., D.Min 65,000 71,433 136,433 Richard D. Gebert 70,000 71,433 141,433 325,000 357,165 682,165 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)) Equity compensation plans approved by security holders 993,568 n/a 1,483,077 Equity compensation plans not approved by security holders - n/a - Total 993,568 1,483,077 ADVISORY VOTE ON EXECUTIVE COMPENSATION officers and the philosophy, policies and practices described in this annual meeting: 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. While our calculation of FFO is in accordance with NAREIT's definition, it may differ from the methodology for calculating FFO utilized by other REITs and, accordingly, may not be comparable to FFO computations of such other REITs. 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 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 ADJUSTED EBITDA: December 31, 2020 Net income (loss) $ 13,360 Add-Back (Deduct): Depreciation and amortization 15,396 Interest expense 8,872 Net loss on impairment (gain on sale) of real estate assets (9,394 ) Abandoned deal costs — Casualty losses 300 Adjusted EBITDA $ 28,534 Total debt $ 945,686 Less: cash and cash equivalents (8,751 ) Total net debt $ 936,935 Net debt to Adjusted EBITDA (pro forma) (a) 8.2x SUBJECTIVEINDIVIDUAL PERFORMANCE CRITERIAThe subjectiveindividual performance bonus award portion of the 20202023 cash bonus award for each of the Named Executive OfficerOfficers 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 2020,2023, which the Compensation Committee has determined are also important elements of each Named Executive Officer’s contribution to the creation of overall shareholderstockholder value. These individual elements on which certain of our Named Executive Officers were evaluated are as follows: Subjective Performance Criteria•Strategicplanning•Leadership of thecompany•Boardrelations•Executing the businessplan•Communication•Successionplanning•Effectiveness in oversight of the accounting, tax, finance, IT and financeinvestor relations functions•Team development andsuccession•Strategic planning and supporting newinitiatives•Investor and analystoutreach•Balance sheet management and financialflexibility•Effectiveness in oversight of technology developmentinitiativesFarrell 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 redevelopmentinitiativesJessica 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.•Implementing improvements to drive efficiency and effectiveness of the accounting and finance function•Leading and enhancing ongoing training/education among corporate and property accounting teams with a focus on continuous improvement• Connecting PhiladelphiaMaintaining and Chicago teams through monthlytraining, periodic tripsimproving IRT's internal controls, including using technology to and from for all members ofenhance the team, video conferencing, etc. Focusing on building a “rewarding” function for all teammembers• Improvingeffectiveness and 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 initiatives2021 Proxy Statement | 39•Effectiveness in training, mentoring and developing personnel•Enhancing the portfolio through asset sales and acquisitions•Improving asset quality through redevelopment initiatives that meet the company's return thresholds•Successful implementation of our joint venture programJessica 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 risktolerance•Develop legal and property risk management personnel & improve efficiencies•Management of outside counsel relative to cost and effectivenessWith respect to the 2020 subjective2023 individual performance criteria, the Compensation Committee analyzed the performance of the Named Executive Officers as compared to the subjectiveindividual performance criteria discussed above. The Compensation Committee determined that Messrs. Sebra, Ender and Delozier and Ms. NormanEnder achieved the specified individual performance criteria established for 20202023 in a manner that the Compensation Committee found to be above-average particularly in light of the unique and unprecedented challenges stemming from the COVID-19 pandemic.above-average. 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.criteria. Accordingly, the Compensation Committee determined that the cash bonus payouts to Messrs. Sebra, Ender and Delozier and Ms. NormanEnder with respect to their 2020 subjective2023 individual performance2024 Proxy Statement | 46 elements should be at the maximum level. With respect to Mr. Ender, in light of his midyear separation and in accordance with the terms of his employment agreement, Mr. Ender's 2023 cash bonus was pro-rated to reflect the portion of 2023 actually worked by him (i.e., 33%). With respect to Mr. Schaeffer, the full Board (other than Mr. Schaeffer) conducted an evaluation of Mr. Schaeffer based on the above criteria and, based on a 5-point scale, with 5 being the highest, assigned Mr. Schaeffer a composite score of 4.5, which further supported4.6. Accordingly, the Compensation Committee’s decisionCommittee decided to payoutpay the subjectiveindividual performance element of hisMr. Schaeffer's cash bonus at the maximum level for 2020.CASH BONUS OUTCOMESBased on the combined objective and subjectiveindividual performance results discussed above, the Compensation Committee awarded the Named Executive Officers cash bonuses equivalent to the relevant percentage of base salary, based on the achievement of each performance metric relative to the target for such performance metric. The 20202023 cash bonus payout for each of the Named Executive Officers was as follows:2023 Cash Bonus Award 2023 Cash Bonus Award Payout ($) Executive Executive Target Objective/Formulaic Individual Performance Combined % of Target Scott F. Schaeffer $ 1,253,000 $ $ 1,018,483 $ $ 437,500 $ $ 1,455,983 116 116 % James J. Sebra $ 475,000 $ $ 397,219 $ $ 178,125 $ $ 575,344 121 121 % Jason R. Delozier $ 320,000 $ $ 267,600 $ $ 120,000 $ $ 387,600 121 121 % Farrell M. Ender (1) Farrell M. Ender (1) $ 150,000 $ 125,438 $ 56,250 $ 181,688 121 % Jessica K. Norman (2) Jessica K. Norman (2) $ 385,000 $ — $ — $ — — % Michele Weisbaum (3) Michele Weisbaum (3) $ 120,000 $ — $ 120,000 $ — — % 2020(1)Mr. Ender resigned from employment with Good Reason, effective May 1, 2023, and his 2023 cash bonus was pro-rated to reflect the portion of the year actually worked by him.(2)Ms. Norman voluntarily resigned from employment , effective September 1, 2023, and was therefore not eligible for a 2023 cash bonus.(3)As noted above, Ms. Weisbaum received a pro-rata cash bonus for 2023 at her target level.PERFORMANCE SHARE UNITS (PSUS)PSUs account for 75% of the overall target equity to ensure that a meaningful portion of the total equity opportunity is tied to the achievement of performance objectives. PSUs are awarded based on the following criteria:Goal-Range Goal-Range20202023 WeightingThreshold
(0%50% of Target)Maximum
(150% of Target)30th30th percentile50th50th percentileStrategic ObjectivesRelative 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 constituentsother constituent members of the FTSE NAREIT Apartment Index over the performance period,2021 Proxy Statement | 40for all constituents that are included in that index over the full performance period.Subjective2024 Proxy Statement | 47 Individual Performance Criteria. The subjective bonus awardindividual performance portion of the 20202023 PSUs will be based on the Compensation Committee’s subjective evaluation of the Named Executive Officer’s performance 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 shareholderstockholder value.Vesting. 50% of PSUs earned will vest on each ofwhen the Compensation Committee confirms performance after the 3-year performance period ended December 31, 20222025 and 50% will vest on December 31, 2023,2026, 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 20202023 PSU Awards.”Dividends and Voting. No dividend equivalents will be paid while the 20202023 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.relate (or forfeited if the applicable time-vesting criterion is not satisfied). PSUs do not have any voting rights.RESTRICTED STOCK UNITS (RSUS)Time-based RSUs account for the remaining 25% of the 20202023 equity awards. In each case, these RSUs will vestare generally subject to vesting at a rate of 25% per year,year. Dividend equivalents will be accrued with respect to 2023 RSU awards and paid upon delivery of the shares to which they relate (or forfeited if the applicable time-vesting criterion is not satisfied). RSUs do not have any voting rights.NUMBER OF PSUs AND RSUsThe sizes of the 2023 equity awards were determined by the Compensation Committee based on the following intended individual award values:Performance-Based Award Executive Total Target Award Time Based Award Threshold Target Maximum Scott F. Schaeffer $ 2,732,598 $ 683,150 $ 1,024,724 $ 2,049,449 $ 3,074,173 James J. Sebra $ 1,000,000 $ 250,000 $ 375,000 $ 750,000 $ 1,125,000 Jason R. Delozier $ 207,092 $ 51,773 $ 77,660 $ 155,319 $ 232,979 Farrell M. Ender $ 918,750 $ 229,688 $ 344,531 $ 689,063 $ 1,033,594 Jessica K. Norman $ 414,062 $ 103,516 $ 155,273 $ 310,547 $ 465,820 The number of PSUs and RSUs awarded is set forth below and was determined by dividing the intended award value (at target, in the case of the PSUs) by $18.24, the volume weighted average of our closing stock price on the NYSE for the 20 trading days prior to February 7, 2023, the grant date. Please note that the grant date fair value shown in the Summary Compensation Table and the Grant of Plan Based Awards Table for these awards differ slightly from the amounts shown above due to differences in how the awards are measured for financial accounting purposes.Executive Number of 2023 RSUs Number of 2023 PSUs Scott F. Schaeffer 37,453 112,360 James J. Sebra 13,706 41,118 Jason R. Delozier 2,838 8,515 Farrell M. Ender 12,592 37,778 Jessica K. Norman 5,675 17,026 2024 Proxy Statement | 48 NEW HIRE AWARD TO MS. WEISBAUMWhile Ms. Weisbaum did not participate in the 2023 annual equity award described above, she did receive a restricted stock award upon the commencement of her employment with us in November 2023. In accordance with the terms of her offer letter agreement with us, Ms. Weisbaum was granted a number of restricted stock awards equal to $133,000 divided by the volume weighted average of our closing stock price on the NYSE for the 20 trading days prior to November 1, 2023. These restricted stock awards vest in three equal annual installments, on November 1, 2024, November 1, 2025 and November 1, 2026, subject in each case to her continued employment with us through the applicable vesting date. See below, under the heading “Michele Weisbaum Offer Letter,” for a description of Ms. Weisbaum’s offer letter.ADDITIONAL TERMS OF THE 2023 RSU AND PSU AWARDSThe 2023 RSUs are subject to accelerated vesting uponif a Named Executive Officer’s employment is terminated due to death, disability, termination without cause or resignation with good reason (which we refer to as a qualified termination) within one year following a change in control, 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 each provide for accelerated vesting of time-vested equity in the event of a termination without cause or resignation with good reason, and subject to the execution of a release of claims.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.The sizes of the 2020 equity awards were determined by the Compensation Committee based on the following intended individual award values:
Award
Award2021 Proxy Statement | 41The number of PSUs and RSUs awarded is set forth below and was determined by dividing the intended award value (at target, in the case of the PSUs) by $15.12, the volume weighted average of our closing stock price on the NYSE for the 20 trading days prior to March 2, 2020, the grant date. Please note that the grant date fair value shown in the Summary Compensation Table for these awards is less than the amounts shown above due to differences in how the awards are measured for financial accounting purposes.ADDITIONAL TERMS OF THE 2020 PSU AWARDS20202023 PSUs, then such performance period will be shortened to conclude at the end of the calendar quarter immediately preceding such qualified termination. The number of PSUs earned (if any) will then be determined based on actual performance during the shortened performance period and will be pro-rated to reflect the portion of the original three-year performance period actually worked by the executive. Such earned PSUs will not be subject to any additional time based vesting period. In the case of a qualified termination after the performance period is complete, but before the additional time-based vesting period is complete, any earned PSUs shall become vested as of the date of such qualified termination. The foregoing treatment upon a qualified termination is conditioned on the execution of a release of claims.In the event of a Named Executive Officer’s “retirement” (as defined below) prior to the conclusion of the three-year performance period, 20202023 PSUs will remain outstanding and be earned (or forfeited) based on actual performance during the full three-year performance period. In that case, any earned 20202023 PSUs will not be subject to further time-vesting requirements, but shares will not be deliverable in respect of those earned RSUsPSUs until the otherwise applicable time-vesting dates. Similarly, if a Named Executive Officer’s retirement occurs after the performance period, shares will be delivered in respect of earned 20202023 PSUs on the otherwise applicable time-vesting dates. The foregoing retirement treatment is conditioned on the Named Executive Officer (1) executing a release of claims, (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.“Retirement” is defined 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 equalsequaling at least 70. As of December 31, 2020,2023, Mr. Schaeffer was the only Named Executive Officer who satisfied the age and service requirements for retirement.2021 Proxy Statement | 42On February 18, 2021,26, 2024, the Compensation Committee and the Board determined that the performance share units granted to Messrs. Schaeffer, Sebra, and EnderDelozier in 20182021 with a performance period ending on December 31, 2020 vested2023 were earned at the maximum level (i.e., 150% of the target number of shares). 20182021 PSUs2024 Proxy Statement | 49 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%26% was at the 86th75th percentile of NAREIT Apartment Index (above(equal to the 75th percentile maximum goal)performance level). With consideration to the Company’s strong TSR outperformance,performance, the Committee determined that a similarmaximum payout was also appropriate for the subjective portion of the award.2024 Compensation DecisionsFor 2021,2024, our Compensation Committee made the following decisions summarized below regarding our compensation levels and programs:programs.all Named Executive Officers, other than the CEO, to align pay closer with competitive median, increase salary from 2020 levels as follows:No change was made to Mr. Schaeffer’s base salary for 2021.For all Named Executive Officers, 2021 cash bonus opportunities are unchanged as a percentage of base salary.For all Namedfollowing Executive Officers, to align pay closer withto the competitive median, increase targetbase salaries were increased from 2023 levels as follows: Executive Total 2023 Salary Total 2024 Salary Scott Schaeffer $ 700,000 $ 750,000 James J. Sebra $ 475,000 $ 515,000 Jason R. Delozier $ 320,000 $ 330,000 Michele Weisbaum $ 360,000 $ 375,000 •Long-term incentive design remained unchanged, with 25% of intended long-term incentive value allocated to time-vested RSUs and 75% allocated to PSUs, and with performance criteria applicable to PSUs remaining 70% based on 3-year relative TSR and 30% based on the Compensation Committee's subjective evaluation of individual performance. The resulting numbers of RSUs and PSUs granted at target were:from 2020 levels as follows:Executive Number of 2024 RSUs Number of 2024 PSUs Scott F. Schaeffer 45,573 136,721 James J. Sebra 16,677 50,033 Michele Weisbaum Michele Weisbaum 7,088 21,264 Jason R. Delozier 3,453 10,361 Implementing the Objectives of Our Compensation PoliciesOther important policies and other factors influencing our compensation decisions are described below.Stockholder Advisory VotesAt our 2020 annual meeting of stockholders, our stockholders who cast votes on this proposal recommended by a substantial majority of votes cast (98.2%) that we hold an advisory stockholder vote on the compensation of our Named Executive Officers every 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 20212026 annual stockholder meeting.We alsomost recently provided our stockholders an advisory vote on the Named Executive Officers’ compensation at our 20202023 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%96% of the votes cast approving of such resolution. The Compensation Committee believes that this vote is indicative of our stockholders’ support of our executive compensation program. The Compensation Committee will continue to consider stockholder feedback and the outcome of the Company’s say-on-pay votes when making future Named Executive Officer compensation decisions.20212024 Proxy Statement | 43Role of Chief Executive OfficerOfficer in Setting CompensationThe 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 forproposed amounts of 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 anythe Compensation CommitteeCommittee’s discussions relating to the final determination of his own compensation.Role of Compensation ConsultantOur Compensation Committee has the authority to engage independent advisors to assist it in carrying out its responsibilities. For fiscal 2020,2023, the Compensation Committee engagedcontinued to engage Semler Brossy Consulting Group (“Semler Brossy”) as its independent executive compensation consultant. Semler Brossy, who reports directly to the Compensation Committee and not to management, is independent from us, has not provided any services to us other than to the Compensation Committee and receives compensation from us only for services provided to the Compensation Committee. Our Compensation Committee assessed the independence of Semler Brossy pursuant to SEC rules and concluded that the work of Semler Brossy for the Compensation Committee has not raised any conflict of interest.Semler Brossy reviews and advises on all principal aspects of our executive compensation program. Its main responsibilities are as follows:The Compensation Committee typically asks Semler Brossy to attend its meetings, including executive sessions at which management is not present. Semler Brossy communicates regularly with the Chair of the Compensation Committee outside of committee meetings and also meets with management to gather information and review proposals.Peer GroupsThe below peer group was used for the purpose of setting 2023 compensation, and was consistent with the peer group used for setting 2022 compensation, other than the removal of American Campus Communities and Preferred Apartment Communities, Inc. (which had ceased to be reporting companies during 2022).•American Assets Trust, Inc.•American Homes 4 Rent2024 Proxy Statement | 51 •Apartment Income REIT Corp.•Camden Property Trust•Easterly Government Properties, Inc.•Elme Communities (formerly known as Washington Real Estate Investment Trust)•Equity Lifestyle Properties, Inc.•Rexford Industrial Realty, Inc.•STAG Industrial, Inc.•Terreno Realty Corporation•UDR, Inc.The Compensation Committee regularlyannually reviews compensation paid by our peer group. For 2020,2024, the Compensation Committee determinedmade no changes to maintain the same group as in 2019 (outlined below), save for the removal of TIER REIT due M&A activity.American Assets Trust2021 Proxy Statement | 44
our peer group.American Campus CommunitiesApartment Investment & Mgmt. Co.Bluerock Residential Growth REITCamden Property TrustCedar Realty TrustChatham Lodging TrustEasterly Government PropertiesInvestors Real Estate TrustRexford Industrial RealtySTAG IndustrialTerreno Realty Corp.UDRUrstadt Biddle PropertiesWashington REITAnti-Hedging Policy. Officers are prohibited from purchasing puts, calls, options or other derivative securities based on the Company’s securities under the Company’s Insider Trading Policy. The policy also prohibits hedging or monetization transactions, such as zero-cost collars and forward sale contracts and purchasing securities of the Company on margin, borrowing against any account in which the Company’s securities are held or otherwise pledging any securities of the Company. See also “Proposal 1 - Election of Directors - Anti-Hedging Policy” above.Stock Ownership Requirements. The Chief Executive Officer is required to hold common shares with a value equal to five times his annual base salary. All other executive officers are required to hold common shares with a value equal to three times their annual base salary. All executive officers are required to satisfy these stock ownership requirements six years after 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. All executive officers are in compliance with these stock ownership guidelines, as they have either met the minimum share ownership requirements or they have not yet reached the date by which such requirements must be satisfied.Employment Agreements. Each of the Named Executive Officers (other than Ms. Weisbaum) has an employment agreement with us. have customarily have similar agreements in place for their senior employees.The Named Executive Officer employment agreements also contain provisions that prohibit the executive from disclosing IRT’s confidential information and prohibits the executive from engaging in certain competitive activities or soliciting any of our employees or customers following termination of their employment with IRT. We believe that these provisions help ensure the long-term success of IRT.2021 Proxy Statement | 45officers, on our risk profile.officers. Based on this consideration, the Compensation Committee concluded that our compensation policies and2024 Proxy Statement | 52 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 Effect of Regulatory Requirements on our Executive CompensationIRC Sections 280G and 4999Limitations on Deductibility of Compensation. 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.In addition, IRC Section 162(m) limits a publicly held company’s tax deduction for compensation paid to a “covered employee” (including each of our Named Executive Officers) to $1 million per year.As a REIT, to the extent the deductibility of compensation we pay is limited by Section 162(m) or Section 280G, a larger portion of our distributions to stockholders may be subject to federal income tax as ordinary income. While the Compensation Committee reviews the tax treatment (including tax deductibility) of compensation among the factors it considers in establishing the design of our compensation arrangements and the levels of compensation paid to our Named Executive Officers, the Compensation Committee prioritizes the alignment of stockholder and management interests and the competitiveness of compensation over tax deductibility considerations.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 if2024 Proxy Statement | 53 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, and all remedies available under our new Clawback Policy (as described above.above).2021 Proxy Statement | 46is intended to allowwhich was effective October 2, 2023, requires us to recover erroneously paid performance-based amounts from our executive officers if we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under applicable securities laws.Perquisites. None of our other Named Executive Officers received perquisites equal to or greater than $10,000 in 2020.2023. In general, we do not emphasize perquisites as part of the compensation packages we offer and seek to emphasize other elements.401(k) Plan. Our 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 any discretionary profit sharing contributions if any.we elect to make. We currently provide a cash match equal to each employee’s contributions to the extent the contributions do not exceed 4% of the employee’s eligible compensation (the IRS limit on eligible compensation for this purpose was $330,000 in 2023) and may provide additional discretionary matching contributions. Any matching contribution made by us pursuant to the IRT 401(k) plan vests immediately. Our Named Executive Officers participate in this plan on the same basis as other eligibleemployees.Compensation Committee ReportThe 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 20202023 and in our 20212024 proxy statement. This report is provided by the following independent directors who comprise the Compensation Committee:DeForest B. Soaries, Jr., D. Min, ChairMelinda H. McClureMackNed W. BrinesRichard D. Pridgen IIIGebertCompensation Committee Interlocks and Insider ParticipationNo 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 directorsBoard or Compensation Committee of any company that has an executive officer serving as a member of our Board.2024 Proxy Statement | 54 Named Executive Officer CompensationWe provide below summary information about compensation for the fiscal year ended December 31, 2020 for the following persons, who we refer to as the Named Executive Officers:Our Chief Executive Officer: Scott F.Schaeffer;Our Chief Financial Officer: James J.Sebra;Our President: Farrell M.Ender;Our Executive Vice President and General Counsel:Jessica K. Norman; andOur Chief Accounting Officer: Jason R.Delozier.There were no otherall our Named Executive Officers of IRT serving at the end ofduring the fiscal year ended December 31, 2020. As 2023:•Mr. Schaeffer, our Chair, President and Chief Executive Officer(1);•Mr. Sebra, our Chief Financial Officer and Treasurer;•Ms. Weisbaum, our General Counsel and Secretary(2);•Mr. Delozier, our Chief Accounting Officer;•Mr. Ender, our former President(3); and•Ms. Norman, our former Chief Legal Officer and Secretary(4).(1)Mr. Delozier became Named Executive Officers during 2019, no prior year comparable compensation information has been presented for 2018.Schaeffer was appointed to serve as President, effective May 1, 2023.(2)Ms. Weisbaum joined the Company as General Counsel and Secretary, effective November 1, 2023.(3)Mr. Ender resigned from employment with the Company, effective May 1, 2023.(4)Ms. Norman resigned from employment as the Company's Chief Legal Officer and Secretary, effective September 1, 2023.Summary Compensation TableName 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 and President) 2023 $ 700,000 $ 437,500 $ 2,677,345 $ 1,018,483 $ 13,200 $ 4,846,528 2022 $ 700,000 $ 437,500 $ 2,422,221 $ 1,284,544 $ 12,200 $ 4,856,465 2021 $ 700,000 $ 437,500 $ 2,112,055 $ 1,256,588 $ 11,400 $ 4,517,543 James J. Sebra (Chief Financial Officer) 2023 $ 475,000 $ 178,125 $ 979,773 $ 397,219 $ 13,200 $ 2,043,317 2022 $ 450,000 $ 168,750 $ 926,671 $ 493,594 $ 12,200 $ 2,051,215 2021 $ 425,000 $ 159,375 $ 845,414 $ 454,219 $ 11,400 $ 1,895,408 Jason R. Delozier (Chief Accounting Officer) 2023 $ 320,000 $ 120,000 $ 202,892 $ 267,600 $ 13,200 $ 923,692 2022 $ 300,000 $ 112,500 $ 191,869 $ 329,063 $ 12,200 $ 945,632 2021 $ 300,000 $ 136,875 $ 190,553 $ 176,344 $ 11,400 $ 815,172 Michele Weisbaum (5) (General Counsel) 2023 $ 120,000 $ 120,000 $ 126,931 $ — $ 2,200 $ 369,131 Farrell M. Ender (Former President) (6) 2023 $ 152,031 $ 56,250 $ 900,157 $ 125,438 $ 2,008,777 $ 3,242,652 2022 $ 450,000 $ 112,500 $ 851,379 $ 493,594 $ 12,200 $ 1,919,673 2021 $ 425,000 $ 159,375 $ 845,414 $ 454,219 $ 11,400 $ 1,895,408 Jessica K. Norman (Former Chief Legal Officer) 2023 $ 262,929 $ — $ 405,677 $ — $ 11,528 $ 680,135 2022 $ 370,000 $ 138,750 $ 383,677 $ 405,844 $ 12,200 $ 1,310,470 2021 $ 325,000 $ 121,875 $ 381,002 $ 347,344 $ 11,400 $ 1,186,621 20212024 Proxy Statement | 47
(1)Reflects the subjective component of the Named Executive Officer’s Cash Bonus Award or, in the case of Ms. Weisbaum, a pro-rata 2023 bonus at the target level.(1)Reflects the qualitative component of the Named Executive Officer’s Cash Bonus Award.
(2)We report all equity awards at their full grant date fair value in accordance with FASB ASC Topic 718, “Compensation-Stock Compensation.” For restricted stock unit awards, the fair value was calculated based on the NYSE market price for our common stock on the grant date for the award. For PSUs, the fair value on the date of grant was estimated using a Monte Carlo simulation model. See Note 7: “Equity Compensation Plans” within Item 8 of our Annual Report on Form 10-K for 2023 for further discussion including assumptions used when valuing equity awards. For 2023, amounts shown include the following grant date fair values:(2)We report all equity awards at their full grant date fair value in accordance with FASB ASC Topic 718, “Compensation-Stock Compensation.” For restricted stock 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 2020, amounts shown include the following grant date fair value amounts:$719,472 RSUs.$1,167,455$1,957,873 PSUs (at maximum performance PSUs would be $2,250,000)$3,237,653) and $458,584 restricted stock unit awards.$263,292 RSUs.$466,673$716,481 PSUs (at maximum performance PSUs would be $900,000)$1,184,815) and $183,431 restricted stock unit awards.$241,892 RSUs.$466,673$658,264 PSUs (at maximum performance PSUs would be $900,000)$1,088,554) and $183,431 restricted stock unit awards.$109,017 RSUs.$175,113$296,661 PSUs (at maximum performance PSUs would be $337,500)$490,585) and $68,781 restricted stock unit awards.$102,727$148,374 PSUs (at maximum performance PSUs would be $198,000)$245,350) and $40,348$54,518 RSUs.•Michele Weisbaum – $126,931 restricted stock unit awards.The amounts shown in this table may differ from the amounts discussed in the Compensation Discussion & Analysis, because SEC rules require awards to be reported in this table based on GAAP rules, whereas the Compensation Committee generally sizes awards based on the volume weighted average of our closing stock price for the 20 trading days immediately preceding the grant date.(3)Amount shown reflects the objective component of the Named Executive Officer’s Cash Bonus Award.(4)For executives other than Mr. Ender, amounts shown for 2023 reflect only IRT’s matching contribution to the Named Executive Officer’s 401(k) plan account.(5)Includes both base salary earned by Ms. Weisbaum during employment, as well as fees earned by her for consulting services provided to us during September and October 2023.(6)The amount shown includes (i) cash severance payments totaling $1,967,292; and (ii) $34,128, representing the estimated value of 18 months of subsidized group health continuation coverage. In addition, this amount includes $7,357 in matching contributions to Mr. Ender's 401(k) plan account. Mr. Ender was also entitled to accelerated vesting of certain equity awards in connection with this separation. For a detailed description of Mr. Ender's severance entitlements, please see below under the heading "Farrell Ender Separation."(3)Amount shown reflects the quantitative component of the Named Executive Officer’s Cash Bonus Award.(4)Amounts shown for 2020 reflect IRT’s matching contribution to the Named Executive Officer���s 401(k) plan. As the initial grant date fair value of stock awards is not discounted for dividends expected to be paid, beginning in 2019, dividends accrued on unvested restricted stock awards have been excluded from All Other Compensation.20212024 Proxy Statement | 48Grants of Plan-BasedPlan-Based Awards in 2020The following table provides information about plan-based awards granted to the Named Executive Officers in 2020.2023.Name Grant Date Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) (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 2/7/2023 2/7/2023 2/7/2023 2/7/2023 2/7/2023 2/7/2023 2/7/2023 2/7/2023 Michele Weisbaum Jason R. Delozier Jason R. Delozier 2/7/2023 2/7/2023 2/7/2023 2/7/2023 Farrell M. Ender 2/7/2023 2/7/2023 2/7/2023 2/7/2023 Jessica K. Norman (5) 2/7/2023 2/7/2023 2/7/2023 2/7/2023 (1)These columns represent the potential value of the payout for each eligible officer if the threshold, target, or maximum goals are satisfied under the objective bonus components of the Annual Cash Bonus plan, as described above in the “Compensation Discussion and Analysis” section. The amounts actually earned by each eligible officer with respect to 2023 performance under the Annual Cash Bonus plan are reported in the Bonus (for the subjective component) and Non-Equity Incentive Plan Compensation (for the objective component) columns in the Summary Compensation Table above.(2)These columns represent the potential number of common shares that may be earned by each eligible officer if the threshold, target, or maximum goals are satisfied with respect to the 2023 PSUs. The actual number of common shares issued pursuant to the 2023 PSUs will be determined as of December 31, 2025, based on achievement of the performance criteria over the 2023-2025 performance period, and any shares then earned will vest 50% at such time and 50% on December 31, 2026, subject generally to the grantee’s continued service through those dates.(3)This column shows the number of restricted stock units granted in 2023 to the Named Executive Officers, except for Ms. Weisbaum who was granted restrict stock awards as a new hire in 2023. These restricted stock unit awards vest in four (or, in the case of Ms. Weisbaum's new hire restricted stock awards, three) equal annual installments on the anniversary of the grant date, subject generally to the grantee’s continued service through the applicable vesting date.(4)This column shows the full grant date fair value of stock awards under FASB ASC Topic 718 granted to the Named Executive Officers in 2023. Generally, the full grant date fair value is the amount that we expense in our financial statements over the award’s vesting schedule. These amounts reflect our accounting expense, and do not correspond to the actual value that will be realized by the Named Executive Officer.(5)Ms. Norman voluntarily resigned from employment with us September 1, 2023, and as a result forfeited all the awards described in this table (along with all her other awards that were unvested as of her resignation date).(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 2020 performance under the Annual Cash Bonus plan are reported in the Bonus (for the qualitative component) and Non-Equity Incentive Plan Compensation (for the quantitative component) columns in the Summary Compensation Table above.(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 2020 PSUs. The actual number of common shares issued pursuant to the 2020 PSUs will be determined as of December 31, 2022 based on achievement of the performance criteria over the 2020-2022 performance period, and any shares then earned will vest 50% at such time and 50% on December 31, 2023, subject generally to the grantee’s continued service through that date.(3)This column shows the number of restricted stock units granted in 2020 to the Named Executive Officers. These restricted stock unit awards vest in four equal annual installments on the anniversary of the grant date, subject generally to the grantee’s continued service through the applicable vesting date.(4)This column shows the full grant date fair value of restricted common stock awards under FASB ASC Topic 718 granted to the Named Executive Officers in 2020. Generally, the full grant date fair value is the amount that we expense in our financial statements over the award’s vesting schedule. These amounts reflect our accounting expense, and do not correspond to the actual value that will be realized by the Named Executive Officers. The full grant date fair value of the restricted common stock was the closing price of shares of our common stock on the grant date multiplied by the number of restricted common stock awards.20212024 Proxy Statement | 49Pursuant 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 2020 for Mr. Schaeffer, our CEO, was $3,495,195, as reported under the above Summary Compensation Table. Our median employee’s total compensation for 2020 was $51,401. As a result, we estimate that Mr. Schaeffer’s 2020 total compensation was approximately 68 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 2020 total compensation, consisting of salaries, wages, bonuses, and equity awards for all individuals who were employed by the Company on December 31, 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 2020 calendar year.Outstanding Equity Awards at 20202023 Fiscal Year-EndThe following table provides information on the holdings of outstanding equity awards by the Named Executive Officers at December 31, 2020.2023. These awards are comprised of PSUs RSUs and restricted common stock awards.RSUs. Each award is shown separately for each Named Executive Officer by grant date. In accordance with SEC rules, market values are shown based on the closing price of our common stock on December 29, 2023, the last trading day of 2023 ($15.30). Mr. Farrell and Ms. Norman are not listed in the table below because their stock awards were all either forfeited or vested prior to December 31, 2023.Stock Awards Stock Awards Name Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested Equity Incentive Plan Awards Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards, Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) 20,479 20,479 20,479 21,318 21,318 21,318 37,453 92,155 James J. Sebra James J. Sebra 8,198 8,198 8,198 8,156 8,156 8,156 13,706 36,888 Michele Weisbaum Michele Weisbaum Michele Weisbaum Jason R. Delozier Jason R. Delozier 1,849 1,849 1,849 1,689 2,838 8,315 8,315 8,315 (1)These RSUs vested on March 2, 2024.(2)One-half of these RSUs vested on March 1, 2024 and the remainder will vest on March 1, 2025.(3)One-third of these RSUs vested on March 1, 2024 and the remainder will vest in two equal annual installments on March 1, 2025, and March 1, 2026.(4)One-fourth of these RSUs vested on March 1, 2024 and the remainder will vest in three equal annual installments on March 1, 2025, March 1, 2026, and March 1, 2027.(5)As of December 31, 2023, 2021 PSU awards were earned at 150% of target. These units constitute 50% of the earned 2021 PSUs, which generally remain subject to service-based vesting until December 31, 2024. The other 50% of the earned 2021 PSUs were distributable immediately following the end of the performance period and included in the “Options Exercised and Stock Vested in 2023” table below.(6)These units represent the 2022 PSU awards, which may be earned over a three-year performance period ending December 31, 2024, with 50% of any earned units vesting at the end of that three-year period and(1)These restricted common stock awards vest on February 28, 2021.(2)For Messrs. Schaeffer, Sebra, and Ender, these restricted common stock awards vest in two equal annual installments on February 23, 2021 and February 23, 2022. For Ms. Norman and Mr. Delozier, these restricted common stock awards vest on February 8, 2021.(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 stock unit awards vest in four equal annual installments on March 15, 2021, March 15, 2022, March 15, 2023, and March 15, 2024.(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 were distributable immediately following the end of the performance period and included in the “Options Exercised and Stock Vested in 2020” table below.(6)These units represent the 2019 PSU awards, which may be earned over a three-year performance period ending December 31, 2021, with 50% of any earned units vesting at the end of that three-year period and20212024 Proxy Statement | 51the 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 until December 31, 2023. The number and value of units shown assumes performance at the target level.the remaining 50% generally subject to service-based vesting until December 31, 2025. The number and value of units shown assumes performance at the max level in accordance with SEC rules. The actual number of units earned will depend on actual performance and range from 0%-150% of target.
(7)These units represent the 2023 PSU awards, which may be earned over a three-year performance period ending December 31, 2025, with 50% of any earned units vesting at the end of that three-year period and the remaining 50% generally subject to service-based vesting until December 31, 2026. The number and value of units shown assumes performance at the target level in accordance with SEC rules. The actual number of units earned will depend on actual performance and range from 0%-150% of target.(8)Mr. Schaeffer is retirement eligible under the terms of these equity awards. Accordingly, if he provides at least six months’ advance notice of termination and executes a release and additional non-compete agreement at the time of his retirement, these awards will not be forfeited even if he retires prior to the otherwise applicable vesting date. (8)Mr. Schaeffer is retirement eligible under the terms of these equity awards. Accordingly, if he provides at least six months’ advance notice of termination and executes a release and additional non-compete agreement at the time of his retirement, these awards will not be forfeited even if he retires prior to the otherwise applicable vesting date.(9)Mr. Schaeffer is retirement eligible under the terms of these awards. Accordingly, if he provides at least six months’ advance notice of termination and executes a release and additional non-compete agreement at the time of his retirement: (i) any PSUs subject to an open performance period will remain outstanding and be earned (or forfeited) based on actual performance during the full three-year performance period, and (ii) any additional service requirements that would otherwise apply following the end of the performance period will be waived.(10)These restricted stock awards vest in three equal installments on November 1, 2024, November 1, 2025, and November 1, 2026.Option Exercises and Stock Vested in 2020The following table provides information on the number of shares acquired by the Named Executive Officers upon the vesting of stock awards, along with the value of such awards at the time of vesting, before payment of any applicable withholding taxes. Stock Awards Name Number of Shares Acquired on Vesting (#) Value Realized on Vesting ($) Jason R. Delozier Jason R. Delozier Jason R. Delozier Farrell M. Ender (1) (1)Mr. Ender resigned with Good Reason from employment as the Company's President, effective May 1, 2023. Mr. Ender's outstanding RSUs all vested in full and a pro-rata portion of his PSUs vested based on actual performance through the last calendar quarter ending prior to his resignation date. For a detailed description of Mr. Ender's severance entitlements, please see below under the heading "Farrell Ender Separation".20212024 Proxy Statement | 52Potential Payments on Termination orChange-In-ControlWe have entered into employment agreements with all of our Named Executive Officers.Officers except Ms. Weisbaum. These agreements provide for payments and other benefits if a Named Executive Officer’s employment with us is terminatedceases under circumstances specified in his or her respective agreement, including in connection with a “change in control” (as defined in the agreement). A Named Executive Officer’s rights upon the terminationcessation of his or her employment will depend upon the circumstances of the termination. Under SEC rules, the amounts shown below are calculated as of December 31, 20202023, based on facts (e.g., stock price, base salaries, awards outstanding, etc.) then existing.(1)Under each Named Executive Officer employment agreement, we may terminate a Named Executive Officer’s employment at any time without cause upon not less than sixty days’ prior written notice to the Named Executive Officer. In addition, the Named Executive Officer may initiate a termination of employment by resigning for good reason. The Named Executive Officer must give us not less than sixty days’ prior written notice of such resignation. In addition, we may initiate a termination of employment by sending a notice of non-renewal of the applicable employment agreement to the Named Executive Officer, as described above. If the Named Executive Officer does not deliver the release described in each Named Executive Officer employment agreement and described below in these circumstances, we refer to the termination as a no-release termination. Upon any no-release termination, the Named Executive Officer is entitled to receive only the amount due to the Named Executive Officer under our then current severance pay plan for employees, if any. We currently have no severance pay plan in place for employees. No other payments or benefits will be due to the Named Executive Officer under his employment agreement other than (i) the Named Executive Officer’s base salary due through his date of termination, (ii) any earned but unpaid annual bonus for the year preceding the fiscal year of termination, (iii) any amounts owing to the Named Executive Officer for reimbursement of expenses properly incurred by the Named Executive Officer prior to his date of termination; and (iv) any benefits accrued and earned in accordance with the terms and conditions of any of our applicable benefit plans and programs in which the Named Executive Officer participated prior to his termination of employment. We refer to these collectively as the accrued benefits.Named Executive Termination without cause, resignation for good reason or notice by IRT of non-renewal with release (1) Voluntary Termination (2) Disability (3) Death (4) Termination for cause (5) Termination without cause, resignation for good reason or notice by IRT of non-renewal after Change in Control with release (6) Scott F. Schaeffer $ 11,688,299 $ 6,425,085 $ 7,678,085 $ 7,678,085 $ — $ 13,431,327 James J. Sebra $ 4,002,049 $ — $ 2,258,733 $ 2,258,733 $ — $ 4,002,049 Michele Weisbaum(7) $ — $ — $ 154,622 $ 154,622 $ — $ 154,622 Jason R. Delozier $ 1,468,014 $ — $ 702,695 $ 702,695 $ — $ 1,468,014 (1)Under the employment agreements of Mr. Schaeffer, Sebra, and Delozier, we may terminate a Named Executive Officer’s employment at any time without cause upon not less than sixty days’ prior written notice to the Named Executive Officer. In addition, the Named Executive Officer may initiate a termination of employment by resigning for good reason. The Named Executive Officer must give us not less than sixty days’ prior written notice of such resignation. In addition, we may initiate a termination of employment by sending a notice of non-renewal of the applicable employment agreement to the Named Executive Officer, as described above. If the Named Executive Officer does not deliver the release described in his or her employment agreement, we refer to the termination as a no-release termination. Upon any no-release termination, the Named Executive Officer is entitled to receive only the amount due to the Named Executive Officer under our then current severance pay plan for employees, if any. We currently have no severance pay plan in place for employees. No other payments or benefits will be due to the Named Executive Officer under his employment agreement other than (i) the Named Executive Officer’s base salary due through his date of termination, (ii) any earned but unpaid annual bonus for the year preceding the fiscal year of termination, (iii) any amounts owing to the Named Executive Officer for reimbursement of expenses properly incurred by the Named Executive Officer prior to his date of termination; and (iv) any benefits accrued and earned in accordance with the terms and conditions of any of our applicable benefit plans and programs in which the Named Executive Officer participated prior to his termination of employment. We refer to these collectively as the accrued benefits.Each Named Executive Officer employment agreement defines “good reason” as, without the Named Executive Officer’s consent, any of the following events occurring:we•a material and willful breach of the Named Executive OfficerOfficer's employmentagreement.•
a significant adverse alteration in the nature or status of his authority, duties or responsibilities (and2021 Proxy Statement | 53his 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. Sebra’s, Mr. Ender’s, Mr. Delozier’s and Ms. Norman’s respective employment agreements also define “good reason” as a significant adverse alteration in the nature or status of hisauthority, duties orresponsibilities.2024 Proxy Statement | 60 serve as Chair will not be deemed to be such an alteration so long as (i) Mr. Schaeffer continues to have his duties assigned to him by the Board and (ii) no executive officers or our other employees have their duties assigned to them by the Chair.•Mr. Sebra’s and Mr. Delozier’s respective employment agreements also define “good reason” to include a significant adverse alteration in the nature or status of his or her authority, duties or responsibilities.If a termination occurs indue to a termination by IRT without cause, resignation by the circumstances described aboveNamed Executive Officer with good reason or non-renewal by IRT and the Named Executive Officer executes and does not revoke a release described in each Named Executive Officer employment agreement,of claims against IRT and its affiliates, the Named Executive Officer is entitled to receive the following:and Mr. Ender’s employment agreements,agreement, the defined multiplier is 2x. In Mr. Delozier’s and Ms. Norman’s employment agreements,agreement, the defined multiplier is 1.5x.20182021 PSUs based on actual performance and the pro-rata vesting of 20192022 and 20202023 PSUs assuming target performance.(2)In this case, no further payments (other than the accrued benefits) will be due under the Named Executive Officer employment agreement, except that the Named Executive Officer will be entitled to receive his accrued benefits. However, under the PSU and RSU award agreements, an executive who has attained age 55 and completed at least 15 years of service, provided at least six months' advance notice of retirement, executed a release and executed an additional non-compete agreement at the time of his or her retirement, will receive special treatment of his or her PSU and RSU awards upon such retirement. Upon retirement of a grantee who has satisfied these conditions, outstanding RSUs will vest and outstanding PSUs will remain outstanding and vest based on actual performance through the end of the performance period. In addition, otherwise applicable service-based vesting conditions will not apply to earned PSUs. Mr. Schaeffer has satisfied the age and service conditions for retirement, so the amount shown in this column for him reflects the above-described treatment for his equity awards. The amounts(2)In this case, no further payments (other than the accrued benefits) will be due under the Named Executive Officer employment agreement, except that the Named Executive Officer will be entitled to receive his accrued benefits. However, under the PSU and 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 (on a pro-rata basis, with respect to 2019 PSUs, and without pro-ration, with respect to 2020 PSUs) based on actual performance through the end of the performance period. In addition, otherwise applicable service-based vesting conditions would not apply to 2020 RSUs and earned 2018 PSUs. Mr. Schaeffer is retirement eligible, so the amount shown in this column for him reflects the above-described treatment for his equity20212024 Proxy Statement | 54awards. 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:shown in the table above reflect actual performance in respect of 2021 PSUs and assume target performance with respect to the 2022 and 2023 PSUs.•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.
(4)Our employment agreements with Messrs. Schaeffer, Sebra, and Delozier provide that if the Named Executive Officer dies while employed by IRT, IRT will pay to the Named Executive Officer’s executor, legal representative, administrator or designated beneficiary, as applicable:(4)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:(5)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.
(5)Our employment agreements with Messrs. Schaeffer, Sebra, and Delozier provide that IRT may terminate the Named Executive Officer’s employment at any time for cause upon written notice to Named Executive Officer, in which event all payments under the Named Executive Officer employment agreement will cease, except the Named Executive Officer will be entitled to receive the accrued benefits.(6)If a termination without cause, a resignation with good reason or a non-renewal by IRT occurs within 18 months following a change-in-control, the Named Executive Officers will be entitled to the same payments and benefits as described above in footnote 1; provided that that in Mr. Schaeffer’s case, the severance multiplier described in the first bullet of that footnote 1 will be increased from 2.25x to 3x. For this purpose, “change in control” of IRT means the occurrence of any of the following:(6)If a termination without cause, a resignation with good reason or a non-renewal by IRT occurs within 18 months following a change-in-control, Messrs. Schaeffer, Sebra, and Delozier will be entitled to the same payments and benefits as described above in footnote 1; provided that in Mr. Schaeffer’s case, the severance multiplier described in the first bullet of that footnote 1 will be increased from 2.25x to 3x. For this purpose, “change in control” of IRT means the occurrence of any of the following:20212024 Proxy Statement | 55majority 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);combination (or, if the entity resulting from such business combination is then a subsidiary, the ultimate parent thereof);(7) Ms. Weisbaum's restricted stock award provides for immediate vesting of awards upon death, disability, or upon termination without cause after a Change in Control.Farrell Ender SeparationOn March 13, 2023, in anticipation of material changes to his duties, Mr. Ender resigned from employment as IRT’s President, effective May 1, 2023. Mr. Ender's resignation is a resignation with Good Reason and therefore entitled him to severance payments and benefits, in accordance with his employment and equity award agreements. His severance payments and benefits include (i) accelerated vesting of 31,590 time-based restricted stock units with a value of $527,553 (based on the closing price of IRT common stock on May 1, 2023 of $16.70), (ii) accelerated vesting of 29,753 earned but otherwise unvested 2020 PSUs with a value of $496,875 (based on the closing price of IRT common stock on May 1, 2023 of $16.70), (iii) cash severance payments totaling $1,967,292; and (iv) 18 months of subsidized group health continuation, with an estimated value of $34,128. In addition, Mr. Ender was entitled to vesting of his 2021, 2022, and 2023 performance-based restricted stock units, based on actual corporate performance through March 31, 2023 and pro-rated to reflect the portions of the performance periods actually worked by him. This resulted in the accelerated vesting of 69,707 PSUs, the value of which was $1,164,107 (based on the closing price of IRT common stock on May 1, 2023). Finally, Mr. Ender was entitled to a pro-rata annual bonus for 2023, based on actual performance in that year, which yielded a 2023 bonus payment to him of $181,688 (as detailed above under "Cash Bonus Outcomes"). As a condition of receiving these severance payments and benefits Mr. Ender executed a release of claims against us and our affiliates.Jessica Norman SeparationAs noted above, Ms. Norman resigned from employment, effective September 1, 2023. Because such resignation was voluntary and without Good Reason, Ms. Norman was not entitled to any separation payments or benefits in connection with her resignation.Michele Weisbaum Offer LetterAs noted above, we entered into an offer letter agreement with Ms. Weisbaum describing her initial terms of employment with us, effective November 1, 2023. In addition to describing her title and reporting relationship, the offer letter specifies her initial bonus salary of $360,000 and a target annual bonus opportunity equal to 100% of her base salary. However, for 2023, Ms. Weisbaum was entitled to an annual bonus equal to a pro-rata portion of her target bonus (with the pro-ration taking into account both her service as an employee and as a consultant during 2023). The offer letter also provides for the grant to Ms. Weisbaum of a number of restricted stock awards equal to $133,000 divided by the volume weighted average of our closing stock price on the NYSE for the 20 trading days immediately preceding the grant date. These restricted stock awards vest in three equal annual installments, on November 1, 2024, November 1, 2025 and November 1, 2026. The offer letter indicates that Ms. Weisbaum’s employment is “at-will” and does not include any severance entitlements. Finally, the offer letter requires Ms. Weisbaum to enter into our standard form of confidentiality, intellectual property and restrictive covenant agreement.CEO Pay RatioPursuant 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 2023 for Mr. Schaeffer, our CEO, was $4,846,528, as reported under the above Summary Compensation Table. Our median employee's total compensation for 2023 was$63,051. As a result, we estimate that Mr. Schaeffer’s 2023 annual total compensation was approximately 77 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 2023 W-2 wages for all individuals who were employed by the Company on December 31, 2023, 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 2023 calendar year.2024 Proxy Statement | 64 Pay versus PerformanceThe following table and charts provide information about the relationship between compensation actually paid to our NEOs, as computed in accordance with Item 402(v) of Regulation S-K, and the Company's financial performance as well as the relationship between the Company's TSR and the TSR of the Company's peer group. The calculations included herein do not necessarily reflect the Company's approach to aligning compensation with performance, which is detailed in CD&A above.(a) (b) (c) (d) (e) (f) (g) (h) (i) Year Summary Compensation Table Total for CEO Compensation Actually Paid to CEO1Average Summary Compensation Table Total for Non-CEO NEOs Average Compensation Actually Paid to Non-CEO NEOs2Value of Initial Fixed $100 Investment Based On: Net (Loss) Income (in millions)Core FFO per Share4TSR Peer Group3 TSR2023 $ 4,846,528 $ 2,913,725 $ 1,441,139 $ 833,804 $ 124.15 $ 97.85 $ (17.8) $ 1.15 2022 $ 4,856,465 $ 583,503 $ 1,754,644 $ 540,222 $ 130.87 $ 94.43 $ 120.7 $ 1.08 2021 $ 4,517,543 $ 15,562,928 $ 1,448,152 $ 4,047,439 $ 190.70 $ 135.61 $ 45.5 $ 0.84 2020 $ 3,495,195 $ 5,384,680 $ 1,075,244 $ 1,446,639 $ 99.22 $ 84.73 $ 14.9 $ 0.73 (1)The dollar amounts reported represent the amount of Compensation Actually Paid ("CAP") to our Chief Executive Officer ("CEO"), Scott Schaeffer, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Schaeffer during the applicable year. To calculate CAP to Mr. Schaeffer, for each of the years shown, the following amounts were deducted from and added to Summary Compensation Table ("SCT") total compensation.CEO SCT Total to CAP Reconciliation:Year SCT Total Deductions from SCT Total (i) Additions to SCT Total (ii) CAP 2023 $ 4,846,528 $ 2,677,345 $ 744,542 $ 2,913,725 2022 $ 4,856,465 $ 2,422,221 $ (1,850,741) $ 583,503 2021 $ 4,517,543 $ 2,112,055 $ 13,157,440 $ 15,562,928 2020 $ 3,495,195 $ 1,626,039 $ 3,515,524 $ 5,384,680 (i)Represents the grant date fair value of equity-based awards granted each year, as shown in the Stock Awards column of the Summary Compensation Table.(ii)Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The equity component of CAP is further detailed in the supplemental table below.CEO Equity Component of CAP:Year Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested as of Year End Year over Year Change in Fair Value of Equity Awards Granted in Prior Years and Outstanding and Unvested as of Year End Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year Fair Value at the End of the Prior Year of Equity Awards that were Forfeited in the Year Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation Total
Equity
Award
Adjustments2023 $ 2,175,096 $ (972,622) $ — $ (572,354) $ — $ 114,422 $ 744,542 2022 $ 1,877,486 $ (2,293,050) $ — $ (1,567,536) $ — $ 132,359 $ (1,850,741) 2021 $ 4,605,017 $ 4,617,483 $ — $ 3,835,525 $ — $ 99,416 $ 13,157,440 2020 $ 1,851,651 $ 838,857 $ — $ 781,179 $ — $ 43,837 $ 3,515,524 2024 Proxy Statement | 65 (2)The dollar amounts reported in column (e) represent the average amount of CAP to the non-CEO named executive officers (“Non-CEO NEOs”) as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-CEO NEOs during the applicable year. The Non-CEO NEOs reflected in columns (d) and (e) consist of the following individuals for each of 2020 - 2023: James Sebra, Farrell Ender, Jessica Norman and Jason Delozier. In addition, Ella Neyland is included as a Non-CEO NEO for 2022 only and Ms. Weisbaum is included as a Non-CEO NEO for 2023 only. To calculate CAP to our Non-CEO NEOs for each of the years shown, the following amounts were deducted from and added to SCT total compensation.Average Non-CEO NEOs SCT Total to CAP Reconciliation:Year SCT Total Deductions from SCT Total (i) Additions to SCT Total (ii) CAP 2023 $ 1,441,139 $ 524,439 $ (82,896) $ 833,804 2022 $ 1,754,644 $ 640,995 $ (573,427) $ 540,222 2021 $ 1,448,152 $ 565,596 $ 3,164,883 $ 4,047,439 2020 $ 1,075,244 $ 421,944 $ 793,340 $ 1,446,639 (i)Represents the grant date fair value of equity-based awards granted each year, as shown in the Stock Awards column of the Summary Compensation Table.(ii)Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The equity component of CAP is further detailed in the supplemental table below.Average Non-CEO NEOs Equity Component of CAP:Year Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested as of Year End Year over Year Change in Fair Value of Equity Awards Granted in Prior Years and Outstanding and Unvested as of Year End Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year Fair Value at the End of the Prior Year of Equity Awards that were Forfeited in the Year Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation Total
Equity
Award
Adjustments2023 $ 210,148 $ (52,460) $ 51,375 $ (52,810) $ (259,847) $ 20,698 $ (82,896) 2022 $ 364,859 $ (602,627) $ 47,631 $ (406,188) $ — $ 22,897 $ (573,427) 2021 $ 1,233,196 $ 1,286,754 $ — $ 620,191 $ — $ 24,742 $ 3,164,883 2020 $ 480,498 $ 154,697 $ — $ 145,053 $ — $ 13,092 $ 793,340 (3)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the constituent members of the FTSE NAREIT Apartment Index, which we use to determine our relative TSR performance for the objective component of our annual PSU awards.(4)We believe this non-GAAP financial measure is an additional appropriate measure of our operating performance. Please see Appendix A to this Proxy Statement for a discussion of CFFO, a non-GAAP financial measure, and a reconciliation to net income (loss), the most directly comparable GAAP financial measure.2024 Proxy Statement | 66 Financial Performance MeasuresThe following unranked list provides the financial performance measures that are the most important measures used to link executive compensation actually paid for fiscal year 2023 to company performance. The measures in this table are not ranked. Please see Appendix A to this Proxy Statement for a discussion of the non-GAAP financial measures listed below, and a reconciliation to the most directly comparable GAAP financial measures.•CFFO per Share•Operating Margin•G&A % of Revenue•Relative TSR•Net Debt to Adjusted EBITDA•Same-Store NOI GrowthTable 1 below graphs the dollar changes in CAP to our CEO, average CAP to our NON-CEO NEOs ("Executive Pay") and our net income for the four-year period ending December 31, 2023.
2024 Proxy Statement | 67 Table 2 below graphs the dollar changes in Executive Pay, and our CFFO per share for the four-year period ending December 31, 2023.
Table 3 below graphs the dollar changes in our Executive Pay, our TSR, and our peer group TSR for the four-year period ending December 31, 2023.
2024 Proxy Statement | 68 Director CompensationOur 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 2020,For 2023, our non-management directors received the following compensation for their service as directors:45,00080,000 cash; andstock, based on the volume weighted average of our closing stock price on the NYSE for the 20 trading days prior to the grant date;75,00090,000 worth of IRT stock;$20,000$25,000 cashand Chair;Chair•$5,000 cash for the Finance & Investment Committee; and•Committee member (other than the Chair) retainers per year of:andmembers.•$5,000 cash for the Finance & Investment Committee; and•$5,000 cash for the Risk Committee.Our directors are also reimbursed for their out-of-pocket expenses in attending Board and committee meetings and up to $3,500 annually for education activities.The following table sets forth information regarding the compensation paid or accruedearned during 2023 by IRT during 2020 to each of our non-management directors:Name Fees Earned or Paid in Cash ($) Stock Awards ($) (1)Total ($) Stephen R. Bowie Ned W. Brines Richard D. Gebert Thomas H. Purcell Ana Marie del Rio Lisa Washington (1)On May 10, 2023, each non-management director then in service received 5,510 shares of our common stock. These awards vested immediately. The value in this column differs slightly from the $90,000 amount shown in the summary of Director Compensation above because, in accordance with SEC rules, the value in this column is based on the closing price of our common stock on the grant date ($17.16),(1)On May 13, 2020, our Compensation Committee made the annual stock grant to non-management directors aggregating 39,685 shares (7,937 shares per director) valued at $9.00 per share as computed in accordance with FASB ASC Topic 718 based upon the grant date closing price of a share of our common stock on the NYSE. These awards vested immediately.20212024 Proxy Statement | 56whereas the $90,000 amount in the summary of Director Compensation is based on the volume weighted average of the closing price of our common stock for the 20 trading days prior to the grant date ($16.33).For 2021,2024, after considering the levels of non-employee director compensation at our peer companies and consulting with theirits independent compensation consultant, our Compensation Committee has elected to maintain the same non-employee director compensation structure summarized above.Equity Compensation Plan InformationThe following table sets forth certain information regarding IRT’s equity As such, non-employee director compensation plans as of December 31, 2020.(1)Includes PSUs and RSUs which remained subject to forfeiture at December 31, 2020. The weighted average exercise price in column (b) does not take the PSUs and RSUs into account, as they do not have an exercise price. The number of PSUs reflects the maximum number of shares to be awarded if the maximum performance criteria are achieved. Excludes 339,468 restricted common stock awards that remained subject to forfeiture at December 31, 2020 because they do not constitute outstanding options, warrants and rights.PROPOSAL 3: Advisory Vote on Executive CompensationThe 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 statementProxy 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 shareholderstockholder 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 20202023 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.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 executive2021 Proxy Statement | 57proxy statement.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 20212024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 20202023 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.Board. 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,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 statementProxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission.2021 Proxy Statement | 58CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONSOur 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,2024 Proxy Statement | 70 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 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.Stockholder Proposals Submitted Pursuant to Rule 14a-8To be considered for inclusion in our proxy statement and form of proxy for our 20222025 annual meeting of stockholders pursuant to Rule 14a-8 of the Exchange Act, and acted upon at the 20222025 annual meeting, stockholder proposals must be submitted in writing to the attention of our Secretary at our principal office, no later than December 1, 2021.November 21, 2024. 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 20222025 annual meeting if such proposals are not in compliance with applicable requirements of the Exchange Act.Director Nominations and Stockholder Proposals Not Submitted Pursuant to Rule 14a-8Our 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 November 1, 2021October 22, 2024 and no later than the close of business on December 1, 2021. November 21, 2024. However, in the event the 2022 annual meetingAnnual Meeting is scheduled to be held on a date before April 12, 2022,15, 2025, or after June 11, 2022,14, 2025, 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).As provided in our Bylaws, any notice provided by a stockholder advising that the stockholder intends to solicit proxies in support of director nominees other than our nominees must set forth the information required by SEC Rule 14a-19, the SEC's universal proxy rules, and comply with the requirements of these rules.General RequirementsEach 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 | 592024 Proxy Statement | 71 Discretionary Authority Pursuant to Rule 14a-4(c) of the Exchange ActIf a stockholder who wishes to present a proposal before the 20222025 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 20222025 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.Director RecommendationsA 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 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-KOur 20202023 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, 2020,2023, was made available to stockholders of record as of March 25, 2021.15, 2024. Stockholders of record as of March 25, 2021,15, 2024, and beneficial owners of our common stock on that date, may obtain from us, without charge, a copy of our 20202023 annual report to stockholders and our most recent Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC by a request to us in writing. Such requests may be made by writing to our Secretary, Jessica K. Norman,Shelle Weisbaum, at 1835 Market Street, Suite 2601, Philadelphia, Pennsylvania 19103 or by calling Ms. NormanWeisbaum at (267) 270-4800.270-4820. Beneficial owners must include in their written requests a good faith representation that they were beneficial owners of our common stock on March 25, 2021.15, 2024. 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, 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.Proxy Statement.20212024 Proxy Statement | 60DEFINITIONS AND RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES TO GAAP MEASURESFunds From Operations (“FFO”) and Core Funds From Operations (“CFFO”)IRT believes that FFO and CFFO, each of which is a non-GAAP financial measure, are additional appropriate measures of the operating performance of a REIT and IRT 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 lossesloss on impairment (gains) on sales of real estate and the cumulative effect of changes in accounting principles.CFFO is a computation made by analysts and investors to measure a real estate company’s operating performance by removing the effect of items that do not reflect ongoing property operations, including stock compensation expense, depreciation and amortization of other items not included in FFO, amortization of deferred financing costs, and other non-cash or non-operating gains or losses related to items such as casualty (gains) losses, abandoned deal costs, loan premium accretion and discount amortization, debt extinguishment costs, merger and integration costs and restructuring costs from the determination of FFO.IRT’s calculation of CFFO differsmay differ 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 believes they are also useful to investors, because they facilitate an understanding of IRT’s operating performance after adjustment for certain non-cash or non-operatingnon-recurring 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 provide investors with additional useful measures 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’sIRT's operating performance or as an alternative to cash flow from operating, investing, and financing activities as a measure of IRT’sIRT's liquidity.A-1Set forth below is a reconciliation of net income (loss) to FFO and Core FFOCFFO for the years ended December 31, 2020, 2019,2023, 2022, and 20182021 (in thousands, except per share data). For the Year Ended December 31, 2023 For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Amount Per Share (1) Amount Per Share (1) Amount Per Share (1) Funds From Operations (FFO): Net (loss) income $ (17,807) $ (0.08) $ 120,659 $ 0.53 $ 45,529 $ 0.41 Adjustments: Real estate depreciation and amortization 217,716 0.94 251,545 1.10 76,487 0.70 Our share of real estate depreciation and
amortization from investments in
unconsolidated real estate entities2,115 0.01 2,320 0.01 — — Loss on impairment (gain on sale) of real
estate assets, net, excluding prepayment
(gains) losses68,447 0.30 (111,347) (0.49) (90,277) (0.82) FFO $ 270,471 $ 1.17 $ 263,177 $ 1.15 $ 31,739 $ 0.29 Core Funds From Operations (CFFO): FFO $ 270,471 $ 1.17 $ 263,177 $ 1.15 $ 31,739 $ 0.29 Adjustments: Other depreciation and amortization 1,252 0.01 1,304 0.01 423 — Casualty losses (gains), net 925 0.01 (8,866) (0.04) 359 — Loan (premium accretion) discount
amortization, net(10,899) (0.04) (11,005) (0.05) (501) — Prepayment (gains) losses on asset
dispositions(1,900) (0.01) (409) — 2,607 0.02 Loss on extinguishment of debt 124 — — — 10,261 0.09 Other expense (income) 743 — (2,298) (0.01) — — Merger and integration costs — — 5,505 0.02 47,063 0.44 Restructuring costs 3,213 0.01 — — — — CFFO $ 263,929 $ 1.15 $ 247,408 $ 1.08 $ 91,951 $ 0.84 (1)Based on 94,430,935, 90,680,212,230,364,184, 228,452,958, and 88,289,110109,418,810 weighted average shares and units outstanding for the years ended December 31, 2020, 2019,2023, 2022, and 2018,2021, respectively.Net Operating IncomeIRT 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, casualty related costs and gains, property management expenses, and general and administrative expenses. Other REITs may use different methodologies for calculating NOI, and accordingly, IRT’s NOI may not be comparable to other REITs. IRT believes that this measure provides an operating perspective not immediately apparent from GAAP operating income or net income insofar as the measure reflects only operating income and expense at the property level. IRT uses NOI to evaluate performance on a same storesame-store and non-same storenon 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 IRT’s financial performance.Same StoreA-2Same-Store Properties and Same StoreSame-Store PortfolioIRT reviews its same storesame-store portfolio at the beginning of each calendar year. Properties are added into the same storesame-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 storesame-store portfolio.same storesame-store net operating income to net (loss) income (loss) available to common shares for the years ended December 31, 20202023, and 20192022 (in thousands, except per unit data).Year Ended December 31, (a) 2023 2022 % change Revenue: Rental and other property revenue $ 589,749 $ 558,203 5.7 % Property Operating Expenses Real estate taxes 72,947 72,406 0.7 % Property insurance 14,647 11,683 25.4 % Personnel expenses 46,179 45,347 1.8 % Utilities 29,277 28,026 4.5 % Repairs and maintenance 20,545 18,484 11.2 % Contract services 21,612 18,998 13.8 % Advertising expenses 6,350 4,852 30.9 % Other expenses 6,652 6,891 (3.5 %) Total property operating expenses 218,209 206,687 5.6 % Net operating income $ 371,540 $ 351,516 5.7 % Combined same-store portfolio NOI Margin 63.0 % 63.0 % — % Average Occupancy 94.0 % 94.7 % (0.7 %) Average effective monthly rent, per unit $ 1,537 $ 1,445 6.4 % Reconciliation of Same-Store Portfolio NOI to Net (Loss) Income Same-store portfolio NOI (a) $ 371,540 $ 351,516 Non same-store portfolio NOI 43,971 43,623 Pre-Merger STAR Portfolio NOI — — Other revenue 1,142 1,111 Property management expenses (27,081) (24,033) General and administrative expenses (22,766) (26,260) Depreciation and amortization (218,968) (252,849) Casualty (losses) gains, net (925) 8,866 Interest expense (89,921) (86,955) (Loss on impairment) gain on sale of real estate assets, net (66,547) 111,756 Loss on extinguishment of debt (124) — Other (expense) income, net (427) 1,558 Loss from investments in unconsolidated real estate entities (4,488) (2,169) Merger and integration costs — (5,505) Restructuring costs (3,213) — Net (loss) income $ (17,807) $ 120,659 (a) Same storeSame-store portfolio for the years ended December 31, 20202023, and 20192022 includes 51106 properties, which represent 14,18931,829 units.A-3EBITDA and Adjusted EBITDAEach of EBITDA and Adjusted EBITDA is a non-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 (gains) losses, merger and abandoned dealintegration cost, income (loss) from investments in unconsolidated real estate entities and restructuring 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 certain other REITs and, accordingly, our Adjusted EBITDA may not be comparable to Adjusted EBITDA reported by other REITs.Net DebtNet debt,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 (loss) income to net debtNet Debt to adjustedAdjusted EBITDA (proforma)for the quarter ended December 31, 20202023 (in thousands).ADJUSTED EBITDA: (a)December 31,2023Net (loss) income Reflects pro forma$ (41,654) Add-Back (Deduct): Interest expense 23,537 Depreciation and amortization 55,902 Casualty losses (gains), net 59 Loss on impairment (gain on sale) of real estate assets, net 56,263 Loss on extinguishment of debt 124 Loss (gain) from investments in unconsolidated real estate entities 1,330 Other expense (income) 79 Adjusted EBITDA $ 95,640 Total debt $ 2,549,409 Less: cash and cash equivalents (22,852) Less: loan discounts and premiums, net (44,483) Total net debt $ 2,482,074 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.(a)6.7 x 
APPENDIX B ANNUALMEETING OF STOCKHOLDERS OF INDEPENDENCE REALTYTRUST, INC. May 12,2021 PROXY VOTING INSTRUCTIONS INTERNET -Access“www.voteproxy.com”andfollowtheon-screen instructions or scan the QR code withyour smartphone. Have your proxy cardavailablewhen you access the webpage. Vote online until11:59PMEDTthe daybefore the meeting. MAIL -Sign, date and mail your proxy card in the envelope provided as soon as possible. IN PERSON -You may vote your shares in person by attending theAnnual Meeting. GO GREEN -e-Consent makes it easy(a)Reflects net debt 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 onlineaccess. 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 alongperforatedline and mailin the envelope providedIF 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, DATEAND MAILYOUR PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INKAS SHOWN HERE x 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 BYTHE 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 ORADJOURNMENT THEREOF. 1. ELECTIONOFDIRECTORS FOR AGAINST ABSTAIN ScottF. Schaeffer William C. Dunkelberg RichardD. Gebert Melinda H.McClure MackD.PridgenIII DeForestB. Soaries, Jr. Lisa Washington 2. THE BOARD OF DIRECTORS RECOMMENDS: A VOTE FOR RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTEREDPUBLICACCOUNTINGFIRMFORTHEYEARENDINGDECEMBER 31, 2021. 3. THE BOARD OF DIRECTORS 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 OR ANY POSTPONEMENT(S) OR ADJOURNMENT(S)THEREOFINTHE DISCRETIONOFTHE PROXYHOLDER. Tochangethe addresson your account,please checkthe boxatrightand indicate your new address in the address space above. Please note that changestotheregisteredname(s)ontheaccountmaynotbesubmittedviathis method. Signature ofStockholder Date: Signature of Stockholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are heldjointly, eachholder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. Ifthe signerAdjusted EBITDA, which is acorporation,please sign full corporate name byduly authorized officer,givingfulltitle as such. If signer is apartnership, please sign in partnership name by authorizedperson. 
INDEPENDENCE REALTY TRUST, INC. 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 proxiesannualized for the undersigned, each withperiod presented, including adjustments for the power to appoint such proxy’s substitute,timing of acquisitions and hereby authorizes them, or eitherdispositions, impacting quarterly EBITDA.A-4Rent Premium on Value Add RenovationsThe rent premium reflects the per unit per month difference between the rental rate on the renovated unit excluding the impact of them, to vote allupfront concessions, if any, and the market rent for an unrenovated unit as of the sharesdate presented, as determined by management consistent with its customary rent-setting and evaluation procedures. We believe excluding the impact of Common Stock of Independence Realty Trust, Inc. ("IRT") held of recordbythe undersigned on March25, 2021 attheAnnualMeeting ofStockholders ofIRT,upfront concessions from our rental rates when comparing to be held at9:00A.M. on Wednesday, May 12, 2021 at 1835 Market Street, Suite 2601, Philadelphia, PA 19103,the market rental rates for unrenovated units makes the comparison most relevant and at any and all adjournments or postponements thereof as set forth on the reverse side hereof. The Board of Directorsresulting premium provides management with an indicator of the Company recommends that stockholders vote FORincreased rent generated by the electionunit renovation.Renovation Costs per UnitRenovation costs per unit includes all costs to renovate the interior units and make certain exterior renovations, including clubhouses and amenities. Interior costs per unit are based on units leased. Exterior costs per unit are based on total units at the community. Excludes overhead costs to support and manage the value add program as those costs relate to the entire program and cannot be allocated to individual projects.Return on Investment (“ROI”) on Value Add RenovationsROI is calculated using the Rent Premium per unit per month, multiplied by 12, divided by the interior renovation costs per unit or the total renovation costs, as applicable. We use ROI on value add renovation projects to measure the profitability of a renovation project relative to other projects or relative to other uses of our capital. The ROI of the Boardinterior renovation costs using rental premiums including the impact of Director nominees named; FOR the ratificationconcessions was 18.2% as of December 31, 2023. The ROI of the appointmenttotal renovation costs using rent premiums including the impact of KPMG LLPconcessions was 16.5% as the Company's independent registered public accounting firm for the year endingof 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 2023.A-5
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 DeForest B. Soaries, Jr. Lisa Washington 2. THEBOARDOFDIRECTORSRECOMMENDS:AVOTEFORRATIFICATIONOFTHEAPPOINTMENTOF KPMG LLPAS THE COMPANY’S INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2021. 3. THE BOARD OF DIRECTORS RECOMMENDS: A VOTE FOR THE ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION. 4. TO VOTE AND OTHERWISE 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 DISCRETION OF THE PROXY HOLDER. Pleasenotethatyoucannotusethisnoticetovotebymail. APPENDIX B
B-1
B-2
B-3
