Jay Paul Leupp
About Jay Paul Leupp
Independent director of Apartment Investment and Management Company (Aimco) since 2020; age 61. He chairs the Audit Committee, sits on the Investment Committee, and is designated by the Board as an “audit committee financial expert.” He is Co‑Founder, Managing Partner, and Senior Portfolio Manager (Real Estate Securities) at Terra Firma Asset Management; earlier roles include Managing Director/PM at Lazard Asset Management, Founder/CEO of Grubb & Ellis Alesco Global Advisors, and senior REIT equity research roles at RBC and Robertson Stephens. Education: BS, Business Administration (Santa Clara University); MBA (Harvard Business School); CPA (inactive) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Terra Firma Asset Management | Co‑Founder, Managing Partner, Senior Portfolio Manager (Real Estate Securities) | 2020–present | Co‑founded and leads real estate securities investing platform |
| Lazard Asset Management | Managing Director and Portfolio Manager/Analyst, Global Real Estate Securities | 2011–2020 | Led global REIT strategies |
| Grubb & Ellis Alesco Global Advisors | Founder, President & CEO; Senior PM for real estate mutual funds | 2007–2011 (sold to Lazard) | Founded and scaled real estate securities platform |
| RBC Capital Markets | Managing Director, Real Estate Equity Research | 2002–2006 | Sell‑side REIT equity research leadership |
| Robertson Stephens & Co. | Managing Director, Real Estate Equity Research | 1994–2002 | Sell‑side REIT equity research leadership |
| The Staubach Company | Vice President | 1991–1994 | Real estate advisory/operations |
| Trammell Crow Residential | Development Manager | 1989–1991 | Multifamily development |
| KPMG Peat Marwick | Senior Accountant (CPA) | 1985–1987 | Accounting/audit experience (CPA, inactive) |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Health Care Realty | Director | 2020–present | Public company directorship |
| Marathon Digital Holdings | Director | 2021–present | Public company directorship |
| G.W. Williams Company (private) | Board member | n/d | Private company board |
| Fisher Center for Real Estate (UC Berkeley) | Policy Board member | n/d | Industry policy board |
| Santa Clara University | Trustee Finance Committee member | n/d | University finance committee |
| AICPA | Member | n/d | Professional affiliation |
Board Governance
- Independence and tenure: Board affirmatively determined Leupp is independent; independent director since 2020 .
- Committee assignments and chair roles:
- Audit Committee: Chair; designated “audit committee financial expert” .
- Investment Committee: Member .
- Board activity and attendance:
- 2024 meetings: Board (5), Audit (5), Compensation (7), Nominating/ESG (4), Investment (4); no director attended fewer than 75% of the aggregate meetings of the Board and their committees; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors met in executive session four times in 2024 .
- Leadership/structure: Independent Chair of the Board (R. Dary Stone); separation of Chair and CEO roles; all standing committees comprised solely of independent directors .
- Overboarding policy: Directors generally limited to four or fewer boards and three or fewer audit committees; no Audit Committee member serves on more than two other public company audit committees .
Fixed Compensation (Director)
| Component | 2024 | 2025 |
|---|---|---|
| Annual director fee | $230,000 total; payable up to 50% in cash with remainder in stock; stock awarded 1/31/2024; grant value calculated at $7.43 close (5‑day avg $7.62) | $220,000 total; payable up to $75,000 in cash with remainder in stock; stock awarded 1/29/2025; NYSE close $9.02 |
| Chair retainers | Audit Chair $25,000; Comp Chair $15,000; Nominating/ESG Chair $14,000; Investment Chair $20,000; Board Chair $65,000 | Same as 2024 |
| Meeting fees | None | None |
| Leupp 2024 actual | Cash fees $25,000 (consistent with Audit Chair retainer); Stock awards $224,267; Total $249,267 | n/a (2025 in progress) |
Notes: Director equity is service‑based stock; no director meeting fees; director stock awards valued under FASB ASC 718 .
Performance Compensation (Director)
- Aimco does not use performance‑based pay for directors; director equity is service‑based. No performance metric table applies to director compensation .
Other Directorships & Interlocks
- Current public company boards: Health Care Realty; Marathon Digital Holdings .
- Interlocks: Company discloses no management interlocks; policy prohibits interlocking directorates with management of other companies .
Expertise & Qualifications
- Capital markets, investment, real estate and development expertise from three decades in REIT securities, development, and research; CPA (inactive) .
- Audit oversight: Board‑designated Audit Committee Financial Expert; chairs Audit Committee; Audit Committee held five meetings in 2024; responsibilities span financial reporting, ICFR, ERM, auditor oversight, IT/cyber and more .
- Education: BS (Santa Clara University); MBA (Harvard Business School) .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 157,292 shares (<0.5% of outstanding) |
| Ownership breakdown | 2,000 shares held directly; 155,279 shares held by a trust for his children (he and spouse are trustees); 13 shares held by Terra Firma Asset Management, LLC (Leupp is 65% managing member) |
| Hedging/pledging | None of the directors’ or NEOs’ securities in the table are subject to hedging or pledging; company prohibits hedging, and prohibits pledging for officers, directors and certain others |
| Director ownership guidelines | Non‑management directors must own ≥5× annual cash retainer within five years of the Separation or board appointment; all independent directors exceed this threshold as of filing |
Governance Assessment
- Strengths
- Financial stewardship and oversight: As Audit Chair and designated financial expert, Leupp led a busy committee (5 meetings) overseeing auditor transition from EY to Grant Thornton in 2024; the Audit Committee detailed oversight and independence assessment is disclosed, with the 2024 Audit Committee Report signed by Leupp .
- Independence and engagement: Independent since 2020; committees fully independent; executive sessions held at least quarterly; no director fell below 75% attendance; full board attended the annual meeting .
- Alignment: Director pay mix is cash plus service‑based stock; robust anti‑hedging/anti‑pledging; stringent director ownership guidelines (≥5× cash retainer) with compliance achieved across independent directors; no meeting fees .
- Shareholder responsiveness: High say‑on‑pay support (about 97% in 2024) and ongoing engagement with holders of ~two‑thirds of outstanding shares .
- Potential risks/considerations
- External board load: Leupp serves on two public company boards (Health Care Realty, Marathon Digital). Aimco’s policies limit overall boards and audit committees, and the proxy states no Audit Committee member exceeds the limit; monitor for any future additions that could raise overboarding concerns .
- Related‑party/other conflicts: Company’s related‑party policy is overseen by Nominating/ESG; the only disclosed related‑party arrangement involves the CEO’s father; no related‑party transactions disclosed involving Leupp .
- Sector interlocks: External roles are in healthcare REIT and crypto mining, which are not direct Aimco competitors; no management interlocks disclosed .
Overall signal: Leupp brings deep REIT capital markets and audit expertise, strengthening Aimco’s oversight during a period of strategic activity and auditor transition, with solid attendance/engagement and strong alignment policies; no specific red flags disclosed tied to his service .