Patricia L. Gibson
About Patricia L. Gibson
Independent director at Aimco (AIV) since 2020; age 62. Founding Principal and CEO of Banner Oak Capital Partners (a registered investment adviser with ~$5B AUM), with prior senior roles at Hunt Realty Investments, Goldman Sachs’ real estate subsidiary, and The Travelers Realty Investment Company. Education: BS in Finance (Fairfield University), MBA (University of Connecticut); Chartered Financial Analyst (CFA). Core credentials span real estate investing, capital markets, asset management, and financial expertise; currently serves as Chair of Aimco’s Investment Committee and member of the Compensation & Human Resources Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Banner Oak Capital Partners | Founding Principal & CEO | 2016–present | Oversees all investment activity; independent RIA with ~$5B AUM |
| Hunt Realty Investments | President; SVP | 2010–2016; 1997–2010 | Led CRE investment management for Hunt family companies; grew direct-owned strategic assets to >$3B |
| Goldman Sachs (real estate subsidiary) | Senior positions | 1994–1997 | Oversaw portfolio management and capital markets for >$4B in CRE assets |
| The Travelers Realty Investment Company | Investment professional (debt & equity) | 1985–1994 | Debt and equity real estate investing |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| RLJ Lodging Trust | Director | 2017–present | Public company directorship (hospitality REIT) |
| Pacolet Milliken Enterprises | Board role | Not disclosed | Private investment company focused on energy and real estate |
| Urban Land Institute | Member; prior Red Council Vice Chair | Ongoing | Industry engagement and thought leadership |
| University of Texas Real Estate Finance Council | Executive Council Member | Ongoing | Academic/industry council |
| NAREIM | Member & previous Chairman | Ongoing | Real estate investment managers association |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent director (affirmatively determined by Board) |
| Aimco committees | Compensation & Human Resources (member); Investment (Chair) |
| Board meeting attendance | No Aimco director attended fewer than 75% of Board and committee meetings in 2024; Board met 5x; committees: Audit 5x, Comp & HR 7x, Nominating & ESG 4x, Investment 4x |
| Executive sessions | Non‑management directors met in executive session 4 times in 2024 |
| Years of service on AIV board | Director since December 2020 |
| Chair/lead roles | Chair of Aimco Investment Committee |
| Stockholder engagement | Board makes directors available; regular outreach covering ~two‑thirds of outstanding shares |
Fixed Compensation
| Component | 2024 | 2025 |
|---|---|---|
| Annual director retainer | $230,000; payable up to 50% in cash, remainder in stock; grant date Jan 31, 2024; share pricing basis: 5‑day avg $7.62; closing price $7.43 | $220,000; payable up to $75,000 in cash, remainder in stock; grant date Jan 29, 2025; closing price $9.02 |
| Chair/role retainers | Chairman $65k; Audit Chair $25k; Comp & HR Chair $15k; Nominating & ESG Chair $14k; Investment Chair $20k | Same schedule: Chairman $65k; Audit Chair $25k; Comp & HR Chair $15k; Nominating & ESG Chair $14k; Investment Chair $20k |
| Meeting fees | None | None |
| Patricia L. Gibson – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $20,000 |
| Stock Awards | $224,267 |
| Total | $244,267 |
Notes:
- 2024 director stock awards valued using closing price on grant date ($7.43) after determining shares from 5‑day average price ($7.62) for each director’s stock allocation .
- As of 12/31/2024, non‑employee directors (other than Deborah Smith) held no stock options or unvested stock awards, indicating retainer equity is generally fully vested or time-vested awards are not outstanding at year‑end for most directors .
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Annual director equity retainer | Common stock grants (value-based; part of annual fee) | None (director equity not performance-conditioned) | Not disclosed per-director; generally retainer equity; as of 12/31/2024 no unvested stock awards for non‑employee directors other than Deborah Smith |
Aimco’s executive pay program (for context as a governance signal) uses multi-metric STI and performance-based LTI with TSR relative to indices and a peer group; robust clawback and double-trigger provisions are in place, but directors are not subject to those executive performance metrics .
Other Directorships & Interlocks
| Company | Role | Sector | Interlocks/Conflicts Disclosed |
|---|---|---|---|
| RLJ Lodging Trust | Director | Hospitality REIT | None disclosed by Aimco; general policy prohibits management interlocks and limits overboarding |
| Pacolet Milliken Enterprises | Board role | Private investment (energy/real estate) | None disclosed |
Aimco governance policies state no management interlocks, and committee charters impose limits on other boards/audit committees to mitigate overboarding risks .
Expertise & Qualifications
- Real Estate; Investment & Finance; Capital Markets; Asset Management; Financial Expertise & Literacy (explicit skills marked for Gibson) .
- Education: BS Finance (Fairfield University); MBA (University of Connecticut); CFA charterholder .
Equity Ownership
| Holder | Shares Owned | % of Outstanding | Pledged/Hedged | Notes |
|---|---|---|---|---|
| Patricia L. Gibson | 153,134 | <0.5% | None (anti‑pledging and anti‑hedging; none of directors’/NEOs’ securities are subject to hedging/pledging) | Director ownership guidelines require 5× annual cash retainer within 5 years; all Independent Directors exceeded this threshold as of filing |
Insider Trades
| Date | Type | Details |
|---|---|---|
| 2025‑01‑29 | Acquisition (Non‑Open Market) | Form 4 filed indicating award for director compensation (price column not applicable); filed by attorney‑in‑fact Jennifer Johnson |
| 2024‑02‑02 | Sale | Aggregator record shows sale of 30,184 shares by Patricia L. Gibson on 2024‑02‑02 (context for many Aimco insiders on the same date) |
Note: Aimco’s insider trading policy prohibits hedging transactions and pledging of shares by officers and directors; policy updates were enhanced in 2023 .
Governance Assessment
- Board effectiveness: Gibson chairs the Investment Committee and sits on the Compensation & HR Committee—roles central to capital allocation oversight and pay governance; committee work appears active (Investment 4 meetings; Comp & HR 7 meetings in 2024) with all-independent composition and clear charters .
- Independence & engagement: Affirmed independent; met attendance requirements; participates in executive sessions; Board maintains robust stockholder engagement and refreshment practices .
- Alignment: Director equity retainer and 2025 shift to lower cash cap ($75k) and reduced total retainer ($220k) increase equity alignment; director ownership guideline at 5× cash retainer met by all independent directors .
- Compensation governance: Compensation Committee uses independent consultants (Willis Towers Watson in 2024; Ferguson Partners appointed July 2024), maintains clawback policy, double-trigger CIC provisions, stock ownership rules, and annual risk assessment .
- Signals: Strong “Say on Pay” support (97% in 2024; ~95% 5-year avg) supports confidence in compensation governance; no director option holdings (except Deborah Smith) and no unvested awards as of 12/31/2024 further reduce risk of misaligned incentives for directors .
- Potential conflicts: No related-person transactions disclosed involving Gibson; Aimco’s related-party policy under Nominating & ESG oversight is explicit. A separate arrangement exists with the CEO’s family member (R.M. Powell & Co.) subject to committee review, but unrelated to Gibson .
RED FLAGS
- No specific red flags identified for Gibson: independence affirmed, attendance above threshold, anti‑hedging/anti‑pledging in place, and no related-party transactions disclosed for her .
- Monitoring point: External board at RLJ Lodging Trust (hospitality REIT) is adjacent but not competing with Aimco’s multifamily focus; no interlocks disclosed; continue to monitor for any transactions between Aimco and Banner Oak or RLJ, though none are reported .
Compensation Committee Analysis (context for Gibson’s committee role)
- Committee members: Quincy L. Allen, Kirk A. Sykes, Patricia L. Gibson, Chair Sherry L. Rexroad; all independent .
- Independent consultants: Willis Towers Watson (2024) and Ferguson Partners (appointed July 2024); independence assessed .
- Practices: Succession planning; STI/LTI oversight; clawback policy; stock ownership guidelines; double‑trigger CIC; annual risk assessment; and stockholder engagement on pay matters .
Say‑on‑Pay & Shareholder Feedback (signal)
- “Say on Pay” approved every year since 2011; ~95% 5‑year average; 97% support in 2024, reflecting investor confidence in compensation governance .