Sherry L. Rexroad
About Sherry L. Rexroad
Independent director at Aimco (AIV) since 2023; age 60. She is currently CFO and EVP of Piedmont Office Realty Trust (2024–present), and formerly CFO/EVP/Treasurer at STORE Capital (2021–2022). She spent nearly two decades as an institutional REIT investor at BlackRock, ING Clarion, Aviva, and AEW, and began her career at the U.S. GSA and EPA. Education: BA (Haverford), MBA (Wharton), CFA charterholder. Core credentials span investment/finance, capital markets, audit/financial literacy, corporate governance, and ESG/sustainability.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Piedmont Office Realty Trust | Chief Financial Officer & EVP | 2024–present | Financial leadership at public office REIT |
| STORE Capital | CFO, EVP & Treasurer | 2021–2022 | Executive finance leadership at net-lease REIT |
| BlackRock Global Real Asset Securities | MD & Global Head of Business Development (2017–2021); MD, Co-Global CIO & Chair, Investment Committee (2012–2017) | 2012–2021 | Investment leadership; governance exposure via BlackRock Investment Stewardship |
| Aviva Investors | Senior Portfolio Manager (REITs) | 2010–2012 | Public REIT investing |
| ING Clarion Real Estate Securities | Managing Director & Portfolio Manager | 1997–2006 | Public REIT investing |
| AEW Capital Management | VP & Asst. Portfolio Manager | 1994–1997 | Real estate investing |
| U.S. Environmental Protection Agency | Region III Facilities Manager | 1989–1994 | Government facilities management |
| U.S. General Services Administration | Realty Specialist | 1987–1989 | Federal real estate |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BlackRock (Investment Stewardship) | Advisory Board Member (prior service) | n/a | Gained governance insight; also served on BlackRock Fundamental Commission Oversight Committee and Real Assets Sustainability Task Force |
| Nareit | Advisory Board of Governors; Nominations Committee; Dividends Through Diversity Steering Committee (Co-Chair) | n/a | Industry leadership roles |
| Wharton Women in Leadership | Participant | n/a | Professional community involvement |
Board Governance
- Independence and tenure: The Board affirmatively determined Rexroad is independent under NYSE standards; director since March 2023. Eight of nine directors are independent.
- Committee assignments: Chair, Compensation & Human Resources Committee (Comp & HR); Member, Audit Committee. All Audit members (including Rexroad) are independent and qualify as “audit committee financial experts.”
- Committee activity and engagement:
- Comp & HR held 7 meetings in 2024; Rexroad is chair and co-signed the committee report (Apr 24, 2025).
- Audit held 5 meetings in 2024; Rexroad is a member and co-signed the Audit Committee report.
- Attendance: Board held 5 meetings in 2024; no director attended fewer than 75% of Board and committee meetings. All directors attended the 2024 Annual Meeting.
- Voting mandate: Re-elected at the 2025 annual meeting; her director election received 100,215,336 votes “For,” 1,662,787 “Against,” 98,020 abstentions.
Committee memberships (current):
| Director | Audit | Compensation & HR | Nominating/ESG | Investment |
|---|---|---|---|---|
| Sherry L. Rexroad | ● | † (Chair) | — | — |
Meeting counts (2024):
| Board | Non-Management Directors | Audit | Compensation & HR | Nominating/ESG | Investment |
|---|---|---|---|---|---|
| 5 | 4 | 5 | 7 | 4 | 4 |
Fixed Compensation (Director)
Policy and 2024 realized pay:
- 2024 policy: $230,000 annual fee (up to 50% payable in cash, remainder in stock); leadership retainers: Chair of Board $65k, Audit Chair $25k, Comp & HR Chair $15k, Nominating/ESG Chair $14k, Investment Chair $20k; no meeting fees. Shares granted Jan 31, 2024, with grant value based on average price $7.62 and ASC 718 grant value based on $7.43 close.
- 2024 realized (Rexroad): Cash fees $3,750 (Q4 Comp & HR Chair pro-rata), Stock awards $224,267, Total $228,017.
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2023 | — | 151,277 | — | 151,277 |
| 2024 | 3,750 | 224,267 | — | 228,017 |
2025 update:
- 2025 policy: Annual fee reduced to $220,000; up to $75,000 in cash with remainder in stock; leadership retainers unchanged; grant date Jan 29, 2025 (NYSE close $9.02); no meeting fees.
Performance Compensation (Director)
- Aimco does not disclose performance-conditioned director equity; 2024 non-employee director compensation comprised cash retainer and stock awards with no meeting fees; no director options outstanding except Ms. Smith.
- Therefore, no director-specific performance metrics, PSU targets, or vesting schedules are disclosed for Rexroad.
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Rexroad in Aimco’s proxy.
- Interlocks: Company states no “interlocking directorships” (no Aimco management serving on a board or compensation committee where an Aimco director is an employee).
- Overboarding limits: Directors typically limited to service on ≤4 boards (incl. Aimco) and ≤3 audit committees.
Expertise & Qualifications
- Expertise: Investment and finance, capital markets, corporate transactions, business strategy/operations, real estate, corporate governance, investor relations; additional strengths in accounting/auditing for large organizations, financial literacy, talent development; ESG/sustainability expertise.
- Education/credentials: BA (Haverford), MBA (Wharton), CFA charterholder.
- All Audit Committee members, including Rexroad, qualify as audit committee financial experts under SEC/PCAOB standards.
Equity Ownership
Ownership and alignment:
- Beneficial ownership (Apr 18, 2025): 75,900 common shares; <0.5% of shares outstanding; no hedging or pledging by directors/NEOs per table note.
- Director ownership guidelines: Within five years of joining the Board (or post-Separation), independent directors expected to own ≥5x the annual cash retainer; as of the 2025 filing, all independent directors exceed this requirement. Hedging and pledging are prohibited under policy.
| Holder | Common Shares Beneficially Owned | % Outstanding | Hedging/Pledging Status |
|---|---|---|---|
| Sherry L. Rexroad | 75,900 | <0.5% | None; prohibited and none indicated in ownership table |
Governance Assessment
Strengths and positive signals
- Independent director with deep REIT capital markets and governance background; chairs Comp & HR and serves on Audit with “financial expert” designation across the committee. This supports robust oversight of pay, succession, and financial reporting.
- Strong engagement/attendance culture: no director under 75% attendance; all directors attended the 2024 annual meeting; committees met frequently (Comp & HR 7x; Audit 5x).
- Pay alignment and responsiveness: Board reduced 2025 director fees to $220k and capped cash at $75k; equity-heavy mix promotes alignment. Anti-hedging/pledging and 5x ownership guideline reinforce skin-in-the-game; all independent directors meet guideline.
- Shareholder support: 2025 Say-on-Pay received advisory approval (For: 99,538,669; Against: 2,282,604; Abstain: 154,870), and Rexroad’s re-election passed by wide margin.
Watch items / potential risks
- Time commitment: Rexroad serves as a sitting public company CFO (Piedmont Office Realty Trust); Aimco mitigates overboarding risks through formal limits (≤4 boards, ≤3 audit committees) and independence reviews—no exceptions disclosed. Monitor ongoing workload balance given dual roles.
- Related-party backdrop: While not involving Rexroad, Aimco discloses a related party arrangement with the CEO’s father (screened by Nominating/ESG Committee). Continued oversight is prudent.
Director Compensation Detail (Context)
| Component (2024) | Amount/Terms | Notes |
|---|---|---|
| Annual director fee | $230,000 (≤50% in cash; remainder stock) | Shares granted Jan 31, 2024; average price $7.62; ASC 718 value at $7.43 close |
| Chair, Comp & HR | $15,000 | Rexroad became chair in Q4 2024; received $3,750 pro-rata in 2024 cash |
| Meeting fees | $0 | No meeting fees paid to directors |
| 2025 changes | $220,000 total; ≤$75,000 cash; equity grant Jan 29, 2025 (close $9.02); chair retainers unchanged | No meeting fees in 2025 |
Say-on-Pay & Shareholder Feedback (Company-Level, Board Oversight)
- Advisory Say-on-Pay (2025): For 99,538,669; Against 2,282,604; Abstentions 154,870; broker non-votes 12,445,975.
- Compensation committee independence and process: Uses independent consultant; 2024 consultant Willis Towers Watson; in July 2024, Ferguson Partners appointed; both assessed as independent.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Rexroad |
| Interlocks | Company indicates no interlocking directorships with management; overboarding limits in place |
Potential Conflicts / Related Party Exposure
- Independence affirmed by Board; no Rexroad-specific related-party transactions disclosed.
- Related person transaction disclosed for CEO’s father (legacy arrangement) overseen under policy—not involving Rexroad.
Summary
- Rexroad brings substantial REIT investment and CFO expertise, chairs Comp & HR, and strengthens financial oversight on Audit. Her pay is aligned via equity-heavy director compensation, ownership guidelines are met, and anti-hedging/pledging policies are in force. Shareholder support in 2025 was strong, and board fee reductions indicate responsiveness. Monitor time commitments given her CFO role at PDM, but Aimco’s overboarding and independence policies mitigate risk.