Jamie Behar
About Jamie Behar
Z. Jamie Behar (age 67) has served as an independent director of ARMOUR Residential REIT, Inc. (ARR) since July 2019. She is a Chartered Financial Analyst (CFA), holds a B.S. in Economics (magna cum laude) from The Wharton School and an M.B.A. from Columbia Business School, and received Nareit’s E. Lawrence Miller Industry Achievement Award in December 2018 for contributions to the REIT industry . She is designated by ARR’s Board as an “audit committee financial expert,” reflecting deep accounting and financial literacy and the ability to analyze financial statements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GM Investment Management Corporation (GMIMCo) | Managing Director, Real Estate & Alternative Investments | 2005–2015 | Previously served 19 years as Portfolio Manager; responsible for ~$12B peak portfolio of private/public real estate for GM and unaffiliated clients |
| Pension Real Estate Association (PREA) | Board Chair | Mar 2010–Mar 2011 | Board member; governance leadership within institutional real estate |
| Sunstone Hotel Investors; Gramercy Property Trust; Forest City Realty Trust; Broadstone Real Estate Access Fund; Desarrolladora Homex, SAB de CV; Hospitality Europe B.V. | Director (prior service) | Not disclosed | Numerous sector board roles evidencing capital markets and real estate governance experience |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| Shurgard Self Storage Ltd. (EBR: SHUR) | Director | Current | Public company board; prior ARR chairman Daniel Staton served on Shurgard’s board until Dec 2023 (past interlock) |
| Sila Realty Trust (NYSE: SILA) | Director | Current | Healthcare REIT board service |
| Benefit Street Partners Multifamily Trust | Director | Current | Non-traded multifamily REIT |
| CBRE Investment Management – Indirect Investment Committee | Independent member | Current | Institutional investment oversight |
| Nareit Real Estate Investment Advisory Council | Member | Current | Industry advisory involvement |
| PREA Governance Committee | Co-Chair | Current | Governance standards co-lead |
Board Governance
- Independence: The Board affirmatively determined Behar is independent under NYSE rules; all Board committees are composed exclusively of independent directors .
- Committee assignments:
- Audit Committee: Member; Audit Committee reviews auditor independence, internal controls, related-party transactions, and cybersecurity risk. Behar is designated an SEC “audit committee financial expert” .
- Compensation Committee: Member; oversees officer evaluations, director pay, equity plans, and management agreement fee review (ACM), with no interlocks or insider participation in 2024 .
- Nominating & Corporate Governance Committee: Co-Chair (with Carolyn Downey) since April 2024; responsible for director nominations, Board operations, ESG oversight, committee slating, and Board/directed self-assessments .
- Attendance: In 2024 the Board held 9 meetings; Audit 7; Compensation 2; Nominating & Corporate Governance 1; each director attended at least 75% of Board and committee meetings on which they served .
- Voting framework and accountability: ARR has majority voting for directors in uncontested elections with a Director Resignation Policy; the Nominating & Corporate Governance Committee must recommend action within 90 days on any resignation tender after a failed majority vote .
Fixed Compensation
| Component | Detail | 2024 Amount (USD) |
|---|---|---|
| Annual non-management director retainer | $132,000 total; 50% cash ($66,000) and 50% payable in common stock, cash, or mix at director’s option | $132,000 |
| Committee retainers (Behar) | Audit Committee member ($35,000); Nominating & Corporate Governance Committee Co-Chair prorated in 2024 ($8,785) | $43,785 |
| 2024 total director fees (Behar) | Directors’ retainer earned/paid in cash; no stock retainer elected | $175,785 |
2023 reference (structure and mix):
- Annual retainer identical ($132,000), with director election for cash/stock; committee fees paid per role .
- 2023 total compensation for Behar: $167,000 cash retainer plus $237,200 stock awards (grant-date fair value), totaling $404,200 .
Performance Compensation
Directors receive time-based equity awards (no performance metrics). Behar’s historical grants and vesting:
| Grant Date | Shares | Vesting Schedule | Status |
|---|---|---|---|
| Jan 2020 | 3,600 | Vested ratably each quarter over two years | Fully vested |
| Jan 2021 | 2,500 | 120 shares vest each Feb 20/May 20/Aug 20 through Aug 20, 2025; 140 shares each Nov 20 through Nov 20, 2025 | Ongoing through Nov 2025 |
| Feb 2023 | 8,000 | 400 shares vest quarterly (Feb/May/Aug/Nov) through Nov 20, 2027 | Ongoing through Nov 2027 |
Deferral Program (non-management directors):
- Election to receive retainers in cash, unrestricted stock, or fully-vested deferred stock units (DSUs), with settlement upon separation/retirement, a specified date, or January 1 following a chosen anniversary; lump sum or installments up to 10 years; DSUs settle in stock; accelerated lump-sum settlement upon death/disability or change of control .
- Equity Plan change-of-control: Compensation Committee may accelerate vesting, terminate/convert awards, or have awards assumed/substituted; repricing requires stockholder approval; immediate vesting upon change in control or if ARR terminates Management Agreement without Cause (for executives; plan terms govern award treatment) .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Shurgard Self Storage Ltd. (EBR: SHUR) | Director | Past interlock: ARR Chairman Daniel Staton served on Shurgard’s board Oct 2018–Dec 2023 |
| Sila Realty Trust (NYSE: SILA) | Director | No disclosed ARR director overlap currently |
| Benefit Street Partners Multifamily Trust | Director | Non-traded REIT |
| CBRE IM – Indirect Investment Committee | Independent member | Investment oversight |
| PREA Governance Committee | Co-Chair | Industry governance |
Expertise & Qualifications
- CFA charterholder; financial literacy and expertise; designated “audit committee financial expert” by ARR’s Board .
- 30+ years in institutional real estate investing and capital markets; led ~$12B real estate portfolio at GMIMCo .
- Academic credentials: Wharton B.S. Economics (magna cum laude); Columbia MBA .
- Recognitions: Nareit E. Lawrence Miller Industry Achievement Award (Dec 2018) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 10,921 shares; <1% of outstanding as of March 7, 2025 |
| Stock ownership guidelines | Directors must beneficially own ARR shares with basis ≥3x base cash retainer ($66,000), i.e., $198,000, within 5 years; all directors in compliance as of proxy date |
| Hedging/pledging | Prohibited for directors/officers; no securities of directors/officers are pledged; all in compliance |
| Unvested director stock awards (Behar) | 7,400 unvested shares as of Dec 31, 2023 (aggregate outstanding awards) |
Say‑on‑Pay & Shareholder Feedback
| Proposal (May 1, 2025 Annual Meeting) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote approving 2024 executive compensation | 30,458,051 | 1,831,404 | 574,205 | 22,749,804 |
The advisory vote indicates strong support for ARR’s pay practices in 2024 (votes cast in favor vs. against/abstain) .
Governance Assessment
-
Strengths
- Independent director with deep institutional real estate and finance expertise; SEC “audit committee financial expert” designation strengthens oversight of ARR’s external manager (ACM), related‑party transactions (e.g., BUCKLER), and financial reporting .
- Active governance leadership as Co‑Chair of the Nominating & Corporate Governance Committee, including ESG oversight and Board effectiveness processes (selection criteria, assessments, committee slating) .
- Attendance at least 75% of meetings in 2024; committees fully independent; majority voting and resignation policy provide accountability .
- Ownership alignment via stock ownership guidelines and hedging/pledging prohibitions; directors in compliance .
-
Risks/Red Flags to monitor
- External management and significant related‑party arrangements (ACM, SBBC, BUCKLER), including large repurchase financing and a subordinated loan commitment up to $250M (Feb 2025), require continued rigorous independent oversight by Audit and independent directors; Behar’s committee roles are directly implicated in these approvals .
- Director equity awards are time‑based rather than performance‑conditioned; while enhancing alignment, they do not embed explicit TSR/financial metric hurdles for directors .
- No pension or perquisite programs for directors, and clawback policy applies to executives (mandated), limiting potential pay risk; continue monitoring compensation mix and any future plan changes .
Compensation Committee Analysis
- Composition: Independent directors Robert C. Hain (Chair), Z. Jamie Behar, Stewart J. Paperin; no interlocks or insider participation in 2024 .
- Scope: Oversees officer performance evaluation, pay decisions (excluding ACM’s internal pay), director compensation, equity plans, management agreement fee reviews, and CD&A disclosures; the Plan is administered by the Committee .
Fixed Compensation (Detail Tables)
| 2024 Committee Fees – Behar | Amount (USD) | Notes |
|---|---|---|
| Audit Committee Member | 35,000 | Annual cash retainer |
| Nominating & Corporate Governance Co‑Chair | 8,785 | Prorated for co‑chair role beginning April 2024 |
| Total Committee Fees | 43,785 | Sum of above |
| 2024 Director Compensation – Behar | Cash Retainer | Stock Retainer | Total |
|---|---|---|---|
| Z. Jamie Behar | 175,785 | — | 175,785 |
| 2023 Director Compensation – Behar | Cash Retainer | Stock Awards (Grant‑Date FV) | Total |
|---|---|---|---|
| Z. Jamie Behar | 167,000 | 237,200 | 404,200 |
Equity Award Metrics (Directors)
| Metric | Jan 2020 Grant | Jan 2021 Grant | Feb 2023 Grant |
|---|---|---|---|
| Shares granted | 3,600 | 2,500 | 8,000 |
| Vesting cadence | Quarterly over 2 years | Quarterly: 120 shares on Feb/May/Aug; 140 on Nov through 2025 | Quarterly 400 shares through Nov 2027 |
| Performance conditions | None (time‑based) | None (time‑based) | None (time‑based) |
| Status | Fully vested | In‑progress; completes Nov 2025 | In‑progress; completes Nov 2027 |
Related‑Party Transactions (Oversight context)
- Audit Committee approval required for Item 404 related‑party transactions; independent directors separately authorize such agreements; Behar’s Audit role places her at the center of this oversight .
- BUCKLER broker‑dealer financing: ~$4.9B outstanding repo at 12/31/24; ~$249M interest in 2024; subordinated loan commitment increased to $250M effective Feb 2025; governance protections include independent director approval rights over BUCKLER third‑party business and potential wind‑up .
- Management Agreement with ACM: external management through Dec 31, 2029; fees based on Gross Equity Raised; termination without Cause triggers a fee equal to 4x prior 12‑month base fee; ACM fee waiver in place through 2024 (adjustable) .
Governance Signals Summary
- Engagement: Committee leadership and financial expert designation support robust oversight of complex financing, external management, and cyber risk .
- Alignment: Ownership guidelines compliance; no hedging/pledging; ability to defer into DSUs with clear settlement and CoC mechanics .
- Shareholder sentiment: Strong support for executive compensation in 2024 advisory vote (vote counts shown above) .
- Monitoring priorities: Continued scrutiny of ACM/BUCKLER arrangements, equity sales program via agents, and committee fee/retainer mix shifts year‑over‑year .