Christopher J. Vohs

About Christopher J. Vohs

Christopher J. Vohs is Chief Financial Officer and Treasurer of Bluerock Homes Trust (BHM) and CFO of its external manager; he is 48 years old, holds a B.A. in Accounting from Michigan State University, and is a CPA. He previously served as CFO of Bluerock Residential Growth REIT (2017–2022) and has held senior finance roles at Bluerock since 2010, as well as earlier roles at Roberts Realty, Pulte Homes, and Deloitte . Under his finance leadership, BHM’s FY2024 revenue grew versus FY2023; EBITDA also increased year over year (see table below). Vesting of material LTIP grants through 2028 and stock ownership/pledging controls align him to equity value creation, though 2024 executive equity grants were time-based rather than performance-conditioned .

Financial performance (oldest → newest):

• Values retrieved from S&P Global.

• YoY growth: Revenue +18.5%, EBITDA +19.9% (derived from table above).

Past Roles

External Roles

Fixed Compensation

BHM is externally managed and does not pay cash compensation to executive officers (cash is paid by the Manager). The company states it did not pay, and does not expect to pay in 2025, any cash or other compensation to executive officers, including the CFO .

Performance Compensation

2024 grants to executive officers were time-based LTIP Units vesting ratably over three years; no stock options were granted in 2024. Equity awards are approved by the Compensation Committee; grants are not timed around material filings, and the committee does not consider MNPI in timing .

Incentive design (CFO):

• Instrument: LTIP Units (partnership interests in the OP)
• 2024 executive equity design: Time-based (no options granted in FY2024)
• Disposal limits: Cannot sell more than 50% of shares/interests acquired from awards within one year of vest/exercise (with limited exceptions)
• Change-in-control: Single-trigger vesting if awards are not assumed; for assumed awards, double-trigger acceleration upon qualifying termination; performance awards vest at target or actual-to-date (greater)

Equity awards detail (CFO, units and vesting):

Performance metric table (FY2024 executive equity):

Notes:

• No stock option awards were granted to executive officers in 2024 .
• The Amended 2022 Incentive Plans authorize performance units, but 2024 executive officer grants were time-based .

Equity Ownership & Alignment

Beneficial ownership (as of April 11, 2025):

Ownership policies and alignment:

• Stock ownership guidelines: CEO $2.5m; other executive officers (incl. CFO) $750k; measured over 5 years; OP/LTIP units count; options do not .
• Compliance: As of 12/31/2024, all executives were compliant or on track within the 5-year window .
• Anti-hedging: Hedging prohibited .
• Pledging: Prohibited for required ownership; permitted only for excess holdings, subject to Audit Committee pre-approval, strict leverage cap (Pledged Shares ≤30% of collateral package), and certifications; designed to mitigate forced-sale risk .
• Outstanding options: Equity plan table shows no outstanding options as of 12/31/2024 (— count) .

Vesting calendar and potential selling pressure (CFO):

• 4/30/2025: 1,714 LTIPs (2024 grant) vest .
• 11/3/2025, 11/3/2026, 11/3/2027: Initial Staking Grant remainder (12,814) vests ratably across these dates .
• 4/1/2026: 1,235 LTIPs (2023 grant remainder) vests .
• 4/30/2026 and 4/30/2027: 3,427 LTIPs (2024 grant remainder) vest ratably across these two dates .
• 4/1/2026, 4/1/2027, 4/1/2028: 4,136 LTIPs (2025 grant) vest ratably .
• Disposal limits: Cannot sell more than 50% of shares/interests acquired from awards within 1 year of vest/exercise (subject to exceptions) .

Employment Terms

• Externally managed structure: Executives are employed by the Manager; BHM does not pay their cash comp and no individual company-paid severance is disclosed for executives .
• Change-in-control economics under equity plans:
  • Not assumed/replaced awards: Fully vest at CoC; performance awards vest at target or actual-to-date (greater) .
  • Assumed/replaced awards: Preserve original vesting; double-trigger acceleration upon qualifying termination (without cause, non-renewal per agreement, resignation for good reason, death/disability) .
  • 280G/4999 cutback: “Best net” approach—reduce to safe harbor if it yields higher after-tax value; over/underpayment true-up administered by independent accounting firm .
• Clawback: Recoupment of performance/incentive-based comp in event of accounting restatement (non–methodology change) .

Investment Implications

• Alignment vs performance: 2024 executive awards were time-based LTIPs with multi-year vesting and one-year disposal limits, strengthening retention and equity alignment but with limited direct pay-for-performance linkage; the plan authorizes performance units, which could increase alignment if deployed .
• Supply/flow watch: Multiple known vesting dates from 2025–2028 (notably 4/30/2025; 11/3 in 2025–2027; 4/1 and 4/30 in 2026–2028) may introduce incremental sellable supply over time, though disposal limits and pledging restrictions mitigate near-term selling pressure .
• Ownership and governance: CFO holds 98,962 common equivalents (<1%); combined with stringent anti-hedging/limited pledging and ownership guidelines, this supports alignment without excessive insider concentration risk .
• Performance trend: FY2024 revenue and EBITDA improved YoY, a positive backdrop for finance leadership continuity; however, as an Emerging Growth Company, BHM lacks say-on-pay and detailed CD&A, limiting transparency into metric-based incentive calibration .
• CoC/Tax structure: Equity plan’s single- and double-trigger features plus 280G “best net” cutback balance retention with shareholder-friendly tax efficiency; monitor any future shift from time-based to performance-based awards for stronger pay-performance linkage .