Elizabeth Harrison

About Elizabeth Harrison

Elizabeth Harrison (age 60 as of April 1, 2025) is an independent director of Bluerock Homes Trust, Inc. (BHM) who joined the board in 2022. She is CEO and Principal of H&S Communications, a full‑service marketing, branding and public relations agency she co‑founded in 1995, sold to Omnicom Group in 2003, and reacquired in 2020. Her core credentials are 23+ years in luxury branding and marketing, overseeing communications for real estate developers, luxury hotels and travel technology companies; she is an author and frequent speaker (e.g., Harvard CEO Roundtable) and has served on nonprofit boards, including Love Heals and the Alison Gertz Foundation for AIDS Education .

Past Roles

External Roles

Board Governance

• Independence: BHM’s board determined Harrison has no material relationship with the company and qualifies as independent under NYSE American, SEC and company guidelines .
• Committee assignments: Member, Compensation Committee; the committee is fully independent and chaired by Romano Tio; other members are Harrison and Lead Independent Director I. Bobby Majumder .
• Attendance and engagement: In 2024, the board met 4 times; audit (6), compensation (3), nominating (2). Each director attended all meetings of the board and committees on which they served (100% attendance) .
• Board structure: Majority independent board (4 of 5), annual elections (no staggered terms), lead independent director role with executive session duties; fully independent key committees; diversity metrics disclosed .
• Independence safeguards: Insider Trading Policy (pre‑clearance, blackout periods; anti‑hedging), Pledging Policy (prohibits pledging required holdings; restricts pledging excess holdings with audit committee oversight), Stock Ownership Guidelines, Clawback Policy .

Fixed Compensation

Notes:

• All directors receive reimbursement of reasonable out‑of‑pocket meeting expenses .

Performance Compensation

Compensation Committee oversight includes executive pay, Manager fees, and administration of equity plans; no interlocks or insider participation are disclosed for the committee .

Other Directorships & Interlocks

No current public company directorships are disclosed for Harrison; several independent trusteeships apply to other BHM directors (not Harrison) .

Expertise & Qualifications

• Luxury branding, marketing and communications expertise tailored to real estate, hospitality and travel technology—aligned with board’s desired “Marketing and Branding Experience” competency .
• Senior leadership and entrepreneurship as CEO (H&S Communications) .
• Education: B.A., Sarah Lawrence College (1986) .
• Public speaking and publications; thought leadership presence (Harvard CEO Roundtable) .

Equity Ownership

Ownership Alignment:

• Stock Ownership Guidelines require independent directors to own shares valued at ≥3× annual cash retainer; for Harrison that implies ≥$150,000 .
• Company states all directors and executive officers are compliant or on track within the five‑year window .
• Anti‑hedging and restricted pledging policies mitigate misalignment risks; any pledging of excess shares requires audit committee pre‑approval and leverage caps .

Governance Assessment

• Board effectiveness: Harrison enhances board skill mix with branding/marketing competency the nominating committee targets; 100% attendance and independent status support robust oversight .
• Pay and alignment: Her compensation mix balances cash ($55k including committee fee) with equity ($75k LTIP Units), aligning with shareholder value through ownership guidelines and annual equity grants administered to avoid MNPI timing concerns .
• Conflicts and related‑party exposure: No Harrison‑specific related‑party transactions are disclosed. BHM is externally managed by an affiliate of Bluerock; the Compensation Committee (including Harrison) oversees Manager fees, while the Audit Committee oversees related‑party transactions under formal policy—mitigating, but not eliminating, inherent external manager conflicts – .
• Shareholder safeguards: Lead independent director structure, independent key committees, anti‑hedging/pledging policies, ownership guidelines, and clawback framework underpin investor confidence .
• Disclosure and compliance: Section 16(a) reporting was timely for all directors in 2024; only two late Form 4s were attributed to the CEO (not Harrison) .

RED FLAGS

• External management conflict potential (fees to affiliated Manager; incentive fee framework) requires continual independent oversight; Harrison’s role on Compensation Committee is a positive mitigant but investors should monitor fee evolution and equity plan dilution over time .
• Ecosystem interlocks within Bluerock entities (common across other directors, not Harrison) elevate perceived related‑party risk; policies and committee structures aim to control it .

Appendix: Committee and Attendance Details

Say‑on‑Pay & Shareholder Feedback

• As an emerging growth company, BHM is not required to conduct advisory say‑on‑pay or frequency votes; scaled disclosure applies .

Compensation Committee Analysis

• Composition: Three independent directors; no insider participation or interlocks disclosed .
• Scope: Oversees CEO and executive compensation, Manager fee arrangements, equity plan administration, and director remuneration .
• Consultant: Farient Advisors engaged to assess equity plan share authorization against ISS/investor considerations and peers for the 2025 plan amendments .

Related‑Party Transaction Controls

• Formal Related Person Transaction Policy with Audit Committee review/approval; independence safeguards under Maryland law for interested director transactions; clawback policy for Manager incentive fees in event of restatement .

Risk Indicators Summary

• Legal/SEC proceedings: Not disclosed for Harrison –.
• Section 16 compliance: No delinquent filings for Harrison in 2024; two late Form 4s for CEO noted .
• Hedging/pledging: Prohibited hedging; pledging tightly constrained and not allowed for required holdings .
• Equity plan dilution: 2025 proposal increases authorized shares by 425,000 to maintain talent retention; monitor dilution and award practices –.

All information above is derived from BHM’s 2025 DEF 14A proxy statement –.