Jason Emala
About Jason Emala
Jason Emala is Chief Legal Officer and Secretary of Bluerock Homes Trust (BHM) and also serves as CLO and Secretary of the Company’s external Manager; he was 46 as of the 2025 proxy statement . He joined Bluerock in May 2018 (initially as General Counsel roles within affiliates) and became General Counsel of Bluerock in October 2022; prior roles include senior legal positions at Cantor Fitzgerald (2016–2018) and associate roles at White & Case and Fried, Frank; education includes a B.S. in Finance (University of Maryland), J.D. with honors (George Washington University Law School), and LL.M. in Securities and Financial Regulation (Georgetown Law) . BHM is externally managed and has disclosed no cash salary/bonus paid by BHM to its executive officers; as an emerging growth company, BHM provides scaled executive compensation disclosure and does not hold a say‑on‑pay vote . Company-level TSR, revenue growth, or EBITDA growth tied to Mr. Emala’s compensation were not disclosed in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cantor Fitzgerald | Senior legal positions (alternative investments) | Jun 2016 – May 2018 | Led legal support at a sponsor/broker-dealer in the alternatives space, relevant to BHM’s externally managed REIT model . |
| White & Case LLP | Associate | Prior to 2016 | Large-firm transactional/regulatory training applicable to REIT capital markets and governance . |
| Fried, Frank, Harris, Shriver & Jacobson LLP | Associate | Prior to 2016 | Large-firm transactional/regulatory training applicable to REIT capital markets and governance . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bluerock (parent) | General Counsel | Since Oct 2022 | Group-level legal leadership across Bluerock platforms supporting governance, financing and transactions . |
| Bluerock Capital Markets; Bluerock Asset Management | General Counsel | Since May 2018 | Oversight of distribution and asset management legal matters for affiliated platforms . |
| Bluerock Total Income+ Real Estate Fund | Secretary | Since May 2018 | Fund governance and compliance . |
| Bluerock High Income Institutional Credit Fund | Secretary | Since 2022 | Fund governance and compliance . |
| Bluerock Industrial Growth REIT, Inc. | Secretary (issuer); CLO of external manager | Since 2021 | Public REIT and external manager governance; supports related-party oversight and disclosures . |
Fixed Compensation
- BHM is externally managed and disclosed that it has not paid, and does not expect to pay in 2025, any cash or other compensation to its CEO or other executive officers (including the CLO); executives are employees of the Manager, which bears their cash compensation and benefits .
- As an emerging growth company, BHM omits detailed NEO pay tables and is not required to hold say‑on‑pay votes .
Performance Compensation
- 2024 equity incentive grants to executive officers (other than CEO) were time‑based LTIP Units vesting ratably over three years; no stock options were granted to executives in 2024; CEO’s last equity grant (time‑based) was in Nov 2022 .
| Award Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Executive officer annual LTIP awards (2024) | Time-based (no performance metric) | N/A | N/A | N/A | N/A | Ratable over 3 years per plan disclosure . |
Jason Emala – Award Detail and Vesting Cadence
| Grant | Instrument | Count (units) | Status/Timing | Notes |
|---|---|---|---|---|
| Initial Staking Grant | LTIP Units | 10,252 | Vested 5,126 on Nov 3, 2023; 5,126 on Nov 3, 2024 | Remaining unvested 15,378 LTIP Units vest ratably over remaining schedule (“Remaining Initial Staking Grant Vesting Dates”) . |
| 2024 Annual Incentive Grant | LTIP Units | 1,257 | Vested Apr 30, 2025 | Remaining unvested 2,513 LTIP Units vest ratably over remaining 2024 incentive vesting dates . |
| 2025 Annual Incentive Grant | LTIP Units | — | — | Remaining unvested 4,136 LTIP Units vest ratably over remaining 2025 incentive vesting dates (company examples for other execs specify April 1, 2026/2027/2028) . |
Notes:
- Company disclosed 2024 executive officer equity grants were time-based (no explicit performance metrics), supporting retention but lowering performance linkage .
- Equity award grant timing is overseen by the Compensation Committee; no 2024 executive grants were timed around material filings, and no options were granted in 2024 .
Equity Ownership & Alignment
| Holding Type (as of Apr 11, 2025) | Amount | Percent of Class |
|---|---|---|
| Class A Common Stock | 596 | <1% |
| LTIP Units | 11,509 | <1% |
| Total common-equivalent beneficial ownership | 12,105 | <1% of common stock |
- Stock ownership guidelines: CEO $2.5mm; other executive officers $750k; independent directors 3x annual cash retainer; as of Dec 31, 2024 all directors and executive officers were in compliance or on track within the 5‑year window .
- Anti‑hedging: Short sales, options, swaps, collars, exchange funds and similar hedging transactions are prohibited for directors, officers and employees .
- Pledging: Prohibited for shares required to meet ownership guidelines; limited pledging of excess shares allowed only with Audit Committee pre‑approval and subject to a 30% maximum leverage cap across the lender’s collateral package, with annual compliance certifications; pledging cannot be used for hedging .
- No specific disclosure indicates Jason Emala has pledged Company securities; Section 16 compliance was timely for executives in 2024 (except two Form 4s for the CEO) .
Employment Terms
| Provision | Terms |
|---|---|
| Employment status | BHM has no employees; executives (including the CLO) are employees of the external Manager; BHM does not pay executive cash compensation . |
| Incentive plan administration | Awards under the 2022 Equity Incentive Plans are approved and administered by the Compensation Committee . |
| Change in Control – definition | Includes acquisition of >30% of outstanding common or voting power; board turnover; or certain business combinations, with exceptions (e.g., company buybacks, underwriters) . |
| Change in Control – treatment of awards | If awards are not assumed/substituted, they vest/become exercisable at CoC; performance awards vest at the greater of target or actual through the CoC assessment date; company may cash‑out vested awards . |
| If awards are assumed after CoC | Assumed/substituted awards preserve vesting terms and become fully vested if employment ends due to involuntary termination without cause, non‑renewal, resignation for Good Reason, death or disability after the CoC (subject to continuous service through termination) . |
| “Good Reason” (default) | Assignment of inconsistent duties; material diminution of title/authority; material reduction in base or incentive opportunities; relocation >35 miles; requires timely notice and 30‑day cure right (or as defined in an individual agreement) . |
| Clawback | Proxy describes clawback policy for recoupment of Manager incentive fees upon a restatement; plan awards also subject to clawback/return if required by company policy or law . |
| Anti‑hedging and pledging | Prohibitions and limits described above; monitored via Audit Committee certifications . |
| Plan share capacity | As of Apr 11, 2025: 275,275 shares available; proposal sought to add 425,000 shares, targeting 3–5 years of award capacity; as of Apr 11, 2025, 583,624 shares under awards remained unvested . |
Governance/Legal Execution Touchpoints
- As CLO/Secretary, Mr. Emala attested to Articles Supplementary for the Company’s Series A Preferred (Mar 14, 2023) and Series B Preferred (Oct 7, 2025), evidencing responsibility for capital structure actions and filings .
Investment Implications
- Alignment vs. performance: 2024 executive equity was time‑based (no performance metrics), reducing direct pay‑for‑performance linkage but enhancing retention via multi‑year vesting; options were not used in 2024 .
- Retention risk: Low‑to‑moderate near term given sizeable unvested LTIP Units tied to multi‑year schedules (Initial Staking Grant plus 2024/2025 awards) . The Company increased plan capacity to avoid shifting awards to cash, citing retention of the management team as a priority .
- Insider selling pressure: Mr. Emala’s reported direct common stock ownership is small (<1%), with most exposure in LTIP Units that vest over time; anti‑hedging rules and strict pledging limits further reduce near‑term sell/hedge pressure . Monitor routine vesting windows (e.g., April dates for annual incentive awards, and November dates for initial staking grants) for potential Form 4 activity; company disclosures provide specific April 1 vesting dates for certain executives in 2026–2028, and Mr. Emala’s 2025 award vests ratably over remaining dates per plan .
- Change‑in‑control economics: Awards not assumed at CoC accelerate (with performance awards at target or better); if assumed, double‑trigger‑like vesting applies upon qualifying termination post‑CoC—supportive of management continuity but introduces potential accelerated equity expense in strategic events .
- Governance risk: EGC status means no say‑on‑pay, and BHM does not disclose Manager‑level cash pay for executives; however, robust anti‑hedging/pledging policies, stock ownership guidelines ($750k for non‑CEO executives), and clawback provisions mitigate governance concerns .