Kamal Jafarnia
About Kamal Jafarnia
Independent director at Bluerock Homes Trust (BHM) since October 2022; age 58 as of April 1, 2025. Legal and compliance specialist with senior roles across alternative investments, REITs, and global law firms; L.L.M. (Securities & Financial Regulation, Georgetown 2011), J.D. (Temple 1992), B.A. (Economics & Government, UT Austin 1988). Affirmatively determined independent under NYSE American, SEC, and BHM Corporate Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vise Technologies, Inc. | Chief Legal Officer & Secretary | Current (2025) | Executive legal leadership; fintech governance |
| Opto Investments, Inc. | General Counsel, EVP & Secretary; External Advisory Board Member | GC/EVP through 2024; Advisory Board current | Institutional alternatives platform; ongoing advisory role |
| Artivest Holdings, Inc. | General Counsel & Chief Compliance Officer | Oct 2018 – Feb 2021 | Oversaw legal/compliance in alternatives distribution |
| Altegris Advisors LLC | Chief Compliance Officer | Prior to 2018 | Compliance for Altegris KKR Commitments Fund advisor |
| Provasi Capital Partners LP | Managing Director, Legal & Business Development | Prior to 2014 | Capital raising and legal oversight |
| W. P. Carey Inc. (NYSE: WPC) | Senior Vice President | Oct 2014 – Dec 2017 | Governance/compliance across affiliated entities |
| Carey Credit Advisors, Inc.; Carey Financial, LLC | SVP & Chief Compliance Officer; CCO & General Counsel | 2014 – 2017 | Broker-dealer and advisor compliance leadership |
| Greenberg Traurig LLP | Counsel, REIT Practice Group | Mar 2014 – Oct 2014 | REIT-focused legal counsel |
| Alston & Bird LLP | Counsel, Financial Services & Products; REIT Group | Aug 2012 – Mar 2014 | REIT and financial services legal practice |
| American Realty Capital & Realty Capital Securities, LLC | Senior executive, in-house counsel, Chief Compliance Officer | 2006 – 2012 | Alternative investment programs; broker-dealer compliance |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Ashford Hospitality Trust (NYSE: AHT) | Non-executive Independent Director | Jan 2013 | Public company board experience in lodging REITs |
| Bluerock Total Income + Real Estate Fund | Independent Trustee | 2021 | Bluerock-sponsored interval fund |
| Bluerock High Income Institutional Credit Fund | Independent Trustee | 2022 | Bluerock-sponsored interval fund |
| Opto Investments | External Advisory Board Member | Current | Ongoing advisory engagement in alternatives |
Board Governance
- Committees: Audit Committee member; Nominating & Corporate Governance Committee member. Audit Committee chaired by I. Bobby Majumder (audit committee financial expert); Nominating & Corporate Governance chaired by Majumder .
- Independence: Board affirmatively determined Mr. Jafarnia has no material relationship impairing independent judgment; his trustee roles at Bluerock-sponsored funds were evaluated and did not preclude independence .
- Attendance: 2024—100% attendance across Board (4 meetings), Audit (6), Compensation (3), and Nominating & Corporate Governance (2) for all directors on their committees; 2023—missed one Nominating & Corporate Governance meeting (otherwise full attendance) .
- Lead Independent Director: I. Bobby Majumder (duties include executive sessions and liaison with CEO) .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Cash fees (annual + committee membership) | $62,500 | $62,500 |
| Equity (LTIP Unit awards) | $75,000 | $75,000 |
| Total | $137,500 | $137,500 |
- Cash fee composition (per director fee schedule): $50,000 annual retainer; $7,500 Audit Committee member; $5,000 Nominating & Corporate Governance Committee member .
- Directors do not receive meeting fees; chairs and lead independent director receive additional retainers (not applicable to Mr. Jafarnia) .
Performance Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| LTIP Units granted (count) | 3,303 units | 5,185 units | Granted under 2022 Individuals Plan in payment of equity portion of annual retainer |
| Grant-date fair value per unit | $22.71 (20-day VWAP) | $14.4671 (20-day VWAP) | Valuation methodology disclosed |
| Options/Performance awards disclosed | None disclosed for directors | None disclosed for directors | Director equity reported solely as LTIP Units in retainer payments |
Other Directorships & Interlocks
| Linkage | Description | Governance Consideration |
|---|---|---|
| Bluerock-sponsored funds | Independent trustee roles at Bluerock Total Income + Real Estate Fund and Bluerock High Income Institutional Credit Fund | Board explicitly considered these affiliations; independence affirmed and compensation limited to service-related fees |
| External manager model | BHM is externally managed by Bluerock Homes Manager, LLC; Audit Committee oversees related-party transactions | Base management fee and reimbursements to Manager are material and warrant continued oversight (e.g., $9.1M base fee in 2024; reimbursements $4.8M combined operating/direct) |
Expertise & Qualifications
- Regulatory and compliance depth from senior roles at Artivest, W. P. Carey, American Realty Capital; counsel experience at Greenberg Traurig and Alston & Bird .
- Public company board tenure (AHT) and trusteeships provide capital markets and governance perspective .
- Degrees: L.L.M. (Georgetown, 2011), J.D. (Temple, 1992), B.A. (UT Austin, 1988) .
Equity Ownership
| Instrument | Apr 10, 2024 | Apr 11, 2025 |
|---|---|---|
| OP Units | 14,562 | 14,562 |
| LTIP Units | 14,591 | 19,996 |
| Total beneficial units (OP + LTIP) | 29,153 | 34,558 |
| Percent of Common Stock | <1% | <1% |
- Stock ownership guidelines: Independent directors must own shares valued at ≥3x annual cash retainer; as of Dec 31, 2024, all directors were in compliance or on track within five years. LTIP Units and OP Units count toward guidelines; options do not .
Governance Assessment
-
Strengths:
- Independent status affirmed despite Bluerock fund trusteeships; committees composed entirely of independent directors .
- Active Audit Committee role with quarterly risk oversight; Audit Committee pre-approval policy and transparent auditor fees (Grant Thornton) .
- Strong policies: anti-hedging, pledging restrictions with Audit Committee oversight, clawback framework; robust stock ownership guidelines .
- 2024 attendance exemplary; prior minor lapse in 2023 noted .
-
Watch items / potential conflicts:
- External manager economics and related-party flows (management fees, reimbursements, dealer-manager arrangements) demand rigorous Audit Committee oversight; heightened sensitivity for independent directors with any Bluerock affiliations .
- Director equity for Mr. Jafarnia is delivered as LTIP Units tied to retainer rather than performance metrics; alignment exists via ownership guidelines but lacks explicit performance-contingent features .
-
Overall implication:
- Mr. Jafarnia’s legal/compliance background and committee service support board effectiveness, particularly in risk and governance oversight. Independence determinations and policy scaffolding mitigate—but do not eliminate—optics around sponsor interlocks and the external management construct. Continued focus on related-party transaction reviews and clear disclosure strengthens investor confidence .