Michael DiFranco
About Michael DiFranco
Michael DiFranco (age 60) is Executive Vice President, Operations at Bluerock Homes Trust (BHM) and its external Manager; he oversees operational and financial performance and previously ran multi-family operations at Bluerock Residential Growth REIT (BRG) from November 2018 to October 2022 . He holds a B.A. in Business from Texas A&M, an MBA from The University of Texas at Austin, and an M.S. in Information Systems from the University of Colorado Denver . As an emerging growth company, BHM pays no company cash compensation to executive officers; equity grants in 2024 were time-based LTIP units with no stock options granted, limiting direct pay-for-performance metrics disclosure in the proxy .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bluerock Residential Growth REIT, Inc. | Executive Vice President, Operations | Nov 2018 – Oct 2022 | Responsible for operational and financial performance of multi-family portfolio |
| Apartment & Investment Management Company (NYSE: AIV) | Senior Vice President, Financial Operations; earlier roles | 2005 – 2016 | Led financial operations; progressive responsibilities in financial management |
| The Irvine Company Apartment Communities | Senior Vice President, Financial Operations | 2016 – 2018 | Oversaw Revenue Management, Business Intelligence, and Portfolio Management |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Company-paid base salary | None (paid by Manager, not by BHM) | None (paid by Manager, not by BHM) |
| Target bonus % | Not disclosed (BHM pays no cash comp to execs) | Not disclosed (BHM pays no cash comp to execs) |
| Actual cash bonus paid by BHM | None | None |
Performance Compensation
2024 executive officer equity grants were time-based LTIP units; no stock options were granted in 2024. Performance units are authorized under amended plans, generally with ≥1-year vesting and potential acceleration upon change in control, but DiFranco’s 2023–2025 awards disclosed are service-based vesting LTIPs .
| Award | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Initial Staking Grant (LTIP Units) | Service-based | 100% | N/A | N/A | 12,816 included in total; plus additional tranche unvested | 6,408 vested 11/3/2023; 6,408 vested 11/3/2024; 19,221 remaining unvested to vest ratably over Remaining Initial Staking Grant Vesting Dates |
| 2023 Annual Incentive Grant (LTIP Units) | Service-based | 100% | N/A | N/A | 2,471 LTIPs | 1,236 vested 5/25/2024; 1,235 vested 4/1/2025; 1,235 remaining unvested to vest on Remaining 2023 Annual Incentive Grant Vesting Date |
| 2024 Annual Incentive Grant (LTIP Units) | Service-based | 100% | N/A | N/A | 1,714 LTIPs | 1,714 vested 4/30/2025; 3,427 remaining unvested to vest ratably over Remaining 2024 Annual Incentive Grant Vesting Dates |
| 2025 Annual Incentive Grant (LTIP Units) | Service-based | 100% | N/A | N/A | 4,136 LTIPs (remaining unvested) | Will vest ratably over the Remaining 2025 Annual Incentive Grant Vesting Dates |
Notes:
- No stock options were granted to any executive officers in fiscal 2024 .
- Performance units may be granted under the Amended 2022 Incentive Plans with ≥1-year vesting and change-in-control exceptions; settlement can be in cash, Class A shares, LTIP units, other securities, or combinations; sale of more than 50% of shares issued in settlement is restricted for one year or until termination .
Equity Ownership & Alignment
| Holding (as of April 11, 2025) | Amount | Ownership % |
|---|---|---|
| Class A Common Stock | 419 | Less than 1% |
| OP Units | 55,881 | Less than 1% |
| LTIP Units (vested) | 17,001 | 1.25% of LTIP Units outstanding |
| Unvested LTIP Units (not in totals above) | 19,221 Initial Staking; 1,235 (remaining 2023); 3,427 (remaining 2024); 4,136 (remaining 2025) | Not applicable (unvested units excluded from totals) |
Stock ownership guidelines:
- Other executive officers must own Company equity valued at a minimum of $750,000 within 5 years; LTIP and OP units count toward compliance; stock options do not .
- As of December 31, 2024, all directors and executive officers were in compliance or on track within the 5-year period .
Hedging and pledging:
- Anti-hedging policy prohibits shorts, options, collars, swaps, forwards, and frequent trading designed to hedge Company securities .
- Pledging policy prohibits pledging any Company securities required under ownership guidelines; limited pledging of excess holdings is permitted only with audit committee pre-approval and strict leverage limits (max 30% of time-weighted collateral package) and annual certifications; hedging via pledging is prohibited .
Disposition limits:
- Participants may not sell more than 50% of shares or equity interests (including LTIP Units) covered by other equity-based awards before the first anniversary of becoming nonforfeitable or termination of service .
Employment Terms
- Externally managed: BHM has no employees; executive officers (including DiFranco) are employees of the Manager; BHM does not pay cash compensation to executives and instead grants equity under its Incentive Plans .
- Incentive Plans: Amended 2022 Individuals and Entities Plans authorize stock awards, options, SARs, performance units, incentive awards, and other equity-based awards; compensation committee administers awards; awards generally carry ≥1-year vesting with change-in-control exceptions; settlement flexibility (cash, shares, LTIP units) .
- Clawback: BHM adopted a clawback policy to recoup Incentive Fees from the Manager in case of a material restatement; recovery can include prior or future fee adjustments as determined by the board/compensation committee .
- Non-compete, non-solicit, severance, and change-of-control economics specific to DiFranco’s employment agreement are not disclosed in the proxy; vesting acceleration under plans in change in control is disclosed generally via plan terms .
Vesting Schedules and Insider Selling Pressure
| Vest date (oldest → newest) | Units vested (by grant) |
|---|---|
| Nov 3, 2023 | Initial Staking: 6,408 LTIP Units |
| May 25, 2024 | 2023 Annual Incentive: 1,236 LTIP Units |
| Nov 3, 2024 | Initial Staking: 6,408 LTIP Units |
| Apr 1, 2025 | 2023 Annual Incentive: 1,235 LTIP Units |
| Apr 30, 2025 | 2024 Annual Incentive: 1,714 LTIP Units |
| Future (ratable, dates per plan) | Initial Staking remaining: 19,221 LTIP Units; 2023 remaining: 1,235; 2024 remaining: 3,427; 2025 Annual: 4,136 |
- Selling pressure mitigants: one-year disposition limits on more than 50% of shares issued from awards ; multi-year ratable vesting; no options that could create forced expiry dynamics; anti-hedging and pledging constraints .
Compensation Committee Analysis
- The compensation committee (independent directors; chair: Romano Tio) oversees executive compensation, plans, and Manager fee programs; it engaged Farient Advisors to analyze equity incentive practices and share reserve sizing for the Amended 2022 Incentive Plans in 2025 .
- BHM is an emerging growth company and is not required to conduct say-on-pay or disclose full CD&A; the proxy uses scaled disclosures .
Investment Implications
- Alignment: DiFranco’s equity exposure is primarily via LTIP and OP units; he holds limited direct Class A shares; strong ownership guidelines ($750k) and compliance/on-track status support alignment, while anti-hedging and limited pledging reduce misalignment risk .
- Retention and overhang: Significant unvested LTIP tranches through multiple future dates create retention hooks and stagger selling, lowering near-term insider selling pressure; disposition caps on newly vested equity further moderate supply .
- Pay-for-performance: 2023–2025 awards disclosed for DiFranco are service-based, not explicitly tied to financial metrics; investors should monitor any future adoption of performance units (TSR/FFO/EBITDA) under the amended plans to strengthen pay-performance linkage .
- Change-in-control: Plan terms permit acceleration in change-in-control scenarios, which could crystallize awards; this is typical but can create event-driven supply; mitigated by one-year sale restrictions on a portion of settled shares .