R. Ramin Kamfar
About R. Ramin Kamfar
R. Ramin Kamfar, 61, is Chairman of the Board and Chief Executive Officer of Bluerock Homes Trust (BHM) and CEO of Bluerock Homes Manager, LLC (the external manager). He has served on BHM’s board since October 2022 and is not independent; BHM has a Lead Independent Director structure in place. He holds an MBA (Finance, with distinction) from Wharton and a BS (Finance, with distinction) from the University of Maryland, and brings ~30 years across real estate, private equity, and investment banking. As an externally managed REIT, BHM pays no company-level cash compensation to the CEO; his last equity award was granted in November 2022 and vests over five years; BHM did not grant CEO equity in 2024.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bluerock Residential Growth REIT, Inc. | Chairman & CEO | 2008–2022 | Led strategy and operations of predecessor multifamily REIT prior to BHM formation/spin evolution |
| Bluerock (Bluerock Real Estate, L.L.C.) | Founder, Chairman & CEO | 2002–present | Founded Bluerock platform; broad real estate/private equity leadership |
| Lehman Brothers | Investment Banker (M&A/Corporate Finance) | 1988–1993 | Transaction execution and financing background |
| Startup leading to Einstein Noah Restaurant Group, Inc. | Founder/Operator | 1993–2002 | Built a startup into a leading public “fast casual” company |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bluerock Total Income + Real Estate Fund | Chairman, Board of Trustees | 2012–present | Governance of closed-end interval fund |
| Bluerock High Income Institutional Credit Fund | Chairman, Board of Trustees | 2022–present | Governance of interval fund |
| Bluerock Industrial Growth REIT, Inc. | Chairman, Board; CEO of external manager | 2021–present | Leadership of affiliated industrial REIT platform |
Fixed Compensation
As an externally managed REIT, BHM reports that it does not pay cash compensation or benefits to the CEO (or other executives), and did not expect to pay any in 2025.
| Component | 2023 | 2024 | 2025E |
|---|---|---|---|
| Company-paid base salary ($) | — | — | — (not expected) |
| Target annual bonus (%) | N/A | N/A | N/A |
| Actual annual bonus ($) | N/A | N/A | N/A |
Note: Executives are employed by the external Manager; compensation is borne by the Manager, not the Company.
Performance Compensation
BHM’s CEO last received an equity grant in November 2022 (Initial Staking Grant). No CEO equity awards were granted in 2024; other executives received time-based LTIP awards. Awards disclosed are time-based (no explicit performance metrics).
| Equity Incentive | Grant Date | Vesting | Amount/Status |
|---|---|---|---|
| LTIP Units (Initial Staking Grant to CEO) | Nov 3, 2022 | Time-based, 5-year ratable | 50,405 LTIP Units issued to CEO; 25,203 vested 11/3/2023; 25,202 vested 11/3/2024; 75,606 unvested to vest ratably on 11/3/2025, 11/3/2026, 11/3/2027 |
| LTIP Units (Initial Staking Grant to Manager) | Nov 3, 2022 | Time-based, 5-year ratable | 15,376 LTIP Units to Manager; 7,688 vested 11/3/2023; 7,688 vested 11/3/2024; 23,063 unvested to vest ratably on 11/3/2025, 11/3/2026, 11/3/2027; CEO (as controlling person of Manager) has sole voting and investment power over these LTIP Units |
| CEO 2024 equity grants | — | — | No CEO equity grants in 2024 |
Performance metrics/weightings tied to CEO pay are not disclosed (time-based vesting).
Equity Ownership & Alignment
| Security/Measure | Amount | % of Class / Notes |
|---|---|---|
| Class A Common Stock (direct) | 2,019 shares | Percent of class “*” (less than 1%) |
| Class C Common Stock | 5,247 shares | 61.81% of Class C; Class C carries up to 50 votes per share, subject to formula limits |
| OP Units | 156,214 units | 2.12% of OP Units |
| LTIP Units | 1,061,952 units | 78.05% of LTIP Units |
| Equivalent ownership (A + C + OP + vested LTIP) | 1,225,432 units | 9.72% “Percent of Common Stock (3)” (company’s equivalency method) |
| Additional indirect holdings | 4,753,551 OP Units in irrevocable trusts associated with Mr. Kamfar; beneficiaries are immediate family members | See related disclosure |
| Stock ownership guideline (CEO) | $2.5 million minimum ownership | All directors/executives in compliance or on track as of 12/31/2024 |
| Pledging policy | Prohibits pledging required holdings; allows limited pledging of excess holdings with pre-approval, annual certifications, and a 30% collateral cap | Anti‑hedging policy prohibits short sales, options, swaps, collars, etc. |
Vested vs unvested detail: CEO has 75,606 unvested LTIP Units from the 2022 grant (vesting 2025–2027); Manager holds 23,063 unvested LTIP Units from the 2022 grant over which the CEO has control as Manager’s controlling person. These future vest dates may create periodic supply if units are settled/sold.
Employment Terms
BHM is externally managed under a Management Agreement with Bluerock Homes Manager, LLC.
| Term | Details |
|---|---|
| Agreement | Manager provides day-to-day management, investment selection, financing, and advisory services under board-approved guidelines |
| Term and renewal | Current term expires Oct 6, 2025; auto-renews annually unless terminated/not renewed per agreement |
| Fees | Base management fee = 1.50% of “new stockholders’ equity” per year; incentive fee calculated quarterly (definitions per agreement) |
| Fee form changes | Pre-4Q24: base + incentive partly paid in C‑LTIP Units; from 4Q24: base fee payable in cash (unless otherwise agreed); incentive fee 50% in C‑LTIP Units, balance cash or C‑LTIP Units at board discretion |
| 2024 amounts | Base fee recorded $9.1m (of which $3.6m paid/to be paid in C‑LTIP Units; remainder cash); operating expense reimbursements $4.4m; no incentive fee in 2023–2024 |
| Approximate dollar value of CEO’s interest in Company‑incurred amounts (2024) | Base management fee $2.490m; operating/direct expense reimbursement $1.224m; offering expense reimbursements $0.148m (approximate values per company disclosure) |
No company-level employment agreement, severance, change‑of‑control, non‑compete or similar terms are disclosed for the CEO (consistent with external management).
Board Governance
- Role/tenure: Chairman of the Board and CEO; Director since 2022; not independent. Lead Independent Director: I. Bobby Majumder. All key committees are fully independent.
- Board attendance: The board met 4 times in 2024; all directors attended all board and committee meetings.
- Committee memberships: CEO is not listed as a member of the audit, compensation, or nominating/governance committees (all independent).
- Director compensation: Insider director (CEO) received no director fees or LTIP awards for board service in 2024 (— across all categories).
Committee composition (2024):
- Audit: Chair – I. Bobby Majumder; Members – Kamal Jafarnia, Romano Tio.
- Compensation: Chair – Romano Tio; Members – Elizabeth Harrison, I. Bobby Majumder.
- Nominating & Corporate Governance: Chair – I. Bobby Majumder; Members – Kamal Jafarnia, Romano Tio.
Governance policies include stock ownership guidelines, anti‑hedging, pledging restrictions, and a clawback policy applicable to Manager incentive fees upon restatement.
Related Party Transactions (salient items)
- External management: Fees and reimbursements to Manager as detailed above; no incentive fees in 2023–2024.
- Headquarters leasehold cost-sharing with Bluerock Real Estate Holdings, LLC (affiliate): $1.049m receivable at 12/31/2024; includes $925k capital improvements and $124k operating/direct expenses; $450k security deposit by Operating Partnership; change‑in‑control cost-sharing adjustment mechanism.
- BR Amira DST (affiliate): One-time acquisition fee $2.083m payable; 2024 asset management fee $35k; both payable to BR Amira DST Manager, LLC (affiliate).
- Series A Preferred Offering: Related-party dealer manager engaged; 2024 selling commissions $7.3m, dealer manager fees $3.1m, plus $1.0m offering cost reimbursements (reductions to offering proceeds).
Director Compensation (for reference)
| Director | 2024 Cash Fees ($000) | 2024 LTIP Unit Awards ($000) | 2024 Total ($000) |
|---|---|---|---|
| R. Ramin Kamfar | — | — | — |
Independent director retainers: $50k cash + $75k equity; role/committee retainers as specified (Lead Independent $15k; Audit Chair $15k; Comp Chair $10k; N&CG Chair $10k; Audit member $7.5k; Comp member $5k; N&CG member $5k).
Say‑on‑Pay & Shareholder Feedback
BHM is an emerging growth company and is not required to hold say‑on‑pay or say‑on‑frequency votes; it also provides scaled executive compensation disclosure.
Compensation Structure Analysis
- Externalization and cash shift: In 4Q24, BHM shifted the base management fee to cash (from mixed cash/equity), while keeping 50% of incentive fees in C‑LTIP Units. This reduces recurring equity issuance from base fees (lower dilution) but increases cash outflows; incentive alignment remains partly equity-linked through the incentive fee (none paid in 2023–2024).
- CEO equity is time‑based: No disclosed performance metrics or TSR/EBITDA gates tied to CEO awards; 2024 included no CEO grants. Time‑based schedules dilute pay‑for‑performance sensitivity.
- Ownership alignment: Large multi‑class/control position via Class C (61.81% of Class C) with high voting power and significant OP/LTIP holdings; robust stock ownership guidelines ($2.5m for CEO) and anti‑hedging/limited pledging mitigate some misalignment risks.
Risk Indicators & Red Flags
- Dual role: Combined Chairman/CEO; mitigated by Lead Independent Director and fully independent committees.
- Control features: Class C carries up to 50 votes/share; CEO holds majority of Class C and significant OP/LTIP interests, concentrating influence.
- Related parties: Extensive affiliate transactions under oversight policies; company discloses approximate dollar value of CEO’s interest in Manager-related amounts.
- Pledging: Prohibited for required holdings; tightly limited for excess holdings with audit oversight and 30% collateral cap; anti‑hedging prohibited.
Investment Implications
- Alignment vs. liquidity: Shifting base fees to cash reduces ongoing equity issuance/dilution but requires cash outlays; incentive fee, if earned in the future, remains partly equity-paid, preserving some performance alignment (none in 2023–2024). Upcoming vesting tranches (2025–2027) could create periodic selling pressure if monetized.
- Governance and control: Combined Chair/CEO and super‑voting Class C share structure concentrate control; mitigants include Lead Independent Director and independent committees, strong ownership guidelines, anti‑hedging, and restricted pledging.
- Pay-for-performance sensitivity: CEO equity is time-based with no disclosed performance metrics; as an EGC, there is no say‑on‑pay vote. Investors may scrutinize incentive plan amendments (additional 425k shares requested) and equity usage versus performance outcomes over time.
Board Service Summary (requested)
- Board service: Director since 2022; Chairman of the Board and CEO (non‑independent). Not a member of audit/compensation/nominating committees (all independent). Lead Independent Director in place; all directors attended 2024 meetings. Dual role heightens independence concerns but is counterbalanced by independent committee structure and lead director responsibilities.