Romano Tio
About Romano Tio
Independent director of Bluerock Homes Trust, Inc. (BHM) since October 2022; age 65; extensive real estate finance career with senior roles at Greystone, Ackman-Ziff, RM Capital Management, HCP Real Estate Investors, and Carlton Group. Holds a B.S. in biochemistry (Hofstra University, 1982). Previously served on the board of Bluerock Residential Growth REIT, Inc. (BRG) from January 2009 to October 2022; currently also an independent trustee for Bluerock-sponsored interval funds. Determined independent under NYSE American, SEC, and company guidelines after review of potential Greystone connections; board reaffirmed independence for committee service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greystone (commercial real estate finance & investment) | Senior Managing Director | Mar 2021–Mar 2023 | Screened from any Company transactions; compensation not impacted by Company-related Greystone income per independence review. |
| Ackman-Ziff (real estate capital advisory) | Senior Managing Director | Jun 2017–Mar 2021 | Institutional capital advisory expertise; real estate finance. |
| RM Capital Management LLC | Managing Director | May 2009–Jun 2017 | Boutique real estate investment/advisory; transaction execution. |
| HCP Real Estate Investors (Harbinger affiliate) | Managing Director; co-head of commercial real estate | Jan 2008–May 2009 | Event/distressed strategies; leadership role. |
| Carlton Group Ltd. | Managing Director | Aug 2003–Dec 2007 | Involved in $2.5B+ of CRE transactions. |
| Real estate sales & brokerage | Various roles | ~25 years (prior) | Broad transactional footprint. |
External Roles
| Organization | Type | Role | Tenure | Notes |
|---|---|---|---|---|
| Bluerock Total Income + Real Estate Fund | Closed-end interval fund | Independent Trustee | Since 2012 | Sponsored by Bluerock; board noted this does not preclude independence. |
| Bluerock High Income Institutional Credit Fund | Registered interval fund | Independent Trustee | Since 2022 | Sponsored by Bluerock; independence reaffirmed. |
| Bluerock Residential Growth REIT, Inc. (BRG) | Public REIT (predecessor) | Independent Director | Jan 2009–Oct 2022 | Predecessor board service for BHM sponsor lineage. |
Board Governance
- Current BHM board: CEO/Chair R. Ramin Kamfar plus four independent directors (Harrison, Jafarnia, Majumder, Tio). Lead Independent Director: I. Bobby Majumder. All three key committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent.
| Committee | Members | Chair | 2024 Meetings | Attendance |
|---|---|---|---|---|
| Audit | I. Bobby Majumder, Kamal Jafarnia, Romano Tio | Majumder (Audit Committee Financial Expert) | 6 | Each director attended all meetings of board and committees served in 2024. |
| Compensation | Romano Tio, Elizabeth Harrison, I. Bobby Majumder | Tio | 3 | Each director attended all meetings of board and committees served in 2024. |
| Nominating & Corporate Governance | I. Bobby Majumder, Kamal Jafarnia, Romano Tio | Majumder | 2 | Each director attended all meetings of board and committees served in 2024. |
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2023 meeting cadence: Board 4, Audit 5, Compensation 2, Nominating 2; each director attended all meetings of the board and committees on which they served (except Jafarnia missed one nominating meeting).
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Independence: Board annually reviews independence; reaffirmed Tio as independent for 2025, noting past Greystone employment and a 2021 Greystone bridge loan to a BRG development project; Tio no longer at Greystone, was screened from dealings, not compensated on any Company transactions, and potential transactions are not expected to be material.
Fixed Compensation
- Structure: Independent directors receive annual cash retainer and equity retainer; additional cash retainers for chair roles and committee membership; no meeting fees disclosed; reasonable out-of-pocket expenses reimbursed.
| Component (Annual) | Amount ($) |
|---|---|
| Base director cash retainer | 50,000 |
| Audit Committee member retainer | 7,500 |
| Compensation Committee chair retainer | 10,000 |
| Nominating & Corporate Governance Committee member retainer | 5,000 |
| Total cash (Tio’s 2024) | 72,500 |
| 2024 Director Compensation (Tio) | Amount ($) | Notes |
|---|---|---|
| Cash fees paid | 72,500 | Base $50,000 + Audit member $7,500 + Comp chair $10,000 + Nom/Gov member $5,000. |
| Equity (LTIP Units) | 75,000 | 5,185 LTIP Units under 2022 Individuals Plan; grant date fair value based on 20-day NYSE American VWAP of $14.4671. |
| Total | 147,500 | Cash + equity retainers for FY 2024. |
Performance Compensation
- Non-employee director equity is retainer-based LTIP Units; no disclosed performance metrics or formulaic targets for directors.
| Award | Units | Vehicle | Fair Value ($) | Pricing Basis | Vesting Terms |
|---|---|---|---|---|---|
| FY 2024 annual director grant (Tio) | 5,185 | LTIP Units (2022 Individuals Plan) | 75,000 | 20-day VWAP $14.4671 | Not disclosed in proxy for director awards. |
- Compensation Committee oversight: Tio chairs the Compensation Committee, which sets CEO/executive goals, reviews executive pay policies, oversees Manager fee plans, administers equity plans, produces the compensation report, and reviews independent director remuneration; no interlocks/insider participation.
Other Directorships & Interlocks
| Entity | Relationship to BHM | Potential Interlock/Conflict Considerations |
|---|---|---|
| Bluerock Total Income + Real Estate Fund | Sponsored by Bluerock | Board stated such fund trusteeship does not preclude independence; no employment or compensation from Company entities beyond board roles. |
| Bluerock High Income Institutional Credit Fund | Sponsored by Bluerock | Same independence determination and rationale as above. |
| Greystone (prior employer) | Potential future financing provider | Independence review detailed screening and lack of role/compensation linkage; any transactions not expected to be material; not considered related-party. |
Expertise & Qualifications
- Deep real estate finance and capital advisory experience across banks, advisory boutiques, and investment firms; involved in $2.5B+ of transactions; long tenure in CRE sales/brokerage. Education: B.S. biochemistry (Hofstra). This expertise underpinned the nomination to continue serving.
Equity Ownership
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Ownership guidelines: Independent directors must own shares valued at a minimum of three times their annual cash retainer; as of Dec 31, 2023, all directors and executive officers were compliant or on track within five years.
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Anti-hedging & pledging: Hedging prohibited; pledging of shares required by ownership guidelines prohibited; limited pledging allowed only above guideline thresholds with Audit Committee pre-approval and strict leverage cap (≤30% of collateral package).
| Security | Amount Beneficially Owned | Percent of Class | As-of Date |
|---|---|---|---|
| Class A Common Stock | 3,211 | <1% | April 11, 2025. |
| OP Units | 23,356 | <1% | April 11, 2025. |
| LTIP Units (vested) | 19,996 | 1.47% | April 11, 2025. |
| Total combined units (A, C, OP, vested LTIP) | 46,563 | <1% of combined vested units outstanding (12,612,716) | April 11, 2025. |
Governance Assessment
- Board effectiveness: Tio’s chairmanship of the Compensation Committee and membership on Audit and Nominating committees, combined with perfect 2024 attendance, supports robust governance engagement.
- Alignment and incentives: Director pay is balanced between cash ($72.5k) and equity ($75k) with ownership guidelines and anti-hedging/pledging controls, indicating reasonable alignment for a small-cap REIT; Tio’s beneficial ownership is <1% but includes OP and LTIP units consistent with REIT structures.
- Conflicts/related-party risk: Prior Greystone affiliation and potential future financing were explicitly mitigated via screening and lack of compensation linkage; board deemed no material relationship and not a related-party transaction. Trusteeships of Bluerock-sponsored funds were also reviewed and deemed compatible with independence.
- RED FLAGS to monitor:
- Any future Company financing transactions involving Greystone or entities where Tio has a role should continue to be pre-screened and evaluated for materiality and independence impacts.
- Pledging above guideline holdings is permitted under strict controls; while mitigated, pledging introduces potential forced-sale risk if leverage caps or monitoring fail—ongoing Audit Committee oversight is key.
- Shareholder oversight: Committee interlocks/insider participation explicitly absent; independent leadership via a Lead Independent Director and fully independent key committees.