Ryan S. MacDonald
About Ryan S. MacDonald
Chief Investment Officer of Bluerock Homes Trust (BHM) and its external manager; age 42; B.A. in Economics from the University of Maryland, College Park . He has been involved with ~$11 billion of real estate transactions during his tenure with Bluerock since 2008 and currently also serves as Co‑Chairman of IQHQ, Inc. and on the board of directors for the Townsend Group . BHM is externally managed and does not pay cash compensation to executive officers; they are employees of the Manager . Company performance has improved: revenues grew from $41.0m in FY2023 to $48.6m in FY2024 and net income moved from a loss to breakeven; EBITDA grew over the same period, supporting improved investment capacity and dividend signaling under his purview (he publicly underscored dividend policy in March 2025) .
Company performance (context for pay-performance alignment):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues (USD) | 40,999,000 | 48,584,000 |
| EBITDA (USD) | 11,222,000* | 13,453,000* |
| Net Income (USD) | -4,373,000 | 32,000 |
| YoY Revenue Growth | — | 18.5% (derived) |
| YoY EBITDA Growth | — | 19.9% (derived) |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bluerock Residential Growth REIT, Inc. | Chief Investment Officer | Jan 2021 – Oct 2022 | Led investment strategy for multifamily REIT; continued long-tenured Bluerock leadership . |
| Bluerock Residential Growth REIT, Inc. | Chief Acquisitions Officer | Oct 2017 – Jan 2021 | Led acquisitions through a key growth phase . |
| Bluerock (affiliates) | Senior investment roles | 2008 – present | Involved in ~$11B of real estate transactions . |
| PNC Realty Investors | Investment Analyst | Pre-2008 | Early institutional investing role . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| IQHQ, Inc. | Co‑Chairman | Current | External leadership position . |
| The Townsend Group | Director | Current | Board role at a real assets advisory firm . |
Fixed Compensation
- BHM has no employees; all executive officers (including CIO) are employees of the external Manager. BHM does not pay any cash compensation or benefits to its executive officers and did not expect to pay in 2025. As an emerging growth company, BHM omits CD&A and tabular executive compensation disclosures .
Implications:
- Base salary, target bonus %, and actual bonus for Mr. MacDonald are not disclosed (paid by the Manager, not the Company) .
Performance Compensation
Equity awards are the Company’s primary instrument affecting executive alignment (granted to officers of the Manager who serve BHM). In 2024, equity awards to executive officers (other than the CEO) were time‑based LTIP Units with three‑year vesting; no stock options were granted in 2024 . Mr. MacDonald’s LTIP detail is below.
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| LTIP Units – Initial Staking Grant | None (time‑based) | N/A | N/A | N/A | 32,464 granted (vested 16,232 on 11/3/23 and 16,232 on 11/3/24); 48,696 remaining unvested | Remaining 48,696 vest ratably on Nov 3 of 2025, 2026, 2027 (16,232 each) . |
| LTIP Units – 2024 Annual Incentive Grant | None (time‑based) | N/A | N/A | N/A | 17,136 total (5,712 in 2025; 11,424 unvested) | 5,712 vest on Apr 30, 2025; remaining 11,424 vest Apr 30, 2026 and Apr 30, 2027 (5,712 each) . |
| Stock Options | — | — | — | — | No awards to execs in 2024 | No stock options granted in 2024 . |
Additional plan features and administration:
- Equity awards under the 2022/Amended 2022 Incentive Plans are approved by the Compensation Committee; the administrator can accelerate vesting in connection with involuntary termination or death/disability .
- Anti‑timing practices: no equity grants near material filings; no options in 2024 .
Equity Ownership & Alignment
Beneficial ownership (as of April 11, 2025):
| Security | Amount Beneficially Owned | Percent of Class | Combined Units Owned | Percent of Combined Common Stock Units |
|---|---|---|---|---|
| Class C Common Stock | 341 | 4.02% | 519,602 | 4.12% |
| OP Units | 481,085 | 6.53% | — | — |
| LTIP Units (vested) | 38,176 | 2.81% | — | — |
Sources: Beneficial ownership table and footnotes .
Stock ownership and trading policies:
- Ownership guidelines: CEO $2.5m; other executive officers (incl. CIO) $750k; independent directors 3x cash retainer. As of Dec 31, 2024, all were in compliance or on track within five years .
- Anti‑hedging: hedging prohibited for directors, officers, and employees .
- Pledging: prohibited for guideline‑required shares; limited pledging allowed only for excess shares, subject to Audit Committee pre‑approval, annual certifications, and strict leverage cap (pledged shares ≤30% of the time‑weighted value of the lender’s collateral package) .
- Insider trading policy: pre‑clearance, blackout periods, prohibits shorts, options, and analogous hedges .
Near‑term vesting/supply calendar (insider selling pressure proxy):
- 5,712 LTIP Units scheduled on Apr 30, 2025 (2024 annual grant) .
- 16,232 LTIP Units scheduled on each of Nov 3, 2025; Nov 3, 2026; Nov 3, 2027 (initial staking grant) .
- 5,712 LTIP Units scheduled on Apr 30, 2026 and Apr 30, 2027 (remaining 2024 annual grant) .
Employment Terms
- Executive employment: Officers (including CIO) are employees of the external Manager; Company does not disclose individual employment contracts, severance multiples, or CoC terms for executives employed by the Manager .
- Management Agreement: Term expires Oct 6, 2025; auto‑renews annually unless terminated/non‑renewed per terms .
- Fees: Base management fee = 1.50% of new stockholders’ equity per year; quarterly incentive fee in arrears (see agreement). From 4Q24, base fee paid in cash (unless otherwise agreed); incentive fee 50% in C‑LTIP Units; expense reimbursements paid in cash or C‑LTIP at board discretion .
- 2024 related amounts: Base management fee $9.1m (partly paid in C‑LTIP Units); 2023 base fee $7.9m (all C‑LTIP). No incentive fees in 2024 or 2023 . Operating expense reimbursements: $4.4m in 2024; $2.8m in 2023; direct expense reimbursements $0.4m in 2024; $0.3m in 2023 .
- Clawback policy: recoupment of incentive compensation upon accounting restatement due to material noncompliance .
- Equity plan “Good Reason” (for plan purposes): Includes material diminution in title/authority/responsibilities, material pay reduction, or 35+ mile relocation; notice and cure provisions apply .
- Say‑on‑pay: As an EGC, BHM is exempt from certain executive compensation disclosures and advisory votes .
Additional Performance & Track Record Notes
- Dividend policy signaling: On March 11, 2025, BHM declared a 2025 dividend of $0.50 annualized ($0.125 quarterly). Mr. MacDonald stated the declaration reflects alignment of shareholder returns with operational performance and cash flow stability .
Compensation Committee (governance context)
- Members: Romano Tio (Chair), Elizabeth Harrison, I. Bobby Majumder; fully independent .
- Responsibilities include oversight of Manager compensation arrangements (fees) and administration of equity plans .
Investment Implications
- Alignment and incentives: Because executives are paid by the external Manager and company awards are predominantly time‑based LTIP Units (no options in 2024), individual pay‑for‑performance linkage is less explicit at the executive level; alignment relies on ownership guidelines, anti‑hedging, limited pledging, and equity vesting over multi‑year periods .
- Supply overhang/insider selling pressure: A defined vesting calendar through 2027 (notably Nov 3 annually and Apr 30 annually) could create periodic liquidity events; monitoring Form 4s around these dates is prudent .
- External management economics: Base fee (1.5% of new equity) and potential incentive fee structure create sensitivity to equity issuance and performance; 2024 saw no incentive fee, and base fees/reimbursements are meaningful cash outflows. The shift to cash payment for base fees and reimbursements reduces equity dilution but raises cash needs, relevant to dividend capacity and growth investments .
- Execution progress: Revenue and EBITDA growth with breakeven net income improvement in 2024, plus dividend maintenance, support confidence in operating momentum; however, absence of disclosed performance‑conditioned equity for executives may temper strong pay‑for‑performance signaling at the individual level .