Scott S. Ingraham
About Scott S. Ingraham
Independent Trust Manager of Camden Property Trust since 1998; age 71; BBA from University of Texas at Austin. Co-owner of Zuma Capital; co-founder, Chairman & CEO of Rent.com (1999–2005); former President & CEO of Oasis Residential, a public apartment REIT merged into Camden in 1998. Brings extensive financial, REIT, and commercial real estate expertise and prior public-company executive and director experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zuma Capital | Co-owner (private equity/angel investing) | Not disclosed | Investor, strategic advisor |
| Rent.com | Co-founder, Chairman & CEO | 1999–2005 | Built and sold internet residential real estate site to eBay |
| Oasis Residential, Inc. (apartment REIT) | President & CEO | 1992–1998 | Led operations until merger with Camden |
| Real estate finance/mortgage/investment banking | Executive roles | Pre-1992 | Capital markets, finance experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Kilroy Realty, Inc. (office REIT) | Director (current) | Not disclosed | Current public company directorship |
| RealPage, Inc. (property management software) | Director (past) | 2012–2021 | Past public company directorship (company later taken private) |
Board Governance
- Independence: Independent Trust Manager; Camden has a majority-independent board under NYSE standards .
- Committee assignments and engagement:
- Compensation Committee (member); met 2 times in 2024 .
- Nominating, Corporate Governance, & Sustainability Committee (member); met 1 time in 2024 .
- Executive Committee (member); met none in 2024 .
- Attendance: All Trust Managers attended at least 80% of Board/committee meetings in 2024; all were present at the 2024 Annual Meeting .
- Executive sessions: Regular independent executive sessions before/after Board meetings; Lead Independent Trust Manager presides when Chair/CEO is not present .
- Board leadership and oversight: Independent committees and a Lead Independent Trust Manager structure; committee charters cover compensation oversight, succession planning, risk, and related-party reviews .
Fixed Compensation
| Item | Detail | Amount |
|---|---|---|
| Annual cash fees | Committee membership fees (Comp: $10,000; NCG&S: $8,000; Executive: none) | $18,000 (2024) |
| Annual director retainer | $80,000 cash, with election to receive shares valued at 150% of cash; many directors elected shares | Structure per policy |
| Equity grant (re-election) | Fully vested share award at Annual Meeting (May 10, 2024) | $110,035 grant-date value |
| Equity in lieu of retainer | Share award for electing stock in place of $80,000 cash fee; vests 25% at grant, 25% annually over 3 years; accelerates at age 65 | $120,048 grant-date value; accelerated for age ≥65 |
| Total director compensation | Fees + stock awards total for 2024 | $248,083 |
| 2025 adjustments | Annual equity award increased to $120,000; some cash fees modestly raised (e.g., NCG&S member to $9,000) | Effective May 9, 2025 |
Notes:
- Non-employee directors may defer compensation under Camden’s non-qualified deferred compensation plan .
- Equity awards granted in lieu of cash retainer fully vest for directors aged ≥65; Ingraham had no unvested director equity at year-end due to age .
Performance Compensation
- Non-employee director compensation is not performance-based; no specific performance metrics or bonus formula disclosed for directors .
Other Directorships & Interlocks
| Company | Overlap/Interlock Potential | Observation |
|---|---|---|
| Kilroy Realty (office REIT) | Sector adjacency (real estate) | No Camden-related conflicts disclosed |
| RealPage (property software) | Industry vendor to multifamily; past board service | No related-party transactions disclosed; NCG&S reviews any transactions with directors/officers |
Expertise & Qualifications
- Financial, REIT, and commercial real estate domain expertise; public-company CEO experience; corporate governance familiarity from multiple boards .
- Background includes capital markets, internet platform leadership, and investment roles, which support Compensation and NCG&S committee responsibilities .
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Beneficial ownership | 146,440 | Less than 1% of class (“*”) |
| Options exercisable (rabbi trust) | 80,291 | Exercisable within 60 days; part of deferred compensation structure |
| Unvested share awards | None | Age ≥65 results in full vesting; no unvested awards at 12/31/2024 |
| Pledged shares | None disclosed | No pledging disclosure for Ingraham; Camden discourages pledging and prohibits hedging |
| Ownership guidelines | 5× annual cash fee within 5 years | All non-employee Trust Managers in compliance |
Governance Assessment
- Strengths:
- Long-serving independent director with deep REIT operating and capital markets experience; active on Compensation and NCG&S committees central to investor alignment and board refreshment .
- Strong attendance record (≥80%); regular independent executive sessions enhance oversight .
- Director equity taken in lieu of cash retainer indicates alignment; no unvested awards outstanding due to age policy; no pledging disclosed for Ingraham .
- Compensation Committee uses an independent consultant (CBIZ); no interlocks or insider participation; clawback policy in place; say-on-pay support ~91% in 2024 .
- Potential considerations:
- Tenure since 1998 provides institutional knowledge but underscores importance of ongoing board refreshment; Camden maintains a mandatory retirement practice (no re-election after age 75 absent exception) and has refreshed board since 2017 .
- Executive Committee met none in 2024; practical authority exists for transactions when full Board is impractical, but usage was not required—monitor utilization and oversight balance if circumstances change .
Overall, Ingraham’s committee roles (Compensation and NCG&S) and equity alignment support board effectiveness and investor confidence, with no related-party transactions or hedging/pledging red flags disclosed .