Jennifer Schrader
About Jennifer Schrader
Jennifer Schrader, 43, is CaliberCos Inc.’s President & Chief Operating Officer and Vice-Chairperson, serving as director since the company’s inception and co-founder in 2009. She oversees asset lifecycle execution and has led acquisition, design, repositioning, and disposition of over $600 million in assets; education includes study of architecture at Lawrence Technological University and an Arizona Real Estate Broker’s license; external roles include Chair of the Caliber Foundation and member of Grand Canyon University’s Colangelo College of Business Advisory Board . Tenure at Caliber: 2009–present (16 years as of 2025) . Company performance context: revenues declined FY2024 vs FY2023, while EBITDA remained negative; bonuses for Schrader fell materially in 2024 vs 2023 (see tables) *.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $77,451,000* | $83,115,000* | $43,713,000* |
| EBITDA ($USD) | $853,000* | -$17,973,000* | -$6,912,000* |
Values marked with * retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CaliberCos Inc. | President & COO; Vice-Chairperson; Director | 2009–present | Led operations/asset management; oversaw $600M+ asset lifecycle execution |
| First United Equites, LLC | Managing Partner | Pre-2009 (prior to forming Caliber) | Acquired, renovated, sold homes for profit |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Caliber Foundation | Chair | 2021–present | Company foundation launched in 2021 |
| Colangelo College of Business Advisory Board (Grand Canyon Univ.) | Advisory Board Member | Not disclosed | Phoenix, AZ |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $450,000 | $450,000 |
| Leadership Compensation ($/month) | $2,083.33 | $2,083.33 |
| Auto Allowance ($/year) | $19,500 (approved arrangement) | $19,500 (approved arrangement) |
| Cash Bonus ($ actual) | $42,500 | $10,000 |
| All Other Compensation ($) | $9,900 | $83,378 (incl. $69,578 loan guarantee fees and 401(k)) |
Performance Compensation
- Pay philosophy: Target near peer median; bonuses are discretionary based on individual and company performance; LTI payable in RSUs under equity plans and subject to vesting per plan provisions .
- No explicit annual performance metric weighting (e.g., revenue/EBITDA/TSR) disclosed; bonus targets and LTI dollar values are set but metric formulas are not provided .
| Incentive Type | Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus | Discretionary (company + individual) | 150% of base ($675,000) | $10,000 (2024) | Cash | N/A |
| Long-Term Incentive (RSUs) | Equity retention/performance (not specified) | $450,000 (guideline) | Grant-date fair value $326,100 (2024) | RSUs | Per 2017/2024 plan; schedules not itemized |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Class A) | 16,178 shares; 1.5% of Class A |
| Beneficial Ownership (Class B) | 185,485 shares; 50.0% of Class B |
| Total Voting Power | 15.3% (Class A + Class B voting together) |
| Vested RSUs (as of record date) | 14,878 vested RSUs |
| RSUs vesting within 60 days | 1,306 RSUs |
| Unvested RSUs outstanding (12/31/2024) | 482,927 units; $337,566 market value |
| Stock Options | None outstanding for Schrader |
| Hedging/Pledging | Company policy prohibits short sales, derivatives/hedging, and pledging/margining company stock |
| Ownership Guidelines | Not disclosed for executives or directors |
| Section 16 Compliance | One late Form 4 filed by Schrader in FY2024; prior-year late Form 4 in Sept 2023 noted company-wide |
Employment Terms
| Term | Provision |
|---|---|
| Agreement | Executive Employment Agreement dated Jan 1, 2019; at-will arrangements adopted Sep 2022 to replace existing agreements |
| Base Salary | $450,000 |
| Leadership Compensation | $2,083.33/month |
| Auto Allowance | $19,500/year |
| Bonus Target | 150% of base (max $675,000) |
| LTI Target | $450,000 in RSUs annually (share count based on 20-day price average) |
| Severance (2019 agreements) | 12 or 36 months of base + leadership comp upon termination without cause or resignation for Good Reason, depending on executive |
| Severance (2022 arrangement) | 12 months of salary upon termination without cause or Good Reason |
| Change-of-Control Terms | Potential payments upon termination or change-in-control referenced; specific triggers/multiples/accelerated vesting not detailed |
| Clawback | Adopted May 15, 2023; recovery of excess incentive comp for 3 years prior to a restatement; no recoveries to date |
Board Governance
- Board Service: Vice-Chairperson and director since inception; nominated for re-election in 2025 .
- Committee Roles: All three committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent; Schrader is not a member .
- Attendance: Each director attended at least 75% of board and committee meetings in 2024 .
- Independence Context: Board identifies 4 independent directors; CWD is a “controlled company” under Nasdaq rules but did not elect the exemption for the 2025 director election; CEO also serves as Chairman (combined roles) .
- Dual-Role Implications: Schrader’s executive status and Vice-Chair role reduce formal independence; committee independence and non-use of controlled-company exemptions in 2025 partially mitigates governance risk .
Performance & Track Record
| Theme | Evidence |
|---|---|
| Asset Execution | Oversaw >$600M of acquisitions/repositionings/dispositions since 2009 |
| Company Revenues | FY2022–FY2024 trend shown below; FY2024 down year [GetFinancials]* |
| EBITDA | Negative in FY2023 and FY2024; modest improvement vs FY2023 [GetFinancials]* |
| Bonus Sensitivity | Cash bonus fell to $10,000 in 2024 from $42,500 in 2023 |
Values marked with * retrieved from S&P Global.
Compensation Structure Analysis
- Mix evolution: RSU grant-date value decreased in 2024 ($326,100) vs 2023 ($397,493), while cash bonus also decreased; suggests higher sensitivity to performance/cash constraints .
- Metric transparency: Bonuses are discretionary without disclosed quantitative weights; performance metric target changes not disclosed .
- Options usage: No option grants to Schrader; equity incentives primarily RSUs (lower risk vs options) .
- Clawback and hedging bans: Strong policy posture (clawback, hedging/pledging prohibitions) aligns with shareholder-friendly safeguards .
Risk Indicators & Red Flags
- Governance concentration: CEO is Chair; Schrader is Vice-Chair and executive, raising independence considerations despite independent committees .
- Financial performance: Revenues declined and EBITDA negative in FY2023–FY2024; potential pressure on incentive outcomes and retention risk if equity value is subdued [GetFinancials]*.
- Section 16: Late Form 4 filing noted for Schrader; not uncommon but warrants process discipline .
Equity Ownership & Beneficial Ownership Details
| Holder | Class A Shares | Class A % | Class B Shares | Class B % | Total Voting Power % |
|---|---|---|---|---|---|
| Jennifer Schrader | 16,178 | 1.5% | 185,485 | 50.0% | 15.3% |
Footnotes: Includes 14,878 fully vested RSUs and 1,306 RSUs vesting within 60 days; Class A excludes spouse holdings (disclaimed) .
Compensation Peer Group & Say-on-Pay
- Peer Group Use: Unaffiliated compensation consultant recommends peer group of similarly sized asset managers; target pay at median .
- Say-on-Pay: No advisory vote outcomes disclosed in 2024–2025 proxies; no shareholder proposal voting results provided .
Employment Contracts, Non-Compete/Other
- Contract term: Indefinite; at-will framework to replace legacy agreements adopted in 2022 .
- Non-compete/non-solicit: Not expressly disclosed in proxy for Schrader’s agreement .
- Garden leave/consulting: Not disclosed .
Director Compensation (for context; employee director)
- Non-employee directors compensated at $75,000 cash annually with option awards; Schrader is an employee director and not part of non-employee director pay .
Investment Implications
- Alignment: Large Class B stake (50%) and 15.3% voting power create strong alignment but also governance concentration; hedging/pledging prohibitions and clawback policy are positives .
- Incentive sensitivity: 2024 bonus compression and lower RSU grant value indicate pay responds to performance/cash constraints; lack of disclosed quantitative performance metrics reduces pay-for-performance transparency .
- Retention and selling pressure: Significant unvested RSU overhang (482,927 units) with near-term vesting suggests limited immediate selling pressure from options; monitor RSU delivery cadence and any Form 4 activity; one late Form 4 noted .
- Governance risk: Dual executive/director role amid a controlled company and combined CEO/Chair warrants continued focus on committee independence and shareholder engagement; board did not invoke controlled-company exemptions for 2025, partially mitigating concerns .
Notes: Financial performance values marked with * retrieved from S&P Global.