Jennifer S. Banner
About Jennifer S. Banner
Independent trustee of Elme Communities since 2022 (age 65), currently serving on the Audit Committee and Corporate Governance/Nominating Committee. Banner is Executive Director of the Management Forum and Consultant with Special Appointment at the University of Tennessee Haslam College of Business, an active CPA (Tennessee), and a long-tenured public-company director with deep audit, compensation, governance, and technology oversight experience (MIT CISR Fellow/Industry Research Fellow) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SchaadSource, LLC | CEO | 2006–Apr 2019 | Led strategic and shared services; real estate-related operating platform . |
| Schaad Companies, LLC | CEO | 2008–2018 | Oversight of diversified real estate holding company; strategy and operations . |
| Schaad Family Office | CEO | 2012–2018 | Family office leadership; governance and investment oversight . |
| Ernst & Whinney (EY) / PYA, P.C. | Tax-focused public accounting | ~22 years | Accounting, tax, audit familiarity; CPA credentials . |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Truist Financial Corporation (NYSE: TFC) | Director | Since 2003 | Audit; Technology; prior Executive Committee; former Chair, Compensation & Human Capital; former Lead Director; also Director, Truist Bank since 2013 . |
| Uniti Group, Inc. | Director | Since 2015 | Audit; Compensation; Chair, Governance Committee . |
| CDM Smith, Inc. (private) | Director | Current | Chair, Finance; Chair, Executive Compensation; Audit member . |
| MIT CISR | Honorary Fellow (2019), Industry Research Fellow | Current | Board-level technology/cybersecurity insights . |
| Prior boards | Director | Past | Federal Reserve Bank of Atlanta (Nashville Branch); First Virginia Banks; First Vantage Bank . |
Board Governance
- Committee assignments: Audit Committee member; Corporate Governance/Nominating Committee member .
- Independence: The Board determined Banner is independent under NYSE rules. Noted relationship: Truist is a lender under Elme’s Credit Agreement; Board concluded Banner has no material relationship to Elme and remains independent .
- Attendance: Board met 8 times in 2024; Audit 4; Compensation 5; Governance/Nominating 4. Each incumbent trustee attended at least 75% of Board and applicable committee meetings; all trustees attended the 2024 annual meeting. Independent trustees held six executive sessions without the CEO, presided by the Lead Independent Trustee .
- Leadership structure: CEO (Paul McDermott) serves as Chair; Benjamin Butcher is Lead Independent Trustee with defined authorities for agendas, information flows, and shareholder liaison .
Fixed Compensation
- Program structure (non-employee trustees): Annual cash retainer $55,000; Lead Independent Trustee +$50,000; annual equity grant $100,000 in fully vested common shares (50% on Dec 15, 50% on earlier of annual meeting date or May 15). Deferred compensation allows deferral of cash and/or share comp into RSUs; cash deferrals credited at weighted average interest on Elme fixed-rate bonds; RSUs receive dividend equivalents .
- Ownership policy: Non-employee trustees must hold shares equal to at least 5x the annual cash retainer, to be achieved within five years of initial election (Banner’s window runs to 2027) .
| Director Compensation (2024) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jennifer S. Banner | 72,500 | 99,974 | 172,474 |
Performance Compensation
Directors do not receive performance-based equity or options; annual grants are fully vested common shares. As part of compensation oversight, Banner helps set and monitor company performance metrics for executives:
| 2024 STIP Metrics | Weight | Threshold | Target | High | Actual Result |
|---|---|---|---|---|---|
| Core FFO/share | 30% | $0.90 | $0.93 | $0.96 | $0.93 |
| Multifamily NOI Growth | 20% | 3.3% | 5.3% | 7.3% | 4.3% |
| Net Debt / Adjusted EBITDA | 15% | 6.0x | 5.5x | 5.0x | 5.7x |
| 2024 Initiatives (Customer Service; Innovation) | 10% | 5 pts | 7 pts | 9 pts | 8.75 pts total |
| Individual Objectives | 25% | Company-set | Company-set | Company-set | Paid per SCT |
| 2024 LTIP Design | Weight | Metric | Threshold | Target | High |
|---|---|---|---|---|---|
| Performance-based equity | 60% | Relative TSR vs FTSE Nareit Residential subset and peer group | 33rd pct | 51st pct | 76th pct |
| Time-based equity | 40% | 3-year ratable vesting | — | — | — |
Other Directorships & Interlocks
- Truist Financial: Elme notes business relationships with Truist and that Truist Securities is a lender under Elme’s Credit Agreement; Board affirmed Banner’s independence given she is not an officer/employee and does not negotiate/approve vendor contracts for Elme .
- Other public boards: Uniti Group (REIT; governance chair), Truist Bank (subsidiary board), plus CDM Smith (private). Elme’s over-boarding limit allows up to three other public boards; Banner’s current public-company roles (two) are within limits .
Expertise & Qualifications
- CPA with 22 years in public accounting; extensive audit and financial oversight experience .
- Governance and compensation leadership across multiple boards; technology oversight via MIT CISR (cybersecurity/digital) .
- Real estate operating and strategic management background (CEO roles at Schaad entities) .
- REIT governance exposure (Uniti Group director) .
Equity Ownership
| Holder | Common Shares Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Jennifer S. Banner | 26,855 | <1% | Includes shares issuable pursuant to vested RSUs . |
- Anti-hedging and anti-pledging: Trustees are prohibited from hedging and pledging company stock; margin loans using Elme shares as collateral are prohibited .
- Director share ownership policy: 5x annual cash retainer within five years of first election; shares received as compensation are transfer-restricted until the Ownership Minimum is met .
Governance Assessment
- Strengths: Independent status affirmed despite Truist relationship; dual committee service (Audit; Governance/Nominating) indicating financial literacy and governance leadership; solid meeting attendance engagement; board holds executive sessions with Lead Independent Trustee oversight; robust governance framework (clawback, anti-hedging/pledging, majority voting, annual elections, no poison pill) .
- Alignment: Director pay mix leans to equity (~$100k equity vs $72.5k cash in 2024), plus mandatory ownership guidelines, supporting skin-in-the-game incentives .
- Potential conflicts (monitored): Truist lender relationship while Banner serves on Truist’s board; Board’s explicit independence determination reduces conflict risk but remains a watch item for credit decisions or fee-bearing engagements with Truist entities .
- Compensation oversight signals: Use of independent consultant (Ferguson Partners), clear STIP/LTIP structures with capped payouts and multi-metric design, and strong say-on-pay outcomes (96%, 94%, 95% approvals in 2022–2024), indicating investor support for pay practices Banner helps oversee .
- Risk indicators: No hedging/pledging allowed; change-in-control provisions for executives are double-trigger; related-party transactions governed by formal policy and Audit Committee review process .