Jana Cohen Barbe
About Jana Cohen Barbe
Independent director of Invitation Homes since November 2018; age 62. Former senior partner at Dentons with more than 25 years advising financial institutions on affordable housing and community development investments and holding firm leadership roles (Global Vice Chair; Global Real Estate Practice Chair; Chair, Global Financial Institutions Sector). Holds a CERT Certificate in Cybersecurity Oversight (NACD/Carnegie Mellon). Current external roles include director at The Boler Company and strategic advisor on affordable housing since 2021. Committees: Audit; Nominating & Corporate Governance (designated to become Chair post-2025 AGM).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dentons (global law firm) | Senior Partner; Global Vice Chair; Global Real Estate Practice Chair; Chair, Global Financial Institutions Sector | Prior to 2021; more than 25 years | Led real estate and financial institutions practices; advised on regulated affordable housing and community development investments. |
| Catalyst, Inc. | Past Chairperson, Board of Advisors | Not specified | Women’s advocacy leadership and governance impact. |
| Thresholds (IL non-profit) | Past Chairperson; Life Director | Not specified | Oversight for housing/supportive services organization. |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| The Boler Company (owner of Hendrickson International) | Private company | Director | Supplier in heavy-duty truck/trailer systems; independent director. |
| Strategic advisor (private equity/financial institutions) | Advisory | Strategic business advisor on affordable housing | Since 2021. |
| CERT Cybersecurity Oversight (NACD/SEI) | Certification | CERT Certificate holder | Board-level cyber oversight credential. |
Board Governance
- Independence: Board affirmed Ms. Barbe is independent under NYSE standards and INVH guidelines.
- Committees (current): Audit; Nominating & Corporate Governance.
- Committee leadership: Designated to become Chair, Nominating & Corporate Governance Committee following 2025 Annual Meeting (assuming election).
- Attendance: In 2024, Board held 6 meetings; Audit 6; Compensation 5; Nominating 4; Investment & Finance 6. Each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting.
- Executive sessions and board structure: Independent chair (separate from CEO); regular executive sessions; all three governance-related committees fully independent.
- Related-party oversight: Robust related-person transactions policy with Audit Committee review; directors recuse from votes on matters where they are interested.
Fixed Compensation
Program design (non-employee directors):
- Annual cash retainer $85,000; Board Chair $235,000.
- Committee membership retainer $12,500 per committee; Committee Chair retainer $25,000.
- Annual RSU grant $190,000, time-vesting in full at next annual meeting; dividend equivalents paid.
Jana Cohen Barbe – director compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Cash fees ($) | 98,709 | 110,000 |
| Stock awards ($, grant-date fair value) | 190,008 | 190,015 |
| Total ($) | 288,717 | 300,015 |
Performance Compensation
- Performance-conditioned director pay: None disclosed; annual equity awards are time-vesting RSUs (no PSUs/options; no performance metrics).
| Component | Structure | Performance Metrics |
|---|---|---|
| Annual director equity | RSUs vesting at next AGM; dividend equivalents | None for directors (time-vesting only). |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Relevance |
|---|---|---|---|
| The Boler Company | Private | Director | Unrelated to single-family rental; no INVH customer/supplier interlock disclosed. |
| Non-profit roles (Thresholds; Catalyst) | Non-profit | Leadership roles | Governance and social impact credentials. |
Expertise & Qualifications
- Real estate and finance background, including chairing Dentons’ Real Estate Practice and Financial Institutions Sector.
- Affordable/workforce housing regulatory expertise and transactional experience.
- Cybersecurity oversight training (CERT) relevant to Audit Committee risk oversight.
- Strategic corporate responsibility leadership.
Equity Ownership
As of the March 20, 2025 record date:
- Beneficial ownership: 28,068 shares (<1%).
- Shares outstanding: 612,883,131; implied ownership ≈ 0.0046% (derived from disclosed numerator/denominator).
- Unvested RSUs outstanding as of year-end 2024: 5,330 (director annual award).
- Prior-year unvested RSUs as of year-end 2023: 5,655.
- Hedging/pledging: Company prohibits hedging and restricts pledging; directors subject to stock ownership guideline of 5× annual cash retainer (individual compliance not disclosed).
| Ownership Detail | Value |
|---|---|
| Common shares beneficially owned | 28,068 |
| % of shares outstanding | ~0.0046% (28,068/612,883,131) |
| Unvested RSUs (12/31/2024) | 5,330 |
| Unvested RSUs (12/31/2023) | 5,655 |
| Ownership guideline | 5× annual cash retainer for directors |
| Hedging/pledging policy | Hedging prohibited; pledging restricted |
Governance Assessment
- Board effectiveness signals: Independence affirmed; multi-committee experience; slated elevation to Chair of Nominating & Corporate Governance enhances oversight of director succession, independence determinations, and sustainability oversight.
- Engagement/attendance: Meets Company expectations (≥75% attendance); full director attendance at 2024 annual meeting; supports active oversight.
- Pay alignment: Emphasis on equity (time-vesting RSUs) and robust ownership guidelines; no perquisites/tax gross-ups; no meeting fees—reduces misaligned incentives and emphasizes long-term alignment.
- Conflicts oversight: Formal related-person transaction policy with Audit Committee review and recusal; no specific related-person transactions involving Ms. Barbe are described in the proxy; independence reaffirmed after annual review.
- Risk oversight competency: Cybersecurity credential supports Audit Committee’s risk and cyber oversight responsibilities.
RED FLAGS: None disclosed specific to Ms. Barbe in the proxy materials (no pledging/hedging allowed; no director-related party transactions described). Continued monitoring warranted given expanded governance chair role.