Jeffrey E. Kelter
About Jeffrey E. Kelter
Jeffrey E. Kelter (age 70) is an independent director of Invitation Homes (INVH) who has served on the board since 2017. He chairs the Investment and Finance Committee and sits on the Nominating and Corporate Governance Committee, bringing over two decades of REIT CEO/investment leadership and industrial real estate expertise; the board has affirmatively determined he is independent under NYSE and company standards . His board tenure currently stands at ~8 years (director since 2017), consistent with the board’s refreshment practices .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KSH Capital | Co‑Founder and Partner | 2015–present | Provides capital and expertise to real estate entrepreneurs |
| KTR Capital Partners | Founding Partner & CEO | 2005–2015 | Built leading North American industrial real estate platform; sold to Prologis/Norges in 2015 |
| Keystone Property Trust | President, CEO, Trustee | 1997–2004 | Founded predecessor in 1982; took public in 1997; led until 2004 sale |
| Penn Square Properties, Inc. | President & CEO | c. 1982–1997 | Founded and led real estate company (predecessor to Keystone) |
| Gramercy Property Trust (NYSE: GPT) | Director | 2015–2018 | Public company board experience (real estate) |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Bridger Aerospace Group Holdings, Inc. (NASDAQ: BAER) | Chairman of the Board | Current | Public company chair role |
| Urban Land Institute | Trustee | Current | Industry leadership |
| Cold Spring Harbor Laboratory | Trustee | Current | Non-profit governance |
| Northwell Health Cancer Institute | Advisory Council Member | Current | Advisory role |
| Westminster School; Trinity College | Trustee (former) | Past | Education non-profit governance |
Board interlock note: Another INVH director, H. Wyman Howard III, also serves on Bridger Aerospace’s board, creating a network interlock; no INVH-related related-party transaction is disclosed tied to this interlock .
Board Governance
- Independence and structure
- Independent director; board determined Kelter meets all NYSE and company independence criteria .
- Current committee roles: Chair, Investment & Finance; Member, Nominating & Corporate Governance .
- Attendance and engagement
- In 2024, the board held 6 meetings; I&F 6; NCG 4; all directors met the ≥75% attendance expectation and attended the 2024 annual meeting .
- Executive sessions/oversight
- Board holds regular independent executive sessions; independent chair presides (Michael D. Fascitelli) . Audit Committee oversees ERM including cybersecurity; NCG oversees governance/sustainability; Compensation Committee oversees human capital and compensation risk .
Fixed Compensation
Structure and Mr. Kelter’s 2024 cash fees:
| Component | Detail | Amount (USD) |
|---|---|---|
| Annual board retainer (cash) | Standard non‑employee director retainer | $85,000 |
| Committee membership retainer | Per committee (Kelter: NCG member) | $12,500 |
| Committee chair retainer | Investment & Finance Committee Chair | $25,000 |
| Total cash fees (2024) | Sum of above | $122,500 |
| Meeting fees | Not paid (attendance expected) | $0 |
Program features: no perquisites, no tax gross‑ups for directors; robust stock ownership guideline of 5× annual board cash retainer; emphasis on equity to align with shareholders .
Performance Compensation
Directors receive time‑vesting RSUs (no performance conditions), granted on the date of the annual meeting and vesting at the following year’s annual meeting; dividend equivalents paid commensurate with shareholder dividends .
| Equity Award | Grant Basis | Grant Value (2024) | Unvested RSUs at 12/31/24 | Vesting |
|---|---|---|---|---|
| Annual RSU | Fixed value, time‑based | $190,015 | 5,330 RSUs | Full vest at next annual meeting, subject to service |
Other Directorships & Interlocks
| Company/Entity | Public? | Role | Interlock/Notes |
|---|---|---|---|
| Bridger Aerospace Group Holdings, Inc. (BAER) | Yes | Chairman | INVH director H. Wyman Howard III is also a BAER director (board network interlock) |
| Gramercy Property Trust (GPT) | Former public | Director (2015–2018) | Prior public board service in REIT sector |
| ULI; Cold Spring Harbor Laboratory; Northwell Health Cancer Institute | No (non-profit/industry) | Trustee/Advisory roles | External governance/industry engagement |
INVH overboarding limits: max 4 public boards; Kelter’s known public board count (INVH + BAER) is within limits .
Expertise & Qualifications
- Real estate/REIT operator-investor: Former CEO of Keystone Property Trust and KTR Capital Partners; extensive industrial real estate and capital allocation experience .
- Investment and portfolio oversight: Chairs INVH’s Investment & Finance Committee, which oversees investments, asset performance, JVs, and financing strategy .
- Governance and strategy: Service on multiple boards (public and non-profit) with board-recognized skills in strategy, governance, and risk .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 51,702 shares; <1% of outstanding |
| Unvested RSUs (as of 12/31/24) | 5,330 RSUs (2024 annual grant) |
| Ownership guidelines | Directors required to hold equity ≥5× annual board cash retainer; expected within 5 years; 50% retention until met |
| Hedging/pledging | Company policy prohibits hedging and pledging/borrowing against company stock by directors, officers, associates |
No director‑specific disclosure of pledged shares or hedging; policy prohibits such practices .
Governance Assessment
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Positives
- Independent, experienced REIT operator heading the Investment & Finance Committee—clear alignment with INVH’s capital deployment and financing oversight needs .
- Strong engagement norms (attendance ≥75% in 2024; all directors attended annual meeting) and robust governance architecture (independent committee leadership, stock ownership requirements, anti‑hedging/pledging) that support investor alignment .
- Director pay mix emphasizes equity with one‑year vesting, reinforcing near‑term alignment without introducing performance metric gaming at the board level .
-
Watch items
- Network interlock with BAER (Kelter as BAER Chair; Howard also a BAER director). Not inherently problematic, but should be monitored for any potential conflicts if INVH and BAER relationships ever arise; no related‑party transactions disclosed and a formal related‑person transaction policy/approval framework is in place .
- Director equity is time‑based rather than performance‑based (common and appropriate for directors), so alignment relies on ownership guidelines and prohibited hedging/pledging to mitigate risk appetite concerns .
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Overall view
- Kelter’s industrial REIT and capital markets background, combined with his role chairing the Investment & Finance Committee, enhances board effectiveness in core strategic areas for INVH, with independence and governance safeguards supporting investor confidence .