John B. Rhea
About John B. Rhea
Independent director with capital markets and housing policy expertise; age 59; served on Invitation Homes’ board since January 2017 and, prior to IPO, on predecessor boards from October 2015 to January 2017 . Partner at Centerview Partners since September 2020 and director at State Street Corporation since March 2021; previously CEO/Chair of NYC Housing Authority (2009–2014) and senior investment banking roles at Barclays/Lehman (2005–2009) and JPMorgan (1997–2005) . The Board has affirmatively determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NYC Housing Authority | Chairman & CEO | May 2009–Jan 2014 | Led largest public housing authority in North America; policy and regulatory execution |
| Barclays Capital / Lehman Brothers | Managing Director; Co-Head Consumer & Retail IB | May 2005–Apr 2009 | Capital markets leadership; sector coverage |
| JPMorgan Chase & Co. | Managing Director | May 1997–Apr 2005 | Investment banking; deal execution |
| The Boston Consulting Group | Senior Advisor | Jul 2014–Sep 2017 | Strategy advisory |
| PepsiCo | Professional roles (early career) | Not disclosed | Corporate experience |
| Siebert Williams Shank & Co. | Senior Advisor; President, Corporate Finance & Capital Markets | Jun 2017–Sep 2020 | Corporate finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Centerview Partners | Partner | Since Sep 2020 | Independent investment banking advisory |
| State Street Corporation (NYSE: STT) | Director | Since Mar 2021 | Board member of significant INVH shareholder (see interlock) |
| RHEAL Capital Management, LLC | Managing Partner | Since Mar 2014 | Real estate development/investment firm |
| Red Cross Greater New York | Director | Current | Non-profit governance |
| University of Detroit Jesuit High School | Director | Current | Non-profit governance |
Board Governance
- Committees: Compensation & Management Development Committee (member) and Investment & Finance Committee (member) .
- 2025 post-Annual Meeting committee plan: Continues on Compensation & Management Development and Investment & Finance committees (assuming election) .
- Independence: Board determined Rhea is independent under NYSE standards; majority-independent board (90%) .
- Attendance: In 2024, the Board held 6 meetings; Compensation Committee 5; Investment & Finance 6; each director attended at least 75% of their meetings; all directors attended the 2024 annual meeting .
- Governance practices: Separate Chair/CEO, executive sessions of independent directors, stock ownership requirements, hedging/pledging prohibition .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $85,000 | Standard non-employee director retainer |
| Committee membership cash retainer (per committee) | $12,500 | Applies per committee service |
| Committee chair cash retainer (if applicable) | $25,000 | Only for committee chairs (Rhea not chair) |
| Fees earned or paid in cash (Rhea) | $110,000 | Reported 2024 cash fees; consistent with $85k + 2×$12.5k |
| Meeting fees | $0 | No meeting attendance fees |
Performance Compensation
| Component (2024) | Grant Value | Units/Schedule | Performance Metrics |
|---|---|---|---|
| Annual RSU grant | $190,015 | 5,330 unvested RSUs as of 12/31/24; grants on annual meeting date; vest in full at next annual meeting, subject to service | |
| Dividend equivalents | Cash dividends paid on RSUs | Paid on same schedule/form as common dividends | |
| Performance criteria | Not disclosed for directors | Director equity is time-based RSUs; no performance metrics disclosed for directors |
Emphasis on equity in director pay mix and no perquisites or tax gross-ups for directors .
Other Directorships & Interlocks
| Entity | Relationship | Governance Consideration |
|---|---|---|
| State Street Corporation | Rhea is a director; State Street beneficially owns 6.29% of INVH shares | Interlock with >5% shareholder; Board determined Rhea is independent; related-party transaction policy requires Audit Committee review of any such transactions |
Expertise & Qualifications
- Capital markets expertise from senior IB roles at Barclays/Lehman and JPMorgan; partner at Centerview .
- Affordable housing/regulatory leadership as NYC Housing Authority Chair/CEO .
- Real estate investment and development experience via RHEAL Capital .
- Board skills matrix recognizes financial/banking, risk management, legal/regulatory/governance, and executive leadership among director competencies .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 57,018 | As of record date for 2025 proxy |
| Ownership as % of shares outstanding | <1% | Asterisk indicates less than 1% |
| Unvested RSUs | 5,330 | As of 12/31/2024 for non-employee directors |
| Shares outstanding basis | 612,883,131 | Shares outstanding at record date |
| Pledging/Hedging | Prohibited | Company policy bans hedging and pledging |
| Stock ownership guideline | 5× annual cash retainer | Applies to non-employee directors |
| Individual guideline compliance | Not disclosed | Company monitors compliance; individual status not provided |
Governance Assessment
-
Strengths:
- Independence affirmed; robust governance practices (separate Chair/CEO, executive sessions, ownership requirements, hedging/pledging prohibition) support board effectiveness .
- Relevant domain expertise in capital markets, housing policy, and real estate; active roles on Compensation and Investment & Finance committees align with his background .
- Engagement and attendance standards met across the board; no meeting-fee incentives that could distort behavior .
-
Potential red flags and mitigants:
- Interlock with State Street (a >5% INVH shareholder) via his STT board seat may raise perceived conflict risk; mitigated by independence determination and a formal related-party transaction approval policy overseen by independent directors .
- No disclosure of individual compliance against stock ownership guidelines; continued monitoring by Compensation Committee suggested by charter responsibilities .
-
Compensation alignment:
- Equity-heavy director pay (fixed cash + annual time-based RSUs) aligns incentives with shareholders without performance metrics; one-year vesting reduces long-term at-risk profile but maintains annual alignment and service-based commitment .