Ana Marie del Rio
About Ana Marie del Rio
Ana Marie del Rio (age 70) has served as an independent director of Independence Realty Trust, Inc. (IRT) since December 2021. She is Chief Legal Officer for Steadfast Companies, overseeing Legal Services, Compliance, Risk Management, and Human Resources, and previously was a partner in Orrick’s public finance group; she holds a JD (McGeorge School of Law), MPA and BA (USC) and lectures at UC Irvine School of Law. At IRT, she currently chairs the Board’s Risk Committee; the Board has affirmatively determined she is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Steadfast Companies | Chief Legal Officer; manages Legal, Compliance, Risk Mgmt, HR | April 2003–present | Deep legal and risk management oversight for large multifamily platform; operational interface with Steadfast Management Company, Inc. |
| Steadfast Apartment REIT, Inc. (STAR) | Director; Secretary & Compliance Officer | Director: Apr 6, 2020–Dec 2021; Officer: Sep 2013–Aug 2020 | Corporate governance and compliance leadership; prior board service pre-merger with IRT. |
| Steadfast Income REIT, Inc. (SIR) | Secretary & Compliance Officer | May 2009–Mar 2020 | Compliance function leadership for REIT entity. |
| Steadfast Apartment REIT III, Inc. (STAR III) | Secretary & Compliance Officer | Aug 2015–Mar 2020 | Governance/compliance oversight. |
| Orrick, Herrington & Sutcliffe LLP | Partner, Public Finance | Sep 1993–Apr 2003 | Represented issuers/underwriters in housing and redevelopment financings. |
| Campaign consulting firm | Co-owner/operator | 1979–1993 | Local campaigns and ballot measures expertise. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UC Irvine School of Law | Lecturer, Community & Economic Development Clinic | Ongoing | Academic governance/legal training; community development lens. |
| Thomas House Family Shelter | Director | Ongoing | Non-profit governance, community support. |
Board Governance
- Committee assignments: Risk Committee Chair; not listed as member of other committees in 2024. The Risk Committee met 4 times in 2024.
- Independence: The Board determined Ms. del Rio is independent under NYSE standards; 8 of 10 nominees are independent.
- Attendance: All then-serving directors attended at least 75% of aggregate Board and committee meetings in 2024; all attended the 2024 annual meeting. Board held 11 meetings in 2024.
- Executive sessions: Independent/non-management director executive sessions are held regularly, at least quarterly, presided over by the Lead Independent Director.
- Risk oversight: As Risk Committee Chair, she oversees enterprise risk management, overall risk tolerance, and operational/cybersecurity/information security/privacy risks; quarterly cybersecurity reporting cadence to the Risk Committee.
- Limits on other boards: IRT guidelines limit service to no more than two other public company boards; generally observed.
- Stock ownership guidelines: Non-employee directors must hold IRT shares equal to 5x the annual cash retainer within six years; all directors are compliant or within the compliance window.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash fees earned (del Rio) | $89,592 | Includes base Board retainer and applicable committee chair fees; cash retainer increased from $80,000 to $90,000 effective July 16, 2024. |
| Equity grant (del Rio) | $96,764 | Granted 5,516 shares on May 15, 2024; vested immediately; valued at grant-date closing price ($17.23). |
| Total (del Rio) | $186,356 | Sum of cash and equity for 2024. |
| Standard Board cash retainer | $80,000 pre-7/16/2024; $90,000 after | Non-management directors. |
| Lead Independent Director retainer (cash) | $25,000 | Not applicable to del Rio. |
| Committee chair retainers (cash) | Audit $20,000; Compensation $15,000; Nominating $12,500 post-7/16 ($10,000 pre); Investment $5,000; Risk $5,000 | Risk Committee Chair applicable to del Rio. |
| Committee member retainers (cash) | Audit $10,000 post-7/16 ($7,500 pre); Compensation $5,000; Nominating $5,000; Investment $5,000; Risk $5,000 |
- 2025 change: annual director equity award increased to $100,000 (VWAP-based); other elements unchanged.
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Director equity (2024) | Annual stock grant (5,516 shares) | None (not performance-based) | Immediate vesting at grant. |
IRT’s performance-based compensation metrics (CFFO/share, same-store NOI growth, operating margin, G&A% revenue, net-debt-to-adjusted EBITDA, and 3-year relative TSR) apply to executive PSU/bonus plans, not to directors.
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| Steadfast Apartment REIT, Inc. (STAR) | Director | Prior; service ended Dec 2021 (pre-IRT merger). |
| Steadfast Income REIT, Inc. (SIR) | Secretary & Compliance Officer | Prior. |
| Steadfast Apartment REIT III, Inc. (STAR III) | Secretary & Compliance Officer | Prior. |
- Current public company directorships: None disclosed for Ms. del Rio.
- Governance interlocks: Professional ties to Steadfast Companies; Audit Committee reviews all related party transactions; no specific related-party transactions are disclosed in the proxy.
Expertise & Qualifications
- Legal, compliance, risk management leadership across multifamily real estate; oversight of HR, and operational interface with property management.
- Education: JD (McGeorge School of Law), MPA and BA (USC).
- Academic role: Lecturer at UC Irvine School of Law.
- Community leadership: Board of Thomas House Family Shelter.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Ana Marie del Rio | 65,417 | 0.028% (65,417 / 231,116,976) | “Does not exceed 1%” as indicated in proxy. |
| Director ownership guideline | 5x annual cash retainer | Compliance status | All directors compliant or within window. |
| Hedging/pledging | Prohibited | Policy scope | No hedging, monetization, margin purchases, pledging allowed. |
- 2024 director equity grant: 5,516 shares, immediate vesting (applies to all non-management directors then in service).
Governance Assessment
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Board effectiveness: As Risk Committee Chair, del Rio anchors enterprise risk and cybersecurity oversight, with structured quarterly reporting from technology leadership; this strengthens risk governance and operational resilience.
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Independence and engagement: Affirmed independent; committee leadership and 2024 attendance thresholds met; Board maintains regular executive sessions and annual evaluations.
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Alignment and incentives: Director pay is a balanced cash/equity mix with immediate vesting stock grants and ownership guidelines (5x retainer), fostering ownership alignment; hedging/pledging prohibitions further align interests.
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Potential conflicts: Ongoing senior role at Steadfast Companies (a multifamily platform) merits monitoring for any transactions or competitive overlaps; Audit Committee must pre-approve related-party transactions—no such transactions are disclosed.
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Signals affecting investor confidence:
- Strong say-on-pay support (97% approval in 2024), indicating broad investor alignment with governance and compensation practices.
- Risk oversight clarity and cybersecurity governance at committee level.
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RED FLAGS: None identified in the proxy specific to Ms. del Rio (no pledging/hedging, no disclosed related-party transactions, independent status, attendance thresholds met).