DeForest Soaries
About DeForest B. Soaries, Jr.
Dr. DeForest B. Soaries, Jr. (age 73) is IRT’s Lead Independent Director (appointed February 5, 2025) and has served on the Board since February 2011 (≈14 years of tenure). He is CEO of Corporate Community Connections (since 1997) and President of DBS Solutions, LLC (since 2023), and currently serves on the board of Onity Group, Inc. (NYSE: ONIT), where he is a member of the compensation and nominating/governance committees. He holds a B.A. (Fordham), M.Div. (Princeton), and D.Min. (United Theological Seminary) and previously served as New Jersey Secretary of State and as the first Chair of the U.S. Election Assistance Commission.
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| State of New Jersey | Secretary of State | 1999–2002 | Served on Governor’s Urban Coordinating Council guiding policy on real estate development (notably apartments) |
| U.S. Election Assistance Commission | Chair (appointed by President, Senate confirmed) | 2004–2005 | First Chair; national electoral oversight |
| Federal Home Loan Bank of New York | Director | Jan 2009–Dec 2023; also Feb–Dec 2003 | Served on Affordable Housing Committee reviewing/approving housing projects for government funding |
| Academia (Drew, Kean, Princeton Theological Seminary, Mercer County CC) | Professor/Assistant Professor | 1989–1999 (various) | Teaching roles |
| First Baptist Church of Lincoln Gardens | Senior Pastor; Pastor Emeritus | Senior Pastor 1990–2021; Emeritus thereafter | Community leadership |
External Roles
| Organization | Role | Dates | Committees/Notes |
|---|---|---|---|
| Onity Group, Inc. (NYSE: ONIT; f/k/a Ocwen Financial) | Director | Since Jan 2015 | Member: Compensation; Nominating & Governance |
| Corporate Community Connections | Chief Executive Officer | Since Feb 1997 | Private organization leadership |
| DBS Solutions, LLC | President | Since Jan 2023 | Private enterprise |
Board Governance
- Independence: IRT’s Board determined Dr. Soaries is independent under NYSE standards; 8 of 10 nominees are independent.
- Lead Independent Director: Appointed Feb 5, 2025; LID responsibilities include approving agendas/schedules/materials, presiding over executive sessions, and facilitating independent oversight and investor outreach.
- Committee assignments (2024): Member, Compensation Committee; Member, Finance & Investment Committee. He previously served as Compensation Committee Chair until February 2024.
- Board/Committee activity (2024): Board met 11 times; committee meetings held—Audit (10), Compensation (6), Nominating (6), Investment (9), Risk (4). All directors attended ≥75% of meetings and attended the 2024 annual meeting.
- Limits on other public boards: Directors generally limited to ≤2 other public company boards without Board consent; none currently exceed this limit.
| Governance Element | Status/Details |
|---|---|
| Independence | Independent director |
| Lead Independent Director | Effective 2/5/2025; duties per Guidelines |
| Committees | Compensation (Member); Investment (Member) |
| Prior Committee Chair | Compensation Committee Chair until Feb 2024 |
| Attendance | Company disclosed all directors met ≥75% threshold; all attended 2024 annual meeting |
| Board Meetings (2024) | 11 meetings |
Fixed Compensation (Director)
| Year | Cash Fees (USD) | Equity Awards (USD) | Total (USD) |
|---|---|---|---|
| 2024 | $96,130 | $96,764 | $192,894 |
- Structure (2024): Standard non-management director cash retainer $80,000 (increased to $90,000 effective July 16, 2024); annual equity grant ~$90,000; Lead Independent Director retainer $25,000; Chair fees—Audit $20,000, Compensation $15,000, Nominating $12,500 (from July 16, 2024; $10,000 prior), Investment $5,000, Risk $5,000; member retainers—Audit $10,000 (from July 16, 2024; $7,500 prior), Compensation $5,000, Nominating $5,000, Investment $5,000, Risk $5,000. For 2025, director equity award value increased to $100,000; otherwise unchanged.
Performance Compensation (Director Equity)
| Grant Date | Instrument | Shares | Grant-Date Value | Vesting |
|---|---|---|---|---|
| May 15, 2024 | Director stock award | 5,516 shares | $96,764 | Vested immediately |
IRT uses time-based stock for directors; no performance metrics apply to director equity awards.
Other Directorships & Interlocks
| Company | Role | Committees | Interlock Notes |
|---|---|---|---|
| Onity Group, Inc. (NYSE: ONIT) | Director | Compensation; Nominating & Governance | IRT discloses no compensation committee interlocks; no IRT executive sits on another company’s board where that company’s executive sits on IRT’s Board. |
Expertise & Qualifications
- Diverse background spanning banking, community development, apartment real estate, and government (NJ Secretary of State; Chair, U.S. EAC).
- Direct affordable housing finance oversight experience (FHLB-NY; Affordable Housing Committee).
- Public company governance experience (Onity Group board; compensation and nom/gov committees).
- Education: B.A. (Fordham), M.Div. (Princeton), D.Min. (United Theological Seminary).
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Class |
|---|---|---|
| DeForest B. Soaries, Jr. | 57,609 | <1% (asterisked in table) |
- Director ownership guideline: Minimum 5x annual cash retainer; all non-employee directors are compliant or within the compliance period.
- Hedging/pledging prohibited under Insider Trading Policy; directors may not hedge or pledge IRT stock.
Governance Assessment
-
Signals supportive of investor confidence
- Elevated independent oversight: Newly appointed Lead Independent Director with strong LID authorities; regular executive sessions.
- Robust committee participation and prior chairmanship of Compensation Committee (through Feb 2024), indicating deep involvement in pay governance.
- Shareholder alignment features: director stock ownership requirements (5x retainer) with compliance; prohibition on hedging/pledging.
- Shareholder support: 2024 say-on-pay approved with >97% of votes cast.
- No compensation committee interlocks disclosed; independent comp consultant (Semler Brossy).
-
Watch items / potential risks
- Multiple external roles are within IRT’s board service limits, but continued monitoring for time commitments is warranted as LID responsibilities increase.
- Related-party oversight is centralized under the Audit Committee; no specific transactions are identified in the cited section—maintain vigilance via annual disclosures and committee review processes.