James Sebra
About James Sebra
James J. Sebra, age 49, serves as President (since September 3, 2024) and Chief Financial Officer (since May 2012) of Independence Realty Trust (IRT); he has been nominated to IRT’s Board as a non‑independent director. Sebra previously served as IRT’s Treasurer since January 2011, and brings 25+ years in REIT finance, accounting, and capital markets. Under management’s 2024 plan, IRT delivered CFFO per share of $1.16, same‑store NOI growth of 3.2%, improved Net Debt/Adjusted EBITDA to 5.9x, executed $525.3M of asset sales to delever, and secured BBB ratings at Fitch and S&P, supporting pay‑for‑performance outcomes; over the five years ended 12/31/2024, $100 invested in IRT grew to $160.93, reflecting TSR performance used in incentive design . Sebra holds a B.S. in Accounting from Saint Joseph’s University and an MBA from Villanova University; he is also an Adjunct Professor of Finance at Villanova and a board member of Elwyn, a human services nonprofit .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Independence Realty Trust | President; CFO; Treasurer | President since Sep 2024; CFO since May 2012; Treasurer since Jan 2011 | Oversees finance, accounting, tax, IT, IR; now also operations; led deleveraging, capital markets access, investment-grade ratings |
| RAIT Financial Trust | CFO & Treasurer; SVP‑Finance & CAO | CFO/Treasurer 2012–2017; SVP‑Finance/CAO 2007–2012 | Public REIT finance leadership and reporting experience |
| Taberna Realty Finance Trust | VP & Chief Accounting Officer | 2005–2006 | Public REIT accounting leadership (acquired by RAIT) |
| Brandywine Realty Trust | Controller | 2004–2005 | Public REIT controllership |
| Arthur Andersen LLP; KPMG LLP | Audit/Advisory | 1998–2004 | Audited public and private real estate firms; foundation in reporting/controls |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Villanova University | Adjunct Professor of Finance | Since 2011 | Industry/academic engagement |
| Elwyn (non‑profit) | Board Member | Since Jan 2018 | Human services governance experience |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $450,000 | $475,000 | $515,000 (up 8% YoY) |
| Target Annual Bonus (% of Salary) | 100% | 100% | 100% (Threshold 50%, Max 150%) |
Performance Compensation
2024 Annual Cash Bonus – Objectives, Targets, Outcomes (CFO)
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | CFO Payout ($) |
|---|---|---|---|---|---|---|
| CFFO per Share | 40% | $1.12 | $1.14 | $1.16 | $1.16 | $231,750 |
| Same‑Store NOI Growth | 20% | 1.0% | 2.5% | 4.0% | 3.2% | $95,275 |
| Operating Margin | 15% | 61.8% | 62.3% | 62.8% | 63.1% | $86,906 |
| G&A % of Revenue | 15% | 3.0% | 2.9% | 2.8% | 2.9% | $57,938 |
| Net Debt / Adj. EBITDA | 10% | 6.15x | 6.00x | 5.85x | 5.95x | $45,063 |
| Subtotal – Objective Component | 75% | $516,931 | ||||
| Individual Performance | 25% | Maxed | $193,125 | |||
| Total 2024 Cash Bonus | $710,056 (138% of target $515,000) |
Key qualitative criteria for Sebra included oversight of accounting, tax, finance, IT and IR; succession and team development; balance sheet management and financial flexibility; technology initiatives; investor/analyst outreach—assessed above average and paid at max for individual component .
Long‑Term Equity (Design and 2024 Grants)
- 2024 PSUs (75% of LTI target): 70% weight on 3‑yr relative TSR vs FTSE NAREIT Apartment Index (30th/50th/75th percentile = 50%/100%/150% payout); 30% individual performance (historically aligned to objective outcome). Vesting: 50% at certification after 3‑yr period (ends 12/31/2026), 50% on 12/31/2027; no dividends until earned .
- 2024 RSUs (25% of LTI target): time‑based, vest 25% per year over 4 years; dividend equivalents accrue until delivery .
| 2024 Equity Awards (Grant 2/26/2024; $14.99 20‑day VWAP) | Shares | Grant‑date Accounting Value ($) |
|---|---|---|
| PSUs – Target | 50,033 | $682,450 |
| RSUs | 16,677 | $241,483 |
| Total Intended Target Value | — | $1,000,000 (target sizing basis) |
PSU performance history: 2012–2024 plan design ties outcomes to relative TSR. For the 2022 grants (performance ended 12/31/2024), IRT’s 3‑yr TSR of (16)% ranked at the 58th percentile, resulting in 117% of target earned (both objective and subjective PSU components at 117%); 50% of earned shares remain time‑vested to 12/31/2025 .
Multi‑Year Compensation (Summary)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $450,000 | $475,000 | $515,000 |
| Bonus (Subjective) | $168,750 | $178,125 | $193,125 |
| Non‑Equity Incentive (Objective) | $493,594 | $397,219 | $516,931 |
| Stock Awards (Grant‑date FV) | $926,671 | $979,773 | $923,933 |
| All Other (incl. 401k match) | $12,200 | $13,200 | $13,800 |
| Total | $2,051,215 | $2,043,317 | $2,162,789 |
Equity Ownership & Alignment
- Beneficial ownership: 307,446 IRT shares (<1% of outstanding) as of March 17, 2025 .
- Stock ownership guidelines: Executives must hold 3x base salary; all executives are in compliance or within the allowed timeframe .
- Hedging/pledging: Prohibited from hedging, margining, or pledging IRT stock; 10b5‑1 plans allowed only under strict conditions with cooling‑off periods; trades disclosed per SEC rules .
- Vested vs unvested exposure at 12/31/2024 (CFO):
- Unvested RSUs/earned PSUs (time‑vest): 55,525 units with $1,101,616 market value at $19.84/share; includes RSU tranches vesting annually through 3/1/2028 and the time‑vest portion of 2022 PSUs to 12/31/2025 .
- Unearned PSUs at target: 91,151 units (2023 and 2024 cycles), with $1,808,436 market/payout value at $19.84/share (actual earned 0–150%) .
- Potential selling pressure windows: RSU tranches vest each March 1 (2025–2028), 2022 PSUs deliver to 12/31/2025, 2023 PSUs certify at 12/31/2025 (50% time‑vest to 12/31/2026), 2024 PSUs certify at 12/31/2026 (50% time‑vest to 12/31/2027); any sales subject to blackout windows and 10b5‑1 plans .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment/role dates | CFO since May 2012; President since Sep 3, 2024 |
| Severance (No CIC) | 2.0x (salary + 3‑yr avg bonus) lump sum; prorated bonus; 18 months COBRA at employee rates; time‑vest equity accelerates; PSUs prorated to prior quarter at target by default (subject to actuals) |
| Double‑trigger CIC | Same as above if terminated by IRT without cause/good reason within 18 months after CIC (CEO multiple differs; CFO remains 2.0x) |
| Estimated payouts @12/31/2024 | Termination w/o cause or good reason: $4,338,979; Disability: $2,491,355; Death: $2,491,355; CIC double‑trigger: $4,338,979 |
| Good Reason | Includes significant adverse change in duties; salary reduction; material breach; relocation >35 miles |
| Restrictive covenants | Confidentiality; non‑competition and non‑solicit; for retirement equity treatment, up to 3‑year non‑compete/non‑solicit required |
| Clawback | SEC/NYSE‑compliant policy effective Oct 2, 2023; 3‑year lookback for restatements; applies to executive incentive compensation |
| Tax gross‑ups | No 280G gross‑ups; executives bear any 4999 excise tax |
Performance & Track Record
- 2024 business execution: CFFO/share $1.16; same‑store NOI +3.2%; operating margin 63.1%; Net Debt/Adj EBITDA 5.9x; portfolio optimization completed with $525.3M sales and $517.1M debt repayment; achieved BBB ratings (Fitch and S&P) and raised ~$418M in 2H24/early 2025 across unsecured notes and equity .
- Value‑Add ROI: Renovated 9,442 units since 2018 at avg $16,628/unit with 16.8% total ROI (18.7% interior) .
- TSR context: $100 invested grew to $160.93 over five years ended 12/31/2024; CAP and pay‑versus‑performance disclosed per Item 402(v) .
- Say‑on‑pay: 2024 approval >97% of votes cast, indicating strong shareholder support for the program .
Board Governance (Director Service and Dual‑Role Implications)
- Status: Director nominee (non‑independent) for 2025 slate; principal profession listed as President & CFO of IRT; age 49 .
- Committee roles: None (management director nominees do not serve on independent committees; Audit, Compensation, and Nominating committees are fully independent) .
- Independence and leadership structure: 8 of 10 nominees are independent; CEO also serves as Chairman, mitigated by a Lead Independent Director with robust authorities and regular executive sessions of independent directors .
- Attendance: All then‑serving directors attended at least 75% of Board/committee meetings in 2024; all attended 2024 annual meeting .
Compensation Structure Analysis
- Increased at‑risk mix: 75% of LTI value in PSUs with 3‑yr relative TSR as primary metric; time‑based RSUs (25%) retained mainly for retention .
- Cash incentives tightly linked to operational deleveraging and efficiency: Objective metrics include CFFO/share (40%), Same‑Store NOI (20%), Operating Margin (15%), G&A % of Revenue (15%), and Net Debt/Adj EBITDA (10%); 2024 outcomes met or exceeded targets across most metrics, supporting above‑target bonuses .
- Governance best practices: Double‑trigger CIC, ownership guidelines, anti‑hedging/anti‑pledging, no option repricing, and an SEC/NYSE‑compliant clawback .
Equity Ownership & Alignment (Detail)
| Item | Amount |
|---|---|
| Beneficial Ownership (3/17/2025) | 307,446 shares (<1% of SO) |
| Unvested RSUs/earned PSUs (time‑vest) at 12/31/2024 | 55,525 units; $1,101,616 market value at $19.84 |
| Unearned PSUs at target (2023 & 2024 cycles) | 91,151 units; $1,808,436 market/payout value at $19.84 |
| Ownership Guidelines | 3x base salary; compliant/in window |
| Hedging/Pledging | Prohibited; trades under 10b5‑1 only within policy |
Employment Contracts, Severance & Change‑of‑Control Economics (Detail)
| Scenario (as of 12/31/2024) | Estimated Payment |
|---|---|
| Termination w/o Cause or for Good Reason (No CIC) | $4,338,979 (includes 2.0x salary+avg bonus; prorated bonus; equity treatment as described; 18 months COBRA at employee rates) |
| Disability | $2,491,355 (includes prorated target bonus; equity treatment per plan; accrued benefits) |
| Death | $2,491,355 (prorated target bonus; equity treatment per plan; accrued benefits) |
| Double‑Trigger CIC (within 18 months) | $4,338,979 (CFO multiple remains 2.0x) |
| Clawback | Recovery of erroneously awarded incentive comp upon restatement, 3‑year lookback |
Expertise & Qualifications
- Technical: Public REIT finance, accounting, capital markets, technology oversight (IT/cyber reporting to President/CFO at IRT) .
- Industry: Multifamily REIT operations, deleveraging, portfolio optimization, value‑add redevelopment .
- Academic/Community: Adjunct Finance Professor (Villanova); board member at Elwyn .
Compensation Committee & Peer Group
- Independent committee with Semler Brossy as consultant; no committee interlocks .
- Peer group used for 2024 compensation decisions: AAT, AMH, CPT, DEI, Elme Communities, ELS, REXR, STAG, TRNO, UDR (AIRC removed post‑acquisition) .
Investment Implications
- Pay‑for‑performance alignment: 2024 objectives (CFFO, NOI growth, margins, leverage) were met/exceeded, driving 138% bonus payout for the CFO and reinforcing that deleveraging and operational efficiency are central to incentives—constructive for credit profile and equity holders if sustained .
- Retention and selling pressure: Significant unvested RSUs and long‑dated PSU schedules through 2027 provide retention hooks; watch March 1 annual RSU vests and year‑end PSU certifications (2025–2027) for potential 10b5‑1‑driven liquidity, though hedging/pledging prohibitions mitigate risk of forced selling .
- Governance risk calibrated: Two insiders on a 10‑member board, with CEO as Chair; mitigants include 8 independent directors, a strong Lead Independent Director role, and fully independent key committees—reducing independence concerns associated with Sebra’s management seat .
- Change‑of‑control economics: Standard double‑trigger CIC without excise tax gross‑ups; 2x multiple for CFO is moderate; clawback and ownership guidelines further align interests .
Note: All quantitative metrics (CFFO, NOI growth, leverage) are non‑GAAP measures defined and reconciled in Appendix A of IRT’s proxy; PSU and bonus metrics use these definitions consistently for incentive calculations .