Jason Delozier
About Jason Delozier
Jason R. Delozier, age 41, is Chief Accounting Officer at Independence Realty Trust (IRT), serving in that role since February 2018 and previously as Controller since June 2017. He is a CPA (Pennsylvania) with a B.S. in Accounting from Widener University; prior roles include Controller at RAIT Financial Trust, Director of Financial Reporting at Ascensus, and audit work at KPMG LLP . Company performance drivers tied to executive pay for 2024 included CFFO per share ($1.16 actual), same‑store NOI growth (3.2%), operating margin (63.1%), G&A% of revenue (2.9%), and Net Debt/Adjusted EBITDA (5.95x), all of which informed bonus outcomes . IRT’s stock delivered a value of $160.93 per $100 investment in 2024 versus $117.56 for the peer group, contextualizing TSR-linked PSU awards .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RAIT Financial Trust (IRT’s former advisor; publicly traded REIT) | Controller | Sep 2015 – Jun 2017 | Controller responsibilities at a public REIT and advisor to IRT |
| Ascensus, Inc. (PE-owned financial services) | Director of Financial Reporting | May 2013 – Sep 2015 | Led financial reporting for a PE-backed platform |
| KPMG LLP | Audit roles (public/private financial institutions) | 2005 – 2013 | Served a variety of financial institution clients in audit |
External Roles
No external public-company directorships or committee positions disclosed for Mr. Delozier .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $300,000 | $320,000 | $330,000 |
| Bonus – Subjective ($) | $112,500 | $120,000 | $123,750 |
| Non‑Equity Incentive – Objective ($) | $329,063 | $267,600 | $331,238 |
| Stock Awards – Grant‑date Fair Value ($) | $191,869 | $202,892 | $191,323 |
| All Other Compensation ($) | $12,200 | $13,200 | $13,800 |
| Total Compensation ($) | $945,632 | $923,692 | $990,111 |
2024 Target Bonus range for CAO:
| Base Salary | Threshold (% / $) | Target (% / $) | Maximum (% / $) |
|---|---|---|---|
| $330,000 | 50% / $165,000 | 100% / $330,000 | 150% / $495,000 |
Performance Compensation
2024 Cash Bonus – Objective Metrics and Outcomes (CAO)
| Metric | Weighting | Threshold | Target | Maximum | 2024 Actual | Payout (CAO $) |
|---|---|---|---|---|---|---|
| CFFO per share | 40% | $1.12 | $1.14 | $1.16 | $1.16 | $148,500 |
| Same‑Store NOI Growth | 20% | 1.0% | 2.5% | 4.0% | 3.2% | $61,050 |
| Operating Margin | 15% | 61.8% | 62.3% | 62.8% | 63.1% | $55,688 |
| G&A % of Revenue | 15% | 3.0% | 2.9% | 2.8% | 2.9% | $37,125 |
| Net Debt / Adjusted EBITDA | 10% | 6.15x | 6.00x | 5.85x | 5.95x | $28,875 |
| Total Objective Component | 100% | — | — | — | — | $331,238 |
Subjective criteria for CAO achieved at maximum; focus areas included improvements in accounting efficiency, training, internal controls (including technology), and support of corporate initiatives .
2024 Equity Awards – Grants
| Grant Date | Award Type | Units | Grant‑Date Fair Value ($) | Performance/Vesting Terms |
|---|---|---|---|---|
| Feb 26, 2024 | PSUs (Target) | 10,361 | $141,324 | 3‑year performance (2024–2026); earn 0–150% based on criteria; 50% vests at end of performance and 50% on Dec 31, 2027, subject to service; accelerated upon qualified termination as described |
| Feb 26, 2024 | RSUs | 3,453 | $49,999 | Time‑based; vests in 4 equal annual installments on anniversary of grant; accelerated upon certain events |
2022 PSU outcomes: Awards earned at 117% of target (70% relative TSR; 30% committee discretion); Company three‑year TSR of (16)% was at the 58th percentile of the NAREIT Apartment Index, supporting the 117% payout .
Equity Ownership & Alignment
- Stock ownership guidelines: Other executive officers must hold shares equal to 3x annual salary; all executive officers are in compliance or not yet required by the six‑year window .
- Anti‑hedging and pledging: Hedging, margin purchases, borrowing against accounts, and pledging Company stock are prohibited; Rule 10b5‑1 plans allowed only with cooling‑off period and within policy constraints .
Beneficial Ownership
| Beneficially Owned Shares | Shares Outstanding | Ownership % |
|---|---|---|
| 34,086 | 231,116,976 | ≈0.015% (computed from reported shares and outstanding) |
Outstanding Equity and Vesting (as of Dec 31, 2024; $19.84/share)
| Award | Units | Vesting Schedule / Notes |
|---|---|---|
| RSUs (Grant footnote 1) | 926 | Vested Mar 1, 2025 |
| RSUs (Grant footnote 2) | 1,127 | Half vested Mar 1, 2025; remainder vests Mar 1, 2026 |
| RSUs (Grant footnote 3) | 2,129 | One‑third vested Mar 1, 2025; remainder vests Mar 1, 2026 and Mar 1, 2027 |
| RSUs (Grant footnote 4; 2024 RSUs) | 3,453 | One‑fourth vested Mar 1, 2025; remainder vests Mar 1, 2026/2027/2028 |
| Earned PSUs (2022, service‑vesting) | 3,941 | Earned at 117%; service‑vesting until Dec 31, 2025 |
| PSUs (2023, target assumed) | 8,515 | 3‑yr performance ends Dec 31, 2025; 50% vests then; 50% service‑vests to Dec 31, 2026 |
| PSUs (2024, target assumed) | 10,361 | 3‑yr performance ends Dec 31, 2026; 50% vests then; 50% service‑vests to Dec 31, 2027 |
Shares vested in 2024: 17,782 shares; value realized $265,598 (pre‑withholding) .
Employment Terms
- Agreement: Employment agreements in place for Messrs. Schaeffer, Sebra, and Delozier set base salary floors and severance/change‑in‑control benefits; restrictive covenants include confidentiality, non‑compete, and non‑solicit .
- Good reason (Mr. Delozier): Includes reduction in base salary, material and willful breach by IRT, relocation >35 miles, and significant adverse alteration in authority/duties/responsibilities .
- Change‑in‑control: Double‑trigger required for accelerated vesting of outstanding equity; severance if termination without cause/resignation for good reason within 18 months post‑CIC mirrors non‑CIC severance terms (CEO multiplier increases from 2.25x to 3x; non‑CEO terms as described) .
- Retirement treatment: If Rule of 70 conditions are met (age 55+, 15 years service, age+service ≥70), RSUs vest; PSUs remain outstanding and earn based on actual performance; additional service‑vesting on earned PSUs waived with specified release and non‑compete up to 3 years .
Potential Payments on Termination or Change‑in‑Control (as of Dec 31, 2024)
| Scenario | Payment ($) |
|---|---|
| Termination without cause / resignation for good reason / non‑renewal (with release) | $1,582,017 |
| Voluntary termination | — |
| Disability | $740,814 |
| Death | $740,814 |
| Termination for cause | — |
| Post‑Change‑in‑Control (double‑trigger) | $1,582,017 |
Performance & Track Record
Company TSR vs Peer Group (Value of $100 Investment)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR ($) | $99.22 | $190.70 | $130.87 | $124.15 | $160.93 |
| Peer Group TSR ($) | $94.88 | $134.06 | $100.62 | $112.04 | $117.56 |
- 2024 pay-for-performance drivers: CFFO per share ($1.16), same‑store NOI growth (3.2%), operating margin (63.1%), G&A% of revenue (2.9%), Net Debt/Adjusted EBITDA (5.95x) .
- 2022 PSUs paid at 117% (relative TSR 58th percentile; committee discretion also at 117%) .
Governance and Policies Relevant to Alignment
- Stock ownership requirements: CEO 5x salary; other executive officers 3x salary; compliance on schedule within six years .
- Clawback: Clawback policies in stock and annual incentive plans .
- Hedging/pledging: Prohibited; margin purchases and pledging disallowed; 10b5‑1 plans permitted under strict protocols and cooling‑off periods .
- Pay practices: Double‑trigger for CIC equity vesting; no excise tax gross‑ups; no excessive perks; no option repricing without shareholder approval .
Investment Implications
- Strong pay‑for‑performance linkage: Cash bonus outcomes tied 75% to objective metrics (CFFO, NOI growth, margin, G&A efficiency, leverage), with maximum subjective payouts reflecting above‑average performance against CAO criteria; equity tilt emphasizes 3‑year relative TSR PSUs (70%) plus committee discretion (30%), supporting alignment with shareholders .
- Near‑term vesting cadence and potential selling pressure: RSUs and earned PSUs have scheduled vesting dates in March 2026–2028 and Dec 31, 2025–2027, creating periodic liquidity windows and tax withholding events; 17,782 shares vested in 2024 for Mr. Delozier ($265,598), indicating ongoing vesting-driven flow rather than option‑driven selling .
- Alignment and risk controls: 3x salary ownership guideline, clawbacks, and prohibition on hedging/pledging reduce misalignment and leverage risk; double‑trigger CIC equity treatment and defined “good reason” limit opportunistic exits .
- Retention economics: Severance under qualified terminations is $1.58M (unchanged post‑CIC for non‑CEO), with continued equity vesting treatment under retirement provisions only if stringent Rule of 70 and non‑compete conditions are met—balancing retention with structured exit options .