Melinda McClure
About Melinda H. McClure
Independent director at Independence Realty Trust, Inc. (IRT) since June 2017; age 57; currently Chairs the Nominating & Governance Committee and serves on the Audit Committee . Tenure is 8 years as of the 2025 proxy; the Board affirms she is independent under NYSE standards . Background spans investment banking (FBR & Co.), broker-dealer leadership, bank board service, and real estate/financial services advisory .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FBR & Co. | Senior Managing Director, Investment Banking | 1991–2006 | Advised middle-market financial services and real estate companies |
| Democracy Funding LLC | Principal (registered broker-dealer) | 2006–2018 | Capital markets/advisory to U.S. Treasury, FDIC, and private sector |
| Bank of Georgetown | Director | 2005–2016 (sold to UnitedBank) | Chair, Strategic Planning Committee; member, Compensation Committee |
| VisionBank (in organization) | Founding Director & CEO | Prior to combination | Transitioned to EVP/Head of Strategic Planning at Old Dominion National Bank |
| Old Dominion National Bank | EVP & Head of Strategic Planning | Through July 2021 | Corporate planning in community banking |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Beal Bank (privately held) | Independent Director | Feb 2025 | Banking oversight role |
| CLB Dallas (private firm) | Managing Member & Owner | Jun 2023 | Early childhood education focus |
| Arlington Asset Investment Corp. (NYSE: AAIC) | Independent Director | Until Dec 2023 (sale) | Public company board experience |
Board Governance
| Item | Details |
|---|---|
| Committees | Nominating & Governance (Chair); Audit (Member) |
| Meeting cadence 2024 | Audit: 10; Nominating: 6; Board: 11 |
| Attendance | All directors attended ≥75% of Board/committee meetings; all attended 2024 annual meeting |
| Independence | Board affirms McClure is independent; 8 of 10 nominees independent |
| Lead Independent Director | Dr. DeForest Soaries (as of Feb 5, 2025) |
| Oversight responsibilities | As NGC Chair, leads annual Board/committee/director evaluations; oversees ESG, governance refreshment, and stockholder engagement |
| Anti-hedging/pledging | Insider Trading Policy prohibits hedging and pledging; includes Rule 10b5‑1 controls |
Fixed Compensation (Director)
| Component | 2024 Policy | McClure’s 2024 Amount |
|---|---|---|
| Annual Board cash retainer | $80,000 (pre Jul 16, 2024); $90,000 (post) | Included in Fees Earned |
| Annual equity retainer | $90,000 in IRT stock (20‑day VWAP basis) | Stock Awards $96,764 (SEC fair value at grant) |
| Committee Chair fees | NGC Chair: $10,000 (pre Jul 16); $12,500 (post) | Included in Fees Earned |
| Committee member fees | Audit member: $7,500 (pre Jul 16); $10,000 (post) | Included in Fees Earned |
| Lead Independent Director | $25,000 (not applicable to McClure) | N/A |
| Total earned 2024 | — | Fees Earned $104,389; Stock Awards $96,764; Total $201,153 |
| 2025 equity update | Annual director equity award increased to $100,000 (VWAP basis) | Policy change (forward-looking) |
Note: Directors also receive up to $3,500 annually for education activities and reimbursement of meeting expenses .
Performance Compensation (Director)
IRT does not use formulaic performance metrics for director compensation; director equity grants vest immediately (2024 grant: 5,516 shares to each non-management director on May 15, 2024) . No director bonuses/PSUs are disclosed; performance-based structures apply to executives, not directors .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock Risk |
|---|---|---|---|
| Beal Bank | Private | Independent Director | No IRT-related transactions disclosed; Audit Committee reviews any related-party matters |
| Arlington Asset Investment (AAIC) | Public | Former Director | Historical; no ongoing interlock post-sale |
Expertise & Qualifications
- Financial services and capital markets leadership (FBR, Democracy Funding LLC) .
- Bank governance and strategic planning (Bank of Georgetown; Beal Bank) .
- Real estate and asset management experience aligned with REIT oversight .
- Education: B.A., University of Richmond .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Mar 17, 2025) | 39,194 shares; <1% of outstanding |
| Ownership guidelines | Non-employee directors must hold 5x cash retainer; all directors in compliance or within grace period |
| Hedging/pledging | Prohibited by Insider Trading Policy |
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares Granted | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| May 15, 2024 | May 17, 2024 | Award (A) | 5,616 | 39,194 | |
| May 14, 2025 | May 16, 2025 | Award (A) | 5,178 | 44,372 |
Context: Proxy reports each non-management director received 5,516 shares on May 15, 2024 (immediate vesting) ; individual Form 4 for McClure shows 5,616 shares awarded (SEC filing) (see links above).
Say-on-Pay & Shareholder Feedback
| Year | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| 2025 | 186,264,202 | 4,630,492 | 851,567 | 15,493,639 |
- 2024 say‑on‑pay approval exceeded 97% of votes cast, indicating strong support for compensation practices .
Governance Assessment
- Board effectiveness: McClure leads the Nominating & Governance Committee’s annual evaluations and ESG oversight; this supports board refreshment, governance quality, and stakeholder engagement .
- Independence and attendance: Independent status affirmed; directors met attendance expectations and participated in the annual meeting, supporting investor confidence .
- Alignment: Director stock ownership guidelines at 5x cash retainer with compliance noted; ongoing equity grants and anti-hedging/pledging policies strengthen alignment and risk controls .
- Compensation: Director pay structure balances cash retainers and equity; no performance-linked director pay that could bias oversight; 2025 equity retainer increase modest and peer-informed .
- Shareholder signals: Robust say-on-pay support in 2024 and strong 2025 voting outcomes (McClure “For” votes 187,665,394) suggest broad investor endorsement of governance and board composition .
Red Flags monitored:
- Related-party transactions: Audit Committee reviews all such matters; no specific transactions involving McClure are disclosed in the proxy; policy requires disclosure and review .
- Hedging/pledging: Prohibited; no pledging reported, mitigating alignment risks .
- Committee composition: McClure’s dual role (Audit member and NGC Chair) concentrates governance influence but is standard; Audit Chair is a separate director with “financial expert” qualification .
- Award data discrepancy: Proxy’s uniform 5,516-share director grant vs. McClure’s Form 4 showing 5,616 shares; monitored as a disclosure variance (both sources cited) [SEC links above].
Overall, McClure’s financial services and board governance background, independent status, and active committee leadership contribute positively to board effectiveness and investor confidence, with strong shareholder support and established risk controls in place .