Michele Weisbaum
About Michele Weisbaum
Michele Weisbaum (age 64) serves as Independence Realty Trust’s General Counsel since November 2023, as Executive Vice President since February 2025, and as Secretary since December 2023. She holds a B.S. in Business Administration from Boston University and a J.D. from Temple University School of Law . Company performance metrics that drive executive pay include CFFO per share ($1.16 in 2024), same‑store NOI growth (3.2%), and Net Debt/Adjusted EBITDA (5.9x), with compensation heavily linked to objective formulaic criteria and 3‑year relative TSR against the FTSE NAREIT Apartment Index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Resource REIT | Chief Legal Officer, SVP, Secretary | Oct 2012–May 2022 | Led legal, governance and REIT compliance through market cycles |
| Resource Real Estate Investment Trust | Chief Legal Officer, SVP, Secretary | Jun 2009–Jan 2021 | Oversaw legal for REIT portfolio, capital markets and governance |
| Resource Apartment REIT III | Chief Legal Officer, SVP, Secretary | Jul 2015–Jan 2021 | Supported multi‑REIT expansion and operations |
| Resource Real Estate LLC | EVP, SVP, VP, General Counsel & Secretary | Aug 2007–Sep 2020 | Built in‑house legal function and deal execution capabilities |
| ACRES REIT | Chief Legal Officer, SVP, Secretary | Sep 2016–Jul 2020 | Directed public REIT legal and SEC compliance |
| Ledgewood Law Firm | Associate/Partner | 1998–2006 | Commercial real estate law practice (transactions, governance) |
| Philadelphia Stock Exchange | VP & Assistant General Counsel | 1987–1998 | Exchange regulatory/legal oversight |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | None disclosed in IRT filings |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $360,000 | $375,000 |
| All Other Compensation ($) | $2,200 | $12,300 (401(k) match) |
Performance Compensation
Cash Bonus Structure and Outcomes (2024)
| Component | Target ($) | Objective/Formulaic Payout ($) | Individual Performance Payout ($) | Combined ($) | % of Target |
|---|---|---|---|---|---|
| Annual Cash Bonus (allocated 75% objective / 25% subjective) | $375,000 | $376,406 | $140,625 | $517,031 | 138% |
Objective metrics and weights (applied to all NEOs): CFFO/share (40%), Same‑Store NOI growth (20%), Operating Margin (15%), G&A % of Revenue (15%), Net Debt/Adjusted EBITDA (10%); the Compensation Committee determines targets annually; specific 2024 numeric targets/actuals are not disclosed in the proxy .
Equity Awards Detail
| Grant Date | Award Type | Shares/Units (Target) | Grant Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| 2/26/2024 | PSUs | 21,264 | $290,041 | 3‑yr performance (2024–2026); then 50% vests at performance certification and 50% on 12/31/2027 | 70% 3‑yr relative TSR vs FTSE NAREIT Apartment (30th/50th/75th percentile threshold/target/max), 30% subjective |
| 2/26/2024 | RSUs | 7,088 | $102,634 | Time‑based, 25% per year over 4 years | |
| 11/01/2023 | Restricted Stock (new hire) | 10,106 | $126,931 | Vests in 3 equal annual installments on 11/1/2024, 11/1/2025, 11/1/2026 |
Equity Ownership & Alignment
| Item | 2024 (as of Mar 15, 2024) | 2025 (as of Mar 17, 2025) |
|---|---|---|
| Total Beneficial Ownership (shares) | 10,106 | 3,500 |
| Ownership % of Shares Outstanding | <1% | <1% |
| Shares Acquired on Vesting in 2024 | 2,527; $48,155 value | — |
| Stock Ownership Guidelines (Execs) | 3x annual base salary; 6‑year compliance window; executives are in compliance or not yet required to meet | |
| Hedging/Pledging | Prohibited (no margin, borrowing against accounts, or pledging) | |
| Clawback Policy | Effective Oct 2, 2023; recovers incentive comp upon restatement (3‑year lookback) |
Note: We found no Form 4 transaction details for Ms. Weisbaum in company documents; monitor SEC Form 4 filings for updated insider activity. No pledging is permitted under company policy .
Employment Terms
- Employment start and role: General Counsel effective Nov 1, 2023; Secretary since Dec 2023; promoted to Executive Vice President Feb 2025 .
- Offer letter: At‑will employment; initial base salary $360,000 and target bonus 100% of salary; new‑hire restricted stock grant vesting over three years; no severance entitlements; confidentiality/IP/restrictive covenants required .
- Change‑in‑control and equity treatment:
- 2023 restricted stock: immediate vesting upon death, disability, or termination without cause after a Change in Control .
- 2024 RSUs/PSUs: accelerated vesting or shortened performance period upon qualified termination (death, disability, termination without cause, resignation with good reason) within one year of a change in control; retirement and qualified termination provisions conditioned on releases, non‑competes up to 3 years; detailed terms in proxy .
- Executive agreements: IRT maintains employment agreements with other NEOs (not Ms. Weisbaum) providing cash severance and equity vesting on specified terminations; double‑trigger applies post‑change‑in‑control .
Performance & Track Record (IRT Operating Context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 627,414,000 | 659,841,000 | 638,913,000 |
| EBITDA ($) | 343,788,000* | 362,318,000* | 350,626,000* |
| Cash from Operations ($) | 249,537,000 | 262,170,000 | 259,753,000 |
| Net Income ($) | 117,249,000 | (17,227,000)* | 39,291,000 |
- Revenues rose 5.2% in 2023 then declined 3.2% in 2024; EBITDA followed a similar pattern with modest contraction in 2024; CFO remained broadly stable; net income volatility reflects non‑cash items and market conditions .
- Pay‑for‑performance alignment: 2022 PSUs earned at 117% of target (3‑yr TSR at 58th percentile); 2021 PSUs earned at 150% (3‑yr TSR at 75th percentile), consistent with the TSR‑weighted PSU design .
Values with asterisks were retrieved from S&P Global.*
Compensation Peer Group and Governance
- Compensation consultant: Semler Brossy (independent; no conflicts) advising on pay design, goals, and peer group composition .
- Peer group: 2023/2024 included American Assets Trust, American Homes 4 Rent, Camden Property Trust, Easterly Government Properties, Elme Communities, Equity Lifestyle Properties, Rexford Industrial, STAG Industrial, Terreno Realty, UDR; 2024 removed Apartment Income REIT Corp. post‑acquisition .
- Governance practices: double‑trigger vesting on change‑in‑control; clawbacks; stock ownership guidelines; prohibition against hedging/pledging; no excise tax gross‑ups .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay: Over 97% approval .
- 2025 say‑on‑pay votes: For 186,264,202; Against 4,630,492; Abstentions 851,567; strong support indicated .
Compensation Structure Analysis
- Year‑over‑year mix: For Ms. Weisbaum, 2024 pay emphasizes performance—cash bonus 138% of target and PSU/RSU grants sized off 20‑day VWAP; equity grants 75% PSUs, 25% RSUs .
- Metric design: Objective bonus metrics reflect REIT operating discipline (CFFO/share, same‑store NOI, operating margin, G&A efficiency, leverage), reducing discretion to 25% .
- Equity risk profile: Shift to PSUs aligns outcomes with shareholder returns (relative TSR) and committee‑assessed performance; vesting schedules and non‑compete conditions promote retention .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; strong clawback policy in place .
- No excise tax gross‑ups; double‑trigger CIC vesting; high say‑on‑pay approval .
- Related party transactions: oversight by Audit Committee; none noted tied to Ms. Weisbaum in cited sections .
Equity Vesting Calendar and Potential Selling Pressure
- 2023 new‑hire restricted stock: remaining tranches scheduled 11/1/2025 and 11/1/2026, creating potential liquidity events .
- 2024 RSUs: 25% annual vesting over 4 years from 2/26/2024 .
- 2024 PSUs: performance period ends 12/31/2026; 50% vests at certification and 50% on 12/31/2027 (subject to performance and continued service) .
Investment Implications
- Alignment: Ms. Weisbaum’s pay is tightly linked to objective operating metrics and relative TSR via 75% PSU weighting, with anti‑hedging/pledging and ownership guidelines promoting skin‑in‑the‑game .
- Retention risk: No individual severance agreement (offer letter is at‑will), but equity acceleration and retirement provisions (non‑compete prerequisites) provide balanced retention levers; upcoming vesting dates represent known liquidity events .
- Trading signals: Monitor Form 4s around annual RSU vesting (anniversary of 2/26) and November restricted stock vesting dates for potential selling pressure; PSU outcomes in early 2027 may drive larger share deliveries conditional on TSR .
- Governance comfort: Strong say‑on‑pay outcomes, clawback, and double‑trigger CIC protections reduce shareholder risk; peer benchmarking and independent consultant support pay discipline .