Ned Brines
About Ned W. Brines
Ned W. Brines, age 63, is an independent director of Independence Realty Trust (IRT) since December 2021, currently serving as Chair of the Compensation Committee and member of the Audit and Investment Committees; he is a CFA charterholder with a career in investment management and family office leadership . He is presently Chief of Investment Strategy at Arnel & Affiliates and previously held CIO and portfolio management roles; IRT’s Board has affirmatively determined him to be independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citizens Business Bank (Citizen Trust Wealth Mgmt) | Chief Investment Officer | 2012–2016 | Led investment discipline, process, products and services |
| Andell Holdings (family office) | Portfolio Manager | 2010–2012 | Managed diversified holdings |
| Provident Investment Counsel (Pasadena) | SVP, Senior Portfolio Manager (Small Cap Growth Fund ~$1.6B AUM) | 2001–2008 | Portfolio management leadership |
| Roger Engemann & Associates (Pasadena) | Analyst and Portfolio Manager | 1994–2001 | Grew firm from $3B to >$19B AUM |
| Montelena Asset Management | Founder (RIA) | 2008–present | Founded CA-based registered investment adviser |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arnel & Affiliates | Chief of Investment Strategy | Current | Oversees private family diversified assets |
| Milken Institute | Member, Global Capital Market Allocation Committee | Current | Contributes to capital markets allocation oversight |
| City of Hope | Investment Committee member | Current | Community investment oversight |
Board Governance
- Independence: Board affirmed Brines’ independence under NYSE standards .
- Committee assignments: 2024 membership—Audit (member), Compensation (Chair), Investment (member); not on Risk Committee .
- Attendance: In 2024, all directors attended ≥75% of Board/committee meetings; all then-serving directors attended the annual meeting .
- Executive sessions: Independent/non-management directors meet regularly, at least quarterly; Lead Independent Director presides .
- Chair changes: Brines became Compensation Committee Chair in February 2024 (succeeding Dr. Soaries) .
| Committee | Role | 2024 Meetings Held | Notes |
|---|---|---|---|
| Compensation | Chair | 6 | Oversees CEO/NEO pay, incentive plans, non-employee director pay; retained Semler Brossy as independent consultant |
| Audit | Member | 10 | Oversees financial reporting, controls, cybersecurity, and reviews related party transactions |
| Investment | Member | 9 | Oversees capital structure, cost of capital, and investment approvals |
Fixed Compensation
- Structure: Non-employee director compensation includes cash retainer and equity; cash retainer increased to $90,000 effective July 16, 2024 (from $80,000), equity retainer $90,000; chair/member retainers detailed below .
- 2025 change: Equity award increased to $100,000; other elements unchanged .
| Component | 2022 | 2023 | 2024 | 2025 Plan |
|---|---|---|---|---|
| Cash Retainer ($) | $80,000 | $80,000 | $80,000 through Jul 15; $90,000 from Jul 16 | $90,000 (unchanged) |
| Equity Retainer ($) | $90,000 | $90,000 | $90,000 (5,516 shares granted on May 15, 2024; immediate vest) | $100,000 |
| Audit Chair / Member ($) | Chair $20,000; Member $7,500 | Chair $20,000; Member $7,500 | Chair $20,000; Member $10,000 (from Jul 16) | Unchanged |
| Compensation Chair / Member ($) | Chair $15,000; Member $5,000 | Chair $15,000; Member $5,000 | Chair $15,000; Member $5,000 | Unchanged |
| Nominating Chair / Member ($) | Chair $10,000; Member $5,000 | Chair $10,000; Member $5,000 | Chair $12,500 (from Jul 16); Member $5,000 | Unchanged |
| Investment Chair / Member ($) | Chair $5,000; Member $5,000 | Chair $5,000; Member $5,000 | Chair $5,000; Member $5,000 | Unchanged |
| Risk Chair / Member ($) | Chair $5,000; Member $5,000 | Chair $5,000; Member $5,000 | Chair $5,000; Member $5,000 | Unchanged |
Director-specific actuals (Brines):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $75,842 | $97,500 | $111,702 |
| Stock Awards ($) | $79,817 | $94,552 | $96,764 |
| Total ($) | $155,659 | $192,052 | $208,466 |
Performance Compensation
- Directors do not receive performance-based equity at IRT; annual equity retainer grants vest immediately, with no performance conditions .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Director performance-based metrics tied to pay | None disclosed (equity retainer time-based) | None disclosed (equity retainer time-based) | None disclosed (equity retainer time-based; immediate vest) |
Other Directorships & Interlocks
| Company/Entity | Role | Tenure | Notes |
|---|---|---|---|
| Steadfast Apartment REIT (STAR) | Independent Director; Compensation Committee Chair | 2020–2021 | Pre-merger role; chaired compensation committee |
| Steadfast Income REIT (SIR) | Independent Director | 2012–2020 | Pre-merger role |
| STAR III | Independent Director | 2016–2020 | Pre-merger role |
| Stira Alcentra Global Credit Fund | Independent Trustee | 2017–2019 | Closed-end fund trustee |
| Current Public Company Boards | — | — | None disclosed for Brines at IRT |
| Compensation Committee Interlocks | — | — | None; no IRT executive serves as a director/comp committee member at another company with reciprocal relationships |
Expertise & Qualifications
- Education: MBA, University of Southern California; BS, San Diego State University; CFA charterholder .
- Technical/industry: Portfolio management, investment strategy, family office governance; Milken Institute committee and City of Hope investment committee service reinforce capital markets and fiduciary expertise .
Equity Ownership
| Item | As of Mar 17, 2025 |
|---|---|
| Total beneficial ownership (shares) | 51,287 (includes 1,464 indirectly held) |
| Ownership % of shares outstanding | <1% (denoted “*” in table) |
| Vested vs. unvested | Annual director equity awards vest immediately; no performance conditions |
| Options (exercisable/unexercisable) | Not disclosed for directors (no option grants noted) |
| Pledging/Hedging | Prohibited by Insider Trading Policy; no margin or pledging allowed |
| Stock ownership guidelines | 5× annual cash retainer for non-employee directors; all directors are in compliance or within the compliance window |
Governance Assessment
- Board effectiveness: Brines chairs the Compensation Committee and serves on Audit and Investment—aligning his investment and governance expertise with oversight of executive pay, financial reporting, and capital allocation . Independence and regular executive sessions strengthen oversight .
- Pay structure and alignment: Director pay blends cash and equity; equity retainer increased to $100,000 in 2025 while cash retainer rose mid-2024 to $90,000—monitoring pay inflation risk is prudent, though the use of independent consultant (Semler Brossy) and peer benchmarking supports governance . Equity grants vest immediately for directors, which simplifies alignment but are not performance-linked .
- Shareholder signals: Say-on-pay votes approved—2024 with 175,754,683 For vs. 4,667,062 Against ; 2025 with 186,264,202 For vs. 4,630,492 Against —indicative of investor support for compensation practices overseen by the committee.
- Conflicts/related party: Audit Committee reviews related party transactions; no Item 404(a) related transactions were disclosed upon Brines’ 2021 appointment following the STAR merger .
- Attendance/engagement: Committee meeting cadence is robust (Audit 10, Compensation 6, Investment 9; 2024), and directors met attendance expectations and annual meeting participation—positive for engagement .
- Policies and protections: Anti-hedging/pledging, stock ownership guidelines, and formal clawback (for executives) contribute to governance quality and investor alignment .
RED FLAGS: None disclosed specific to Brines (no related-party transactions; independence affirmed; attendance met guidelines; equity grants are standard director retainer, not repricings) .