Richard Gebert
About Richard D. Gebert
Richard D. Gebert, age 67, is an independent director of Independence Realty Trust (IRT) serving since October 2017 and currently chairs the Audit Committee while also sitting on the Compensation Committee; he was formerly an audit partner at Grant Thornton LLP and is designated an “audit committee financial expert” by IRT’s board . The board has affirmatively determined Gebert is independent under NYSE standards, and in 2024 all directors met the 75% attendance threshold across Board and committee meetings; the Board held 11 meetings with Audit (10), Compensation (6), Nominating (6), Investment (9), and Risk (4) meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grant Thornton LLP | Audit Partner; Senior Leadership Team member; East Region Managing Partner; Philadelphia Office Managing Partner; Partnership Board member | Audit Partner 1995–Jul 2016; Senior Leadership Team Aug 2013–Jul 2016; East Region 2011–Jul 2016; Philadelphia 1999–2011; Partnership Board 2003–2011 | Led audit practice, governance roles; deep expertise in reporting, controls, risk |
| AG Epstein Co | Partner; earlier employee | Partner from 1987; employed 1979–1995 (firm later merged into Grant Thornton) | Regional audit leadership; CPA practice experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Association for Corporate Growth (ACG Global) | Board & Audit Committee member | Sep 2016–Oct 2019 | Middle-market growth organization; audit oversight experience |
Board Governance
- Committee assignments (as of Feb 5, 2025): Audit Committee Chair; Compensation Committee member .
- Independence: Board determined Gebert is independent under NYSE standards .
- Attendance: In 2024, all directors met at least 75% attendance thresholds across Board and their committees; Board held 11 meetings and committees met as listed above .
- Audit Committee financial expert: Gebert is qualified as an “audit committee financial expert” per SEC regulations .
- Lead independent director framework: Independent director presides over executive sessions; lead independent director in 2025 is Dr. Soaries, enhancing oversight with combined Chair/CEO structure .
- Risk, related party oversight: Audit Committee oversees related party transactions, compliance with Code of Ethics, cybersecurity reporting, and enterprise risk coordination with the Risk Committee .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Cash fees earned | $109,592 | Includes standard board cash retainer, committee chair/member fees (Audit Chair $20,000; Audit member $10,000 post July 16, 2024; Compensation member $5,000) |
| Stock award (granted May 15, 2024) | $96,764 | 5,516 shares; immediately vested; valued at grant-date closing price $17.23 (SEC reporting value) |
| Total director compensation (2024) | $206,356 | Sum of cash and stock awards |
| 2025 policy update (equity grant value) | $100,000 | Equity award value increased; based on 20-trading-day VWAP before grant |
Performance Compensation
- IRT does not tie director equity to performance; 2024 director stock grants vested immediately upon grant, with no performance conditions .
- Company-wide incentive framework (executive plan) overseen by Gebert’s committees shows pay-for-performance alignment:
| Metric | Weighting | Threshold | Target | Maximum | 2024 Actual |
|---|---|---|---|---|---|
| CFFO per share | 40% | $1.12 | $1.14 | $1.16 | $1.16 |
| Same-Store NOI Growth | 20% | 1.0% | 2.5% | 4.0% | 3.2% |
| Operating Margin | 15% | 61.8% | 62.3% | 62.8% | 63.1% |
| G&A % of Revenue | 15% | 3.0% | 2.9% | 2.8% | 2.9% |
| Net Debt / Adjusted EBITDA | 10% | 6.15x | 6.00x | 5.85x | 5.95x |
- Clawback and hedging: Executive incentive compensation is subject to a post-restatement clawback; hedging/pledging of Company stock is prohibited, reinforcing alignment standards overseen by Audit and Compensation Committees .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Gebert . |
| Committee interlocks | Compensation Committee disclosed no interlocks or insider participation conflicts; Gebert is a member . |
| Limits on other boards | Directors may not serve on more than two other public company boards without Board consent; Board reports no director exceeds limits . |
Expertise & Qualifications
- CPA background; membership in AICPA, PICPA, Georgia Society of CPAs; Bachelor of Business Administration from Temple University .
- Audit Committee financial expert per SEC rules, based on education and experience reviewing financial statements across companies .
- Deep experience in financial reporting, internal controls, risk management, and executive leadership, matching IRT’s core board competencies .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Richard D. Gebert | 39,194 | <1% | Included in directors’ beneficial ownership table; sole voting/dispositive power unless stated otherwise |
- Director ownership guideline: Non-employee directors must hold shares equal to 5x annual cash retainer; Company states all non-employee directors are in compliance or within the allowed timeframe .
- Anti-hedging and pledging: Directors are prohibited from hedging or pledging Company stock under the Insider Trading Policy .
Governance Assessment
- Strengths: Gebert’s audit leadership and “financial expert” designation fortify oversight of reporting, controls, and related-party review; independence affirmed; committee structure includes separate Audit, Compensation, Nominating, Investment, and Risk committees; executive sessions held regularly; stock ownership guidelines and anti-hedging policies support alignment .
- Signals: 2024 say‑on‑pay passed with over 97% approval, indicating shareholder support for compensation governance; incentive metrics achieved at or above target across key financial drivers, consistent with pay-for-performance .
- Potential watchpoints: Combined Chair/CEO remains in place; mitigated by a robust lead independent director role and regular executive sessions; continued monitoring of risk oversight and cybersecurity reporting cadence is appropriate for audit leadership .
- Related-party transactions: No specific related-party transactions disclosed; Audit Committee controls and approval framework in place .