Stephen Bowie
About Stephen R. Bowie
Independent director since December 2021; age 74. Partner at Pacific Development Group since 1987, with prior service as President of Bowie Development Company (1979–1987). Holds a B.S. in Business Administration from the University of Southern California; licensed real estate broker in California. Tenure on IRT’s board is ~3 years; core credentials in real estate development and capital allocation; designated independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pacific Development Group | Partner | 1987–Present | Development and management of shopping centers across California |
| Bowie Development Company, Inc. | President | 1979–1987 | Led development projects; foundational operating experience |
| Steadfast Apartment REIT (STAR) | Independent Director | Mar 2020–Dec 2021 | Multi-family REIT board experience prior to the STAR–IRT merger |
| Steadfast Apartment REIT III (STAR III) | Independent Director | Jan 2016–Mar 2020 | Additional non-traded REIT board governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Northrise University Initiative (501(c)(3)) | Board Member | Not disclosed | Non-profit governance |
| Northrise University Board of Trustees | Trustee | Not disclosed | Academic governance |
| Northrise University Board of Regents | Regent | Not disclosed | Academic governance |
Board Governance
- Committee assignments: Investment Committee Chair; Nominating & Governance Committee member .
- Independence: Board affirmed Bowie is independent under NYSE standards .
- Attendance: All directors attended at least 75% of Board/committee meetings; all attended the 2024 annual meeting .
- Executive sessions: Independent/non-management director executive sessions held at least quarterly; presided by Lead Independent Director .
- Lead Independent Director: Role defined with agenda approval, session leadership, and shareholder communication responsibilities (current LID is Dr. Soaries as of Feb 5, 2025) .
| Committee | Role | Meetings Held (2024) |
|---|---|---|
| Investment | Chair | 9 |
| Nominating & Governance | Member | 6 |
Fixed Compensation
- Director fee schedule (2024): cash retainer $80,000 (pre-July 16) rising to $90,000; equity grant $90,000; chair retainers: Audit $20,000, Compensation $15,000, Nominating $12,500 ($10,000 before July 16), Investment $5,000, Risk $5,000; committee member fees: Audit $10,000 ($7,500 before July 16), Compensation $5,000, Nominating $5,000, Investment $5,000, Risk $5,000; LID retainer $25,000 .
| Component | Amount/Detail | 2024 Result |
|---|---|---|
| Cash fees earned (Bowie) | Includes board retainer and committee chair/member fees | $94,592 |
| Equity (Bowie) | Stock award; 5,516 shares granted May 15, 2024 (immediate vest) | $96,764 (at $17.23 close) |
| Total (Bowie) | Cash + Equity | $191,356 |
| Equity award basis | VWAP for 20 days prior to grant: $16.03 vs SEC valuation on close | $90,000 design target vs $96,764 SEC value |
- Ownership requirements: Non-employee directors must hold 5× the annual cash retainer within 6 years; the company reports all non-employee directors are in compliance or within compliance period .
Performance Compensation
- Directors at IRT do not receive performance-based pay (no options or PSUs); annual equity grants are fixed-dollar stock grants that vest immediately . | Performance Component for Directors | Status | |---|---| | Options/PSUs | None disclosed for directors | | Performance metrics tied to director pay | Not applicable |
Other Directorships & Interlocks
| Company/Organization | Type | Status | Notes |
|---|---|---|---|
| Steadfast Apartment REIT (STAR) | REIT | Prior directorship | Governance experience pre-merger |
| STAR III | REIT | Prior directorship | Governance experience |
| Northrise University entities | Non-profit/Academic | Current roles | No commercial interlock disclosed |
- Limits on service: IRT guidelines limit directors to ≤2 other public company boards without consent; company states none currently exceed this limit .
Expertise & Qualifications
- Real estate development and asset management expertise (multi-decade operator/developer) .
- Capital allocation oversight as Investment Committee Chair (balance sheet, cost of capital, investment returns) .
- Corporate governance participation via Nominating & Governance Committee .
- Licensed real estate broker; USC business education .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Stephen R. Bowie | 37,936 | * (does not exceed 1%) |
| Vested vs unvested | 2024 director stock awards vested immediately | Immediate vesting on grant |
| Ownership guidelines | 5× cash retainer; status compliant or within timeline | Company-wide statement |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy | No hedging/pledging allowed |
Governance Assessment
- Board effectiveness: Bowie’s real estate operator background strengthens Investment Committee leadership on capital deployment; independence and committee engagement support robust oversight .
- Alignment: Meaningful share ownership and immediate-vesting equity grants provide ongoing skin-in-the-game; non-employee director stock ownership guidelines and anti-hedging/anti-pledging policies enhance alignment quality .
- Engagement/attendance: Committee meeting cadence (Investment: 9; Nominating: 6) and ≥75% attendance plus annual meeting participation indicate active engagement .
- Compensation structure: Balanced cash/equity mix consistent with peers; 2025 increase in annual director equity award to $100,000 signals competitive pay without performance-levered risk for directors .
- Potential conflicts/related-party exposure: Bowie’s PDG role is in real estate development; IRT’s Audit Committee reviews and must approve any related-party transactions and conflicts; waiver framework tightly controlled—no specific related-party transactions are presented in the cited proxy sections .
- Investor confidence signals: Strong 2024 say-on-pay approval (97% of votes cast) and defined risk oversight (Board and committees, including cybersecurity and ERM) support governance credibility, though executive pay votes reflect management compensation rather than director pay .
RED FLAGS: None identified in the proxy relative to Bowie—independence affirmed; robust attendance; anti-hedging/pledging policy; no disclosed related-party transactions involving him in the cited sections .