INDEPENDENCE REALTY TRUST, INC., DEF 14A filed on 3/21/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name INDEPENDENCE REALTY TRUST, INC.
Entity Central Index Key 0001466085
v3.25.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
$ / shares
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
(a)(b)(c)(d)(e)(f)(g)(h)(i)
YearSummary Compensation Table Total for CEO
Compensation Actually Paid to CEO1
Average Summary Compensation Table Total for Non-CEO NEOs
Average Compensation Actually Paid to Non-CEO NEOs2
Value of Initial Fixed $100 Investment Based On:
Net (Loss) Income (in millions)
Core FFO per Share4
TSR
Peer Group3 TSR
2024$5,034,440 $8,841,148 $1,483,302 $2,172,057 $160.93 $117.56 $40.0 $1.16 
2023$4,846,528 $2,913,725 $1,441,139 $833,804 $124.15 $112.04 $(17.8)$1.15 
2022$4,856,465 $583,503 $1,754,644 $540,222 $130.87 $100.62 $120.7 $1.08 
2021$4,517,543 $15,562,928 $1,448,152 $4,047,439 $190.70 $134.06 $45.5 $0.84 
2020$3,495,195 $5,384,680 $1,075,244 $1,446,639 $99.22 $94.88 $14.9 $0.73 
        
Company Selected Measure Name CFFO        
Peer Group Issuers, Footnote Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the constituent members of the FTSE NAREIT Equity Index, which we use to prepare the stock performance graph in our Form 10-K. We previously used the FTSE NAREIT Apartment Index for this disclosure, which is the index we use to determine our relative TSR performance for the objective component of our annual PSU awards. We changed the index used for this disclosure based on updated SEC guidance. Had we continued to use the FTSE NAREIT Apartment Index, the peer group TSR would have been as follows: $119.35 (2024), $97.85 (2023), $94.43 (2022), $135.61 (2021) and $84.73 (2020).        
PEO Total Compensation Amount $ 5,034,440 $ 4,846,528 $ 4,856,465 $ 4,517,543 $ 3,495,195
PEO Actually Paid Compensation Amount $ 8,841,148 2,913,725 583,503 15,562,928 5,384,680
Adjustment To PEO Compensation, Footnote The dollar amounts reported represent the amount of Compensation Actually Paid ("CAP") to our Chief Executive Officer ("CEO"), Scott Schaeffer, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Schaeffer during the applicable year. To calculate CAP to Mr. Schaeffer, for 2024, the following amounts were deducted from and added to Summary Compensation Table ("SCT") total compensation.
CEO SCT Total to CAP Reconciliation:
YearSCT TotalDeductions from SCT Total (i)Additions to SCT Total (ii)CAP
2024$5,034,440 $2,524,771 $6,331,479 $8,841,148 
(i)Represents the grant date fair value of equity-based awards, as shown in the Stock Awards column of the Summary Compensation Table.
(ii)Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The equity component of CAP is further detailed in the supplemental table below.
CEO Equity Component of CAP:
YearFair Value of Equity Awards Granted in the Year and Outstanding and Unvested as of Year EndYear over Year Change in Fair Value of Equity Awards Granted in Prior Years and Outstanding and Unvested as of Year EndFair Value as of Vesting Date of Equity Awards Granted and Vested in the YearYear over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the YearFair Value at the End of the Prior Year of Equity Awards that were Forfeited in the YearValue of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total CompensationTotal
Equity
Award
Adjustments
2024$3,872,209 $1,583,099 $— $781,185 $— $94,986 $6,331,479 
        
Non-PEO NEO Average Total Compensation Amount $ 1,483,302 1,441,139 1,754,644 1,448,152 1,075,244
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,172,057 833,804 540,222 4,047,439 1,446,639
Adjustment to Non-PEO NEO Compensation Footnote The dollar amounts reported in column (e) represent the average amount of CAP to the non-CEO named executive officers (“Non-CEO NEOs”) as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-CEO NEOs during the applicable year. The Non-CEO NEOs reflected in columns (d) and (e) consist of the following individuals for each of 2020 - 2024: James Sebra and Jason Delozier. In addition, Farrell Ender and Jessica
Norman are included as Non-CEO NEOs from 2020-2023, Ella Neyland is included as a Non-CEO NEO for 2022 only and Ms. Weisbaum is included as a Non-CEO NEO for 2023 and 2024. To calculate CAP to our Non-CEO NEOs for 2024, the following amounts were deducted from and added to SCT total compensation.
Average Non-CEO NEOs SCT Total to CAP Reconciliation:
YearSCT TotalDeductions from SCT Total (i)Additions to SCT Total (ii)CAP
2024$1,483,302 $502,644 $1,191,399 $2,172,057 
(i)Represents the grant date fair value of equity-based awards, as shown in the Stock Awards column of the Summary Compensation Table.
(ii)Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The equity component of CAP is further detailed in the supplemental table below.
Average Non-CEO NEOs Equity Component of CAP:
YearFair Value of Equity Awards Granted in the Year and Outstanding and Unvested as of Year EndYear over Year Change in Fair Value of Equity Awards Granted in Prior Years and Outstanding and Unvested as of Year EndFair Value as of Vesting Date of Equity Awards Granted and Vested in the YearYear over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the YearFair Value at the End of the Prior Year of Equity Awards that were Forfeited in the YearValue of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total CompensationTotal
Equity
Award
Adjustments
2024$770,906 $246,878 $— $125,551 $— $48,064 $1,191,399 
        
Compensation Actually Paid vs. Net Income
Table 1 below graphs the dollar changes in CAP to our CEO, average CAP to our NON-CEO NEOs ("Executive Pay") and our net income for the five-year period ending December 31, 2024.
4049
        
Compensation Actually Paid vs. Company Selected Measure
Table 2 below graphs the dollar changes in Executive Pay, and our CFFO per share for the five-year period ending December 31, 2024.
4183
        
Total Shareholder Return Vs Peer Group
Table 3 below graphs the dollar changes in our Executive Pay, our TSR, and our peer group TSR for the five-year period ending December 31, 2024.
4330
        
Tabular List, Table
•CFFO per Share
•Operating Margin
•G&A % of Revenue
•Relative TSR
•Net Debt-to-Adjusted EBITDA
•Same-Store NOI Growth
        
Total Shareholder Return Amount $ 160.93 124.15 130.87 190.70 99.22
Peer Group Total Shareholder Return Amount 117.56 112.04 100.62 134.06 94.88
Net Income (Loss) $ 40,000,000.0 $ (17,800,000) $ 120,700,000 $ 45,500,000 $ 14,900,000
Company Selected Measure Amount | $ / shares 1.16 1.15 1.08 0.84 0.73
PEO Name Scott Schaeffer        
Measure:: 1          
Pay vs Performance Disclosure          
Name •CFFO per Share        
Non-GAAP Measure Description We believe this non-GAAP financial measure is an additional appropriate measure of our operating performance. Please see Appendix A to this Proxy Statement for a discussion of CFFO, a non-GAAP financial measure, and a reconciliation to net income (loss), the most directly comparable GAAP financial measure.        
Measure:: 2          
Pay vs Performance Disclosure          
Name •G&A % of Revenue        
Measure:: 3          
Pay vs Performance Disclosure          
Name •Net Debt-to-Adjusted EBITDA        
Measure:: 4          
Pay vs Performance Disclosure          
Name •Operating Margin        
Measure:: 5          
Pay vs Performance Disclosure          
Name •Relative TSR        
Measure:: 6          
Pay vs Performance Disclosure          
Name •Same-Store NOI Growth        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (2,524,771)        
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 6,331,479        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,872,209        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,583,099        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 781,185        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 94,986        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (502,644)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,191,399        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 770,906        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 246,878        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 125,551        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 48,064        
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Equity Award Timing. The Company’s long-standing practice has been to grant equity awards on a predetermined schedule. Annual awards are made in the first quarter of the fiscal year, and typically occur prior to the Company’s release of the financial results for the prior fiscal year through the filing of a Current Report on Form 8-K and accompanying earnings release and earnings call, and before the filing of the Company’s Annual Report. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards. Instead, the timing of grants is in accordance with the yearly compensation cycle, with awards granted at the start of the new fiscal year to incentivize the executives to deliver on the Company’s strategic objectives for the new fiscal year.
Off-cycle awards (such as special retention awards, or awards relating to new hires or promotions) may occasionally occur at other times throughout the year, and are generally approved at a regularly scheduled quarterly meeting of the Compensation Committee. The timing of such awards is therefore dictated primarily by
the event giving rise to the award (e.g., new hire, promotion, etc.) and the schedules of the Committee members approving the award. The Company did not time the disclosure of material nonpublic information to affect the value of executive compensation awarded in 2024.
Award Timing Method The Company’s long-standing practice has been to grant equity awards on a predetermined schedule. Annual awards are made in the first quarter of the fiscal year, and typically occur prior to the Company’s release of the financial results for the prior fiscal year through the filing of a Current Report on Form 8-K and accompanying earnings release and earnings call, and before the filing of the Company’s Annual Report.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered Annual awards are made in the first quarter of the fiscal year, and typically occur prior to the Company’s release of the financial results for the prior fiscal year through the filing of a Current Report on Form 8-K and accompanying earnings release and earnings call, and before the filing of the Company’s Annual Report. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards. Instead, the timing of grants is in accordance with the yearly compensation cycle, with awards granted at the start of the new fiscal year to incentivize the executives to deliver on the Company’s strategic objectives for the new fiscal year.
Off-cycle awards (such as special retention awards, or awards relating to new hires or promotions) may occasionally occur at other times throughout the year, and are generally approved at a regularly scheduled quarterly meeting of the Compensation Committee. The timing of such awards is therefore dictated primarily by
the event giving rise to the award (e.g., new hire, promotion, etc.) and the schedules of the Committee members approving the award.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true