INDEPENDENCE REALTY INC TRUST (IRT)
Sector: Real Estate
2026 Annual Meeting Analysis
INDEPENDENCE REALTY INC TRUST · Meeting: May 13, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Nine Directors to the Board of Directors
Long-serving CEO and Chairman with 15 years of tenure; IRT's 3-year total return of +5.1% outperforms the company-disclosed peer group median by +4.0 percentage points, well within the 35-point threshold required to trigger an against vote, and no overboarding, attendance, or independence concerns apply.
Independent director since December 2021 (approximately 4 years of tenure); no TSR trigger fires given IRT outperforms peer median over 3 years, no overboarding concerns (holds no other public board seats), and attendance was confirmed above 75% in 2025.
Independent director since October 2017 with strong audit and financial expertise as a former Grant Thornton audit partner and CPA; no TSR trigger, no overboarding, and confirmed full attendance in 2025.
Independent director since June 2017 with relevant financial services and real estate background; no TSR trigger fires, no overboarding, and confirmed full attendance in 2025.
President and CFO serving as a director since May 2025 — fewer than 24 months of board tenure, making him exempt from the TSR trigger under the new-director exemption; his deep REIT financial expertise is directly relevant to IRT's business.
Independent director since December 2021 with relevant real estate and legal compliance background; no TSR trigger, no overboarding, and confirmed full attendance in 2025.
Long-serving Lead Independent Director since February 2011 with banking, community development, and real estate background; holds one outside public board seat (Onity Group), which is within policy limits; no TSR trigger fires and attendance was confirmed above 75% in 2025.
Independent director since January 2021 with strong corporate governance and legal expertise; no TSR trigger, no overboarding, and confirmed full attendance in 2025.
Independent director since February 2024 — approximately 27 months of tenure, just over the 24-month new-director exemption window, but the TSR trigger does not fire because IRT outperforms the disclosed peer group median over 3 years by +4.0 percentage points, far below the 35-point threshold; holds two outside public board seats (VICI Properties and American Tower), which equals the policy maximum but does not exceed it.
All nine director nominees receive a FOR vote. IRT's 3-year total return of +5.1% beats the company-disclosed peer group median by +4.0 percentage points, well below the 35-point underperformance threshold required to trigger any against votes under the low-positive TSR band. No director is overboarded beyond policy limits, all directors met the 75% attendance threshold in 2025, no non-independent directors sit on audit or compensation committees, and the board includes a qualified audit committee financial expert. The slate is well-composed with relevant industry and financial expertise.
Say on Pay
✓ FORCEO
Scott F. Schaeffer
Total Comp
$5,266,937
Prior Support
97%%
CEO Scott Schaeffer received total compensation of approximately $5.27 million in 2025, which is reasonable for a CEO of a $3.7 billion residential REIT and does not appear to exceed benchmark thresholds for his title, sector, and market cap band. The pay program is well-structured: the majority of compensation is performance-based, with 75% of equity awards tied to relative 3-year total shareholder return versus the FTSE NAREIT Apartment Index and the remaining 25% delivered as time-vesting stock units, and annual cash bonuses are 75% driven by formulaic operating metrics including funds from operations per share, same-store net operating income growth, and leverage. The pay-for-performance alignment is also acceptable — IRT's 3-year total return of +5.1% modestly outperforms the disclosed peer group median, the company's 2023 performance stock awards paid out at 131% of target based on actual TSR performance, and shareholders expressed overwhelming support (97%) at the 2025 annual meeting; a meaningful clawback policy is in place and no problematic pay features such as guaranteed bonuses, excessive perquisites, or excise tax gross-ups are present.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
12 yrs
Audit Fees
$858,700
Non-Audit Fees
$664,829
The non-audit fees paid to KPMG in 2025 — which include $248,000 in audit-related fees (registration statement reviews and comfort letters) and $416,829 in tax compliance and advisory fees, totaling $664,829 — represent approximately 77% of the core audit fee of $858,700. Our policy calls for a NO vote when non-audit fees exceed 50% of audit fees, because a financial relationship of this size raises concerns about whether the auditor can remain fully independent from management. KPMG's tenure of 12 years (since 2014) is well below the 25-year threshold that would independently trigger a concern, and KPMG is an appropriate Big 4 firm for a $3.7 billion company, but the high non-audit fee ratio is a clear policy trigger.
Overall Assessment
IRT's 2026 annual meeting ballot is largely clean: all nine director nominees receive FOR votes as IRT outperforms its disclosed peer group on a 3-year basis and no governance red flags are present, and the say-on-pay program receives a FOR vote given reasonable CEO pay levels, strong performance-based pay structure, and 97% prior-year shareholder support. The one exception is the auditor ratification, which receives an AGAINST vote because non-audit and audit-related fees paid to KPMG in 2025 totaled approximately 77% of the core audit fee, well above the 50% policy threshold that signals potential independence concerns.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing