INDEPENDENCE REALTY TRUST, INC.
For the period ended May 13, 2026. Filed Mar 19, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 13, 2026 · Filed Mar 19, 2026
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Contents
Pay versus Performance
The following table and charts provide information about the relationship between compensation actually paid to our NEOs, as computed in accordance with Item 402(v) of Regulation S-K, and the Company's financial performance as well as the relationship between the Company's TSR and the TSR of the Company's peer group. The calculations included herein do not necessarily reflect the Company's approach to aligning compensation with performance, which is detailed in CD&A above.
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
|---|---|---|---|---|---|---|---|---|
| Value of Initial Fixed $100 Investment Based On: | ||||||||
| Year | Summary Compensation Table Total for CEO1 | Compensation Actually Paid to CEO1 | Average Summary Compensation Table Total for Non-PEO NEOs2 | Average Compensation Actually Paid to Non-PEO NEOs2 | IRT - Total Shareholder Return | Peer Group - Total Shareholder Return | Net (Loss) Income (in millions) | Core FFO per Share4 |
| 2025 | $5,266,937 | $4,286,462 | $1,617,087 | $1,439,250 | $152.12 | $126.71 | $57.7 | $1.17 |
| 2024 | $5,034,440 | $8,841,148 | $1,483,302 | $2,172,057 | $160.93 | $123.90 | $40.0 | $1.16 |
| 2023 | $4,846,528 | $2,913,725 | $1,441,139 | $833,804 | $124.15 | $118.09 | $(17.8) | $1.15 |
| 2022 | $4,856,465 | $583,503 | $1,754,644 | $540,222 | $130.87 | $106.05 | $120.7 | $1.08 |
| 2021 | $4,517,543 | $15,562,928 | $1,448,152 | $4,047,439 | $190.70 | $141.30 | $45.5 | $0.84 |
| (1) | 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 2025, the following amounts were deducted from and added to Summary Compensation Table ("SCT") total compensation. |
CEO SCT Total to CAP Reconciliation:
| Year | SCT Total | Deductions from SCT Total (i) | Additions to SCT Total (ii) | CAP |
|---|---|---|---|---|
| 2025 | $5,266,937 | $2,825,675 | $1,845,200 | $4,286,462 |
| (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:
| Year | Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested as of Year End | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years and Outstanding and Unvested as of Year End | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that were Forfeited in the Year | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments |
|---|---|---|---|---|---|---|---|
| 2025 | $2,513,592 | $(501,117) | $— | $(281,479) | $— | $114,204 | $1,845,200 |
| (2) | 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 2021 - 2025: James Sebra and Jason Delozier. In addition, Farrell Ender and Jessica Norman are included as Non-CEO NEOs from 2021-2023, Ella Neyland is included as a Non-CEO NEO for 2022 only and Ms. Weisbaum is included as a Non-CEO NEO for 2023-2025. To calculate CAP to our Non-CEO NEOs for 2025, the following amounts were deducted from and added to SCT total compensation. |
Average Non-CEO NEOs SCT Total to CAP Reconciliation:
| Year | SCT Total | Deductions from SCT Total (i) | Additions to SCT Total (ii) | CAP |
|---|---|---|---|---|
| 2025 | $1,617,087 | $596,519 | $418,682 | $1,439,250 |
| (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. |
2026 Proxy Statement | 40
Average Non-CEO NEOs Equity Component of CAP:
| Year | Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested as of Year End | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years and Outstanding and Unvested as of Year End | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that were Forfeited in the Year | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments |
|---|---|---|---|---|---|---|---|
| 2025 | $530,637 | $(86,988) | $— | $(45,045) | $— | $20,079 | $418,682 |
| (3) | 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. |
| (4) | 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. |
Financial Performance Measures
The following list provides the financial performance measures that are the most important measures used to link executive compensation actually paid for fiscal year 2025 to company performance. The measures in this table are not ranked. Please see Appendix A to this Proxy Statement for a discussion of the non-GAAP financial measures listed below, and a reconciliation to the most directly comparable GAAP financial measures.
| • | CFFO per Share | • | Operating Margin |
|---|---|---|---|
| • | G&A % of Revenue | • | Relative TSR |
| • | Net Debt-to-Adjusted EBITDA | • | Same-Store NOI Growth |
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, 2025.
2026 Proxy Statement | 41
Table 2 below graphs the dollar changes in Executive Pay, and our CFFO per share for the five-year period ending December 31, 2025.
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, 2025.
2026 Proxy Statement | 42
Equity Compensation Plan Information
The following table sets forth certain information regarding IRT's equity compensation plans as of December 31, 2025.
| Plan Category | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (1) | (b) Weighted Average Exercise Price of Outstanding Options Warrants, and Rights (2) | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a)) (3) |
|---|---|---|---|
| Equity compensation plans approved by security holders | 1,060,587 | n/a | 6,450,484 |
| Equity compensation plans not approved by security holders | — | n/a | — |
| 'Total | 1,060,587 | 6,450,484 |
| (1) | Includes PSUs and RSUs which remained subject to forfeiture at December 31, 2025. The number of PSUs reflects the actual number of shares issuable for 2023 and maximum number of shares issuable for 2024 and 2025. Excludes 382,337 restricted common stock awards that remained subject to forfeiture at December 31, 2025 because they do not constitute outstanding options, warrants and rights. |
| (2) | The weighted average exercise price in column (b) does not take PSUs and RSUs into account, as they do not have an exercise price. |
| (3) | Reflects shares available for issuance under our 2022 Long Term Incentive Plan, assuming the maximum performance is achieved with respect to PSUs subject to performance periods ending after December 31, 2025. |
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