DEF 14A of Arbor Realty Trust Inc, Apr 18, 2024

DEF 14A of Arbor Realty Trust Inc

Filed Apr 18, 2024 · FY20230001628280-24-016807

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Our Board of Directors presently consists of nine members. Pursuant to our charter, the Board of Directors is divided into three classes of directors, with each director serving for a term expiring at the annual meeting of stockholders held in the third year following the year of their election and until their successors are duly elected and qualified, with one class up for election at each annual meeting. At this year’s annual meeting, the term of our Class III directors will expire. Our other directors will remain in office for the remainder of their respective terms, as indicated below. At the annual meeting, stockholders will vote on the election of Dr. Carrie Wilkens, a recently appointed Class II director, for a two-year term to serve until the 2026 annual meeting of stockholders and until her successor is duly elected and qualified, and for the elections of Mr. Kenneth J. Bacon, Mr. William C. Green and Mr. Elliot Schwartz, each for a three-year term to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified. The following table sets forth information concerning the nine directors who: (1) are nominees for election at this year’s annual meeting; or (2) whose terms are not expiring.

  2. Directors Who are Nominees for Election

    Directors Who are Nominees for Election

  3. Directors Who are Nominees for Election

    | Name | Class | Age | New Term to Expire at Annual Meeting in | | Carrie Wilkens | II | 54 | 2026 | | Kenneth J. Bacon | III | 69 | 2027 | | William C. Green | III | 63 | 2027 | | Elliot Schwartz | III | 63 | 2027 |

  4. Directors Whose Terms are Not Expiring

    Directors Whose Terms are Not Expiring

  5. Directors Whose Terms are Not Expiring

    | Name | Class | Age | Term Expires at Annual Meeting in | | Caryn Effron | I | 62 | 2025 | | Joseph Martello | I | 68 | 2025 | | Edward Farrell | I | 63 | 2025 | | Ivan Kaufman | II | 63 | 2026 | | Melvin F. Lazar | II | 85 | 2026 |

  6. Nominees

    Nominees Carrie Wilkens. Dr. Wilkens was appointed to our Board of Directors in October 2023. Dr. Wilkens is a psychologist with over 25 years of experience in the practice and dissemination of evidence-based treatments for substance use and Post-Traumatic Stress. She is the Co-Founder and Clinical Director of the Center for Motivation and Change ("CMC"), a large private group practice of clinicians serving all ages in New York City, Long Island, NY, Washington, D.C., San Diego, CA, and CMC: Berkshires, a private residential program for adults. Dr. Wilkens is the co-author of the award-winning book, Beyond Addiction: How Science and Kindness Help People Change - a practical guide for families dealing with substance problems in a loved one, and The Beyond Addiction Workbook for Family and Friends: Evidence-Based Skills to Help a Loved-One Make Positive Change. She is also Co-President and CEO of the CMC: Foundation for Change, a non-profit with the mission of improving the dissemination of evidence-based ideas and strategies to professionals and loved ones of individuals struggling with substance use. Prior to CMC, Dr. Wilkens was a Project Director on a large federally funded Substance Abuse and Mental Health Services Administration grant in addition to working as an executive consultant with WJM Associates. She is regularly sought out by the media to discuss issues related to substance use disorders and has been on the CBS Morning Show, Fox News, the Katie Couric Show, frequent NPR segments, and a guest on over 30 podcasts, including “Ten Percent Happier” with Dan Harris. She also appeared in the HBO documentary “Risky Drinking.” Dr. Wilkens is a member of the Association for Behavioral and Cognitive Therapies and the American Association of Addiction Psychiatry. Based on her experience in managing several successful enterprises and her deep understanding of behaviors and inter-personal dynamics, the Board of Directors has concluded that Dr. Wilkens should serve as one of our directors. Kenneth J. Bacon. Mr. Bacon has served as one of our directors since April 2020. Mr. Bacon is co-founder and managing partner of RailField Partners, an entrepreneurially run financial advisory and asset management firm focused on the multifamily sector which was started in 2013. Prior to forming RailField, he spent 19 years at Fannie Mae as the Executive Vice President of Multifamily Mortgage Business, where he was responsible for the management and marketing of Fannie Mae’s portfolio of multifamily loans and investments and had roles serving single-family housing and directing investments in community development. During his tenure, he grew the firm’s portfolio from $56 billion to more than $195 billion, consisting primarily of multifamily mortgages and over $6 billion of conventional equity, tax credits, and mezzanine debt. He also managed the American Communities Fund at Fannie Mae, which was established to provide loans and equity to for-sale and rental housing developments to increase the supply of affordable housing and to revitalize communities. Before joining Fannie Mae, he was Director of the Office of Securitization for the Resolution Trust Corporation and held officer positions at Morgan Stanley and Kidder Peabody. Mr. Bacon serves as Chairman of the Board at Welltower, Inc., Nominating and Governance Chair at Comcast Corporation, and Risk Committee Chair at Ally Financial, Inc. Additionally, he serves on the Board of Directors for Dominium, one of the nation’s largest privately-owned affordable housing development and management companies. Mr. Bacon is active in several nonprofit and trade groups, including The Real Estate Roundtable, the Board of the Real Estate Executive Council, and the National Multifamily Housing Council. He also serves as board chair of Martha’s Table, a community nonprofit based in Washington, D.C., and board member at the Urban Institute, a leading Washington, D.C. think tank. He is currently an adjunct professor at the McDonough School of Business — Steers Center for Global Real Estate at Georgetown University. Mr. Bacon’s significant experience in the financial and housing industries, government affairs and the non-profit, educational and philanthropic communities led the Board of Directors to conclude that he should serve as our director. William C. Green. Mr. Green has served as one of our directors since February 2012. Mr. Green currently serves as the principal of Ginkgo Residential and its affiliates, which is focused on providing acquisition, construction management, accounting and asset management services to multifamily properties. Additionally, Mr. Green is the Co-CEO of Ginkgo REIT, Inc., a non-traded real estate investment trust. Prior to that, Mr. Green held senior level positions within Starwood Capital, Wachovia Securities and Banc of America Securities where he focused exclusively on commercial real estate capital markets and commercial real estate asset management activities. Mr. Green is also a director for Ginkgo REIT, Inc. and is a director of Royal Oak Realty Trust. In March 2013, Mr. Green was appointed to serve as Lead Director. See “Corporate Governance Profile — Role of the Lead Director” for further information. Mr. Green’s leadership experience at several organizations provides him with insight and expertise on the real estate, banking and financial services industries in general, which led the Board of Directors to conclude that he should serve as our director. Elliot Schwartz. Mr. Schwartz has served as one of our directors since June 2018. Mr. Schwartz is the co-founder, CEO and General Counsel of Debt Recovery Solutions, LLC, a national accounts receivable management agency. Founded in 2002, the organization purchases and manages distressed consumer receivables in the financial, education, telecommunication and medical sectors. Mr. Schwartz manages all aspects of the company’s operation as well as its compliance with city, state and federal rules and regulations that govern the industry. Prior to founding Debt Recovery Solutions, LLC, Mr. Schwartz served as Senior Vice President, General Counsel and Principal at Coldata, Inc., for more than a decade. The debt management company provided accounts receivable management services to various financial institutions as well as City, State and Federal governmental agencies throughout the United States. After Coldata was sold in 1999, Mr. Schwartz continued his responsibilities under the acquisition until 2002. Mr. Schwartz is a member of the Nassau County Bar Association, New York State Bar Association, Receivables Management Association and the American Collectors Association. As the co-founder and CEO of an organization with a focus in distressed assets in various markets, Mr. Schwartz has a unique set of experience in debt management recovery services, which led the Board of Directors to conclude that he should serve as our director.

  7. Continuing Directors

    Continuing Directors Caryn Effron. Ms. Effron has served as one of our directors since December 2021. Ms. Effron is a commercial real estate finance executive, angel investor, entrepreneur, and change-maker. She has over 25 years of experience in commercial real estate, capital markets, asset management, and capital raising. Ms. Effron was a Managing Director at Ackman-Ziff Real Estate Group, where she specialized in debt and mezzanine financing and has financed over $1 billion in transactions. In 2016, she co-founded Declare (f/k/a Parity-Partners), a community-driven leadership platform focused on mentorship and professional development for women and minorities within finance. For the past decade, Ms. Effron has been an active angel investor and advisor to diverse founders including Learnvest, Springboard, Finhabits, The Helm, and OurOffice. She is a Limited Partner in several women- and diverse-led funds including 645Ventures, Avid Ventures, Inspired Capital, Stellation Capital, Clerisy, and Invictus Global Management. Ms. Effron is a Founding Member and the Co-Chair of the Board of Directors for a newly formed New York non-profit, IDiF, which seeks to advance representation of woman and minorities in the asset management industry, create a culture of capital that embraces diversity and accelerate economic justice. She also currently serves on the Board of Directors for Code Nation, which strives to equip students in under-resourced schools with fundamental coding skills and professional experiences that together create access to careers in technology. Due to her diverse business and leadership experience in the commercial real estate and capital markets industries, the Board of Directors has concluded that Ms. Effron should serve as our director. Joseph Martello. Mr. Martello has served as one of our directors since June 2003. Since 1999, Mr. Martello has been Chief Operating Officer of Arbor Management, LLC, which is the managing member of Arbor Commercial Mortgage, LLC ("ACM"). He is responsible for management of the investment portfolio and overseeing the day-to-day operations within Arbor Management. From 1995 to 1999, Mr. Martello was CFO of ACM. From 1990 to 1995, Mr. Martello was the CFO of Arbor National Holdings, Inc., the predecessor company of ACM. Prior to that, he was a senior manager with the international accounting and consulting firm of Ernst & Young for eleven years. As a senior executive with significant financial services experience who has served within the ACM group of companies for more than 30 years, Mr. Martello brings a breadth of knowledge about real estate matters, as well as the business and operations of the Company. This led the Board of Directors to conclude that Mr. Martello should serve as our director. Edward Farrell. Mr. Farrell has served as one of our directors since June 2018. Mr. Farrell has more than 35 years of financial administration and leadership experience in the financial services industry and is currently the CFO of Cipher Mining Inc. From 2003 through 2021, he served as Senior Vice President, Chief Accounting Officer, Corporate Controller and Interim CFO of AllianceBernstein, L.P., a global investment management and research firm. In this capacity, Mr. Farrell oversaw all duties relating to corporate accounting, financial planning and analysis, tax and treasury, SEC and compliance reporting, as well as global real estate and facilities management. Previously, Mr. Farrell served nine years with Nomura Securities International, Inc., a global investment bank, and held several senior level positions, including CFO. Prior to that, he spent a decade at the investment bank, Salomon Brothers Inc. He began his career at PricewaterhouseCoopers. Mr. Farrell is a Certified Public Accountant and holds the FINRA series 27 license. The Board of Directors has concluded that Mr. Farrell should serve as our director due to his extensive financial administration and leadership experience in the financial services industry. Ivan Kaufman. Mr. Kaufman has served as our Chairman, CEO and President since June 2003. Mr. Kaufman has been CEO and President of ACM since its inception in 1993. ACM was our external manager from our inception through the middle of 2017. ACM remains active in the commercial real estate industry. In 1983, Mr. Kaufman co-founded a predecessor of Arbor National Holdings Inc. and its residential lending subsidiary, Arbor National Mortgage Inc., which went public in 1992. In 1995, the company was sold to Bank of America. In connection with the sale of Arbor National Holdings, Inc., ACM was formed with a focus on multifamily lending, eventually becoming a seller/servicer for Fannie Mae and Freddie Mac and thereby creating the eventual platform of Arbor. In 2016, ACM sold its agency business to us, creating a consolidated, comprehensive real estate finance franchise. Mr. Kaufman has previously served as the Chair of the Independent Judicial Election Qualification Commission for the 10th Judicial District of New York. He has also served on the National and Regional Advisory Boards of Fannie Mae and on the Board of Directors of the Empire State Mortgage Bankers Association. He was previously named regional “Entrepreneur of the Year” by Inc. Magazine for his outstanding achievements in financial services. Mr. Kaufman also served as a regional spokesperson for Global ReLeaf, a program of the American Forestry Association, which led to his appointment as a delegate of the International Arid Lands Consortium. He has guest lectured at Harvard Business School’s Real Estate Club and is a featured presenter at Columbia University and Wharton Business School. Mr. Kaufman is a dedicated community leader who founded the North Shore Hebrew Academy High School, a state-of-the-art, 11-acre academy now regarded as one of the premier college preparatory schools in the Northeast. In addition, he has served on the Board of Trustees of The Birthright Israel Foundation. Melvin F. Lazar. Mr. Lazar has served as one of our directors from his appointment in November 2003 until May 2011 and since his re-appointment in December 2011. Mr. Lazar is the founder of Lazar Levine & Felix LLP, certified public accountants, was its managing partner from 1969 until 2002, and continued as an employee of the firm, now known as Baker Tilly, LLC, until his retirement in 2014. Mr. Lazar specializes in business valuations and merger and acquisition activities. Mr. Lazar serves on the Board of Directors of Active Media Services, Inc., a privately-held corporate trading company and is former Chairman of the Audit Committee of Enzo Biochem, Inc., a publicly-held biotechnology company. As the managing partner of a certified public accounting firm for over 30 years and a former member of the audit committees of a public biotechnology company and a private corporate trading company, Mr. Lazar has extensive accounting and financial expertise in a variety of industries, which led the Board of Directors to conclude that he should serve as our director and as Chair of the Audit Committee.

  8. Compensation Setting Process

    Compensation Setting Process Management’s Role in the Compensation-Setting Process The Compensation Committee believes our CEO, Mr. Kaufman, is in the best position to determine the responsibilities of each other NEO and observe how well each executive performs their responsibilities. Mr. Kaufman provides recommendations to the Compensation Committee regarding base salary levels and the form and amount of the annual cash incentive awards and stock-based compensation paid to all of our other NEOs. Mr. Kaufman’s recommendations are based on, among other things, his evaluation of each other NEO’s performance, contribution toward achieving operational, financial and strategic goals, current and historical compensation elements and our financial performance. The Compensation Committee has the ability to modify any of these recommendations and is solely responsible for ultimately determining and approving all of our compensation arrangements for these NEOs. Additionally, Mr. Kaufman and our other officers provide compensation and other information to the Compensation Committee upon its request. Mr. Kaufman does not participate in any deliberations or approvals by the Compensation Committee with respect to his compensation. See “Determining Compensation Levels” below for more information about the Compensation Committee’s process for determining the compensation of the NEOs. Compensation Consultants The Compensation Committee’s charter provides the committee with the sole authority to retain, terminate, obtain advice from, oversee and compensate any compensation consulting firm or other adviser as it deems appropriate. We have provided appropriate funding to the Compensation Committee to do so. For 2023, the Compensation Committee did not engage a compensation consultant to advise on the compensation of our executive officers and non-employee directors as it continued to apply the principles developed with FPL Associates, its consultant, in 2014 and 2021. FPL Associates has no other relationships with us and is considered an independent third-party advisor. The Compensation Committee conducted a specific review of its relationship with FPL Associates and determined that its work for the Compensation Committee did not raise any conflicts of interest, consistent with the requirements promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), by the SEC and by the NYSE. The Compensation Committee continues to monitor the independence of its compensation consultant on a periodic basis. Determining Compensation Levels The Compensation Committee annually determines targeted total compensation levels, as well as the individual compensation components for the NEOs. In making such determinations, the Compensation Committee reviews and considers: (1) recommendations of our CEO (for the other NEOs); (2) historical compensation levels for each NEO; (3) industry and market conditions and our future objectives and challenges; and (4) overall effectiveness of the executive compensation program. Except with respect to Mr. Kaufman and his Annual Incentive Agreement, the Compensation Committee does not utilize specific performance-based goals and does not engage in benchmarking compensation but reviews general industry trends as well as our overall performance in determining targeted total compensation levels. The total compensation payable to Mr. Kaufman was in accordance with his 2021 Annual Incentive Agreement described below. Based upon discussions and recommendations of our CEO, and upon its review of the applicable factors described above, the Compensation Committee approved the base salary and incentive awards of each of the other NEOs with respect to their service in 2023. The Compensation Committee believes these approved forms and levels of compensation are reasonable, appropriate and in line with our compensation philosophy and principles. Elements of Compensation Total compensation for the NEOs is generally comprised of the following components: •base salary; •annual cash incentive awards; •stock-based incentive awards; and •retirement and other benefits. Other than Mr. Kaufman’s Annual Incentive Agreements described below in “Annual Incentive Agreement,” our NEOs do not have employment, severance or change of control agreements, although their restricted stock award agreements provide for accelerated vesting upon a change of control as further described under “Stock-Based Incentive Awards — Stock Awards.” All the NEOs are employed at will, which enables us to terminate their employment at any time and for any reason. This is consistent with our performance-based employment and compensation philosophy. Base Salary Salaries provide executives with a base level of income and help achieve the objectives outlined above by attracting and retaining strong talent with the skills and experience necessary to achieve our key business objectives. The Compensation Committee reviewed and approved, with respect to 2023, the base salaries of the NEO group. Generally, base salaries are not based upon specific measures of corporate performance, but are determined by: (1) tenure of service; (2) scope and complexity of the position, including current job responsibilities; (3) an evaluation of each officer’s individual performance and contribution to our operational, financial and strategic goals and objectives; and (4) with respect to the NEOs other than Mr. Kaufman, the recommendations of our CEO. Consistent with compensation practices commonly applied in the real estate finance industry, salaries generally consist of a lower percentage of an executive’s total compensation, with a substantial portion of total compensation coming from incentive compensation that is tied to our performance. Please refer to the “Summary Compensation Table for 2023” below for a further description of the base salaries paid to our NEOs with respect to their services during 2023. Annual Incentive Awards We aim to promote a pay-for-performance culture, with a substantial portion of total compensation being “at risk.” The annual incentive award may be in the form of cash, stock-based awards or a combination thereof, at the discretion of the Compensation Committee. We do not have a specific policy, practice or formula regarding an allocation between the cash component and the stock-based component. These awards are designed to help achieve the objectives of the compensation program and may vary significantly from year to year. Except with respect to Mr. Kaufman’s Annual Incentive Agreement, in 2023, the Compensation Committee did not establish any specific performance-based goals that must be met in order to receive the annual incentive award. The Compensation Committee believes that the structure and ultimate payout amounts of the incentive awards are appropriate to attract, retain and reward the NEOs, are competitive with those offered by our peers, provide a strong performance and retention incentive, support a pay-for-performance culture and increase each NEO’s vested interest in the Company. The Compensation Committee determines the annual incentive awards of the NEOs in amounts relative to each individual’s contributions and responsibilities. Individuals with increased ability to directly impact our performance were allocated larger awards because they bear a greater proportion of the risk that compensation will decrease if we do not perform as expected. We paid the following cash incentive awards to the NEOs with respect to their performance in 2023: Mr. Caulfield received an annual cash incentive award of $900,000 for managing our agency origination production. Mr. Elenio received an annual cash incentive award of $1,400,000 with respect to his work on behalf of the Company. Mr. Katz received an annual cash incentive award of $1,465,000 for managing our single-family rental platform.

  9. Compensation Setting Process

    Mr. van der Reis received an annual cash incentive award of $1,100,000 for managing our servicing and asset management departments. Our independent directors approved the payment of a $7,265,264 cash bonus to Mr. Kaufman with respect to his work on our behalf during 2023, in accordance with the terms of the 2021 Agreement as described below in “2021 Annual Incentive Agreement.” Stock-Based Incentive Awards Since the Company’s formation in 2003, the Compensation Committee has granted our NEOs (as well as certain other employees of ours, employees of ACM who provided services to us and our non-management directors) stock awards, consisting of shares of our common stock that may, in the discretion of the Compensation Committee, either: (1) vest annually over a multi-year period, subject to the recipient’s continued service to us; or (2) vest immediately. The recipients of these awards realize value as the common stock underlying the awards vests, with the value increasing if our stock price increases after the date of grant. Additionally, all of the common stock underlying these restricted stock awards, whether or not vested, is entitled to cash dividends paid to our stockholders because we feel that this further aligns the interests of the holders with those of our stockholders generally. The Compensation Committee believes that stock-based awards must be sufficient in size and value to achieve our goals of both providing a strong, long-term performance and retention incentive for NEOs and increasing their vested interest in the Company. In determining the equity component of an NEO’s compensation, the Compensation Committee considers all relevant factors, including the Company’s performance and relative stockholder return, the awards granted in past years and the relative value of the awards. Stock-Based Awards for 2023 Performance. Consistent with its historical practice of granting annual stock-based awards to the NEOs with respect to their service and performance in the most recently completed calendar year, in 2024, the Compensation Committee granted our NEOs stock-based awards, consisting of restricted stock with a multi-year vesting schedule under our Stock Incentive Plan with respect to their service and performance in 2023. In March 2024, the Compensation Committee granted an aggregate of 576,387 shares of restricted stock to certain of our employees with respect to their 2023 performance. Included in such granted awards was an aggregate of 171,740 shares of restricted stock that were granted to the NEO group, excluding Mr. Kaufman. One third of the shares were vested as of the date of grant and one third will vest on each of the first and second anniversaries of the date of grant (subject to continued employment). In addition, in March 2024, in connection with the 2021 Agreement with Mr. Kaufman (see below), the Compensation Committee granted Mr. Kaufman 309,775 shares of time-based vesting restricted stock units (“Time-Based Vesting Stock”) which will vest in full in March 2027. See “Retirement and Other Benefits” below. We do not have a formal policy on timing equity compensation grants in connection with the release of material non-public information to affect the value of compensation. The Compensation Committee generally grants stock-based awards once a year. Future Grants of Stock Options. The Compensation Committee has traditionally viewed restricted stock awards as more effective than stock options in achieving our compensation objectives. However, the Compensation Committee also considers stock options, in addition to restricted stock awards, as a viable tool to retain key employees. To the extent that the Compensation Committee decides to grant stock options in the future, it is anticipated that: (1) the exercise price for the stock options will be equivalent to the market price of the underlying common stock on the date of grant; (2) the stock options will vest over a multi-year period; and (3) the stock options will be exercisable for a maximum of ten years from the date of grant. Stock options align employee incentives with the interests of stockholders because they have value only if our stock price increases over time. The Compensation Committee believes that the ten-year term of the stock options will help focus employees on our long-term growth. Given that stock options vest over a multi-year period, stock options are intended to help retain key associates and keep employees focused on long-term performance. To date, no such options have been granted. Retirement and Other Benefits We maintain a 401(k) plan for our employees, including the NEOs, as a source of retirement savings by enabling participants to save on a pre-tax basis and by providing Company matching contributions. All the NEOs participated in the 401(k) plan in 2023. During 2023, we did not maintain a defined benefit pension plan, however, we maintained an employee non-qualified deferred compensation plan which is offered to certain eligible employees (the “Employee Deferred Comp Plan”). The Employee Deferred Comp Plan can be modified or discontinued at any time and we modified the eligibility requirements in 2020 to allow participation to certain additional employees, including our NEOs. There were no contributions made or withdrawals received by Messrs. Kaufman, Elenio or Caulfield during 2023 under the Employee Deferred Comp Plan. In accordance with the terms of the plan and their prior elections, Messrs. Katz and van der Reis made contributions totaling $160,000 and $391,011, respectively, during 2023 and Mr. van der Reis withdrew $38,463 during 2023 under the Employee Deferred Comp Plan. The NEOs are eligible to participate in our active employee flexible benefits plans, which are generally available to all employees. Under these plans, all employees are entitled to medical, dental, vision, life insurance and long-term disability coverage. Additionally, all employees are entitled to vacation, sick leave and other paid holidays. The Compensation Committee believes that our commitment to provide the employee benefits described above recognizes that the health and well-being of our employees contribute directly to a productive and successful work life that enhances results for the Company and its stockholders. In 2023, we provided all NEOs with (1) $250,000 of life insurance coverage and (2) long-term disability coverage with a maximum annual benefit of $120,000. Messrs. Elenio, Caulfield, Katz and van der Reis were provided with an additional $250,000 of life insurance coverage as a result of their participation in the Employee Deferred Comp Plan. For further information regarding the premiums paid on the NEOs’ insurance policy, refer to the “Summary Compensation Table for 2023” below.

  10. Annual Incentive Agreement

    Annual Incentive Agreement 2021 Annual Incentive Agreement. During 2021, we entered into the Second Amended and Restated Annual Incentive Agreement with Ivan Kaufman (the “2021 Agreement”), which set forth the agreement between Mr. Kaufman and the Company with respect to Mr. Kaufman’s annual base salary and other compensation from the Company as CEO. The 2021 Agreement also provided for certain incentive compensation dependent on our successful integration of the acquisition of ACM's agency platform (the "Acquisition"), which had been carried over from a predecessor incentive agreement. At its inception, the 2021 Agreement provided that Mr. Kaufman had (i) an annual base salary of $1,200,000, (ii) an annual cash bonus of $800,000 and (iii) an annual performance based cash bonus target opportunity of $2,928,200 (with a threshold annual bonus opportunity of $1,464,100 and a maximum annual bonus opportunity of $4,392,300), with the opportunity to earn an additional $732,050 annually in the event of extraordinary performance with respect to corporate capital growth goals. The goals applicable to the annual performance based cash bonus related to our distributable earnings per share, corporate capital growth, balance sheet-management, efficiency and the relative risk of our portfolio. The metrics for the goals were set by the Compensation Committee of our Board of Directors. The 2021 Agreement also provided for the continuation of a time based vesting restricted stock grant, with an annual grant value of $3,000,000, dependent on reaching certain goals relating to our integration of the Acquisition, including originations, growth in the servicing portfolio and the weighted average servicing fee (each an “Acquisition Related Grant”), which was part of a predecessor incentive agreement with Mr. Kaufman. The last Acquisition Related Grant was made in 2021. The 2021 Agreement also provided that Mr. Kaufman had an option to elect to receive either (x) an annual grant of three year time based vesting restricted stock with a value at grant of $3,000,000 or (y) an annual grant of performance based vesting restricted stock units with an annual value at grant of $12,000,000, tied to our five year total shareholder return ("TSR") objectives. The performance based vesting restricted stock units noted in clause (y) above vest, in whole or in part, based on the attainment of our TSR goals over a five year period. For the 2021, 2022 and 2023 years, Mr. Kaufman elected to receive the three year time based vesting restricted stock. The 2021 Agreement also provided for the treatment of the various incentive awards upon a termination of Mr. Kaufman’s employment. The 2021 Agreement provided that in the event of a termination of employment by the Company without cause or by Mr. Kaufman for good reason (as such terms were defined in the 2021 Agreement) (i) Mr. Kaufman would receive a lump sum payment equal to the remaining amount of his annual salary that would be payable for the balance of the term of the 2021 Agreement, (ii) the annual performance based cash bonus for the year of termination would be paid out at the target level of performance, (iii) all unvested Acquisition Related Grants issued pursuant to the 2021 Agreement and predecessor agreements would vest in full, (iv) all performance based vesting restricted stock units issued under the predecessor agreements would become vested, to the extent earned, based on the TSR calculated to the date of termination of employment, (v) all time based vesting restricted stock previously issued under the 2021 Agreement would vest in full, (vi) all performance based vesting restricted stock units issued under the 2021 Agreement would vest pro-rata based on the elapsed portion of the performance period (based upon actual performance) and (vii) for the number of full years remaining under the 2021 Agreement, all time based vesting stock grants would be accelerated and vested. The 2021 Agreement also provided that the value of Mr. Kaufman’s annual cash bonus, his annual performance based cash bonus and equity incentive awards would increase by 10% for each increase of 25% in our GAAP equity capitalization, measured annually (the “GAAP Equity Adjustment”). As a result of the GAAP Equity Adjustment, during 2023, Mr. Kaufman (i) was entitled to an annual cash bonus of $1,064,800, (ii) could earn $3,543,122 for his annual cash performance bonus if the Company achieved target performance, $1,771,561, if the Company achieved threshold performance and $5,314,683, if the Company achieved maximum performance, plus an additional $885,781 in the event of extraordinary performance with respect to corporate capital growth goals. 2024 Annual Incentive Agreement. On April 2, 2024, the Compensation Committee of the Board approved and recommended to the Board of Directors, and on April 5, 2024, the Board of Directors approved, and the Company and Mr. Kaufman entered into, a Third Amended and Restated Annual Incentive Agreement (the “2024 Agreement”), to be effective as of January 1, 2024, with a term of five years, extending to December 31, 2028, and which generally follows the structure of the 2021 Agreement, with the modifications set forth below. Under the terms of the 2024 Agreement, Mr. Kaufman has: (i) an annual base salary of $1,200,000; (ii) an annual cash bonus of $1,171,280; and (iii) annual performance based cash bonus opportunities of $3,897,439 at target performance, $1,948,717 at threshold performance and $5,846,151 at maximum performance, with the opportunity to earn an additional $974,359 annually in the event of extraordinary performance with respect to corporate capital growth goals. The goals applicable to the annual performance base cash bonus remain our distributable earnings per share, corporate capital growth, balance sheet-management, efficiency and the relative risk of our portfolio. These goals (and the other goals contemplated by the 2024 Agreement) are set by the Compensation Committee of our Board of Directors. All of the increases in amounts noted above from the 2021 Agreement were solely due to the GAAP Equity Adjustments that became effective since the inception of the 2021 Agreement. The 2024 Agreement also modified the provisions of the 2021 Agreement relating to Mr. Kaufman’s long term equity awards. Whereas under the 2021 Agreement, Mr. Kaufman had the option of receiving either the time based vesting equity grant or the performance based equity grant, under the 2024 Agreement, Mr. Kaufman will receive both such grants, with the amounts of the grants reduced to approximately one half of the amounts set forth in the 2021 Agreement. Under the 2024 Agreement, Mr. Kaufman may elect to increase or decrease the amount of the time based equity grant by 25%, 50% or 75%, in which event the amount of the performance based equity grant is decreased or increased inversely, by 25%, 50% or 75%. Under the 2024 Agreement, the amount of the time based vesting grant is $2,200,000 and the amount of the performance based equity grant is $8,800,000, with both amounts representing approximately one-half of the amounts provided for in the 2021 Agreement, after giving effect to the GAAP Equity Adjustments since 2021. Under the 2024 Agreement, the measurement period for the performance based equity grant has been reduced to four years, from the five year performance period applicable under the 2021 Agreement. The 2024 Agreement also provides for the treatment of the various elements of Mr. Kaufman’s compensation upon a termination of Mr. Kaufman’s employment, which provisions are unchanged from the 2021 Agreement. The 2024 Agreement continues the GAAP Equity Adjustment.

  11. Summary Compensation Table for 2023

    Summary Compensation Table for 2023 The following table summarizes the total compensation of our NEOs for the years ended December 31, 2023, 2022 and 2021 (or such shorter period with respect to which the executive was an NEO).

  12. Summary Compensation Table for 2023

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Ivan Kaufman Chief Executive Officer and President | 2023 | 1,200,000 | 7,265,264(3) | 3,927,947 | 6,600 | 12,399,811 | | | 2022 | 1,200,000 | 6,516,785 | 2,851,081 | 6,150 | 10,574,016 | | | 2021 | 1,200,000 | 5,924,350 | 6,309,279 | 5,880 | 13,439,509 | | John Caulfield Chief Operating Officer – Agency Lending | 2023 | 500,000 | 900,000 | 593,906 | 6,600 | 2,000,506 | | | 2022 | 500,000 | 900,000 | 500,425 | 6,150 | 1,906,575 | | | 2021 | 500,000 | 900,000 | 497,153 | 5,880 | 1,903,033 | | Paul Elenio Chief Financial Officer | 2023 | 750,000 | 1,400,000 | 494,926 | 6,600 | 2,651,526 | | | 2022 | 750,000 | 1,100,000 | 500,425 | 6,150 | 2,356,575 | | | 2021 | 729,167 | 1,100,000 | 497,153 | 5,880 | 2,332,200 | | Steven Katz(4) Executive Vice President and Chief Investment Officer — Residential Financing | 2023 | 2,086,555(5) | 1,465,000 | 494,926 | 6,600 | 4,053,081 | | | 2022 | N/A | N/A | N/A | N/A | N/A | | | 2021 | N/A | N/A | N/A | N/A | N/A | | Danny van der Reis(4) Executive Vice President — Servicing and Asset Management | 2023 | 600,000 | 1,100,000 | 593,906 | 6,600 | 2,300,506 | | | 2022 | N/A | N/A | N/A | N/A | N/A | | | 2021 | N/A | N/A | N/A | N/A | N/A |

  13. Summary Compensation Table for 2023

    ____________________ N/A - Not applicable (1)Represents the aggregate grant date fair value of restricted common stock awards and performance-vesting restricted stock units granted for the respective years, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 Compensation — Stock Compensation (“ASC 718”) and represents the probable outcome of the performance condition. See “Executive Compensation — Compensation Discussion and Analysis — Compensation Setting Process — Stock-Based Incentive Awards” for further information on stock awards. (2)Amounts reflect our matching contributions to the 401(k) plan and $250,000 of basic term life insurance coverage. (3)Amount represents the cash bonus paid to Mr. Kaufman under the terms of his 2021 Agreement as described above under “2021 Annual Incentive Agreement” and includes a performance-based cash bonus of $6,200,464 and a guaranteed cash bonus of $1,064,800. Based on the terms of the 2021 Annual Incentive Agreement, the 2023 performance-based cash bonus had target opportunities of $3,543,122 at target performance, $1,771,561 at threshold performance and $5,314,683 at maximum performance, plus an additional $885,781 for extraordinary performance with respect to corporate capital growth goals. The 2023 performance-based cash bonus was paid-out at the maximum target, plus the additional amount for extraordinary performance. (4)Messrs. Katz and van der Reis first became NEOs for 2023. (5)The salary for Mr. Katz includes $1,586,555 of commissions that were paid in 2023.

  14. Outstanding Equity Awards at 2023 Year-End

    Outstanding Equity Awards at 2023 Year-End The table below lists the number of shares of restricted common stock and performance-vesting restricted stock units held by each of our NEOs as of December 31, 2023.

  15. Outstanding Equity Awards at 2023 Year-End

    | | Stock Awards | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Ivan Kaufman | 787,623(3) | 11,956,117 | | John Caulfield | 38,412(4) | 583,094 | | Paul Elenio | 38,412(4) | 583,094 | | Steven Katz | 8,681(5) | 131,778 | | Danny van der Reis | 16,313(6) | 247,631 |

  16. Outstanding Equity Awards at 2023 Year-End

    ____________________ (1)For all NEOs, as of December 31, 2023, these shares were subject to the terms of the applicable restricted stock award agreements, and additionally for Mr. Kaufman, the Annual Incentive Agreement, during 2023. (2)Based on the closing stock price of our common stock on December 29, 2023 of $15.18. (3)Of the 787,623 unvested restricted common stock awards for Mr. Kaufman, 184,729 shares, 165,746 shares, 189,873 shares and 247,275 shares will vest in April 2024, July 2024, March 2025 and March 2026, respectively. Mr. Kaufman has elected to defer receipt of the shares vesting in March 2025 and March 2026 until March 2027 and March 2028, respectively, or sooner in the case of termination, pursuant to a pre-established deferral election. (4)Of the 38,412 unvested stock awards for both Mr. Caulfield and Mr. Elenio, 23,944 shares vested in March 2024, while 14,468 shares will vest in March 2025. (5)Of the 8,681 unvested stock awards for Mr. Katz, 4,339 shares vested in March 2024, while 4,342 shares will vest in March 2025. (6)Of the 16,313 unvested stock awards for Mr. van der Reis, 10,524 shares vested in March 2024, while 5,789 shares will vest in March 2025.

  17. Non-Qualified Deferred Compensation for 2023

    Non-Qualified Deferred Compensation for 2023 The table below provides information regarding compensation deferred by each of our NEOs under the Employee Deferred Comp Plan during 2023.

  18. Non-Qualified Deferred Compensation for 2023

    | Name | Executive Contributions in Last Fiscal Year (2023) ($)(1) | Registrant Contributions in Last Fiscal Year (2023) ($) | Aggregate Earnings in Last Fiscal Year (2023) ($)(2) | Aggregate Withdrawals/Distributions (2023) ($) | Aggregate Balance at Last Fiscal Year End (2023) ($)(3) | | Ivan Kaufman(4) | — | — | — | — | — | | John Caulfield | — | — | — | — | — | | Paul Elenio | — | — | — | — | — | | Steven Katz | 463,811 | 500,000 | 5,680 | — | 1,598,983 | | Danny van der Reis | 170,000 | — | — | 38,463 | 537,292 |

  19. Non-Qualified Deferred Compensation for 2023

    ____________________ (1)These amounts are included in the 2023 compensation figures reported in the Summary Compensation Table disclosed above. (2)Reflects interest earned on employer matching contributions. (3)Includes $789,680 of employer matching contributions that are unvested for Mr. Katz. (4)Excludes unvested restricted stock units that Mr. Kaufman has elected to defer.

  20. Potential Payments Upon Change in Control or Termination

    Potential Payments Upon Change in Control or Termination Except for the 2021 and 2024 Annual Incentive Agreements with Mr. Kaufman, we do not maintain employment, severance or change in control agreements with any of the NEOs and, therefore, we are not obligated to pay cash severance to any of the NEOs, other than Mr. Kaufman, upon a termination of their employment. Change in Control The restricted stock award agreements that govern the shares of restricted common stock granted to the NEOs pursuant to our Stock Incentive Plan provide for the full vesting of such shares in the event of a “change of control” (as defined in the agreement) of the Company. If a change in control had occurred on December 31, 2023, the market value of the shares of restricted common stock held by each NEO that would have become vested, based on the closing stock price of $15.18 on December 29, 2023, was equal to: (1) Mr. Kaufman, $11,956,117; (2) Mr. Caulfield, $583,094; (3) Mr. Elenio, $583,094; (4) Mr. Katz, $131,778; and (5) Mr. van der Reis, $247,631. Termination If Mr. Kaufman’s employment was terminated on December 31, 2023: (1) by the Company without cause; or (2) by Mr. Kaufman for “good reason” (as defined in the 2021 Agreement), the unvested shares of restricted common stock he held would have become vested and he would have been entitled to the same value described under “Change in Control” above. In addition, the market value of the pro-rata performance-vesting restricted stock units that would have vested based on the terms of his 2021 Annual Incentive Agreement was equal to $4,183,137, based on the closing stock price of $15.18 on December 29, 2023.

  21. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of our median employee’s annual total compensation to the annual total compensation of our principal executive officer. To identify the median employee from our employee population in 2023, we compared the compensation amounts of our employees, excluding the compensation of our CEO, Mr. Kaufman, as reflected in our payroll records and reported to the Internal Revenue Service on Form W-2 for 2023. Since all our employees are located in the United States, we did not make any cost-of-living adjustments in identifying the median employee. The salaries for permanent employees who were hired during 2023 and were working for us as of December 31, 2023 were annualized. For 2023, the total compensation of our median employee was $103,627, and the annual total compensation of Mr. Kaufman was $12,399,811, which is reported in the “Total” column of our 2023 Summary Compensation Table included in this proxy statement. As a result, Mr. Kaufman’s annual total compensation was 120 times that of the annual total compensation of our median employee. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. Since the rules used for identifying the median of the annual total compensation allows a variety of methodologies, application of certain exclusions and reasonable estimates and assumptions, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices and may have used different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

  22. Pay Versus Performance

    Pay Versus Performance The following pay versus performance disclosures are required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K. Messrs. Kaufman, Elenio, Caulfield, Kilgore and Weber served as our NEOs in 2022, 2021 and 2020, while Messrs. Kaufman, Elenio, Caulfield, Katz and van der Reis served as our NEOs in 2023. The following table shows the total compensation for our NEOs for the past four fiscal years as set forth in the Summary Compensation Tables for the covered years, the “compensation actually paid” (“CAP”) to our CEO and on an average basis for our other NEOs (in each case, as determined under SEC rules), our TSR, the TSR of FTSE Nareit Mortgage REITs over the same period, our net income and distributable earnings (which is our “company-selected measure” for 2023 for purposes of this disclosure). The amounts for CAP do not reflect the actual amount of compensation earned by or paid to the NEOs during the covered years. Please refer to the Compensation Discussion and Analysis section included in this report and in previous reports for information about how the Compensation Committee has assessed the Company’s performance and NEOs compensation in a given year.

  23. Pay versus Performance Table

    Pay versus Performance Table

  24. Pay versus Performance Table

    | Year | Summary Compensation Table Total for CEO ($) | Compensation Actually Paid to CEO ($)(1) | Average Summary Compensation Table Total for Other NEOs ($) | Average Compensation Actually Paid to Other NEOs ($)(1) | Value of Initial Fixed $100 Investment Based on December 31, 2019: | | Net Income ($)(4) | Distributable Earnings ($)(5) | | | | | | | TSR ($)(2) | Peer Group TSR ($)(3) | | | | 2023 | 12,399,811 | 23,823,989 | 2,751,405 | 3,318,842 | 158 | 80 | 400,556,657 | 452,478,707 | | 2022 | 10,574,016 | 8,150,510 | 2,071,700 | 2,484,249 | 122 | 69 | 353,827,809 | 405,695,825 | | 2021 | 13,439,509 | 29,011,520 | 1,985,752 | 2,219,060 | 153 | 94 | 377,806,794 | 313,728,736 | | 2020 | 11,667,436 | 14,892,315 | 1,881,356 | 2,183,846 | 110 | 81 | 196,157,197 | 234,866,670 |

  25. Pay versus Performance Table

    ____________________ (1)The following adjustments were made to the Summary Compensation Table total to determine the CAP:

  26. Pay versus Performance Table

    | Year | A Summary Compensation Table Total ($)(i) | B Reported Value of Equity Awards ($)(ii) | C Equity Award Adjustments ($)(iii) | A+B+C Compensation Actually Paid ($) | | CEO | | | | | | 2023 | 12,399,811 | (3,927,947) | 15,352,125 | 23,823,989 | | 2022 | 10,574,016 | (2,851,081) | 427,575 | 8,150,510 | | 2021 | 13,439,509 | (6,309,279) | 21,881,290 | 29,011,520 | | 2020 | 11,667,436 | (6,003,146) | 9,228,025 | 14,892,315 | | Average of other NEOs | | | | | | 2023 | 2,751,405 | (544,416) | 1,111,853 | 3,318,842 | | 2022 | 2,071,700 | (375,319) | 787,868 | 2,484,249 | | 2021 | 1,985,752 | (422,580) | 655,888 | 2,219,060 | | 2020 | 1,881,356 | (113,066) | 415,556 | 2,183,846 |

  27. Pay versus Performance Table

    ____________________ (i)Reflects the amounts (or the average amounts for the non-CEO NEOs) reported in the “Total” column of the Summary Compensation Table for the covered years. (ii)Reflects the grant date fair value of equity awards granted to the CEO (or the average amounts with regard to the non-CEO NEOs) as reported in the “Stock Awards” column in the Summary Compensation Table for the covered years. (iii)The equity award adjustments for each covered year include the addition (or subtraction, as applicable) as set forth in the following table below. The fair values of equity awards were calculated using closing stock price as of the applicable valuation dates.

  28. Pay versus Performance Table

    | Year | Year End Fair Value of Equity Awards Granted During the Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Value of Dividends Paid on Unvested Stock ($) | Total Equity Award Adjustments ($) | | CEO | | | | | | | 2023 | 8,456,019 | 1,075,293 | 4,339,732 | 1,481,081 | 15,352,125 | | 2022 | 5,765,982 | (5,181,827) | (1,585,597) | 1,429,017 | 427,575 | | 2021 | 9,899,175 | 6,400,764 | 4,273,431 | 1,307,920 | 21,881,290 | | 2020 | 9,233,271 | 118,862 | (1,304,467) | 1,180,359 | 9,228,025 | | Average of other NEOs | | | | | | | 2023 | 1,060,829 | 11,787 | 3,706 | 35,531 | 1,111,853 | | 2022 | 782,668 | (12,184) | (9,226) | 26,610 | 787,868 | | 2021 | 567,337 | 36,108 | 30,046 | 22,397 | 655,888 | | 2020 | 441,280 | (1,286) | (53,252) | 28,814 | 415,556 |

  29. Pay versus Performance Table

    (2)The TSR is calculated assuming $100 was invested on December 31, 2019, with reinvestment of dividends. (3)Represents the TSR of FTSE Nareit Mortgage REITs for each respective year for comparison purposes. (4)Represents the net income as reported in the Company’s audited financial statements for each respective year. (5)Represents the distributable earnings as reported in the Company’s audited financial statements for each respective year. The Company has determined that distributable earnings is the financial performance measure that, in the Company’s assessment, represents the most important performance measure used by the Company to tie NEO compensation to Company performance for 2023. We define distributable earnings as net income attributable to common stockholders computed in accordance with GAAP, adjusted for accounting items such as depreciation and amortization (adjusted for unconsolidated joint ventures), non-cash stock-based compensation expense, income from mortgage servicing rights (“MSRs”), amortization and write-offs of MSRs, gains/losses on derivative instruments primarily associated with private label loans not yet sold and securitized, changes in fair value of GSE-related derivatives that temporarily flow through earnings (net of any tax impact), deferred tax provision (benefit), current expected credit loss provisions (adjusted for realized losses as described below), amortization of the convertible senior notes conversion option (in comparative periods prior to 2022) and gains/losses on the receipt of real estate from the settlement of loans (prior to the sale of the real estate). We also add back one-time charges such as acquisition costs and one-time gains/losses on the early extinguishment of debt and redemption of preferred stock. We reduce distributable earnings for realized losses in the period we determine that a loan is deemed nonrecoverable in whole or in part. Loans are deemed nonrecoverable upon the earlier of: (1) when the loan receivable is settled (i.e., when the loan is repaid, or in the case of foreclosure, when the underlying asset is sold); or (2) when we determine that it is nearly certain that all amounts due will not be collected. The realized loss amount is equal to the difference between the cash received, or expected to be received, and the book value of the asset. We do not provide defined benefit pensions to our NEOs, so no adjustments have been made in respect to that measure.

  30. Director Compensation

    Director Compensation The Compensation Committee’s recommendations regarding compensation of our directors are reported to, and approved by, the full Board of Directors. For 2023, the Compensation Committee did not engage a compensation consultant to assess the compensation of the Company's directors. For 2023, the director compensation plan provided that each non-management director is paid a director’s fee with a value of $217,500 per year, consisting of $100,000 of cash and approximately $117,500 in stock. The lead director is paid an additional cash fee of $50,000 per year. The independent director who serves as the chairman of the: (1) Audit Committee is paid an additional cash fee of $25,000 per year; (2) Corporate Governance Committee is paid an additional cash fee of $20,000 per year; and (3) Compensation Committee is paid an additional cash fee of $15,000 per year. Additionally, each independent director who serves on a committee (other than the chairman) is paid an additional cash fee per year of $10,000. In addition, we reimburse all directors for reasonable out-of-pocket expenses incurred in connection with their services on the Board of Directors. We also reimburse all directors up to $2,500 per year for continuing education costs incurred in connection with their services on the Board of Directors. If the value of a director’s equity ownership in Arbor, measured as of December 31 of the prior calendar year, equals or exceeds five times the cash compensation (including all committee fees) received in the prior calendar year, the director may elect to have all, or a portion of, the equity compensation to be granted the following March paid in cash in lieu of stock. The director compensation program also requires a minimum level of equity ownership for each director. The required minimum level of equity ownership for each director is five times the level of total cash compensation received by such director in the prior calendar year. New directors have five years to reach the required level of equity ownership. If any director should fall below the required level of equity ownership, such director will have one year to come into compliance with the policy. In 2021, the Board of Directors approved a deferred compensation plan which is offered to all our directors, excluding Mr. Kaufman, which allows each individual to elect to defer some or all of their cash and/or equity awards (the “Director Deferred Comp Plan”). The Director Deferred Comp Plan also allows for an election, in the event of a deferral of equity, to either receive dividend equivalents in cash, or to defer the dividend equivalents and have them converted to additional deferred equity.

  31. 2023 Director Compensation Table

    2023 Director Compensation Table The following tables sets forth the compensation paid to our non-management directors for the year ended December 31, 2023.

  32. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Kenneth J. Bacon | 116,250 | 117,594 | 233,844 | | Caryn Effron | 116,250 | 117,594 | 233,844 | | Edward Farrell(2) | 126,250 | 117,594 | 243,844 | | William C. Green(2) | 172,500 | 117,594 | 290,094 | | Melvin F. Lazar(2) | 132,500 | 117,594 | 250,094 | | Joseph Martello(3) | 215,000 | — | 215,000 | | Elliot Schwartz(2) | 126,250 | 117,594 | 243,844 | | Carrie Wilkens | 19,998 | 19,369 | 39,367 |

  33. 2023 Director Compensation Table

    (1)Represents the aggregate grant date fair value of common stock awards granted in 2023, determined in accordance with ASC 718. The number of shares and grant date fair value of common stock awards granted during 2023 are set forth below. Each of these awards consisted of shares of common stock that were issued without vesting restrictions as of the grant date and no assumptions were used in the calculation of the grant date fair value, which constitutes the market value on the date of grant.

  34. 2023 Director Compensation Table

    | Name | Number of Shares Granted (#) | Grant Date Fair Value of Stock Awards ($) | | Kenneth J. Bacon | 10,199 | 117,594 | | Caryn Effron | 10,199 | 117,594 | | Edward Farrell(2) | 10,199 | 117,594 | | William C. Green(2) | 10,199 | 117,594 | | Melvin F. Lazar(2) | 10,199 | 117,594 | | Joseph Martello(3) | — | — | | Elliot Schwartz(2) | 10,199 | 117,594 | | Carrie Wilkens | 1,562 | 19,369 |

  35. 2023 Director Compensation Table

    (2)Represents fully vested restricted stock units (“RSUs”) which Messrs. Farrell, Green, Lazar and Schwartz have elected to receive, pursuant to the Director Deferred Comp Plan, in connection with the deferral of the common stock otherwise to be issued under the director compensation plan. The RSUs are converted to common stock at a future date pursuant to a pre-established deferral election under the Director Deferred Comp Plan. (3)Mr. Martello did not receive restricted shares in 2023 for his service as a director but elected to receive a cash payment as permitted under our director compensation program. On March 14, 2024, the Compensation Committee granted each of Dr. Wilkens, Ms. Effron and Mr. Bacon 9,172 shares of fully vested common stock. On March 14, 2024, the Compensation Committee also granted each of Messrs. Farrell, Green, Lazar and Schwartz 9,172 shares of fully vested RSUs, which the directors have elected to defer receipt of the common stock, into which the RSUs are converted, to a future date pursuant to a pre-established deferral election. Mr. Martello elected to receive a cash payment as permitted under our director compensation program.

  36. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board of Directors, following the recommendation of the Corporate Governance Committee, has nominated Dr. Carrie Wilkens, as a Class II director to serve on the Board of Directors until our annual meeting of stockholders for 2026 and until her successor is duly elected and qualified, and Mr. Kenneth J. Bacon, Mr. William C. Green and Mr. Elliot Schwartz, as Class III directors each to serve on the Board of Directors until our annual meeting of stockholders for 2027 and until their respective successors are duly elected and qualified. Each nominee has consented to being named in this proxy statement and to serve if elected. If, prior to the annual meeting, any nominee should become unavailable to serve, the shares of voting securities represented by a properly executed and returned proxy will be voted for such additional nominee as shall be designated by the Board of Directors, unless the Board of Directors determines to reduce the number of directors in accordance with our charter and bylaws. Election of each of the director nominees named in this Proposal No. 1 requires the affirmative vote of a majority of the votes cast in the election of directors at the annual meeting by holders of our voting securities. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the Board of Directors’ nominees. Votes may be cast in favor of or withheld with respect to all of the director nominees, or any of them. Abstentions and broker non-votes if any, will not be counted as votes cast and will have no effect on the outcome of the vote on the election of directors. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES FOR DIRECTORS IDENTIFIED ABOVE. AMENDMENT AND RESTATEMENT OF THE COMPANY’S 2020 AMENDED OMNIBUS STOCK INCENTIVE PLAN TO AUTHORIZE AN ADDITIONAL 5,000,000 SHARES OF THE COMPANY’S COMMON STOCK FOR ISSUANCE UNDER THE PLAN We are asking the Company’s stockholders to approve an amendment and restatement of the Company’s Stock Incentive Plan to authorize the issuance of an additional 5,000,000 shares of the Company’s common stock pursuant to grants of restricted stock, restricted stock units or stock options under the Stock Incentive Plan and to extend the term of the Plan until May 22, 2034. The Board of Directors believes that the Stock Incentive Plan is an important factor in attracting and retaining the high caliber employees and other service providers essential to the Company’s success and in aligning those individuals’ long-term interests with those of our stockholders. Therefore, on April 5, 2024, the Board of Directors approved an amendment and restatement of the Stock Incentive Plan (the “2024 Stock Incentive Plan”), subject to the approval of the Company’s stockholders at the 2024 annual meeting of stockholders, to increase the total number of shares of our common stock authorized and reserved for issuance under the Stock Incentive Plan by 5,000,000 shares such that an aggregate of 17,000,000 shares of common stock will be reserved and authorized for issuance thereunder. Since the Stock Incentive Plan’s effective date in May 2014 and through April 1, 2024, an aggregate of 10,894,291 shares had either been issued pursuant to awards or were subject to outstanding awards. Accordingly, as of April 1, 2024, 1,214,502 shares remained available for future grants (without giving effect to the additional 5,000,000 shares proposed to be added to the plan pursuant to the amendment and restatement). If stockholder approval of the 2024 Stock Incentive Plan is obtained, the total number of shares authorized and reserved for future issuance under the 2024 Stock Incentive Plan will not exceed the total remaining available shares of 6,214,502 shares (less awards made between April 1, 2024 and the date of the 2024 annual meeting of stockholders plus any previously awarded shares that are returned to the plan as described below), which we expect to allow us to continue making equity grants for approximately 5 years (assuming that we continue to make awards consistent with our historical practice). The amendment is intended to ensure that the 2024 Stock Incentive Plan will have available the number of shares necessary to meet these needs and the Board of Directors believes that approval of the above-described amendment to the Stock Incentive Plan is in the best interests of the Company and its stockholders. Aside from the increase in the number of shares of common stock described above and the extension of the term of the plan until May 22, 2034, no other material amendments to the Stock Incentive Plan are proposed pursuant to the amendment and restatement of such plan embodied by the 2024 Stock Incentive Plan. The material features of the 2024 Stock Incentive Plan are summarized below. The following summary does not purport to be complete, and is subject to and qualified in its entirety by reference to the complete text of the 2024 Stock Incentive Plan which is attached to this proxy statement as Appendix A.