DEF 14A of Arbor Realty Trust Inc, Apr 17, 2025

DEF 14A of Arbor Realty Trust Inc

Filed Apr 17, 2025 · FY20240001628280-25-018236

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  2. General

    General Our Board of Directors presently consists of ten 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 I 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 elections of Ms. Effron, Mr. Martello, Mr. Farrell and Mr. Tsunis each for a three-year term to serve until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified. The following table sets forth information concerning the ten directors who: (1) are nominees for election at this year’s annual meeting; or (2) whose terms are not expiring.

  3. General

    | Directors Who are Nominees for Election | | | | | Name | Class | Age | New Term to Expire at Annual Meeting in | | Caryn Effron | I | 63 | 2028 | | Joseph Martello | I | 69 | 2028 | | Edward Farrell | I | 64 | 2028 | | George Tsunis | I | 57 | 2028 |

  4. General

    | Directors Whose Terms are Not Expiring | | | | | Name | Class | Age | Term Expires at Annual Meeting in | | Ivan Kaufman | II | 64 | 2026 | | Melvin F. Lazar | II | 86 | 2026 | | Carrie Wilkens | II | 55 | 2026 | | Kenneth J. Bacon | III | 70 | 2027 | | William C. Green | III | 64 | 2027 | | Elliot Schwartz | III | 64 | 2027 |

  5. Nominees

    Nominees 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 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 the Chief Financial Officer ("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. George Tsunis. Mr. Tsunis has served as one of our directors from his appointment in August 2016 until April 2022 and since his re-appointment in March 2025. Mr. Tsunis is the founder, Chairman, and Chief Executive Officer ("CEO") of Chartwell Hotels ("Chartwell"), which owns, develops, and manages Hilton, Marriott, and InterContinental Hotels Group franchises across the Northeast and Mid-Atlantic. Chartwell is also involved in community development and renewal projects, which help regions benefit from tourism, business travel, and other domestic and international investments. Prior to founding Chartwell, Mr. Tsunis was a partner at the law firm Rivkin Radler LLP, which is Long Island, New York’s largest law firm. He has represented both private clients and municipalities in the practice areas of land use and zoning, real estate corporate law, municipal law, and commercial litigation. Mr. Tsunis previously served as Chairman of The Battery Park City Authority, a New York State public benefit corporation that oversees Battery Park City, a 92-acre planned development on Manhattan’s lower west side. Mr. Tsunis was the United States Ambassador to Greece from May 2022 to January 2025. He helped elevate the U.S. government’s relations with Greece and promoted energy connectivity and resiliency with the foreign government’s neighbors. In addition, Mr. Tsunis has been involved in philanthropic work that benefits Greece and its diaspora, including supporting and serving on the boards of several non-profit and scientific research organizations. As a founder, principal, and member of various organizations, Mr. Tsunis has an extensive background in real estate, finance, and public policy, which has led the Board of Directors to conclude that he should serve as our director.

  6. Continuing Directors

    Continuing Directors 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 was a 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. 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., and 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. Dr. Wilkens experience in managing several successful enterprises and her deep understanding of behaviors and inter-personal dynamics, led the Board of Directors to conclude that Dr. Wilkens should serve as our director. 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.

  7. Continuing Directors

    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 and as the Lead Director and Chair of the Compensation Committee. 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, and his experience in debt management recovery services, which has led the Board of Directors to conclude that Mr. Schwartz should serve as our director and as Chair of the Corporate Governance 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 our executive officers, including the other NEOs, 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 executive officers. Mr. Kaufman’s recommendations are based on, among other things, his evaluation of each executive officer'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 accept, reject or modify any of these recommendations and is solely responsible for ultimately determining and approving all of our compensation arrangements for our executive officers. 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. In 2024, the Compensation Committee engaged FPL Associates, its independent compensation consultant, to assist the committee in evaluating the Company's practices regarding non-employee director compensation. Following that evaluation, the Compensation Committee determined to make no changes to the amount or structure of non-employee director compensation, and we continued to apply the principles previously developed with FPL Associates in their evaluations performed 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 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. Stock Ownership Guidelines Our Board of Directors believes that stock ownership by our directors and certain executive officers is important to further align the interests of these individuals with those of our stockholders and expects these individuals to acquire significant ownership of equity in the Company. Our Board of Directors previously adopted minimum equity ownership guidelines for our directors requiring each director to maintain a minimum level of equity ownership equal to five times the level of total cash compensation received by such director in the prior calendar period. These mandatory ownership guidelines are intended to create a clear standard that encourages independent directors to remain invested in the performance of the Company. 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. Upon further evaluation regarding the application of stock ownership guidelines, our Board of Directors determined that it was appropriate to adopt stock ownership guidelines for employees with a title of Executive Vice President and higher, plus other employees who, without regard to title, are a Section 16 reporting officer ("Section 16 Officer"), as defined in Rule 16a-1(f) under the Exchange Act (each such employee, a "Covered Officer"). On March 6, 2025, our Board adopted equity ownership guidelines requiring our NEOs to maintain a value of our stock equal to five times their base salary, with all other Covered Officers being required to maintain a value of our stock equal to two times their base salary. For purposes of the ownership guidelines, stock ownership includes any vested and/or unvested class of our equity securities, whether held directly or indirectly. Each individual subject to these guidelines has until December 31, 2027 to be in compliance with these guidelines. Should an individual fall out of compliance because of a promotion/salary increase, they will have three years to regain compliance, and if they fall out of compliance for any other reason, they will have two years to regain compliance. Compliance will be measured as of each December 31, with the value of stock owned measured at the higher of (1) the December 31 stock value or (2) the average of the quarter end stock values for the four quarters of the year. Determining Compensation Levels The Compensation Committee annually determines targeted total compensation levels, as well as the individual compensation components for the NEOs and all other executive officers. 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 2024 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 2024. 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

  9. Compensation Setting Process

    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 2024. During 2024, 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 Kilgore during 2024 under the Employee Deferred Comp Plan. In accordance with the terms of the plan and their prior elections, Messrs. Katz and van der Reis deferred income totaling $327,867 and $213,333, respectively, during 2024 and Mr. van der Reis withdrew $110,614 during 2024 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 2024, 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, 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 2024” below.

  10. Annual Incentive Agreement

    Annual Incentive Agreement 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 approved, and the Company and Mr. Kaufman entered into, a Third Amended and Restated Annual Incentive Agreement (the “2024 Agreement”), which became effective as of January 1, 2024, with a term of five years, extending to December 31, 2028. The 2024 Agreement amended the Second Amended and Restated Annual Incentive Agreement between the Company and Mr. Kaufman (the “2021 Agreement”) and generally followed the structure of the 2021 Agreement. Under the terms of the 2024 Agreement, Mr. Kaufman has (1) an annual base salary of $1,200,000, (2) an additional annual cash payment of $1,171,280, and (3) 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 up to 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-based cash bonus are our distributable earnings per share, corporate capital growth, balance sheet-management, efficiency and the relative risk of our portfolio. These goals are set by the Compensation Committee of our Board of Directors. The 2024 Agreement also provides that the value of Mr. Kaufman’s annual cash payment, his annual performance-based cash bonus and both long term equity awards increase by 10% for each increase of 25% in our GAAP equity capitalization, measured annually (the “GAAP Equity Adjustment”). The values of the annual cash payment, the annual performance-based cash bonus and both long term equity awards in the 2024 Agreement are the result of a similar GAAP Equity Adjustment that was operative under the 2021 Agreement. The 2024 Agreement also provides Mr. Kaufman with long term equity awards. Under the 2024 Agreement, Mr. Kaufman receives (1) an annual grant of three year time-based vesting stock with a value at grant of $2,200,000 and (2) an annual grant of performance-based vesting restricted stock units with a value at grant of $8,800,000, which vest, in whole or in part, based on our four year total shareholder return ("TSR") objectives. Under the terms of the 2021 Agreement that were in effect in 2022 and 2023, Mr. Kaufman had an option to elect to receive either (x) an annual grant of three year time-based vesting stock with a value at grant of $3,000,000, subject to adjustment under the GAAP Equity Adjustment, or (y) an annual grant of performance-based vesting restricted stock units with an annual value at grant of $12,000,000, subject to adjustment under the GAAP Equity Adjustment, tied to our five year TSR objectives. One of the more significant changes made in the 2024 Agreement was to remove the option to elect either the time-based equity grant or the performance-based equity grant, and to instead provide both such grants, with the amounts of the grants reduced to approximately one half of the amounts applicable under the 2021 Agreement during 2023. 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%. Mr. Kaufman made no such election for 2025. The 2024 Agreement addresses the treatment of the various incentive awards upon a termination of Mr. Kaufman’s employment. The 2024 Agreement provides that in the event of a termination of employment by the Company without cause or by Mr. Kaufman for good reason (as such terms are defined in the 2024 Agreement) (1) Mr. Kaufman will 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 2024 Agreement, (2) the annual performance-based cash bonus for the year of termination would be paid out at the target level of performance, (3) all previously issued time-based vesting stock issued under the 2024 Agreement or under the 2021 Agreement would vest in full, (4) all performance-based vesting restricted stock units issued under the 2024 Agreement would vest pro-rata based on the elapsed portion of the performance-period (based upon actual performance) and (5) for the number of full years remaining under the 2024 Agreement, all time-based vesting stock grants would be accelerated and vested. These provisions are substantially similar to those of the 2021 Agreement. 2021 Annual Incentive Agreement. During 2021, we entered into the 2021 Agreement, which governed Mr. Kaufman’s compensation through the 2023 calendar year. The 2021 Agreement provided for 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 (1) an annual base salary of $1,200,000, (2) an additional annual cash payment of $800,000 and (3) 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 up to 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 were 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 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 and vested in 2024. 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 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, which would vest, in whole or in part, based on the attainment of our TSR goals over a five year period. In 2022 and 2023, Mr. Kaufman elected to receive the three year time-based vesting stock. As with the 2024 Agreement, the 2021 Agreement included the GAAP Equity Adjustment feature. The 2021 Agreement also provided for the treatment of the various incentive awards upon a termination of Mr. Kaufman’s employment, which is now controlled by the 2024 Agreement.

  11. Summary Compensation Table for 2024

    Summary Compensation Table for 2024 The following table summarizes the total compensation of our NEOs for the years ended December 31, 2024, 2023 and 2022 (or such shorter period with respect to which the executive was an NEO).

  12. Summary Compensation Table for 2024

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Ivan Kaufman Chief Executive Officer and President | 2024 | 1,200,000 | 6,049,937(3) | 4,801,071 | 6,870 | 12,057,878 | | | 2023 | 1,200,000 | 7,265,264 | 3,927,947 | 6,600 | 12,399,811 | | | 2022 | 1,200,000 | 6,516,785 | 2,851,081 | 6,150 | 10,574,016 | | Paul Elenio Chief Financial Officer | 2024 | 750,000 | 1,250,000 | 504,057 | 6,870 | 2,510,927 | | | 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 | | Gene Kilgore Executive Vice President — Structured Securitization | 2024 | 500,000 | 1,000,000 | 302,432 | 6,870 | 1,809,302 | | | 2023 | 500,000 | 1,000,000 | 395,933 | 6,600 | 1,902,533 | | | 2022 | 500,000 | 1,000,000 | 300,253 | 6,150 | 1,806,403 | | Steven Katz(4) Executive Vice President and Chief Investment Officer — Residential Financing | 2024 | 1,383,010(5) | 1,465,000 | 816,007 | 6,870 | 3,670,887 | | | 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 | | Danny van der Reis(4) Executive Vice President — Servicing and Asset Management | 2024 | 783,334 | 1,200,000 | 453,648 | 6,870 | 2,443,852 | | | 2023 | 600,000 | 1,100,000 | 593,906 | 6,600 | 2,300,506 | | | 2022 | N/A | N/A | N/A | N/A | N/A |

  13. Summary Compensation Table for 2024

    ____________________ 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 2024 Agreement as described above under “2024 Annual Incentive Agreement” and includes a performance-based cash bonus of $4,878,657. Based on the terms of the 2024 Agreement, the 2024 performance-based cash bonus had target opportunities of $3,897,439 at target performance, $1,948,717 at threshold performance and $5,846,151 at maximum performance, plus an additional $974,359 for extraordinary performance with respect to corporate capital growth goals. The 2024 performance-based cash bonus was paid-out at slightly above target performance, plus the additional amount for extraordinary performance for reaching corporate capital growth goals. (4)Messrs. Katz and van der Reis first became NEOs in 2023. (5)The salary for Mr. Katz includes $883,010 and $1,586,555 of commissions that were paid in 2024 and 2023, respectively.

  14. Outstanding Equity Awards at 2024 Year-End

    Outstanding Equity Awards at 2024 Year-End The table below lists the number of shares of unvested restricted common stock and performance-vesting restricted stock units held by each of our NEOs as of December 31, 2024.

  15. Outstanding Equity Awards at 2024 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 | 746,923(3) | 10,344,884 | | Paul Elenio | 40,490(4) | 560,787 | | Gene Kilgore | 29,498(5) | 408,547 | | Steven Katz | 30,364(6) | 420,541 | | Danny van der Reis | 37,015(7) | 512,658 |

  16. Outstanding Equity Awards at 2024 Year-End

    ____________________ (1)For all NEOs, as of December 31, 2024, these shares were subject to the terms of the applicable restricted stock award agreements, and additionally for Mr. Kaufman, the Annual Incentive Agreement, during 2024. (2)Based on the closing stock price of our common stock on December 31, 2024 of $13.85. (3)Of the 746,923 unvested restricted common stock awards for Mr. Kaufman, 189,873 shares, 247,275 shares and 309,775 shares will vest in March 2025, March 2026 and March 2027, 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 40,490 unvested stock awards for Mr. Elenio, 27,478 shares vested in March 2025, while 13,012 shares will vest in March 2026. (5)Of the 29,498 unvested stock awards for Mr. Kilgore, 19,089 shares vested in March 2025, while 10,409 shares will vest in March 2026. (6)Of the 30,364 unvested stock awards for Mr. Katz, 17,352 shares vested in March 2025, while 13,012 shares will vest in March 2026. (7)Of the 37,015 unvested stock awards for Mr. van der Reis, 21,401 shares vested in March 2025, while 15,614 shares will vest in March 2026.

  17. Non-Qualified Deferred Compensation for 2024

    Non-Qualified Deferred Compensation for 2024 The table below provides information regarding compensation deferred by each of our NEOs under the Employee Deferred Comp Plan during 2024.

  18. Non-Qualified Deferred Compensation for 2024

    | Name | Executive Contributions in Last Fiscal Year (2024) ($)(1) | Registrant Contributions in Last Fiscal Year (2024) ($) | Aggregate Earnings in Last Fiscal Year (2024) ($)(2) | Aggregate Withdrawals/Distributions (2024) ($) | Aggregate Balance at Last Fiscal Year End (2024) ($)(3) | | Ivan Kaufman(4) | — | — | — | — | — | | Paul Elenio | — | — | — | — | — | | Gene Kilgore | — | — | — | — | — | | Steven Katz | 327,867 | 362,784 | 15,794 | — | 2,158,928 | | Danny van der Reis | 213,333 | — | — | 110,614 | 491,548 |

  19. Non-Qualified Deferred Compensation for 2024

    ____________________ (1)These amounts are included in the 2024 compensation figures reported in the Summary Compensation Table disclosed above. (2)Reflects interest earned on employer matching contributions. (3)Includes $1,168,258 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 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, 2024, 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 $13.85 on December 31, 2024, was equal to: (1) Mr. Kaufman, $10,344,884; (2) Mr. Elenio, $560,787; (3) Mr. Kilgore, $408,547; (4) Mr. Katz, $420,541; and (5) Mr. van der Reis, $512,658. Termination If Mr. Kaufman’s employment was terminated on December 31, 2024: (1) by the Company without cause; or (2) by Mr. Kaufman for “good reason” (as defined in the 2024 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.

  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 2024, 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 2024. 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 2024 and were working for us as of December 31, 2024 were annualized. For 2024, the total compensation of our median employee was $103,797, and the annual total compensation of Mr. Kaufman was $12,057,878, which is reported in the “Total” column of our 2024 Summary Compensation Table included in this proxy statement. As a result, Mr. Kaufman’s annual total compensation was 116 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, Kilgore, Katz and van der Reis served as our NEOs in 2024. Messrs. Kaufman, Elenio, Caulfield, Katz and van der Reis served as our NEOs in 2023. Messrs. Kaufman, Elenio, Caulfield, Kilgore and Weber served as our NEOs in 2022, 2021 and 2020. The following table shows the total compensation for our NEOs for the past five 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 2024 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) | | | | 2024 | 12,057,878 | 11,965,183 | 2,608,742 | 2,613,291 | 164 | 80 | 283,918,655 | 358,019,878 | | 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 | | | | | | 2024 | 12,057,878 | (4,801,071) | 4,708,376 | 11,965,183 | | 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 | | | | | | 2024 | 2,608,742 | (519,036) | 523,585 | 2,613,291 | | 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 | | | | | | | 2024 | 5,046,842 | (993,408) | (718,539) | 1,373,481 | 4,708,376 | | 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 | | | | | | | 2024 | 579,262 | (45,675) | (64,004) | 54,002 | 523,585 | | 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. We have determined that distributable earnings is the financial performance measure that, in our assessment, represents the most important performance measure used by us to tie NEO compensation to Company performance for 2024. We define distributable earnings as net income (loss) 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, deferred tax provision (benefit), CECL provisions for credit losses (adjusted for realized losses as described below), 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. In 2024, the Compensation Committee engaged FPL Associates, its independent compensation consultant, to assist the Compensation Committee in evaluating the Company's practices regarding non-employee director compensation. Following that evaluation, the Compensation Committee determined to make no changes to the amount or structure of non-employee director compensation. For 2024, 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. 2024 Director Compensation Table

    2024 Director Compensation Table The following tables sets forth the compensation paid to our non-management directors for the year ended December 31, 2024. Mr. Tsunis was appointed as a director in March 2025 and did not receive any director compensation in 2024.

  32. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Kenneth J. Bacon | 120,000 | 116,301 | 236,301 | | Caryn Effron | 120,000 | 116,301 | 236,301 | | Edward Farrell(2) | 120,000 | 116,301 | 236,301 | | William C. Green(2) | 175,000 | 116,301 | 291,301 | | Melvin F. Lazar(2) | 135,000 | 116,301 | 251,301 | | Joseph Martello(3) | 217,500 | — | 217,500 | | Elliot Schwartz(2) | 130,000 | 116,301 | 246,301 | | Carrie Wilkens | 120,000 | 116,301 | 236,301 |

  33. 2024 Director Compensation Table

    (1)Represents the aggregate grant date fair value of common stock awards granted in 2024, determined in accordance with ASC 718. The number of shares and grant date fair value of common stock awards granted during 2024 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. 2024 Director Compensation Table

    | Name | Number of Shares Granted (#) | Grant Date Fair Value of Stock Awards ($) | | Kenneth J. Bacon | 9,172 | 116,301 | | Caryn Effron | 9,172 | 116,301 | | Edward Farrell(2) | 9,172 | 116,301 | | William C. Green(2) | 9,172 | 116,301 | | Melvin F. Lazar(2) | 9,172 | 116,301 | | Joseph Martello(3) | — | — | | Elliot Schwartz(2) | 9,172 | 116,301 | | Carrie Wilkens | 9,172 | 116,301 |

  35. 2024 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 2024 for his service as a director but elected to receive a cash payment as permitted under our director compensation program. On March 14, 2025, the Compensation Committee granted both Dr. Wilkens and Ms. Effron 9,545 shares and Mr. Tsunis 7,922 shares of fully vested common stock. On March 14, 2025, the Compensation Committee also granted each of Messrs. Bacon, Farrell, Green, Lazar and Schwartz 9,545 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 Ms. Caryn Effron and Messrs. Joseph Martello, Edward Farrell and George Tsunis as Class I directors each to serve on the Board of Directors until our annual meeting of stockholders for 2028 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, unless such holder of our voting securities abstained from voting, for the election of the Board of Directors’ nominees. Votes may be cast in favor of or against 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.