Andrew Guziewicz
About Andrew Guziewicz
Andrew Guziewicz (age 65) is Managing Director and Chief Credit Officer — Structured Finance at Arbor Realty Trust (ABR). He joined Arbor in 2008 and oversees underwriting for all structured finance transactions; he is a voting member of Arbor’s credit and investment committee. Prior roles include Director at Merrill Lynch managing underwriting of $50 million to $5+ billion loans for securitization/private placements, with earlier positions at Deutsche Bank Securities, Aetna Real Estate Investments, and GE Capital . Company performance context during his tenure: ABR reported net income to common of $284.8m (2022), $330.1m (2023), and $223.3m (2024), with distributable earnings per share of $2.23 (2022), $2.25 (2023), and $1.74 (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Merrill Lynch & Co., Inc. | Director; managed underwriting of $50m–$5bn loans for securitization/private placement | N/D | Led large-loan underwriting for capital markets execution |
| Deutsche Bank Securities, Inc. | Various roles (credit/underwriting) | N/D | Commercial mortgage underwriting and capital markets support |
| Aetna Real Estate Investments | Various roles | N/D | Institutional real estate credit/investments experience |
| GE Capital | Various roles | N/D | Corporate real estate finance background |
External Roles
- Not disclosed in company filings reviewed .
Fixed Compensation
| Component | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Base salary ($) | N/D | N/D | N/D | Compensation for Mr. Guziewicz is not disclosed; ABR provides full detail only for Named Executive Officers (NEOs), and he is not an NEO in 2022–2024 . |
| Target bonus (%) | N/D | N/D | N/D | Not disclosed (non-NEO) . |
| Actual bonus ($) | N/D | N/D | N/D | Not disclosed (non-NEO) . |
ABR’s philosophy emphasizes market-competitive base pay with a substantial at-risk component via annual incentives and equity for executives; specific metrics are set annually by the Compensation Committee for NEOs, while non-CEO NEOs do not use formulaic goals. Mr. Guziewicz’s specific cash components are not disclosed .
Performance Compensation
| Metric (company framework) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Distributable EPS | N/D (NEO/CEO program uses multiple goals) | N/D | N/D | N/D | Equity grants typically vest over multi-year schedules; NEO 2025 awards for 2024 performance vest 1/3 at grant and 1/3 annually over 2 years; CEO has separate PSU TSR program. Mr. Guziewicz’s award terms are not disclosed . |
| Corporate capital growth | N/D | N/D | N/D | N/D | See above . |
| Balance sheet management | N/D | N/D | N/D | N/D | See above . |
| Efficiency | N/D | N/D | N/D | N/D | See above . |
| Relative portfolio risk | N/D | N/D | N/D | N/D | See above . |
For 2024, ABR’s committee reaffirmed incentive-heavy pay mix. Formulaic targets and payouts are explicitly disclosed for the CEO; for other NEOs it is committee-determined without fixed formulas. Mr. Guziewicz’s specific weights/targets/payouts are not disclosed .
Equity Ownership & Alignment
| Category | Amount | % of class | Notes |
|---|---|---|---|
| Common shares beneficially owned | 97,209 | <1% | Direct/indirect beneficial ownership as of proxy date . |
| Special Voting Preferred Stock (paired with OP units) | 5,374 | <1% | Paired with OP Units; vote one-for-one; redeemable into cash or common at ABR’s option . |
| Total voting shares (common + special voting preferred) | 102,583 | <1% | Aggregate beneficial voting securities . |
| Stock ownership guidelines | Covered officer: 2x base salary value by 12/31/2027 | N/A | Board adopted Mar 6, 2025: NEOs 5x salary; all EVPs and other Section 16 officers 2x salary; includes vested/unvested; measured each Dec 31; timelines for re-compliance if out of compliance . |
| Hedging/pledging | Prohibited | N/A | Insider policy prohibits derivatives, pledging, and hedging for covered employees (includes NEOs and covered officers) . |
| Clawback | Enforced per NYSE policy | N/A | Recovery of erroneously awarded incentive comp upon accounting restatement . |
Recent Insider Transactions (Form 4)
| Date | Type | Shares | Price | Resulting direct holdings | Source |
|---|---|---|---|---|---|
| 2025-03-14 | Award/acquisition (equity grant) | 8,123 | $0.00 | 100,167 | https://www.sec.gov/Archives/edgar/data/1571180/000110465925025052/xslF345X03/tm259592-19_4seq1.xml |
| 2025-03-14 | Tax withholding (F) | 1,914 | $12.31 | 98,253 | https://www.sec.gov/Archives/edgar/data/1571180/000110465925025052/xslF345X03/tm259592-19_4seq1.xml |
| 2025-03-15 | Tax withholding (F) | 1,044 | $12.41 | 97,209 | https://www.sec.gov/Archives/edgar/data/1571180/000110465925025052/xslF345X03/tm259592-19_4seq1.xml |
| 2025-03-18 | Form 4 (issuer IR copy) | — | — | — | https://ir.arbor.com/static-files/ae9c4cfc-b6c2-4c4b-bbd7-f41cd00e7b14 |
Notes: Transactions reflect equity grant and sell-to-cover tax withholdings; no open-market selling is indicated in these filings .
Employment Terms
- Status and term: Executive officers are elected annually by the Board and serve until successors are elected and qualified; at-will employment applies generally (explicitly stated for NEOs; no individual employment agreement disclosed for Mr. Guziewicz) .
- Severance/change-of-control: Outside of the CEO’s agreement, ABR states it does not maintain employment, severance, or change-in-control agreements for NEOs; acceleration on change of control is described for NEO restricted stock under the Stock Incentive Plan. No individual severance/COC terms are disclosed for Mr. Guziewicz .
- Ownership policy: As a Section 16 reporting officer, Mr. Guziewicz is a “Covered Officer” subject to the 2x salary ownership guideline by 12/31/2027 .
- Clawback/hedging/pledging: NYSE-compliant clawback; strict prohibitions on derivatives, pledging, and hedging for covered persons .
Performance & Track Record (Company context)
| Metric ($ in thousands, except per share) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net income attributable to common stockholders | 284,829 | 330,065 | 223,272 |
| Diluted EPS (GAAP) | 1.67 | 1.75 | 1.18 |
| Distributable earnings (total) | 405,696 | 452,479 | 358,020 |
| Diluted distributable earnings per share | 2.23 | 2.25 | 1.74 |
ABR’s 2024 distributable earnings and EPS declined year-over-year amid lower net interest income and reduced other revenue versus 2023 .
Expertise & Qualifications
- 30+ years in commercial mortgage underwriting; leadership over Arbor’s structured finance underwriting; voting member of credit and investment committee .
- Capital markets underwriting at Merrill Lynch for securitization/private placements; prior roles at Deutsche Bank Securities, Aetna Real Estate Investments, GE Capital .
Compensation Structure Analysis
- Mix shift/at-risk pay: ABR’s philosophy keeps a substantial portion of executive compensation “at risk” and tied to performance, with long-term equity used to align interests. Specific year-over-year cash/equity mix for Mr. Guziewicz is not disclosed (non-NEO) .
- Equity grant cadence: Company granted 602,016 restricted shares in March 2025 for 2024 performance (167,296 to NEOs excluding CEO); CEO received additional time-based and PSU awards. Mr. Guziewicz’s March 2025 Form 4 shows an 8,123-share equity award and tax withholding transactions, consistent with ongoing equity-based incentives .
Say-on-Pay & Shareholder Feedback
- ABR holds annual advisory votes on NEO compensation; the Board notes no material structural changes since 2024 except for new officer stock ownership guidelines in March 2025 .
Equity Ownership & Beneficial Holdings (Detail)
| Holder | Common shares | Special Voting Preferred | Total voting shares | Percentage (total voting) |
|---|---|---|---|---|
| Andrew Guziewicz | 97,209 | 5,374 | 102,583 | <1% |
Footnote: Certain executives hold Class B interests in ACM; shares held by ACM are not deemed beneficially owned by such individuals under SEC rules .
Investment Implications
- Alignment: Mr. Guziewicz’s recurring equity awards and beneficial ownership, combined with prohibitions on pledging/hedging and a 2x-salary ownership requirement by 12/31/2027, support alignment and mitigate forced-selling risk; recent Form 4 activity reflects sell-to-cover tax withholdings rather than discretionary selling .
- Retention: No individually disclosed severance/COC protections; executives serve at will. While this can moderate “golden parachute” risk, it may modestly elevate retention risk versus peers with contracts; offsetting factors include ongoing equity participation and clear ownership guidelines .
- Performance linkage: Company-level metrics (distributable EPS, capital growth, balance sheet/risk metrics) steer incentive design; 2024 distributable earnings and EPS declined YoY, which could dampen incentive payouts in aggregate outside the CEO’s formulaic plan, though Mr. Guziewicz’s specific payout mechanics are not disclosed .
- Trading signal: Absence of open-market sales by Mr. Guziewicz around March 2025 vesting (only tax withholdings) is neutral-to-positive from an insider-sentiment standpoint; continued executive equity grants and CEO open-market buys (separate filings) supported optics during 2025 volatility, though those are not directly attributable to Mr. Guziewicz .