Carrie Wilkens

About Carrie Wilkens

Dr. Carrie Wilkens, age 55, has served as an independent Class II director of Arbor Realty Trust since October 25, 2023; her term expires at the 2026 annual meeting . She is a psychologist with 25+ years’ experience in evidence-based treatment for substance use and PTSD, co-founder and Clinical Director of the Center for Motivation and Change (CMC) and CMC: Berkshires, and Co‑President/CEO of the CMC: Foundation for Change; she is an author and frequent media contributor on addiction topics . The Board cited her experience managing enterprises and deep understanding of behaviors/interpersonal dynamics as qualifications for board service .

Past Roles

External Roles

No other public company directorships were disclosed for Dr. Wilkens in ABR’s proxies .

Board Governance

• Independence: The Board affirmatively determined Dr. Wilkens is independent under NYSE standards . In its review, the Board assessed a $100,000 investment by a trust established by CEO Ivan Kaufman for his children into two businesses in which Dr. Wilkens is a principal and concluded it had no impact on her independence .
• Committees:
  • Compensation Committee: Member since appointment; composition in 2024 included six independent directors (Wilkens, Farrell, Green, Lazar, Schwartz, Tsunis); chaired by William C. Green . In 2023, composition included five independent directors (Wilkens, Farrell, Green, Lazar, Schwartz); chaired by William C. Green .
  • Corporate Governance Committee: Member since appointment; composition in 2024 included five independent directors (Wilkens, Effron, Bacon, Schwartz, Tsunis); chaired by Elliot Schwartz . In 2023, composition included four independent directors (Wilkens, Effron, Bacon, Schwartz); chaired by Elliot Schwartz .
  • Audit Committee: Dr. Wilkens is not a member; Audit Committee consists of Effron, Lazar (Chair), Green, Farrell, Bacon .
• Attendance & Engagement:
  • Board met 11 times in 2024 (seven unanimous written consents); no incumbent director attended fewer than 75% of Board/committee meetings in 2024 .
  • Compensation Committee met two times and acted by unanimous written consent three times in 2024 ; three times with one unanimous written consent in 2023 .
  • Corporate Governance Committee met three times and acted by unanimous written consent once in 2024 ; three times with one unanimous written consent in 2023 .
  • Non‑management directors meet regularly in executive session; sessions chaired by the Lead Director .

Fixed Compensation

In 2024, non‑management director cash fees for Wilkens were $120,000; chair fees are reflected for other directors (e.g., Audit/Compensation chairs), but no chair role was disclosed for Wilkens .

Performance Compensation

• Directors may elect to defer equity into fully vested RSUs under the Director Deferred Comp Plan; several directors elected RSUs, but Wilkens received common stock without vesting restrictions in 2024 and a fully vested common stock grant in 2025 .
• No options, PSUs, or performance‑metric contingent awards for non‑employee directors were disclosed; director equity awards are time‑based and fully vested .

Other Directorships & Interlocks

Expertise & Qualifications

• Behavioral science and organizational dynamics expertise through clinical leadership and program management; author of notable works on addiction and change .
• Board cited ability to manage enterprises and deep understanding of interpersonal dynamics as a basis for nomination .

Equity Ownership

• Stock ownership guidelines for directors: minimum equity ownership equal to five times prior‑year total cash compensation; new directors have five years to reach compliance; directors falling below must regain compliance within one year .
• For officers, updated guidelines adopted March 6, 2025 (five times base salary for NEOs), measured annually with defined compliance timelines; included here for governance context .

Governance Assessment

• Strengths:
  • Independence affirmed with explicit review; Board concluded a $100,000 trust investment into businesses where Wilkens is a principal did not impair independence, given modest size, lack of control, and no Kaufman co‑investment .
  • Active committee service on Compensation and Corporate Governance, with regular meeting cadence and documented actions; broad engagement evidenced by Board/committee activity levels and attendance disclosures (≥75% for all incumbents) .
  • Director equity awards and ownership guidelines align interests via ongoing stock exposure; Wilkens receives fully vested common stock grants, creating immediate equity alignment .
• Watch‑items / RED FLAGS:
  • Related‑party exposure: trust investment tied to businesses where Wilkens is a principal warrants ongoing monitoring, even though the Board determined no impact on independence .
  • No disclosed performance‑contingent director equity (e.g., PSUs) or ownership compliance status; alignment relies on guideline adherence and ongoing grants rather than performance metrics .
• Net view:
  • Wilkens brings specialized human‑behavior expertise valuable for Compensation and Governance oversight, with documented independence and participation. Continued transparency on ownership guideline compliance and vigilance on related‑party exposures will support investor confidence .