Edward Farrell
About Edward Farrell
Edward J. Farrell (age 64) has served as an independent director of Arbor Realty Trust, Inc. since June 2018. He is currently CFO of Cipher Mining Inc. and previously held senior finance leadership roles at AllianceBernstein (SVP, Chief Accounting Officer, Corporate Controller, Interim CFO), Nomura Securities International (including CFO), and Salomon Brothers; he began his career at PwC. Farrell is a Certified Public Accountant and holds FINRA Series 27, aligning with audit oversight needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AllianceBernstein, L.P. | SVP, Chief Accounting Officer; Corporate Controller; Interim CFO | 2003–2021 | Oversaw corporate accounting, FP&A, tax/treasury, SEC reporting, real estate and facilities |
| Nomura Securities International, Inc. | Senior roles including CFO | ~9 years | Senior finance leadership at global investment bank |
| Salomon Brothers Inc. | Finance roles | ~10 years | Investment bank experience |
| PricewaterhouseCoopers | Early career | N/A | Accounting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cipher Mining Inc. | Chief Financial Officer | Current | Public-company CFO; indicates capital markets and controls expertise |
Board Governance
- Independence: The Board affirmatively determined Farrell is independent under NYSE listing standards .
- Board tenure/class: Class I director nominee to serve through the 2028 annual meeting if re-elected .
- Committee assignments: Audit Committee member; Compensation Committee member. Audit met 4 times (plus 1 unanimous written consent) in 2024; Compensation met 2 times (plus 3 consents) .
- Attendance: In 2024, “no incumbent director attended fewer than 75%” of Board and committee meetings on which they served—indicates compliance with attendance expectations .
- Governance structure: Combined Chair/CEO with a Lead Director role to ensure independent oversight; executive sessions of independent directors chaired by the Lead Director .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-management director cash fee |
| Committee membership fees | $20,000 | $10,000 per committee; Farrell sits on Audit and Compensation |
| Total cash paid (2024) | $120,000 | As disclosed in director compensation table |
| Equity award (2024) | $116,301 | 9,172 shares of common stock/fully vested RSUs (deferred election) |
| 2025 equity grant | 9,545 RSUs | Fully vested RSUs granted March 14, 2025 (deferred election) |
| Chair fees | $0 | Farrell is not a committee chair (Audit chair: Lazar; Compensation chair: Green) |
Director program: $217,500 total value (cash $100,000 + stock ~ $117,500) for non-management directors; committee chairs earn additional cash (Audit $25k; Compensation $15k; Corporate Governance $20k); Lead Director earns additional $50k .
Performance Compensation
- Directors do not have performance-based payout structures; equity awards are granted as fully vested shares/RSUs, not tied to performance metrics .
Other Directorships & Interlocks
- Other public company boards: The proxy biography for Farrell does not list service on other public company boards (besides his executive role at Cipher Mining) .
- Compensation Committee interlocks: The proxy notes no interlocks; no Arbor executive serves on boards/committees where ABR Compensation Committee members serve as executive officers .
Expertise & Qualifications
- CPA; FINRA Series 27 license; extensive SEC reporting, accounting, tax/treasury, FP&A experience at large financial institutions .
- Audit oversight: Member of Audit Committee; Board designated “financially literate” for all Audit members; Audit Committee chair and “financial expert” is Lazar .
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Beneficial ownership (common) | 28,204 shares (<1%) | As of proxy; less than 1% of outstanding |
| Deferred RSUs (not counted in beneficial % due to deferral) | 35,169 RSUs | Elected to defer conversion pursuant to Director Deferred Comp Plan |
| Pledging/hedging | Prohibited | Insider trading policy prohibits derivatives, pledging, and hedging; directors are covered by policy |
| Director stock ownership guideline | 5× prior-year total cash compensation | New directors have 5 years to comply; if above guideline, may elect to receive equity compensation in cash |
Governance Assessment
- Positive signals:
- Independence affirmed; active roles on Audit and Compensation Committees—key for financial oversight and pay governance .
- Attendance compliance; Board met 11 times in 2024; Audit and Compensation committees met regularly, indicating engagement .
- Director compensation aligned with market and structured by independent consultant; no changes following 2024 review .
- Ownership alignment via mandatory 5× cash guideline and deferral of RSUs, plus prohibition of pledging/hedging .
- Potential conflicts/related-party exposure:
- No related-party transactions disclosed involving Farrell; independence re-affirmed in Board review .
- RED FLAGS:
- None identified for Farrell in proxy disclosures (no low attendance, no related-party transactions, no pledging/hedging). The broader related-party items in the proxy pertain to ACM/CEO-linked transactions, not Farrell .
Appendix: Committee Memberships and Attendance Context
| Committee | Membership | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Effron; Lazar; Green; Farrell; Bacon | Lazar | 4 meetings; 1 unanimous consent |
| Compensation | Wilkens; Farrell; Green; Lazar; Schwartz; Tsunis | Green | 2 meetings; 3 unanimous consents |
| Corporate Governance | Wilkens; Effron; Bacon; Schwartz; Tsunis | Schwartz | 3 meetings; 1 unanimous consent |
| Board | 10 members (8 independent) | Chair/CEO Kaufman; Lead Director Green | 11 meetings (2024); all directors ≥75% attendance |
Annual meeting attendance (2024): 4 directors attended virtually; names not disclosed .