Elliot Schwartz
About Elliot Schwartz
Independent Class III director at Arbor Realty Trust, age 64, serving since June 2018 with current term expiring at the 2027 annual meeting; co‑founder, CEO and General Counsel of Debt Recovery Solutions, LLC (est. 2002), with expertise spanning distressed consumer receivables management and regulatory compliance across financial, education, telecom and medical sectors . He is affirmed independent under NYSE standards and currently chairs the Corporate Governance Committee and serves on the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Debt Recovery Solutions, LLC | Co‑Founder, CEO & General Counsel | 2002–present | Leads national ARM agency; oversees compliance with city, state and federal regulations |
| Coldata, Inc. | Senior VP, General Counsel & Principal | >10 years prior to sale in 1999; continued responsibilities until 2002 | Provided ARM services to financial institutions and U.S. City/State/Federal agencies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nassau County Bar Association | Member | Not disclosed | Legal professional affiliation |
| New York State Bar Association | Member | Not disclosed | Legal professional affiliation |
| Receivables Management Association | Member | Not disclosed | Industry association |
| American Collectors Association | Member | Not disclosed | Industry association |
| Other public company directorships | None disclosed in proxy biography | N/A | No public board interlocks listed for Schwartz |
Board Governance
- Independence: Board determined Schwartz is independent under NYSE Corporate Governance Standards .
- Committees: Chair, Corporate Governance Committee; member, Compensation Committee .
- Attendance: Board met 11 times in 2024; no incumbent director attended fewer than 75% of Board and committee meetings—indicates Schwartz met at least the 75% threshold .
- Executive sessions and oversight: Non‑management directors meet regularly in executive session; Lead Director (William C. Green) presides and facilitates independent oversight .
- ESG oversight: Corporate Governance Committee (chaired by Schwartz) oversees Arbor’s ESG policy and strategy and receives regular management reports on ESG initiatives .
- Director nominations: Corporate Governance Committee manages director selection criteria, slate recommendations, and Board/individual director assessments .
Fixed Compensation
| Component (2024) | Amount | Details |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non‑management director cash fee |
| Committee chair fee | $20,000 | Corporate Governance Committee chair |
| Committee membership fee | $10,000 | Compensation Committee member |
| Total cash fees earned | $130,000 | Sum of cash retainer + chair + membership fees |
| Equity award (2024) | $116,301 grant‑date fair value | 9,172 fully vested RSUs granted; deferred under Director Deferred Comp Plan |
Additional program features:
- Standard director pay mix in 2024: $217,500 total value (cash $100,000 + stock ≈$117,500); lead director + committee chairs/members receive incremental cash fees; program unchanged after FPL Associates’ review .
- Directors may elect cash in lieu of equity if equity ownership value ≥5x prior‑year cash compensation .
Performance Compensation
| Performance‑linked element | Disclosed? | Notes |
|---|---|---|
| Director performance bonus | No performance bonus disclosed | Director compensation comprises fixed cash fees and fully vested equity; no performance metrics tied to director pay are described |
| Equity vesting conditions | Fully vested upon grant (for directors) | RSUs granted to Schwartz were fully vested and deferred per election |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed for Schwartz in proxy biography |
| Committee interlocks | Compensation Committee members (including Schwartz) did not serve as Arbor officers; no executive serves on boards where Arbor directors are executives |
Expertise & Qualifications
- Distressed assets and receivables management leadership; regulatory compliance oversight as CEO/GC of a national ARM agency .
- Legal and governance acumen; membership in bar and industry associations supports subject‑matter expertise relevant to compliance and oversight .
- Governance leadership: Chairs Corporate Governance Committee overseeing director nominations, Board evaluations, and ESG oversight .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Common stock beneficially owned | 40,467 shares; <1% of common | As of proxy; percentage marked as less than 1% in filing |
| Deferred RSUs (excluded from 60‑day beneficial calc) | 35,169 RSUs (deferred) | Deferred receipt under Director Deferred Comp Plan |
| Shares outstanding (context) | 192,161,707 common; 16,173,761 special voting preferred | Company totals for ownership context |
| Director stock ownership guideline | Minimum equity ≥5x prior‑year total cash compensation; 5‑year compliance window for new directors | Applies to all directors; compliance measured annually |
| Hedging/pledging | Prohibited for covered persons (incl. directors/officers) | No derivatives, pledging, or hedging allowed |
Governance Assessment
- Positives: Independent status with chair role on Corporate Governance Committee; active ESG oversight mandate; robust insider trading/hedging/pledging prohibitions; formal director ownership guidelines; and independent consultant review of director pay structure—supports alignment and Board effectiveness .
- Engagement: Board met 11 times in 2024; no director below 75% attendance threshold, indicating baseline engagement; Schwartz’s roles imply material involvement in governance and compensation oversight .
- Potential conflicts/related‑party exposure: Proxy details extensive related‑party transactions primarily involving the CEO, ACM, and affiliates (e.g., loans, equity interests); while none are attributed to Schwartz, his committee leadership places responsibility for rigorous oversight and application of the Related Person Transactions Policy—an area to monitor for investor confidence .
- Signals: Use of fully vested RSUs with deferral elections suggests tax/long‑term planning; program allows cash substitution only for directors meeting high ownership thresholds, promoting alignment .