Fred Weber
Executive Vice President — Structured Finance and Principal Transactions at ARBOR REALTY TRUST
Executive
About Fred Weber
Fred Weber, age 64, serves as Executive Vice President — Structured Finance and Principal Transactions at Arbor Realty Trust (ABR), a role he has held since 2003; he previously led ACM’s structured finance and principal transactions group and was a partner at Weil, Gotshal & Manges and co‑head of real estate at Kronish Lieb Weiner & Hellman . He has 30+ years in mortgage banking and real estate finance and sits on the Real Estate Board of New York’s real estate finance committee . Company context: ABR’s cumulative TSR (value of $100) improved from 110 (2020) to 164 (2024) versus FTSE Nareit Mortgage REITs at 81→80; 2024 net income and distributable earnings were $283.9M and $358.0M, respectively .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Arbor Realty Trust (ABR) | EVP — Structured Finance and Principal Transactions | 2003–present | Leads origination, underwriting and principal transactions across commercial real estate, a core driver of ABR’s balance sheet lending economics . |
| Arbor Commercial Mortgage (ACM) | Head, Structured Finance and Principal Transactions | 1999–2003 | Built national origination/underwriting for debt and equity across asset types; platform later integrated with ABR . |
| Kronish Lieb Weiner & Hellman LLP | Partner, Co‑Head Real Estate Dept. | 1997–1999 | Led real estate legal practice; structured complex transactions . |
| Weil, Gotshal & Manges LLP | Partner | Prior to 1997 | Transactional real estate and finance work at a top-tier firm . |
External Roles
| Organization | Role | Years | Relevance |
|---|---|---|---|
| Real Estate Board of New York (REBNY) — Real Estate Finance Committee | Member | Not disclosed | Industry network and policy/market insight supporting ABR’s origination and capital markets activities . |
Fixed Compensation
Multi‑year view while Weber was a Named Executive Officer (NEO):
| Year | Salary ($) | Notes |
|---|---|---|
| 2022 | 1,210,925 | Includes $710,925 of commissions paid in 2022 . |
| 2021 | 500,000 | — . |
| 2020 | 500,000 | — . |
Performance Compensation
Cash incentive and equity while an NEO (company uses committee discretion for non‑CEO NEOs; no pre‑set goals):
| Year | Cash Bonus ($) | Stock Awards – Grant Date Fair Value ($) | Notes on metrics and structure |
|---|---|---|---|
| 2022 | 800,000 | 200,172 | Committee judgment; no specific pre‑set goals for NEOs (only CEO has formulaic metrics) . |
| 2021 | 1,000,000 | 198,861 | Same approach; equity as time‑vested restricted stock . |
| 2020 | 1,000,000 | 201,009 | Same approach . |
Stock-based award details and vesting:
- Grants: 11,370 restricted shares granted on 03/11/2022 (for 2021 performance), grant‑date fair value $198,861 .
- Dividends: Cash dividends are paid on all restricted shares at the common rate (2022 dividend $1.54/share) .
- Vesting at 2022 year‑end: 11,803 unvested shares; 8,011 vested in March 2023 and 3,792 in March 2024 .
- 2022 vesting realized: 14,079 shares vested, value realized $247,526 .
Equity Ownership & Alignment
Beneficial ownership and alignment policies:
| As Of | Common Shares Owned | Special Voting Preferred (paired with OP Units) | Total Voting Shares | Ownership % of Voting Stock |
|---|---|---|---|---|
| Dec 31, 2022 proxy (filed 2023) | 492,364 | 57,620 | 549,984 | <1% (each class and total) . |
| Apr 1, 2025 record (2025 proxy) | 506,972 | 57,620 | 564,592 | <1% (each class and total) . |
Alignment safeguards and guidelines:
- Hedging, pledging, and derivatives are prohibited for covered employees (including EVPs) under ABR’s insider trading policy; Section 16 compliance was timely reported for 2024 .
- New stock ownership guidelines adopted March 6, 2025 require EVPs and other “Covered Officers” to hold ABR equity equal to 2× base salary by December 31, 2027; both vested and unvested equity count, measured at the higher of year‑end value or quarterly average .
- No stock options have been granted to date under ABR’s plan, reducing option‑related sell pressure dynamics .
Employment Terms
- Contract status: ABR states its NEOs (other than the CEO) have no employment, severance, or change‑of‑control agreements and are employed at‑will; restricted stock award agreements provide for full vesting on a company “change of control” (as defined) .
- Benefits/perquisites: 401(k) with company match; $250,000 life insurance; long‑term disability (max $120,000/yr) for NEOs in 2022; Weber also had an additional $250,000 life insurance coverage due to participation in the employee deferred compensation plan in 2022 .
- Clawback: Executive officer clawback policy to recover erroneously awarded incentive compensation upon an accounting restatement per NYSE rules .
- Insider trading: Regulation FD and insider trading policies govern selective disclosure and trading windows; hedging/pledging prohibited as above .
Performance & Track Record (Company context during Weber’s tenure)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| ABR TSR – Value of $100 (12/31/2019 base) | 110 | 153 | 122 | 158 | 164 |
| FTSE Nareit Mortgage REITs – Value of $100 | 81 | 94 | 69 | 80 | 80 |
| Net Income ($) | 196,157,197 | 377,806,794 | 353,827,809 | 400,556,657 | 283,918,655 |
| Distributable Earnings ($) | 234,866,670 | 313,728,736 | 405,695,825 | 452,478,707 | 358,019,878 |
Notes:
- ABR pays dividends on unvested restricted stock, enhancing holding alignment during vesting .
- Company reports timely Section 16 filings and utilizes an internal RPT review policy; related‑party exposures largely involve the CEO, ACM, and certain officers/family in SFR/CRE transactions; specific participation by Weber is not disclosed .
Additional Disclosures on Vesting/Ownership Pressures
- Scheduled vesting (historical): 8,011 RS vested in March 2023 and 3,792 in March 2024 from the 2022 outstanding awards; dividends accrue through vest date, potentially lowering near‑term selling pressure versus non‑dividend RS .
- Pledging ban reduces forced‑sale risk from margin/collateral calls; hedging ban increases economic exposure to ABR equity .
- Ownership size: <1% of total voting shares suggests personal transactions are unlikely to be market‑moving absent concentrated liquidity events .
Compensation Structure Analysis
- Mix: Significant at‑risk pay via annual bonus and recurring RS grants; RS is time‑based (no individual PSU program disclosed for Weber), with full dividend rights, balancing retention and income .
- Metrics: For non‑CEO NEOs (including Weber in 2020–2022), the committee used discretion rather than formulaic goals; only the CEO has a formal scorecard with DEPS/capital growth/risk‑balance objectives .
- Governance: 2025 adoption of officer stock ownership guidelines (EVP 2× salary) improves long‑term alignment; clawback policy in place .
Investment Implications
- Alignment: Dividend‑paying RS with multi‑year vesting, new 2× salary ownership guidelines for EVPs by 12/31/2027, and hedging/pledging prohibitions indicate solid alignment and lower pledging risk; clawback adds downside accountability .
- Retention/overhang: Historic vesting cadence (2023–2024) and sub‑1% ownership limit near‑term selling pressure signals; lack of options removes option‑expiry overhangs .
- Pay-for-performance: Discretionary bonus approach for non‑CEO NEOs can be flexible but less transparent; however, company‑level TSR and distributable earnings performance provide a reasonable backdrop to assess incentive outcomes .
- Governance/watch‑items: Company‑level related‑party activity merits ongoing monitoring; Section 16 compliance reported as timely and RPTs are subject to a board‑level policy review process .