Gene Kilgore
About Gene Kilgore
Gene Kilgore, age 58, is Executive Vice President — Structured Securitization at Arbor Realty Trust (ABR), a role he has held since 2004 (21 years of tenure). He previously served as a portfolio manager at ZAIS Group (2001–2004), director of risk finance at Barclays Capital (2000–2001), director in S&P’s CDO ratings group (1996–2000), and Vice President of Corporate Lending and Commercial Real Estate at Wachovia Bank . Company performance context: ABR reported 2024 net income of $283,918,655 and distributable earnings of $358,019,878; the cumulative value of a $100 TSR investment since 12/31/2019 was 164 vs 80 for FTSE Nareit Mortgage REITs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ZAIS Group, LLC | Portfolio Manager | 2001–2004 | Structured finance investing; portfolio oversight in securitization markets |
| Barclays Capital | Director of Risk Finance | 2000–2001 | Risk finance leadership supporting structured products |
| S&P Ratings Service | Director, CDO Group | 1996–2000 | Structured product ratings; CDO analytics/criteria |
| Wachovia Bank | VP, Corporate Lending & CRE | Not disclosed | Corporate lending and commercial real estate underwriting/coverage |
External Roles
- Not disclosed for Mr. Kilgore in ABR’s proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 500,000 | 500,000 | 500,000 |
| Target Bonus % | Not disclosed | Not disclosed | Not disclosed |
| Actual Annual Cash Bonus ($) | 1,000,000 | 1,000,000 | 1,000,000 |
| All Other Compensation ($) | 6,150 | 6,600 | 6,870 |
Notes:
- For NEOs other than the CEO, ABR did not set specific performance-based goals for annual incentives in 2024; awards are discretionary based on individual impact .
Performance Compensation
Stock Awards and Vesting
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards (Grant Date Fair Value, $) | 300,253 | 395,933 | 302,432 |
| Grant Detail | Grant Date | Shares Granted | Grant Date Fair Value ($) |
|---|---|---|---|
| Restricted Common Shares (for 2023 performance) | 03/14/2024 | 31,225 | 395,933 |
| Vesting Schedule (Unvested as of 12/31/2024) | Shares | Vest Date |
|---|---|---|
| Tranche | 19,089 | March 2025 |
| Tranche | 10,409 | March 2026 |
| Vested in 2024 | Shares Vested | Value Realized ($) |
|---|---|---|
| Restricted Stock | 28,565 | 366,755 |
Additional features:
- Dividends are paid on all outstanding restricted stock; total 2024 common dividend rate was $1.72 per share .
- ABR has not granted stock options to date; the plan contemplates options but none have been issued so far .
Performance Metrics Tied to Pay
- For NEOs other than the CEO, no specific formulaic performance goals were established for 2024 bonuses; payouts reflect contributions and role impact .
- Company-selected pay-versus-performance measure: distributable earnings; 2024 was $358,019,878 .
Equity Ownership & Alignment
| Ownership Category | Shares | Notes |
|---|---|---|
| Common Stock Beneficially Owned | 242,427 | Per SEC beneficial ownership table |
| Special Voting Preferred Stock Beneficially Owned | 42,641 | Paired with OP Units; one vote each |
| Total Voting Shares Beneficially Owned | 285,068 | Less than 1% of voting securities |
| Unvested Restricted Stock (12/31/2024) | 29,498 | Market value $408,547 at $13.85/share |
| Director/Officer Pledging/Hedging | Prohibited | No pledging, derivatives, or hedging permitted under insider trading policy |
Stock ownership guidelines:
- Adopted March 6, 2025: NEOs must maintain stock value equal to 5x base salary; others at EVP/Section 16 level must maintain 2x base salary. Compliance deadline: 12/31/2027, with measurement rules specified by ABR .
- For Mr. Kilgore (NEO, $500,000 base), guideline threshold equals $2,500,000 in ABR stock value .
Deferred compensation:
- No contributions or withdrawals by Mr. Kilgore in 2024 under ABR’s non-qualified deferred compensation plan .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment Agreement | None; NEOs (other than CEO) are at-will |
| Severance | No cash severance for NEOs other than CEO |
| Change-of-Control Treatment | Full vesting of restricted stock upon change of control; value for Mr. Kilgore at 12/31/2024 was $408,547 (at $13.85/share) |
| Clawback | Executive officer clawback policy for incentive compensation upon accounting restatement; recovery is required unless an exception applies |
| Insider Trading Policy | Prohibits derivatives, pledging, and hedging by covered employees (includes NEOs) |
Performance & Track Record (Company context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($) | 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 |
| Value of $100 TSR (12/31/2019 base) | 110 | 153 | 122 | 158 | 164 |
| Peer Group TSR (FTSE Nareit Mortgage REITs) | 81 | 94 | 69 | 80 | 80 |
Compensation Structure Analysis
- Cash vs equity mix: For 2022–2024, Mr. Kilgore’s compensation was predominantly annual cash incentive plus time-based restricted stock awards; no options are used, which lowers leverage risk and emphasizes retention via multi-year vesting .
- Guaranteed vs at-risk: Base salary is modest relative to incentive awards; no preset targets disclosed for non-CEO NEOs, indicating Committee discretion based on contribution .
- Ownership alignment: New stock ownership guidelines require substantial stake (5x base for NEOs) by 12/31/2027, strengthening alignment; pledging/hedging prohibited .
- Award modifications/repricing: None disclosed; no option repricing noted .
Related Party Transactions and Red Flags
- No Gene-specific related party transactions are disclosed; ABR does disclose multiple related party financing activities involving certain officers and entities related to the CEO, but individual officer identities are generally not specified in those items .
- Hedging/pledging prohibited for covered employees, mitigating alignment risk .
- Clawback policy in place per NYSE requirements .
- Say-on-pay occurs annually; structural program unchanged since 2024 except new ownership guidelines in 2025 .
Investment Implications
- Near-term selling pressure risk appears limited to routine tax-withholding or liquidity needs around vesting events; Mr. Kilgore’s RSU vesting schedule had a sizeable tranche vest in March 2025 with a final tranche due March 2026, and no options are outstanding that could drive tactical exercises/sales .
- Alignment is reinforced by 2025 adoption of 5x salary ownership guidelines for NEOs, clawback policy, and prohibitions on pledging/hedging; monitor year-end compliance checkpoints and any Form 4 activity for adherence and incremental accumulation .
- Compensation for Mr. Kilgore is heavily tied to discretionary annual bonus and multi-year RSU vesting, linking pay to platform performance without rigid short-term targets; investors should track securitization platform volumes/spreads and ABR’s distributable earnings trajectory, the company’s primary performance measure for pay-versus-performance disclosure .
- Change-of-control terms provide accelerated vesting of equity, creating potential value realization in a transaction scenario; 12/31/2024 unvested equity value was $408,547 for Mr. Kilgore at $13.85/share .