Ivan Kaufman
About Ivan Kaufman
Ivan Kaufman, age 64, has served as Arbor Realty Trust’s Chairman, Chief Executive Officer, and President since June 2003; he previously co‑founded Arbor National Holdings (1983), led ACM (1993 inception), and consolidated Arbor’s agency platform via ACM’s sale to Arbor in 2016 . His credentials include service on Fannie Mae advisory boards, leadership recognition by Inc. Magazine, and guest lecturing at Harvard, Columbia, and Wharton . Recent performance context: ABR’s cumulative TSR translated a $100 investment at 12/31/2019 into $164 by 12/31/2024 (peer FTSE Nareit Mortgage REITs $80) and net income of $283.9M (2024), $400.6M (2023), $353.8M (2022) . Revenues were $133.4M (2024), $148.1M* (2023), $127.0M* (2022) ; S&P Global disclaimer].
Values retrieved from S&P Global for asterisked cells.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arbor National Holdings / Arbor National Mortgage | Co‑founder; led residential lending; IPO 1992; sale to Bank of America 1995 | 1983–1995 | Built platform that seeded ACM and later ABR’s multifamily finance franchise |
| Arbor Commercial Mortgage (ACM) | CEO & President; ABR’s external manager until mid‑2017 | 1993–2017 (manager); ongoing ACM leadership | Created seller/servicer platform; 2016 agency sale to ABR consolidated franchise |
| ABR Special Financing Committee | Member (as Chairman/CEO) | Ongoing | Approves certain guaranties/amendments for sub-$350M facilities, aiding capital flexibility |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fannie Mae | National and Regional Advisory Boards | Prior years | Industry policy input; network advantages |
| Empire State Mortgage Bankers Assoc. | Board of Directors | Prior years | Industry advocacy |
| Independent Judicial Election Qualification Commission (NY 10th District) | Chair | Prior years | Governance/public service |
| Academic institutions (Harvard, Columbia, Wharton) | Presenter/Guest Lecturer | Prior years | Thought leadership and recruiting signal |
Fixed Compensation
| Component | 2024 Amount | Terms |
|---|---|---|
| Base Salary | $1,200,000 | Set in Third Amended & Restated Annual Incentive Agreement (effective 1/1/2024; term to 12/31/2028) |
| Guaranteed Annual Cash Payment | $1,171,280 | Paid annually under the 2024 Agreement (subject to GAAP Equity Adjustment mechanism) |
Performance Compensation
Annual Performance Cash Bonus (2024)
| Metric Set | Threshold ($) | Target ($) | Maximum ($) | Extraordinary Capital Growth ($) | Actual 2024 Payout ($) |
|---|---|---|---|---|---|
| DE per Share; Corporate Capital Growth; Balance Sheet Mgmt; Efficiency; Portfolio Risk | 1,948,717 | 3,897,439 | 5,846,151 | 974,359 | 4,878,657 (performance) within total cash bonus of $6,049,937 |
Notes:
- Total 2024 cash bonus approved: $6,049,937; includes performance-based cash of $4,878,657 and extraordinary capital growth payout; base salary and guaranteed cash are separate .
Long-Term Equity (2024 Agreement; 2025 grants for 2024 performance)
| Award Type | Grant Value at Award | Instrument | Vesting | Quantity |
|---|---|---|---|---|
| Time-based equity | $2,200,000 | Restricted Stock | Cliff vest March 2028 | 170,674 shares |
| Performance-based equity | $8,800,000 | RSUs (performance) | End of 4-year period; vests based on ABR TSR | Up to 682,699 shares |
Vesting and severance mechanics:
- If terminated without cause or for good reason: salary through term paid, annual bonus paid at target; all time-based equity vests; performance RSUs vest pro‑rata based on actual performance; future time-based grants accelerate for each full year remaining .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership (voting stock) | 14,879,777 votes (4,315,686 common; 10,564,091 special voting preferred) |
| Ownership as % | 2.2% of common; 65.3% of special voting preferred; 7.1% of total voting stock |
| Shares outstanding context | 192,161,707 common; 16,173,761 special voting preferred |
| Unvested equity at 12/31/2024 | 746,923 restricted shares (scheduled vestings: 189,873 Mar’25; 247,275 Mar’26; 309,775 Mar’27); deferrals elected for Mar’25 to Mar’27 and Mar’26 to Mar’28 tranches |
| Vested in 2024 | 350,475 shares; realized value $4,601,672 |
| Stock ownership guidelines | New NEO guideline: 5x base salary; compliance measurement annually; includes vested/unvested equity; deadline 12/31/2027 |
| Pledging/hedging | Prohibited for covered persons (includes NEOs); derivatives/pledging/hedging barred |
| Clawback | Executive officer clawback for erroneously awarded incentive compensation upon restatement; reasonably prompt recovery required |
Employment Terms
- Agreement: Third Amended & Restated Annual Incentive Agreement effective 1/1/2024; 5‑year term to 12/31/2028; includes GAAP Equity Adjustment (+10% to certain cash and equity elements per +25% increases in GAAP equity capitalization) .
- Severance/termination: If terminated without cause/for good reason, target annual bonus for year of termination, salary balance through term, full vest of time-based equity, pro‑rata vesting for performance RSUs based on actual TSR; future time-based grants accelerated for remaining full years .
- Change in control (stock awards): NEO restricted stock fully vests on change of control under award agreements (market value references provided) .
- Non-compete/non-solicit: 2016 acquisition agreements provide mutual non‑competition covenants among ABR, ACM, and Mr. Kaufman over Company Target Investments (CMBS, agency, bridge & permanent multifamily, mezzanine/preferred) and reciprocal prohibitions on employee solicitation .
Board Governance
- Roles: Combined Chairman & CEO structure since 2003; Board views this as appropriate given Kaufman’s decades of real estate finance experience .
- Lead Independent Director: William C. Green; chairs executive sessions; agenda coordination; information flow; retains advisors as needed .
- Independence: 8 of 10 directors independent (Kaufman not independent); independence reviewed with related-party considerations documented .
- Committees: Audit, Compensation, Corporate Governance committees comprised solely of independent directors; Kaufman participates on Special Financing Committee as Chairman/CEO with Lead Director and Audit Chair .
- Attendance: Board met 11 times in 2024; no director below 75% attendance; non‑management directors meet in regular executive sessions .
Compensation & Say-on-Pay Outcomes
| Year | Say-on-Pay For | Against | Abstain | Broker Non-Votes | Approval % of Votes Cast |
|---|---|---|---|---|---|
| 2025 | 62,852,531 | 18,411,463 | 1,553,330 | 61,124,361 | ~75.9% (computed) |
| 2024 | 48,814,302 | 22,307,963 | 1,729,012 | 67,015,791 | ~67.0% (computed) |
Compensation program features and governance:
- Consultant independence: FPL Associates engaged for director comp (2024); no conflicts; prior frameworks applied .
- Pay versus performance disclosure shows CAP aligned with TSR; CEO CAP $11.97M in 2024 vs ABR TSR of 164 and peer TSR 80 since 2019 base .
Related Party Transactions & Red Flags
- SFR build‑to‑rent loans and equity relationships with entities involving immediate family members and certain officers spanning 2020–2024 (loan amounts $32.5M–$67.1M; rates SOFR+4–5.5%; preferred equity at 12%; various maturities/extensions) .
- Aircraft time‑sharing agreement with entity controlled by CEO; reimbursements per FAA rules .
- AMAC III fund: ABR invested $30M; ongoing restructurings/modifications and extensions with properties where ABR has related loans .
- Lexford portfolio: historical guarantees and restructurings; limited guarantees; outstanding debt maturities through 2029 .
Governance mitigants:
- Formal Related Person Transactions Policy requiring independent director review and approval/ratification .
- Committee-only independent oversight; documented independence reviews .
Performance & Track Record (quantitative)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | 127.0M* | 148.1M* | 133.4M ] |
| Net Income ($USD) | 325.8M | 371.4M | 264.6M |
| TSR (Value of $100 since 12/31/2019) | 153 | 158 | 164 |
Values retrieved from S&P Global for asterisked cells.
Compensation Structure Analysis
- Mix shift: 2024 Agreement provides both time‑based ($2.2M) and performance RSU ($8.8M) grants annually versus prior election between one or the other; measurement period shortened to 4 years (from 5), preserving TSR performance orientation .
- At‑risk pay: 2024 performance cash bonus paid slightly above target, plus extraordinary capital growth component, indicating achievement on core financial metrics (DE/share, capital growth, efficiency, risk) .
- Ownership alignment: New 5x salary stock ownership guidelines, clawback, and anti‑hedging/pledging reinforce alignment and downside risk-sharing .
- GAAP Equity Adjustment: Automatic scaling of cash/equity elements with GAAP equity capitalization growth could amplify pay in accretive equity scenarios; board oversight required .
Equity Ownership & Pledging Status
- Significant beneficial voting power via special voting preferred and common; special voting shares are paired with OP units redeemable one‑for‑one into common, indicating long-term economic alignment .
- Pledging/hedging prohibited; insider trading policy restricts derivatives, margin pledges, and hedges for covered persons .
Investment Implications
- Positive: Strong at‑risk structure with performance cash tied to distributable EPS, capital growth, efficiency, risk; sizeable TSR-contingent RSU program; stock ownership guidelines and clawback enhance alignment and reduce moral hazard .
- Watch items: Related party transactions in SFR/build‑to‑rent and aircraft arrangements require continued independent review; GAAP Equity Adjustment embeds upward pay leverage as equity base grows; combined Chair/CEO structure mitigated by Lead Director and independent committees .
- Sentiment signal: Say‑on‑pay approval improved from ~67% (2024) to ~76% (2025), suggesting rising shareholder acceptance of pay design post‑agreement changes and TSR performance .