John Caulfield
About John Caulfield
John Caulfield, 60, serves as Chief Operating Officer — Agency Lending at Arbor Realty Trust. He has held this role since 1995, overseeing national sales production, integrated sales/marketing execution, and all capital markets activities for Arbor’s agency lending products; he sits on the DUS Loan Committee and Executive Committee and has more than 35 years of experience with Arbor and its predecessors . Arbor’s proxy disclosures frame executive pay against company-level metrics such as TSR (vs. FTSE Nareit Mortgage REITs), net income, and distributable earnings as the company-selected measure for 2023/2024 under Pay vs. Performance rules; these are reported at the company (not individual) level .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Arbor Realty Trust (and predecessor companies) | Chief Operating Officer — Agency Lending | 1995–Present | Manages national sales force; oversees integrated sales/marketing; leads capital markets for agency products; member of DUS Loan Committee and Executive Committee |
External Roles
- No external public-company roles or committee positions for John Caulfield are disclosed in the latest ABR proxy statements; executive officer biography lists only internal responsibilities and committees .
Fixed Compensation
Multi-year cash compensation (Summary Compensation Table):
| Metric (USD) | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base Salary | $500,000 | $500,000 | $500,000 |
| Cash Bonus (Actual) | $900,000 | $900,000 | $900,000 |
| Stock Awards (Grant-date fair value) | $497,153 | $500,425 | $593,906 |
| All Other Compensation | $5,880 | $6,150 | $6,600 |
| Total | $1,903,033 | $1,906,575 | $2,000,506 |
Notes:
- For 2024, Caulfield was not listed as a Named Executive Officer (NEO); ABR disclosed 2024 NEO salaries were unchanged from 2023 (ex-CEO), but this applied to the 2024 NEO cohort (not including Caulfield) .
Performance Compensation
Annual Cash Incentive (structure and payouts)
| Year | Metric design | Target | Actual payout | Vesting |
|---|---|---|---|---|
| 2022 | Discretionary, based on role contribution; no specific pre-set goals for NEOs other than CEO | N/A | $900,000 | Cash (N/A) |
| 2023 | Discretionary, based on role contribution (managed agency origination production); no specific pre-set goals for NEOs other than CEO | N/A | $900,000 | Cash (N/A) |
- ABR states for NEOs other than the CEO, the Compensation Committee did not establish specific performance-based goals for 2022/2023 annual incentives; awards are based on contributions and responsibilities .
Equity Grants (RSUs/Restricted Stock)
| Grant Date | Instrument | Shares/Units | Grant-date fair value |
|---|---|---|---|
| 03/15/2023 | Restricted common shares (re 2022 performance) | 43,402 | $500,425 |
Vesting activity and overhang:
- Unvested as of 12/31/2023: 38,412 shares; market value $583,094 at $15.18 close on 12/29/2023 .
- Scheduled vesting: 23,944 vested in March 2024; 14,468 vest in March 2025 .
- Vested during 2023: 29,219 shares; value realized $370,149 .
Options:
- ABR historically favors restricted stock; to date, no stock options have been granted (company-wide policy statement) .
Equity Ownership & Alignment
Beneficial Ownership (voting securities)
| As of | Common shares | Special Voting Preferred shares | Total voting shares | % of voting shares |
|---|---|---|---|---|
| 04/18/2024 proxy (record date therein) | 218,931 | 15,010 | 233,941 | <1% (asterisked in filing) |
| 04/17/2025 proxy (record date therein) | 220,427 | 15,010 | 235,437 | <1% (asterisked in filing) |
Notes and policies:
- Stock ownership guidelines adopted March 6, 2025: NEOs must hold shares equal to 5x base salary; other covered officers (EVP and higher or Section 16 officers) 2x base salary; compliance required by December 31, 2027; includes vested and unvested equity in measuring ownership .
- Anti-hedging and anti-pledging: Covered persons (including NEOs) may not trade derivatives on ABR stock, hedge positions, or pledge ABR shares as loan collateral or hold in margin accounts .
- Deferred compensation: Caulfield had no executive or registrant contributions reported in the 2023 Non-Qualified Deferred Compensation table .
Employment Terms
- Employment status: At-will; other than CEO agreements, ABR maintains no employment, severance, or change-in-control cash arrangements for NEOs; this applies to Caulfield when he was an NEO and to executive officers generally .
- Change-of-control equity acceleration: Restricted stock award agreements provide full vesting upon a change of control; if such event had occurred on 12/31/2023, Caulfield’s unvested restricted stock value that would have vested was $583,094 (based on $15.18 closing price on 12/29/2023) .
- Clawback policy: Executive officer clawback (NYSE-compliant) allows recovery of incentive compensation upon an accounting restatement for covered officers (includes Section 16 officers) .
- Insider trading policy: Prohibits derivatives trading, pledging, and hedging by covered employees (including NEOs) .
- Perquisites/benefits: ABR provides $250,000 life insurance and LTD coverage (max annual benefit $120,000) to NEOs; for 2023, ABR disclosed Caulfield (among others) was provided an additional $250,000 of life insurance coverage in connection with the Employee Deferred Compensation Plan, though he made no deferrals in 2023 .
Related Party Transactions (governance risk)
- Outstanding interest-free executive loan: Arbor Management, LLC (managing member of ACM) had an outstanding loan to Caulfield with largest balance and year-end balance of $434,500 during the two-year period ended 12/31/2024; no principal payments in 2023 or 2024; no interest charged. ABR states its current policies do not allow lending to directors or executive officers (legacy loan remains outstanding) . Prior proxies reported the same loan at $434,500 at 12/31/2023 with no 2023 payments and $509,500 largest balance for the two-year period ended 12/31/2023; and $434,500 at 12/31/2022 with a $75,000 principal payment in 2022 and no interest charged .
Investment Implications
- Alignment and incentives: Caulfield’s pay mix emphasizes cash plus time-based restricted stock; for non-CEO NEOs, ABR did not set specific performance goals for annual incentives in 2022/2023, indicating a discretionary framework tied to role contribution rather than formulaic financial targets . New 2025 stock ownership guidelines (5x salary for NEOs; 2x for other covered officers) should strengthen long-term alignment by December 31, 2027 .
- Insider selling pressure and vesting calendar: Vesting was heavily front-loaded around March; Caulfield had 23,944 shares vest in March 2024 and 14,468 scheduled to vest in March 2025, creating identifiable liquidity windows; anti-hedging/pledging policy reduces leverage-driven selling risk .
- Retention risk and termination economics: As an at-will executive without a severance agreement (cash), retention hinges on ongoing discretionary incentive awards rather than contractual protection; however, equity accelerates on change of control, with $583,094 of unvested value as of 12/31/2023 for Caulfield, linking upside to corporate events rather than tenure guarantees .
- Governance red flag: The interest-free related-party loan outstanding to Caulfield is atypical and persists despite ABR’s stated policy not to lend to executives; this may attract governance scrutiny regarding conflict management and board oversight .