Joseph Martello
About Joseph Martello
Joseph Martello (age 69) has served on Arbor Realty Trust’s Board since June 2003. He is Chief Operating Officer of Arbor Management, LLC (managing member of Arbor Commercial Mortgage, LLC) since 1999, and previously served as CFO of ACM (1995–1999) and CFO of Arbor National Holdings, Inc. (1990–1995); earlier, he was a senior manager at Ernst & Young for 11 years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arbor Management, LLC (managing member of ACM) | Chief Operating Officer | 1999–present | Oversees investment portfolio and day-to-day operations |
| Arbor Commercial Mortgage, LLC | Chief Financial Officer | 1995–1999 | Finance leadership for ACM group |
| Arbor National Holdings, Inc. | Chief Financial Officer | 1990–1995 | Predecessor to ACM |
| Ernst & Young | Senior Manager | ~11 years (pre-1990) | Audit/consulting experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The KFT 2018 NY Trust; The KFT DT LLC | Co-trustee; Manager | Current | Estate vehicles benefiting CEO’s immediate family; holds ABR voting securities; Martello disclaims beneficial ownership |
| Arbor Commercial Mortgage, LLC (affiliate) | COO via Arbor Management LLC | Ongoing | ACM holds OP units/special voting stock and ABR common shares; voting power context noted |
Board Governance
- Independence: Not independent under NYSE standards; independent directors are Wilkens, Effron, Green, Lazar, Farrell, Schwartz, Bacon, and Tsunis (Martello not listed) .
- Committees: Not a member of the Audit, Compensation, Corporate Governance, or Special Financing Committees (membership listed excludes Martello) .
- Attendance: Board met 11 times in 2024; no incumbent director attended fewer than 75% of Board and committee meetings .
- Executive sessions: Non-management directors (the independent directors) meet in executive session; Martello is not part of this independent group .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual director’s fee (cash) | $217,500 | Martello elected cash; program permits cash in lieu of equity under certain ownership conditions |
| Annual equity grant (fully vested stock/RSUs) | $0 | Martello elected cash in lieu of stock for 2024 |
| Committee membership fees | — | Not disclosed for Martello; he is not on committees |
| Meeting fees | — | Not disclosed |
Director compensation plan: Non-management directors generally receive $217,500 total value ($100,000 cash + ~$117,500 equity); chair and committee fees as specified. Directors may elect cash in lieu of equity if their equity ownership is ≥5x prior-year cash compensation; minimum equity ownership guideline is 5x cash, with five years to achieve .
Performance Compensation
| Item | Detail |
|---|---|
| Performance-based metrics tied to director pay | None disclosed; director compensation is retainer-based with equity or cash election |
Other Directorships & Interlocks
| Company | Role | Committees |
|---|---|---|
| — | — | — |
| No other public company directorships disclosed for Martello in the proxy . |
Expertise & Qualifications
- Senior executive with >30 years in real estate finance and operations within ACM/Arbor ecosystem; prior Big Four audit/consulting experience (Ernst & Young) .
- Deep knowledge of Arbor’s business and real estate matters, cited by Board as rationale for his directorship .
Equity Ownership
| Security | Amount | % of Class | Notes |
|---|---|---|---|
| Common stock | 225,114 | * | Beneficial ownership table |
| Special voting preferred stock (paired with OP Units) | 3,785,237 | 23.4% | Each special voting pref share paired with one OP Unit; OP Units redeemable one-for-one for common or cash at ABR’s option |
| Total voting stock | 4,010,351 | 1.9% of total voting securities | Based on 192,161,707 common and 16,173,761 special voting preferred outstanding |
| Disclaimed beneficial holdings context | — | — | Certain shares held by KFT 2018 NY Trust and KFT DT LLC where Martello is co-trustee/manager; he disclaims beneficial ownership |
Insider Trades
| Date (Filed) | Transaction | Security | Quantity | Price | Ownership Type | Source |
|---|---|---|---|---|---|---|
| 2018-08-29 (filed 2018-08-31) | Sale to Issuer (D) | Partnership Common Units | -366,393 | — | Indirect (Living Trust) | |
| 2018-08-29 (filed 2018-08-31) | Change (J - Other) | Partnership Common Units | +366,393 | — | Indirect (Living Trust) | |
| 2018-08-29 (filed 2018-08-31) | Sale to Issuer (D) | Special Voting Preferred Stock | -366,393 | — | Indirect (Living Trust) | |
| 2018-08-29 (filed 2018-08-31) | Change (J - Other) | Special Voting Preferred Stock | +366,393 | — | Indirect (Living Trust) | |
| 2024-11-07/08 | Stock gift (Form 4 filed) | Common stock | — | $0.00 | Indirect (trust) |
Note: 2024 Form 4 indicates a stock gift reported for Martello’s living trust; quantity not provided in summary source page .
Governance Assessment
- Independence and committee participation: Martello is a non-independent director and does not serve on Audit, Compensation, or Corporate Governance committees—limiting direct involvement in key oversight functions and executive pay decisions .
- Alignment via ownership: Significant voting stake (4,010,351 total voting shares; 1.9% of voting securities), including a large block of special voting preferred paired with OP Units, suggests strong economic alignment; he elected cash in lieu of equity under a policy available only to directors meeting 5x cash ownership guidelines .
- Potential conflicts/related-party exposure: Long-standing executive role at ACM/Arbor Management (affiliate manager), and fiduciary roles (co-trustee/manager) for CEO family estate vehicles holding ABR voting securities (disclaimed ownership) present potential influence/interlock risks; appropriate oversight relies on independent committees (which exclude Martello) and the Company’s Related Person Transactions Policy .
- Attendance and engagement: Board met 11 times in 2024; all incumbents met the ≥75% attendance threshold—no attendance red flag disclosed for Martello .
- Director pay structure: Martello took the full cash director fee ($217,500) and no equity in 2024; while permitted under ownership guidelines, all-cash elections reduce incremental equity refresh and may modestly weaken ongoing lock-in versus peers receiving equity grants .
RED FLAGS: Non-independence with deep affiliate ties (ACM/Arbor Management), fiduciary roles connected to CEO family trusts holding voting securities, and absence from key oversight committees. Mitigants include fully independent composition of Audit, Compensation, and Corporate Governance committees and formal related-party review policy .