Kenneth Bacon
About Kenneth J. Bacon
Kenneth J. Bacon, age 70, has served as an independent director of Arbor Realty Trust (ABR) since April 2020 and is currently a Class III director with a term expiring at the 2027 annual meeting . He is co-founder and Managing Partner of RailField Partners (multifamily-focused advisory and asset management), and previously spent 19 years at Fannie Mae as EVP of the Multifamily Mortgage Business, building its portfolio from $56B to over $195B and directing affordable housing investments; he is deemed financially literate and serves on ABR’s Audit Committee and Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RailField Partners | Co-founder & Managing Partner | Started 2013 | Multifamily advisory and asset management focus |
| Fannie Mae | EVP, Multifamily Mortgage Business | 19 years | Grew portfolio $56B→$195B; oversaw >$6B equity/mezz; led American Communities Fund |
| Resolution Trust Corporation | Director, Office of Securitization | Not disclosed | Led securitization function |
| Morgan Stanley | Officer positions | Not disclosed | Capital markets experience |
| Kidder Peabody | Officer positions | Not disclosed | Investment banking experience |
External Roles
| Organization | Type | Role | Committee/Function |
|---|---|---|---|
| Welltower, Inc. | Public company | Chairman of the Board | Board leadership |
| Comcast Corporation | Public company | Director | Nominating & Governance Chair |
| Ally Financial, Inc. | Public company | Director | Risk Committee Chair |
| Dominium | Private company | Director | Affordable housing developer/operator |
| Martha’s Table | Non-profit | Board Chair | Community nonprofit leadership |
| Urban Institute | Non-profit | Board Member | Policy research governance |
| Georgetown Univ. McDonough (Steers Center) | Academic | Adjunct Professor | Global real estate teaching |
| The Real Estate Roundtable | Industry group | Member | Policy engagement |
| Real Estate Executive Council | Industry group | Board | Industry leadership |
| National Multifamily Housing Council | Industry group | Member | Multifamily advocacy |
Board Governance
| Committee | Role | Chair | 2024 Activity | Scope |
|---|---|---|---|---|
| Audit Committee | Member | Melvin F. Lazar | 4 meetings; 1 unanimous consent | Financial statements, auditor independence/performance, internal audit, cybersecurity, legal/regulatory compliance |
| Corporate Governance Committee | Member | Elliot Schwartz | 3 meetings; 1 unanimous consent | Director nominations, board operations, committee slates, ESG oversight |
- Independence: Board determined Bacon is independent under NYSE standards (one of eight independent directors) .
- Engagement: Board met 11 times and acted by unanimous written consent 7 times in 2024; no incumbent director attended fewer than 75% of Board/committee meetings .
- Executive sessions: Independent directors meet regularly without management, chaired by the Lead Director .
- Lead Independent Director: Role held by William C. Green, liaising between chair/board, presiding over executive sessions, and managing agendas/information flow .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Shares Granted (#) | Total ($) |
|---|---|---|---|---|
| 2024 | 120,000 | 116,301 | 9,172 (fully vested common shares) | 236,301 |
| 2025 (grant detail) | — | — | 9,545 (fully vested RSUs, elected deferral) | — |
- Director program (2024): Non-management directors receive $217,500 total value (cash $100,000 + stock ≈$117,500); committee chairs receive additional cash (Audit $25,000; Governance $20,000; Compensation $15,000); committee members receive $10,000; Lead Director +$50,000; continuing education reimbursement up to $2,500 .
- Equity grant mechanics: Common stock awards for directors are fully vested at grant; directors may elect cash in lieu of equity if ownership threshold met; Directors can defer equity into RSUs under the Director Deferred Comp Plan .
Performance Compensation
- ABR discloses no performance-based compensation for directors; director pay is structured via fixed cash retainers, equity grants, and committee fees without performance metrics tied to director awards .
- Performance-based metrics apply to named executive officers (NEOs), not directors (e.g., distributable EPS, TSR goals for CEO awards) .
Other Directorships & Interlocks
| Company | Sector | Board/Committee Role | Potential Relevance |
|---|---|---|---|
| Welltower, Inc. | Healthcare REIT | Chairman | Real estate governance expertise |
| Comcast Corporation | Media/Telecom | Nominating & Governance Chair | Governance oversight practices |
| Ally Financial, Inc. | Banking/Financials | Risk Committee Chair | Risk management oversight |
- No ABR disclosure of related-party transactions involving Bacon; independence affirmed after Board review of relationships for all directors, with specific independence reviews noted for other directors (Effron, Wilkens, Tsunis, Green) .
Expertise & Qualifications
- Multifamily finance and securitization: Led Fannie Mae’s multifamily business; portfolio growth and capital deployment track record .
- Governance and risk: Committee chair roles at large public companies (Nominating & Governance; Risk) .
- Financial literacy: Audit Committee member; Board determined all Audit Committee members are financially literate .
- Academic/public policy engagement: Adjunct professor (Georgetown), Urban Institute board, non-profit leadership .
Equity Ownership
| Class | Amount | % of Class | Notes |
|---|---|---|---|
| Common Stock | 48,929 | * (<1%) | Beneficially owned common shares |
| Deferred RSUs | 9,545 | — | RSUs fully vested (2025 grant); elected deferral beyond 60 days |
- Stock ownership guidelines: Directors must hold equity equal to five times prior-year total cash compensation; new directors have five years to comply; one-year cure if below threshold .
- Hedging/pledging: Insider trading policy prohibits directors/officers from pledging, hedging, or trading derivatives on ABR stock .
- Section 16 compliance: ABR reports all required Forms 3/4/5 were filed timely for 2024 .
Governance Assessment
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Strengths
- Independent director with deep multifamily and securitization experience; serves on ABR Audit and Corporate Governance Committees, supporting oversight of financial reporting, cybersecurity, and ESG .
- Demonstrated governance leadership at large-cap boards (Welltower chair; Comcast governance chair; Ally risk chair), signaling strong risk and governance orientation .
- Alignment mechanisms: Meaningful director equity grants; strict stock ownership guidelines (5x cash) and prohibition on pledging/hedging; ability to defer equity reinforces long-term focus .
- Attendance: Board/committee attendance standards met across the Board in 2024 (≥75% for all incumbent directors) .
- Compliance: No delinquent Section 16 filings reported .
-
Potential Risks/Red Flags
- Multiple public-company commitments (Welltower, Comcast, Ally) imply significant time demands; ABR discloses independence but not director-specific attendance beyond aggregate thresholds .
- ABR’s related-party transactions primarily involve CEO/ACM and affiliates; Bacon is not named, but ongoing monitoring is warranted given ABR’s complex affiliate dealings .
- Annual meeting attendance is encouraged but not required; only four directors attended in 2024 (virtually), with no director-by-director disclosure—limiting visibility on individual engagement at shareholder meetings .
-
Net Assessment
- Overall governance signals are positive: independence affirmed, committee roles align with expertise, and ownership/insider policies support investor alignment; no Bacon-specific conflicts or related-party exposures disclosed –.
RED FLAGS: None disclosed specific to Kenneth J. Bacon (no related-party transactions, no pledging/hedging, timely filings). Continued monitoring of workload across external boards and ABR’s affiliate transactions is advisable –.