Melvin Lazar
About Melvin F. Lazar
Independent director of Arbor Realty Trust (ABR); age 86; Audit Committee Chair and SEC-designated “financial expert.” He first joined the Board in November 2003, served until May 2011, and was re-appointed in December 2011; he has deep accounting, valuation, and M&A experience as founder and longtime managing partner (1969–2002) of Lazar Levine & Felix LLP (now Baker Tilly), remaining with the firm until retirement in 2014 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lazar Levine & Felix LLP (now Baker Tilly) | Founder; Managing Partner | 1969–2002 (employee through 2014) | Led audit/tax practice; specialization in business valuations and M&A |
| Enzo Biochem, Inc. (public) | Former Director; Audit Committee Chair | Not disclosed | Chaired Audit Committee (public company experience) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Active Media Services, Inc. (private) | Director | Not disclosed | Privately-held corporate trading company |
Board Governance
- Independence: The Board determined Mr. Lazar is independent under NYSE standards .
- Committees (2024–2025):
- Audit Committee: Chair; SEC “financial expert”; committee members are all independent .
- Compensation Committee: Member .
- Corporate Governance Committee: Not a member (2024–2025 rosters exclude him) .
- Special Financing Committee: By charter, includes the Chairman/CEO/President, the Lead Director, and the Audit Committee Chair—thus Mr. Lazar serves by virtue of being Audit Committee Chair .
- Attendance: Board met 11 times in 2024; no incumbent director attended fewer than 75% of Board and applicable committee meetings (similar disclosure for 2023) .
- Risk oversight: As Audit Chair, he leads oversight of financial reporting, internal control, auditor independence/performance, and cybersecurity reporting cadence (biannual IRT updates to Audit); the committee met four times in 2024 .
- Executive sessions: Non-management independent directors meet regularly in executive session; Lead Director chairs .
Fixed Compensation
| Year | Cash Fees ($) | Equity ($) | Total ($) | Program Structure |
|---|---|---|---|---|
| 2023 | 132,500 | 117,594 | 250,094 | Non‑management directors: $217,500 (cash $100,000 + stock ~117,500); additional fees: Lead Dir $50k; Audit Chair $25k; Gov Chair $20k; Comp Chair $15k; committee members $10k; expenses reimbursed; up to $2,500 education reimbursement . |
| 2024 | 135,000 | 116,301 | 251,301 | Same structure maintained in 2024 after review with FPL Associates; mandatory director equity ownership guideline (5x prior-year cash comp) . |
Notes:
- Equity form: ABR generally grants fully vested stock (or directors may elect fully vested RSUs via the Director Deferred Compensation Plan). Mr. Lazar elected fully vested RSUs in lieu of common stock and defers conversion under a pre‑established election .
- Director Equity Ownership Guidelines: Minimum = 5× prior-year total cash compensation; new directors have five years to comply; if below threshold, one year to regain compliance. If a director’s equity value ≥5× cash, they may elect cash in lieu of stock for the next grant .
Performance Compensation
- Not applicable for directors: ABR’s director program is fixed-fee cash plus fully vested equity; no performance metrics or targets are used for non‑employee director compensation .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Notes |
|---|---|---|---|
| Enzo Biochem, Inc. | Public | Former Audit Committee Chair | Public company audit leadership experience; no current disclosed interlocks relevant to ABR competitors/suppliers/customers . |
| Active Media Services, Inc. | Private | Director | No disclosed ABR-related transactions . |
Expertise & Qualifications
- SEC “Audit Committee financial expert” designation; extensive accounting/valuation/M&A experience as founder and longtime managing partner of a CPA firm (now Baker Tilly) .
- Governance and risk oversight: Chairs Audit Committee; proven oversight of auditor independence, internal controls, and cybersecurity reporting .
Equity Ownership
| As-of Date | Common Shares Beneficially Owned | % of Common | Deferred RSUs (excluded from above) | Source |
|---|---|---|---|---|
| Apr 1, 2024 record (proxy) | 234,714 | <1% | 20,739 RSUs deferred | 2024 DEF 14A |
| Apr 1, 2025 record (proxy) | 234,714 | <1% | 33,049 RSUs deferred | 2025 DEF 14A |
Policies impacting alignment and risk:
- Insider trading policy applies to directors; prohibits trading in derivative securities, pledging of ABR securities, and hedging .
- Director ownership guideline: 5× prior-year cash compensation; deferral program available (dividend equivalents may be paid in cash or converted to additional deferred equity) .
Insider Trades and Award Activity (Recent)
| Date | Type | Shares | Price | Post-Trade Direct Holdings | Source |
|---|---|---|---|---|---|
| Nov 17, 2025 | Open-market purchase | 5,000 | $8.28 | 239,714 | (https://www.sec.gov/Archives/edgar/data/0001253986/000110465925113654/xslF345X05/tm2531524-1_4seq1.xml) (https://www.stocktitan.net/sec-filings/ABR/form-4-arbor-realty-trust-inc-insider-trading-activity-ab4323d2c9cc.html) |
| Aug 29, 2025 | RSU dividend equivalents (fully vested) | 856 | N/A | N/A | (https://www.stocktitan.net/sec-filings/ABR/form-4-arbor-realty-trust-inc-insider-trading-activity-c26b6b447b24.html) |
| Jun 3, 2025 | Director RSU grant/adjustment | 1,035 | N/A | 34,084 | (https://www.secform4.com/filings/1253986/0001104659-25-055979.htm) |
| Mar 25, 2025 | Director RSU grant/adjustment | 796 | N/A | 33,049 | (https://www.secform4.com/filings/1253986/0001104659-25-027769.htm) |
| Mar 18, 2025 | Director RSU grant (annual) | 9,545 | N/A | 32,253 | (https://www.secform4.com/filings/1253986/0001104659-25-025022.htm) |
| Nov 27, 2024 | RSU dividend equivalents (fully vested) | 641 | N/A | N/A | (http://pdf.secdatabase.com/1393/0001104659-24-124601.pdf) |
Governance Assessment
-
Strengths
- Audit Chair and SEC “financial expert” with multi-decade public company audit oversight experience; clear fit for ABR’s credit, valuation, internal control, and cybersecurity oversight needs .
- Verified independent; no Lazar-specific related party transactions disclosed by the Board; independence re-affirmed after annual review .
- Ownership alignment: meaningful stock ownership; additional deferred RSUs; insider open-market purchase in Nov-2025 signals confidence at depressed prices (https://www.sec.gov/Archives/edgar/data/0001253986/000110465925113654/xslF345X05/tm2531524-1_4seq1.xml).
- Board-level policies mitigate misalignment risk: no derivatives, hedging, or pledging; mandatory director stock ownership at 5× cash fees .
-
Watch items
- Board refreshment/succession planning: at age 86, continuity and knowledge transfer risk should be monitored (the Corporate Governance Committee runs annual evaluations and nominations) .
- Special Financing Committee role: as Audit Chair, he also sits on the SFC by charter; this concentrates oversight responsibilities—appropriate given independence, but merits continued attention to workload and independence safeguards .
-
RED FLAGS
- None disclosed specific to Mr. Lazar regarding related-party transactions, attendance shortfalls, hedging/pledging, or say‑on‑pay controversies (Board reports no <75% attendance by any incumbent; prohibitions on hedging/pledging are in policy; no Lazar-related RPTs called out) .
Net: Mr. Lazar is a high-credibility Audit Chair with strong alignment and independence, complemented by ongoing insider share accumulation. The primary governance consideration is deliberate succession planning and sustained committee bandwidth given his critical roles (https://www.sec.gov/Archives/edgar/data/0001253986/000110465925113654/xslF345X05/tm2531524-1_4seq1.xml).