William Green
About William C. Green
William C. Green (age 64) is ABR’s Lead Independent Director and has served on the Board since February 2012; he was appointed Lead Director in March 2013. He is principal of Ginkgo Residential and Co-CEO of Ginkgo REIT, Inc. (a non-traded REIT), with prior senior roles at Starwood Capital, Wachovia Securities, and Banc of America Securities focused on commercial real estate capital markets and asset management. He also serves as a director of Ginkgo REIT, Inc. and Royal Oak Realty Trust. The Board has determined he is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Starwood Capital | Senior roles focused on commercial real estate capital markets and asset management | — | Real estate finance and asset management expertise applicable to ABR |
| Wachovia Securities | Senior roles focused on commercial real estate capital markets and asset management | — | Capital markets experience |
| Banc of America Securities | Senior roles focused on commercial real estate capital markets and asset management | — | CRE capital markets experience |
External Roles
| Organization | Role | Status/Notes | Committees/Impact |
|---|---|---|---|
| Ginkgo Residential | Principal | Current | Multifamily acquisitions, construction mgmt, accounting, asset mgmt |
| Ginkgo REIT, Inc. | Co-CEO | Non-traded REIT; current | Executive leadership in REIT operations |
| Ginkgo REIT, Inc. | Director | Current | Board oversight |
| Royal Oak Realty Trust | Director | Current | Board oversight |
Board Governance
- Lead Director responsibilities include: liaison between Chair and independent directors, presiding over and setting agendas for executive sessions, coordinating board agendas/information flow, and retaining outside advisors for the Board as needed. This role centralizes independent oversight and information flow.
| Governance Item | Details |
|---|---|
| Board class, age, term | Class III; age 64; term expires at 2027 annual meeting |
| Independence | Determined independent by the Board under NYSE standards |
| Related-party review | 2017 Ginkgo entity (33% managed by Green) acquired a multifamily asset assuming a Fannie Mae loan serviced by ABR; ABR received a 1% assumption fee per pre-existing loan documents; a 2018 Fannie Mae supplemental loan on same asset also serviced by ABR; the Fannie Mae loan was fully paid off in July 2023. Board concluded no impact on Green’s independence. |
| Lead Director (since) | March 2013 |
| Audit Committee (2024) | Member; committee met 4 times and acted by unanimous written consent once in 2024 |
| Compensation Committee (2024) | Chair; committee met 2 times and acted by unanimous written consent 3 times in 2024 |
| Corporate Governance Committee | Not a member (members: Wilkens, Effron, Bacon, Schwartz, Tsunis) |
| Special Financing Committee (2024) | Member as Lead Director; the committee (CEO/Chair, Lead Director, Audit Chair) acted by unanimous written consent 16 times in 2024 |
| Board attendance | “No incumbent director attended fewer than 75% of all meetings” of the Board and their committees in 2024 |
| Executive sessions | Non-management (independent) directors meet regularly in executive session; Lead Director chairs |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash (Mr. Green) | $175,000 |
| Director cash/equity plan (structure) | Non-management directors paid $217,500 total value per year: $100,000 cash + ~ $117,500 stock; Lead Director receives +$50,000 cash; Audit Chair +$25,000; Corporate Governance Chair +$20,000; Compensation Chair +$15,000; each non-chair committee member +$10,000 cash; education reimbursement up to $2,500 |
Notes:
- Mr. Green’s cash total of $175,000 in 2024 aligns with the plan structure given his roles (Base $100,000 + Lead Director $50,000 + Compensation Chair $15,000 + committee member fee for Audit $10,000).
- No meeting fees; out-of-pocket expenses reimbursed.
Performance Compensation
| Equity Grants | Detail |
|---|---|
| 2024 Stock Awards (Mr. Green) | $116,301 fair value; 9,172 shares; issued without vesting restrictions on grant date (fully vested) |
| Total 2024 Director Compensation (Mr. Green) | $291,301 (Cash $175,000; Stock $116,301) |
| 2025 Grants (awarded Mar 14, 2025) | 9,545 fully vested RSUs; directors (including Mr. Green) elected to defer receipt into future common shares under Director Deferred Comp Plan |
| Director Deferred Comp Plan | Directors may defer cash and/or equity; equity deferrals can receive dividend equivalents in cash or as deferred equity |
Performance metrics for director equity:
- Non-employee director equity grants are not tied to performance metrics; 2024 awards were issued without vesting restrictions (i.e., fully vested at grant).
Other Directorships & Interlocks
| Company/Institution | Role | Public/Private | Notes |
|---|---|---|---|
| Ginkgo REIT, Inc. | Director | Non-traded REIT (private) | Current |
| Royal Oak Realty Trust | Director | Not specified as public; likely private | Current |
- Compensation Committee Interlocks: None disclosed. No committee member served as an officer/employee of ABR; no ABR executive officer sat on a board or compensation committee of a company where an ABR compensation committee member serves as an executive officer.
Expertise & Qualifications
- Deep CRE capital markets and asset management experience from senior roles at Starwood Capital, Wachovia Securities, and Banc of America Securities; principal/operator experience via Ginkgo Residential and leadership in a REIT via Ginkgo REIT. This background underpins his roles as Lead Director and Chair of Compensation Committee.
- As Lead Director, he oversees independent director executive sessions, coordinates board agendas/information, and may retain outside advisors for the Board—enhancing independent oversight in ABR’s combined CEO/Chair structure.
Equity Ownership
| Ownership Item | Amount/Status |
|---|---|
| Beneficial ownership (common) | 178,797 shares; less than 1% of voting stock |
| Deferred RSUs (excluded from beneficial ownership) | 42,023 RSUs deferred beyond 60 days under Director Deferred Comp Plan |
| Director stock ownership guideline | Minimum = 5× prior-year total cash compensation; 5-year compliance window for new directors; if below minimum, 1 year to regain compliance |
| Electing cash in lieu of equity | Directors at or above 5× cash ownership may elect to receive equity portion as cash the following March |
| Hedging/pledging policy | Company’s insider trading policy prohibits covered persons from trading derivatives, pledging, or hedging ABR securities; policy text specifically references covered employees/NEOs (director-specific application not stated) |
Related-Party and Conflict Review
- Ginkgo transaction: In 2017, an entity co-managed by Mr. Green (33% managing member) acquired a multifamily asset assuming a Fannie Mae loan serviced by ABR; ABR received a 1% loan assumption fee per pre-existing loan agreements (originated 2015). The Ginkgo entity took a 2018 Fannie Mae supplemental loan also serviced by ABR; the Fannie Mae loan was fully repaid in July 2023. After review, the Board concluded this had no impact on Mr. Green’s independence.
Director Compensation Mix and Structure (Context)
- 2024 program unchanged following review by independent consultant (FPL Associates). Mix emphasizes a fixed retainer plus fully vested equity; additional cash fees compensate incremental leadership/committee responsibilities (Lead Director, Committee Chairs, committee membership).
Attendance and Engagement
- Board met 11 times and acted by unanimous written consent 7 times in 2024; no incumbent director attended fewer than 75% of their Board and committee meetings. Non-management directors meet regularly in executive session chaired by the Lead Director.
Governance Assessment
-
Strengths
- Lead Independent Director since 2013 with clearly defined responsibilities that strengthen independent oversight, information flow, and board process quality.
- Chairs Compensation Committee and serves on Audit Committee, aligning his CRE finance expertise with pay oversight and financial reporting risk oversight.
- Board determined independent under NYSE standards; documented related-party review found no impact on independence; related loan repaid in 2023.
- Director compensation plan includes meaningful equity and rigorous 5× cash ownership guideline to promote alignment; availability of deferral encourages long-term exposure.
-
Potential Flags and Watch Items
- Historical related-party adjacency via Ginkgo-sponsored investment (though reviewed and cleared) warrants continued monitoring for new transactions.
- Special Financing Committee consists of CEO/Chair, Lead Director, and Audit Chair; while it expedites financing approvals, concentrated membership should be monitored for balanced deliberation given it acted 16 times by unanimous written consent in 2024.
- Attendance details are reported in aggregate; individual attendance figures are not disclosed beyond the ≥75% threshold.
Fixed Compensation (Detail Table)
| 2024 Director Compensation (Mr. Green) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $175,000 |
| Stock Awards (fair value) | $116,301 |
| Total | $291,301 |
Performance Compensation (Detail Table)
| Grant Year | Instrument | Shares/Units | Grant Date Nature | Fair Value |
|---|---|---|---|---|
| 2024 | Common Stock/RSUs | 9,172 | Issued without vesting restrictions (fully vested) | $116,301 |
| 2025 (Mar 14) | Fully vested RSUs (deferred) | 9,545 | Directors (incl. Mr. Green) elected deferral under Director Deferred Comp Plan | — |
Other Directorships & Interlocks (Detail Table)
| Company | Role | Notes |
|---|---|---|
| Ginkgo REIT, Inc. | Director | Non-traded REIT; current |
| Royal Oak Realty Trust | Director | Current |
| Interlocks | None | No compensation committee interlocks disclosed |
Equity Ownership (Detail Table)
| Item | Amount |
|---|---|
| Beneficial Ownership (Common) | 178,797 shares; <1% |
| Deferred RSUs (excluded from beneficial ownership count) | 42,023 RSUs |
| Ownership Guidelines (Directors) | Minimum 5× prior-year cash; compliance timelines as disclosed |
| Hedging/Pledging | Prohibited for covered persons under insider trading policy (NEO-focused disclosure) |