Andrew Fentress
About Andrew Fentress
Andrew Fentress (age 55) serves as Chairman of the Board of ACRES Commercial Realty Corp. (ACR) since July 2020; he is not independent due to his affiliation with ACR’s external manager (ACRES Capital Corp.) . He is a Managing Partner, shareholder, and board member of ACRES Capital Corp., leading capital markets; prior roles include Managing Director at Napier Park Global Capital (2014–2016), founding/Managing Partner at Medley Capital (2006–2014), and Morgan Stanley (from 1995) overseeing global trading operations in TMT sectors . His board tenure covers a period in which ACR separates Chair and CEO roles to enhance oversight and risk management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ACRES Commercial Realty Corp. | Chairman of the Board | Jul 2020–present | Board leadership; separation of Chair/CEO roles supporting governance and risk oversight |
| Napier Park Global Capital | Managing Director, Special Situations | Jan 2014–Sep 2016 | Investment management experience strengthening capital markets insight |
| Medley Capital | Founding & Managing Partner | 2006–Mar 2014 | Built firm to $5B AUM and 60 employees; investment committee; oversaw asset management |
| Morgan Stanley & Co., Inc. | Operations lead for global trading team (TMT) | From 1995 | Operational leadership in global trading across technology, telecom, media sectors |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ACRES Capital Corp. | Managing Partner; shareholder; board member | 2016–present | Parent of ACR’s external Manager; direct affiliation creates non-independence |
Board Governance
- Independence: The Board determined six of nine nominees are independent; Fentress is not independent due to Manager affiliation .
- Board leadership: Chair (Fentress) and CEO roles are separated; Board cites benefits of dual strong voices and independent oversight .
- Committees (2024 composition and meetings):
- Audit: Neff (Chair), Kessler, Edwards; 14 meetings .
- Compensation: Kessler (Chair), Levin, Neff; 3 meetings .
- Nominating & ESG: Levin (Chair), Ickowicz, Williams, Edwards; 3 meetings .
- Investment: Fogel (Chair), Ickowicz, Kessler; 1 meeting; independent directors review investments involving Manager refinancing .
- Executive sessions: Quarterly, chaired on a rotation among independent committee chairs .
- Attendance: Board held six meetings in 2024; each director attended at least 75% of Board and applicable committee meetings .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee independent directors) | $100,000 | Paid quarterly |
| Committee fees | Investment +$30,000; Audit +$10,000; Compensation +$5,000 | Per committee membership |
| Chair fees | Audit Chair +$5,000; Compensation Chair +$5,000 | Additional cash for chair service |
| Andrew Fentress (Director fees) | $0 | Receives no director compensation from ACR; compensated by Manager |
Performance Compensation
| Mechanism | Metric/Target | Grant Details | Vesting | Notes |
|---|---|---|---|---|
| Restricted stock plan (post-ACRES Transaction) | Book value per share targets: $21, $24, $27, $30, $33, $36 | Up to 333,333 shares granted upon each threshold; 10% to independent directors (excludes Fentress/Fogel), remainder to Manager | ||
| 2024 grant (threshold achieved) | Book value $27 (reported) | 4,762 restricted shares per independent director at $13.92 grant-date price (May 7, 2024) | Four-year vesting for performance grants | Fentress did not receive director equity grants |
| Equity grant policy | Performance-based (book value) | Applies to all future grants | Four-year vesting | Aligns directors/Manager with stockholder performance |
Other Directorships & Interlocks
- Public company boards: No other public company directorships disclosed for Fentress; Board policy limits directors to ≤3 public boards absent Board consent . One other director serves on one public company board (Compass, Inc.; Dawanna Williams), not Fentress .
- Interlocks/affiliations:
- Managing Partner/board member of ACRES Capital Corp., the parent of ACR’s Manager; extensive related-party transactions across management fees, reimbursements, servicing, development, equity grants to Manager affiliates .
Expertise & Qualifications
- 30 years in finance/investment management; deep capital markets and real estate finance expertise .
- Firm-building and asset management leadership; investment committee experience; TMT trading operations background (Morgan Stanley) .
- Governance and risk oversight via Chair role within a separated leadership structure .
Equity Ownership
| Holder | Shares | % of Common | Notes |
|---|---|---|---|
| Andrew Fentress | 86,201 | 1.17% | Includes 26,316 shares held by his minor children and 18,483 shares held by his parents; excludes 966,347 shares held by ACRES Share Holdings, LLC under “rule of three” (not deemed beneficially owned by individual directors) . |
| Shares outstanding (record date) | 7,394,194 | — | Voting rights 1 per share . |
- Hedging/pledging: Company policy prohibits hedging and pledging; exceptions require prior approval; all individuals believed in compliance .
- Ownership guidelines: Not disclosed for directors; anti-hedging/pledging policy and performance-based equity framework are in place .
Governance Assessment
- Committee assignments, chair roles, expertise
- Fentress serves as non-independent Chairman; not listed as a member of Audit, Compensation, Nominating & ESG, or Investment committees (which are majority/all independent, except Investment includes CEO) .
- Brings capital markets and investment management expertise; supports risk oversight in separated Chair/CEO structure .
- Independence, attendance, engagement
- Not independent due to Manager affiliation; Board majority independent; executive sessions held quarterly; attendance ≥75% in 2024 .
- Director compensation mix and ownership alignment
- Receives no cash/equity compensation for director service from ACR; broader director compensation ties equity grants to book value performance; four-year vesting fosters long-term alignment (excludes Fentress) .
- Potential conflicts or related-party exposure — RED FLAGS
- External management model: Manager (affiliated with Fentress) receives substantial base management fees ($6.5M in 2024) and reimbursements ($4.7M in 2024); incentive fee structure based on EAD/book value hurdle (no incentive fees in 2024) .
- Affiliate transactions: ACR provided $12.0M loan to ACRES Capital Corp. (amended Mar 13, 2025 to ACRES Holdings LLC with additional $7.0M draw option, maturity extension to 2031 upon exercise, rate increase to 5%); interest income $331k in 2024; principal $10.7M at year-end 2024 .
- Manager affiliates received fees: ACRES Capital Servicing special servicing fees $328k; DevCo development fees $412k; ACRES Collateral Manager fee waived on certain deals; ACRES Share Holdings received equity under Manager Plan (295,237 shares granted in 2024, 25% vest annually over four years) .
- Investment oversight: Transactions refinancing Manager-provided debt require independent director approval; mitigates but does not eliminate conflict risk .
- Say-on-pay and shareholder feedback
- 2024 Say-on-Pay support ~83%; Compensation Committee continued current practices including enhanced disclosure of manager fee allocations and fixed vs variable pay .
Overall, Fentress’ capital markets expertise and leadership as Chair are positives for oversight, but his deep ties to ACRES Capital (the external Manager) and the breadth of affiliate transactions present continuing conflict-of-interest optics. The Board’s independent committee structure, executive sessions, and independent director approvals on certain investments are important mitigants investors should monitor for rigor and consistency .