David Bryant
About David J. Bryant
David J. Bryant, age 67, has served as a director of ACRES Commercial Realty (ACR) since January 1, 2024, following his retirement as ACR’s Senior Vice President, Chief Financial Officer and Treasurer (2006–Dec 31, 2023); he previously served as Chief Accounting Officer (2006–2014). He is an inactive certified public accountant with roughly 40 years of real estate finance experience, including senior roles at Pennsylvania Real Estate Investment Trust (PREIT). As of 2025, he also serves as Treasurer of the board of Freire Charter School in Philadelphia (effective July 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ACRES Commercial Realty (ACR) | Senior Vice President, Chief Financial Officer & Treasurer | Jun 2006 – Dec 31, 2023 | Long-tenured CFO; also Chief Accounting Officer (2006–2014) |
| Pennsylvania Real Estate Investment Trust (PREIT) | SVP, Real Estate Services | 2005 – 2006 | Oversight in a mall/strip-center REIT |
| PREIT | SVP–Finance & Treasurer; Principal Accounting Officer | 2000 – 2005 | Finance, treasury and accounting leadership |
| PREIT / The Rubin Organization | VP–Finance & Controller | Pre-2000 | Finance and controller roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Freire Charter School (Philadelphia) | Treasurer of the Board | Effective July 2024 – present | Transitioned from prior chairman role referenced in 2024 proxy |
Board Governance
- Independence status: The Board determined that six directors are independent (Ickowicz, Kessler, Levin, Neff, Edwards, Williams). Bryant is not included in the independent group, consistent with his recent transition from CFO (retired Dec 31, 2023) to director in 2024 .
- Committee assignments: ACR has four standing committees. Membership as disclosed for 2024 does not list Bryant on any committee (Audit: Neff [Chair], Kessler, Edwards; Compensation: Kessler [Chair], Levin, Neff; Nominating & ESG: Levin [Chair], Ickowicz, Williams, Edwards; Investment: Fogel [Chair], Ickowicz, Kessler) .
- Attendance: The Board met 6 times in fiscal 2024; each director attended at least 75% of Board and applicable committee meetings. All directors attended the prior annual meeting; executive sessions of non-management directors occur quarterly and rotate among committee chairs .
- Committee activity levels (FY 2024): Audit (14 meetings), Compensation (3), Nominating & ESG (3), Investment (1) .
Fixed Compensation
| Year | Fees Earned or Paid in Cash | Committee Cash Fees | Notes |
|---|---|---|---|
| 2024 | $100,000 | $0 (implied by total cash line item) | Non-employee directors receive $100,000 annual cash retainer; extra fees apply only if on committees (Bryant not listed on any committee) . |
Performance Compensation
| Grant Date | Instrument | Shares Granted | Grant-Date Price | Grant-Date Fair Value | Performance Metric | Vesting/Other |
|---|---|---|---|---|---|---|
| May 7, 2024 | Restricted Stock | 4,762 | $13.92/share | $66,287 | Award tied to achievement of Company’s reported book value threshold | Director equity awards are performance-parameter-based; no additional vesting detail provided; Hart’s unvested shares vested upon his board departure (illustrative) . |
Directors are eligible for restricted stock grants tied to achievement of performance parameters using book value as a benchmark; ACR emphasizes a mix of cash retainer and performance-based equity for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | No other public company directorships disclosed for Bryant in ACR proxies/biography . The company notes only one director serves on another public company board (not identified as Bryant) . |
| Private/non-profit boards | Freire Charter School (Treasurer of the Board effective July 2024; prior reference to chairman role in 2024 proxy) . |
Expertise & Qualifications
- 17 years as ACR’s CFO/Treasurer; 40 years in real estate, finance, and investment management; inactive CPA credential .
- Deep internal knowledge of ACR’s portfolio, accounting, and capital markets—skills explicitly cited by the Board as valuable to governance and oversight .
Equity Ownership
| Security | Apr 11, 2024 | Apr 9, 2025 |
|---|---|---|
| Common shares beneficially owned | 35,201 (includes 83 shares in spouse’s IRA) | 39,963 (includes 83 shares in spouse’s IRA) |
| % of common outstanding | <1% | <1% |
| Series C Preferred | 6,200 | 6,200 |
| Series D Preferred | 1,000 | 1,000 |
Policy backdrop: ACR prohibits speculative trading, hedging and pledging of company securities (pledging allowed only in limited circumstances with prior approval); no pledging by Bryant is disclosed in the proxies .
Governance Assessment
Positives
- Board structure and processes: Majority-independent board; independent Audit, Compensation, and Nominating & ESG Committees; regular executive sessions; robust annual board and committee self-assessments; separation of Chair and CEO roles; majority voting standard in uncontested elections; no poison pill .
- Director engagement: At least 75% attendance for all directors in FY 2024; all directors attended the prior annual meeting .
- Risk and controls: Active Audit Committee (14 meetings in 2024), cybersecurity oversight, and formal clawback policy aligned with SEC/NYSE rules .
- Shareholder alignment signals: Director equity grants contingent on achieving book value thresholds; ongoing say‑on‑pay support (approx. 83% in 2024; approx. 91% in 2023) .
Risk factors and potential conflicts
- Non‑independence: Bryant is not listed among independent directors—consistent with his immediate transition from CFO (retired Dec 31, 2023) to director on Jan 1, 2024. This reduces his suitability for key gatekeeper roles (Audit/Compensation) near term and may affect perceived board independence until the customary cooling-off period elapses .
- Externally managed REIT structure: Significant ongoing fees and reimbursements to the Manager (estimated ~$10.9 million in 2024), base fee set at 1.5% of equity (monthly), incentive fee formula linked to EAD with a hurdle and stock component, and multiple affiliate transactions (e.g., a $12.0 million loan to ACRES Capital; development fees; stock issued to ACRES affiliate for incentive comp). These related-party dynamics demand strong independent oversight and transparent allocation policies .
- Investment Committee independence: The Investment Committee includes the CEO/Manager affiliate and is not solely independent (unlike other committees), though certain conflicted refinancings require approval by independent Investment Committee members and large/affiliate co-originations require full Board approval .
Say‑on‑Pay and shareholder feedback
- 2023 annual meeting: Say‑on‑pay approved (2,826,747 For; 293,498 Against; 1,273,127 Abstentions; plus broker non‑votes) .
- 2024 annual meeting: Say‑on‑pay approved (2,036,022 For; 409,788 Against; 1,245,932 Abstentions; plus broker non‑votes); the company reports approx. 83% approval in 2024 and approx. 91% in 2023 .
Additional Detail: Director Compensation Structure (context for alignment)
- Non‑employee director compensation: $100,000 annual cash retainer; additional cash for committee service (Investment +$30,000; Audit +$10,000; Compensation +$5,000; Audit/Comp chairs +$5,000). Restricted stock grants are performance-based using book value as benchmark (e.g., 4,762 shares on May 7, 2024 at $13.92) .
Related-Party and Manager Exposure (oversight focus)
- Management Agreement economics: 1.5% of equity base fee; incentive fee framework tied to EAD over a 7% book‑value hurdle; stock component for incentive fees; reimbursement of CFO and portions of other staff, plus transaction-related reimbursements and out-of-pocket costs .
- 2024 cost footprint: Estimated ~$10.9 million total base management fees and expense reimbursements paid or accrued to the Manager in 2024; company estimates ~16% of this amount linked to NEO compensation in aggregate (12% fixed/4% variable composition within that $10.9 million) .
- Specific affiliate transactions: $12.0 million loan to ACRES Capital at 3.00% (maturing July 2026; two one‑year extension options with 0.5% extension fee), development fee arrangements via DevCo, and stock issuances to ACRES Share Holdings, LLC for incentive compensation .
- Conflict mitigation policies: Allocation policy, independent director approvals for certain affiliate transactions, code of ethics, prohibition on speculative trading/hedging/pledging, and clawback policy .
Summary for Investors
- Bryant brings deep financial and company-specific expertise, but he is currently non‑independent and holds no committee roles, which is an appropriate posture given his immediate post‑CFO transition .
- His compensation mix (modest cash retainer, performance‑linked equity) and growing personal share ownership support alignment, while ACR’s anti‑hedging/pledging policy reduces misalignment risk .
- The externally managed structure with extensive related‑party dealings remains the central governance risk at ACR; sustaining robust independent oversight—particularly across transaction approvals and Investment Committee processes—will be critical to investor confidence .
RED FLAGS: Non‑independent director due to immediate post‑CFO appointment ; extensive related‑party transactions and sizable manager fees/reimbursements requiring rigorous independent oversight .