Gary Ickowicz
About Gary Ickowicz
Gary Ickowicz, age 69, has served as an independent director of ACRES Commercial Realty Corp. since February 2007. He is Managing Partner of IR Capital LLC (since 2008) and previously held senior real estate investment roles at Lazard Frères, including Managing Principal of Lazard Frères Real Estate Investors (2001–2011) and director of Lazard’s real estate investment banking unit (1989–2001). He also has longstanding nonprofit board service at Grand Street Settlement (since 2000) and NCC/Neumann (since 2002), and prior REIT/director experience at Commonwealth Atlantic Properties (privately held) and Kimsouth, Inc. (a JV with Kimco Realty) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lazard Frères Real Estate Investors | Managing Principal | 2001–2011 | Managed funds invested in debt/equity of North American real estate assets |
| Lazard Frères (Real Estate Investment Banking Unit) | Director | 1989–2001 | Principal in real estate operations of international investment bank |
| Commonwealth Atlantic Properties, Inc. (privately-held REIT) | Director | 2001–2011 | REIT board experience |
| Kimsouth, Inc. (JV with Kimco Realty) | Director | Prior service | Joint venture governance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IR Capital LLC | Managing Partner | Since 2008 | Owns/operates real estate assets in NY metro area |
| Grand Street Settlement | Director | Since 2000 | Nonprofit developer of senior housing |
| NCC/Neumann | Director | Since 2002 | Nonprofit developer of senior housing |
Board Governance
- Independence: The Board determined Mr. Ickowicz is independent under NYSE Section 303A.02; no material relationship beyond director/stockholder status .
- Attendance: Board held six meetings in fiscal 2024; each director attended at least 75% of Board and applicable committee meetings in 2024 .
- Executive sessions: Non-management directors meet quarterly in executive session; presiding director rotates among committee chairs (Audit, Compensation, Nominating & ESG) .
- Annual meeting attendance: All Board members attended last year’s annual meeting .
| Committee | Role | Chair | 2024 Meetings | Independence Requirement | Notes |
|---|---|---|---|---|---|
| Investment Committee | Member | Mark S. Fogel | 1 | Mixed (includes management CEO) | Reviews/approves investments $50–$75M; refis of Manager debt approved by independent directors |
| Nominating, Environmental, Social and Governance (ESG) Committee | Member | Murray S. Levin | 3 | Independent directors | Oversees director nominations and ESG policies/strategies |
| Audit Committee | Not a member | P. Sherrill Neff | 14 | Independent directors | Composition and meetings disclosed; not a member |
| Compensation Committee | Not a member | Steven J. Kessler | 3 | Independent directors | Composition and meetings disclosed; not a member |
Fixed Compensation
| Year | Component | Amount | Detail |
|---|---|---|---|
| 2024 | Annual cash retainer | $100,000 | Paid quarterly to non-employee directors |
| 2024 | Committee cash fees | $30,000 | Investment Committee member fee |
| 2024 | Committee chair fees | $0 | Not a chair (Audit and Compensation chairs receive $5,000) |
| 2024 | Total cash fees | $130,000 | As reported for Mr. Ickowicz |
Performance Compensation
| Year | Award Type | Grant Date | Shares Granted | Per-Share Value | Aggregate Grant-Date FV | Performance Metric | Vesting |
|---|---|---|---|---|---|---|---|
| 2024 | Restricted Stock | May 7, 2024 | 4,762 | $13.92 | $66,287 | Tied to achieving book value threshold (Company performance parameter) | Not disclosed for directors |
Performance metric detail:
- Director equity grants are tied to achievement of performance parameters using book value as benchmark; 2024 grants were made upon achievement of the reported book value threshold .
Other Directorships & Interlocks
| Type | Entity | Role | Status/Notes |
|---|---|---|---|
| Current public company boards | — | — | None disclosed for Mr. Ickowicz; company states that, currently, none of the directors serve on other public company boards, with one exception not identified . |
| Prior public company/REIT | Commonwealth Atlantic Properties, Inc. | Director | Privately-held REIT (2001–2011) |
| Prior JV | Kimsouth, Inc. (JV with Kimco Realty) | Director | Previously served (dates not specified) |
Expertise & Qualifications
- Real estate finance principal and investment banking experience across debt and equity for North American assets; prior REIT directorships add sector governance depth .
- Independent director with ESG and nomination oversight experience via Nominating & ESG Committee service .
- Investment Committee participation provides transactional oversight on mid-to-large investments with structured independent review on Manager-linked refinancing .
Equity Ownership
| Security | Beneficial Ownership | % of Outstanding | Notes |
|---|---|---|---|
| Common Stock | 25,629 shares | * (<1%) | Includes unvested restricted stock (vote/dividends retained) |
| Series C Preferred | — | — | No holdings disclosed |
| Series D Preferred | — | — | No holdings disclosed |
Ownership policy/compliance:
- Anti-hedging/pledging: Company prohibits speculative trading (hedging/shorts/options) and pledging, except in limited cases with prior Chief Legal Officer approval; to the Company’s knowledge, directors/officers are in compliance .
- Director ownership guidelines: Not disclosed in the proxy; hedging/pledging prohibitions explicitly stated .
Governance Assessment
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Strengths
- Independence and engagement: Independent status affirmed; attended ≥75% of Board/committee meetings; participates in quarterly executive sessions without management .
- Committee mix: Service on Nominating & ESG supports board refreshment and ESG oversight; Investment Committee role provides transactional oversight with guardrails (independent review of Manager-linked refis) .
- Pay structure: Balanced cash retainer plus performance-tied equity linked to book value; 2024 total director compensation of $196,287 (cash $130,000; stock $66,287) indicates alignment with company performance triggers .
- Ownership/behavioral alignment: Holds 25,629 common shares; Company-wide prohibition on hedging/pledging with compliance noted—reducing misalignment risk .
-
Potential Risks and RED FLAGS
- External Manager conflicts: ACR is externally managed; Investment Committee includes the CEO (Manager-affiliated), though refis of Manager debt require approval by independent directors—investors should monitor for allocation and related-party transaction diligence efficacy .
- Limited disclosure on director vesting terms: Specific vesting schedule for director equity awards not disclosed, reducing transparency on long-term holding incentives .
- Other public boards: Company notes only one director serves on another public board, but does not identify; no current public-company interlocks disclosed for Mr. Ickowicz, mitigating overboarding risk .
Overall: Mr. Ickowicz brings deep real estate finance and REIT governance experience with independent status and consistent engagement. The external manager structure and Investment Committee composition warrant ongoing scrutiny, but formal policies (independent approval for certain transactions, anti-hedging/pledging, clawback) provide mitigating controls .