Jaclyn Jesberger
About Jaclyn Jesberger
Jaclyn A. Jesberger, age 47, is ACRES Commercial Realty Corp.’s Chief Legal Officer, Senior Vice President, and Secretary since July 2020; she previously served as General Counsel and Chief Compliance Officer at ACRES Capital, Associate General Counsel at Arbor Commercial Mortgage, and earlier roles in real estate finance at Credit Suisse and Cadwalader, Wickersham & Taft LLP . During her tenure, company performance metrics used in pay-versus-performance show ACR Total Shareholder Return of $23.31 (2022), $27.15 (2023), and $45.58 (2024), Net Income of $10.426M (2022), $21.848M (2023), $28.695M (2024), and Earnings Available for Distribution (EAD) of $10.384M (2022), $20.565M (2023), $10.941M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ACRES Capital | General Counsel & Chief Compliance Officer | Since Jun 2015 | Led legal/compliance across ACRES lending platform; supports governance and transaction execution for ACR as externally managed REIT . |
| Arbor Commercial Mortgage (manager to Arbor Realty Trust) | Associate General Counsel | Aug 2009–Jun 2015 | Legal leadership in CRE lending; experience directly relevant to ACR’s investment and financing activities . |
| Credit Suisse | Associate/Vice President, Real Estate Finance & Securitization | Mar 2004–Aug 2009 | Structured CRE finance and securitization, building expertise used in ACR’s asset-level transactions . |
| Cadwalader, Wickersham & Taft LLP | Associate, Commercial Real Estate Law | From 2001 | Foundational CRE legal training at leading law firm . |
External Roles
| Organization/Affiliate | Role | Evidence | Strategic Impact |
|---|---|---|---|
| ACRES Capital Corp. | Secretary | 13D/A signature page | Officer/signatory capacity across ACRES affiliates signals central role in governance and filings . |
| ACRES Capital, LLC | Chief Legal Officer | 13D/A signature page | Oversees legal/compliance for Manager; critical interface with ACR’s management agreement . |
| ACRES Holdings, LLC | General Counsel | 13D/A signature page | Legal oversight on affiliate financing structures; relevant to related-party arrangements . |
| ACRES Share Holdings, LLC | Vice President | 13D/A signature page | Affiliate holds ACR shares under Manager Incentive Plan; governance and signatory responsibility . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $210,000 | $300,000 | $437,500 |
| Cash Bonus ($) | $0 | $100,000 | $145,833 |
| Stock Awards ($) | $0 | $0 | $0 |
| All Other Compensation ($) | $7,630 | $13,985 | $20,698 |
| All Other Breakdown | — | — | Includes $10,063 401(k) match and $10,635 auto allowance |
| Total ($) | $217,630 | $413,985 | $604,031 |
Notes:
- Company reimburses the Manager for the pro rata portion of Jesberger’s salary/bonus; paid amounts may not align exactly with year of service due to timing .
- ACR reimburses portions of CFO, Chief Accounting Officer, and Chief Legal Officer compensation given external management structure .
Performance Compensation
| Component | Metric & Target | Actual/Payout | Vesting | Notes |
|---|---|---|---|---|
| Company Equity Incentive Plan (post-ACRES Transaction) | Performance grants tied to Book Value per share thresholds: $21, $24, $27, $30, $33, $36 | Achieved $24 (May 2022) and $27 (May 2024) thresholds; grants made to Manager affiliate and independent directors; NEOs did not receive 2022–2024 grants | Four-year vesting; directors’ May 2024 grants: 4,762 restricted shares each at $13.92; Manager affiliate granted 295,237 restricted shares on May 7, 2024, vesting 25% annually over four years | Structure designed to align awards with book value performance; NEOs received no RSUs/options for 2022–2024 compensation . |
| Incentive Management Fee (Manager) | 20% of excess of 12-month EAD over 7% of book value equity hurdle; payable only if long-run EAD > 0 | No incentive management fee earned in 2024; Q3’25 calculation showed no incentive fee payable | If earned, at least 25% paid in ACR common stock; remainder cash | Manager performance fees influence affiliate share issuance; governance oversight by Compensation Committee and Board . |
Pay-versus-Performance Context:
- ACR TSR ($100 initial investment): $23.31 (2022), $27.15 (2023), $45.58 (2024). Peer FTSE Nareit All REITs TSR: $98.62 (2022), $109.95 (2023), $114.71 (2024) .
- EAD (Company-selected metric): $10.384M (2022), $20.565M (2023), $10.941M (2024) .
- Net Income: $10.426M (2022), $21.848M (2023), $28.695M (2024) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 11,526 common shares; includes 1,154 shares held by minor children . |
| Ownership % of Common | <1% (beneficial ownership table) ; total outstanding shares ~7,394,194 on record date Apr 9, 2025 . |
| Preferred Shares | No Series C or D preferred shares owned . |
| Vested vs. Unvested | NEOs received no restricted stock grants for 2022–2024; no unvested awards disclosed for Jesberger . |
| Pledging/Hedging | Company policy prohibits hedging, short selling, derivative trading, margin accounts, and pledging, except limited cases with prior approval of Chief Legal Officer; to Company’s knowledge, all are in compliance . |
| Ownership Guidelines | No executive ownership multiple disclosed; policy emphasis is on anti-hedging/pledging and clawback . |
| Related Affiliates Ownership | ACRES Share Holdings, LLC (Manager affiliate) owned 966,347 shares (13.07%) as of Apr 9, 2025; affiliate received performance grants tied to book value thresholds . |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment Agreement | No employment or severance agreements with NEOs; ACR is externally managed . |
| Severance/COC | On termination (except death/disability), all unvested stock awards are forfeited unless otherwise approved by Compensation Committee; malfeasance/cause leads to forfeiture; no COE multiples disclosed . |
| Clawback | Policy adopted Dec 1, 2023; recovery of erroneously awarded incentive-based compensation for executive officers and the Manager in the event of restatement; administered by Compensation Committee . |
| Non-Compete/Non-Solicit | Not disclosed for Jesberger . |
| Section 16 Compliance | Delinquent Section 16(a) report: inadvertent late Form 4 for gift of 16 shares by a family member to Jesberger’s minor children . |
Performance & Track Record
| Metric/Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| ACR TSR ($100 initial) | $23.31 | $27.15 | $45.58 |
| Peer TSR (FTSE Nareit All REITs) | $98.62 | $109.95 | $114.71 |
| Net Income ($000s) | $10,426 | $21,848 | $28,695 |
| EAD ($000s) | $10,384 | $20,565 | $10,941 |
Additional context:
- Manager compensation oversight: base management fees ~$6.5M (2024); reimbursements ~$4.7M; no incentive fees earned in 2024 .
- Equity plan: performance-based restricted stock grants tied to book value thresholds, vesting over four years; grants in May 2022 ($24 book value) and May 2024 ($27) .
- Say-on-Pay 2024: 83% approval of executive compensation program .
Related Party Transactions (Governance Risk Indicators)
- Management Agreement: base fee equals 1.50% of equity (monthly 1/12th); incentive fee formula based on EAD vs 7% of book value hurdle; includes reimbursements for CFO and partial legal/accounting staff .
- ACRES Loan: $12.0M loan from subsidiary to ACRES Capital Corp. (amended in Mar 2025, options and terms modified); interest income recorded; maturity/extension terms updated; option for additional $7.0M expired unexercised .
- Affiliate share grants: ACRES Share Holdings, LLC granted 295,237 restricted shares on May 7, 2024, vesting 25% annually .
- Jesberger appears as legal point-of-contact and signatory across repurchase agreements and Morgan Stanley warehouse arrangements, indicating central legal role in financing operations .
Compensation Committee Analysis
- Externally managed structure: Company pays no direct cash comp to NEOs; reimbursement to Manager for portions of CFO, Chief Legal Officer, and Chief Accounting Officer compensation .
- Equity grants to NEOs: none for 2022–2024; equity issuance tied to book value performance parameters focuses grants on Manager affiliate and independent directors .
- Governance policies: anti-hedging/pledging policy; clawback adopted Dec 1, 2023; independent director-majority board and committee structure .
Investment Implications
- Alignment: Jesberger’s pay is predominantly fixed salary/bonus reimbursed via Manager; limited direct ACR equity ownership (<1%) and no recent individual equity grants reduce personal equity leverage to TSR outcomes; alignment primarily via governance policies (anti-hedging/pledging, clawback) and broader book value-linked equity program for affiliates/directors .
- Retention risk: No severance or COE protections disclosed; unvested awards forfeiture terms apply if awards exist; externally managed structure may shift retention levers to Manager-level policies rather than ACR-specific contracts .
- Trading signals/insider activity: No Form 4 selling pressure identified from proxy; note a late Section 16 filing for a small family gift; monitor future Form 4s and Manager affiliate vesting schedules for potential selling windows tied to four-year vesting of May 2024 grants .
- Governance and related-party exposure: Material related-party flows (management fees, reimbursements, affiliate equity grants, intercompany loans) warrant continued scrutiny; Jesberger’s central legal role and signatory status across affiliates enhances execution reliability but concentrates governance responsibilities within Manager ecosystem .