Karen Edwards
About Karen Edwards
Karen Edwards, age 68, has served as an independent director of ACRES Commercial Realty Corp. since June 2021. She is a Partner at Boyden Global Executive Search (since April 2018), a Chartered Financial Analyst (CFA), and previously co-founded the investment banking group at Friedman, Billings, Ramsey & Co. in 1992 serving financial institutions and REIT clients. She also served as a director at Arbor Realty Trust (NYSE: ABR) from 2005–2018 and is a former Trustee of the University of Virginia’s Darden School; her background spans investment banking, wealth management, and strategic advisory to C-suites and boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boyden Global Executive Search | Partner | Apr 2018–present | Senior advisor on executive search; financial services expertise |
| Kosiba Edwards Associates | President & CEO | Jan 2010–Mar 2018 | Strategic and financial advisory to corporates |
| GenSpring Family Offices (now Truist) | Advisory Board; SVP Business Development | 2002–2008 | Wealth management, client development |
| Friedman, Billings, Ramsey & Co. | Co-founder, Investment Banking Group (financials/REITs) | From 1992 | Corporate finance and M&A advisory to banks, fintech, REITs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Virginia Darden School | Trustee (former) | N/A | Governance role at leading business school |
| Women Corporate Directors | Member | N/A | Board governance network participation |
| Arbor Realty Trust (NYSE: ABR) | Independent Director | 2005–2018 | Nominating & Governance and Audit Committees |
Board Governance
- Independence: The Board determined Ms. Edwards meets NYSE independence standards (Section 303A.02) and has no material relationship with the company beyond service as a director/stockholder .
- Committee assignments:
- Audit Committee member (Audit Committee report signatories: Chair P. Sherrill Neff; members Karen Edwards and Steven J. Kessler) .
- Nominating, Environmental, Social and Governance (ESG) Committee member (members: Chair Murray S. Levin; Gary Ickowicz; Dawanna Williams; Karen Edwards) .
- Attendance and engagement: The Board held six meetings in 2024, and each director attended at least 75% of Board and applicable committee meetings; the Nominating & ESG Committee held three meetings in 2024 .
- Executive sessions: Non-management directors meet in quarterly executive sessions; presiding director rotates among the Audit, Compensation, and Nominating & ESG Committee chairs .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly to non-employee directors |
| Audit Committee member fee | $10,000 | Paid to Audit members (Neff, Kessler, Edwards) |
| Total Cash | $110,000 | Sum of cash retainer + committee fee |
- Director compensation structure: Non-employee directors receive the $100,000 annual cash retainer plus committee fees; chair fees apply to Audit and Compensation chairs (not applicable to Edwards) .
- Mix indicator: For 2024, Edwards’ compensation mix was approximately 62% cash ($110,000) and 38% equity ($66,287), calculated from disclosed amounts .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Performance Metric | Vesting Schedule |
|---|---|---|---|---|---|
| Restricted Stock | May 7, 2024 | 4,762 | $66,287 | Tied to achievement of book value threshold; shares valued at $13.92 per share on grant date | Not disclosed (Mr. Hart’s shares vested upon board departure) |
- Directors are eligible for restricted stock grants linked to Company performance parameters using book value as a benchmark; the May 7, 2024 grant to each independent director was triggered by achieving the reported book value threshold .
Other Directorships & Interlocks
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| ACRES Commercial Realty Corp. (NYSE: ACR) | Independent Director | Jun 2021–present | Audit Committee; Nominating & ESG Committee |
| Arbor Realty Trust (NYSE: ABR) | Independent Director | 2005–2018 | Nominating & Governance; Audit Committee |
- Network overlap (not a compensation interlock): ACR’s CEO Mark S. Fogel previously served as SVP Asset Management at Arbor Realty Trust (2000–2009), overlapping with Edwards’ ABR directorship (2005–2018); this is a potential network tie but not a disclosed related-party transaction .
Expertise & Qualifications
- Chartered Financial Analyst (CFA) designation .
- Deep investment banking background (FBR co-founder for financial institutions/REITs), wealth management leadership (GenSpring), and strategic advisory experience (Kosiba Edwards Associates) .
- Public company board experience at a commercial mortgage REIT (ABR) for 15 years, with service on key governance and audit committees, and current ACR Audit and Nominating & ESG roles .
- Governance processes: Board self-assessment annually overseen by the Nominating & ESG Committee; independence across committees except Investment Committee; quarterly executive sessions .
Equity Ownership
| Security | Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Common Stock | 9,524 | <1% | Includes unvested restricted stock (voting/dividends) |
| Preferred Stock – Series C (8.625%) | — | — | No holdings disclosed |
| Preferred Stock – Series D (7.875%) | — | — | No holdings disclosed |
- Anti-hedging and pledging: Company policy prohibits hedging and pledging of Company securities (pledging only in limited cases with prior approval); to the Company’s knowledge, all covered individuals are in compliance .
Governance Assessment
-
Positives / signals:
- Independent status confirmed; active roles on Audit and Nominating & ESG committees enhance oversight and board effectiveness .
- Documented engagement: Board met six times in 2024 with at least 75% attendance by all directors; Nominating & ESG met three times .
- Pay alignment: Equity grants to directors are contingent on achieving a book value threshold, aligning director equity with balance-sheet performance; 2024 grant of 4,762 shares valued at $66,287 supports alignment .
- Ownership: Holds 9,524 common shares (<1%); includes unvested restricted stock; no preferred stock holdings disclosed .
- Risk controls: Anti-hedging/pledging policy in place; clawback policy adopted for incentive-based compensation applicable to executive officers and the Manager, indicating broader governance rigor (though not specific to director equity) .
-
Watch items / potential red flags:
- Externally managed REIT with manager-affiliated directors elsewhere on the Board; related-party policies require independent director approvals for transactions with affiliates and set allocation procedures—ongoing vigilance warranted though no Edwards-specific related-party issues disclosed .
- Network overlap with ACR’s CEO via ABR tenure represents a relationship tie but not a disclosed conflict or related-party transaction .
No related-party transactions, pledging, or independence exceptions are disclosed for Karen Edwards. Committee membership and attendance indicators support her independence and engagement profile .
Director Compensation (2024)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $110,000 |
| Stock Awards (Grant-Date Fair Value) | $66,287 |
| Total | $176,287 |
Committee Roles
- Audit Committee: Member; Audit Committee report recommended inclusion of audited financial statements in the 2024 Form 10-K (signatories: Neff (Chair), Edwards, Kessler) .
- Nominating, Environmental, Social & Governance (ESG) Committee: Member; three meetings in 2024 .
- Not a member of Compensation or Investment Committees (2024 composition listed without Edwards) .
Policies and Related-Party Oversight
- Related-party/manager transactions: Transactions with ACRES/affiliates require independent director approval; allocation policies govern investment opportunities; explicit restrictions on investing in ACRES-managed vehicles without approvals .
- Executive sessions and communications: Quarterly non-management executive sessions; processes for stockholder communications to non-management directors via Audit Chair .