Mark Fogel
About Mark Fogel
Mark S. Fogel has served as President, Chief Executive Officer, and Director of ACRES Commercial Realty Corp. since July 31, 2020; at appointment he was 52 and was concurrently affiliated with ACRES (the external manager) that provides ACR’s executive management team under a Management Agreement . He co-founded ACRES in 2012 and previously held executive roles across commercial real estate finance, overseeing loan production, asset management, and special servicing, and was a senior officer at a multi‑billion‑dollar publicly traded mortgage REIT; in 2008 he assisted in the capital raise and launch of a specialty finance company . ACR is externally managed and, as disclosed, the company does not pay cash compensation to its NEOs; any equity awards to NEOs are discretionary and tied to performance parameters using book value, with recent years showing no grants .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ACRES (Manager to ACR) | Co‑founder; CEO leading executive management team | 2012–present | Leads capital markets and executive management for external manager to ACR . |
| Various commercial real estate finance companies | Executive roles (loan production, asset management, special servicing) | Pre‑2012 | Oversaw nationwide loan and asset management functions . |
| Publicly traded mortgage REIT (unnamed) | Senior officer | Prior to/around 2008 | Assisted capital raise and launch of a specialty finance company amid 2008 turbulence . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| ACRES (Manager) | President & Chief Executive Officer | 2012–present | Affiliated with ACR’s external Manager; compensated by Manager per Management Agreement . |
Fixed Compensation
ACR is externally managed and does not pay cash compensation to its NEOs (including CEO). Mr. Fogel is compensated by the external Manager; ACR reports no salary or bonus paid to him for 2024–2022.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Company‑paid Salary ($) | — | — | — |
| Company‑paid Cash Bonus ($) | — | — | — |
| Director Cash Fees ($) | — (Manager‑affiliated director) | — | — |
Footnote: Mr. Fogel is compensated by the Manager; ACR pays no cash comp to NEOs and does not compensate Manager‑affiliated directors .
Performance Compensation
- Program design: Historically, restricted stock grants to NEOs vested 33.33% per year over three years; post‑ACRES Transaction, equity awards are tied to achievement of performance parameters using book value as benchmark and subject to a four‑year vesting period .
- Recent grants: No restricted stock grants were made to NEOs for 2024, 2023, or 2022 (2025 proxy); the 2024 proxy also states no grants for 2023, 2022, or 2021 .
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Restricted Stock (historical) | Time‑based (pre‑ACRES Transaction) | n/a | n/a | n/a | n/a | 33.33% annually over 3 years . |
| Restricted Stock (post‑ACRES Transaction) | Book value performance benchmark | n/a | n/a | n/a | n/a | Four‑year vesting . |
| NEO Grants (2021–2024) | n/a | n/a | n/a | n/a | n/a | No RS grants in 2021–2024 . |
Notes: Specific weighting, targets, and payouts are not disclosed for CEO awards; awards were not granted in recent years .
Equity Ownership & Alignment
| As‑of Date | Common Shares Beneficially Owned | % of Shares Outstanding | Preferred Shares (Series C/D) | Pledged/Hedged |
|---|---|---|---|---|
| Apr 26, 2024 (proxy) | 6,666 | <1% (asterisk indicated) | None | Not disclosed in proxy . |
Additional trading context: Third‑party trackers indicate no reported Form 4 insider transactions by Mark Fogel in ACR over the past 18 months (caveat: third‑party aggregation) .
Employment Terms
- External management structure: ACR has no employees; under the Management Agreement the Manager provides the CEO/President and management services; the Manager bears wages and benefits for its officers and employees, while ACR reimburses certain roles (e.g., CFO fully dedicated; portions for CAO and CLO) per allocated time .
- Company compensation philosophy: Equity incentives may be granted from time to time, tied to book value performance parameters; recent years show no NEO grants .
- Severance/change‑in‑control: Specific severance or change‑in‑control economics for Mr. Fogel are not disclosed in the cited proxies; the CEO is employed by the Manager and not paid cash by ACR .
- Clawbacks/hedging/pledging policies: Not disclosed in the cited sections for Mr. Fogel .
Board Governance
- Board service: Appointed Director on July 31, 2020; concurrently appointed President and CEO . He continues to be nominated to stand for election in subsequent proxies (e.g., 2023) .
- Roles and committees: Chairman role held by Andrew L. Fentress (appointed in 2020) . Committee membership listings for Investment, Audit, and Compensation committees exclude Mr. Fogel (Manager‑affiliated director); non‑employee directors receive cash fees, Manager‑affiliated directors do not .
- Director compensation: No fees for Manager‑affiliated directors (Fentress, Fogel) .
- Dual‑role implications: CEO + Director and Manager affiliation can create independence considerations; the proxies explicitly categorize him as Manager‑affiliated and not compensated as a director by ACR .
Director Compensation (Context)
| Year | Director Cash Fees (Fogel) | Notes |
|---|---|---|
| 2023 | — | Manager‑affiliated; no director compensation from ACR . |
| 2024 | — | Manager‑affiliated; no director compensation from ACR . |
Insider Activity and Trading Signals
- Insider transactions: Third‑party trackers report no Form 4 transactions for Mark Fogel in ACR over the last 18 months, suggesting low near‑term selling pressure tied to expiring awards (caveat: not an official filing summary) .
- Beneficial ownership small (<1%), with no preferred holdings; combined with no recent NEO equity grants, near‑term forced selling/vesting pressure appears limited .
Compensation Committee and Governance Process
- Committee composition: Compensation Committee chaired by Steven J. Kessler; members include Murray S. Levin and P. Sherrill Neff; Committee reviewed CD&A and recommended inclusion in proxy .
- Equity grant philosophy: Post‑ACRES Transaction, equity tied to book value performance parameters; four‑year vesting; no grants to NEOs in recent years .
Investment Implications
- Alignment: CEO is compensated by the external Manager; ACR does not pay CEO cash compensation and has awarded no NEO equity in 2021–2024, limiting direct pay‑for‑performance alignment via company grants but reducing near‑term insider selling pressure from vesting cycles .
- Ownership: Beneficial ownership is small (<1%), implying modest “skin in the game” at the company level; any additional economic alignment would flow through Manager economics rather than ACR equity .
- Governance risk: Dual role (CEO + Director) and Manager affiliation warrant independence scrutiny; Fogel is not on key board committees, and Manager‑affiliated directors are not compensated by ACR—mitigating but not eliminating potential conflicts .
- Compensation levers: Future equity awards, if granted under the book‑value framework with four‑year vesting, would be the primary lever to strengthen alignment and create potential vesting‑related trading signals; absent new grants, retention relies on Manager compensation structures not visible in ACR filings .