Murray Levin
About Murray S. Levin
Murray S. Levin, age 82, is an independent director of ACRES Commercial Realty Corp. and has served on the Board since March 2005; he is a senior counsel at Troutman Pepper Locke, with which he has been associated since 1970, and brings a lengthy background in complex litigation and corporate governance to ACR’s boardroom . He is classified as independent under NYSE rules, with the Board’s annual independence determination concluding he has no material relationship with the Company other than as a director and/or stockholder . In FY 2024, the Board met six times and each director attended at least 75% of Board and applicable committee meetings, indicating baseline engagement and attendance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Troutman Pepper Locke | Senior Counsel | Associated since 1970 | Complex litigation practice; governance perspective from decades of corporate advisory work |
| Association Internationale des Jeunes Avocats (AIJA) | First American President | Not disclosed | International legal leadership; cross-border governance exposure |
| Union Internationale des Avocats (UIA) | Past President, American Chapter; Member, Board of Governors | Not disclosed | Global legal association governance; oversight experience |
| Various charitable, educational and legal entities | Board Member | Not disclosed | Non-profit board service; community and stakeholder engagement |
External Roles
| Organization | Type | Role | Public Company? | Notes |
|---|---|---|---|---|
| None disclosed | — | — | No | ACR’s corporate guidelines note only one director serves on one other public company board; Levin is not that director . |
| AIJA | Legal association | First American President (historical) | No | International legal network role . |
| UIA | Legal association | Past President (American Chapter), Board of Governors | No | Governance responsibilities in a global legal body . |
| Charitable, educational, legal entities | Non-profit | Director | No | Unspecified boards; non-profit focus . |
Board Governance
- Independence: The Board determined Levin meets NYSE independence standards and has no material relationship with the Company other than as a director/stockholder .
- Committee memberships: Member, Compensation Committee; Chairman, Nominating, Environmental, Social and Governance Committee .
- Committee structures and cadence: Audit Committee (14 meetings in FY 2024), Compensation Committee (3), Nominating & ESG (3), Investment Committee (1); non-management directors hold executive sessions quarterly with rotating presiding chairs among Audit, Compensation, and Nominating & ESG chairs .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in FY 2024 .
- Annual elections/refreshment: Non-classified Board; all directors elected annually; the Board uses annual individual director evaluations rather than term limits for refreshment .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer, paid quarterly . |
| Committee membership fees | $5,000 | Compensation Committee member fee; Nominating & ESG fees are not disclosed . |
| Chair fees | $0 disclosed | Chair fees only specified for Audit and Compensation ($5,000 each); none disclosed for Nominating & ESG . |
| Total cash fees | $105,000 | Sum of retainer plus Compensation Committee fee . |
Performance Compensation
| Award Type | Grant Date | Shares | Grant-Date Price | Grant-Date Fair Value | Vesting | Performance Metric |
|---|---|---|---|---|---|---|
| Restricted Stock (performance-linked) | May 7, 2024 | 4,762 | $13.92 | $66,287 | Four-year vesting | Company reported book value threshold achievement; May 2024 grants tied to $27 book value target (directors received 10% of the allowed pool; remainder to Manager) . |
- Mechanism: Post-ACRES Transaction, equity awards are tied to book value targets ($21, $24, $27, $30, $33, $36), with grants occurring upon threshold achievement and subject to four-year vesting; a 10% slice is allocated to independent directors, excluding management-affiliated directors .
- 2024 outcome: On May 7, 2024, restricted shares were granted at $13.92 (closing price), reflecting achievement of the $27 book value parameter; Levin’s aggregate grant-date fair value totaled $66,287 for 4,762 shares .
Other Directorships & Interlocks
- Public company boards: None for Levin; ACR limits service to ≤3 other public boards absent consent; only one director currently serves on one other public board (not Levin) .
- Interlocks: No disclosed compensation committee interlocks involving Levin beyond standard committee membership; Compensation Committee members were not officers/employees (Kessler excepted, as former officer until 2009) .
Expertise & Qualifications
- Legal/governance: Over 40 years practicing complex litigation; extensive service as corporate director and committee member; brings governance and legal oversight perspective .
- Board leadership: Chair, Nominating & ESG Committee; member, Compensation Committee, aligning with governance and oversight expertise .
- Independence and compliance: Classified independent; Company emphasizes anti-hedging/pledging and whistleblower protections, supporting governance rigor .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Murray S. Levin | 26,857 | <1% | Includes unvested restricted stock (eligible to vote and receive dividends); outstanding common shares at record date: 7,394,194 . |
- Pledging/hedging: Company policy prohibits speculative trading, hedging, short selling, and pledging of Company securities, with limited exceptions requiring prior approval; no exceptions disclosed for Levin .
- Options: No director stock options granted in 2024; director equity compensation via restricted stock only .
Governance Assessment
- Strengths: Levin’s long-tenured, independent legal expertise complements his leadership as Chair of the Nominating & ESG Committee and membership on the Compensation Committee, enhancing oversight of board composition, governance policies, and pay structures; attendance thresholds were met in FY 2024, and the Board maintains quarterly executive sessions without management .
- Alignment signals: Director cash comp ($105,000) is modest for an externally managed mortgage REIT; performance-linked restricted stock tied to book value targets with four-year vesting supports longer-term alignment; anti-hedging/pledging policy reinforces alignment .
- Conflict context: ACR’s external management model entails material related-party economics (e.g., base management fees, reimbursements, affiliate servicing arrangements); independent committees and policies oversee these exposures; Levin is not affiliated with the Manager and serves on governance-related committees rather than the Investment Committee where transaction approvals occur .
- Shareholder feedback: 2024 Say-on-Pay received ~83% support, and the Compensation Committee maintained practices accordingly; while this pertains to executive pay/Manager reimbursements, it signals investor acceptance of the compensation framework under independent oversight .
RED FLAGS and Watch Items
- External management and related-party transactions demand continued robust independent oversight to mitigate perceived conflicts; monitor any changes to management agreement economics, incentive fee outcomes, and investment allocation policies .
- Board refreshment: Levin’s age (82) and long tenure (since 2005) heighten refreshment considerations; ACR relies on annual evaluations rather than term limits to balance continuity with new perspectives; ongoing ESG/Nominating leadership and annual reviews are mitigating features .
Say-On-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: Approximately 83% of votes cast supported ACR’s executive compensation approach, informing the Compensation Committee’s decision to continue current practices; disclosure enhanced around Manager fee allocations and fixed vs variable components .
Related Party Transactions (Context)
- Manager economics: Base management fee ~1.5% of equity (monthly), incentive fee formula tied to EAD above a 7% book value hurdle, plus reimbursements for designated personnel and expenses; ~$6.5 million base fees in 2024; ~$4.7 million reimbursements; no incentive fee earned in 2024 .
- Affiliate arrangements: Loan to ACRES affiliates (amended in March 2025); servicing and development fees with Manager affiliates; independent director approvals and allocation policies govern transactions and co-originations .
Director Compensation Summary (FY 2024)
| Name | Fees Earned or Paid in Cash | Stock Awards | Total |
|---|---|---|---|
| Murray S. Levin | $105,000 | $66,287 | $171,287 |
| Notes: Cash includes $100,000 retainer plus $5,000 Compensation Committee fee; stock awards reflect 4,762 restricted shares at $13.92 (May 7, 2024) with four-year vesting tied to book value performance parameters . |
Committee Assignments Overview (FY 2024)
| Committee | Role | Chair? | Meetings Held |
|---|---|---|---|
| Nominating, Environmental, Social and Governance | Member | Yes | 3 |
| Compensation | Member | No | 3 |
| Audit | Not a member | — | 14 |
| Investment | Not a member | — | 1 |
Attendance & Engagement (FY 2024)
- Board meetings: 6; all directors attended at least 75% of Board and applicable committee meetings .
- Executive sessions: Non-management directors meet quarterly without management; presiding director rotates among Audit, Compensation, and Nominating & ESG chairs .
Policies Supporting Governance Quality
- Anti-hedging/pledging; whistleblower systems and anonymous reporting; clawback policy administered by Compensation Committee (focused on executive officers and Manager incentives); separation of Chairman and CEO roles; majority voting standard in uncontested elections .
All facts, figures, and statements are sourced solely from ACRES Commercial Realty Corp.’s 2025 DEF 14A proxy.