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Sherrill Neff

Director at ACRES Commercial Realty
Board

About P. Sherrill Neff

Independent director of ACRES Commercial Realty Corp. (ACR) since March 2005; age 73. He is Executive Chairman of Homestead Smart Health Plans (private). Previously a founding partner of Quaker Partners (2002–2024), and earlier President/COO/CFO and director of Neose Technologies, with prior roles at U.S. Healthcare, Alex. Brown & Sons, and Morgan, Lewis & Bockius. The Board has determined he is independent under NYSE rules .

Past Roles

OrganizationRoleTenureCommittees/Impact
Neose Technologies, Inc. (public, historical)President, COO, CFO; Director1994–2002 (exec); 1994–2003 (director)Led operations/finance; public company experience .
U.S. Healthcare (public, historical)Senior executiveNot disclosedLarge-cap healthcare operating experience .
Alex. Brown & Sons, Inc.Managing Director, Investment BankingNot disclosedCapital markets and advisory experience .
Morgan, Lewis & BockiusCorporate attorneyNot disclosedLegal, governance background .

External Roles

OrganizationRoleTenureNotes
Homestead Smart Health Plans (private)Executive ChairmanCurrentEmployer health plans services .
Quaker Partners (private)Founding Partner2002–2024Healthcare venture/growth equity .

Board Governance

  • Independence and Attendance

    • Determined independent under NYSE 303A.02; Board held 6 meetings in 2024; all directors attended at least 75% of Board and relevant committee meetings .
    • Board conducts quarterly executive sessions of non-management directors; presiding role rotates among Audit, Compensation, and Nominating & ESG chairs; as Audit Chair, Neff participates in this rotation .
    • Interested parties may communicate directly with non-management directors via the Audit Committee Chair (P. Sherrill Neff) .

  • Committee Assignments and Roles

    • Audit Committee: Chair; designated “audit committee financial expert.” Members: Neff (Chair), Kessler, Edwards; 14 meetings in 2024 .
    • Compensation Committee: Member. Members: Kessler (Chair), Levin, Neff; 3 meetings in 2024 .
    • Nominating & ESG Committee: Not a member; members are Levin (Chair), Ickowicz, Williams, Edwards; 3 meetings in 2024 .
    • Investment Committee: Not a member; members are Fogel (Chair), Ickowicz, Kessler; 1 meeting in 2024 .

Fixed Compensation (Director 2024)

ComponentAmountNotes
Annual cash retainer$100,000Non-employee director retainer .
Audit Committee member fee$10,000Paid to each Audit member .
Compensation Committee member fee$5,000Paid to each Compensation member .
Audit Committee Chair fee$5,000Additional for chair .
Total cash (Neff)$120,000Sum for Neff in 2024 .

Performance Compensation (Director Equity)

Grant DateInstrumentShares (#)Grant-Date Fair ValueVestingPerformance Metric/Condition
May 7, 2024Restricted Stock4,762$66,2874-year vesting for grants under performance programBook value threshold achieved ($27 target); directors received 10% of pool; priced at $13.92 on grant date .

ACR ties director equity issuance to book value performance parameters ($21, $24, $27, $30, $33, $36), with awards vesting over 4 years to reinforce long-term alignment .

Other Directorships & Interlocks

  • Current public company boards: None disclosed for Neff. Company policy notes only one ACR director serves on another public board (identified elsewhere as a different director), implying Neff holds no current public company directorships .
  • Compensation Committee interlocks: None; Neff (and other members) were not officers/employees; no cross-directorship interlocks reported for 2024 .

Expertise & Qualifications

  • Recognized audit committee financial expert; extensive experience in investments, operations, and finance across venture capital and public companies; prior investment banking and corporate law background .

Equity Ownership (Alignment)

SecurityBeneficial Ownership (as of Apr 9, 2025)% of OutstandingNotes
ACR Common Stock25,451<1%Includes unvested restricted stock (voting/dividends) per methodology .

Policies and Practices:

  • Hedging/Pledging: Company prohibits speculative trading, hedging, short selling, derivatives, and pledging; policy in effect and noted as complied with across covered individuals .
  • Ownership guidelines: Not disclosed for directors in the proxy.

Governance Assessment

  • Strengths

    • Long-serving independent director with deep financial, operational, and investment expertise; designated audit committee financial expert and current Audit Chair, which is critical given ACR’s external management and related-party structures .
    • Active committee workload (Audit Chair; Compensation member) with robust Audit Committee cadence (14 meetings in 2024); Board-wide attendance thresholds met .
    • Equity-based director pay tied to book value performance, with multi-year vesting, supports alignment with shareholder value creation .

  • Watch Items / Potential Conflicts

    • Externally managed REIT with extensive related-party arrangements (management fees, servicing, development services, and a loan to ACRES affiliates). While not tied to Neff personally, these structures place heightened importance on independent oversight by Audit and independent directors (including Neff as Audit Chair) .
    • Tenure: ~20 years on the Board provides institutional knowledge but may draw investor scrutiny on refreshment; Board emphasizes annual evaluations and majority-independent composition to mitigate concerns .

  • Shareholder Signals

    • Say-on-Pay support of approximately 83% at the 2024 annual meeting suggests general investor acceptance of compensation practices amid the external management model .

Notes on Related-Party Exposure

  • No related-party transactions disclosed involving Neff individually. Significant related-party relationships exist with the external Manager and affiliates; oversight resides with independent directors and committees (including Audit under Neff) .

Engagement & Process Indicators

  • Shareholder communications can be directed to the Audit Committee Chair (Neff); all directors attended last year’s annual meeting; Board performs annual self-assessments; director orientation and continuing education are in place .
Citations:
**[1332551_0000950170-25-053237_acr-20250411.htm:9]** **[1332551_0000950170-25-053237_acr-20250411.htm:10]** Director biography and qualifications
**[1332551_0000950170-25-053237_acr-20250411.htm:12]** Independence, attendance, executive sessions, contact
**[1332551_0000950170-25-053237_acr-20250411.htm:13]** Audit Committee composition/meetings; financial expert designation
**[1332551_0000950170-25-053237_acr-20250411.htm:14]** Compensation Committee composition/meetings
**[1332551_0000950170-25-053237_acr-20250411.htm:15]** Nominating & ESG composition/meetings
**[1332551_0000950170-25-053237_acr-20250411.htm:16]** Investment Committee; director education; annual meeting attendance
**[1332551_0000950170-25-053237_acr-20250411.htm:23]** Governance policies overview incl. pledging/hedging prohibition
**[1332551_0000950170-25-053237_acr-20250411.htm:24]** Interlocks statement; Audit Committee report
**[1332551_0000950170-25-053237_acr-20250411.htm:25]** Director compensation structure and Neff’s 2024 amounts; grant specifics
**[1332551_0000950170-25-053237_acr-20250411.htm:28]** Performance-based equity program and vesting terms
**[1332551_0000950170-25-053237_acr-20250411.htm:29]** Equity award vesting policy
**[1332551_0000950170-25-053237_acr-20250411.htm:33]** Anti-hedging/pledging policy and clawback policy
**[1332551_0000950170-25-053237_acr-20250411.htm:34]** Say-on-Pay 2024 approval (~83%)
**[1332551_0000950170-25-053237_acr-20250411.htm:35]**–**[1332551_0000950170-25-053237_acr-20250411.htm:37]** Related-party and Manager arrangements (context for oversight)
**[1332551_0000950170-25-053237_acr-20250411.htm:5]** Beneficial ownership table (Neff shares and percent)