Steven Kessler
About Steven J. Kessler
Steven J. Kessler (age 82) is an independent director of ACRES Commercial Realty Corp. (ACR), serving since November 2009 and as Chairman from November 2009 to September 2016. He brings deep real estate finance and accounting expertise from prior CFO/SVP roles at Resource America and operating roles at Kravco and Strouse Greenberg, as well as audit experience as a partner at Touche Ross & Co. (now Deloitte). The Board has determined Mr. Kessler is independent under NYSE Section 303A.02; in FY2024 he attended at least 75% of Board and committee meetings, and all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ACRES Commercial Realty Corp. | Director; Chairman | Director since Nov 2009; Chairman Nov 2009–Sep 2016 | Long-tenured board leadership; investment oversight |
| Resource America, Inc. | Executive Vice President; Chief Financial Officer; Senior Vice President | EVP 2005–Sep 2016; CFO 1997–Dec 2009; SVP 1997–2005 | Led finance; principal financial officer experience |
| GMH Communities Trust (public REIT) | Trustee | 2004–2008 (trust sold in 2008) | Governance experience at a public specialty housing REIT |
| Kravco Company | Vice President—Finance & Acquisitions | Not disclosed | Commercial real estate finance/acquisitions leadership |
| Strouse Greenberg & Co. | Chief Financial Officer; Chief Operating Officer | Not disclosed | Full-service real estate operations/finance |
| Touche Ross & Co. (Deloitte & Touche LLP) | Partner | Not disclosed | Independent public accounting; audit background |
External Roles
| Organization | Role | Tenure | Focus/Notes |
|---|---|---|---|
| RSR SC LLC | Founding co‑managing member | Since Nov 2015 | EB‑5 Immigrant Investor Program activities |
| RSR Sycamore GP LLC | Member | Since Sep 2016 | EB‑5 program-related entity |
| RSR Sycamore GP II, LLC | Member | Since Aug 2018 | EB‑5 program-related entity |
| RSR Sycamore GP III, LLC | Member | Since Dec 2020 | EB‑5 program-related entity |
| RSR EB5 Regional Center | Member | Since Dec 2020 | EB‑5 regional center involvement |
Board Governance
- Independence and engagement: The Board determined Mr. Kessler is independent under NYSE rules; FY2024 attendance was at least 75% for all directors, and all directors attended the 2024 annual meeting .
- Committees:
- Compensation Committee: Chairman; held 3 meetings in FY2024 .
- Audit Committee: Member; held 14 meetings in FY2024 .
- Investment Committee: Member; held 1 meeting in FY2024. Reviews/approves $50–$75mm investments; refinancing of Manager-originated debt requires approval by independent directors on the committee (mitigates conflicts) .
- Executive sessions: Non‑management directors meet in executive session quarterly; presiding director rotates among the Audit, Compensation, and Nominating & ESG chairs, implying Mr. Kessler presides when scheduled as Compensation chair .
- Other public boards: Corporate Governance Guidelines limit over‑boarding; currently none of the directors serve on more than three other public boards, and generally directors do not serve on other public boards (one director serves on one other board; proxy does not disclose any external public boards for Mr. Kessler) .
- Anti‑hedging/pledging and clawback: Company prohibits speculative trading, hedging, short‑selling, and pledging (except limited cases with prior approval); the company states to its knowledge individuals comply. A Dodd‑Frank‑compliant clawback policy was adopted Dec 1, 2023 .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Cash Retainer | $100,000 | Non‑employee director annual retainer, paid quarterly |
| Committee Fees – Investment | $30,000 | Cash for Investment Committee membership |
| Committee Fees – Audit | $10,000 | Cash for Audit Committee membership |
| Committee Fees – Compensation | $5,000 | Cash for Compensation Committee membership |
| Committee Chair Fee – Compensation | $5,000 | Additional cash for service as Compensation Committee chair |
| Fees Earned or Paid in Cash (2024 actual) | $150,000 | Reflects retainer + committee + chair fees as earned |
Performance Compensation
| Grant Date | Instrument | Shares | Fair Value per Share | Total Grant-Date Fair Value | Vesting | Performance Metric |
|---|---|---|---|---|---|---|
| May 7, 2024 | Restricted Stock | 4,762 | $13.92 | $66,287 | Four-year vesting | Issued upon achievement of book value threshold; directors receive awards when specific book value targets are met |
Performance framework and targets:
- Post‑ACRES Transaction, equity issuances are tied to Company book value performance. The Compensation Committee will grant up to 333,333 restricted shares when book value targets are met at $21, $24, $27, $30, $33, and $36; directors (excluding Manager‑affiliated directors) received awards at $24 (May 2022) and $27 (May 2024). All such awards vest over 4 years .
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| Other public company boards | — | Not disclosed for Mr. Kessler; generally Board indicates directors do not serve on other public boards, with one exception (not named) |
| Compensation Committee Interlocks | — | No interlocks with other companies; committee members were not officers/employees in FY2024, except Mr. Kessler’s prior officer service ended in 2009; no cross‑directorships with ACR executives in FY2024 |
Expertise & Qualifications
- Real estate finance and accounting expertise from CFO/EVP roles; public company governance experience as a trustee of GMH Communities Trust; prior audit background as a partner at Touche Ross & Co. .
- Audit Committee “financial expert” designation is held by P. Sherrill Neff (not Mr. Kessler) per Board determination .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Steven J. Kessler | 41,327 | <1% | Includes unvested restricted stock (unvested shares have voting and dividend rights) |
| Anti‑hedging/pledging policy | — | — | Company prohibits hedging and pledging; to its knowledge, individuals comply. No pledges disclosed for Mr. Kessler in the proxy . |
Governance Assessment
- Strengths:
- Independence confirmed; extensive financial/accounting background supports audit and compensation oversight .
- As Compensation Committee Chair, Mr. Kessler oversees performance‑linked equity tied to book value thresholds, enhancing alignment; FY2024 director equity grant (4,762 shares; $66,287) reflects achievement against performance metrics with multi‑year vesting .
- Active committee engagement: Audit (14 meetings), Compensation (3), Investment (1); executive session rotation indicates independent oversight cadence .
- Anti‑hedging/pledging policy and clawback adoption provide shareholder‑friendly controls .
- Potential risk indicators and mitigants:
- Historical officer status (through 2009) can raise independence questions; Board re‑assessed and affirmed independence under NYSE rules .
- Investment Committee includes Manager‑affiliated director (Chair: Fogel). However, refinancing of Manager‑provided debt requires approval by independent Investment Committee directors, including Mr. Kessler, mitigating conflicts in transaction approvals .
- Over‑boarding risk controlled by guidelines; proxy indicates minimal external public board service by directors generally .
- Shareholder feedback: Say‑on‑pay received ~83% support at 2024 annual meeting, indicating general investor acceptance of compensation philosophy (context for governance environment) .
RED FLAGS to monitor
- Transactions involving the Manager and affiliates—ensure continued adherence to independent review/approval protocols for refinancing/co‑originations .
- Any future deviation from performance‑tied director equity or changes to vesting that reduce at‑risk compensation .
- Attendance slippage (threshold is 75%); maintain visibility on individual director attendance rates each year .