Bryan Donohoe
About Bryan Donohoe
Bryan P. Donohoe, age 46, is Chief Executive Officer of Ares Commercial Real Estate Corporation (ACRE) since December 2019 and a Class III director since May 2024; he is also a Partner and Head of U.S. Debt within Ares Real Estate, serving on Ares Real Estate’s Global and Debt Investment Committees . He holds a B.A. in Political Science from Middlebury College and previously held senior roles at AllianceBernstein, Ranieri Real Estate Partners, and Deutsche Bank focused on commercial real estate debt and structured finance . Company pay-versus-performance disclosure shows cumulative TSR outperformed the FTSE NAREIT All Mortgage Capped peer group in several years, with TSR indices of 86.85 (2020), 116.63 (2021), 92.97 (2022), 107.35 (2023), and 70.69 (2024), while Net Income was $21,840k (2020), $60,460k (2021), $29,785k (2022), $(38,867)k (2023), and $(34,993)k (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AllianceBernstein (Real Estate Investment Group) | Managing Director, Commercial Real Estate Debt | Not disclosed; prior to Dec 2019 | Led CRE debt; institutional platform experience |
| Ranieri Real Estate Partners | Senior professional | 2010–2013 | CRE investing; credit and mezzanine exposure |
| Deutsche Bank | Originated/structured first mortgage loans; structured/priced/disposed of >$4B of B-notes/mezzanine | ~10 years | Built origination/structuring capabilities; executed >$4B in structured debt |
| Ares Real Estate | Partner; Head of U.S. Debt; member of Global and Debt Investment Committees | Since Dec 2019 | Leads U.S. debt strategy and investment committees |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ares Real Estate | Partner; Head of U.S. Debt; Investment Committee member (Global and Debt) | Since Dec 2019 | Key decision-maker on real estate debt platform |
Fixed Compensation
| Component | 2024 | 2023 | 2022 |
|---|---|---|---|
| Base Salary ($) | — | — | — |
| Cash Bonus ($) | — | — | — |
| Note | ACRE is externally managed; NEOs do not receive direct cash comp from ACRE |
Performance Compensation
| Metric/Program | Structure | Weighting/Targets | Actual/Payout | Vesting |
|---|---|---|---|---|
| RSUs (Equity Incentive Plan) | Time-vested RSUs; dividend equivalents; grants approved by Compensation Committee | No fixed metric weights; committee considers stock performance, ROE, investment/operations/financing execution | 2024 grant: 45,000 RSUs to Donohoe (grant date fair value $287,550) | 2024 grant vests in 3 equal annual installments on Jan 1, 2026/2027/2028 |
| Options | None granted to date | N/A | N/A | N/A |
| Incentive Fee participation via Manager | Potential for Ares incentive fee participation for select senior professionals | Based on Manager earning incentive fees tied to ACRE Core Earnings thresholds | No ACRE incentive fee incurred for FY2024 | N/A |
Multi-year Compensation (reported/reimbursed)
| Year | Stock Awards ($) | Total ($) |
|---|---|---|
| 2024 | 287,550 | 287,550 |
| 2023 | 637,200 | 637,200 |
| 2022 | 686,080 | 686,080 |
Recent Grants and Vesting
| Grant Date | Shares | Board Action Date | Vesting |
|---|---|---|---|
| Dec 20, 2024 | 45,000 | Dec 13, 2024 | 1/3 on Jan 1, 2026; 1/3 on Jan 1, 2027; 1/3 on Jan 1, 2028 |
| Award Cohort | Vesting Events |
|---|---|
| 2021 RSUs (17,500) | Vested on Jan 1, 2025 |
| 2022 RSUs (42,666) | 50% vested Jan 1, 2025; 50% vests Jan 1, 2026 |
| 2023 RSUs (59,000) | 1/3 vested Jan 1, 2025; remaining 2/3 vest Jan 1, 2026 and Jan 1, 2027 |
| 2024 RSUs (45,000) | Vests equally on Jan 1, 2026, Jan 1, 2027, Jan 1, 2028 |
| 2024 Shares Acquired on Vesting | 2024 Value Realized on Vesting ($) |
|---|---|
| 49,500 | 511,540 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 222,458 |
| % of Outstanding Shares | ~0.41% (222,458 / 54,856,977 shares outstanding) |
| Unvested RSUs (12/31/24) | 164,166 |
| Market Value of Unvested RSUs (12/31/24) | $966,938 (at $5.89 closing price) |
| Ownership Guidelines | CEO required to hold ≥100,000 shares; all directors/executives met or are on track, subject to grace periods |
| Hedging/Shorting Prohibited | Hedging, short sales, derivatives require prior approval; generally prohibited |
| Pledging Prohibited (without approval) | Margin/pledging requires prior approval of Manager’s compliance |
Employment Terms
| Term | Detail |
|---|---|
| External Management | Managed by Ares Commercial Real Estate Management LLC under Management Agreement; base fee 1.5% of stockholders’ equity; incentive fee tied to Core Earnings |
| 2024 Management Fees | ~$10.7 million base fee; no incentive fee |
| Expense Reimbursement | ~$3.8 million reimbursed allocable expenses in 2024 |
| RSU Acceleration (Death/Disability) | Full vesting of RSUs |
| RSU Acceleration (Change of Manager Event) | Full vesting of RSUs |
| RSU Acceleration (Termination without Cause at Ares Operations LLC) | RSUs scheduled to vest in next 12 months vest |
| Change in Control (Company) | Compensation Committee may adjust awards if not adverse economically to participants |
| Potential Acceleration Values (12/31/24 price $5.89) | Death/Disability: $966,940; Change of Manager: $966,940; Termination without Cause at Ares Operations LLC: $344,565 |
| Clawback Policy | Adopted Oct 31, 2023; applies to incentive-based compensation over 3 prior completed fiscal years in restatement scenario; no tax gross-ups |
Board Governance
- Role: CEO and Class III director; management (non-independent) director .
- Committees: All committees comprised of independent directors; Donohoe not listed as a member of Audit, Compensation, or Nominating & Governance .
- Board leadership: Non-executive Chair (William S. Benjamin) and Lead Independent Director (Caroline E. Blakely) overseeing independent sessions; structure mitigates dual-role concerns by maintaining independent oversight .
- Attendance: In 2024, Board held 7 meetings; each director attended ≥75% of Board and committee meetings .
Director Compensation (Context for Board service)
| Component | Amount |
|---|---|
| Independent Director Annual Fee | $175,000 (≈54% RS stock; ≈46% cash) |
| Lead Independent Director additional cash | $25,000 |
| Audit Chair additional cash | $20,000 |
| Nominating & Governance Chair additional cash | $10,000 |
| Compensation Chair additional cash | $10,000 |
| Committee member cash (Audit/Nom-Gov/Comp) | $10,000 / $5,000 / $5,000 |
| Initial grant for outside directors | 5,000 restricted shares |
| Note | Disclosure covers independent directors; Donohoe is a management director |
Performance & Track Record
| Year | TSR Index (Base $100 at 12/31/2019) | Peer TSR (FTSE NAREIT All Mortgage Capped) | Net Income (Loss) $000 |
|---|---|---|---|
| 2020 | 86.85 | 72.33 | 21,840 |
| 2021 | 116.63 | 77.73 | 60,460 |
| 2022 | 92.97 | 50.39 | 29,785 |
| 2023 | 107.35 | 51.23 | (38,867) |
| 2024 | 70.69 | 45.31 | (34,993) |
- Committee’s equity grant determinations consider stock performance and ROE and operational execution, rather than fixed formula targets .
- Say-on-pay: ~90% approval at the 2024 annual meeting for FY2023 NEO compensation; Board recommends annual frequency for say-on-pay .
Vesting Schedules and Insider Selling Pressure
| Upcoming Vest Dates | Shares |
|---|---|
| Jan 1, 2026 | 21,333 (remaining 2022) + 19,667 (2023 tranche) + 15,000 (2024 tranche) |
| Jan 1, 2027 | 19,667 (2023 tranche) + 15,000 (2024 tranche) |
| Jan 1, 2028 | 15,000 (2024 tranche) |
- Policy restricts hedging, shorting, and pledging without prior approval, reducing near-term monetization flexibility despite scheduled vesting .
- Ownership guidelines require ≥100,000 shares for CEO and are met/on track; Donohoe’s beneficial ownership 222,458 shares provides alignment but remains <1% of outstanding .
Compensation Structure Analysis
- All equity is RSUs with time-based vesting; no stock options outstanding, implying emphasis on retention and alignment but limited direct performance-contingent equity at ACRE level .
- External management model: ACRE pays a 1.5% equity-based management fee to Ares and potential incentive fees; no 2024 incentive fee was incurred, dampening variable comp linkage at the Company level in 2024 .
- Clawback adopted in 2023 and ownership/hedging restrictions strengthen governance controls over incentive pay .
Related Party and Conflicts
- Managed by Ares affiliate; Ares and affiliates can manage other vehicles but will not sponsor/manage another U.S. publicly traded REIT primarily in ACRE’s asset classes while managing ACRE; investment allocation follows Ares policies .
Equity Ownership & Alignment Details
| Category | Measure |
|---|---|
| Total Beneficial Ownership (CEO) | 222,458 shares |
| Ownership as % of Outstanding | ~0.41% (222,458 / 54,856,977) |
| Vested vs. Unvested | Unvested RSUs: 164,166; market value $966,938 at $5.89 |
| Stock Ownership Guidelines | CEO ≥100,000 shares; all directors/executives on track/met |
| Pledging/Hedging | Prohibited without prior approval |
Employment Contracts, Severance, and Change-of-Control Economics
| Provision | Terms |
|---|---|
| Employment Agreement | NEOs employed by Ares affiliates; ACRE does not pay direct cash comp to NEOs |
| RSU Award Agreement (Key terms) | Death/Disability: full vest; Change of Manager Event: full vest; Termination without Cause at Ares Ops LLC: RSUs vest scheduled within 12 months; Change in Control: committee may adjust if not adverse |
| Excise Tax Gross-ups | Not provided; none expected |
| Clawback | Accounting restatement recovery over prior 3 completed fiscal years, for incentive-based comp |
Board Service History and Dual-Role Implications
- Board Service: Class III Director since 2024; management director (non-independent) .
- Committees: Not listed on Audit, Compensation, or Nominating & Governance (independent-only membership) .
- Governance Mitigants: Non-executive Chair and Lead Independent Director structure; independent directors hold executive sessions reviewing CEO performance .
- Attendance/Engagement: Board met seven times in 2024; all directors attended ≥75% of meetings; a robust committee cadence (Audit 7; Comp 6; Nom-Gov 4) .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval approximately 90%; Board views results as supportive and recommends annual vote frequency .
Investment Implications
- Retention and alignment: Significant unvested RSUs with scheduled vesting through 2028 and CEO ownership exceeding guideline support continuity; hedging/pledging restrictions limit immediate monetization risk .
- External management fee structure: Fixed 1.5% equity-based fee and potential incentive fee tie executive economics to Ares platform results; absence of 2024 incentive fee suggests limited variable comp pressure from ACRE-level performance last year .
- Pay-for-performance levers: Grants consider stock performance and ROE, with TSR generally outperforming peer index in several years, but time-based RSUs limit explicit metric-driven payouts compared to PSU frameworks .
- Change-of-control and manager transition: RSU acceleration on Change of Manager Event and death/disability, and partial acceleration on termination without cause, create contingent upside for the executive and potential share issuance timing effects .
- Governance quality: Independent-led committees, Lead Independent Director, clawback, and ownership guidelines mitigate dual-role risks (CEO + director) and support investor confidence in oversight .