Caroline Blakely
About Caroline E. Blakely
Caroline E. Blakely, age 70, is a Class II director at Ares Commercial Real Estate Corporation (ACRE) and serves as the Lead Independent Director. She has served on ACRE’s Board since February 2014, with core credentials spanning structured finance, real estate lending, counterparty risk management, and nonprofit leadership; she holds a B.A. from the University of Virginia and a J.D., cum laude, from Georgetown University Law Center .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rebuilding Together, Inc. | Chief Executive Officer & President | Jan 2016 – Feb 2024 | Led national nonprofit focused on safe and healthy housing |
| Cassin & Cassin LLP | Partner, Real Estate Group | Oct 2013 – Dec 2015 | Real estate finance and transactions |
| Fannie Mae (Federal National Mortgage Association) | Vice President, Multifamily Business | Apr 1999 – Oct 2013 | Defined asset management strategy; mitigated risk across 24 DUS lenders; initiated performing note sales and first multifamily MSR sale |
| National Cooperative Bank (NCB) | Chief Marketing Officer; Senior Managing Director, Corporate Banking & CRE | 1992 – 1999 | Executive Committee member; President of NCB Capital Corporation |
| Law firm (founded by Blakely) | Founder; Attorney (structured finance and real estate lending) | 1980 – 1992 | Specialized in acquisition, development, and construction loans |
External Roles
| Organization | Role | Tenure/Term | Notes |
|---|---|---|---|
| National Cooperative Bank | Director | Elected Apr 2022; three-year term | Federally chartered institution focused on cooperative business model lending |
| Ares Charitable Foundation | Board Member | Current | Independent 501(c)(3) affiliated with Ares Management; philanthropic strategy in career prep, entrepreneurship, personal finance |
Board Governance
- Role: Lead Independent Director, presides over executive sessions of independent and non‑management directors; liaison between management and independent directors .
- Tenure/Class: Class II director; current term expires at the 2026 Annual Meeting of Stockholders .
- Independence: Board affirmatively determined independence; Blakely is listed with the independence designation .
- Committee memberships: Not currently listed as a member of the Audit (Browning, Moriarty, Skinner), Compensation (April, Browning, Skinner), or Nominating & Governance (April, Moriarty, Parekh) Committees .
- Attendance: In 2024, the Board held 7 meetings; Audit 7; Compensation 6; Nominating & Governance 4. Each director in office attended at least 75% of the Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Board composition: Majority independent; 75% independent since an additional independent director was added in 2021; two directors identified as female and one as a racial/ethnic minority .
- Governance enhancements: Adopted stock ownership guidelines; restrictions on margin, pledging, hedging and speculative trading; director majority vote policy; NYSE-compliant clawback policy .
Fixed Compensation (Director)
| Component | Amount/Policy | Vesting/Notes |
|---|---|---|
| Annual Director Fee | $175,000; ~54% in restricted common stock; ~46% in cash | Restricted stock vests ratably quarterly over one year |
| Lead Independent Director Premium | $25,000 (cash, annual) | Additional cash retainer for Lead Independent role |
| Committee Chair Fees | Audit Chair: $20,000; Comp Chair: $10,000; Nominating & Governance Chair: $10,000 (cash, annual) | Applies to chairs; Blakely is not listed as a committee chair |
| Committee Member Fees | Audit member: $10,000; Comp/NomGov member: $5,000 (cash, annual) | Applies to members; Blakely not listed as a committee member |
| Initial Outside Director Equity Grant | 5,000 restricted shares upon joining Board | One‑time initial grant |
2024 actual compensation (reported):
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $105,000 |
| Restricted Stock Awards ($) | $95,000 (grant date fair value under ASC 718) |
| Total ($) | $200,000 |
| Outstanding Unvested Restricted Shares (12/31/2024) | 6,920 |
Performance Compensation
| Performance Metric | Disclosure |
|---|---|
| Revenue growth / EBITDA / TSR | Not disclosed for director compensation; director pay comprised of cash retainer and time‑based restricted stock vesting |
| ESG goals | Not disclosed for director compensation |
| Bonus / Options | Not disclosed for director compensation; table shows cash fees and restricted stock awards only |
Other Directorships & Interlocks
| Organization | Public/Private | Interlock / Potential Conflict Consideration |
|---|---|---|
| National Cooperative Bank | Federally chartered bank (not disclosed as public) | External financial institution role; no disclosed related‑party transactions with ACRE |
| Ares Charitable Foundation | Nonprofit (501(c)(3)) | Ares Management is parent of ACRE’s Manager; Foundation board role is a soft tie to Ares platform; monitoring alignment and independence is prudent |
Note: ACRE is externally managed by a subsidiary of Ares Management; the Board (and its independent directors) oversee Manager performance and fees, with management fee increases requiring independent director approval—heightening the importance of independent oversight .
Expertise & Qualifications
- Structured finance and real estate lending expertise (law practice founder; Cassin & Cassin partner) .
- Multifamily asset management and counterparty risk (DUS lenders risk mitigation; capital adequacy assessments at Fannie Mae) .
- Corporate banking and CRE leadership (NCB Executive Committee; President, NCB Capital Corporation) .
- Nonprofit leadership (CEO of Rebuilding Together) .
- Education: B.A. (UVA); J.D., cum laude (Georgetown Law) .
Equity Ownership
| Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 66,755; includes unvested restricted shares/RSUs |
| Ownership as % of Shares Outstanding | <1% (based on 54,856,977 shares outstanding) |
| Unvested Restricted Shares/RSUs Outstanding (12/31/2024) | 6,920 |
| Unvested Shares/RSUs Vesting Within 60 Days of 3/26/2025 | 3,460 |
| Shares Held via Trust | 59,835 (The Caroline E. Blakely Living Trust; Ms. Blakely is trustee) |
| Pledged/Hedged Shares | Company policy restricts pledging/hedging; no pledging footnote disclosed for Blakely in ownership table |
| Stock Ownership Guidelines | Directors must hold equity equal to 3x annual cash fees; directors have 3‑year grace period; all directors on track or in compliance (as applicable) |
Governance Assessment
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Strengths:
- Lead Independent Director role with authority to call and preside over executive sessions—supports independent oversight of an externally managed REIT .
- Majority independent Board (75% independent since 2021) and governance enhancements (ownership guidelines; anti‑pledging/hedging policy; majority vote policy; clawback policy) that align with shareholder interests .
- Clear director compensation mix with meaningful equity (restricted stock) vesting quarterly, creating ongoing alignment .
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Watch Items / Potential RED FLAGS:
- External management by Ares Management’s subsidiary places emphasis on rigorous independent director oversight of fees/incentives; Blakely’s board service on the Ares Charitable Foundation is a soft interlock to the Ares ecosystem—monitor independence and any perceived influence on Manager oversight .
- Blakely is not currently listed as a member of key Board committees (Audit, Compensation, Nominating & Governance), which concentrates her influence in the Lead Independent function rather than committee deliberations; ensure robust participation in agenda‑setting and executive sessions .
- Attendance standard disclosed is “at least 75%”; while all directors met this threshold in 2024 and attended the annual meeting, continued monitoring for >95% attendance is advisable for best‑in‑class governance .
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Alignment Signals:
- Beneficial ownership and ongoing restricted stock grants, coupled with stock ownership guidelines (3x cash fees) and anti‑pledging/hedging restrictions, indicate solid skin‑in‑the‑game and reduced misalignment risk .