David Roth
About David Roth
David A. Roth (age 58) is President of Ares Commercial Real Estate Corporation (ACRE) since July 22, 2019; he is also a Partner and Global Head of Real Estate Strategy and Growth at Ares Real Estate and serves on Ares Real Estate’s Global and Debt Investment Committees. He holds a B.A. from Dartmouth College and a J.D. from New York University School of Law . During his ACRE tenure, company TSR (base = $100 at 12/31/2019) tracked to $86.85 (2020), $116.63 (2021), $92.97 (2022), $107.35 (2023), and $70.69 (2024), reflecting volatility tied to mortgage REIT market cycles .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ares Real Estate (Ares Management) | Partner; Global Head of Real Estate Strategy and Growth; Member, Global and Debt Investment Committees | 2019–present | Leadership on strategy and investment committees; direct platform linkage to ACRE as external manager . |
| Ares Management Corporation | Member, Management Committee | 2019–present | Senior firm governance and cross‑platform influence . |
| Blackstone, Real Estate Group | Senior Managing Director | 2006–2017 | Senior leadership in global real estate investing . |
| Walton Street Capital | Principal, Acquisitions | n/d | Principal acquisitions experience . |
| Security Capital Group | SVP & Chief Investment Officer – Europe | n/d | European CIO role; platform build and oversight . |
| Wachtell, Lipton, Rosen & Katz | Associate | n/d | Legal foundation supporting transactions . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ares Real Estate | Member, Global Investment Committee; Member, Debt Investment Committee | 2019–present | Committee roles disclosed in ACRE proxy . |
| Ares Management Corporation | Member, Management Committee | 2019–present | Disclosed at appointment . |
Fixed Compensation
ACRE is externally managed; named executive officers (NEOs) are employees of Ares and generally do not receive cash compensation directly from ACRE. ACRE reimburses the Manager only for the allocable share of certain personnel (e.g., CFO and other non‑investment personnel) and reports only amounts reimbursed; compensation of executives (including Mr. Roth) is determined by Ares Management’s compensation policies, not by ACRE, and individual pay for Mr. Roth is not disclosed by ACRE .
| Element | Amount/Policy | Source |
|---|---|---|
| Base Salary | Not disclosed for Mr. Roth (paid by Ares; ACRE does not disclose his individual salary) | |
| Annual Bonus | Not disclosed for Mr. Roth; Ares uses discretionary performance‑based bonuses | |
| Options | No options granted by ACRE to any NEO to date | |
| RSUs | No ACRE RSU grants disclosed for Mr. Roth in 2022–2024 |
Performance Compensation
Ares Management’s framework for executives includes base salary, discretionary bonuses influenced by Ares profitability and individual performance, and equity grants (at Ares). For ACRE awards, time‑vested RSUs are used for certain NEOs (not Mr. Roth) with 3‑year ratable vesting; the compensation committee did not apply fixed formula metrics in 2024 and considered stock performance and ROE among factors .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Company RSUs (NEOs; 2024 program) | Discretionary (no fixed weights) | N/A (committee judgment) | N/A (committee considered stock performance and ROE) | RSU grant sizes as disclosed | 3 equal annual tranches on Jan 1, 2026–2028 . |
Notes:
- 2024 RSU grants (not to Mr. Roth): Donohoe 45,000; Yoon 32,500; Gonzales 25,000; Feingold 17,000; approved Dec 13, 2024; granted Dec 20, 2024; vest Jan 1, 2026/27/28 .
- No stock options granted by ACRE to date .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 3/26/2025) | David A. Roth reported “—, —” (no beneficial ownership) of ACRE common stock . |
| Ownership as % Outstanding | Not applicable (no shares) . |
| Vested vs Unvested | No ACRE equity awards disclosed for Mr. Roth . |
| Pledging/Hedging | Company policy prohibits hedging, short sales, and pledging or margin accounts without prior approval . |
| Stock Ownership Guidelines | Apply to directors (3x annual cash fees) and to CEO (100,000 shares) and CFO (32,000 shares); President not listed as covered officer in the guideline . |
Employment Terms
| Term | Detail |
|---|---|
| Appointment Effective | Appointed President effective July 22, 2019 . |
| Employment Agreement | Executives are employees of Ares/affiliates; ACRE does not maintain individual employment agreements with them . |
| Severance | ACRE does not owe severance to executives employed by Ares; RSU agreements (where applicable) govern vesting on termination . |
| Change‑of‑Control | Upon Change in Control, compensation committee may adjust awards if no substantial adverse economic impact; RSUs fully vest upon death/disability or a “Change of Manager Event”; if terminated without Cause by Ares Operations LLC, RSUs scheduled to vest within 12 months vest (not applicable to Mr. Roth absent ACRE RSUs) . |
| Clawback | Clawback policy adopted to comply with NYSE rules under Exchange Act Section 10D . |
| Non‑Compete/Non‑Solicit | Not disclosed in ACRE proxy for Mr. Roth (managed under Ares policies). |
Additional Context: Pay Design and Governance
- Externally managed model: Ares uses base salary, discretionary bonuses, and equity (restricted units) to align with firm and fund performance; certain ACRE executives may share in incentive fee pools if earned under the Management Agreement .
- Equity plan oversight: ACRE compensation committee approves equity awards under the Equity Incentive Plan; consultant Ferguson Partners (FPC) engaged to advise on long‑term equity framework in 2024 .
- Say‑on‑Pay and frequency: Board recommends annual say‑on‑pay; stockholders vote on NEO pay annually; the Board recommended “One Year” in 2025 .
- TSR benchmarking: Pay‑versus‑performance disclosure uses FTSE NAREIT All Mortgage Capped Index as peer group for TSR beginning 2024 (replacing Bloomberg Mortgage REIT Index) .
- Conflicts/allocations: Ares’ allocation policy governs fair allocation of investments across vehicles, addressing potential conflicts inherent in external management .
Performance and Track Record Snapshot (Company-Level)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR Index (Base $100 at 12/31/2019) | 86.85 | 116.63 | 92.97 | 107.35 | 70.69 |
- Commentary: TSR improved in 2021 alongside post‑pandemic recovery, then declined in 2022 and 2024 amid mortgage REIT headwinds; the peer TSR (FTSE NAREIT All Mortgage Capped Index) also exhibited pressure, underscoring sector dynamics rather than executive‑specific factors .
What’s Missing / Not Disclosed for David Roth
- Individual pay elements (base salary, target/actual bonus) are not disclosed by ACRE because executives are paid by Ares; ACRE reports only reimbursed amounts and equity grants made by ACRE (none shown for Mr. Roth in recent years) .
- No ACRE RSUs/options disclosed for Mr. Roth; beneficial ownership shows no ACRE shares as of March 26, 2025 .
Investment Implications
- Alignment: Mr. Roth’s compensation and retention levers sit primarily at Ares, not ACRE; absence of disclosed ACRE equity ownership or RSUs reduces direct ACRE stock alignment but also lowers ACRE‑specific insider selling pressure from his account .
- Incentive design: ACRE’s equity for NEOs is time‑vested RSUs with no fixed formula in 2024—more retention than performance; options are absent, limiting upside leverage. The committee considered stock performance and ROE when sizing awards, which can partially tie outcomes to shareholder returns .
- Governance mitigants: Hedging/pledging restrictions, a formal clawback policy, and Ares’ allocation policy help mitigate governance risks inherent in external management structures .
- Retention risk: Retention is principally a function of Ares platform incentives; changes in Ares roles, economics, or a “Change of Manager Event” would be more impactful to Mr. Roth’s incentives than ACRE‑only policies .
- Signal watch‑list: Monitor any future ACRE equity grants to Mr. Roth, changes to Ares incentive fee arrangements, and 8‑K 5.02 filings for shifts in role or compensation terms as potential trading catalysts .